INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. – INVEPAR
PUBLICLY-HELD COMPANY
Corporate Taxpayer’s ID (CNPJ/MF): 03.758.318/0001-24
Company Registry (NIRE): 33.3.002.6.520-1
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON JULY 14, 2011
N° 05/2011
1. Date, time and venue: On July 14, 2011, at 01:00 p.m., at the headquarters of Investimentos e
Participações em Infraestrutura S.A. – INVEPAR (“Company”), located at Av. Almirante Barroso n° 52,
salas 3001 e 3002, Centro, in the City and State of Rio de Janeiro.
2. Attendance:
2.1) Given the call notice dated 07/08/2011, the presence of all members of the
Company’s Board of Directors was recorded: Rosalia Maria Tereza Sergi Agati Camello; Roosevelt Rui
dos Santos, Josedir Barreto dos Santos e Paulo Roberto Fogaça dos Santos; these last three via
conference call. 2.2) Also present were the following invitees: Marcos Bastos Rocha - VP
Administrative and Financial of INVEPAR, Tatiana Regiani, Sec. of Corporate Gov. of INVEPAR, and
James Guerreiro, Controlling Manager of INVEPAR.
3. Presiding: Chairman: Rosalia Maria Tereza Sergi Agati Camello; and Secretary: Tatiana Regiani.
4. Matters and Resolutions:
First, the board unanimously approved the drawing up of these minutes in summary form. Turning to
the deliberation of the single object item of this Meeting, the Board of Directors of Investimentos e
Participações em Infra-Estrutura S.A. - INVEPAR, in the exercise of its legal and statutory duties,
examined the Management Proposal relating to the capital increase of the Company, in the amount of
R$ 149,999,944.44 (one hundred forty nine million, nine hundred and ninety-nine thousand nine
hundred and forty-four reais and forty-four cents), by issuing 3,644,962 (three million, six hundred and
forty-four thousand, nine hundred sixty-two) common shares and 7,289,924 (seven million, two hundred
and eighty-nine thousand nine hundred and twenty-four) preferred shares, all registered, nominative
and with no par value, making the price per share common and preferred R$ 13.717559052. The
subscription amount of the shares of INVEPAR was defined considering the prospect of future
profitability of the Company, according to the article 170, § 1º, I of Law No. 6.404/76. The increase of
capital by its shareholders is intended to provide resources for INVEPAR to develop, expand and
maintain its business by capitalizing the Company and enabling the realization of capital investments in
it subsidiaries: Concessionária Auto Raposo Tavares S.A., Concessão Metroviária do Rio de Janeiro
S.A. e Concessionária Rota do Atlântico, in the latter case, the allocation of resources is necessary for
the execution of the respective concession contract.
The Management’s Proposal was further complemented by document analysis and substantially by
information and explanations given to members of the Board by the Company's Executive Officers.
The Executive Officers also noted that the shareholders BB Carteira Livre I FIA, OAS Investimentos
S.A. e Construtora OAS Ltda. should waive their preemptive subscription rights, which will be issued as
a result of the capital increase as referred to above, in favor of the shareholders Fundação Petrobras
de Seguridade Social – PETROS and Fundação dos Economiários Federais – FUNCEF, so that they
can acquire all of the shares to be issued by the Company, being:
I.
The shareholder PETROS will subscribe 1,822,481 (one million, eight hundred and twenty-two
thousand, four hundred and eighty-one) common shares and 3,644,962 (three million six
hundred and forty-four thousand, nine hundred sixty-two) preferred shares issuance of
INVEPAR, totaling R$ 74,999,972.22 (seventy four million, nine hundred ninety-nine thousand,
nine hundred seventy-two reais and twenty-two cents) to be paid by PETROS, in local
currency, upon payment of the full amount of the subscription until 07/15/2011; and
II.
The shareholder FUNCEF will subscribe 1,822,481 (one million, eight hundred and twenty-two
thousand, four hundred and eighty-one) common shares and 3,644,962 (three million six
hundred and forty-four thousand, nine hundred sixty-two) preferred shares issuance of
INVEPAR, totaling R$ 74,999,972.22 (seventy four million, nine hundred ninety-nine thousand,
nine hundred seventy-two reais and twenty-two cents) to be paid by FUNCEF, in local
currency, upon payment of the full amount of the subscription until 07/15/2011.
To enable the capital increase, proposed herein, the Company’s authorized capital limit shall be
increased by R$ 200,000,000.00 (two hundred million reais) which, added to the value of
R$ 1,350,000,000.00 (one billion, three hundred and fifty million reais), currently in force in accordance
with art. 6 of the Company’s Bylaws, will be R$ 1,550,000,000.00 (one billion, five hundred and fifty
million reais).
Accordingly, and based on the work and clarification submitted by unanimous vote of those present, the
Board concluded that the Proposed Capital Increase in the amount of R$ 149,999,944.44 (one hundred
forty nine million, nine hundred and ninety-nine thousand nine hundred and forty-four reais and fortyfour cents) is fairly presented and approve the submission of the material to the Extraordinary
Shareholders Meeting of the Company, pursuant to its statutory provision.
5. Closure: Nothing further to discuss, at 02:00 p.m., the meeting was adjourned with these minutes
drawn up.
6. Annex: Management Proposal approved at the meeting of the Board of Directors of 14/07/2011.
Rio de Janeiro, July 14, 2011
Rosalia Maria Tereza Sergi Agati Camello
Roosevelt Rui dos Santos
Paulo Roberto Fogaça dos Santos
Josedir Barreto dos Santos
This is a free translation of the original minutes drawn up in the Company's records. Please refer to the
Portuguese version for the original, available in the Company´s and CVM’s website.