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Minutes of Annual Shareholders Meeting - HELD ON APRIL 26, 2011


EZ TEC EMPREENDIMENTOS E PARTICIPAÇÕES S.A.
Corporate Taxpayer’s ID (CNPJ/MF).° 08.312.229/0001-73
Company Registry NIRE 35.300.334.345

Publicly-Held Company

Minutes of Annual Shareholders Meeting
Held On April 26, 2011

DATE, TIME AND VENUE: On April 26, 2011, at 10 a.m. at the headquarters of EZ TEC Empreendimentos e Participações S.A., a publicly-held company, inscribed in the corporate taxpayers register (CNPJ/MF) under no. 08.312.229/0001-73, with its articles of incorporation duly filed with the São Paulo State Board of Trade under Company Registry (NIRE) no. 35.300.334.345 (“Company”), located at Alameda Jauaperi, 299 - Moema, in the city and state of São Paulo.

CALL NOTICE: The call notice was published in the newspaper Diário Oficial do Estado de São Paulo Official Gazette of the State of São Paulo on April 9, 13 and 19, 2011 and in the newspaper Valor Econômico on April 11, 13 and 19, 2011.

PRESENT: Shareholders representing more than two thirds (2/3) of the Company’s capital, as per the signatures in the Shareholders Attendance Book. Also present were (a) Mr. Walter Dalsasso, accountant, registered in the Regional Accounting Council (CRC) under no. 1 SP 075516/O-9, representing Deloitte Touche Tohmatsu, the Company’s independent auditors; (b) Mr. Samir Zakkhour El Tayar, Vice-Chairman of the Board of Directors; and (c) Messrs. Flávio Ernesto Zarzur, Marcelo Zarzur, João Paulo Flaifel and Antonio Emílio C. Fugazza, Executive Officers.

PRESIDING BOARD: Chairman: Mr. Samir Zakkhour El Tayar; Secretary: Mr. Antonio Emílio C. Fugazza.

AGENDA: To resolve and discuss on the (i) management’s accounts, examine, discuss and vote on the financial statements relating to the fiscal year ended December 31, 2010, accompanied by the Annual Management Report and the Independent Auditors’ Report, published in the newspaper Diário Oficial do Estado de São Paulo and the newspaper Valor Econômico on March 23, 2011, and approved by the Board of Directors’ meeting held on March 17, 2011; (ii) the allocation of net income from the fiscal year ended December 31, 2010 and distribution of dividends; the election of members of the Board of Directors; and (iv) fixing the overall annual compensation of the Company’s administrators for the current year.

RESOLUTIONS : After examination and discussion, the shareholders present resolved: (i) to unanimously approve the management’s report and accounts, as well as the financial statements relating to the fiscal year ended December 31, 2010, approved by the Board of Directors’ meeting held on March 17, 2011, accompanied by the Annual Management Report and the Independent Auditors’ Report; (ii) to unanimously approve the proposal for allocation of the Company’s net income from the fiscal year ended December 31, 2010, amounting to two hundred forty-three million, seven hundred thirty-two thousand, seven hundred twenty-nine reais and eighty-seven centavos (R$243,732,729.87), under the following terms: five percent (5%) of net income, amounting to twelve million, one hundred eighty-six thousand, six hundred thirty-six reais and forty-nine centavos (R$12,186,636.49), for constitution of the legal reserve; (b) twenty-five percent (25%) of net income, after legal adjustments, amounting to fifty-seven million, eight hundred eighty-six thousand, five hundred twenty-three reais and thirty-four centavos (R$57,886,523.34) as dividends, to be paid to the holders of common shares issued by the Company as of this date, by June 24, 2011, at the discretion of the Board of Directors; and (c) the balance net income of one hundred seventy-three million, six hundred fifty-nine thousand, five hundred seventy reais and three centavos (R$173,659,570.03) to the Expansion Reserve, in accordance with Article 34, item “f” of the Company’s Bylaws; (iii) to unanimously elect, considering the abstentions submitted to the Presiding Board, the following members to the Board of Directors for a term of two (2) years until the Annual Shareholders’ Meeting that will approve the financial statements for the fiscal year ending December 31, 2012, (a) Ernesto Zarzur, Brazilian, married, businessman, resident and domiciled in the city and state of São Paulo at Av. Sagres, 166, Jardim Lusitânia, bearer of identity card (RG) no. 2.510.470-6 SSP/SP and inscribed in the Individual Taxpayers Register (CPF/MF) under no. 004.889.848-15, as Chairman of the Board of Directors; (b) Samir Zakkhour El Tayar, Brazilian, married, businessman, resident and domiciled in the city and state of São Paulo at Rua Pedro de Toledo, 2081, bearer of identity card (RG) no. 2.957.111 SSP/SP and inscribed in the Individual Taxpayers Register (CPF/MF) under no. 023.489.008-82, as Vice-Chairman of the Board of Directors; (c) Nelson de Sampaio Bastos, Brazilian, divorced, engineer, resident and domiciled in the city and state of São Paulo at Rua Osvaldo Leite Ribeiro, 222, Morumbi, bearer of identity card (RG) no. 2.377.151 SSP/SP and inscribed in the Individual Taxpayers Register (CPF/MF) under no. 026.791.248-04, as independent member of the Board of Directors; (d) Mario Guy de Faria Mariz, Brazilian, married, engineer and administrator, resident and domiciled in the city and state of São Paulo at Rua Coronel Raul Humaitá, 45, apto 121, Vila Nova, bearer of identity card (RG) no. 2.983.417 SSP/SP and inscribed in the Individual Taxpayers Register (CPF/MF) under no. 390.320.868-04, as independent member of the Board of Directors; (e) Massimo Bauducco, Brazilian, married, business administrator, resident and domiciled in the city and state of São Paulo at Rua 3 Edson, 1.044, apto 171, Campo Belo, bearer of identity card (RG) no. 4.251.026-0 SSP/SP and inscribed in the Individual Taxpayers Register (CPF/MF) under no. 010.042.418-01, as independent member of the Board of Directors; and (f) Gustavo Diniz Junqueira, Brazilian, married, business administrator, resident and domiciled in the city and state of São Paulo at Rua Joaquim Cândido de Azevedo Marques, 1183, Morumbi, bearer of identity card (RG) no. 19.823.776-5 SSP/SP and inscribed in the Individual Taxpayers Register (CPF/MF) under no. 153.612.478-80, as a member of the Board of Directors. Messrs. Nelson de Sampaio Bastos, Mario Guy de Faria Mariz and Massimo Bauducco are Independent Board Members pursuant to the rules of the Novo Mercado listing segment of the BM&F BOVESPA S.A. - Securities, Commodities and Futures Exchange, and thus the minimum percentage requirement according to said rules has been met. The Board members hereby elected will take office after signing the respective instrument of investiture drawn up in the proper records and issuing a declaration, in accordance with law, that they have not been sentenced for any of the crimes set forth in law that would prevent them from carrying out business activity or holding any management position in a publicly held company; and (iv) to unanimously approve, considering the abstentions submitted to the Presiding Board, the fixing of the overall annual compensation of the Company’s administrators for the current year at seven million reais (R$ 7,000,000.00), with the Board of Directors deciding on the division of the compensation among the administrators.

CLARIFICATIONS: Shareholders authorized the drawing up of these minutes in summary form, pursuant to Article 130, Paragraph 1 of the Brazilian Law of Corporations, and its publication without the shareholders’ names, pursuant to paragraph 2 of article 130 of said law.

CLOSURE, DRAWING UP, APPROVAL AND SIGNATURE OF THE MINUTES:

With no other business to be discussed, the Chairman offered the floor to shareholders for comments but since nobody came forward, he directed the management to take the necessary steps to carry out the resolutions taken on this date. Following this, the Chairman declared the proceedings closed, adjourning the Meeting for the time necessary to draw up these Minutes in summary form, in accordance with paragraph 1 of Article 130 of the Law of Corporations, which were then read, approved and signed by all those present. Signatures: Presiding Board - Chairman: Samir Zakkhour El Tayar; Secretary: Antonio Emílio C. Fugazza - Shareholders: EZ Participações Ltda. - p.p. João Ricardo de Azevedo Ribeiro; SMM Participações Ltda. - p.p. João Ricardo de Azevedo Ribeiro; GAR Participações Ltda. - p.p. João Ricardo de Azevedo Ribeiro; HPC Participações Ltda. - p.p. João Ricardo de Azevedo Ribeiro; SZA Participações Ltda. - p.p. João Ricardo de Azevedo Ribeiro; Mapeca Participações Ltda. - p. Marcelo Ernesto Zarzur; LMR Participações Ltda. - p.p. João Ricardo de Azevedo Ribeiro; VJR Participações Ltda. - p.p. João Ricardo de Azevedo Ribeiro; MFT Participações Ltda. - p.p. João Ricardo de Azevedo Ribeiro; Valey Participações Ltda. - p.p. João Ricardo de Azevedo Ribeiro; Amundi - p.p. Rita de Cássia Serra Negra; Norges Bank - p.p. Rita de Cássia Serra Negra; Mercury International Investments 4 LLC - p.p. Marcus Vinicius Machado Zanetti; Ministry of Strategy and Finance - p.p. Rita de Cássia Serra Negra; Bresser Ações Fundo de Investimento em Ações - p.p. Marcus Vinicius Machado Zanetti; Vanguard Total International Stock Index Fund, A series of Vanguard Star Funds - p.p. Rita de Cássia Serra Negra; SSGA Active Emerging Markets Small CAP Securities Lending QIB Common Trust Fund - p.p. Rita de Cássia Serra Negra; Bresser Hedge Fundo de Investimento Multimercado - p.p. Marcus Vinicius Machado Zanetti; Brunei Investment Agency - p.p. Rita de Cássia Serra Negra; College Retirement Equities Fund - p.p. Rita de Cássia Serra Negra; Ford Motor Company Defined Benefit Master Trust - p.p. Rita de Cássia Serra Negra; State Street Emerging Markets - p.p. Rita de Cássia Serra Negra; Teacher Retirement System of Texas - p.p. Rita de Cássia Serra Negra; Bresser Hedge Plus Fundo de Investimento Multimercado - p.p. Marcus Vinicius Machado Zanetti; Galleas Legacy Dividendos Fundo de Investimento em Ações, p.p. Caio Cesar de Arruda Mesquita.

São Paulo,April 26, 2011.

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