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Minutes of the Board of Directors‘ Meeting - HELD ON JANUARY 27, 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 the Board of Directors‘ Meeting
HELD ON JANUARY 27, 2011

DATE, TIME AND VENUE: On January 27, 2011 at 10:00 a.m., at the Company’s headquarters located in the City and State of São Paulo.

CALL NOTICE AND ATTENDANCE: The call notice was waived in view of the presence of all the members of the Company’s Board of Directors.

PRESIDING: Chairman - Mr. Ernesto Zarzur; Secretary - Mr. A. Emilio C. Fugazza.

AGENDA: (i) (i) To resolve on the disposal of shares issued by the Company and held in treasury.

RESOLUTIONS : Pursuant to Article 17, item XVI, of the Company’s Bylaws, and in compliance with the requirements of CVM Instruction 10, dated February 14, 1980 (“CVM Instruction 10/80”), and other legal provisions in force, the attending members of the Company’s Board of Directors unanimously resolved to authorize the disposal of up to three million, four hundred forty-one thousand, five hundred eighty-eight (3,441,588) registered common shares with no par value, issued by the Company and held in the treasury. In accordance with Article 8 of CVM Instruction 10/80, the following has been specified: (a) the purpose of the operation is to increase the liquidity of shares and use the net proceeds to purchase land during the normal course of the Company’s business, to launch new projects and for working capital; (b) the operation will take place within three hundred sixty-five (365) days as of the present date, on the stock exchange, at market prices, brokered by BTG Pactual Corretora de Títulos e Valores Mobiliários S/A, located on Av. Brigadeiro Faria Lima, n.° 3729, 10° andar, in the City and State of São Paulo; and (c) the number of outstanding common shares issued by the Company, as defined by CVM Instruction 10/80, is thirty-nine million, two hundred twenty-two thousand, one hundred eleven (39,222,111) common shares, as recorded in the share deposit account informed by the depository institution on January 27, 2011. The Executive Board is hereby authorized to execute any and all acts necessary for enforcing the resolutions approved herein.


CLOSURE, DRAWING UP, APPROVAL AND SIGNATURE OF THE MINUTES: There being no further business to discuss, these minutes were drawn up, read, found to be in compliance and signed by all attending members of the Board. Signatures: Presiding: Ernesto Zarzur - Chairman, and A. Emilio C. Fugazza - Secretary. Members of the Board: Ernesto Zarzur, Samir Zakkhour El Tayar, Nelson Sampaio Bastos, Mario Guy de Faria Mariz, Massimo Bauducco and Gustavo Junqueira.

São Paulo, January 27, 2011

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Telephone: +55 11 5056 8313
E-mail: ri@eztec.com.br