CCR S.A.

Corporate Taxpayer's ID (CNPJ/MF): 02.846.056/0001-97

Company Registry (NIRE): 35300158334
Publicly-Held Company

MINUTES OF THE BOARD OF DIRECTORS’ MEETING

HELD ON AUGUST 1, 2016

(RECTIFICATION AND RATIFICATION OF THE

RESOLUTIONS TAKEN IN THE MINUTES OF THE BOARD OF
DIRECTORS’ MEETING OF JULY 19, 2016)

1. DATE, TIME AND VENUE: August 1, 2016, at 6:00 p.m. at the

headquarters of CCR S.A. (“Company” or “Issuer”) located at Avenida
Chedid Jafet, 222, Bloco B, 5º andar, parte, Vila Olímpia, CEP 04551-065, in
the city and state of São Paulo.

2. ATTENDANCE: All members of the Company's Board of Directors

were present.

3. PRESIDING: Ricardo Coutinho de Sena chaired the meeting and

Marcus Rodrigo de Sena, acted as secretary.

4. AGENDA: To resolve on: (A) rectification and ratification of the

resolutions taken at the Board of Directors’ Meeting of July 19, 2016, whose
minutes were duly registered with the São Paulo State Commerce Registry on
July 26, 2016, under no. 329.232/16-2 (“1st BDM”) through which the
following were approved: (i) the holding, by the Company, of the ninth (9th)
issue of simple, unsecured debentures, not convertible to shares, for public
distribution with restricted placement efforts (“Issue Indenture”), totaling one
billion, two hundred and fifty million reais (R$1,250,000,000.00)
(“Debentures” and “Issue”, respectively), pursuant to Instruction 476 of the
Brazilian Securities and Exchange Commission issued on January 16, 2009, as
amended (“CVM Instruction 476”, and “Offering”, respectively); and
(ii) express authorization for the Company’s Board of Executive Officers to
practice all the acts, ratify acts already taken, take all the steps and adopt all
the measures necessary for the formalization, execution and management of
the resolutions of this meeting, aiming at the implementation of the Issue and
 CCR S.A.
Corporate Taxpayer's ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35300158334
Publicly-Held Company

the Offering, including, but not limited to, (a) contracting an intermediary
financial institution (coordinator) for public distribution of the Debentures;
(b) contracting other service providers; (c) negotiating and defining the
specific additional terms and conditions of the Debentures; and
(d) negotiating and signing all the documents related to the Debentures and
the Offering; and (B) ratification of the acts practiced by Company’s Board of
Executive Officers in relation to matters that are the object of this agenda.

5. RESOLUTIONS: After analyzing and discussing the matters on the

agenda, the Board members, unanimously and without any restrictions,
pursuant to item (vi) of Article 14 of the Company’s Bylaws resolved to:

(A) Rectify and ratify the resolutions of the 1st BDM, so that what read as
(1) “q) Total Early Redemption: The Debentures may, as of the sixth (6th) month,
inclusive (...)”; (2) “r) Extraordinary Amortization: The Issuer may, as of the sixth (6th)
month, inclusive (...)” and (3) “i) Remuneration: (...) plus a spread, or surtax, limited
to three point five percent (3.50%) p.a. (...)”, respectively, shall now read as follows
(1) “q) Total Early Redemption: The Debentures may, as of the seventh (7th) month,
inclusive (...)”; (2) “r) Extraordinary Amortization: The Issuer may, as of the seventh
(7th) month, inclusive (...)” and (3) “i) Remuneration: (...) plus a spread, or surtax,
equivalent to three point five percent (3.50%) p.a. (...)”, respectively. As a result, the
terms of the Resolutions of the 1st BDM shall now read as follows:

(i) “Approve the Issue and the Offering, with the following main characteristics:

a) Number of Issue: The Debentures will be the Issuer’s ninth (9th) debenture issue.

b) Total Issue Amount: The total amount of the issue will be one billion, two hundred and
fifty million reais (R$1,250,000,000.00).

c) Issue Date: For all purposes, the issue date of the Debentures will be established in the
respective Issue Indenture (“Issue Date”).

d) Number of Debentures: Up to one hundred and twenty-five thousand (125,000)

Debentures will be issued.

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 CCR S.A.
Corporate Taxpayer's ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35300158334
Publicly-Held Company

e) Nominal Unit Value: The nominal unit value of the Debentures will be ten thousand
reais (R$10,000.00) on the Issue Date (“Nominal Unit Value”). The Nominal Unit
Value will not be monetarily restated.

f) Series: The Debentures will be issued in a single series.

g) Form: The Debentures will be registered and book entry, without the issue of guarantees
or certificates.

h) Type: The Debentures will be unsecured and not convertible to Issuer shares.

i) Remuneration: The Debentures will be subject to remunerative interest corresponding to

one hundred percent (100%) of the accrued variation in the average daily one-day over
extra-grupo DI - Interbank Deposit Rate (“over extra grupo DI Rate”), expressed as an
annual percentage based on a year of two hundred and fifty-two (252) business days,
calculated and disclosed on a daily basis by CETIP S.A. – Organized Markets
(“CETIP”) in its daily bulletin on its website (http://www.cetip.com.br) plus a spread, or
surtax, equivalent to three point five percent (3.50%) p.a., based on a year of two hundred
and fifty-two (252) business days (“Remuneration”). The Remuneration will be calculated
exponentially and cumulatively pro rata temporis, by business days elapsed, based on a year
of two hundred and fifty-two (252) business days, on the Nominal Unit Value (or the
balance of the Nominal Unit Value), from the Payment Date (as defined below) of the
Debentures, or the last payment date of the Remuneration, until the effective payment date.

j) Payment of the Principal: The balance of the Nominal Unit Value will be paid in three
(3) annual and consecutive installments, the first of which on January 29, 2017; except in
cases of early maturity of the Debentures, total early redemption or extraordinary
amortization, pursuant to the amortization table to be provided for in the Issue Indenture.

k) Periodicity of Payment of the Remuneration: The Remuneration of the Debentures will

be paid every six months in January and July of each year, as of the Issue Date, except in
cases of early maturity, extraordinary amortization or total early redemption of the
Debentures.

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 CCR S.A.
Corporate Taxpayer's ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35300158334
Publicly-Held Company

l) Subscription Price: The Debentures will be subscribed on a single date, by their

Nominal Unit Value, and can be distributed with goodwill or negative goodwill, to be
defined, where applicable, upon subscription of the Debentures, which will be equally applied
to all investors on each subscription date (“Subscription Price”).

m) Payment and Payment Conditions: The Debentures will be paid in cash, upon
subscription, in domestic currency, for the Subscription Price, in accordance with the
procedures adopted by the CETIP (“Payment Date”).

n) Term and Maturity Date: The Debentures will mature at the end of thirty (30) months
as of the Issue Date (“Maturity Date”), except in cases of early maturity and total early
redemption to be provided for in the Issue Indenture.

o) Renegotiation: There will be no renegotiation of the Debentures.

p) Optional Early Acquisition: The Issuer may, at any time, acquire the Debentures,
pursuant to paragraph 3 of Article 55 of Law 6404, of December 15, 1976, as amended.
The Debentures acquired by the Issuer may be: (i) cancelled, in which case said cancellation
must be the object of a resolution by the Issuer; (ii) held at the Issuer’s treasury; or
(iii) placed again on the market, pursuant to the restrictions defined by CVM Instruction
476. The Debentures acquired by the Issuer to be held in treasury, if and when placed again
in the market, will be entitled to the Remuneration applicable to the other Debentures.

q) Total Early Redemption: The Debentures may, as of the seventh (7th) month, inclusive,
from the Issue Date, be fully redeemed, at the Issuer’s sole discretion, observing the
procedures, terms and condition to be provided for in the Issue Indenture. The total early
redemption amount owned by the Issuer will correspond to the Nominal Unit Value or
balance of the Nominal Unit Value to be redeemed, plus Remuneration and Default
Charges (as defined below), if applicable, from the Payment Date to the actual date of total
early redemption, plus premium. The premium amounts and conditions to be paid by the
Issuer for the total early redemption will be defined in the Issue Indenture.

r) Extraordinary Amortization: The Issuer may, as of the seventh (7th) month, inclusive,
from the Issue Date, at its sole discretion and regardless of the Debenture Holders’ will,
realize an extraordinary amortization, limited to ninety-five percent (95%) of the Nominal

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 CCR S.A.
Corporate Taxpayer's ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35300158334
Publicly-Held Company

Unit Value of the Debentures (or balance of the Nominal Unit Value of the Debentures,
as applicable), which should occur in accordance with the procedures to be defined in the Issue
Indenture and should proportionally cover all the Debentures. Due to the extraordinary
amortization, Debenture Holders will be entitled to payment of a percentage of the Nominal
Unit Value or balance of the Nominal Unit Value, as applicable, to be amortized, plus
Remuneration and Default Charges, if applicable, calculated pro rata temporis from the
Payment Date, or the last payment of the Remuneration, to actual amortization, plus
premium to be defined in the Issue Indenture.

s) Offer of Early Redemption: The Issuer may, at its sole discretion, offer, at any time, the
early full or partial redemption of the Debentures, with subsequent cancellation of said
Debentures, which will be addressed to all Debenture Holders, without distinction, ensuring
equal conditions to all Debenture Holders that accept the offer of early redemption of the
Debentures owned by them, in accordance with the terms and conditions to be provided for in
the Issue Indenture.

t) Early Maturity: Pursuant to the terms and conditions of the Issue Indenture, the trustee
should declare the early maturity of all the obligations object of the Indenture, and require
immediate payment by the Company of the Nominal Unit Value plus Remuneration and
Default Charges, if any, calculated pro rata temporis from the Payment Date or date of the
last payment of interest to the actual payment, in case of any non-compliance events, provided
for in the Issue Indenture.

u) Allocation of the Proceeds: The proceeds from the Issue will be allocated to a capital
contribution to Companhia de Participações em Concessões (“CPC”, a Company
subsidiary) for a subsequent offer for the early full or partial redemption of CPC’s fourth
(4th) debenture issue.

v) Placement and Trading: The Debentures will be the object of public distribution, with
restricted distribution efforts, under the best-effort placement regime by the financial
institution(s) member(s) of the securities distribution system (“Coordinators”, with the
leading intermediary institution being referred to as “Lead Coordinator”). The Debentures
will be deposited for distribution in the primary market and traded in the secondary market
in the modules managed and operated by CETIP. Partial distribution of the Debentures

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 CCR S.A.
Corporate Taxpayer's ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35300158334
Publicly-Held Company

will be admitted. If all the Debentures are not distributed in the term and form provided for
by CVM Instruction 476, unsubscribed Debentures will be cancelled.

x) Default Charges: Without prejudice to the Remuneration, in case of delay in the

payment, by the Issuer, of any monetary obligation related to the Debentures, interest for late
payment of one percent (1%) per month, calculated pro rata temporis, from the date of non-
compliance to the actual payment date, will be charged on amounts overdue and not paid, as
well as non-compensatory fine of two percent (2%) on the amount due, regardless of any
court or out-of-court notice or notification.

y) Other Characteristics: The other characteristics of the Debentures and the Offering
will be described in the Issue Indenture and in other related documents.

(ii) Authorize the Company’s Board of Executive Officers, as well as attorneys-in-fact

duly empowered by the Company, to practice all the acts necessary for the issue of the
Debentures and the execution of the Offering, including (a) contracting an intermediary
financial institution (coordinator) for the public distribution of the Debentures, with
restricted placement efforts, pursuant to CVM Instruction 476; (b) contracting other service
providers, such as the settling bank, depository institution, trustee and legal advisor, among
others; (c) negotiating and defining the specific additional terms and conditions of the
Debentures, pursuant to the approval of this meeting; and (d) negotiating and signing all the
documents related to the Debentures and the Offering, as well as necessary amendments to
said documents and documents arising from them, including, but not limited to the Issue
Indenture and the coordination, placement and distribution agreement. All the other acts
related to the Debenture issue and the Offering previously practiced by the Company are
hereby ratified.”

(B) Ratify all the acts undertaken by the Company’s Board of Executive
Officers in connection with the above resolution, as well as all other
resolutions taken by the Board of Directors’ Meeting of July 19, 2016.

6. CLOSURE: There being no further business to address, the meeting was

brought to a close and these minutes were drawn up, read, found to be in
compliance and signed by all those present. São Paulo, August 1, 2016.
Ricardo Coutinho de Sena, Chairman, and. Marcus Rodrigo de Senna,

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 CCR S.A.
Corporate Taxpayer's ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35300158334
Publicly-Held Company

Secretary. Board Members: (1) RICARDO COUTINHO DE SENA; (2)

ANA MARIA MARCONDES PENIDO SANT’ANNA; (3) ANA
DOLORES MOURA CARNEIRO DE NOVAES; (4) FRANCISCO
CAPRINO NETO; (5) HENRIQUE SUTTON DE SOUSA NEVES; (6)
JOSÉ FLORÊNCIO RODRIGUES NETO; (7) LUIZ CARLOS VIEIRA
DA SILVA; (8) MURILO CESAR LEMOS DOS SANTOS PASSOS; (9)
PAULO MÁRCIO DE OLIVEIRA MONTEIRO; and (10) PAULO
ROBERTO RECKZIEGEL GUEDES.

I certify that this is a free English translation of the original minutes drawn up in
the Company's Board of Directors Meetings Minutes Book 16, pages 6 to 13.

____________________________________
Marcus Rodrigo de Senna
Secretary

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