Cetip SA Mercados Organizados : Cetip files the Minutes of the Board of Directors

Minutes of Extraordinary Board of Directors Meeting no 07/A/2013, from July 17, 2013.

On July 17th, 2013, at 1:00 PM, the Board of Director's of CETIP S.A. - MERCADOS ORGANIZADOS had an extraordinary meeting, having Mr. Edgar da Silva Ramos, as Chairman, and Mr. Francisco Carlos Gomes as Secretary, with the attendance of Messrs. David Scott Goone, Roberto de Jesus Paris, Pedro Paulo Mollo Neto, Alexsandro Broedel, Ary Oswaldo Mattos Filho, Roberto Taitt Slaymaker, Alkimar Ribeiro Moura and João Carlos Ribeiro.

Call: Called electronically in the form provided in paragraph 4, Article 25, of the

Company's Bylaws.
By unanimous vote of those present, these minutes were authorized to be drawn up in summary format. The resolutions were approved by unanimous vote of those present based on the supporting documents (appended) that are filed at the Company's headquarters.

Resolutions:

Minutes of Extraordinary Board of Directors Meeting no 07/A/2013, from July 17, 2013.

Mr. Francisco Carlos Gomes explained to the Members of the Board of Directors the need to increase the Company's capital stock, within the limits authorized by the Company's Bylaws, due to the exercise of the stock options within the scope of the Stock Options Program of the Company.
After the presentation of the information related to the issue, the Board approved and ratified the Company's capital stock increase, within the limits authorized by the Company's Bylaws, in the amount of four million, one hundred and thirty four thousand, nine hundred and seventy one reais and seventy four cents (BRL 4,134,971.74), with the issuance of six hundred and thirty seven thousand, four hundred and fifty one (637,451) ordinary shares. The shares issued shall participate of all benefits in equal conditions, including dividends and eventual capital yield, which may come to be approved by the Company.
According to the terms of Article 171, paragraph 3 of the Brazilian Corporate Law, the shareholders shall not have preference rights in the subscription of the capital stock increase due to the exercise of the stock options.
Thus, the Company's subscribed capital stock goes from five hundred and seventy three million, one hundred and twenty nine thousand, five hundred and five reais and nine cents (BRL 573,129,505.09), divided into two hundred and fifty nine million, two hundred and forty six thousand, one hundred and forty six (259,246,146) ordinary shares, with no par value, to five hundred and seventy seven million, two hundred and sixty four thousand, four hundred and seventy six reais and eighty three cents (BRL 577,264,476.83), divided into two hundred and fifty nine million, eight hundred and eighty three thousand, five hundred and ninety seven (259,883,597) ordinary shares, with no par value.

Closure, Drawing up of the Minutes, Approval and Signature

There being no further business to discuss, the meeting was closed, drawing up these minutes, which were read, approved and signed by all Members of the Board present.

Minutes of Extraordinary Board of Directors Meeting no 07/A/2013, from July 17, 2013.

Original minutes of the meeting signed by Members: Edgar da Silva Ramos, David Scott Goone, Roberto de Jesus Paris, Pedro Paulo Mollo Neto, Alexsandro Broedel, Ary Oswaldo Mattos Filho, Robert Taitt Slaymaker, Alkimar Ribeiro Moura and João Carlos Ribeiro.
I hereby declare that this is a true and faithful copy of the minutes of the meeting, which has been entered in the appropriate registration book.
São Paulo, July 17th, 2013.

(Last Page of the Minutes of the Extraordinary Meeting of the Board of Directors of Cetip S.A. - Mercados

Organizados, held on July 17th, 2013)

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