Tecnisa : Minutes of Board of Directors´ Meeting

729fe717-9d24-4a50-b54b-5e5077cf0a55.pdf TECNISA S.A.

Publicly Held Company

Corporate Taxpayer's ID (CNPJ/MF): 08.065.557/0001-12 Company Registry (NIRE): 35.300.331.613

MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON APRIL 28, 2016

1. DATE TIME AND VENUE: On April 28, 2016 at 01:00 p.m. at the Company´s Headquarters, located at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, in the city and state of São Paulo.

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

3. PRESIDING BOARD: Chairman, Mr. Ricardo Barbosa Leonardos. Secretary, Mr. Meyer Joseph Nigri.

4. AGENDA: To resolve on the following agenda: (i) election of the Chairman and Vice-Chairman of the Board of Directors; and (ii) election of the members of the Board of Executive Officers.
5. RESOLUTIONS: By a unanimous vote, the Board of Directors decided:

6. The attendees decided to elect Mr. RICARDO BARBOSA LEONARDOS, brazilian, married, economist, resident and domiciled in the city and state of São Paulo, with business address at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, holder of ID Card (RG) 5.855.204 SSP/SP and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 859.347.638-49, for the position of Chairman of the Board of Directors; and Mr. MEYER JOSEPH NIGRI, brazilian, married, civil engineer, resident and domiciled in the city and state of São Paulo, with business address at Avenida Brigadeiro Faria Lima, nº 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, holder of ID Card (RG) 4.900.007 SSP/SP inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 940.088.258-00, for the position of Vice-Chairman of the Board of Directors.

7. It was approved the re-election of the members of the Board of Executive Officers, with period of office effective until the holding of the Annual Shareholders' Meeting which will approve the accounts for the fiscal year ended on December 31, 2017, as follows: (i) Mr. MEYER JOSEPH NIGRI, brazilian, married, civil engineer, holder of ID Card (RG) 4.900.007 SSP/SP and

inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 940.088.258-00, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Brigadeiro Faria Lima, nº 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, as Chief Executive Officer; (ii) Mr. JOSEPH MEYER NIGRI, Brazilian, married, engineer, holder of ID Card (RG) no. 32.731.388-2 SSP/SP and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 298.215.498-61, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Brigadeiro Faria Lima, nº 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, as Vice Executive Officer; (iii) Mr. VASCO DE FREITAS BARCELLOS NETO, brazilian, single, industrial engineer, holder of ID Card 04240768- 4 IFP/RJ and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 010.226.297-78, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Brigadeiro Faria Lima, nº 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, as Investor Relations Officer and Chief Financial Officer; (iv) Mr. TOMAS LASZLO BANLAKY, brazilian, married, engineer, holder of ID Card (RG) no. 8.331.935 SSP/SP and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 038.993.388-04, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Brigadeiro Faria Lima, nº 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, as Administrative Officer; (v) Mr. FABIO VILLAS BÔAS, brazilian, married, civil engineer, holder of ID Card 5.528.310 SSP/SP and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 052.124.048-43, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Brigadeiro Faria Lima, nº 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, as Technical Officer; (vi) Mr. DOUGLAS DUARTE, Brazilian, married, realestate broker, holder of ID Card (RG) 12.681.648 SSP/SP and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 075.581.018-08, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Brigadeiro Faria Lima, nº 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, as Commercial Officer; (vii) Mr. ROMEO DEON BUSARELLO, brazilian, married, business administrator, holder of ID Card (RG) 1.482.886 SSP/SC and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 545.401.359-53, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Brigadeiro Faria Lima, nº 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, as Marketing Officer; (viii) Mr. JOSÉ CARLOS LAZARETTI JÚNIOR, brazilian, married, lawyer, holder of ID Card (RG)

13.867.574 SSP/SP and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 041.870.788-00, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Brigadeiro Faria Lima, nº 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPOCODE 04538-133, as Legal Officer; and (ix) Mr. ENZO BIAGIO RICCETTI, brazilian, married, engineer, holder of ID Card (RG) 9.243.552 SSP/SP and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 183.532.128-38, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Brigadeiro Faria Lima, nº 3.477,

5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, ZIPCODE 04538-133, as Regional Business Officer and São Paulo Business Officer;

5.2.1. The members reelected will take office upon (i) signing the instrument of investiture drawn up in the Book of Registry of the Minutes of the Board of Directors' Meetings; and (ii) presenting the clearance certificate, in compliance with the pertinent applicable law.

6. CLOSURE, DRAWING UP AND APPROVAL OF THE MINUTES: There being no further business to discuss, these minutes were drawn up, read, approved and signed by all attending members. Presiding: Chairman - Mr. Ricardo Barbosa Leonardos and Secretary - Mr. Meyer Joseph Nigri. Attending Board Members: Meyer Joseph Nigri, Ricardo Barbosa Leonardos, Luis Antonio Nogueira de França, Fernando Tadeu Perez and Eduardo Luiz Wurzmann.

Conforms to the original drawn up in proper book.

São Paulo, April 28, 2016.

Presiding Board:

Meyer Joseph Nigri

Secretary

(Page signatures related to minutes of the Board of Directors Meeting of Tecnisa SA held on April 28, 2016.)