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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 DIRE CTO RS' MEETING HELD ON SEPTEMBER 28, 2012

1. DATE, TIME AND VENUE: On September 28, 2012, 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: The majority of members of the Company's Board of

Directors attended the meeting.

3. PRESIDING BOARD: Chairman: Mr. Meyer Joseph Nigri. Secretary: Mr. Carlos Alberto Júlio. 4. AGENDA: To resolve on the following agenda: election of the Chief Financial Officer, Investor Relations Officer, Flex Business Platform Officer, Premium Business Platform Officer and Director with no specific designation, due to the resignation of the current Chief Financial Officer and Investor Relations as well as due to changing positions of current officers. 5. RESOLUTIONS: By a unanimous vote, the Board of Directors decided: 5.1 Accept the resignation of(i) Mr. THOMAS DANIEL BRULL, Brazilian citizen, married, business administrator, bearer of ID Card (RG) nº 3.625.613/SSP-SP, inscribed in the Roll of Individual Taxpayers (CPF/MF) under n° 664.569.088-68, domiciled in the City and State of São Paulo, with offices at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, to the positions of Investor Relations Officer and Chief Financial Officer of the Company, as resignation letter submitted by him to the Company on the date hereof, filed at the Company's headquarters; (ii) Mr. NEWMAN CARDOSO DO AMARAL BRITO,

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Brazilian, married, business administrator, bearer of ID Card n° 9.429.275 SSP/SP, and, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 089.534.268-55, resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, to the position of Flex Business Platform Officer of the Company, as resignation letter submitted by him to the Company on the date hereof, filed at the Company's headquarters; and (iii) Mr. JOSEPH MEYER NIGRI, Brazilian, married, engineer, bearer of ID Card (RG) no.32.731.388-2 SSP/SP, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 298.215.498-61, domiciled in the City and State of São Paulo, with offices at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51,
52, 53 e 54, parte, Bloco B, to the position of Premium Business Platform Officer of the Company, as resignation letter submitted by him to the Company on the date hereof, filed at the Company's headquarters.

5.2 Consequently, to approve the election of(i) Mr. JOSEPH MEYER NIGRI, Brazilian, married, engineer, bearer of ID Card (RG) no.32.731.388-2 SSP/SP, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 298.215.498-61, domiciled in the City and State of São Paulo, with offices at Avenida Brigadeiro Faria Lima, 3.477,

5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, for the position of Director with no specific designation and Investor Relations Officer of the Company; (ii) Mr. TOMAS LASZLO BANLAKY, Brazilian citizen, married, engineer, bearer of ID Card (RG) n° 8.331.935/SSP-SP and inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 038.993.388-04, domiciled in the City and State of São Paulo, with offices at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, for the position of Chief Financial Officer of the Company, cumulatively with the position of Administrative Officer of the Company which currently holds, in accordance with Article 20 of Company's Bylaws; (iii) Mr. NEWMAN CARDOSO DO AMARAL BRITO, Brazilian, married, business administrator, bearer of ID Card n° 9.429.275 SSP/SP, and, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 089.534.268-55, resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, 3.477,
5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, for the position of Premium Business Platform Officer of the Company; and (iv) Mr. ENZO BIAGIO RICCETTI, Brazilian, married, engineer, bearer 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 offices at Avenida
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Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, for the position of Flex Business Platform Officer of the Company. The Officers hereby elected shall hold office until the holding of the Annual Shareholders' Meeting which will approve the accounts for the fiscal year ended on December 31, 2013.

5.2.1 The members re-elected 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; (ii) presenting the clearance certificate; and, when applicable, (iii) signing the Management's Instrument of Consent, based on the model included as Exhibit A of the "Novo Mercado" Segment Listing Rules. 5.2.2 It has been assigned to Joseph Meyer Nigri the position of Deputy Chief Executive Officer, in charge of (i) jointly with the Chief Executive Officer, leading the execution of activities related to the Company's general planning and supervise the Company's management activities; (ii) performing the role of the Chief Executive Officer during his absences and temporary preventions; regardless of any formality; (iii) representing the Company as plaintiff or defendant, in or out of court, as provided for by Article 25 of Company's Bylaws; and (iv) exercising other roles or duties assigned, from time to time, by the Chief Executive Officer. 5.3 In view of the above resolutions, the Board of Executive Officers of the Company shall be composed as follows: (i) Mr. MEYER JOSEPH NIGRI, Brazilian, married, civil engineer, bearer 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 offices located at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, as Chief Executive Officer; (ii) Mr. JOSEPH MEYER NIGRI, Brazilian citizen, married, engineer, bearer of ID Card (RG) no.32.731.388-2 SSP/SP, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 298.215.498-61, domiciled in the City and State of São Paulo, with offices located at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, as Director with no specific designation and Investor Relations Officer; (iii) Mr. TOMAS LASZLO BANLAKY, Brazilian citizen, married, engineer, bearer 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, domiciled in the City and State of São Paulo, with offices located at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, as

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Administrative Officer and Chief Financial Officer; (iv) Mr. FÁBIO VILLAS BOAS, Brazilian citizen, married, civil engineer, bearer of ID Card (RG) no.5.528.310- SSP/SP, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no.

052.124.048-43, domiciled in the City and State of São Paulo, with offices located at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, as Technical Officer; (v) Mr. DOUGLAS DUARTE, Brazilian citizen, married, real-estate broker, bearer of ID Card (RG) no. 12.681.648 - SSP/SP, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no.075.581.018-08, domiciled in the City and State of São Paulo, with offices located at Avenida Brigadeiro Faria Lima, 3.477,
5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, as Commercial Officer; (vi) Mr. ROMEO DEON BUSARELLO, Brazilian citizen, married, business administrator, bearer of ID Card (RG) no. 1.482.886 - SSP/SP, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 545.401.359-53, domiciled in the City and State of São Paulo, with offices located at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, as Marketing Officer; (vii) Mr. JOSÉ CARLOS LAZARETTI JÚNIOR, Brazilian, married, lawyer, bearer of ID Card (RG) 13.867.574 SSP/SP, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no 041.870.788-00, resident in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, as Legal Officer; (viii) Mr. NEWMAN CARDOSO DO AMARAL BRITO, Brazilian, married, business administrator, bearer of ID Card 9.429.275 SSP/SP, and, inscribed in the Roll of Individual Taxpayers (CPF/MF) under no. 089.534.268-55, resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, as Premium Business Platform Officer; and (x) Mr. ENZO BIAGIO RICCETTI, Brazilian, married, engineer, bearer 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 offices located at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52, 53 e 54, parte, Bloco B, as Flex Business Platform Officer.
7. 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. São Paulo, September 28th, 2012. Presiding Board: Chairman - Mr. Meyer Joseph Nigri; Secretary - Mr. Carlos Alberto Júlio. AttendingBoard Members: Meyer Joseph Nigri, Carlos Alberto Júlio, Marcelo Gasparino da
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Silva, Maurizio Mauro, Ricardo Barbosa Leonardos and José Roberto Mendonça de
Barros.
São Paulo, September 28th, 2012.

Presiding Board:

Meyer Joseph Nigri

Chairman

Carlos Alberto Júlio

Secretary

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