Minutes of Extraordinary Board of Directors Meeting No. 01/A/2013, from January 21, 2013

CETIP S.A. - MERCADOS ORGANIZADOS Corporate Taxpayer's ID (CNPJ) no. 09.358.105/0001-91 Corporate Registry ID (NIRE): 33.300.285.601 MINUTES OF EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS No. 01/A/2013 Held on January 21st, 2013

On January 21st, 2013, at 1:00 PM, the Board of Directors of CETIP S.A. - MERCADOS ORGANIZADOS held an extraordinary meeting, chaired by Mr. Edgar da Silva Ramos, with Mr. Francisco Carlos Gomes as Secretary, with the attendance of Messrs. David Scott Goone, Roberto de Jesus Paris, Gilson Finkelsztain, Pedro Paulo Mollo Neto, Ary Oswaldo Mattos Filho, Robert Taitt Slaymaker, Alkimar Ribeiro Moura and João Carlos Ribeiro.
Mr. Luís Otávio Matias was absent for reasons justified to the Board of Directors.

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 made by unanimous vote of those present based on the supporting documents (appended) that are filed at the Company's headquarters.

Resolutions:

1. Approval and ratification of the Company's Capital Stock increase due to the exercise of options in the scope of the Company's Stock Options Grant Program.

Mr. Francisco Carlos Gomes exposed to the Board Members the need of increasing the Company's Capital Stock, within the limits of the authorized Capital by the Company's Bylaws, having in mind the exercise of options to acquire shares in the scope of the Company's Stock Options Grant Program.
Presenting the information refering to the issue, the Board approved and ratified the Company's Capital Stock increase, within the limit of its authorized Capital by the Company's Bylaws, in the amount of twelve million, eight hundred and twenty nine thousand, four hundred and ninety seven reais and fifty cents (BRL 12,829,497.50) with the issuance of seven hundred and twenty three thousand nine hundred and sixty six (723,966) ordinary shares. The shares issued shall participate in equal conditions in all the benefits, including dividends and any capital yields, which may come to be approved by the Company.

Minutes of Extraordinary Board of Directors Meeting No. 01/A/2013, from January 21, 2013

According to the terms in article 171, paragraph 3, of the Brazilian Corporate Law, the shareholders shall not have preference rights in the subscription of capital stock increase due to the exercise of options for acquiring shares.
Thus, the Capital Stock subscribed increases from three hundred and fifteen million, two hundred and sixty nine thousand, eight hundred and thirty three reais and seventy four cents (BRL
315,269,833.74) divided into two hundred and fifty six million, seven hundred and twelve
thousand, six hundred and thirteen (256,712,613) ordinary shares, with no par value, to three hundred and twenty eight million ninety nine thousand, three hundred and thirty one reais and twenty four cents (BRL 328,099,331.24), divided into two hundred and fifty seven million, four hundred and thirty six thousand, five hundred and seventy nine (257,436,579) 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.
Original document signed by Board Members: Edgar da Silva Ramos, David Scott Goone, Roberto de Jesus Paris, Gilson Finkelsztain, Pedro Paulo Mollo Neto, Ary Oswaldo Mattos Filho, Roberto Taitt Slaymaker, Alkimar Ribeiro de Souza 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, January 21st, 2013. Francisco Carlos Gomes Secretary
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