MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF

SOUZA CRUZ S.A.

HELD ON 28 JUNE 2011

CNPJ/MF No. 33.009.911/0001-39

NIRE No. 33.300.136.860

On 28 June 2011, at 4 p.m., at the head offices of the Company located at Rua Candelária 66, in this city, the Board of Directors met under the chairmanship of the Vice-President, Mr. Dante João Letti, with the following directors present: Messrs. Carlos Ivan Simonsen Leal, João Pedro Gouvêa Vieira Filho, Leonardo Forner Senra, Pedro Sampaio Malan and Rudolf Hohn; absent for justified reason, the President Mr. Mark Marijn Cobben and director Luiz Felipe Palmeira Lampreia. The meeting having been opened, Mr. Dante João Letti declared that the specific purpose of the meeting was to examine the proposal of the Board of Officers of supplemental payment of Interest on Equity. The Directors, after analyzing the proposal of the Board of Officers, decided, based on article 9 of Law no. 9.249/95, to pay the shareholders Interest on Equity, regarding the second quarter, in the amount of R$ 25,836,927.25 (twenty-five million, eight hundred thirty-six thousand, nine hundred twenty-seven reais and twenty-five centavos) in the proportion of R$ 0.016904 per share, observing the legal limits at the date of payment, based on the results of the second quarter of 2011.  Said payment will be made on August 18, 2011 and shall be adjusted by the SELIC rate as of July 1st, 2011 up to and including August 17, 2011.  As there was nothing further to discuss, the meeting was closed and these Minutes drawn up. 

Rio de Janeiro, June 28, 2011.

Signatures: Dante João Letti; Carlos Ivan Simonsen Leal; João Pedro Gouvea Vieira Filho; Leonardo Forner Senra; Pedro Sampaio Malan and Rudolf Hohn.

I hereby represent that this is a faithful copy of the original Minutes.

Rio de Janeiro, June 28, 2011.

Monica Fernandes Saraiva

Attorney-in-fact