COSAN S.A. INDÚSTRIA E COMÉRCIO
Corporate Taxpayer’s ID (CNPJ) 50.746.577/0001-15
Company Registry ID (NIRE) 35300177045
PUBLICLY-HELD COMPANY
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
HELD ON DECEMBER 14, 2010
Date, Time and Place: December 14, 2010, at 15:00 a.m., at the headquarters of COSAN S.A. INDÚSTRIA E COMÉRCIO (“Company”), at the administrative building of Cosan, located at Fazenda Pau D’Alho, s/nº, in the city of Barra Bonita, State of São Paulo.
Attendance: Shareholders representing more than 2/3 (two thirds) of the voting capital, as evidenced by the signatures in the shareholders’ attendance book.
Presiding Board: President: AUGUSTO ASSIS CRUZ NETO, by express nomination of RUBENS OMETTO SILVEIRA MELLO – Chairman of the Board of Directors, as pursuant to article 11 of the Company’s By-Laws. Secretary: MARCOS ANTONIO DE AGUIAR, nominated by the Chairman.
Call Notice: The call notice, pursuant to Article 124 of Law 6.404, of December 15, 1976 (“Brazilian Corporation Law”), was published in the Official Gazette of the State of São Paulo, in the editions of November 27 and 30 and December 1, 2010 and in the Valor Econômico newspaper, in the editions of November 29 and 30 and December 1, 2010.
Agenda: Amend the Company’s headquarters to the city of São Paulo, State of São Paulo.
Unanimous Resolutions: Shareholders unanimously approved to transfer the Company’s headquarters as of February 2nd, 2011m to the address Avenida Presidente Juscelino Kubitschek nº 1327, 4th floor, room 01, Vila Nova Conceição, in the city of São Paulo, State of São Paulo, CEP 04543-011, consequently amending the wording of Article 2 of the Company’s By-Laws, which shall have the following wording: “Article 2 – The Company’s headquarters is located in the city of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek nº 1327, 4th floor, room 01, Vila Nova Conceição, CEP 04543-011, and the Company may open and
maintain branches, agencies, offices or agents in any location of the Brazilian territory or abroad”.
Closure and Approval of the Minutes: There being no further business to discuss, the Chairman declared the meeting was adjourned for the time necessary to draw up these minutes, which were read, approved, and signed, with publication of the minutes without the names of attending Shareholders being authorized. aa) MARCELO DE SOUZA SCARCELA PORTELA - Chairman; AUGUSTO ASSIS CRUZ NETO - Secretary; Shareholders: COSAN LIMITED, NOVA CELISA S.A., AGUASSANTA PARTICIPAÇÕES S.A., RIO DAS PEDRAS PARTICIPAÇÕES S.A., COMMONWEALTH CARRIERS S.A., ANNISTON PTE. LTD., ISLAND SERVICES MANAGEMENT CORP. PAULO ROBERTO FARIA e PEDRO ISAMU MIZUTANI - by Marcelo de Souza Scarcela Portela; REZENDE BARBOSA S.A. ADMINISTRAÇÃO E PARTICIPAÇÕES - Roberto de Rezende Barbosa; ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND, AMERICAN AIRLINES,INC.MASTER FIXED BENEFIT TRUST, BARCLAYS GLOBAL INVESTORS NA, BGI EMERGING MARKETS STRATEGIC INSIGHTS FUND LTD, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, CENTRAL STATES SOUTHEAST SOUTHWEST A PE FD, COLLEGE RETIREMENT EQUITIES FUND, COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY, EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - EMERGING MARKETS EQUITY FUND, EATON VANCE STRUCTURED EMERGING MARKETS FUND, EATON VANCE TAX-MANAGED EMERGING MKTS FUND, ELFUN DIVERSIFIED FUND, EMERGING MARKETS INDEX FUND E, EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND, EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND B, EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND, EMPLOYEES RET.PLAN OF BROOKLYN UNION GAS, FIDELITY FUNDS - LATIN AMERICA FUND, FIDELITY INVESTMENT TRUST: FIDELITY SERIES EMERGING MARKETS FUND, STATE OF CALIFORNIA PUBLIC EMPLOYEES RET SYS, STATE OF WISCONSIN INVT. BOARD MASTER TRUST, STATE STREET EMERGING MARKETS, THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, LAUDUS INTERNATIONAL MARKETSMASTER FUND, TAIWAN COOPERATIVE BANK IN ITS CAPACITY AS MASTER CUSTODIAN, FORTIS L FUND EQUITY BRAZIL, FORTIS L FUND EQUITY LATIN AMERICA, GE FUNDS, GE INSTITUTIONAL FUNDS, GE INVESTMENTS FUNDS, INC., GENERAL ELECTRIC PENSION TRUST, GEUT EMERGING EQUITY PASSIVE 1, GMAM INVESTMENT FUNDS TRUST, HOUSTON FIREFIGTHERS' RELIEF AND RETIREMENT FUND, IBM SAVINGS PLAN, ILLINOIS STATE BOARD OF INVESTMENT, THE TEXAS EDUCATION AGENCY, ISHARES MSCI BRAZIL (FREE) INDEX FUND, JANUS ASPEN SERIES-INTL GROWTH PORTFOLIO, JANUS OVERSEAS FUND, JOHN HANCOCK FUNDS II
INTERNATIONAL EQUITY INDEX FUND, JOHN HANCOCK FUNDS II: EMERGING MARKETS VALUE FUND, JOHN HANCOCK TRUST DISCIPLINED DIVERSIFICATION TRUST, JOHN HANCOCK TRUST EMERGING MARKETS VALUE TRUST, JOHN HANCOCK TRUST INTERN EQUITY INDEX TRUST A, JOHN HANCOCK TRUST INTERN EQUITY INDEX TRUST B, NORTHERN TRUST QUANTITATIVE FUND PLC, PRINCIPAL EMERGING MARKETS EQUITY FUND, PRINCIPAL FUNDS, INC. - DIVERSIFIED INTERNATIONAL FUND, PRINCIPAL FUNDS, INC. - INTERNATIONAL EMERGING MARKETS FUND, PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. - DIVERSIFIED INTERNATIONAL ACCOUNT, PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. - INTERNATIONAL EMERGING MARKETS ACCOUNT, PUBLIC EMPLOYEES RE ASSOC OF NEW MEXICO, RENAISSANCE GLOBAL SMALL-CAP FUND, SEI INST INVESTTRUST - SMALLMID CAP EQUITY FUND, SEI INSTITUTIONAL INVESTMENT TRUST - SMALL CAP FUND, SOUTHERN CA EDISON CO NUCLEAR FAC QUAL CPUC DECOM M T FOR SAN ONOFRE AND PALO VERDE NUC GEN STATIONS, SPDR S AND P EEMRGING MARKETS ETF, SPDR S&P EEMRGING LATIN AMERICA ETF, STATE ST B AND T C INV F F T E RETIR PLANS, TEACHER RETIREMENT SYSTEM OF TEXAS, THE BANK OF NEW YORK A T F B I P P TRUST, THE BRAZIL MSCI EM MKTS INDEX COMMON TRUST FU, THE FUTURE FUND BOARD OF GUARDIANS, THE MASTER T B OF JAPAN LTD RE MTBC400035147, THE MASTER TRUST BOJ, LTD. AS TRUSTEE OF AIGG MOTHER FUND II, VANGUARD FTSE ALL-WORLD EX-US INDEX FD, A S OF V INTER E I FDS, VANGUARD EMERGING MARKETS STOCK INDEX FUND, VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS, WELLINGTON MANAGEMENT PORTFOLIOS (CAYMAN) DIVERSIFIED INFLATION HEDGES P (FOR QUALIFIED INVESTORS), WELLINGTON MANAGEMENT PORTFOLIOS (DUBLIN) P.L.C., WELLINGTON TRUST COMPANY N.A., THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST, NORGES BANK, VANGUARD INVESTMENT SERIES, PLC and VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS - by Paulo Roberto Bellentani Brandão.
This is a free English translation of the original instrument drawn up in the Company’s records.
AUGUSTO ASSIS CRUZ NETO
President of the meeting