COSAN S.A. INDÚSTRIA E
COMÉRCIO
PUBLICLY-HELD
COMPANY
Corporate Taxpayer's ID
(CNPJ) 50.746.577/0001-15
Company Registry ID (NIRE)
35300177045
MINUTES OF THE ANNUAL AND
EXTRAORDINARY GENERAL MEETINGS
HELD ON JULY 31,
2009
Date,
Time and Place:
July 31, 2009, at 15:00 p.m., at the administrative building of Cosan’s
headquarters, located at Bairro Costa Pinto s/n.º, in the city of Piracicaba,
State of São Paulo. Presiding
Board: MARCELO DE SOUZA SCARCELA PORTELA
– Chairman
(by express nomination of the Board of Directors’s Chairman Mr. Rubens
Ometto Silveira Mello, pursuant to article 11 of the Company’s By-laws),
and PAULO ROBERTO FARIA
– Secretary,
appointed by the Chairman. Call
Notice and Agenda: Through the call notice
published in the Official Gazette of the State of São Paulo (Business Issue) and
Jornal de Piracicaba newspaper, in the July 16, 17 and 18, 2009 editions, and
“Valor Econômico” newspaper, in the July 16, 17 and 20, 2009 editions, with the
following agenda: Annual
General Meeting:
1) examination,
discussion and approval of the financial statements and management report
referring to the fiscal year ended on March 31, 2009; 2) election of the
members of the Fiscal Council and their respective deputy members; and 3) ratification of the
nomination made by the Chairman of the Board of Directors of the three (3)
members of the Board of Directors who filled the vacant positions as a result of
the resignations that took place. Extraordinary
General Meeting:
1) increase of the limit
of the Company’s authorized capital stock to five billion reais
(R$5,000,000,000.00), with consequent amendment of article 6 of the
By-laws. Resolutions: Due to the attendance of
more than two-thirds (2/3) of the voting capital and of Mr. João Ricardo
Ducatti, member of the Fiscal Council, of Mr. Elton Flávio Ribeiro,
representative of Ernst & Young Auditores Independentes S.S., as well as
of Mr. Marcelo de Souza Scarcela Portela, Company’s board member
and Meeting Chairman, the Meeting was declared open. The matter included in
item “1” of the agenda
was put to vote and the shareholders approved the Management Report and the
Financial Statements related to the fiscal year ended on March 31, 2009, duly
published, pursuant to provisions of Law 6,404/76, in the June 26, 2009
edition of the Official Gazette of the State of São Paulo (Business Issue) and
newspapers Jornal de Piracicaba and Valor Econômico. Shareholders also approved
the loss recorded in the year in the amount of (four hundred and seventy-three
million, eight hundred and thirty-five thousand, eight hundred and seventy-eight
reais and fifty centavos (R$473,835,878.50), with partial absorption of this
loss by profit reserves, with a portion by the legal reserve, in the amount of
fifteen million, nine hundred and fifty-four
thousand, three
hundred and forty-three reais and thirty-four centavos (R$15.954.343,34) and
another portion by the reserve for new investments and upgrading, in the amount
of one hundred and eighty million, two hundred and nine thousand, one hundred
and sixteen reais and forty-eight centavos (R$180.209.116,48), and the
outstanding balance, in the amount of two hundred and seventy-seven million, six
hundred and seventy-two thousand, four hundred and eighteen reais and
sixty-eight centavos ($277.672.418,68). The matter included in item “2” of the agenda was put
to vote and the shareholders approved the installation of the Company’s Fiscal
Council and the election of its members and respective deputy members, pursuant
to article 30 of the Company’s By-laws, with term of office to be effective
until the Annual General Meeting to be held in 2010, in compliance with the law.
The following were declared elected as members of the Company’s Fiscal
Council: sitting
member: JOÃO RICARDO
DUCATTI, Brazilian, married, business administrator, Identity Card (RG -
SSP/SP) no. 6.282.479 and Individual Taxpayer’s ID (CPF/MF)
no. 513.139.448-15, resident and domiciled in the city of São Paulo, State
of São Paulo, with business address at Rua Estela, 515, Bloco H, cj. 202, Vila
Mariana, in the city of São Paulo, State of São Paulo, and his respective deputy
member HENRIQUE DE BASTOS
MALTA, Brazilian, married, lawyer, holder of Identity Card (RG)
no. R 97.172 and Individual Taxpayer’s ID (CPF/MF) no. 057.131.459-72,
resident and domiciled in the City and State of São Paulo, with business address
at Av. Juscelino Kubitschek, 1726, 6º andar, in the city of São Paulo,
State of São Paulo; sitting member: LUIZ CLÁUDIO GOMES RECCHIA,
Brazilian, married, economist, Identity Card (RG - SSP/SP) no. 32.036.103-2
and Individual Taxpayer’s ID (CPF/MF) no. 091.242.668-33, resident and
domiciled in the city of São Paulo, with business address at Rua Funchal, nº
129, 13º andar, in the city of São Paulo, State of São Paulo, and his respective
deputy member JOÃO CARLOS
CONTI, Brazilian, married, accountant and administrator, Identity Card
(RG - SSP/SP) no. 5.017.937 and Individual Taxpayer’s ID (CPF/MF)
no. 531.189.448-20, enrolled in the Regional Accounting Council of the
State of São Paulo under no. 1DF006819/O-2 “T”, resident and domiciled in
the city of São Paulo at Rua Ministro Álvaro de Souza Lima nº 253, Edifício
Villa do Campo, apto. 204, Jardim Marajoara, and sitting member: ALBERTO ASATO, Brazilian,
married, administrator, Identity Card (RG - SSP/SP) no. 6.232.223-0 and
Individual Taxpayer’s ID (CPF/MF) no. 710.704.198-34, resident and
domiciled in the city of Assis, State of São Paulo, at Rua Raimundo Recco, 212
and his respective deputy member JOÃO ROBERTO FRACASSO,
Brazilian, married, accountant, Identity Card (RG - SSP/SP)
no. 26.467.701-8 and Individual Taxpayer’s ID (CPF/MF)
no. 137.147.468-03, resident and domiciled in the city of Assis, State of
São Paulo, at Rua Uracy da Silveira Lobo nº 36, Jardim Europa. The
shareholders also established the compensation of the Fiscal Council members at
up to two hundred and two thousand reais (R$202,000.00). The matter included in
item “3” of the agenda
was put to vote and the shareholders ratified the nomination made by the Board
of
Directors’ Chairman
of the three (3) members of the Board of Directors, who were elected to fill the
vacant positions as a result of the resignations that took place, pursuant to
the sole paragraph of article 18 of the By-laws, namely, MARCELO EDUARDO MARTINS,
Brazilian, married, business administrator, Identity Card (RG - SSP/SP)
no. 15.465.270-SSP/SP and Individual Taxpayer’s ID (CPF/MF)
no. 084.530.118-77, with offices in this city, at Av. Presidente Juscelino
Kubitschek, 1.726, 6º andar; SYLVIO RICARDO PEREIRA DE
CASTRO, Brazilian, married, engineer, Identity Card (RG - SSP/SP)
no. 24.649.504-2 and Individual Taxpayer’s ID (CPF/MF)
no. 267.136.868-26, residing at Av. Diógenes Ribeiro de Lima, 2361, Bloco
3, aptº 34, Bairro Alto de Pinheiros, city of São Paulo, State of São Paulo, and
ROBERTO DE REZENDE
BARBOSA, Brazilian, married, owner, Identity Card (RG - SSP/SP)
no. 3.431.622, and Individual Taxpayer’s ID (CPF/MF)
no. 368.376.798-72, residing at Fazenda Nova América, s/nº, Bairro Água da
Aldeia, in the city of Tarumã, State of São Paulo. The term of office of the
Board members elected retroactively shall be in force until the end of the
unified term of office of the other Board members elected on the Annual General
Meeting of August 29, 2008. The matters of the Annual General Meeting were
approved by a majority of votes. Extraordinary
General Meeting:
The matter included in item “1”
of the agenda was put to vote and the attendees approved the increase of
the limit of authorized capital stock of the Company to five billion reais
(R$5,000,000,000.00), with the consequent amendment to article 6 of the By-laws,
which is now effective with the following wording: “Article 6. The Company’s
capital stock may be increased up to the limit of five billion reais
(R$5,000,000,000.0), regardless of amendment to the By-laws, upon resolution by
the Board of Directors, which is qualified to establish the number of shares to
be issued for public or private distribution in Brazil or abroad, the issue
price and the other subscription and payment conditions for the shares, within
the authorized capital stock, as well as to resolve on the exercise of the
preemptive right, in accordance with the legal and statutory provisions,
especially as set forth in Article 172 of the Law no. 6,404. First Paragraph. The Company may
issue shares, debentures convertible into shares, or subscription bonuses
without granting preemptive right to the former shareholders, or with reduction
of the period for exercise of such preemptive right as set forth by the Article
171, paragraph 4, of Law 6,404, of December 15, 1976, as amended (“Law
6,404/76”), as long as the placement of said securities is made (a) through a
sale at a stock exchange or by public subscription, or (b) by means of share
swap in a public offering for acquisition of control. Second Paragraph. Within the limit
of the authorized capital stock, and in accordance with a plan that is approved
by the General Meeting, the Company may grant stock options issued by it to its
managers, employees, and other persons that provide services to the Company or
to the subsidiaries of the Company.”. The matter of the
Extraordinary General Meeting was approved by
unanimous vote.
Mr. Paulo Roberto Bellentani Brandão submitted listings containing the
meaning of the votes cast by the shareholders represented by him, which were
received and initialed by the Presiding Board. Closure
and Approval of the Minutes: There being no further business to
discuss, the Chairman stated that all matters were approved, with abstention from voting of the
shareholders legally impeded, and the meeting was adjourned, and I,
the Secretary, drew up these minutes which were read, approved and signed by all
in attendance, with publication of the minutes without the names of those
shareholders present being authorized.
MARCELO
DE SOUZA SCARCELA PORTELA
Chairman and Legal
Executive Officer
PAULO
ROBERTO FARIA
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.
and RUBENS OMETTO
SILVEIRA MELLO.
by Paulo Roberto
Faria
PAULO
ROBERTO FARIA
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, FIDELITY INVESTMENT
TRUST: FIDELITY TOTAL INTERNATIONAL EF, 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, ING
INTERNATIONAL FUND, ING INTERNATIONAL PORTFOLIO, ISHARES MSCI BRAZIL (FREE)
INDEX FUND, JANUS ADVISER INTERNATIONAL GROWTH 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, LA FIRE AND POLICE PENSION SYSTEM,
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, THE TEXAS EDUCATION AGENCY, VANG 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
REZENDE
BARBOSA S.A. ADMINISTRAÇÃO E PARTICIPAÇÕES
Roberto de Rezende
Barbosa
JOÃO
RICARDO DUCATTI
Member of the
Fiscal Council
ERNST
& YOUNG AUDITORES INDEPENDENTES S.S.
Elton Flávio
Ribeiro