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 SEPTEMBER 14, 2009
Date,
Time and Place: September 14, 2009, at 10:00 a.m., at the headquarters of
COSAN S.A. INDÚSTRIA E COMÉRCIO
(“Company”), at the
administrative building of Cosan, located at Bairro Costa Pinto s/n.º, in the
city of Piracicaba, 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: Chairman: MARCELO
DE SOUZA SCARCELA PORTELA, 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: AUGUSTO
ASSIS CRUZ NETO, 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 August 28 and 29, 2009 and September 1st, 2009,
in the Jornal de
Piracicaba, in the editions of August 28, 29 and 30, 2009 and in the
Valor Econômico
newspaper, in the editions of August 28 and 31, 2009 and September 1st,
2009.
Agenda:
amend the Company’s headquarters to “Cosan’s Administrative Building”, located
at Fazenda Pau D’Alho, s/nº, in the city of Barra Bonita, State of São
Paulo.
Unanimous
Resolutions: Shareholders unanimously approved to transfer the Company’s
headquarters to the address mentioned in the meeting’s agenda, 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 Barra Bonita, State of São
Paulo, at
Cosan’s
Administrative Building, located at Fazenda Pau D’Alho s/nº, CEP 17340-000, 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.
Piracicaba (SP),
September 14, 2009.
AUGUSTO
ASSIS CRUZ NETO
Secretary