COSAN S.A. INDÚSTRIA E COMÉRCIO
Corporate Taxpayers’ ID (CNPJ): 50.746.577/0001-15
Company Registry (NIRE): 35.300.177. 045
minutes of the board of directors’ meeting
held on April 27, 2010
1. Date, Time and Venue: Held on April 27, 2010, at 11:00 a.m., at the Company’s headquarters at Avenida Juscelino Kubitschek, 1726, 6º andar, in the city and state of São Paulo.
2. attendance: All members of the Company’s Board of Directors, namely: Rubens Ometto Silveira Mello, Chairman, Pedro Isamu Mizutani, Vice-Chairman, Burkhard Otto Cordes, Marcelo Eduardo Martins, Serge Varsano (by proxy Rubens Ometto Silveira Mello) Maílson Ferreira da Nóbrega, Marcelo de Souza Scarcela Portela, Pedro Luiz Cerize and Roberto de Rezende Barbosa, Board members. All members attended the meeting via conference call, in accordance with paragraph 2 of Article 20 of the Company’s Bylaws.
3. Call notice: the call notice was waived due to the attendance of all Board members.
4. Presiding: Chairman: Rubens Ometto Silveira Mello; Secretary: Augusto Assis Cruz Neto.
5. Agenda: The Chairman announced that the present meeting was called to decide on the following matters: pursuant to Articles 26 and 27 of the Bylaws, to authorize the Company and its subsidiaries Cosan Paraguaçu S.A., Cosan S.A. Açúcar e Álcool, Cosan Centroeste S.A. Açúcar e Álcool, Cosan Alimentos S.A. and Nova América S.A.Industrial Caarapó, and any other affiliated company not mentioned herein, to take part and vote on the Extraordinary Shareholders’ Meeting of the association to which they are affiliated, CTC –Centro de Tecnologia Canavieira (Sugarcane Producers Technology Center), to be held on April 28, 2010.
6. Resolutions: The meeting was installed and, after discussing the matters on the agenda, the Board Members unanimously and with no restrictions resolved to authorize the Company and said affiliated companies to take part on the Extraordinary Shareholders’ Meeting of the association to which they are affiliated, CTC – Centro de Tecnologia Canavieira, to be held on April 28, 2010, with the following agenda: “amendment of Article 54 of CTC’s current Bylaws to include the possibility of spin-off, transformation, dissolution, sale or extinction of CTC”. The Company will vote in favor of the amendment of the Article reading, as expressed above, and will be represented in said Meeting by its Operations Vice-President, Pedro Isamu Mizutani, bearer of the identity document (RG/SP) no. 11.350.830 and inscribed in the roll of individual taxpayers (CPF/MF) under number 023.236.298-08, representing the Company’s CEO, Marcos Marinho Lutz, who is travelling abroad and will not return until the aforementioned meeting.
7. Closure: There being no further business on the agenda, the meeting was adjourned and these minutes were drawn up, read and registered in the Company’s records. São Paulo, April 27, 2010. Signatures: Rubens Ometto Silveira Mello - Chairman, Pedro Isamu Mizutani - Vice-Chairman, Burkhard Otto Cordes, Serge Varsano (by proxy Rubens Ometto silveira Mello), Marcelo Eduardo Martins, Roberto de Rezende Barbosa, Maílson Ferreira da Nóbrega, Pedro Luiz Cerize, Marcelo de Souza Scarcela Portela – board members.
This is a free translation of the minutes drawn up in the Company’s Records.
São Paulo, April 27, 2010.
Augusto Assis Cruz Neto
Secretary