MINUTES of the 2015 annual general meeting of the
shareholders of Cosan Limited (the “Company”), held at
Avenida Presidente Juscelino Kubitschek, 1327, 4th floor, São
Paulo, Brazil, on April 30, 2015 at 2:00 p.m. local time (the
“Meeting”).
1.
PRESENT:
Rubens Ometto Silveira Mello, Chairman
IN ATTENDANCE:
Costa Pinto S.A. (30.010.278 shares); MSOR Participações S.A.
(1.811.250 shares); Queluz Holdings Limited (71.562.877 shares);
Usina Bom Jesus S.A. Açúcar e Álcool (255.000 shares); Advanced
Series Trust – AST Goldman Sachs Multi-Asset Portifolio (4.100
shares); Canada Pension Plan Investment Board (256.300 shares);
PS Inst Latam LLC (144.500 shares); e TT Emerging Markets
Equity Fund (The Fund), A Sub-Fund Of TT International Funds
PLC - The Company (21.550 shares) (the “Shareholders”).
CHAIRMAN
Rubens Ometto Silveira Mello was elected as chairman of the Meeting (the
“Chairman”) and Marcelo Eduardo Martins as secretary (the “Secretary”).
2.
NOTICE & QUORUM
The notice convening the Meeting was taken as read and the Chairman reported that
notice had been given to all of the Shareholders in accordance with the bye-laws of
the Company and that a quorum was present.
3.
AUDITED FINANCIAL STATEMENTS
The Chairman presented the auditors’ report (“Auditors’ Report”) and financial
statements (“Financial Statements”), prepared in accordance with generally accepted
accounting principles, for the fiscal year started on January 1, 2014 and ended on
December 31, 2014 to the Meeting.
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It was RESOLVED that the Auditors’ Report and Financial Statements for the fiscal
year started on January 1, 2014 and ended on December 31, 2014 be received and
adopted.
4.
ELECTION OF DIRECTORS
It was RESOLVED that:
(a)
the following individuals be re-elected to serve as directors of the Company
for three-year terms in accordance with bye-law 23.5, until the 2018 annual
general meeting or until their election is terminated in accordance with the
Company’s bye-laws;
Name
Burkhard Otto Cordes
Marcos Marinho Lutz
Marcelo de Souza Scarcela Portela
(b)
Class II director
Class II director
Class II director
the following individuals be elected to serve as directors of the Company for
three-year terms in accordance with bye-law 23.5, until the 2018 annual general
meeting or until their election is terminated in accordance with the Company’s
bye-laws;
Name
Roberto de Rezende Barbosa
Dan Ioschpe
5.
Position
Position
Class II director
Class II director
(c)
the Company’s board of directors (the “Board”) be authorised to fill the
vacancies arising on the Board as and when it deems fit; and
(d)
the remuneration of the directors be fixed by the board in accordance with
bye-law 27.1.
APPOINTMENT OF AUDITORS
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It was also noted that PricewaterhouseCoopers Auditores Independentes (“PWC”)
has served as the Company’s independent auditors for a three-year period and a letter
of resignation was provided to the Meeting by PWC to resign as the Company’s
auditors. The Chairman further noted that, as recommended by the Board, the
Company intends to appoint KPMG Auditores Independentes (“KPMG”) to serve as
the Company’s independent auditors for the financial period beginning as of January 1,
2015.
Therefore, it was RESOLVED that the letter of resignation from PWC to resign as the
Company’s independent auditors be accepted and that the firm of KPMG be appointed
as the independent auditors of the Company for the financial period beginning as of
January 1, 2015 to hold office until the close of the next annual general meeting of the
Company at a fee to be determined by the Board.
6.
CONFIRMATION OF ACTS
It was RESOLVED that any and all duly authorised actions taken by the directors
and officers for and on behalf of the Company to date be approved, ratified and
confirmed.
7.
CLOSE
There being no further business to come before the Meeting the proceedings then
concluded.
Chairman
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