COSAN S.A. INDÚSTRIA E COMÉRCIO
PUBLICLY HELD COMPANY
Corporate Taxpayers’ Id. (CNPJ): 50.746.577/0001-15
Company Registry (NIRE) No. 35.300.177.045
MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING HELD ON APRIL
30, 2014
1.
Date, Time and Venue: July 31, 2012, at 11 a.m. at the Company’s head office
located at Avenida Presidente Juscelino Kubitschek, 1327, 4º andar, sala 01, in the city
and state of São Paulo.
2.
Presiding Board: MARCELO DE SOUZA SCARCELA PORTELA –
Chairman (indicated in writing by the Chairman of the Board, Rubens Ometto Silveira
Mello, pursuant to article 10 of the Company’s Bylaws), and MARIA RITA DE
CARVALHO DRUMMOND – Secretary, as indicated by the Chairman of the
Meeting.
3.
Attendance: Shareholders representing more than two-thirds (2/3) of the voting
capital, as per the signatures in the Shareholder Attendance Register. Also present were
Mrs. Nadir Dancini Barsanulfo, member of the Fiscal Council; Mr. Rafael Aloizio
Alves dos Santos, representative from PricewaterhouseCoopers, the independent audit
firm, Mr. Carlos Eduardo Vitorello Vianna, the Company accountant, and Mr. Julio
Fontana Neto, the Company’s Infrastructure Division Executive Officer.
4.
Call Notice: Call notice was published in the in the “Caderno Empresarial”
section of the São Paulo State Official Gazette and the “Folha de São Paulo” newspaper
on April 15, 16 and 17, 2014, pursuant to article 124, paragraph 1, clause II of Law
6,404 on December 15, 1976 (“Law of Corporations”).
5.
Agenda: (i) To analyze the management accounts, examine, discuss and vote on
the financial statements relating to the fiscal year ended December 31, 2013,
exceptionally composed of nine (9) months; (ii) To allocate the net income from the
fiscal year ended December 31, 2013; (iii) To fix the overall management compensation
for the fiscal year that started on January 1st, 2014; (iv) To elect the members of the
Company’s Board of Directors; and (v) To elect the members of the Company’s Fiscal
Council.
6.
Deliberations: Following a detailed analysis of the matters on the Agenda by
the present shareholders, the Chairman put them to the vote:
After the matter mentioned in item (i) of the agenda was put to vote, the shareholders
unanimously approved the with the abstention of those legally impeded, the
Management’s Report and the Financial Statements relating to the fiscal year ended
December 31, 2013, exceptionally composed of nine (9) months, duly published in the
“São Paulo State Official Gazette – Caderno Empresarial” and in the “Folha de São
Paulo” newspaper on February 27, 2014, pursuant to the Law of Corporations;
After the matter mentioned in item (ii) of the agenda was put to vote, the shareholders
unanimously approved, with the abstention of those legally impeded, the following
allocation of the net income from the fiscal year ended December 31, 2013, in the total
amount of R$234,149,877.51 (two hundred thirty-four million, one hundred forty-nine
thousand, eight hundred seventy-seven reais and fifty-one centavos) as follows: (a)
“Legal Reserve” in the amount of R$11,707,493.88 (eleven million, seven hundred and
seven thousand, four hundred and ninety-three reais and eighty-eight centavos), (b)
payment of the minimum mandatory dividend in the amount of R$55,610,595.91 (fiftyfive million, six hundred and ten thousand five hundred ninety-five dollars and ninety
one centavos), calculated in accordance with the Law of Corporations and the
Company’s Bylaws; (c) allocation of the balance net income of R$166,831,787.73 (one
hundred sixty-six million eight hundred thirty one thousand, seven hundred eightyseven reais and seventy-three centavos), to the “Special Reserve” for the purposes
specified in item (iv) of article 29 of the Bylaws;
The shareholders also unanimously approved the payment of dividends proposed by the
Company management in the amount of R$150,000,000.00 (one hundred and fifty
million reais), as follows: (a) R$55,610,595.91 (fifty-five million, six hundred and ten
thousand five hundred ninety-five dollars and ninety one centavos), from the payment
of the minimum mandatory dividend, in the fiscal year ended December 31, 2013, as
deliberated above; (b) R$30,743,965.53 (thirty million, seven hundred forty-three
thousand, nine hundred sixty-five reais and fifty-three centavos); from the unrealized
profit reserves account; and (c) R$63,645,438.56 (sixty-three million, six hundred forty-
five thousand, four hundred thirty-eight reais and fifty-six centavos), from the statutory
reserves account. The payment of dividends hereby approved shall be made within sixty
(60) days from this date, without any monetary update, according to procedure to be
detailed by the Company in a Notice to Shareholders, to shareholders holding
Company’s shares on the date hereof, and shares will be deemed as "ex-dividends" from
May 1, 2014.
After the matter mentioned in item (iii) of the agenda was put to vote, the shareholders
approved by absolute majority, with the abstention of those legally impeded, to set,
pursuant to article 12, paragraph I of CVM Instruction 481/09, the overall management
compensation for the fiscal year started on January 1st, 2014 and to end on December
31, 2014, at up to R$43,000,000.00 (forty-three million reais), including fees and any
bonus, to be adjusted annually based on the provisioned from the previous fiscal year
due to the monetary restatement. The Board of Directors is entrusted with the task of
fixing the individual compensation amount;
After the matter mentioned in item (iv) of the agenda was put to vote, the shareholders
approved by absolute majority, with the abstention of those legally impeded, the
reelection of the members of the Board of Directors, without the election of alternate
members, in accordance with article 15 of the Company’s Bylaws, for a term of two (2)
years starting from this date and until the investiture of the members that may be elected
to replace them in the future, Messrs. RUBENS OMETTO SILVEIRA MELLO,
Brazilian citizen, married, engineer, bearer of Identity Card RG/SSP/SP no. 4.170.972X and Individual Taxpayer Registration (CPF/MF) no. 412.321.788-53, resident and
domiciled in the city and state of São Paulo, with business address at Avenida Juscelino
Kubitschek, 1327, 4.º, andar, São Paulo (SP) as Chairman of the Board of Directors;
MARCELO DE SOUZA SCARCELA PORTELA, Brazilian citizen, married,
lawyer, Bar Association (OAB/SP) membership no. 75.709, bearer of Identity Card
RG/SSP/SP no. 6.762.668 and Individual Taxpayer Registration (CPF/MF) no.
023.502.188-13, resident and domiciled in the city and state of São Paulo, with
commercial address at Av. Juscelino Kubitschek, 1327, 4.º, andar, São Paulo (SP) –
Vice Chairman of the Board of Directors; PEDRO ISAMU MIZUTANI, Brazilian
citizen, married, engineer, bearer of Identity Card RG/SSP/SP no. 11.350.830 and
Individual Taxpayer Registration (CPF/MF) no. 023.236.298-08, resident and domiciled
in the city of Piracicaba, state of São Paulo, with business address at Avenida Juscelino
Kubitschek, 1327, 4.º, andar, São Paulo (SP); SERGE VARSANO, French citizen,
married, businessman, holder of French passport no. 01BB13311, issued on 08/31/2005
in Paris, France, resident and domiciled in France, with business address at Rua de La
Ville I’Evêque, Paris (75008); ROBERTO DE REZENDE BARBOSA, Brazilian
citizen, married, businessman, bearer of Identity Card RG/SSP/SP no. 3.431.622 and
Individual Taxpayer Registration (CPF/MF) no. 368.376.798-72, resident in Fazenda
Nova América, s/no., Bairro Água da Aldeia; MARCELO EDUARDO MARTINS,
Brazilian citizen, married, business administrator, bearer of Identity Card RG/SSP/SP
no. 15.465.270 and Individual Taxpayer Registration (CPF/MF) no. 084.530.118-77,
resident and domiciled in the city and state of São Paulo, with business address at
Avenida Juscelino Kubitschek, 1327, 4.º, andar, São Paulo (SP); BURKHARD OTTO
CORDES, Brazilian citizen, married, administrator, bearer of Identity Card RG/SSP/SP
no. 13.255.194-9 and Individual Taxpayer Registration (CPF/MF) no. 286.074.808-39,
resident and domiciled in the city and state of São Paulo, with business address at
Avenida Juscelino Kubitschek, 1327, 2.º andar, São Paulo (SP); MAILSON
FERREIRA DA NOBREGA, Brazilian citizen, divorced, economist, bearer of Identity
Card RG/SSP/DF no. 214.106 and Individual Taxpayer Registration (CPF/MF) no.
043.025.837-20, resident and domiciled in the city and state of São Paulo, with business
address at Rua Estados Unidos no. 498; DAN IOCHPE, Brazilian citizen, married,
administrator, bearer of Identity Card RG/SSP/SP no. 3.018.532.915 and Individual
Taxpayer Registration (CPF/MF) no. 439.240.690-34, resident and domiciled in the city
and state of São Paulo, with business address at Luigi Galvani, 146, 13º andar; and
RICARDO DE SOUZA GAYOSO E ALMENDRA, Brazilian citizen, married,
administrator, bearer of Identity Card RG/SSP/SP no. 24.125.056-0 and Individual
Taxpayer Registration (CPF/MF) no. 273.621.808-61, resident and domiciled in the city
and state of São Paulo, with business address at Avenida Cardoso de Melo, 1.340, 6º
andar – Members of the Board of Directors. Members Serge Varsano, Maílson
Ferreira da Nóbrega and Dan Ioschpe are “Independent Members” according to the
Listing Rules of BM&FBovespa’s Novo Mercado segment, and represent more than
20% of the members of the Board of Directors elected hereby, thus complying with
paragraph 3 of article 15 of the Company’s Bylaws.
After the matter mentioned in item (v) of the agenda was put to vote, and installed the
Fiscal Council, the shareholders approved by majority, the election of the members of
the Company’s Fiscal Council, with term until the next Annual General Meeting: (a) as
sitting member, NADIR DANCINI BARSANULFO, Brazilian citizen, divorced,
lawyer, bearer of Identity Card RG/SSP/SP no. 11.767.161-7 and Individual Taxpayer
Registration (CPF/MF) no. 276.175.488-34, resident and domiciled in the city and state
of São Paulo, with business address at Avenida Presidente Juscelino Kubitschek, 1327,
3° andar, and as her alternate SÉRGIO ROBERTO FERREIRA DA CRUZ, Brazilian
citizen, divorced, economist, bearer of Identity Card RG/SSP/SP no. 3.652.154-0 and
Individual Taxpayer Registration (CPF/MF) no. 352.453.107-59, resident and domiciled
in the city and state of Rio de Janeiro, with residencial address at Avenida Prefeito
Dulcidio Cardoso, 1.100, bloco 1, apto. 2202; (b) as sitting member, CELSO
RENATO GERALDIN, Brazilian, married, accountant, bearer of Identity Card
RG/SSP/SP no. 19.924.565-4 and Individual Taxpayer Registration (CPF/MF) no.
154.808.738-65, resident and domiciled in Piracicaba (SP), with business address at
Avenida Limeira, 222, 5° andar, sala 507, and as his alternate MARCOS AURÉLIO
BORGES, Brazilian, married, accountant, bearer of Identity Card RG/SSP/SP no.
21.888.693 and Individual Taxpayer Registration (CPF/MF) no. 131.026.448-13,
resident and domiciled in Piracicaba (SP), with business address at Avenida Limeira,
222, 5° andar, sala 507; (c) as sitting member, ALBERTO ASATO, Brazilian, married,
administrator, bearer of Identity Card RG/SSP/SP no. 6.232.223-0 and Individual
Taxpayer Registration no. 710.704.198-34, resident and domiciled in Assis (SP), at Rua
Raimundo Recco, 212, and as his alternate EDISON ANDRADE DE SOUZA,
Brazilian, married, accountant and lawyer, bearer of Identity Card RG/SSP/SP no.
6.157.469-7 and Individual Taxpayer Registration (CPF/MF) no. 710.864.398-72,
resident and domiciled in Assis (SP), with business address at Fazenda Nova América,
s/nº, Água da Aldeia, Tarumã (SP); (d) as sitting member, MARCELO CURTI,
Brazilian, married, economist, bearer of Identity Card RG/SSP/SP no. 10.306.522-2 and
Individual Taxpayer Registration no. 036.305.588-60, resident and domiciled in the city
and state of São Paulo, with business address at Avenida Marquês de São Vicente, 446,
conjuntos 913 e 914, and as his alternate EDGARD MASSAO RAFFAELLI,
Brazilian citizen, married, administrator, bearer of Identity Card RG/SSP/SP no.
12.270.465 and Individual Taxpayer Registration (CPF/MF) no. 050.889.138-85,
resident and domiciled in the city and state of São Paulo, with business address at
Avenida Marquês de São Vicente, 446, conjuntos 913 e 914; and (e) as sitting member,
JOSÉ MAURICIO D'ISEP COSTA, Brazilian, married accountant, bearer of Identity
Card RG/SSP/SP no. 669.745 and Individual Taxpayer Registration (CPF/MF)
no.915.613.707-97, resident and domiciled in the city and state of São Paulo, with
address at Rua Andre Dreyfus, 180, Casa 01, and as his alternate NORTON DOS
SANTOS FREIRE, Brazilian, married accountant, bearer of Identity Card RG/SSP/SP
no. 7.186.759-4 and Individual Taxpayer Registration (CPF/MF) no. 900.432.518-20,
resident and domiciled in the city and state of São Paulo, with address at Rua Loureiro
da Cruz, 296, apto 04. The shareholders also fixed the overall management
compensation for the Fiscal Council members at up to R$400,000.00 (four hundred
thousand reais).
7.
Closure and Approval of Minutes: The Chairman of the Meeting recorded that
Dr. Ana Cristina Freitas Silva submitted the list containing the votes of shareholders
represented by her, containing votes in favor, against and abstentions, which was
received and initialized by the Presiding Board. With no other business to be addressed,
the Chairman called the meeting to close and I, the Secretary, drew up these Minutes,
which were read, approved and signed by all, and authorization was given to publish
these Minutes without the names of the Shareholders present.
Presiding Board:
MARCELO DE SOUZA SCARCELA PORTELA
Chairman
MARIA RITA DE CARVALHO DRUMMOND
Secretary
All others present:
NADIR DANCINI BARSANULFO
Member of Fiscal Council
RAFAEL ALOIZIO ALVES DOS SANTOS
Representative of the independent audit firm, Pricewaterhousecoopers
CARLOS EDUARDO VITORELLO VIANNA
Company Accountant
COLIN BUTTERFIELD
Executive Officer - Food