NOTICE TO THE MARKET - APPRAISAL
REPORT OF NET ASSETS AT BOOK VALUE
COSAN DISTRIBUIDORA DE COMBUSTÍVEIS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 02.041.195/0001-43
APPRAISAL REPORT OF NET ASSETS AT BOOK VALUE FOR MERGER INTO COSAN S.A. INDÚSTRIA E COMÉRCIO
SOPARC – AUDITORES E CONSULTORES S. S. LTDA., established in the city of Piracicaba, state of São Paulo, at Rua 13 de maio, no 797,
Corporate Taxpayer's ID (CNPJ/MF) 03.132.733/0001-78, originally registered with the Regional Accounting Council of the State of São Paulo under
no. 2SP020874/O-6, with Articles of Association registered at the First Registrar of Notes and Documents and Registry of Legal Entities of
Piracicaba, state of São Paulo, the last of which dated May 21, 2007, registered under microfilm no AV.6, Reg. 45686, LV.10, on May 21, 2007,
hereby represented by its undersigned partner, Mr. Eduardo Rodrigues, Brazilian citizen, married, accountant, Identity Card (RG) 18.136.689,
Individual Taxpayer's ID (CPF) 123.317.298-08, and Regional Accounting Council of the State of São Paulo registration no. 1SP175393/O-0,
resident and domiciled in the city of Rio das Pedras, state of São Paulo, appointed expert by Cosan Distribuidora de Combustíveis S.A. ("CDC") to
carry out the appraisal report of said company, on September 30, 2011, pursuant to the accounting practices adopted in Brazil, presents the
results of its work, which is composed of three (3) pages, including one (1) appendix, all initialed and signed in six (6) counterparts of equal
content.
1. Objective of the appraisal
The appraisal of the book value of the net assets of CDC, a company headquartered in at sala 07 of the Administrative Offices of Usina Costa
Pinto S/A Açúcar e Álcool, in the district of Costa Pinto, s/nº, in the city of Piracicaba, state of São Paulo, Corporate Taxpayer's ID (CNPJ/MF)
02.041.195/0001-43, registered with the State of São Paulo Board of Trade (NIRE) under no. XXXXX, on September 30, 2011 aims to determine the
net value of the assets to be incorporated in the merger of CDC into its controlling company, Cosan S.A. Indústria e Comércio ("COSAN"),
headquartered at Av. Juscelino Kubitschek nº 1327, 2º andar, sala 01, Vila Conceição, in the city and state of São Paulo, Corporate Taxpayer`s ID
(CNPJ/MF) 50.746.577/0001-15, registered with the State of São Paulo Board of Trade (NIRE) under no. 35300177045.
2. Scope of works
The net assets appraisal report is issued in accordance with the auditing examination of the corresponding assets and liabilities in the balance
sheets as of September 30, 2011, prepared under the responsibility of CDC's management.2 Our examination was conducted in accordance with
the applicable Rules of Independent Auditing of Financial Statements in Brazil, and included, among other procedures:
a) The planning of works, taking into account the relevance of balances, volume of transactions and CDC's accounting and internal control
systems;
b) The verification, based on tests, of the evidences and registers supporting the presented amounts, and
c) The assessment of the material accounting practices and estimates adopted by CDC's management.
3. Conclusion
Based on the executed works, we conclude that the net assets of CDC, as per the balance sheet on September 30, 2011, recorded in the
accounting records, pursuant to the accounting practices adopted in Brazil and presented in the Sole Appendix hereto is R$ XXXXX (xxxxx), to be
incorporated by the merging company, COSAN, with no capital increase, since, on the date of the merger, COSAN will hold 100% of the shares
issued by CDC.
4. Conflict of interest
Pursuant to the professional rules established by the Federal Accounting Council, we would like to inform that:
a) We are not aware of any direct or indirect conflict of interest, nor of any other circumstance that may be qualified as conflict of interest in
relation to the services rendered by us and described above, and
b) We are not aware of any action by the controlling shareholder or by the managers of the company aiming to direct, limit, hinder or carry out any
acts that have or may have compromised the access, use or knowledge of relevant information, assets, documents or work methods for the
respective conclusions.
São Paulo (SP), November 3, 2011.
EDUARDO RODRIGUES
CRC 1SP175393/O-0
SOPARC – AUDITORES E CONSULTORES S.S. LTDA
CRC 2SP020874/O-6
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