MINUTES OF THE BOARD OF DIRECTORS´
MEETING HELD ON JULY 13, 2012
COSAN S.A. INDÚSTRIA E COMÉRCIO
Corporate Taxpayer ID (CNPJ): 50.746.577/0001-15
Company Registry (NIRE): 35.300.177.045
MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON JULY 13, 2012
1. DATE, TIME AND VENUE: On July 13, 2012, at 10:00 a.m., at the Company's headquarters, located at Avenida Juscelino Kubitschek, 1.327, 4º
andar, Bairro Vila Nova Conceição, CEP 04543-011, in the city and state of São Paulo.
2. ATTENDANCE: All members of the Board of directors, namely Rubens Ometto Silveira Mello, Chairman; Pedro Isamu Mizutani, Vice-Chairman;
Burkhard Otto Cordes, Marcelo Eduardo Martins, Marcelo de Souza Scarcela Portela and Roberto de Rezende Barbosa, sitting Board members;
and Serge Varsano and Maílson Ferreira da Nóbrega, independent Board members. All of the members of the Board attending the meeting via
conference call, as allowed by the sole paragraph of Article 18 of the Company's Bylaws. Also present, in accordance with Article 163,
paragraph 3 of Law 6,404 of December 15, 1976 ("Corporate Law"), João Ricardo Ducatti, a representative of the Company's Audit Board.
3. CALL NOTICE: The call notice was sent by email, under the terms of Article 17, paragraph 2 of the Company's Bylaws.
4. PRESIDING BOARD: Chairman: Rubens Ometto Silveira Mello; Secretary: Maria Rita Drummond.
5. AGENDA: The Chairman stated that the purpose of the meeting was to resolve on the following agenda: (i) the examination, approval and
submission for approval at the Extraordinary Shareholders' Meeting to be held on July 17, 2012 ("AGE") (i.1.) the proposal that the Company
incorporate its subsidiary Handson Participações S.A. (Corporate Taxpayer ID (CNPJ/MF) 12.623.909/0001-85 and Company Registry
(NIRE/JUCESP) 35.300.382.943) ("Handson"), in accordance with the terms and conditions set forth in the Protocol and Justification of the
Incorporation of Handson Participações S.A., with no increase in the value of the Company's capital stock, resulting in the seamless winding up of
Handson; (i.2.) the Protocol and Justification of the Incorporation of Handson by the Company, signed on June 29, 2012 by the respective
companies ("Protocol"), and (i.3.) the appraisal prepared by SOPARC – AUDITORES E CONSULTORES S. S. LTDA., headquartered at Rua 13 de
Maio, nº 797, in the city of Piracicaba, São Paulo State, registered under Corporate Taxpayer ID (CNPJ/MF) 03.132.733/0001-78, originally
registered with the São Paulo State Regional Accounting Council (CRC) under No. 2SP020874/O-6 ("Specialized Company"), to appraise the net
assets of Handson to be transferred to the Company ("Appraisal Report"), as well as the ratification of the hiring of the Specialized Company to
appraise Handson's net assets and prepare the Appraisal Report; and (ii) the replacement of the Company's independent auditors.
6. RESOLUTIONS: The members present, by unanimous vote and without except, resolved (i) after a review of the relevant documents and
discussions, to approve, for submission to the Company's Extraordinary Shareholders' Meeting to be held on July 17, 2012, the proposed
incorporation of Handson by the Company, under the terms and conditions established by the Protocol, with the subsequent winding up of
Handson, which, under the terms of Article 227 of the Corporate Law, will have all of its rights and obligations assumed by the company, and to
approve, fully and without any restriction, ad referendum the Extraordinary Shareholders' Meeting, the Protocol, the ratification of the hiring of the
Specialized Company and the Appraisal Report, with the exemption from observing certain requirements from CVM Instruction 319/99, as well as
Article 264 of the Corporate Law, in accordance with OFÍCIO/CVM/SEP/GEA- 4/Nº222/12 of July 5, 2012, with this incorporation subject to
consideration and approval by the Extraordinary Shareholders' Meetings of the Company and Handson to be held on July 17, 2012; and (ii) in
compliance with Article 31 of CVM Instruction 308/1999, which regulates the replacement of external auditors, the Board of Directors, in carrying
out its responsibilities outlined in Article 20, item xii of the Company's Bylaws and as provided for in Article 142, section IX of the Corporate Law,
based on the opinion of the Audit Board and the recommendation of the Company's Audit Committee, to approve the hiring of
PricewaterhouseCoopers Auditores Independentes, registered under Corporate Taxpayer ID (CNPJ/MF) 61.562.112/008-05, as the Independent
Auditing company responsible for auditing the company for the fiscal year beginning April 1, 2012, replacing Ernst & Young Terco Auditores
Independentes S/S, to audit the Company's financial statements relative to the fiscal year ending March 31, 2013, with activities to begin with the
review of the quarterly reports (ITRs) from the first quarter of fiscal year 2013. The representatives of the independent auditors and the
management reported that the hiring process did not identify any conflicts of interest or independence on the part of the hired auditors. The Board
also stated that the replacement of the independent auditors will be communicated to the CVM, through a Notice to the Market to be released on
July 13, 2012.
7. CLOSURE: There being no further business to conduct, the Chairman adjourned the meeting, from which the present minutes were drawn up,
read, approved and signed by all those present, in the Company's records. São Paulo, July 13, 2012. signed) Rubens Ometto Silveira Mello –
Chairman of the Board of Directors, Maria Rita Drummond – Secretary; Pedro Isamu Mizutani, Burkhard Otto Cordes, Marcelo Eduardo Martins,
Serge Varsano, Maílson Ferreira da Nóbrega, Roberto de Rezende Barbosa, Marcelo de Souza Scarcela Portela – Board Members; and João
Ricardo Ducatti – representative of the Company's Audit Board.
THIS IS A FREE ENGLISH TRANSLATION OF THE ORIGINAL MINUTES, DRAWN UP IN THE COMPANY'S RECORDS.
MARIA RITA DRUMMOND
Secretary
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