COSAN
S.A. INDÚSTRIA E COMÉRCIO
Corporate
Taxpayer’s ID (CNPJ): 50.746.577/0001-15
Company
Registry (NIRE): 35.300.177.045
Minutes
of the Board of Directors’ meeting
Held
on December 15, 2009
1. Date,
Time and Venue: December 15, 2009, at 03:30 p.m., at the Company’s
administrative offices 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 (represented by 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, as provided for in Paragraph 2 of Article 20 of the Company's
Bylaws.
3. Call
Notice: The call notice was waived in view of the attendance of all Board
members.
4. Presiding: Chairman: Rubens Ometto
Silveira Mello; Secretary: Maria Rita
Drummond.
5. Agenda: The Chairman declared
that the purpose of the present meeting was to decide on the following agenda:
(i) to authorize the Company’s capital increase through the issue of 655,194 new
common shares, with no par value; (ii) to authorize management to increase the
capital stock of RADAR PROPRIEDADES AGRÍCOLAS S/A by R$ 4,300,000.00,
through the subscription of new shares; (iii) to establish the compensation of
the Chairman of the Board at R$30,000.00 (thirty thousand Reais); and (iv) to
authorize the Company to execute a hedge transaction totaling
US$ 300,000,000.00 with Banco Standard de Investimento S/A and Morgan
Stanley.
6. Resolutions
taken unanimously and without restrictions: After discussing the matters, the
members of the Board decided unanimously and without restrictions:
I) To increase the
Company’s capital by R$ 4,833,995.34 through the issue of 655,194 new shares,
thereby raising the total from R$ 4,536,415,224.43 to
R$ 4,541,249,219.77, within the limit of authorized capital, in accordance
with Article 6 of the Bylaws; the
number of shares
representing the Company’s capital increased from 396,733,595 to 397,388,789 due
to: (i) the exercise of
140,000 subscription warrants, totaling 84,000 new shares; and (ii) the issue of 571,194 new
common shares, with no par value, under the Company’s stock option plan due to
the exercise of said options by the eligible executive officers, at an issue
price of R$ 6.11 per common share, in accordance with the Option Plan. This
capital increase is hereby approved with the exclusion of existing shareholders’
preference rights in the subscription of new Company shares, in accordance with
Article 171, Paragraph 3 of the Corporation Law (Law 6404/76).
II) To authorize
management to increase the capital stock of RADAR PROPRIEDADES AGRÍCOLAS S/A by
R$ 4,300,000.00, through the subscription of new shares.
III) To establish
the compensation of the Chairman of the Board, Rubens Ometto Silveira Mello, at
R$30,000.00 (thirty thousand Reais).
IV) In view of the
execution of the Pre-Export Facility transaction between the Company and a pool
of banks led by Banco Calyon, London Branch, management is hereby authorized to
take all the necessary measures to execute the hedge transaction with: (a) Banco
Standard de Investimentos S/A, in the amount of US$ 100,000,000.00; and (b)
Banco Morgan Stanley S.A. in the amount of US$ 200,000,000.00.
7.Closure: There being no further
matters on the agenda, the Chairman adjourned the meeting and these minutes were
drawn up, read, found to be in compliance and signed by all those present in the
appropriate book of records. São Paulo, December 15, 2009. (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, and Maria Rita
Drummond Secretary.
This
is a free translation of the original minutes drawn up in the Company’s
records.
São
Paulo, December 15, 2009
Maria
Rita Drummond
Secretary