COSAN S.A. INDÚSTRIA E COMÉRCIO Corporate Taxpayer's ID (CNPJ/MF) no. 50.746.577/0001-15 CORPORATE REGISTRY (NIRE) 35.300.177.045 Publicly-held Company Material Fact

COSAN S.A. INDÚSTRIA E COMÉRCIO (BM&FBOVESPA: CSAN3) ("Cosan" or "Company"), in continuity of the Material Fact published on May 3, 2012, announces that has successfully concluded the acquisition of 60.05% of Companhia de Gás de São Paulo - Comgás ("Comgás") (BM&FBOVESPA: CGAS3 and CGAS5) from BG Group for R$ 3.4 billion.
In compliance with the provisions of Article 256 of the Brazilian Corporation Law, an Extraordinary General Meeting of Cosan's shareholders will be called to resolve on the operation and, together with the publication of the call notice, the necessary documents and information, including those required by Appendix 19 of Brazilian Securities and Exchange Commission (CVM) Instruction 481/2009, will be made available.
Likewise, in not more than 30 days counted from this date, a request for public tender offer for the sale of control of Comgás will be presented to the CVM, as per Article 254-A of CVM Instruction no. 361/02.

Comgás is Brazil's largest natural gas distributor. It has a network of 9 thousand kilometers, bringing natural gas to more than 1.1 million residential, commercial and industrial consumers in
70 cities. Its concession area accounts for approximately 27% of Brazil's Gross Domestic Product, covering 177 cities in the São Paulo, Campinas and Santos metropolitan areas and the Paraíba Valley.
São Paulo, November 5 2012

Marcelo Martins

Executive Vice-President of Finance and Investor Relations Officer

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