MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON MAY 22, 2012

1. DATE, TIME AND VENUE: May 22, 2012, at 12:30 p.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, Serge Varsano, Maílson Ferreira da Nóbrega, Marcelo de Souza Scarcela Portela and Roberto de Rezende Barbosa, Board members. All members attended the meeting via conference call, as allowed by the sole paragraph of Article 18 of the Company's Bylaws.

3. CALL NOTICE: The call notice was sent by email and waived due to the presence of all the Board members.

4. PRESIDING BOARD: Chairman: RUBENS OMETTO SILVEIRA MELLO; Secretary: MARIA RITA DRUMMOND.

5. AGENDA AND RESOLUTIONS: After analyzing the documents and discussing the matter on the agenda, the Board members unanimously and with no restrictions resolved on the following:

  • (i) In accordance with item V, Article 142 of Law 6404/76, after analyzing the Company's Financial Statements and the Management Annual Report for the year ended March 31, 2012, the Board members approved the submission of these Financial Statements to the Annual Shareholders' Meeting, as well as their disclosure and publication accompanied by the Management Annual Report and the Fiscal Council's Report in newspapers and to the Brazilian Securities and Exchange Commission on May 30, 2012;
  • (ii) The Board members also approved the submission to the Annual Shareholders' Meeting of the following: (i) the management proposal for allocation of net income for 2011/12, including dividend distribution; and (ii) the capital budget for 2012/13.

7. CLOSURE: There being no further business to discuss, the Chairman adjourned the meeting and these minutes were drawn up, read, approved and signed by all those present, in the Company's records. São Paulo, May 22, 2012. sd.) 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, Marcelo de Souza Scarcela Portela, Maílson Ferreira da Nóbrega and Roberto de Rezende Barbosa - Board members.

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About COSAN

Cosan is one of the largest private groups in Brazil and the only fully integrated company in the renewable energy segment, with businesses in the areas of energy, food, logistics, infrastructure and farmland development and management. Through Raízen, a joint venture between Cosan and Shell, produces sugar and ethanol and distributes fuels through a network of 4,500 service stations with Shell and Esso brands. In sugar retail, Cosan operates with the leading brands União and Da Barra, among others. With the Mobil brand, Cosan produces in Brazil and distributes nationwide and in 3 more countries in South America and in the United Kingdom automotive and industrial lubricants. In logistics, operates the Rumo Logística, the largest company specialized in transporting and loading of sugar and grains in the world.




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