COSAN S.A. INDÚSTRIA E COMÉRCIO COMPANHIA ABERTA CNPJ/MF / NIRE

Transcription

1 COSAN S.A. INDÚSTRIA E COMÉRCIO COMPANHIA ABERTA CNPJ/MF / NIRE MINUTES OF THE EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER 17, Date, Time and Venue: December 17, 2013, at 10 a.m. at the Company s head office located at Avenida Presidente Juscelino Kubitschek, 1327, 4 th floor, sala 01, in the city and state of São Paulo. 2. Presiding Board: MARCELO DE SOUZA SCARCELA PORTELA Chairman (appointed in writing by the Chairman of the Board, Rubens Ometto Silveira Mello, pursuant to article 10 of the Company s Bylaws), and MARIA RITA DE CARVALHO DRUMMOND Secretary, as appointed by the Chairman of the Meeting. 3. Attendance: Shareholders representing more than two-thirds (2/3) of the voting capital, as per the signatures in the Shareholder Attendance Register. Ms. Nadir Dancini Barsanulfo, member of the Company s Fiscal Council, and Mr. Alex Gelin Detter, the KPMG Corporate Finance Ltda representant, also attended the meeting. 4. CALL: The meeting was called pursuant to notice published on newspapers Official Gazette of the State of São Paulo Corporate Section on the issues dated November 30 and December 3 and 4, 2013 and A Folha de São Paulo on the issues dated November 30, and December 2 and 3, 2013, under article 124 paragraph one item II of Law 6,404 of December 15, 1976 ( Brazilian Corporate Law ), as amended. 5. Agenda: To resolve on: (i) Ratifying the execution of the agreement for the purchase and sale of Companhia de Gás de São Paulo Comgás ( Comgás ) shares, under article 256 of the Brazilian Corporate Law, as previously disclosed by the Company in Material Facts dated May 28, 2012, and November 5, 2012; 1

2 (ii) Ratifying and approving the appointment of a specialized company contracted by the Company s management to prepare the report addressed in article 256 paragraph 1 of the Brazilian Corporate Law ( Appraisal Report 256 ); (iii) Approving of Appraisal Report 256; (iv) Adding a new activity to the Company s business purpose, consequently amending the main clause of article 3 of the Company s Bylaws; (v) Changing the composition of the Company s Fiscal Council, consequently amending the main clause of article 27 of the Company s Bylaws; and (vi) Electing two new members for the Fiscal Council, should item (iii) above be approved. 6. Resolutions: After the attending shareholders analyzed the items of the agenda, the Chairman started the vote: (I) Regarding the matter in item (i) of the agenda, the attendees approved by unanimous vote, with abstention record, the ratification of the execution of the agreement for the purchase and sale of Comgás shares, executed on May 28, 2012 by and between Provence Participações S.A., Integral Investments B.V., BG Gas São Paulo Investments B.V., and BG Energy Holdings Limited, with the purpose of acquiring a stake equivalent to 60.05% of Comgás s total capital stock ( Transaction ). Said Transaction was completed on November 5, 2012, after being approved by the São Paulo State Sanitation and Energy Regulatory Agency - ARSESP and the Brazilian Antitrust Board (CADE). (II) Regarding the matter in item (ii) of the agenda, the attendees approved by unanimous vote, with abstention record, the appointment and contracting, previously carried out by the Company s management, of specialized company KPMG Corporate Finance Ltda., Corporate Taxpayer's ID (CNPJ) No / , with headquarters at Avenida Nove de Julho, 5109, 6th floor, CEP , in the City of São Paulo, State of São Paulo ( KPMG ), which has prepared Appraisal 2

3 Report 256. KPMG is represented at this meeting by Mr. Alex Gelin Detter, who was available to solve any doubts that might arise regarding the report. (III) Regarding the mater in item (iii) of the agenda, the attendees approved by unanimous vote, with abstention record, after examining and discussing it, without exception, Appraisal Report 256. Appraisal Report 256 will be filed with the Company s headquarters after being signed by the Presiding Board. (IV) Regarding the mater in item (iv) of the agenda, the attendees approved by unanimous vote, with abstention record the inclusion of fuel gases processing and trading in the Company s business purpose, consequently amending the main clause of article 3 of the Company s Bylaws, which shall read as follows: Article 3 - The company has the following business purpose: (i) import, export, produce and trade sugar, ethanol, sugarcane and other sugar byproducts;(ii)distribute fuels in general and trade oil byproducts;(iii) establish fuel supply stations, purchase and sell oil-derived fuels and lubricants;(iv) provide logistics and port services, as well as technical, administrative and financial advisory services;(v) any type of transportation of passengers and cargo, including inland navigation, river and lake ferries;(vi) produce and trade electricity, live steam, steam escape and other electricity cogeneration byproducts;(vii) farming and livestock activities in proprietary or third-party-owned lands;(viii) import, export, handle, trade, produce, store, load or unload fertilizers and other agricultural inputs;(ix) manage on its own account or through third parties assets and property and may lease, receive and grant in partnership, rent and lease furnishings, properties and equipment in general;(x) render technical services related to the activities mentioned above;(xi) hold equity interest in other companies. and (xii) process and trade fuel gases. (V) Regarding the mater in item (v) of the agenda, the attendees approved by unanimous vote, with abstention record the change in the composition of the Company s Fiscal Council, which shall have at least three (3) and at most five (5) sitting members and the same number of alternates, consequently amending the main clause of article 27 of the Company s Bylaws, which shall read as follows: 3

4 Article 27 - The Company s Fiscal Council, with the attributions and powers set forth in the Brazilian Corporate Law, shall be composed of at least three (3) and at most five (5) sitting members and the same number of alternates, shareholders or not, elected at the Shareholders Meeting among persons residing in Brazil, as long as they fulfill the legal requirements of the position. (VI) Regarding the mater in item (vi) of the agenda, the attendees approved by unanimous vote, with abstention record, given the resolution above, the election of the following members for the Company s Fiscal Council, with the same term-of-office as the other members of the Fiscal Council elected at the Annual General Meeting held on July 31, 2012: (a) as sitting member, MARCELO CURTI, Brazilian, married, economist, ID card No , Individual Taxpayers' ID (CPF/MF) No , resident and domiciled in São Paulo, State of São Paulo, with business address at Avenida Marquês de São Vicente, 446, offices 913 and 914, Barra Funda, CEP , and, as his alternate, EDGARD MASSAO RAFFAELLI Brazilian, married, business administrator, ID Card No , Individual Taxpayers' ID (CPF/MF) No , resident and domiciled in São Paulo, State of São Paulo, with business address at Avenida Marquês de São Vicente, 446, offices 913 and 914, Barra Funda, CEP ; (b) as sitting member, JOSÉ MAURICIO D'ISEP COSTA, Brazilian, married, accountant, ID Card No. 669,745 SPTC/ES, Individual Taxpayers' ID (CPF/MF) No , resident and domiciled in São Paulo, State of São Paulo, at Rua Andre Dreyfus, 180, Casa 1, Perdizes, CEP , and as his alternate, NORTON DOS SANTOS FREIRE, Brazilian, married, accountant, ID Card No. 7,186,759-4 SSP/SP, Individual Taxpayers' ID (CPF/MF) No , resident and domiciled in São Paulo, State of São Paulo, at Rua Loureiro da Cruz, 296, apto 04, Aclimação, CEP As a result of the resolution above, the Fiscal Council now has the following members: Nadir Dancini Barsanulfo (sitting member) e Sérgio Roberto Ferreira da Cruz (alternate) Celso Renato Geraldin (sitting member) and Marcos Aurélio Borges (alternate) Alberto Asato (sitting member) and Edison Andrade de Souza (alternate) Marcelo Curti (sitting member) and Edgard Massao Raffaelli (alternate) José Mauricio D'Isep Costa (sitting member) and Norton dos Santos Freire (alternate) 4

5 The shareholders ratify the remuneration of all members of the Fiscal Council at up to R$400,000 (four hundred thousand reais), as approved in the company s Annual and Extraordinary Shareholders Metting held on July 31 st of Closure and Approval of the Minutes: The Chairman of the Presiding Board verified that Dr. Christiano Marques de Godoy and Dra. Lucila Prazeres da Silva presented a list containing the votes of the shareholders represented by them, containing votes in favor and abstentions, which was received and signed by the Presiding Board. There being no further business to discuss, the Chairman of the Presiding Board adjourned the meeting, and I, the Secretary of the Presiding Board, drew up these minutes, which were read, approved, and signed by all attendees. These minutes are authorized to be published without the names of the attending Shareholders. aa)presiding Board:MARCELO DE SOUZA SCARCELA PORTELA - Chairman of the Presiding Board; MARIA RITA DE CARVALHO DRUMMOND Secretary; Shareholders: COMMONWEALTH CARRIERS S/A; COSAN LIMITED; and ISLAND SERVICES MANAGEMENT CORP - pp. Fernanda Maria de Azevedo; JOSÉ EUGÊNIO DE REZENDE BARBOSA SOBRINHO; RENATO EUGÊNIO DE REZENDE BARBOSA; REZENDE BARBOSA S/A ADMINISTRAÇÃO E PARTICIPAÇÕES; and ROBERTO DE REZENDE BARBOSA. - pp. Fernanda Maria de Azevedo; ACADIAN EMEMRGING MARKETS EQUITY FUND; ADVANCED SERIES TRUST - AST PARAMETRIC EME PORTFOLIO; ADVANCED SERIES TRUST - AST PRUDENTIAL GROWTH ALLOCATION POR; ADVISORS INNER CIRCLE FUND-ACADIAN E.M.PORTF; ALASKA PERMANENT FUND; ARIZONA PSPRS TRUST; ARTISAN EMERGING MARKETS FUND; AT&T UNION WELFARE BENEFIT TRUST; BELLSOUTH CORPORATION RFA VEBA TRUST; BEST INVESTMENT CORPORATION; BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND; BLACKROCK INSTITUTIONAL TRUST COMPANY NA; BLACKROCK LATIN AMERICA FUND INC; BP PENSION FUND; BRITISH AIRWAYS PEN TRUSTEES LTD-MAIN A/C; BRITISH AIRWAYS PENSION TRUSTEES LTD. (MPF A/C); CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; CANADA PENSION PLAN INVESTMENT BOARD; CATHOLIC UNITED INVESTMENT TRUST; CAUSEWAY INTERNATIONAL OPPORTUNITIES GROUP TRUST; CF DV EMERGING MARKETS STOCK INDEX FUND; CHANG HWA COMMERCIAL BANK, LTD., IN ITS CAPACITY AS MASTER C; CIBC EMERGING MARKETS INDEX FUND; CITY OF NEW YORK GROUP TRUST; CN CANADIAN MASTER TRUST FUND; COLLEGE RETIREMENT EQUITIES FUND; COMMONWEALTH OF 5

6 PENNSYLV.PUB.SCHOOL EMP RET S; COMMONWEALTH SUPERANNUATION CORPORATION; COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY; DB X-TRACKERS MSCI BRAZIL HEDGED EQUITY FUND; EATON VANCE COLLECTIVE INVESTMENT TFE BEN PLANS EM MQ EQU FD; EATON VANCE PARAMETRIC STRUCTURED EMERGING MARKETS FUND; EATON VANCE PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND; EATON VANCE TR CO CO TR FD - PA STR EM MKTS EQ COM TR FD; EMERGING MARKETS EQUITY FUND S OF M P F WORLD FUNDS, LLC; EMERGING MARKETS EQUITY INDEX MASTER FUND; EMERGING MARKETS EQUITY INDEX PLUS FUND; EMERGING MARKETS EQUITY TRUST 4; EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FD B; EMERGING MARKETS INDEX NON-LENDABLE FUND; EMERGING MARKETS INDEX NON- LENDABLE FUND B; EMERGING MARKETS PLUS SERIES OF BLACKROCK QUANTITATIVE PARTN; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND; EMERGING MKTS EQTY MGRS: PORTFOLIO 1 OFFSHORE MASTER L.P.; EVANGELICAL LUTHERAN CHURCH IN AMERICA B O PN; FIDELITY FUNDS - LATIN AMERICA FUND; FIDELITY SALEM STREET TRUST: FIDELITY SERIES G EX US I FD; FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS IND FD; FIDELITY SALEM STREET TRUST: SPARTAN GL EX U.S. INDEX FUND; FIL GENESIS LIMITED; FIRST TRUST BICK INDEX FUND; FIRST TRUST BRAZIL ALPHADEX FUND; FORD MOTOR CO DEFINED BENEF MASTER TRUST; FORD MOTOR COMPANY OF CANADA, L PENSION TRUST; FUTURE FUND BOARD OF GUARDIANS; GLOBAL ADVANTAGES F - EMG MKTS HIGH VALUE TEILFONDS; GLOBAL X BRAZIL CONSUMER ETF; GLOBAL X BRAZIL MID CAP ETF; GMO M R FD(ONSH) A S O GMO M PORTIFOLIOS (ONSHORE), L.P.; GMO REAL RETURN ASSET ALLOCATION FUND, L.P.; HSBC BRIC EQUITY FUND; IBM DIVERSIFIED GLOBAL EQUITY FUND; IBM 401 (K) PLUS PLAN; ILLINOIS STATE BOARD OF INVESTMENT; ING EMERGING MARKETS INDEX PORTFOLIO; ISHARES II PUBLIC LIMITED COMPANY; ISHARES III PUBLIC LIMITED COMPANY; ISHARES MSCI BRIC INDEX FUND; ISHARES MSCI EMERGING MARKETS INDEX FUND; ISHARES PUBLIC LIMITED COMPANY; JAPAN TRUSTEE SERVICES BANK, LTD. STB BRAZIL STOCK MOTHER FU; JAPAN TRUSTEE SERVICES BK, LTD. RE: RTB NIKKO BEA MOTHER FD; JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND; JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST B; LVIP BLACKROCK EMERGING 6

7 MARKETS RPM FUND; MANAGED PENSION FUNDS LIMITED; MELLON BANK N.A EB COLLECTIVE INVESTMENT FUND PLAN; MICROSOFT GLOBAL FINANCE; MINISTRY OF STRATEGY AND FINANCE; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; NATIONAL PENSION SERVICE; NATIONAL PENSIONS RESERVE FUND COMMISSION; NAV CANADA PENSION PLAN; NZAM EM8 EQUITY PASSIVE FUND; PANAGORA GROUP TRUST; PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER; PRUDENTIAL RETIREM INSURANCE AND ANNUITY COMP; PSP FOREIGN EQUITY FUND; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO; PUBLIC EMPLOYES RET SYSTEM OF MISSISSIPPI; PYRAMIS GLOBAL EX U.S. INDEX FUND LP; PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS; PYRAMIS SELECT EMERGING MARKETS EQUITY TRUST; ROBECO GLOBAL EMERGING MARKETS EQUITY FUND II; ROBECO PORTFOLIO TRUST - ROBECO GLOBAL EMERGING MARK EQ FD; SAN DIEGO GAS & ELEC CO NUC FAC DEC TR QUAL; SCHWAB EMERGING MARKETS EQUITY ETF; SEMPRA ENERGY PENSION MASTER TRU; SOUTHERN CAL ED C N F Q C DC MT S ON P VD N G; SPDR S&P EMERGING MARKETS ETF; SSGA EMERGING MARKETS INDEX PLUS NON LENDING COMMON TR FUND; SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND; STANLIB FUNDS LIMITED; STATE OF CONNECTICUT RET PLANS AND TRT FUN; STATE OF OREGON; STATE OF WISCONSIN INVT. BOARD MASTER TRUST; STATE ST B AND T C INV F F T E RETIR PLANS; STICHTING CUSTODY ROBECO INSTITL RE:ROBECO INSTIT EM MKT FON; TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS; THE BANK OF KOREA; THE COCA COLA MASTER RETIREMENT TRUST; THE MONETARY AUTHORITY OF SINGAPORE; THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN; THE PENSION RESERVES INVESTMENT MANAG.BOARD; THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND; THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO; TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F; UPS GROUP TRUST; VANG FTSE ALL-WORLD EX-US INDEX FD, A S OF V INTER E I FDS; VANGUARD EMERGING MARKETS STOCK INDEX FUND; VANGUARD FUNDS PUBLIC LIMITED COMPANY; VANGUARD TOTAL WSI FD, A SOV INTERNATIONAL EQUITY INDEX FDS; WELLS FARGO ADVANTAGE DIVERSIFIED STOCK PORTFOLIO; WHEELS COMMON INVESTMENT FUND; WILLETT (AIV) SELECT INVESTORS I LP; YALE UNIVERSITY; BRITISH COAL STAFF SUPERANNUATION SCHEME; CONNECTICUT GENERAL LIFE 7

8 INSURANCE COMPANY; FIDELITY INSTITUTIONAL FUNDS ICVC - SELECT EM MA EQ FUND; JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND; NEW YORK STATE COMMON RETIREMENT FUND; NORGES BANK; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; RETIREMENT INCOME PLAN OF SAUDI ARABIAN OIL COMPANY; STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL; THE MASTER TRUST BANK OF JAPAN, LTD. AS T. FOR MTBJ ; THE MASTER TRUST BANK OF JAPAN, LTD. AS T. FOR MTBJ ; VANGUARD INVESTMENT SERIES PLC; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F; HUA NAN COM BANK THE MAS CUS OF HSBC NEW RICH EQ FD; ROBECO CAPITAL GROWTH FUNDS; e CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM. - pp. Christiano Marques de Godoy; CONSTELLATION MASTER FUNDO DE INVESTIMENTO DE ACOES; GC FUNDO DE INVESTIMENTO DE ACOES; BARTHE HOLDINGS LLC; TYLER FINANCE LLC; BEWETT INTERNATIONAL LLC; e LS OC LLC. - pp. Marcos Hideo Yoshikawa Matsutani; ASCESE FUNDO DE INVESTIMENTO EM ACOES; DYBRA FUNDO DE INVESTIMENTO EM ACOES; DYC FUNDO DE INVESTIMENTO EM ACOES; DYNAMO BETON FUNDO DE INVESTIMENTO EM ACOES; DYNAMO BRASIL I LLC; DYNAMO BRASIL II LLC; DYNAMO BRASIL III LLC; DYNAMO BRASIL IX LLC; DYNAMO BRASIL V LLC; DYNAMO BRASIL VI LLC; DYNAMO BRASIL VII LLC; DYNAMO BRASIL VIII LLC; DYNAMO BRASIL XIII LLC; DYNAMO COUGAR FUNDO DE INVESTIMENTO EM ACOES; FPRV DYN UIRAPURU FIA PREVIDENCIARIO; KEMNAY DYBRA LLC; RAUTA FUNDO DE INVESTIMENTO EM ACOES; SAO FERNANDO IV FUNDO DE INVESTIMENTO EM ACOES; TCEP FDO DE INVEST EM ACOES; e TNAD FUNDO DE INVESTIMENTO EM ACOES - pp. João Eduardo de Paula Machado; CSHG UNIQUE FUND LLC; CSHG UNIQUE LON; CSHG DIVIDENDOS IBOV MASTER FUNDO DE INVESTIMENTO EM ACOES; CSHG UNIQUE MASTER INSTITUCIONAL FIA; CSHG UNIQUE MASTER FUNDO DE INVESTIMENTO EM ACOES; CSHG EDGE MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; CSHG VERDE EQUITY MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; CSHG STRATEGY MASTER PREVIDENCIA FDO DE INVEST EM ACOES; CSHG PERFORMANCE FUNDO DE INVESTIMENTO EM ACOES; CSHG UNIQUE LONG BIAS MASTER FUNDO DE INVESTIMENTO EM ACOES; CSHG VALOR DIVIDENDOS FUNDO DE INVESTIMENTO EM ACOES; CSHG FIM FC02; CSHG UNIQUE GOLD FIA; CSHG MASTER ACOES FI PREVIDENCIARIO EM ACOES; CSHG STRATEGY II MASTER FUNDO DE INVESTIMENTO 8

9 EM AÇÕES; CSHG PORTFOLIO ADVANCED FI MULTIMERCADO LONGO PRAZO; CSHG EHB FUNDO DE INVESTIMENTO MM; e CSHG DIVIDENDOS MASTER FUNDO DE INVESTIMENTO EM ACOES. - pp. Lucila Prazeres da Silva; ARCHIPELAGO HOLDINGS MASTER FIA. - pp. Felipe Borschiver; FIA SABESPREV M SQUARE ACOES VALOR; M SQUARE ACOES CSHG MASTER FUNDO DE INVESTIMENTO EM ACOES; M SQUARE ALISIO FIA; MBV FUNDO DE INVESTIMENTO EM ACOES; MSQ BRV LLC; MSQ BRV LONG ONLY LLC; e NATO FI EM ACOES- INVESTIMENTO NO EXTERIOR. - pp. Francisco de Assis Utsch; NUCLEO MASTER FUNDO DE INVESTIMENTO DE ACOES; NUCLEO NOVO TEMPO FUNDO DE INVESTIMENTO EM ACOES; e NUCLEO AGULHAS NEGRAS FUNDO DE INVESTIMENTO DE ACOES. - pp. Fernando Cezar da Cunha Spnola Júnior. This is a free translation of the original drawn-up in the Company's records. São Paulo, December 17, 2013 MARIA RITA DRUMMOND Chairman of the Meeting 9