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

MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON DECEMBER 5TH, 2013

1. DATE, TIME AND PLACE:Held on December 5th 2013 at 10 AM, at the headquarters of Cosan S.A. Indústria e Comércio ("Company"), located at Avenida Presidente Juscelino Kubitscheck, n.º 1.327, 4º andar, suite 01, Vila Nova Conceição, São Paulo, São Paulo State CEP 04543-011 ("Company").

2. ATTENDANCE:All members of the Company's Board of Directors, to wit: MESSERS RUBENS OMETTO SILVEIRA MELLO, Chairman Of The Board Of Directors, MARCELO DE SOUZA SCARCELA PORTELA, Vice-Chairman of the Board of Directors, BURKHARD OTTO CORDES, MARCELO EDUARDO MARTINS, SERGE VARSANO, MAÍLSON FERREIRA DA NÓBREGA, PEDRO ISAMU MIZUTANI AND ROBERTO DE REZENDE BARBOSA, MEMBERS OF THE BOARD. All members participated via teleconference, as allowed by the sole paragraph of Article 18 of the Company's Bylaws.

3. CALL:Call made via electronic message, waived given the attendance of all members. 4. PRESIDING BOARD:Chairman: RUBENS OMETTO SILVEIRA MELLO; Secretary: MARIA RITA DRUMMOND. 5. AGENDA:To resolve on the election of the Executive Officers of the Company. 6. RESOLUTIONS:After reading, analyzing and discussing the matters on the agenda, the members of the Board of Directors unanimously and without restriction resolved to elect the following members for the Executive Board:

(i) Chief Executive Officer - MARCOS MARINHO LUTZ, Brazilian citizen, married, engineer, bearer of Identity Card RG/SSP/SP No. 15.649.492-9, and Individual Taxpayer Registration (CPF/MF) no. 147.274.178-12, resident and domiciled in the city of São Paulo, with business address at Avenida Presidente Juscelino Kubitschek, 1327, 3º andar, Vila Nova Conceição, São Paulo, Estado de São Paulo, CEP 04543-011;
(ii) Chief Financial and Investor Relations Officer - MARCELO EDUARDO MARTINS, Brazilian citizen, manager, bearer of Identity Card RG/SSP/SP No.
154.652.70, and Individual Taxpayer Registration (CPF/MF) no. 084.530.118-77, resident and domiciled in the city and State of São Paulo, with business address at Avenida Presidente Juscelino Kubitschek, 1327, 3º andar, Vila Nova Conceição, São Paulo, Estado de São Paulo, CEP 04543-011;
(iii) Legal Officer - MARCELO DE SOUZA SCARCELA PORTELA, Brazilian citizen, lawyer, bearer of Identity Card RG/SSP/SP No. 6.762.668-3, and Individual Taxpayer Registration (CPF/MF) no. 023.502.188-13, resident and domiciled in the city and State of São Paulo, with business address at Avenida Presidente Juscelino Kubitschek, 1327, 3º andar, Vila Nova Conceição, São Paulo, Estado de São Paulo, CEP 04543-011;
(iv) Cosan Lubricants Executive Officer - NELSON ROSEIRA GOMES NETO,
Brazilian citizen, married, civil engineer, bearer of Identity Card RG/PR No.
4.333.809-9, and Individual Taxpayer Registration (CPF/MF) no. 601.947.909-91, resident and domiciled in the city of Rio de Janeiro, with business address at Rua Victor Civita, 77, Bloco 01, sala 401, Barra da Tijuca, Estado do Rio de Janeiro;
(v) Cosan Infrastructure Executive Officer - JULIO FONTANA NETO,
Brazilian citizen, divorced, engineer, bearer of Identity Card RG/SSP/SP No.
4.919.248, and Individual Taxpayer Registration (CPF/MF) no. 662.087.508-49, resident and domiciled in the city and State of São Paulo, with business address at Avenida Presidente Juscelino Kubitschek, 1327, 3º andar, Vila Nova Conceição, São Paulo, Estado de São Paulo, CEP 04543-011;
The Officers hereby elected shall have a unified term of two (2) years starting from this date, being sworn in their respective positions for the term of office to be recorded in the Company's records. The Board of Directors declare that they have obtained from the officers hereby elected, a statement that they are not involved in any of the causes provided for by law that may prevent them from exercising commercial activities, pursuant to Article 147 of Law 6.404/76.

7. CLOSURE:No further business to be discussed, the Chairman adjourned the meeting for the drawing up of these minutes which, after being read and found accurate, were signed by all members and filed in the Company's records. São Paulo, December 5th, 2013. aa) Rubens Ometto Silveira Mello

- Chairman of the presiding board and the Board of Directors, Maria Rita Drummond - Secretary;
Marcelo de Souza Scarcela Portela, Vice-Chairman of the Board of Directors, Pedro Isamu Mizutani, Burkhard Otto Cordes, Marcelo Eduardo Martins, Serge Varsano, Maílson Ferreira da Nóbrega, and Roberto de Rezende Barbosa - Members.
This is a free translation of the original minutes drawn up and recorded in the Company's records.
São Paulo, December 5th, 2013.

MARIA RITA DRUMMOND

Secretary

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