Material Fact

São Paulo, October 24, 2012 - COSAN S.A. INDÚSTRIA E COMÉRCIO (BM&FBOVESPA: CSAN3) (BM&FBovespa: CSAN3) ("Cosan" or "Company"), in reference to the Material Fact published on May 28, 2012, announces that on this date it executed with Camil Alimentos S.A. ("Camil") an Addendum to the Association and Other Covenants Agreement of May 28, 2012 by which all shares issued by its subsidiary Docelar Alimentos e Bebidas S.A. were sold to Camil for the total price of R$463,770,000.00. Of this total, R$88,770,000.00 will be received upon conclusion of the operation, R$170,000,000.00 will be cash and the remaining R$205,000,000.00 divided in up to four installments.

The sale of the Docelar shares to Camil was approved without restriction by the Economic Defense Administrative Board - CADE on July 19, 2012 and the addendum executed on this date will be duly communicated to the anti-trust authorities.

Marcelo Martins
CFO and Investor Relations Officer

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