Cosan S A : 29 AprBylaws

BYLAWS OF

COSAN S.A.

CHAPTER I - NAME, HEAD OFFICES, PURPOSE AND TERM

Article 1 - Cosan S.A. ("Company") is a corporation governed by the provisions of these Bylaws ("Bylaws") and applicable legal provisions.

Paragraph 1 - As the Company was accepted at the Novo Mercado ("Novo Mercado") of the B3 S.A. Brasil, Bolsa, Balcão ("B3"), the Company, its shareholders, including controlling shareholders, managers and members of the Fiscal Council, if instated, shall be subject to the provisions of the Novo Mercado Rules ("Novo Mercado Rules").

Paragraph 2 - The Company, its Management, and shareholders shall observe the provisions of the Listing Rules of Issuers and Acceptance of Securities Trading, including the rules referring to the withdrawal and exclusion of trading of securities accepted at the Organized Markets administered by B3.

Article 2 - The Company's headquarters and jurisdiction are located in the City and State of São Paulo, and it may install, maintain and close branches, agencies, offices or representative offices, in any other part of Brazil or abroad, as resolved by the Board of Executive Officers.

Article 3 - The Company's purposes are to (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 co-generation 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 ingeneral; (x) render technical services related to the activities mentioned above; (xi) hold equity interest in other companies; and (xii) processing and trading of fuel gases.

Sole Paragraph - The activities described in the Company's purpose may be carried out in Brazil or abroad, directly, or through its subsidiaries, or also through equity interest held in other companies.

Article 4 - The Company's duration is indeterminate.

CHAPTER II - CAPITAL STOCK AND SHARES

Article 5 - The Company's fully subscribed and paid-in capital is eight billion, four hundred and two million, five hundred and forty-three thousand, five hundred and fifty reais and ninety-seven cents (8,402,543,550.97), divided into one billion, eight hundred and seventy-four million, seventy thousand, nine hundred and thirty-two (1,874,070,932).

Paragraph 1 - Capital stock shall be exclusively represented by common shares, and each common share entitles the holder thereof to one (1) vote in each resolution of the Shareholders' Meetings of the Company.

Paragraph 2 - The Company may not issue preferred shares.

Paragraph 3 - The Company shall not issue founder's shares.

Paragraph 4 - The Company shares shall be held in a trust account, on behalf of their holders, at a financial institution authorized by the Brazilian Securities and Exchange Commission ("CVM"), with which the Company maintains a ruling custody agreement, without issuing certificates. The trustee may charge the shareholders the service costs for the transfer and registry of their respective book-entry share ownership, as well as for the service costs related to the shares held in custody, pursuant to the maximum limits set forth by the CVM.

Paragraph 5 - Except as provided for in Paragraph 6 of this Article 5 and Paragraph 1 of Article 6 below, shareholders have preemptive rights, at the proportion of the number of shares held thereby, in the subscription of new shares, convertible debentures orwarrants issued by the Company, observing the legal term to exercise the preemptive right.

Paragraph 6 - Shareholders shall not have the preemptive right (i) in convertible debentures; (ii) in warrants convertible into shares; and (iii) in the granting and exercise of call option or subscription of the Company's shares.

Paragraph 7 - The reimbursement amount due to dissenting shareholders who exercised the withdrawal right in the assumptions provided for by Law No. 6,404 of December 15,

1976, as amended ("Brazilian Corporation Law") is determined by dividing the net worth, as verified in the latest parent company financial statements approved at the Shareholders'

Meeting, by total number of shares issued by the Company, excluding treasury shares.

Article 6 - The Company is authorized to increase its capital stock up to the limit of nine billion Reais (R$9,000,000,000.00), regardless of amendment to the Bylaws, upon resolution of the Company's Board of Directors, by issuing new common shares or by means of capitalization of profits or reserves, issuing or not issuing new shares.

Paragraph 1 - The Board of Directors has the authority to establish the number of shares to be issued, for distribution in Brazil or abroad, whether through public or private issue, payment price and term and other issue, subscription and payment conditions within the authorized capital stock, as well as to resolve on the exercise of preemptive right, in accordance with legal standards and these Bylaws, mainly as set forth in Article 172 of the Brazilian Corporation Law.

Paragraph 2 - The Company may issue shares or convertible debentures or warrants, within the limit of authorized capital, without the granting of preemptive right to shareholders or with reduction of the period to exercise such preemptive right as provided for in Article 171, Paragraph 4 of the Brazilian Corporation Law, provided that the issuance is made through (a) sale at stock exchange or through public subscription, or (b) share swap in a tender offer, as provided for by laws.

Paragraph 3 - Within the limit of the authorized capital stock, and in accordance with the plan approved by the Shareholders' Meeting, the Board of Directors may authorizethe Company to grant call options or share subscription to its managers and employees, as well as to individuals that provide services to the Company or entities under direct, indirect or shared Company's control, without preemptive right to shareholders and pursuant to the plan approved at the Shareholders' Meeting.

Article 7 - Every shareholder, Group of Shareholders or holder of American Depositary Shares (ADSs) undertakes to disclose, by means of communicating to the Company if their direct and/or indirect participation in shares, American Depositary Shares (ADSs), rights over shares, Other Rights of a Corporate Nature and other securities issued by the Company exceeds the levels of two point five percent (2.5%), five percent (5%), seven point five percent (7.5%), ten percent (10%) and so on.

Paragraph 1 - The Company will send the above information to the stock exchanges on which its securities are traded and to CVM, under the terms of the applicable legislation, from the attainment of a stake equivalent to five percent (5%) and the subsequent shares that come to exceed multiples of two and a half percent (2.5%) of the securities mentioned in the caput and in the second paragraph below.

Paragraph 2 - Holders of debentures convertible into shares, subscription bonus and stock option will have the same duty to ensure their holders the acquisition of shares in the percentage provided for in this Article 7.

Paragraph 3 - The violation of the provisions of this Article shall subject the infringer(s) to the penalty of suspension of shareholder rights, pursuant to Article 120 of the Brazilian Corporation Law.

CHAPTER III - SHAREHOLDERS' MEETINGS

Article 8 - The Shareholders' Meeting duly called and instated in accordance with applicable legislation and provisions of these Bylaws, has powers to decide all the matters related to the Company's purposes and to take all the appropriate resolutions to the defense and development of such purposes.

Article 9 - The Shareholders' Meeting shall meet (a) on an ordinary basis, once a year, within the first four (4) months after the end of each fiscal year, to decide on the matters set forth in the Article 132 of the Brazilian Corporation Law, and (b) on an extraordinary basis, whenever deemed necessary in accordance with the corporate interests, and under legal provisions and these Bylaws.

Article 10 - The Shareholders' Meeting shall be called by the Chairman of the Board of Directors or, in the event of his absence, by a member appointed by him, and in the event of impediment, by the Vice Chairman of the Board of Directors or in the event of absence or impediment of Vice Chairman, by two (2) Board members jointly.

Paragraph 1 - The Shareholders' Meeting may also be called by persons indicated in the Sole Paragraph of Article 123 of the Brazilian Corporation Law, in the cases indicated therein.

Paragraph 2 - The first call of the Shareholders' Meeting shall be made, at least, twenty-one (21) days in advance of the date scheduled for the Shareholders' Meeting, such period starting as from the publication of the first call notice that shall inform the place, date, time and agenda of the meeting. In case the Shareholders' Meeting is not installed after the first call, a second call notice shall be published, at least, eight (8) days in advance.

Article 11 - The Shareholders' Meeting shall be instated and presided over by the Chairman of the Board of Directors (or by the person indicated by him/her), who shall

appoint the secretary to the Shareholders' Meeting. In the absence of the Chairman of the Board of Directors, the Shareholders' Meeting shall be instated and presided over by the

Vice Chairman of the Board of Directors. In the absence of the Vice Chairman of the Board of Directors, the Shareholders' Meeting shall be instated and presided over by the director who has the greatest number of consecutive terms of office, or in the absence, by any other Board member or officer to be appointed by the majority of the votes of the

shareholders attending the Shareholders' Meeting or represented by proxy, and the Chairman of the Shareholders' Meeting shall appoint his/her secretary.

Article 12 - In order to participate and vote in the Shareholders' Meeting, the shareholder must evidence such capacity presenting its identity card and a receipt issued by the trustee