Joint Venture Agreement between Cosan and ShellSão Paulo – August 25th, 2010

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Disclaimer

This presentation contains estimates and forward-looking statements regarding our strategy and

opportunities for future growth. Such information is mainly based on our current expectations and estimates

or projections of future events and trends, which affect or may affect our business and results of operations.

Although we believe that these estimates and forward-looking statements are based upon reasonable

assumptions, they are subject to several risks and uncertainties and are made in light of information currently

available to us. Our estimates and forward-looking statements may be influenced by the following factors,

among others: (1) general economic, political, demographic and business conditions in Brazil and particularly

in the geographic markets we serve; (2) inflation, depreciation and devaluation of the real; (3) competitive

developments in the ethanol and sugar industries; (4) our ability to implement our capital expenditure plan,

including our ability to arrange financing when required and on reasonable terms; (5) our ability to compete

and conduct our businesses in the future; (6) changes in customer demand; (7) changes in our businesses;

(8) government interventions resulting in changes in the economy, taxes, rates or regulatory environment;

and (9) other factors that may affect our financial condition, liquidity and results of our operations.

The words “believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar words

are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements

speak only as of the date they were made and we undertake no obligation to update or to review any

estimate and/or forward-looking statement because of new information, future events or other factors.

Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future

performance. Our future results may differ materially from those expressed in these estimates and forward-

looking statements. In light of the risks and uncertainties described above the estimates and forward-looking

statements discussed in this presentation might not occur and our future results and our performance may

differ materially from those expressed in these forward-looking statements due to, inclusive, but not limited to

the factors mentioned above. Because of these uncertainties you should not make any investment decision

based on these estimates and forward-looking statements.

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Agenda

1. Deal Rationale

2. Transaction Overview

3. Governance

4. Next Steps

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Deal Rationale

Association of two companies which are leaders in their respective core businesses

• Cosan: world’s leading producer of sugar and sugarcane ethanol

• Shell: global leading energy and petrochemical player

Creation of a Joint Venture of unparalleled growth potential in sugar, biofuels and cogeneration

Joint Venture to result in a consolidated leading position in the fuel distribution business in Brazil

Biomass technology development through Shell’s contribution of its participation at IOGEN and CODEXIS should lead the JV to a unique position in sugarcane ethanol

Shared values and a strong commitment to sustainable development

Substantial value creation from synergies

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Agenda

1. Deal Rationale

2. Transaction Overview

3. Governance

4. Next Steps

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49% Shell – 51%Cosan - 51%

JV Capital Structure

Management

Company

Sugar, Ethanol,

Cogeneration &

Biotechnology

Co

Downstream Co

50% 50%

49%

Supply, distribution and sale of fuels

in Brazil.

Network of about 4,500 fuel stations

throughout Brazil - third largest fuels

retailer in the country as of 2009, with

strong potential for future growth

Production of sugar and ethanol

Co-generation activities

Technology activities: Iogen &

Codexis

JV’s face to the market

Facilitate the building of a unified

corporate culture

Contributed Assets of Cosan and Shell

All of its sugar and ethanol mills;

All of its energy co-generation business;

Fuel distribution and retail businesses;

Ethanol logistics assets;

Net debt of approximately US$2.524 million;

Additional debt of R$500 million from BNDES

used for capital expenditures relating to the

sugar and ethanol business;

US$25 million in land;

Contingent contributions from possible future

gains at the proposed Joint Venture, estimated

to be US$300 million, to be received by Cosan

over a period of approximately 5 years.

Brazilian fuel distribution business;

Retail businesses (including aviation);

Equity stakes in Iogen and Codexis involved in

the research and development of biomass fuel,

including ethanol;

A cash contribution of approximately US$1,600

million:

• Cash of US$1,275 million over a period

of two years, equivalent to US$1,625

million net of payments related to the

brand licensing for a period of 10 years;

and

• Other cash payments of approximately

US$325 million in relation to other

ancillary arrangements between Shell

and the JV.

Cosan Shell

Cosan Assets not contributed to the JV

Radar

CZZFloat

Rumo Lubricants Other Assets

Outside JV

JV

JV S&EJV Downstream

Cosan would retain and therefore, would not contribute to the proposed Joint Venture:

• Lubricants manufacturing and marketing business;

• Sugar logistics business carried out by Rumo Logística S.A.;

• Land prospecting and development business carried out by Radar Propriedades Agrícolas S.A.;

• Food retail brands such as “Da Barra” and “União”;

• Sugar retail brands which would, at Cosan’s election, either be used in a retail sugar business to be

operated by Cosan (to the extent negotiated and agreed with Shell before Closing) or licensed to the

proposed Joint Venture on a fair market value basis;

• The right to conduct its own sugar trading business globally;

• Agriculture land, except US$25 million contributed to the proposed JV.

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The production, sale and trading of Sugar in Brazil and globally;

Distribution, commercialization and retail sale of fuel products and sale of aviation fuels in Brazil;

The production of ethanol globally, the sale within any country in which the JV has production, and the

trading in Brazil and globally subject to compliance with a Global Ethanol Trading Agreement with Shell;

Production and sale of electricity, steam and other cogeneration by-products in Brazil;

The further development and licensing of Sugar and Ethanol production-related technology;

Investment in, and the operation of, Sugar-related or ethanol-related logistics infrastructure within Brazil

and within any other countries in which the JV produces Sugar and/or ethanol; and

Research and development on improvements to the Iogen Energy technology.

Cosan will be able to:

Trade Sugar outside of Brazil;

Engage, outside of Brazil, in the retail sugar business.

Scope of the Joint Venture

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Agenda

1. Deal Rationale

2. Transaction Overview

3. Governance

4. Next Steps

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Governance – Three Decision levels

Rubens O. Silveira Mello Mark Williams

Vasco Dias

JV CEO

Pedro Isamu Mizutani

Sugar, Ethanol & Cogen

Luiz H. Guimarães

Fuel & Aviation

Leonardo Gadotti

Supply & Distribution

Carlos Piotrowski

CAN

Mr. Pedro Mizutani, has 27 years of experience in the sugar & energy sector and initiated

his professional career in Cosan in the 1980's, having taken positions of increasing

responsibility up to his current one. He is a member of the Board of Directors of UNICA

(Sugar Cane Industry Association) and professor of Fundação Getúlio Vargas's post

graduation course;

Mr. Luis Henrique Guimarães joined Shell in 1987 and worked in several positions in the

lubricants and retail businesses in Brazil and abroad, in London. In 2007 he took

the position of Shell's Chief Marketing Officer for Lubricants in North America, based in

Houston;

Mr. Leonardo Gadotti Filho, joined Esso Brasileira in 1980 as an intern and took positions

of increasing responsibility in Brazil and abroad. He is currently the President of Sindicom

(Distribution Companies Association) and board member of ETCO and IBP;

Mr. Carlos Alberto Piotrowski, joined Esso Brasileira in 1984 and worked in different areas

in Brazil and abroad, having led the transition of the Latin America area of fuels distribution

during the Exxon-Mobil merge. He returned to the country in 2007 to take the position of

President of Esso Brasileira from 2007 until 2009, when it became Cosan Combustíveis e

Lubrificantes.

Mr. Silveira Mello has a bachelor’s degree in Mechanical Production Engineering from the

University of São Paulo. In 1974, at the age of 24 years old, he became the CFO of S.A.

Indústrias Votorantim, until 1980, when he assumed the position of vice-president of Pedro

Ometto S.A. Participações e Administração. In 1988, Mr. Silveira Mello joined Cosan,

leading its expansion over the years.

Mr. Williams joined Shell in 1979 as a research physicist in US, taking positions as

Engineering Manager, Operations Manager, Head of EP Staff Planning and Head of

Downstream Strategy, VP Transportation for Equilon Enterprises LLC, the Shell and

Texaco joint venture in the USA until in 2009 he became Downstream Director for Shell

worldwide.

Shareholders’ Representative

Executive Body

Shareholders’ Representative

Supervisory Board

Executive Body

TBD

TBD

Rubens O. Silveira Mello

ChairmanTBD

TBD

TBD

Mr. Vasco Dias will be the CEO of the JV, reporting to its Supervisory Board. Vasco joined

Shell in 1979, having occupied positions of increasing responsibility in Brazil and abroad

throughout his career. He participated, in The Hague, in the team that led the global

restructuring of the Shell Group. He returned to Brazil in 1997 to hold the position of CEO

of Shell Gas and, as of 2005, Retail Vice President for Latin America and Country Chair of

Shell in Brazil.

Evandro Gueires

Sustaining

Kilda Magalhães

Human Resources

Paulo Lopes

Legal Counsel

TBD

CFO

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Options and Lock-ups

Year 0 Year 15Year 10Year 5

Call option

by Shell

Mutual

Call/Put

OptionsYear 10

• Shell will have the right to call half or all of Cosan’s JV shares

Year 15 options

• Shell has the right to call all of Cosan’s JV shares;

• If Shell has not exercised the year 10 of year 15 calls, Cosan has the right to call all of Shell’s JV shares or Shell’s shares in the

upstream JV, depending on whether Shell has elected to retain its stake in the downstream JV;

• If Shell purchased 50% of Cosan’s JV shares at year 10, but it does not purchase Cosan’s remaining JV shares at year 15, Cosan

has the right to put to Shell all of its remaining JV shares;

• If Shell purchased 50% of Cosan’s JV shares at year 10, but it does not purchase Cosan’s remaining shares at year 15, Cosan

has the right to call from Shell the JV shares it sold to Shell at year 10 at a discount.

Lock-Up periods

Subject to certain limited exceptions (including intra-group transfers and sales of non-Controlling interests in (Cosan/CZZ), ROSM,

Cosan, CZZ and Shell may not transfer (directly or indirectly) their JV interests (or the interests in Cosan or CZZ) during:

• the period from the closing to the 6th anniversary of the closing

• the six month period prior to the 10th anniversary of the closing

• the six month period prior to the 15th anniversary of the closing

Closing

Lock-up from Year 0 to Year 6

6 months

Lock-up

6 months

Lock-up

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Qualified Lock-ups and RoFRs

Controlling interests in Cosan and Cosan Limited may be sold on an unsolicited basis after the 6th

anniversary of the Closing (but before the 9 year and six month anniversary of the Closing) and

between the 10th and the 15th anniversaries of the Closing after the lapse of the 10 year call

option; provided that:

• Shell will have a right of first refusal with respect to the proposed transaction on the same

terms offered by the 3rd party offer;

• Shell will be granted the right to equalize the voting interests in the Sugar and Ethanol JV

for a nominal price; and

• Shell will be granted the right to acquire all of the Cosan interests in the Joint Venture for

their fair market value to be determined based on a customary appraisal and dispute

resolution process.

If either the Cosan or ROSM interest in the is sold to an third party, immediately upon such sale:

Role and responsibilities of the Chairperson limited to those of chairing the meetings, and

managing the affairs, of the Supervisory Board, together with any other roles and

responsibilities required by Brazilian law

Shell will have the right to appoint, for an initial three year term, the Chairperson; and will

alternate the appointment with the third party

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Agenda

1. Deal Rationale

2. Transaction Overview

3. Governance

4. Next Steps

Next Steps

Initially, Cosan and Shell will continue to act as independent companies and

competitors in the downstream until the approval of the European Commission

Both parties will now focus on securing the required regulatory approvals

During a Transition Period, Cosan and Shell will take legal actions in order to form the

JVs and will work towards the integration of their systems

Closing of the JV: Cosan and Shell no longer compete, starting to operate as one

company

The formation of the proposed Joint Venture is expected to occur in the first half of

2011

At this point, the proposed JV will be proportionally consolidated according to

BRGAAP / IFRS rules.

Thank you!