Extraordinary Shareholders Meeting

AÇÚCAR GUARANI S.A.
Publicly-held Company
CNPJ No. 47.080.619/0001-17
NIRE 35.300.145.135
Minutes of the Extraordinary General Meeting
held on May 13, 2010
Date, Time and Place: May 13, 2010, at 9:00 a.m., at the Company’s principal
place of business in the City of Olímpia, State of São Paulo, at Via de Acesso
Guerino Bertoco, Km 5, located near Km 155 of Assis Chateaubriand Highway, Zip
Code 15400-000.
Presiding Board: Chairman, Mr. Jean Claude Alain Religieux; Secretary, Mr.
Gustavo Lourenço Quitério.
Attendance: (i) shareholders representing 70,58% of the Company’s capital
stock, as per signatures placed in the Company’s Shareholders Attendance List.
Call Notice: call notices were published in the Official Gazette of the State of São
Paulo and in the newspaper “Diário da Região” of São José do Rio Preto, State of
São Paulo, in their issues of April 28, 29 and 30, 2010, and in the newspaper
“Valor Econômico”, in their issues of April 28 and 29, May 1 and 2, 2010,
pursuant to article 124 of Law No. 6404 of December 15, 1976, as amended
(“Corporation Law”).
Reading of Documents: reading of the documents related to the agenda of this
Extraordinary General Meeting was waived considering that, pursuant to CVM
Ruling No. 481 of December 17, 2009, such documents were made available to the
shareholders at BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros,
at the Brazilian Securities Commission (CVM) through the IPE system, and on the
Company’s investor relations website and head office.
Minutes in Summary Form: drawing-up of these minutes in summary form
and publication thereof without signatures were authorized, pursuant to article
130, paragraphs 1 and 2 of the Corporation Law, and article 10, paragraph 6 of the
Company’s Bylaws.
Agenda: to resolve on the proposal of the senior management to amend the
Company’s Bylaws so as to include article 61 in the chapter ‘Final and Temporary
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Provisions,’ relating to the rules applicable to the establishment of the Special
Independent Committee (“Committee”) dealt with in CVM Practice Bulletin No.
35 of September 1, 2008 (“PB 35”), for the sole and exclusive purpose of analyzing
the conditions of the possible merger of shares issued by the Company into Tereos
Internacional S.A. (currently, “Tereos Participações Ltda.”), with its principal
place of business in the City of São Paulo, State of São Paulo, at Av. Brigadeiro
Faria Lima, 201, 13th floor, suite 132-part, Zip Code 05426-100, enrolled in
CNPJ/MF under No. 11.566.501/0001-56, which will be turned into a joint-stock
company in due course, and will apply for registration as a publicly-held company
with CVM and for listing in the Novo Mercado segment of BM&FBOVESPA S.A. –
Bolsa de Valores, Mercadorias e Futuros, pursuant to applicable laws and
regulations.
Resolution taken: A majority of the shareholders present approved the senior
management’s proposal for amendment to the Company’s Bylaws, resulting from
the resolutions taken at the Company’s Board of Directors Meeting, held on April
5, 2010; with inclusion in the Company’s Bylaws, in the chapter ‘Final and
Temporary Provisions,’ of the new article 61, providing for the rules applicable to
the establishment, designation and operation of the Committee dealt with in PB
35, worded as follows: “Article 61. In compliance with the provisions of CVM
Practice Bulletin No. 35 of September 1, 2008, the Company will set up, on a
provisional basis, a Special Independent Committee for the sole and exclusive
purpose of analyzing the conditions of the merger of shares issued by the
Company into Tereos Internacional S.A. (currently, “Tereos Participações
Ltda.”), with its principal place of business in the City of São Paulo, State of São
Paulo, at Av. Brigadeiro Faria Lima, 201, 13th floor, suite 132-part, Zip Code
05426-100, enrolled in the National Register of Legal Entities of the Ministry of
Finance (CNPJ/MF) under No. 11.566.501/0001-56, pursuant to applicable laws
and regulations, and submitting its recommendations to the Company’s Board
of Directors, subject to the guidelines set forth in said Practice Bulletin.
Paragraph 1. The Special Independent Committee shall be composed of 3
members, elected by the Board of Directors, all independent and not senior
managers of the Company, who shall have extensive experience and technical
capacity and shall be subject to the same legal duties and responsibilities as the
senior managers, pursuant to article 160 of the Corporation Law. Paragraph
2. Members of the Special Independent Committee shall be presumed to be
independent when falling within the meaning of “independent member” as
defined in the Listing Regulations of the Novo Mercado Segment of the São
Paulo Stock Exchange. Paragraph 3. The Special Independent Committee shall
have no executive duties or decision-making powers, and its opinions, proposals
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or recommendations shall be sent over to the Board of Directors to be resolved
on. Paragraph 4. It shall be incumbent on the Board of Directors to set the
compensation of the members of the Special Independent Committee and to
authorize the engagement by the Executive Office (a) of said members and (b) of
independent consultants to assist the members of the Special Independent
Committee.”
Closing of the Meeting and Drawing-up of the Minutes: There being
nothing further to transact, the Chairman offered the floor to whoever wished to
take it and, as nobody did, the meeting was adjourned for as long as necessary to
have these minutes drawn up and, upon reopening of the meeting, these minutes
were read, approved and signed by all attendees.
Presiding Board: (sgd) Mr. Jean Claude Alain Religieux, Chairman; Mr.
Gustavo Lourenço Quitério, Secretary.
Shareholders: Tereos Participações Ltda., P. Reynaldo Ferreira Benitez; Tereos
do Brasil Participações Ltda., P. Jean Claude Alain Religieux; Amundi Funds, Pp.
Anderson Carlos Koch; Dimensional Funds PLC, Pp. Anderson Carlos Koch;
Newgate Global Resources Investment Fund, Pp. Anderson Carlos Koch;
Dimensional Funds II, PLC, Pp. Anderson Carlos Koch; Emerging Markets Small
Capitalization Equity Index Non-Lendable Fund B, Pp. Anderson Carlos Koch;
Emerging Markets Small Capitalization Equity Index Non-Lendable Fund, Pp.
Anderson Carlos Koch; Credit Agricole Asset Management, Pp. Anderson Carlos
Koch.
Olímpia, May 13, 2010
I hereby certify that this is a true copy of the minutes drawn up in the
proper book.
Gustavo Lourenço Quitério
Secretary
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