UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
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(Amendment No. 4)*
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Cosan Limited
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(Name of Issuer)
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CLASS A COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
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G25353 107
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(CUSIP Number)
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Mr. Rubens Ometto Silveira Mello
Av. Juscelino Kubitschek, 1327 – 4th floor
São Paulo, SP 04543-011, Brazil
(55)(11) 3897-9797
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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N/A
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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G25353 107
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1.
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Names of Reporting Persons.
Queluz Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(b) o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o | |||
6.
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Citizenship or Place of Organization
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
9,880,366 – See Item 5
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,880,366 – See Item 5
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,798,116 shares of class A common stock – See Item 5
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o | |||
13.
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Percent of Class Represented by Amount in Row (11)
4.47% of class A common stock (1)
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14.
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Type of Reporting Person (See Instructions)
HC
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CUSIP No.
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G25353 107
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1.
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Names of Reporting Persons.
MSOR Participações S/A
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o |
6.
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Citizenship or Place of Organization
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
9,880,366 – See Item 5
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,880,366 – See Item 5
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,811,250 shares of class A common stock – See Item 5
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
1.04% of class A common stock (1)
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14.
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Type of Reporting Person (See Instructions)
HC
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CUSIP No.
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G25353 107
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1.
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Names of Reporting Persons.
Usina Bom Jesus S/A Açúcar e Álcool
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o | |
6.
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Citizenship or Place of Organization
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
9,880,366 – See Item 5
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,880,366 – See Item 5
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
255,000 shares of class A common stock – See Item 5
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o |
13.
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Percent of Class Represented by Amount in Row (11)
0.15% of class A common stock (1)
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14.
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Type of Reporting Person (See Instructions)
HC
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CUSIP No.
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G25353 107
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1.
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Names of Reporting Persons.
FIA Rio das Pedras
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
9,880,366 – See Item 5
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,880,366 – See Item 5
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,000 shares of class A common stock – See Item 5
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
0.01% of class A common stock (1)
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14.
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Type of Reporting Person (See Instructions)
HC
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QUELUZ HOLDINGS LIMITED
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March 10, 2015
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Date
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/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
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Signature
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Rubens Ometto Silveira Mello
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Burkhard Otto Cordes
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MSOR PARTICIPAÇÕES S/A
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March 10, 2015
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Date
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/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
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Signature
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Rubens Ometto Silveira Mello
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Burkhard Otto Cordes
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USINA BOM JESUS S/A AÇÚCAR E ÁLCOOL
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March 10, 2015
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Date
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/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
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Signature
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Rubens Ometto Silveira Mello
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Burkhard Otto Cordes
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FIA RIO DAS PEDRAS
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March 10, 2015
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Date
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/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
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Signature
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Rubens Ometto Silveira Mello
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Burkhard Otto Cordes
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Name and Business Address
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Present Principal Occupation Including Name and
Address1 of Employer
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Directors
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Rubens Ometto Silveira Mello
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Director and President
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Burkhard Otto Cordes
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Director and Vice President
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Celso Renato Geraldin
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Director and Vice President
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Name and Business Address
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Present Principal Occupation Including Name and
Address1 of Employer
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Executive Officers
(Who Are Not Directors)
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All Executive Officers are Directors.
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1 Same address as director’s or officer’s business address except where indicated.
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SCHEDULE A-2
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Name and Business Address
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Present Principal Occupation Including Name and
Address1 of Employer
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Directors
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Rubens Ometto Silveira Mello
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Director and President
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Burkhard Otto Cordes
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Director and Vice President
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Celso Renato Geraldin
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Director and Executive Officer
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Name and Business Address
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Present Principal Occupation Including Name and
Address1 of Employer
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Executive Officers
(Who Are Not Directors)
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All Executive Officers are Directors.
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1 Same address as director’s or officer’s business address except where indicated.
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Name and Business Address
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Present Principal Occupation Including Name and
Address1 of Employer
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Directors
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Rubens Ometto Silveira Mello
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Director and President
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Burkhard Otto Cordes
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Director and Executive Officer
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Celso Renato Geraldin
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Director and Executive Officer
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Name and Business Address
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Present Principal Occupation Including Name and
Address1 of Employer
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Executive Officers
(Who Are Not Directors)
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All Executive Officers are Directors.
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1 Same address as director’s or officer’s business address except where indicated.
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SCHEDULE A-4
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Name and Business Address
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Present Principal Occupation Including Name and
Address1 of Employer
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Directors
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Rubens Ometto Silveira Mello
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Director and President
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Burkhard Otto Cordes
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Director and Executive Officer
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Sylvio Klein Trompowsky Heck
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Director and Executive Officer
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Celso Renato Geraldin
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Director and Executive Officer
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Name and Business Address
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Present Principal Occupation Including Name and
Address1 of Employer
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Executive Officers
(Who Are Not Directors)
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All Executive Officers are Directors.
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1 Same address as director’s or officer’s business address except where indicated.
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Trade Date
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Shares Purchased (Sold)
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Price Per Share ($)
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January 6, 2015
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39,599
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6.96
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January 7, 2015
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152,801
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7.00
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January 8, 2015
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87,793
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7.13
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January 9, 2015
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17,400
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7.06
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January 9, 2015
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125,661
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7.01
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January 12, 2015
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68,020
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6.75
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January 13, 2015
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140,959
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6.87
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January 14, 2015
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215,000
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7.01
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January 15, 2015
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300,000
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7.20
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January 16, 2015
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137,390
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7.22
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January 20, 2015
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109,021
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7.25
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January 21, 2015
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2,500
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7.30
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January 22, 2015
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133,914
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7.69
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January 23, 2015
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43,500
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7.76
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January 23, 2015
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37,324
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7.68
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February 11, 2015
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(30,000)
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7.42
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February 12, 2015
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(70,000)
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7.90
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February 12, 2015
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(1,200)
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8.06
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February 13, 2015
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(13,400)
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8.01
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February 13, 2015
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(20,000)
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7.90
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February 17, 2015
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(5,000)
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8.05
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February 17, 2015
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(10,000)
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8.10
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February 18, 2015
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(8,540)
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8.05
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February 20, 2015
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(5,000)
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7.80
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February 20, 2015
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(23,850)
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7.76
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February 27, 2015
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(5,000)
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7.63
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