Cosan Overseas Limited Announces Tender Offer For Any And All Of Its Outstanding 8.250% Perpetual Notes And Related Consent Solicitation - Seite 2

Our obligation to purchase the Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase and Consent Solicitation Statement. We have the right, in our sole discretion, to amend or terminate the Tender Offer or the Consent Solicitation at any time. We reserve the right, in our sole discretion, not to accept any tenders of Notes for any reason.

The terms and conditions of the Tender Offer and Consent Solicitation, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated November 17, 2014. Copies of the Tender Offer and Consent Solicitation are available to Holders from D.F. King & Co., Inc., the tender and information agent for the Tender Offer and Consent Solicitation (the "Tender and Information Agent"). Requests for copies of the Tender Offer and Consent Solicitation should be directed to the Tender and Information Agent in New York at [phone] (U.S. toll free) or [phone] (collect); in London at [phone] (collect); or at [e-mail].

We have retained Banco Bradesco BBI S.A., Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Santander Investment Securities Inc. to each act as Dealer Managers and Solicitation Agent in connection with the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Bradesco at [phone], BofA Merrill Lynch at [phone] (toll free) or [phone] (collect), Itau BBA at [phone] (toll free), Morgan Stanley at [phone] (toll free) or [phone] (collect) and Santander at [phone].

Neither the Offer to Purchase and Consent Solicitation Statement nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, and this document and the Tender Offer and Consent Solicitation have not been reviewed or approved by the Luxembourg Financial Sector Regulator (the Commission de Surveillance du Secteur Financier). No authority has passed upon the accuracy or adequacy of the Offer to Purchase and Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer and Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement. Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offer and Consent Solicitation are not being made to, nor will we accept tenders of Notes or delivery of consents from, Holders in any jurisdiction in which the Tender Offer and Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their Notes or deliver consents. Holders should carefully read the Tender Offer and Consent Solicitation Statement because they contain important information, including the various terms and conditions of the Tender Offer and Consent Solicitation.