Cosan USA : Material Fact - Descontinuance of BDR Program

COSAN LIMITED

Corporate Taxpayer ID (CNPJ/MF): 08.887.330/0001--52

Foreign Company

Sponsor of Level III BDR Program

CVM Code 80071

MATERIAL FACT

COSAN LIMITED (NYSE: CZZ, B3: CZLT33) ("Company"), hereby informs the holders of BDRs and the general market, in accordance with CVM Instruction 358 of January 3, 2000, as amended, and with the Issuer Manual of B3. S.A. - Brasil, Bolsa, Balcão ("B3"), the following:

As part of the ongoing process to cancel the Company's BDR Program ("Cancelation"), in accordance with the Material Fact notices dated April 19, 2018, July 16, 2018 and August 13, 2018 and with the Notice to the BDR Holders of the Company dated June 13, 2018, which are available on the websites of the Company(http://ri.cosanlimited.com), of the B3(www.bmfbovespa.com.br)and of the Securities and Exchange Commission of Brazil(www.cvm.gov.br)("Notice to BDR Holders"), the Company informs that it has completed the financial settlement of all sales of common shares underlying the BDRs ("Shares") of the respective holders that adhered to the Sale Procedure, which was conducted by Itau New York ("Brokerage"), the U.S.-based institution engaged for the purposes of the Cancelation, on the New York Stock Exchange (NYSE), in the United States of America.

During the period from July 14, 2018 to August 13, 2018, the sale was completed, in market operations, of 884,157 Shares at the average price of U$S 7.419965 per Share, equivalent in Brazilian real to R$ 28.331351168 per BDR, with currency translation based on the PTAX rate, which is the average sell exchange rate of such currencies in the currency market on August 10, 2018, which is published on the website of the Central Bank of Brazil, within said amount referring to the amount to be paid, per BDR, to the respective holders. The payment, after deducting all taxes due under applicable law as well as the commissions and expenses of the Depositary Bank and the Brokerage, will be made on August 20, 2018, and Itaú Unibanco S.A. ("Depositary Bank") will transfer to B3 all funds related to the holders of the BDR who kept their positions deposited with the central depository of B3, which in turn will be responsible for transferring such funds to the respective holders, through their transfer agents. The holders of BDR that held their positions directly with the Depositary Bank will receive any amounts directly from said institution.

More information and instructions related to the Cancelation process can be obtained in the Notice to BDR Holders.

The Company will keep the market and its shareholders informed on the subject-matter of this material fact.

São Paulo, August 15, 2018

Marcelo Eduardo Martins

Chief Financial and Investor Relations Officer

Cosan Limited