Tereos Internacional Analyst Presentation

Tereos Internacional: Creating A Global Leader In Food Ingredients & Bioenergy

June 8th, 2010

June 8th, 20102

Disclaimer

The information contained herein has been prepared by the Tereos Group solely for use at presentations held in connection with the corporate reorganization of the Tereos Group (the “Transaction”).

Tereos Internacional has announced that it contemplates a primary offering of shares, after completion of the Transaction. Investors must carefully read the prospectuses, especially the “Risk Factors” section prior to making any investment in Tereos Internacional’s shares, if and when any offering takes place.

This presentation does not constitute an offer to sell or a solicitation of offers to purchase or subscribe for, any shares in Açucar Guarani S.A. (“Guarani”) or Tereos Internacional and nothing in this document constitutes investment advice. Any such offer or sale will take place by means of separate offering documents, including prospectuses subject to approval by the Comissão de Valores Mobiliários (CVM) and the Autorité des Marchés Financiers (AMF) in the event of offers to the public in Brazil and/or France, respectively.

Neither Guarani’s nor Tereos Internacional’s shares have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and they may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.

Neither Guarani nor Tereos Internacional intends to register any portion of the Guarani’s or Tereos Internacional’s shares in the United States or to conduct a public offering in the United States. Neither this document nor any copy of it may be taken or transmitted into or distributed in the United States other than to qualified institutional buyers (“QIBs”) as defined in Rule 144 A of the Securities Act, or into Canada, Australia or Japan or any other jurisdiction which prohibits the same. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession of this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions set forth in this paragraph may constitute a violation of United States or other securities laws.

This document constitutes a marketing communication and, in the United Kingdom, is directed solely at persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of, or a person falling within Article 49(2) (High Net Worth Companies etc) of, The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended of replaced) and in all cases are capable of being categorized as a Professional Client or Eligible Counterparty for the purposes of the FSA conduct of business rules (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this presentation or this document or any of its contents. The information in this document is given in confidence and the recipients of this presentation should not engage in any behavior in relation to qualifying investments or related investments (as defined in the Financial Services and Markets Act 2000 (the "FSMA") and the Code of Market Conduct (or equivalent) made pursuant to the FSMA which would or might amount to market abuse for the purposes of the FSMA This document has not been approved by the UK Financial Services Authority.

In any Member State of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a "Relevant Member State") (other than France) no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in any Relevant Member State. As a result, securities may only be offered in Relevant Member States other than France: (a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to place securities; (b) to any legal entity which has two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43 million; and (3) an annual net turnover of more than €50 million, as per its last annual or consolidated account; and (c) in any other circumstances not requiring Tereos Internacional or Guarani to publish a prospectus as provided under article 3(2) of the Prospectus Directive.

3

Disclaimer (cont’d)

The information included in this presentation contains certain forward-looking statements, including statements with respect to management’s intentions, beliefs or current expectations concerning among other things, Guarani’s and Tereos Internacional’s growth prospects and strategies and future growth in the sugar, starch and ethanol markets worldwide. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of various factors, such as market conditions, government regulations, competitive pressures, the performance of the Brazilian and global economies and the sugar, starch and ethanol industries. You are cautioned not to place undue reliance on those forward looking statements, which speak only as of the date of this presentation. Neither Guarani nor Tereos Internacional undertakes any obligation to publicly revise or update any forward-looking statements in light of new information or future events.

No representation or warranty, either express or implied, is made as to the accuracy, reliability or completeness of the information presented herein. The information herein is only a summary and does not purport to be complete. Any opinion expressed herein is subject to change without notice, and Tereos and its subsidiaries are under no obligation to update or keep current the information herein. Tereos and its affiliates, agents, directors, partners and employees accept no liability whatsoever for any loss or damage of any kind arising out of the use of all or any part of this material.

This presentation contains information about Tereos Internacional's markets, including its competitive positions. Unless otherwise specified, this information is based on estimates prepared by the group and is purely indicative. These estimates are based on information obtained from customers, suppliers, business organizations and other market participants. The group considers that these estimates are reasonable as of the date of this presentation; however, the completeness and accuracy of the data underlying the estimates is not guaranteed and the group can offer no assurance that it has applied the same market definitions as its competitors.

This presentation includes unaudited pro forma financial information relating to Tereos Internacional. This information is presented for illustrative purposes only and is not indicative of the results of operations or the financial condition of Tereos Internacional that would have been achieved had the creation of Tereos Internacional been completed as of an earlier date nor is it indicative of its future results of operations or financial condition.

This presentation includes information relating to Groupe Quartier Français, which was acquired by Tereos and to the structure and reorganisation of Tereos Internacional’s Indian Ocean Pole following completion of this acquisition. This acquisition has been approved by French anti trust authority (Autorité de la Concurrence).

June 8th, 2010

4

Research guidelines

� Research reports:

• Analysts must not be provided information (other than publicly available information) relating to the Company that is not included in the Prospectus

• Must not include any ratings, price targets or recommendations for the Company (including language that may imply a recommendation, such as “undervalued”)

• Must not be sent to press or other media and must not be distributed at any roadshow presentations

• Must contain the appropriate legends and disclaimers as detailed in the research guidelines

• May not include any projections beyond 2013 (and must not include Earnings Per Share or Dividend Per Share forecasts)

• Must only be distributed to permitted / authorized recipients as set out in the final research guidelines

• References to the Offering should be kept to a minimum and in no case should they set price targets for the securities being offered. There should be no references to the offering beyond those which have already been publicly disclosed by the Company

� Except as permitted under the final research guidelines, research reports may not be published or distributed anywhere in the world during the Blackout Period

� Except as permitted under the final research guidelines, during the Restricted Period (which has already begun and continues until the end of the Blackout Period)

• Research reports may not be distributed or transmitted, in any way, into the United States or to US persons

• Research reports should not be distributed in Australia, Canada or Japan

• Research reports should only be prepared and delivered in physical form and not be distributed electronically

June 8th, 2010

5

Presenters

� 9 years of experience in food and agro business

� Former CEO of Guarani

� CFO of Tereos

Alexis Duval

Strategy and Finance

� 18 years of experience in starch, sugar and ethanol business

� Managing Director of Syral, BENP Lillebonne, and DVO

Pierre-Christophe Duprat

European Cereal Transformation Activities

� 25 years of experience in sugar and ethanol business

� CEO of Guarani

Jacyr Costa

Brazilian Activities

� Over 25 years of experience in food and agro business

� Former CEO of Roquette (#2 starch producer in Europe)

� Former Head of Rhodia Brasil

André Trucy

CEO

� 18 years of experience in sweeteners and ethanol business

� Tereos Group Controller & Investor relations

Gwenaël Elies

Tereos Group Controller & Investor relations

June 8th, 2010

6

Agenda

Financials

Conclusion

Appendix

Executive Summary

Investment Highlights


Alexis Duval / Gwenaël Elies

André Trucy


Alexis Duval

Alexis Duval

André Trucy

European Starch Operations

European Ethanol Operations

Indian Ocean Operations

Brazilian Sugar & Ethanol Operations

June 8th, 2010

Jacyr Costa

7

Tereos Internacional:A new player to address new industry landscape

� Strong history of growth of Tereos Group over the last decade and expansion into new activities with strong growth potential

• 1996: Launch of starch activity

• 2000: First investment in sugarcane industry in Brazil by an international company after sector’s liberalization

• 2007: IPO of Guarani on BM&FBOVESPA

• 2010: Investment by Petrobras in Guarani

� Rapidly-consolidating sugar and ethanol industry in Brazil

• Change in scale

• Internationalization and entry of global players

� Fast growing starch industry in emerging markets

� Creation of Tereos Internacional to address new industry landscape and implement our long-term growth strategy

June 8th, 2010

8June 8th, 2010

25%

Tereos, Tereos Internacional’s majority shareholder, is a co-operative agro-industrial group � Tereos is a co-operative agro-industrial group

� Tereos benefits from the commitment of its 12,000 co-operative members, who are French farmers

� In 2010, Tereos strengthened its ties with 40,000 cereal growers through the creation of Tereos Agro-Industrie

Tereos Participations

Tereos

French Cereal growers8 cooperatives ***40 000 growers

Tereos Agro-Industrie

c. 60 %c. 35 %

Tereos Internacional

* SDA, Artenay, SBP, SDHF, Marconnelle

**Abbeville, Boiry, Chevrières, Escaudoeuvres, Marne & Aube, Meaux, Pont d’Ardres

***Théal, Axéréal, Cap Seine, Cohesis, Comptoir Agricole de Hochfelden, Noriap, Agrial, Unéal

c. 5%

Union SE – 5 cooperatives* Union BS – 7 cooperatives**

Public

75%

12 000 associate cooperative beet growers

c. 93%

9

Creation of Tereos Internacional:Transaction highlights

� Creation of Tereos Internacional, a global leader in food ingredients &

bioenergy

• Combining Guarani with Tereos' cereal assets and Indian Ocean sugarcane assets

• 2010 consolidated sales of R$5.0 Bn and EBITDA of R$802 MM (1)

� A strategic combination to accelerate growth and play a major role in agroindustry consolidation

• Change in scale to meet industry challenges

• Complementary assets and diversified product range with strong growth prospects and global reach to serve global customer base

• Reduced cash flow volatility through diversification of raw materials, end products and geographies

• Stronger balance sheet to seize growth opportunities and drive consolidation

� Tereos Internacional to be incorporated in Brazil, headquartered in São Paulo, listed on BM&FBOVESPA under Novo Mercado standards

(1) Financial year ended March 31st, 2010 – IFRS before acquisition of Groupe Quartier Français / Mandu - Audited figures

June 8th, 2010

10

Petrobras partnership with Tereos Internacional: Key transaction highlights

� A win-win partnership

• A strategic investment that provides Petrobras Biocombustível with a significant stake in a market leader

• The capital increase strengthens Guarani’s balance-sheet and provides the company with new resources and expertise to accelerate development

• Guarani to accelerate development in co-generation and new-generation biofuel

� Total investment of R$2.2 Bn in Guarani

• Investment by Petrobras Biocombustível of R$1.6 Bn over next 5 years (R$682 MM already invested) with an option to reach a stake of up to 49% in Guarani

• Option for Tereos Internacional to invest up to R$600 MM of new equity in Guarani in the 12 months following Petrobras Biocombustível’s initial investment in Guarani

June 8th, 2010

11

Two transforming transactions:Transaction structure overview

Overview of structuring stepsOverview of structuring steps

� Creation of Tereos Internacional, a new Brazilian company with global operations

� Contribution of European cereal assets, Indian Ocean sugarcane assets and its Guarani stake by Tereos to Tereos Internacional

� Initial investment by Petrobras Biocombustível of R$682 MM in Cruz Alta Participações (Guarani subsidiary)

• To be converted into a 26.3% stake in Guarani at R$5.83 p.s. at completion of the merger of shares

� Merger of Guarani’s shares into Tereos Internacional to be approved on June 24th EGM

• Proposed exchange offer at EGM (in accordance with the recommendation of the IC): representing a 42%/ 58% relative weight of Guarani/ Tereos EU equity values

• PF Tereos’ share in Tereos Internacional: 87%

� R$929 MM subsequent investment by Petrobras Biocombustível in Guarani over next 5 years to reach a stake of up to a 45.76% (capped at 49.0%)

� Up to R$600 MM subsequent investment by Tereos Internacional in Guarani

Tereos Internacional post-merger structureTereos Internacional post-merger structure

Indian Ocean Assets European Cereal Assets

Tereos EU(Contributed Assets)

Sugarcane Cereal

Free Float

100%26.3% to 49.0%

13%87%

73.7% to 51.0%

(1) Based on Tereos’ 69% shareholding in Guarani and 100% in Tereos Internacional pre-merger of shares, as well as proposed exchange ratio of 42%/58%

June 8th, 2010

12

Creating a global leader with critical scale and increased investment capacity

Gaining critical scale Gaining critical scale Increased investment capacityIncreased investment capacity

1,359199

2,701

5,011752

Guarani Indian

Ocean

Starch

Products

Ethanol

Europe

Total

Revenues

15%

54%

27%

FY’10 Revenues (In R$ MM)3.7x

Larger

Source: Audited Company Accounts (IFRS) - Financial year ended March 31st, 2010

� Sales presence in 103 countries and on4 continents

� A leading sugarcane processor in Brazil and Indian Ocean

� A leading ethanol producer in Brazil and in Europe

� A leading starch and starch sweeteners producer in Europe

4%

� R$1.6 Bn cash from Petrobras transaction

� Potential additional capital increases at Tereos Internacional level

• Objective of Tereos to remain the controlling shareholder of Tereos Internacional

501682

929

2,112

Pre

Transactions

Cash Balance

Petrobras

Investment

Subsequent

Petrobras

Investments

Total Cash Pro-

Forma

Source: Audited Company Accounts (IFRS) - Financial year ended March 31st, 2010

4.2xLarger

Mar’10 Cash Balance (In R$ MM)

24%

44%

32%

June 8th, 2010

13

Diversified activities in most competitive agricultural regions

Source: Company Information(1) Financials excluding Groupe Quartier Français and Mandu(2) Includes 100% of Vertente (1.6 MM sugarcane; 110,000 sugar; 70,000 m3 ethanol), Mandu (2.8 MM; 142,000; 136,000) and Mozambique (0.43 MM; 38,000)(3) La Reunion only; excludes Mozambique and Tanzania

Guarani OperationsEuropean Starch& Ethanol Operations

Indian Ocean Sugar Operations

Revenue 09/10 (1)

(in R$ MM)� 1,359 � 3,453 � 199

EBITDA 09/10 (1)

(in R$ MM)

� 295 � 474 � 33

Distinct CompetitiveAdvantage

� Amongst lowest cost of sugar and ethanol production in the world

� Cogeneration upside potential

� Lowest net starch cost producer amongst wheat-based

� Value-added specialty products and sweeteners

� Privileged access to raw materials

� Government-owned land in Mozambique

� Privileged access to Europe

� Favourable regulatory environment

Number of Production Facilities

� 7 plants in the Northwestregion of São Paulo (2)

� 8 plants in France, Belgium,Italy, Spain, UK

� 4 plants in Reunion Island, Mozambique, Tanzania

Annual Production09/10

� Sugarcane crushed: 18.9 MM Tons (2)

� Sugar Production: 1,248,000 Tons (2)

� Ethanol Production: 688,000 m3 (2)

� Cogeneration: 209.0 GWh

� Starch Production: 1.8 MM Tons

� Starch Sweeteners Production: 1.4 MM Tons

� Alcohol / Ethanol Production: 460,000 m3

� Sugarcane crushed:1.9 MM Tons (3)

� Sugar Production: 210,000 Tons (3)

� Cogeneration: 232 MW (3)

Group overviewGroup overview

June 8th, 2010

14

1996

2000

2002

2007

2008

2009

1993

2001

Acquisition of Béghin-Say by Union SDA and Union BS;Union SDA becomes Tereos

Partnership with ACOR for sugar refining and commercialization in Spain

Creationof Tereos

Acquisition of majority stake in Groupe Quartier Français (#1 sugar producer in La Réunion )

2006

Launch of glucose activity in Marckolsheim(Alsace)

5 starch plants of Talfiie taken over

Acquisition of 50% stake in Selby plant (UK - potable alcohol)

Establishment in La Réunion via acquisition of Sucrerie Bois Rouge

Petrobras Biocombustível R$1.6 Bn investment in Guarani over 5 years for a 45.7% stake

Acquisition of 50% stake in Usina Vertente

Açucar Guarani IPO (€260 MM primary proceeds)

Source: Company Information

Tereos Events

Tereos Internacional Events

Tereos Internacional:A track record of profitable growth

Establishment of DVO

Establishment of BENP Lillebonne

First experience in wheat ethanol production in Origny

Joint Venture with Cosan in Brasil, converted into a minority participation and sold in 2007

Acquisition of Usina Mandu

2010

Acquisition of a 68% stake in Guarani by Tereos

June 8th, 2010

15

Agenda

Financials

Conclusion

Appendix

Executive Summary




André Trucy


Alexis Duval

Jacyr Costa

Alexis Duval

André Trucy





June 8th, 2010

16

Key strengths of Tereos Internacional

1 Leading positions in sugar, starches and ethanol

2Complementary and innovative product portfolio serving attractive end markets

3 Broad geographic footprint serving customers on a global basis

4 Efficient and resilient business model

5 Favourable growth trends

6 Proven track record of fast and profitable growth

June 8th, 2010

17

11 Leading positions in sugar, starches and ethanol

(1) 2009/2010 rankings estimated by the company; includes 100% of Vertente (1.6 MM tons sugarcane), Mandu (2.8 MM) and Groupe Quartier Français(2) Metric tons – Commercial basis – 09/10

� Starches

� Liquid and dry sweeteners

� Polyols and low-carb sweeteners

� Fibres

� Wheat proteins

� Potable alcohol

� Ethanol

� Animal nutrition

� Sugar

� Ethanol

� Power generation

� 1.8 MM tons starch and derivative products (2)

� #3 starch-based products producer in Europe

� #2 starch sweeteners producer in Europe

� #2 wheat proteins producer in Europe

� #1 grain-based drinkable alcohol producer in Europe

� #5 ethanol producer in Europe, #1 together with other beet processing Tereos companies

� 21.5 MM tons sugarcane crushed (2)

� #3 sugarcane processor worldwide

� #3 sugar producer in Brazil

� #3 ethanol producer in Brazil

Main Assets Main Products Competitive Highlights (1)

Su

ga

rca

ne

P

roc

es

sin

gC

ere

al P

roc

ess

ing

June 8th, 2010

18

Complementary and innovative product portfolio serving attractive end markets

Attractive and resilient end marketsAttractive and resilient end markets Growing focus on specialty productsGrowing focus on specialty products

Tereos Internacional revenue breakdown by sector(08/09)

Tereos Internacional specialty products revenues (1) (2)

(R$ MM)

Source: Unaudited Company Estimates; Financial year ended September 30th, 2010

Food /Beverages52%

Bioethanol /Energy26%

Cardboard /Paper, Chemistry,Pharmac-euticals11%

Animal Nutrition11%

� High exposure to resilient, non-cyclical food and beverages markets

� Significant exposure to fast-growing ethanol sector

� Positioned to address multiple industry needs

1,383

238

01/02 08/09

� Portfolio growing after addition of:

• Grain-based drinkable alcohol (#1 in Europe)

• Premium sugar (#2 in Brazil and #1 in Mozambique)

• Polyols (#3 in Europe)

• Wheat proteins (#2 in Europe)

• Maltodextrins (#2 in Europe)

CAGR29%

(1) Includes among others drinkable alcohols, polyols, modified wheat proteins, maltodextrins, fibres and premium sugar(2) Exchange rate used: 1.3543US$/€, 0.5540US$/Brazilian Reals

22

June 8th, 2010

Broad geographic footprint serving customers on aglobal basis

Sales in 103 countries on 4 continentsSales in 103 countries on 4 continents Over 3,500 customers served worldwideOver 3,500 customers served worldwide

Source: Unaudited Company Estimates

� Brasil Foods

� BP

� Coca-Cola

� Danone

� GSK

� Kraft Foods

� InBev

� Nestlé

� Novartis

� Pepsi

� Petrobras

� Pfizer

� Sanofi

� Shell

� Total

� Unilever

33

Tier 1 Market Tier 2 Market

19June 8th, 2010

20

Efficient and resilient business model

Focused on wheat in Europe –Amongst lowest net starch costs worldwide Focused on wheat in Europe –Amongst lowest net starch costs worldwide

2009 Cereal grinding breakdown (% split of starch capacity)

Source: LMC International

� Guarani's production facilities are clustered in the Catanduva region in the North of São Paulo state (higher tons/hectare and ATR/ton)

Source: AAF, Company Information

Net starch costs: net of co productsH2 2007- H1 2010 averageNet starch costs: net of co productsH2 2007- H1 2010 average

US$ per metric tons of commercial product

191 197 200

113 122

US Corn EU Wheat Thai Tapioca EU Corn China Corn

Sugarcane in São Paulo state (Brazil) –Amongst most cost-competitive worldwideSugarcane in São Paulo state (Brazil) –Amongst most cost-competitive worldwide

Sugarcane Content/Yield (kg ATR/tonne cane)/(tonnes/hectare)

Source: LMC International (2010)

Cane Yield (tonnes/ hectare)

Ca

ne

Qu

alit

y (k

g A

TR

/ to

nn

e C

an

e)

Mato

Grosso

GoiásMinas

Gerais

Paraná

Piracicaba

Araçatuba

Assis

Jaú

137

139

141

143

145

147

70 75 80 85 90 95 100

Mato Grosso do Sul

Ribeirão Preto

Catanduva

44

28%44%

72% 40%

16%

Syral Europe

Corn Wheat Potato

June 8th, 2010

21

Efficient and resilient business model (cont’d)

Highly efficient production facilitiesHighly efficient production facilities Resiliency to raw material price fluctuationsResiliency to raw material price fluctuations

� State-of-the-art, strategically located, large,

modern production facilities in Brazil, Europe and

Indian Ocean

� Flexible industrial capabilities enabling Tereos

Internacional to adapt production between various

end products according to profitability

� Energy cogeneration

� Continuous search for cost reductions and

improvement of operating efficiency

• Improvement and optimization of production

process and logistics

• Improvement of facilities energy efficiency

� Wheat purchasing price in Europe for ethanol

production based on ethanol selling price

� Ability to transfer raw material price fluctuations to

end-products

� Brazilian sugarcane purchasing price based on

sugar and ethanol selling price (“Consecana”)

• Superior sugarcane sourcing model based on

third-party supplies

44

June 8th, 2010

4

13

35

5

14

3

10

22

17

3

12

23

26

24

29

51

South America Europe North America Asia

22

Favourable and sustained growth trends in sugar and starch

Sugar: Brazil growth fueled by emerging marketsSugar: Brazil growth fueled by emerging markets Starch: Very strong growth in AsiaStarch: Very strong growth in Asia

� Tereos Internacional’s footprint offers access to resilient markets and opportunities for growth in new geographies

Sugar production forecast: 2010 – 2015(MM metric tons commercial basis)

Source: LMC International (2010), Company Estimates

4.4%(0.7)% 6.5%5.5%(1.7)%2010 - 2015

CAGR

Starch & derivatives consumption forecast: 2010 – 2015(MM metric tons commercial basis)

4.8% 4.1%2.4%2010 - 2015

CAGR

Per Capita Consumption(kg, Starches & Syrups - 2008)

Source: LMC International

26

18

50

10

24

18

30

20

37

41

9

44

58

13

68

Europe Central and

North

America

South

America

Asia Africa

05 10 15 05 10 15 05 10 15 05 10 15 05 10 15

00 05 10 15

7.4%

7.749.616.57.1

55

00 05 10 15 00 05 10 15 00 05 10 15

June 8th, 2010

23

Favourable short- and medium-term growth trends –bioenergy

Strong growth in key ethanol marketsStrong growth in key ethanol markets Favorable cogeneration dynamics in BrazilFavorable cogeneration dynamics in Brazil

� Tereos Internacional has exposure to fast growing ethanol and cogeneration markets

Ethanol industry growth forecast: 2010 - 2015(MM m3)

Source: LMC International, 2010

Brazil cogeneration energy sales forecast: 2002 - 2015(GWh)

Cogeneration Energy Sales / Brazilian Consumption

Source: Balanço Energético Nacional – MME; Departamento de Planejamento Energético (DPE) – MME; UNICA forecast

1

11

6

8

15

24

50

45

57

0

6.8%2.0%0.2%

CAGR 13% CAGR 16%

2010 2015

Europe

750

35,770

7,745

2002 2009 2015

CAGR 40%

CAGR 29%

2010 - 2015 CAGR

55

2010 2015

Brazil

2010 2015

US

CAGR 9.7%

Corn Ethanol (US only) Cellulosic Ethanol (US only)

Advanced/ Sugarcane-Based Ethanol (US only)

47

74

June 8th, 2010

2003/2004 Brow nfields Acquisitions Greenfields 2010/2011

2003/2004 Brow nfields Acquisitions Greenfields 2009/2010

24

Proven track record of fast and profitable growth

Source: Unaudited Company Estimates

(1) Includes 100% of Vertente (1.8 MM tons of sugarcane crushing capacity) and 100% of Mandu (3.5 MM)

European Assets: Rapid expansion of annual grinding capacityEuropean Assets: Rapid expansion of annual grinding capacity

Guarani: Rapid expansion of annual crushing capacityGuarani: Rapid expansion of annual crushing capacity

(MM tons)CAGR 27.6%

21.5

8% Greenfields

59% Acquisitions

33% Brownfields

(1)

� 5 acquisitions since 2005: São José (2006), Andrade (2007), Sena (2007), 50% of Vertente (2010) and 100% of Mandu (2010)

� Cluster of plants in the same region with high integration of assets and raw material supply

� Throughout their history, Tereos European assets and Guarani have grown both organically and via acquisitions, and have developed an expertise in integrating and extracting synergies from acquired entities

66

(MM tons)CAGR 37.5%

3.7

27% Greenfields

50% Acquisitions

23% Brownfields

� 1 major acquisition since 2004: Talfiie (2007)

� 3 greenfields: BENP Lillebone (2006), DVO (2009) and Selby (2010 - start-up of operations in 2011)

� High degree of synergy extraction:

• Syral – Talfiie integration (€43 MM annual savings – 5.5% of Talfiie sales)

June 8th, 2010

25

� Be a leader in the consolidation of the industry, in particular in Brazil

� Further develop value-added products (refined sugar, specialty food ingredients, premium alcohol)

� Increase ethanol production capacity both through organic growth and acquisitions

� Further develop cogeneration business in Brazil and Indian Ocean Pole

� Develop second generation biofuels

� Enter fast-growing emerging markets both through acquisitions and organically

� Develop new premium products (health and nutrition, green chemistry, premium alcohol)

An ambitious strategy to accelerate growth

SUGAR

BIOENERGY

STARCH

June 8th, 2010

26


Financials

Conclusion



Appendix


Executive Summary



André Trucy


Alexis Duval

Jacyr Costa

Agenda


Alexis Duval

André Trucy

June 8th, 2010

27

Worldwide sugar consumption increasing mainly in emerging markets� Growth mainly driven by population growth, increasing consumer purchasing power and increasing

population migration from rural to urban areas, resulting in increased processed food consumption

Worldwide sugar consumption forecast per marketWorldwide sugar consumption forecast per market

(MM tons raw value)

2010 - 2015 CAGR


2.6% 2.5% 2.0% 0.1% (0.1)%

75.3

85.4

16.7 18.9

23.9 26.4

16.2 16.2

31.4 31.3

10 15 10 15 10 15 10 15 10 15

Asia Africa Central &South America

North America Europe

June 8th, 2010

46.0 46.3

52.1

48.9 50.5

53.6

17.8 18.8 19.8 21.624.3

28.4

38.7%40.6%

37.9%

44.1%48.1%

53.0%

2005 2006 2007 2008 2009 2010

0.8 0.7 0.5

24.9

5.4 3.6 1.9 1.0

Bra

zil

Tha

ilan

d

Austr

alia

Gu

ate

mala

So

uth

Afr

ica

Co

lom

bia

Cu

ba

Mau

ritius

28

Brazil: a leading position in sugar exports worldwide

Main sugar net exporters 2009/10EMain sugar net exporters 2009/10E Brazil’s leading positionBrazil’s leading position

(MM tons)


� Brazil is expected to consolidate its leadership among sugar exporters:

� High productivity

� Lack of farmable areas

� Lack of irrigation

� Higher costs

� Lack of farmable areas

� Lack of interest

� Falling position

� Unstable political environment

Australia

South Africa

Cuba

Thailand

Brazilian market share evolutionBrazilian market share evolution

MM Metric Tons

World Exports Brazil Exports Brazil as % of World

Source: USDA

June 8th, 2010

29

Ethanol consumption is growing rapidly worldwide

Growth forecast of main ethanol markets (2010-2015)

Source : LMC International, 2010; EPA

47

74

2010 2015

CAGR10%

USA

CAGR13%

815

2010 2015

EU

24

50

2010 2015

Brazil

CAGR16%

(MM m3)

June 8th, 2010

30

Worldwide ethanol consumption also drivenby government mandates

� Policies around the world have triggered the development of biofuel demand by targets and blending quotas

� Three major consumer markets: USA, EU and Brazil

Source: EPA

(1) Notably sugarcane-based ethanol

(MM m3)

Mandatory use for renewable fuels in US Mandatory use for renewable fuels in US

Corn Ethanol Cellulosic Ethanol Other 1(Advanced Fuel)

45.456.8 56.8

11.4

60.8

5.7

15.1

46.6

73.9

132.7

0.8 0.4

2010 2015 2022

June 8th, 2010

31

Brazilian ethanol consumption is driven by the increase in flex-fuel cars� Brazilian evolution of the auto fleet

• Since the launch of flex-fuel cars in Brazil in 2003, fuel consumption has been rapidly moving from gasoline to ethanol

Fleet structure projection Vehicle sales per type

0

10

20

30

40

2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020

Source: Anfavea, LMC International, 2010

1,5641,712

1,920

2,488

2,864

91%

82%82%

74%

49%

100%

51%

26%

18%

18%

9%

3,208

2004 2005 2006 2007 2008 2009

(‘000 units)Number of vehicles (MM)

CAGR 15.4 %

Flex-Fuel Gas, Diesel and “GNV”Ethanol Only Flex-Fuel Gasoline

June 8th, 2010

Ethanol producers Ethanol producers

2008/2009 (MM m³)

32

Brazil: a leading global producer and exporter of ethanol


Main ethanol net exporters / importersMain ethanol net exporters / importers

� There are over 40 countries producing ethanol and Brazil and the United States are the major producers (>85% of global production)

• Brazil has far better capacity to export and still has significant room to expand its production

42.1

25.6

6.9 6.00.5 0.41.7 1.3

0.7 0.5

US Brazil EU China India Canada Thailand Russia Ukraine Colombia

2009 (MM m³)


3.3

0.1

(0.7)(1.2) (1.4)

Brazil China US Others EU

June 8th, 2010

Brazil’s Competitive AdvantagesBrazil’s Competitive Advantages

• Second generation ethanol technology will be transferred to BP’s plants in Brazil after the tests at the pilot plant in US

• Research facility working on ethanol from cellulosic biomass

• Pilot plant producing fuel from bagasse

• Petrobras Biocombustível and Tereos Internacional agreed to form a R&D committee in Guarani, dedicated to new technology, including the development of next generation biofuels

• R&D to produce sugarcane-based diesel as well as chemical specialties

• Amyris Brasil and Guarani signed a letter of intent in October 2009 to jointly study the production of diesel fuel from sugarcane molasses

33

Significant investment in Brazilian next generation ethanol industry

Key InvestmentsKey Investments

� Brazil has important competitive advantages,

mainly due to:

� Bagasse from sugar and ethanol

production is already inside the mill,

which eliminates transport costs

� Possibility of using straw and leaves

left on the fields by mechanical

harvesters to produce second

generation ethanol (cellulosic)

June 8th, 2010

Major oil companiesMajor oil companies

34

Brazilian sugarcane industry is attracting powerful players

Several agrochemical multinationalsSeveral agrochemical multinationals

• 50% stake in Cosan

• 33% stake with Bunge in Santa Juliana plant and in Pedro Afonso’s cluster

• Up to 49% stake in Guarani

• 50% stake in Tropical mill

• Investment in CanaVialis (US$ 300 million)

Several trading/food multinationalsSeveral trading/food multinationals

Inte

reste

d i

n E

than

ol

Inte

reste

d i

n R

&D

Inte

reste

d i

n F

oo

d

June 8th, 2010

35

Brazilian sugarcane industry:a major consolidation opportunity

Worldwide crushed sugarcane (MM Metric Tons commercial basis: 2009/10 crop)

Source: Company Reports, UNICA

(1) Tereos Estimates pro-forma for 100% of Vertente (1.6MM of sugarcane crushed in 09/10) and 100% of Mandu (2.6MM of sugarcane crushed in 09/10) and Sena plant capacity

Sugar & Ethanol is the Most Unconsolidated Sector Across Segments - Top 5 Market ShareSugar & Ethanol is the Most Unconsolidated Sector Across Segments - Top 5 Market Share

� Sugarcane industry is highly regional and fragmented

� Only 13% of market is controlled by top 10 players, there is a large opportunity for consolidation

74%79%

92%98% 98%

17%22%

44% 46%

59%

Brazil: Sugar & Ethanol

08/09

Paper2008

Soy2008

Dairy2008

Pulp2008

Cement OrangeJuice2004

Steel2008

Beer1H09

2004

52.6

29.1

20.821.5(1)

20.014.0 13.8 13.5 12.2 12.0 10.0 10.0

3.5

Cosan Dreyfus MitrPhol

TereosInt'l

BritishSugar

Bunge SantaTerezinha

CSR LincolnJunqueira

SãoMartinho

COFCO BrightFoods

ShreeRenuka

Top 10 market share: 13 %

June 8th, 2010

2008

36

Guarani’s key competitive advantages

1 Execution Track Record on Both Organic Growth and Acquisitions

2 Plants Strategically Located in Most Favorable Region in Brazil for Sugarcane

3 Plants Locations Maximizes Synergies

4 Sugarcane Supply Based on 3rd Parties Reduces Volatility

5 Value-Added Sugar Products for Global Customers

6 Energy Efficient and Highly Productive Facilities

7 R&D to Ensure Improved Agricultural Yields

8Partnership with Petrobras Biocombustível Further Enhances Guarani’s Ability to Play a Leading Role in Consolidation

June 8th, 2010

37

Tereos Internacional / Petrobras Biocombustível:Key transaction highlights

� Petrobras Biocombustível and Tereos Internacional: joining forces to accelerate theirgrowth in the sugarcane/ bioenergy industry

• Guarani: third-largest sugarcane processor in Brazil

• Petrobras Biocombustível: wholly-owned subsidiary of Petrobras, focused on the production of biofuels, with total planned investments of US$ 2.4 billion over the 2009-2013 period

� Major equity investment, through a capital increase, to allow Guarani to be a leading player in the rapidly consolidating Brazilian S&E industry

• Investment by Petrobras Biocombustível: R$ 1.6 billion

• Investment by Tereos Internacional: up to R$ 600 million




• Tereos Internacional and Petrobras Biocombustível to accelerate development in co-generation and new-generation biofuel

June 8th, 2010

38

Initial corporate structureInitial corporate structure Final corporate structureFinal corporate structure

Cruz Alta

69% 31%

49%

ListedVehicle

51%

Free Float

45.76%

100%

54.24%

Free Float

Tereos E.U. (1)

ListedVehicle

(1) Tereos EU: Tereos cereal-processing assets + Indian Ocean sugarcane-processing assets excluding Mozambique

Tereos Internacional / Petrobras Biocombustível: Shareholding Structure

June 8th, 2010

39

(1) Pro-forma for Vertente and Mandu

Number of sugar and ethanol mills

Source: UDOP, UNICA, Datagro, Company Filings

ACAL

ES

GOMG

MS

MT

PBPE

PR

RJ

RN

SE

SP

1

AM

1

PA

1

10

MA

4

TO

1

1

PI

CE

23

9

24

24

3BA

5

45 6

8171

30

RS

1

22

33

21 43.9

7 21.4

7 18.5

3 7.8

2 10.8

Total 40 102.4

State of São Paulo• 346.3 MM Tons of cane crushed in 08/09 harvest• 171 plants

Brazil• 569.3 MM Tons of cane

crushed in 08/09 harvest• 428 plants

MillsCane

Crushed

(1)

� Increased consolidation power through relevant capital allocation by both Tereos Internacional and Petrobras

� 171 sugar & ethanol mills are located in the State of São Paulo

� Petrobras Biocombustível and Guarani granted a right of first refusal on acquisitions pursued by the shareholders in the State of São Paulo

� Petrobras is responsible for approximately 33% of ethanol distribution in Brazil

Strategic partnership with Petrobras Biocombustível: Increased consolidation power

June 8th, 2010

40

Mandu Transaction Highlights

� Foundation:

• Established in 1980 by farmers from Orlândia, Barretos and Guaíra region, in the northwestern part of the State of São Paulo. Mill’s capacity has been duplicated during the last five years

� Crushing capacity:

• 3.5 million tons of sugarcane

� Ownership:

• Acquisition of 100% of Usina Mandú’s share capital by Cruz Alta Participações (51%-owned by Guarani and 49% by Petrobras Biocombustível)

� Acquisition price:

• R$345 million

� Net debt:

• R$255.5 million as of 31/12/2009

Sugar and ethanol mill Synergy gains

� Close proximity to other Guarani industrial plants

• São José: 42 km

• Severínia: 76 km

• Vertente: 75 km

� Secured sugarcane supply

� Significant synergies:

• industrial, administrative, agricultural and commercial

Vertente

Tanabi

Cruz Alta

SeveríniaAndrade

São José

Mandú

June 8th, 2010

108131

231

121

186

295

30%

27% 27%

13%16%

22%

04/05 05/06 06/07 07/08 08/09 09/10

41

Key financials summary (1)

Sugarcane processed Net revenues

EBITDA and EBITDA margin (3) Capex

3.9 4.45.4

8.2

12.714.514.4

03/04 04/05 05/06 06/07 07/08 08/09 09/10

Suppliers Own Sugarcane

366490

847 906

1,193

1,359

04/05 05/06 06/07 07/08 08/09 09/10

(MM tons) (R$ MM)

463

772

291 268

2006/07 2007/08 2008/09 2009/10

(1) Includes Mozambique plant

(2) Due to Law 11638/07, data referring to the period 2007/08 have been reclassified and adjusted comparatively to previous published data –Committed capex for 2008/09 and 2009/10

(3) Unadjusted EBITDA, for consistency purposes

(4) Guarani audited financial statements until 2007/08, Tereos Internacional accounts from 2008/09

Source: Company Information (4)

EBITDA (R$ MM) EBITDA margin (%) (R$ MM) (2)

Source: Company Information (4)

Source: Company Information (4) Source: Company Information (4)

CAGR: 24.5% CAGR: 30.0%

June 8th, 2010

42


Financials

Concluding Remarks



Appendix


Executive Summary



Alexis Duval

André Trucy


Philippe Labro

Jacyr Costa

Agenda

June 8th, 2010

Alexis Duval

André Trucy

43

Appendix

Business Overview

Financials and Strategy

Market Overview

Executive Summary


Brazilian Sugar & Ethanol Operations Jacyr Costa

European Starch Operations Pierre-Christophe Duprat

Financials Alexis Duval

European Ethanol Operations Pierre-Christophe Duprat

Indian Ocean Operations Philippe Labro

Concluding Remarks André Trucy

Agenda

June 8th, 2010

Alexis Duval

André Trucy

What is starch?

Sources of starchSources of starch

Wheat Corn Potato Tapioca

Starch structureStarch structure

Starch productsStarch products

� Starch or amylum is a carbohydrate consisting of a large number of glucose units joined together by glycosidic bonds

� It is the most important carbohydrate in the human diet

� It is produced by all vegetables as an energy store : it is contained in cereals such as wheat, corn and rice or in roots such as potatoes and tapioca

� Starch consists of two types of molecules: the linear and helical amylose and the branched amylopectin

� Modifying starch means using physical or chemical treatments such as enzymatic or acidic hydrolysis to cut / modify the starch chain into a given set of smaller / different chains, each set offering different properties

� Pure starch is a white, tasteless and odourless powder that is insoluble in cold water or alcohol. It can be used as such in processed foods or in the paper industry

� When hydrolysed and cut into smaller chains, starch is transformed in glucose syrups

� Starch or glucose can be further processed into modified starches or into sweetening ingredients used in processed foods

Pure Starch Further Processed Starches

44

Glucose syrups

June 8th, 2010

6048

16 34

414 10

68

100 kg of Corn 100 kg of Wheat

45

Wheat and corn are processed to produce various end-products based on a specific industrial know-how

Starch categoriesStarch categories

� Native starches: raw unmodified starches, requiring only physical processes. Used as ingredients in their natural form

� Modified starches undergo one or more chemical and/or thermal modifications. Used for enhancing starch’s functional properties

Average industrial yieldAverage industrial yield

Source : Company Information

Starch Fibres Oil

Proteins / Gluten Water

Starch processingStarch processing

Native and modified starches

Starch derived ingredients

Wheat/Corn

Native StarchNative Starch

Modified StarchModified Starch

Proteins and other Co-products

Proteins and other Co-products

Glucose

BioethanolBioethanol

Potable AlcoholPotable Alcohol

Isoglucose and Blends

Dextrose

MaltodextrinsMaltodextrins

PolyolsPolyols

Extraction

Hydrolysis / purification

Fermentation and distillation

ExtractionHydrolysates

Wheat and corn yield

� Starch derived ingredients (sweeteners) encompass the category of ingredients produced or derived from starch through acid or enzyme hydrolysis

• 1st generation sweeteners from starch are hydrolysates, glucose syrups, isoglucose, crystalline dextrose

• 2nd generation sweeteners from starch are polyols (low calorie sweeteners) and maltodextrins (baby food)

� Wheat produces a lower content of starch than corn but offers higher revenue from co-products especially proteins

June 8th, 2010

Starch is used in multiple everyday applications

46

Main applications for starchMain applications for starch 2009 European breakdown 2009 European breakdown

Modif ied

Starches

20%

Native Starches

23%

Starch-based

Sw eeteners

57%

By Product Category

By Application


Confectionary

& Beverages

26%

Other Non-

Food

15%

Other Food

34%

Paper &

Corrugated

Board

25%

Health & NutritionClinical

NutritionInfant

NutritionFunctional

FoodsDietary

Supplements Sport Food

Food & Beverages

Confectionery Beverages Dairy Products Bakery

Fruit-BasedPreparation

IndustrialBioethanol

Paper and Board Bio-Plastics Polyurethane

Pharmaceutical and Personal CareTablets Sachets Injectables Oral Care Body Care

Fermentation

June 8th, 2010

47

Starches and derivatives are produced worldwide, mainly from corn, wheat, tapioca and potato

Source: Giract – Global Starches and Derivatives 2007 report

49%

98%

72%65%

35%

2%

2%

16%28%

30%

1%

2%

Europe North America South America Asia

Starch production by raw materialStarch production by raw material


Total: 72 MM commercial tons

Starch-based products breakdown by region 2008Starch-based products breakdown by region 2008

Corn Wheat Potato Tapioca Other

Asia

43%

Europe

18%

North

America

32%

Other

2%

South

America

5%

June 8th, 2010

5.7 7.1

22.2

49.6

7.7

Eastern Europe South America EU 27 North America Asia

4.5% 4.6%

2.1%

4.1%

7.4%

Eastern Europe South America EU 27 North America Asia

48

Worldwide starch consumption is increasing rapidly

Starch & derivativesConsumption growth by geographyStarch & derivativesConsumption growth by geography

2010-2015e CAGR

Starch & derivativesPer capita consumption by geography Starch & derivativesPer capita consumption by geography

Starch & derivativesConsumption 2000-2005 and forecast 2010-2015

Starch & derivativesConsumption 2000-2005 and forecast 2010-2015

Growing consumption of starch-based products, especially in Asia, is driven by GDP/capita growth, increasing consumption of processed foods and increasing demand for health claims

(MM metric tons commercial basis)

Source: LMC International 2009

* Eastern Europe is comprised of Russia, Ukraine and Turkey

Kg, starches and syrups – 2008



13

9

22

17

13

10

2326

24

11

24

35

25

13

29

51

Eastern

Europe*

South

America

EU 27 North

America

Asia

2000 2005 2010 2015

June 8th, 2010

Starch : an industry with further room for consolidation

49

Source: Company Estimates

� The largest companies still have limited operations in fast-growing regions such as Asia or South America

� In the starch sweeteners segment, the top 3 European players have a consolidated market share of more than 85%

� Very large number of players in Asia

Starch-based product suppliers by regionStarch-based product suppliers by regionIndustry leadersIndustry leaders

Market Leader�� 2nd/ 3rd tier�� Weak/non-existingO

(Dry substance of primary starch capacity)

Source: Company Estimates, Giract - Global Starches and Derivatives 2007 report

Latin AmericaAsia EuropeN. America

��

�� O O

�� O O O

�� O

�� O ��

�� O O��

9%

9%

5%

7%

10%23%

77%

15%

90%81%

72%

1%

Europe North America South America Asia

Top 5 Top 10 Other

June 8th, 2010

50

Business Overview

Appendix


Market Overview

Executive Summary








Agenda

June 8th, 2010

Alexis Duval

André Trucy

1.8

1.4 1.3

0.6

0.2 0.1

Cargill Roquette Tate & Lyle /

Hungrana

Chamtor Agrana

Syral: A high-growth story

51

Syral 2009 rankingsSyral 2009 rankingsHistoryHistory

� 1.8 MM tons starch and derivative products

� #3 starch-based products producer in Europe

� #2 starch sweeteners producer in Europe

� #2 wheat protein producer worldwide

� #1 grain alcohol producer in Europe

� Production of hydrolysates for the fermentation industry

1993

1996

Start Up of the Activity in Marckolsheim

� Start up of Syral’s glucose activity for the food industry, Staral JV with Jungbunzlauer in the corn starch business

Products Portfolio Diversification

2001� Portfolio expansion (dry products, polyols),

wheat starch plant built

2003� Syral acquires 100% of Staral, Syral

strengthens its position in food glucoses

2006� Tereos and the French cereal partners acquire

100% of Syral

TALFIIE Integration

2007� Acquisition of TALFIIE, Syral becomes the 3rd

European starch-glucose producer

2007-10� Improved position in alcohol and specialties

with a 3-year investment programme nearly completed

Source : Company Information

3.0

2.4

1.8

1.00.7

0.4

Cargill Roquette Tate & Lyle /

Hungrana

Avebe Emsland

Starch and derivatives products – Europe (MM commercial tons)

Starch sweeteners – Europe (MM commercial tons)

Source : Company estimates

Source : Company estimates

June 8th, 2010

Syral’s key strengths

52

Focused on wheat: low net starch costs, driver of competitive advantage1

Diversified customer base and resilient end-markets2

A shift in portfolio to high value-added products 3

Large, state-of-the-art facilities close to end-markets4

Long-term partnerships with grain suppliers5

R&D: flexible capabilities and a worldwide leadership in wheat proteins

Resilient cash flow generation

6

7

June 8th, 2010


28%44%

72% 40%

16%

Syral Europe

Corn Wheat Potato

53

Focus on wheat: low net starch costs, driver of competitive advantage

2009 cereal grinding breakdown 2009 cereal grinding breakdown

(% split of starch capacity)

� In a global and competitive landscape, wheat is one of the

cheapest established raw materials for starch thanks to

strong demand for wheat proteins (food / feed applications)

� Syral net starch cost lower than average thanks to higher

value from co-products and sourcing from high-yield

regions in wheat and corn


3-year average production cost of starches3-year average production cost of starches

11

� Wheat purchased at worldwide market price

� No more production and export refunds in the EU

� Markets served locally (e.g : glucose syrups which have to be delivered just on time at high temperature)

113122

191 197 200

US Corn EU Wheat Thaï Tapioca EU Corn China Corn

(US$ per metric tons of commercial product / H2 2007- H1 2010)

June 8th, 2010

54

Diversified customer base and resilient end-markets

CountriesCountries

2009-10 Total: R$ 2,701MM

Syral has a portfolio of 1,500 customers and serves 2,500 facilities worldwideNo single customer represents more than 2% of Syral’s revenues


22

France

19%

UK

17%

Germany

14%Rest of World

5%

Rest of

Europe

45%

SegmentsSegments

2009-10 Total: R$ 2,701MM

Food &

Beverage,

Baby Food

70%

Animal Feed

15%

Other Non

Food

15%

June 8th, 2010

9%35%79%

74%

54%21%

17%

11%

FY 1997* FY2006* FY2009*

55

A shift in portfolio to high value-added products

Gross marginGross marginVolumes (mm tons)Volumes (mm tons)

Ageing population, health trends in nutrition and new regulations provide opportunities to develop high value-added ingredients


* Data as of September 30th

33

Gross margin level

Hydrolysates

Glucose syrups

Isoglucose & Blends

Dextrose

Starches

Alcohols

Polyols

Maltodextrins

0.2

0.4

1.8

x9

June 8th, 2010

56

Large, state-of-the-art facilities close to end-marketsand located in the most productive regions

� 6 plants close to 80% of the EU 27 market

� All owned by Syral (Selby and Saluzzo in JV with Frandino Group)

� High production capacities

� Highly efficient process with cogeneration

� Adapted to product diversification

� Close to high-yield regions for wheat and corn (Alsace, Picardie, UK wheat belt…)

44

Aalst

Saluzzo

MarckolsheimNesle

Selby

Zaragoza

Aalst

Saluzzo

MarckolsheimNesle

Selby

Zaragoza

Key advantagesKey advantagesProduction facilitiesProduction facilities

Marckholsheim (France)Nesle (France)

Aalst (Belgium) Saluzzo (Italy)

Zaragoza (Spain) Selby (UK)

� Built in 1991

� Grinding capacity: 900kt

� Built in 1993


� Built in 1984

� Renovated in 2000s


� Built in 1965



� Built in 1968



� Under construction

� Production to begin in 2011


June 8th, 2010

57

Long-term partnerships with competitive grain suppliers

� Security of supply to Tereos Internacional and its clients

• 40 000 growers

• 4mt consumed by Tereos Internacional compared to 15mt collected by the cereal partners

� Strong support

• 20-year partnership and long-term shareholding perspective

• Large agribusiness groups

• Perfect understanding of Tereos Internacional’s market environment and challenges

� Joint collaboration

• To protect and promote a sustainable environment

• To anticipate future regulatory requirements and food-safety standards

55

High-yield regionsHigh-yield regionsStrong business supportStrong business support

10.2

8.4

4.7

Alsace (France) South West (France) World

8.47.8

2.8

Picardie (France) UK World

10-year average (2000-2009) wheat yield per region (tons of wheat / ha)

Source : FranceAgriMer, USDA

Source : FranceAgriMer, USDA

10-year average (2000-2009) corn yield per region (tons of corn / ha)

June 8th, 2010

R&D: flexible capabilities…

Innovative research centreInnovative research centre

� New Application Research Centre in Marckolsheim inaugurated on June 4th 2009

• Conduct joint research with customers

• Test ingredients in new recipes and new applications

• Validate new products in food and technical fields

Long-standing partnershipsLong-standing partnerships

� Public research institutes:

• Institut Pasteur de Lille in France,

• University of Leuven in Belgium

• Technical Research Center (VTT) in Finland

• Frauenhofer Institute in Germany

� Various hospitals in France and Spain (clinical studies)

� R&D contracts with certain clients to conduct joint research programs, especially in the food industry

� Develop new specialties (health and nutrition)

� Pursue the development of sweetening blends (glucose and ingredients) and their applications

� Capitalize on our strength in cereal transformation to seize opportunities in “green chemistry” and in second generation bio-fuels

Strong expertise and ambitionStrong expertise and ambition

Consortium DomainIndustrial

StakeholderPeriod Objectives

HealthgrainHealthcare & Nutrition

CSM, Buhler 2005-10Valorisation of cereal components for well-being and disease risk reduction

ImpaxosHealthcare & Nutrition

Fugeia, Venture Funds

2005-09Extraction process of wheat AXOS and study of health impact

CationicsIndustrial Starches

BASF, Grunewald,

Kaptol2008-11

Influence of chemical additives on the interaction of cationic starches with cellulose

Consortium research : sample projects

58


66

June 8th, 2010

… and worldwide leadership in wheat proteins

� Syral has developed from an early stage specific R&D aimed at extracting value from co-products

� This development has led to a significant share of co-products in Syral’s turnover and strongly contributes to lower the net starch cost

� Deamidated proteins

� Bakery food / Feed

1870’s

1975

1985

� Extraction of basic co-products � Basic food / Feed

1994

2006

2008

…

� Food emulsifier / Pet food meat ingredient

� Cereals, Soups / Calf milk replacer

� Foaming agent, Dressings, Dough improver

� High-energy supplement (e.g. sportsmen, elderly, obesity control)

� Extraction of Vital Wheat Gluten

� Enzymatic hydrolyzed proteins

� Fractionated proteins

� Plasticized proteins

� Enzymatic hydrolyzed and fractionated proteins

� Bioplastics

ApplicationsApplicationsMarket LaunchMarket Launch Added value products over timeAdded value products over time

59

66

June 8th, 2010

Resilient cash flow generation

60

77

Pricing power: Leading position in a concentrated European starch market, strengthening pricing power��

Resilient end-markets:Significant exposure to the resilient food, baby food and pharmaceutical sectors��

High-value products:High value-added specialty products portfolio, source of strong profitability��

Competitive production process:Production costs amongst the lowest in the industry thanks to high tech plants and efficient restructuring

��

Low net starch cost:Wheat-based production enables the lowest net starch cost in Europe��

June 8th, 2010

61


Business Overview

Appendix

Market Overview

Executive Summary








Agenda

June 8th, 2010

Alexis Duval

André Trucy

3,470

2,701

0

1,000

2,000

3,000

4,000

08/09 09/10

185

122

0

50

100

150

200

08/09 09/10

221

270

0

100

200

300

08/09 09/10

Syral key financials summary (1)

62

EBITDA and EBITDA marginEBITDA and EBITDA margin

EBITDA – Capex(2)EBITDA – Capex(2)

RevenueRevenue

Capex(2)Capex(2)

(R$ MM) (R$ MM)

(R$ MM) (R$ MM)

(1) Syral’s ethanol figures are included in the European Starch Operations segment

(2) Capex refer to committed capex only

406 392

15%12%

0

100

200

300

400

500

08/09 09/10

0%

4%

8%

12%

16%

20%

EBITDA EBITDA Margin

Source: Company Information (at March 31st)

� Improvement in EBITDA margin despite a 22.2% decrease in revenues due to a 28.0% decrease in average grain prices

Source: Company Information (at March 31st) Source: Company Information (at March 31st)


June 8th, 2010

63

Syral strategy: accelerate growth through innovative products and expansion in fast growing markets

� Leverage on European leadership position to develop worldwide

• E.g. specialty sweeteners, proteins & fibers used in the food industry

� Further develop R&D through partnerships and customer collaboration

• E.g. pharma (enteral and parenteral nutrition), babyfood (new formulations)

� Develop in green chemistry, where new molecules offer significant untapped potential

• Leverage on 30 years of experience in non-food applications and on joint-research with international majors

Innovative products

� Leveraging on Tereos Internacional’s strengths to take positions on fast-growing markets

• Eastern Europe (growth twice that of Western Europe)

• Asia (accompany the expansion of clients’ business)

• Latin America (benefit from Guarani’s market presence)

Fast Growing Markets

� Seize opportunities to consolidate our positions in Europe : potato starch regime reform and further sugar regime reform might offer development opportunities

Europe

June 8th, 2010

Strong potential for external growth

64

Consolidation opportunitiesConsolidation opportunitiesFavourable growth prospectsFavourable growth prospects

Syral expansion criteriaSyral expansion criteria Numerous acquisition opportunitiesNumerous acquisition opportunities

� Accompany our customers in their development in fast growing markets

� Be ready to seize opportunities in more mature markets based on value creation and integration potential

� Build a world leader in starch and derivatives with diversified portfolio

Number of suppliers

Top 10capacity

Eastern Europe 12 99.0%

EU 27 23 91.4%

North America 15 99.4%

South America 13 77.4%

Asia 347 22.8%

� Asia is the largest market and the least consolidated

2 411

24

35

2 513

29

51

Eastern

Europe

South

America

EU 27 North

America

Asia

CAGR7.4%

CAGR4.8%

CAGR4.1%

CAGR2.1%

CAGR 4.5%

Starch & derivatives consumption forecast: 2010 - 2015(MM metric tons commercial basis)

2010 2015 2010 2015 2010 2015 2010 2015 2010 2015

2010 – 2015 CAGR

Source: Giract - Global Starches and Derivatives 2007 report

Source: LMC International 2009 Source: LMC International 2009, Giract - Global Starches and Derivatives 2007 report

0%

20%

40%

60%

80%

100%

0 25 75 100

2015 Market size (consumption in commercial metric tons)

Reg

ion

al T

op

10 m

ark

et sh

are

% % % %

�� Eastern Europe �� South America�� EU 27�� North America �� Asia

��

Top 10 Other

June 8th, 2010

Syral’s proven track record of profitable growth

PRODUCTION

� New process

� New market dynamics

� Creating product value

FROM…

� 1 greenfield plant in France

� ~150 employees

TO…

� 6 plants across Europe

� Large, state-of-the-art facilities

� ~1,300 employees

65

1997 2010GROWING EXPERTISE

*€237m, based on average R$/€ of R$2.64/€ (2010)

PRODUCTS

TO…

~3,000R$

627m

Specialties* References

FROM…

� No sales of specialties

� ~100 references

TO…

� #3 in Europe

� Sales across 4 continents

� ~1,500 customers

� Selling in new geographies

� Developing recognized R&D capabilities

� Integrating new cultures

� Motivating people

BUSINESS DEVELOPMENT

FROM…

� 100% sales in Western Europe

� ~100 customers

� Greenfields

� Joint ventures

� Acquisitions

FINANCIALS

� Concrete results TO…R$ 2,701m

R$ 392m

Turnover EBITDA

FROM…

� A small local company

June 8th, 2010

66


Financials

Conclusion



Appendix


Executive Summary



André Trucy


Alexis Duval

Agenda


June 8th, 2010

Alexis Duval

André Trucy

Jacyr Costa

67

Market Overview


Business Overview

Appendix

Executive Summary




Financials


Indian Ocean Operations Alexis Duval

Conclusion André Trucy

Agenda


June 8th, 2010

Alexis Duval

André Trucy

68

Tereos Internacional produces anhydrous ethanol as well as potable alcohol and absolute alcohol

Starch

Hydrolysis Fermentation

Distillation

Rectification

Dehydratation

Starch co-products

Cereals

Hydrous / RawEthanol

RectificationDehydratation

Potable AlcoholAbsolute Alcohol

AnhydrousEthanol

Ethanol Alcohol

Milling

Ethanol production processEthanol production process

� Everyday application for end-products

• Anhydrous ethanol used as bioethanol

• Potable Alcohol used by the spirits industry

• Absolute Alcohol used for perfumes, cosmetics and chemical industries

� Cereal and Cereal-based raw material

• Wheat / Barley / Triticale / Corn

• Starch and starch co-products derived from cereals

� Industrial process extracts glucose and transforms it into wine then raw alcohol

• Hydrolysis / fermentation / distillation

From raw material to raw ethanol

From raw ethanol to end-products

June 8th, 2010

69

European ethanol and alcohol markets

Ethanol and Alcohol ProductionEthanol and Alcohol Production

Ethanol and Alcohol Consumption 2005-2010Ethanol and Alcohol Consumption 2005-2010Ethanol and Alcohol ConsumptionEthanol and Alcohol Consumption

Ethanol and Alcohol ProducersEthanol and Alcohol Producers

� The European market is divided into a very dynamic fuel market and a more mature alcohol market

� Consumption in EU has been rising sharply in recent years boosted by EU directives• From 3.7 to 8.3 million cubic meters over the 2005-2009

period• Major markets are France, Germany, Spain, Sweden,

UK and Czech Republic

� In 2009, EU produced 6.9 million cubic meters; ie 7.5% of global ethanol production, versus 6.4% in 2005

� Largest producers are France, Germany, Spain, Czech Republic and Poland

� UK and Netherland are expected to become significant producers in the coming years

(1) Including Tereos France (from sugarbeet) and Tereos Internacional Source: Company Information

� EU Ethanol and Alcohol Production Capacities (MM m3)

1.90

0.150.200.210.360.40

0.520.580.78

1.091.22

1.2 1.92.8 3.3

5.2

7.8

2.52.7

3.13.4

3.1

3.5

2005 2006 2007 2008 2009 2010E

Ethanol A lcohol

3.74.6

5.96.7

8.3

11.3

Total

TereosGroup (1)

Crop-Energies/Agrana

Abengoa CristalUnion

TereosInt’l

(Europe)

Ensus Verbio Agro-Etanol

IMA AlcoGroup

Others


June 8th, 2010

A favorable regulatory environment for biofuels in Europe

Volume objectives as per European DirectivesVolume objectives as per European Directives

� A volume objective in terms of energy derived from renewable fuel for transport

• 2 % in 2005

• 5.75 % in 2010

• 10 % in 2020

� 2020 Objectives volume ethanol equivalence

• Estimated EU Ethanol consumption (MM cubic meters):

• The 10% target of energy derived from renewable fuel should lead to a c. 17MM cubic meters bio-ethanol demand in 2020

� European market is subject to low tariffs. Most imports in Europe come from Brazil, other Latin American countries, Asia and US

2010 EU biofuels blending mandates2010 EU biofuels blending mandates

70

7.8

17.2

0

5

10

15

20

2010 (estimated) 2020 (projected)

Source: LMC International, Company Information

NORWAY (3.5% vol.)

3.5% (vol.) for biodiesel3.5% (vol.) for ethanol

SWEDEN

5.75% (indicative)

FINLAND

5.75%

ESTONIA, LATVIA, LITHUANIA

5.75% (indicative)

GERMANY (6.25%)

6.75%

POLAND

5.75%

CZECH REPUBLIC

4.5% for biodiesel (vol.)3.5% for ethanol (vol.)

SLOVAKIA

5.75% (indicative)

GREECE

5.75% (indicative)

ROMANIA (5.75%)

4% for biodiesel (vol.)4% for ethanol (vol.)

BULGARIA (3.5%)

Min. 2% (vol.) for biodiesel from March 10Min. 4% (vol.) for biodiesel from Sept 10

CYPRUS

2.5%

AUSTRIA (5.75%)

Min. 6.3% for biodieselMin. 3.4% for ethanol

ITALY

5.75%

SLOVENIA

5%

SPAIN (5.83%)


FRANCE (7%)

7% for biodiesel7% for ethanol

PORTUGAL

5.75% (indicative)

BELGIUM

4% (vol.)

NETHERLANDS (4% vol.)


IRELAND

4% (vol.) from Jul 10

UK

5.75%

Source: Kingsman, FAO

June 8th, 2010

71

Spirits market: growth driven by premium alcohol

� IWSR has projected the global spirits market will grow by 0.4% per year between 2008 and 2013

� Quality differentiation is a key element for major spirits companies

� Strong investments are made by industry players in “premium products”(brand development, distribution networks, advertisement investments…)

Spirits Industry

Dynamics

Premium: A Long-Term

Fundamental Trend

� Premium segment has grown ten times faster than standard spirits in the last 20 years

� Europe and US are the largest premium markets

� Demand for premium products is increasing in emerging countries

3,5% 5,7%

13,2%

19,9%23,0%

1970 1980 1990 2000 2009

Portion of premium products in the US Spirits Industry (volume)

Source: DISCUS, February 2010

� Switch from brown alcohol to grain-based white alcohol trend

� “Premiumization” trend, strong correlation to GDP growth

� Attractive growth prospects in emerging markets

Spirits Market Opportunities

June 8th, 2010

72

Agenda

Business Overview

Market Overview


Appendix

Executive Summary




Financials





June 8th, 2010

Alexis Duval

André Trucy

73

European Ethanol Operations: brief overview

� In Europe, Tereos Internacional is a leading producer of grain-based alcohol:

• Bioethanol, thanks to a 15-year experience in transforming cereals into biofuels

• Potable Alcohol dedicated to spirits, thanks to an 80-year experience in producing high-quality potable alcohol, inherited from the Tereos Group

� Tereos Internacional enjoys a strong competitive position within the European market:

• A leader in the bioethanol market, combining its own production and the distribution of Tereos France ethanol

• The leader in the European market of potable alcohol from grain (c.40% market share)

Production and marketing capacitiesProduction and marketing capacities

In m3

Production and sale of alcohol and bioethanol derived from starch and starch

co-products190,000 180,000 180,000

Production and sale of grain-based ethanol

300,000 280,000 280,000

Production and sale of a premium quality grain-based potable alcohol

30,000 20,000 20,000

Total 520,000 480,000 480,000

Tereos France Ethanol Production 240,000

Total Sales 720,000

Total Europe c. 7,000,000

Source: Company Information (1) On a model-year basis as DVO just started its operation

Sales (1)Production (1)Installed

CapacitiesActivities

also markets production of

Tereos Group’s bioethanol operations

June 8th, 2010

74

SYRAL plants: synergies between ethanol and starch

� NESLE (France)

• Potable and absolute alcohol and bioethanol produced from starch and starch co-products

• Started in 1993

• Production capacity: 90,000m3

Production facilitiesProduction facilities Key advantagesKey advantages

� Nesle, Aalst and Saluzzo:

• Self-supply at a very low cost as starch and starch co-products are internally produced in Tereos Internacional plants

� Selby: new efficient facility backed by long term contracts

• Opportunity to adjust sales prices based on variation of production costs (cereals and energy prices): secured margins…

• … and visibility (100% of volume sold in advance)

� AALST (Belgium)

• Bioethanol produced from starch co-products

• Started in 2008


� SALUZZO (Italy)

• Alcohol produced from starch and starch co-products

• Started in 2009


� SELBY (UK)

• High quality grain-based alcohol produced from wheat

• Expected to begin operations in 2011


Starch and starch co products

Potable alcohol and bioethanol

Wheat raw materials

June 8th, 2010

75

BENP Lillebonne: a state of the art ethanol production facility

HistoryHistory

Key advantagesKey advantages

� Cereals purchase price related to fuel ethanol and DDGS prices

� Strong relationship with cereal partners (40,000) which guarantees the supply of the Lillebonne Factory

� Best-in-class in Europe regarding process efficiency benefiting from the long-term experience of Tereos Group in wheat bio-ethanol

• High yields (bioethanol per ton of wheat)

• Low energy consumption

• A process mixing different raw materials: flexibility regarding prices / yields

� An upcoming investment to extract higher value from the protein contained in the grain

� An ideal location: close to Rouen and Le Havre

Production facilityProduction facility

� Fuel ethanol production

• From cereals

� Fuel ethanol sales from

• Lillebonne production

• Tereos French facilities production

� Start of wheat bioethanol production and creation of BENP Origny

� Creation of the BENP Lillebonne subsidiary with cereal partners

� Investment on Lillebonne site to transform 760,000 tons of wheat in 300,000 m3 of fuel ethanol

� Launch of the Lillebonne fuel ethanol plant

� Expansion of raw materials portfolio to new cereals (barley, triticale, corn)

� Lillebonne fuel ethanol plant at a glance

• 300,000 m3 of bioethanol

• 240,000 tons of DDGS

• 760,000 tons of processed cereals

Upstream Downstream

Near Rouen, the first French cereal harbor

Located in the first French refining area

1993

2006

2006/07

2007

2009

June 8th, 2010

76

DVO: dedicated to high quality potable alcohol from grains

HistoryHistory

Strong visibility and margin stabilityStrong visibility and margin stability

� Strong visibility

• Production and sales backed by long term contracts

� Margin stability

• Strong relationships with cereal partners (40,000) that collect annually 15MM tons of cereals

• Indexation of selling prices

- on cereal prices

- on energy cost

Production facilityProduction facility

� Creation of DVO

� Investments and industrials tests

� Administrative certification and start of activities

� Client certification and start of consumers tests

DVO delivering Bacardi-MartiniDVO delivering Bacardi-Martini

� 2008: Agreement with the Bacardi-Martini Group for the supply of grain alcohol for some of its major brands, including:12/2008

2009

12/2009

02/2010

� A facility dedicated to high quality potable alcohol• A premium oriented production

� Built in 2009• High standard requirements

� Production capacity • Potable Alcohol – 30,000 m3• DDGS – 30,000 tons

• Grey Goose, a well known super premium vodka

– The top 1 premium vodka

– The “World’s Best Tasting Vodka”

– Very strong brand identity

– Very strong growth during the last few years

– Worldwide distribution

June 8th, 2010

77

Next generation biofuels: Tereos Internacional strongly involved

� Tereos Internacional enjoys long experience in ethanol R&D

• The first initiative dates back to 1993 with the creation of Bio Ethanol Nord Picardie (BENP)

� Numerous internal initiatives, on a short-term basis, in order to improve yields / efficiency of existing processes and technologies

• Development of 1.1 / 1.2 / 1.3 generation biofuels …

� A strong focus on R&D within long-term partnerships, consortium and strong cooperation level with other companies or universities

• Development of 2G and 3G biofuels

Name of the consortium

Research domain

CoordinatorIndustrial

shareholdersGlobal budget

Period Objectives

Green chemistry €20M 2010/2014Valorization of Biomass for the production of chemical building

blocks (bio and chemical conversion)

Procethol 2GCellulosic Ethanol

€74M 2008/2015Cellulosic ethanol through steam/acid

conversion

ChimioSubCellulosic Ethanol

€4M 2010/2012Cellulosic & hemicellulose cracking

with sub-critical water

DeinolHemicellulosic

Ethanol€21M 2010/2013

Ethanol from direct fermentation of bran by a bacteria

From G1

Rectification

June 8th, 2010


Business Overview

78

Market Overview

Appendix

Executive Summary




Financials




Agenda


June 8th, 2010

Alexis Duval

André Trucy

15

53

45

0

25

50

75

100

08/09 09/10

BENPL DVO

60

-36

22

-50

-25

0

25

50

75

08/09 09/10

European Ethanol & Alcohol Key Financials

79

EBITDA and EBITDA margin(1)EBITDA and EBITDA margin(1)

EBITDA – Capex(3)EBITDA – Capex(3)

Revenue(1)Revenue(1)

Capex(3)Capex(3)

(R$ MM) (R$ MM)

(R$ MM) (R$ MM)

(1) Information only related to BENP Lillebonne as Syral’s ethanol figures are included in the European Starch Operations segment and as DVO just started its operation - (2) Trading activities on behalf of the Tereos Group - (3) Capex figures refer to committed capex and not to cash-out-capex


Source: Company Information Source: Company Information


412 473

322 279

0

250

500

750

1000

08/09 09/10

Revenue Revenue from trading activities

734 752

(2)

17

82

2.3%

10.9%

4.2%

17.3%

0

30

60

90

08/09 09/10

0%

4%

8%

12%

16%

20%

EBITDA EBITDA Margin EBITDA Margin (excl. trading activities)(2)

June 8th, 2010

80

Strategy: expand our leadership in the European ethanol and alcohol markets

� Keep on improving plant efficiency (ethanol yield, consumption and protein extraction)

� Strengthen position as a market leader in Europe thanks to synergies with the Tereos Group

� Strengthen relationships with major oil companies

� Benefit from European ethanol market growth mainly driven by biofuels blending mandates

� Capitalize on our strength in cereals transformation and R&D to seize opportunities in the development of new generations of bio-fuels

Ethanol

� Strengthen the Group’s European activities:

� On the high-growth “white” spirit market

• DVO has started operations in 2009

• Selby will start of operations in 2011

� Opportunistic development through both greenfield and brownfield projects

Alcohol

June 8th, 2010

81


Financials

Conclusion



Appendix


Executive Summary


André Trucy


Alexis Duval

Agenda



June 8th, 2010

Jacyr Costa

Alexis Duval

André Trucy

82

Introduction to Tereos Internacional Indian Ocean

• Mozambique

• # inhabitants: 22,894,000

• GDP growth: 6.5%

• Language: Portuguese

• Tanzania

• # inhabitants: 43,739,000


• Language: Swahili, English

• La Réunion (France)

• # inhabitants: 827,000


• Language: French, Creole

Tereos Internacional Indian Ocean Pole

Mozambique

Tanzania

La Réunion island

Philippe Labro

Stephane Isautier

June 8th, 2010

83

Appendix

African Operations

Financials & Strategy

La Réunion

Executive Summary




Financials




Agenda


June 8th, 2010

Alexis Duval

André Trucy


Alexis Duval

84

Sugarcane, a strategic industry for La Réunion

� Historical leadership in sugarcane industry and processes

• Since 18th century, economy and social life in La Réunion has been organized around the culture of sugarcane

� Sugarcane Industry is strategic for La Réunion

• Largest economic sector after tourism: c. 10,000 jobs and 80% of exports

• Around 60% of cultivated land on the island (c. 25,000 ha)

• Around 12% of the electricity production (from bagasse)

• Key ingredient for rhum production

� Sugarcane Industry is the pillar for sustainable development

• Key role in soil protection against erosion

• Protects landscape quality and touristic attractiveness of the island

June 8th, 2010

204 201193

209221

202 207

167

194

207

00/01 01/02 02/03 03/04 04/05 05/06 06/07 07/08 08/09 09/10

85

Sugarcane in La Réunion : A resilient industry


� The sugarcane industry has maintained stable production over the last decade and has substantially improved the quality of its production assets despite scarcity of land and development of urbanization and tourism

� Stability supported by several external factors:

• Improvement of irrigation infrastructure thanks to State and EU support

• Agro-industrial research with State support to implement new varieties of cane generating higher yield

• Controlled urbanization to protect the industry and island heritage

La Réunion sugar productionLa Réunion sugar production

01-10 CAGR

0.2%

Sugar (000 tons)

June 8th, 2010

86

La Réunion: A very attractive legal framework

� Sugar market is regulated and benefits from special treatment compared with other EU countries

• Minimum guaranteed sugar prices above European reference price (Sugar regime 2006-15)

• No decrease in sugar production quota (drop of 5 Mt in EU)

� Strong support by French and EU authorities for La Réunion

• Subsidies to offset geographic situation (e.g. POSEI funds)

• Tax benefits to incentivize investments in the island

• Attractive guaranteed minimum price for electricity production

• Grants to farmers for cogeneration energy derived from sugarcane

June 8th, 2010

Tereos Internacional operates two state-of-the-art facilities in La Réunion

Bois Rouge

� Crushing Capacity: 1.0 MM Tons

� Sugar Production Capacity: c. 110,000 tons

� Mixed coal-bagasse co-generationplant operated by Séchilienne-Sidec: c. 110 MW

� Specialty: high value-added sugars for EU export and domestic markets

� Located in the East of the island

� Crushing Capacity: 1.0 MM Tons

� Sugar Production Capacity:c. 110,000 tons

� Mixed coal-bagasse co-generation plant operated by Séchilienne-Sidec: c. 122 MW

� Specialty: high value-added sugars for EU export and domestic markets

� Located in the South of the island and operated by GQF

Le Gol

87June 8th, 2010

88

Acquisition of Groupe Quartier Français: A transformational deal

� Consolidates position in La Réunion

• Owns two sugarcane crushing plants of La Réunion

• La Réunion benefits from revival of plantation intentions driven by:

• Improvement of plantation revenues partly driven by increase of bagasse grants (+ €13/tc)

• New sugarcane species (+ 40% of return)

• Increase of irrigation infrastructure

� Implementation of synergies (simplification, technical exchanges)

� Access to organic and other fair-trade sugar

� Access to participation in sugar facilities in Tanzania

June 8th, 2010

African Operations

89

Appendix


Executive Summary


Financials



Agenda


La Réunion




June 8th, 2010

Jacyr Costa


Alexis Duval

André Trucy


Alexis Duval

90

Steady growth of sugar industry in Tanzania and Mozambique� Mozambique sugar production has grown c. 8x since 2001 driven mainly by a rapid rise of exports and sustained

domestic demand

� Tanzania sugar production grew c. 2.5x since 2001 driven by a rise of local consumption and exports

Mozambique sugar production and consumptionMozambique sugar production and consumption

Tanzania sugar production and consumptionTanzania sugar production and consumption

45 60

170225 205

265 243 244 263

346

77 98126 121 136 133 154 165 171 178

00/01 01/02 02/03 03/04 04/05 05/06 06/07 07/08 08/09 09/10

Sugar Production Sugar Consumption

Sugar (000 tons)

Sugar (000 tons)

128 116

193224 230

264 258281 299 309

191 189 183211

232274

302 297 307 318

00/01 01/02 02/03 03/04 04/05 05/06 06/07 07/08 08/09 09/10

Sugar Production Sugar Consumption

01-10 CAGR

10.3%

5.8%



01-10 CAGR

25.4%

9.7%

June 8th, 2010

91

Favorable framework in both markets

� Companhia de Sena (Mozambique Operations) benefits from an Investment Project Authorization which provides it with certain tax advantages:

• Valid until 2023 and renewable for 5-year periods

• Includes an 80% reduction in income tax obligations and exemptions from taxes on distributed dividends

� Both companies benefit from very strong local demand

� Both companies also benefit from ability to export to EU

� “Everything But Arms” program allows Mozambique and Tanzania to ship duty-free products to the EU with an attractive minimum price (c. €335.2/ton)

� Tanzania is also allowed to export part of its production to Europe duty- and quota-free at the price of La Réunion’ sugar price

June 8th, 2010

Companhia de Sena (75% owned by Tereos Internacional)Companhia de Sena (75% owned by Tereos Internacional)

92

Sena: The only sugar refiner in Mozambique

� Sugarcane plantation currently consists of 15,000 ha

• Source of all of the sugarcane used for sugar production

• Concession agreement from Government for use of 98,000 ha of land for a period of 50 years, renewable for an additional 50 years

• Includes an additional 15,000 ha of land available for plant expansion

� Companhia de Sena is a leading unique sugarcane mill

• Significant spare capacity, which could be expanded to 1.2 MM tons

• Only sugar mill to produce refined sugar in Mozambique

� Sugar produced sold to the domestic market exclusively through DNA (in which Tereos Internacional has a 25% interest), a company jointly owned with local sugar producers

• 58% of production is consumed domestically, mainly in the form of refined sugar

� Crushing Capacity: 0.8 MM Tons (2009/2010)1.2 MM Tons (2011/2012)

� Sugarcane Production:434,000 Tons (2009/2010)

� Sugar Production:37,700 Tons (2009/2010)


June 8th, 2010

93

Significant investments in irrigation systems at Sena

Planting 18-Months – Non IrrigatedPlanting 18-Months – Non Irrigated Irrigation PlanIrrigation Plan

Period Area Affected AreaAffected Area

YieldUnaffacted Area Yield

January 520 ha 200 ha 20 t/ ha 60 t/ ha

February 500 ha 180 ha 20 t/ ha 60 t/ ha

March 1,015 ha 350 ha 15 t/ ha 40 t/ ha

Planting 18-Months – IrrigatedPlanting 18-Months – Irrigated

Central Pivot 4,300 ha

Gravity 1,400 ha

Splinkers 600 ha

Linear Pivot 360 ha

Current System (6,600 ha)

2010 Area 1,500 ha

2011 Area 1,400 ha

2012 Area 600 ha

Irrigation Expansion (5,050 ha)

� Sena capital expenditures focused on improving yields and ensuring sugarcane availability through irrigation projects and enhanced plantation area to “renew” the sugarcane fields

� Non irrigated land had issues in early 2009 due to severe drought, thus significantly decreasing potential yields

Period Planted

January

Planted Area

550 ha

Estimated Area Yield

100 ton/ ha

June 8th, 2010

Tanganyika Plantation Company (in partnership with Sucrière de La Réunion)Tanganyika Plantation Company (in partnership with Sucrière de La Réunion)

94

Tanzania: Facilities benefit from expertise of La Réunion

� Partnership with Sucrière de La Réunion enables sharing of know-how and lower production costs

� After completion of GQF acquisition, Tereos Internacional has 30% interest in company with remaining interest held by Sucrière de La Réunion

� Produces brown-type sugar for domestic market

� Also owns 14,000 ha agricultural estate planted, of which 7,600 ha in sugarcane

� Expandable production capacity: objective to reach 80,000 tons of sugar by 2012

� Crushing Capacity:0.85 MM Tons (2009/2010)

� Sugarcane Production:0.7 MM Tons (2009/2010)

� Sugar Production:68,000 Tons (2009/2010)80,000 Tons (2011/2012)


June 8th, 2010

95

Appendix

Executive Summary


Financials



Agenda


La Réunion


African Operations




June 8th, 2010

Alexis Duval

Jacyr Costa


Alexis Duval

André Trucy


132

199

08/09 09/10

16

33

12%

17%

08/09 09/10

EBITDA EBITDA Margin

13

7

08/09 09/10

3

26

08/09 09/10

96

La Reunion key financials summary (1)

Revenue EBITDA and EBITDA margin

Capex (2) EBITDA – Capex (2)

(R$MM) (R$MM)

(1) Excludes Mozambique financials, which are included in Guarani (Brazil segment); excludes Groupe Quartier Français

(2) Committed capex


(R$MM) (R$MM)


June 8th, 2010

97

Indian Ocean Strategy

� Further expansion in Africa and Indian Ocean

• Brownfield expansion (e.g. plantation expansion in Africa)

• Seize acquisition opportunities (e.g. GQF acquisition in 2010)

� Continue to develop premium and special sugar offering

� Seize opportunities arising from the European Union sugar market

• La Réunion: benefit from unused EU production quotas

• Mozambique and Tanzania: use free access to EU markets

• Supply raw sugar to the European market

June 8th, 2010

98

Financials

Conclusion

Appendix

Executive Summary


André Trucy


Alexis Duval

Agenda







June 8th, 2010

Jacyr Costa

Alexis Duval

André Trucy

99

Basis of reporting

Source: Company 2010 Audited accounts

� Tereos Internacional was established on February 2nd, 2010, i.e. prior to closing of fiscal year on March 31st, 2010

� In March 2010, TEREOS contributed to Tereos Internacional its stakes in Guarani and in Tereos EU, comprising Syral, BENP, DVO and La Reunion entities

� This combination has been accounted for under “pooling-of-interests method”: consequently considered as retrospectively consolidated since April 1st, 2008

� 2009 and 2010 financial statements:

• Are audited and consolidated financial statements

• Have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board (IASB)

• Do not include the pro-forma impact of Groupe Quartier Français and Mandu acquisitions

� 2010 results do not include several major items

• No full year impact of Vertente acquisition (closed on 23 February 2010)

• Two significant acquisitions closed post year-end (Mandu: 31May 2010 - Groupe Quartier Francais: 28 May 2010)

• Several new businesses were not at normative activity level in 2009/10 (BENP, DVO and Selby)

June 8th, 2010

100

5,011

3,652

1,359

Guarani Contributed Assets Tereos Internacional

27

318345


EBITDAEBITDA

Net Debt incl. intercompany loans (1)Net Debt incl. intercompany loans (1)

RevenueRevenue

EBITDA - Capex (2)EBITDA - Capex (2)

(R$ MM) (R$ MM)

(R$ MM) (R$ MM)

802

507

295


1,145

2,293


n/a

Source: Company Information (at March 31st – Audited accounts 2010 for Tereos Internacional and Guarani except Guarani Audited accounts 2010 for Guarani net debt)

(1) Net Debt including intercompany loans of R$518 MM at Tereos Internacional level and R$396 MM at Guarani level (Referred to as financing transactions with related parties in 2010 Company consolidated financial statements, note 28.2)

(2) Capex committed, not cashed out, as presented in Tereos Internacional audited consolidated financial statements, note 30.1

Snapshot of contributed assetsBased on 2010 Financials

June 8th, 2010

101

A diversified group by geography and by segment

2010 EBITDA: R$802 MM


Sugar and

Ethanol

Brazil

27%

Starch

Products

54%

Ethanol

Europe

15%

Sugar

Indian Ocean

4%

Sugar and

Ethanol

Brazil

37%

Starch

Products

49%

Ethanol

Europe

10%

Sugar

Indian Ocean

4%

(1)

(1)

(1) Includes Mozambique Plant

2010 Revenue: R$ 5,011 MM

June 8th, 2010

102

A healthy financial structure

2010 Leverage and Net debt including intercompany loans (1)(2)2010 Leverage and Net debt including intercompany loans (1)(2)

3.9

2.9

Guarani Tereos Internacional

2.9x

3.9x

Source: Company Information (at March 31st – Audited accounts 2010 for Tereos Internacional and Audited accounts 2010 for Guarani)

(1) Leverage based on Guarani and Tereos Internacional EBITDA as disclosed in Tereos Internacional 2010 audited accounts, note 30 and in MD&As(2) Referred to as financing transactions with related parties in 2010 Company consolidated financial statements, note 28.2 (net financial debt at of March 31st,

2010 of resp. R$749 MM at Guarani as per Guarani 2009-10 financial results and R$1,775 MM at Tereos Internacional)

(R$ MM)Leverage (EBITDA x) R$1,145 MM R$2,293 MM

(1.0x)

June 8th, 2010

5,0115,3425,529

2009 2009

At Constant FX

2010

103

Tereos Internacional: Strong operational results


Revenue evolutionRevenue evolution

(R$ MM)

Gross ProfitGross Profit

(R$ MM)

9869731,007

2009 2009

At Constant FX

2010

18.2% 19.7%% Margin

EBITDAEBITDA

(R$ MM)

802

606626

2009 2009

At Current FX

2010

11.3% 16.0%% Margin

Net IncomeNet Income

(R$ MM)

(2)

431

2009 2010

(9.4%)

(2.1%)

+28.1%

n.m 8.6%% Margin

Financial FX loss: R$(174) MM

Financial FX gain: +R$125 MM

June 8th, 2010

Change per FX / revenue / cost base / Other at Group level – 2009-2010 Change per FX / revenue / cost base / Other at Group level – 2009-2010

104

EBITDA evolution: reduction in revenue compensated by a reduction in costs

606

458

6839

802

(331)

(19)

626

841

2009 EBITDA FX 2009 EBITDA

at constant FX

Revenue Cost base Other 2010 EBITDA Cardoso

impact

2010 EBITDA

Excl. Cardoso

(R$ MM)


(4)

Margin 16.8%11.3% 11.3% 16.0%

(1) For convenience purposes, sum of 2009 EBITDA and FX impact disclosed in MD&As(2) Includes costs of sales, distribution costs and G&A at constant FX as per MD&As(3) Includes Restructuring and Other operating income impact at EBITDA level (i.e. excluding R$64 MM negative goodwill included in Other operating

income related to the acquisition of minority interest in Guarani in 2009 (2010 accounts, note 3.2)(4) Restated for impact related to Cardoso (EBITDA: $(39) MM) as disclosed in MD&As

(1) (3)(2)

cost base impact >> revenue impact

June 8th, 2010

105

Sound cash flow generation

(R$ MM)

(1)

(1) Incl. R$456 MM capex cashed out (vs. R$457 MM committed)

(2) Sum of financing interest paid and financing interest received

2010 cash generation 2010 cash generation

Source: Company information, 2010 Tereos International Group consolidated statement of cash flows (FYE March 31st)

(2)

(3) Sum of capital increase, dividends paid to equity holders of the parent and dividend paid to non controlling interests

(3)

866

(497)

(246)

73 196

Cash f rom Activities Capex Net interest Capital increase / dividends Change in net debt pre FX

June 8th, 2010

Net financial debt and leverage (1) walkthrough from 2009 to 2010 Net financial debt and leverage (1) walkthrough from 2009 to 2010

106

Deleveraging on the back of cash generation and EBITDA increase

(1) Leverage defined as: 2009 Net Debt / 2009 EBITDA; 2009 net debt at constant FX / 2009 EBITDA at constant FX and 2010 net debt / 2010 EBITDA(2) Mainly due to the integration of Vertente and Selby (R$42 MM)(3) Referred to as financing transactions with related parties in 2010 Company consolidated financial statements, note 28.2

Source: Company information, 2010 Tereos International Group consolidated statement of cash flows, balance sheet and notes 24.4 / 28.2, MD&As

Net financial debt including intercompany loans (3)

(R$ MM) Leverage (EBITDA x)

2,35253(434)

1,918

(196)

1,775

3,001

2009 FX 2009 at constant FX Change in net debt Perimeter effect 2010

2,293

3.8x 2.2x

(2)

4.8x 2.9x3.2x

Net financial debt excluding intercompany loans (3)

June 8th, 2010

107

Tereos Internacional refinancing: a stronger financial structure

� The refinancing will take place once Tereos Internacional is listed

• All intercompany loans outside of Tereos Internacional will be repaid

• Most of Tereos EU’s subsidiaries’ long term indebtedness will be refinanced into a new single facility

• No significant impact in terms of currency or fixed/variable interest breakdown

• Post refinancing the remaining short term indebtedness will be unchanged on Guarani and, as far as Teros EU is concerned, will mostly comprise Syral’s factoring and Syral’s overdraft

� Tereos EU: new syndicated facility of €450m at Tereos EU guaranteed by Tereos Internacional

• TA1 secured term loan facility of €275 MM and TA2 secured revolving facility of €175 MM

• 5-year maturity from the signing date

12.5

35.0 35.0 35.0 35.0

15.0

20.0 20.0

35.0

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 MaturityRepayment TA1 Cancellation TA2

Repayment Schedule TA1 and Cancellation ScheduleTA2

122.5

85.0


June 8th, 2010

108

Financial covenants at Tereos EU level only

� Debt covenants

• Leverage ratio (consolidated net debt to consolidated EBITDA): decreasing from 2.9x as of

March 2011 to 2.25x as of March 2014 and thereafter

• Interest coverage ratio (consolidated EBITDA to consolidated net interests): above 4x

• A debt service coverage ratio for Tereos EU group of 1.1x only applies if Tereos EU distributes

an amount of dividends exceeding 50% of its annual consolidated cumulated net earnings)

2.25x2.50x

2.75x2.90x

Mar-11 Mar-12 Mar-13 Mar-14 and thereafter

Leverage ratio covenantLeverage ratio covenant Interest coverage ratio covenantInterest coverage ratio covenant


4.00x4.00x4.00x4.00x

Mar-11 Mar-12 Mar-13 Mar-14 and thereafter

June 8th, 2010

2010 operating income to net income 2010 operating income to net income

109

Understanding the non-operating elements: FX and Tax

(R$ MM)

2009 operating income to net income 2009 operating income to net income

(R$ MM)


125 1

129

(223)

431399

Operating income Net financial expenses excl.

FX impact

FX impact on net financial

expenses

Associates Tax Net income

As of March 31st, 2010: - Tax losses unused recognized: R$403 MM- Tax losses unused not recognized: R$47 MM

(1) Referred to as “foreign exchange gains and losses” in Tereos Internacional 2010 audited consolidated accounts

(1)

(1)

5(2)

132

(174)

(284)

319

Operating income Net financial expenses excl.

FX impact

FX impact on net financial

expenses

Associates Tax Net income

June 8th, 2010

110

Low capital expenditure due to modern asset base

� Plantations: c. R$119 MM, related to Brazil

� Main industrial investments:

• Maintenance: R$105 MM (23% of total)

• Capacity increase: R$142 MM (31%)

• New sites development: R$80 MM (18%)

� Brazil: mostly:

• Plantations: R$119 MM

• Maintenance: R$44 MM

• Various improvements: R$76 MM

• Mozambique: R$17 MM

� Europe: mostly:

• Finalization of major capacity investments

- DVO: R$45 MM in 2010 / BENP Lillebonne: R$54 MM in 2009

• Maintenance: R$61 MM

• Various improvements: R$60 MM

Comments on 2010 capexComments on 2010 capex

185122

60

7

291

268

542

53

13

457

2009 2010

Starch BrazilIndian OceanAlcohol & Ethanol Europe


Breakdown of capital expenditure (1) by segmentBreakdown of capital expenditure (1) by segment

7%

24%

5%

10%

10%

% 2009 revenueby segment

9%

8%

20%

5%

4%

% 2010 revenueby segment

(2)

(1) Committed capex (as per Tereos Internacional audited consolidated 2010 financial statements, note 30.1)(2) Includes Mozambique Plant

June 8th, 2010

111

Key financial strengths of Tereos Internacional

1 A diversified and resilient business profile

2 A steady cash flow generation

3 A stronger balance sheet and sound financial structure

4 A recent asset base, significant expansion capex over the last few years

5 Ability to fund future expansion and dividend

June 8th, 2010

112

Financial snapshot


(1) Revenue – Cost of sales(2) EBITDA excluding costs related to project Cardoso (EBITDA: $(39) MM) as disclosed in MD&As(3) At comparable FX: assuming no FX impact on 2009 financials as disclosed in MD&As: R$(188) MM on revenue, R$153 MM on cost of sales, R$(19) MM on EBITDA

giving comparable revenue of R$5,342 MM, comparable cost of sales of R$4,369 MM, comparable EBITDA of R$606 MM, comparable operating profit: R$308 MM(4) Based on 2010 consolidated cash flow statement: Net cash from operating activities – net cash used in investing activities – financing interest paid + financing

interest received(5) Defined in Tereos Internacional accounts as ”Financing transactions with related parties”(6) Capex cashed out, based on 2010 cash flow statements (purchases of PP&E and intangible assets and purchases of biological assets)

∆

R$ MM – FYE 31-Mar 2009 2010 Historical At Constant FX (3)

P&L statement

Revenue 5,529 5,011 (9.4%) (6.2%)

Gross profit (1) 1,007 986 (2.1%) +1.3%

Margin (%) 18.2% 19.7%

EBITDA 626 802 +28.1% +32.3%

Margin (%) 11.3% 16.0%

EBITDA excluding Cardoso effect (2) 626 841 +34.3%

Margin (%) 11.3% 16.8%

Operating result 319 399 +25.1% +29.4%

Margin (%) 5.8% 8.0%

Net Profit (2) 431 n.m.

Margin (%) n.m. 8.6%

Selected other items

Capex (6) (619) (456) (26.3%)

Free cash flow (4) (61) 123 n.m. n.m.

Net financial debt 2,352 1,775 (24.5%)

Net financial debt / EBITDA 3.8x 2.2x

Net financial debt + intercompany loans (5) 3,001 2,293 (23.6%)

Net financial debt + intercompany loans(5) / EBITDA 4.8x 2.9x

June 8th, 2010

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Financials

Conclusion

Appendix

Executive Summary


André Trucy


Alexis Duval

Agenda







June 8th, 2010

Jacyr Costa

Alexis Duval

André Trucy

114

A global leader in food ingredients & bioenergy

1 Leading Positions In Sugar, Starches And Ethanol

2 Complementary and Innovative Product Portfolio Serving Attractive End Markets

3 Broad Geographic Footprint Serving Customers on a Global Basis

4 Efficient And Resilient Business Model

5 Favourable Growth Trends

6 Proven Track Record of Fast and Profitable Growth

Looking Ahead: An Ambitious Strategy to Accelerate Growth

June 8th, 2010

115

� Be a leader in the consolidation of the industry, in particular in Brazil

� Further develop value-added products (refined sugar, specialty food ingredients, premium alcohol)

� Increase ethanol production capacity both through organic growth and acquisitions

� Further develop cogeneration business in Brazil and Indian Ocean Pole

� Develop second generation biofuels

� Enter fast-growing emerging markets both through acquisitions and organically

� Develop new premium products (health and nutrition, green chemistry, premium alcohol)

An ambitious strategy to accelerate growth

SUGAR

BIOENERGY

STARCH

June 8th, 2010

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Agenda

Financials

Conclusion

Appendix

Executive Summary


André Trucy


Alexis Duval







June 8th, 2010

Jacyr Costa

Alexis Duval

André Trucy

Financials

Additional Materials on European Starch Operations

117

Appendix

Executive Summary

Financials



Alexis Duval


Petrobras Biocombustível and Tereos Internacional

Agenda







June 8th, 2010

Jacyr Costa

Alexis Duval

André Trucy

118

Consolidated income statement

R$ MM – FYE 31-Mar 2009 2010

Revenue 5,529 5,011

Growth (%) (9.4%)

Cost of Sales (4,522) (4,025)

Gross Profit 1,007 986

Margin (%) 18.2% 19.7%

Growth (%) (2.1%)

Distribution Costs (534) (479)

General and Administrative Costs (305) (274)

Impairment of Goodwill (14) -

Restructuring (2) (4)

Other Operating Income 167 170

Operating Income 319 399

Margin (%) 5.8% 8.0%

Financial Expenses (760) (451)

Financial Income 302 353

Net Financial Expense (458) (98)

Share of Profit of Associates 5 1

Net Income before Taxes (134) 302

Margin (%) (2.4%) 6.0%

Income Tax Income (Expense) 132 129

As a % of Net Income before Taxes n.m. 42.7%

Net Income (2) 431

Margin (%) (0.0%) 8.6%

Attributable to Owners of the Parent 61 260

Attributable to Non-controlling Interests (63) 171

Earnings per Share (R$) 0.03 0.13

June 8th, 2010

119

Consolidated balance sheet

R$ MM – FYE 31-Mar 2009 2010

Assets

Cash and Cash Equivalent 579 501

Trade Receivables 735 630

Inventories 611 447

Current financial assets with related parties 140 307

Other Current Financial Assets 279 359

Current Tax Assets - 25

Other Current Assets 11 5

Total Current Assets 2,355 2,274

Deferred Tax Assets 264 398

Biological Assets 355 409

Available-for-sale Financial Assets 9 16

Non current financial assets with related parties 16 14

Other Non-current Financial Assets 122 89

Investments in Associates 102 110

Property, Plant and Equipment 3,127 2,682

Goodwill 890 932

Other Intangible Assets 183 73

Total Non-current Assets 5,068 4,723

Total Assets 7,423 6,997

June 8th, 2010

120

R$ MM 2009 2010

Liabilities and Equity

Short-term Borrowings 1,341 1,169

Trade Payables 552 493

Current financial liabilities with related parties 596 676

Other Current Financial Liabilities 431 373

Short-term Provisions 6 4

Current Tax Liabilities 9 20

Other Current Liabilities 72 61

Current Liabilities 3,007 2,796

Deferred Tax Liabilities 14 38

Provisions for Pensions and Other Post Employment Benefits 32 25

Other Long-term Provisions 44 38

Long-term Borrowings 1,590 1,107

Non current financial liabilities with related parties 209 163

Other Non-current Financial Liabilities 180 195

Other Non-current Liabilities 40 34

Non-current Liabilities 2,109 1,600

Non-current Assets Held for Sale - 18

Total Liabilities 5,116 4,414

Issued Capital - 1,988

Share Premium - -

Retained Earnings 1,468 92

Equity Attributable to Owners of the Parent 1,468 2,080

Non-controlling Interests 839 503

Total Equity 2,307 2,583

Total Equity and Liabilities 7,423 6,997

Consolidated balance sheet (cont’d)

June 8th, 2010

121

R$ MM 2009 2010

Consolidated Net Income (2) 431

Operating Activities:

Share of Profit of Associates (5) (1)

Amortization and Depreciation 357 403

Impairment of Goodwill 14 -

Fair Value Adjustments on Biological Assets 24 (42)

Other Fair Value Adjustments through Income Statement 49 (50)

Loss (Gain) on Disposals of Assets (9) -

Marketable Securities Pledged as Collaterals (31) 7

Income Tax Expense (Income) (132) (129)

Net Finance Costs 278 237

Impact of the Change in Working Capital 335 84

Of Which Decrease (Increase) in Trade and Other Receivables 17 (140)

Of Which Increase (Decrease) in Trade and Other Payables 300 146

Of Which Decrease (Increase) in Inventory 18 78

Income Taxes Paid (15) (27)

Change in Other Provisions (13) (47)

Net Cash from Operating Activities 850 866

Cash Paid for the Acquisition of Vertente, Net of Cash Acquired (27) (117)

Of Which Acquisition of Vertente - (117)

Of Which Acquisition of Sena Companies (27) -

Purchases of PPE and Intangibles Assets (492) (337)

Purchases of Biological Assets (127) (119)

Acquisitions of Financial Assets - (7)

Grants Received Related to Assets 6 7

Proceeds from the Disposal of PPE and Intangible Assets 2 76

Net Cash Used in Investing Activities (639) (497)

Consolidated cash flow statement

June 8th, 2010

122

R$ MM 2009 2010

Capital Increase 180 171

Of Which Capital Increase of Tereos Internacional - 120

Of Which Capital Increase of Other Subsidiaries 180 51

Borrowings Issues 1,986 882

Borrowings Repayments (1,803) (1,089)

Financing Interest Paid (295) (272)

Financing Interest Received 23 26

Dividends Paid to Equity Holders of the Parent (41) (60)

Dividends Paid to Non-controlling Interests (27) (38)

Net Cash from (Used in) Financing Activities 23 (380)

Impact of Exchange Rate on Cash and Cash Equivalents (14) 21

Net Change in Cash and Cash Equivalents, Net of Bank Overdrafts 221 10

Cash and Cash Equivalents, Net of Bank Overdrafts at the Beginning of the Year 59 280

Cash and Cash Equivalents, Net of Bank Overdrafts at the End of the Year 280 290

Consolidated cash flow statement (cont’d)

June 8th, 2010

123

Snapshot of contributed assetsBased on 2010 Financials

R$ MM – FYE 31-Mar-10 Guarani Contributed AssetsTereos

Internacional

Revenue 1,359 3,652 5,011

Gross profit 274 712 986

Margin (%) 20.2% 19.5% 19.7%

EBITDA 295 507 802

Margin (%) 21.7% 13.9% 16.0%

Operating income 78 321 399

Margin (%) 5.7% 8.8% 8.0%

Capex (2) 268 189 457

% Revenue 19.7% 5.2% 9.1%

EBITDA – Capex (2) 27 318 345

% EBITDA 9.2% 62.7% 43.0%

Net Debt (incl. intercompany loans) (1) 1,145 n.a. 2,293

x EBITDA 3.9x n.a. 2.9x

(1) Net Debt including intercompany loans of R$518 MM at Tereos Internacional level and R$396 MM at Guarani level

(2) Capex committed, not cashed out, as presented in Tereos Internacional audited consolidated financial statements, note 30.1

Source: Company Information (at March 31st – Audited accounts 2010 for Tereos Internacional and Guarani except Guarani Audited accounts 2010 for Guarani net debt)

June 8th, 2010

124

Review by segment – StarchOverview

R$ MM – FYE 31-Mar 2009 2010

P&L statement

Revenue 3,470 2,701

Growth (%) n.a. (22.2%)

Gross profit 765 650

Margin (%) 22.0% 24.1%

EBITDA 406 392

Margin (%) 11.7% 14.5%

Operating result 254 248

Margin (%) 7.3% 9.2%


Capex (1) 185 122

EBITDA – Capex (2) 221 270

% of EBITDA 54.4% 68.9%

Operating assets 2,499 2,248


(1)Capex figures refer to committed capex and not to cash-out-capex

June 8th, 2010

125

Review by segment – Brazil (1)

Overview

R$ MM – FYE 31-Mar 2009 2010

P&L statement

Revenue 1,193 1,359

Growth (%) n.a. 13.9%

Gross profit 220 274

Margin (%) 18.4% 20.2%

EBITDA 186 295

Margin (%) 15.6% 21.7%


Margin (%) 6.2% 5.7%


Capex (2) 291 268

EBITDA – Capex (2) (105) 27

% of EBITDA n.m. 9.2%

Operating assets 2,442 2,884


(1) Includes the Mozambique plant

(2) Capex figures refer to committed capex and not to cash-out-capex

June 8th, 2010

126

Review by segment – Ethanol EuropeOverview

R$ MM – FYE 31-Mar 2009 2010

P&L statement

Revenue 734 752

Growth (%) n.a. 2.5%

Gross profit 30 86

Margin (%) 4.1% 11.4%

EBITDA 17 82

Margin (%) 2.3% 10.9%

Operating result (14) 51

Margin (%) (1.9%) 6.8%

Other items

Capex (1) 53 60

EBITDA – Capex (1) (36) 22

% of EBITDA n.m. 26.8%

Operating assets 755 621



June 8th, 2010

127

Review by segment – Indian OceanOverview

R$ MM – FYE 31-Mar 2009 2010

P&L Statement

Revenue 132 199

Growth (%) n.a. 50.7%

Gross profit (8) (25)

Margin (%) (6.0%) (12.6%)

EBITDA 16 33

Margin (%) 12.1% 16.6%


Margin (%) 3.8% 11.1%


Capex (1) 13 7

EBITDA – Capex (1) 3 26

% of EBITDA 18.7% 78.8%

Operating Assets 193 184



June 8th, 2010

128

Key terms of Tereos EU Financing

� New senior credit facility of €450m

• TA1: €275m secured term loan facility for refinancing of MLT indebtedness of Tereos EU subsidiaries’indebtedness

• TA2: €175m secured revolving facility for refinancing of ST indebtedness of Tereos EU subsidiaries’indebtedness and general corporate purposes

� Maturity: 5 years from the signing date

� Repayment / Cancellation schedule

• TA1: €12.5m in March 2011, then €17.5m each semester until March 2015 and 122.5m at maturity

• TA2: €15m in March 2012, €20m in March 2013, €15m in Sept. 2013, €20m in March 2014, €20m in Sept. 2014 and €85m at maturity

� Security Package

• Guarantee issued by Tereos Internacional

• Share pledge over 67% of share capital of Syral, 100% of share capital of DVO, BENP and BENPL

� Financial Covenants

• Leverage ratio, Interest coverage ratio and Debt service coverage ratio for Tereos EU group (only applies if Tereos EU distributes an amount of dividends exceeding 50% of its annual consolidated cumulated net earnings)

� Margin ratchet:

• TA: 125bps-200bps depending on leverage level

• TB: 100bps-175bps (25bps utilisation fee if more than 50% drawn, commitment fee of 40% of margin)

June 8th, 2010

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Appendix


Financials

Agenda

Executive Summary

Financials



Alexis Duval








June 8th, 2010

Jacyr Costa

Alexis Duval

André Trucy

SYRAL FactoriesLarge, state-of-the-art facilities close to end-markets

130

Marckolsheim (France)Marckolsheim (France)


� Built in 1993

� Wheat & corn transformation


� In the heart of Europe

� Efficient and recent production site with diversified outlets

� Range of products: Hydrolysates, Food Glucoses, Maltodextrins and Dehydrated Glucoses, Powdered Dextroses, Dry & Liquid Polyols

Nesle (France)Nesle (France)

� Built in 1991

� Wheat transformation

� Cogeneration facilities

� Grinding capacity: 900kt (2nd largest wheat starch plant worldwide), expandable

� The biggest of Syral plants, located in Picardie region

� Range of products: Hydrolysates, Food Glucoses, Dry & liquid Polyols, Potable Alcohol, Bioethanol, Native and hydrolysed Proteins

June 8th, 2010

131

Saluzzo (Italy)Saluzzo (Italy)

� Built in 1965, renovated in 2000s




� 70 km away from Turin, with a mill in Busca (10km)

� In JV with Frandino Group

� Range of products: Food Glucoses, Blends, Dry Glucoses, Native and Modified Starches, Potable Alcohol


Aalst (Belgium)Aalst (Belgium)

� Wheat starch plant built in 1984, renovated in 2000s




� A multi-skills site, 40km away from Brussels

� Historical birthplace of ex-Amylum (1873)

� Range of products: Glucoses, Isoglucose & blends, Native and modified starches, Crystalline Dextrose, Maltodextrins, Bioethanol


June 8th, 2010

132

Zaragoza (Spain)Zaragoza (Spain)

Selby (UK)Selby (UK)

� Built in 1968, renovated in 2000s

� Corn transformation



� A strategic position on the Iberian peninsula market

� Range of products: Glucose and blends, Native and modified starches

� Under construction, production to begin in 2011



� Grinding capacity: 120kt, expandable

� In one of the key UK regions for wheat production

� Close to clients

� In JV with Frandino Group

� Range of products: High quality grain alcohol, Native wheat protein



June 8th, 2010


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Agenda

Appendix

Financials

Executive Summary

Financials



Alexis Duval









June 8th, 2010

Jacyr Costa

Alexis Duval

André Trucy

134

Key transaction highlights

� Petrobras Biocombustível and Tereos Internacional: joining forces to accelerate their growth in the sugarcane/bioenergy industry

• Guarani: fourth-largest sugarcane processor in Brazil

• Petrobras Biocombustível : wholly-owned subsidiary of Petrobras, focused on the production of biofuels, with total planned investments of US$ 2.4 billion over the 2009-2013 period

� Major equity investment, through a capital increase, to allow Guarani to be a leading player in the rapidly consolidating Brazilian S&E industry

• Investment by Petrobras Biocombustível : R$ 1.6 billion

• Investment by Tereos Internacional: up to R$ 600 million




• Tereos Internacional and Petrobras Biocombustível to accelerate development in co-generation and new-generation bioenergy

June 8th, 2010

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Terms of Agreement

� Petrobras Biocombustivel to invest in stages R$ 1.6 billion in Guarani to build a stake of up to 45.7%

• Petrobras Biocombustivel to enter initially as shareholder in Cruz Alta Participações, controlled by Guarani, with a capital increase of R$ 682 million

• Upon completion of the merger of Guarani shares into Tereos Internacional, Petrobras Biocombustivel to convert its stake in Cruz Alta Participações into a 26.3% stake in Guarani

• Petrobras Biocombustivel to progressively raise its stake in Guarani to 45.76% within five years through capital increase of R$ 929 million

• Option for Tereos Internacional to invest up to R$ 600 million of new equity in Guarani in the 12 months following Petrobras Biocombustivel’s investment in Guarani

• Petrobras Biocombustivel has the option of carrying out further investments to reach a stake of up to 49% in Guarani

• Tereos Internacional to continue to be Tereos Group’s only listed vehicle

� Terms of equity investment

• Guarani to be valued at R$5.83/share

• Total equity investment by Petrobras Biocombustivel to reach 45.76% : R$ 1.6 billion

• Potential equity reinvestment of Tereos Internacional: up to R$ 600 million

� Project financing

• New Guarani projects to be financed at least 50% in equity

• For new projects, equity to be provided by Petrobras Biocombustível until it has invested the full R$ 1.6 billion provided for in the agreement

� Ethanol output

• Petrobras Biocombustível to have the option to acquire up to 50% of the ethanol produced by Guarani, at market prices

• Guarani will be the sole investment vehicle of Petrobras in Sao Paulo region (exclusivity agreement)

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Shareholding structure

Initial corporate structureInitial corporate structure Final corporate structureFinal corporate structure

Cruz Alta

69% 31%

49%

ListedVehicle

51%

Free Float

45.76% 100%54.24%

Free Float

Tereos E.U. (1)

ListedVehicle

(1) Tereos EU: Tereos cereal-processing assets + Indian Ocean sugarcane-processing assets excluding Mozambique

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Corporate governance

Guarani Board of DirectorsGuarani Board of Directors

� Guarani will have a six-person Board of Directors, with three members designated by Tereos Internacional and three by Petrobras Biocombustível

� The Chairman of the Board of Directors will be appointed by Tereos Internacional

Board CommitteesBoard Committees

� Creation of a Research and Development Committee

� Risk Committee

� Compensation Committee

Guarani ManagementGuarani Management

� The CEO and CFO of Guarani are to be designated by Tereos Internacional

� The Industrial Officer and Portfolio Investment Officer are to be designated by Petrobras Biocombustível

� Jacyr Costa Filho confirmed as CEO of Guarani

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A transaction aligned with the strategiesof Petrobras Biocombustível and Tereos Internacional

� Strengthened position in the sugarcane industry with resources to be a leading player in sector consolidation

� Increased ethanol production capacity to meet strong growth in worldwide consumption

� Enhanced resources to continue R&D effort for next generation biofuels

� Reinforced means to further develop cogeneration business

June 8th, 2010

Documents

Tereos Internacional Analyst Presentation