Petrobras and Tereos Internacional: A Transforming Step for Brazil s Sugarcane and Biofuels Industry. May 3, 2010

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1 Petrobras and Tereos Internacional: A Transforming Step for Brazil s Sugarcane and Biofuels Industry May 3,

2 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. 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 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. 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 hereof. 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 is in the process of being acquired by Tereos and to the structure and reorganisation of Tereos Internacional s Indian Ocean Pole following completion of this acquisition. This acquisition remains subject to the approval of the French anti trust authorities 2

3 Contents Key Transaction Highlights Transaction Structure A Compelling Combination to Accelerate Growth Conclusion 3

4 4 Key Transaction Highlights

5 Petrobras and Tereos Internacional 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 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 Total investment: up to R$ 2.2 billion 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 Tereos Internacional and Petrobras Biocombustível to accelerate development in cogeneration and new-generation bioenergy 5

6 6 Transaction Structure

7 Petrobras and Tereos Internacional Investment 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 45.7% 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$5.83/share Total equity investment by Petrobras Biocombustivel to reach 45.7% : R$ 1.6 billion Potential equity reinvestment of Tereos Internacional: up to R$ 600 million 7

8 Petrobras and Tereos Internacional Shareholding Structure Initial Corporate Structure Final Corporate Structure Free Float Free Float 68% 32% Listed Vehicle 51% 49% 45.7% 54.3% 100% Listed Vehicle Cruz Alta Tereos E.U.* (*) Tereos EU: Tereos cereal-processing assets + Indian Ocean sugarcane-processing assets excluding Mozambique 8

9 Petrobras and Tereos Internacional Terms of the Agreement 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 9

10 Petrobras and Tereos Internacional Corporate Governance Guarani 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 Committees Creation of a Scientific Committee Risk Committee Compensation Committee Guarani 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 10

11 11 A Compelling Combination to Accelerate Growth

12 Petrobras and Tereos Internacional A Transaction Aligned with the Strategies of Petrobras 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 12

13 Petrobras and Tereos Internacional A Partnership to Accelerate Guarani s Growth Main figures 1 : 17.8 MM tons sugarcane crushed 2 #4 sugarcane processor worldwide #4 sugar producer in Brazil #5 ethanol producer in Brazil Strong and long-term relationship with sugarcane suppliers Presence focused in Sao Paulo state, one of the world's most efficient sugarcane-processing areas State-of-the-art, large and modern production facilities in Brazil Growing energy cogeneration capacity International footprint through Tereos Internacional Notes: (1) Rankings estimated by the company; includes 100% of Vertente (1.7 MM tons of sugarcane crushing capacity) and Groupe Quartier Français (2) Metric tons Commercial basis 08/09 13

14 Petrobras and Tereos Internacional Focused on Attractive Growth Opportunities STRONG GROWTH IN KEY ETHANOL MARKETS ETHANOL INDUSTRY GROWTH FORECAST: (MM m 3 ) FAVORABLE COGENERATON DYNAMICS IN BRAZIL BRAZIL COGENERATION ENERGY SALES FORECAST: , (GWh) CAGR 13% CAGR 16% CAGR 18% 95 (1) CAGR 29% CAGR 40% 7, Europa Brasil EUA Note: 1. Orange portion representing advanced and cellulosic ethanol Cogeneration Energy Sales / Brazilian Consumption Source % 2.0% 6.8% Balanço Energético Nacional MME; Departamento de Planejamento Energético (DPE) MME; UNICA forecast Source: LMC International 14

15 15 Conclusion

16 Petrobras and Tereos Internacional Conclusion A major strategic step forward for Petrobras Biocombustivel and Tereos Internacional Transforming step for Brazil s sugarcane industry Strong R&D and technology resources to develop bioenergies Well-positioned to seize growth opportunities in a consolidating market in Brazil 16

17 Thank You Guarani / Tereos Internacional: Phone: +55 (11) ri@aguarani.com.br website: Petrobras: Phone: +55 (21) petroinvest@petrobras.com.br website: 17

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