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MANUAL EXTRAORDINARY SHAREHOLDERS' MEETING

DECEMBER 23, 2015


TABLE OF CONTENTS

  1. Glossary, Abbreviations and Defined Terms 3

  2. Introduction 5

  3. Call Notice 6

  4. Instructions 9

  5. Proposal of the Management in relation to the choice of the Appraisers 9

  6. Information on the Appraisers Recommended pursuant to the Terms of Article 21 of 11 CVM Instruction/ No. 481, of December 17, 2009

  7. List of Exhibits:

    Exhibit I - Material Fact published on December 4, 2015 12

    Exhibit II - Minutes of the Meeting of the Board of Directors held on December 7, 14

    2015

    Exhibit III - Copies of Work Proposals and Fees of the Approved Appraisers 18

    Exhibit IV - Documents and Related Links 68


    1. GLOSSARY, ABBREVIATIONS AND DEFINED TERMS


      For purposes of this Manual, the terms mentioned below shall have the meaning ascribed to them unless referred to otherwise in this Manual.


      ESM Extraordinary Shareholders' Meeting of the Company to be held on December 23, 2015, at 10h00.


      BM&FBOVESPA BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e

      Futuros.


      Company or Tereos Tereos Internacional S.A.


      Board of Directors Board of Directors of the Company.


      CVM Brazilian Securities and Exchange Commission.


      Call Notice Call notice published by the Company in the Official Gazette of the State of São Paulo - DOESP and in Valor Econômico newspaper, in the editions of December 8, 9 and 10, 2015.


      CVM Instruction 361/02 CVM Instruction No. 361 of March 5, 2002, as amended,


      CVM Instruction 481/09 CVM Instruction 481 of December 17, 2009.


      Corporation Law Law No. 6404 of December 15, 1976, as amended.


      Manual This Manual for participation at the ESM.


      Novo Mercado Special segment for securities trading on the

      BM&FBOVESPA S.A., called the Novo Mercado.


      Offer or Tender Offer Combined tender offer for the totality of free float

      common shares issued by the Company, to effect either

      1. the deregistration of the Company as a publicly held company, resulting on the delisting from novo Mercado, pursuant to article 4, paragraph 4, of the Corporation Law, CVM Instruction 361/02 and Section X of Novo Mercado Rules, or (2) delisiting from Novo Mercado, with the migration to the Standard listing segment of BM&FBOVESPA, , irrespectively of the attainment of the legal condition for deregistration as a publicly held company.


        2. Novo Mercado Rules Listing Rules of Novo Mercado from BM&FBOVESPA.

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