Tereos Internacional : Minutes of the Annual General Meeting held on January 07, 2016

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TEREOS INTERNACIONAL S.A.

Publicly-held Company CNPJ/MF No. 11.566.501/0001-56

NIRE 353003859-2 - CVM No. 22136

Minutes of Extraordinary Shareholders' Meeting held on January 07, of 2016

Minutes of Extraordinary Shareholders' Meeting, held on January 07, 2016, which approves either (i) the Deregistration, resulting in the Delisting from Novo Mercado; and (ii) the Delisting from Novo Mercado, with migration to the Basic listing Segment of BM&FBovespa, irrespectively of the attainment of the Delisting Condition

Date, Time and Place: On January 07, 2016, at 10:00 am., at Tereos Internacional S.A. ("Company) head office in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 201, 11th floor, Pinheiros, CEP 05426- 100.

Attendance: Shareholders representing ninety point sixty seven percent (90.67%) of the voting capital of the Company, in accordance with the signatures contained on the Shareholders Attendance Book.

Presiding Board: Marcus Erich Thieme, Chairman; José André Stucchi Fernandes, Secretary.

Call Notice: Call Notice duly published at the Official Gazette of the State of São Paulo - DOESP, on the editions of December 8, 9 and 10, 2015 and at the Valor Econômico newspaper, on the editions of December 8, 9 and 10, 2015

Agenda:

JUR_SP - 23133020v3 85098.359978

Resolve on:

Approve, pursuant to article 10, paragraph 3 of the Company's Bylaws, to effect either (1) the deregistration of the Company as a publicly-held company ("Deregistration"), which will result in the delisting of the Company from the Novo Mercado segment of BM&FBovespa S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBovespa" and "Delisting from Novo Mercado", respectively), pursuant to article 4, paragraph 4, of Law No. 6,404, of December 15, 1976, as amended ("Corporation Law"), CVM Ruling No. 361 of March 5, 2002, as amended, and Section X of the Novo Mercado Rules of BM&FBovespa ("Novo Mercado Rules"), or (2) the delisting from Novo Mercado, with the migration to the Basic listing Segment of BM&FBovespa, irrespectively of the attainment of the legal condition for the Deregistration ("Tender Offer"), both conditioned to the realization and settlement of the Tender Offer by the indirect controlling shareholder, Tereos Participations S.A., according to the Material Fact of December 4, 2015.

Reading of Documents, Receipt of Votes and Drawing up the Minutes:

1. the reading of the documents related to the present meeting's agenda was waived, to the extent that the shareholders were fully aware of such documents;

2. the statements of votes, protests and dissents eventually presented were all enumerated, received and authenticated by the Presiding Board and shall be filed at the Company's headquarters, pursuant to article 130, first paragraph, of the Corporation Law; and (3) it was authorized the drawing up of these minutes in summary form, pursuant to article 130, paragraph 1 of the Corporation Law.

Resolutions: After discussions on the Agenda, and having observed the abstentions contained on voting instructions, other manifestations presented to the Presiding Board and also provided all necessary clarifications, shareholders of the Company, representing seventy two point zero three percent (72.03%) of the voting capital of the Company, approved, by majority, to effect either (i) the Deregistration, resulting on the Delisting from Novo Mercado; and (ii) the Delisting from Novo Mercado, with migration to the Basic listing Segment of BM&FBovespa, irrespectively of the attainment of the legal condition for the Deregistration, in the scope of the Tender Offer, both conditioned to the realization and settlement of the Tender Offer by the indirect controlling shareholder, Tereos Participations S.A.

Closing of the Meeting and Drawing-up of the Minutes: There being nothing further on the agenda, the floor was offered to whoever wished to take

it and, as no one did, the meeting was adjourned for as long as necessary for drawing-up of these minutes. Upon reopening of the meeting, this minutes was read, approved and signed by the shareholders attending it.

Attending Shareholders: Tereos Agro-Industrie, Tereos, Tereos do Brasil Participações Ltda. (by Marcos Saldanha Proença), Ashmore Emerging Markets Small Cap Equity Fund, Ashmore Sicav In Respect of Ashmore Sicav Emerging Markets Global Small Cap Equity Fund, California Public Employees Retirement System, Florida Retirement System Trust Fund, IBM Diversified Global Equity Fund, NAV Canada Pension Plan, Ontario Public Service Employees Union Pension Trust Fund, State Street Bank And Trust Company Investment Funds For Tax Exempt Retirement Plans, State Street Bk & Tr Co Inv Fd F Tax Exempt Ret Plans - Msci Em Mkts Small Cap Index Sec Lending Fd, Teacher Retirement System of Texas, Utah State Retirement Systems, Public Employees Retirement System Of Ohio (by Daniel Alves Ferreira), Societe Cooperative Agricole et Agro- Alimentaire - Agrial, Noralliance Developpement, Theal, Comptoir Agricole d'Achat et de Vente, Societe Cooperative Agicole Cerena, Themis Agro Industrie, Noriap, Societe Cooperative Agricole Uneal, Acolyance, Axereal Union de Cooperatives Agricoles, Agralys e Epis Centre (by Carlos José Rolim de Mello), Gentil Ferreira de Souza Filho, Gilberto Carvalho Tavares de Melo (by Bruno Caraciolo Ferreira Albuquerque), Maria Tereza de Andrade Sichieri, Maria Heloisa de Andrade Mura, Matesa Comércio e Participações Ltda. (by José André Stucchi Fernandes), Diego Yague Martin.

Presiding Board: Marcus Erich Thieme, Chairman; José André Stucchi Fernandes, Secretary.

I hereby certify that this is a true copy of the minutes drawn up in the proper book.

São Paulo, January 07, 2016.

José André Stucchi Fernandes Secretary