Tereos Internacional SA : Relevant Fact - Corporate Reorganization of Tereos Agro-Industrie and Proposal for Capital Increase through a Private Subscription

São Paulo, June 13th, 2012 RELEVANT FACT Corporate Reorganization of Tereos Agro-Industrie and Proposal for Capital Increase through a Private Subscription

TEREOS INTERNACIONAL S.A. ("Tereos Internacional" or "Company"), a publicly-traded company (BM&FBOVESPA: "TERI3"), with its head office in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima 201, 11th floor , Pinheiros, ZIP code 05426-100, with corporate taxpayer ID number [CNPJ] 11.566.501/0001-56, hereby informs its shareholders and the market in general: (i) on the corporate reorganization involving the controlling shareholder of Tereos Internacional, namely Tereos Agro-Industrie ("TAI"), and TAI's shareholders, Tereos Participations and a group of cereal cooperatives (the "Cereal Cooperatives"), and (ii) the proposal for capital increase through a private subscription approved by the Board of Directors meeting held on June 12, 2012.

I. Corporate Reorganization of Tereos Agro-Industrie

As indicated in the corporate chart below, TAI is the controlling shareholder of Tereos Intenacional, holding directly 83.5% of common shares and indirectly, through Tereos do Brasil, 4.5% of common shares, which amounts to 88% of the common shares issued by the Company. The capital stock of TAI is held, today, by Tereos Participations and by the Cereal Cooperatives.

Current Shareholder Structure

Tereos

UCA

92.7%

Cereal Cooperatives

Tereos

Participations

23.2%

76.8%

Tereos

Agro-Industrie

100.0%

Historical Shareholders

Tereos do Brasil

10.7%

1.3% 83.5%

On June 12, 2012, an agreement was executed providing for a direct participation in the Company to 11 Cereal Cooperatives (Theal, Noralliance Dévéloppement, Axereal, Noriap, Agrial, Comptoir Agricole d'Hochefelden, Uneal, Agralys, Epis-Centre, Acolyance, Thémis Agro-Industrie), which shall hold a total of 19.7% of Tereos Internacional common shares. Thus, the direct participation of Tereos Participations in Tereos Internacional - via TAI and Tereos do Brasil - will be reduced from 88% to 68,3% and the shares of the Cereal Cooperatives will become part of the "Free Float" of Tereos Internacional. In the new corporate structure, there will be no shareholders' agreement, and the shares held by the Cereal Cooperatives will not be subject to any lock-up, being freely negotiable.
The chart below presents the shareholding structure of Tereos Internacional after the completion of the corporate reorganization of TAI, which is estimated to be concluded by July 9th, 2012.

New Shareholder Structure

Tereos

UCA

C.A. d'Hochefelden

Thémis Agro-Industrie

92.7%

Tereos

Epis-Centre

0.5%

1.2%

0.3%

Noralliance Dév.

3.2%

Participations

99%

Acolyance

0.4%

Uneal

0.8%

Axereal

2.7%

Theal

7.9%

Agrial

1.2%

Agralys

Tereos

Agro-Industrie

100.0%

Current Minority

Shareholders

10.7%

Noriap

1.3%

0.5%

Historical Shareholders

Tereos do Brasil

30.4%

New Free Float

1.3% 63.8%

Consequently, Tereos Internacional will have 30.4% of its common shares in the Free Float, while controlling shareholders
will jointly hold 69,6% of total Tereos Internacional's shares.

II. Proposal for the Capital Increase through Private Subscription

In a meeting held on June 12, 2012, the Board of Directors approved a capital increase of Tereos Internacional through a private subscription, within the limit of the authorized capital.
The proposed capital increase will be in the minimum amount of R$252.2 million, upon the issuance of 97 million new common shares fully guaranteed by the controlling shareholder (TAI), and in the maximum amount of R$369.2 million, upon the issue of 142 million new common shares. The maximum amount takes into consideration that all the shareholders of the Company will exercise entirely their preemptive rights for the subscription of the new shares. The proceeds obtained will be used to finance already announced projects in the following proportion: (a) 1/3 for the expansion of starch production in Brazil; (b) 1/3 for the investments in starch in China; and (c) 1/3 for the investments in products diversification of the European ethanol and starch activities.

Av. Brigadeiro Faria Lima, 201

11th floor Room 111 and 112

Pinheiros São Paulo SP Phone: [phone]

Zipcode 05426 - 100 Fax: [phone]

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The issue price approved in the Board of Directors meeting held on June 12, 2012 was of R$2.60 per share. Such price considers a discount of 13.1% over the average closing price of the Company's shares in the last 30 trading days at BM&FBOVESPA, between April 27, 2012 and June 11, 2012. The issue price also represents a discount of 3% compared to today's closing price of R$2.68 per share.
Additional information to shareholders related to the subscription period and other relevant information to the capital increase process will be disclosed in the « Notice to Shareholders » which publication is scheduled to occur on June 15,
2012. The subscription period will start as from the publication of the Notice to Shareholders, opening up within 30 days for the exercise of the preemptive right, based on the shareholding position after market closes on June 14, 2012. The shares of the Company will be traded ex-subscription as from the day June 15, 2012.

FOR FURTHER INFORMATION, PLEASE CONTACT

Marcus E. Thieme

Investors Relations Officer

Felipe F. Mendes

Investors Relations Manager Tel: [phone] [e-mail]

Av. Brigadeiro Faria Lima, 201

11th floor Room 111 and 112

Pinheiros São Paulo SP Phone: [phone]

Zipcode 05426 - 100 Fax: [phone]

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