PlanoAgrenco

Accelera'ng the recovery of the Agrenco Group through the GEM

financing line Proposal to the creditors of the Agrenco Group from the Board of Agrenco Ltd

February 3, 2011

Summary

• On February 1, Agrenco Ltd entered into an agreement with GEM, providing the company with a financing-‐line of up to BRL 130 million

• Such financing can be achieved by Agrenco Ltd shareholders pledging their shares in the company to GEM

• This creates an aKrac've opportunity for creditors and shareholder of Agrenco, as it will provide the needed capital to the group and allow for opera'ons to start

• With the proposed plan, the creditors may expect a total pay-‐back over a 7-‐10 year period

• If the plan is approved as proposed, the likelihood of Agrenco Ltd raising addi'onal capital in the market is high, thus further shortening the creditor pay-‐back 'me

• Therefore, Agrenco Ltd, supported by its shareholders, is asking the creditors to bring this plan for vo'ng as soon as possible

BRL 130 million financing agreement signed with GEM on Feb 1 2011

• GEM Global Yield Fund Limited is one of the investment vehicles of The Global Emerging Markets Group

• GEM is a $3.4 billion alterna've investment group founded in 1991 with 275 completed transac'ons in over 55 countries.

• Offices in New-‐York, Paris and Geneva

• GEM funds include: CITIC / GEM Fund; VC Bank / MENA GEM Fund; Kinderhook Industries LP; GEM Global Yield Fund Ltd and GEM India Advisors.

• Have done similar deals in Brazil before

• Innova've financing model crea'ng mutual security

• No risk for exis'ng creditors (No subordina'on)

Structure of GEM-‐financing (simplified model)

Agrenco Holding B.V.

Agrenco Ltd GEM

BRL 130 mill

Brazilian en''es

Agrenco Netherlands

1) Agrenco Holdgin B.V. lends shares to Agrenco Ltd

2) Agrenco Ltd uses these as guarantee for GEM

3) GEM provides financing to Agrenco Ltd.

4) Capital channeled to opera'ng companies in Brazil Available working capital

Produc'on Start re-‐payment of

creditors

Note: Must be taken out of bankruptcy

Key elements of the plan proposed to the creditors

• Agrenco Ltd draws on the GEM-‐line as illustrated in the model • Through the GEM-‐line, Agrenco Ltd will make available the needed

opera'ng capital to start producing at the two plants • Competent, experienced management to be put in place (pre-‐

nego'ated agreement with most experienced industry prac''oners) • The plants will be run, in line with the PRJ, but with important

improvements to accelerate pay-‐back 'me to creditors and maximize EBIDTA.

• This includes processing of high margin specialty products and sale of Carbon Credits

• Agrenco Netherlands N.V. taken out of bankruptcy, and the complete company structure remains

• This is will improve confidence in the company and also to allow for channeling of funds from Agrenco Ltd to the Brazilian opera'ng en''es

Key elements of the plan proposed to the creditors con'nued

• A unified corporate governance structure throughout the group, acceptable to both creditors and shareholders

• Incen've structure in place to ensure a more aKrac've pay-‐back plan to creditor group but also op'mal share-‐price development

• A new era of collabora'on and harmony among the various stake-‐holder groups.

• Ensure a Board-‐composi'on with competent people acceptable to both creditors and shareholders.

• Pursue interest from mul'ple na'onal and interna'onal players who have expressed interest in inves'ng in the company.

• GEM only the first step in a larger capitaliza'on plan

Projected cash flow – 7-‐10 year payback

Key assump'ons -‐ conserva've

• The calcula'on is conserva'vely based on es'mated soy complex market prices for May 2011

• The factories will produce High Protein and Super High Protein meal -‐ NON GMO at AA and GMO at Caarapo

• The prices used for energy are on the low side: R$ 83/Mwh for spot and R$ 132/Mwh for long term contracts

• Due to higher commodity prices, the corresponding biodiesel price has been es'mated to R$ 2350/m3

• Sale of carbon credit only from the second year and only for energy • Addi'onally, only included for electricity produc'on and nothing for

bio-‐diesel. This could give another USD 10-‐15 million annually if produced according to approved Agrenco methodology

• With less conserva've assump'ons, using up to date market prices, the pay-‐back 'me would be less than 7 years.

Proposed corporate governance scheme

• The legal structure of the group stays as assumed under the PRJ • Board composi'on to be agreed on by creditors and shareholders according

to the following principles – Relevant industry exper'se – Complimentary skills – Integrity – Non-‐conflicted

• CEO to be named by the Board. Creditors have a right to approve the indica'on.

• Repayment of creditors to follow strict scheme. No dividend-‐payment allowed unless creditor re-‐payment targets are met

• Lean and mean administra'on to minimize costs. • Management incen'ves for max EBIDTA, share-‐price development and re-‐

payment of creditors according to target plan

What are the benefits to the creditors?

• As it stands today, only viable source of opera'ng capital (including WC) • The GEM-‐deal is structured in order to maximize the incen'ves for the

company to become highly profitable • That is also what will lead to the faster re-‐payment to the creditors • In the original PRJ, it was es'mated a pay-‐back period of 14 years. With the

current delays, this may be closer to 20 years, unless the plan is improved • The plan proposed by Agrenco Ltd, realis'cally cuts this period to 7-‐9 years. • With the company out of legal proceedings, progress can be achieved faster • Less work and follow up for the creditors • Posi've atmosphere to prevail • The stock-‐market will gain addi'onal faith in the company, making it possible

later to raise addi'onal capital for faster repayment • The GEM-‐financing line does not in any way deteriorate security posi'on of

exis'ng creditors, as whole line is guaranteed by shareholder assets • Interest from mul'ple na'onal and interna'onal players to invest in the

company already shown

Important condi'ons by Agrenco Ltd to provide capital

• A unified, corporate governance structure at all levels • Agreement on individuals that are mutually acceptable on

Board level • Corporate structure of the group remains whole • All legal proceedings stopped • Stand-‐s'll agreement at all levels • The company taken out of Recupera'on Judicial when

possible (to be explored jointly with creditor group) • Opera'ng management must be experienced industry

professionals • Company to build up its own industrial management team • Personal guarantees cancelled • Company allowed to operate as a normal company,

however with a clear pay-‐back plan to creditors based on EBIDTA genera'on

• Open dialogue directly with the creditors

Summary

• On February 1, Agrenco Ltd entered into an agreement with GEM, providing the company with a financing-‐line of up to BRL 130 million

• Such financing can be achieved by Agrenco Ltd shareholders pledging their shares in the company to GEM

• This creates an aKrac've opportunity for creditors and shareholder of Agrenco, as it will provide the needed capital to the group and allow for opera'ons to start

• With the proposed plan, the creditors may expect a total pay-‐back over a 7-‐10 year period

• If the plan is approved as proposed, the likelihood of Agrenco Ltd raising addi'onal capital in the market is high, thus further shortening the creditor pay-‐back 'me

• Therefore, Agrenco Ltd, supported by its shareholders, is asking the creditors to bring this plan for vo'ng as soon as possible

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