Microsoft Word - 20151211_Comunicado ao Mercado_Renuncia_FINAL_ENG



São Paulo, December 11th, 2015


NOTICE TO THE MARKET


Resignation of Board Member Maria Tereza de Andrade Sichieri



TEREOS INTERNACIONAL


S.A. ("Tereos Internacional" or "Company"), publicly-held

company (BM&FBOVESPA: "TERI3"), hereby informs its shareholders

and the market in

general, that Mrs. Maria Tereza de Andrade Sichieri submitted to the management of the Company her letter of resignation to the office of Independent Member of the Board of Directors of the Company. The letter clarifies that the resignation was motivated by the interest of Mrs. Sichieri to participate, as a minority shareholder, in an freely way in the

process of the unified tender

offer of the shares of the Company, disclosed through the

Material Fact of December 4th, 2015, without being bound to the management of the Company.


With the resignation of Mrs. Sichieri, the Board of Directors will be composed of eight (8)

members, from which three

(3) of those are independent, duly complying with the

requirement provided on item 4.3. of Novo Mercado Rules, related to the obligation of the Company to have a Board of Directors composed of, at least, twenty percent (20%) of "Independent Members" (as defined on item 2.1 of Novo Mercado Rules)


The Board of Directors shall define if an alternate will be nominated to occupy such office

until the next general shareholders meeting, under the terms of

Article 150, of the

Corporations Law, or if an Extraordinary General Shareholders Meeting will be called to deliberate about the reduction of the number of effective members of the Board of Directors for the current term, from nine (9) to eight (8) members.


FOR FURTHER INFORMATION, PLEASE CONTACT:


Marcus E. Thieme

Investor Relations Executive Officer

Felipe F. Mendes Investor Relations Manager Tel: +55 (11) 3544-4900

ri@tereosinternacional.com

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