RATINGS RATIONALE

The B2 CFR reflects a mid-chemical-cycle positioning for a chemical player with an adequate business profile when compared to direct competitors in the PET industry, but still vulnerable to major risks related to the cyclicality and volatility of its reference niche market.

More specifically, the B2 CFR reflects our recognition of the Company's niche market position in North and Latin America, the relatively modest size of M&G compared with most of its rated chemical peers, its lack of vertical integration, its medium to low historical profitability and the relatively fragile debt capital structure, characterized by a large exposure to short term bank facilities in Brazil and Mexico for which the company is seeking rollover agreements on an annual basis.

The rating also takes into account the relatively weak financial performance and credit metrics recorded by M&G in 2009, as a result of the global financial crisis, as well as the improvements achieved in 2010 and 2011, mainly driven by higher PET margins, which in turn lead to better credit metrics. Moody's considers M&G's financial profile to be vulnerable in a downside scenario, due to (i) the company's relatively high historical PET margin volatility, due to key feedstock prices correlated to oil-price movements; and (ii) its relatively high level of debt, both in absolute terms and with reference to EBITDA (as adjusted by Moody's).

Liquidity

M&G's liquidity profile in the next 12 to 18 months is adequate. Main sources of liquidity are EUR 81 million in cash balances and EUR 36 million available under committed long term revolving credit facilities (as of 31 March 2012), as well as operating cash flows, which Moody's expects will be positive, assuming PET margins remain within the range recorded in the past three years. These resources are expected to be sufficient to address the expected cash outflows, mainly represented by debt repayments of c. EUR 94 million in 2012 and EUR 89 million in 2013. Other scheduled outflows are modest, and mainly related to maintenance capex in the region of Eur 6 million per quarter, while no dividend is expected to be paid.

Furthermore, M&G finances its working capital requirements by borrowing under c. EUR 170 million short-term bi-lateral facilities with several relationship banks in Mexico and Brazil. Brazilian and Mexican lenders typically provide short term loans for working capital purposes, which generally are rolled over at maturity. Moody's positively notes that so far M&G was able to routinely roll over the vast majority of its short term bank facilities every year, even during the peak of the last recession in 2009, and more recently it was able to extend to 2015 the maturity of two large revolver Mexican bank facilities totaling USD 160 million and originally due in early 2012 and 2013 respectively. Moody's expects that the company will continue to be able to proactively manage the short term maturity profile of its several bilateral facilities borrowed in Brazil and Mexico, in line with its past practice, and to retain adequate headroom under its committed long term revolving bank facilities and its financial covenants.

Rating Outlook

The outlook is negative, and reflects Moody's concerns related to the vulnerability of the debt structure of the company in a potential downturn scenario, due to the large amount of short term debt, and the recurring need to roll over a substantial amount of bilateral facilities on an annual basis to preserve an adequate liquidity headroom.

WHAT COULD CHANGE THE RATING UP/DOWN

We consider a rating upgrade as unlikely, at least until the company improves its debt structure and materially reduces its substantial reliance on short term facilities.

We would consider downgrading the rating in case of a material deterioration in the operating performance, resulting in (i) lower profitability over a prolonged period, with the adjusted EBITDA margin materially below 10%; (ii) negative FCF generation; (iii) a total Gross Debt/EBITDA ratio exceeding 5x; (iv) a materially weaker liquidity position, which might result from an insufficient rescheduling of short term debt obligations; and/or (v) a breach of the financial covenants. Any decision to progress on the capex plan in the US without adequate committed long term funding, including substantial equity, to cover the whole project, could put negative pressure on the rating. Furthermore, a reduced degree of transparency from the company to enable Moody's to monitor the liquidity and financial profile would contribute towards a negative review of the rating.

PRINCIPAL METHODOLOGY

The principal methodology used in rating Mossi & Ghisolfi International S.A. was the Global Chemical Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Mossi & Ghisolfi International S.A. is one of the leading international producers of PET, a thermoplastic polymer resin of the polyester family used for packaging applications, especially for the beverage, food and personal care industries. As a result of an international expansion strategy begun in 2001, M&G has become the world's second-largest producer of PET in terms of installed capacity, and the largest producer in the combined North and South American region. The company currently owns three production sites, strategically located in the United States, Brazil and Mexico. The sites have a total PET nominal capacity of 1.7 million tons per year. In 2011, M&G reported consolidated revenues of EUR1.87 billion and EBITDA of EUR154 million.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

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Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history. The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

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Gianmarco Migliavacca Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Olivier Beroud Managing Director Corporate Finance Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Releasing Office: Moody's Investors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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