Reorganisation

Clean Energy Brazil PLC
08 April 2008

8 April 2008

                            CLEAN ENERGY BRAZIL PLC
                     ('CEB', the 'Company' or the 'Group')

                    INTERNALISATION OF INVESTMENT MANAGEMENT

Clean Energy Brazil plc is pleased to announce a reorganisation of the Company
under which CEB will take responsibility for the management of its investments.
This change is geared toward improving returns on the Company's investments in
the Brazilian sugar and ethanol markets and the Board believes such change will
be beneficial for the shareholders in the Company.

Highlights

Since the IPO in December 2006, CEB has successfully invested a total of $214
million in operating assets in Brazil. The Company is now fully invested in
established and greenfield businesses, is fully integrated - from cane to
customer - and has profitable operations. The Board has therefore decided to
reorganise CEB as a self-managed investment company focusing on the production
of sugar, ethanol, electricity and other by-products from its sugar cane
investments in Brazil.

As part of the internalisation, the investment advisory agreement between CEB
and Temple Capital Partners Limited ('TCP') will be terminated and CEB will
acquire Temple Capital Partners Planejamento Empresarial Ltda ('TCP Brazil'),
ensuring that all of the expertise available from that organization will now
reside within CEB.

In consideration for the termination of the investment advisory agreement with
CEB, following an analysis of the supporting calculations performed by KPMG LLC
at the request of the Board, TCP, whose shareholders include the initial
investors in CEB, will receive a payment of $23 million to be satisfied by the
issue of 11,800,000 new ordinary shares in CEB (the 'TCP Consideration Shares').
As a result of the termination of the investment advisory agreement, the
management and performance fees currently and potentially payable to TCP by CEB
pursuant to such agreement will be saved.

The issue of the TCP Consideration Shares will result in a dilution of 8% in
respect of CEB shareholders (except for those CEB shareholders who are also TCP
shareholders and who will, as a result of the termination of the investment
advisory agreement, increase their respective shareholdings in CEB).

Following the reorganisation, the reporting lines within the Company will be
simplified: Marcelo Junqueira, currently a non-executive director of CEB and a
director of TCP and TCP Brazil, will become Chief Executive Officer of CEB.
Peter Thompson, a director of Czarnikow and Chairman of TCP, will become a
non-executive director of CEB. The executive team has also been expanded to
include Mr. John Sam Koutras, a former financial director of CMS Energy, who has
recently been hired as CFO and Mr. Gilberto Mascioli, an executive from TCP
Brazil, who has been recently appointed as COO.

Current Trading

Recent macro economic conditions have impacted positively on commodity prices
with sugar prices rallying 30% during the last three months from around 10.00c
per lb. Both domestic and international ethanol demand remains strong. It is
anticipated that the 2007/08 crop period will achieve an overall sugar/ethanol
price of 13.00c per lb sugar basis. This uplift in the sugar price has enabled
CEB to hedge favourably the two subsequent crops.

In the nine months to 31 January 2008, Usaciga achieved an EBITDA of $2.54
million and net income of $1.74 million on turnover of $13.27 million and
Unialco achieved an EBITDA of $1.61 million and net income of $1.23 million on
turnover of $11.80 million (on an unaudited basis).

Antonio Monteiro de Castro, Chairman of Clean Energy Brazil plc, commented:

'Clean Energy Brazil is now an established investor in the Brazilian sugar cane
sector with good exposure both to the rapidly-growing domestic ethanol market
and the developing international ethanol market. Since the IPO, we have invested
a total of $214 million and now own investments in a number of operating assets
which have been acquired at advantageous prices, are profitable and which we
continue to improve. We are a fully integrated investor in the market - from
cane to customer. Now is the right time to change to a self-managed investment
company and to focus on maximising the operational returns from our
investments.'

Ends

Further enquiries:

Clean Energy Brazil                           Tel: [phone]
Antonio Monteiro de Castro                    [e-mail]
Marcelo Junqueira                             [e-mail]

Numis Securities Limited                      Tel: [phone]
Jag Mundi
Anthony Richardson

Smith & Williamson Corporate Finance Limited  Tel: [phone]
(Nominated Adviser)
Azhic Basirov
David Jones

Fishburn Hedges                               Tel: [phone]
(Financial PR Adviser)                        [e-mail]
Andy Berry                                    [phone]
Morgan Bone                                   [phone]


                            CLEAN ENERGY BRAZIL PLC
                     ('CEB', the 'Company' or the 'Group')

                    INTERNALISATION OF INVESTMENT MANAGEMENT

The Group had originally entered into contractual arrangements with its
investment manager, Temple Capital Partners Limited ('TCP'). TCP in turn had
entered into service agreements with Czarnikow Group Limited ('Czarnikow') and
TCP Brazil. These arrangements gave the Group access to a team of professionals,
enabling it to utilise their knowledge, relationships and understanding of the
sugar cane sector in Brazil to implement the Group's investment strategy. The
Company, through its subsidiaries, invests directly in Brazil's growing sugar
and ethanol industry.

The aim of the reorganisation is to allow CEB to rationalize the management of
its investments and to enhance operational focus on its existing investments. As
part of the reorganisation, the following will take place:

1. Termination of Investment Advisory Agreement

The investment advisory agreement between Clean Energy Brazil Limited (a
wholly-owned subsidiary of CEB) and TCP, pursuant to which TCP provides services
to the Group (the 'Investment Advisory Agreement'), will be terminated for a
consideration of $23 million to be satisfied as set out below .

The Investment Advisory Agreement, which has an initial term of ten years, was
entered into at the time of the Company's admission to trading on AIM in
December 2006. On termination of the Investment Advisory Agreement, CEB will be
represented on the boards of its investee companies by employees of the Group
rather than by representatives of TCP.

The boards of CEB and TCP have agreed that, as consideration for the termination
of the Investment Advisory Agreement and the management fees and performance
fees that TCP is expected to be entitled to pursuant to the terms of such
agreement, new ordinary shares in CEB will be allotted and issued to TCP. The
current value of such management and performance fees has been agreed between
the CEB and the TCP boards as being $23 million and an analysis of the
supporting calculations has been performed by KPMG LLC at the request of the
Board of the Company. In consideration for the termination of the agreement,
11,800,000 new ordinary shares of 1 pence each in the capital of the Company
will be allotted and issued to TCP. Application has been made for these shares
to be admitted to trading on AIM and this is expected to take place on 11 April
2008 ('Admission'). The issue of the TCP Consideration Shares will result in a
dilution of 8% in respect of the shareholders of CEB (except for those CEB
shareholders who are also TCP shareholders and who will, as a result of the
termination of the investment advisory agreement, increase their respective
shareholdings in CEB). Certain of the TCP shareholders, namely Agropecuaria
Orlando Prado Diniz Junqueira ('Agrop'), Czarnikow and Numis Corporation Plc,
have each undertaken to the Company that, except in certain limited
circumstances, they will not dispose of the TCP Consideration Shares each of
them respectively acquire (amounting in aggregate to approximately 7.56 million
CEB ordinary shares) for a period of 2 years following Admission.

2. Acquisition of TCP Brazil

CEB will acquire an 88% equity interest in TCP Brazil for a nominal
consideration. Consequently, TCP Brazil will become responsible for the
day-to-day management of the Company's investment activities.

3. Provision of Czarnikow's services

Going forward, Czarnikow will continue to provide services directly to CEB's
investee companies.

4. Board changes

Mr Marcelo Junqueira, who is currently a non-executive director of the Company,
and is a director of TCP and TCP Brazil, will be appointed as Chief Executive
Officer of the Company and Mr Peter Shaun Duncan Thompson (aged 48), a director
of Czarnikow and Chairman of TCP, will be appointed as a non-executive director
of the Company. Mr Thompson holds 105,264 ordinary shares in the Company and
warrants to subscribe for 179,104 ordinary shares.

Once implemented, the reorganisation as outlined above will streamline the
Group's operating structure, bringing the management of the business within the
Group and making the Group's corporate structure more transparent. In turn, this
will lower operating costs and remove the participation of TCP as the investment
manager in the performance of the Group, for the benefit of the Company's
shareholders.

Related party transactions

The termination of the Investment Advisory Agreement and the acquisition of TCP
Brazil (although the acquisition is not material in the context of the Group as
a whole) are related party transactions.

The directors of CEB (with the exception of Marcelo Junqueira, who is a 20%
shareholder in TCP, was a 94% shareholder in TCP Brazil and is a director of
both companies) consider, having consulted with the Company's nominated adviser,
that the terms of the transactions are fair and reasonable insofar as the
Company's shareholders are concerned.





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