Filed by Suzano Papel e Celulose S.A. pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Fibria Celulose S.A.

Filer’s Commission File Number: 333.198.020

Subject Company’s Commission File Number: 001-15018

Date: August 10, 2018

Announcement Regarding the Merger

On August 9, 2018, Suzano Papel e Celulose S.A., a Brazilian corporation (“Suzano”), filed the following documents with the Brazilian Exchange Commission (“CVM”) in connection with the transaction to combine the operations and the shareholder bases of Suzano and Fibria Celulose S.A. (“Fibria”):

 

1.

Material Fact, regarding the declaration of effectiveness issued by the U.S. Securities and Exchange Commission with respect to the registration statement filed by Suzano on Form F-4 with respect to the proposed Fibria business combination transaction (Exhibit 1);

 

2.

Call Notice, inviting the Shareholders of Suzano to the Extraordinary Shareholders Meeting to be held on September 13, 2018, at 9:30 a.m. (“Shareholders Meeting”), at the registered office of Suzano, to consider and vote on the agenda described therein, in accordance with the Management Proposal of Suzano (Exhibit 2);

 

3.

Management Proposal of Suzano with respect to the Shareholders Meeting, together with its appendices (Exhibit 3);

 

4.

Proxy Statement with respect to the Shareholders Meeting (Exhibit 4); and

 

5.

Presentation of Suzano’s results for the second quarter of 2018, which includes summary information on the timeline for the proposed Fibria business combination transaction, along with an update on the status of key steps and financing for the transaction (Exhibit 5).

Free translations into English of the above-mentioned documents are attached as Exhibits to this Form.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to subscribe for or buy shares, nor is it a substitute for any offer materials that Suzano may file with the U.S. Securities and Exchange Commission (“SEC”). No offer of securities will be made in the United States except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or pursuant to an exemption therefrom.

Additional Information and Where to Find It

In connection with the proposed transaction, Suzano may file with the SEC relevant materials, including, in the case of a registered offering in the U.S., a registration statement on Form F-4 containing a prospectus and other documents regarding the proposed transaction. INVESTORS ARE URGED TO READ THE FORM F-4 AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SUZANO, FIBRIA AND THE PROPOSED TRANSACTION AND RELATED MATTERS. The Form F-4 and all other documents filed with the SEC in connection with the proposed transaction will be available when filed, free of charge, on the U.S. SEC’s website at www.sec.gov. In addition to the Form F-4 and all other documents filed by Suzano with the SEC in connection with the proposed transaction will be made available, free of charge, on Suzano’s website at http://www.suzano.com.br.

Forward-Looking Statements

This communication may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company or the transaction, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

 

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EXHIBIT 1

SUZANO PAPEL E CELULOSE S.A. Publicly-Held Company with Authorized Capital CNPJ/MF No. 16.404.287/0001-55 NIRE 29.3.0001633-1 | CVM Code No. 13986		FIBRIA CELULOSE S.A. Publicly-Held Company CNPJ/MF No. 60.643.228/0001-21 NIRE 35.300.022.807 | CVM Code No.12793

MATERIAL FACT

São Paulo, August 9, 2018—Suzano Papel e Celulose S.A (“Suzano”) (B3: SUZB3) and Fibria Celulose S.A. (B3: FIBR3 | NYSE: FBR) (“Fibria” and collectively with Suzano, the “Companies”), in compliance with article 157, paragraph 4 of Law No. 6,404/1976, as amended (“Brazilian Corporation Law”), Instruction No. 358, dated as of January 3, 2002 of the Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários—“CVM”), as amended, and CVM Instruction No. 565, dated as of June 15, 2015, hereby jointly inform its shareholders, the market in general and other interested parties that, on August 8, 2018, the declaration of effectiveness was issued by the Securities Exchange Commission of the United States of America (“SEC”) for the registration statement filed by Suzano with SEC for purposes of calling and holding and approval the Extraordinary Shareholders’ Meetings (“Shareholders’ Meeting”) of Suzano and of Fibria, to be held at first call on September 13, 2018, as provided for in the Call Notices published on this date, of the proposed corporate reorganization for the combination of operations and shareholders bases of Suzano and of Fibria, which was the object of the Voting Agreement and Other Obligations entered into on March 15, 2018 (“Transaction”) disclosed by the Companies through Material Facts published on March 16, 2018, pursuant to the terms and conditions of the protocol and justification entered into by and between the managers of Suzano, Fibria and Eucalipto Holding S.A. (“Holding”) (“Protocol and Justification”), approved by the Boards of Directors of Suzano and Fibria during the meetings held on July 26, 2018 and disclosed by the Companies on the same date.

The Transaction will also be submitted to the approval of the Extraordinary Shareholders’ Meeting of Holding, to be held on the same date scheduled for the Shareholders’ Meetings of Suzano and of Fibria.

 

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1.	Companies Involved in the Transaction and Their Activities

 

1.1.

Suzano

(a) Identification. SUZANO PAPEL E CELULOSE S.A., publicly-held company, enrolled with the CNPJ/MF under No. 16.404.287/0001-55, with headquarters in the city of Salvador, State of Bahia, at Avenida Professor Magalhães Neto, No. 1752, 10º andar, salas 1010 e 1011, Pituba, CEP 41810-012.

(b) Activities. Suzano is engaged and will continue to be engaged after the Transaction, primarily in the manufacturing, trading, import and export of pulp, paper and other products derived from the processing of forest materials, including their recycling, as well as of products related to the printing sector, in the development and exploitation of homogeneous forests owned by Suzano or by third-parties, either directly or through contracts with companies specialized in forestry and forest management, in the management of port terminals and in holding equity interest in other companies or ventures.

 

1.2.

Fibria

(a) Identification. FIBRIA CELULOSE S.A., publicly-held company, enrolled with the CNPJ/MF under No. 60.643.228/0001-21, with headquarters in the city of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, No. 302, 3º e 4º (Parte) andares, Edifício Vila Olímpia Corporate, Torre B, Vila Olímpia, CEP 04551-010.

(b) Activities. Fibria is engaged and will continue to be engaged after the Transaction, primarily in the wholesale and retail trade and manufacture of pulp and other derived products, company-owned or owned by third parties, as well as to the development and exploitation of forests owned by Fibria or by third parties, either directly or through contracts with companies specialized in forestry and forest management. After the completion of the Transaction, will become a wholly-owned subsidiary of Suzano. Following the Transaction, Fibria will be deregistered as a publicly-held company.

 

1.3.

Holding

(a) Identification. EUCALIPTO HOLDING S.A., closely-held company, enrolled with the CNPJ/MF under No. 29.339.648/0001-79, with headquarters in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 1355, 8º andar, sala 2, Pinheiros, CEP 01452-919.

(b) Activities. Holding is a non-operational company, primarily engaged in holding equity interest in other companies, and whose outstanding shares are, as of this date, fully held by Suzano, and which will be wound-up as a result of the Transaction.

 

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2.	Description and Purpose of the Transaction

 

2.1.	Description of the Transaction

The Transaction shall comprise the following steps, all interdependent and related among them, which completions will be subject to the applicable corporate approvals as well as to the compliance with the conditions precedent set forth in the Protocol and Justification and described in item 5 below, all such steps to be coordinated in order to occur on the same date:

(a) Capital increase of the Holding, upon the issuance of new ordinary, registered shares with no par value, in an amount determined pursuant to the terms of the Protocol and Justification, such that the number of ordinary shares subscribed by Suzano represent after the issuance set forth in item (b), sixty-one percent (61%) of the total ordinary shares and forty-four percent (44%) of the total capital of Holding, which shall be fully paid-in by Suzano, either directly or through any of its Affiliates (as defined in the Protocol and Justification), in Brazilian currency, until the Transaction Completion Date (as defined in item 5 below), for the total issuance price equal to the Redemption Value of the Holding’s Redeemable Preferred Share (as defined in the item 2.2 below), a portion of which, to be defined at the extraordinary shareholders’ meeting of Holding, shall be allocated to the constitution of a capital reserve, being that, in case of subscription of such shares by an Affiliate of Suzano, they will be fully transferred to Suzano before or at the Transaction Completion Date, in such manner as may be determined by Suzano (“Holding’s Capital Increase”);

(b) On the same date, as a subsequent and interdependent act of Holding’s Capital Increase, merger of all the shares issued by Fibria into Holding, by its economic value, resulting in the issuance, by Holding, on behalf of the shareholders of Fibria that own the merged shares (“Fibria’s Shareholders”), of ordinary shares and of redeemable preferred shares issued by Holding, it being certain that, for each ordinary share issued by Fibria one (1) ordinary share and one (1) redeemable preferred share issued by Holding shall be delivered, as set forth in item 4.1 of the Protocol and Justification (“Merger of Fibria’s Shares”). After the Merger of Fibria’s Shares is completed, Fibria shall keep its own legal personality and equity, there being no legal succession;

(c) On the same date, as a subsequent and interdependent act of the Merger of Fibria’s Shares, redemption of all the preferred shares issued by Holding, upon payment, for each one (1) preferred share issued by Holding that is redeemed, of the Redemption Value for Each One of the Holding’s Redeemable Preferred Share, as defined below (“Redemption”). Once redeemed, Holding’s preferred shares will be canceled against capital reserve; and

 

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(d) On the same date, as a subsequent and interdependent act of the Redemption, merger of Holding into Suzano, at book value of the shareholders’ equity of Holding (already taking into consideration the effects of Holding’s Capital Increase, the Merger of Fibria’s Shares and the Redemption), with the consequent winding-up of Holding and succession, by Suzano, in all its assets, rights and obligations, with the consequent migration of Fibria’s Shareholders to Suzano’s shareholder base (“Holding’s Merger”).

The base date of the Transaction will be March 31, 2018 (“Base Date”).

As a result of the Transaction, the number of Suzano’s outstanding shares will be increased by the number of shares issued in favor of Fibria’s Shareholders after the Merger of Holding. Upon completion of the Transaction, Fibria’s shares will cease to be traded and its shareholders will become holders of Suzano’s shares, pursuant to the exchange ratio set forth in item 4.3 below.

Although the steps above are subsequent to one another, all of them are part of one sole legal transaction, it being a requisite that each of the steps will not be individually effective without the others also becoming effective and fully implemented as a whole.

 

2.1.1.

Appraisal Report and Appraisers

Suzano’s management, on behalf of Suzano and of the Holding, retained the services of (a) Ernst & Young Assessoria Empresarial Ltda., enrolled with CNPJ/MF under No. 59.527.788/0001-31 (“EY”) to appraise and determine the economic value of Fibria’s shares to be merged into Holding (“Appraisal Report of Fibria’s Shares”); and (b) PricewaterhouseCoopers Auditores Independentes, enrolled with CNPJ/MF under No. 61.562.112/0001-20 (“PwC”) to appraise and determine the book value of the shareholders’ equity of Holding to be transferred to Suzano by reason of Holding’s Merger (“Appraisal Report of Holding”).

 

2.2.	Purpose of the Transaction

The purpose of the Transaction is to combine Fibria’s and Suzano’s operations and shareholder bases, turning Fibria into a wholly-owned subsidiary of Suzano. Considering that the outstanding capital stock of Fibria is represented, on the Transaction Completion Date, by five hundred and fifty-three million, eighty thousand, six hundred and eleven (553,080,611) ordinary, ex-treasury shares, disregarding the shares resulting from the vesting of stock option plans, and Suzano’s outstanding capital stock is represented, on the Transaction Completion Date, by one billion, ninety-one million, nine hundred and eighty-four thousand, one hundred and forty-one (1,091,984,141) ordinary, ex-treasury shares, disregarding the shares resulting from the vesting of stock option plans, and subject to the provisions of Section 2 of the Protocol and Justification, the Transaction will result in the receipt, by Fibria’s shareholders, for each ordinary share issued by Fibria that they own at the referred date of:

(i) cash payment in Brazilian currency of fifty-two Reais and fifty cents (R$ 52.50) (“Cash Installment”), adjusted by the CDI variation verified between March 15, 2018 and the Financial Settlement Date, and also in accordance with item 4.2 below (after the adjustments, the “Redemption Value for Each One of the Holding’s Redeemable Preferred Share”), to be paid cash, in a single installment, at the Transaction Completion Date (“Financial Settlement Date”); and

 

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(ii) Zero point four six one one (0.4611) ordinary share issued by Suzano (“Exchange Ratio”), adjusted pursuant to the provisions of the Protocol and Justification (after the adjustments, the “Final Quantity of Suzano’s Shares per Holding’s Ordinary Shares”).

 

3.	Main Benefits, Costs and Risks of the Transaction

 

3.1.	Main Benefits

It is sought, with the Transaction, to create a solid company, owning first-line and strategically located assets, able to efficiently supply customers in all continents with its products.

The integration of the Companies’ activities will allow for synergy gains to be obtained as a result of the reduction in forestry, logistics and administrative operational costs and risks, with significant efficiency gains to the Companies.

 

3.2.

Costs

The Companies estimate that the total costs and expenses for the execution and completion of the Transaction, including the costs with the drafting and publication of the corporate documents, and valuation experts’ fees and other professionals hired will be of approximately ninety-seven millions Reais (R$ 97,000,000.00).

 

3.3.

Risks

The Transaction aims to integrate Suzano’s and Fibria’s businesses and take advantage of the synergies obtained from this integration. Notwithstanding, the Transaction has a number of requisites and conditions that must be fulfilled in order for the Transaction to take place, including the approval by the competition authorities in Brazil and abroad, which may reject the Transaction or even approve it with restrictions, which may be structural (e.g., assets disposal) and/or behavioral (e.g. commitment and market monitoring clauses).

 

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In this context, even if approved by the Shareholders’ Meetings of Suzano and of Fibria, the Transaction may not be concluded or be concluded with a combination of assets and transactions different from the initially proposed one, which could impact the expected efficiency profit between Suzano and Fibria.

In addition, the market value of Suzano’s and Fibria’s ordinary shares, at the time of completion of the Transaction, may vary significantly from its price on the base date for the Transaction, March 31, 2018, and on the date in which the Protocol and Justification was executed. The share price change may occur as a result of a variety of factors which are beyond Suzano’s and Fibria’s control, including changes in the Companies’ business, transactions and projections, transaction schedule, regulatory issues, general market and economic conditions, including exchange rates, whether nationally or internationally, as well as other factors that impact the industry.

Accordingly, the success of the Transaction will depend in part on the Companies’ ability to carry out growth opportunities and cost savings resulting from the combination of Suzano’s and Fibria’s businesses. There is no certainty, however, that such opportunities and economies will be successful. If such objectives are not achieved successfully, the expected benefits of the Transaction may not occur fully or entirely or may take longer than expected to occur.

Suzano and Fibria operate and, until the consummation of the Transaction, will continue to operate independently. Both Companies will have important challenges in consolidating functions, integrating organizations, processes and operations in an optimized and efficient manner, as well as in the retention of personnel. The integration of the Companies will be complex and time consuming and the management of both Companies will have to dedicate substantial resources and efforts to its implementation. The integration process and other sensitivities of the Transaction may result in challenges for each of the Companies in their respective business courses which may adversely affect their ability to maintain their relationships with customers, suppliers, employees and others with whom the Companies interact, or adversely affect the achievement of the expected benefits of the Transaction.

After the Transaction, Suzano’s and Fibria’s revenues and results will be consolidated by Suzano, so any future negative results of any of the Companies may affect the consolidated result for Suzano’s shareholders and for Fibria’s shareholders that will become shareholders of Suzano.

 

4.	Exchange Ratio and Criteria for Determining the Exchange Ratio

 

4.1.	Merger of Fibria’s Shares

Fibria’s shareholders will receive new ordinary shares and redeemable preferred shares issued by Holding, all registered and with no par value, in substitution of its ordinary shares of Fibria, in the proportion of one (1) ordinary share and one (1) redeemable preferred share issued by Holding for each ordinary share issued by Fibria (considering the adjustments mentioned in the paragraph below).

 

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The exchange ratio of the shares issued by Fibria for ordinary and preferred shares issued by Holding, as a result of the Merger of Fibria’s Shares shall be proportionally adjusted in the event of a change in the number of shares of Fibria’s capital stock set forth in items 1.1 and 2 of the Protocol and Justification, including as a result of any and all splits, reverse share splits and bonuses of Fibria’s shares occurred as of March 15, 2018.

Any splits of Holding’s shares shall not impact the exchange ratio set forth above.

 

4.2.	Redemption

On the same date of the Merger of Fibria’s Shares, as a subsequent and interdependent act, the preferred shares issued by Holding will be automatically redeemed, upon payment, for each one (1) preferred share issued by Holding that is redeemed, of the Redemption Value for Each One of the Holding’s Redeemable Preferred Share, subject to the adjustments provided for in the Protocol and Justification, including the adjustment by the CDI variation from March 15, 2018 until the Financial Settlement Date, as well as adjustments arising from dividends, interest on capital and other proceeds declared and/or paid by the Companies, as from March 15, 2018 and with reporting date of the shareholder bases (ex date) until and including the Transaction Completion Date, except for the mandatory minimum dividends already proposed by Suzano’s management on February 7, 2018 and by Fibria’s management on January 29, 2018.

 

4.3.	Holding’s Merger

As a result of Holding’s Merger, Fibria’s shareholders (at this point, already shareholders of Holding), will receive the Final Quantity of Suzano’s Shares per Holding’s Ordinary Shares, equivalent to zero point four six one one (0.4611) ordinary share issued by Suzano for each ordinary share issued by Fibria, considering the adjustments mentioned below, as replacement for Holding’s ordinary shares held by them.

The exchange ratio of shares issued by Holding for shares issued by Suzano shall be proportionally adjusted in the event of a change in the number of shares of Fibria’s and/or of Suzano’s capital stock set forth in items 1.1 and 2 of the Protocol and Justification, including as a result of splits, reverse share splits and bonuses of Suzano’s shares.

Holding’s shares held by Suzano will be cancelled upon Holding’s Merger. For each ordinary share issued by Holding, the Final Quantity of Suzano’s Shares per Holding’s Ordinary Shares will then be issued.

 

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Any fractions shares issued by Suzano arising out of Holding’s Merger will be subject to reverse split into whole numbers and then sold in the stock market managed by B3 SA—Brasil, Bolsa e Balcão (“B3”), after the completion of the Transaction, pursuant to the notice to shareholders to be disclosed in due course. The proceeds of such sale will be made available net of fees to the former shareholders of Fibria holders of the respective fractions, proportionally to their participation in each share sold.

 

4.4.	Criteria for Determining the Exchange Ratio

The exchange ratios were negotiated between independent parties (on the one side, the controlling shareholders of Suzano and, on the other side, the controlling shareholders of Fibria). Furthermore, Suzano’s and Fibria’s managements, individually, hired advisory services from investment banks of international standing to assist its respective Boards of Directors in the process of informed decision making regarding financial parameters of the Transaction.

 

5.	Conditions Precedent to the Transaction

The completion of the Transaction shall be subject to the compliance of certain conditions precedent, pursuant to article 125 of the Brazilian Civil Code and to the Protocol and Justification, among of which are the:

(a) approval of the Transaction by the Brazilian Council of Administrative and Economic Defense – CADE, in Brazil;

(b) approval of the Transaction by the Federal Trade Commission – FTC and/or the Department of Justice – DOJ, as applicable, in the United States of America;

(c) approval of the Transaction by the European Commission, in the European Union;

(d) approval of the Transaction by the Ministry of Commerce – State Administration for Market Regulation – SAMR, in the People’s Republic of China;

(e) prior approval by the National Agency for Water Transportation—ANTAQ;

(f) obtaining the declaration of effectiveness by the SEC of the registration statement filed by Suzano with the SEC for the purposes of calling, holding and approving the Transaction at the Extraordinary General Meeting of Fibria and of Suzano;

 

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(g) non-existence of any law or order issued or enacted by a competent government authority (including the Federal Court of Auditors), or judicial authority or arbitration court which prevents the completion of the Transaction;

(h) non-occurrence of Material Adverse Effect, as defined in the Protocol and Justification;

(i) compliance, by the Companies, of their respective material obligations pursuant to this Protocol and Justification; and

(j) Suzano’s and Fibria’s representations and warranties contained in this Protocol and Justification shall be true and accurate, in all their material aspects, as of the Transaction Completion Date.

The condition provided for in item (h) (non-occurrence of Material Adverse Effect) may be waived at any time by Suzano, by means of a written notice. The conditions provided for in items (i) and (j) may be waived at any time by the non-defaulting party by means of a written notice.

Once the conditions precedent are implemented or waived, any of the Companies may notify the other about the implementation of the Conditions Precedent and the Companies shall disclose a notice to the market informing, at least, the date on which the Transaction shall be completed. The date on which the Transaction shall be closed shall correspond to the forty-fifth (45^th) day (or, if such is not a business day, the next following business day) counted from the publication of the referred notice to the market.

 

5.1.	Conditions Precedent Already Implemented

The condition precedent set forth in item (b) above was implemented on May 31, 2018 and the condition precedent set forth in item (f) was implemented on August 8, 2018. The Companies will maintain the market informed on the implementation of the remaining conditions precedent.

 

6.	Exchange Ratio Calculated in Accordance with Article 264 of the Brazilian Corporation Law

The exchange ratios were negotiated between independent parties (on the one side, Suzano and its controlling shareholders and, on the other side, the controlling shareholders of Fibria) and there will be no withdrawal right as a result of Holding’s Merger, as mentioned in item 4.7 of the Protocol and Justification. Notwithstanding, Suzano, for informational purposes and since, it is at the date of Holding’s Merger, the controlling shareholder of Holding, has also requested EY, to prepare the appraisal report provided for in article 264 of the Brazilian Corporation Law, appraising both equities pursuant to the same criteria and on the same date, at market value.

 

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7.	Withdrawal Right and Reimbursement Amount

 

7.1.	Withdrawal Right on the Merger of Fibria’s Shares

Pursuant to articles 137 and 252, paragraph 2, of the Brazilian Corporation Law, if the Transaction is completed, the Merger of Fibria’s Shares by Holding will entitle the holders of shares issued by Fibria to the withdrawal right.

The withdrawal right shall be assured to Fibria’s shareholders who uninterruptedly hold Fibria’s shares from the date of execution of the Protocol and Justification (July 26, 2018) up to the Transaction Completion Date, and do not vote favorably for the Merger of Fibria’s Shares, abstain or do not attend the Shareholders’ Meeting, and who expressly state their intention to exercise the withdrawal right within a period of thirty (30) days counted as of the publication of the minutes of the General Meeting which approves the Merger of Fibria’s Shares.

 

7.2.	Reimbursement Amount for the Exercise of the Withdrawal Right

The amount to be paid as reimbursement to Fibria’s dissenting shareholders shall be equivalent to the shareholders’ equity value of Fibria’s share as of December 31, 2017, according to Fibria’s financial statements approved at the Annual Shareholders’ General Meeting dated as of April 27, 2018, which corresponds to twenty-six Reais and thirty-six cents (R$ 26.36) per share, without prejudice to the right to prepare a special balance sheet.

 

7.3.	Withdrawal Right on Holding’s Merger

Since on the date of Holding’s Extraordinary Shareholders’ Meeting which resolves on Holding’s Merger, Suzano will be the sole shareholder of Holding, there will be no dissenting shareholders or withdrawal right as a result of this step of the Transaction.

 

8.	Companies’ and Holding’s Capital Stock

 

8.1.	Holding’s Capital Stock

The Merger of Fibria’s Shares will result in an increase to Holding’s shareholders’ equity in an amount provided for by the Appraisal Report of Fibria’s Shares, part of which will be, as defined by the general meeting of Holding, allocated for the formation of capital reserve and the balance will be destined to its capital stock.

 

8.2.	Fibria’s Capital Stock

Fibria’s capital stock will not be altered due to the Transaction.

 

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8.3.	Suzano’s Capital Stock

Holding’s Merger will result in an increase to Suzano’s shareholders’ equity in an amount equivalent to the amount of Holding’s shareholders’ equity corresponding to the stake held by Fibria’s shareholders in Holding, after the Redemption, part of which will be allocated to Suzano’s capital stock and part will be allocated to the constitution of a capital reserve, in an amount to be determined by Suzano’s Shareholders’ Meeting. Holding’s shares held by Suzano will be cancelled at the time of Holding’s Merger. The equity variations verified as from the Base Date and up to the date on which Holding’s Merger will be completed will be appropriated by Suzano.

 

9.	Other Relevant Information

 

9.1.	Corporate Approvals

The effectiveness of the Merger of Fibria’s Shares, the Redemption and the Holding’s Merger will depend on the performance of the following acts, all of them interdependent and with effects subject to the compliance with the conditions precedent provided in the Protocol and Justification, all such acts to be coordinated in order to occur on the same date, and the Shareholders’ Meeting of Suzano and Fibria held, in first call, on September 13, 2018, pursuant to Call Notices published on the date hereof:

 

(a)

Shareholders’ Meeting of Fibria in order to, among other matters not related to the Transaction, in this order, (i) approve the waiver of the tender offer for the acquisition of shares issued by Fibria provided for in article 33 of Fibria’s Bylaws in the context of the Transaction; (ii) approve the terms and conditions of the Protocol and Justification; (iii) approve the Transaction; (iv) authorize the officers to subscribe new shares to be issued by Holding; and (v) approve the new overall management’s compensation for the year of 2018, considering the possibility of the Transaction causing early maturity of the company’s current variable compensation plan and the implementation of the retention plans to executive officer, as authorized by the Protocol and Justification;

 

(b)

Extraordinary shareholder’s meetings of Holding to (i) approve Holding’s Capital Increase; (ii) approve the Protocol and Justification; (iii) ratify the appointment of EY as responsible for the appraisal and determination of the economic value of Fibria’s shares to be merged into Holding, pursuant to the Appraisal Report of Fibria’s Shares; (iv) approve the Appraisal Report of Fibria’s Shares; (v) approve the creation of a class of preferred shares; (vi) approve the Merger of Fibria’s Shares; (vii) approve the increase of the capital stock to be subscribed and paid-in by the officers of Fibria, with the consequent amendment to its bylaws; (viii) approve the Redemption, with the consequent amendment to its bylaws; (ix) approve Holding’s Merger by Suzano; and (x) authorize the subscription, by its officers, of the new shares to be issued by Suzano; and

 

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(c)

Shareholders’ Meeting of Suzano to, in this order, (i) ratify the investment by Suzano in Holding upon the subscription of new shares in the amount set forth in the Protocol and Justification, to be paid-in in cash on the same occasion of the subscription; (ii) examine, discuss and approve the Protocol and Justification; (iii) ratify appointment of PwC, as responsible for preparing the appraisal report at book value of the shareholders’ equity of Holding, for the purposes of Holding’s Merger, pursuant to the terms of the Appraisal Report of Holding; (iv) approve the Appraisal Report of Holding; (v) approve the proposed Transaction, pursuant to the terms of the Protocol and Justification; (vi) approve the increase of Suzano’s capital stock as a result of Holding’s Merger to be subscribed and paid-in by Holding’s officers on behalf of its shareholders, with the cancellation of the shares issued by Holding held by Suzano, increase which will be effected upon the issuance of the Final Quantity of Suzano’s Shares per Holding’s Ordinary Shares, as objectively determined by items 2 and following of the Protocol and Justification; and (vii) approve the amendment to Suzano’s bylaws to reflect, in Article 5, as a result of the resolution taken pursuant to item (vi) above, the amount of Suzano’s subscribed capital stock and the number of shares representing it, as well as to adjust the wording of Paragraph One thereof with regard to the authorized capital and, also, to amend Article 12 of Suzano’s bylaws in relation to the maximum number of members of its Board of Directors, pursuant to Suzano’s Management Proposal.

 

9.2.	Voting Agreement and Other Obligations

As previously disclosed by the Companies, on March 15, 2018, the controlling shareholders of Fibria and of Suzano entered into the Voting Agreement and Other Obligations (“Agreement”), with Suzano as the intervening and consenting party, pursuant to which the parties undertook to attend and vote for the approval of the corporate resolutions of the extraordinary shareholders’ meetings of the Companies that may be necessary to approve the Protocol and Justification and the Transaction.

In the event that any restrictions imposed by competition authorities in Brazil and/or abroad become excessively burdensome, subject to the conditions set forth in the Agreement, Suzano may not complete the Transaction, upon payment by Suzano to Fibria of a fine of seven hundred and fifty million Reais (R$ 750,000,000.00). The fine may also be applied in other condition or the non-completion of the Transaction, as expressly provided for in the Agreement.

 

9.3.	American Depositary Receipts – ADRs

Holders of American Depositary Receipts (“ADRs”) tied to shares issued by Fibria will be entitled to receive ADRs from Suzano, subject to the same Exchange Ratio (as adjusted by the ADR-to-share ratio). Prior to the Transaction Completion Date, Suzano will apply to list Suzano’s ADRs on the New York Stock Exchange where Fibria’s ADRs are currently listed.

 

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9.4.	Obtaining Waivers Set Forth in Financial Instruments

Fibria’s management is taking the necessary steps to obtain prior approvals that, pursuant to financial instruments and instruments of issuance of debts executed by it, are necessary with the respective counterparties for the completion of the Transaction without causing the acceleration of the respective debts.

 

9.5.	Provided Documents

The Protocol and Justification, Suzano’s and Fibria’s Management Proposals for the Shareholders’ Meetings and the appraisal reports, prepared under the scope of the Transaction, will be made available to the shareholders of the Companies, as of this date, at the respective headquarters, at the Investor Relations websites of Fibria (www.ri.fibria.com.br) and of Suzano (ri.suzano.com.br), as well as at the websites of CVM (www.cvm.gov.br) and of B3 (www.b3.com.br).

Additional disclosures of information to the market shall be made in due course pursuant to the applicable laws.

São Paulo, August 9, 2018.

 

SUZANO PAPEL E CELULOSE S.A. Marcelo Feriozzi Bacci Executive Finance and Investor Relations Officer		FIBRIA CELULOSE S.A. Guilherme Perboyre Cavalcanti Financial and Investor Relations Officer

 

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EXHIBIT 2

Exhibit 2

 

SUZANO PAPEL E CELULOSE S.A.

Publicly Held Company

Corporate Taxpayer ID (CNJP/MF): 16.404.287/0001-55

Company Registration (NIRE): 29.300.016.331

CALL NOTICE

EXTRAORDINARY SHAREHOLDERS MEETING

The Shareholders of Suzano Papel e Celulose S.A. (“Suzano” or “Company”) are hereby invited, in accordance with article 124 of Federal law 6,404/1976, to the Extraordinary Shareholders Meeting to be held on September 13, 2018, at 9:30 a.m., at the registered office of the Company located at Av. Professor Magalhães Neto, nº 1752, Bairro Pituba, in the city of Salvador, state of Bahia, CEP 41810-012, to deliberate on the following agenda:

(i) to ratify the Company’s investment in Eucalipto Holding S.A., a privately held company, inscribed in the Corporate Taxpayers Register (CNPJ/MF) under no. 29.339.648/0001-79, with registered office at Avenida Brigadeiro Faria Lima, nº 1355, 8º andar, sala 2, Bairro Pinheiros, CEP 01452-919, in the city and state of São Paulo, (“Holding”), through subscription to new shares in the amount established in the Merger Agreement, with payment in cash at the time of subscription;

(ii) to examine, discuss and approve the Merger Agreement signed on July, 26, 2018 (“Merger Agreement”) between the managements of the Company, Holding and Fibria Celulose S.A., a publicly held company, inscribed in the Corporate Taxpayers Register (CNPJ/MF) under no. 60.643.228/0001-21, with registered office at Rua Fidêncio Ramos, nº 302, 3º e 4º (parte) andares, Edifício Vila Olímpia Corporate, Torre B, Vila Olímpia, CEP 04551-010, in the city and state of São Paulo, (“Fibria”), which establishes the terms and conditions of the corporate restructuring, whose acts and events are bound and interdependent among themselves, by which the shares issued by Fibria will be merged with Holding, and Holding will be merged with the Company, which will consequently own all the shares of Fibria, with the consequent combination of the operations and shareholder bases of the Company and Fibria (“Operation”);

(iii) to ratify the engagement of PricewaterhouseCoopers Auditores Independentes, inscribed in the Corporate Taxpayers Register (CNPJ/MF) under no 61.562.112/0001-20, as the specialized firm responsible for preparing the valuation report of the net book value of Holding, for the purposes of the merger of Holding with the Company (“Valuation Report of Holding”);

(iv) to approve the Valuation Report of Holding;

(v) to approve the proposed Operation as per the terms of the Merger Agreement;

(vi) to approve the increase in the capital of Suzano as a result of the merger of Holding, to be subscribed to and paid up by the managers of Holding, in favor of its shareholders, with the cancelation of the shares issued by Holding and held by the Company. The capital increase will be carried out through the issue of the Final Number of Suzano Shares per Common Share of Holding, as objectively determined by item 2 and subsequent items of the Merger Agreement; and

(vii) to approve the amendment and restatement of the bylaws of the Company to alter Article 5, as a result of the resolution taken as per item (vi) above, the subscribed capital of the Company and the number of shares comprising it, as well as to adjust the wording of Paragraph One of said article regarding the authorized capital, and to amend article 12 of the bylaws of the Company regarding the maximum number of members of the Board of Directors, in accordance with the Management Proposal of the Company.

Approval of the matters in items (i) to (vii) above will be effective only upon fulfillment or verification of the conditions precedent set forth in the Merger Agreement. The events and stages of the Operation established in the Merger Agreement, including those on the Meeting agenda, are interdependent and each stage is effective individually only if all others are effective as well. Accordingly, if the Meeting approves any of the matters in items (i) to (vii), but rejects other matters in those items, the approved items shall not produce any effect.

The Management Proposal, including the following documents, is available to Shareholders on the Company’s Investor Relations website (www.suzano.com.br/ri) and on the websites of the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (http://www.b3.com.br): (i) Absentee Ballot; (ii) Merger Agreement and its appendices; (iii) the main terms of the Operation, as required by article 20-A of CVM Instruction 481/09; (iv) the Valuation Report of Holding; (v) information required under Appendix 21 of CVM Instruction 481/09; and (vi) information required by article 11 of CVM Instruction 481/09, as well as the Proxy Statement of the Meeting.

General Instructions

Shareholders may participate in the Shareholders Meeting in person or through a proxy duly constituted in accordance with paragraph 1, article 126 of Federal Law 6,404/1976. Accordingly, proxies must have been constituted less than one (1) year ago and be a shareholder or manager of the Company, an attorney registered in the Brazilian Bar

 

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Association, or a financial institution. In accordance with Official Letter/CVM/SEP/02/2018, Shareholders that are legal entities may be represented in the Shareholders Meeting by their legal representatives or agents duly appointed in accordance with the articles of incorporation of said company and with the Brazilian Civil Code, in which case they are not required to be a shareholder or manager of the Company or an attorney. Similarly, shareholders that are investment funds, in accordance with the decision of the Board of Commissioners of CVM in CVM Administrative Proceeding RJ-2014-3578, may be represented in the Shareholders Meeting by their legal representatives or agents duly appointed by their manager or administrator, in accordance with their regulations, bylaws or articles of organization of their manager or administrator, as applicable.

Shareholders must attend the Shareholders Meeting with proof of ownership of shares issued by the Company issued by the stock transfer agent or custody agent up to four (4) business days prior to the date of the Shareholders Meeting, and: (a) in case of individuals, official identity document with photograph, or, if applicable, official identity document of the proxy and the respective proxy appointment; (b) in case of legal persons, valid identity document with photo of the legal representative and respective representation documents, including the power-of-attorney and copy of the articles of incorporation and minutes of the election of managers; and (c) in case of investment funds, valid identity document with photo of the representative and respective representation documents, including the power-of-attorney and copy of the current regulations of the fund, bylaws or articles of organization of its administrator or manager, as applicable, and minutes of election of managers of the administrator or manager. If these documents are in a language other than Brazilian Portuguese, they must be translated into Brazilian Portuguese by a sworn translator, but without the need for notarization, consularization and/or apostillation. Note that documents in English and Spanish do not require translation. Representation documents will be verified and confirmed prior to the Shareholders Meeting.

Without prejudice to paragraph 2, article 5 of CVM Instruction 481/2009 (as amended) and in accordance with the practice adopted by the Company in recent call notices to expedite the process of convening Shareholders Meetings, the Company requests shareholders represented by proxy to submit the respective proxy instrument and proof of ownership of the shares for participation at the Shareholders Meeting to the registered office of the Company at least forty-eight (48) hours prior to the Shareholders Meeting.

The Company informs that it has implemented an absentee voting system, pursuant to CVM Instruction 481/2009 (as amended), enabling its Shareholders to submit instructions with their votes in accordance with the law, in which case the respective absentee ballots must be received by the Company or by the stock transfer agent of its shares, or by the custody agent, as applicable, by September 6, 2018 (inclusive), except otherwise determined by the custody agent or stock transfer agent. For more information, Shareholders must observe the rules in CVM Instruction 481/2009 (as amended) and the procedures described in the absentee ballots made available by the Company.

 

3

São Paulo, August 9, 2018.

David Feffer

Chairman of the Board of Directors

 

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EXHIBIT 3

SUZANO PAPEL E CELULOSE S.A.

Publicly Held Company

Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55

Company Registry (NIRE): 29.3.0001633-1

MANAGEMENT PROPOSAL

EXTRAORDINARY SHAREHOLDERS MEETING

SEPTEMBER 13, 2018

 

1

CONTENTS

A) MANAGEMENT PROPOSAL

 

1.		Investment in Holding			6
2.		Approval of the Merger Agreement			6
3.		Ratification of the Appointment of the Expert Firm			6
4.		Approval of the Valuation Report of Holding			6
5.		Approval of the Operation			7
6.		Approval of the Increase of the Capital of Suzano			7
7.		Approval of the amendment to the Bylaws of Suzano			8
8.		Additional information and where to find it			8

B) APPENDICES

 

APPENDIX I – INFORMATION ABOUT THE RESTRUCTURING			10
(Appendix 20-A to CVM Instruction 481/09)			10
APPENDIX I.1 – MERGER AGREEMENT			37
APPENDIX I.2 (A) MINUTES OF THE BOARD OF DIRECTORS MEETING			267
APPENDIX I.2 (B) MINUTES OF THE AUDIT BOARD MEETING			271
APPENDIX I.3 – VALUATION REPORTS			276
APPENDIX I.4 – FINANCIAL STATEMENTS			285
APPENDIX I.5 – PRO FORMA FINANCIAL INFORMATION			402
APPENDIX II – INFORMATION ABOUT THE VALUATION FIRM			427
APPENDIX II.1 – PROPOSAL OF THE VALUATION FIRM			428
APPENDIX IV – AMENDMENT TO THE BYLAWS			447
APPENDIX V – BYLAWS COMPARISON TABLE			476

The items above are an integral part of this Management Proposal (“Management Proposal” or “Proposal”) and comply with CVM Instruction 481/09, as amended.

 

2

SUZANO PAPEL E CELULOSE S.A.

Publicly Held Company

Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55

Company Registry (NIRE): 29.3.0001633-1

MANAGEMENT PROPOSAL

FOR THE EXTRAORDINARY SHAREHOLDERS MEETING CALLED FOR SEPTEMBER 13, 2018

Dear Shareholders,

The management of Suzano Papel e Celulose S.A. (“Suzano”) hereby presents its proposal for the matters related to the combination of operations and shareholder bases of Suzano and Fibria Celulose S.A. (“Fibria”) through a corporate restructuring operation (“Operation”), as announced through a material fact notice on March 16, 2018, to be submitted to the shareholders at an extraordinary shareholders meeting to be held, on first call, on September 13, 2018, at 9:30 a.m., at the registered office of Suzano (“Meeting”).

The management of Suzano informs that the Operation will result in the ownership, by Suzano, of all the shares issued by Fibria, in accordance with the agreement and plan of merger of the shares of Fibria with Eucalipto Holding S.A. (“Holding”), followed by the merger of Holding with Suzano, signed on July 26, 2018, by the managements of Suzano, Fibria and Holding (“Companies”) (“Merger Agreement”).

Under the Operation, the shareholders of Fibria, owners of shares issued by Fibria on the date of the Meeting (“Fibria Shareholders”), subject to the provisions in item 1.1 of the Merger Agreement, will be entitled to receive:

 

(a)

a portion of the payment in legal tender, in the amount of fifty-two reais and fifty centavos (R$52.50), adjusted in accordance with the Merger Agreement (after adjustments, the “Redemption Amount for Each Redeemable Preferred Share of Holding”), to be paid in cash, in a single installment, on the date of consummation of the Operation, i.e. the forty-fifth (45th) day (or, if it is not a business day, the immediately subsequent business day) from the publication of the respective notice to the market (“Date of Consummation of the Operation”), as defined in items 1.1 and 3.2 of the Merger Agreement; and

 

(b)	zero point four six one one (0.4611) common share issued by Suzano, adjusted in accordance with the Merger Agreement.

 

3

In accordance with the Merger Agreement, the Operation will include the following stages, all interdependent, whose consummation will be subject to the following: (i) applicable corporate approvals; (ii) approval of the Operation by Brazil’s antitrust authority (CADE), the Federal Trade Commission (FTC) and/or the Department of Justice (DOJ), as applicable, in the United States of America, the European Commission in the European Union and the State Administration for Market Regulation (SAMR) in the People’s Republic of China; (iii) approval of the Operation by Brazil’s National Water Transportation Agency (ANTAQ); and (iv) obtaining of the declaration of effectiveness from the Securities and Exchange Commission (SEC) of the United States of America:

(a) capital increase of Holding through the issue of new registered common shares with no par value, which will be fully subscribed to and paid up by Suzano, in legal tender, until the Date of Consummation of the Operation (as defined in item 1.1. (a) of the Merger Agreement) (“Capital Increase of Holding”);

(b) on the same date, as a subsequent and interdependent act of the Capital Increase of Holding, the merger of all the shares of Fibria with Holding, at their economic value, resulting in the issue, by Holding, in favor Fibria Shareholders, of common shares and redeemable preferred shares issued by Holding, at the ratio of 1 common share and 1 redeemable preferred share issued by Holding for each common share of Fibria (subject to the adjustments mentioned in item 2.1 of the Merger Agreement), as established in item 4.1 of the Merger Agreement (“Merger of Fibria Shares”). After the Merger of Fibria Shares is concluded, Fibria will retain its legal personality and equity, without any legal succession;

(c) on the same date, as a subsequent and interdependent act of the Merger of Fibria Shares, redemption of all the preferred shares issued by Holding, with the payment, for each (1) preferred share of Holding redeemed, of the Redemption Amount for Each Redeemable Preferred Share of Holding (“Redemption”). Once redeemed, the preferred shares of Holding will be canceled against the capital reserve; and

(d) on the same date, as a subsequent and interdependent act of the Redemption, merger of Holding with Suzano at its net book value (already considering the effects of the Capital Increase of Holding, the Merger of Fibria Shares and Redemption), and the consequent dissolution of Holding and succession, by Suzano, of all of its assets, rights and obligations, with the consequent migration of Fibria Shareholders to the shareholder base of Suzano (“Merger of Holding”).

The main terms of the Operation, as required by article 20-A of CVM Instruction 481/09, as amended, are described in Appendix I.

 

4

Proposals for the deliberations described in the following items of this Proposal are interdependent legal transactions, and each stage is effective individually if all others are effective as well. Accordingly, if the Meeting fails to approve any of the matters in the following items or if any corporate approval is not obtained or any of the conditions in the Merger Agreement is not fulfilled, any matters approved in the Meeting will not produce any effect.

To consummate the Operation, the following agenda will be proposed for approval at the Meeting.

(i) to ratify the Company’s investment in Holding through subscription to new shares in the amount established in the Merger Agreement, paid in cash at the time of subscription;

(ii) to examine, discuss and approve the Merger Agreement, which establishes the terms and conditions of the corporate restructuring, whose acts and events are bound and interdependent, by which the shares issued by Fibria will be merged with Holding, and the Holding will be merged with the Company, and as a result, the Company will hold all the shares of Fibria, with the consequent combination of the operations and shareholder bases of the Company and of Fibria;

(iii) to ratify the appointment of PricewaterhouseCoopers Auditores Independentes, inscribed in the Corporate Taxpayers Register (CNPJ/MF) under no 61.562.112/0001-20, as the firm responsible for preparing the valuation report of the net book value of Holding, for the purpose of the Merger of Holding with the Company (“Valuation Report of Holding”);

(iv) to approve the Valuation Report of Holding;

(v) to approval the proposed Operation, in accordance with the Merger Agreement;

(vi) to approve the increase in the capital of Suzano as a result of the Merger of Holding, to be subscribed to and paid up by the managers of Holding, in favor of its shareholders, with the cancelation of the shares of Holding held by the Company, which will be made effective upon the issue of the Final Number of Suzano Shares per Common Share of Holding is defined, as objectively established in item 2 and subsequent items of the Merger Agreement; and

(vii) to approve the amendment of the Bylaws of the Company to record, in article 5, as a result of the resolution taken as per item (vi) above, the Company’s subscribed capital and the number of shares representing it, as well as to adjust the wording of Paragraph One thereof with regard to authorized capital and, also, to alter article 12 of the Bylaws of the Company regarding the maximum number of directors, pursuant to the Company’s Management Proposal.

 

5

1. Investment in Holding

In accordance with item 5.1 of the Merger Agreement, the Capital Increase of Holding is one of the stages required for implementing the Operation and the investment by Suzano in Holding must be submitted to the Shareholders Meeting of Suzano.

As such, the management of Suzano proposes the ratification of the investment, by Suzano, in the amount of twenty-nine billion, thirty-six million, seven hundred thirty-two thousand, seventy-seven reais and fifty centavos (R$29,036,732,077.50), subject to the adjustment established in the Merger Agreement, through subscription to new shares in Holding.

2. Approval of the Merger Agreement

Articles 224 and 225 of Federal Law 6,404, of December 15, 1976 (“Brazilian Corporation Law”) establish the conditions and justifications for merger operations that must be described in the Merger Agreement to be entered into between the managers of the companies involved.

Thus, based on the clarifications in this document and in accordance with Brazilian Corporation Law, the management proposes approval of the entire Merger Agreement signed on July 26, 2018, by and between the managers of Suzano, Holding and Fibria, and the consequent approval of the Operation. The Merger Agreement is attached hereto as Appendix I.1.

3. Ratification of the Appointment of the Expert Firm

In compliance with applicable laws, the management proposes the ratification of the appointment of PricewaterhouseCoopers Auditores Independentes (Corporate Taxpayer ID (CNPJ/MF) no. 61.562.112/0001-20), to prepare the Valuation Report of Holding. The information required under article 21 of CVM Instruction 481/09 is included in Appendix II.

4. Approval of the Valuation Report of Holding

PricewaterhouseCoopers Auditores Independentes prepared the Valuation Report of Holding, which already considers the effects of the Capital Increase of Holding and of the merger of the shares issued by Fibria.

 

6

In accordance with article 227 of Brazilian Corporation Law, which establishes the need for the Valuation Report to be approved by the Shareholders Meeting, the management proposes approval of the Valuation Report of Holding, at its net book value, on the base date March 31, 2018. The Valuation Report of Holding is attached hereto as Appendix I.3.

5. Approval of the Operation

After the decisions on the items detailed above, which are the stages in the Operation, the management proposes approval of the Operation as per the terms and conditions in the Merger Agreement, and the consequent Merger of Holding.

In case of approval of the Operation by the Shareholders Meeting, the management of Suzano proposes that the managers be authorized to take all and any additional measures required to consummate the Operation.

6. Approval of the Increase of the Capital of Suzano

In accordance with article 227, paragraph 1 of Brazilian Corporation Law, the Shareholders Meeting of the merging company that approves the Merger Agreement should authorize the increase in the capital to be subscribed to and paid up by the merged company through transfer of its shareholders’ equity.

In this regard, if the Operation is approved, the management proposes that shareholders authorize the increase in the capital of Suzano in the amount corresponding to the Valuation Report of Holding, and in proportion to the equity interest held by the shareholders of Holding, except Suzano, by thirty-seven billion, five hundred forty-nine million, eight hundred fifty-six thousand reais (R$37,549,856,000.00), to be subscribed to and paid up by the managers of Holding, for the benefit of its shareholders (except Suzano), through transfer of the shareholders’ equity of Holding, a part of which will be allocated to the capital of Suzano and a part to the constitution a capital reserve, with the issue of new shares by Suzano, calculated based on the exchange ratio established in the Merger Agreement, which is estimated, on this date, at two hundred fifty-five million (255,000,000) new common shares. The shares issued by Holding and held by Suzano will be canceled upon the merger.

 

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7. Approval of the amendment to the Bylaws of Suzano

If the Operation is approved, the management also proposes amending the head paragraph and the first paragraph of article 5 and article 12 of the Bylaws of Suzano, which will then read as follows:

“Article 5. The capital stock of the Company, fully subscribed is of twenty billion, nine hundred eighty-seven million, seventeen thousand, nine hundred nineteen reais and thirty-three centavos (R$20,987,017,919.33) divided into one billion, three hundred sixty million, eight hundred twenty-six thousand, one hundred forty-five (1,360,826,145) common shares, all nominative and book-entry type, with no par value. ¹

Paragraph One. The registered capital may be increased without any change in the Bylaws, by decision of the Board of Directors, up to the limit of seven hundred eighty million, one hundred nineteen thousand, seven hundred twelve (780,119,712) ordinary shares, all exclusively book-entry type. (...)”

“Article 12 The Board of Directors shall be made up of between 5 (five) and 10 (ten) members, resident in or outside Brazil, elected and dismissed by the

The information required by article 11 of CVM Instruction 481/09 is included in Appendix IV and Appendix V.

8. Additional information and where to find it

Any fractions of shares issued by Suzano resulting from the Merger of Holding will be grouped in whole numbers so that they may be sold in the spot market managed by Suzano after the consummation of the Operation, in accordance with the notice to shareholders to be published at an opportune moment. The amounts received from such sales will be made available net of taxes and fees to the former shareholders of Holding that own the respective fractions in proportion to their interest in each share sold.

The Operation will not entitle Suzano shareholders to withdrawal rights since none of its stages comes under the events set forth in articles 137 and 252 of Brazilian Corporation Law.

The waiver of the obligation set forth in Chapter VIII of the Bylaws of Fibria will be submitted for voting on the agenda of the Extraordinary Shareholders meeting of Fibria called to approve the Merger Agreement.

The following documents are available to Shareholders at the registered office of Suzano, the Company’s Investor Relations website (ri.suzano.com.br) as well as on the websites of the Securities and Exchange Commission of Brazil (www.cvm.gov.br) and of B3 S.A. – Brasil, Bolsa, Balcão (www.br.com.br):

 

•

Proxy statement

 

1	Capital amount and number of common shares of the Company, subject to the adjustments mentioned in Clauses 1.1 and 2.1 of the Merger Agreement.

 

8

•

Absentee Voting Ballot

 

•

Call Notice

 

•

Minutes of the Board of Directors Meeting that approves the Merger Agreement and the Operation

 

•

Minutes of the Audit Board Meeting that gave its opinion on the Merger Agreement and the Operation

 

•

Appendix 20-A to CVM Instruction 481

 

•

Merger Agreement and appendices

 

•

Information on the valuation firm, in accordance with Appendix 21 to CVM Instruction 481

 

•

Chart comparing the proposed amendments to the Bylaws

 

•

Consolidated Bylaws

Note that all questions should be forwarded to the Investor Relations Department at ri@suzano.com.br.

 

9

APPENDIX I – INFORMATION ABOUT THE RESTRUCTURING

(Appendix 20-A to CVM Instruction 481/09)

1. Agreement and Plan of Merger, in accordance with articles 224 and 225 of Federal Law 6,404 of 1976.

The Agreement and Plan of Merger of the Shares of Fibria Celulose S.A. (“Fibria”) with Eucalipto Holding S.A. (“Holding”), followed by the merger of Holding with Suzano Papel e Celulose S.A. (“Suzano” or “Company” and, jointly with Fibria and Holding, the “Companies”) (“Merger Agreement”) is attached hereto as Appendix I.1.

2. Other agreements, contracts, pre-agreements governing the exercise of voting rights or transfer of shares issued by the surviving companies or the companies resulting from the operation, filed at the registered office of the company or to which the company’s controlling shareholder is a party.

On March 15, 2018, Suzano Holding S.A., jointly with the other controlling shareholders of the Company (collectively, the “Controlling Shareholders of the Company”), as well as the controlling shareholders of Fibria (jointly with Suzano, the “Companies”), Votorantim S.A. and BNDES Participações S.A. – BNDESPAR (“BNDESPAR”) (collectively the “Controlling Shareholders of Fibria”), with Suzano as the intervening consenting party, signed a Commitment to Vote and Assumption of Obligations (“Voting Commitment”), whereby the Controlling Shareholders of the Company and the Controlling Shareholders of Fibria agreed to exercise their voting rights to combine the operations and shareholding bases of the Company and of Fibria through corporate restructuring (“Operation”).

On the same date, the Controlling Shareholders of the Company and BNDESPAR, with Suzano as the intervening consenting party, signed the Voting Agreement and Other Covenants (“2018 Shareholders’ Agreement”), which established additional governance rules applicable to Suzano after consummation of the Operation.

The full Voting Commitment and 2018 Shareholders’ Agreement are available on the website of the Securities and Exchange Commission of Brazil and on the respective Investor Relations websites of the Companies.

 

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3. Description of the operation, including:

a. Terms and conditions

The Operation will include the following stages, all of which are interdependent:

(a) capital increase of Holding through the issue of new registered common shares with no par value, which will be fully subscribed to and paid up by Suzano, in legal tender, by the Date of Consummation of the Operation (as defined in item 1.1. (a) of the Merger Agreement) (“Capital Increase of Holding”);

(b) on the same date, as a subsequent and interdependent act of the Capital Increase of Holding, merger of all the shares issued by Fibria with Holding, at their economic value, resulting in the issue, by Holding, in favor of the shareholders of Fibria that own the merged shares (“Fibria Shareholders”), of common and redeemable preferred shares at the ratio of 1 common share and 1 preferred share issued by Holding for each common share issued by Fibria (subject to the adjustments mentioned in item 2.1 of the Merger Agreement) (“Merger of Fibria Shares”). After the Merger of Fibria Shares is concluded, Fibria will retain its legal personality and equity, without any legal succession;

(c) on the same date, as a subsequent and interdependent act of the Capital Increase of Holding, the Merger of Fibria Shares, redemption of all preferred shares issued by Holding, with the payment, for each (1) preferred share issued by Holding redeemed, of the Redemption Amount for Each Redeemable Preferred Share of Holding, as defined in item 1.1 of the Merger Agreement (“Redemption”). Once redeemed, the preferred shares of Holding will be canceled against the capital reserve; and

(d) on the same date, as a subsequent and interdependent act of the Capital Increase of Holding, the Merger of Fibria Shares, the Redemption, merger of Holding with Suzano, at the net book value of Holding (already considering the effect of the Capital Increase of Holding, the Merger of Fibria Shares and the Redemption), with the consequent dissolution of Holding and succession, by Suzano, of all of its assets, rights and obligations, with the consequent migration of Fibria Shareholders to the shareholding base of Suzano (“Merger of Holding”).

Once all the Conditions Precedent are implemented or waived, any of the Companies may notify the other of the implementation of Conditions Precedent and the Companies will release a notice to the market indicating, at least, the date on which the Operation will be consummated, including the date on which Fibria shares will cease to be traded. The date of consummation of the Operation will correspond to the forty-fifth (45^th) day (or, if it is not a business day, the immediately subsequent business day) from the publication of said notice to the market (“Date of Consummation of the Operation”). On the business day immediately prior to the Date of Consummation, the Companies will inform the market the base date and consequently the shareholders of Fibria that will receive Suzano shares, as well as the final amount of the cash portion and final number of Suzano shares to be paid for each common share of Holding.

 

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b. Obligations to indemnify

i. The managers of any of the companies involved

None.

ii. If the operation is not consummated

In accordance with Clause 8.2 of the Voting Commitment, if the Operation is not consummated within eighteen (18) months from March 15, 2018 (observing the Cure Period, as defined in the Commitment, and an additional term, as applicable, of one hundred twenty (120) days set forth in Clause 8.2.1 of the Voting Commitment), the Company must irrevocably, and except as provided otherwise in Clause 8.2.1 of the Voting Commitment, pay Fibria a fine of seven hundred fifty million reais (R$750.000.000,00).

c. Table comparing the rights, advantages and restrictions applicable to the shares of the companies involved or resulting from the operation, before and after the operation.

The rights, advantages and restrictions of the common shares issued by Suzano will not change as a result of the Operation. The following table summarizes the characteristics of the common shares issued by Suzano compared to the common shares issued by Fibria.

Shares issued by Holding will be canceled with the Operation as follows: (i) preferred shares will be canceled after Redemption; and (ii) common shares will be canceled after the Merger of Holding.

 

		SUZANO		FIBRIA
Right to dividends:		The Bylaws of the Company establish that the mandatory dividends in each Fiscal Year will be equivalent to the lower between: (i) twenty-five percent (25%) of the net income from the year adjusted pursuant to article 202 of Brazilian Corporations Law; and (ii) ten percent (10%) of the Company’s operating cash generation in the respective fiscal year, calculated in accordance with article 26, paragraph 3 of the Bylaws.		Fibria shareholders will be entitled to receive, in each fiscal year, as dividends, a minimum mandatory amount corresponding to twenty-five percent (25%) of the net income for the year, after deducting the constitution of legal and contingency reserves in the fiscal year.

 

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		SUZANO		FIBRIA
Voting rights:		Full.		Full.
Description of voting restrictions:		None.		None.
Convertibility		None.		None.
Condition for convertibility and effects on capital		Not applicable.		Not applicable.
Right to capital reimbursement:		Yes. In case of withdrawal, redemption and liquidation, as established in Brazilian Corporations Law.		Yes. In case of withdrawal, redemption and liquidation, as established in Brazilian Corporations Law.
Trading restriction:		None.		None.
Conditions for altering the rights ensured by such securities:		In accordance with Brazilian Corporations Law, neither the Company’s Bylaws nor the shareholders meeting may restrict shareholders’ rights to: (i) receive a share of the company’s profits; (ii) participate, in the event of liquidation of the Company, in the distribution of remaining assets in proportion to their interest in the capital and subject t the Bylaws; (iii) oversee the management of the Company, in accordance with Brazilian Corporations Law; (iv) preference in subscription to future capital increases, except in the events established in Brazilian Corporations Law; And (v) withdraw from the Company in the events established in Brazilian Corporations Law. The Board of Directors may exclude preemptive rights for shareholders in any issue of shares, convertible debentures or warrants placed (i) via sale on the stock exchange or public subscription; Or (ii) exchange for shares in a public tender office for the acquisition of control, in accordance with the applicable laws.		In accordance with Brazilian Corporations Law, neither the Company’s Bylaws nor the shareholders meeting may restrict shareholders’ rights to: (i) receive a share of the profits; (ii) participate in the distribution of assets remaining in the event of liquidation; (iii) preemptive rights in the subscription to shares, convertible debentures of stock warrants; (iv) oversee the management of company businesses; and (v) withdraw from the Company in the events established by law. In the issue of shares and convertible debentures or stock warrants, which are placed in the stock exchange or through public subscription, the preemptive right of former shareholders may be revoked or the period for its exercise may be reduced.

 

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		SUZANO		FIBRIA
Other relevant characteristics:		According to the Bylaws of the Company, any person, by themselves or jointly with another person or group of persons bound by a voting agreement or similar contract, who jointly represents the same interests, irrespective of whether they are shareholders of the Company, who subscribes to, acquires or, in any other way, including, without limitation, by means of exchange, conversion, corporate restructuring (including, but not limited to the merger of the Company and/or of its shares or the merger into the Company of other company or the shares thereof), or even upon acquisition of preemptive rights and/or subscription of shares or other securities issued by the Company convertible into shares or which entitle the right to its subscription or purchase of shares of the Company, becomes holder, directly or indirectly, in Brazil or abroad, of a number of shares		According to the Bylaws of the Company, any Person who subscribes to, purchases or, in any way, becomes the holder of, directly or indirectly, in Brazil or abroad, a number of shares issued by the Company that is equivalent to a percentage equal to or greater than 25% of the total shares issued by the Company, must, within sixty (60) days from the date of the event resulting in the ownership of such Material Equity Interest, conduct a public tender offer to acquire all the shares issued by the Company, observing the provisions of the applicable regulations of the Brazilian Securities and Exchange Commission (CVM), the regulations of B3 and the Bylaws of the Company.

 

14

		SUZANO		FIBRIA
		issued by the company (or by its legal successors) in a percentage equal to or greater than twenty percent (20%) of all of its shares, must, within thirty (30) days from the date of the event that results in the ownership of such Material Interest, launch or, in the case of a registered tender offer in accordance with CVM Instruction 361/02, file a request with CVM for a public tender offer (OPA) to acquire all the shares issued by the Company, which shall be settled within: (a) forty eight (48) days from the launch of the offer not subject to registration, and (b) one hundred eighty (180) days from the date of the request for registration, in the case of an offer subject to registration, in accordance with law and other applicable regulations, except for certain delays not caused by any act or omission of the offeror.

d. Need for approval by debenture holders or other creditors

e. Assets and liabilities that will comprise each portion of the equity, in case of spin-off

Not applicable.

f. Intention of the resulting companies to obtain registration as issuer of securities

Not applicable.

 

15

4. Plans to conduct corporate businesses, notably in relation to specific planned corporate events

After the consummation of the Operation, Fibria will become a wholly-owned subsidiary of Suzano. As a result, the companies will continue their activities, undergo a period of integration of their operations, while Suzano will maintain its registration as a publicly held corporation. Fibria’s registration as a publicly held corporation will be maintained after the Operation until further decision by Suzano. With the Consummation of the Operation, the shares of Fibria will be delisted from the Novo Mercado segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) and the American Depositary Shares (ADS) of Fibria will no longer be traded on the New York Stock Exchange (NYSE).

5. Analysis of the following aspects of the operation:

a. Description of key expected benefits, including synergies, tax benefits and strategic advantages:

The Operation aims to create a solid company, holder of top-tier, strategically located assets that are capable of efficiently supplying clients in all continents with its products.

The integration of the Companies’ activities will enable the capture of synergy gains arising from reduction operating, forest, logistics and administrative costs and risks, with significant efficiency gains for both Companies.

b. Costs

The Companies estimate the total costs and expenses with the Operation, including any costs with the preparation and publication of corporate acts, and expenses with fees for valuation of companies and other professionals involved, at ninety-seven million reais (R$97,000,000.00).

c. Risk Factors

The Operation aims to integrate the businesses of Suzano and Fibria and capture the synergies from the integration. However, the Operation has diverse assumptions and conditions that must be fulfilled for it to be consummated, including approvals by antitrust authorities in Brazil and abroad, which may reject the Operation, or approve it with restrictions, which may be of a structural nature (such as divestments of assets) and/or of a behavioral nature (commitment clauses and monitoring of market).

In this context, the Operation may not be consummated, or may be consummated with a different combination of assets and operations from initially proposed, which could impact the efficiency gains expected between Suzano and Fibria.

 

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Additionally, the market value of the common shares issued by Suzano and Fibria, at the moment of consummation of the Operation, may vary significantly in relation to their price on the base date of the Operation, i.e. March 31, 2018, and on the date the Merger Agreement was signed. The variation in the price of the shares may result from a variety of factors that are beyond the control of Suzano or Fibria, including changes in the businesses, operations and projections of the Company, Operation timetable, regulatory matters, market conditions, including exchange rates, and general economic conditions in Brazil and abroad, as well as other factors that affect industry.

Accordingly, the success of the Operation will depend, partially, on the ability of the Companies to seize opportunities for growth and cost savings resulting from the business combination between Suzano and Fibria. There is no certainty, however, that such opportunities and savings will be successful. If such goals are not achieved successfully, the expected benefits from the Operation may not be captured fully or totally, or may take longer to be realized.

Suzano and Fibria have operated and, until the consummation of the Operation, will continue to operate, independently. Both Companies will have important challenges in the consolidation of functions, integration of the organizations, processes and operations in an optimized and efficient manner, as well to retain their personnel. The integration of the Companies will be complex and will take time, and the managements of both Companies will have to dedicate substantial resources and efforts to implement it. The process of integration and other sensitive aspects of the Operation may result in challenges for each of the Company in their respective course of business, which may adversely affect their capacity to maintain their relationships with clients, suppliers, employees and other stakeholders of the Companies, or adversely affect the capture of the expected benefits from the Operation.

After the Operation, the revenue and result of Suzano and Fibria will be consolidated by Suzano, such that any future negative result of any of the Companies may affect the consolidated result for the shareholders of Suzano and for the Shareholders of Fibria that will have become shareholders of Suzano.

d. In case of a related-party transaction, any alternatives that could be used to achieve the same objectives, indicating the reasons why such alternatives were not considered

Not applicable.

 

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e. Exchange ratio

In the Merger of Fibria Shares: Fibria Shareholders will receive new common shares and new redeemable preferred shares issued by Holding (considering the adjustments mentioned in the paragraph below), all registered shares with no par value, in exchange for the Fibria common shares they hold, at the ratio of 1 common share and 1 redeemable preferred share issued by Holding for each common share issued by Fibria (considering the adjustments mentioned in the paragraph below).

The exchange ratio of the shares issued by Fibria for common and preferred shares issued by Holding, as a result of the Merger of Fibria Shares should be adjusted proportionally in case of change of the number of shares comprising the capital of Fibria, in accordance with item 1.1 and 2 of the Merger Agreement, and by any stock split, reverse stock split and share bonus of Fibria occurring after March 15, 2018.

Any stock split of the shares of Holding will not impact the exchange ratio determined in the Merger Agreement. The exchange ratio of the shares issued by Holding for shares issued by Suzano will be adjusted proportionally in case of change in the number of shares comprising the capital stock of Fibria and/or Suzano, in accordance with item 1.1 and 2 of the Merger Agreement.

In the Merger of Holding: Fibria Shareholders (at that point already shareholders of Holding) will receive new common shares issued by Suzano, all registered shares with no par value, in exchange for the common shares issued by Holding and held by them. Then, for each common share issued by Holding, the final number of Suzano shares per share of Holding will be issued. The shares issued by Holding and held by Suzano will be canceled upon the merger.

Any fractions of shares issued by Suzano arising from the Merger of Holding will be grouped into whole numbers so they may be sold at the spot market managed by B3 S.A. – Brasil, Bolsa, Balcão, after the consummation of the Operation, in accordance with the notice to shareholders to be published at an opportune moment. The proceeds from such sales shall be made available, net of taxes, to the former shareholders of Fibria who held the respective fractions, in proportion to their interest in each share sold.

f. For operations involving parent companies, subsidiaries or joint ventures

i. Exchange ratio of shares calculated in accordance with Article 264 of Federal Law 6,404 of 1976

Not applicable.

 

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The exchange ratios were negotiated between independent parties, in accordance with item f.ii below, and will not entail any right of withdrawal due to the Merger of Holding, as mentioned in item 4.7 of the Merger Agreement. Nevertheless, Suzano, for informational purposes and since, on the date of the Merger of Holding, Suzano is the parent company of Holding, it also requested Ernst & Young Assessoria Empresarial Ltda., registered in the Corporate Taxpayers Register (CNPJ/MF) under no. 59.527.788/0001-31, to prepare the valuation report required under article 264 of Brazilian Corporations Law, to evaluate the net assets of both companies under the same criteria and on the same date, at market prices.

ii. Detailed description of the process of negotiation of the exchange ratio and other terms and conditions of the operation

The exchange ratio was negotiated between the independent parties (on one side, the Controlling Shareholders of Suzano and, on the other, the Controlling Shareholders of Fibria). Additionally, the management teams of Suzano and Fibria separately engaged the advisory services of internationally recognized investment banks to advise their respective Boards of Directors in the process of making an informed decision regarding the financial parameters of the Operation.

iii. If the operation was preceded, in the last twelve (12) months, by an acquisition of control or acquisition of interest in the controlling block: (a) Comparative analysis of the exchange ratio and price paid in the acquisition of control; and (b) Reasons justifying any differences in the valuations in the different operations.

Not applicable.

iv. Justification of why the exchange ratio is fair, including a description of the procedures and criteria adopted to ensure fairness of the operation or, if the exchange ratio is not fair, detail of the payment or equivalent measures adopted to ensure adequate compensation.

The exchange ratio was negotiated between the independent parties and the management teams of Suzano and Fibria, who separately engaged the advisory services of internationally recognized investment banks to advise their respective Boards of Directors in the process of making an informed decision regarding the financial parameters of the Operation.

6. Copy of the minutes of all meetings of the board of directors, audit board and special committees in which the operation was discussed, including any dissenting votes

The minutes of meetings of the Board of Directors and Audit Board of Suzano that approved and recommended approval, respectively, of the Merger Agreement are included as Appendix I.2 hereto.

 

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7. Copy of studies, presentations, reports, opinions, valuation or opinion reports of the companies involved in the operation made available to the controlling shareholder in any stage of the operation

The Valuation Report is available as Appendix I.3 hereto.

a. Identification of any conflicts of interest among the financial institutions and professionals that prepared the documents mentioned in item 7 and the companies involved in the operation

None.

8. Proposals of bylaws or amendments to the bylaws of the companies resulting from the operation

The proposed bylaws of Suzano are available as Appendix IV hereto. The bylaws of Fibria will not be amended.

9. Financial statements used for the purpose of the operation, in accordance with the specific rules

The audited financial statements as of March 31, 2018, of Suzano and Fibria, well as the financial statements as of March 31, 2018 of Holding, are available in Appendix I.4 hereto.

10. Pro forma financial statements used for the purpose of the operation, in accordance with the specific rules

The pro forma financial statements are available as Appendix I.5 hereto.

11. Document containing information on the companies directly involved that are not publicly held

Not applicable, as Holding does not have assets or liabilities of any nature.

 

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12. Description of the capital structure and ownership after the operation, in accordance with item 15 of the reference form

(Control and economic group – Items 15.1 and 15.2 of the reference form)

SUZANO

 

Shareholders		Nationality				Individual/ Corporate Taxpayer ID (CPF/CNPJ)				Number of Shares Held												Ownership interest												Controlling shareholder				Shareholders Agreement				Last amendment
										ON				PN				Total				ON%				PN%				Total %*
Daniel Feffer			Brazilian				011.769.138-08				48,077,095				0				48,077,095				3.5	%			0				3.5	%			Yes				Yes				8/30/2017
Jorge Feffer			Brazilian				013.965.718-50				46,423,360				0				46,423,360				3.4	%			0				3.4	%			Yes				Yes				8/30/2017
Ruben Feffer			Brazilian				157.423.548-60				46,856,578				0				46,856,578				3.4	%			0				3.4	%			Yes				Yes				8/30/2017
David Feffer			Brazilian				882.739.628-49				52,741,764				0				52,741,764				3.9	%			0				3.9	%			Yes				Yes				8/30/2017
Suzano Holding S.A			Brazilian				60.651.809/0001-05				367,612,234				0				367,612,234				27	%			0				27	%			Yes				Yes				8/30/2017
Other Managers			—				—				5,175,253				0				5,175,253				0.4	%			0				0.4	%			No				No				Not applicable
BNDES Part. S.A.—BNDESPAR			Brazilian				00.383.281/0001-09				150,185,209				0				150,185,209				11	%			0				11	%			No				Yes				8/30/2017
Bound Persons			—				—				56,470,348				0				56,470,348				4,1	%			0				4,1	%			No				No				Not applicable
Mondrian Investment Partners Limited			British				—				72,878,900				0				72,878,900				5.4	%			0				5.4	%			No				No				Not applicable
Votorantim S.A.			Brazilian				03,407,049/0001-51				75,147,466				0				75,147,466				5.5	%			0				5.5	%			No				No				Not applicable
Other			—				—				427,296,948				0				427,296,948				31.4	%			0				31.4	%			No				No				Not applicable
Treasury Shares			—				—				12,042,004				0				12,042,004				0.9	%							0.9	%			No				No				Not applicable
Total			—				—				1,360,907,159				0				1,360,907,159				100				0				100				—				—				—

 

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FIBRIA

 

Shareholders		Nationality				Individual/ Corporate Taxpayer ID (CPF/CNPJ)				Number of Shares Held*												Ownership interest												Controlling shareholder				Shareholders Agreement				Last amendment
										ON*				PN				Total*				ON%				PN*%				Total%
Suzano Papel e Celulose S.A.			Brazilian				16.404.287/0001-55				553,080,611				0				553,080,611				100				0				100				Yes				No				—
Treasury Shares			—				—				854,035								854,035				0								0				—				—				—
Total			Brazilian								553,934,646				0				553,934,646				100				0				100				—				—				—

 

*	Capital amount and number of common shares of Fibria subject to adjustments mentioned in Clauses 1.1 and 2.1 of the Merger Agreement.

 

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(Distribution of Capital Stock – Item 15.3 of the Reference Form)

SUZANO

 

Date of the last shareholders meeting			4/26/2018
Number of individual shareholders			11,521
Number of corporate shareholders			115
Number of institutional investors			1,339
Total			12,975

Free-float Shares

The free float corresponds to all shares of the issuer except those held by the controlling shareholders and persons bound thereby, by the managers of the issuer and treasury shares.

 

Number of Common shares in the free float			468,453,982				42.36	%
Number of Preferred shares in the free float			0				0	%
Total			468,453,982				42.36	%

FIBRIA

 

Date of the last shareholders meeting			4/27/2018
Number of individual shareholders			12,412
Number of corporate shareholders			1,271
Number of institutional investors			258
Total			13,941

Free-float Shares

The free float corresponds to all shares of the issuer except those held by the controlling shareholders and persons bound thereby, by the managers of the issuer and treasury shares.

 

Number of Common shares in the free float			229,063,957				41.35	%
Number of Preferred shares in the free float			0				0	%
Total			229,063,957				41.35	%

SUZANO AND FIBRIA

 

Date of the last shareholders meeting		Date of the ESM that will approve the Operation
Number of individual shareholders			23,933	*
Number of corporate shareholders			1,386	*
Number of institutional investors			1,597	*
Total			26,916	*

 

(*)	Estimates based on the sum of the positions of Suzano and Fibria in April 2018 of both companies, without adjustments for any overlapping.

(Item 15.4 of the Reference Form)

Management believes the information provided in items 15.1 and 15.2 is sufficient, making it unnecessary to include an organizational chart.

(Shareholders’ Agreement – Item 15.5 of the Reference Form)

After consummation of the Operation, the following Shareholders Agreements related to Suzano will remain in force.

1. Stock Transfer Agreement (“Agreement”)

a) Parties

David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer jointly with their respective successors and permitted assignees (as defined in the Agreement) that may come to hold shares bound to the Agreement (each part a “Shareholder” and, collectively, “Shareholders”). In addition to the shares issued by the Company and indicated in the table below, the following are also bound by the Agreement: (i) shares resulting from bonus, stock split or reverse stock split of the shares indicated in the table below;(ii) preemptive rights or preferred rights arising from the shares indicated in the table below; (iii) shares arising from the exchange, conversion, merger (including of shares), consolidation, spin-off or other type of corporate reorganization arising from the shares indicated in the table below; or (iv) new shares subscribed to in the exercise of preemptive or preferred rights attributed to the shares indicated in the table below, as well as warrants, options and other securities attributed to the shares indicated in the table below and convertible into shares of the Company.

Shareholder		Number of Bound ON Shares				% total Capital Stock
David Feffer			46,423,360				4.198
Daniel Feffer			46,423,360				4.198
Jorge Feffer			46,423,360				4.198
Ruben Feffer			46,423,360				4.198
Total			185,693,440				16.792

b) Date of execution

September 28, 2017.

c) Duration

Duration of ten (10) years from the date of its execution, automatically renewed for additional periods of ten (10) years if none of the shareholders expresses their intention otherwise in the second last year of each ten-year period referred to above.

d) Description of the clauses related to the exercise of voting right and control

There are no clauses related to the exercise of voting right and control.

e) Description of clauses related to the nomination of managers or members of committees established in the bylaws

There are no clauses related to the nomination of managers or members of committees established in the bylaws.

f) Description of clauses related to the transfer of shares and preemptive rights in acquiring them

Observing the permitted transfers described in the second last paragraph of this item (f), Shareholders and their successors and assignees are not allowed to transfer, in any way or by any means, fully or partially, directly or indirectly, their shares issued by the Company and bound by the Agreement, or create a lien on such shares, except for any clauses preventing communication or pledging that maybe included in donation instruments or wills, or if approved, in written, by all Shareholders.

Shareholders are also prohibited from publicly trading (as defined in the Agreement) the shares bound by the Agreement, at any time, fully or partially, except as may be previously authorized by written consent of all Shareholders.

Additionally, the Agreement includes a Right of First Offer and Preemptive Right if any Shareholder (“Offeror Shareholder”) intends to transfer, fully or partially, directly or indirectly, their shares bound by the Agreement, as follows:

(i) Right of First Offer: The Offeror Shareholder must first, and as a condition for the transfer, forward to the other Shareholders (“Offeree Shareholders”) its binding proposal for sale, whereby the Offeror Shareholder agrees to sell its shares if one or more of the Offeree Shareholders exercise their right to acquire such shares, within the periods and in accordance with the procedures in the Agreement (“Right of First Offer”). The Offeree Shareholders may acquire up to all the bound shares offered, in accordance with the terms and conditions proposed by the Offeror Shareholder, and the absence of communication by the Offeree Shareholders will be construed as their failure to exercise their Right of First Offer. If two or more Offeree Shareholders exercise the Right of First Offer, the offered bound shares will be distributed among such Offeree Shareholders (x) in the proportion agreed among the Offeree Shareholders who exercised their Right of First Offer; or, if there is no agreement for this purpose (y) in proportion to the number of bound shares held thereby in relation to the total number of bound shares issued by the Company (excluding the interest held by the Offeror Shareholder and the other Offeree Shareholders who did not exercise their Right of First Offer). If the Offeree Shareholders fail to exercise their Right of First Offer, the Offeree Shareholder is authorized to obtain, through a private procedure, a firm proposal in good faith from a third party interested in acquiring all bound shares offered, provided that (I) such third parties does not represent any Common Interest (as defined in the Agreement) with the Offeror Shareholder or exercises, directly or indirectly, Competing Activity as defined in the Agreement); and (II) the price obtained is greater than the proposed transfer amount for the purposes of exercise of the Right of First Offer, plus the variation in the CDI rate from the date of submission of the notice of the Right of First Offer to all Offeree Shareholders to the date of respective receipt (“Proposal”). After obtaining the Proposal, the transfer of the offered bound shares will be subject to the preemptive right below.

(ii) Preemptive Right: After receipt of the Proposal to sell, directly or indirectly, all offered bound shares to a proposing third party in accordance with the terms above, the Offeror Shareholder must grant the Offeree Shareholders preemptive right to acquire such offered bound shares, in identical terms and conditions to the Proposal, in accordance with the terms and procedures set forth in the Agreement (“Preemptive Right”). The Offeree Shareholders may acquire up to all the offered bound shares, and the absence of any communication will be construed as their failure to exercise their Preemptive Right. If two or more Offeree Shareholders exercise their Preemptive Right, the offered bound shares will be distributed among such Offeree Shareholders (I) in the proportion agreed among the Offeree Shareholders who exercised their Preemptive Right; or, if there is no agreement for this purpose (II) in proportion to the number of bound shares held thereby in relation to the total number of bound shares issued by the Company (excluding the interest held by the Offeror Shareholder and the other Offeree Shareholders who did not exercise their Preemptive Right). If the Offeree Shareholders fail to exercise their Preemptive Right, the Offeror Shareholder will be authorized to transfer to the proposing third party the offered bound shares, strictly in accordance with the Proposal. Such provisions regarding the Preemptive Right apply to their assignment, subject to specific deadlines and procedures established in the Agreement.

The Transfer of the offered shares after ninety (90) days from the end of the period for exercising Preemptive Rights shall once again be subject to the procedures related to the Right of First Offer and Preemptive Right.

Note that no transfer of bound shares shall be made to a third party that engages in a Competing Activity, directly or indirectly, or that has a Common Interest with anyone who engages in a Competitive Activity, in accordance with the Agreement.

Any shares bound to the Agreement that are transferred to third parties, in accordance with a possible Proposal, will, upon the transfer, be automatically released from the Agreement.

Notwithstanding the prohibitions above, each Shareholder may transfer their bound shares (including the Right of First Offer and the Preemptive Right to the acquisition), at any time: (i) to another Shareholder in their own Shareholder Group; (ii) to their Successors; and (iii) to their Permitted Assignees (as defined in the Agreement). Such permitted transfers are subject to the following: (1) that the affiliate assignee joins the Agreement, thereby comprising the group of the shareholders of the assigning Shareholder; (2) that the assigning Shareholder, individually or jointly with their Successors, is, directly or indirectly, the holder of the total capital of the affiliate, and further undertakes: (2.i) not to transfer, share or sell their ownership interest, directly or indirectly, as applicable, in the respective Permitted Assignee, in any way, without reacquiring the bound shares and fulfilling the restrictions on the transfer of bound shares; and (2.ii) to jointly guarantee all obligations of the assignee affiliate related to the Agreement.

Finally, if the bound shares owned by any of the Shareholders are subject to involuntary burden, the Shareholder in question may request the release of the shares and, in the case of forced forfeiture, the other Shareholders will have the right to acquire such shares that are the object of the involuntary burden, in accordance with the terms, prices and procedures established in the Agreement. If more than one Shareholder exercises their purchase right, such shareholder may acquire the shares under lien in proportion to the number of bound shares they hold in relation to the total bound shares issued by the Company bound to the Agreement, excluding the ownership interest owned by the Shareholder holding the shares under lien and the Shareholders that do not exercise their purchase right.

g) Description of clauses that restrict or bind the right to vote of members of the board of directors

There is no clause related to the restriction or binding to voting rights of members of the board of directors.

2. Voting Agreement (“Voting Agreement”)

a) Parties

David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer and Suzano Holding S.A. as well as their heirs, Successors and Permitted Assignees, as applicable, that become holders of the shares bound to the Voting Agreement (each one a “Shareholder” and, collectively, the “Shareholders”).

The following shares, in addition to the shares issued by the Company indicated in the table below, are bound to the Voting Agreement: (i) shares resulting from bonus, stock split or reverse stock split of the shares indicated in the table below; (ii) preemptive rights or preferred rights arising from the shares indicated in the table below; (iii) shares resulting from the exchange, conversion, merger (including of shares), consolidation, spin-off or other type of corporate reorganization arising from the shares indicated in the table below; or (iv) new shares subscribed to in the exercise of preemptive or preferred rights attributed to the shares indicated in the table below, as well as warrants, options and other securities attributed to the shares indicated in the table below and convertible into shares issued by the Company.

 

Shareholder		Number of ON Bound Shares				% total Capital Stock
David Feffer			46,423,360				4.198
Daniel Feffer			46,423,360				4.198
Jorge Feffer			46,423,360				4.198
Ruben Feffer			46,423,360				4.198
Suzano Holding S.A.			367,612,234				33.243
Total			553,305,674				50.035

b) Date of execution

The Voting Agreement was entered into on September 28,2 017 and took force as of the date of Admission of the Company into the Novo Mercado trading segment.

c) Duration

Duration of ten (10) years from the date of its execution, automatically renewed for additional periods of ten (10) years if none of the shareholders expresses their intention otherwise in the penultimate year of each ten-year period referred to above.

Irrespective of its duration, the Voting Agreement may be terminated at any time, upon prior notice of thirty (30) days, by any of the two (2) Shareholder Groups, jointly, of the following Shareholders: David, Daniel, Jorge and Ruben. Additionally, the Voting Agreement establishes that it will end automatically on the date that the Shareholders Agreement of Suzano Holding S.A. signed on September 28, 2017 by and between David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer (“Shareholders Agreement of Suzano Holding”) is terminated, even in case of early termination.

d) Description of the clauses related to the exercise of voting right and control

Prior to the holding of any Shareholders’ Meeting of the Company, a prior meeting of the Representatives of the Shareholder groups (“Representatives”) shall be held to determine the vote to be cast with regard to all matters submitted for consideration and vote at said Shareholders’ Meeting uniformly (“Prior Meeting”).

At the Prior Meetings, the Representatives will be entitled to one vote for each bound common share held by the Shareholder group they represent. Approval of the matters described above depends on the confirming vote of bound shares representing the majority of all Bound Shares (“Resolution Quorum”).

The absence of any Representative from the Prior Meeting, provided it was duly held and reached the Resolution Quorum, shall not release the absent Representative or Shareholder from their obligation to vote as a block.

e) Description of clauses related to the nomination of managers or members of committees established in the bylaws

There are no clauses related to the nomination of managers or members of committees established in the bylaws.

f) Description of clauses related to the transfer of shares and preemptive right in acquiring them

There is no provision regarding the transfer of shares or preemptive right in acquiring them.

The permitted successors and assignees that may come to hold shares bound by the Voting Agreement, as defined in the Voting Agreement, shall, as a condition for the respective transfer to be validated, join the Voting Agreement, as components of the Shareholder Group or of the assigning Shareholder.

Additionally, any shares bound to the Voting Agreement that are transferred to third parties, will be, upon the transfer, automatically released from the Voting Agreement.

3. Voting Agreement BNDESPAR (“Voting Agreement BNDESPAR”)

a) Parties

David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Suzano Holding S.A. (“SH Shareholders”) and BNDES Participações S.A. – BNDESPAR (“BNDESPAR”), and, as intervening-consenting party, the Company.

SH Shareholders undertake before BNDESPAR to exercise their voting rights in relation to the shares issued by Suzano that they hold, while the obligations under the BNDESPAR Voting Agreement remains in force, and to observe any restriction to the trading of the Affected Shares (i.e. (i) three hundred, sixty-seven million, six hundred and twelve thousand, two hundred thirty-four (367,612,234)shares issued by Suzano and held by Suzano Holding, representing, on the date of the BNDESPAR Voting Agreement, one hundred percent (100%) of the common shares issued by Suzano and held by Suzano Holding; and (ii) thirty-six million, nine hundred nineteen thousand, two hundred thirty-five (36,919,235) shares issued by Suzano held by David Feffer, thirty-three million, six hundred fifty-three thousand, nine hundred sixty-seven (33,653,967) shares issued by Suzano held by Daniel Feffer, thirty-two million, four hundred ninety-six thousand, three hundred fifty-two (32,496,352) shares issued by Suzano held by Jorge and thirty-two million, seven hundred ninety-nine thousand, six hundred five (32,799,605) shares issued by Suzano held by Ruben, representing approximately seventy percent (70%) of the shares held, individually, by David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer on March 15, 2018.

b) Date of execution

The BNDESPAR Voting Agreement was entered into on March 15, 2018.

c) Duration

Duration of the BNDESPAR Voting Agreement is subject to the effective consummation of the Operation and will remain in force while any of the obligations of the SH Shareholders under Clauses III and IV of the BNDESPAR Voting Agreement continues to exist.

If the Operation is not consummated in accordance with Clause VIII of the Voting Commitment and/or the Voting Commitment and/or the Merger Agreement are terminated by any reason, the BNDESPAR Voting Agreement will be automatically terminated, without any penalty, indemnification or contractual fine due by one party to another under the BNDESPAR Voting Agreement.

d) Description of the clauses related to the exercise of voting right and controlling power

Subject to the consummation of the Operation, SH Shareholders undertake to instruct the members of the Board of Directors nominated thereby, and who are not considered Independent Directors, pursuant to the Novo Mercado Listing Rules: (i) to adopt all measures required for approval, by the Board of Directors, within ninety (90) days as of the date of consummation of the operation, the Company’s Policy for Nominating Members of the Board of Directors, to be

adopted as of the Company’s first Annual Shareholders’ Meeting that elects the members of the Board of Directors and that is held after completion of the Operation due to the end of the tenures of the members of the Board of Directors then underway, in accordance with the BNDESPAR Voting Agreement; (ii) ) to manage the Company and its Controlled Companies, subsidiaries, associated companies and consortia, in observance of the restrictions, as applicable, established in the financial obligations of the BNDESPAR Voting Agreement; (iii) to adopt the necessary measures so that any change to the financial policy or its revocation by means of decision of the Board of Directors shall only be carried out with the approving vote of at least sixty percent (60%) of its members, including at least one (1) approving vote by an independent member of the Board of Directors.

SH Shareholders may exercise their voting rights to amend the Company’s Bylaws in order to increase the maximum number of seats in the Company’s Board of Directors from nine (9) to ten (10) members. If SH Shareholders choose to increase the number of seats on the Company’s Board of Directors, pursuant to Section 3.8 of the BNDESPAR Voting Agreement, SH Shareholders must inform this fact to BNDESPAR in writing, within thirty (30) days from the consummation of the Operation.

BNDESPAR will have the right to express its opinion previously on any proposal of distribution of dividends or investments to be made in situations where the debt target is or will be exceeded, in accordance with the BNDESPAR Voting Agreement.

e) Description of clauses related to the nomination of managers or members of committees established in the bylaws

Subject to consummation of the Operation, and as long as BNDESPAR holds shares issued by

Within ninety (90) days from the consummation of the Operation, SH Shareholders shall cause the Company’s Management to call an Extraordinary Shareholders’ Meeting to: (a) if SH shareholders chose not to increase the number of seats on the Company’s Board of Directors in accordance with item “d” above (i) take cognizance of the resignation of one (1) of the Company’s directors; and (ii) elect the member of the Board of Directors nominated by BNDESPAR, observing the provisions in Sections 3.8.1.1 and 3.8.1.3 of the BNDESPAR Voting Agreement; (b) if SH shareholders chose to increase the number of seats on the Company’s Board of Directors in accordance with item “d” above (i) amend the Company’s Bylaws, so as to increase the maximum number of seats on the Company’s Board of Directors from nine (9) to ten (10); and (ii) elect the member of the Board of Directors nominated by BNDESPAR, observing the provisions in Sections 3.8.1.1 and 3.8.1.3 of the BNDESPAR Voting Agreement;

Note that, by the date of consummation of the Operation, BNDESPAR shall deliver written correspondence to the Chairman of the Company’s Board of Directors, indicating the name and identification of the candidate for member of the Board of Directors that BNDESPAR intends to nominate. Such nominee must pass the vetting of the Eligibility Committee described in the Company’s Policy for Nominating Members of the Board of Directors, as defined in the BNDESPAR Voting Agreement;

As of the Annual Shareholders Meeting to be held in 2020, inclusive, the member of the Board of Directors to be nominated by BNDESPAR shall make up the slate to be recommended by the Management of the Company.

f) Description of clauses related to the transfer of shares and preemptive right in acquiring them

SH Shareholders are prohibited from directly or indirectly selling, in any way (“Transfer”), the Affected Shares they hold, or any rights related to such Affected Shares, or from establishing any liens or encumbrances of any nature, in-court or out-of-court, on such Shares, including, but not limited to, pledge, security, usufruct, fiduciary sale, fideicommissum, hiring of a purchase and sale commitment or granting of option, institution of preemptive right or rent of Affected Shares (“Lock-up”) from the Date of consummation of the Operation until December 31, 2019 (“Lock-up Period”).

The above restrictions do not apply to the Transfer of Affected Shares by Affiliates of SH Shareholders, as defined in the BNDESPAR Voting Agreement, provided they observe the Lock-up Period.

Moreover, Suzano is prohibited, irrevocably and irreversibly, from contracting or carrying out the direct or indirect sale, disposal or transfer, in any way, of the shares issued by Fibria, or any rights related to such shares (“Suzano Lock-up”) during the Lock-up Period. The Suzano Lock-up will end automatically, regardless of any need for consent or statement of any of the Parties, on December 31, 2019. The Suzano Lock-up does not apply to any Transfer made in connection with Suzano’s and/or Fibria’s corporate restructuring involving (i) the merger of Fibria with Suzano or of Suzano with Fibria; (ii) other corporate restructurings that result in or involve the sale of assets of Fibria and/or Suzano in connection with the need to comply with any restrictions imposed by or agreed upon with antitrust entities or agencies and/or in connection with or for the purpose of complying with the financial policy, as defined in the BNDESPAR Voting Agreement.

Note that the Voting Agreement does not include any restriction to the transfer of Affected Shares or shares issued by Fibria after the Lock-up Period, so that SH shareholders and Suzano will be free to transfer Affected Shares or shares issued by Fibria immediately after the end of the Lock-Up Period. The transfer of Affected Shares or any other SH Shares to any Person who is not an affiliate shall automatically result in the release of such shares from the BNDESPAR Voting Agreement, automatically.

(Items 15.6, 15.7 and 15.8 of the Reference Form)

Unchanged due to the intended operation.

13. Number, class, nature and type of security of each company involved in the operation held by any other companies involved in the operation, or by persons bound to these companies, as defined in the rules governing public tender offers

Suzano holds, on this date, five hundred (500) registered common shares with no par value, representing 100% of the capital of Holding.

14. Exposure of any of the companies involved in the operation, or persons bound thereto, as defined in the rules governing public tender offers, to derivatives having as underlying securities those issued by other companies involved in the operation

Not applicable.

15. Report comprising all transactions in the last six (6) months made by the following people, involving securities issued by companies involved in the operation:

a. Companies involved in the Operation:

i. Private purchase operations

Not applicable.

ii. Private sale operations

Not applicable.

iii. Purchase operations in regulated markets

Not applicable.

iv. Sale operations in regulated markets

Not applicable.

b. parties related to the companies involved in the operation

i. Private purchase operations

None.

ii. Private sale operations

None.

iii. Purchase operations in regulated markets

FIBRIA SHARES HELD BY THE MANAGEMENT OF FIBRIA

Last six (6) months from January 31, 2018 to July 31, 2018

 

Board of Directors

Statutory Board of Executive Officers

Audit Committee

Total

(1) average price:

N/A

22.99

N/A

22.99

(2) number of shares involved:

N/A

57,370

N/A

57,370

(3) security involved:

N/A

ON

N/A

ON

(4) percentage in relation to the class and type of security:

N/A

0.0104

%

N/A

0.0104

%

(5) other relevant conditions:

N/A

N/A

N/A

N/A

FIBRIA SHARES HELD BY THE MANAGEMENT OF SUZANO

Last six (6) months from January 31, 2018 to July 31, 2018

 

Board of Directors

Statutory Board of Executive Officers

Audit Committee

Total

(1) average price:

N/A

65.53

N/A

65.53

(2) number of shares involved:

N/A

300,000

N/A

300,000

(3) security involved:

N/A

ON

N/A

ON

(4) percentage in relation to the class and type of security:

N/A

0.05416

%

N/A

0.05416

%

(5) other relevant conditions:

N/A

N/A

N/A

N/A

SUZANO SHARES HELD BY THE MANAGEMENT OF SUZANO

Last six (6) months from January 31, 2018 to July 31, 2018

 

Board of Directors

Statutory Board of Executive Officers

Audit Committee

Total

(1) average price:

N/A

4.73

N/A

4.73

(2) number of shares involved:

N/A

1,800,000

N/A

1,800,000

(3) security involved:

N/A

ON

N/A

ON

(4) percentage in relation to the class and type of security:

N/A

0.1628

%

N/A

0.1628

%

(5) other relevant conditions:

N/A

Stock Option Plan

N/A

Stock Option Plan

v. Sale operations in regulated markets

FIBRIA SHARES HELD BY THE MANAGEMENT OF FIBRIA

Last six (6) months from January 31, 2018 to July 31, 2018

 

Board of Directors

Statutory Board of Executive Officers

Audit Committee

Total

(1) average price:

56.65

70.52

N/A

69.83

(2) number of shares involved:

2,000

38,099

N/A

40,099

(3) security involved:

ON

ON

N/A

ON

(4) percentage in relation to the class and type of security:

0.00036

%

0.00688

%

N/A

0.00724

%

(5) other relevant conditions:

N/A

N/A

N/A

N/A

FIBRIA SHARES HELD BY THE MANAGEMENT OF SUZANO

Last six (6) months from January 31, 2018 to July 31, 2018

 

Board of Directors

Statutory Board of Executive Officers

Audit Committee

Total

(1) average price:

N/A

N/A

N/A

N/A

(2) number of shares involved:

N/A

N/A

N/A

N/A

(3) security involved:

N/A

N/A

N/A

N/A

(4) percentage in relation to the class and type of security:

N/A

N/A

N/A

N/A

(5) other relevant conditions:

N/A

N/A

N/A

N/A

SUZANO SHARES HELD BY THE MANAGEMENT OF SUZANO

Last six (6) months from January 31, 2018 to July 31, 2018

 

Board of Directors

Statutory Board of Executive Officers

Audit Board

Total

(1) average price:

N/A

34.2175

N/A

34.2175

(2) number of shares involved:

N/A

2,000,0000

N/A

2,000,0000

(3) security involved:

N/A

ON

N/A

ON

(4) percentage in relation to the class and type of security:

N/A

0.1809

%

N/A

0.1809

%

(5) other relevant conditions:

N/A

N/A

N/A

N/A

16. Documents whereby the Special Independent Committee submitted its recommendations to the Board of Directors, in case the operation was negotiated in accordance with CVM Guidance Update 35, of 2008.

Not applicable.

***

APPENDIX I.1 – MERGER AGREEMENT

PROTOCOL AND JUSTIFICATION OF MERGER OF SHARES

ISSUED BY FIBRIA INTO EUCALIPTO HOLDING S.A., FOLLOWED BY

MERGER OF EUCALIPTO HOLDING S.A. INTO SUZANO PAPEL E CELULOSE

The management of the companies identified below, as well as the respective companies identified below:

 

(a)

SUZANO PAPEL E CELULOSE S.A., a publicly-held company, enrolled with the CNPJ/MF under No. 16.404.287/0001-55, with head office in the city of Salvador, State of Bahia, on Avenida Professor Magalhães Neto, No. 1752, 10th floor, rooms 1010 and 1011, district of Pituba, zip code 41810-012, herein represented in accordance with its Articles of Incorporation (“SUZANO”);

 

(b)

FIBRIA CELULOSE S.A., a publicly-held company, enrolled with the CNPJ/MF under No. 60.643.228/0001-21, with head office in the city of São Paulo, Estado de São Paulo, on Rua Fidêncio Ramos, No. 302, 3th and 4th (section) floors, Edifício Vila Olímpia Corporate, Tower B, district of Vila Olímpia, zip code 04551-010, herein represented in accordance with its Articles of Incorporation (“FIBRIA”); and

 

(c)

EUCALIPTO HOLDING S.A., a closely-held company, enrolled with the CNPJ/MF under No. 29.339.648/0001-79, with head office in the city of São Paulo, Estado de São Paulo, on Avenida Brigadeiro Faria Lima, No. 1355, 8th floor, room No. 2, district of Pinheiros, zip code 01452-919, herein represented in accordance with its Articles of Incorporation (“Holding” and, jointly with SUZANO and FIBRIA, the “Parties” or “Companies”),

For the reasons of and aiming at achieving the goals detailed below in conformity with Articles 224 and 225 of Law No. 6.404/76, have decided to execute this protocol and justification (“Protocol and Justification”) seeking (a) the merger of the shares issued by FIBRIA into the Holding, which the totality of shares shall be, as of the date of completion of the merger of the shares issued by FIBRIA, owned by SUZANO; and (b) the subsequent merger of the Holding into SUZANO, both of which shall be submitted to approval of their respective shareholders at extraordinary shareholders’ meetings, under the following terms and conditions:

1. Description of the Transaction, Reasons or Purposes and Interests of the Companies

 

1.1.	A corporate reorganization will be submitted to the shareholders of the Companies, which stages are detailed below (“Transaction”), which shall result (a) in the ownership by SUZANO of the totality of the shares issued by FIBRIA; and (b) assuming that the total capital stock of FIBRIA is

 

4

represented, as of the Transaction Completion Date (as defined below), by five hundred and fifty-three million, eighty thousand, six hundred and eleven (553,080,611) ordinary, ex-treasury shares, disregarding the shares resulting from the vesting of stock options, and the total capital stock of SUZANO is represented, as of the Transaction Completion Date, by one billion, ninety-one million, nine hundred and eighty-four thousand, one hundred and forty-one (1,091,984,141) ordinary, ex-treasury shares, disregarding the shares resulting from the vesting of stock options, and subject to the provisions in Section 2 below, in the receipt, by FIBRIA’s shareholders, for each ordinary share issued by FIBRIA that they own at the referred date, of:

 

(a)

a cash payment in Brazilian currency of fifty-two Reais and fifty cents (R$52.50) (“Cash Installment”), adjusted as set forth in this Protocol and Justification (after the adjustments, the “Redemption Value for Each One of the Holding’s Redeemable Preferred Share”), to be paid cash, in a single installment, at the Transaction Completion Date (“Financial Settlement Date”); and

 

(b)	zero point four six one one (0.4611) ordinary share issued by SUZANO (“Reference Exchange Ratio”), adjusted as set forth in this Protocol and Justification (after the adjustments, the “Final Quantity of SUZANO’s Shares per Holding’s Ordinary Shares”).

1.2. The Transaction shall comprise the following stages, all interdependent and related among them, whose completions will be subject to the applicable corporate approvals as well as to the compliance with the conditions precedent referred to in item 3.1 below, all such stages to be coordinated in order to occur at the same date:

 

(a)

the Holding’s capital increase, upon issuance of eight hundred and fifty-five million, three hundred seventy-seven thousand, six hundred and thirty-five (855,377,635) new ordinary, registered shares, with no face value, subject to adjustment in the event of a change in the number of shares to be issued by the Holding as per item (b) below, such that the number of ordinary shares subscribed by SUZANO represents, after the issuance set forth in item (b), sixty-one percent (61%) of the total ordinary shares and forty-four percent (44%) of the total capital of Holding, which shall be fully paid-up by SUZANO, either directly or through any of its Affiliates (as defined below), in Brazilian currency, until the Transaction Completion Date, for the total issuance price equal to the Redemption Value of the Holding’s Redeemable Preferred Shares, a portion of which, to be defined at the general shareholders’ meeting, shall be allocated to the constitution of a capital reserve, being that, in case of subscription of said shares by an Affiliate of SUZANO, they will be fully transferred to SUZANO before or at the Transaction Completion Date, in such manner as may be determined by SUZANO (“Holding’s Capital Increase”);

 

5

(b)

at the same date, as an subsequent and interdependent act of Holding’s Capital Increase, a merger of all the shares issued by FIBRIA into Holding, by their economic value, resulting in the issuance, by Holding, on behalf of the shareholders of FIBRIA who own the merged shares (“FIBRIA’s Shareholders”), of ordinary shares and of redeemable preferred shares issued by Holding, it being certain that for each ordinary share issued by FIBRIA one (1) ordinary share and one (1) redeemable preferred share issued by Holding shall be delivered, (subject to the adjustments mentioned in item 2.1), as set forth in the item 4.1 (“Merger of FIBRIA’s Shares”). After the Merger of FIBRIA’s Shares is carried out, FIBRIA shall keep its own legal personality and equity, there being no legal succession;

 

(c)

at the same date, as an subsequent and interdependent act of the Merger of FIBRIA’s Shares, redemption of all the preferred shares issued by Holding, upon payment, for each one (1) preferred share issued by Holding being redeemed, of the Redemption Value for Each One (1) of the Holding’s Redeemable Preferred Share (“Redemption”). Once they are redeemed, the Holding’s preferred shares will be cancelled against the capital reserve; and

 

(d)

at the same date, as an subsequent and interdependent act of the Redemption, merger of Holding into SUZANO, for Holding’s equity book value (already taking into consideration the effects of the Holding’s Capital Increase, of the Merger of FIBRIA’s Shares and of the Redemption), with the consequent termination of the Holding and succession, by SUZANO, in all its properties, rights and obligations, with the consequent migration of FIBRIA’s Shareholders to become SUZANO’s shareholders (“Holding Merger”).

1.2.1. Although the stages foreseen in item 1.2 will occur one subsequently to the others, all of them are part of one sole legal transaction, being a premise that each of the stages will not be individually effective without the others also becoming effective and fully implemented as a whole. Thus, the Transaction may not be partially approved at a general shareholders’ meeting of the Companies or partially implemented.

1.3. It is intended, with the Transaction, to create a solid company, owning first-line and strategically located assets, able to efficiently supply customers on all the continents with its products.

 

6

1.3.1. The integration of the Companies’ activities will allow synergy gains to be obtained as a result of the reduction in forestry, logistics and administrative operational costs and risks, with significant efficiency gains to the Companies.

1.3.2. As a result of the Transaction herein described, the number of SUZANO’s outstanding shares will be added by the number of shares issued on behalf of FIBRIA’s shareholders after the merger of the Holding. After the conclusion of the Transaction, FIBRIA will cease to be listed on the stock exchange and its shareholders will become holders of SUZANO’s shares, abiding by the exchange ratio provided for in this Protocol and Justification.

1.3.3. The pro forma financial information prepared in compliance with the provisions in paragraph three of article 10 of CVM Instruction 565 already reflect the relevant changes in the financial situation of SUZANO and of FIBRIA, which occurred since the presentation of the more recent financial statements of the Companies up to the Base Data, as defined in item 4.3 below.

1.4. After the completion of the Transaction, the Companies shall continue to engage in their activities, with SUZANO’s registration as a publicly-held company to be maintained and with FIBRIA becoming a wholly-owned subsidiary of SUZANO. FIBRIA’s registration as a publicly-held company shall continue after the Transaction until further determination by SUZANO. Upon the completion of the Transaction, the shares issued by FIBRIA will cease to be listed on the Novo Mercado segment of B3 – S.A. – Brasil, Bolsa, Balcão and the American Depositary Shares (ADS) of FIBRIA will cease to be listed on the New York Stock Exchange (NYSE).

2. Calculation and Adjustments to the Exchange Ratio of FIBRIA-Holding and of the Final Quantity of SUZANO’s Shares per Holding’s Ordinary Shares

2.1. The exchange ratio of the shares issued by FIBRIA for ordinary and preferred shares issued by the Holding, as a result of the Merger of FIBRIA’s Shares, shall be proportionally adjusted in the event of a change in the number of shares of FIBRIA’s capital provided for in item 1.1 above, including for any and all share splits, reverse share splits and bonus of FIBRIA’s shares occurred as from March 15, 2018. Any splits of the Holding’s shares shall not impact the exchange ratio provided for in this Protocol and Justification. The exchange ratio of shares issued by Holding for shares issued by SUZANO shall be proportionally adjusted in the event of a change in the number of shares of FIBRIA’s and/or SUZANO’s capital provided for in item 1.1 above, including for possible splits, reverse splits and bonus of the shares issued by SUZANO.

 

7

2.2. The Cash Installment shall be subject to adjustment by the variation of the CDI verified between March 15, 2018 and the Financial Settlement Date. For purposes of this Protocol and Justification, “CDI” means the “over extra group” daily average rate for interbank deposits, expressed as an annual percentage, based on 252 business days, daily calculated and disclosed by B3, or any other index as may be further used in substitution thereof.

2.3 The Cash Installment shall be (i) reduced by the amount of any dividends, interest on equity and other income stated and/or paid by FIBRIA as from March 15, 2018 and with reporting date of the shareholder base (ex date) until and including the Transaction Completion Date; and (ii) deducted, as the case may be, of any withheld taxes due solely as a result of the Redemption. In the event of declaration of any dividends, interest on equity and other income by SUZANO as from March 15, 2018 and with reporting date of the shareholder base (ex date) until the Transaction Completion Date, the Cash Installment shall be added by the amount corresponding to the dividends that FIBRIA’s shareholders would receive as if, at the dividend payment date, the Transaction had already been completed and such FIBRIA’s shareholders were already SUZANO’s shareholders. For the purposes hereof, the amounts for any dividends, interest on equity and other income being paid shall be updated to the positive variation of the CDI rate, from the respective payment date until the Financial Settlement Date. The minimum mandatory dividends already proposed by the managements of (i) SUZANO, on February 07, 2018, in the amount of three hundred and eighty million, one hundred and fourteen thousand, five hundred and four Reais and fifty-six cents (R$380,114,504.56) and (ii) FIBRIA, on January 29, 2018, in the amount of two hundred and fifty-seven million, seven hundred and fifty thousand, three hundred and eighty-four Reais and fifty-nine cents (R$257,750,384.59) shall not be considered for purposes of the adjustment provided for herein.

3. Conditions Precedent to the Completion of the Transaction

3.1. With due regard to the provisions in item 3.2 below, the closing of the Transaction shall, under the terms of article 125 of the Civil Code, be subject to compliance with the conditions precedent set forth below (“Conditions Precedent”):

 

(a)

approval of the Transaction by the following antitrust agencies in the pertinent jurisdictions: the Brazilian Council of Administrative and Economic Defense – CADE, in Brazil, the Federal Trade Commission – FTC and / or the Department of Justice – DOJ, as applicable, in the United States of America, the European Commission, in the European Union, and the Ministry of Commerce – State Administration for Market Regulation – SAMR, in the People’s Republic of China (“Antitrust Government Authorities”);

 

(b)	approval of the Transaction by ANTAQ;

 

8

(c)

obtaining the declaration of effectiveness by the Securities and Exchange Commission of the United States of America (“SEC”) of the registration statement filed by SUZANO with SEC for purposes of calling, holding and approving the Transaction at the General Shareholders’ Meeting of FIBRIA and of SUZANO, being certain that this condition may be waived by SUZANO, at its sole discretion, in case any discharge of registration obligation is applicable, according to SUZANO’s understanding;

 

(d)	non-existence of any law or order issued or enacted by a competent government authority (including the Federal Court of Auditors), or judicial authority or arbitration court which prevents the completion of the Transaction;

 

(e)

Non-occurrence of Material Adverse Effect. For this purpose, (1) “Material Adverse Effect” means in relation to FIBRIA: (i) a request for voluntary bankruptcy, court or out-of-court reorganization, liquidation or dissolution; (ii) declaration of bankruptcy; (iii) interdiction, prohibition, impairment or full shut-down for operation of the plant located in Três Lagoas or of the plant located in Aracruz for more than sixty (60) successive days; (iv) provisioning for one or more effective or contingent Losses of FIBRIA, and/or the effective disbursement by FIBRIA of one or more Losses, in any of the cases, of more than twenty percent (20%) of the market capitalization of FIBRIA as of this date and which, cumulatively: (a) do not arise out of the regular course of business and (b) are not recorded in the latest annual or quarterly financial statements, or have been disclosed in the latest Reference Form, up to this date made available to the market by FIBRIA; and (2) “Loss” means all the obligations, liabilities, contingencies, losses, direct damages, money liability or liability convertible into money (including adjustment to inflation, reasonable attorney’s fees and legal costs), claims, actions, lawsuits, investigations, final non-appealable judgments (including judicial, administrative or arbitration judgments), fines, interest, penalties, costs and expenses and imposition of a lien (including pledging of properties, assets, rights or claims, and / or partial, full, temporary or permanent limitation to the free use or disposal of any amounts deposited in bank accounts), deducted by any amounts recovered or that may be recovered by means of insurance proceeds;

 

(f)	Compliance, by the Companies, of their respective material obligations pursuant to this Protocol and Justification; and

 

(g)	SUZANO’s and FIBRIA’s representations and warranties contained in this Protocol and Justification shall be true and accurate, in all their material aspects, as of the Transaction Completion Date.

 

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3.1.1

The condition provided for in item 3.1(e) (non-occurrence of Material Adverse Effect) may be waived at any time by SUZANO, by means of a written notice. The conditions provided for in items 3.1(f) and 3.1(g) may be waived at any time by the non-defaulting Party by means of a written notice.

3.2. Once the Conditions Precedents are implemented or waived, any of the Companies may notify the other about the implementation of the Conditions Precedent and the Companies shall disclose a notice to the market informing, at least, the date on which the Transaction shall be completed, including the date as from which the shares issued by FIBRIA shall cease to be listed on the stock exchange. The date on which the Transaction shall be closed shall correspond to the 45^th day (or, if such is not a business day (the next following business day) counted from the publication of the referred notice to the market (“Transaction Completion Date”). On the day immediately before the Transaction Completion Date, the Companies shall inform the market about the base date and the consequent definition of FIBRIA’s shareholders who will receive the shares issued by SUZANO, as well as the final value of the Cash Installment and the final quantity of SUZANO shares per Holding’s Ordinary Share.

4. Exchange Ratio, Base Date, Appraisal, Capital Increase and Right of Withdrawal

4.1. It is proposed that, as a result of the Merger of FIBRIA’s Shares, that new ordinary shares and new redeemable preferred shares shall be issued by the Holding on behalf of FIBRIA’s Shareholders (considering the adjustments mentioned in item 2.1), all of them to be registered shares, with no face value, in substitution for the ordinary shares held by them in FIBRIA, at the ratio of 1 ordinary share and 1 redeemable preferred share issued by Holding for each ordinary share issued by FIBRIA (considering the adjustments mentioned in item 2.1). Therefore, this is not the case of fractional shares at this stage of the Transaction.

4.1.1. The new ordinary shares issued by the Holding shall be entitled to the same rights and advantages attached to the ordinary shares issued by the Holding now existing and owned by SUZANO and shall be entitled to participate in the income for the fiscal year in course at date of their issuance. The new preferred shares issued by the Holding shall not be entitled to voting rights, shall have priority upon capital reimbursement in case of liquidation, without premium, and shall be forthwith redeemed at the Transaction Completion Date, without the need, therefore, of an extraordinary shareholders’ meeting, it being certain that the Redemption Value for Each 1 of the Holding’s Redeemable Preferred Share shall be paid for each 1 preferred share issued by Holding being redeemed.

 

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4.1.2. As set forth in article 252, §2 of Law No. 6.404/76, the right of withdrawal shall be ensured to the shareholders who, uninterruptedly, since this date until the Transaction Completion Date, hold shares issued by FIBRIA and do not vote favorably for the Merger of FIBRIA’s Shares, refrain themselves from voting or do not appear to the pertinent extraordinary shareholders’ meeting, and expressly state their intention to exercise the right of withdrawal, within thirty (30) days counted from the publication of the minutes of the extraordinary shareholders’ meeting approving the Merger of FIBRIA’s Shares. The amount payable by way of reimbursement of the value of the shares shall be equal to the net asset value of FIBRIA’s share at December 31, 2017, as stated in FIBRIA’s financial statements approved at the general shareholders’ meeting held on April 27, 2018, which corresponds to twenty-six Reais and thirty-six cents (R$26.36) per share, without prejudice to the right to prepare a special balance sheet.

4.2. In continuity, it is proposed that, as a result of the Holding Merger, new ordinary shares are issued by SUZANO on behalf of the former shareholders of FIBRIA (who at such time will already be Holding’s shareholders), all of them to be registered shares, with no face value, in substitution for the ordinary shares issued by the Holding and held by them. The Final Quantity of SUZANO’s Shares per Holding’s Ordinary Shares shall be then issued for each ordinary share issued by Holding.

4.2.1. Any fractional shares issued by SUZANO arising out of the Holding Merger shall be grouped into whole numbers so that they are thereafter sold on the spot market managed by B3 S.A. – Brazil, Bolsa e Balcão, after the completion of the Transaction, under the terms of the notice to the shareholders to be timely disclosed. The proceeds of such sale will be made available net of fees to the former shareholders of FIBRIA owning the respective fractions of shares, proportionally to their interest in each share being sold.

4.2.2. The new shares issued by SUZANO will be entitled to the same rights and advantages attached to the ordinary shares issued by SUZANO and shall be entitled to participate in the income of the fiscal year in course as from their issuance date.

4.2.3. Whereas, at the date of the extraordinary shareholders’ meeting of Holding which will decide about its merger into SUZANO, the latter shall be the sole shareholder of the Holding, it is not the case of dissenting shareholders or right of withdrawal as a result of this stage of the Transaction.

4.3. The base date of the Transaction is March 31, 2018 (“Base Date”).

4.4. SUZANO’s management, on behalf of SUZANO and of the Holding, retained the services of Ernst & Young Assessoria Empresarial Ltda., enrolled with the CNPJ/MF under No. 59.527.788/0001-31 (“EY”) to appraise and determine the economic value of the shares issued by FIBRIA to be merged into the Holding, already taking into consideration the effects of the Holding’s Capital Increase (“Appraisal Report of

 

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FIBRIA’s Shares”); and (b) PricewaterhouseCoopers Auditores Independentes, enrolled with the CNPJ/MF under No. 61.562.112/0001-20 (“PwC”) to appraise and determine the book value of the Holding’s shareholders’ equity to be transferred to SUZANO by reason of the Holding Merger, already taking into consideration the effects of the Holding’s Capital Increase, Merger of FIBRIA’s Shares, and the Redemption (“Appraisal Report of Holding”). The Appraisal Report of the FIBRIA’s shares and the Appraisal Report of Holding constitute the Annex 4.4 to this Protocol and Justification.

4.5. The Merger of FIBRIA’s Shares will result in an increase of the Holding’s shareholders’ equity in an amount supported by the Appraisal Report of FIBRIA’s Shares, part of which, as determined by the general shareholders’ meeting, shall be allocated to the capital reserve and the balance shall be added to its capital stock.

4.6. The Holding Merger, on its turn, shall result in an increase of SUZANO’s shareholders’ equity in an amount equal to the portion of the Holding’s shareholders’ equity corresponding to the investment of FIBRIA’s shareholders in the Holding, after the Redemption, part of which shall be allocated to SUZANO’s capital stock and part of which shall be allocated to the capital reserve to be determined at the general meeting. The shares issued by the Holding and owned by SUZANO at the time of the Holding Merger shall be cancelled. The equity variations ascertained as from the Base Date until the date on which the Holding Merger is completed shall be appropriated by SUZANO.

4.7. Notwithstanding the fact that the exchange rates were agreed upon between SUZANO and FIBRIA, as independent parties, and that there is no right of recourse as a result of the Holding Merger, as mentioned in item 4.2.3, SUZANO, for information purposes and due to the reason that, at the date of the Holding Merger, it is the holding company of the Holding, has also requested to EY to prepare an appraisal report in conformity with article 264 of Law No. 6404/76, appraising the two shareholders’ equities following the same criteria and on the same date, at market prices (“Appraisal Report of Net Equity at Market Value”). The Appraisal Report of Net Equity at Market Value constitutes Annex 4.7 to this Protocol and Justification.

4.8. Under the terms of article 227, § 1 of Law nº 6.404/76, (i) the appointment of EY shall be submitted for confirmation to the General Shareholders’ Meeting of the Holding that will decide about the Merger of FIBRIA’s Shares, and, (ii) the appointment of PwC shall be submitted for confirmation to the General Shareholders’ Meeting of SUZANO that will decide about the Holding Merger.

 

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4.9. EY and PwC declare that (i) there is not any actual or potential conflict or community of interests, with the Companies’ shareholders or, further, as regards the Merger of FIBRIA’s Shares or the Holding Merger, as the case may be; and (ii) the shareholders or the directors of the Companies have not directed, limited, impaired or performed any acts which prevented or may have prevented the access, use or knowledge of information, properties, documents or work methodologies that are material for the quality of their conclusions. EY and PwC were selected for the works described herein in consideration of the wide and renowned experience both specialized companies have in preparing reports and appraisals of such nature.

4.10. SUZANO and the Holding, as the case may be, shall bear all the costs related to the hiring of EY and PwC for preparing the Appraisal Report of FIBRIA’s Shares, the Appraisal Report of Holding and the Appraisal Report of Net Equity at Market Value, as the case may be.

4.11. Each of the managements of SUZANO and of FIBRIA has retained advisory services from internationally renowned investment banks for helping their respective Boards of Directors in the process of making an informed decision regarding the financial parameters of the Transaction. Such financial institutions have not disclosed any impediment or conflict to issue the supporting reports or the fairness opinion.

4.12. Each of the managements of SUZANO and of FIBRIA has also prepared pro forma financial information for the surviving companies, as if they already existed, having the Base Date as reference, prepared in accordance with Law No. 6404/76, and with rules issued by the Brazilian Securities and Exchange Commission and submitted to reasonable assurance by an independent auditor registered with the Brazilian Securities and Exchange Commission.

5. Corporate Approvals

5.1. The effectiveness of the Merger of FIBRIA’s Shares, of the Redemption and of the Holding Merger shall depend on the performance of the following acts, all of them interdependent and with effects subject to the compliance with the Conditions Precedent, which acts shall be coordinated in order to occur at the same date:

 

(a)

extraordinary shareholders’ meeting of FIBRIA for it, in this order, to (i) approve the waiver of conduction of a public offer of acquisition of shares issued by FIBRIA, as set forth in Art. 33 of FIBRIA’s Articles of Incorporation within the scope of the Transaction; (ii) approve the Protocol and Justification; (iii) approve the Transaction; and (iv) authorize the subscription, by its directors, of new shares to be issued by the Holding;

 

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(b)

extraordinary shareholders’ meeting of the Holding for it, in this order, to (i) approve the Holding’s Capital Increase; (ii) approve the Protocol and Justification; (iii) ratify the appointment of EY; (iv) approve the Appraisal Report of FIBRIA’s Shares; (v) approve the creation of a class of preferred shares, as per item 4.1.1 above; (vi) approve the Merger of FIBRIA’s Shares; (vii) approve the increase of the capital stock to be subscribed and paid-up by the directors of FIBRIA, with consequent amendment to its articles of incorporation; (viii) approve the Redemption, with consequent amendment to its articles of incorporation; (ix) approve the Merger of the Holding into SUZANO; and (x) authorize the subscription, by its directors, of new shares to be issued by SUZANO; and

 

(c)

extraordinary shareholders’ meeting of SUZANO for it, in this order, to (i) ratify the investment, by SUZANO, either directly or through any of its Affiliates, in the amount of least twenty-nine billion, thirty-six million, seven hundred and thirty-two thousand, seventy-seven reais and fifty cents (R$29,036,732,077.50), upon subscription of new shares in the Holding; (ii) approve the Protocol and Justification; (iii) ratify the appointment of PwC;(iv) approve the Appraisal Report of Holding; (v) approve the Transaction; (vi) authorize the increase of the capital stock to be subscribed and paid-up by the Holding’s directors, with further amendment to its articles of incorporation; and (vii) approve the amendment to its articles of incorporation, substantially in the terms of Annex 5.1(c).

5.1.1. The managements of the Companies shall call the above referred general meetings and shall make their best efforts for the same to be held as soon as possible, so that the general meetings shall occur within not later than forty-five (45) days counted from the date of the declaration of effectiveness time by the SEC of the registration statement filed by SUZANO with the SEC for purposes of calling, holding and approving the Transaction by FIBRIA’s General Shareholders’ Meeting.

6. Filing with the Government Authorities

6.1. SUZANO filed the Transaction with ANTAQ, with the Dock Company of the State of São Paulo – CODESP (Companhia Docas do Estado de São Paulo) and the Ministry of Transport, Port and Civil Aviation – MTPAC (“Identified Government Authorities”) and with CADE, as well as with the other Antitrust Government Authorities, which shall be actively and diligently conducted by the legal counsels appointed by SUZANO.

6.1.1. With regard to the filing with CADE, the time period provided for in Section 6.1 above was deemed to have been met upon the filing of a draft notice with the CADE (containing the answers to the items listed in Annex I to CADE Resolution No. 2/2012) for preliminary review by the General Superintendent’s Office of CADE. With regard to the other Antitrust Government Authorities, the time period provided for in Section

 

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6.1 above was deemed to have been met upon the filing of a draft of the respective notice for beginning of the pre-notice period (and, in the case of the People’s Republic of China, with the filing of the initial notice for beginning of the pre-acceptance period), if applicable, or of the formal filing, in case the filing of a draft notice is not provided for in the applicable rules. SUZANO shall make its best efforts to proceed to the formal filing of the notices of the Transaction with the Antitrust Government Authorities as soon as reasonably possible after the filing of the initial drafts.

6.2 Without the prior consent by SUZANO, FIBRIA shall not make any contact with any Antitrust Government Authorities regarding the Transaction. In case such contacts may become possibly necessary, SUZANO shall have the opportunity to follow-up, take part in and lead such contacts.

7. Other Covenants

7.1. Until the Transaction Completion Date and save as otherwise provided for in this Protocol and Justification or if necessary for the completion of the Transaction, FIBRIA and SUZANO shall keep the regular course of their businesses and shall refrain themselves from performing any acts which may, in any way, materially affect their businesses or operations and, consequently, change, also materially, the balance of the replacement ratios defined herein or, further, prevent or impair the completion of the Transaction.

7.1.1. Without prejudice to the provisions in the head paragraph of this item 7.1, FIBRIA and SUZANO undertake to, until the Transaction Completion Date:

 

(i)	Conduct their activities in accordance with the provisions in their respective Articles of Incorporation;

 

(ii)	Not to issue, redeem, amortize, reimburse or repurchase shares or any securities convertible into or exchangeable for shares of the respective Company, as well as increase or reduce their capital stock;

 

(iii)

During the period of one hundred (100) days counted from March 15, 2018, not to carry out, either by itself or by its subsidiaries, the issue of any debt security and/or the execution of agreements or contracts with foreign financial institutions for the borrowing of new debts in foreign currency. For the sake of clarity, this prohibition does not include (a) any debt in Brazilian currency (Reais), entered into in Brazil, with Brazilian financial institutions, or though issue of debt securities in the local market; (b) disbursements related to agreements already entered into prior to March 15, 2018; (c) advances of exchange contracts; (d) advances against delivered bills of exchange; (e) any intercompany loans; and (f) entering into a Revolving Credit Facility (RCF) of up to five hundred million North-American Dollars (US$500,000,000.00) with any domestic or foreign banks;

 

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(iv)	Not to alienate or encumber an equity interest or enter into investment agreements, shareholders’ or quotaholders’ agreements, consortium or joint venture agreements implying aggregate investments by the respective Company, equal to or in excess of fifty million Reais (R$50,000,000.00);

 

(v)	Not to effect any new vesting under FIBRIA’s stock purchase option plan, except for the purpose of compliance with the obligations already provided for in agreements already entered into;

 

(vi)	Not to alienate or encumber fixed assets whose aggregate value is equal to or higher than fifty million Reais (R$50,000,000.00);

 

(vii)

Comply and not to change the related parties’ policy currently adopted by FIBRIA, and not to enter into agreements other than in conformity with the past practice, except as otherwise agreed upon by the Parties;

 

(viii)

Not to forgive, cancel, compromise, novate, waive or release any debts, claims or rights of the respective Company in an individual or aggregate amount of more than fifty million Reais (R$50,000,000.00);

 

(ix)	No to change (or allow to be changed), in any manner, its accounting practices, policies or principles or the methods by which the referred principles are applied, except as a result of Law;

 

(x)

Except (a) for the replacement or hiring of directors, (b) for the granting of retention plans to executive officers, and (c) as required by Law or provided for in the respective compensation agreements or variable compensation plan in effect, not to increase the compensation or change the terms of the employment contract or of the hiring of members of the Board of Directors and executive officers of the respective Company, other than in the regular course of business and in accordance with the past practice;

 

(xi)

Pay the amounts arising out of (a) shares granted under the current FIBRIA’s stock purchase option plans, (b) vesting granted under the current FIBRIA’s long-term incentive program, and (c) the FIBRIA’s current variable invested compensation program, which shall be deemed to be vested at the Transaction Completion Date and valued according to the valuation of FIBRIA’s shares;

 

(xii)

Not to grant guaranties on behalf of third parties, except to guaranty obligations of its subsidiaries or controlled entities;

 

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(xiii)

Not to exceed the aggregate value of investments of FIBRIA’s capital budget for year 2018 as disclosed in FIBRIA’s Form 20-F filed with SEC on February 27, 2018 (as well as the capital budget that may be approved for year 2019, if applicable), including through the acquisition of an equity interest, in an individual or aggregate value in excess of two hundred million Reais (R$200,000,000.00); and

 

(xiv)

Not to approve the filing, file or take any action seeking a request for court or out-of-court reorganization, declaration of voluntary bankruptcy, dissolution or liquidation of the respective Company.

7.2 The Parties undertake to cooperate in the performance of all acts required by the other Parties for the compliance with the Conditions Precedent, and the approval of the Transaction as soon as possible.

7.3. The events described in this Protocol and Justification, as well as the other matters submitted to the shareholders of the Companies at the General shareholders’ meetings that will decide about the approval of the Protocol and Justification, are reciprocally dependent legal transactions, it being a premise that a transaction is not effective without the others also becoming effective.

7.4. SUZANO, by this Protocol and Justification, is a co-obligor with the Holding in all the obligations involving the Holding in the Transaction and/or provided for in this Protocol and Justification, and, once the corporate approvals for the Transaction as set forth in item 5.1 are obtained, will be jointly and severally liable with the Holding for all the payments that may be due by the Holding under the terms of this Protocol and Justification, especially for those related to the Redemption Value for Each One of the Holding’s Redeemable Preferred Share.

7.5. If, after all the corporate approvals for the Transaction provided for in item 5.1 have been obtained, the completion of the Transaction does not occur within eighteen (18) months counted from March 15, 2018, as a result of default in the obligations set forth in this Protocol and Justification by any of the Companies, including in case of falsehood, insufficiency, omission, error or inaccuracy of the representations and warranties made by the Companies under the terms of item 7.6, (and, provided that such default has not been cured or remedied within 60 days from the date of the notice of default sent by the other Company to the Company in charge for such purpose (“Cure Period”), the non-defaulting party may terminate the Transaction and file a claim for possible losses and damages.

7.6. SUZANO, as regards itself and the Holding, and FIBRIA, as regards itself, represent and warrant to each other the following:

 

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(a)

SUZANO and FIBRIA are publicly-held companies, duly organized and validly existing under the Laws of the Federative Republic of Brazil. The Holding is a joint stock company, duly organized and existing under the Laws of the Federative Republic of Brazil, without any operation or liability whatsoever.

 

(b)

Except as provided for herein, SUZANO, the Holding and FIBRIA are fully empowered to enter into this Protocol and Justification, perform all the transactions provided for herein and comply with all the obligations undertaken herein, having taken all the necessary actions for authorizing the entry into these presents and the performance of the obligations hereunder. To their best knowledge, there is not, as of this date, any impediment for the completion of the Transaction and fulfillment of the obligations provided for in this Protocol and Justification, except as otherwise already regulated in this Protocol and Justification.

 

(c)	Subject to the approvals set forth in item 3, neither the execution and delivery of this Protocol and Justification by SUZANO, by the Holding and by FIBRIA, nor the performance by the Companies of any and all of their obligations hereunder:

 

(i)

Violate or conflict with any statute, agreement, Law, license or permit, of any court or other government or regulatory authority to which they are subject; or

 

(ii)

To the best understanding of the respective Party, require any consent, approval or authorization from, notice to, or filing or registration with, any person, entity, court or government or regulatory authority, except for the approvals provided for in this Protocol and Justification, including, if applicable, the approvals of the Identified Governement Authorities, as well as communication to ANEEL.

 

(d)	Capital Stock:

 

(i)

The capital stock of SUZANO was, in March 15, 2018, exclusively represented by one billion, one hundred and five million, eight hundred and twenty-six thousand, one hundred and forty-five (1,105,826,145) ordinary shares, all of them paid-up, there being no contract or security issued thereby which may give right to the subscription thereof, except for the obligations arising out of the restricted shares plan disclosed in SUZANO’s Reference Form.

 

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(ii)

The capital stock of FIBRIA was, in March 15, 2018, exclusively represented by five hundred and fifty-three million, nine hundred and thirty-four thousand, six hundred and forty-six (553,934,646) ordinary shares, all of them paid-up, there being no contract or security issued thereby which may give right to the subscription thereof, except for the obligations arising out of the restricted shares plan disclosed in FIBRIA’s Reference Form.

 

(iii)

The Holding’s capital stock is, on this date, exclusively represented by five hundred (500) ordinary shares, there being no contract or security issued thereby which may give right to the subscription thereof by any other person than SUZANO.

 

(e)

Their respective audited financial statements as of December 31, 2017 and, in relation to SUZANO and to FIBRIA, the Companies’ most recent Reference Forms, as filed and made available from the website of the Brazilian Securities and Exchange Commission, fairly reflect, as of their date of disclosure, in their material aspects, the best understanding of the Companies’ managements (as the case may be) about their businesses, as required by the applicable law. FIBRIA’s most recent annual report, prepared in Form 20-F and filed with SEC, as well as the information provided to SEC under Form 6-K, reflect, as of their issuance date, in all material aspects, the best understanding of FIBRIA’s management about its businesses, operations and contingencies at their respective disclosure date. Since the disclosure of the Companies’ Reference Forms, and, in case of FIBRIA, of Form 20-F and Form 6-K, and until March 15, 2018, to the best understanding of the Companies’ managements, as applicable, there has been no act, fact or event which materially changes the information contained in such forms.

7.7. The Companies and their respective managements agree to comply with all the terms provided for in this Protocol and Justification, their respective boards of directors being authorized to take any and all actions as may be necessary for implementing the Transaction.

8. Miscellaneous

8.1. Once the Transaction has been approved, it shall be incumbent upon SUZANO’s directors to perform all the acts necessary for the implementation of the Holding Merger, including the cancellation of the registration of the Holding with the competent federal, state and municipal government entities, as well as keeping the Holding’s accounting records for the term provided for in the law.

8.2. The applicable documentation will be available to the Companies’ shareholders at the respective head offices as from the date of the call notice of the Extraordinary Shareholders’ Meetings of the Companies, and / or, as the case may be, at the Investor Relations’ websites of FIBRIA (https://ri.fibria.com.br/) and of SUZANO (http://ri.suzano.com.br/) and on the websites of the Brazilian Securities and Exchange Commission and of B3 S.A. – Brasil, Bolsa, Balcão.

 

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8.3. Save as otherwise provided for in this Protocol and Justification, the costs and expenses incurred in the Transaction shall be borne by the Party incurring the same (provided that SUZANO shall bear the costs and expenses incurred by the Holding), including expenses for their respective counsels’, auditors’, appraisers’ and attorneys’ fees.

8.4. This Protocol and Justification shall not be amended except by a written instrument signed by the Parties.

8.5. A possible declaration by any court of nullity or non-effectiveness of any of the provisions set forth in this Protocol and Justification shall not impair the validity or effectiveness of the other provisions, which shall be fully complied with, the Companies agreeing to make their best efforts so as to validly reach an agreement to obtain the same effects of the provision having been annulled or having become non-effective.

8.6. The failure or delay by any of the Companies in exercising any of its rights under this Protocol and Justification shall not be deemed as waiver or novation and shall not affect the subsequent exercise of such right. Any waiver shall produce effects only if specifically granted in writing.

8.7. This Protocol and Justification is irrevocable and irreversible, and the obligations herein undertaken by the Companies are also binding on their successors at any title whatsoever.

8.8. The assignment of any of the rights and obligations agreed to in this Protocol and Justification without the prior and express consent, in writing, by the Companies shall be prohibited.

8.9. This Protocol and Justification, signed in the presence of 2 witnesses, is an extrajudicial execution instrument in accordance with the civil procedural law, for all legal effects. The Companies since now acknowledge that (i) this Protocol and Justification constitutes an extrajudicial execution instrument for all purposes and effects of the Code of Civil Procedure; and (ii) is subject to specific performance in accordance with the applicable law.

9. Applicable Law and Settlement of Disputes

 

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9.1. This Protocol and Justification shall be construed and governed by the laws of the Federative Republic of Brazil.

9.2. The Companies agree that any dispute arising out of or related to this Protocol and Justification, including, without limitation, a dispute regarding the existence, validity, effectiveness, interpretation, execution or termination hereof, which may not be amicably settled within a non-extendable period of thirty (30) days, shall be settled by arbitration procedure to be conducted by the B3 Market Arbitration Chamber (“Arbitration Chamber”), in accordance with its applicable regulation at the time of the filing of the arbitration proceedings, this item 9 being valid as an arbitration clause for effect of the provisions in paragraph 1 of article 4 of Law No. 9.307/96. The management and correct pursuance of the arbitration procedure shall equally be in charge of the Arbitration Chamber. The Parties acknowledge that the obligation to seek an amicable settlement does not prevent the immediate filing of the arbitration procedure if any of the Parties deems that a settlement is not possible to be reached.

9.2.1 The arbitration tribunal shall be made up of three (3) arbitrators (“Arbitration Tribunal”), one of them being appointed by the Party(ies) seeking to commence the procedure, another by the other Party(ies), and the third arbitrator, who shall act as President of the Arbitration Tribunal, by the arbitrators appointed by the Parties. In case one of the Parties shall fail to appoint an arbitrator or in case the appointed arbitrators do not reach a consensus as for the third arbitrator, the President of the Arbitration Chamber shall appoint the arbitrator as soon as possible.

9.2.2 The Parties acknowledge that any order, decision or arbitration award shall be final and binding, constituting an extrajudicial execution instrument binding on the Parties and their successors, which agree to comply with the terms of the arbitration award, regardless of judicial execution.

9.2.3 Notwithstanding the foregoing, each Party has the right to file a request for legal remedies in order to (a) obtain any “emergency measures” that may be necessary prior to the constitution of the Arbitration Tribunal, and such measures shall not be deemed as waiver of the arbitration procedure by the Parties, (b) enforce any arbitration decision, including final arbitration award, and (c) ensure the installation of the Arbitration Tribunal. For such purpose, the Parties elect the court of the judicial district of São Paulo, State of São Paulo, at the waiver of any other, however privileged it may be.

9.2.4 The arbitration seat shall be the city of São Paulo, State of São Paulo.

9.2.5 The arbitration procedure shall be conducted in Portuguese language.

 

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9.2.6 The dispute shall be decided in accordance with the laws of the Federative Republic of Brazil, with judgment in equity being prohibited.

9.2.7 The arbitration procedure should be confidential. The Parties agree not to disclose arbitration information and documents. The disclosure may be made if (i) the duty to disclose arises out of law, (ii) it is ordered by an administrative or judicial authority, or (iii) it is necessary to defend the Party’s interest.

In witness whereof, the directors of the Companies execute this Protocol and Justification in five (5) counterparts of the same content and form and for one sole effect, together with the witnesses below.

São Paulo, July 26^th, 2018.

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Signatures pages of the Protocol and Justification of Merger of Shares issued by Fibria into Eucalipto Holding S.A., followed by merger of Eucalipto Holding S.A. into Suzano Papel e Celulose, executed on July 26^th, 2018

SUZANO PAPEL E CELULOSE S.A.

 

By: Title:		By: Title:

FIBRIA CELULOSE S.A.

 

By: Title:		By: Title:

EUCALIPTO HOLDING S.A.

 

By: Title:		By: Title:

Witnesses:

 

1.		2.
Name: RG: CPF/MF:		Name: RG: CPF/MF:

 

23

ANNEX 4.4

TO THE PROTOCOL AND JUSTIFICATION OF MERGER OF SHARES

ISSUED BY FIBRIA INTO EUCALIPTO HOLDING S.A., FOLLOWED BY

MERGER OF EUCALIPTO HOLDING S.A. INTO SUZANO PAPEL E CELULOSE

 

Suzano Papel e Celulose S.A. Financial Economic Valuationof FibriaCelulose S.A., on the base date of March 31, 2018. July 10, 2018

 

July 10, 2018 SuzanoPapel e CeluloseS.A. A/C: Daniel Nascimento Av. Brigadeiro Faria Lima, 1355—8 andar São Paulo – SP, Brazil 01452-919 Ernst & Young Assessoria Financial Economic Valuation of Fibria Celulose S.A. July 10, 2018 EmpresarialLtda. Av. PresidenteJuscelino As requested, Ernst & Young Assessoria Empresarial Ltda. (“EY”) presents the economic-financial valuation report of Kubitschek, 1909 Fibria Celulose S.A.(“Fibria“or “Company”) as of March 31, 2018 (“base date”). Torre Norte—10º andar The purpose of this Report is to provide the management and shareholders of Eucalipto Holding SA (“Eucalipto”), a 04543-011 – São Paulo – SP Telefone: +55 11 2573-3000 company controlled by Suzano Papel e Celulose SA (“Suzano”), support for the deliberation of the Eucalipto www.ey.com.br Shareholders General Meeting regarding Suzano’s acquisition of the Company (“Transaction”), in line with the requirementsof article 8 and 226 of Law 6,404 / 76 (“Corporate Law”). Our estimate of value should not be considered as an advice or recommendation for investment or any transaction, a fairness opinion, or used forfunding/ fundraising, as well as any other purpose except as described above. This Report contemplates the objective, scope, procedures and methodologies used, as well as the market and operational premises that involvedthe calculationof Fibria’sestimateof economicvalue. It is important to note that we did not investigate independently, nor performed any audit process applied to the information provided or published by Fibria. It should be noted that the closing of the Transaction depends, among other precedent conditions, on the prior approval by the Brazilian Defense Authorities (CADE) and other specific countries. In this context, until the closing of the Transaction occurs, among other things, any exchange or sharing of sensitive information between Fibria and Suzano is not permitted. Therefore, it should be noted that in preparing this Report, public information disclosed by the Company was taken into account, supplemented by some specific data provided by Fibria’s management (“Administration”), limited to non-competitive information. In addition, we considered public data on Fibria’s business sector, on comparable companies, analysis published by the Company and industry market analysts, as well as discussions with Suzano management and our understanding of the Company’s operations. We appreciate the opportunity to collaborate with Suzano on this occasion and make ourselves available if you have any questions or need additional information. Regards, Andrea Fuga Partner of Valuation Executive Director of Valuation Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 2 of 46

July 10, 2018 Dashboard Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Table of Contents 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Dashboard Executive Macroeconomic Sector Analysis Summary Analysis 1 2 3 Page 4 Page 5 Page 8 Page 10 The Company Projected Valuation Exhibits and the ... Financial 4 5 6 7 Page 16 Page 22 Page 33 Page 39 Appendix 8 Page 44 Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 3 of 46

July 10, 2018 Dashboard Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Highlights 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Net Revenue Price of Cellulose Average EBITDA Working Capital / Discount Rate Growth per Ton Margin Net Revenue 5.4% USD 952 54.7% 33.2% 10.2% The Compound Annual Reflects the averagelist Reflects the average Reflects the average The Weighted Average Growth Rate (CAGR) of the price of celulose from the projected EBITDA margin of projected working capital Capital Cost (WACC) Company’s net revenue last projected year. the Company during the over net revenue diuring applied to the free projection. projected period. the projected period. cashflowsof the company. Fibria’s net revenue The weighted average On average, operating The Company’s net The discount rate comes from the sale of by destination of the expenses were 5.1% working capital starts applied was the pulp. Representing an projected FOEX price of net revenue during at R$ 3.7 billion in WACC—weighted amount of R$ 11.7 for pulp varies from the projected period, March 2018 and was average rate between billion in 2017, and USD 914 per ton while costs accounted projected to reach R$ equity and third projected to reach R$ between April to for about40.2% . 7.5 billion in 2028. parties, calculated in 20.9 billion in 2028. December of 2018 to nominal Reais, USD 952 per ton in considering 2028 comparable data and macroeconomic assumptions available on the base date. Details on page 23 Details on page 25 Details on page 27 Details on page 30 Details on page 33 Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 4 of 46

1 Executive Summary Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 5 of 46

July 10, 2018 1 Executive Summary Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Executive Summary 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Objective Scope of Work General Premises Fibria is a Brazilian company, the world Discussions with executives and employees Value standard: Fair value. Valuation is leader in the production of bleached of Fibriaand Suzano defined by Brazilian (CPC46) and eucalyptus pulp. With a production capacity international (IFRS3) accounting standards, of 7.3 million tons per year, the Company Obtaining Fibria’s accounting, operating and such as “the price that would be received for exportspulp to more than 35 countries. financialhistorical data; the sale of an asset or that would be paid for Analysis of the Company’s performance the transfer of a liability in a non-forced Suzano is the second largest global producer market, based on availablepublic data; transaction between market participants on of eucalyptus pulp and the main producer of the date of measurement “. domestic paper in Latin America. Elaboration of projections of Fibria’s financial statements based on public information Base date: March 31, 2018; In March 2018, Suzano and Fibria announced the combination of their disclosed by the Company, additional data Projection period: 10 (ten) years and 9 (nine) businesses, through which Fibria will become provided by Management, public figures of months, from April 1, 2018 to December 31, a wholly-owned subsidiary of Suzano. comparable companies, analyzes published 2028; by market analysts, as well as discussions The purpose of this work is to provide with Suzano management; Residual value: calculated through the Eucalyptus management and shareholders perpetuity of cash flows after 2028. The with support for deliberation during the Calculation of the discount rate that reflects perpetuity growth rate was 3.9% pa, the General Shareholders’ Meeting about this the risks inherent to the sector and the same rate expected for long-term Brazilian transaction, in line with the requirements of Company; inflation; Article 8 and 264 of the Brazilian Corporate Elaboration of the Fibria Economic-Financial Currency: Reais (BRL) in nominal terms; Law. evaluation through the discounted cash flow methodology(FCD); Discount rate: calculated according to the WACC methodology, in nominal Reais, Comparison of the results obtained with resulting in 10.2% pa .; Fibria’s MarketCap and multiples of valuationsof comparablepublic companies. Adjustments: Non-operating assets and liabilities, including net debt, were not The results presented in this report depend on considered in the cash flow projections. assumptions that were the basis for the When observed, they were treated projections. The DCF methodology does not separately and added / subtracted from the provide for changes in the external or internal present value of cash flows and perpetuity, environments in which Fibria operates, in impactingthe valueof Fibria’scapital. additionto those explainedin this Report. Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 6 of 46

July 10, 2018 1 Executive Summary Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Estimation of Value 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information The results obtained using the DCF methodologies are relevant in the context Base Scenario (R$ millions) 10.0% 10.2% 10.5% of the evaluation,since: Ó | Present value of cashflows 23,165 22,969 22,690 Assumptions of growth and profitability are in line with the Company’s Present value of the perpetuity 29,029 27,559 25,611 historical data and market outlook; The evaluation parameters are consistent with the size and long-term OperationalValue (EV) 52,193 50,528 48,301 expectationof Fibria; Non-operationalassets and liabilites 516 516 516 The values obtained are in line with MarketCap of the base date, Net Debt (12,972) (12,972) (12,972) presenting premiumsof between -0.2% and 10.6%; The DCF method best represents the value of a company based on its future Valueof total capital 39,782 38,116 35,889 profitability(IncomeApproach). Premiumover MarketCap – base date 10.6% 6.0% -0.2% The estimate of value does not consider possible asset or liability contingencies, insufficiencies, or superveniences that are not recorded in the Company’s balance sheet, as of the reference date. Therefore, if they exist, the results presented do not consider their effect. The possibility of non operational asset or liability fair value adjustments in the Company do not impact our conclusion. Conclusion Based on the information analyzed and on the assumptions described in this Report, our valuation resulted in a fair value estimate of between R$ 35.9 billion and R$ 39.8 billion for 100% of Fibria’s shares on the base date of March 31, 2018. Source: EY Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 7 of 46

July 2 10, 2018 Macroeconomic Analysis Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 8 of 46

July 10, 2018 2 Macroeconomic Analysis Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Macroeconomic Analysis 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information IPCA Historic and Projected Macroeconomic analysis provides a gap for the reduction of the level of the basic interest rate, which may allow greater The analysis below refers to the expectations in investments by companies. (Copom meeting of force on the base date, according to information March 21, 2018). For the coming years the Selic is published by the Focus Bulletin of BACEN, Getúlio expected to stabilize at a level of approximately 8% Vargas Foundation (FGV), Oxford Economics and a.a. JP Morgan. Exchange rate BRL / USD Brazilian Economy The exchange rate closed the month of December Economic activity 2017 at 3.31 BRL / USD. Market expectations on the base date indicated an average rate of 3.28 According to the expectations provided by the BRL / USD for 2018 and 3.35 for 2019. However, Bank on March 30, 2018, GDP grew by 1.0% in in May and June 2018, due to the increase in 2017 and is expected to be 2.8% in 2018. Real political instability in the country, the projections long-term GDP growth was expected to be 2.7% were changed to 3.63 BRL / USD in 2018 and 3.45 aa this same date. in 2019. Source: Central Bank of Brazil Inflation Risk-Brazil The official inflation index, IPCA, closed the year of The index shows the daily performance gap of US Exchange Rate Historic and Projected 2017 at 2.9% . According to the market and emerging-market debt securities and is an expectations presented by the Bank at the base indicator of the financial health of the country in date, the IPCA should reach 3.6% in 2018 and question. The index ended March at 239 basis 4.1% in 2019. The expected stabilization in the points, indicating a difference of 2.39pp. between mediumand long term was 3.9% pa the performance of Brazilian securities and US The General Price Index of the Market (IGP-M), securities. The average for the month was 244 calculated by FGV, closed the year of 2017 by—basis points. 0.5% . The expectation of the Focus Bulletin is that this index reach 4.5% in 2018 and 4.3% in 2019. American Economy Interest Rates Inflation The Monetary Policy Committee (Copom) took into The US inflation index grew in 2017 to 2.1%, as consideration the macroeconomic situation, the well as the expectation for 2018 of 2.5% . The long-outlook for Brazilian inflation and the balance of term expectation in force at the base date was risks, and decided to lower the Selic rate from 1.9% pa Source: Central Bank of Brazil 6.8% to 6.5% pa. The Committee understands that the fall in the expectation of inflation in 2017 Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 9 of 46

July 3 10, 2018 Sector Analysis Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 10 of 46

July 10, 2018 3 Sector Analysis Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Global Cellulose and Pulp Market 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Between 1990 and 2016, global pulp production grew by 11.0% (185.5 million tons) at a CAGR of 0.4% . However, within the period between 2007 and 2009, production was impacted by the international financial crisis, falling 11.3% . Consequently, with the increase of the world’s stocks, the companies reduced their productions. Since these events, the same pre-crisis levelshavenot been recovered. The United States is the largest pulp producer in the world, representing 26.3% of the total market with 48.5 millions of tons produced in 2016. As a comparison, US production is triple that of Brazilian production. However, in recent years, the United States and Canada have fallen in production, due to the low competitiveness in the internationalmarket, compared with other countries that havegained space in this industry. Of the total products derived from pulp, 31.5% are destined for export and the five largest global exporters are Brazil, Canada, Chile, Sweden and the United States, which represent 63.6% of total exports. In 2013, Brazil became the largest exporter, surpassing Canada, mainly to supply the growing Chinese demand, which is the largest importer of pulp in the world. Only China imports 33.0% of the total produced globally, which assists in supplying demand, not only in Brazil, but also in other South American and European countries. Between 2010 and 2016, Brazil tripled the value of its exports, while Chile, which became one of the main players in South America and a major global competitor due to the good adaptability of both eucalyptus and pine pulp production,grew 98.5% during that same period. Another important aspect of the global pulp industry is the low price volatility of eucalyptus pulp in the international market, varying by 8.0% between 2000 and 2017, which is explained by the high flexibility of pulp producers to adjust the production required for pulp production. demand curve, the industry’s slight cost curveand market prices close to producers’ costs. The 10 largest producers of cellulose in 2016 (millions of tons) Productivity of the forests by country (m³/ha/year) Source: EMIS, Bloomberg, Parllaxis Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 11 of 46

July 10, 2018 3 Sector Analysis Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Cellulose in Brazil 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information In Brazil, the two main sources of wood used for pulp production are pine Area of forests planted in Brazil (thousands of hectors) and eucalyptus, accounting for more than 92.5% of the volume produced. The country ranks second in the ranking of pulp producers of all types and first, if only eucalyptuspulp is considered. There are two types of cellulose, with different physical and chemical characteristics. The Fibra Longa cellulose is used in the production of papers that demand more resistance, such as those used in packaging, paper and newspaper. The other type, called Short Fiber, derived mainly from eucalyptus, is used for the production of household papers (printing and writing) and sanitary purposes (toilet paper, paper towels and napkins). About 85.0% of the total Brazilian production corresponds to Fibra Curta pulp. In 2017, Brazil had the 7th largest area of certified planted forests, covering 6.4 million hectares. In July 2017, with the objective of promoting economic activities and guaranteeing supplies to local industries, the Government adopted the Annual Forest Granting Plan (PAOF) for 2018, granting 1.6 million hectares of public forests in the states of Amazonas, Amapá, Pará and Rondônia. Brazil’s competitiveness in this sector is a result of natural factors such as abundance of land and favorable climate and soil for planting eucalyptus trees (which account for 72.3% of the total planted area). The increase in eucalyptus productivity in the country is a consequence of the high investment and development of innovations in the biotechnology, genetics and forest maintenance techniques. The result is a productivity gain of 30m3 per hectare per year since the 1970s. As a comparison, this productivity gain enabled the industry to use half of the eucalyptus plantation area for the supply used in China. The production of 1.5 million tons of pulp requires 140 thousand hectares in Brazil, one fifth of the area needed in Scandinavia. Source: Parallaxis, EMIS, FSC (Forest Stewardship Council) Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 12 of 46

July 10, 2018 3 Sector Analysis Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Cellulose in Brazil 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information The largest state of eucalyptus in Brazil is Minas Gerais, with 24.5% of the total planted area, followed by São Paulo (16.7%), Mato Grosso do Sul (15.5%), Bahia (10.8%), and others (9.2%) . Between 2015 and 2016, São Paulo and Minas Gerais had decreases in eucalyptus production of 3.1% and 0.4%, respectively. In contrast, Mato Grosso do Sul and Tocantins had growths of 323.0% and 439.0% between the years 2007 and 2016, with CAGR of 15.5% and 20.6%, respectively. Pine production in Brazil is concentrated in only two states, Paraná and Santa Catarina, which represent 77.0% of the planted area of this variety in the country. However, there is a downward trend in the production of this variety for long cutting time (15 years against 7 of eucalyptus) and its profitability compared to eucalyptus. Area of eucalyptus (%) Area of pine (%) PA MA 2.4% 2.9% MT BA BA 3.3% 10.8% 0.2% GO MG 0.5% MG MS 24.5% ES MS 2.3% ES 15.5% SP 4.1% 0.4% 0.2% SP PR 16.7% 7.8% PR 5.2% 42.5% Other – 9.2% SC Outros – 0% RS 34.5% RS 5.4% 11.7% Source: EMIS, Parallaxis Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 13 of 46

July 10, 2018 3 Sector Analysis Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Cellulose in Brazil 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Production of cellulose in Brazil ( thousands of tons) Between 1991 and 2016, pulp production grew 295.0% in Brazil, with a CAGR of 5.7%; which represents the highest annual growth when comparing the 5 largest pulp producers in the world. If we only consider the period between 2007 and 2017, growth was 61.9%, with production jumping from 12.0 million to 19.4 million tons. In 2018, the growth trend continued in the first three months of the year. Between January and March, pulp production in the country was 5.3 million tons, 13.0% higher than the same period last year. The total production value of Brazilian pulp will have a CAGR of 6.1% by the year 2022 due mainly to the increased participationof eucalyptusplantationsin the product mixof the companies. In 2017, the volume of pulp exports grew by 2.8% compared to the previous year, rising from 13.5 million to 13.9 million tons. The value of exports increased significantly, reaching US $ 6.4 billion in 2017, 14.1% higher than in 2016. The factors that supported this growth were the prices practiced in the international market combined with the devaluation of the Real, which positively influenced the competitiveness of the Brazilian Source: Parallaxis products. The growth in Chinese and US demand for Brazilian pulp also Projection ensured the maintenance of Brazilian exports despite the weakening of the of exportation of cellulose (US$ millions) European market. Between 2012 and 2017, the CAGR of the value of exports only to the Chinese market was 15.8%, reaching a total of US $ 2.6 billion and 5.5 million tons. Exports to the United States, in the same period, presented a CAGR of 1.5% to a variationin the volumeof 3.9% . Source: EMIS Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 14 of 46

July 10, 2018 3 Sector Analysis Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Cellulose in Brazil 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Exports of pulp are projected to increase to a CAGR of 3.4% between Projection of importation of cellulose in Brazil (US$ millions) 2017 and 2022, reaching US $ 7.5 billion by the end of the period. This expansion will be due to the strong demand for eucalyptus pulp in developed and developing countries and the low availability of pulp in the global market due to production inefficiencies and also the start-up of new plants, specificallyin China. Since 2013, Brazilian imports have fallen 51.0%, from 430 thousand to 211 thousand tons. Three factors impacted this change: the devaluation of the Real against the Dollar during the period (increasing exports), the growth of pulp production in the country and the development of resistance and use of short-fiber pulp. However, the trend is that imports of pulp will grow at a CAGR of 6.2% between 2017 and 2022, driven by the growing demand from the national pulp paper industry and the production used for the generation of high valueaggregate goods. Domestic pulp consumption grew by 1.6% in 2017 from 6.2 million to 6.3 million tons, mainly due to the recovery in paper production, which Source: EMIS increased the use of raw materials in the domestic market. Domestic cellulose in Brazil demand corresponds to 33.0% of production, with 94.0% coming from Apparent consumption of (thousands of tons) domestic productionand only 6.0% from other countries. Source: Parallaxis Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 15 of 46

4 The Company and the Transaction Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 16 of 46

July 10, 2018 4 The Company and the Transaction Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Company Overview 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Suzano Founded 94 years ago by the Ukrainian immigrant Leon Fefer, the Suzano Group is currently composed of 4 companies from different segments: Suzano Papel e Celulose, Alden Desenvolvimento Imobiliário, MDS Global Insurance & Risk Consultants, and HiperStream, a provider of solutions for data processing and transactional communication. Suzano is a forest-based company, the world’s second largest producer of eucalyptus pulp and the largest manufacturer of household paper in Latin America. It has its administrative headquarters in São Paulo (SP) and operates seven industrial units in Brazil, three in the state of São Paulo (Limeira and two in Suzano), one in Bahia (Mucuri), one in Maranhão (Imperatriz),one in Pará ( Belém)and one in Ceará (Fortaleza). The company has 9,000 employees and 11,000 service providers operating in a forest area of 1.3 million hectares, of which 570 thousand hectares are planted forests (concentrated in the states of Bahia, Espírito Santo, São Paulo, Minas Gerais Gerais, Maranhão, Tocantins, Pará and Piauí). Within the forest base, 542 thousand hectares are of preservationareas. Suzano also diversified its operations. Through FuturaGene, the company entered the biotechnology sector, becoming the first company in the world to obtain approval for the commercial use of genetically modified eucalyptus, fluff cellulose (used for the production of diapers and absorbents), lignin (potential substitute for petroleum derivedproducts with high aggregate valueapplications) and tissue (production of paper for sanitary purposes). In São Paulo, the first factory starts operating The first company Suzano diversifies Leon Feffer starts 1941 Inauguration of in the sector to go operation: operations in the commercial offices in public commercial paper USA, Switzerland and Biotechnology, Fluff, industry 1980 China Tissue and Lignin 1921 2006/2007 2015 1924 1964 1992 2014 Registration approved by the 2018 Board of Trade. Suzano makes their first Inauguration of a new plant Industrial Unit in Suzano announces exportation od Cellulose to in Imperatriz, Maranhão Mucuri, Bahia, corporate reorganization Argentina begins operations with Fibria Source: Site Suzano Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 17 of 46

July 10, 2018 4 The Company and the Transaction Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Company Overview 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Suzano GlobalPresence: Abroad, Suzano Papel e Celulose is present in more than 15 countries. In addition to Brazil, Suzano has a commercial office in China, and subsidiaries in the United States, Switzerland, England, Argentinaand 21 distributioncenters spread across 3 continents(Asia, North Americaand Europe). Administrative Headquarters Industrial Unit Source: Site Suzano Source: Site Suzano Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 18 of 46

July 10, 2018 4 The Company and the Transaction Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Company Overview 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Fibria Fibria was formed from the acquisition of Aracruz Celulose S.A. by Votorantim Celulose e Papel S.A., where were then consolidated and formalized as one company on September1, 2009. The company is the largest producer of eucalyptus pulp in the world, with a production capacity of 7.3 million tons per year and operating through industrial units located in Aracruz (ES), Jacareí (SP), Três Lagoas (MS) and in Eunápolis (BA), city in which Veracel, joint-operation with Stora Enso, is headquartered. Fibria’s production, which is exported to 35 countries, is generated from 1,056 million hectares of forests, 633,000 hectares of planted forests, 364,000 hectares of preservation areas and 59,000 hectares for other purposes. The pulp manufactured by the company is raw material for different segments of products, among them, education, hygiene, healthand cleaningmaterials. GlobalPresence: Timeline: Fibria was created as a result of the acquisition of Aracruz by 2009 VototantimCelulose e Papel. Start of operations in Horizonte 1 Fibria enters the New Market of 2010 BM&F Bovespa (actual B3) 2012 Fibria affirms their strategy with the Canadian company Ensyn Approval of the expansion project 2015 Horizonte 2, in Três Lagoras—MS Fibria iniciates operations for the 2017 project Horizonte 2 Suzano announces corporate 2018 reorganization with Fibria Source: Site Fibria Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 19 of 46

July 10, 2018 4 The Company and the Transaction Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Description of the Transaction 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information The Transaction On March 16, 2018, Suzano and Fibria announced the conclusion of an agreement between Suzano Holding SA and other controlling shareholders of Suzano, with the controlling shareholders of Fibria (Votorantim SA and BNDES Participações SA), regarding the realization of the combination of the base shareholders’ equity through a corporate reorganization. This reorganization will result in the conversion of Fibria into a wholly owned subsidiary of Suzano and the receipt by all Fibria shareholders of (i) a portion of approximately R $ 29.0 billion, to be adjusted and paid as provided in the Protocol and Justification of the Transaction, and (ii) 255 million new common shares issued by Suzano, to be adjusted as provided for in the same Protocol. The resulting company will have 37,000 employees (direct and third-party), with assets in Brazil and worldwide. In total there will be 11 industrial units, with production reaching 11 million tons of pulp and 1.4 million tons of paper. The annual export volumes will total R $ 18 billion and investment of R $ 6.4 billionprojected for the year 2018. Controlling shareholders of the two companies defined that Fibria’s shareholders will receive R $ 52.50 per share, adjusted by the CDI until the date of consummationof the transaction.In addition, they will receive0.4611 Suzano commonstock, adjusted according to transaction documents. After the conclusion of the operation, which will only happen after the approval during the Shareholders’ Meetings of the two companies and the analysis of the regulatory agencies, the resulting company will become the largest agribusiness company in the country and the fifth largest non-financialcompanyin Brazil New shareholder composition: Suzano Papel e Celulose Other Shareholders BNDESPar (11.1%) Votorantim (5.6%) (46.4%) (36.9%) Suzano Papel e Celulose S.A. (100%) Fibria Celulose S.A Source: Site Suzano e Economia Estadão Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 20 of 46

July 10, 2018 4 The Company and the Transaction Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Historical financial information 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Summary of historicalfinancialstatements Historical Income Statement (R$ millions) Incomestatement dec-15 dec-16 dec-17 mar-18 Fibria’s operating revenue comes from sales of bleached eucalyptus pulp, both in Brazil and abroad. The Net revenue 10,081 9,615 11,739 3,693 sales in foreign markets represent 89.9% of total revenue. Net revenue presented to CAGR of 20.2% Operational costs (4,013) (5,148) (6,070) (1,597) between 2014 and March 2018 (annualized), with a reduction observed in 2016. The volatility of Gross profit 6,068 4,467 5,669 2,096 Operational expenses (652) (1,056) (1,146) (314) internationalcommodityprices as well as exchangerates directlyaffectthe Company’s revenue. EBITDA 5,416 3,411 4,523 1,782 Depreciation, amortization, In 2016, the drop in net revenue of 4.6% was due to lower average net price in dollars. In 2017, it totaled (1,892) (1,983) (2,205) (620) and exhaustion R $ 12 billion, 22.1% more than in the previous year, due to the higher sales volume, with the start of EBIT 3,524 1,428 2,318 1,162 Horizon 2 Project operations at the end of August 2017, and at a net average price, in dollar , 18.0% Financial result (3,685) 1,616 (783) (270) EBT (161) 3,043 1,535 892 higher than the previousyear. Income taxes 518 (1,380) (442) (277) Net income 357 1,663 1,093 615 The first quarter of 2018 showed a growth of 78.1% in relation to the first quarter of 2017 and a decrease Revenue growth 42.3% -4.6% 22,1% 25,8% of 8.7% compared to the fourth quarter of 2017. According to Management, despite solid demand, the quarter was affected by technical issues, unavailability of wood and freight. Additionally, the quarter had Gross margin 60.2% 46.5% 48,3% 56,8% scheduled shutdowns for maintenanceand inspection. EBITDA margin 53.7% 35.5% 38,5% 48,3% Historical Balance Sheet (R$ millions) The gross margin presented an average of 51.9% and the EBITDA margin of 45.2% between 2014 and Assets dec-15 dec-16 dec-17 mar-18 March 2018. Margins also showed volatility during the period. The operational costs presented in 2017 Cash and equivalents 1,078 2,660 4,052 2,852 increased by 17.9% compared to 2016, due to the higher volume sold, including the pulp volume of the Marketable securities 1,412 2,033 2,619 2,977 Financial instruments 27 257 124 82 Horizon 2 project and the one-year volume of Klabin’s contract, which was partially offset by the Accounts receivable 742 635 1,193 1,281 reduction in the cost of wood at the Aracruz plant and by the impact of the lower number of scheduled Inventory 1,571 1,638 2,080 2,589 plant shutdowns in 2017 compared to 2016. Recoverable taxes 463 144 273 399 Other assets 168 150 189 248 Comparing the first quarter of 2018 with the first quarter of 2017, the reduction of 6.0% in unit was due to Current 5,461 7,517 10,530 10,346 Non current 23,973 26,923 28,163 27,787 the lower cost of wood, reduction of fixed costs and higher result of utilities (energy sales) as a result of Total assets 29,434 34,440 38,693 38,133 the Horizon 2 operation. Liabilities dec-15 dec-16 dec-17 mar-18 Net non-financial working capital over net revenue averaged 32.6% between 2014 and 2017. The Loans and financing 1,073 1,138 1,693 1,118 accounts considered in the Company’s net working capital are: accounts receivable, inventories, other Derivative instruments 303 246 152 132 assets, recoverable taxes, supplier advances, accounts payable, wages and charges, taxes and charges Accounts payable – suppliers 668 1,127 1,718 938 Accounts payable – Klabin—740 1,392 1,527 payable and other payable accounts. Salaries and social fees 171 168 202 113 Recoverable taxes 564 85 246 124 The Company’s gross debt rose during the construction of Horizon 2 and was at the level of R $ 19 Dividends payable 86 397 262 262 billion on the base date, of which approximately 58% is in dollars. The main funding lines are Other accounts payable 90 122 125 207 international bonds and CRAs (Agribusiness Receivables Certificates). Cash and cash equivalents Current 2,955 4,023 5,790 4,420 Non current 13,663 16,600 18,254 18,438 totaledR $ 6 billionon the base date Shareholder’s Equity 12,815 13,818 14,650 15,275 Total liabilities 29,433 34,440 38,693 38,133 Source: Fibria’s Financial Statements Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 21 of 46

July 5 10, 2018 Projected Financial Information Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 22 of 46

July 10, 2018 5 Projected Financial Information Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Net Revenue 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Net Revenue (R$ billions) Fibria’s operating revenues are derived from sales of eucalyptus pulp, both in Brazil and from the international market. Operating revenue is comprised of sales from Fibria’s own plants, sales of the Klabin plant, and revenues from the Portocel concession, which is a private terminal specializingin pulp shipment located in the municipalityof Barra do Riacho, Espírito Santo. The projected net revenue shows a CAGR of 5.4% over the 10-year period, between 2017 and 2028, starting from a growth of 49.3% in 2018, when the Horizon 2 plant begins its operations and continues throughout the projected period, reaching 3.9% after 2024, when growth reflects only price increases accompanyingprojectedBrazilianinflation Further details of the projectionare illustratedon the nextpage, with the description of the mainprice and volumeassumptions. Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 23 of 46

July 10, 2018 5 Projected Financial Information Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Revenue Premises- Volume 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Volume of Cellulose Sold (millions of tons) The volume of pulp sales in 2017 totaled 6.2 million tons, of which 324 thousand tons came from the start up of Horizonte 2 and 900 thousand tons from the contractwith Klabin Fibria has a long-term take-or-pay agreement with Klabin fro pulp, signed in May 2016, under differentiated conditions in terms of volume, exclusivity, guarantees and payment terms in up to 360 days. prices were practiced under market conditions. The agreement establishes a firm commitment of acquisition by Fibria of the minimum volume of 900 thousand tons per year for 4 years and 2 years of gradual reduction, with the volumes of the fifth year and sixth being equivalent to 75% and 50% of the initial volume. This agreement is established so that Fibria’sEBITDA marginon this volumeis approximatelyzero. In the first quarter of 2018 the volume sold was less than the fourth quarter of 2017 due to scheduled outages in the period. In this quarter, around 190 thousand tons from the Klabinplant were sold The projectionsconsider the operation in full capacity of Horizonte 2 from 2019 and the volumesstated in the contracts with Klabin Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 24 of 46

July 10, 2018 5 Projected Financial Information Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Revenue Premises- Prices 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Sales Price of Cellulose * The historical sales price in R$/ton is illustrative and represents the sales price in U$D/ton converted to R$/ton using the average historical exchange rate. The list price for pulp sales was based on FOEX Europe prices projected by market analysts up to 2022, weighted by Fibria’s regional sales mix. Startingin 2023, the dollar list price was readjusted by the expectationof inflationrate North-American. On the list price, a discount of 21% was considered during the entire projectiveperiod, according to historicallyobserved percentage. For conversion into Reais, the average exchange rate projected by the BACEN was used until 2022. From 2023 it was considered that the exchange rate would accompanythe long-term inflationdifferential. Since the projected exchange rate significantly impacts the Company’s results, we performed a sensitivity analysis for this variable. Please, refert to the SensitivityAnalysis section for more information. Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 25 of 46

July 10, 2018 5 Projected Financial Information Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Operational Costs and Gross Margin 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Operational Costs and Gross Margin (R$ billions) Main premises: Mix of OperationalCosts (%) Fibria’s operating costs are composed of cash costs and freight costs. The operating costs of Fibria and Klabin were analyzed separately. Fibria’s cash cost represents an average of 69.4% of total projected operating costs. The cost compositionis shown in the graph to the right. Freight cost was projected taking into account the average freight price in dollars observed until 2017, adjusted for the US inflation rate. There was a significant increase in these costs in 1Q18, according to the Administration, due to an organizational problem that resulted in a much higher contracting of freight at higher cost. The unit cost was projected based on the costs obtained in 1Q18, which already reflect the reductions referring to the start-up of Horizonte 2, they were also adjusted so that the costs incurred during this period are distributed in the annual cost. Additionally,this cost includesthe Brazilianinflationrate. The gross margin averaged 59.8% during the projection period, from 57.8% in December 2018 to 62.2% in 2028. Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 26 of 46

July 10, 2018 5 Projected Financial Information Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Operational Expenses and EBITDA Margin 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Main premises: Mix of Operational Expenses (%) Fibria’s operating expenses consist of selling expenses; administrative; and other operating expenses. The most representative expense is the sales expense, which represents 55.9% of total projected operating expenses for the period. The breakdown of expenditures is shown in the chart to the side Operating expenses were projected according to their fixed and variable nature: employee benefits were considered as 100% fixed; third-party services and others, 50.0% fixed; selling expenses as 5.0% fixed; operating lease and insurance as 2.0% fixed; and, donations and sponsorships, taxes, fees and contributions, and participation as 100% variable. The fixed portion was readjusted in line with the Brazilian inflation rate, while the variable portion was projected to grow in line with net revenue. EBITDA margin averaged 54.7% during the projection period, from 53.1% in December 2018 to 57.5% in 2028. Operational Expenses and Margin EBITDA (R$ billions) Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 27 of 46

July 10, 2018 5 Projected Financial Information Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Depreciation and CAPEX 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial CAPEX (R$ billions) Main premises: Depreciation of property, plant and equipment and amortization of biological assets were projected based on the balances and useful lives of the existing assets at the base date of the valuation, based on the average rate of 5.1% pa. for fixed assets and 14.3% a.a. for the biological assets. The same average depreciation rate of the existingassets was used for the new investments. CAPEX was projected based on the reinvestment rate of 100.0% of depreciation of property, plant and equipment and amortization of biologicalassets. CAPEX for biological assets refers to the replanting of eucalyptus trees, after cutting, when they reach maturity of 7 years. The amortization rate for biological assets accompanies the expected 7 years for tree maturity. Depreciation (R$ billions) Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 28 of 46

July 10, 2018 5 Projected Financial Information Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Income taxes 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Income taxes (R$ billions) Main premises: The direct taxes were projected according to the current legislation, considering the Real Income approach, presenting the following rates of Corporate IncomeTax (IRPJ) and Social Contributionon Net Income(CSLL): i. IRPJ: calculated according to the current Brazilian legislation (Law No. 9,430 of December 27, 1996), there is a 15.0% incidence on Earnings before Taxesand 10.0% on the portion of the excess income to R$ 240 thousand per year; and ii. CSLL: calculated according to the current Brazilian legislation (Law no. 7,689, dated December 15, 1988), there is a 9.0% incidence on Earnings BeforeTaxes. At the base date, the Company had a balance of tax losses and negative CS base of approximately R$ 500 million, which were fully consumed in 2018. Additionally,the amortizationof the goodwill generated on the purchase of Aracruz, occurs until 2019, reducing the effectiverate in this period. Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 29 of 46

July 10, 2018 5 Projected Financial Information Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Working Capital 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Drivers of Working Capital Main premises: Accounts Drivers dec-16 dec-17 mar-18 Assump. We analyzed the balance sheet accounts and classified the balances between operating and non-operating Accounts receivable days REV 23.8 36.6 30.8 31.2 assets and liabilities; Inventory days COGS 114.5 123.4 145.9 145.9 Other assets % REV 2.7% 2.6% 1.9% 1.9% We calculated the projections of working capital Recoverable taxes % REV 19.4% 18.2% 14.3% 14.4% projections for each item of operational assets and Advanceswith suppliers days REV 24.9 19.8 25.6 25.6 liabilities, and we adopted the indicators for March 2018, Applications according to the nature of each account; Accounts payable – suppliers days COGS 78.8 101.9 52.9 62.3 The increase in working capital in 2023 is the result of Accounts payable – Klabin days COGS 51.8 82.6 86.0 n.a. the closure of the operations with Klabin, which have a Salaries and social fees % REV 1.7% 1.7% 0.8% 0.8% high period in accounts payable; Recoverable taxes % REV 0.9% 2.1% 0.8% 0.8% The Company’s stabilized average working capital Other accounts payables days COGS 27.8 26.3 29.9 29.9 represents approximately33.2% of net revenue. Resources *Rev: Net Revenue ; COGS: Cost of Goods Sold Net Working Capital (R$ billions) Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 30 of 46

July 10, 2018 5 Projected Financial Information Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Cashflow, Perpetuity and Non-Operational Items 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Perpetuity Non-Operational Assets and Liailities and Net Debt (R$ billions) Perpetuity estimates the value of cash flows after the explicit Non operational assets Non operational liability projection period. Given the expectation that the Company will have Financial Instruments 0.4 Dividends payable 0.3 stable cash flows at the end of the explicit period, Gordon’s Related Parts 0.0 methodology is reasonable for calculating perpetuity, based on the Financial Instruments 0.3 Judicial deposits 0.2 Provision for Contingencies 0.1 cash flow of the last explicit period, a long-term growth rate and a Deferred Taxes 0.5 Total 0.7 discount rate. Investments 0.2 Net debt For the calculation of the perpetuity value, the percentage growth (g) Total 1.3 of 3.9% a.a. was considered, based on long-term inflation, calculated Cash and equivalents 2.9 by the Central Bank. In this way real growth was considered zero after2028. Marketable securities 3.1 Loan Financing (18.9) The percentage of 3.9% a.a. (g) was subtracted from the discount Total (12.9) rate of 10.2%, to obtain the capitalizationrate of 6.3%; The values considered for the non operational items refer to the book value The capitalization rate was used to estimate the perpetuity value, registered on the Company’s balance sheet, as of the reference date. based on the constant growth model, as shown below It was not consider any non accounted asset or liability contingencies, insufficiencies, superveniences, or fair value of those items. If the fair value of the non operational items net of tributary effects were considered, the total non operational adjustments would result in a decrease of approximately R$ 780 millions. Present Valueof the Perpetuity Discounted Cash Flow (R$ billions) Discount Factor Terminal Cash Flow Cap. rate in thelast period Cap. rate = Discount Rate – g Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 31 of 46

July 6 10, 2018 Valuation Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 32 of 46

July 10, 2018 6 Valuation Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Discount Rate 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Relevered Beta 0.98 1 Market risk Premium 6.0% 2 Risk Free Rate (RF USA) CAPM 2.8% 3 CAPM 13.2% 67,3% (Ke) Country Risk – EMBI + 2.5% 4 WACC Specific Risk Premium 10.2% 0.0% 5 Inflation Differential 1.9% 6 Debt after taxes 32.7% Cost of Debt Debt before taxes 4.0% (Kd) %6.0 7 Notes: [1] Source: EY based on research using S&P Capital IQ [2] Source: EY LLP – market risk premium is based on expectations, historical information, and future market risk [3] Source: Based on the 20 year T-bills, from the Federal Reserve [4] Source: JP Morgan, data available via Ipeadata [5] Source: Duff & Phelps – size premium [6] Source: Central Bank of Brazil and Oxford Economics [7] Source: Average cost of debt divulged by Fibria on the base date Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 33 of 46

July 10, 2018 6 Valuation Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Estimation of Value – Base Scenario 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Compositionof Value- Base Scenario According to the assumptions described, the valuation Base Scenario (R$ millions) 10.0% 10.2% 10.5% results obtained are shown in the table opposite. Ó | Present value of cashflows 23,165 22,969 22,690 For the sensitivity analysis of the discount rate, we calculated the WACC at a value of 10.2%, within the Present value of the perpetuity 29,029 27,559 25,611 range of 10.0% to 10.5% . OperationalValue (EV) 52,193 50,528 48,301 Non-operationalassets and liabilites 516 516 516 Net Debt (12,972) (12,972) (12,972) Valueof total capital 39,782 38,116 35,889 Premiumover MarketCap – base date 10.6% 6.0% -0.2% Source: EY Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 34 of 46

July 10, 2018 6 Valuation Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Estimation of Value – Sensibility Analysis 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Composition of Value—Sensibility of the projectedExchange rate In order to measure the effect of exchange rate variation Compositionof value(R$ millions) +1% Base -1% on the Company’s value, we calculated the sensibility by varyingthe projected exchangerate by +1% and -1%. Ó | Present value of cashflows 23,589 22,961 22,349 The obtained results are presented on the right, considering a 10.2% WACC discount rate. Present value of perpetuity 28,301 27,566 26,817 OperationalValue(EV) 51,889 50,528 49,166 Non-operationalassets and liabilites 516 516 516 Net debt (12,972) (12,972) (12,972) Total valueof capital 39,478 37,413 36,754 Source: EY Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 35 of 46

July 10, 2018 6 Valuation Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Estimation of Value – Analysis of Prices 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Composition of Value—Sensibility of the projectedprices of cellulose In order to measure the effect of cellulose price variation Compositionof value(R$ millions) +1% Base -1% on the Company’s value, we calculated the sensibility by varying the projected cellulose price in Reais by +1% and Ó | Present value of cashflows 23,646 22,961 22,276 -1%. The obtained results are presented on the right, Present value of perpetuity 28,381 27,566 26,751 considering a 10.2% WACC discount rate. OperationalValue(EV) 52,028 50,528 49,027 Non-operationalassets and liabilites 516 516 516 Net debt (12,927) (12,927) (12,927) Total valueof capital 39,616 38,116 36,616 Source: EY Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 36 of 46

July 10, 2018 6 Valuation Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Estimation of Value– Market Capitalization 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information The graph above shows the evolution of the market value of the total capital of Fibria (MarketCap) between January 1, 2017 and June 13, 2018. The mainhighlightsare: • Value on the base date: R$ 35.97 billions; • Minimumvalue(1): low quotationin the period: R$ 13.90 billions • Maximumvalue(1): high quotationin the period: R$ 41.49 billion • Minimumvalue(2): low quotationbetween the base date and 6 previousmonths: R$ 23.70 billions • Maximumvalue(2): high quotationbetween the base date and 6 previousmonths: R$ 39.69 billion Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 37 of 46

July 7 10, 2018 Exhibits Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 38 of 46

July 10, 2018 7 Exhibits Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Income Statement 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 39 of 46

July 10, 2018 7 Exhibits Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Discounted Cash flow 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 40 of 46

July 10, 2018 7 Exhibits Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Discount Rate 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 41 of 46

July 10, 2018 7 Exhibits Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Macroeconomic Premises 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 42 of 46

July 8 10, 2018 Appendix Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 43 of 46

July 10, 2018 8 Appendix Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Declaration of General Limitations 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information 1. Our presentation is based on information and dates of administration of the Company. According to the professional practices, an analysis is derived from the applicationof the IncomeApproach using a Discounted Cash Flow methodology. 2. To achieve the work of Economic Evaluation, on March 31, 2018. The performance indicators are appraised and updated as of March 31, 2018.), as well as projectionsof futureevents. 3. The reports were published by professionalsof the EY with informationby the Administration,as well as by externalsources, when indicated. 4. The team of team professionals may have a financial interest in Fibria and Suzano, thus characterizing their independence. The estimated fees for the executionof this work were not based and havenot had any relationwith the results reported here. 5. This work was developed based on information published by the Company, complemented by non-passive information. This information has been stored true since it is not part of the scope of any type of audit procedure. Because there were no audit parameters, EY is no longer able to assume the role according to historical information. 6. The projections are based on the information extracted from the communications offered by the Administration, the public sessions on the sector and the sessions in meetingsand discussions with the Company. 7. It was part of our work to obtain information with Fibria and with Suzano that we believe to be reliable, being the responsibility for its veracity exclusively of the managementof the companies. 8. No investigationshavebeen carried out on Fibria’stitledeeds, nor any verificationof the existence of liens or encumbrances; 9. EY has no responsibilityto update this report for eventsand circumstancesthat occur after the base date. 10. Our work does not contemplate any process of auditing, due diligence and / or tax advice and, therefore, we do not consider in this evaluation any contingenciesthat are not registered by Fibria at the base date. 11. It was not part of our job to providespreadsheets and / or financialmodels that supported our analysis. 12. The value per quota was not calculated, nor was any control premium considered in the evaluation. Therefore, it was considered that Fibria’s fair value estimaterepresents 100% of its shares. 13. We have not had the opportunity to expose Fibria’s business or assets individually or jointly to the market. As a result, we could not conclude whether there are potential buyers who wish to pay a fee for the deal that exceedsour estimate. 14. Fibria’s fair value expectation / estimate contained in this report was calculated based on the methodology of the CDF which does not necessarily reflect its possible trading price. It is worth mentioningthat the methodologyof the CDF has some limitations, as mentionedin this report. Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 44 of 46

July 10, 2018 8 Appendix Dashboard 6 Valuation 1 Executive Summary 7 Exhibits Declaration of General Limitations 2 Macroeconomic Analysis 8 Appendix 3 Sector Analysis 4 The Company and the 5 Projected Financial Information 15. This report has been prepared for the purpose described in our agreement, and should not be used for any other purpose. EY shall not assume any responsibility forany third party nor shall the report be used outside the stated purpose. 16. Some historical financial information used in our valuation was derived from Fibria’s audited financial statements and is the responsibility of Management. The financial statements may include disclosures required by generally accepted accounting principles. We do not perform an independent verification of the accuracy or completenessof the data providedand we do not giveour opinion or any kind of guarantee as to its accuracy or completeness. 17. We do not assume any responsibility for any accounting or fiscal decisions, which are the responsibility of Suzano. We understand that Suzano assumes responsibility forany accountingor tax mattersrelated to the Transaction, and forthe final use of our Report. 18. Any user of this report must be aware of the conditions that guided this work, as well as the market and economic situations of Brazil, at the base date of the evaluation. 19. According to our contract, before the report is issued in final version, Suzano send us a letter of representation signed, confirming to be in agreement with the EY to the principal assumptions used in the analysis of the assessment of Fibria and not have knowledge of any relevant information that could change our conclusions. 20. Our evaluation is based on elements that are reasonably expected, so it does not take into account possible extraordinary and unforeseeable events (new regulationsfor companies,changes in tax legislation,natural disasters, politicaland social events, nationalizations, among others ). 21. Our assessment was based on best available information and estimates. However, since any projection encompasses risks and uncertainties, actual results may differfromprojections. 22. Factors that may result in differences between projected cash flows and actual results include changes in the external environment, changes in the Company’s internal operating environment, and modeling differences. The CDF method does not anticipate changes in the external and internal environments in which the company is inserted, exceptthose pointed out in this report. Suzano Papel e Celulose S.A.: Financial Economic Valuation of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 45 of 46

EY | Audit | Tax| CorporateTransactions | Consulting AboutEY EYis a global leader in Audit, Tax, Corporate Transactions and Consulting services. Our insights and the quality services we provide help build confidence in the capital markets and economies around the world. We develop exceptional leaders who work in teams to fulfill our commitments to all stakeholders. With this, we play a key role in building a better business world for our people, our customers and our communities. EY refers to the global organization and may also refer to one or more member firms of Ernst & Young Global Limited (EYG), each of which is an independent legal entity. Ernst & Young Global Limited, a privately held company incorporated in the United Kingdom and limited by guarantee, does not provide services to customers. For more information about our organization, visit ey.com. © 2018 EYGM Limited. All rights reserved. www.ey.com.br

(A free translation of the original in Portuguese)

(This report is not deemed filed under the Securities Act of 1933)

Eucalipto Holding S.A.

Valuation report on the net book value

based on the accounting books

at March 31, 2018

 

(A free translation of the original in Portuguese)

(This report is not deemed filed under the Securities Act of 1933)

Valuation report on the net book value

based on the accounting books

To Shareholders and Managers

Eucalipto Holding S.A.

Qualification of the audit firm

 

1

PricewaterhouseCoopers Auditores Independentes, professional partnership established in the City of São Paulo, State of São Paulo, at Avenida Francisco Matarazzo, no 1400, 9o, 10o, 13o, 14o, 15o, 16o e 17o andares, Torre Torino, Água Branca, inscribed in the corporate taxpayers register under no 61.562.112/0001-20, originally registered with the São Paulo State Regional Accounting Board under no 2SP000160/O-5, with its Bylaws filed with the 4th Registry of Deeds, Documents and Legal Entities of São Paulo, State of São Paulo, on September 17, 1956, and subsequent amendments thereto filed with the 2nd Registry of Deeds, Documents and Legal Entities of São Paulo, State of São Paulo, the latest amendment of which, dated February 8, 2017, filed with the 2nd Registry of Deeds, Documents and Legal Entities of São Paulo, State of São Paulo, under microfilm 139,087, on February 15, 2017, represented by its undersigned partner, Tadeu Cendón Ferreira, Brazilian, married, accountant, bearer of Identity Card (RG) M.1.523.766 , inscribed in the individual taxpayers register (CPF) under no 530.920.666-34 and with the São Paulo State Regional Accounting Board under no 1SP188352/O-5, resident and domiciled in the State of São Paulo, with office at the same address of the represented company, which is appointed expert by the management of Eucalipto Holding S.A. to proceed with the valuation of the net book value of Eucalipto Holding S.A. (“Company”) at March 31, 2018, as summarized in Appendix I, in accordance with the accounting practices adopted in Brazil, hereby presents the results of its works.

Objective of the valuation

 

2

The purpose of the valuation of the net book value as of March 31, 2018 of Eucalipto Holding S.A. is the merger of such Company into Suzano Papel e Celulose S.A. (“Suzano”) on a future date, in accordance with the terms of the Voting Commitment and Assumption of Obligations, as described in Appendix II to this valuation report.

Management’s responsibility for the accounting information

 

3

The Company’s management is responsible for the bookkeeping and the preparation of accounting information in accordance with the accounting practices adopted in Brazil, and for the material internal controls it deemed necessary for the preparation of such accounting information free of material misstatements, whether caused by fraud or error. The main accounting practices adopted by the Company are summarized in Appendix II to this valuation report.

 

 

PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 61005,

T: +55 (11) 3674 2000, www.pwc.com.br

 

2 of 8

 

(A free translation of the original in Portuguese)

(This report is not deemed filed under the Securities Act of 1933)

Scope of the works and responsibility

of the independent auditor

 

4

Our responsibility is to issue an opinion on the net book value of the Company at March 31, 2018, based on the work performed in accordance with Technical Notice 03/2014 (R1), issued by the Brazilian Instituteof Independent Auditors (IBRACON) and approved by the Federal Accounting Board throughCTA 20/2014 (R1), which provides for the application of audit procedures to the balance sheet. Therefore, our examination of the Company’s balance sheet was conducted in accordance with Brazilian and international audit standards, which demand compliance with ethical requirements by the auditors and that the audit be planned and executed with the objective of obtaining reasonable assurance that the net book value assessed in our valuation report is free of material misstatements.

 

5

An audit process involves selected procedures to obtain evidence of the assessed amounts. The procedures selected depend on the judgment of the auditor, including the assessment of risks of material misstatements in the net book value, whether caused by fraud or error. In such risk assessment, the auditor considers the internal controls material for the preparation of the Company’s balance sheet in planning the audit procedures deemed appropriate in the circumstances, but not for the purposes of rendering an opinion on the effectiveness of such internal controls of the Company. We also assess the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusion

 

6

Based on our work, we concluded that the amount of R$ 200.00, as per the balance sheet of March 31, 2018, recorded on the accounting books and summarized in Appendix I, represents, in all material aspects, the net book value of Eucalipto Holding S.A., assessed in accordance with the accounting practices adopted in Brazil.

Emphasis of matter

 

7	As described in Note 1 of Appendix II to this valuation report, the merger of Eucalipto Holding S.A. into Suzano is part of the corporate restructuring process in the context of the business combination described therein, which is subject to certain conditions.

São Paulo, July 10, 2018

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

/s/ Tadeu Cendón Ferreira

Tadeu Cendón Ferreira

Contador CRC 1SP188352/O-5

 

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Attachment I to the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A. issued at July 10, 2018.   Eucalipto Holding S.A.   Synthetic balance sheet At March 31, 2018 (A free translation of the original in Portuguese)		(This report is not deemed filed under the Securities Act of 1933)

 

Assets		Brazilian real				Liabilities and equity		Brazilian real
Current assets
Cash and cash equivalents			200
						Total equity			200
Total assets			200			Total liabilities and equity			200

This attachment is an integral and inseparable part of the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A., issued by PricewaterhouseCoopers at July 10, 2018.

 

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Attachment II to the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A. issued at July 10, 2018.   Eucalipto Holding S.A.   Management’s notes to the balance sheet At March 31, 2018 In reais, unless otherwise indicated (A free translation of the original in Portuguese)		(This report is not deemed filed under the Securities Act of 1933)

 

 

1	Basis for preparation of the balance sheet and summary of the main accounting policies

The balance sheet of March 31, 2018 was prepared for the assessment of the net book value of Eucalipto Holding S.A. (“Company”), in the context of the merger of the Company into Suzano Papel e Celulose S.A. (“Suzano”) on a future date, in accordance with the terms of Voting Commitment and Assumption of Obligations, as described below.

The balance sheet of March 31, 2018 was prepared and is presented in accordance with the accounting practices adopted in Brazil, including the pronouncements issued by the Accounting Pronouncements Committee (CPC).

 

(a)	Corporate events

Voting Commitment and Assumption of Obligations

On March 15, 2018, Suzano Holding S.A., jointly with the other controlling shareholders of Suzano (jointly, the “Controlling Shareholders of Suzano”), entered into with the controlling shareholders of Fibria Celulose S.A. (“Fibria” and, jointly with Suzano, the “Companies”), Votorantim S.A. and BNDES Participações S.A.—BNDESPAR (“BNDESPAR”) (jointly, the “Controlling Shareholders of Fibria”), with Suzano as intervening consenting party, a Voting Commitment and Assumption of Obligations, whereby the Controlling Shareholders of Suzano and the Controlling Shareholders of Fibria agreed to exercise their voting rights to combine the operations and shareholder bases of Suzano and of Fibria, through a corporate restructuring.

A corporate restructuring will be submitted to the shareholders of Suzano and of Fibria, which will result in the following: (a) the ownership, by Suzano, of all shares issued by Fibria; and (b) the receipt by the shareholders of Fibria, for each common share issued by Fibria, of (i) fifty-two reais and fifty centavos (R$ 52.50), adjusted by the variation in the CDI rate as from March 15, 2018 to the effective payment date, to be paid in one single installment on the consummation date of the transaction and (ii) 0.4611 common share issued by Suzano, also to be delivered on the consummation date of the transaction.

Eucalipto Holding S.A., a wholly-owned subsidiary of Suzano, was acquired with the purpose of facilitating the aforementioned business combination, as part of the corporate restructuring, which includes its merger into Suzano Papel e Celulose S.A., as described in Note 2.

The shareholders of Fibria holding American Depositary Receipts (“ADRs”) will be entitled to receive ADRs in Suzano, observing the same exchange ratio. To do so, Suzano will adopt measures to obtain (i) the registry of the transaction (or the exemption thereof, as applicable) with the U.S. Securities and Exchange Commission; and (ii) the listing of the ADRs of Suzano in the same listing segment of the New York Stock Exchange where the ADRs of Fibria currently are listed.

 

This attachment is an integral and inseparable part of the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A., issued by PricewaterhouseCoopers at July 10, 2018.

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Attachment II to the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A. issued at July 10, 2018.   Eucalipto Holding S.A.   Management’s notes to the balance sheet At March 31, 2018 In reais, unless otherwise indicated (A free translation of the original in Portuguese)		(This report is not deemed filed under the Securities Act of 1933)

 

Once the transaction is consummated, the shares and the ADRs issued by Fibria will no longer be traded on the B3 S.A. and on the New York Stock Exchange, respectively.

In accordance with the Voting Commitment, in the event that any restrictions imposed by the antitrust authorities of Brazil and/or other countries are excessively burdensome, Suzano may opt not to consummate the transaction, upon payment to Fibria of a break-up fee equivalent to R$ 750 million. The break-up fee may involve certain other conditions of non-consummation of the transaction, as expressly provided for in the Voting Commitment.

The consummation of the transaction requires the applicable corporate approvals and fulfillment of the conditions precedent envisaged in the Voting Commitment and Assumption of Obligations, including approval by the antitrust authorities of Brazil and other countries.

The consummation date of the transaction will correspond to the 45^th day as from publication of the corresponding notice to the market indicating that the conditions precedent have been fulfilled.

 

(b)	Main accounting policies

The main accounting policies applied while preparing the balance sheet are presented below.

Cash and cash equivalents

Cash and cash equivalents encompass balances in cash and banks and financial investments that mature within less than 90 days from the date of the transaction, and which are subject to insignificant risk of having their values changed.

 

2	Merger of Eucalipto Holding—unaudited

Eucalipto Holding S.A., a wholly-owned subsidiary of Suzano, was acquired with the purpose of facilitating the business combination described on Note 1, especially the corporate restructuring. As such, the merger of the Company by Suzano is expected to take place after certain transactions. The following table describes the pro forma accounting balance sheet, as per the pro forma individual balance sheet of Eucalipto Holding S.A. and corresponding limited assurance report of the independent auditor, issued on July 10, 2018, that would be submitted for the merger into Suzano, considering that the condition precedent of the business combination had been fulfilled on March 31, 2018.

 

This attachment is an integral and inseparable part of the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A., issued by PricewaterhouseCoopers at July 10, 2018.

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Attachment II to the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A. issued at July 10, 2018.   Eucalipto Holding S.A.   Management’s notes to the balance sheet At March 31, 2018 In reais, unless otherwise indicated (A free translation of the original in Portuguese)		(This report is not deemed filed under the Securities Act of 1933)

 

Balance sheet - pro forma

(R$ thousands) - Unaudited

 

		Accounting balance - March 31, 2018 (1)				Capital contribution (2)				Merger of Fibria shares (3)				Redemption of preferred shares (4)				Pro forma balance - March 31, 2018 (5)
Assets
Current assets
Cash and cash equivalents			0.20				29,043,056								(29,043,056	)			0.20
Non-current assets
Investment (Fibria)											37,549,856								37,549,856
Total assets			0.20				29,043,056				37,549,856				(29,043,056	)			37,549,856
Liabilities
Current liabilities
Redeemable preferred shares											29,043,056				(29,043,056	)			—
Total liabilities			—				—				29,043,056				(29,043,056	)			—
Equity			0.20				29,043,056				8,506,800								37,549,856
Total liabilities and equity			0.20				29,043,056				37,549,856				(29,043,056	)			37,549,856

Description of balances/adjustments:

 

(1)	Net book value of Eucalipto Holding S.A. as of March 31, 2018, as described in Appendix I to the valuation report.

(2)	Suzano contributes R$ 29,043,056 thousand in cash to the Company upon subscription to new Common Shares in the Company.

(3)

The Controlling Shareholders of Suzano and the Controlling Shareholders of Fibria agreed to combine the operations and shareholder bases of Suzano and of Fibria, through a corporate restructuring that will result in Fibria being converted into a wholly-owned subsidiary of Suzano. Assuming that Fibria’s total capital is represented, on the Consummation Date of the Transaction, by 553,201,072 common shares, ex-treasury, the shareholders of Fibria will receive (i) a portion in local currency of R$ 52.50 per share, in the aggregate amount of R$ 29,043,056 thousand and (ii) 255,000,000 new common shares issued by Suzano, whose market value on March 31, 2018 was R$ 33.36, which corresponds to an aggregate fair value of R$ 8,506,800 thousand. This consideration from Suzano will be paid through its subsidiary Eucalipto Holding S.A. Therefore, in the merger of Fibria shares into the Company, Fibria shareholders will receive redeemable preferred shares in the Company, whose redemption value corresponds to the promised value in cash mentioned above, and also will receive registered common shares in the Company, to be converted subsequently into 255,000,000 new shares in Suzano.

(4)	The shareholders of Fibria that came to hold redeemable preferred shares, immediately after the merger of Fibria shares, will redeem such shares in cash at their full value, in the aggregate amount of R$ 29,043,056 thousand, and the preferred shares will be cancelled.

(5)

By the end of stages 2 to 4 described above, the net book value of Eucalipto Holding S.A. will be affected by these transactions. At this point, the Company is merged into Suzano, with its consequent dissolution; Fibria’s shareholders will receive, in substitution of their common shares issued by the Company, the new shares of Suzano, consequently migrating to the shareholder base of Suzano.

 

This attachment is an integral and inseparable part of the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A., issued by PricewaterhouseCoopers at July 10, 2018.

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Attachment II to the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A. issued at July 10, 2018.   Eucalipto Holding S.A.   Management’s notes to the balance sheet At March 31, 2018 In reais, unless otherwise indicated (A free translation of the original in Portuguese)		(This report is not deemed filed under the Securities Act of 1933)

 

The above final pro forma balance represents the net book value of the Company, to be merged into Suzano, if the condition precedent of the business combination, as described in Note 1, had been fulfilled on March 31, 2018. The actual amounts of the merger, if and when it is concluded, will vary in relation to the pro forma balance described above, especially in relation to: (i) the updated amount of paid-in capital; and (ii) the number and fair value of Suzano shares to be given to Fibria shareholders, both determined on the consummation date of the transaction.

*            *             *

 

 

This attachment is an integral and inseparable part of the valuation report on the net book value based on the accounting books of Eucalipto Holding S.A., issued by PricewaterhouseCoopers at July 10, 2018.

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ANNEX 4.7

TO THE PROTOCOL AND JUSTIFICATION OF MERGER OF SHARES

ISSUED BY FIBRIA INTO EUCALIPTO HOLDING S.A., FOLLOWED BY

MERGER OF EUCALIPTO HOLDING S.A. INTO SUZANO PAPEL E CELULOSE

Suzano Papel e Celulose S.A. Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 10 July 2018

Ernst & Young Assessoria Empresarial Ltda. Av. Presidente Juscelino Kubitschek, 1909 Torre Norte—10º andar 04543-011 – São Paulo – SP Telefone: +55 11 2573-3000 www.ey.com.br Suzano Papel e Celulose S.A. A/C: Daniel Nascimento Av. Brigadeiro Faria Lima, 1355—8 andar São Paulo – SP, Brazil July 10, 2018 01452-919 Valuation of Shareholder’s Equity at Market Prices of Suzano Papel e Celulose S.A. As requested, Ernst & Young Assessoria Empresarial Ltda. (“EY”) presents the appraisal report of the Shareholders’ Equity at market prices of Suzano Papel e Celulose SA (“Suzano” or “Company”), as of March 31, 2018 (the “base date”), . We understand that Suzano will use this report only as a basis for calculating the replacement ratio of the shares of Eucalipto Holding SA (“Eucalipto”) for Suzano shares, as provided for in article 264 of Law 6,404 / 76, (“S. As. “), In the context of the transaction (“ Transaction “) of the combination of the operations of Suzano and Fibria Celulose SA (“ Fibria “). Eucalipto is a subsidiary of Suzano, which at the base date had only the cash assets in the amount of R $ 200.00 (two hundred Reais), which will be used in the corporate reorganization to enable the Transaction. As part of the Transaction, Eucalipto will incorporate all of Fibria’s shares and will subsequently be merged into Suzano, with its consequent extinction. In this context, our estimate of value should not be considered as an investment advice or recommendation or any transaction involving the Company’s capital, fairness, or used for financing / raising funds, as well as any other purpose except as described above . This Report contemplates the objective, scope, procedures and methodologies used, as well as the main assumptions that involved calculating the estimate of Shareholders’ Equity at Suzano’s market prices. We emphasize that we did not investigate independently, nor was any audit process applied to the information provided by Suzano, notably the Balance Sheet of the base date. It should be noted that the closing of the Transaction depends, among other precedent conditions, on the prior approval by the Brazilian Defense Authorities (CADE) and other specific countries. In this context, until the close of the Transaction occurs, among other things, any exchange or sharing of competitively sensitive information between Fibria and Suzano is not permitted. In this way, it should be noted that for this exercise, public information, made available on the Suzano website, was taken into account, complemented by some specific data shared by Suzano’s management (“Administration”), limited to non-competitive information. We assume that the management of Suzano consistently analyzed the factors presented herein, and did not omit any relevant information, which could significantly impact the results of our work. Thank you for the opportunity to collaborate with Suzano. If you have any questions or require additional information, please contact Ms. Andrea Fuga or Ms. Roberta Tedesco at +55 (11) 2573 5639. Regards, ________________________ ___ Andrea Fuga Roberta Tedesco Partner of Valuation Executive Director of Valuation pel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 2 of 59

10 July 2018 Dashboard Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Table of Contents 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Dashboard Executive Macroeconomic Sector Analysis Summary Analysis 1 2 3 Page 4 Page 5 Page 8 Page 10 The Company Valuation of Exhibits Appendix and the ... Shareholder ... 4 5 6 7 Page 16 Page 21 Page 30 Page 39 Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 3 of 59

10 July 2018 Dashboard Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Highlights 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Main Assets and Liabilities at Market Value R$ 12.5 bi R$ 3.8 bi R$ 16.2 bi Equity book value Adjustments Equity at market prices R$ 16.4 bi R$ 6.0 bi R$ 22.4 bi Fixed assets book value Adjustments Fixed assets fair value R$ 12.6 R$ 1.2 bi R$ 13.8 bi Loans and financing Adjustments Loans and financing fair value R$ 3.4 bi—R$ 3.4 bi Cash and financial applications Adjustments Cash and financial applications fair value R$ 4.6 bi—R$ 4.6 bi Biological assets Adjustments Biological assets fair value R$ 3.7 bi R$ 0.3 bi R$ 4.0 bi Accounts receivable and inventory Adjustments Accounts receivable and inventory fair value R$ 1.9 bi (R$ 0.8) bi R$ 1.0 bi Net deferred taxes Adjustments Deferred taxes fair value Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 4 of 59

1 Executive Summary Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 5 of 59

10 July 2018 1 Executive Summary Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Executive Summary 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Objective Scope of Work General Assumptions â–º Suzano is the second largest global â–º Discussions with Suzano executives and â–º The value of Shareholders’ Equity at Market producer of eucalyptus pulp and the largest employees; Prices is defined by CVM Instruction 436 as producer of domestic paper in Latin the amount calculated based on the sale or America. â–º Obtaining Suzano’s historical accounting, settlement of the assets and separately operating and financial data; payable under the following conditions: â–º Fibria is a Brazilian company, the world leader in the production of bleached â–º Analysis of the market in which the a) the market value must correspond to the eucalyptus pulp. With a production Company is inserted; value expressed in cash or equivalent by capacity of 7.3 million tons per year, the â–º Individual valuation of relevant assets which the property (or any other asset or company exports pulp to more than 35 and liabilities, recorded in the Company’s liability) could be exchanged between a countries. equity position on the base date, at prone buyer and a prone seller, with market value, according to the reasonable knowledge of both and no â–º In March 2018, Suzano and Fibria methodologies described in this report. compulsion to buy or sell by one or both; announced the combination of their and business, through which Fibria will become It should be noted that this work does not a wholly-owned subsidiary of Suzano. contemplate changes in the external or b) the value of the assets shall be valued by internal environments in which Suzano reference to market prices under orderly â–º The objective of this work is to evaluate operates, besides those to be explained in settlement conditions or “cash Suzano’s Shareholders’ Equity at the base this report. equivalents”, ie, no account shall be date of March 31, 2018, in order to base taken of the winding-up amount under the calculation of the replacement ratio of forced sales conditions at any cost. “ Fibria’s shares for Suzano shares, as provided for in article 264 of the Brazilian â–º The Balance Sheet used was the Corporate Law Consolidated version, dated March 31, 2018, as published in the ITR (Quarterly Information) of the Company. â–º Base date: March 31, 2018 â–º Currency: Reais (BRL) in nominal terms â–º Relevance: Only items representing more than 1% of total asset value were adjusted. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 6 of 59

10 July 2018 1 Executive Summary Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Estimation of Value 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Equity Before and After Adjustments (R$ millions) Composition of Adjustments (R$ millions) (=) Equity Book Value 12,458 (+) Credit Adjustment to Equity 6,067 (-) Debit Adjustment to Equity (344) (+/-) IR/CS Adjustments (1,946) (=) Market Value of Equity 16,235 Source: EY Conclusion Based on the information received and the work performed, our valuation resulted in an estimate of Suzano’s Shareholder Equity at market prices of approximately BRL 16,235 million, as of the base date of March 31, 2018. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 7 of 59

10 2 July 2018 Macroeconomic Analysis Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 8 of 59

10 July 2018 2 Macroeconomic Analysis Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Macroeconomic Analysis 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder IPCA Historic and Projected Macroeconomic analysis provides a gap for the reduction of the level of the basic interest rate, which may allow greater The analysis below refers to the expectations in investments by companies. (Copom meeting of force on the base date, according to information March 21, 2018). For the coming years the Selic is published by the Focus Bulletin of BACEN, Getúlio expected to stabilize at a level of approximately 8% Vargas Foundation (FGV), Oxford Economics and a.a. JP Morgan. Exchange rate BRL / USD Brazilian Economy The exchange rate closed the month of December Economic activity 2017 at 3.31 BRL / USD. Market expectations on the base date indicated an average rate of 3.28 According to the expectations provided by the BRL / USD for 2018 and 3.35 for 2019. However, Bank on March 30, 2018, GDP grew by 1.0% in in May and June 2018, due to the increase in 2017 and is expected to be 2.8% in 2018. Real political instability in the country, the projections long-term GDP growth was expected to be 2.7% were changed to 3.63 BRL / USD in 2018 and 3.45 aa this same date. in 2019. Source: Central Bank of Brazil Inflation Risk-Brazil The official inflation index, IPCA, closed the year of The index shows the daily performance gap of US Exchange Rate Historic and Projected 2017 at 2.9%. According to the market and emerging-market debt securities and is an expectations presented by the Bank at the base indicator of the financial health of the country in date, the IPCA should reach 3.6% in 2018 and question. The index ended March at 239 basis 4.1% in 2019. The expected stabilization in the points, indicating a difference of 2.39pp. between medium and long term was 3.9% pa the performance of Brazilian securities and US The General Price Index of the Market (IGP-M), securities. The average for the month was 244 calculated by FGV, closed the year of 2017 by—basis points. 0.5%. The expectation of the Focus Bulletin is that this index reach 4.5% in 2018 and 4.3% in 2019. American Economy Interest Rates Inflation The Monetary Policy Committee (Copom) took into The US inflation index grew in 2017 to 2.1%, as consideration the macroeconomic situation, the well as the expectation for 2018 of 2.5%. The long-outlook for Brazilian inflation and the balance of term expectation in force at the base date was risks, and decided to lower the Selic rate from 1.9% pa 6.8% to 6.5% pa. The Committee understands that Source: Banco Central do Brazil the fall in the expectation of inflation in 2017 Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 9 of 59

3 Sector Analysis Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 10 of 59

10 July 2018 3 Sector Analysis Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Global Cellulose and Pulp Market 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder â–º Between 1990 and 2016, global pulp production grew by 11.0% (185.5 million tons) at a CAGR of 0.4%. However, within the period between 2007 and 2009, production was impacted by the international financial crisis, falling 11.3%. Consequently, with the increase of the world’s stocks, the companies reduced their productions. Since these events, the same pre-crisis levels have not been recovered. â–º The United States is the largest pulp producer in the world, representing 26.3% of the total market with 48.5 millions of tons produced in 2016. As a comparison, US production is triple that of Brazilian production. However, in recent years, the United States and Canada have fallen in production, due to the low competitiveness in the international market, compared with other countries that have gained space in this industry. â–º Of the total products derived from pulp, 31.5% are destined for export and the five largest global exporters are Brazil, Canada, Chile, Sweden and the United States, which represent 63.6% of total exports. In 2013, Brazil became the largest exporter, surpassing Canada, mainly to supply the growing Chinese demand, which is the largest importer of pulp in the world. Only China imports 33.0% of the total produced globally, which assists in supplying demand, not only in Brazil, but also in other South American and European countries. Between 2010 and 2016, Brazil tripled the value of its exports, while Chile, which became one of the main players in South America and a major global competitor due to the good adaptability of both eucalyptus and pine pulp production, grew 98.5% during that same period. â–º Another important aspect of the global pulp industry is the low price volatility of eucalyptus pulp in the international market, varying by 8.0% between 2000 and 2017, which is explained by the high flexibility of pulp producers to adjust the production required for pulp production. demand curve, the industry’s slight cost curve and market prices close to producers’ costs. The 10 largest producers of cellulose in 2016 (millions of tons) Productivity of the forests by country (m³/ha/year) Source: EMIS, Bloomberg, Parllaxis Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 11 of 59

10 July 2018 3 Sector Analysis Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Cellulose in Brazil 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder â–º In Brazil, the two main sources of wood used for pulp production are pine Area of forests planted in Brazil (thousands of hectors) and eucalyptus, accounting for more than 92.5% of the volume produced. The country ranks second in the ranking of pulp producers of all types and first, if only eucalyptus pulp is considered. â–º There are two types of cellulose, with different physical and chemical characteristics. The Fibra Longa cellulose is used in the production of papers that demand more resistance, such as those used in packaging, paper and newspaper. The other type, called Short Fiber, derived mainly from eucalyptus, is used for the production of household papers (printing and writing) and sanitary purposes (toilet paper, paper towels and napkins). About 85.0% of the total Brazilian production corresponds to Fibra Curta pulp. â–º In 2017, Brazil had the 7th largest area of planted forests certified, covering 6.4 million hectares. In order to promote economic activities and guarantee supplies to local industries, in July 2017, the Government adopted the Annual Forest Granting Plan (PAOF) for 2018, offering a concession of 1.6 million hectares of public forests in the states of Amazonas, Amapá, Pará and Rondônia. Brazil’s competitiveness in this sector is explained, among others, by natural factors such as abundance of land and favorable climatic conditions / soil for planting eucalyptus trees (72.3% of the total area planted). â–º The increase in eucalyptus productivity in the country is a consequence of the high investment and development of innovations in the biotechnology, genetics and forest maintenance techniques. The result is a productivity gain of 30m3 per hectare per year since the 1970s. As a comparison, this productivity gain enabled the industry to use half of the eucalyptus plantation area for the supply used in China. The production of 1.5 million tons of pulp requires 140 thousand hectares in Brazil, one fifth of the area needed in Scandinavia. Source: Parallaxis, EMIS, FSC (Forest Stewardship Council) Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 12 of 59

10 July 2018 3 Sector Analysis Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Cellulose in Brazil 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder â–º The largest state of eucalyptus in Brazil is Minas Gerais, with 24.5% of the total planted area, followed by São Paulo (16.7%), Mato Grosso do Sul (15.5%) and Bahia (10.8% %). Between 2015 and 2016, São Paulo and Minas Gerais had decreases in eucalyptus production of 3.1% and 0.4%, respectively. In contrast, Mato Grosso do Sul and Tocantins had growths of 323.0% and 439.0% between the years 2007 and 2016, with CAGR of 15.5% and 20.6%, respectively. â–º Pine production in Brazil is concentrated in only two states, Paraná and Santa Catarina, which represent 77.0% of the planted area of this variety in the country. However, there is a downward trend in the production of this variety for long cutting time (15 years against 7 of eucalyptus) and its profitability compared to eucalyptus. Area of eucalyptus (%) Area of pine (%) PA MA 2.4% 2.9% MT BA BA 3.3% 10.8% 0.2% GO MG 0.5% MG MS 24.5% ES MS 2.3% ES 15.5% SP 4.1% 0.4% 0.2% SP PR 16.7% 7.8% PR 5.2% 42.5% Outros – 9.2% SC Outros – 0% RS 34.5% RS 5.4% 11.7% Source: EMIS, Parallaxis Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 13 of 59

10 July 2018 3 Sector Analysis Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Cellulose in Brazil 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Production of cellulose in Brazil ( thousands of tons) â–º Between 1991 and 2016, pulp production grew 295.0% in Brazil, with a CAGR of 5.7%, the highest annual growth comparing only the 5 largest pulp producers in the world. If we only consider the period between 2007 and 2017, the growth was 61.9%, with output jumping from 12.0 to 19.4 million tons. In 2018, the growth trend continued in the first three months of the year. Between January and March, pulp production in the country was 5.3 million tons, up 13.0% on the same period last year. The total production value of Brazilian pulp will have a CAGR of 6.1% by the year 2022 due mainly to the increased participation of eucalyptus plantation in the product mix of the companies. â–º In 2017, the volume of pulp exports grew by 2.8% compared to the previous year, rising from 13.5 million tons to 13.9 million tons. The value of exports increased even more significantly, reaching US $ 6.4 billion in 2017, 14.1% higher than in 2016. The factors that supported this movement were the prices practiced in the international market combined with the devaluation of Real, which positively influenced the Source: Parallaxis competitiveness of the Brazilian product. The growth in Chinese and US demand for Brazilian pulp also ensured maintenance levels of Brazilian Projection of exportation of cellulose (US$ millions) exports despite the weakening of the European market. Between 2012 and 2017, the CAGR of the value of exports only to the Chinese market was 15.8%, reaching a total of $ 2.6 billion and 5.5 million tons. Exports to the United States, in the same period, presented a CAGR of 1.5% to a variation in the volume of 3.9%. Source: EMIS Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 14 of 59

10 July 2018 3 Sector Analysis Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Cellulose in Brazil 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder â–º Exports of pulp are projected to increase at a CAGR of 3.4% between Projection of importation of cellulose in Brazil (US$ millions) 2017 and 2022, reaching US $ 7.5 billion. This expansion will be due to the strong demand for eucalyptus pulp in developed and developing countries and the low availability of pulp in the global market due to production inefficiencies and the start-up of new plants, especially in China. â–º Since 2013, Brazilian imports have fallen 51.0%, from 430 thousand to 211 thousand tons. Three factors impacted this change: the devaluation of the Real against the Dollar during this period (increasing exports), the growth of pulp production in the country and the development of resistance and use of short-fiber pulp. However, the trend is that imports of pulp will grow at a CAGR of 6.2% between 2017 and 2022, driven by the growing demand from the national pulp paper industry and the production used for the generation of high value products aggregate. â–º Domestic pulp consumption in 2017 grew 1.6% from 6.2 million to 6.3 million tons, mainly due to the recovery in paper production, which increased the use of raw materials in the domestic market. Domestic Source: EMIS demand corresponds to 33.0% of production, with 94.0% coming from Brazil domestic production and only 6.0% from other countries. Apparent consumption of cellulose in (thousands of tons) Source: Parallaxis Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 15 of 59

4 The Company and the Transaction Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 16 of 59

10 July 2018 4 The Company and the Transaction Dashboard 6 Exhibits 1 Executive Summary 7 Appendix General Vision of the Company 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Suzano â–º Founded 94 years ago by a Ukrainian immigrant named Leon Fefer, the Suzano Group is currently composed of 4 companies from different segments: Suzano Papel e Celulose, Alden Desenvolvimento Imobiliário, MDS Global Insurance & Risk Consultants, and HiperStream, a provider of solutions for data processing and transactional communication. â–º Suzano is a forest-based company, the world’s second largest producer of eucalyptus pulp and the largest manufacturer of household paper in Latin America. It has its administrative headquarters in São Paulo (SP) and operates seven industrial units in Brazil, three in the state of São Paulo (Limeira and two in Suzano), one in Bahia (Mucuri), one in Maranhão (Imperatriz), one in Pará ( Belém) and one in Ceará (Fortaleza). â–º The company has 9,000 employees and 11,000 service providers operating in a forest area of 1.3 million hectares, of which 570 thousand hectares are planted forests (concentrated in the states of Bahia, Espírito Santo, São Paulo, Minas Gerais Gerais, Maranhão, Tocantins, Pará and Piauí). Within the forest base, 542 thousand hectares are of preservation areas. â–º Suzano has also diversified its operations. Through FuturaGene, the company entered the biotechnology sector, becoming the first company in the world to obtain approval for the commercial use of genetically modified eucalyptus, fluff cellulose (used for the production of diapers and absorbents), lignin petroleum products in high value-added applications) and tissue (production of paper for sanitary purposes). In São Paulo, the first factory starts operating The first company Suzano diversifies Leon Feffer starts 1941 Inauguration of in the sector to go operation: operations in the commercial offices in public commercial paper USA, Switzerland and Biotechnology, Fluff, industry 1980 China Tissue and Lignin 1921 2006/2007 2015 1924 1964 1992 2014 Registration approved by the Board of Trade. Suzano makes their first Inauguration of a new plant Industrial Unit in exportation od Cellulose to in Imperatriz, Maranhão Mucuri, Bahia, Argentina begins operations Source: Site Suzano Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 17 of 59

10 July 2018 4 The Company and the Transaction Dashboard 6 Exhibits 1 Executive Summary 7 Appendix General Vision of the Company 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Suzano Global Presence: â–º Abroad, Suzano Papel e Celulose is present in more than 15 countries. In addition to Brazil, Suzano has a commercial office in China, and subsidiaries in the United States, Switzerland, England, Argentina and 21 distribution centers spread across 3 continents (Asia, North America and Europe). Administrative Headquarters Industrial Unit Source: Site Suzano Source: Site Suzano Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 18 of 59

10 July 2018 4 The Company and the Transaction Dashboard 6 Exhibits 1 Executive Summary 7 Appendix General Vision of the Company 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Fibria â–º Fibria was formed from the acquisition of Aracruz Celulose S.A. by Votorantim Celulose e Papel S.A., and was then consolidated and formalized as a company on September 1, 2009. â–º The company is the largest producer of eucalyptus pulp in the world, with a production capacity of 7.3 million tons per year and operating through industrial units located in Aracruz (ES), Jacareí (SP), Três Lagoas (MS) and in Eunápolis (BA), city in which Veracel, joint-operation with Stora Enso, is headquartered. â–º Fibria’s production, which is exported to 35 countries, is generated from 1,056 million hectares of forests, 633,000 hectares of planted forests, 364,000 hectares of preservation areas and 59,000 hectares for other purposes. The pulp manufactured by the company is raw material for different segments of products, among them, education, hygiene, health and cleaning. Global Presence: Timeline: Fibria was created as a result of the acquisition of Aracruz by 2009 Vototantim Celulose e Papel. Start of operations in Horizonte 1 Fibria enters the New Market of 2010 BM&F Bovespa (actual B3) 2012 Fibria affirms their strategy with the Canadian company Ensyn Approval of the expansion project 2015 Horizonte 2, in Três Lagoras—MS Fibria iniciates operations for the 2017 project Horizonte 2 Suzano announces corporate 2018 reorganization with Fibria Source: Site Fibria Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 19 of 59

10 July 2018 4 The Company and the Transaction Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Transaction Description 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder The Transaction â–º On March 16, 2018, Suzano and Fibria announced the conclusion of an agreement between Suzano Holding SA and other controlling shareholders of Suzano, with the controlling shareholders of Fibria (Votorantim SA and BNDES Participações SA), regarding the realization of the combination of the base shareholders’ equity through a corporate reorganization. This reorganization will result in the conversion of Fibria into a wholly owned subsidiary of Suzano and the receipt by all Fibria shareholders of (i) a portion of approximately R $ 29.0 billion, to be adjusted and paid as provided in the Protocol and Justification of the Transaction, and (ii) 255 million of new common shares issued by Suzano, to be adjusted as provided for in the same Protocol. â–º The resulting company will have 37,000 employees (direct and third party), with assets in Brazil and abroad. In total there will be 11 industrial units, reaching 11 million tons of pulp and 1.4 million tons of paper. The annual export volumes will total R $ 18 billion and investment of R $ 6.4 billion projected for the year 2018. â–º Controllers of the two companies defined that Fibria’s shareholders will receive R $ 52.50 per share, adjusted by the CDI until the date of consummation of the transaction. In addition, it will receive 0.4611 Suzano common stock, adjusted according to transaction documents. â–º After the conclusion of the operation, which will only happen after the approval of the Shareholders’ Meetings of the two companies and the analysis of the regulatory agencies, the resulting company will become the largest agribusiness company in the country and the fifth largest non-financial company in Brazil. New shareholder composition: Suzano Papel e Celulose Other Shareholders BNDESPar (11.1%) Votorantim (5.6%) (46.4%) (36.9%) Suzano Papel e Celulose S.A. (100%) Fibria Celulose S.A Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 20 of 59

5 Valuation of Shareholder Equity at Market Prices Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 21 of 59

10 July 2018 5 Valuation of Shareholder Equity at Market Prices Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Assets 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Assets (R$ millions) Main Assumptions: â–º [a] Cash and cash equivalents: cash or cash equivalents, represented by national currencies and includes balances of accounts invested abroad. ï¶ Adjustment criteria: There were no adjustments made to the account. In accordance with IFRS 9, cash and cash equivalents are considered financial instruments and are presented in the balance sheet at their fair value. â–º [b] Financial Investments: consists of investments in Investment Funds that allocate resources in fixed income instruments, diversified between securities of private institutions and public securities. And Bank Deposit Certificates. ï¶ Adjustment criteria: There were no adjustments made to the account. In accordance with IFRS 9, Financial Investments are considered financial instruments and are presented in the balance sheet at their fair value. â–º [c] Accounts receivable: consists of customers in the country, overseas customers, related parties and PDD. ï¶ Adjustment criteria: There were no adjustments made to the account. Due to the adoption of IFRS 9, the Company disclosed the fair value of Accounts Receivable in note, which shows that the value of the amortized cost (accounting) is equal to the estimated fair value. â–º [d] Inventory: consists of finished products, products in preparation, raw materials, warehouse, advance to suppliers. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 22 of 59

10 July 2018 5 Valuation of Shareholder Equity at Market Prices Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Assets 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Assets (R$ millions) Main Assumptions: ï¶ The adjustment to market prices of inventories considered only the adjustment of the finished products, since they represented 47% of the book value, and that the other relevant account, raw materials (31% of book value) is already measured at fair value in the cutting time. ï¶ The fair value of finished products was estimated as the sales value of these products, net of selling expenses to be incurred and a margin reasonably attributed to commercial activity. Inventory turnover was estimated based on the days of the finished product stock in relation to operating costs on the base date. For more details see Annex 2. â–º [e] Recoverable Taxes: are composed of IRPJ and CSLL of prepayments and withholding taxes, PIS / COFINS on acquisition of fixed assets, PIS / COFINS on other operations, ICMS on acquisition of fixed assets, ICMS on other operations, Other taxes and contributions and Provision for ICMS credit discount. ï¶ Adjustment criteria: the expected amount of taxes recoverable for the next 4 years was brought to present value, according to the schedule estimated by the Administration and by the average Selic rate expected for the same period. For more details see Annex 3. â–º [f] Unrealized gains on derivative transactions: instruments contracted with hedge strategy. ï¶ Adjustment criteria: There were no adjustments made to the account. In accordance with IFRS 9, derivative financial instruments are considered financial instruments and are presented in the balance sheet as fair value. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 23 of 59

10 July 2018 5 Valuation of Shareholder Equity at Market Prices Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Assets 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Assets (R$ millions) Main Assumptions: â–º g] Other accounts receivable: these are composed of other operating assets. ï¶ Adjustment criteria: there were no adjustments made to the account, since 82% of the assets that make up the account are expected to be realized in the short term. â–º [h] Advance to suppliers: it is constituted by the development program, whose objective is to develop the regions where Suzano operates. ï¶ Adjustment criteria: the balance of the account was not updated, due to its low representation (1.0%) against total assets. â–º [i] Non-current Assets Held for Sale: consists of carts and commercial real estate. ï¶ Adjustment criteria: the balance of the account was not updated due to its low representation (0.04%) in relation to total assets. â–º [j] Deferred Taxes: are composed of tax loss; negative basis and social contribution; operating provisions and for miscellaneous losses; exchange rate variation by cash basis; provisions for contingencies; losses with derivatives; and other temporary differences. ï¶ Adjustment criteria: the balance of the account was not updated due to its low representation (0.01%) in relation to total assets; â–º [k] Judicial deposits: Judicial deposits in guarantee of taxes and contributions sub judice. ï¶ Adjustment criteria: the balance of the account was not updated due to its low representation (0.4%) in relation to total assets and due to the fact that, in the majority, these deposits are adjusted by the CDI. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 24 of 59

10 July 2018 5 Valuation of Shareholder Equity at Market Prices Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Assets 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Assets (R$ millions) Main Assumptions: â–º [l] Receivables: are credits arising from the Company’s legal win against the State. ï¶ Adjustment criteria: the balance of the account was not updated, due to its low representation (0.2%) in relation to total assets. â–º [m] Biological assets: these are substantially composed of reforestation eucalyptus forests used to supply wood to pulp and paper mills. ï¶ Adjustment criteria: There were no adjustments made to the account. In accordance with IAS 41, the biological assets presented in the balance sheet are measured at fair value. â–º [n] Investments: consists of subsidiaries and joint operations. ï¶ Adjustment criteria: the account balance was not updated due to its low representation (0.02%) in relation to total assets. â–º [o] Fixed assets: consists of land and farms; buildings; machines and equipment; Construction in progress; and other assets. ï¶ Adjustment criteria: the fair value of these assets was estimated through a specific evaluation. The list of assets evaluated, methodologies and results are presented in Annex 5. â–º [p] Intangible assets: consists of the goodwill Vale Florestar, Paineiras Logísticas and Facepa; brands and patents; softwares; and research and development agreement. ï¶ Criterion: the total amount of goodwill was written off because they did not individually have market value. The other values, because of low relevance, were not adjusted. For more details, see Annex 4. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 25 of 59

10 July 2018 5 Valuation of Shareholder Equity at Market Prices Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Liabilities 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Liabilities (R$ millions) Main Assumptions: â–º [q] Social and labor obligations: consists of accounts payable and provisions for 13th salary, vacation and other items. ï¶ Adjustment criteria: the balance of the account was not updated, due to its low representativeness (0.5%) in relation to total liabilities and the short term of realization of the items. â–º [r] Suppliers: consists of accounts payable in local currency and accounts payable in foreign currency. ï¶ Adjustment criteria: There were no adjustments made to the account. Due to the adoption of IFRS 9, the Company disclosed the fair value of Suppliers in note, where it shows that the value of the amortized cost (accounting) is equal to the estimated fair value. â–º [s] Tax Obligations: consists of taxes payable. ï¶ Adjustment criteria: the account balance was not updated, due to its low representation (0.6%) against total liabilities. â–º [t] Loans and financing: these are composed of loans made in national and foreign currency with BNDES, FNE-BNB, FINEP, and others. ï¶ Adjustment criteria: The fair value adopted was that disclosed by Suzano in the financial statements of the base date. According to the notes to the financial statements, the estimate of the fair value of the financial liabilities related to the loans, whose accounting balances are measured at amortized cost, is calculated through the present value, using the market projection for fixed rates and prevailing contractual data for fixed rate securities, brought to present value at the current market rate. The fair value of loans and financing is classified in Level 2 in the fair value hierarchy Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 26 of 59

10 July 2018 5 Valuation of Shareholder Equity at Market Prices Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Liabilities 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Liabilities (R$ millions) Main Assumptions: â–º [u] Dividends payable: these are dividends already allocated to shareholdersï¶ Adjustment criteria: the account balance was not updated, due to its low representation (0.6%) against total liabilities. â–º [v] Unrealized losses on derivative transactions: instruments contracted with hedging strategy. ï¶ Adjustment criteria: There were no adjustments made to the account. In accordance with IFRS 9, unrealized losses on derivative transactions are considered financial instruments and are presented in the balance sheet at their fair value. â–º [w] Other accounts payable: are composed of a provision for profits; benefits to employees; provision of inputs for forest formation; other bills to pay; and other obligations. ï¶ Adjustment criteria: partial written of the amount paid in PCH Mucuri acquisition not attributed to assets and liabilities and waiting to PPA Report conclusion. For the other account balance here were no adjustments made to the account balance due to the composition and nature of the assets. About 72% of the total value of this liability is represented by accounts that will be realized in the short term. â–º [x] Commitments with acquisition of assets: consists of Certified Real Estate Receivables; acquisition of Vale Florestar Fundo de Investimento em Participações; and Paper Factory of the Amazon.ï¶ Adjustment criteria: the fair value adopted was that disclosed by Suzano in the Notes to the Financial Statements of the base date, as a result of the adoption of IFRS 9. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 27 of 59

10 July 2018 5 Valuation of Shareholder Equity at Market Prices Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Liabilities 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Liabilities (R$ millions) Main Assumptions: â–º [y] Advances from customers: consists of contracts for the future sale of finished products, backed by performance sales transactions, recorded in the short term. ï¶ Adjustment criteria: the balance of the account was not updated due to its low representation (0.3%) against total liabilities. â–º [z] Deferred taxes: Deferred taxes are stated at their net value. The asset balance consists mainly of tax loss carryforwards, negative basis of social contribution and miscellaneous provisions. In liabilities, the main amounts refer to attributed cost and accelerated depreciation adjustments. ï¶ Adjustment criteria—the amount of tax credits was brought to present value, based on the schedule of realizations estimated by the Administration. The amounts of liabilities related to attributed cost and accelerated depreciation were brought to present value based on the estimated remaining useful life of the assets that generated such differences. Adjustments to present value were made through the average Selic rate expected for the same period. For more details see Annex 5. â–º [aa] Deferred Income Tax - Adjustments at Market Prices: Deferred Income Tax. ï¶ Calculated considering the regulatory rate of 34% of IR & CSLL on all adjustments at market price. â–º [ab] Provision for contingencies: it is composed of tax, social security, labor and civil lawsuits. ï¶ Adjustment criteria: it was considered, in addition to the book value, the recognition of 10.0% of the contingencies classified as possible. For more details see Annex 6. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 28 of 59

5 Valuation of Shareholder Equity at Market Prices Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Liabilities 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Liabilities (R$ millions) Main Assumptions: â–º [ac] Provision for actuarial liabilities: consists of the cost of medical care and 80.0% of life insurance for former employees who retired until 2004 and who did not opt for the complementary pension plan offered by the Company. ï¶ Adjustment criteria: the balance of the account has not been updated, since this liability is already measured at fair value. â–º [ad] Stock-based compensation plan: consists of two programs of stock-based compensation plans: the Phantom Stock Plan and the stock appreciation Plan. Both paid in cash. ï¶ Adjustment criteria: the account balance was not updated due to its low representation (0.2%) against total liabilities. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 29 of 59

6 Exhibits Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 30 of 59

10 July 2018 6 Exhibits Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Exhibit 1 – Balance Sheet 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 31 of 59

10 July 2018 6 Exhibits Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Exhibit 2 – Valuation: Inventory 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Finished Goods Inventory (in BRL millions) The fair value of finished products was estimated as the sales value of these products, net of selling expenses to be incurred and a margin reasonably Book Value (March 31, 2018) 1,321 attributed to commercial activity. For the margin estimate, we used the results made in 2017 to eliminate the effects of seasonality in the first Fair value adjustment 313 quarter of 2018, as quoted in the company’s financial statements. Fair value of finished goods inventory 1,635 Sale price: The value of the inventory based on the selling price was estimated Main assumptions: considering that 2017 the costs of the merchandise sold represented 56.7% We identified that the relevant values in intenvory on the base date refer to of the net revenue for the pulp segment and 70.1% for the paper segment. the stock of raw materials (29%) and inventory of finished products (63%). Selling expenses: Since the main raw material, wood, is treated at fair value at the time of cutting, it was agreed with the Administration that fair value adjustments Expenses that reflect the activities involved for the sale of products, would consider only the finished products. For the adjustment of finished including sales staff, commissions and freight. On the base date, selling products, the inventory of pulp and wood, separately expenses represented 2.4% and 7.4% of net revenue, respectively, for the pulp and paper segments. Margin on sales activity: Book Value of Inventory (BRL millions) Raw materials 413 The segment’s operating margins were 41.8% and 9.1% for pulp and paper, Work in progress 63 which implies mark-ups applicable to costs and expenses of 71.8% and Finished Goods—Cellulose 341 10.0%. We consider this mark-up to be equally applicable to all costs and expenses of the Company. Finished Goods—Paper 264 Finished Goods – Consumer Products 13 Cost of keeping goods in stock: Warehouse 197 Calculated based on the weighted cost of Suzano’s debt, 7.9% a. a., and the Pending imports 30 average permanence of the products in stock. Total 1,321 The inventory turnover was estimated based on the days of the stock of finished products in relation to CMV. The stock turnover of finished products was estimated at 11.5x and 9.6x, or permanence of about 32 and 38 days respectively for pulp and paper. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 32 of 59

10 July 2018 6 Exhibits Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Exhibit 2 – Valuation: Inventory 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Cellulose Inventory Recommendation of Value As of the reference date and based on the parameters and Sales price 341 ÷ 56.7% = 601 assumptions mentioned above, our recommendation for the fair Commercial expenses 601 × 2.4% × 100.0% = (14) value of the inventory is BRL 1,635 millions, generating an increment of inventory value of BRL 313 millions. Sales margin 14 × 71.8% = (10) Cost to maintain inventory 341 × 7.9% ÷ 11.5x = (2) Fair Value (BRL millions) 574 Step-up 233 Paper Inventory Sales price 264 ÷ 70.1% = 377 Commercial Expenses 377 × 7.4% × 100.0% = (28) Sales margin 28 × 10.0% = (3) Cost to maintain inventory 264 × 7.9% ÷ 9.6X = (2) Fair Value (BRL millions) 344 Step up 80 Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 33 of 59

10 July 2018 6 Exhibits Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Exhibit 3 – Valuation: Recoverable Taxes 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Recoverable taxes (in BRL millions) Recomendation of value As of the base date and based on the parameters and assumptions Book Value (March 31, 2018) 583 mentioned above, our recommendation for the fair value of recoverable Fair value adjustment (39) taxes is BRL 545 millions, generating a reduction of BRL 39 million worth Fair value of taxes to recover 545 Main assumptions: The recoverable tax account is composed of withholding taxes and prepayments of IRPJ and CSLL taxes, ICMS recoverable, credits of the program reimburses, PIS and COFINS to be recovered and Provision for loss on ICMS credits. Suzano’s management estimated the amount to be recovered between 2018 and 2021. For the measurement of the fair value of recoverable taxes, the amount estimated for the next 4 years was brought to present value, by means of the average Selic rate expected for the same period. 2018 2019 2020 2021 Recoverable taxes 323 123 118 20 Discount factor 0,97 0,92 0,86 0,80 Present value of recoverable taxes 315 113 101 16 Fair Value (rounded) 545 Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 34 of 59

10 July 2018 6 Exhibits Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Exhibit 4 – Intangibles 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Intangibles (in BRL millions) Book Value Fair Value Goodwill 239 0 Assets with indefinite useful lives 1 1 Trademarks and Patents 1 1 Software 61 61 Research and development agreement 73 73 Total 375 136 Main assumptions: The composition of the intangible asset account is presented above. For the goodwill related to the future profitability of Vale Florestar, Paineiras Logística and Facepa, due to the methodology of calculation of Shareholders’ Equity at market prices, which considers the assets individually, and due to the fact that the goodwill for future profitability does not have individually market, this asset has been written off. It should be noted, however, that this goodwill has part of its value reflected in the market price adjustment of the assets of these units, recorded in Suzano’s consolidated balance sheet. The remaining items were not adjusted due to their low relevance to the Company’s total assets. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 35 of 59

10 July 2018 6 Exhibits Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix Exhibit 5 – Valuation: Tangible Assets 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio Footnotes: Class NBV1 Adjusts Market Value [1] The Netbook Value (NBV) was included for illustrative Real Property purposes only and reconciles with the amount reported in the balance sheet and in the Fixed Assets register list Buildings and improvements 1.667.610 923.759 2.591.369 was provided by Suzano, on the valuation date March, Land 42.068 165.262 207.330 31st. Subtotal 1.709.678 1.089.021 2.798.699 [2] The class of Rural Improvements includes all improvements related to the farms owned by Suzano. Agricultural Properties [3] The class of third parties improvements contemplates Land 4.470.817 609.518 5.080.653 the improvements made by Suzano outside farm areas, Rural Improvements2 79.131 (68) 79.063 for example improvements made in nearby cities 3 (college, health center, etc). Third Party Improvements 64.031 (64.031)—[4] Refers to the fixed assets register of Facepa and PCH Subtotal 4.613.979 545.419 5.159.716 Mucuri, companies acquired in 2018. The market value Personal Property of these assets was based on amounts provided by Management as preliminary market values tobe Machinery and Equipment 8.954.762 4.258.224 13.212.986 allocated in the PPA process of these Acquisitions. Tractors 105.934 66.005 171.939 [5] Excluded items refer to intangible assets, items with Installation 63.689 114.105 177.794 costs less than zero, inventory of raw materials and differences related to taxes, and / or accounting Vehicles 46.302 41.563 87.865 reconciliation. Computer Equipment 15.557 3.610 19.167 NBV: Netbook Value Furniture & fixtures 15.179 9.692 24.870 Agricultural Equipment 6.149 6.447 12.596 Subtotal 9.207.571 4.499.646 13.707.217 Other costs Construction in progress 550.747—550.747 Work of art 68—68 Subtotal 550.815—550.815 Facepa and PCH Mucuri4 279.430 (48.559) 230.871 Excluded5 54.076 (54.076)—Total 16.415.548 6.031.451 22.447.317 The information about the classes listed above, assumptions and methodologies used can be found in Appendix B, C, D, E and F of this report. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 36 of 59

10 July 2018 6 Exhibits Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Exhibit 5 – Valuation: Deferred Taxes 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Deferred taxes (in BRL millions) Recomendation of value As of the base date and based on the parameters and assumptions Book Value (March 31, 2018) 1.857 mentioned above, our recommendation for the fair value of deferred taxes is Fair value adjustment (810) BRL 1.047 millions, generating a reduction of BRL 810 million Fair value of deferred taxes 1.047 Main assumptions: The composition of the Deferred Taxes account is shown to the side. The management of Suzano made available the expectation of realization of the credits related to tax losses and the negative basis of social contribution and temporary differences, based on projections of future taxable income, as shown below For the measurement of the fair value of these credits, the estimated amount was brought to present value, by means of the average Selic rate expected for the same period. For deferred liabilities: The tax benefit of unamortized goodwill has been written off in light of the nature of the liability and its non-realization in the context of the assessment; The attributed cost adjustment and the accelerated depreciation incentive were measured at fair value considering the annual realization amount through the average depreciation of the machines and equipment, brought to present value through the average of the expected Selic rate, for the estimated remaining life period of 10.5 years and 12.5 years, respectively. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 37 of 59

10 July 2018 6 Exhibits Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Exhibit 6 – Valuation: Provision for Contingencies 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder Possible Contingent Liabilities* (in BRL millions) Fiscal contingencies 1.046 1.046 Civil contingencies 17 17 Contingencies with workers 102 102 % probability of possible actions 10.0% 50.0% Fair value of contingent liabilities (rounded) 116 582 (*) Amounts disclosed in the financial statements as of December 31, 2017. In the statements for Q1 2018, the Management reports that there were no material changes in the lawsuits in progress. Main assumption: As discussed with the Administration, the contingent liabilities were valued at fair value for purposes of the work performed. The Company accounts for the full amount of the lawsuits considered as probable loss by its lawyers. We have maintained this criterion. The Company is a party to the tax liability in cases where the likelihood of loss is considered possible (with a probability of loss estimated by the lawyers between 10% and 49%), in the total amount of R $ 1,165 million, for which there is no provision made. For these causes the criterion of recognition of 10% of the par value of the shares was adopted. Since the contingencies with probability of loss considered remote are not disclosed by the Company, no value was assigned to them. Recommendation of value Our recommendation for the fair value of possible contingent liabilities is BRL 116 million. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 38 of 59

7 Appendix Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 39 of 59

10 July 2018 7 Appendix Dashboard 6 Exhibits 1 Executive Summary 7 Appendix a. General Declaration of Limitations 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder 1. Our analysis is based on information provided by the Company’s management. According to the professional practices, the analysis is derived from the application of the Income Approach using the Discounted Cash Flow methodology. 2. In order to achieve the objective of the Valuation of Shareholder’s Equity at Market Price of Suzano, procedures were always applied based on historical, economic and market facts in force on March 31, 2018. 3. The comments presented in this Report were developed by professionals of the EY with information provided by the Administration, as well as external Sources, when indicated. 4. None of the partners or professionals of the EY team who participated in the elaboration of this work have any financial interest in Suzano, characterizing their independence. The estimated fees for the execution of this work were not based and have no relation with the results reported here. 5. This work was developed based on information provided by the Company’s management, which were considered true, since any type of audit procedure is not part of the scope of this project. Because it has not performed audit procedures, EY can not assume responsibility for the historical information used in this Report. 6. It was part of our work to obtain information with Suzano that we believe to be reliable, being the responsibility for its truthfulness exclusively of the Company’s management. 7. No investigations have been carried out on Suzano’s title deeds, nor any verification of the existence of liens or encumbrances; 8. EY has no responsibility to update this Award for events and circumstances occurring after the base date. 9. Our work does not contemplate any process of auditing, due diligence and / or tax advice and, therefore, we do not consider in this Valuation any contingencies that are not registered by Suzano at the base date. 10. It was not part of our job to provide spreadsheets and / or financial models that supported our analysis. 11. The value per quota was not calculated, nor was any control premium considered in Valuation. Therefore, it was considered that Suzano’s estimate of fair value / investment represents 100% of its shares. 12. We have not had the opportunity to expose Suzano’s business or assets individually or jointly to the market. As a result, we could not conclude whether there are potential buyers who wish to pay a fee for the deal that exceeds our estimate. 13. This Award has been prepared for the purpose described in our agreement, and should not be used for any other purpose. EY will not assume any responsibility for any third party nor in case the Award is used outside the stated purpose. 14. Some historical financial information used in our Valuation was derived from audited and / or unaudited financial statements and is the responsibility of Management. The financial statements may include disclosures required by generally accepted accounting principles. We do not perform an independent verification of the accuracy or completeness of the data provided and we do not give our opinion or any kind of guarantee as to its accuracy or completeness. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 40 of 59

10 July 2018 7 Appendix Dashboard 6 Exhibits 1 Executive Summary 7 Appendix a. General Declaration of Limitations 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... 15. We do not assume any responsibility for any accounting or fiscal decisions, which are the responsibility of the Administration. We understand that the Management assumes responsibility for any accounting or tax matters related to the assets we analyze, and for the final use of our Report. 16. Any user of this Report must be aware of the conditions that guided this work, as well as the market and economic situations in Brazil, on the Valuation base date. 17. According to our agreement, prior to the issuance of the Final Report, Suzano will send us a signed representation letter, confirming that it agrees with EY regarding the main assumptions adopted in the Valuation analyzes of the Company. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 41 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix b. Personal Property 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio Personal Property The valuation of the personal property was performed following the standards promulgated by ABNT – Brazilian Association of Technical Standards, NBR 14.653 on its parts: 1 – Procedimentos Gerais – General Procedures; 5 – Máquinas, equipamentos, instalações e bens industriais em geral – Machinery, equipment, installation and general industrial assets; Valuation methodology selection and analysis We considered the cost approach and the methods that comprise this approaches. For the valuation of the personal property, the income approach was considered to be inappropriate and was not applied because individual income streams could not be allocated reasonably and effectively to each of the individual assets. Application of the cost approach Using this method we consider the value associated with installation, freight, engineering and nationalization, when applicable. In applying the cost approach, we first determined current replacement or reproduction cost (RCN) estimates for the assets by the direct and indirect methods, respectively. Estimates of RCN, by definition, include both direct and indirect costs associated with each asset including materials or equipment, freight, installation and commissioning labor. Calculation of the RCN under the direct method The initial step in our cost approach analysis was to develop a complete RCN estimate for the pulp production line, included in the scope of our analysis based on the technical data of equipment and production capacity metrics. Specifically for the pulp production lines, we developed a RCN based on contacting suppliers in order to obtain a turn key estimative, including all engineering, foundation and installation costs. This kind of estimative consists in obtain all the costs related to all machineries, installations, civil construction and all assets used to start a pulp production. As for the paper production lines, we obtained a RCN estimative trough external research, our internal databases, information contained in the assets list, data gathered during our site inspection and detailed information supplied in response to our request forms, also considering engineering, foundation, freight and installations costs, when applicable. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 42 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix b. Personal Property 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio Calculation of the reproduction cost new under the indirect method We have applied the indirect method of the cost approach to valuate the assets that were not valuated by the direct method of the cost approach. Under this method, the reproduction cost new (RCN) for each asset or group of assets was estimated by indexing historical costs recorded in the assets list based on asset type and acquisition date. These costs generally included the base cost of the asset, any additional considerations regarding freight, duty, local delivery, installation and commissioning and indirect costs such as engineering, procurement, construction management and borrowing costs as appropriate and applicable. The price adjustment/index factors used in our analysis were derived from inflation and monetary indices published by Getúlio Vargas Foundation for Brazil trends purposes and inflation. Physical deterioration and obsolescence As some of the assets have been in use over varying periods of time, it is reasonable to assume that an asset’s market value is something less than its replacement or reproduction cost new. Therefore, allowances were made to consider physical deterioration as well as functional and economic obsolescence, as they might apply. Physical deterioration Our estimation of physical deterioration was primarily conducted under the age/life concept. Under this concept, the physical loss in value is attributed to the relationship between the estimated useful life of an asset and its remaining useful life at a given point in time. The key definitions in this regard are as follows: â–º Normal useful life (NUL) – The life, usually in terms of years, that an asset will be used before it deteriorates to an unusable condition or is retired from service. â–º Chronological age (CA) – The portion of an asset’s life elapsed since it was originally placed into service. â–º Effective age (EA) – The age of an asset indicated by its actual condition, which may or may be not equal to the CA. â–º Remaining useful life (RUL) – The period over which an asset will remain in use before it is retired from service; The NUL estimations used in the valuation of the personal property were based on discussions with the respective engineering personnel of Suzano, our physical inspections, various published sources, and our experience valuing similar assets. Different physical deterioration profiles are known and widely used in practice that operate under the basic concepts outlined previously. In the cost approach analysis, we utilized the following physical deterioration curves: â–º Straight-line depreciation profile—A linear consumption of utility of an asset over its useful life Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 43 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix b. Personal Property 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio â–º Iowa-type survivor curves – Derived to measure the economic utility of an asset in relation to its economic life and consider allowances to accruing costs of routine maintenance and general upkeep of the assets. The Iowa curve method is based on a study and research conducted by Iowa State University. This method uses an age-life concept which measures the physical loss in value attributed to a reduction in the quality of a given type of asset remaining in service or use over a given period of time. The period of time is measured from the point at which the unit is first put into use until it is removed from service. In addition, as a consequence of wear and tear, an asset is increasingly more costly to operate over time and accruing maintenance costs result in a decrease in the overall utility of a given asset. In relation to the assets valuation, we considered the useful life, depreciation method and residual factor indicated in the following table: Depreciation Class NUL (Years) Hold Factor method Machinery and Equipment 20 Iowa (R2) 10% Agricultural Equipment 14 Iowa (R2) 10% Installations 18 Iowa (R2) 10% Tractors 10 Linear 10% Vehicles 10 Linear 30% Computer Equipment 5 Linear 3% Furniture and Fixtures 10 Linear 5% Functional obsolescence Functional obsolescence can be attributable to excess capital or operating costs associated with an asset or group of assets. Excess capital cost, which is the difference between reproduction and replacement cost, measures the decreased capital investment needed by a replacement asset to produce the same or similar output or product as that of the subject asset. This form of obsolescence is observable in newer technologies and construction costs that are typically less expensive than the current assets. Excess operating costs are based on the assumption that it is less expensive to operate and maintain replacement assets than to utilize the assets currently owned. Economic obsolescence Economic obsolescence is the loss in value caused by adverse conditions external to the assets, such as poor market demand for the product or service, industrial reorientation, unavailability of transportation and governmental regulation. Based on our analysis of historical production installed capacities we have not identified any additional economic obsolescence and as such have not made any further adjustments to the personal property with regard to economic obsolescence. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 44 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix c. Real Property and Agricultural Properties 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio Real Property The methods and procedures used to perform this engagement were based on the principles and guidelines established in the Brazilian standards published by ABNT—Brazilian Association of Technical Standards, NBR 14.653 in its parts: 1 – Procedimentos Gerais – General Procedures; 2 – Imóveis Urbanos – Urban Real Property; and 3 – Imóveis Rurais – Rural Real Property. According to these regulations, real estate properties can be evaluated based on the income approach method, involutive method, cost approach and the market approach methods, and also by the combination of the last two methods linked to a factor of commercialization. While all of these methods can be considered in the assessment, the type of the assets and the availability of data and information will dictate which method -or methods—will be used to estimate the market value of each asset. Market Approach This methodology is used when there is an active market of real estate properties in the region of the evaluated property and also the possibility of obtaining comparatives with characteristics that are similar to that one. Moreover, this method captures the loss of value of the asset from all the forms of depreciation inherent in it. Specifically in the case of real estate properties, an analysis is made in the real estate market of the region on recent sales or current offers of similar properties (comparative) to the real estate included in the present work. The comparatives obtained from the market are provided by a wide variety of sources, such as: property owners, real estate brokers, real estate agents and / or through public consultation sources. These assumptions are considered as “good and valid”. So, this method identifies the market value of an asset trough the technical treatment of attributes of the comparable elements constituents of the sample. In the market approach method by treatment by factors, the homogenization of the comparative sample is performed through factors and criteria for adjusting the differences between the property included in the analysis and the comparative ones, with the subsequent statistical analysis of the homogenized results. The choice of factors to be treated must be made so that they can be identified and analyzed in what way they influence the formation of real estate values. The treatment by factors is applied preferentially in homogeneous samples, that is, with characteristics that are closest possible to the property being evaluated. The adjustment factors were applied in order to consider the difference between the comparatives and the assets analyzed as detailed in the next page: Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 45 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix c. Real Property and Agricultural Properties 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio REAL PROPERTIES / RURAL PROPERTIES (RAW LANDS*) Area Factor Refers to the influence that different dimensions of a land can reflect in the price of a comparable and subject property. It is related to comparable’ s data source (market offer, realized sale or Offer broker’s opinion of value). For comparables which are being offered in the Sale / Offer market, a discount is applied on the price due to the elasticity of negotiation often observed in the market. Brazilian Appraisal standard Sale recommend a discount of 10% applied to the listed price. 3 km from the center 6 km from the center Adjustments based on the property quality of access. Access Factor 8 km from the center 10 km from the center Great Adjustments based on the value range of properties due to its proximity to Good Location Factor the city, industrial centers and proximity to highways. In our research we considered the river. Regular Bad Flat Declivity up to 5% Topography Factor It is based on the topography, when there is a difference between the Declivity from 5 a 10% Real Property subject property and the comparable. Declivity from 10 a 20% Declivity over 20% Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 46 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix c. Real Property and Agricultural Properties 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio ... REAL PROPERTIES / AGRICULTURAL PROPERTIES (LAND*) Real Estate Development Commercial / Mixed Weighting referring to the region and zoning of the city in which the Vocation Factor comparatives and the property evaluating is inserted. Industrial Urban Expansion Typology of the cultivation on the property related Agriculture to the profitability of the agricultural product. In Reforestation Occupation of Soil Factor this factor, the occupation of legal reserve areas determined by law were also Pastures considered. Native Forests or Reservation Very Clay Refers to the granularity and agglomeration Clay Soil Texture Factor of soil constituent particles present in the Average region of analysis. Siltoso Sandy Flat Refers to the valuation or devaluation of the Slightly Wavy Topography Factor terrain with elevation or depression, or Agricultural Property slope. Wavy Very Wavy Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 47 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix c. Real Property and Agricultural Properties 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio ... REAL PROPERTIES / AGRICULTURAL PROPERTIES (LAND*) Paved road with double lane Paved road with single lane Discrepancies regarding the quality of access Access Factor routes and, consequently, logistics are Rural road in good conditions rectified by the application of this Factor Rural road in bad conditions on rainy season Rural road in bad conditions High rainfall index Water Factor Regional rainfall distribution. Average rainfall index Low rainfall index *The analysis were based on the raw land concept. Thus, the farms scope of this valuation werer considered without any structures (as buildings and improvements) and any biological assets. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 48 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix c. Real Property and Agricultural Properties 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio ... Cost Approach In applying the cost method, the estimation of the substitution value or replacement or reproduction cost of the assets (RCN) using the direct or indirect methods is first determined. For the determination of the RCN of the buildings and improvements in the industrial sites the direct method was used and the indirect method for the buildings and improvements in the other localities. Calculation of the RCN under the direct method This method identifies the replacement cost new (RCN) of the buildings and Improvements by synthetic or analytical budgets from the quantities of services and its direct and indirect costs. We used the Cost Approach to estimate the fair value of buildings and improvements. The unitary costs were obtained from public sources such as Sinduscon, construction magazine PINI and SINAPI (Sistema Nacional de Pesquisa de Custos e Índices da Construção Civil). The initial step is to develop an estimate of RCN of each building and improvement through one or more unit costs, according to the procedure: â–º Basic Unit Cost (“Custo Unitário Básico – CUB”) R8N published by Sinduscon: the main indicator of the real estate sector, the Basic Unit Cost is calculated monthly by the Real Estate Industry Unions of each state. â–º PINI Building Cost (“Custo PINI de Edificação – CUPE”) published by PINI Magazine : Study of unit cost of buildings by PINI Magazine. â–º Unit costs published by SINAPI and PINI: where applicable, unit costs of materials and / or labor were used in the estimation of the RCN of improvements such as paving, railways or maritime ports, for example. For unitary costs published by Sinduscon, called CUB (“Custo Unitário Básico”), we performed adjustments according to the building type and construction characteristics, according to studies prepared by IBAPE São Paulo. The unit costs used refer to the valuation date of the work or to the date closest to it (if not disclosed for valuation date). BDI costs (percentage of benefits and indirect costs related to the direct cost of a construction or improvement), when applicable, were also included in the percentage of 25%. After the estimate of the RCN, the fair value is determined by applying a depreciation rate calculated, in general, according to the age and useful life of the asset. We have considered a normal useful life of buildings based on the Useful Life Study conducted by IBAPE. Calculation of the reproduction cost new under the indirect method We used the indirect cost method to evaluate assets that were not covered by the direct cost method. Under the indirect cost method, the new reproduction cost for each asset or group of assets was estimated by updating historical costs recorded in the accounting list of fixed assets, considering the type of asset, date of acquisition and the respective economic indexes . The adjustment factors / price index used in our analysis were obtained through the basic unit cost (CUB) variation for each state. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 49 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix c. Real Property and Agricultural Properties 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio ... Physical deterioration and obsolescence Our estimation of physical deterioration was primarily conducted under the age/life concept. Under this concept, the physical loss in value is attributed to the relation between the estimated useful life of an asset and its remaining useful life at a given point in time. The key definitions in this regard are as follows: â–º Normal useful life (NUL) – The life, usually in terms of years, that an asset will be used before it deteriorates to an unusable condition or is retired from service. â–º Chronological age (CA) – The portion of an asset’s life elapsed since it was originally placed into service. â–º Effective age (EA) – The age of an asset indicated by its actual condition, which may or may be not equal to the CA. â–º Conservation – “situation of the physical characteristics of a property, at a certain moment, as a result of its use and the maintenance to which it was submitted. “ â–º . Remaining useful life (RUL) – The period over which an asset will remain in use before it is retired from service; Different physical deterioration profiles are known and widely used in practice that operate under the basic concepts outlined previously. In the Cost Approach analysis, we normally adopt the following physical deterioration profiles: â–º Straight-line depreciation profile—A linear consumption of utility of an asset over its useful life; â–º Ross-Heidecke—considers the maintenance conditions, the actual age and the useful life of the constructions. The methodology applied to estimate the physical deterioration of the buildings and improvements was the Ross-Heidecke method for the ones that the actual age was determined, and the Straight-line for those that the apparent age was considered. Functional Obsolescence Functional obsolescence can be attributable to excess capital or operating costs associated with an asset or group of assets. Economic obsolescence is the loss in value caused by adverse conditions external to the assets, such as poor market demand for the product or service, industrial reorientation, unavailability of transportation and governmental regulation. The methodology applied to estimate the physical deterioration of the buildings and improvements was the Ross-Heidecke method for the ones that the actual age was determined, and the Straight-line for those that the apparent age was considered. Based on our analysis and site inspections, we have not identified any additional economic and functional obsolescence, therefore, we have not made any further adjustments to the real property about these depreciations. * The details of the analysis such as the homogenization and building and improvements valuation are in an Excel file, integrant part of this report. . Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 50 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix d. Personal Properties Assumptions 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio â–º The valuation of Personal Properties included all the assets presented in the following classes: machinery and equipment, agricultural equipment, furniture and utensils, computer equipment, facilities and tools. â–º The Valuation date is: 03/31/2018 â–º The evaluation was carried out following according to the norms promulgated by NBR 14.653 in its part 5 – Capital Equipament e also by IBAPE (Brazilian Institute of Engineering and Technical Inspection). â–º Valuation Procedures: In order to properly evaluate personal property assets, we have established a work plan that included the following items and procedures : • Sample technical inspection ; • Conference calls, meetings and e-mail exchanges; • Research to estimate replacement cost; • Selection of evaluation methodology and analysis; • Discussion and review of results; • Elaboration and emission of the final report â–º Site Inspection: We conducted site inspection at the Suzano unit from May 21 to 24, 2018, at the Limeira plant on May 24 and 25, 2018 and at the Mucuri unit from June 04 to June 06, 2018. During inspections, we consulted those responsible for the respective units, in order to understand procedures related to the production of pulp as well as technical specifications related to the personal properties, their maintenance policies and possible obsolescence. â–º Conference Calls, meetings and e-mails exchanges We consulted Management and Engineering to gather the necessary information in order to carry out the evaluation of personal properties, including meetings, conference calls and e-mail exchanges with those responsible for the respective areas involved in the construction and acquisition of new equipment in order to understand processes, discuss the replacement costs and request technical data of the sites that were not inspected, among others. â–º Estimative of the Replacement cost In the course of our valuation, we contacted suppliers of equipment as well as our internal databases on personal property. During these conversations, we discussed current market demand for asset types under evaluation, as well as estimates of replacement cost value for new equipment and market value for refurbished or used equipment. We have also researched a number of publicly available sources of information on cost trends, useful lives and technological changes in the industries in which the assets operate. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 51 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix e. Real Estate Properties Assumptions | Urban Properties 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio ... â–º The evaluation of urban real estate included the Suzano’s industrial sites located in the cities of Suzano and Limeira, in São Paulo, Mucuri, in Bahia, and Imperatriz, in Maranhão. â–º The Valuation date is : 03/31/2018. â–º The evaluation was carried out following according to the norms promulgated by NBR 14.653 in its part 2—Urban Real Estate and by IBAPE (Brazilian Institute of Engineering and Technical Inspection). â–º Valuation Procedures: In order to properly evaluate real estate assets, we have established a work plan that included the following items and procedures : • Sample technical inspection ; • Conference calls, meetings and e-mail exchanges; • Research to estimate replacement cost; • Selection of evaluation methodology and analysis; • Discussion and review of results; • Elaboration and emission of the final report â–º Site Inspection: We conducted site inspection at the Suzano unit from May 21 to 24, 2018, at the Limeira plant on May 24 and 25, 2018 and at the Mucuri unit from June 04 to June 06, 2018. During inspections, we consulted those responsible for the respective units, and discussed the perceived changes that could impact on the use of the property in addition to discussing points such as constructive type, age, observed physical condition, current use and future utility. â–º Conference Calls, meetings and e-mails exchanges We consulted Management and Engineering to gather the necessary information in order to carry out the evaluation of real estate, including meetings, conference calls and e-mail exchanges with those responsible for the respective areas involved in the construction and renovation of the units, in order to understand the constructive pattern of assets; request technical data, such as footage of the units, construction projects, etc., and understand the maintenance policies and related reforms of the units. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 52 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix e. Real Estate Properties Assumptions | Urban Properties 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio â–º Selection and analysis of the evaluation methodology In the context of the valuation of urban properties, the market approach combined with the cost approach method was based on the provision that the property value is significantly associated with its physical characteristics, and that it would pay no more for the installation than the cost to build a similar facility on the market current in a similar property. In this approach, the value of the land was estimated using the market approach method. The resulting value of the land is added, when applicable, to the market value of buildings and improvements (calculated by cost approach method) to reach the total market value of the property. Thus, for the market approach method, adjustment factors were applied in order to consider the difference between the comparatives and the assets analyzed. The tables below illustrate the attributes applied: Offer /Sale Factor Topography Factor Transaction 1,00 Flat 1,00 Opinion 1,00 Declivity up to 5% 0,95 Offer 0,80 Declivity from 5 a 10% 0,90 Access Factor Declivity from 10 a 20% 0,80 Declivity over 20% 0,70 3 km from the center 1,00 6 km from the center 0,90 Vocation Factor 8 km from the center 0,80 Real Estate Development 1,10 10 km from the center 0,70 Commercial / Mixed 0,90 Industrial 0,80 Location Factor Great 1,00 Urban Expansion 0,70 Good 0,90 Regular 0,80 Bad 0,70 Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 53 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix e. Real Estate Properties Assumptions | Urban Properties 2 Macroeconomia 3 Análise do Setor 4 A Empresa e a Transação 5 Avaliação do Patrimônio ... Suzano Limeira The city of Suzano is located in the metropolitan region of São Paulo, 50 km The site of Limeira is located 30 km from the urban center of the municipality, far from the capital’s central region. already on the border with the municipality of Americana. Suzano has a population of 262,480 inhabitants (IBGE-2015). The Mario Limeira has a population of 300,911 inhabitants (IBGE-2017) and is located Covas Rodoanel (SP-021) and the SP-066 highway, which connects Poá and 50 km from the city of Campinas and 140 km from the capital. Mogi das Cruzes are the main roads of the municipality. Both the Anhanguera Highway (SP-330) and the Bandeirantes Highway (SP-Seat of the first unit of the plant, the property is located next to the border with 348) touch the municipality, these being the main connecting roads between the municipality of Mogi das Cruzes, in the neighborhood Vila Monte Sion. the interior and the capital. It is a predominantly residential area, without the presence of other industries On the other side of the Piracicaba River is the industrial zone of the in the region or consolidated industrial center. The region is also located in the municipality of Americana, already nearer its urban center. This industrial Várzea area of the Tietê river, which contains the existence of Environmental district has already been consolidated and with the presence of several Protection Areas and with zoning restrictions. industries, besides the existence of industrial lots and areas available for its expansion. Mucuri Imperatriz The city of Mucuri is located in the south region of Bahia, near the border with Imperatriz is a city which has regional influence over the south of Maranhão, Espírito Santo state, and about 90 km far from Teixeira de Freitas city. The the northern region of Tocantins, and also the southeast of the state of Pará. main road of the city is BR-101 Road, which crosses the state of Bahia. The The city has a population of 253,873 inhabitants (IBGE-2016). city has 42,072 inhabitants (IBGE-2017). The Rice Road connects the industrial plant to the center of Imperatriz and The Mucuri site is located in the rural area of the city, next to BR – 101 Road BR – 010 Road, the main highway in the region. access, and 35 km far from the urban center of Mucuri. As in Mucuri, the Suzano unit is located in the rural area of Imperatriz, making The region which has an economy mainly focused on the rural and tourist it the most representative industrial unit in the region since there is no other sector has the plant unit as an isolated industrial center in the region consolidated industrial center. However, this site in combination with other promoting influence in cities of Bahia and also northern Espírito Santo. isolated industrial units near the city of Imperatriz represent the second largest economy in the state. * We highlight that the land located in Mucuri-BA and Imperatriz-MA were considered as rural land and, therefore, the estimate of market value followed the guidelines described in Appendix F—Real Estate Specific Assumptions | Rural (Land).). Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 54 of 59

10 July 2018 7 Appendix Dashboard 6 Exhibits 1 Executive Summary 7 Appendix f. Specific Assumptions for Real Estate | Rural (land) 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the 5 Valuation of Shareholder â–º The rural properties belonging to Suzano are located in the States of São Paulo, Bahia, Espírito Santo, Minas Gerias, Piauí and Maranhão, Pará and Tocantins. â–º The evaluation was carried out at the cluster level, for the base date 03/31/2018, considering the areas (ha) and the agronomic characteristics of each property, sent by the Administration, and the regional particularities through the market research that we carry out. â–º The clusters were determined following a pattern of maximum distance in kilometers per State. After this first grouping, the resulting groups were subdivided by the distance between the matrices, through the computational methodology “K-means”. In this methodology, a group of N samples is divided into K groups, where each sample is separated so as to maintain the lowest average distance possible in all clusters. Define the number K of groups so that it is the smallest possible value so that the maximum distance of all groups obeys the maximum allowed distance determined based on the State. State Abrev. Radius (Km) Maranhão MA 100 São Paulo SP 30 Espírito Santo ES 50 Minas Gerais MG 50 Bahia BA 100 Piauí PI 100 Tocantins TO 100 Pará PA 100 Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 55 of 59

10 July 2018 7 Appendix Dashboard 6 Anexos 1 Sumário Executivo 7 Appendix f. Real Estate Properties Assumptions | Agricultural Properties 2 Macroeconomia 3 Análise do Setor (Lands) 4 A Empresa e a Transação 5 Avaliação do Patrimônio ... â–º As previously mentioned, adjustment factors were applied in order to consider the difference between the comparatives and the analyzed clusters. The grades attributed to each of the factors are shown below: Offer /Sale Factor Topography Factor Transaction 1,00 Flat 1,00 Opinion 1,00 Slightly Wavy 0,90 Offer 0,80 Wavy 0,80 Very Wavy 0,70 Occupation of Soil Factor [a] Agriculture 1,00 Access Factor Reforestation 0,90 Paved road with double lane 1,00 Pastures 0,80 Paved road with single lane 0,90 Native Forests or Reservation 0,70 Rural road in good conditions 0,80 Rural road in bad conditions on rainy season 0,70 Rural road in bad conditions 0,60 Soil Texture Factor Very Clay 1,00 Clay 0,90 Water Factor Average 0,80 High rainfall index 1,00 Siltoso 0,70 Average rainfall index 0,90 Sandy 0,60 Low rainfall index 0,80 [a] For Maranhão region, the factor considered for Occupation of Soil in Pastures was 0.85, since market research indicated that there were no significant difference between the values of the reforestation areas or the pasture areas in this region. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 56 of 59

10 July 2018 7 Appendix Dashboard 6 Exhibits 1 Executive Summary 7 Appendix f. Specific Assumptions for Real Estate | Rural (land) 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Region: Maranhão Region: São Paulo Topography: the region presents flat topography to slightly undulated in the Topography: the region presents flat topography to slightly undulated in the producing regions, very favorable for agriculture. producing regions, very favorable for agriculture. Climate: The average annual rainfall is 1000 to 1500 mm and the average Climate: The average annual rainfall is 1340 mm and the average annual annual temperature is 26.0 ° C. temperature is 18.5 ° C. Vegetation: Maranhão has three types of vegetation, being Amazonian forest, Vegetation: The state of São Paulo is inserted in the Cerrado and Atlantic fields and cerrado. Forest biomes. Soil Classes: The main soil class in the producing regions of Maranhão are Soil Classes: The main soil class in the producing regions of São Paulo are Yellow Latossolo and Yellow Red Argisol. Red Latosol, Red Yellow Latosol, Red Argisol and Red Yellow Argisol. Clusters: from C SP 1 to C SP 21. Clusters: from C MA 1 to C MA 14. Region: Espírito Santo Region: Minas Gerais Topography: the region presents a slightly wavy to wavy topography in the Topography: the region presents a slightly undulated topography in the producing regions. producing regions. Climate: The average annual rainfall varies from 750 to 1800 mm and the Climate: The average annual rainfall is 620 mm and the average annual average annual temperature is 22.0 ° C. temperature is 22.0 ° C. Vegetation: Minas Gerais has two predominant cerrado vegetation and Vegetation: the Holy Spirit is in its totality in the Atlantic Forest biome. Atlantic forest Soil Classes: The main soil class in the producing regions of Espírito Santo Soil Classes: The main soil class in the producing regions of Minas Gerais are are Yellow Argissolo, Yellow Red Argissolo, Yellow Red Latosol, and Hapless Red Argissol, Red Argissol, Red Latosol, Red Latosol, and Hapoly Cambisol. Cambisol. Clusters: from C MG 1 to C MG 3. Clusters: from C ES 1 to C ES 6. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 57 of 59

10 July 2018 7 Appendix Dashboard 6 Exhibits 1 Executive Summary 7 Appendix f. Specific Assumptions for Real Estate | Rural (land) 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Region: Bahia Region: Piauí Topography: the region presents flat topography to slightly undulated in the Topography: the region presents flat topography to slightly undulated in the producing regions, very favorable for agriculture. producing regions, very favorable for agriculture. Climate: The average annual rainfall is 846 mm and the average annual Climate: The average annual rainfall is 950 mm and the average annual temperature is 27.8 ° C. temperature is 26.0 ° C. Vegetation: Bahia has three types of vegetation, being swamp, rainforest and Vegetation: Piauí has four types of vegetation, being caatinga, forest, forest of closed forest. cocais and cerrado. Soil Classes: The main soil class in the producing regions of Bahia are Yellow Soil classes: the main soil class in the producing regions of Piauí are Yellow Latosol and Yellow Red Latosol. Latosol, Yellow Red Argisol and Quartzarenic Neosol. Clusters: from C BA 1 to C BA 3. Cluster: from C PI 1 to C PI 2. Region: Tocantins Region: Pará Topography: the region presents flat topography to slightly undulated in the Topography: the region presents flat topography to slightly undulating in the producing regions, very favorable for agriculture. producing regions, favorable for agriculture. Climate: The average annual rainfall is 1600 mm and the average annual Climate: The average annual rainfall is 2000 mm and the average annual temperature is 26.0 ° C. temperature is 25.0 ° C. Vegetation: Tocantins has three types of vegetation, being cerrado, field and Vegetation: Pará has four types of vegetation, being mangroves, fields, equatorial forest. cerrado and Amazonian forest. Soil Classes: The main soil class in the producing regions of Tocantins are Soil Classes: The main soil class in the producing regions of Pará are Yellow-red-yellow Argisol, Red Latosol, Yellow Red Latosol, and Quartzarenic red Argissolo, Yellow Latosol and Yellow Red Latosol. Neosol. Cluster: C PA 1. Cluster: from C TO 1 TO C TO 2. Suzano Papel e Celulose S.A.: Valuation of Shareholder’s Equity at Market price of Suzano Papel e Celulose S.A., as of March 31, 2018 | Page 58 of 59

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Suzano Papel e Celulose S.A. Valuation of Shareholders’ Equity at the market price of Fibria Celulose S.A., on the base date of March 31, 2018. 10 July 2018

 

10 July 2018 Suzano Papel e Celulose S.A. July 10, 2018 A/C: Daniel Nascimento Av. Brigadeiro Faria Lima, 1355—8 andar São Paulo – SP, Brasil 01452-919 Ernst & Young Assessoria Valuation of Shareholder’s Equity at Market Prices of Fibria Celulose S.A. Empresarial Ltda. As requested by you, Ernst & Young Assessoria Empresarial Ltda. (“EY”) presents the appraisal report of the Av. Presidente Juscelino Kubitschek, 1909 Shareholders’ Equity at market prices of Fibria Celulose S.A. (“Fibria” or “Company”), as of March 31, 2018 (“base Torre Norte—10º andar date”). 04543-011 – São Paulo – SP Telefone: +55 11 2573-3000 We understand that Suzano Papel e Celulose SA (“Suzano”) will use this report only as support for calculating the www.ey.com.br replacement ratio of shares of Eucalipto Holding SA (“Eucalipto”) for Suzano shares, as provided for in article 264 of Law 6404 / 76, (“S.A. Law”), in the context of the combination transaction of the operations of the companies (“Transaction”). Eucalipto is a subsidiary of Suzano, which as of the reference date had only the cash assets in the amount of R $ 200.00 (two hundred reais), which will be used in the corporate reorganization to enable the Transaction. As part of the Transaction, Eucalipto will incorporate all of Fibria’s shares and will subsequently be merged into Suzano, with its consequent extinction. As anticipated in the Transaction, at the time of incorporation of Eucalipto by Suzano, Eucalipto is expected to hold only all the assets and liabilities previously belonging to Fibria. In this way, this Report will be used to subsidize the value of Shareholders’ Equity of the market prices of Eucalipto at the time of the merger. In this context, our estimate of value should not be considered as investment advice or recommendation or any transaction involving the Company’s capital, fairness, or used for financing / raising funds, as well as any other purpose except as described above . This Report contemplates the objective, scope, procedures and methodologies used, as well as the main assumptions involved in calculating Fibria’s estimate of Shareholders’ Equity at market prices. We emphasize that we did not investigate independently, nor was any audit process applied to the information provided by Fibria, notably the Balance Sheet of the base date. It should be noted that the closing of the Transaction depends, among other precedent conditions, on the prior approval by the Brazilian Defense Authorities (CADE) and other specific countries. In this context, until the close of the Transaction occurs, among other things, any exchange or sharing of competitively sensitive information between Fibria and Suzano is not permitted. In this way, it is worth noting that for this exercise, public information was primarily taken into account Suzano Papel e Celulose S.A.: Valuation of Shareholders’ Equity at the market price of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 2 de 65

 

10 July 2018 Suzano Papel e Celulose S.A. July 10, 2018 A/C: Daniel Nascimento Av. Brigadeiro Faria Lima, 1355—8 andar São Paulo – SP, Brasil 01452-919 Ernst & Young Assessoria Valuation of Shareholder’s Equity at Market Prices of Fibria Celulose S.A. Empresarial Ltda. We assume that both the management of Fibria and the management of Suzano have consistently analyzed the Av. Presidente Juscelino Kubitschek, 1909 factors presented herein and have not omitted any relevant information that could significantly impact the results of Torre Norte—10º andar our work. 04543-011 – São Paulo – SP Thank you for the opportunity to collaborate with Suzano. If you have any questions or require additional information, Telefone: +55 11 2573-3000 please contact Ms. Andrea Fuga or Ms. Roberta Tedesco at +55 (11) 2573 5639. www.ey.com.br Regards, ________________________ Andrea Fuga Partner of Valuation Executive Director of Valuation ulose S.A.: Valuation of Shareholders’ Equity at the market price of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 3 de 65

 

10 July 2018 Dashboard Dashboard 6 Exhibits 1 Executive Summary 7 Appendix Table of Contents 2 Macroeconomic Analysis 3 Sector Analysis 4 The Company and the ... 5 Valuation of Shareholder ... Dashboard Executive Macroeconomic Sector Analysis Summary Analysis 1 2 3 Page 5 Page 6 Page 9 Page 11 The Company Valuation of Exhibits Appendix and the ... Shareholder ... 4 5 6 7 Page 17 Page 22 Page 30 Page 41 Suzano Papel e Celulose S.A.: Valuation of Shareholders’ Equity at the market price of Fibria Celulose S.A., on the base date of March 31, 2018. | Page 4 de 65