Suzano Fibria Merger Agreement

The transaction gave birth today to one of the largest Brazilian companies SAO PAULO-Suzano, resulting from the merger between Suzano Pulp and Fibria. The company is already the world`s largest producer of eucalyptus and one of the largest paper producers in Latin America. The merger, announced in March 2018, has been subject to approval by all Brazilian and international regulators. The final phase of the transaction was completed today when Suzano Pulp-Paper paid $27.8 billion to the shareholders of Fibria, themselves shareholders of Suzano, the company`s new business name. In the meantime, the necessary measures for the stock exchange have been successfully completed. In December 2018, the company began negotiating the NYSE with U.S. deposit units (ADSs). Listing on the NYSE increases liquidity and improves visibility while increasing the value of the business abroad. Now, with the completion of the merger, Suzano has combined its shares with Fibria`s, and the new shares are traded under the symbol “ZUZ” on the Sao Paulo Stock Exchange (B3) and on the NYSE. The restructuring of the company involves a number of steps.

Each Fibria shareholder receives 0.4611 common shares of Suzano and R 52.50 per common share, adjusted in accordance with the merger agreement approved by the shareholders. The total amount payable at the closing of the transaction, january 14, will be announced to the market on January 10. The final stage of the merger was completed today, the result of a strategic effort in 2018. The agreement was approved by antitrust authorities in the United States, China, Turkey, Europe and Brazil. Suzano, the company that was merged between Suzano Pulp and Fibria, is taking office today. All other conditions of the merger between Suzano and Fibria are met. The transaction was fully approved by antitrust authorities in the United States (May 31), China (August 31) and Turkey (September 6). In Brazil, the agreement was also approved without restriction by the antitrust authority CADE (October 11) and the National Water Transportation Agency – ANTAQ (November 14). On 29 November, the Antitrust Authority in Europe also authorised the restructuring, subject to the early termination of the agreement on the wear of hardwood porridge between Fibria and Klabin S.A. Suzano Papel e Celulose, announces the signing of an agreement that will lead to the combination of assets and shares of Suzano and Fibria Celulose S.A. The transaction is concluded after approval by the general meetings of Suzano and Fibria as well as by the supervisory authorities of Suzano and Fibria , and compliance with conditions with a typical precedent for this type of transaction. At the end of the transaction, Suzano will be the largest Brazilian agricultural company and the fifth largest non-financial company in the country.

With the merger between Suzano and Fibria, Suzano begins a new path to the future. “We are very motivated by the challenge of continuing to reinvent ourselves to generate even more positive effects for society,” said Walter Schalka. The transaction will be completed in accordance with the plan announced on March 16, 2018, when the merger agreement was signed.