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    Minutes of The Meeting of The Board of Directors

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    FibriaRI
    The Board of Directors of FIBRIA CELULOSE S.A. met on December 11th, 2014 to approve several agenda items including the global remuneration of administrators for 2015, the company budget for 2015, a new risk matrix, and crisis management plan. They also approved a review of the genetically modified eucalyptus policy, renewal of guarantee insurance, increases to the debt funding plan, and creation of a new executive board position for technology and innovation.

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    Minutes of The Meeting of The Board of Directors

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    FibriaRI
    98 views3 pages
    The Board of Directors of FIBRIA CELULOSE S.A. met on December 11th, 2014 to approve several agenda items including the global remuneration of administrators for 2015, the company budget for 2015, a new risk matrix, and crisis management plan. They also approved a review of the genetically modified eucalyptus policy, renewal of guarantee insurance, increases to the debt funding plan, and creation of a new executive board position for technology and innovation.

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    Minutes of the Meeting of the Board of Directors

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    The Board of Directors of FIBRIA CELULOSE S.A. met on December 11th, 2014 to approve several agenda items including the global remuneration of administrators for 2015, the company budget for 2015, a new risk matrix, and crisis management plan. They also approved a review of the genetically modified eucalyptus policy, renewal of guarantee insurance, increases to the debt funding plan, and creation of a new executive board position for technology and innovation.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    98 views3 pages

    Minutes of The Meeting of The Board of Directors

    Uploaded by

    FibriaRI
    The Board of Directors of FIBRIA CELULOSE S.A. met on December 11th, 2014 to approve several agenda items including the global remuneration of administrators for 2015, the company budget for 2015, a new risk matrix, and crisis management plan. They also approved a review of the genetically modified eucalyptus policy, renewal of guarantee insurance, increases to the debt funding plan, and creation of a new executive board position for technology and innovation.

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    © All Rights Reserved
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    of 3

    FIBRIA CELULOSE S.A.

    National Directory of Legal Entities Registration [CNPJ/MF] number 60.643.228/0001-21


    Board of Trade Company Registration [NIRE] number 35.300.022.807
    (Publicly Traded Company)

    MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS


    HELD ON DECEMBER 11th, 2014
    Date, time and place: Meeting held on December 11th, 2014, at 9:00 a.m., at the registered
    office of the Company, at Rua Fidncio Ramos, no. 302, 4 andar, Torre B, Edifcio Vila
    Olmpia Corporate, District Vila Olmpia, in the City of So Paulo, State of So Paulo.
    Notice of Call: The members of the Board of Directors were duly convened according to the
    provisions set forth in the Item 6 of its Bylaws.
    Attendances: The Meeting relied on the attendance of all acting members of the Board of
    Directors of the Company: Mr. Jos Luciano Duarte Penido (Chairman of the Board of
    Directors); Mr. Alexandre Gonalves Silva; Mr. Carlos Augusto Lira Aguiar; Mr. Eduardo Rath
    Fingerl; Mr. Joo Carvalho de Miranda; Mr. Joo Henrique Batista de Souza Schmidt; Mr. Julio
    Cesar Maciel Ramundo; Mr. Marcos Barbosa Pinto; and Mr. Raul Calfat.
    Presiding Board:

    Mr. Jos Luciano Duarte Penido - Chairman.


    Mrs. Claudia Elisete Rockenbach Leal - Secretary.

    Agenda: According to the provisions set forth in the Article 17 of the Articles of Association: (i)
    to approve, according to recommendation made by the Staff and Remuneration Committee, the
    global remuneration of the Administrators of the Company for the fiscal year of 2015, to be
    recommended to the General Meeting; (ii) to approve the budget of the Company for the fiscal
    year of 2015; (iii) to approve the new risk matrix of the Company; (iv) to approve the review of
    the Policy on Genetically Modified Eucalyptus (GM Eucalyptus) of the Company; (v) to approve,
    according to recommendation made by the Finances Committee, the renewal of Guarantee
    Insurance for the administrative proceeding being processed by the Federal Justice of the
    Court Division of Braslia; (vi) ratify, according to recommendation made by the Finances
    Committee, the contracting of debt swap operations in 2014; (vii) to approve increase in the

    Debt Funding Plan by one hundred and fifty million American dollars (US$ 150,000,000.00),
    with settlement forecasted for the fiscal year of 2014; (viii) to approve the creation of new nonstatutory Executive Board and corresponding appointment of Mr. Fernando de Lellis Garcia
    Bertolucci to occupy the position; and (ix) to approve the Crises Management Plan of the
    Company.
    Decisions: After the issues set forth in the Agenda were examined and discussed, the
    attending Directors decided, by unanimous votes and without restrictions and/or exceptions:
    (i) To approve, according to recommendation made by the Staff and Remuneration Committee,
    the value of the global remuneration of the Administrators for the fiscal year of 2015, to be
    submitted to approval of the General Meeting.
    (ii) To approve the budget of the Company for the fiscal year of 2015.
    (iii) To approve the new corporate risk matrix of the Company.
    (iv) To approve the review of the Policy on Genetically Modified Eucalyptus (GM Eucalyptus) of
    the Company, according to the terms set forth in the Annex I of these Minutes.
    (v) To approve, according to recommendation made by the Finances Committee, the renewal
    of the Guarantee Insurance, issued by Swiss Re on September 3rd, 2013, amounting to one
    hundred and twenty-four million, one hundred and twenty-nine thousand, four hundred and
    sixty-seven Brazilian reais and eighty-eight cents [sic] (R$ 124,219,467.88 [sic]) at the rate of
    0.45% per year, as a guarantee of the Tax Foreclosure number 003268162.2012.4.03.6182,
    which is being processed by the Federal Tax Foreclosure Court of So Paulo.
    (vi) To ratify, according to recommendation made by the Finances Committee, the contracting
    of debt swap operation amounting to two hundred million dollars (US$ 200,000,000.00) from
    Bank of America on July 28th, 2014, and the contracting of debt swap operation amounting to
    approximately ninety-three million dollars (US$ 93,000,000.00) from JP Morgan on July 23rd,
    2014.
    (vii) To approve, according to recommendation made by the Finances Committee, increase in
    the Debt Funding Plan by one hundred and fifty million American dollars (US$ 150,000,000.00),
    with settlement forecasted for the fiscal year of 2014.

    (viii) To approve the creation of new non-statutory Technology and Innovation Executive Board,
    according to recommendation made by the Chief Executive Officer, Mr. Marcelo Castelli,
    authorized by the Staff and Remuneration Committee.
    (ix) To approve the appointment of Mr. Fernando de Lellis Garcia Bertolucci, Brazilian citizen,
    married, bearer of the Identity Card [RG] number M-3.431.408, issued by the Public Safety
    Department, State of Minas Gerais [SSP/MG], registered with the Brazilian Treasury
    Department as an Individual Taxpayer [CPF/MF] under number 563.952.646-72, resident and
    domiciled in the City of Aracruz, State of Esprito Santo, with business office established at
    Rodovia Aracruz - Barra do Riacho, Km 25, current General Manager of Technology, to
    perform the duties of non-statutory Chief Technology and Innovation Officer of the Company,
    as of this date.
    (x) To approve the Crises Management Plan of the Company.
    Closing: There being no further businesses to be addressed, the Meeting was closed, and
    these Minutes were drawn up, read, deemed accurate, approved and signed by all attendees.
    Attendances: Jos Luciano Duarte Penido (Chairman of the Board of Directors); Alexandre
    Gonalves Silva; Carlos Augusto Lira Aguiar; Eduardo Rath Fingerl; Joo Carvalho de
    Miranda; Joo Henrique Batista de Souza Schmidt, Julio Cesar Maciel Ramundo; Marcos
    Barbosa Pinto; Raul Calfat; and Claudia Elisete Rockenbach Leal - Secretary.
    So Paulo, December 11th, 2014.
    I hereby certify that these Minutes are a faithful copy of the original document filed at the
    registered office of the Company.

    Presiding Board:

    _____________________________

    ________________________________

    Jos Luciano Duarte Penido

    Claudia Elisete Rockenbach Leal

    Chairman

    Secretary

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