SUZANO PAPEL E CELULOSE S.A.

Pablo F. Gimenez Machado
Attorney-in-fact

Witnesses :

Exhibit A

TO THE VOTING AGREEMENT AND OTHER OBLIGATIONS

Exhibit B

TO THE VOTING AGREEMENT AND OTHER OBLIGATIONS

*The Affected Shares owned by Suzano’s Controlling Shareholders are subject to restrictions of incommunicability, impenetrability, inalienability, usufruct and pledge.

Exhibit C

TO THE VOTING AGREEMENT AND OTHER OBLIGATIONS

[Draft of Protocol and Justification]

PROTOCOL AND JUSTIFICATION OF MERGER OF SHARES ISSUED BY FIBRIA INTO [NEWCO], FOLLOWED BY MERGER OF [NEWCO] INTO SUZANO PAPEL E CELULOSE

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

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, all of said shares, as of the date of completion of the merger of the shares issued by FIBRIA, shall be owned by SUZANO; and (b) the subsequent merger of the Holding into SUZANO, both of which shall be submitted to their respective shareholders for approval 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, the stages thereof being detailed below (“ Transaction ”), which shall result (a) in the ownership by SUZANO of all the shares issued by FIBRIA; and (b) assuming that the total capital stock of FIBRIA is 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)] (1) ordinary, ex-treasury shares, and subject to the provisions in Section 2, in the receipt, by FIBRIA’s shareholders, for each ordinary share held by them in FIBRIA at the referred date:

(1) Estimate considering that, as of the Transaction Completion Date, there will be five hundred and fifty-three million, eighty thousand, six hundred and eleven (553,080,611) FIBRIA’s ex-treasury shares, and disregarding the shares arising out of the advanced vesting of the option plans.

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:

(2) Reference Exchange Rate assumes that at the Transaction Completion Date there will be five hundred and fifty-three million, eighty thousand, six hundred and eleven (552,080,611) FIBRIA’s ex-treasury shares, and disregarding the shares arising out of the advanced vesting of the option plans.

1.2.1. Although the stages provided for in item 1.2 will occur one subsequently to the others, all of them are part of one sole legal transaction, it being a premise that each of the stages will not be individually effective without the others also becoming effective and are 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 sound company, owning first-line and strategically located assets, able to efficiently supply customers around all the continents with its products.

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

1.3.2. As a result of the Transaction described herein, 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 until this date.

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, with the completion of the Transaction, 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 rate 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 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 rate provided for in this Protocol and Justification. The exchange rate of shares issued by Holding for shares issued by Suzano shall be proportionally adjusted for possible splits, reverse splits and bonus of shares issued by Suzano.

2.2. The Cash Installment will be subject to adjustment to the variation of the CDI rate (i) since March 15, 2018 until and including 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 ”):

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 others 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 45th 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 Rate, Base Date, Appraisal, Capital Increase and Right of Withdrawal

4.1. As a result of the Merger of FIBRIA’s Shares, it is proposed 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 need, therefore, of an extraordinary shareholders’ meeting, it being certain that the Redemption Value for Each [One] of the Holding’s Redeemable Preferred Share shall be paid for each [1] preferred share issued by Holding being redeemed.

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 sp 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 [December 31, 2017] (“ Base Date ”).

4.4. SUZANO’s management, on behalf of SUZANO and of the Holding, retained the services of [=] (“ [=] ”) 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 FIBRIA’s Shares ”); and (b) [=] (“ [=] ”) 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 ”)

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 [==] 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 the Protocol and Justification.

4.8. Under the terms of article 227, § 1 of Law nº 6.404/76, (i) the appointment of [=] 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 [=] shall be submitted for confirmation to the General Shareholders’ Meeting of SUZANO that will decide about the Holding Merger.

4.9. [=] and [=] 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. [=] and [=] 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 [=]and [=] 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 making of the Merger of FIBRIA’s Shares, of the Redemption and of the Holding 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, which acts shall be coordinated in order to occur at the same date:

5.1.2. 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 effective 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 shall file the Transaction with ANEEL and with ANTAQ (Identified Government Authorities) and with CADE within forty-five (45) days from this date, and with the other Antitrust Government Authorities within sixty (60) days from this date, which shall be actively and diligently conducted by the legal counsels appointed by SUZANO.

6.1.1. As far as the filing with CADE is concerned, the time period provided for in Section 6.1 above shall be 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. As far as the other Antitrust Government Authorities are concerned, the time period provided for in Section 6.1 above shall be deemed to be 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:

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:

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 and on the websites of the Brazilian Securities and Exchange Commission and of B3 S.A. — Brasil, Bolsa, Balcão.

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

9.1. This Protocol and Justification shall be construed and governed by the Brazilian laws.

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.

9.2.6. The dispute shall be decided in accordance with the Brazilian laws, with judgment in equity being prohibited.

9.2.7. The arbitration procedure will be secret. 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, [=].

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Exhibit D

TO THE VOTING AGREEMENT AND OTHER OBLIGATIONS

[Antitrust Protocol]

PROTOCOL FOR EXCHANGE OF SENSITIVE INFORMATION BY CLEAN TEAM AND PROCEDURES FOR INTEGRATION PLANNING BY THE EXECUTIVE COMMITTEE — “ANTITRUST PROTOCOL”

This Protocol for Exchange of Sensitive Information by Clean Team and Procedures for Integration Planning by the Executive Committee (“ ANTITRUST PROTOCOL ”) is executed by and between:

SUZANO PAPEL E CELULOSE S.A. , a publicly-held company enrolled with CNPJ/MF under No. 16.404.287/0001-55, with its principal place of business in the City of Salvador, State of Bahia, at Avenida Professor Magalhães Neto No. 1752, 10th floor, rooms 1010 and 1011, Pituba, Postal Code 41810-012, herein represented on the terms of its Bylaws (“ SUZANO PAPEL E CELULOSE ”); and

FIBRIA CELULOSE S.A. , a publicly-held company enrolled with CNPJ/MF under No. 60.643.228/0001-21, with its principal place of business in the City of São Paulo, State of São Paulo, at Rua Fidêncio Ramos No. 302, 3rd and 4th (part occupancy) floors, Edifício Vila Olímpia Corporate, Tower B, Vila Olímpia, Postal Code 04551-010, herein represented on the terms of its Bylaws (“ FIBRIA ”);

SUZANO PAPEL E CELULOSE and FIBRIA are referred to indistinctively and severally as “Party” and jointly as “Parties”,

1. WHEREAS:

1.1. The Controlling Shareholders of Suzano and Controlling Shareholders of Fibria, as defined in the Voting Agreement And Other Obligations executed by and between the said parties and SUZANO PAPEL E CELULOSE on March 15, 2018, have agreed to perform the combination of operations and equity interests of SUZANO PAPEL E CELULOSE and FIBRIA , by means of a corporate restructuring that will result in the conversion of FIBRIA into a wholly-owned subsidiary of SUZANO PAPEL E CELULOSE and in the receipt, as consideration, by all of the shareholders of FIBRIA , in the same conditions, of a certain amount in cash and in new common shares issued by SUZANO PAPEL E CELULOSE (the “Transaction”);

1.2. This Antitrust Protocol intends to assure that the exchange of Sensitive Information (as defined below) that is necessary for the assessment and planning of the Transaction and of its planning integration shall not result in any violation of the rules of defense of competition in any jurisdiction, particularly but not limited to Law No. 12.529/2011, as well as stipulates the procedure for exchange of Sensitive Information relating to the Transaction and the corresponding auditing, assessment, quantification of synergy, regulatory approvals and/or planning of integration.

1.3. The terms of this Antitrust Protocol are binding on the Parties and the members of the Clean Team and of the Executive Committee, and shall apply likewise to the members of the Clean Team and of the Executive Committee designated in Exhibit I of this Antitrust Protocol, as well as the members that may be designated by the parties subsequently to the date of execution of this instrument, which shall formally accept the terms established hereunder by means of execution of the Instrument of Adhesion included in Exhibit III.

2. DEFINITION OF SENSITIVE INFORMATION

2.1. Pursuant to the general definition divulged by the Administrative Council of Economic Defense (CADE), and adopted by the Parties for the purposes of this Antitrust Protocol, the following information shall be considered to be “Sensitive Information” and, thus, deserving more attention by the Parties, information comprising data that are competitively sensitive on the items listed below, but do not include any data and information on such items made available in an aggregate and/or lagged form for at least three (3) months:

2.2. All of the Sensitive Information must be (i) marked as “Confidential Clean Team” at the time of its availability, (ii) inserted in the “Clean Team” file on an electronic data room related to the Transaction, the access to which shall remain restricted to the members of the relevant Clean Teams, or (iii) if verbal, identified as having access to the Clean Team by the Party that makes it available at the time of such availability.

2.3. Not to be included among the Sensitive Information is any information that (i) is in the public domain prior to disclosure to the other party; (ii) is legally in possession of the party prior to the disclosure; or (iii) enters the public domain by means of a publication, act or omission by any party that is not the receiver of such Sensitive Information.

3. TREATMENT OF THE SENSITIVE INFORMATION

3.1. The Sensitive Information shall only be disclosed for the following purposes:

3.2. The Sensitive Information shall be maintained strictly in secrecy and shall not be used for any other purpose (including but not limited to competition-related or commercial purposes) that is not the one designated in item 3.1 above.

3.3. The Party that receives the Sensitive Information shall assure that the Sensitive Information received shall only be made available to:

3.4. Each Party must maintain an accurate record of all of the Sensitive Information disclosed to the other Party in the context of the Transaction, the date and the circumstances of the disclosure (e.g. availability in the data room, correspondence, meeting, telephone conferences, among others).

3.5. Each Party must systematize and organize the Sensitive Information in a Clean Room (virtual data room), the access to which shall be restricted to the members of the relevant Clean Teams authorized to access such Sensitive Information, so as to restrict the decentralized disclosure of Sensitive Information to the other Party.

4. CLEAN TEAM AND EXECUTIVE COMMITTEE

4.1. Each Party shall notify the other Party regarding the persons that will be part of the Clean Team, who shall not be part of the Executive Committee.

4.2. Each Party shall notify the other Party of the persons that will participate in the Executive Committee, who shall not be part of the Clean Team.

4.3. A person shall not become a member of the Clean Team or of the Executive Committee until the contact of the legal team of the relevant Clean Team or of the Executive Committee has provided all of the necessary information to such individual and that he or she has become aware of and has accepted the totality of the obligations provided in this Antitrust Protocol.

4.4. Each Party has the right to add or replace the members of the Clean Team or of the Executive Committee at any time, by giving written notification to the other Party, including a copy of the Instrument of Adhesion to this Antitrust Protocol duly executed by the new member of the Clean Team or of the Executive Committee.

4.5. Each Party shall ensure that its relevant Clean Team is made up only of persons that need to have access to the Sensitive Information for the purposes established in Article 3.1 above. The Clean Teams shall not consist of any employees or representatives of the Parties that are directly involved, irrespective of their position (i) in the commercial and/or strategic transactions and decisions (including but not limited to the transactions or decisions involving prices, sales, relationship with clients, futures offerings and marketing) of the day-to-day businesses of the Party, and (ii) other areas of the business that are sensitive to the commerce and that are considered to be direct competitors in the market of activity of the Parties during the Restriction Period.

4.6. For the purposes of this Antitrust Protocol, “ Restriction Period ” shall be the period in which a person becomes a member of the Clean Team of one of the Parties (even if subsequently he/she leaves the Clean Team) until the event that occurs first among those designated below:

4.7. Each Party must assure that the Sensitive Information shall not be disclosed to other persons or entities that are not included in the Clean Team of the other Party, and that the Sensitive Information shall be maintained separately from the other documents and records, as well as shall be protected with the same level of security and degree of care that would be applied to their own Sensitive Information.

4.8. The Clean Team and/or the outside advisors of the Parties must report to the Executive Committee of the Party to which they are related any conclusion or result of any analysis deriving from their revision of the Sensitive Information, as reasonably necessary for the purposes designated in Article 3.1, provided that any Sensitive Information (i) has been omitted, edited, aggregated or sufficiently hidden, or (ii) is a summary of the Sensitive Information that

per se does not represent Sensitive Information (for example, provided that the information contained in such summary has been sufficiently aggregated and/or lagged (in at least three (3) months).

4.9. If any one of the Parties or a member of the Clean Team is required by any law, rule or regulation, or further, requested or required by any court, legislative or administrative body, to disclose any sensitive information, then the Party or the member of the Clean Team, as the case may be, shall, to the extent permitted by law, promptly and prior to disclosure, notify the Party that provided the requested information, as well as provide complete documentation concerning the disclosure, so that an appropriate protective measure can be requested and/or any action be taken, if possible.

4.10. The members of the Executive Committee of the Parties may hold meetings with the purpose of addressing the future process of integration of the Parties. For the purpose of ensuring that such meetings will not result in any violation of antitrust rules in any jurisdiction, particularly but not limited to Law No. 12.529/2011, the Parties hereby agree to refrain from exchanging Sensitive Information in such meetings or by any other mean that is not the Clean Team, to maintain records in agendas and minutes of the meetings and to have the supervision of an independent member in such meetings. Such procedures must be adopted even after approval by the pertinent antitrust authorities and until conclusion of the Transaction.

5. CONTACTS

5.1. Each Party designates hereby a person to provide the necessary legal guidance to its Clean Team and Executive Committee. All of the requests for information, clarifications or advisory made to or by the Clean Team or Executive Committee shall be managed by the relevant members that are legally responsible for the Parties, as designated below.

For SUZANO PAPEL E CELULOSE:

Internal Attorneys:

[=]

Outside Attorneys:

[=]

For FIBRIA:

Internal Attorneys:

[=]

Outside Attorneys:

[=]

5.2. The Parties may periodically replace and/or add other legal representatives. Any alteration of a legal representative by one of the Parties shall be notified in writing to the legal representatives of the other party.

6. OUTSIDE ADVISORS

6.1. Each Party may provide Sensitive Information to an outside professional advisor designated by the other Party and contracted by such Party to assist it in relation to the operation that is subject-matter of the Transaction (independent accountants, attorneys, financial advisors, etc.), provided that the such outside professional advisor has duly executed the Instrument of Adhesion to this Antitrust Protocol and/or a person that is authorized to represent the legal entity of the attorneys’ office and of the outside advisory (pursuant to Exhibit III).

7. RETURN AND DESTRUCTION OF THE SENSITIVE INFORMATION

7.1. In the case of finalization of the understandings relating to the Transaction, all of the Sensitive Information shall be returned to the owner or destroyed as agreed between the Parties in writing.

7.2. In addition, it is understood that in the event that the proposed Transaction is not concluded, the obligations established in this Antitrust Protocol shall remain in force for a period of twelve (12) months after the end of the negotiations, which date shall be formalized by the Parties in writing.

8. VIOLATION

8.1. The Parties are aware and agree that the violation of the provisions contained in this Antitrust Protocol may cause irreparable damages that cannot be adequately remedied by a legal measure. Thus, the Parties have the right to seek specific performance of the provisions of this Antitrust Protocol to forbid a violation or threat of violation and any other measure, including damages and provisional remedies, granted by a court with jurisdiction as established below.

8.2. The Parties agree that the confidentiality established in this Antitrust Protocol imposes affirmative and negative covenants, with the possibility of specific execution of such obligations to avoid or remedy the violation of this covenant, whereby the Party that has its Sensitive Information disclosed may proceed on the terms of Articles 632 et seq of the Brazilian Code of Civil Procedure, without prejudice to the other measures provided by law.

9. APPLICABLE LEGISLATION

9.1. This Antitrust Protocol and any other obligation that may arise in connection with the matter provided hereunder shall be construed and governed pursuant to the laws of the Federative Republic of Brazil. In the event of any litigation deriving from this Antitrust Protocol or in connection with any non-contractual obligations or others that derive here from or are related hereto, the Parties elect the courts of the judicial district [of São Paulo, State of São Paulo], waiving any other, no matter how privileged it may be.

In witness hereof, the parties execute this instrument in two (2) counterparts of equal content and form, in the presence of the two (2) undersigned witnesses.

Witnesses:

EXHIBIT I TO THE ANTITRUST PROTOCOL

MEMBERS OF THE CLEAN TEAM

SUZANO PAPEL E CELULOSE’S CLEAN TEAM

FIBRIA’S CLEAN TEAM

MEMBERS OF THE EXECUTIVE COMMITTEE SUZANO PAPEL E CELULOSE’S EXECUTIVE COMMITTEE

FIBRIA’S EXECUTIVE COMMITTEE

EXHIBIT II —

Guidance — Clean Team

Purpose : To minimize the risks of occurrence of “ gun jumping ” and violation of the antitrust rules. For such purpose the Parties must avoid the practice of any activities that could characterize the conclusion of the Transaction prior to its closing.

Based on the above, the Parties must maintain their physical structures and the competitive conditions unaltered until the conclusion of the Transaction, with prohibition, except in the ordinary course of business and consistent with past practices, of:

The Parties must observe the following guidance:

EXAMPLES OF INFORMATION THAT CAN BE SHARED:

EXAMPLES OF SENSITIVE INFORMATION:

EXHIBIT III —

INSTRUMENT OF ADHESION TO THE ANTITRUST PROTOCOL

I,                         , hereby represent that I have read fully the Protocol for Exchange of Sensitive Information by Clean Team and Procedures for Integration Planning by the Executive Committee (“Antitrust Protocol”), and agree to become bound to its terms and conditions.

Further, I agree to refrain from disclosing to anyone the Sensitive Information (as defined in the Antitrust Protocol) made available to the Clean Team, except pursuant to the provisions of the Antitrust Protocol, and to use and store information only in accordance with the guidelines shown in the Antitrust Protocol.

I also agree that (i) any Sensitive Information disclosed to me on account of my inclusion in — and of the works carried out in relation to — the Clean Team shall be used strictly for the purposes established in Article 3.1 of the Antitrust Protocol and never for any other purpose, and (ii) I shall not use such Sensitive Information in any business matter, or for own use (including improper use of privileged information), nor shall disclose such Sensitive Information to any other person other than as established in the Antitrust Protocol.

I hereby represent that I am aware of the penalties (in the administrative, civil and criminal spheres) to which I am subject in the event of failure to comply with the obligations established for the members of the Clean Team and of the Executive Committee and of my obligations in relation to this project.

Exhibit E

TO THE VOTING AGREEMENT AND OTHER OBLIGATIONS

ADHESIONCONTRACT

By this adhesion contract (“ Adhesion Contract ”), Fibria Celulose S.A., publicly-held company, enrolled with the CNPJ/MF under No. 60.643.228/0001-21, with its registered office in the City of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, No. 302, 3rd and 4th (part) floors, Edifício Vila Olímpia Corporate, Torre B, Vila Olímpia (“Fibria”), represented pursuant to its Bylaws, adhere to the terms, irrevocably and irreversibly, on the Voting Agreement and Other Obligations executed on March 15, 2018 between, on the one hand, Suzano Holding S.A., David Feffer, Jorge Feffer, Daniel Feffer and Ruben Feffer and, on the other hand, Votorantim S.A. and BNDES Participações S.A. - BNDESPAR , and also, as a consenting party, Suzano Papel e Celulose S.A. (“ Agreement ”), specifically and exclusively with respect to the obligations applicable to it, contained in the following clauses of the Agreement:

(i)        Clause 1.3;

(ii)        Clause 3.3.1.1;

(iii)        Clause 4.1 and its subClauses 4.1.1, 4.1.2 and 4.1.4;

(iv)        Clauses VIII and IX;

(v)       Clause 10.1 and its subClauses 10.1.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8; and

(vi)       Clause XI.

The Fibria also undertakes, as of this date, to comply with all provisions set forth in Clause 7.1 and subClause 7.1.1 of the Merger Protocol and Justification, which is attached to the Agreement.

São Paulo, [=] [=], 2018

Fibria Celulose S.A.

[...]

[...]

Exhibit E

TO THE VOTING AGREEMENT AND OTHER OBLIGATIONS

ADHESION CONTRACT

By this adhesion contract (“ Adhesion Contract ”), [ Holding ], corporation, enrolled with the CNPJ/MF under No. [29.339.648 / 0001-79], with its registered office in [São Paulo], State of [ São Paulo], at Rua [Pamplona, No. 724, 7th floor, suite 77, Zip code: 01405-001] (“ Holding ”), hereby represented pursuant to its Bylaws, adhere to the terms, irrevocably and irreversibly, on the Voting Agreement and Other Obligations executed on March 15, 2018, between, on the one hand, Suzano Holding S.A., David Feffer, Jorge Feffer, Daniel Feffer and Ruben Feffer and, on the other, Votorantim S.A. and BNDES Participações SA - BNDESPAR, and also, as a consenting party, Suzano Papel e Celulose S.A. (“ Agreement ”), specifies and exclusively with regard to the obligations applicable to it under the Agreement.

For the due purposes, the Holding expressly adheres to the provisions of Clause XI of the Agreement.

São Paulo, [=] [=], 2018.

Holding

[...]

[...]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 19, 2018

Fibria Celulose S.A.

By: /s/ Guilherme Perboyre Cavalcanti

Name: Guilherme Perboyre Cavalcanti

Title: CFO and IRO

EXHIBIT 2

Voting Agreement and Other Covenants

among,

on one side,

Suzano Holding S.A.,

David Feffer,

Daniel Feffer

Jorge Feffer,

and

Ruben Feffer

and, on the other side,

Bndes Participações S.A. - BNDESPAR

and, also, as intervening consenting party

Suzano Papel e Celulose S.A.

Entered into on March 15, 2018

Voting Agreement and Other Covenants

By this instrument, on one side:

And, on the other side:

and, also, as intervening consenting party:

Suzano Papel e Celulose S.A. , a publicly-held company, CNPJ/MF 16.404.287/0001-55, with headquarters in the City of Salvador, State of Bahia, at the address Avenida Professor Magalhães Neto, no. 1752, 10 andar, salas 1010 e 1011, Bairro Pituba, CEP 41810-012, herein represented pursuant to its Bylaws (“ Suzano ” or the “ Company ”);

The SH Shareholders and BNDESPAR are referred to indistinctly and individually as “ Party ” and jointly as “ Parties ,”

Whereas :

The SH Shareholders and BNDESPAR have entered into, on this date, together with Votorantim S.A. and with Suzano as intervening consenting party, a Voting Agreement and Assumption of Obligations (“ Votorantim Voting Agreement ”) by which they agreed to combine the operations and shareholdings of Suzano and Fibria Celulose S.A. (“ Fibria ”), by means of a corporate reorganization to be implemented under the terms and conditions of the Instrument of Filing and Justification of Merger of Shares, the draft of which is included in Exhibit C to the Votorantim Voting Agreement (“ Filing and Justification ”) which will result in the conversion of Fibria into a wholly-owned subsidiary of Suzano and the receipt, as consideration, by all of Fibria’s shareholders, under the same conditions, on the Transaction Completion Date (as defined in the Filing and Justification), of (i) one installment in national currency of R$29,036,732,077.50 (twenty-nine billion, thirty-six million, seven hundred and thirty-two thousand, seventy-seven Brazilian reais and fifty cents), to be adjusted and paid in accordance with the Filing and Justification, and (ii) 255,000,000 (two hundred and fifty-five million) new common shares issued by Suzano, to be adjusted as provided in the Filing and Justification (the “ Transaction ”);

The implementation of the Transaction is subject to verification and/or waiver (as applicable) of certain Conditions Precedent, as defined and set forth in the Votorantim Voting Agreement and in the Filing and Justification;

Without prejudice to the provisions of the Votorantim Voting Agreement and subject to the completion of the Transaction, the Parties wish to regulate certain rights and obligations which shall take effect upon the completion of the Transaction, in accordance with this Agreement;

Therefore , the Parties agree to enter into this Voting Agreement and Other Covenants (“ Agreement ”) pursuant to Article 118 of the Brazilian Corporate Law, which shall be governed by the following terms and conditions:

Section I - Definitions

1.1       In addition to other expressions defined in this Agreement, the following shall have the meaning

ascribed to them as follows:

“ Affiliates ” means, with respect to a person, (i) any other person who, directly or indirectly, Controls said person, is Controlled by said person or is under common Control with said person; or, exclusively with respect to an individual, (ii) his/her spouse, his/her ascendants, descendants, close relatives up to the second degree, heirs, surviving spouses and successors in any capacity, and the legal entities Controlled by said person. In addition, with respect to the SH Shareholders, Affiliate means the other shareholders, as of this date, of Suzano Holding, and their respective heirs and successors.

“ Control ” (including the terms “ To Control ,” “ Controlling ” and “ Controlled by ”) means the power of a person or group of persons, directly or indirectly, through the ownership of bonds or securities with voting rights or by agreement, to hold rights that permanently assure this person or group of persons preponderance over corporate deliberations and the power to elect the majority of its managers. There is a rebuttable presumption that a person holds Control if said person, directly or indirectly, holds shares assuring it an absolute majority of votes among shareholders attending a company’s last three (3) shareholders’ meetings, even if it does not hold shares ensuring the absolute majority of the voting stock.

“ Controlled Companies ” means any subsidiary of the Company that is directly or indirectly Controlled by it.

“ Impacted Shares ” has the meaning ascribed to it in Section 3.1.

“ Novo Mercado Listing Rules ” means the rules of the Novo Mercado listing segment of B3 S.A. – Brasil, Bolsa, Balcão, which has been in force since January 2, 2018.

“ SH Shares ” has the meaning ascribed to it in Section 2.1.

Section II – Compliance with the Voting Agreement

2.1       The SH Shareholders, irrevocably and irreversibly, before BNDESPAR, undertake to comply with this Agreement and to exercise the voting right of the shares issued by Suzano of which they are and become holders, during the term of effectiveness of each obligation set forth under this Agreement, directly or indirectly (“ SH Shares ”), under the terms set forth herein, and to observe the restrictions on the circulation of the Impacted Shares provided herein.

2.2       This Agreement and the provisions herein shall apply to the Company and shall bind such company, as well as the SH Shareholders and BNDESPAR, under the terms set forth herein.

2.2.1       The SH Shareholders and BNDESPAR undertake to:

(i)                                        comply with the provisions of this Agreement with respect to the Company;

(ii)                                     cause the Company to exercise its voting rights in the respective Controlled Companies, in order to ensure, at all times, the full and faithful performance of this Agreement;

(iii)                                  cause the Controlled Companies to exercise their voting rights in their respective Controlled Companies, in order to ensure, at all times, the full and faithful performance of this Agreement; and

(iv)                                  ensure that the managers elected by the SH Shareholders and BNDESPAR to the Company perform and cause performance of the provisions of this Agreement.

2.2.2       Whenever there is a voting agreement agreed upon in any section of this Agreement, the Company, as well as its Controlled Companies, are hereby authorized and required to calculate the votes of the Parties as agreed herein, disregarding the contrary votes as null and void.

Section III - Voting Agreements

3.1        Policy for Nominating Independent Members of the Board of Directors . Subject to the completion of the Transaction and in compliance with the provisions of the Brazilian Corporate Law, applicable regulations and Suzano’s Bylaws, the SH Shareholders, irrevocably and irreversibly, undertake to (i) instruct the members of the Board of Directors nominated by them, and which are not considered Independent Directors, pursuant to the Novo Mercado Listing Rules, to take all measures so that the Company’s Policy for Nominating Members of the Board of Directors in accordance with Exhibit 3.1 is approved by the Board of Directors, within 90 (ninety) days from Transaction completion date, as well as adopted as of the Company’s first Annual Shareholders’ Meeting that elects members of the Board of Directors and that is held after completion of the Transaction due to the end of the terms of office of the members of the Board of Directors then underway.

3.1.1.       Subject to the foregoing, any of the provisions in the Company’s Policy for Nominating Members of the Board of Directors may be amended by resolution of the Board of Directors pursuant to item 4.1 of Exhibit 3.1.

3.1.1.1.       The SH Shareholders undertake to instruct the members of the Company’s Board of Directors nominated by them not to change the quorum set forth in item 4.1 of Exhibit 3.1 until BNDESPAR holds shares issued by the Company representing 5% (five percent) or less of its capital stock, and the SH Shareholders also undertake to ensure that the members of the Board of Directors nominated by them comply with and cause compliance with the provisions set forth in this Section. The obligation set forth in this Section 3.1.1.1 shall be automatically terminated as soon as BNDESPAR holds shares issued by the Company representing 5% (five percent) or less of its capital stock.

3.1.2.       Once the Company’s Policy for Nominating Members of the Board of Directors has been approved, pursuant to Section 3.1, the obligation set forth in the same Section 3.1 shall be automatically terminated.

3.2        Financial Obligations . Subject to the completion of the Transaction, and in compliance with the provisions of the Brazilian Corporate Law, the applicable regulations, Suzano’s Bylaws, the SH Shareholders, irrevocably and irreversibly, undertake to (i) instruct the members of the Board of Directors nominated by them to approve, and (ii) in the management of the Company and its Controlled Companies, subsidiaries, associated companies and consortia, to observe the restrictions, as applicable, established in the financial obligations included in this Agreement as Exhibit 3.2.

3.2.1       Subject to the foregoing, the obligation set forth in Section 3.2 shall automatically terminate (i) on December 31, 2021; or (ii) as soon as BNDESPAR holds shares issued by the Company representing at least 5% (five percent) of the Company’s total capital stock, whichever occurs first.

3.2.2       The SH Shareholders undertake to instruct the members of the Company’s Board of Directors nominated by them to adopt the necessary measures so that any change to the Financial Policy or its revocation by means of a resolution of the Board of Directors shall only be carried out with an affirmative vote of at least 60% (sixty percent) of its members, and at least one (1) of the affirmative votes shall have been made by an independent member of the Board of Directors. The obligation set forth in this Section will remain in force until BNDESPAR holds shares issued by the Company representing 5% (five percent) or less of its capital stock, and the SH Shareholders shall also be required to ensure that the members of the Board of Directors nominated by them comply with and cause compliance with the provisions of this Section.

3.3        BNDESPAR Advance Statement : While the obligation set forth in Section 3.2 remains in force, BNDESPAR shall be entitled to make a statement in advance on any proposal for the distribution of dividends or investments that may be made in events where the indebtedness goal set forth in Exhibit 3.2 is exceeded or in which such distribution or investment will cause that goal to be exceeded (“ Approval Item ”).

3.4       BNDESPAR’s right to make a statement in advance, as a shareholder of the Company, shall be as follows: (1) the Chairman of the Company’s Board of Directors, for those Meetings of the Company and/or any of its Controlled Companies, as applicable, which include an Approval Item, shall send to BNDESPAR, by e-mail and registered letter (“ Letter ”), a proposal of the agenda containing the description of the matter to be approved and the reasons for its approval, as well as the proposal for approval of each Approval Item; and (2) BNDESPAR shall have a period of 30 (thirty) days after the date of receipt of the Letter, by e-mail and registered letter, to respond, it being understood that BNDESPAR’s lack of statement at the end of said period shall not prevent the approval of the matter by the SH Shareholders.

3.5       The Parties undertake, as shareholders of the Company, to act in good faith and diligently to ensure compliance with the voting obligations set forth herein, always observing the Company’s interest and ensuring that the Company maintains its normal course of business. In addition, the SH Shareholders and the Company undertake to take all necessary measures to ensure that the members of the Board of Directors and the other managers of the Company or any of its Controlled Companies who have been

elected or nominated by any of the Parties or by the Company, or that may be elected or nominated by any of the Parties or by the Company, always vote, in any resolutions, in accordance with the provisions in this Agreement.

3.6       The exercise by any of the Parties, by the members of the management elected or nominated by any of the Parties and/or any of the representatives of the Parties, of the right to vote contrary to the provisions established herein, shall result in the nullity of a resolution thus made, without prejudice to the right of the interested Party to advance specific performance of the obligation in breach.

3.7       Regardless of in-court or out-of-court proceedings, any of the Parties shall be entitled to request that the Chairman of any Meetings of the Company’s Board of Directors declare the nullity of votes made against the provisions of this Agreement.

3.8.       Subject to the completion of the Transaction and as long as BNDESPAR holds shares issued by the Company representing at least 10% (ten percent) of its total capital stock, BNDESPAR shall have the right to nominate one (1) member to the Company’s Board of Directors. Any director to be nominated by BNDESPAR, pursuant to this Agreement, must be qualified as an independent director pursuant to the Company’s Policy for Nominating Members of the Board of Directors included in this Agreement as Exhibit 3.1. The SH Shareholders may exercise their voting rights to amend the Company’s Bylaws in order to increase the maximum number of seats on the Company’s Board of Directors from nine (9) to ten (10) members. If the SH Shareholders opt to increase the number of seats on the Company’s Board of Directors, pursuant to this Section 3.8, the SH Shareholders shall inform this fact to BNDESPAR in writing, within 30 (thirty) days after completion of the Transaction. Upon BNDESPAR’s receipt of such written communication, pursuant to this Section, BNDESPAR undertakes to exercise its voting right to approve said amendment to the Company’s Bylaws.

3.8.1.       At least 90 (ninety) days after completion of the Transaction, the SH Shareholders shall cause the Company’s Management to call an Extraordinary Shareholders’ Meeting to:

(a)               if the SH Shareholders have not opted to increase the number of seats on the Company’s Board of Directors under Section 3.8, (i) hear 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 below; or

(b)               if the SH Shareholders have opted to increase the number of seats on the Company’s Board of Directors under Section 3.8, (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 below.

3.8.1.1.       For the purposes of Section 3.8.1, by the Transaction completion date, 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.

3.8.1.2.       Within 30 (thirty) days after completion of the Transaction, the Chairman of the Company’s Board of Directors shall take measures to ensure that the candidate for member of the Board of Directors nominated by BNDESPAR, under Section 3.8.1 above, passes the vetting process of the Eligibility Committee described in the Company’s Policy for Nominating Members of the Board of Directors that is part of this Agreement as its Exhibit 3.1 and, within the same period, shall communicate to BNDESPAR in writing on the conclusion of the Eligibility Committee. In the event the Company’s Policy for Nominating Members of the Board of Directors set forth in Exhibit 3.1 has not been approved by the Board of Directors by the time the Chairman of the Company’s Board of Directors receives the written communication of BNDESPAR set forth in Section 3.8.1.1 above, the Chairman of the Board of Directors shall create an ad hoc Eligibility Committee, which shall have the same characteristics and composition as the Eligibility Committee set forth in Exhibit 3.1 to this Agreement, and said ad hoc Eligibility Committee shall assess the candidate to be member nominated by BNDESPAR in accordance with the same criteria set forth in Exhibit 3.1

3.8.1.3.       In the event the Eligibility Committee certifies that the candidate to member of the Board of Directors nominated by BNDESPAR under Section 3.8.1 above qualifies as an independent member, the SH Shareholders shall exercise their voting right such as to vote favorably to the nomination of such candidate as independent member of the Company’s Board of Directors. If the Eligibility Committee certifies that the candidate to the Board of Directors nominated by BNDESPAR does not qualify as an independent member, then BNDESPAR shall, within 30 (thirty) days after the date on which it receives written communication from the Chairman of the Company’s Board of Directors, informing on the conclusion of the Eligibility Committee, indicate a new name to be part of the Company’s Board of Directors, in which case the mechanism set forth in Section 3.8.1.2 of this Agreement shall be restarted.

3.8.2       As of the Annual Shareholders’ Meeting of 2020, inclusive, the member to the Board of Directors to be nominated by BNDESPAR shall be part of the slate to be proposed by the Company’s Management.

3.8.2.1.       For the purposes of Section 3.8.2 above, by February 1 of the year in which the Annual Shareholders’ Meeting of the Company is held in which members of the Board of Directors are elected, 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.

3.8.2.2.       Within 15 (fifteen) days after the correspondence set forth in Section 3.8.2.1 above, the Chairman of the Company’s Board of Directors shall take measures to ensure that the candidate for member of the Board of Directors nominated by BNDESPAR, under Section 3.8.2.1 above, passes the vetting process of the Eligibility Committee described in the Company’s Policy for Nominating Members of the Board of Directors that is part of this Agreement as its Exhibit 3.1 and, within the same period, shall communicate to BNDESPAR in writing on the conclusion of the Eligibility Committee.

3.8.2.3.       In the event the Eligibility Committee certifies that the candidate to member of the Board of Directors nominated by BNDESPAR under Section 3.8.2.1 above qualifies as an independent member, the SH Shareholders shall exercise their voting right such as to vote favorably to the nomination of such member as independent member of the Company’s Board of Directors. If the Eligibility Committee certifies that the candidate to member of the Board of Directors nominated by BNDESPAR does not qualify as an independent member, then BNDESPAR shall, within ten (10) days after the date on which it receives written communication from the Chairman of the Company’s Board of Directors, informing on the conclusion of the Eligibility Committee, indicate a new name to be part of the Company’s Board of Directors, in which case the mechanism set forth in Section 3.8.2.1 of this Agreement shall be restarted.

3.8.3.       The SH Shareholders and BNDESPAR undertake to exercise their voting right such as to approve the slate proposed by the Company’s Management, which shall include the member nominated by BNDESPAR and who has passed through the vetting process of the Eligibility Committee. In the event that cumulative voting is used, both BNDESPAR and the SH Shareholders shall be free to allocate their votes to candidates of the Board of Directors as they see fit, it being understood that the votes allocated to BNDESPAR shall be allocated to candidates considered independent. In the event of removal, resignation and/or replacement of the member of the Board of Directors nominated by BNDESPAR, the SH Shareholders and BNDESPAR shall exercise their voting rights such as to approve the member nominated by BNDESPAR that has been certified as independent by the Eligibility Committee set forth in Exhibit 3.1.

3.8.4.       The member nominated by BNDESPAR may only be removed, directly or indirectly, by BNDESPAR. The SH Shareholders and BNDESPAR may replace, at any time and regardless of justification, the member(s) of the Board of Directors nominated by them, and BNDESPAR and the SH Shareholders undertake to vote in the relevant Shareholders’ Meeting such as to approve such replacement, observing the procedures set forth in Exhibit 3.1, as applicable.

3.8.5.       The rights and obligations set forth in Sections 3.8 and 3.8.4 (inclusive) shall remain in effect as long as BNDESPAR holds shares issued by the Company representing, at least, 10% (ten percent) of its capital stock. If, at any time, BNDESPAR holds shares issued by the Company representing less than 10% (ten percent) of its capital stock, the rights and obligations set forth in Sections 3.8 to 3.8.3 shall be automatically resolved and terminated.

3.9.       Subject to the completion of the Transaction, the SH Shareholders shall cause the members nominated by them to the Company’s Board of Directors to exercise their voting rights to amend the Company’s Financial Policy in force on the date of this Agreement, so as to include that any amendment to the Financial Policy may only be made with an affirmative vote of at least 60% (sixty percent) of the members of the Company's Board of Directors, and at least one (1) of the affirmative votes shall have been made by an independent member of the Board of Directors.

3.9.1.       The amendment to the Company’s Financial Policy set forth in Section 3.9 above shall be made within 90 (ninety) days after completion of the Transaction.

3.9.2.       Once the amendment to the Company’s Financial Policy has been approved, pursuant to Section 3.9 above, the voting obligations of the SH Shareholders set forth in Sections 3.9 and 3.9.1 shall be automatically terminated.

3.10.       The SH Shareholders undertake to, at least, maintain and not regress in the socio-environmental policies and practices of the Company and Fibria with respect to the socio-environmental policies and practices in force at the date of signature of this Agreement (“Socio-environmental Policies”). Accordingly, the SH Shareholders shall exercise their voting rights and shall instruct the members of the Company’s board of directors nominated by them to exercise their voting rights so as to ensure, at least, the maintenance and non-regress of the Socio-environmental Policies of the Company and of its subsidiaries, including Fibria. The obligations set forth in this Section 3.10 shall be automatically terminated as soon as BNDESPAR holds shares issued by the Company representing 5% (five percent) or less of its capital stock.

Section IV - Prohibition on the Transfer and Encumbrance of Impacted Shares and Shares Issued by Fibria and Withdrawal of Impacted Shares

4.1       Subject to the effective completion of the Transaction, the SH Shareholders undertake, irrevocably and irreversibly, not to contract or carry out the direct or indirect sale, disposition or transfer, by any means or form (“ Transfer ”), of the Impacted Shares it holds, or any rights related to such Impacted Shares, as well as not to establish 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 Impacted Shares (“ Lock-up ”) from the Transaction Completion Date until December 31, 2019 (“ Lock-up Period ”), when the Lock-Up will be automatically terminated, regardless of any need of consent or statement of any of the Parties. For the purposes of this section, “ Impacted Shares ” means (i) 367,612,234 (three hundred and sixty-seven million, six hundred and twelve thousand, two hundred and thirty-four) shares issued by the Company held by Suzano Holding, representing, as of the date of this Agreement, 100% (one hundred percent) of the common shares issued by Suzano held by Suzano Holding; and (ii) 36,919,235 (thirty-six million, nine hundred and nineteen thousand, two hundred and thirty-five) shares issued by the Company held by David, 33,653,967 (thirty-three million, six hundred and fifty-three thousand, nine hundred and sixty-seven) shares issued by the Company held by Daniel, 32,496,352 (thirty-two million, four hundred and ninety-six thousand, three hundred and fifty-two) shares issued by the Company held by Jorge and 32,799,605 shares issued by the Company held by Ruben, representing approximately 70% (seventy percent) of the shares held individually by David, Daniel, Jorge and Ruben as of the date of this Agreement.

4.1.1.       The restrictions above do not apply to the Transfer of Impacted Shares made to Affiliates of the SH Shareholders. The Affiliates which are assignees of the Impacted Shares shall, as a condition to the Transfer, adhere to this Lock-up commitment, and undertake, just as the assignor, to respect the Lock-up. Because of the Lock-up obligation assumed hereunder, no Transfer of Impacted Shares shall be

performed during the Lock-up Period. The above restrictions do not prevent the SH Shareholders and/or any of their Affiliates from entering into shareholders’ agreements.

4.2.       Subject to the effective completion of the Transaction, Suzano undertakes, irrevocably and irreversibly, not to contract or carry out the direct or indirect sale, disposition or transfer, by any means or form, of the shares issued by Fibria, or any rights related to these shares (“ Suzano Lock-up ”) during the Lock-up Period. The Suzano Lock-up shall be automatically terminated, 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 the scope of Suzano’s and/or Fibria’s corporate reorganization involving (i) merger of Fibria into Suzano or of Suzano into Fibria; (ii) other corporate reorganizations that result in or involve the sale of assets of Fibria and/or Suzano in the scope of compliance with any restrictions imposed by or agreed upon with antitrust entities or bodies and/or in the scope of or for the purpose of complying with the Financial Policy.

4.3       This Agreement does not include any restriction to the transfer of Impacted Shares or shares issued by Fibria after the Lock-up Period, such that the SH Shareholders and Suzano will be free to transfer Impacted Shares or shares issued by Fibria immediately after the end of the Lock-Up Period. The transfer of Impacted Shares or any other SH Shares to any Person who is not an Affiliate shall automatically result in the withdrawal of such shares with respect to this Agreement.

4.4.       This Agreement shall be filed at the Company’s headquarters and registered with a depositary financial institution of the shares issued by the Company during the Lock-up Period, and shall only bind the Impacted Shares.

Section V - Representations and Warranties

5.1       The SH Shareholders represent and warrant the following to BNDESPAR:

(i)                                        Suzano is a publicly-held company, duly incorporated and validly existing under the laws of the Federative Republic of Brazil;

(ii)                                     the SH Shareholders (a) shall be the holders and legitimate owners of the SH Shares on the Transaction Completion Date, which shall be fully paid-up and free and clear of any liens, except as set forth in this Agreement, the Suzano Voting Agreement, the Suzano Transfer Agreement and the Votorantim Voting Agreement and (b) have full capacity to enter into this Agreement, to carry out all transactions set forth hereunder and to comply with all the obligations assumed herein, and have taken all necessary measures to authorize its execution and the performance of the obligations set forth herein;

(iii)                                  to the best of their knowledge, there is impediment on this date and there will be no impediment on the Transaction Completion Date to the execution of this Agreement and compliance with the obligations set forth in this Agreement;

Section VI - Effectiveness and Duration

6.1       The duration of this Agreement is subject to the effective completion of the Transaction. This Agreement shall take effect between the Parties as of the Transaction completion date and shall remain effective for as long as any of the obligations of the SH Shareholders set forth in Sections III and IV remain in force.

6.2       If the Transaction has not been completed by the final date set forth in Section VIII of the Votorantim Voting Agreement and/or the Votorantim Voting Agreement or the Filing and Justification are terminated for any reason, this Agreement shall be automatically terminated, with no penalty, indemnity or contractual fine due from one party to another hereunder.

Section VII - General Provisions

7.1       This Agreement shall be filed at the Company’s headquarters, and the Company shall respect all its terms, clauses and conditions. In the shareholders’ meetings and meetings of the Company’s management bodies, the vote of any of the Parties rendered without observing the provisions of this Agreement shall not be admitted or calculated.

7.2       Each Party shall communicate to the other Party any acts, facts or omissions that may result in infringement of this Agreement.

7.3       Any breach of any of the obligations assumed in this Agreement by any of the Parties shall ensure the other parties the right to demand specific performance in court, pursuant to Article 118 of the Brazilian Corporate Law.

7.4       The Parties, in accordance with the law, acknowledge that, except as expressly provided in this Agreement: (i) the non-exercise, grant of time, tolerance, or delay in exercising any right assured to them by this Agreement or by law shall not constitute novation or waiver of such right, nor harm its eventual exercise; (ii) the partial exercise of this right shall not prevent the subsequent exercise of the remainder of that right, or the exercise of any other right; (iii) the waiver of any right shall be valid only if it is granted in writing; and (iv) the waiver of a right shall be construed restrictively and shall not be deemed a waiver of any other right conferred by this Agreement.

7.5       This Agreement is entered into irrevocably and irreversibly, except for the cases set forth herein, and binds the Parties and their respective successors and assignees in any capacity. This Agreement is not subject to assignment or transfer by any Party, in whole or in part, except through prior written consent of the other Parties. Any amendment or change to this Agreement may only be made or be binding upon the Parties if it is written and signed by all Parties.

7.6       If any term or provision set forth in this Agreement is deemed void, illegal, unenforceable or not applicable by virtue of a legal provision or final court, administrative or arbitration decision, all other

conditions and provisions set forth herein shall remain in full force and, in such a case, the Parties shall negotiate in good faith an amendment to this instrument to restore the original scope of the Parties as much as possible.

7.7       This Agreement shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil.

7.8       The failure to comply with any of the rules set forth in this Agreement will cause the infringing act to be ineffective before the Company.

7.9       Except for the Votorantim Voting Agreement, the Parties declare that this Agreement is the only agreement entered into among the Parties in the scope of the Transaction and that no other document governing any terms and conditions relating to the Transaction exists or was entered into.

7.10       Suzano Holding acknowledges that this Agreement does not alter or impair any rights and obligations under the Suzano Shareholders’ Agreement or the Suzano Transfer Agreement, which remain unchanged, valid and binding upon its signatories, in accordance with the terms and conditions set forth therein. In the event of a conflict between the provisions of this Agreement and the Suzano Voting Agreement or the Suzano Transfer Agreement, this Agreement shall prevail.

Section VIII – Dispute Resolution

8.1       The Parties agree that any dispute resulting from or related to this Agreement, including, without limitation, related to its existence, validity, effectiveness, interpretation, execution or termination, that cannot be resolved amicably within a non-extendable period of 30 (thirty) calendar days shall be resolved by arbitration to be administered by the Market Arbitration Chamber of B3 S.A. – Brasil, Bolsa, Balcão (“ Arbitration Chamber ”), in accordance with its regulations in effect on the date arbitration is started, and this Section 8.1 shall serve as the arbitration clause for effects of what is set forth in Law No. 9,307/96, article 4, paragraph 1. The Arbitration Chamber shall also be responsible for administering and going through the correct steps for the arbitration proceeding. The Parties acknowledge that the obligation to seek an amicable resolution does not prevent the immediate request for arbitration if any of the Parties understands that an agreement is not possible.

8.1.1       The arbitral tribunal shall be comprised of three (3) arbitrators (“ Arbitral Tribunal ”), one of which shall be appointed by the Party(ies) with the intent to bring the proceeding, the other by the other Party(ies), and the third arbitrator, who will act as president of the Arbitral Tribunal, shall be appointed by the arbitrators appointed by the Parties. If one of the Parties does not appoint an arbitrator or if the appointed arbitrators do not come to a consensus with respect to the third arbitrator, the President of the Arbitration Chamber shall appoint the third arbitrator in the shortest period possible.

8.1.2       The Parties acknowledge that any arbitral order, decision or finding shall be final and binding,

constituting an instrument enforceable in court binding on the Parties and their successors, which undertake to abide by the finding in the arbitral award, regardless of court enforcement.

8.1.3       Notwithstanding the foregoing, each Party shall retain the right to file for remedy in court to (a) obtain any “urgent remedy” that is necessary prior to creation of the Arbitral Tribunal, and such remedy shall not be construed as a waiver by the Parties of the arbitral proceeding, (b) enforce any arbitral decision, including the final arbitral report, and (c) to ensure commencement of the Arbitral Tribunal. For such, the Parties choose the jurisdiction of the Judicial District of São Paulo, State of São Paulo, waiving all others, however privileged they may be.

8.1.7       The arbitration shall be confidential. The Parties undertake to not disclose information or documents from the arbitration. Disclosure may be made if (i) the duty to disclose arises from law, (ii) it is decided by a court or administrative authority or (iii) it is necessary to defend the interests of the Party.

In witness whereof, the Parties sign this agreement in four (4) counterparts of equal content and form, in the presence of the two (2) undersigned witnesses.

The pages of this agreement are initialed by _______________________________, counsel to BNDESPAR, by authorization of the representatives that sign it.

São Paulo, March 15, 2018

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[ signature page of the Voting Agreement and Other Covenants entered into among, on one side, Suzano Holding S.A., David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer and, on the other side, BNDES Participações S.A. – BNDESPAR on March 15, 2018 ]

Suzano Holding S.A.

Maria Cristina Monoli Cescon

Attorney-in-Fact

David Feffer

Daniel Feffer

Jorge Feffer

Ruben Feffer

Exhibit 3.1

To The Voting Agreement and Other Covenants

Policy for Nominating Members of the Board of Directors

1.                   PURPOSE, APPLICATION AND BASIS

1.1       This “Policy for Nominating Members of the Board of Directors” (“ Policy ”), approved in the Board of Directors meeting of [•] (“ Company ”), held on [•], 201[•], aims to establish the criteria for forming the Company’s Board of Directors, respecting the best practices of corporate governance, with due transparency.

1.2       The basis for this Policy is: (i) the corporate governance guidelines in the Company’s bylaws, as amended (“ Bylaws ”); (ii) the “Code of Conduct” applicable to companies in the Company’s economic group, the adoption of which was ratified in a Meeting of the Company’s Board of Directors on [•], 2018 (“ Code of Conduct ”); (iii) Law No. 6,404, of December 15, 1976, as amended (“ Brazilian Corporate Law ”); (iv) the Corporate Governance Best Practices Code of the Brazilian Institute of Corporate Governance ( Instituto Brasileiro de Governança Corporativa – IBGC) and the Brazilian Corporate Governance Code; and (v) the Novo Mercado Listing Rules of B3 S.A. – Brasil, Bolsa, Balcão in effect since January 2, 2018 (“ Novo Mercado Listing Rules ”).

2.                   BOARD OF DIRECTORS.

2.1.       The Company’s Board of Directors shall be formed by at least five (5) and at most nine (9) principal members, without alternates, all elected and removable by the Shareholders’ Meeting, with a unified term of two (2) years, re-election permitted, respecting the possibility of increasing one (1) seat on the Board of Directors, thus reaching ten (10) principal members, without alternates.

2.2.       Of the members of the Board of Directors, at least two (2) independent members – or 20% (twenty percent), whichever is greater – shall be Independent Directors, as defined in the Novo Mercado Listing Rules of B3 and Instruction No. 461/07 of the Brazilian Securities Commission ( Comissão de Valores Mobiliários – CVM), respecting, additionally, that the below situations may compromise the independence of a member of the board of directors:

(i)                                        acting or having acted as manager or employee of the company, or of the controlling group, the independent auditor that audits or has audited the company, or, also, a non-profit entity that receives significant financial sources from the company or from its related parties;

(ii)                                     having a spouse, parent or relative up to the second degree who acts or has acted as manager or employee of the company, or of the controlling group, the independent auditor that audits or has audited the company, or, also, a non-profit entity that receives significant financial sources from the company or from its related parties;

(iii)                                  acting or having acted, whether directly or as a member, shareholder, director or officer, in a material commercial partner of the company and/or a company that may be deemed a competitor of the Company or of its controlled companies, provided that such position represents a conflict of interest with the Company or with one of its controlled companies or affects the independence of the board;

(iv)                                  having close family ties (relationship up to the 4 ^th degree) or significant personal relationships with direct and indirect controlling shareholders, non-independent directors or officers of the company; and

(v)                                     having completed four (4) consecutive terms as director of the company as of the Annual Shareholders’ Meeting of Suzano to be held in 2018.

2.2 .       Except for the case of request for cumulative voting, the election of members of the Board of Directors shall be done through slates.

2.3.        Only those whose classification as independent has been certified by the Eligibility Committee, as set forth in item 3 below, may run as independent members of the Board of Directors on the proposed slates.

3.       ELIGIBILITY COMMITTEE

3.1.        The Board of Directors shall form an Eligibility Committee (“EC”), which must have three to five members. Among its members, the EC must have a majority of members that are independent members of the Board of Directors and/or external to the Company and are classified as independent, according to the same parameters set forth in this policy. The EC Coordinator must have renowned specialization/experience in selection processes and should preferably be an external member classifying as independent.

3.2.        With the goal of safeguarding the exemption of the independent nature of the Directors classified as independent, the CE shall be responsible for:

(a)                  assessing and/or nominating to the Board of Directors persons who, meeting the legal requirements and those set forth in the Company’s Bylaws, may be candidates to join the slate to be submitted to the Shareholders’ Meeting for election of the Board of Directors; and

(b)                  assessing and nominating to the Board of Directors persons for positions of Director, to enter any positions left vacant, until the next Shareholders’ Meeting is held.

3.3.        The nominated Independent Directors must have abilities and qualifications suitable to exercise the position, to be certified by the EC.

3.4.        The Eligibility Committee may request from the person nominated to the position that he or she

appears for an interview for clarifications on the requirements of this article, and acceptance of this invitation shall be at the discretion of the nominated person.

4.       AMENDMENTS TO THE POLICY

4.1.        This Policy may only be amended or revoked by the Board of Directors, through an affirmative vote of at least 60% (sixty percent) of its members, and at least one (1) of the affirmative votes shall have been made by an independent member of the Board of Directors.

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Exhibit 3.2

To the Voting Agreement and Other Covenants

Financial Obligations

Article 1 - In conducting the Company’s management and exercising the voting right in subsidiaries, controlled companies, associated companies and consortia, the Board of Directors and Board of Executive Officers shall respect and comply with the following goal: maintain the Net Debt/EBITDA (as defined below) at a value that is equal to or lower than 3.5 times the Company’s Adjusted EBITDA (as defined below).

Article 2 - By the end of the term of effectiveness set forth in article 3 below, if the Company’s net consolidated indebtedness is above the goal set forth in article 1, the Board of Directors and/or Board of Executive Officers of the Company may not:

a)                   approve the distribution of payments in an amount higher than the minimum required dividend, as set forth in the Company’s Bylaws in effect on the date of execution of the Voting Agreement and Other Covenants entered into between BNDESPAR and the SH Shareholders;

b)                   approve new investments for expansion or acquisitions greater than 10% (ten percent) of the Company’s Adjusted EBITDA for the prior 12 months.

Sole paragraph. Until the end of the term of effectiveness set forth in article 3 below, the Company may not approve the distribution of payments or new investments in expansions or acquisitions if said distribution or investment results in a leverage level higher than the goal set forth in article 1.

Article 3 - The voting agreements contained herein shall remain in effect (i) until December 31, 2021; or (ii) until BNDESPAR holds shares issued by the Company representing at least 5% (five percent) of the Company’s total capital stock, whichever occurs first.

Article 4 - For the purposes of the financial obligations established herein, the Parties adopt the following definitions:

“Adjusted EBITDA” means EBITDA, excluding non-recurrent and/or non-monetary items.

“EBITDA” means profits before interest, taxes, depreciation and amortization, considered on the Company’s consolidated balance sheet. Basically, it is the Company’s operational cash generation on a consolidated basis, disregarding financial effects and taxation.

“Net Debt” means, with respect to the Company, for each quarter (March 31, June 30, September 30 and December 31 of each year), its total debt on that date, less the sum of: (a) the aggregate cash value on that date, plus (b) the sum of all the bonds and securities on that date, based on the lowest value between: (i)

par value; and (ii) market value of each one of these bonds and securities.

“Net Debt/Adjusted EBITDA” means, with respect to the Company, for each quarter (March 31, June 30, September 30 and December 31 of each year), the ratio (expressed as a decimal) between: (a) its Net Debt, on that date, calculated in U.S. dollars; and (b) Adjusted EBITDA for the 12-month period immediately prior to the same measurement date, calculated in U.S. dollars; given that: (i) each one of the components of Net Debt (including the amounts of total debt, cash and cash equivalents and bonds and securities), in reais (or which are tied to the real ) shall be converted into U.S. dollars on the calculation date, based on the exchange rate published by the Central Bank (“PTAX 800, option 5, sale” transaction, or its equivalent at the time of calculation) at close of business of said day; and (ii) Adjusted EBITDA for each one of the four fiscal quarters for the period applicable to the 12 (twelve) months immediately prior to the date of calculation on this date shall be converted into U.S. dollars based on the average exchange rates published by the Central Bank (“PTAX 800, option 5, sale” transaction, or its equivalent at the time of calculation) on the close of business on each business day of said applicable fiscal quarter, and shall be summed to calculated the Adjusted EBITDA for said 12-month period.

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