FIBRIA CELULOSE S.A. CNPJ/MF n.º 60.643.228/0001-21 NIRE 35.300.022.807 (a publicly held company) MINUTES OF THE EXTRAORDINARY BOARD OF DIRECTORS MEETING HELD ON MAY 27, 2014

Date, Time and Place: Held on May 27, 2014, at 10:00 AM, by means of teleconference centralized at the Company's head office, at Alameda Santos, No. 1.357, 6th floor, in the City and State of São Paulo.

Call notice: Call notice dismissed due to the attendance of the totality of the members of the Board of Directors, in accordance with item 6 of its Internal Regiment.

Attendance: The totality of the members of the Board of Directors of the Company in office were present: Messrs. José Luciano Duarte Penido (Chairman of the Board); Alexandre Gonçalves Silva; Alexandre Silva D'Ambrósio; Carlos Augusto Lira Aguiar; Eduardo Rath Fingerl; João Carvalho de Miranda; Julio Cesar Maciel Ramundo; Marcos Barbosa Pinto; and Raul Calfat.

Presiding: Sr. José Luciano Duarte Penido - Chairman.

Sra. Claudia Elisete Rockenbach Leal - Secretary.
Agenda: In accordance with the terms of art. 17 of the Company's Bylaws: (i) approve the sale of writ of payment (precatório) issued as a result of a final judicial decision of a lawsuit proposed by the Company, in order to receive amounts arising IPI tax credits; (ii) approve the acceptance of the proposal made by Bank of America to sell the writ of payment (precatório); and (iii) authorize and ratify the Board of Officers to execute any and all necessary acts to fulfill the terms established herein.

Resolutions: After discussion and analysis of the matters included on the Agenda, the following resolutions were passed without reservations and/or qualifications, by the unanimous vote of the Directors in order to:


(i) Approve, in accordance with the Board of Officers' recommendation, the sale of writ of payment (precatório) no. 1183455420134019198, issued as a result of a final judicial decision of a lawsuit proposed by the Company, in order to receive amounts arising IPI tax credits.
(ii) Approve the acceptance of the proposal made by Bank of America to sell the writ of payment (precatório) above mentioned, by the discount amount up to 7,5% on face value.
(iii) Authorize the Board of Executive Officers, in accordance with the Company's Bylaws, to sign all documents and to execute all and any necessary acts to accomplish the resolutions above, and ratifies the document's signatures and the acts already executed.

Closing: There being nothing else to address, the meeting was closed and these minutes were transcribed, read, found to be accurate, approved and signed by all the members of the Board. Attendance: Messrs. José Luciano Duarte Penido (Chairman of the Board of Directos); Alexandre Gonçalves Silva; Alexandre Silva D'Ambrósio; Carlos Augusto Lira Aguiar; Eduardo Rath Fingerl; João Carvalho de Miranda; Julio Cesar Maciel Ramundo; Marcos Barbosa Pinto; and Raul Calfat; and Claudia Elisete Rockenbach Leal - Secretary.

São Paulo, May 27, 2014
We certify that the present instrument is a true copy of the Minutes of the Extraordinary Board of Directors Meeting held on May 27, 2014, recorded in the appropriate book.

José Luciano Duarte Penido Claudia Elisete Rockenbach Leal

Chairman Secretary

distributed by