FIBRIA CELULOSE Date, Time and Place: Held on August 28, 2014, at 08:30 AM, at L'Hotel, at Alameda Campinas, no. 266, Jardim Paulista, in the city of São Paulo, State of São Paulo.
Call notice: The Board of Directors' members were duly convened, 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 article 17 of the Company's Bylaws, (i) approve the review of the plans of fund raising and liability management of the Company for 2014; (ii) authorize the Board of Officers to execute any and all necessary acts to fulfill the terms established herein; and (iii) assign the resignation of Mr. Samuel de Paula Matos from the position of the Board of Directors' alternate member and member of the Statutory Audit Committee.
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) As per the authorization granted on December 12, 2013, recorded in the Minutes of the Ordinary Meeting of the Board of Directors of the Company, filed before the Trade Board under the no. 11.286/14-3, in session on January 8, 2014, and the recommendation of the company's Financial Committee, the Board of Directors agreed with (a) the review of the plan of liability management for 2014, to increase the limit up to USD 400,000,000.00 (four hundred million dollars), in the total amount of USD 2,100,000,000.00 (two billion and one hundred million dollars) in the exercise of 2014, being the Board of Officers authorized to repurchase existing debts at appropriate time, respecting the limit approved herein; (b) the review of the plan of possible fund raising in 2014, to increase the limit up to USD 400,000,000.00 (four hundred million dollars), in the total amount of USD 1,500,000,000.00 (one billion and five hundred million dollars) in the exercise of 2014. Additionally, the Board granted pre-authorization to the Board of Officers to decide on the time to make the possible new issues of debt, through the monitoring of the company's Financial Committee.
(ii) The Board of Officers is duly authorized to perform all and any acts necessary for the implementation of the resolutions mentioned above.
(iii) Assign the resignation submitted on this date by Mr. Samuel de Paula Matos, Brazilian citizen, married, economist and accountant, bearer of ID n. 4.104.837 issued by SSP/SP and enrolled in the CPF/MF under n. 069.815.428-20, resident and domiciled in the city of São Paulo, state of São Paulo, on Al. Sarutaiá, 320/62, CEP 01403-010, from the duty of alternate member of the Board of Director, to which he was elected under the terms set forth in the Minutes of the Ordinary General Meeting, held on April 26, 2013, and registered with the Trade Board of the State of São Paulo on June 6, 2013, under no. 211.823/13-2, with effect from September 30,
2014. The referred resignation is also related to the exercise of the duty of a member and financial specialist of the Statutory Audit Committee.
The resolutions taken in (iii) above are "ad referendum" of the General Shareholders'
Meeting.
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: José Luciano Duarte Penido - Chairman of the Board of Directors and Chair of the Meeting; 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, August 28, 2014
We certify that the present instrument is a true copy of the Minutes of the Ordinary
Board of Directors Meeting held on August 28, 2014, recorded in the appropriate book.
Chairman Secretary
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