FIBRIA CELULOSE Date, Time and Place: Held on January 28, 2015, at 8:30AM, at Fidêncio Ramos
Street, no 302, 4th floor, Vila Olímpia, City of São Paulo, State of São Paulo.
Call notice: The Board of Directors members were dully called pursuant the item 6 of its Rules of Procedures.
Attendance: The majority of the members of the Board of Directors : José Luciano Duarte Penido (Chairman of the Board); Carlos Augusto Lira Aguiar; Eduardo Rath Fingerl; João Carvalho de Miranda; João Henrique Batista de Souza Schmidt; Julio Cesar Maciel Ramundo; Marcos Barbosa Pinto; and Raul Calfat. Was justified the absence of sitting Director Mr. Alexandre Gonçalves Silva.
Presiding: José Luciano Duarte Penido - Chairman of the Board of Directors.
Claudia Elisete Rockenbach Leal - Secretary
Agenda: (i) to examine the Management Annual Report, the financial statements of the Company and the respective explanatory notes, regarding the fiscal year ended December 31, 2014, with the independent auditors' opinion, Fiscal Council's opinion and the Annual Report of the Statutory Audit Committee; (ii) to analyze the destination of profits and the distribution of dividends; ands (iii) to approve the donation of real state properties of the Company
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 the Company's financial statements, the respective explanatory notes, the Management Annual Report and other statements regarding the fiscal year ended December 31, 2014, taking into account the independent auditors' opinion issued by PricewaterhouseCoopers Auditores Independentes, the Fiscal Council's opinion and the Annual Report of the Statutory Audit Committee, and to submit such documents to the Ordinary Shareholders Meeting.
(ii) Approve the destination of profits and the distribution of dividends under the terms of the Company's financial statements and other documents approved in (i), above, and recommend at the Company's shareholders' meeting the distribution of the minimum mandatory dividends, corresponding to 25% of net profit, as adjusted by changes in reserves on the balance sheet as of December 31, 2014, of R$0.07 (seven cents of reais) per share, totaling R$36.951.105,33 (thirty-six million, nine hundred and fifty-one thousand, one hundred and five reais and thirty-three cents).
(iii) Approve the donation of real estate properties of the Company, located in the
State of Mato Grosso do Sul, in accordance with the list below:
Municipality / State | Name of the Real Estate Property | Registration number | Total Area (ha) | Area to be donated (ha) | Book Value (BRL) | Recipient of the Donation |
Brasilândia/MS | Fazenda Jandaia | 7.439 | 7,5916 | 7,5916 | 135.000,00 | Prefeitura Municipal de Brasilândia/MS |
Três Lagoas/MS | Fazenda Rancho Fundo | 47.121 | 12,10 | 12,10 | 490.000,00 | Prefeitura Municipal de Três Lagoas/MS |
Três Lagoas/MS | Fazenda Alagoas | 23.562 | 32,09 | 32,09 | 49.715,76 | Prefeitura Municipal de Três Lagoas/MS |
The Executive Board of Fibria is hereby duly authorized to sign any and all documents necessary to implement the decision registered above in (iii), according to the provisions set forth in its Bylaws. In addition, the acts previously performed by said Executive Board are hereby ratified.
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 Directos); Carlos Augusto Lira Aguiar; Eduardo Rath Fingerl; João Carvalho de Miranda; João Henrique Batista de Souza Schmidt; Julio Cesar Maciel Ramundo; Marcos Barbosa Pinto; and Raul Calfat.; and Claudia Elisete Rockenbach Leal - Secretary.
São Paulo, January 28, 2015
We certify that the present instrument is a true copy of the Minutes of the Ordinary
Board of Directors Meeting held on January 28, 2015, recorded in the appropriate book.
Chairman Secretary
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