FIBRIA CELULOSE S


FIBRIA CELULOSE S.A.

Publicly-Held Corporation


Corporate Taxpayer ID (CNPJ) No. 60.643.228/0001-21 Company Registry (NIRE) 35.300.022.807 | CVM Code No. 12793


MATERIAL FACT Proposal of Distribution of Interim Dividends


FIBRIA CELULOSE S.A. (BM&FBOVESPA: FIBR3 | NYSE: FBR) ('FIBRIA' or

'Company'), as per the terms of Instruction No. 358, issued by the Brazilian Securities and Exchange Commission - CVM on January 3rd, 2002, as amended, hereby informs its shareholders and the market in general that the Company's Board of Directors approved, on this date, among other matters, the proposal for the distribution of interim dividends on an extraordinary basis ('Management Proposal'). Such proposal will be submitted to the Company's extraordinary general shareholders' meeting to be called for November 30, 2015, at 02:30PM.


According to the Management Proposal, the total amount of the dividends to be distributed to the shareholders is R$ 2,000,000,000.00 (two billion Brazilian reais), equivalent to R$ 3.612778081 per share issued by the Company, to be declared and paid against the Company's account of Reserve for Investments, approved in the Company's Ordinary General Shareholders' Meeting held on April 28, 2015 and registered in the Company's quarterly financial statements of June 30, 2015.


The Management of FIBRIA, considering the generation of cash by the Company in the fiscal year of 2015 and the percentage of the Reserve for Investments to be used, acknowledges that the proposed distribution, if approved by the extraordinary general shareholders' meeting, will not cause any adverse effect on the Company's credit rating, its business plan or its future perspective of investments, and it shall not harm the capital budget of the Company, as approved in the Ordinary General Shareholders' Meeting held on April 28, 2015.


The Company's Management proposes that the interim dividends on an extraordinary basis, once approved in the extraordinary general shareholders' meeting, are paid to the shareholders owners of shares issued by the Company in a sole installment, by the end of this fiscal year, in a date to be decided by the shareholders in the relevant general shareholders' meeting.


The Management Proposal is filed at the Company´s head offices and it is available in the Company's website (www.fibria.com.br), the websites of the Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br).


São Paulo, October 22, 2015


FIBRIA CELULOSE S.A. Guilherme Perboyre Cavalcanti

CFO and Investor Relations' Officer

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