MATERIAL FACT SUZANO PAPEL E CELULOSE S.A.

Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55
Company Registry (NIRE): 29.3.0001633-1

MATERIAL FACT São Paulo, June 4th, 2014 - SUZANO PAPEL E CELULOSE S.A. ("Suzano") hereby informs that, through a subsidiary, it signed an agreement for the acquisition of all the shares of Vale Florestar Fundo de Investimento em Participações ("Fundo Vale Florestar"), for five hundred twenty-eight million, nine hundred forty thousand, nine hundred six reais and fifteen cents (R$528,940,906.15). The shares of Fundo Vale Florestar are held by Vale S.A, BNDES Participações S.A. - BNDESPAR, Fundação dos Economiários Federais - FUNCEF, and Fundação Petrobrás de Seguridade Social - PETROS.

The acquisition was formalized through a Share Assignment Agreement, with a down payment of forty- four million, nine hundred ninety-eight thousand, one hundred thirty-seven reais and thirty-one cents (R$44,998,137.31) to be made on the settlement date and the balance in annual and successive installments of ten (10) to fifteen (15) years, with the first of those installments payable one (1) year after the settlement date.
The assets owned by Fundo Vale Florestar comprise 45,000 hectares of eucalyptus forests planted in leased areas in the state of Pará. The forestry assets were acquired to supply wood to the Maranhão Unit. The transaction is in line with Suzano's strategy of pursuing structural competitiveness in order to maximize business profitability, the main benefits of which are increased harvest flexibility, forest management by Suzano and long-term payment.
The conclusion of the transaction is subject to the fulfillment of the usual conditions precedent and
approval by Brazil's antitrust agency CADE (Conselho Administrativo de Defesa Econômica).
With the settlement of this operation, the Purchase and Sale Agreement of Standing Forests, entered into on July 13, 2009 between Suzano and Vale S.A. stands canceled.
Suzano will hold a conference call today at 9 a.m. (Brasília time) to clarify your doubts. The dial-in numbers for Portuguese speakers are (+55 11) 4688-6361, (+55 11) 3193-1001 or (+55 11) 2820-4001. English speakers should dial +1 786 924-6977.
São Paulo, June 4th, 2014. Marcelo Feriozzi Bacci
Chief Financial and Investor Relations Officer

distributed by