Fibria Celulose S.A. (FBR)

Fractional Shares

We do not currently intend to issue fractional shares if the reverse stock split is implemented. Shareholders who otherwise would hold fractional shares because the number of shares of Class A or Class B common stock they held before the reverse stock split would not be evenly divisible based upon the reverse split ratio selected by the Board of Directors will be entitled to cash payments (without interest or deduction) in respect of such fractional shares. To avoid the existence of fractional shares of our common stock, we will make arrangements for our transfer agent to aggregate all fractional shares and sell those shares in the open market. The proceeds will be allocated to the shareholders’ respective accounts pro rata in lieu of fractional shares. The ownership of a fractional interest will not give the holder any voting, dividend or other rights, except to receive the above-described cash payment. If the reverse stock split is implemented, the Company will not be responsible for any brokerage fees or commissions related to the transfer agent’s sale of these shares in the open market.

-11-

Our Amended and Restated Articles provide for the conversion, at our option, of shares of our Class B common stock into shares of our Class A common stock in certain circumstances, including upon a sale or other transfer. If the reverse stock split is implemented, we intend to cause any fractional shares of Class B common stock otherwise issuable by us as a result of the reverse stock split to be converted in accordance with our Amended and Restated Articles into an equivalent number of fractional shares of Class A common stock and sold in the open market by our transfer agent with all other fractional shares of Class A common stock.