**Exhibit 3.2**

 

***VOTORANTIM CELULOSE E PAPELS.A.*** SHAREHOLDERS’ AGREEMENT

 

By the present instrument:

 

on the one hand,

 

**I.  *BNDES PARTICIPAÇÕES S.A. -BNDESPAR***,a wholly owned subsidiary of *BANCO**NACIONALDE DESENVOLVIMENTO ECONÔMICO E SOCIAL — BNDES*, headquartered inthe city of Brasília, Distrito Federal, in Setor Bancário Sul, Conjunto 1,Bloco “J”, Edifício BNDES — 12th and 13th floors, and with offices in the city of Rio deJaneiro, state of Rio de Janeiro, at Avenida República do Chile, 100, parte,registered with the National Corporate Taxpayer Register of the Ministry ofFinance under CNPJ/MF no 00.383.281/0001-09, in this act represented inaccordance with its bylaws (“BNDESPAR”),

 

and, on the other hand,

 

**II.  *VOTORANTIM INDUSTRIAL S.A.***, headquartered in the city of São Paulo,state of São Paulo, at Rua Amauri, 255/13th floor, cj. A, registered with the NationalCorporate Taxpayer Register of the Ministry of Finance under CNPJ/MF no03.407.049/0001-51, in this act represented in accordance with its bylaws (“VID”);

 

BNDESPAR and VID are together referred toherein as the “Parties” or “Shareholders” and each individually as a “Party” or“Shareholder”,

 

and, as an intervening party

 

**III.  *VOTORANTIM CELULOSE EPAPEL S.A.***,headquartered in the city of São Paulo, state of São Paulo, at Alameda Santos,1357/6th floor, registered with the National Corporate Taxpayer Register underCNPJ no 60.643.228/0001-21, hereinafter “VCP” or the “Company”,

 

**RECITALS**

 

**WHEREAS**theCompany is a company with activities worldwide, whose strategic focus forgrowth is eucalyptus pulp production;

 

**WHEREAS**theParties are Shareholders of the Company and, as of the date hereof, hold directparticipations as shown in Annex 2.2; and

 

**WHEREAS**the Company****intends to have its shares traded on the special segment of the *BM&FBovespa S.A. Bolsa de Valores Mercadorias e Futuros*(“Bovespa”) stock exchange called the *Novo Mercado*,amending its bylaws to comply with the Listing Regulation of the *Novo Mercado* (“Adherence to the *Novo Mercado*”),

 

the Parties hereby resolve to enter into the presentShareholders’ Agreement (the “Agreement”), on the terms and for all the effectsof article 118 of Law no 6.404, of December 15, 1976 (the “BrazilianCorporations Law”), in accordance with the clauses and conditions that followas 

 

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freely accepted, obligating themselves to comply andcausing it to be complied with the Agreement.

 

**CLAUSE 1 -COMPLIANCE WITH THE AGREEMENT**

** **

1.1                                 The Parties agree directly andindirectly, and irrevocably and irreversibly, to perform this Agreement andexercise the voting right attached to the Linked Shares (as defined below) ofthe Company in accordance with this Agreement.

 

1.2                                 Immediately after execution of thisAgreement, any of the Parties may file with the Company a copy for annotationin its share register (or with the financial institution providing book-entryshare services, as the case may be) and for making it known to its Directors,who shall observe and comply with the provisions agreed hereunder.

 

1.3                                 Whenever any Clause of thisAgreement contains a voting agreement, the Company is hereby authorized andrequired to count the votes of the Parties, as agreed hereunder.

 

1.4                                 This Agreement shall be binding upon theDirectors appointed by the Parties, and these Directors shall be subject to allthe terms and conditions hereof.

 

**CLAUSE 2 -REGARDING THE COMPANY AND LINKED SHARES**

** **

2.1                                 The Company is a publicly-heldcorporation with shares traded on the Bovespa and American Depository Receipts(ADRs) traded on the New York Stock Exchange, in the United States of America.

 

2.2                                 Thecapital stock of the Company as of this date is R$7,587,144,784.59(seven billion, five hundred eighty-seven million, one hundred and forty-fourthousand, seven hundred eighty-four *reais* andfifty-nine *centavos*), dividedinto 467,934,646 (four hundred sixty-seven million, nine hundredthirty-four thousand, six hundred forty-six) commonshares, distributed among the Parties as shown in Annex 2.2.

 

2.3                                 This Agreement is binding upon theshares described in the annexes mentioned in this Clause 2 held directly orindirectly by the Parties, and thus such shares become subject to allprovisions herein, including the exercise of the voting right (the “LimitedShares”).

 

2.3.1                             From the date of execution of thisAgreement to the end of the Restricted Period (as defined below), the shares ofthe Company listed in Annex 2.3.1 directly or indirectly held bythe Parties shall be subject to this Agreement; and

 

2.3.2                             After the Restricted Period (asdefined below), the shares of the Company listed in Annex 2.3.2 directlyor indirectly held by the Parties shall be subject to this Agreement.

 

2.4                                 The Parties hereby represent andwarrant that they are the sole and legal owners and holders of the LinkedShares.

 

2.5                                 In order to preserve the percentageof the Company’s capital subject to this Agreement, the shares of the Companythat may be acquired by any of the Parties as result of stock dividends 

 

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and/orstock splits of Linked Shares, or as result of the exercise of a preemptive orpriority right to subscribe for shares of the Company or securities or rightsto securities convertible or exchangeable into or conferring subscriptionrights to shares of the Company, shall become automatically subject to theAgreement and deemed to be Linked Shares.

 

2.5.1                             If, in future issuances carried outby the Company (each, a “Future Issuance”), any Party elects not to exerciseits preemptive or priority right to subscribe for shares of the Company orsecurities or rights convertible into shares or exchangeable for shares orconferring rights to subscribe for shares, such Party shall grant the otherParty a preemptive right to assign its respective preemptive or priority rightat the price and in the conditions for negotiation of such rights in themarket, in the amount necessary for the assignee to be able to maintain thepercentage of the capital stock of the Company subject to this Agreement.

 

2.5.2                             Without prejudice to item 2.5.1. aboveand without prejudice to the Parties’ rights to dispose of their shares notsubject to this Agreement, the Parties agree, during the Restricted Period, tolink shares issued by the Company held by them at the time of the FutureIssuance in a number sufficient to maintain, at the time of Adherence to the *Novo Mercado*, 50.1% of the capital stock of the Company.

 

**CLAUSE 3 -MANAGEMENT OF THE COMPANY**

** **

3.1                                 The Company shall be managed by aBoard of Directors consisting of at least 7 (seven) and no more than 12(twelve) members, and an Executive Board.

 

3.2                                 At the date of execution of thisAgreement, BNDESPAR shall be entitled to appoint up to 2 (two) members ofthe Board of Directors of the Company, and the remaining members shall beappointed by VID.

 

3.2.1                             After Adherence to the *Novo Mercado* and until the end of the Restricted Period (asdefined below), BNDESPAR shall be entitled to appoint up to 2(two) members of the Board of Directors of the Company, and the remainingmembers shall be appointed by VID.

 

3.2.2                             After the end of the RestrictedPeriod, BNDESPAR shall be entitled to appoint 1 (one) member of the Boardof Directors of the Company, and the remaining members shall be appointed byVID.

 

3.2.3                             These appointment rights arenon-assignable, and thus they do not accompany Linked Shares that may bedisposed of by the Parties to any third party.

 

3.3                                 The Parties will participate in themanagement of the Company through representative(s) on the Board ofDirectors, and each Party shall (i) appoint skilled professionals witheducational backgrounds and experience in managing businesses, with knowledgeof the best corporate governance practices, available time, strategic visionconsistent with the business purposes of the Company and holding no interest incompanies competing with the Company, and without any prior historydiscrediting their reputation, and (ii) cause their Director(s) thusappointed to faithfully comply with the provisions of this Agreement.

 

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3.4                                 The Parties shall exercise theirvoting right in such a way as to ensure that the representatives appointed bythe Parties be elected to the Board of Directors of the Company, includingaccumulating their votes if there is cumulative voting, and the Parties alsoagree that in the event of the removal, resignation and/or substitution ofDirector(s), all Parties shall follow the vote of the Party(ies) that hadappointed the removed, resigned or substituted Director(s).

 

3.5                                 Each Party shall cause the Director(s) electedby their appointment to the Board of Directors or their respective alternatesto attend the meetings of the Board of Directors and vote together with theelected representatives appointed by the other Party, forming a unified blockwith a uniform vote as established in the Pre-Meeting (as defined below).

 

3.6                                 Any Director, in the event ofabsence and inability to carry out his duties, and the absence and inability ofhis/her alternate to carry out his/her duties, shall be entitled to appoint,upon specific appointment in writing, another Director to temporarilysubstitute him/her at a meeting of the Board of Directors of the Company and/ora Pre-Meeting of the Board of Directors. The appointment referred to in this Clause 3.6 shall specify theDirector appointed as representative and provide voting instructions for theresolutions on the matters included in the agenda.

 

3.7                                 If the absent or unable Directorand/or his/her alternate do(es) not appoint another Director to substitutehim/her as provided in Clause 3.6 above and his/her vote is required toreach a specific quorum for resolutions, a Director appointed by the otherParty shall be automatically empowered, pursuant to article 653 *et seq*. of the Brazilian Civil Code to represent said Directorat the meeting of the Board of Directors and vote upon the issues pursuant tothis Agreement.

 

**CLAUSE 4 - THERIGHT TO VOTE**

** **

4.1                                 Each Party agrees to attend theShareholders Meetings of the Company and exercise the right to vote conferredupon each of them by their Linked Shares, directly or through its legallyappointed representatives, voting on a uniform basis, as established at thePre-Meeting before the Shareholders Meeting referred to in Clause 4.2below, in all cases in strict compliance with the provisions of this Agreement,in order to ensure more participation of the Parties in the resolutions of theShareholders Meetings of the Company.

 

4.2                                 The Parties agree to hold a meetingprior to (i) each general shareholders meeting, and (ii) the meetingsof the Board of Directors of the Company whose agenda is to resolve on any ofthe matters listed in Clause 4.3 below (“Pre-Meeting”).

 

4.2.1                             Unless otherwise provided for inClause 4.4 below, any and all resolution taken at a Pre-Meeting shall be bindingupon the Parties, whether they have attended the Pre-Meeting or not, and shalldetermine their vote at the respective shareholders meeting or the vote oftheir representatives at the respective meeting of the Board of Directors,regardless of any dissenting votes that may be counted at the Pre-Meeting.  To that effect, each of the Parties herebyand in accordance with the provisions of article 118, paragraph 7, of theBrazilian Corporations Law, grant the other irrevocable and irreversible powersto represent it at each shareholders meeting, in such a way that the absentparties be represented by the attending parties, casting their votes 

 

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strictlyin accordance with the terms established in the minutes of the Pre-Meeting asregards the matters in the agenda of the shareholders meeting concerned.

 

4.2.2                             Unless otherwise provided for inthis Agreement, the resolutions at the Pre-Meeting shall be taken upon theaffirmative vote of simple majority of all votes of the Parties, and each Partyshall be entitled to the number of votes established in the table below:

 
| **Party** | ** ** | **Number of Votes** |
|-----------|------------|-------------------------------|
| VID       |       | 3                             |
| BNDESPAR  |       | 2                             |

 

4.2.3                             The Pre-Meeting shall be convened byany of the Parties, upon written notice, evidenced by return receipt, and itshall be held at least 2 (two) business days before the date scheduled forthe shareholders meeting or the meeting of the Board of Directors concerned, inall cases subject to there being at least 15 (fifteen) days between thedate of receipt of the call notice and the date of the Pre-Meeting, and theParties shall attend it through their representatives (whether Directors ornot), empowered to represent each of them and resolve on the matters discussedthereat.  Written notice or any otherformality shall not be required for a Pre-Meeting at which all Parties attend.

 

4.2.4                             In the event of absence of therepresentative of any of the Parties at a Pre-Meeting duly convened, theattending Party shall be entitled to convene a second Pre-Meeting to meet atleast 1 (one) business day before the date scheduled for the shareholdersmeeting or meeting of the Board of Directors concerned, with no need to complywith the minimum period of notice rule, in order to resolve on the same matter.  If the Party that failed to appear at thefirst call does not appear at the second call, the other Party may resolve onany and all matters strictly within the scope of the agenda, and theresolutions thus taken shall be binding upon the Party that has not attendedthe Pre-Meeting as well as upon the members of the Board of Directors who havebeen elected by such Party.

 

4.2.5                             If the Pre-Meeting is not held atfirst call and/or at second call, or if no resolution is taken at aPre-Meeting, at first call and/or at second call, on the matters of theshareholders meeting agenda, the Parties shall be required not to resolve onall or part of the items included in the agenda of said shareholders meeting,and give instructions to their representatives on the Board of Directors not toresolve on all or part of the items of the agenda of the respective meeting ofthe Board of Directors.

 

4.2.6                             Minutes of each Pre-Meeting shall bedrawn up and signed by the attending Party(ies), with the instructions of theprevailing vote, which shall be given to the Parties, and from the Parties inturn to their respective representative(s) at the shareholders meetingand/or to the members of the Board of Directors appointed by them, who shallfollow such instructions.

 

4.3                                 During the term of this Agreement,the following matters may only be approved with the express consent of BNDESPARat a Pre-Meeting:

 

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a)              indebtedness to be incurred by theCompany and its subsidiaries that, as of the moment the proceeds of such debttransactions are received, would result in a Net Debt/EBITDA Ratio (“Ratio”),considered on a consolidated basis, exceeding the following parameters: (i) forindebtedness incurred in 2009, 8 (eight) times the Ratio; (ii) for indebtednessincurred in 2010, 7 (seven) times the Ratio; (iii) for indebtednessincurred in 2011, 6 (six) times the Ratio; and (iv) for indebtednessincurred in 2012 and in each year thereafter, 5 (five) times the Ratio, ineach case where the applicable EBITDA figure shall be calculated over the last12 (twelve) months cumulative to the base date of the most recentQuarterly Information Report (“Indebtedness Parameters”);

 

b)             a reduction of the Company’s capitalstock;

 

c)              a proposal of an extrajudicial restructuringplan, filing for judicial restructuring or bankruptcy by the Company or itssubsidiaries;

 

d)             liquidation or dissolution of theCompany or any subsidiary;

 

e)              a reduction of the compulsorydividend of the Company;

 

f)                any proposal for distributingdividends or interest on shareholders’ equity, to the extent that the reductionin the Company’s cash would result in an increase in the Ratio to a levelexceeding the Indebtedness Parameters;

 

g)             participation by the Company in agroup of companies;

 

h)             change of Company’s listing statusfrom the *Novo Mercado* segment to a lower listingsegment on Bovespa or deregistration of the Company as a publicly-heldcorporation;

 

i)                 any amendment to the Bylaws of theCompany before Adherence to the *Novo Mercado*, includingadjustment of said Bylaws to the rules of the *Novo Mercado*Listing Regulations, and the parties hereby agree that said adjustment shall bebased on the current market practices;

 

j)                 after Adherence to the *Novo Mercado*, amendment to the articles of the Bylawsregarding the corporate purpose of the Company, Fiscal Council, diffuse controland maintenance of a dispersed share ownership;

 

k)              conversion, consolidation, split ormerger, including of shares, involving the Company and its subsidiaries, includingswaps or payment in kind using shares, except for transactions resulting inintegration of the activities of the Company and Aracruz Celulose S.A.;

 

l)                 increase of the Company’s capitalstock, issuance of any security convertible into or exchangeable for shares,including the determination of the issuance price of shares to be issued andthe price of the security convertible into or exchangeable for Shares;

 

m)           any transaction between the Companyand/or its subsidiaries, on the one hand, and any related parties on the other,in an amount exceeding R$20,000,000.00 (twenty million r*eais*)per year, except (i) inter-group agreements for the supply of electricenergy and provision of shared services (such as administrative, financial,logistics and information technology services) up to

 

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anaggregate annual amount of R$80,000,000.00 (eighty million *reais*), (ii) financial investmentsunder market conditions in an amount up to R$200,000,000.00 (two hundredmillion *reais*) and (iii) agreementsto protect global cash flow exposure of up to R$100,000,000.00 (one hundredmillion *reais*);

 

n)             disposal of or encumbrance on fixed assets, by the Company,whose amount in a period of 12 (twelve) months have exceeded, individuallyor in the aggregate, 5% (five percent) of the total assets calculated basedon the most recent Quarterly Information Report (ITR);

 

o)             any proposal to create reserves, provisions or for changingaccounting criteria in an amount that, individually or in the aggregate,exceeds 10% (ten percent) of shareholders’ equity of the Companycalculated based on the most recent Quarterly Information Report (ITR);

 

p)             the approval of the Company’s annual budget if such annualbudget results in an increase in the Ratio above the Indebtedness Parameters;

 

q)             execution of agreements of any nature in an individual amountexceeding R$500,000,000.00 (five hundred million *reais*), except the agreements provided forin the other provisions of this Clause;

 

r)                capital expenditures not provided for in the business orbudget plan approved by the Board of Directors of the Company, where theindividual amount exceeds R$500,000,000.00 (five hundred million *reais*);

 

s)              acquisition by the Company of a material interest, as definedby applicable law, not provided for in the business or budget plan approved bythe Board of Directors of the Company, where the individual amount exceedsR$500,000,000.00 (five hundred million *reais*);

 

t)                creation of encumbrances or guarantees by the Company and/orits subsidiaries to ensure performance of third-party obligations, exceptobligations of subsidiaries;

 

u)             acquisition of any equity interest in companies whose corebusiness is not provided within the scope of the business purpose of theCompany or investments in businesses alien to the business purposes of theCompany; and

 

v)             reappraisal ofassets of the Company that would result in an increase in the valuation of theasset in an amount exceeding R$50,000,000.00 (fifty million *reais*).

 

4.3.2                             If BNDESPAR does not agree with any of the matters listed inClause 4.3 above, it shall justify its position in writing, in all casesconsidering the best interest of the Company.

 

4.4                                 Notwithstanding the provisions above, the resolutions takenat the Pre-Meeting shall not bind the vote of BNDESPAR or of the membersappointed by BNDESPAR to the Board of Directors in matters related to:

 

a)              rendering of accounts;

 

b)             review, discussion and resolution on the Management Reportand financial statements; and

 

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c)              modalities defined as abuse of power in article 117,paragraph 1, of the Brazilian Corporations Law.

 

4.5                                 In respect of the resolution to determine the globalcompensation of management, VID agrees to adopt a compensation policyconsistent with the practices adopted by similar companies.

 

**CLAUSE 5 - SHARE TRANSFERRESTRICTIONS**

** **

5.1                                 The Parties agree not to sell, promise to sell, exchange,donate or otherwise dispose of, transfer or encumber, directly or indirectly,in whole or in part, the Linked Shares for a period of 36 (thirty-six) monthsas of the execution of this Agreement (“Restricted Period”).

 

**CLAUSE 6 - DISPOSITIONS AFTERTHE RESTRICTED PERIOD**

** **

6.1                                 After the expiration of the Restricted Period, if BNDESPARelects to sell or assign shares issued by the Company owned by BNDESPAR to acompany engaged in the paper and/or pulp industry (a “Strategic Investor”), inorder to reduce its equity interest in the total capital of the Company to apercentage lower than 9.72% (nine and seventy-two one-hundredths percent),the consummation of such disposition shall be in compliance with BNDESPAR’sobligation to allow VID to exercise its right of first refusal to acquire, atits sole discretion, all Linked Shares that BNDESPAR offers to sell or assign(the “Offered Shares”), under the following conditions:

 

6.1.1                             BNDESPAR shall send written notice to VID, evidenced byreturn receipt, indicating the number of Offered Shares, the price and thepayment conditions thereof, and the name and other information of the prospectbuyer, if any, providing all elements that allow VID to properly assess theoffering (“Offering”).

 

6.1.2                             VID shall have 45 (forty-five) days as of receipt ofsaid notice to exercise its right of first refusal to acquire all Linked Sharesoffered by BNDESPAR under the Offering, provided that the Offering shall bedeemed refused if no answer is given in writing within the established periodof time.

 

6.1.3                             If VID exercises its right of first refusal, the transfer ofthe Linked Shares subject to VID’s right of first refusal shall take effect inthe 60 (sixty) days after the expiration of the period provided for inClause 6.1.2 above.

 

6.1.4                             If VID does not exercise its right of first refusal withinthe period stipulated in Clause 6.1.2, BNDESPAR shall be entitled to sellthe shares under the Offering in the following 60 (sixty) days in the sameconditions as the Offering.  If the saleis not made within this 60 (sixty)-day period, BNDESPAR shall be obligated torestart the procedure provided for in this Clause.

 

6.2                                 The provisions of this Clause shall also apply to theassignment of rights to subscribe for new common shares.

 

6.3                                 Noncompliance with the procedure provided for in this clauseas regards the right of first refusal shall render the sale, transfer orassignment of Linked Shares null and void.

 

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6.4                                 If BNDESPAR intends to sell or assign shares of the Companyowned by BNDESPAR to a Strategic Investor, pursuant to Clause 6.1., over astock exchange or upon public offering of shares (“Public Auction”), thedisposition of the shares shall be made subject to VID’s right of first refusalto acquire such shares at the price published in the Public Auction, asprovided for in this Clause.

 

6.4.1                             In the event of a Public Auction, VID shall have 5 (five)days to exercise its right of first refusal, which period shall only startafter the price per share is established.

 

6.4.2                             BNDESPAR shall retain title to the shares described in thisClause until VID elects to exercise or not to exercise its right of firstrefusal.

 

6.5                                 If VID elects not to exercise its right of first refusalprovided for herein, the buyer(s) of the Offered Shares, pursuant to thisClause 6, shall not be subject to this Agreement.

 

6.6                                 After the Restricted Period, if BNDESPAR elects to sell orassign the shares issued by the Company it owns, over a BOVESPA tradingsession, in order to reduce its equity interest in the total capital of theCompany to a percentage lower than 9.72% (nine and seventy-twoone-hundredths percent), the right of first refusal set forth in this Clause 6shall not apply, and the consummation of said disposition, to the extent thatit is in an amount equal to or exceeding R$50,000,000.00 (fifty million *reais*) for each 3 (three)-month period,shall be made only upon BNDESPAR sending notice to VID, at least 30(thirty) days before the date scheduled for commencement of the sale, ofits intent to dispose of the shares, and specifying the number of shares to bedisposed of.

 

**CLAUSE 7 - TAG-ALONG RIGHT**

** **

7.1                                 After the Restricted Period and until the expiration of the12 (twelve)-month period thereafter, but not after the Adherence to the *Novo Mercado*, if VID elects to dispose of, directly orindirectly, through one or more transactions, all or part of the Linked Sharesowned by VID and representing its controlling interest in the Company (“Dispositionof Controlling Interest”), BNDESPAR shall be entitled to dispose of, jointlywith VID, all its shares issued by the Company, other than (i) the sharesheld on January 19, 2009; (ii) the shares acquired from third partiesafter such date; and (iii) the shares resulting from stock dividends,splits and exercise of preference rights assured by the shares referred to initems (i) and (ii) of this Clause (“Tag-Along Right”).

 

7.2                                 In the scenario envisioned in Clause 7.1, VID shall sendwritten notice to BNDESPAR and to the Company of the intended disposition (“Noticeof Sale”) and establishing a term of up to 60 (sixty) days after theNotice of Sale to consummate the disposition (“Date of Sale”).  The Notice of Sale shall be accompanied bythe draft of the disposition agreement negotiated by them, and shall specify:the number of Linked Shares offered, the price and payment conditions thereof,the name and other information of the prospective buyer, and a confirmationthat the prospective buyer was informed of the Tag-Along Right.

 

7.3                                 If BNDESPAR intends to exercise its Tag-Along Right, it shallsend written notice to VID and to the prospective buyer within 30(thirty) days of receipt of the Notice of Sale, 

 

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specifying  the number of shares issued by the Companythat BNDESPAR owns and intends to dispose of.

 

7.4                                 The price per share to be paid by the prospective buyer to BNDESPARshall be equal to the price per share paid to VID, regardless of the type ofshare.  The conditions of the dispositionshall also be the same for VID and BNDESPAR.

 

7.5                                 If the prospective buyer refuses to complete the purchase ofall shares that BNDESPAR has proposed to dispose of upon exercising itsTag-Along Right, VID shall be prevented from selling any of its Linked Sharesrepresenting the controlling interest in the Company to the prospective buyer.

 

7.6                                 If BNDESPAR elects not to exercise its Tag-Along Right, VIDshall be entitled, up to the Date of Sale, to dispose of its Linked Shares atthe same price and under the same terms and conditions specified in the Noticeof Sale.  If the disposition is not consummatedby the Date of Sale and under the offered conditions, the procedures pertainingto the Tag-Along Right as provided for in this Agreement shall be restarted.

 

**CLAUSE 8 - SPECIFIC PERFORMANCE**

** **

8.1                                 Subject to the provisions of this Agreement, the Partiesshall be entitled to petition the Chairman of the Shareholders Meeting of theCompany to declare the invalidity of votes cast against or in conflict with anyprovision of this Agreement.  The membersof the Board of Directors elected by appointment of the Parties shall have thesame right as regards resolutions within the powers of the Board of Directorson any matter provided for in this Agreement.

 

**CLAUSE 9 - TERM**

** **

9.1                                 The provisions of this Agreement shall become effective onthe date of execution hereof and shall be valid for a period of 5(five) years.

 

**CLAUSE 10 - MISCELLANEOUS**

** **

10.1                           This Agreement shall be filed with the Company at itsprincipal place of business, and the Company agrees to strictly comply with allthe terms, provisions and conditions hereof and signs it as intervening party.

 

10.2                           No vote cast by the Parties in breach of the provisions ofthis Agreement shall be accepted or counted at the Shareholders Meetings of theCompany.

 

10.3                           The Company shall include in the agreement executed with thefinancial institution acting as depositary of book-entry shares that the commonshares owned by the Parties are subject to this Agreement, and shall include inits records the following statement: “*Thecommon shares issued by VCP and owned by VID and BNDESPAR are subject to aShareholders’ agreement executed on October 29, 2009, which is duly filedwith VCP at its principal place of business.”*

 

10.4                           The Company shall provide on a semi-annually basis, by June 10and December 10 of each year, the financial statements of April 30and October 31, accompanied by a Comfort Letter 

 

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regardingsuch statements, based on audit procedures and issued by an independentauditing company, as well as the capital stock ownership of the Company,highlighting BNDESPAR’s equity interest as from the date on which BNDESPARbecomes holder of a material equity interest in the Company, meaning an equityinterest (i) exceeding 10% (ten percent) of the capital stock withinfluence on the Management, and (ii) exceeding 20% (twentypercent) of the voting capital, and such information shall duly be keptconfidential.

 

10.5                           The Company shall promptly notify the Parties of any acts,facts or omissions that may result in breach of this Agreement, as well asadopt any measures that may be required by superseding law for the effect orvalidity hereof.

 

10.6                           The Parties shall be generally entitled to be provided withinformation and to inspect the business, books and accounting of the Company,which in turn shall promptly fulfill any requests for information orclarifications made by the Parties.

 

10.7                           In the event of breach by any Party hereto of any of itsobligations under this Agreement, the other Parties shall be entitled to filelegal action to enforce the specific performance hereof, pursuant to article118 of the Brazilian Corporations Law, and in accordance with articles461 *et. seq.* of theBrazilian Code of Civil Procedure.

 

10.8                           On the best terms of the law, the Parties acknowledge that,except as expressly provided for in this Agreement: (i) the failure toexercise, the extension of a period, the forbearance, or the delay inexercising any right to which they may be entitled under this Agreement or bylaw shall not operate as a novation or waiver of such right nor affect theexercise thereof; (ii) the partial exercise of such right shall notprevent them from exercising their remaining rights or from exercising anyother right; (iii) the waiver of any right shall only be valid if grantedin writing; and (iv) the waiver of a right shall be limited to that rightand shall not be deemed as a waiver of any other right under this Agreement.

 

10.9                           All the notices and notifications or any other kind ofcommunication to be delivered pursuant to this Agreement shall be addressed asfollows, at all times in writing and with evidence of return receipt:

 

If to BNDESPAR:

Av. República do Chile, 100

Rio de Janeiro, RJ, Brazil

Fax: 21-2220-2907

At: Superintendente da Área de Mercados Capitais – AMC

 

If to VID:

Rua Amauri, 255 – 13th floor –Conjunto A

São Paulo, SP, Brazil

Fax: 11 3079-9345

At:Sr. Raul Calfat

 

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With a copy to:

Rua Amauri, 255 – 13th floor – Conjunto A

São Paulo, SP, Brazil

Fax: 11 3079-9345

At: Dr. AlexandreD’Ambrósio

 

If to VCP:

Alameda Santos, 1.357 – 8th floor

São Paulo, SP, Brazil

Fax: 11 2138-4066

At: Sr. José Luciano Duarte Penido

 

With a copy to:

Rua Amauri, 255 – 13th floor –Conjunto A

São Paulo, SP, Brazil

Fax: 11 3079-9345

At: Dr. AlexandreD’Ambrósio

 

10.9.1                       Notices and notifications or any other form of communicationshall be deemed delivered on the date included in the return receipt, on thedate of acknowledgment of receipt of the fax message or on the date offormalization of the judicial or extrajudicial notification.

 

10.9.2                       Copies of any and all correspondence exchanged between theParties and/or VCP on the matters included therein shall be sent to the otherParties and/or to VCP, as applicable.

 

10.9.3                       Any changes in the addresses above shall be immediatelycommunicated to the Parties and/or to VCP, and in the absence of saidcommunication, the correspondence sent to the old address shall be deemedcorrectly sent and received for all factual and legal purposes.

 

10.10                     This Agreement is executed irrevocably and irreversibly,except in the scenarios set forth herein, and it is binding upon the Partiesand their respective successors on any account, and shall not be subject toassignment or transfer, whether in whole or in part, unless with prior writtenconsent of the other Party.

 

10.11                     If any term or provision stipulated herein is deemed null,illegal, unenforceable or inapplicable by virtue of a legal provision or afinal judicial decision, all the other conditions and provisions herein shallremain fully effective, and the Parties shall negotiate in good faith anamendment hereto aimed at reestablishing the original scope of the Parties, tothe extent possible.

 

10.12                     The Company executes this Agreement and represents to beaware of its provisions, and, for the purposes of article 118 of the BrazilianCorporations Law, agrees to comply with all provisions hereof.

 

10.13                     The provisions of this Agreement shall prevail over anyprovisions of the Bylaws of the Company that may regulate in a different way anymatter under this Agreement, and thus all said matters shall be construed andgoverned in accordance with the rules of this Agreement.

 

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10.14                     As from the date of execution ofthis Agreement, all amounts hereunder shall be adjusted at every 12(twelve)-month period by the Extended Consumer Price Index (IPC-A) applicablefor the period.

 

10.15                     This Agreement shall be governed by,and construed in accordance with the laws of the Federative Republic of Brazil.

 

10.16                     Any act in breach of any of the rules providedfor in this Agreement shall be deemed null and void before the Company.

 

10.17                     The Parties agree that any disputearising out of this Agreement which cannot be amicably settled by the Partieswithin a period of 30 (thirty) calendar days not subject to extensionshall be resolved by the BOVESPA’s Market Arbitration Chamber (the “ArbitrationChamber”) pursuant to its Regulations (except for the periods set forththerein, which shall be considered tripled), and this Clause 10 shall bedeemed an arbitration clause for the purposes of the provisions of paragraph 1of article 4 of Law 9307/96.  The conductand proper development of the arbitration proceedings shall be equallyincumbent upon the Arbitration Chamber.

 

10.17.1                 The Arbitral Tribunal shall consistof 3 (three) arbitrators, one of whom shall be appointed by the Partyintending to commence arbitration, one by the other Party, and a thirdarbitrator, who shall serve as President of the Arbitral Tribunal, shall beappointed by the arbitrators selected by the Parties.  Should any of the Parties fail to appoint anarbitrator or should the arbitrators appointed fail to reach a consensus as tothe third arbitrator, the President of the Arbitration Chamber shall appointthe third arbitrator as soon as possible.

 

10.17.2                 The Parties acknowledge that anyarbitral award, decision or determination shall be final and binding and shallconstitute a judicial execution instrument binding upon the Parties and theirsuccessors, who agree to comply with the provisions of the arbitral award,regardless of judicial execution.

 

10.17.3                 Notwithstanding the foregoing, eachParty remains entitled (a) to obtain any “provisional measures” that arenecessary before commencement of the arbitration proceedings and such measureshall not be construed as a waiver of the arbitration proceedings by theParties; (b) to enforce any arbitral decision, including the final arbitralaward; and (c) to guarantee the formation of the arbitral tribunal.  For such purpose, the Parties hereby electthe courts of the Judicial District of Rio de Janeiro, State of Rio de Janeiro,waiving any other court however privileged it may be.

 

IN WITNESS WHEREOF, the Parties and VCPexecute this Agreement in 3 (three) counterparts of equal substance andform before the undersigned qualified witnesses.

 

Rio de Janeiro, October 29,2009.

 

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(signature page of theVotorantim Celulose e Papel S.A. Shareholders’ Agreement)

 
| BNDESPAR: |   |   |
|-----------|--------|--------|
|      |   |   |
|      |   |   |
|      |   |   |
| Name:     |   |   |
| Title:    |   |   |
|      |   |   |
| VID:      |   |   |
|      |   |   |
|      |   |   |
|      |   |   |
| Name:     |   |   |
| Title:    |   |   |
|      |   |   |
| VCP:      |   |   |
|      |   |   |
|      |   |   |
|      |   |   |
| Name:     |   |   |
| Title:    |   |   |

 

Witnesses:

 
| 1.                               |   | 2.                               |
|----------------------------------|--------|----------------------------------|
| Name:                            |   | Name:                            |
| ID:                              |   | ID:                              |
| Individual Taxpayer ID (CPF/MF): |   | Individual Taxpayer ID (CPF/MF): |

 

14

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-**Annex 2.2 –**

 

**Number of shares issued by VCP held on October 16, 2009by the Parties**

 
| **Shareholder** | ** ** | **Number of shares held** | ** ** | **% of capital stock*** | ** ** |
|-----------------|------------|---------------------------|------------|-------------------------|------------|
| VID             |       | 137,279,283               |       | 29.3394                 | %          |
| BNDESPAR        |       | 157,360,455               |       | 33.6311                 | %          |
| Total           |       | 294,639,738               |       | 62.9705                 | %          |

 

----

* This percentage wascalculated considering the total capital stock of VCP comprising 467,934,646common shares, under the terms of the Extraordinary General Meeting of VCPconvened August 24, 2009, and excluding the 33,371 shares in treasury.

 

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-**Annex 2.3.1 –**

 

**Number of shares issued by VCP held by the Parties that shallbe subject to the present Agreement until the end of the Restricted Period**

** **
| **Shareholder** | ** ** | **Number of linked shares** | ** ** | **% of capital stock*** | ** ** |
|-----------------|------------|-----------------------------|------------|-------------------------|------------|
| VID             |       | 137,279,283                 |       | 29.3394                 | %          |
| BNDESPAR        |       | 97,139,256                  |       | 20.7606                 | %          |
| Total           |       | 234,418,539                 |       | 50.1                    | %*         |

 

----

* This percentage wascalculated considering the total capital stock of VCP comprising 467,934,646common shares, under the terms of the Extraordinary General Meeting of VCPconvened August 24, 2009, and excluding the 33,371 shares in treasury.

 

16

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-**Annex 2.3.2 –**

 

**Number of shares issued by VCP held by the Parties that shallbe subject to the present Agreement after the Restricted Period**

** **
| **Shareholder** | ** ** | **Number of linked shares** | ** ** | **% of capital stock*** | ** ** |
|-----------------|------------|-----------------------------|------------|-------------------------|------------|
| VID             |       | 137,279,283                 |       | 29.3394                 | %          |
| BNDESPAR        |       | 51,677,153                  |       | 11.0445                 | %          |
| Total           |       | 188,956,436                 |       | 40.3838                 | %*         |

 

----

* This percentage wascalculated considering the total capital stock of VCP comprising 467,934,646common shares, under the terms of the Extraordinary General Meeting of VCPconvened August 24, 2009, and excluding the 33,371 shares in treasury.

 

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