Free
translation from Portuguese
  Exhibit
Number: 3.1.2
 
 Shareholders
Agreement
 Execution
Copy
 
 EXHIBIT 3.1.10 TO THE
INVESTMENT AGREEMENT
 
 SHAREHOLDERS
AGREEMENT OF VOTORANTIM CELULOSE E PAPEL S.A.
 
 By this
agreement:
 
 on the
one part,
 
 I.           BNDES PARTICIPAÇÕES S.A. –
BNDESPAR, wholly-owned subsidiary of the NATIONAL BANK OF ECONOMIC AND
SOCIAL DEVELOPMENT – BNDES, with its principal place of business in the City of
Brasília, Federal District, in the South Banking Sector, Suite 1, Block “J”,
BNDES Building, 12th and
13th
floors, and with offices in the City of Rio de Janeiro, State of Rio de Janeiro,
at Avenida República do Chile, 100, part, enrolled with the National Corporate
Taxpayers Register of the Ministry of Finance under CNPJ/MF No.
00.383.281/0001-09, herein represented pursuant to its Bylaws
(“BNDESPAR”),
 
 And, on
the other part,
 
 II.           VOTORANTIM INDUSTRIAL S.A.,
with its principal place of business in the City of São Paulo, State of São
Paulo, at Rua Amauri, 255/13th floor,
suite A, enrolled with the National Corporate Taxpayers Register of the Ministry
of Finance under CNPJ/MF No. 03.407.049/0001-51, herein represented pursuant to
its By-laws (“VID”),
 
 BNDESPAR
and VID are hereinafter referred to jointly as “Parties” or “Shareholders”, and
individually and indistinctly as a “Party” or a “Shareholder”,
 
 and, as
intervening party
 
 III.           VOTORANTIM CELULOSE E PAPEL
S.A., a company with its principal place of business in the City of São
Paulo, State of São Paulo, at Alameda Santos, 1357, 6th floor,
enrolled with the National Corporate Taxpayers Register under CNPJ No.
60.643.228/0001-21, hereinafter referred to as “VCP” or “Company”,
 
 RECITALS
 
 WHEREAS,the Company is a
global player whose strategy for growth is focused on the production of
eucalyptus pulp;
  
 
 WHEREAS,the Parties are
shareholders of the Company and as of this date hold direct and indirect
interests therein, as provided in Exhibit 2.21;
and
 
 WHEREAS,the Company desires
to have the shares issued by it traded in the share market special segment of
BM&FBovespa S.A. – Bolsa de Mercadorias e Futuros (“Bovespa”) known as Novo
Mercado , thus adapting its Bylaws to the Novo Mercado Listing Regulations
(“Adherence to the Novo Mercado”);
 
 the
Parties agree to execute this Shareholders Agreement according to the terms and
for all effects of article 118 of Law No. 6404, of December 15, 1976
(“Corporation Law”), subject to the clauses and conditions provided for below
and freely accepted by them, and they also agree to comply with this Agreement
and cause it to be complied with (“Agreement”).
 
 SECTION
ONE – AGREEMENT COMPLIANCE
 
 1.1. The
Parties agree, directly and indirectly and irrevocably and irreversibly, to
perform this Agreement and exercise the voting right attached to the Linked
Shares of the Company according to this Agreement.
 
 1.2.
Immediately after execution of this Agreement, any of the Parties may provide
the Company with a copy for annotation in its share register (or with the
financial institution providing book-entry share services, as the case may be)
and for making it known to its Managers, who shall observe and comply with the
provisions agreed hereunder.
 
 1.3.
Whenever any Section of this Agreement is subject to voting agreement, the
Company is hereby authorized and required to compute the votes of the Parties,
as agreed hereunder.
 
 1.4. This
Agreement shall be binding upon the Managers appointed by the Parties, and these
Managers shall be subject to all provision and conditions hereof.
 
 SECTION
TWO – COMPANY AND LINKED SHARES
 
 2.1. The
Company is a publicly-held corporation with shares traded in the Stock Exchange
of São Paulo (Bovespa) and American Depository Receipts (ADRs) in the NYSE,
USA.
 
 2.2. The
capital stock of the Company as of this date is2 [·], divided into [·] common shares and [·] preferred shares,
distributed among the Parties as provided for in Exhibit
2.2.
 
 2.3. This
Agreement is binding upon the shares described in the exhibits mentioned in this
Section held directly and indirectly by the Parties, and thus such shares become
subject to all provisions herein, including the exercise of voting right,
hereinafter referred to simply as Linked Shares.
  Exhibit 2.3.1 3
 
 1
Information to be provided upon conclusion of VCP capital increase and execution
of this Agreement.
 2
Information to be provided upon conclusion of VCP capital increase and execution
of this Agreement.
  
  2.3.2.
From the date of Adherence to the Novo Mercado to the closing date of the
Restricted Period (as defined below), the linked shares of the Company directly
or indirectly held by the Parties as listed in Exhibit 2.3.24 shall be
attached to this Agreement.
 
 2.3.3.
After the Restricted Period (as defined below), the linked shares of the Company
directly or indirectly held by the Parties as listed in Exhibit 2.3.35.
 
 2.4. The
Parties hereby represent and warrant that they are sole and legal owners and
holders of Linked Shares.
 
 2.5. In
order to preserve the percentage of the Company’s capital attached to this
Agreement, the shares of the Company that may be acquired by any of the Parties
as result of stock dividends and/or split of Linked Shares, or as result of
exercise of preemptive or priority right to subscribe for shares of the Company
or securities or convertible or exchangeable rights or conferring subscription
rights, shall become automatically attached and deemed as Linked
Shares.
 
 2.5.1.
If, in future issuances carried out by the Company (“Future Issuance”), any of
the Parties elect not to exercise its preemptive or priority right to subscribe
for shares of the Company or securities or rights convertible into shares or
exchangeable for shares or conferring rights to subscribe for shares, such Party
shall grant the other Party a preemptive right to assign its respective
preemptive or priority right at the price and in the conditions for negotiation
of such rights in the market, in the number necessary for the assignee to be
able to preserve a percentage of the capital stock of the Company attached to
this Agreement.
 
 2.5.2.
Without prejudice to item 2.5.1. above and without prejudice to the Parties’
right to dispose of their shares not attached to this Agreement, the Parties
agree, during the Restricted Period, to attach shares issued by the Company held
by them at the time of the Future Issuance in a number sufficient to ensure, at
the time of Adherence to the Novo Mercado, a 50.1% percentage of the capital
stock of the Company.
 
 ARTICLE
THREE – COMPANY’S MANAGEMENT
 
 3.1. The
Company shall be managed by a Board of Directors consisting of at least seven
(7) and no more than twelve (12) members, and an Executive Board.
 
 3.2 As of
the date of execution of this Agreement, BNDESPAR shall be entitled to appoint
up to two (2) members of the Board of Directors of the Company, and the other
members shall be appointed by VID.
 3 Sum of
(i) all shares issued by the Company owned by VID and (ii) the common shares and
preferred shares issued by the Company owned by BNDESPAR and necessary to ensure
the Parties, at the time of Adherence to the Novo Mercado, a fifty point one per
cent (50.1%) interest in the capital stock of the Company.
 4 Sum of
(i) all shares issued by the Company owned by VID and (ii) the common shares
issued by the Company owned by BNDESPAR and necessary to ensure the Parties a
fifty point one per cent (50.1%) interest in the capital stock of the
Company.
 5 Sum of
(i) all shares issued by the Company owned by VID and (ii) the common shares
issued by the Company owned by BNDESPAR subject to VID’s call
option.
  
 
 3.2.1.
After Adherence to the Novo Mercado and until the closing of the Restricted
Period, as defined below, BNDESPAR shall be entitled to appoint up to two (2)
members of the Board of Directors of the Company, and the other members shall be
appointed by VID.
 
 3.2.2.
After the closing of the Restricted Period, BNDESPAR shall be entitled to
appoint one (1) member of the Board of Directors of the Company, and the other
members shall be appointed by VID.
 
 3.2.3.
These appointment rights are non-assignable, and thus they are not attached to
Linked Shares that may be disposed of by the Parties to any third
party.
 
 3.3. The
Parties may participate in the management of the Company through
representative(s) in the Board of Directors, and each Party shall (i) appoint
skilled professionals with school background and skills in management of
business, knowledge on the best corporate governance practices, available time,
strategic view consistent with the business purposes of the Company and holding
no interest in companies competing with the Company or without any prior history
discrediting its repute, and (ii) cause their Director(s) thus appointed to
comply with the provisions of this Agreement
 3.4. The
Parties shall exercise their voting right in such a way to ensure that the
representatives appointed by the Parties be elected to the Board of Directors of
the Company, including accumulating their votes in the event of multiple voting,
and the Parties also agree that in the event of removal, resignation and/or
substitution of Director(s), all Parties shall follow the vote of the Party(ies)
that have appointed the removed, resigning or substitute
Director(s).
 3.5. Each
Party shall cause the Director(s) elect appointed by them to the Board of
Directors or their respective alternates to attend the meetings of the Board of
Directors and vote as a pool jointly with the elected representatives appointed
by the other Party, with uniform vote as established in the Previous
Meeting.
 3.6. Any
Director, in the event of absence and disability of his/her alternate, shall be
entitled to appoint, upon specific appointment in writing, another Director to
temporarily substitute him/her at a meeting of the Board of Directors of the
Company and/or a Previous Meeting of the Board of Directors. The appointment
referred to in this Section shall specify the Director appointed as
representative and provide voting instructions for the resolutions on the issues
included in the agenda.
 3.7. If
the absent or disable Director and/or his/her alternate does not appoint another
Director to substitute him/her as provided in Section 3.6 above and his/her vote
is required to reach a specific quorum for the resolution, a Director appointed
by the other Party shall be automatically appointed, pursuant to article 653 et
seq. of the Brazilian Civil Code to represent said Director at the meeting of
the Board of Directors and resolve on the issues under this
Agreement.
 
 SECTION
FOUR – VOTING RIGHT
 
 4.1. Each
Party agrees to attend the Shareholders Meetings of the Company and exercise the
right to vote conferred upon each of them by their Linked Shares, directly or
through its representatives legally appointed, voting on an uniform basis, as
determined at the Previous Meeting before the Shareholders Meeting referred to
in Section 4.2 below, always in strict compliance with the provisions of this
Agreement, in order to ensure more participation of the Parties in the
resolutions of the Shareholders Meetings of the Company.
  
 
 4.2. The
Parties agree to hold a previous meeting before (i) each shareholders meeting,
and (ii) the meetings of the Board of Directors of the Company whose agenda is
to resolve on any of the matters listed in Section 4.3 below (“Previous
Meeting”).
 
 4.2.1.
Unless otherwise provided for in Section 4.4 below, any and all resolution taken
at a Previous Meeting shall be binding upon the Parties, whether they have
attended the Previous Meeting or not, and shall determine their vote at the
respective shareholders meeting or the vote of their representatives at the
respective meeting of the Board of Directors, regardless of any dissenting votes
that may be counted at the Previous Meeting. To that effect, each of the Parties
hereby and according to the provisions of article 118, paragraph 7, of the
Corporation Law, grant the other irrevocable and irreversible powers to
represent it at each shareholders meeting, in such a way that the absent parties
be represented by the attending parties, casting their votes strictly according
to the terms established in the minutes of the Previous Meeting as regards the
matters in the agenda of the shareholders meeting concerned.
 
 4.2.2.
Unless otherwise provided for in this Agreement, the resolutions at the Previous
Meeting shall be taken upon affirmative vote of simple majority of all votes of
the Parties, and each Party shall be entitled to the number of votes established
in the table below:
 
 Parties
                        
                        Number of VotesVID
                        
                        3BNDESPAR
                        
                        2
 
 4.3.2.
The Previous Meeting shall be convened by any of the Parties, upon written
notice, return receipt requested, and it shall be held at least two (2) days
before the date scheduled to the holding of the shareholders meeting or the
meeting of the Board of Directors concerned, always subject to at least fifteen
(15) days in advance from the date of receipt of call notice to the date of the
Previous Meeting, and the Parties shall attend it through their representatives
(whether Directors or not), vested with powers to represent each of them and
resolve on the matters discussed thereat. Written notice shall not be required
for a Previous Meeting at which all Parties attend.
 
 4.2.4. In
the event of absence of the representative of any of the Parties at a Previous
Meeting duly convened, the attending Party shall be entitled to convene a second
Previous Meeting to be taken at least one (1) business day after the date
scheduled for the shareholders meeting or meeting of the Board of Directors
concerned, with no need to observe the minimum period of notice, in order to
resolve on the same matter.
 
 If the
Party that has not appeared at the first call does not appear at the second
call, the other Party may take any and all resolution strictly within the scope
of the agenda, and the resolution thus taken shall be binding upon the Party
that has not attended the Previous Meeting as well as upon the members of the
Board of Directors who have been elected by such Party.
 
 4.2.5. If
the Previous Meeting is not held at first call and/or at second call, or if no
resolution is taken at a Previous Meeting, at first call and/or at second call,
on the matters of the shareholders meeting, the Parties shall be required to
resolve on all or part of the items included in the agenda of the date of said
shareholders meeting and give instructions to their representatives in the Board
of Directors not to resolve on all or part of the items included the agenda of
the date of the respective meeting of the Board of Directors.
  
 
 4.2.6.
Minutes of each Previous Meeting shall be drawn up and signed by the attending
Party(ies), with instructions of prevailing vote to be given to the Parties and
by the Parties to their respective representative(s) at the shareholders meeting
and/or to the members of the Board of Directors appointed by them, who shall
follow such instructions.
 
 4.3.
During the term of this Agreement, the following matters may only be approved
with the express consent of BNDESPAR at Previous Meeting:
 
 a)
indebtedness incurred by the Company and its controlled companies that, as from
the investment of the funds obtained from such indebtedness transactions, result
in a Net Debt/EBITDA Ratio (“Ratio”), considered on a consolidated basis,
exceeding the following parameters: (i) for indebtedness incurred in 2009, eight
(8) times the Ratio; (ii) for indebtedness incurred in 2010, seven (7) times the
Ratio; (iii) for indebtedness incurred in 2011, six (6) times the Ratio; and
(iv) for indebtedness incurred in 2012, five (5) times the Ratio, and EBITDA
shall be deemed as the one accumulated in the last twelve (12) months from the
most recent Quarterly Information Report (“Indebtedness
Parameters”);
 
 b)
Company’s capital stock reduction;
 
 c)
proposal of extrajudicial reorganization plan, filing for judicial
reorganization or bankruptcy by the Company or its controlled
companies;
 
 d)
liquidation or dissolution of the Company or any controlled
company;
 
 e) change
in the preferences and advantages of the preferred shares or creation of a new
and more favored class of shares;
 
 f)
reduction of compulsory dividend of the Company;
 
 g) any
proposal for distribution of dividends or interest on equity, to the extent that
the reduction in Company’s cash results in increase in the Ratio for an amount
exceeding the Indebtedness Parameters;
 
 h)
participation of the Company in groups of companies;
 
 i)
reduction in the level of listing with Bovespa or deregistration of the company
as a publicly-held corporation;
 
 j) any
amendment to the Bylaws of the Company before the Adherence to the Novo Mercado,
including adjustment of said Bylaws to the rules of the Novo Mercado Listing
Regulations, and the parties hereby agree that said adjustment shall be based on
the current market practices;
 
 k) after
Adherence to the Novo Mercado, amendment to the articles of the Bylaws regarding
the business purpose of the Company, Fiscal Council, diluted control and
maintenance of the share base dilution;
  
 
 l)
conversion, consolidation, split or merger, including of shares, involving the
Company and its controlled companies, including swaps or payment in kind using
shares, except for transactions resulting in integration of the business of the
Company and of Aracruz Celulose S.A.;
 
 m)
capital increase, issuance of any security convertible into or exchangeable for
share, including the fixing of issuance price of the shares to be issued and the
price of the security convertible into or exchangeable for Share;
 
 n) any
transaction between the Company and/or its controlled companies, on the one
part, and any related parties, on the other part, in an amount exceeding twenty
million Reais
(R$20,000,000.00) per year, except (i) inter-company agreements for supply of
electric energy and provision of shared services (such as administrative,
financial, logistics and information technology services) up to an aggregate
annual amount of eighty million Reais (R$80,000,000.00), (ii)
financial investments in market conditions in an amount of up to two hundred
million Reais
(R$200,000,000.00) and (iii) agreements to protect global cash flow exposure of
up to one hundred million Reais
(R$100,000,000.00);
 
 o)
disposal of or encumbrance on permanent assets, by the Company, whose amount in
a period of twelve (12) months have exceeded, individually or in the aggregate,
five per cent (5%) of the total assets determined in the most recent Quarterly
Information Report (ITR);
 
 p) any
proposal for creation of reserves, provisions or for changing accounting
criteria in an amount that, individually or in the aggregate, exceeds ten per
cent (10%) of the shareholders’ equity of the Company as determined in the most
recent Quarterly Information Report (ITR);
 
 q) the
approval of the Company’s annual budget if this results in an increase in the
Ratio above the Indebtedness Parameters;
 
 r)
execution of agreements of any nature in an individual amount exceeding five
hundred million Reais
(R$500,000,000.00), except the agreements provided for in the other provisions
of this Section;
 
 s)
capital investments not provided for in the business or budget plan approved by
the Board of Directors of the Company, and so long as their individual amount
exceeds five hundred million Reais
(R$500,000,000.00);
 
 t)
acquisition by the Company of relevant interest, as defined by applicable law,
not provided for in the business or budget plan approved by the Board of
Directors of the Company, and so long as their individual amount exceeds five
hundred million Reais
(R$500,000,000.00);
 
 u)
creation of encumbrances or guarantees by the Company and/or its controlled
companies to ensure performance of third party obligations, except obligations
of controlled companies;
 
 v)
acquisition of any equity interest in companies whose core business is not
provided within the scope of the business purpose of the Company or investments
in business alien to the business purposes of the Company; and
 
 w)
reappraisal of assets of the Company resulting in positive variation of the
asset in an amount exceeding five hundred million Reais
(R$500,000,000.00).
  
 
 4.3.1. If
BNDESPAR does not agree with any of the matters listed in Section 4.3 above, it
shall justify in writing, always in the best interest of the
Company.
 
 4.4.
Notwithstanding the provisions above, the resolution taken at the Previous
Meeting shall not restrict the vote of BNDESPAR or of the members appointed by
BNDESPAR to the Board of Directors in matters related to:
 
 a)
rendering of accounts;
 
 b)
review, discussion and resolution on the Management Report and financial
statements; and
 
 c)
modalities defined as abuse of power in article 117, paragraph 1, of the
Corporation Law.
 
 4.5. In
respect of the resolution to determine the global compensation of the managers,
VID agrees to adopt a compensation policy consistent with the practices adopted
by similar companies.
 
 SECTION
FIVE – SHARE TRANSFER RESTRICTION
 
 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 thirty-six (36) months from the execution of
this Agreement (“Restriction Period”).
 
 6.
SECTION SIX – DISPOSAL AFTER THE RESTRICTION PERIOD
 
 6.1.
After the expiration of the Restriction Period, if BNDESPAR elects to sell or
assign shares issued by the Company owned by BNDESPAR to a company engaged in
the paper and/or pulp industry (“Strategic Investor”), in order to reduce its
equity interest in the total capital of the Company to a percentage lower than
[·]6 per cent
([·]%), the
consummation of such disposal shall be in compliance with BNDESPAR’s obligation
to allow VID to exercise its preemptive right to acquire, at its sole
discretion, all Linked Shares that BNDESPAR offers to sell or assign (the
“Offered Shares”), in the following conditions:
 
 6.1.1.
BNDESPAR shall send written notice to VID, return receipt requested, informing
the number of Offered Shares, the price and the payment conditions thereof, and
the name and other data of the prospect buyer, if any, providing all elements
that allow VID to properly assess the offering (“Offering”).
 
 6.1.2.
VID shall, within forty-five (45) days from receipt of said notice, exercise its
preemptive right to acquire all Linked Shares offered by BNDESPAR under the
Offering, provided that the Offering shall be deemed refused if no answer is
given in writing within the established period of time.
 
 6.1.3. If
VID exercises its preemptive right, the transfer of the Linked Shares subject to
VID’s preemptive right shall take effect sixty (60) days after the expiration of
the period provided for in Section 6.1.2 above.
 
 6 The
percentage referred to herein shall be equal to the difference between fifty
point one percent (50.1%) of VCP’s voting capital (at the time of Adherence to
the Novo Mercado) and the sum of the number of shares held by VID and those
owned by BNDESPAR which are subject to VID’s call
option.
  
 
 6.1.4. If
VID does not exercise its preemptive right within the period stipulated in
Section 6.1.2, BNDESPAR shall be entitled to sell the shares under the Offering
in the following sixty (60) days in the same conditions as the Offering. If the
sale is not made within this sixty (60)-day period, BNDESPAR shall follow again
the procedure provided for in this Section.
 
 6.2. The
provisions of this Section shall also apply to the assignment of rights to
subscribe for new common shares.
 
 6.3.
Noncompliance with the procedure provided for in this section as regards the
preemptive right shall render the sale, transfer or assignment of Linked Shares
null and void.
 
 6.4. If
BNDESPAR intends to sell or assign shares of the Company owned by BNDESPAR to a
Strategic Investor, pursuant to Section 6.1., in a stock exchange or upon public
offering of shares (“Public Auction’), the disposal of the shares shall be made
subject to VID’s preemptive right to acquire such shares by the price published
in the Public Auction, as provided for in this Section.
 
 6.4.1. In
the Event of Public Auction VID shall exercise its preemptive right within a
five (5)-day period which shall only start after the price per share is
defined.
 
 6.4.2.
BNDESPAR shall retain title to the shares described in this Section until VID
elects to exercise or not to exercise its preemptive right.
 
 6.5. If
VID elects not to exercise its preemptive right provided for herein, the
buyer(s) of the Offered Shares, pursuant to this Section Six, shall not be
subject to this Agreement.
 
 6.6.
After the Restriction Period, if BNDESPAR elects to sell or assign shares issued
by the Company owned by BNDESPAR on the BOVESPA trading session in order to
reduce its equity interest in the total capital of the Company to a percentage
lower than [·]7 ([·] %), the preemptive right
set forth in this Section Six shall not apply, and the consummation of said
disposal, to the extent that it is in an amount equal to or exceeding fifty
million Reais
(R$50,000,000.00) at every three (3)-month period, shall be made only upon
BNDESPAR sending notice to VID, at least thirty (30) days before the date
scheduled for commencement of the sale, of its intent to dispose of the shares
and specifying the number of shares to of be disposed of.
 
 SECTION
SEVEN – TAG-ALONG RIGHT
 
 7.1.
After the Restriction Period and until the expiration of the twelve (12)-month
period thereafter, but not after the Adherence to the Novo Mercado, if VID
elects to dispose of, directly or indirectly, through one or more transactions,
all or part of the Linked Shares owned by VID and representing its controlling
interest in the Company (“Disposal of Controlling Interest”), BNDESPAR shall be
entitled to dispose of, jointly with VID, all shares issued by the Company owned
by it, other than (i) the shares held on January 19, 2009; (ii) the shares
acquired from third parties after such date; and (iii) the shares resulting from
stock dividends, splits and exercise of preemptive rights granted by the shares
referred to in items (i) and (ii) of this Section (“Tag-Along
Right”).
  
 7 See Note
to Section 6.1.
  
 
 7.2. In
the event of Section 7.1, VID shall send written notice to BNDESPAR and to the
Company of the intended disposal (“Notice of Sale”) and fixing a term of up to
sixty (60) days after the Notice of Sale to the consummation of the disposal
(“Date of Sale”). The Notice of Sale shall be accompanied by the draft of the
disposal agreement negotiated by them, and shall specify: the number of Linked
Shares offered, the prices and payment conditions thereof, the name and other
data of the prospect buyer, and a confirmation that the prospect buyer was
informed of the Tag-Along Right.
 
 7.3. If
BNDESPAR intends to exercise its Tag-Along Right, it shall send written notice
to VID and to the prospect buyer within up to thirty (30) days after receipt of
the Notice of Sale, informing the number of shares issued by the Company that
BNDESPAR owns and intends to dispose of.
 
 7.4. The
price per share to be paid by prospect buyer to BNDESPAR shall be equal to the
price per share paid to VID, regardless of the type of share. The disposal
conditions shall also be the same for VID and BNDESPAR.
 
 7.5. If
the prospect buyer refuses to complete the purchase of all shares that BNDESPAR
has proposed to dispose of upon exercising its Tag-Along Right, VID shall be
prevented from selling any of its Linked Shares representing controlling
interest in the Company to the prospect buyer.
 
 7.6. If
BNDESPAR elects not to exercise its Tag-Along Right, VID shall be entitled, up
to the Date of Sale, to dispose of its Linked Shares at the same price and in
the same terms and conditions specified in the Notice of Sale. If the disposal
is not consummated up to the Date of Sale and in the offered conditions, the
procedures pertaining to the Tag-Along Right as provided for in this Agreement
shall be followed again.
 
 SECTION
EIGHT – SPECIFIC PERFORMANCE
 
 8.1.
Subject to the provisions of this Agreement, the Parties shall be entitled to
request the Chairman of the Shareholders Meeting of the Company to state the
invalidity of vote cast against or in conflict with any provision of this
Agreement. The members of the Board of Directors elected by appointment of the
Parties shall have the same right as regards resolutions subject to the Board of
Directors on any matter provided for in this Agreement.
 
 SECTION
NINE – TERM
 
 9.1. The
provisions of this Agreement shall become effective on the date of execution
hereof and shall be valid for a period of five (5) years.
 
 SECTION
TEN – MISCELLANEOUS
 
 10.1.
This Agreement shall be filed with the Company at its principal place of
business, and the Company agrees to strictly comply with all the terms,
provisions and conditions hereof and signs it as intervening party.
 
 10.2. No
vote cast by the Parties in breach of the provisions of this Agreement shall be
accepted or computed at the Shareholders Meetings of the
Company.
  
 
 10.3. The
Company shall include in the agreement executed with the financial institution
acting as depositary of book-entry shares that the common shares owned by the
Parties are attached to this Agreement, and shall include in its records the
following statement: “The
common shares issued by VCP and owned by VID and BNDESPAR are attached to a
shareholders agreement executed on ________, 2009, which is duly filed with VCP
at its principal place of business.”
 
 10.4. The
Company shall provide on a semi-annually basis, up to June 10 and December 10 of
each year, the financial statements of April 30 and October 31, accompanied by a
Comfort Letter regarding such statements, based in audit proceedings and issued
by an independent auditors company, as well as the capital stock ownership of
the Company, stressing BNDESPAR’s equity interest as from the date on which
BNDESPAR becomes holder of a substantial equity interest in the Company, meaning
an equity interest (i) exceeding ten per cent (10%) of the capital stock with
influence on the Management, and (ii) exceeding twenty per cent (20%) of the
voting capital, and confidentiality shall be kept as regards such
information.
 
 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 as adopt any measures that may
be required by superseding law to the effect or validity hereof.
 
 10.6. The
Parties shall be widely entitled to be provided with information and to inspect
the business, books and accounting of the Company, which shall promptly fulfill
any requests for information or clarifications made by the Parties.
 
 10.7. In
the event of breach by any Party hereto of any of its obligations under this
Agreement, the other Parties shall be entitled to file legal action to enforce
the specific performance hereof, pursuant to article 118 of the Corporation Law,
and according to the articles 461 et. seq. of the Brazilian
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 to exercise, the extension of a
period, the forbearance, or the delay to exercise any right to which they may be
entitled under this Agreement or by law shall not operate as a novation or
waiver of such right nor affect the exercise thereof; (ii) the partial exercise
of such right shall not prevent them from exercising the remaining of their
rights or from exercising any other right; (iii) the waiver of any right shall
only be valid if granted in writing; (iv) the waiver of a right shall be limited
to that right and shall not be deemed as a waiver of any other right under this
Investment Agreement.
 
 10.9.All the
notices and notifications or any other kind of communication to be delivered
pursuant to this Investment Agreement shall be addressed as follows, at all
times in writing and with return receipt requested:
 
 To
BNDESPAR:
 Av.
República do Chile, 100
 Rio de
Janeiro, RJ, Brasil
 Fax:
21-2220-2907
 At:
Superintendente da Área de Mercados Capitais – AMC
  
 
 To VID:
 Rua
Amauri, 255 – 13o andar – Conjunto A
 São
Paulo, SP, Brasil
 Fax: 11
3079-9345
 Attn: Mr.
Raul Calfat
 
 With a
copy to:
 Rua
Amauri, 255 – 13o andar – Conjunto A
 São
Paulo, SP, Brasil
 Fax: 11
3079-9345
 At: Mr.
Alexandre D’Ambrósio
 
 To VCP:
 Alameda
Santos, 1357 – 8o andar
 São
Paulo, SP, Brasil
 Fax: 11
2138-4066
 At: Mr.
José Luciano Duarte Penido
 
 With a
copy to:
 Rua
Amauri, 255 – 13o andar – Conjunto A
 São
Paulo, SP, Brasil
 Fax: 11
3079-9345
 At: Mr.
Alexandre D’Ambrósio
 
 10.9.1.
Notices and notifications or any other form of communication shall be deemed
delivered on the date included in the return receipt, on the date of
acknowledgment of receipt of the fax message or on the date of formalization of
the judicial or extrajudicial notification.
 
 10.9.2.
Copies of any and all correspondence exchanged between the Parties and/or VCP on
the matters included therein shall be sent to the other Parties and/or to VCP as
applicable.
 
 10.9.3.
Any changes in the addresses above shall be immediately communicated to the
Parties and/or to VCP, and in the absence of said communication, the
correspondence sent to the old address shall be deemed correctly sent and
received for all factual and legal purposes.
 
 10.10.
This Agreement is executed irrevocably and irreversibly, except in the events
set forth herein, and it is binding upon the Parties and their respective
successors on any account and shall not be subject to assignment or transfer,
whether in whole or in part, unless with prior written consent 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 a final judicial decision, all
the other conditions and provisions herein shall remain fully effective, and the
Parties shall negotiate in good faith an amendment hereto aimed at
reestablishing the original scope of the Parties to the best extent
possible.
 
 10.12.
The Company executes this Agreement and represents to be aware of its
provisions, and, for the purposes of article 118 of the Corporation Law, agrees
to comply with all provisions hereof.
  
 
 10.13.
The provisions of this Agreement shall prevail over any provisions of the Bylaws
of the Company that may regulate in a different way any matter under this
Agreement, and thus all said matters shall be construed and governed according
to the rules of this Agreement.
 
 10.14. As
from the date of execution of this Agreement, all amounts hereunder shall be
adjusted at every twelve (12)-month period by the Extended Consumer Price Index
(IPC-A) applicable for the period.
 
 10.15.
This Agreement shall be governed by, and construed according to the laws of the
Federative Republic of Brazil.
 
 10.16.
Any act in breach of any of the rules provided for in this Agreement shall be
deemed null and void before the Company.
 
 10.17.
The Parties agree that any dispute arising out of this Agreement which cannot be
amicably settled by the Parties within a period of thirty (30) calendar days not
subject to extension shall be resolved by the BOVESPA’s Market Arbitration
Chamber (the “Arbitration Chamber”)
pursuant to its Regulations (except for the periods set forth therein, which
shall be considered tripled), and this Section 10 shall be deemed an arbitration
clause for the purposes of the provisions of paragraph 1 of article 4 of Law
9307/96. The conduction and proper development of the arbitration proceedings
shall be equally incumbent upon the Arbitration Chamber.
 
 10.17.1.
The Arbitral Tribunal shall consist of three (3) arbitrators, one of which shall
be appointed by the Party intending to commence arbitration and the other
arbitrator by the other Party, and a third arbitrator, who shall serve as
President of the Arbitral Tribunal, shall be appointed by the arbitrators
selected by the Parties. Should any of the Parties fail to appoint an arbitrator
and or should the arbitrators appointed fail to reach a consensus as to the
third arbitrator, the President of the Arbitration Chamber shall appoint the
third arbitrator as soon as possible.
 
 10.17.2.
The Parties acknowledge that any arbitration award, decision or determination
shall be final and binding and shall constitute a judicial execution instrument
binding on the Parties and their successors, who agree to comply with the
provisions of the arbitration award, regardless of judicial
execution.
 
 10.17.3.
Notwithstanding the foregoing, each Party remains entitled (a) to obtain any
“provisional measures” that are necessary before commencement of the arbitration
proceedings and such measure shall not be construed as a waiver of the
arbitration proceedings by the Parties; (b) to enforce any arbitration decision,
including the final arbitration award; and (c) to guarantee the formation of the
arbitral tribunal. For such purpose, the Parties hereby elect the 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 VCP execute this Agreement in three (3)
counterparts of equal contents and form before the undersigned
witnesses.
 
 São
Paulo, [·] [·], 20098.
  
 8 The date
of execution of this Agreement shall be the date on which is VCP’s capital
increase is completed.
  
 
 (signature
page of the Shareholders Agreement of Votorantim Celulose e Papel
S.A.)
 
 BNDESPAR:
 
 Name:Title:
  VID:
 
 Name:Title:
 
 VCP:
 
 Name:Title:
 
 Witnesses:
 
 1.Name:ID
      RG:Individual
      Taxpayer ID (CPF/MF):
 
 
 2.Name:ID
      RG:Individual
      Taxpayer ID (CPF/MF):
 
 The pages
of this Agreement were initialed by:
 
 (initial)
 Mota
Fernandes Rocha Advogados
 
 (initial)
 Alice
Ferreira Lopes
 Manager
 AMC/DEMEC/GEJUR1
 
 (initial)
 Bruno
Lima dos Santos
 Manager
 AMC/DEINV/GEJUR3
  
  ede/textos6a/voto27.doc
 05/26/09