Exhibit 99.1
On the date hereof, XXXXXXX CELULOSE S/A ("ARACRUZ" or "the Company"), for the
purposes of what is set forth in article 118 of Law 6404, enacted on December
15, 1976, received and filed in its own records a shareholders agreement (the
"Shareholders Agreement") dated February 5, 2003, entered into by and between,
on one side, Arapar S/A and Xxxxxxxxx Empreendimentos S/A (collectively "Grupo
Xxxxxxxxx") and, on the other side, Sodepa Sociedade de Empreendimentos,
Publicidade e Participacoes S/A ("SODEPA"). Each of the Parties holds
approximately 28% of Aracruz' voting shares.
Notwithstanding the shareholders agreement executed by the same parties together
with Votorantim Celulose e Papel S/A ("VCP") and BNDES Participacoes S/A -
BNDESPAR ("BNDESPAR"), dated January 22, 1988, which will be in force and effect
until May 11, 2008 (the "Original Agreement"), the Shareholders Agreement filed
on the date hereof, which will be in force for sixteen (16) years from the date
of its execution, exclusively aims to rule the exercise of Grupo Xxxxxxxxx and
SODEPA's patrimonial rights, establishing rules related to (i) the sale of its
shares (in force during the term of the Original Agreement), (ii) the
preferential rights to purchase such shares, and (iii) the right to a tag along
sale (the latter two will be in force as from the Original Agreement's end of
term).
As the Shareholders Agreement exclusively rules patrimonial rights of the
parties thereto, it does not contemplate the exercise of voting rights, which
will remain ruled by the Original Agreement executed by and among Grupo
Xxxxxxxxx, SODEPA, VCP and BNDESPAR, according to which XXXXXXX's controlling
shareholders commit themselves to perform uniformly and in the same direction in
all shareholders general meetings of the Company.
Aracruz, February 7, 2003.
Xxxxxx Xxxxxxx Xxxx Xxxxxx
Chief Executive Officer and Investor Relations Officer
