Exhibit 3.3
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TERM OF ADHESION
The undersigned companies, NEWARK FINANCIAL, INC. a duly organized company and
in valid existence pursuant to the laws of the British Virgin Islands, with
headquarters at Vanterpool Plaza, Wickhams Cay, Road Town, Tortola, British
Virgin Islands, herein represented by its duly authorized legal representatives,
("Newark"), as the BUYER of 127,506,457 nominative Aracruz Celulose S.A. common
shares ("Aracruz"), representing 28% of the Aracruz voting stock ("the Stock"),
and VOTORANTIM CELULOSE E PAPEL S.A., a duly organized company and in valid
existence pursuant to the laws of the Federative Republic of Brazil, with
headquarters on Alameda Santos, 1357, 6 (degree) andar, Sao Paulo, Brazil,
herein represented by its duly authorized legal representatives, ("VCP"),
whereas:
(a) Pursuant to the terms in the Eighth Clause of the Stockholders Agreement
executed between the Xxxxxxxxx Business Group, the Safra Business Group, the
BNDESPAR and Mondi Brazil Limited, on January 22, 1988, altered by means of its
First Addition dated June 30, 1989, and by the term of Adhesion dated June 13,
1996 ("The Stockholders Agreement"), and as a
Translation # C5458/02 SC 1 Amerikas Traducoes
condition prior to the transference of the Stock to its ownership, Newark herein
adheres, in an unconditional and irrevocable manner, to the terms and conditions
of the Stockholders Agreement, therefore becoming a signing member;
(b) In consequence of said adhesion, Newark herein (i) agrees to abide by the
terms and conditions of the Stockholders Agreement; (ii) under the terms of the
above item (i), and acknowledges that, upon the transference of the "Stock"
owned by Mondi Brazil Limited to its name, it will then become the holder of any
and all rights and obligations contained in the Stockholders Agreement, which
originally entrusted Mondi Brazil Limited, particularly, without limiting
itself, to the rights contemplated in the 4th Clause, 2nd Paragraph, and
excluding the rights contemplated in the 4th Clause, 3rd Paragraph, of which
Newark acknowledges the non-transferability.
For the purposes of the 1st Clause, Single Paragraph, of the Stockholders
Agreement, the term VCP Business Group is understood to be the undersigning
parties or any other companies presently participating, or who may participate,
in future, in Aracruz's capital stock,
Translation # C5458/02 SC 2 Amerikas Traducoes
and with whom this Term's undersigning parties, jointly or separately, directly
or through subsidiaries, maintain control or another form of participation.
All parties being in agreement, they sign the present contract in 03 (three)
counterparts equal in form and content, in the presence of two witnesses.
Sao Paulo, November 1, 2001.
[Signature] Xxxx Xxxxxx, Director, and Xxxxxx Xxxxx, Director, Newark Financial,
Inc.
[Signature] Xxxx Xxxxxx, Director, and Xxxxxx Xxxxx, Director, Votorantim
Celulose e Papel S.A.
Witnesses: [Signature] Name: Lorival Xxxxxxxxx Xxxxx Xxxxx, Identity No.
20.991.376-9, CPF Taxpayer's Enrollment No. 000.000.000-00.
[Signature] Name: Xxxxx Xxxxxx Xxxxx xx Xxxxxxxx, Identity No. 20.884.079-5, CPF
Taxpayer's Enrollment No. 174.322.408-72
[Stamp and official seal - 12th Official Registry Office - Notary Public Xxxxxx
Xxxxx - Signature authentication, dated November 1, 2001. [Signature] Xxxxxxxx
Xxxxxx X. Xxxxx Xxxxxxx, Authorized Clerk].
Translation # C5458/02 SC 3 Amerikas Traducoes
Translation # C5458/02 SC 4 Amerikas Traducoes
