VOTORANTIM CELULOSE E PAPEL S.A. American Depositary Shares International Underwriting AgreementInternational Underwriting Agreement • December 10th, 2003 • Votorantim Pulp & Paper Inc • Paper mills • New York
BNDES Participações S.A.—BNDESPAR (“BNDESPAR”), Optiglobe Telecomunicações S.A. (“Optiglobe”) and Cimento Rio Branco S.A. (“Cimento” and together with BNDESPAR and Optiglobe, collectively the “Selling Shareholders”) propose, severally and not jointly, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), an aggregate of American Depositary Shares as set forth in Schedule I hereto (the “ADSs”; such number of ADSs, the “Initial Securities”), each ADS representing 500 ações preferenciais (preferred shares), no par value (“Preferred Shares”), of Votorantim Celulose e Papel S.A., a Brazilian corporation (the “Company”) deposited with The Bank of New York, as depositary (the “Depositary”) pursuant to that certain Deposit Agreement (the “Deposit Agreement”) dated as of Ma
