SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among VOTORANTIM CELULOSE E PAPEL S.A. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of August 12, 2009Deposit Agreement • March 12th, 2012 • Fibria Celulose S.A. • Paper mills • New York
Contract Type FiledMarch 12th, 2012 Company Industry JurisdictionSECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of August 12, 2009, by and among (i) Votorantim Celulose e Papel S.A., a company organized under the laws of the Federative Republic of Brazil, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).