F-4

Registration No. 333-                   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Suzano S.A. Suzano Austria GmbH

(Exact name of each registrant as specified in its charter)

Not Applicable Not Applicable

(Translation of registrant’s name into English)

The Federative Republic of Brazil The Republic of Austria

(Jurisdiction of incorporation or organization)

2621 2621

(Primary Standard Industrial Classification Code Number)

Not Applicable Not Applicable

(I.R.S. employer identification number)

Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
Telephone: +55 (11) 3503-9000 Fleischmarkt 1
1010 Vienna
Austria
Telephone: +43 1 205 776 0095

(Address and telephone number of registrant’s principal executive offices)

Suzano Pulp and Paper America, Inc.

800, Corporative Drive, Suite 320

Fort Lauderdale, Florida, 33334

United States

Telephone: +1 (954) 772-7716

(Name, address and telephone number of agent for service)

Copies to:

Juan G. Giráldez, Esq.

Nicolas Grabar, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

+1 (212) 225-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If this Form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
6.000% Senior Notes Due 2029	U.S.$1,750,000,000	100%	U.S.$1,750,000,000	U.S.$212,100
Guarantee of 6.000% Senior Notes Due 2029	(3)	(3)	(3)	(3)
5.000% Senior Notes Due 2030	U.S.$1,000,000,000	100%	U.S.$1,000,000,000	U.S.$121,200
Guarantee of 5.000% Senior Notes Due 2030	(3)	(3)	(3)	(3)

Notes

(1)	The securities being registered hereby are offered (i) in exchange for the securities described in this prospectus, previously sold in transactions exempt from registration under the Securities Act of 1933, as amended, or the “Securities Act” and (ii) upon certain resales of the securities by broker-dealers. The registration fee has been computed based on the face value of the securities solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act.
(2)	Calculated pursuant to Rule 457 under the Securities Act. The total registration fee due is U.S.$333,300.
(3)	Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities or consummate the exchange offers until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 24, 2019

PROSPECTUS

Suzano Austria GmbH

Offers to Exchange

U.S.$1,750,000,000 aggregate principal amount of 6.000% Global Notes Due 2029

U.S.$1,000,000,000 aggregate principal amount of 5.000% Global Notes Due 2030

Unconditionally guaranteed by

Suzano S.A.

Terms of the exchange offers:

·We are offering to exchange securities that we sold in private offerings, or the “Old Securities,” for an equal principal amount of new registered securities, or the “New Securities.”

·The exchange offers commence on                         , 2019 and expire at 5:00 p.m., New York City time, on                              , 2019, unless we extend them.

·You may withdraw a tender of Old Securities at any time prior to the expiration of the exchange offers.

·Subject to the conditions described herein, all Old Securities that are validly tendered and not validly withdrawn will be exchanged.

·The exchange of Old Securities should not be a taxable exchange for United States federal income tax purposes. See “Taxation—United States Tax Considerations.”  For a discussion of certain Austrian and Brazilian tax considerations, see “Taxation—Austrian Tax Considerations” and “Taxation—Brazilian Tax Considerations,” respectively.

·We will not receive any proceeds from the exchange offers. The Old Securities surrendered and exchanged for New Securities will be retired and canceled. Accordingly, the issuance of the New Securities will not result in any increase in our outstanding indebtedness.

·The terms of the New Securities to be issued are identical to the Old Securities issued by Suzano Austria GmbH, except for terms with respect to additional interest payments, registration rights and legends reflecting transfer restrictions.

·The New Securities will be unconditionally guaranteed by Suzano S.A.

We intend to apply to have the New Securities approved for listing on the New York Stock Exchange, or the “NYSE.”

Each broker-dealer participating in the exchange offers must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Securities received in exchange for Old Securities that were acquired as a result of market-making activities or other trading activities. By acknowledging this obligation and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of New Securities received in exchange for Old Securities where the broker-dealer acquired the Old Securities as a result of market-making activities or other trading activities. We have agreed to make this prospectus available to any broker-dealer for up to 180 days after the registration statement is declared effective (subject to extension under certain circumstances) for use in connection with any such resale. See “Plan of Distribution.”

We are not making an offer to exchange securities in any jurisdiction where the offer is not permitted.

Investing in the New Securities issued in the exchange offers involves certain risks. See “Risk Factors” beginning on page 13.

Neither the U.S. Securities and Exchange Commission, or the “SEC,” nor any state securities commission in the United States of America, has approved or disapproved the securities to be distributed in the exchange offers, nor have they determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated            , 2019

TABLE OF CONTENTS

	Page
About this Prospectus	iii
Forward-Looking Statements	iv
Incorporation of Certain Documents by Reference	v
Where You Can Find More Information	vi
Electronic Delivery of Documents	vi
Prospectus Summary	1
Summary of the Exchange Offers	4
Summary of the Terms of the New Securities	9
Risk Factors	13
Use of Proceeds	18
Selected Financial and Operating Information	19
Unaudited Pro Forma Condensed Consolidated Financial Information	26
Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Capitalization	41
The Exchange Offers	42
Description of the New Securities	51
Taxation	81
Plan of Distribution	89
Enforcement of Judgments	90
Limitations by Austrian Capital Maintenance Rules and Certain Austrian Insolvency Law Considerations	92
Validity of Securities	96
Experts	97

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ABOUT THIS PROSPECTUS

In this prospectus, unless the context otherwise requires or as otherwise indicated, references to “Suzano,” the “Company,” or the “Guarantor” mean Suzano S.A. and its consolidated subsidiaries taken as a whole, and references to “Suzano Austria” or the “Issuer” mean Suzano Austria GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria. Terms such as “we,” “us” and “our” generally refer to both Suzano and Suzano Austria, unless the context requires otherwise or as otherwise indicated.

We are responsible for the information contained and incorporated by reference in this prospectus. Suzano Austria and Suzano have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. Neither Suzano Austria nor Suzano is making an offer of the New Securities in any jurisdiction where the offer is not permitted.

You should not assume that the information in this prospectus or any document incorporated by reference is accurate as of any date other than the date of the relevant document.

References herein to “reais” or “R$” are to the lawful currency of Brazil. References herein to “U.S. dollars” or “U.S.$” are to the lawful currency of the United States.

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FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements, principally under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have based these forward-looking statements largely on our current expectations about future events and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions, including among other things:

·our management and future operation;

·the implementation of our principal operational strategies, including our potential participation in acquisitions, joint venture transactions or other investment opportunities;

·general economic, political and business conditions, both in Brazil and in our principal export markets;

·industry trends and the general level of demand for, and change in the market prices of, our products;

·existing and future governmental regulation, including tax, labor, pension and environmental laws and regulations and import tariffs in Brazil and in other markets in which we operate or to which we export our products;

·the competitive nature of the industries in which we operate;

·our level of capitalization, including the levels of our indebtedness and overall leverage;

·the cost and availability of financing;

·our compliance with the covenants contained in the instruments governing our indebtedness;

·the implementation of our financing strategy and capital expenditure plans;

·inflation and fluctuations in currency exchange rates, including reais and the U.S. dollar;

·legal and administrative proceedings to which we are or may become a party;

·the volatility of the prices of the raw materials we sell or purchase to use in our business;

·other statements included in this prospectus that are not historical; and

·other factors or trends affecting our financial condition or results of operations, including those factors identified or discussed under “Risk Factors.”

The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “should,” “would,” “will,” “understand” and similar words are intended to identify forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this prospectus might not occur and are not guarantees of future performance. Our actual results and performance may differ substantially from the forward-looking statements included in this prospectus.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. The SEC allows us to “incorporate by reference” information filed with and/or furnished to the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and certain later information that we file with and/or furnish to the SEC will automatically update and supersede this information. We incorporate by reference the following documents:

1.Suzano’s annual report on Form 20-F for the year ended December 31, 2018, filed with the SEC on April 30, 2019 (SEC File No. 001-38755), which we refer to as the “Suzano’s 2018 Form 20-F”, containing our audited consolidated financial statements as of December 31, 2018 and 2017 and for the three years ended December 31, 2018, which we refer to as our “Audited Annual Financial Statements”;

2.Suzano’s submission on Form 6-K furnished to the SEC on June 24, 2019 (SEC File No. 001-38755), containing Suzano’s unaudited condensed consolidated interim financial information as of March 31, 2019;

3.Fibria’s submission on Form 6-K furnished to the SEC on February 22, 2019 (SEC File No. 001-15018), containing Fibria’s audited consolidated financial statements as of December 31, 2018 and 2017 and for the three years in the period ended December 31, 2018, except that the last 6 pages of such Form 6-K, containing Fibria’s management report for the year ended December 31, 2018, are not incorporated by reference herein; and

4.Any future annual reports of Suzano on Form 20-F filed with, and all reports on Form 6-K that are designated in such reports as being incorporated by reference into this prospectus furnished to, the SEC after the date of this prospectus and prior to the termination of the exchange offers.

We will provide without charge to any person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents).  Requests should be directed to Suzanos’s Investor Relations Department located at Avenida Brigadeiro Faria Lima, 1,355, 7th floor, São Paulo, SP, 01452-919, Brazil (telephone: +55 (11) 3503-9000), Attn: Camila Nogueira, Avenida Brigadeiro Faria Lima, 1,355, 7th floor, São Paulo, SP, 01452-919, Brazil (telephone: +55 (11) 3503-9330; fax: +55 (11) 3503-9330; e-mail: ri@suzano.com.br).

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WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the SEC on Form F-4 under the Securities Act relating to the New Securities offered by this prospectus. This prospectus, which is a part of that registration statement, does not contain all of the information set forth in the registration statement. For more information with respect to our company and the securities offered by this prospectus, you should refer to the registration statement and to the exhibits filed with it. Statements contained or incorporated by reference in this prospectus regarding the contents of any contract or other document are not necessarily complete, and, where the contract or other document is an exhibit to the registration statement or incorporated or deemed to be incorporated by reference, each of these statements is qualified in all respects by the provisions of the actual contract or other document.

We are subject to the information requirements of the Exchange Act, applicable to a foreign private issuer, and accordingly file or furnish reports, including annual reports on Form 20-F, reports on Form 6-K, and other information with the SEC. You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any filings we make electronically will be available to the public over the Internet at the SEC’s web site at http://www.sec.gov. These reports and other information may also be inspected and copied at the offices of the NYSE, 11 Wall St, New York, NY 10005.

ELECTRONIC DELIVERY OF DOCUMENTS

We are delivering copies of this prospectus in electronic form through the facilities of The Depository Trust Company, or “DTC.” By participating in the exchange offers, you will be consenting to electronic delivery of these documents.

vi

PROSPECTUS SUMMARY

This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this prospectus.  This summary is not complete and does not contain all of the information you should consider before participating in the exchange offers.  You should read carefully the entire prospectus, including “Risk Factors” and the documents incorporated by reference herein, which are described under “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.”

Suzano Austria

Suzano Austria is a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria, registered under registration number FN 62444f with the companies’ register of the Commercial Court of Vienna, with its corporate seat in Vienna and its business address at 1010 Vienna, Fleischmarkt 1. Suzano Austria is a wholly-owned trading company, with indefinite term of duration, and its corporate purpose is the acquisition, sale and participation of and in other companies. Suzano Austria’s capital is €36,336.42 and divided into quotas, all held and fully paid in by Suzano.

Suzano

Overview

With more than 90 years of experience, we operate mainly in the pulp (paper grade and fluff) and paper (paperboard, printing and writing and tissue) segments. We believe that we are one of the largest vertically integrated producers of pulp and paper in Latin America and, according to Hawkins Wright, Suzano was the second largest producer of eucalyptus pulp in the world and the fourth largest producer of virgin market pulp in the world in 2018 (considering the nominal capacity before the merger of shares (incorporação de ações) (the “Merger”) between us and Fibria). As other Brazilian eucalyptus pulp producers, we have the lowest cost of pulp production in the world. We believe our modern technology of plantation and harvesting and our strategic location for plantation facilities are among our competitive strengths.

We believe we are one of Brazil’s largest paper producers, and based on data from IBÁ, we accounted for nearly 40% of the printing and writing paper and 26% of the paperboard produced in Brazil in 2017. Our share of Brazilian paper production remained unchanged following the Merger, as Fibria did not have any paper production.

Our structure includes administrative offices in Salvador and São Paulo, two integrated pulp and paper production facilities in the state of São Paulo (Suzano and Limeira units), a non-integrated paper production facility in the state of São Paulo (Rio Verde unit), an integrated pulp, paper and tissue facility in the state of Bahia (Mucuri unit), an integrated pulp and tissue facility in the state of Maranhão (Imperatriz unit), and FuturaGene, a biotechnology research and development subsidiary. We own one of the largest distribution structures for paper and graphic products in South America. Following the Merger, we also own pulp production facilities in the state ofEspírito Santo (Aracruz unit), in the state of São Paulo state (Jacareí Unit), one unit with two production lines in Três Lagoas (in the state of Mato Grosso do Sul) and a 50% equity participation in Veracel together with Stora Enso, an industrial unit located in Eunápolis (in the state of Bahia).

Our eucalyptus pulp production satisfies 100% of our requirements for paper production, and we sell the remaining production as market pulp. As of December 31, 2018, our total eucalyptus pulp installed production capacity was 4.6 million tons per year, and our total production volume was 4.8 million tons, of which 3.5 million tons were produced as market pulp and the remainder was used for the production of 1.3 million tons of paper and paperboard.

The scale of our production capacity, the proximity of our planted forests to our mills and the integration of our pulp and paper production process allow us to benefit from substantial economies of scale and low production costs. Our Limeira, Suzano and Rio Verde units are primarily focused on the Brazilian market and are located near the city of São Paulo, the largest consumer market in Brazil according to data from IBÁ and RISI, located approximately 90 km from the port of Santos, an important export hub, and approximately 190 km from our planted forests. Our Mucuri unit is focused primarily on export markets, and is located approximately 320 km from the port

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of Vitória, approximately 250 km from Portocel, a port specialized in exporting pulp and paper located in the state of Espírito Santo. The Imperatriz unit, in Maranhão, is also focused primarily on export markets and is located approximately 600 km from the port of Itaquí. Exports are carried from our units to the ports by rail, allowing for very competitive transportation costs. The relatively short distances between our planted forests, our mills and most of our Brazilian customers or export facilities provide us with relatively low transportation costs, which in turn results in lower total production costs.

Our shares are traded on the special listing segment of the B3 (Brasil, Bolsa, Balcão), which provides for the highest level of corporate governance in the Brazilian market, and our ADSs are traded on the NYSE.

Recent Developments

Fibria Legal Merger

On April 1, 2019, Suzano approved in an extraordinary shareholders meeting the legal merger of Fibria, with the transfer of all Fibria’s shareholders’ equity to Suzano and Fibria’s subsequent winding up. As a result of the legal merger, Suzano’s name changed to “Suzano S.A.,” and Suzano succeeded to Fibria in all of its rights and obligations.

Market Pulp Production in 2019

On May 9, 2019, Suzano informed its shareholders, investors and the market in general that its market pulp production volume in 2019 is expected to reach between 9.0 and 9.4 million tons, implying a gradual reduction of production during the year when compared to its productive capacity and historical volumes.

Prepayment of Financing Agreements Guaranteed by Export Credit Agencies

On April 29 and April 30, 2019, Suzano voluntarily prepaid U.S.$208.4 million (equivalent to R$822.2 million) related to certain financing agreements that were guaranteed by the export credit agencies with Finnvera and The Swedish Export Credits Guarantee Board (“EKN”).

On June 17, 2019, Suzano voluntarily prepaid the outstanding amount of U.S.$378.7 million (equivalent to R$1,473.0 million) related to certain financing agreements that were guaranteed by the export credit agency Finnvera, initially contracted in May 2016, which maturity date was 2025.

2047 Bond Re-Opening

On May 21, 2019, Suzano Austria issued an additional amount of U.S.$250.0 million (equivalent to R$1,020.3 million) of its 7.000% Senior Notes due 2047, with yield at the rate of 6.245% p.a. and coupon at the rate of 7.0% p.a., to be paid semiannually, in March and September, with maturity on March 16, 2047.

2030 Bond Issuance

On May 21, 2019, Suzano Austria issued an aggregate amount of U.S.$1,000.0 million (equivalent to R$4,081.0 million) of 5.000% Senior Notes due 2030, with yield at the rate of 5.180% p.a. and coupon at the rate of 5.0% p.a., to be paid semiannually, in January and July, with maturity on January 15, 2030.

Early Redemption of Debentures

On May 31, 2019, Suzano redeemed in full its unsecured debentures of its 7th issuance, non-convertible into shares, with maturity on January 7, 2020, by paying the total outstanding amount of R$2,019.6 million, comprising the total balance of the face value per unit of the totality of the debentures of such issuance plus the corresponding remuneration.

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Export Prepayment

On June 14, 2019, Fibria International Trade GmbH, a wholly-owned subsidiary of Suzano, entered into a syndicated export prepayment transaction in the amount of U.S.$750.0 million (equivalent to R$2,911.0 million), with a term of six years and grace period of five years. Suzano is the guarantor of the transaction.

On June 14, 2019, Suzano entered into an export prepayment agreement in the amount of R$578.4 million (U.S.$149.0 million), with annual interest payment of 7.70% p.a. and maturing in 2024.

Early Prepayment

On June 17, 2019, Suzano, through its subsidiary Fibria International Trade GmbH, voluntarily prepaid the amount of U.S.$631.1 million (equivalent to R$2,454.7 million), related to an export prepayment agreement, with quarterly interest payments of 1.15% p.a. plus quarterly LIBOR, which was scheduled to mature in 2022.

On June 18, 2019, Suzano, through its subsidiary Fibria International Trade GmbH, voluntarily prepaid the amount of U.S.$156.0 million (equivalent to R$602.3 million), related to an export prepayment agreement, with quarterly interest payments of 1.15% p.a. plus quarterly LIBOR, which was scheduled to mature in 2022.

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SUMMARY OF THE EXCHANGE OFFERS

Issuer	Suzano Austria is a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria, registered under registration number FN 62444f with the companies’ register of the Commercial Court of Vienna, with its corporate seat in Vienna and its business address at 1010 Vienna, Fleischmarkt 1. Suzano Austria is a wholly-owned trading company, with indefinite term of duration, and its corporate purpose is the acquisition, sale and participation of and in other companies. Suzano Austria’s capital is €36,336.42 and divided into quotas, all held and fully paid in by Suzano.
Old Securities	Suzano Austria has issued U.S.$1,750,000,000 aggregate principal amount of its 6.000% Senior Notes due 2029, or the “2029 Old Notes.” An aggregate principal amount of U.S.$1,000,000,000 was issued on September 20, 2018, and  a further aggregate principal amount of U.S.$750,000,000 was issued on February 5, 2019. Suzano Austria has issued U.S.$1,000,000,000 aggregate principal amount of its 5.000% Senior Notes due 2030, or the “2030 Old Notes” and, together with the 2029 Old Notes, the “Old Securities.” The 2029 Old Notes were issued on May 29, 2019. The 2029 Old Notes and the 2030 Old Notes are unconditionally and irrevocably guaranteed by Suzano. The 2029 Old Notes and the 2030 Old Notes are unregistered and were issued by Suzano Austria in private placements to certain initial purchasers, who resold such 2029 Old Notes and 2030 Old Notes in offshore transactions and to qualified institutional buyers in transactions exempt from the registration requirements of the Securities Act.
New Securities	We are offering new, registered 6.000% Senior Notes due 2029, or the “2029 New Notes” in exchange for the 2029 Old Notes, and new, registered 5.000% Senior Notes due 2030, or the “2030 New Notes” and, together with the 2029 New Notes, the “New Securities,” in exchange for the 2030 Old Notes. The New Securities will be unconditionally and irrevocably guaranteed by Suzano.
Registration Rights Agreements	When Suzano Austria issued the two series of Old Securities, Suzano Austria and Suzano entered into an exchange and registration rights agreement with the initial purchasers named therein, in which they agreed to use their commercially reasonable efforts to complete exchange offers for those Old Securities on or prior to particular dates.

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The Exchange Offers	Under the terms of the exchange offers, holders of each series of Old Securities are entitled to exchange Old Securities for an equal principal amount of New Securities with substantially identical terms, except for terms with respect to additional interest payments, registration rights and legends reflecting transfer restrictions. The series of New Securities that Suzano Austria will issue in exchange for Old Securities will correspond to the series of Old Securities tendered as follows:
	New Securities	Old Securities	CUSIP / ISIN Restricted Global Note	CUSIP / ISIN Regulation S Global Note
	2029 New Notes	2029 Old Notes	86964WAC6/ US86964WAC64	A8372TAF5/ USA8372TAF50
	2030 New Notes	2030 Old Notes	86964WAG7/ US86964WAG78	A8372TAK4/ USA8372TAK46
	You should read the discussion under the heading “Description of the New Securities” for further information about the New Securities and the discussion under the heading “The Exchange Offers” for more information about the exchange process.
Minimum Denomination	The Old Securities may be tendered only in a principal amount of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
Principal Amount Outstanding	As of the date of this prospectus, the following amounts of each series are outstanding: ·U.S.$1,750,000,000 aggregate principal amount of 2029 Old Notes; and ·U.S.$1,000,000,000 aggregate principal amount of 2030 Old Notes.

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Resale of New Securities	Based on an interpretation by the SEC staff set forth in no-action letters issued to third parties, we believe that you may offer the New Securities issued in the exchange offers for resale, resell them or otherwise transfer them without compliance with the registration and prospectus delivery provisions of the Securities Act, as long as: ·you are not a broker-dealer who purchased the Old Securities directly from us for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act; ·you are not an “affiliate” of Suzano Austria or of Suzano, as that term is defined in Rule 405 of the Securities Act; and ·you are acquiring the New Securities in the ordinary course of your business, you are not participating in, and do not intend to participate in, a distribution of the New Securities and you have no arrangement or understanding with any person to participate in a distribution of the New Securities. If any statement above is not true and you transfer any New Security without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from the registration requirements of the Securities Act, you may incur liability under the Securities Act.  We do not assume responsibility for or indemnify you against this liability. If you are a broker-dealer and receive New Securities for your own account in exchange for Old Securities that you acquired as a result of market making or other trading activities, you must acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Securities. We will make this prospectus available to broker-dealers for use in resales for 180 days after the expiration date of the exchange offers.
Consequences of Failure to Exchange Old Securities	If you do not exchange your Old Securities for New Securities, you will continue to hold your Old Securities. You will no longer be able to require that we register the Old Securities under the Securities Act.  In addition, you will not be able to offer or sell the Old Securities unless: ·they are registered under the Securities Act; or ·you offer or sell them under an exemption from the requirements of, or in a transaction not subject to, the Securities Act.
Expiration Date	The exchange offers will expire at 5:00 p.m., New York City time, on                    , 2019, unless we decide to extend the expiration date.

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Conditions to the Exchange Offers	We may terminate the exchange offers and refuse to accept any Old Securities for exchange if: ·there has been a change in applicable law or the SEC staff’s interpretation of applicable law, and the exchange offers are not permitted under applicable law or applicable SEC staff interpretations of law; or ·there is a stop order in effect or threatened with respect to the exchange offers or the indentures governing those securities. We have not made the exchange offers contingent on holders tendering any minimum principal amount of Old Securities for exchange.
Certain Deemed Representations, Warranties and Undertakings	If you participate in the exchange offers, you will be deemed to have made certain acknowledgments, representations, warranties and undertakings. See “The Exchange Offers—Holders’ Deemed Representations, Warranties and Undertakings.”
Procedure for Tendering Old Securities	If you wish to participate in the exchange offers, you must deliver electronically your acceptance together with your Old Securities through DTC’s Automated Tender Offer Program, or “ATOP,” system. If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds your securities, arrange for a direct participant in DTC to submit your acceptance to DTC electronically
Withdrawal Rights	You may withdraw the tender of your Old Securities at any time prior to 5:00 p.m., New York City time, on the expiration date, unless we have already accepted your Old Securities. To withdraw, you must send a written notice of withdrawal to the exchange agent through the electronic submission of a message in accordance with the procedures of DTC’s ATOP system by 5:00 p.m., New York City time, on the scheduled expiration date. We may extend the expiration date without extending withdrawal rights. If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds your securities, arrange for a direct participant in DTC to submit your written notice of withdrawal to DTC electronically by 5:00 p.m., New York City time, on the expiration date.
Acceptance of Old Securities and Delivery of New Securities	If all of the conditions to the exchange offers are satisfied or waived, we will accept any and all Old Securities that are properly tendered in the exchange offers prior to 5:00 p.m., New York City time, on the expiration date. We will deliver the New Securities promptly after the expiration of the exchange offers.

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Tax Considerations	The exchange of Old Securities for New Securities should not be a taxable exchange for United States federal income tax purposes. See “Taxation—United States Considerations.”  For a discussion of certain Austrian and Brazilian tax considerations, see “Taxation—Austrian Tax Considerations” and “Taxation—Brazilian Tax Considerations,” respectively. You should consult your tax advisor about the tax consequences of the exchange offers as they apply to your individual circumstances.
Fees and Expenses	We will bear all expenses related to consummating the exchange offers and complying with the exchange and registration rights agreement.
Exchange Agent	Deutsche Bank Trust Company Americas is serving as the exchange agent for the exchange offers. The exchange agent’s address, telephone number and facsimile number are included under the heading “The Exchange Offers—The Exchange Agent.”
Risk Factors	Holders of Old Securities that do not exchange their Old Securities for New Securities will continue to be subject to the restrictions on transfer that are listed on the legends of those Old Securities. These restrictions will make the Old Securities less liquid. To the extent that Old Securities are tendered and accepted in the exchange offers, the trading market, if any, for the Old Securities would be reduced. We cannot promise that a market for the New Securities will be liquid or will continue to exist. Prevailing interest rates and general market conditions could affect the price of the New Securities. This could cause the New Securities to trade at prices that may be lower than their principal amount or their initial offering price. In addition to these risks, there are additional risk factors beginning on page 13.

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SUMMARY OF THE TERMS OF THE NEW SECURITIES

Issuer	Suzano Austria GmbH, or “Suzano Austria.”
2029 New Notes Offered	U.S.$1,750,000,000 aggregate principal amount of 6.000% Senior Notes due 2029, or the “2029 New Notes.”
2030 New Notes Offered	U.S.$1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2030, or the “2030 New Notes.”
Form and Terms	The form and terms of each series of New Securities are the same as the form and terms of the Old Securities of the corresponding series, except that: ·the New Securities will be registered under the Securities Act and therefore will not bear legends restricting their transfer; and ·holders of the New Securities will not be entitled to some of the benefits of the exchange and registration rights agreement. The New Securities will evidence the same debt as the Old Securities.
Maturity Date	For the 2029 New Notes: January 15, 2029. For the 2030 New Notes: January 15, 2030.
Interest	For the 2029 New Notes: The 2029 New Notes will bear interest from July 15, 2019, at the rate of 6.000% per annum, payable semi-annually in arrears on each interest payment date. For the 2030 New Notes: The 2030 New Notes will bear interest from May 29, 2019, at the rate of 5.000% per annum, payable semi-annually in arrears on each interest payment date. If your Old Securities are accepted for exchange, you will receive interest on the corresponding New Securities and not on such Old Securities. Any Old Securities not tendered will remain outstanding and continue to accrue interest according to their terms.
Interest Payment Dates	For the 2029 New Notes: January 15 and July 15 of each year, commencing on January 15, 2020.  The 2029 New Notes will bear interest from the most recent date on which interest has been paid on the corresponding 2029 Old Notes. If your 2019 Old Notes are accepted for exchange, you will receive interest on the corresponding 2029 New Notes and not on the 2029 Old Notes. Any 2029 Old Notes not tendered will remain outstanding and continue to accrue interest according to their terms. For the 2030 New Notes: January 15 and July 15 of each year, commencing on January 15, 2020.
Denominations	Suzano Austria will issue the New Securities only in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

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Trustee, Registrar, Paying Agent and Transfer Agent	Deutsche Bank Trust Company Americas.
Codes
(a)  CUSIP	For the 2029 New Notes: 86964W AF9. For the 2030 New Notes: 86964W AH5.
(b)  ISIN	For the 2029 New Notes: US86964WAF95. For the 2030 New Notes: US86964WAH51.
Use of Proceeds	Suzano Austria will not receive any cash proceeds from the issuance of the New Securities.
Indentures	The 2029 New Notes will be issued under a second supplemental indenture to the indenture dated as of September 20, 2018, as amended and supplemented by the first supplemental indenture dated February 5, 2019, by and among Suzano Austria, Suzano, and Deutsche Bank Trust Company Americas, as trustee, registrar, paying agent and transfer agent (the “2029 Indenture”). The 2030 New Notes will be issued under a supplemental indenture to the indenture dated as of May 29, 2019 by and among Suzano Austria, Suzano, and Deutsche Bank Trust Company Americas, as trustee, registrar, paying agent and transfer agent (the “2030 Indenture” and, together with the 2029 Indenture, the “Indentures”).
Guarantees	The New Securities will be unconditionally guaranteed by Suzano under the guarantees. See “Description of the New Securities.”
Ranking	The New Securities constitute general senior unsecured and unsubordinated obligations of Suzano Austria that will at all times rank equally among themselves and with all other unsecured unsubordinated indebtedness issued from time to time by Suzano Austria. The obligations of Suzano under the guarantees constitute general senior unsecured obligations of Suzano that will at all times rank equally among themselves and with all other senior unsecured obligations of Suzano that are not, by their terms, expressly subordinated in right of payment to Suzano’s obligations under the guarantees.

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Optional Redemption	Prior to the Par Call Date, Suzano Austria may redeem the New Securities of a series in whole at any time, or in part from time to time, at a redemption price based on a “make-whole” premium, plus accrued and unpaid interest, if any, to the redemption date, provided that the New Securities of such series in an aggregate principal amount equal to at least U.S.$ 150 million remain outstanding immediately after the occurrence of any partial redemption of the New Securities. At any time on or after the Par Call Date, Suzano Austria may redeem the New Securities of a series, in whole or in part at a redemption price equal to 100% of the principal amount of the New Securities of such series being redeemed plus accrued and unpaid interest on the principal amount of the New Securities being redeemed to such redemption date. See Description of the New Securities—Optional Redemption—Optional Redemption With a Make-Whole premium.”
Early Redemption at Suzano Austria’s Option Solely for Tax Reasons	The New Securities will be redeemable in whole but not in part, at 100% of their principal amount plus accrued and unpaid interest and additional amounts, if any, at any time upon the occurrence of specified events relating to Brazilian, Austrian or other relevant jurisdictions’ tax laws. See “Description of the New Securities—Optional Redemption—Redemption for Taxation Reasons.”
Certain Covenants	The Indentures governing the New Securities contain covenants that, among other things, limit Suzano’s ability and the ability of Suzano’s restricted subsidiaries (including, in certain cases, Suzano Austria) to: · enter into sale and leaseback transactions; · enter into transactions with affiliates; · create liens; and · consolidate, merge or sell all or substantially all of our assets. In addition, the Indentures, among other things, require us to provide reports to the Trustee and holders of the New Securities. These covenants are subject to a number of important exceptions, limitations and qualifications, which are described under “Description of the New Securities.”
Events of Default	For a discussion of certain events of default that will permit acceleration of the principal of the New Securities plus accrued interest, see “Description of the New Securities—Defaults and Remedies—Events of Default.”
Further Issuances	Suzano Austria may from time to time and, without consent of the holders of the New Securities, issue additional notes of the same series and having the same terms in all material respects as the New Securities of a series initially issued in this offering except that the date from which interest will accrue may be different.  See “Description of the New Securities.”

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Modification of New Securities, Indentures and Guarantees	The terms of the Indentures, the New Securities and the New Securities guarantees may be modified by Suzano Austria, Suzano and the trustee, in some cases without the consent of the holders of the New Securities. See “Description of the New Securities—Amendments and Waivers.”
Book Entry; Delivery and Form	The New Securities will be issued in book-entry form through the facilities of DTC for the accounts of its direct and indirect participants, including Clearstream Banking, société anonyme, and Euroclear S.A./N.V., as operator of the Euroclear System, and will trade in DTC’s Same-Day Funds Settlement System.  Beneficial interests in New Securities held in book-entry form will not be entitled to receive physical delivery of certificated New Securities except in certain limited circumstances. See “Book Entry; Delivery and Form.”
Withholding Taxes; Additional Amounts	All payments of principal and interest by Suzano Austria in respect of the New Securities will be made without withholding or deduction for any Brazilian, Austrian or other relevant jurisdictions’ taxes or other governmental charges unless such withholding or deduction is required by law. In the event we are required to withhold or deduct amounts for any taxes or other governmental charges, we will pay such additional amounts as are necessary to ensure that the holders of the New Securities receive the same amount as such holders would have received without such withholding or deduction, subject to certain exceptions. See “Description of the New Securities—Payment of Additional Amounts.”
Governing Law	The Indentures governing the New Securities, the New Securities and the guarantees will be governed by, and construed in accordance with, the laws of the State of New York.
Listing	Suzano Austria intends to have the New Securities approved for listing on the NYSE. We cannot assure you that the application will be accepted.
Risk Factors	You should carefully consider the risk factors discussed beginning on page 13, the section entitled “Risk Factors” in Suzano’s 2018 Form 20-F, which is incorporated by reference in this prospectus, and the other information included or incorporated by reference in this prospectus, before deciding to invest in the New Securities.

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RISK FACTORS

An investment in the New Securities involves a high degree of risk. You should carefully consider the risk factors discussed below and under “Item 3. Key Information—D. Risk Factors” in Suzano’s 2018 Form 20-F incorporated by reference herein, before investing in the New Securities. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. The market price of the New Securities could decline due to any of these risks or other factors, and you may lose all or part of your investment. The risks described below are those that we currently believe may adversely affect us. Additional risks or uncertainties not currently known by us, or currently considered immaterial by us, may also significantly affect our business.

Risks Relating to the Exchange Offers

If holders of Old Securities do not participate in the exchange offers, the Old Securities will continue to be subject to transfer restrictions.

Holders of Old Securities that are not registered under the Securities Act who do not exchange their unregistered Old Securities for New Securities will continue to be subject to the restrictions on transfer that are listed on the legends of those Old Securities. These restrictions will make the Old Securities less liquid. To the extent that Old Securities are tendered and accepted in the exchange offers, the trading market, if any, for the Old Securities would be reduced.

Risks Relating to the New Securities

An active trading market for the New Securities may not develop or be maintained.

The New Securities constitute a new issue of securities, for which there is no existing market. Although we intend to use commercially reasonable efforts to list the New Securities on the NYSE, we cannot provide any assurances that the application will be accepted. Further, no assurance can be provided regarding the future development or continuance, as the case may be, of a market for the New Securities, your ability to sell your New Securities, or the price at which you may be able to sell your New Securities. Accordingly, we cannot assure that an active trading market for the New Securities will develop or, if a trading market develops, that it will continue. The lack of an active trading market for the New Securities would have a material adverse effect on the market price and liquidity of the New Securities, and the New Securities may be traded at a discount from their initial offering price.

Any further downgrading of Brazil’s credit rating could adversely affect the price of the New Securities.

We can be adversely affected by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies regularly evaluate Brazil and its sovereign ratings, which are based on a number of factors, including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors.

Brazil has lost its investment grade sovereign debt credit rating by the three main U.S. based credit rating agencies, Standard & Poor’s, Moody’s and Fitch, which began to review Brazil’s sovereign credit rating in September 2015.

Standard & Poor’s downgraded Brazil’s sovereign debt credit rating from BBB-minus to BB-plus in September 2015, subsequently reduced it to BB in February 2016, maintaining its negative outlook on the rating, citing Brazil’s fiscal difficulties and economic contraction as signs of a worsening credit situation. In January 2018, Standard & Poor’s lowered its rating to BB- minus with a stable outlook in light of doubts regarding this year’s presidential election and pension reform efforts.

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In December 2015, Moody’s placed Brazil’s Baa3 sovereign debt credit rating on review and downgraded it in February 2016 to Ba2 with a negative outlook, citing the prospect for further deterioration in Brazil’s indebtedness figures amid a recession and challenging political environment.

Fitch downgraded Brazil’s sovereign credit rating to BB-plus with a negative outlook in December 2015, citing the country’s rapidly expanding budget deficit and worse-than-expected recession, and made a further downgrade in May 2016 to BB with a negative outlook, which it maintained in 2017. In February 2018, Fitch downgraded Brazil’s sovereign credit rating again to BB-negative, citing, among other reasons, fiscal deficits, the increasing burden of public debt and inability to implement reforms that would structurally improve Brazil’s public finances.

Brazil’s sovereign credit rating is currently rated below investment grade by the three main U.S. based credit rating agencies. Consequently, the prices of securities issued by Brazilian companies have been negatively affected. Another Brazilian recession or continued political uncertainty, among other factors, could lead to further ratings downgrades. Any further downgrade of Brazil’s sovereign credit ratings could heighten investors’ perception of risk and, as a result, adversely affect the price of the notes.

We cannot guarantee that the rating agencies will maintain these classifications in relation to Brazilian credit and any downgrade in Brazil’s sovereign credit ratings could increase the risk perception of investments and as a result increase the cost of our future debt issuances and adversely affect the trading price of our securities.

We may incur additional indebtedness, including debt ranking equal to the New Securities and the Guarantees.

The indentures will permit Suzano and Suzano Austria and its subsidiaries to incur additional debt, including debt that ranks on an equal and ratable basis with the notes and the New Securities Guarantees. If Suzano or Suzano Austria or any of their respective subsidiaries incur additional debt or guarantees that rank on an equal and ratable basis with their respective indebtedness or New Securities Guarantees, as the case may be, the holders of that debt (and beneficiaries of those guarantees) would be entitled to share ratably with the holders of the notes in any proceeds that may be distributed upon Suzano’s bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding up. This would likely reduce the amount of any liquidation proceeds that would be available to you.

Suzano’s obligations under the New Securities Guarantees will be junior to the Suzano’s secured debt obligations as well as to other statutory preferences, effectively junior to debt obligations of the Guarantor’s subsidiaries and adversely affected by the solvency or insolvency of the Guarantor’s subsidiaries.

The New Securities Guarantees will constitute senior unsecured obligations of the Guarantor. The New Securities Guarantees will rank equal in right of payment with all of the Guarantor’s other existing and future senior unsecured indebtedness. Although the New Securities Guarantees will provide the holders of the New Securities with a direct, but unsecured, claim on the Guarantor’s assets and property, payment on the New Securities Guarantees under the New Securities will be subordinated to the secured debt of the Guarantor to the extent of the assets and property securing such debt, as well as to other statutory preferences, including post-petition claims, claims for salaries, wages, social security, taxes and court fees and expenses, among others.

Payment on the New Securities Guarantees under the New Securities will also be structurally subordinated to the payment of secured and unsecured debt and other obligations of the Guarantor’s subsidiaries. In the event of a bankruptcy, liquidation or judicial or extrajudicial reorganization of any of the Guarantor’s respective subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment in full of their claims from the assets of those subsidiaries before any assets are made available for distribution to the Guarantor.

Upon a liquidation or reorganization of the Guarantor, any right of the holders of the Securities to participate in the assets of the Guarantor, including the capital stock of its subsidiaries, will be subject to the prior claims of the Guarantor’s secured creditors, as well as to other statutory preferences, including post-petition claims, claims for salaries, wages, social security, taxes and court fees and expenses, and any such right to participate in the

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assets of the Guarantor’s subsidiaries will be subject to the prior claims of the creditors of its subsidiaries. The indentures include a covenant limiting the ability of the Guarantor and its subsidiaries to create or suffer to exist liens, although this limitation is subject to significant exceptions. In such a scenario, enforcement of the New Securities Guarantees under the New Securities may be jeopardized and noteholders may lose some or all of their investment.

As of March 31, 2019, on a consolidated basis, Suzano had R$60,764.6 million (U.S.$15,593.9 million) aggregate amount of debt outstanding (composed of current and non-current loans and financing and debentures), of which R$5,223 billion (U.S.$1,340 million) was secured.

The Issuer’s ability to make payments on the New Securities depends on its receipt of payments from Suzano. The Issuer is a wholly-owned subsidiary of Suzano and has no substantial assets, but has substantial liabilities, including, as of the date of this prospectus, U.S.$700 million 5.750% Notes maturing on July 14, 2026, U.S.$1,250 million 7.000% Notes maturing on March 16, 2047, U.S.$1,750 million 6.000% Notes maturing on January 15, 2029 and U.S.$1,000 million 5.000% Notes maturing on January 15, 2030. Holders of the New Securities must rely on Suzano’s operations to pay amounts due in connection with the New Securities. The ability of the Issuer to make payments of principal, interest and any other amounts due under the New Securities is contingent on its receipt from Suzano of amounts sufficient to make these payments, and, in turn, on Suzano’s ability to make these payments. In the event that Suzano is unable to make such payments for any reason and in a timely manner, the Issuer will not have sufficient resources to satisfy its obligations under the indentures governing the New Securities.

Brazilian bankruptcy laws may be less favorable to investors than bankruptcy and insolvency laws in other jurisdictions.

If we are unable to pay our indebtedness, including our obligations under the New Securities, we may become subject to bankruptcy proceedings in Brazil. The bankruptcy laws of Brazil currently in effect are significantly different from, and may be less favorable to creditors than, those of certain other jurisdictions. Noteholders may have limited voting rights at creditors’ meetings in the context of a court reorganization proceeding. In addition, in the event of our bankruptcy, all of our debt obligations, including the New Securities Guarantees, which are denominated in foreign currency, will be converted into reais at the prevailing exchange rate on the date of declaration of our bankruptcy by the court. We cannot assure investors that such rate of exchange will afford full compensation of the amount invested in the New Securities plus accrued interest. In addition, our creditors may hold negotiable instruments or other instruments governed by local law that grant rights to attach the assets at the inception of judicial proceedings in the relevant jurisdiction, which attachment is likely to result in priorities benefitting those creditors when compared to the rights of holders of the New Securities.

Brazil’s foreign exchange policy may affect our ability to make money remittances outside Brazil with respect to the New Securities Guarantees.

Under current Brazilian regulations, we are not required to obtain authorization from the Central Bank in order to make payments in U.S. dollars outside Brazil to holders of the New Securities, including under the New Securities Guarantees. However, we cannot assure that these regulations will continue to be in force at the time we may be required to perform our payment obligations under the New Securities or the New Securities Guarantees. If these regulations or their interpretation are modified and an authorization from the Central Bank is required, we would be required to seek an authorization from the Central Bank to transfer the amounts under New Securities or the New Securities Guarantees out of Brazil or, alternatively, make such payments with funds held by us outside Brazil. We cannot assure that such an authorization will be obtained or that such funds will be available. If such authorization is not obtained, we may be unable to make payments to holders of the New Securities in U.S. dollars. If we are unable to obtain the required approvals as needed for the payment of amounts owed by the Guarantor through remittances from Brazil, we may have to seek other lawful mechanisms to effect payment of amounts due under the New Securities. However, we cannot assure you that other remittance mechanisms will be available in the future, and even if they are available in the future, we cannot assure you that payment on the New Securities would be possible through such mechanism.

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The interests of our controlling shareholder may conflict with the interests of the holders of the New Securities.

Our controlling shareholder has the power to, among other things, elect a majority of the members of our board of directors and to decide any matters requiring shareholder approval, including related-party transactions, corporate reorganizations and dispositions, and the timing and payment of any future dividends, subject to the requirements of mandatory dividends under Brazilian Corporate Law. Our controlling shareholders may have an interest in making acquisitions, disposals of assets, partnerships, seeking financing or making other decisions that may conflict with the interests of the holders of the New Securities. We have entered into, and we intend to continue to enter into, arm’s-length commercial and financial transactions with our controlling shareholder and related companies. Commercial and financial transactions between related parties and us may result in conflicts of interest, which may adversely affect us. See “Related Party Transactions.”

We may be unable to purchase the New Securities upon a specified change of control event, which would result in an event of default under the indentures governing the New Securities.

The terms of the New Securities will require the Issuer to make an offer to repurchase the New Securities upon the occurrence of a specified change of control event at a purchase price equal to 101% of the principal amount of the New Securities, plus accrued and unpaid interest to the date of the repurchase and additional amounts, if any. Any financing arrangements we may enter into may require repayment of amounts outstanding upon the occurrence of a change of control event. It is possible that we will not have sufficient funds at the time of the change of control to fund the required repurchase of New Securities by the Issuer or that restrictions in our credit facilities and other financing arrangements will not permit the Issuer to effect the required repurchases. See “Description of the New Securities—Certain Covenants— Repurchase of New Securities upon a Change of Control” and “The Offering.”

Judgments of Brazilian courts enforcing the Issuer’s or the Guarantor’s obligations, as applicable, under the New Securities, the indentures governing the New Securities or the New Securities Guarantees would be payable only in reais.

If proceedings are brought in the courts of Brazil seeking to enforce the Guarantor’s obligations under the New Securities Guarantees, the Guarantor would not be required to discharge its obligations in a currency other than reais. Any judgment obtained against the Guarantor in Brazilian courts in respect of any payment obligations under the New Securities Guarantees would be expressed in the real equivalent of the U.S. dollar amount of such sum at the exchange rate in effect (1) on the date of actual payment, (2) on the date on which such judgment is rendered or (3) on the date on which collection or enforcement proceedings are started against us. We cannot assure you that this amount in reais will afford you full compensation of the amount sought in any such litigation.

Enforcement of civil liabilities and judgments against the Issuer, the Guarantor or any of their or our respective directors or officers may be difficult.

The Issuer is a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria. All of its assets are located outside the United States. In addition, the Issuer’s directors are non-residents of the United States, and all or a substantial portion of the assets of such person are or may be located outside the United States.

The Guarantor is a corporation (sociedade por ações) incorporated under the laws of Brazil. A significant portion of our assets and a substantial majority of our operations are located, and a substantial majority of our revenues are derived, outside the United States. In addition, our directors are non-residents of the United States, and all or a substantial portion of the assets of such person are or may be located outside the United States.

As a result of the above, investors may be unable to effect service of process within the United States upon such persons, or to enforce judgments against them obtained in the United States courts, including judgments predicated upon the civil liability provisions of the United States federal and state securities laws. There is uncertainty as to whether the courts of Brazil, Austria, or other jurisdictions would enforce (i) judgments of United States courts obtained against the Issuer or us or such affiliated persons, predicated upon the civil liability

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provisions of the United States federal and state securities laws or (ii) in original actions brought in such countries, liabilities against the Issuer or us or such affiliated persons, predicated upon the United States federal and state securities laws. As the United States and Austria do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters, a final judgment for payment of money rendered by the courts of the State of New York and the federal courts of the United States may not be enforceable, either in whole or in part, in Austria. See “Enforcement of Judgments.”

We may redeem the New Securities prior to maturity.

The Notes are redeemable at our option in the event of certain changes in applicable taxes and at our option for any other reason. We may choose to redeem those Notes at times when prevailing interest rates may be relatively low. Accordingly, an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the Notes.

The New Securities Guarantees may not be enforceable if deemed fraudulent and declared void.

The New Securities Guarantees may not be enforceable under Brazilian law. While Brazilian law does not prohibit the granting of guarantees, in the event that we were to become subject to a reorganization proceeding or to bankruptcy, our New Securities Guarantees, if granted up to two years before the declaration of bankruptcy, may be deemed to have been fraudulent and declared void, based upon our being deemed not to have received fair consideration in exchange for the New Securities Guarantees. In the event of a judicial reorganization, the New Securities Guarantees may be declared unenforceable against the Guarantor if a bankruptcy court considers that the Guarantor did not receive fair consideration in exchange for the New Securities Guarantees. Under Brazilian law, a guarantee is considered an accessory obligation to the underlying or principal obligation, and Brazilian law establishes that the nullity of the principal obligation causes the nullity of the accessory obligation. Therefore, a judgment obtained in a court outside Brazil against the Guarantor for enforcement of a guarantee in respect of obligations that have been considered null, may not be confirmed by the Superior Court of Justice of Brazil.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the New Securities under the exchange offers.

In consideration for issuing the New Securities as contemplated in this prospectus, we will receive in exchange an equal principal amount of Old Securities, which will be cancelled. Accordingly, the exchange offers will not result in any increase in our indebtedness.

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SELECTED FINANCIAL AND OPERATING INFORMATION

The following tables present a summary of our selected financial and operating data as of the dates and for each of the periods indicated. You should read the following information together with our Audited Annual Financial Statements, including the notes thereto and the information under “Item 5. Operating and Financial Review and Prospects” in Suzano’s 2018 Form 20-F, and our unaudited condensed consolidated interim financial information as of March 31, 2019.

CONSOLIDATED STATEMENT OF INCOME (LOSS) DATA

	For the three-month period ended March 31,						For the year ended December 31,
	2019		2019		2018		2018		2017		2016		2015		2014
	U.S.$ (3)		(in thousands of R$), except per share data
Net sales revenue	1,462,519		5,698,999		2,994,579		13,443,376		10,580,673		9,839,162		10,162,081		7,264,599
Cost of sales	(1,212,537	)	(4,724,893	)	(1,583,414	)	(6,922,331	)	(6,496,304	)	(6,563,080	)	(6,147,395	)	(5,355,664	)
Gross profit	249,982		974,106		1,411,165		6,521,045		4,084,369		3,276,082		4,014,686		1,908,935
Operating income (expenses)
Selling expenses	(113,250	)	(441,303	)	(121,957	)	(598,726	)	(423,325	)	(416,310	)	(409,986	)	(300,796	)
General and administrative expenses	(84,883	)	(330,765	)	(147,353	)	(825,209	)	(528,974	)	(427,100	)	(455,629	)	(392,761	)
Equity in earnings (loss) joint venture and associates	425		1,658		(53	)	7,576		5,872		(7,127	)	—		—
Other operating income (expenses), net	(4,846	)	(18,884	)	(9,867	)	(96,875	)	140,510		(1,150,561	)	(104,516	)	14,191
Operating profit before net financial income (expenses)	47,428		184,812		1,131,935		5,007,811		3,278,452		1,274,984		3,044,555		1,229,569
Net financial income (expenses)(4)
Financial expenses	(254,781	)	(992,804	)	(234,273	)	(1,500,374	)	(1,218,476	)	(1,156,204	)	(1,255,227	)	(1,103,727	)
Financial income	38,320		149,322		36,726		459,707		305,778		381,804		304,261		265,351
Derivative financial instruments	(163,455	)	(636,934	)	68,603		(2,735,196	)	73,271		528,839		(630,251	)	(57,390	)
Monetary and exchange variations, net	(116,952	)	(455,727	)	(28,406	)	(1,066,650	)	(179,413	)	1,367,281		(2,828,407	)	(697,746	)
Net income (loss) before taxes	(449,440	)	(1,751,331	)	974,585		165,298		2,153,470		2,396,704		(1,365,069	)	(363,943	)
Income taxes
Current	(33,169	)	(129,249	)	(104,216	)	(586,568	)	(202,187	)	(188,817	)	(19,052	)	(17,480	)
Deferred	167,179		651,448		(64,849	)	741,084		(236,431	)	(530,072	)	454,445		119,917
Net income (loss) for the period	(315,429	)	(1,229,132	)	805,520		319,814		1,820,994		1,677,815		(929,676	)	(261,506	)
Result of the period attributed to the controlling shareholders	(314,831	)	(1,226,803	)	805,520		319,693		1,820,994		1,677,815		(929,676	)	(261,506	)
Result of the period attributed to non-controlling shareholders	(598	)	(2,329	)	—		121		—		—		—		—
Basic earnings (loss) per share (1)
Common	(0.24042	)	(0.93686	)	0.73725		0.29236		1.66804		1.53922		(0.85429	)	(0.24071	)
Diluted earnings (loss) per share (2)
Common	(0.24042	)	(0.93686	)	0.73631		0.29199		1.66433		1.53430		(0.85429	)	(0.24071	)

19

(1) Basic earnings per share is calculated using the income attributable to controlling shareholders divided by the weighted average number of outstanding common shares.

(2) Diluted earnings per share is calculated based on the results attributable to the controlling shareholders divided by the weighted average number of outstanding common shares, subtracted from the potential dilutive effect generated by the conversion of all common shares. For March 31, 2019, December 31, 2015 and 2014, due to the loss recorded in the period, we do not consider the dilution effect in the calculation.

(3) In thousands of U.S.$, except per share data. For convenience purposes only, amounts in reais for the three months ended March 31, 2019 have been translated to U.S. dollars using a rate of R$3.8967 to U.S.$1.00, the commercial selling rate for U.S. dollars at March 29, 2019 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate.

(4) For the years ended on December 31, 2014, 2015, 2016, 2017 and 2018, the Company decided to demonstrate the financial results, according to note 23 Net Financial Result of our unaudited condensed consolidated interim financial information as of March 31, 2019. The Company believes that such practice improves the transparency of the disclosure of financial results in the Statements of Income (loss).

20

CONSOLIDATED BALANCE SHEET DATA

	As of March 31,		As of December 31,
	2019	2019	2018	2017 (1)	2016	2015	2014
	(in thousands of U.S.$)(2)	(in thousands of R$)
Assets
Current assets
Cash and cash equivalents	794,489	3,095,885	4,387,453	1,076,833	1,614,697	1,477,246	3,686,115
Financial investments	946,244	3,687,230	21,098,565	1,631,505	2,080,615	970,850	—
Trade accounts receivables	900,105	3,507,439	2,537,058	2,297,763	1,548,741	1,842,561	1,207,398
Inventories	2,064,478	8,044,651	1,853,104	1,198,265	1,318,905	1,326,396	1,077,081
Recoverable taxes	242,361	944,407	296,832	300,988	425,758	596,936	475,632
Derivative financial instruments	158,053	615,887	352,454	77,090	367,145	158,930	39,266
Advances to suppliers	26,396	102,857	98,533	86,499	532,655	27,016	9,711
Other assets	82,578	321,781	169,175	119,610	112,952	132,536	114,221
Assets held for sale	84	329	5,718	11,535	—	50,000	—
Total current assets	5,214,788	20,320,466	30,798,892	6,800,088	8,001,468	6,582,471	6,609,424
Non—current assets
Receivables from other related parties	—	—	—	—	13,000	—	—
Recoverable taxes	198,038	771,696	231,498	283,757	349,536	433,070	481,626
Financial investments	45,053	175,559	—	—	—	—	—
Deferred taxes	367,268	1,431,134	8,998	2,606	4,624	2,583	1,143
Derivative financial instruments	195,152	760,448	141,480	56,820	77,035	36,463	20,826
Advances to suppliers	243,446	948,636	218,493	221,555	216,578	251,287	247,779
Judicial deposits	87,830	342,247	129,005	113,613	87,097	61,653	59,499
Other assets (3)	51,891	202,205	93,935	92,441	93,668	79,543	66,415
Biological assets	2,502,821	9,752,742	4,935,905	4,548,897	4,072,528	4,130,508	3,659,421
Property, plant and equipment	10,777,891	41,998,207	17,020,259	16,211,228	16,235,280	16,346,234	16,681,253
Right of Use on lease agreements	1,003,560	3,910,574	—	—	—	—	—
Intangible assets	4,738,690	18,465,253	339,841	188,426	219,588	329,625	292,070
Investments	58,687	228,684	14,338	6,764	873	—	—
Total non—current assets	20,270,327	78,987,385	23,133,752	21,726,107	21,369,807	21,670,966	21,510,032
Total assets	25,485,116	99,307,851	53,932,644	28,526,195	29,371,275	28,253,437	28,119,456

21

(1) The financial statements as of December 31, 2017, presented for comparison purposes, were adjusted for a better presentation and comparison with the information for the period ended December 31, 2018. The reclassifications in the line item “current assets” did not change the total of “current assets,” nor the total of our “assets.” The reclassifications were made to “other assets” in the amount of R$12,870 million and related to advances for the acquisition of wood for “advances to suppliers.”

(2) For convenience purposes only, amounts in reais for the three months ended March 31, 2019 have been translated to U.S. dollars using a rate of R$3.8967 to U.S.$1.00, the commercial selling rate for U.S. dollars at March 29, 2019 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate.

(3) For the years ended on December 31, 2014, 2015, 2016, 2017 and 2018 non-current other assets include non-current other assets and receivables from land expropriation balances derived from Suzano’s 2018 Form 20-F. The Company changed the previous year’s presentation to align balance sheet disclosure with information disclosed in its unaudited condensed consolidated interim financial information as of March 31, 2019. The Company believes that the current presentation is more adequate in light of on the irrelevance of the amounts from this balance sheet account.

22

CONSOLIDATED BALANCE SHEET DATA (CONTINUED)

	As of March 31,				As of December 31,
	2019		2019		2018		2017		2016		2015		2014
	(in thousands of U.S.$)(2)		(in thousands of R$)
Liabilities
Current liabilities
Trade accounts payables	1,039,104		4,049,078		632,565		621,179		582,918		581,477		501,555
Loans and financing	1,370,570		5,340,700		3,425,399		2,115,067		1,594,720		2,024,964		2,046,899
Debentures	534,320		2,082,084		1,297		—		—		—		—
Lease obligations	129,553		504,828		—		—		—		—		—
Derivative financial instruments	207,499		808,560		596,530		23,819		250,431		281,317		27,152
Taxes payable	58,573		228,240		243,835		125,847		78,175		56,285		54,525
Payroll and charges	77,866		303,419		234,192		196,467		165,030		164,782		141,489
Liabilities for assets acquisitions and subsidiaries	125,153		487,682		476,954		83,155		85,748		91,326		79,092
Dividends payable	2,911		11,343		5,434		180,550		370,998		122		114
Advance from customers	16,349		63,709		75,159		92,545		514,766		32,058		7,822
Other liabilities	86,097		335,494		367,313		280,437		187,088		278,243		208,997
Total current liabilities	3,647,994		14,215,137		6,058,678		3,719,066		3,829,874		3,510,574		3,067,645
Non—current liabilities
Loans and financing	12,492,512		48,679,573		27,648,657		10,076,789		12,418,059		12,892,378		11,965,230
Debentures	1,196,467		4,662,272		4,662,156		—		—		—		—
Lease obligations	901,116		3,511,378		—		—		—		—		—
Derivative financial instruments	541,140		2,108,659		1,040,170		104,077		221,047		353,814		100,116
Liabilities for assets acquisitions and subsidiaries	132,629		516,815		515,558		502,831		609,107		733,538		635,598
Provision for contingencies	905,335		3,527,818		351,270		317,069		246,634		198,559		218,540
Employee benefits	150,083		584,829		430,427		351,263		339,009		263,141		277,463
Deferred taxes	206,134		803,241		1,038,133		1,787,413		1,549,563		1,035,663		1,479,235
Share-based compensation plans	33,765		131,571		124,318		38,320		18,850		42,722		27,619
Other liabilities	54,715		213,206		37,342		12,756		14,143		35,289		32,878
Total non—current liabilities	16,613,894		64,739,362		35,848,031		13,190,518		15,416,412		15,555,104		14,736,679
Total liabilities	20,261,888		78,954,499		41,906,709		16,909,584		19,246,286		19,065,678		17,804,324
Equity
Share capital	2,378,752		9,269,281		6,241,753		6,241,753		6,241,753		6,241,753		6,241,753
Capital reserves	1,638,225		6,383,671		674,221		394,801		203,714		82,966		85,813
Treasury shares	(56,013	)	(218,265	)	(218,265	)	(241,088	)	(273,665	)	(288,858	)	(303,725	)
Retained earnings	943,658		3,677,153		2,992,590		2,922,817		1,638,620		701,815		1,852,294
Other reserves	598,702		2,332,963		2,321,708		2,298,328		2,314,567		2,450,083		2,438,997
Retained loss	(311,460	)	(1,213,666	)	—		—		—		—		—
Non-controlling interest in subsidiaries’ equity	31,364		122,215		13,928		—		—		—		—
Total equity	5,223,228		20,353,352		12,025,935		11,616,611		10,124,989		9,187,759		10,315,132
Total equity and liabilities	25,485,116		99,307,851		53,932,644		28,526,195		29,371,275		28,253,437		28,119,456

23

(1) The financial statements as of December 31, 2017, presented for comparison purposes, were adjusted for a better presentation and comparison with the information for the period ended December 31, 2018. The reclassifications in the line item “current assets” did not change the total of “current assets,” nor the total of our “assets.” The reclassifications were made to “other assets” in the amount of R$12,870 million and related to advances for the acquisition of wood for “advances to suppliers.”

(2) For convenience purposes only, amounts in reais for the three months ended March 31, 2019 have been translated to U.S. dollars using a rate of R$3.8967 to U.S.$1.00, the commercial selling rate for U.S. dollars at March 29, 2019 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate.

24

Other Financial Data

	For the three-month period ended March 31,						Year ended December 31,
	2019		2019		2018		2018		2017		2016		2015		2014
	(in thousands of U.S.$)(1)		(in thousands of R$, unless otherwise indicated)
Gross margin (2)	17.1%		17.1%		47.1%		48.5%		38.6%		33.3%		39.5%		26.3%
Operating margin (3)	3.2%		3.2%		37.8%		37.3%		31.0%		13.0%		30.0%		16.9%
Capital expenditures (4)	384,316		1,497,566		349,003		2,423,698		1,780,302		2,324,338		1,664,898		1,359,178
Depreciation, amortization and depletion	221,591		863,474		384,938		1,563,223		1,402,778		1,403,518		1,419,477		1,216,132
Cash flow provided by (used in):
Operating activities	191,017		744,336		917,322		5,170,850		3,067,859		3,075,539		2,674,785		1,447,602
Investing activities	(1,513,534	)	(5,897,788	)	(368,023	)	(21,962,712	)	(1,008,334	)	(3,342,484	)	(2,557,216	)	(1,393,694	)
Financing activities	998,464		3,890,714		360,694		20,035,049		(2,612,089	)	566,082		(2,601,821	)	(173,651	)

(1) For convenience purposes only, amounts in reais for the three months ended March 31, 2019 have been translated to U.S. dollars using a rate of R$3.8967 to U.S.$1.00, the commercial selling rate for U.S. dollars at March 29, 2019 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate.

(2) The gross margin calculation consists of dividing gross profit by net revenues.

(3) The operating margin calculation consists of dividing operating profit before net financial income (expenses) by net revenues.

(4) Relates to capital expenditures cash invested for the acquisition of property, plant and equipment and intangible assets and biological assets.

25

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Set forth below are the unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2018 (together with the related notes, the “Unaudited Pro Forma Condensed Consolidated Financial Information”). The Unaudited Pro Forma Condensed Consolidated Financial Information combines the historical consolidated income statements of Suzano and Fibria giving effect to the Merger described below. The Unaudited Pro Forma Condensed Consolidated Financial Information has been derived from the historical consolidated financial statements of Suzano, which is the acquirer for accounting purposes as well, which are included elsewhere in this prospectus.

The Unaudited Pro Forma Condensed Consolidated Financial Information has been presented for informational purposes only. The Unaudited Pro Forma Condensed Consolidated Financial Information does not purport to represent what the actual consolidated results of operations of Suzano would have been if the Merger had occurred on the date assumed, nor is it necessarily indicative of future consolidated results of operations.

On March 15, 2018, Suzano Holding S.A., together with the other controlling shareholdings of Suzano, entered into the Voting Agreement with the controlling shareholdings of Fibria, and Suzano as an intervening party, by which the controlling shareholdings of Suzano and the controlling shareholdings of Fibria agreed to exercise their voting rights so as to effect the combination of the operations and the shareholdings of Fibria and Suzano, by means of a merger of shares (incorporação de ações) under Brazilian law.

In connection with the consummation of the Merger:

·Suzano contributed capital to a wholly owned subsidiary (“Holding”), in cash, resulting in the issuance of new shares, all owned by Suzano.

·The shares of Fibria were merged into Holding, which issued 553,733,881 common shares and 553,733,881 redeemable preferred shares. One common share and one redeemable preferred share of Holding was exchanged for each share of Fibria. As a result of such merger of shares, Fibria became a wholly owned subsidiary of Holding;

·Immediately after issuance of common and redeemable preferred shares, all redeemable preferred shares issued by Holding were redeemed for R$50.20 in cash (as adjusted as of January 3, 2019, the “Merger Closing Date”) per share and immediately cancelled;

·At the same time, each common share of Holding was exchanged for 0.4613 shares of Suzano, resulting in the issuance of 255,437,439 shares of Suzano;

·Thereafter, Holding legally merged into Suzano and ceased to exist. The share price of R$36.95 used to value the consideration was based on the market price at the time of the acquisition on January 3, 2019. For the purposes of the December 31, 2018 pro forma adjustments related to the consideration paid, we used the January 3, 2019 share price of R$36.95 per share; and

·After the conclusion of the Merger, Suzano became the sole shareholder of Fibria.

On April 1, 2019, Suzano S.A. approved in the Extraordinary Shareholders Meeting of the Company the Legal Merger, provided that the share capital of the Company will not change due to the Legal Merger. As a result of the Legal Merger, the Company will succeed Fibria in all of its rights and obligations.

In connection with the Merger, Suzano entered into certain commitment letters with a syndicate of lenders, including BNP Paribas, Coöperatieve Rabobank U.A., JP Morgan Chase Bank, N.A. and Mizuho Bank, Ltd., which acted as lead arrangers on the financing facilities related to the Merger and affiliates of which are the global coordinators and joint bookrunners for the offering of debt securities. Subject to the terms and conditions of these commitment letters, the lenders committed to provide U.S.$2,300.0 million under an export prepayment facility, or the “EPP.”

26

In June 2018, Suzano also issued R$4,681.1 million in debentures in the Brazilian market to finance a portion of the cash consideration for the Merger, with a maturity in 2026, half of the payments in 2025, yield of 112.5% of CDI p.a. In September 2018, Suzano Austria GmbH issued Senior Notes in the amount of U.S.$1,000.0 million (equivalent to R$3,874.8 million as of December 31, 2018), with interest of 6.0% p.a. and maturing in 2029. In October 2018, Suzano also entered into an Advance on Currency Exchange Contract (ACC), in the amount of U.S.$450.0 million (equivalent to R$1,743.7 million as of December 31, 2018). Furthermore, Suzano obtained U.S.$500.0 million (equivalent to R$1,937.5 million as of December 31, 2018) of Senior Notes issued on November 6, 2018 and U.S.$2,300.0 million (equivalent to R$8,912.0 million as of December 31, 2018) under the EPP. In January 2019, Suzano issued R$4,000.0 million in debentures in the Brazilian market pursuant to the term of commitment, with a maturity in 2019, yield from 103% to 112% of CDI p.a. In addition, Suzano also has credit lines approved with certain financial institutions for the execution of financing agreements in an amount of R$2,648.3 million.

As per the adjustments envisaged in the Merger Agreement entered into by Suzano and Fibria on July 26, 2018, the final value of the adjusted cash installment corresponds to the redemption amount per redeemable preferred share in the Holding Company, which originally was equivalent to fifty-two reais and fifty centavos (R$52.50), (i) less the amount of dividends, interest on equity and other amounts publicly declared and/or paid by Fibria between March 15, 2018 and the January 14, 2019 (“Date of Consummation”) of the Operation, which corresponds to the Interim dividends declared by Fibria in the Extraordinary Shareholders General Meeting held on December 3, 2018 and paid in Brazil on December 12, 2018, in the amount of five reais and three centavos (R$5.03) per share issued by Fibria and (ii) plus two reais and seventy-three centavos (R$2.73), corresponding to the variation in the average daily rate of the Brazilian interbank deposits expressed as an annual percentage, based on two hundred fifty-two (252) business days, calculated and disclosed daily by B3 S.A. — Brasil, Bolsa e Balcão (“DI Rate”), between March 15, 2018 and the Date of Consummation of the Operation (inclusive), considering that between January 10, 2019 (inclusive) and January 14, 2019 (inclusive) the DI Rate was estimated at six point four zero percent (6.40%) per annum. Upon the completion of the Merger, the Fibria Shares and the Fibria ADSs ceased to be traded on the B3 and on the NYSE, respectively.

27

Suzano S.A.

Unaudited Pro Forma Condensed Statement of Income

Year Ended December 31, 2018

(in millions of Reais, except per share data)

					Pro Forma
	Suzano		Fibria		Adjustments		Pro Forma		Note
Net sales revenue	13,443.4		18,264.5		—		31,707.9
Cost of sales	(6,922.3	)	(9,904.4	)	(668.2	)	(17,494.9	)	2.(c)/(e)/(i)
Gross profit	6,521.1		8,360.1		(668.2	)	14,213.0
Operating incomes (expenses)
Selling expenses	(598.7	)	(812.8	)	(821.0	)	(2,232.5	)	2.(d)
General and administrative expenses	(825.2	)	(392.1	)	(4.1	)	(1,221.4	)	2.(i)
Equity in earnings of associates	7.6		0.6		—		8.2
Other operating expenses, net	(96.9	)	(434.4	)	(2.0	)	(533.3	)	2.(e)
	(1,513.2	)	(1,638.7	)	(827.1	)	(3,979.0	)
Operating profit before net financial income (expenses)	5,007.9		6,721.4		(1,495.3	)	10,234.0
Net financial income (expenses)
Financial income	459.7		365.4		—		825.1
Financial expenses	(5,302.2	)	(3,271.3	)	(1,365.2	)	(9,938.7	)	2.(l)
	(4,842.5	)	(2,905.9	)	(1,365.2	)	(9,113.6	)
Net income before income taxes	165.4		3,815.5		(2,860.5	)	1,120.4
Income taxes	154.5		(755.9	)	972.6		371.2		2.(m)
Net income for the period	319.9		3,059.6		(1,887.9	)	1,491.6
Attributable to
Shareholders of the Company	319.80		3,051.90		(1,887.9	)	1,483.8
Non-controlling interests	0.1		7.7				7.8
Basic earnings per share	0.29236		—		—		1.10001		2.(n)
Diluted earnings per share	0.29199		—		—		1.09887		2.(n)

1. Basis of Presentation

The pro forma condensed consolidated financial information has been derived from the audited historical consolidated financial statements of Suzano and Fibria for the year ended December 31, 2018. The historical financial statements of Suzano are incorporated by reference elsewhere in this prospectus, the historical financial statements of Fibria are incorporated by reference elsewhere in this prospectus, and the Unaudited Pro Forma Condensed Consolidated Financial Information should be read in conjunction with, and is qualified in its entirety by reference to, such historical financial statements and the related notes contained therein. The pro forma adjustments are based upon currently available information and certain estimates and assumptions, and actual results may differ from the pro forma adjustments. However, management believes that these estimates and assumptions provide a reasonable basis for presenting the significant effects of the contemplated transactions and that the pro forma adjustments are factually supportable and give appropriate effect to those estimates and assumptions.

The pro forma adjustments have been prepared as if the Merger Closing Date had taken place on January 1, 2018, in the case of the unaudited pro forma condensed statements of income.

28

2. Pro Forma Adjustments and Assumptions

The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Suzano would have been had the Merger been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

Suzano has performed a preliminary valuation analysis of the fair market value of Fibria’s assets to be acquired and liabilities to be assumed. Using the total consideration for the Merger, Suzano has estimated the allocations to such assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as if the Merger Closing Date had been December 31, 2018 (in millions of reais):

Cash consideration	27,797.4
Issuance of shares (Suzano)	9,438.4
Total consideration	37,235.8		(a)
Book value of Fibria’s shareholders’ equity	14,149.0
Elimination of book value of existing goodwill, net of the deferred income taxes	(3,495.1	)
Mandatory minimum dividends (eliminated balance)	724.8
Book value of Fibria’s shareholders’ equity, net of goodwill	11,378.7
Adjustments to fair value
Inventories	2,178.9		(b)
Property, plant and equipment	9,445.3		(c)
Customer relationships	9,030.8		(d)
Port Assets	749.1		(e)
Possible loss contingencies	(2,970.5	)	(f)
Loans and financing	(59.9	)	(g)
Taxes recoverable	(235.8	)	(h)
Other assets and liabilities, net	368.6		(i)
Deferred taxes, net	(546.5	)	(j)
Total fair value impacts	17,960.0
Total pro forma goodwill	7,897.1		(k)

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma income statement. The final purchase price allocation will be determined when Suzano has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of property, plant and equipment, (2) changes in allocations to intangible assets such as contracts with customers and suppliers, technology and customer relationships as well as goodwill and (3) other changes to assets and liabilities.

The pro forma adjustments are based on currently available information and certain estimates and assumptions and, therefore, the actual effects of these transactions will differ from the pro forma adjustments. We have only included material adjustments that are directly attributable to the Merger, factually supportable and, with respect to the statement of income, expected to have a continuing impact on the consolidated results. A general description of the Merger and adjustment is provided as follows:

(a)Consideration paid was based on the terms of the transaction considering that all holders of Fibria Shares will receive Suzano Shares and cash as offered in the Merger. Consideration consists of R$27,797.4 million to be paid in cash plus 255,437,439 million Suzano Shares issued on the Merger Closing Date.  In this Unaudited Pro Forma Condensed Consolidated Financial Information, the Suzano Shares issued have been valued using the January 3, 2019 quoted market price of R$36.95 per share.

29

(b)The fair value was determined based on the estimated selling price of the inventory less selling expenses and a profit margin on such expenses. We do not expect the increase to have a continuing impact; therefore, fair value adjustment is not included in the statement of income.

(c)The land was valued using the market approach method based on price generated by market transactions. The other fixed assets were valued using the cost method, which is based on the principle of substitution, using the cost to replace assets adjusted to inflation rate as an indicator of their fair value. The related increase in depreciation expense, assuming a remaining depreciation expense of R$603.5 million for the year ended December 31, 2018 is allocated as Cost of Sales. The depreciation is calculated using the straight-line method over the estimated remaining useful lives of the related property, plant and equipment. The calculation of the depreciation expense adjustment is as disclosed below:

	(in millions of reais)		Estimated Depreciation Expense
	Fair value adjustment	Useful lives (in years)	Year Ended December 31, 2018
Buildings	1,727.3	30	57.9
Machinery, equipment and facilities	5,005.8	10	523.6
Others	74.6	3	22.0
			603.5

(d)In order to determine the fair value adjustment in the customer portfolio at December 31, 2018, the income approach and the Multi PeriodExcess Earnings Method (“MPEEM”) method were used to measure the present value of the income that will be generated during the remaining useful life of the asset. Considering the 5-year history of Fibria’s sales data and the churn rate that measures customer satisfaction and customer permanence in the portfolio, the adjustment was calculated using estimated discounted cash flows. The amortization is calculated using the straight-line method over the expected life of the customer relationship (11 years).The related amortization expense of R$821.0 million for the year ended December 31, 2018 is allocated in Selling Expense.

(e)Fibria has concession contracts and port assets to assist in port operations in Brazil. The fair value calculation of these assets was calculated using the income approach, the MPEEM method that measures the present value of the income that will be generated during the remaining useful life of the asset and method of direct cost differential. The amortization is calculated using the straight-line method over the expected life of the related contracts and port assets, which have an average useful life of 23.5 years. The related amortization expense of R$31.5 million for the year ended December 31, 2018 is allocated as follows:

	(in millions of reais)		Estimated Amortization Expense
	Fair value adjustment	Useful life (in years)	Year Ended December 31, 2018
Amortization of port assets contracts	694.0	23.5	29.5
Allocated in cost of sales	694.0	23.5	29.5
Amortization of port concession	55.1	23.5	2.0
Allocated in Other operating (expenses) income	55.1	23.5	2.0
Total	749.1	23.5	31.5

30

(f)According to business combinations accounting, all contingencies of Fibria, regardless of the probability of the loss must be accounted for at fair value. The preliminary fair value adjustment was calculated by  Suzano’s management assisted by an independent appraiser and external lawyers considering the probability of the loss and experience of actual payment.

(g)Adjustment to fair value of loans and financing was calculated based on the fair value of the bonds, based on the quotation of the security in the secondary market, and the adjustment to present value considering the market rate at the base date.

(h)The measurement of the fair value of various types of recoverable taxes was based on the estimated future recovery year, discounted using the estimated Selic rate for the period between 2019 and 2024. Considering the significant variation in the annual realization of the taxes, no income statement adjustment was recorded. If amortization of the fair value adjustment were to be on a straight line basis over the six year period, additional financial income of R$39.3 million per year would be recognized in the pro forma income statement.

(i)In other net assets and liabilities, including supply contracts, accounts receivable, advances to suppliers, cultivars (plant projects that were improved due to human intervention) and softwares the income evaluation methodology, the present value and the direct cost differential were used  to calculate the fair value of such assets and liabilities. We do not expect all adjustments to have a continuing impact, therefore, the fair value adjustments are not included in the pro forma income statement, except for the following amortization:

	(in millions of reais)
	Estimated Depreciation Expense
	Fair value adjustment	Useful life (in years)	Year Ended December 31, 2018
Supply contract	115.0	7.8	14.8
Cultivars	142.7	7.0	20.4
Allocated in cost of sales	257.7	14.8	35.2
Software	20.5	5.0	4.1
Allocated in General and Administrative expenses	20.5	5.0	4.1

(j)Deferred income tax on fair value adjustments of assets in Veracel and Portocel.

(k)The factors that make up the final goodwill amount are expected to include mostly synergies from combining operations for cost savings in fields such as forestry, logistics, selling, general and administrative expenses and procurement, which will increase the parties’ competitiveness both in Brazil and overseas. The Company believes that all these initiatives could generate synergies and cash saving in the amount close to the goodwill.

(l)It is assumed that as of December 31, 2018 the cash consideration of R$27,797.4 million will be paid as follows (in millions of reais):

	(in millions of reais)
Cash consideration	27,797
(-) Senior Notes issued on September 17, 2018 (U.S.$1,000)	(3,874.8)
(-) Debentures issued on June 29, 2018	(4,681.1)
(-) Advances on Currency Exchange Contracts (ACCs) (U.S.$450)	(1,743.7)
(-) Senior Notes issued on November 6, 2018 (U.S.$500)	(1,937.5)
(-) EPP (U.S.$2.300)	(8,912.0)
(-) Debentures issued on January 7, 2019	(4,000.0)
(-) Secured credit line with financial Institutions in BRL	(2,648.3)
Resources obtained by Suzano	(27,797.4)

31

For purposes of the pro forma income statement, financial expenses were calculated for the total of the consideration amounting to R$27,797.4 million.

The related financial expense was R$1,365.2 million for the year ended December 31, 2018. It is assumed that the secured credit line would bear interest at LIBOR plus approximately 2.0% p.a. in USD which is assumed equivalent to a nominal interest rate of 4.9% p.a., without considering any exchange rate variation impacts for the variation of the real (Suzano’s functional currency) against the U.S. dollar.

(m)Reflects the income tax effect on the pro forma income statements based on the statutory rate of Brazilian income tax and social contribution of 34%.

(n)The basic and diluted earnings per share were adjusted considering the issuance of 255,437,439 shares of Suzano, as shown below:

	In millions, except for per share data
	Year Ended
	December 31, 2018
	Basic	Diluted
Weighted average number of shares	1,093.5	1,094.9
Shares issued by Holding (Suzano)	255.4	255.4
Total pro forma weighted average number of shares	1,348.9	1,350.3
Pro forma net (loss) income attributable to Shareholders of Suzano	1,483.8	1,483.8
Pro forma earnings per share (R$)	1.10001	1.09887

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion of our consolidated financial condition and results of operations should be read together with our unaudited condensed consolidated interim financial information as of March 31, 2019, incorporated by reference herein, in addition to the information under “Selected Financial Data.”

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from those discussed in the forward-looking statements for several reasons, including, without limitation, the risks described in “Forward-Looking Statements,” “Item 3D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in Suzano’s 2018 Form 20-F incorporated by reference herein.

New accounting Pronouncements

The following accounting standards and interpretations have been issued and approved by the International Accounting Standards Board (“IASB”). They came into force on, and are effective for periods from January 1, 2019.

IFRS 16 — Leasing Operations

Suzano adopted the accounting standard IFRS 16 and elected to apply IFRS 16 retrospectively with the cumulative effect of adoption recorded at the date of initial application. Accordingly, comparative periods were not restated. As a result, we recognized on January 1, 2019 the amounts corresponding to the right-of-use of current contracts, in amounts equivalent to the present value of obligations assumed with the counterparties. The amortization of these balances will occur according to the terms defined for the leases.

In addition, Suzano recognized the residual value of the right to use the contracts previously classified as financial leases under IAS 17 and which were recognized in the Property, Plant and Equipment Assets group until December 31, 2018, being reclassified the amount of R$89,338 in the initial adoption.

On January 1, 2019 in the adoption of the IFRS 16 standard, Suzano recognized the amount of R$4,019.3 million as lease liabilities for contracts under the IFRS 16 definition of lease. Such liabilities were recorded under “Lease obligations” balance (current and non-current), not being characterized as debt. Most of the impact refers to land lease (R$2,072.9 million), followed by leasing of ships (R$1,656.3 million). For further details, please refer to note 18 of the unaudited condensed consolidated interim financial information as of March 31, 2019.

Results of Operations — Three-month period ended March 31, 2019 compared to period ended March 31, 2018

The following discussion of our results of operations is based on our Audited Annual Financial Statements and our unaudited condensed consolidated interim financial information as of March 31, 2019 and presented in accordance with IAS 34 Interim Financial Reporting, as issued by IASB. References to increases or decreases in any year or period are made by comparison with the corresponding prior year or period, except as the context otherwise indicates.

33

Three-month period ended March 31, 2019 compared to three-month	For the three-month period ended March 31,
period ended March 31, 2018	2019		2019		2018
	U.S.$ (3)		(in thousands of R$), except per share data
Net sales revenue	1,462,519		5,698,999		2,994,579
Cost of sales	(1,212,537	)	(4,724,893	)	(1,583,414	)
Gross profit	249,982		974,106		1,411,165
Operating income (expenses)
Selling expenses	(113,250	)	(441,303	)	(121,957	)
General and administrative expenses	(84,883	)	(330,765	)	(147,353	)
Equity in earnings of associates	425		1,658		(53	)
Other operating income (expenses), net	(4,846	)	(18,884	)	(9,867	)
Operating profit before net financial income (expenses)	47,428		184,812		1,131,935
Net financial income (expenses)
Financial expenses	(254,781	)	(992,804	)	(234,273	)
Financial income	38,320		149,322		36,726
Derivative financial instruments	(163,455	)	(636,934	)	68,603
Monetary and exchange variations, net	(116,952	)	(455,727	)	(28,406	)
Net income before taxes	(449,440	)	(1,751,331	)	974,585
Income taxes
Current	(33,169	)	(129,249	)	(104,216	)
Deferred	167,179		651,448		(64,849	)
Net income for the period	(315,429	)	(1,229,132	)	805,520
Income (loss) for the period attributed to the controlling shareholders	(314,831	)	(1,226,803	)	805,520
Income for the period attributed to non-controlling shareholders	(598	)	(2,329	)	—
Basic earnings (loss) per share (1)
Common	(0.24042	)	(0.93686	)	0.73725
Diluted earnings (loss) per share (2)
Common	(0.24042	)	(0.93686	)	0.73631

(1) Basic earnings per share is calculated using the income attributable to controlling shareholders divided by the weighted average number of outstanding common shares.

(2) Diluted earnings per share is calculated based on the results attributable to the controlling shareholders divided by the weighted average number of outstanding common shares, subtracted from the potential dilutive effect generated by the conversion of all common shares. Due to the loss recorded in the period, we do not consider the dilution effect in the calculation

(3) In thousands of U.S.$, except per share data. For convenience purposes only, amounts in reais in the three months ended March 31, 2019 have been translated to U.S. dollars using a rate of R$3.8967 to U.S.$1.00, the commercial selling rate for U.S. dollars at March 29, 2019 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate.

As of the date of the Merger with Fibria on January 3, 2019, Suzano determined the fair value of the Fibria assets and liabilities acquired in the business combination and recorded the fair value of such assets and liabilities in Suzano’s books. For local regulatory purposes the fair value is required to be segregated between the historical cost in the stand alone books of Fibria and the difference in the Fibria standalone historical cost and the fair value adjustments to the specific fair value adjustments. The fair value adjustments represent the difference in the fair value of Fibria assets and liabilities at the acquisition date and the historical cost in the stand alone Fibria books, as described on footnote 1.1 of our unaudited condensed consolidated interim financial information as of March 31, 2019. As required under local regulation, Suzano presented the impacts of such fair value adjustments in the statement of income included in the unaudited condensed consolidated interim financial information as of March 31, 2019 as Fibria and Suzano were two separate legal entities. As of April 1, 2019, the legal merger of Fibria and Suzano became effective and it was no longer required to present the separate impacts of the fair value adjustments.

As a result of the Business Combination with Fibria, Suzano is presenting the impact of the fair value adjustments amortization for the three-months period ended March 31, 2019 in our unaudited condensed consolidated interim financial information as of March 31, 2019 as follows:

	For the three-month period ended March 31, 2019
	(in million of R$)
Cost of sales
Fair value adjustment on acquisition of Fibria — Amortization	(1,359.8	)
Selling expenses
Fair value adjustment on acquisition of Fibria — Amortization	(205.2	)
General and Administrative expenses
Fair value adjustment on acquisition of Fibria — Amortization	(1.0	)
Other operating (expenses) income
Fair value adjustment on acquisition of Fibria — Amortization	(0.6	)
Fair value adjustment on acquisition of Fibria - Amortization (a)	(1,566.6	)

34

(a) See the condensed consolidated interim statements of cash flows of our unaudited condensed consolidated interim financial information as of March 31, 2019.

Net sales revenue

Suzano’s net sales revenue increased 190.3%, or R$2,704.4 million, from R$2,994.6 million in the three-month period ended March 31, 2018 to R$5,699.0 million in the corresponding period in 2019, mainly due to (i) the consolidation of Fibria, which had net revenues of R$3,693.2 million in the three-month period ended March 31, 2018 (ii) a decrease in pulp prices in U.S. dollars, (iii) depreciation of the average real against the U.S. dollar, (iv) 30% drop in pulp sales volume when compared to the volume of the combined operation of Fibria and Suzano in the three-month period ended March 31, 2018 against the volume of Suzano in the three-month period ended March 31, 2019 and (v) increase in paper revenue as result of higher prices.

Suzano’s net sales revenue from pulp increased 121.6%, or R$2,525.7 million, from R$2,076.3 million in the three-month period ended March, 2018 to R$4,602.0 million in the corresponding period in 2019, mainly due to (i) the consolidation of Fibria, which had net revenues from pulp of R$3,668.0 million in the three-month period ended March 31, 2018, (ii) a decrease in pulp prices in U.S. dollars and (iii) 30% drop in pulp sales volume when compared to the volume of the combined operation of Fibria and Suzano in the three-month period ended March 31, 2018 against the volume of Suzano in the three-month period ended March 31, 2019. Suzano’s net sales revenue from pulp represented 69.3% of total net sales revenue in the three-month period ended March 31, 2018, compared to 80.8% in the corresponding period in 2019. Suzano’s net sales revenue from pulp exports increased 115.6%, or R$2,196.7 million in 2019, from R$1,899.8 million in the three-month period ended March 31, 2018 to R$4,096.5 million in the corresponding period in 2019, mainly due to (i) the consolidation of Fibria, which had net revenues from pulp exports of R$3,320.4 million in the three-month period ended March 31, 2018, and (ii) a 31% drop in pulp sales volume when compared to the volume of the combined operation of Fibria and Suzano in the three-month period ended March 31, 2018 against the volume of Suzano in the three-month period ended March 31, 2019. Net revenues from pulp exports represented 71.9% of total net revenues in the three-month period ended March 31, 2019 (30.8% from Asia, 27.3% from Europe, 13.6% from North America and 0.2% from South and Central America and Africa).

Suzano’s average international net sales price of pulp in the three-month period ended March 31, 2019 decreased 4.3%, or U.S.$30.8/ton, from U.S.$718.9/ton in the three-month period ended March 31, 2018 to U.S.$688.2/ton in the corresponding period in 2019. In the domestic market, Suzano’s average net pulp sales price increased 15.1%, or R$330.1/ton, from R$2,179.2/ton in three-month period ended March 31, 2018 to R$2,509.3/ton in the corresponding period in 2018.

Suzano’s net sales revenue from paper increased 19.5%, or R$178.7 million, from R$918.3 million in the three-month period ended March 31, 2018 to R$1,097.0 million in the corresponding period in 2019. Net sales revenue from paper represented 30.7% of total net sales in the three-month period ended March 31, 2018, compared to 19.2% in the corresponding period in 2019. The increase in net sales revenue from paper in the three-month period ended March 31, 2018 compared to the corresponding period in 2019 is largely due to a price increase. Net revenues from paper exports represented 5.1% of total net revenues in the three-month period ended March 31, 2019 (2.3% from South and Central America, 0.9% from Europe, 1.2% from North America and 0.6% from Asia and Africa). Suzano’s net sales revenue from paper in the domestic market increased 28.8%, or R$180.5 million, from R$627.2 million in the three-month period ended March 31, 2018 to R$807.7 million in the corresponding period in 2018, impacted mainly by price increase due to exchange rate variation and volume.

The average international net paper sales price in 2019 increased 4.8%, or U.S.$44.5/ton, from U.S.$918.4/ton in the three-month period ended March 31, 2018 to U.S.$963.0/ton in the corresponding period in 2019. In the domestic market, the average net paper sales price increased 23.3%, or R$773.6/ton, from R$3,323.9/ton in the three-month period ended in March 31, 2018 to R$4,097.5/ton in the corresponding period in 2019.

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Cost of sales

Suzano’s total cost of sales increased 198.4%, or R$3,141.5 million, from R$1,583.4 million in the three-month period ended March 31, 2018 to R$4,724.9 million in the corresponding period in 2019, mainly due to (i) the consolidation of Fibria, which had cost of sales of R$2,205.1 million in the three-month period ended March 31, 2018, (ii) R$1,359.8 million of amortization of the fair value adjustment on acquisition of Fibria, (iii) increase of R$671.2 million in variable cost, (iv) increase of depreciation, amortization and depletion of R$498.5 million, (v) higher concentration of general maintenance downtimes and (vi) reduced benefits from the Reintegra program in the three-month period ended March 31, 2019 compared to the same period in 2018.

Additionally, cost excluding downtimes increased by R$80.0/ton from R$587/ton in the three-month period ended March 31, 2018 to R$667/ton in the three-month period ended March 31, 2019 mainly due to (i) the consolidation of Fibria, which had cash cost of R$708/ton in the three-month period ended March 31, 2018, (ii) a higher fixed cost caused by lower production volume; (iii) a higher wood cost due to supply mix and higher average radius and (iv) higher prices of inputs, especially natural gas. These effects were partially offset by better results from energy sales which, in turn, were caused by the increase in prices and sales volumes.

Gross profit

Suzano’s gross profit decreased 31.0%, or R$437.1 million, from R$1,411.2 million in the three-month period ended March 31, 2018 to R$974.1 million in the corresponding period in 2019, due to the factors mentioned above and due to the consolidation of Fibria, which had gross profit of R$1,488.0 million in the three-month period ended March 31, 2018. Suzano’s gross margin in the three-month period ended March 31, 2018 was 47.1% compared to 17.1% in the corresponding period in 2019. This decrease is mainly due to the factors mentioned above and the consolidation of Fibria, which had gross margin of 40.3% in the three-month period ended March 31, 2018.

Selling, general and administrative expenses

Suzano’s, selling expenses increased 261.7%, or R$319.3 million, from R$122.0 million in the three-month period ended March 31, 2018 to R$441.3 million in the corresponding period in 2019. The main variation is due to (i) the consolidation of Fibria, which had selling expenses of R$184.8 million in the three-month period ended March 31, 2018, (ii) R$205.2 million amortization of the fair value adjustments on acquisition of Fibria and (iii) an increase of R$58.3 million in logistics cost in the three-month period ended March 31, 2019 compared to the same period in 2018.

Suzano’s general and administrative expenses increased 124.4%, or R$183.4 million, from R$147.4 million in the three-month period ended March 31, 2018 to R$330.8 million in the corresponding period in 2019. The variation is due to (i) the consolidation of Fibria, which had general and administrative expenses of R$74.0 million in the three-month period ended March 31, 2018, (ii) an increase of R$94.5 million in personnel expenses, (iii) increase of R$38.9 million in services and (iv) increase of R$43.2 million in other expenses that includes corporate expenses, insurance, materials (use and consumption), social projects and donations, expenses with travel and accommodation in the three-month period ended March 31, 2019 compared to the same period in 2018.

Other operating income (expenses), net

Suzano’s other operating income (expenses), net was a loss of R$9.9 million in the three-month period ended March 31, 2018, compared to a loss of R$18.9 million in the same period in 2019. The fluctuation is mainly due to: (i) the consolidation of Fibria, which had other operating income and expense, net of R$66.3 million in the three-month period ended March 31, 2018, (ii) a decrease of R$6.3 million in results from sales and disposal of property, plant and equipment and biological assets (iii) R$0.6 million amortization of the fair value adjustments on acquisition of Fibria, (iv) R$3.3 million provision for loss of judicial deposits and (v) insurance reimbursement of R$6.5 million in the three-month period ended March 31, 2019 compared to the same period in 2018.

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Operating profit before net financial income (expenses)

Suzano’s operating profit before net financial income (expense) decreased 83.7%, or R$947.1 million, from R$1,131.9 million in the three-month period ended March 31, 2018 to R$184.8 million in the corresponding period in 2019, due to (i) the consolidation of Fibria, which had income before financial income and expenses of R$1,163.0 million in the three-month period ended March 31, 2018 and (ii) the facts mentioned above. Suzano’s operating margin in the three-month period ended March 31, 2018 was 37.8% compared to 3.2% in the corresponding period in 2019.

Net financial income (expenses)

Suzano’s net financial income (expenses) increased R$1,778.7 million, from a loss of R$157.4 million for the three-month period ended March 31, 2018 to a loss of R$1,936.1 million in the corresponding period in 2019. This increase was largely due to (i) the consolidation of Fibria, which had net financial result (expense) of R$270.1 million in the three-month period ended March 31, 2018, (ii) an increase in interest on loans and financing of R$651.6 million, (iii) a decrease in the result of derivative financial instruments in the amount of R$705.5 million, (iv) a decrease in exchange variation on loans and financing of R$267.6 million and (v) a decrease in monetary and exchange variations — other assets and liabilities of R$159.7 million, which includes the effects of exchange rate variations of customers, suppliers, cash and cash equivalents, financial investments and others in the three-month period ended March 31, 2019 compared to the same period of 2018.

Net income (loss) before taxes

Suzano’s net income (loss) before taxes decreased R$2,725.9 million, from a gain of R$974.6 million in the three-month period ended March 31, 2018 to a loss of R$1,751.3 million in the same period in 2019. This result was largely impacted by the factors mentioned above.

Income taxes

Suzano’s income taxes increased R$691.3 million, from an expense of R$169.1 million in the three-month period ended March 31, 2018, as compared to an income tax gain of R$522.2 million during the corresponding period in 2019. This increase was largely due to (i) the consolidation of Fibria, which had income taxes expenses of R$277.8 million in the three-month period ended March 31, 2018 and (ii) the fact that in the three-month period ended March 31, 2019 the effective rate of income and social contribution tax expenses increased to 29.8% compared to 17.3% in the same period of 2018, mainly due to director bonus and subsidiaries taxation as described in Note 11.1 of our unaudited condensed consolidated interim financial information as of March 31, 2019.

Net income (loss) for the period

Suzano’s net income decreased R$2,034.6 million, from net income of R$805.5 million in the three-month period ended March 31, 2018 to a net loss of R$1,229.1 million during the corresponding period in 2019. This result was mainly due to the factors mentioned above.

Indebtedness

As of March 31, 2019, our total consolidated outstanding indebtedness (which includes current and non-current loans and financing and current and non-current debentures) was R$60,764.6 million, of which R$7,422.8 million represented current indebtedness, of which R$5,340.7 million refers to current indebtedness from loans and financing and R$2,082.1 million refers to current indebtedness related to debentures and R$53,341.9 million represented non-current indebtedness, of which R$48,679.6 million refers to non-current indebtedness from loans and financing and R$4,662.3 million refers to non-current indebtedness related to debentures. Below is a description of our consolidated financings and loans:

37

		Average	Current			Non-current		Total
Type	Interest rate	annual interest rate - %	March 31, 2019		December 31, 2018	March 31, 2019	December 31, 2018	March 31, 2019		December 31, 2018
			(in thousands of R$)
In foreign currency
BNDES	UMBNDES	6.5	27,079		21,577	46,117	139,940	73,196		161,517
Bonds	Fixed	5.8	223,270		216,624	21,577,076	11,189,403	21,800,346		11,406,027
Syndicated Loan	US$/Libor	3.7	36,484		37,546	11,855,056	11,787,588	11,891,540		11,825,134
Finnvera/EKN (Export Credit Agencies)	Libor	3.7	456,595		236,385	1,733,440	560,689	2,190,035		797,074
Financial lease	US$				5,608		12,617			18,225
Export credits ACC	Libor/Fixed	3.8	2,947,747		1,896,717	2,257,073	274,673	5,204,820		2,171,390
Others (Loans)	Libor		3,072					3,072
			3,694,247		2,414,457	37,468,762	23,964,910	41,163,009		26,379,367
In local currency
BNDES	TJLP	9.1	257,310		28,867	1,678,253	183,269	1,935,563		212,136
BNDES	Fixed	5.5	48,140		26,119	104,530	95,034	152,670		121,153
BNDES	SELIC	7.7	69,170			729,931		799,101
FINAME	Fixed	5.4	4,228		970	9,672	2,010	13,900		2,980
BNB	Fixed	6.4	30,171		25,038	183,210	191,976	213,381		217,014
CRA (Agribusiness Receivables Certificates)	CDI/IPCA	6.5	893,579		789,892	5,707,304	1,588,986	6,600,883		2,378,878
Export credit note	CDI	7.4	111,763		93,001	1,315,982	1,327,378	1,427,745		1,420,379
Rural Producer Certificate	CDI	7.4	1,740		6,809	273,098	273,029	274,838		279,838
Export credits -prepayment	Fixed	8.3	5,826			735,838		741,664
FCO (Central West Fund) (i), FDCO (Central West Development Fund) (ii) e FINEP	Fixed	4	173,848		7,725	465,136	5,135	638,984		12,860
Others (Revolving Cost, Working capital e FDI)	Fixed	10.1	1,884		10,467	7,857	16,930	9,741		27,397
FDIC Funds of credit rights (Note 7.1)			14,179		22,054			14,179		22,054
Fair value adjustment on acquisition of Fibria			59,921					59,921
Fair value adjustment on acquisition of Fibria - Amortization			(25,306	)				(25,306	)
			1,646,453		1,010,942	11,210,811	3,683,747	12,857,264		4,694,689
			5,340,700		3,425,399	48,679,573	27,648,657	54,020,273		31,074,056
Interest on financing			592,692		344,691	102,587		695,279		344,691
Long-term funding			4,748,008		3,080,708	48,576,986	27,648,657	53,324,994		30,729,365
			5,340,700		3,425,399	48,679,573	27,648,657	54,020,273		31,074,056

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Debt

Local Fixed and Floating-Interest Notes

Floating-Interest Notes. On January 17, 2019, Suzano repaid in full two series of outstanding Agribusiness Receivables Certificates (“CRA”) distributed by Fibria, for which the respective holders did not consent to the completion of the Merger and did not waive their right to declare the early maturity of the CRAs as a result of the Merger: (i) CRA distributed in October 2015 by Fibria and issued by Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. in the total amount of R$675.0 million, with an interest rate of 99% of CDI, and final maturity for the principal in October 2021 and (ii) the second tranche of CRA distributed in September 2017 by Fibria and issued by RB Capital Companhia de Securitização, in the amount of R$184.2 million, with final maturity for the principal in 2023 and an interest rate of IPCA plus 4.5055% p.a.

International Fixed-Interest Notes (Senior Notes)

Suzano 2029 Bonds (10-year Bonds). In January 2019, through its subsidiary Suzano Austria GmbH, Suzano concluded the re-tap of “long” 10-year bonds for another U.S.$750.0 million, with maturity in January 2029, a fixed interest rate of 6.00% p.a. As of March 31, 2019, the principal outstanding principal amount was U.S.$1,750 million (R$6,819.2 million).

Export Prepayment

On February 25, 2019, Suzano entered into an export prepayment agreement in the amount of R$738.8 million (U.S.$189.6 million), with annual interest payment of 8.35% p.a. and maturing in 2024.

Debenture — 7th issue

On March 27, 2019, Suzano performed the partial optional extraordinary amortization of the balance of the nominal unit value of all of its single series of unsecured simple debentures, non-convertible into Company’s shares, of the 7th issuance of the Company, originally issued on January 7, 2019, through the payment of the total amount of R$2,056.2 million, comprising of the amortized balance of the nominal unit value of all of such debentures plus the corresponding remuneration. As of March 31, 2019, the outstanding principal amount was R$2,000.0 million (U.S.$513.3 million).

Covenants

At March 31, 2019, Suzano was in compliance with all covenants, which are required under certain long-term borrowings.

Subsequent Events

Prepayment of Export Credit Agency. On April 29 and April 30, 2019, Suzano voluntarily prepaid U.S.$208.4 million (equivalent to R$822.2 million) related to certain financing agreements that were guaranteed by the export credit agencies Finnvera and EKN.

2047 Bond Re-Opening. On May 21, 2019, Suzano Austria issued an additional amount of U.S.$250.0 million (equivalent to R$1,020.3 million) of its 7.000% Senior Notes due 2047, with yield at the rate of 6.245% p.a. and coupon at the rate of 7.0% p.a., to be paid semiannually, in March and September, with maturity on March 16, 2047.

2030 Bond Issuance. On May 21, 2019, Suzano Austria issued an aggregate amount of U.S.$1,000.0 million (equivalent to R$4,081.0 million) of 5.000% Senior Notes due 2030, with yield at the rate of 5.180% p.a. and coupon at the rate of 5.0% p.a., to be paid semiannually, in January and July, with maturity on January 15, 2030.

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Early Redemption of Debentures. On May 31, 2019, Suzano redeemed in full its unsecured debentures of its 7th issuance, non-convertible into shares, with maturity on January 7, 2020, by paying the total outstanding amount of R$2,019.6 million, comprising the total balance of the face value per unit of the totality of the debentures of such issuance plus the corresponding remuneration.

Export Prepayment. On June 14, 2019, Fibria International Trade GmbH, a wholly-owned subsidiary of Suzano, entered into a syndicated export prepayment transaction in the amount of U.S.$750.0 million (equivalent to R$2,911.0 million), with a term of six years and grace period of five years. Suzano is the guarantor of the transaction.

Export Prepayment. On June 14, 2019, Suzano entered into an export prepayment agreement in the amount of R$578.4 million (U.S.$149.0 million), with annual interest payment of 7.70% p.a. and maturing in 2024.

Early Prepayment of Export Prepayment. On June 17, 2019, Suzano, through its subsidiary Fibria International Trade GmbH, voluntarily prepaid the amount of U.S.$631.1 million (equivalent to R$2,454.7 million), related to an export prepayment agreement, with quarterly interest payments of 1.15% p.a. plus quarterly LIBOR, which was scheduled to mature in 2022.

Early Prepayment of Export Prepayment. On June 18, 2019, Suzano, through its subsidiary Fibria International Trade GmbH, voluntarily prepaid the amount of U.S.$156.0 million (equivalent to R$602.3 million), related to an export prepayment agreement, with quarterly interest payments of 1.15% p.a. plus quarterly LIBOR, which was scheduled to mature in 2022.

Early prepayment of Export Credit Agency (ECA). On June 17, 2019, Suzano voluntarily prepaid the outstanding amount of U.S.$378.7 million (equivalent to R$1,473.0 million) related to certain financing agreements that were guaranteed by the export credit agency Finnvera initially contracted in May 2016, which maturity date was 2025.

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CAPITALIZATION

The following table sets out the consolidated debt and capitalization of Suzano as of March 31, 2019 derived from our unaudited condensed consolidated interim financial information as of March 31, 2019.

The following table should be read together with “Selected Financial and Operating Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this prospectus.

	As of March 31, 2019
	Actual(1)		As adjusted(3)		As further adjusted(4)
	(in million)		(in million)		(in million)
	U.S.$	R$	U.S.$	R$	U.S.$	R$
Current and Non-current debt
Current loans and financing	1,370.6	5,340.7	1,307.4	5,094.6	972.4	3,789.2
Debentures (current)	534.3	2,082.1	534.3	2,082.1	16.0	62.5
Non-current loans and financing	12,492.5	48,679.6	13,599.4	52,992.6	13,667.0	53,256.1
Debentures (non-current)	1,196.5	4,662.3	1,196.5	4,662.3	1,196.5	4,662.3
Shareholders’ Equity	5,223.2	20,353.4	5,223.2	20,353.4	5,223.2	20,353.4
Total capitalization(2)	20,817.1	81,118.1	21,860.8	85,185.0	21,075.1	82,123.5

Notes

(1)Real amounts are derived from our unaudited condensed consolidated interim financial information as of March 31, 2019.  Solely for the convenience of the reader, amounts in reais for the three months ended March 31, 2019 have been translated to U.S. dollars using a rate of R$3.8967 to U.S.$1.00, the commercial selling rate for U.S. dollars at March 29, 2019 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate.

(2)Total capitalization is defined as total current plus non-current debt plus shareholder’s equity.

(3)Amounts adjusted to reflect (i) the voluntary prepayment on April 29 and April 30, 2019 of financing agreements with EKN and Finnvera, guaranteed by export credit agencies, in the amount of U.S.$208.4 million (R$812.2 million) and (ii) the net proceeds from the issuance of 2030 Old Notes after deducting initial purchasers’ discounts and offering expenses payable by Suzano from the gross proceeds of the issuance of the 2030 Old Notes, in the amount of U.S.$1,259.8 million (R$4,909.2 million) less initial purchasers’ discounts and offering expenses that are payable by us in the estimated amount of U.S.$7.7 million (R$30.2 million). Solely for the convenience of the reader, amounts in reais have been translated for convenience only to U.S. dollars at an exchange rate of R$3.8967 per U.S.$1.00, which was the commercial selling rate for U.S. dollars in effect on March 29, 2019, as reported by the Central Bank of Brazil.

(4)Amounts further adjusted to reflect, in addition to the adjustments shown in the “as adjusted” column, (i) the gross proceeds related to an EPP in the amount of U.S.$750 million (R$2,922.5 million), (ii) the gross proceeds related to the execution of an EPP in the amount of R$578.4 million (U.S.$148.4 million), (iii) the prepayment of two EPP’s in the total of U.S.$787.1 million (R$3,067.1 million), (iv) the prepayment of an ECA in the total of U.S.$378.7 million (R$1,475.7 million) and (v) the prepayment of debentures in the total amount of R$2,019.6 million (U.S.$518.3 million). Solely for the convenience of the reader, amounts in reais have been translated for convenience only to U.S. dollars at an exchange rate of R$3.8967 per U.S.$1.00, which was the commercial selling rate for U.S. dollars in effect on March 29, 2019, as reported by the Central Bank of Brazil.

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THE EXCHANGE OFFERS

This is a summary of the exchange offers and the material provisions of the registration rights agreement that we entered into on September 20, 2018 with the initial purchasers of the 2029 Old Notes, and the registration rights agreements that we entered into on May 29, 2019 with the initial purchasers of the 2030 Old Notes.  This section may not contain all the information that you should consider regarding the exchange offers and the registration rights agreements before participating in the exchange offers.  For more detail, you should refer to the registration rights agreements, which we have filed with the SEC as exhibits to the registration statement.  You can obtain a copy of other documents by following the instructions under the heading “Where You Can Find More Information.”

Background and Purpose of the Exchange Offers

Suzano Austria has issued U.S.$1,750,000,000 aggregate principal amount of its 6.000% Senior Notes due 2029, or the “2029 Old Notes.” An aggregate principal amount of U.S.$1,000,000,000 was issued on September 20, 2018, and a further aggregate principal amount of U.S.$750,000,000 was issued on February 5, 2019.

Suzano Austria has issued U.S.$1,000,000,000 aggregate principal amount of its 5.000% Senior Notes due 2030, or the “2030 Old Notes” and, together with the 2029 Old Notes, the “Old Securities.” The 2029 Old Notes were issued on May 29, 2019.

The 2029 Old Notes and the 2030 Old Notes are unregistered and were issued by Suzano Austria in private placements to certain initial purchasers, who resold such 2029 Old Notes and 2030 Old Notes in offshore transactions and to qualified institutional buyers in transactions exempt from the registration requirements of the Securities Act.

As long as we determine that applicable law permits us to make the exchange offers, the exchange and registration rights agreements require that we use our commercially reasonable efforts to consummate the registered exchange offers of the Old Securities by (a) September 15, 2019, in the case of the 2029 Old Notes and (b) December 31, 2019, in the case of the 2030 Old Notes.

The exchange offers described in this prospectus will satisfy our obligations under the exchange and registration rights agreements relating to the Old Securities.

General Terms of the Exchange Offers

We are offering, upon the terms and subject to the conditions set forth in this prospectus, to exchange the Old Securities for New Securities.

New Securities	Corresponding Old Securities
6.000% SENIOR NOTES DUE 2029	6.000% SENIOR NOTES DUE 2029
New Securities	Corresponding Old Securities
5.000% SENIOR NOTES DUE 2030	5.000% SENIOR NOTES DUE 2030

As of the date of this prospectus, the following amounts of each series are outstanding:

·U.S.$1,750,000,000 aggregate principal amount of 2029 Old Notes; and

·U.S.$1,000,000,000 aggregate principal amount of 2030 Old Notes.

Upon the terms and subject to the conditions set forth in this prospectus, we will accept for exchange all Old Securities that are validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date. We will issue New Securities of each series in exchange for an equal principal amount of outstanding Old Securities of the corresponding series accepted in the exchange offers. Holders may tender their Old Securities only

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in a principal amount of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.  Subject to these requirements, you may tender less than the aggregate principal amount of any series of Old Securities you hold, as long as you appropriately indicate this fact in your acceptance of the exchange offers.

We are sending this prospectus to all holders of record of the 2029 Old Notes and the 2030 Old Notes as of                     , 2019.  However, we have chosen this date solely for administrative purposes, and there is no fixed record date for determining which holders of Old Securities are entitled to participate in the exchange offers.  Only holders of Old Securities, their legal representatives or their attorneys-in-fact may participate in the exchange offers.

The exchange offers are not conditioned upon any minimum principal amount of Old Securities being tendered for exchange.  However, our obligation to accept Old Securities for exchange is subject to certain conditions as set forth below under “—Conditions to the Exchange Offers.”

Any holder of Old Securities that is an “affiliate” of Suzano Austria or an “affiliate” of Suzano may not participate in the exchange offers.  We use the term “affiliate” as defined in Rule 405 of the Securities Act.

We will have formally accepted validly tendered Old Securities when we give written notice of our acceptance to the exchange agent.  The exchange agent will act as our agent for the purpose of receiving Old Securities from holders and delivering New Securities to them in exchange.

The New Securities issued pursuant to the exchange offers will be delivered as promptly as practicable following the expiration date.  If we do not extend the expiration date, then we would expect to deliver the New Securities on or about                     , 2019.

Resale of New Securities

Based on an interpretation by the SEC staff set forth in no-action letters issued to third parties, we believe that you may offer the New Securities issued in the exchange offers for resale, resell them or otherwise transfer them without compliance with the registration and prospectus delivery provisions of the Securities Act, as long as:

·you are not a broker-dealer who purchased the Old Securities directly from us for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act;

·you are not an “affiliate” of Suzano Austria or of Suzano, as that term is defined in Rule 405 of the Securities Act; and

·you are acquiring the New Securities in the ordinary course of your business, you are not participating in, and do not intend to participate in, a distribution of the New Securities and you have no arrangement or understanding with any person to participate in a distribution of the New Securities.

If you acquire New Securities in the exchange offers for the purpose of distributing or participating in a distribution of the New Securities or you have any arrangement or understanding with respect to the distribution of the New Securities, you may not rely on the position of the staff of the SEC enunciated in the no-action letters to Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available April 13, 1988), or interpreted in the SEC interpretative letter to Shearman & Sterling LLP (available July 2, 1993), or similar no-action or interpretative letters, and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

Each broker-dealer participating in the exchange offers must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Securities received in exchange for Old Securities that were acquired as a result of market-making activities or other trading activities. By acknowledging this obligation and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of New Securities received in exchange for Old Securities where the broker-dealer acquired the Old Securities as a result of market-making activities or other trading activities. We have agreed to make this prospectus available to any broker-dealer for up to 180 days after the registration statement is declared effective (subject to extension under certain circumstances) for use in connection with any such resale. See “Plan of Distribution.”

Expiration Date; Extensions; Amendments

The exchange offers will expire on                     , 2019, at 5:00 p.m., New York City time, unless we extend the exchange offers. If we extend them, the exchange offers will expire on the latest date and time to which they are extended.

If we elect to extend the expiration date, we will notify the exchange agent of the extension by written notice and will make a public announcement regarding the extension prior to 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, to:

·delay accepting any Old Securities tendered,

·extend the exchange offers, and

·amend the terms of the exchange offers in any manner.

If we amend the terms of the exchange offers, we will promptly disclose the amendments in a new prospectus that we will distribute to the registered holders of the Old Securities. The term “registered holder” as used in this prospectus with respect to the Old Securities means any person in whose name the Old Securities are registered on the books of the trustee.

Holders’ Deemed Representations, Warranties and Undertakings

By tendering your Old Securities pursuant to the terms of the exchange offers, you are deemed to make certain acknowledgments, representations, warranties and undertakings to the issuer and the exchange agent, including that, as of the time of your tender and on the settlement date:

1.any New Securities you receive in exchange for Old Securities tendered by you in the exchange offers will be acquired in the ordinary course of business by you;

2.you own, or have confirmed that the party on whose behalf you are acting owns, the Old Securities being offered, and have the full power and authority to offer for exchange the Old Securities offered by you, and that if the same are accepted for exchange by the issuer pursuant to the exchange offers, the issuer will acquire good and marketable title thereto on the settlement date, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind;

3.if you or any such other holder of Old Securities is not a broker-dealer, neither you nor such other person is engaged in, or intends to engage in, a distribution of the New Securities;

4.neither you nor any person who will receive the New Securities has any arrangement or understanding with any person to participate in a distribution of the New Securities;

5.you are not an “affiliate” of Suzano Austria or of Suzano, as that term is defined in Rule 405 of the Securities Act;

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6.if you or any such other holder of Old Securities is a broker-dealer, you will receive New Securities for your own account in exchange for Old Securities that were acquired by you as a result of market-making activities or other trading activities and acknowledge that you will deliver a prospectus in connection with any resale of such New Securities. However, by so acknowledging and by delivering a prospectus, you or such other person will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act;

7.the exchange offers are being made in reliance upon existing interpretations by the staff of the SEC set forth in interpretive letters issued to parties unrelated to the issuer that the New Securities issued in exchange for the Old Securities pursuant to the exchange offers may be offered for sale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the issuer or of the guarantor within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Securities are acquired in the ordinary course of such holder’s business and such holder has no arrangement or understanding with any person to participate in the distribution of such New Securities;

8.you acknowledge that your exchange offer constitutes an irrevocable offer to exchange the Old Securities specified therein for New Securities, on the terms and subject to the conditions of the exchange offers (and subject to the issuer’s right to terminate or amend the exchange offers and to your right to withdraw your acceptance prior to 5:00 p.m., New York City time, on the expiration date, in either case in the manner specified in this prospectus);

9.all questions as to the form of all documents and the validity (including time of receipt) and acceptance of tenders will be determined by the issuer, in its sole discretion, which determination shall be final and binding;

10.you will, upon request, execute and deliver any additional documents deemed by the exchange agent or the issuer to be necessary or desirable to complete such exchange;

11.(a) if your Old Securities are held through an account at DTC, you have (1) delivered your Old Securities by book-entry transfer to the account maintained by the exchange agent at the book-entry transfer facility maintained by DTC and (2) you have transmitted your acceptance of the exchange offers to DTC electronically through DTC’s ATOP system in accordance with DTC’s normal procedures; or (b) if your Old Securities are held through an account at Euroclear or Clearstream Banking, société anonyme (Clearstream, Luxembourg), you have delivered or caused to be delivered instructions to Euroclear or Clearstream, Luxembourg, as the case may be, in accordance with their normal procedures, to take the steps referred to in clause (a) above with respect to your Old Securities; and

12.you authorize the exchange agent, DTC, Euroclear and/or Clearstream, Luxembourg, as the case may be, to take those actions specified in this prospectus with respect to the Old Securities that are the subject of the exchange offers.

Procedures for Tendering Old Securities

Old Securities can only be tendered by a financial institution that is a participant in the book-entry transfer system of DTC. All of the Old Securities are issued in the form of global securities that trade in the book-entry systems of DTC, Euroclear and Clearstream, Luxembourg.

If you are a DTC participant and you wish to tender your Old Securities in the exchange offers, you must:

1.transmit your Old Securities by book-entry transfer to the account maintained by the exchange agent at the book-entry transfer facility system maintained by DTC before 5:00 p.m., New York City time, on the expiration date; and

2.acknowledge and agree to be bound by the terms set forth under “—Holders’ Deemed Representations, Warranties and Undertakings” through the electronic transmission of an agent’s message via DTC’s ATOP system.

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The term “agent’s message” means a computer-generated message that DTC’s book-entry transfer facility has transmitted to the exchange agent and that the exchange agent has received.  The agent’s message forms part of a book-entry transfer confirmation, which states that DTC has received an express acknowledgment from you as the participating holder tendering Old Securities.  We may enforce this agreement against you.

If you are not a direct participant in DTC and hold your Old Securities through a DTC participant or the facilities of Euroclear or Clearstream, Luxembourg, you or the custodian through which you hold your Old Securities must submit, in accordance with the procedures of DTC, Euroclear or Clearstream, Luxembourg computerized instructions to DTC, Euroclear or Clearstream, Luxembourg to transfer your Old Securities to the exchange agent’s account at DTC and make, on your behalf, the acknowledgments, representations, warranties and undertakings set forth under “—Holders’ Deemed Representations, Warranties and Undertakings” through the electronic submission of an agent’s message via DTC’s ATOP system.

You must be sure to take these steps sufficiently in advance of the expiration date to allow enough time for any DTC participant or custodian through which you hold your Old Securities, Euroclear or Clearstream, Luxembourg, as applicable, to arrange for the timely electronic delivery of your Old Securities and submission of an agent’s message through DTC’s ATOP system.

Delivery of instructions to Euroclear or Clearstream, Luxembourg does not constitute delivery to the exchange agent through DTC’s ATOP system. You may not send any Old Securities or other documents to us.

If you are a beneficial owner whose Old Securities are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender Old Securities in the exchange offers, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf.

Your tender of Old Securities and our acceptance of them as part of the exchange offers will constitute an agreement between you, Suzano Austria and Suzano under which all of us accept the terms and conditions contained in this prospectus.

We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of Old Securities tendered for exchange, and our determinations will be final and binding. We reserve the absolute right to reject any and all Old Securities that are not properly tendered or any Old Securities which we cannot, in our opinion or that of our counsel, lawfully accept.  We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offers as to particular Old Securities or particular holders of Old Securities either before or after the expiration date.

Our interpretation of the terms and conditions of the exchange offers will be final and binding on all parties.  Unless we waive them, any defects or irregularities in connection with tenders of Old Securities for exchange must be cured within a period of time that we will determine. While we will use reasonable efforts to notify holders of defects or irregularities with respect to tenders of Old Securities for exchange, we will not incur any liability for failure to give notification. We will not consider Old Securities to have been tendered until any defects or irregularities have been cured or waived.

Acceptance of Old Securities for Exchange; Delivery of New Securities

After all the conditions to the exchange offers have been satisfied or waived, we will accept any and all Old Securities that are properly tendered before 5:00 p.m., New York City time, on the expiration date.  We will deliver the New Securities that we issue in the exchange offers promptly after expiration of the exchange offers.  For purposes of the exchange offers, we will have formally accepted validly tendered Old Securities when we give written notice of acceptance to the exchange agent.

We will issue New Securities in exchange for Old Securities only after the exchange agent’s timely receipt of:

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·a confirmation of a book-entry transfer of the Old Securities into the exchange agent’s DTC account; and

·an agent’s message transmitted through DTC’s ATOP system in which the tendering holder acknowledges and agrees to be bound by the terms set forth under “—Holders’ Deemed Representations, Warranties and Undertakings.”

However, we reserve the absolute right to waive any defects or irregularities in any tenders of Old Securities for exchange.  If we do not accept any tendered Old Securities for any reason, they will be returned, without expense to the tendering holder, as promptly as practicable after the expiration or termination of the exchange offers.

Withdrawal of Tenders

Unless we have already accepted the Old Securities under the exchange offers, you may withdraw your tendered Old Securities at any time before 5:00 p.m., New York City time, on the scheduled expiration date. We may extend the expiration date without extending withdrawal rights.

For a withdrawal to be effective, the exchange agent must receive a written notice through the electronic submission of an agent’s message through, and in accordance with, the withdrawal procedures applicable to DTC’s ATOP system, before we have accepted the Old Securities for exchange and before 5:00 p.m., New York City time, on the scheduled expiration date. Notices of withdrawal must:

·specify the name of the person who deposited the Old Securities to be withdrawn;

·identify the series of Old Securities to be withdrawn, including the principal amount of such Old Securities; and

·be signed electronically by the holder in the same manner as the original signature by which the holder tendered the Old Securities.

We will determine in our sole discretion all questions relating to the validity, form, eligibility and time of receipt of withdrawal notices.  We will consider Old Securities that are properly withdrawn as not validly tendered for exchange for purposes of the exchange offers.  Any Old Securities that are tendered for exchange but are withdrawn will be returned to their holder, without cost, as soon as practicable after their valid withdrawal. You may retender any Old Securities that have been properly withdrawn at any time on or before the expiration date by following the procedures described under “—Procedures for Tendering Old Securities” above.

If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds your Old Securities, arrange for a direct participant in DTC to submit your written notice of withdrawal to DTC electronically.

Conditions to the Exchange Offers

Notwithstanding any other terms of the exchange offers or any extension of the exchange offers, there are some circumstances in which we are not required to accept Old Securities for exchange or issue New Securities in exchange for them.  In these circumstances, we may terminate or amend the exchange offers as described above before accepting Old Securities.  We may take these steps if:

·we determine that we are not permitted to effect the exchange offers because of any change in law or applicable interpretations by the SEC;

·a stop order is in effect or has been threatened with respect to the exchange offers or the qualification of the Indentures under the Trust Indenture Act of 1939, as amended, or the “Trust Indenture Act;” provided that we use our commercially reasonable efforts to prevent the stop order from being issued, or if it has been issued, to have it withdrawn as promptly as practicable; or

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·we determine in our reasonable judgment that our ability to proceed with the exchange offers may be materially impaired because of changes in the SEC staff’s interpretations.

If we determine, in good faith, that any of the foregoing conditions are not satisfied, we have the right to:

·refuse to accept any Old Securities and return all tendered securities to the tendering holders;

·extend the exchange offers and retain all Old Securities that were tendered prior to the expiration date, unless the holders exercise their right to withdraw them (see “—Withdrawal of Tenders”); or

·waive the unsatisfied conditions of the exchange offers and accept all validly tendered Old Securities that have not been withdrawn.  If a waiver of this type constitutes a material change to the exchange offers, we will promptly disclose the waiver in a supplement to this prospectus that will be distributed to the registered holders.  We may also extend the exchange offers for a period of time, depending on the waiver’s significance and the manner in which it was disclosed to the registered holders, if the exchange offers would otherwise expire during that period.

Consequences of Failure to Exchange

You will not be able to exchange Old Securities for New Securities under the exchange offers if you do not tender your Old Securities by the expiration date.  After the exchange offers expire, holders may not offer or sell their untendered Old Securities in the United States except in accordance with an applicable exemption from the registration requirements of the Securities Act.  However, subject to some conditions, we have an obligation to file a shelf registration statement covering resales of untendered Old Securities, as discussed below under “—Shelf Registration Statement.”

The Exchange Agent

Deutsche Bank Trust Company Americas is serving as the exchange agent for the exchange offers. All tendered Old Securities and other related documents should be directed to the exchange agent, by book-entry transfer as detailed under “—Procedures for Tendering Old Securities.”  You should address questions, requests for assistance and requests for additional copies of this prospectus and other related documents to the exchange agent as follows:

Deutsche Bank Trust Company Americas

60 Wall Street - 24th floor

Mailstop NYC60-2407

New York NY 10005

Attention: Chris Niesz

Phone: +1 (201)-593-2332

Fees and Expenses

We will pay all expenses related to our performance of the exchange offers, including:

·all SEC registration and filing fees and expenses;

·all costs related to compliance with federal securities and state “blue sky” laws;

·all printing expenses;

·all fees and disbursements of our attorneys; and

·all fees and disbursements of our independent certified public accountants.

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We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offers.  However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with the exchange offers.

Transfer Taxes

We will pay all transfer taxes incurred by you as a holder tendering your Old Securities for exchange under the exchange offers.  However, you will be responsible for paying any applicable transfer taxes on those transactions if:

·you instruct us to register the New Securities in someone else’s name; or

·you request that we return untendered or withdrawn Old Securities or Old Securities not accepted in the exchange offers to someone else.

Shelf Registration Statement

Under the registration rights agreements, we are obligated in some situations to file a shelf registration statement under the Securities Act covering holders’ resales of those Old Securities. We have agreed to use our commercially reasonable efforts to cause a shelf registration statement to become effective if:

·due to any change in law or applicable interpretations thereof by the SEC, Suzano Austria and Suzano determine upon advice of counsel that they are not permitted to effect the exchange offer registration statement or issue the New Securities;

·for any other reason, the exchange offers are not consummated within the applicable time period set forth in each of the registration rights agreements;

·any of the initial purchasers so request with respect to Old Securities not eligible to be exchanged and that are held by such initial purchaser after the consummation of the exchange offers; or

·any holder (other than an initial purchaser) is not eligible to participate in the exchange offers or does not receive freely tradeable New Securities in the registered exchange offer other than by reason of such holder being an Affiliate of Suzano; or

·any initial purchaser does not receive freely tradable New Securities in exchange for Old Securities constituting any portion of an unsold allotment.

If we are obligated to file a shelf registration statement, we will at our own expense use our commercially reasonable efforts to (a) as promptly as practicable, file (or confidentially submit) a shelf registration statement covering resales of the Old Securities or the New Securities, as the case may be, provided that we shall not be required to file a shelf registration statement or supplement any existing shelf registration statement during any statutory or self-imposed blackout or quiet period, (b) use our commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act and (c) use our commercially reasonable efforts to keep the shelf registration statement effective until the earlier of the date that is three years after it becomes effective or such shorter period that will terminate when all the Old Securities covered by the shelf registration statement have been sold pursuant to the shelf registration statement, provided that we shall not be obligated to keep the shelf registration statement effective, supplemented or amended during any statutory or self-imposed blackout or quiet period.

We will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom such shelf registration statement was filed, copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the Old Securities or the New Securities, as the case may be. A holder selling such Old Securities or New Securities pursuant to the shelf registration statement generally would

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be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations).

If on each of the deadlines for the consummation of the exchange offers pursuant to the registration rights agreements, neither the registered exchange offer has been consummated nor the shelf registration statement has been declared effective for the applicable series of Old Securities, (a “Registration Default”), special interest will accrue on the principal amount of such applicable series of Old Securities or New Securities affected by such Registration Default (in addition to the stated interest on such series of Old Securities or New Securities) from and including the date on which such Registration Default shall occur to but excluding the date on which the Registration Default has been cured. Special interest will accrue at a rate of 0.25% p.a. during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% p.a. at the end of each subsequent 90-day period, but in no event shall such rate exceed 0.75% p.a. Following the cure of such Registration Default, the accrual of such special interest will cease, and the interest rate applicable to the affected series of Old Securities will revert to the original rate.

Holders of the Old Securities will be required to make certain representations to us in order to participate in the exchange offer and will be required to deliver information to be used in connection with the registration statement. By acquiring New Securities, a holder will be deemed to indemnify us against certain losses arising out of information furnished by such holder in writing for inclusion in any registration statement.

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DESCRIPTION OF THE NEW SECURITIES

The following summary describes certain material provisions of the New Securities and the Indentures, which are incorporated by reference in this prospectus. This summary is subject to and qualified in its entirety by reference to the provisions of the Indentures and New Securities. Capitalized terms used in the following summary and not otherwise defined herein shall have the meaning ascribed to them in the Indentures. We urge you to read the Indentures in connection with the New Securities, because they will define your rights as holders of the New Securities.  You may obtain copies of the Indentures upon written request to the trustee.

In this Description of the New Securities, the term “Suzano” and “Guarantor” refers only to Suzano S.A., and any successor obligor on the New Securities, and not to any of its Subsidiaries or Affiliates. You can find the definitions of certain terms used in this description under “—Certain Definitions.” Suzano Austria GmbH will issue (i) the 2029 New Notes under a second supplemental indenture  to the indenture dated as of September 20, 2018, as amended and supplemented by the first supplemental indenture dated February 5, 2019 (the “2029 Indenture”) and (ii) the 2030 New Notes under a supplemental indenture  to the indenture dated as of May 29, 2019 (the “2030 Indenture” and, together with the 2029 Indenture, the “Indentures”), by and among Suzano Austria, as issuer, Suzano, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”), registrar (in such capacity, the “Registrar”), paying agent (and together with any other paying agents under the Indentures, each a “Paying Agent”) and transfer agent (in such capacity, a “Transfer Agent,” and, together with any other transfer agents under the Indentures, the “Transfer Agents”).

Basic Terms of New Securities

2029 New Notes

The 2029 New Notes will be issued in an aggregate principal amount of U.S.$1,750,000,000 and in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 above such amount.

The 2029 New Notes will:

·be unsecured unsubordinated obligations of Suzano Austria, ranking equally in right of payment with all other existing and future unsecured and unsubordinated obligations of Suzano Austria;

·be fully, unconditionally and irrevocably guaranteed by Suzano, which guarantee ranks equally in right of payment with all other existing and future unsecured and unsubordinated obligations of Suzano;

·be issued in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 above such amount;

·mature on January 15, 2029, on which date the principal amount will be paid in full;

·bear interest payable semiannually on each January 15 and July 15 of each year, commencing on January 15, 2020 to holders of record on the 13th of January or 13th of July, as applicable, immediately preceding the interest payment date; and

·bear interest on overdue principal, and pay interest on overdue interest, at the lesser of (i) 2% per annum higher than the per annum rate set forth on the cover of this prospectus and (ii) the maximum rate permitted by applicable law.

Interest will be computed on the basis of a 360-day year of twelve 30-day months. Payment of interest on the 2029 New Notes will be paid in immediately available funds by check or, if requested, for holders of more than U.S.$10 million of 2029 New Notes, by wire transfer to the account specified by such holder.

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2030 New Notes

The 2030 New Notes will be issued in an aggregate principal amount of U.S.$1,000,000,000 and in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 above such amount.

The 2030 New Notes will:

·be unsecured unsubordinated obligations of Suzano Austria, ranking equally in right of payment with all other existing and future unsecured and unsubordinated obligations of Suzano Austria;

·be fully, unconditionally and irrevocably guaranteed by Suzano, which guarantee ranks equally in right of payment with all other existing and future unsecured and unsubordinated obligations of Suzano;

·be issued in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 above such amount;

·mature on January 15, 2030, on which date the principal amount will be paid in full;

·bear interest at a rate of 5.000% per annum, payable semiannually on each January 15 and July 15 of each year, commencing on January 15, 2020 to holders of record on the January 13 or July 13, as applicable, immediately preceding the interest payment date; and

·bear interest on overdue principal, and pay interest on overdue interest, at the lesser of (i) 2% per annum higher than the per annum rate set forth on the cover of this prospectus and (ii) the maximum rate permitted by applicable law.

Interest will be computed on the basis of a 360-day year of twelve 30-day months. Payment of interest on the 2030 New Notes will be paid in immediately available funds by check or, if requested, for holders of more than U.S.$10 million of 2030 New Notes, by wire transfer to the account specified by such holder.

Additional New Securities

Subject to the covenants described below, the Issuer may, from time to time and without your consent as a holder of the New Securities, issue notes under the Indentures having the same terms in all respects as the New Securities except the date from which interest will accrue; provided, however, that unless such notes are issued under a separate CUSIP, either such additional notes are part of the same “issue” within the meaning of United States Treasury Regulation Sections 1.1275-1(f) or 1.1275-2(k), or such additional notes are issued with de minimis original issue discount, if any, for U.S. federal income tax purposes. The New Securities of each series offered hereby and any additional new securities of a series will be treated as a single class for all purposes under the Indentures and will vote together as one class on all matters with respect to the New Securities of such series. Unless the context otherwise requires, references to the “New Securities” for all purposes under the Indentures and in this “Description of the New Securities” include any additional securities that are issued.

Payment of Additional Amounts

All payments of principal and interest by the Issuer in respect of the New Securities or by the Guarantor in respect of the New Securities Guarantees will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf of Austria, Brazil or any other jurisdiction or political subdivision thereof from or through which a payment is made or in which the Issuer or the Guarantor (or any successor to the Issuer or the Guarantor) is organized or is a resident for tax purposes having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or the Guarantor are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Issuer or the Guarantor will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by holders of New Securities after such withholding or deduction shall

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equal the respective amounts of principal and interest which would have been received in respect of the New Securities in the absence of such withholding or deduction (“Additional Amounts”). No such Additional Amounts shall be payable:

·in respect of any taxes, duties, assessments or governmental charges that would not have been so withheld or deducted but for the existence of any present or former connection between the holder or beneficial owner of the New Securities (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder or beneficial owner, if such holder or beneficial owner is an estate, a trust, a partnership, a limited liability company or a corporation) and the Relevant Taxing Jurisdiction, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the New Securities or enforcement of rights and the receipt of payments with respect to the New Securities;

·in respect of New Securities presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder of such New Securities would have been entitled to such Additional Amounts, on surrender of such New Securities for payment on the last day of such period of 30 days;

·in respect of any taxes, duties, assessments or other governmental charges that would not have been so withheld or deducted but for the failure by the holder, the beneficial owner of the New Securities, or, in the case of amounts payable to the Trustee, the Trustee to (i) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled, or (ii) comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, if (1) compliance is required by the Relevant Taxing Jurisdiction, as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (2) the Issuer has given the holders or the Trustee, as applicable, at least 30 days’ notice that holders will be required to provide such certification, identification or other requirement; provided that, in no event, shall such holder’s, beneficial owner’s, or Trustee’s requirement to make a valid and legal claim for exemption from or reduction of such taxes require such holder, beneficial owner or the Trustee to provide any materially more onerous information, documents or other evidence than would be required to be provided had such holder, beneficial owner or the Trustee been required to file U.S. IRS Forms W-8 or W-9, as applicable;

·in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge;

·any withholding or deduction that is imposed on the New Securities that is presented for payment, where presentation is required, by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting such New Securities to another paying agent;

·in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the New Securities; or

·in respect of any combination of the above.

In addition, no Additional Amounts shall be paid with respect to any payment on a New Security to a holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the holder.

For purposes of the above, “Relevant Date” means, with respect to any payment on a New Security, whichever is the later of: (i) the date on which such payment first becomes due; and (ii) if the full amount payable

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has not been received by the Trustee on or prior to such due date, the date on which notice is given to the holders that the full amount has been received by the Trustee.

Any reference in this prospectus, the Indentures or the New Securities to principal, interest or any other amount payable in respect of the New Securities by the Issuer or the New Securities Guarantees by the Guarantor will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this subsection.

The Issuer and the Guarantor shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery or registration of each note or any other document or instrument referred to herein or therein except, in certain cases, for taxes, charges or similar levies resulting from certain registrations of transfer or exchange of New Securities.

The foregoing obligation will survive termination or discharge of the Indentures, payment of the New Securities and/or the resignation or removal of the Trustee or any agent hereunder.

Optional Redemption

Optional Redemption with a Make-Whole Premium

With respect to the 2029 New Notes, prior to October 15, 2028, the Issuer may redeem the 2029 New Notes, in whole at any time, or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount thereof, and (2) the sum of the present values, calculated as of the redemption date, of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the redemption date) as if the bonds were redeemed on October 15, 2028, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in each case any accrued and unpaid interest and Additional Amounts, if any, on such 2029 New Notes to the redemption date, as calculated by the Independent Investment Banker; provided that 2029 New Notes in an aggregate principal amount equal to at least U.S.$150 million remain outstanding immediately after the occurrence of any partial redemption of 2029 New Notes. At any time on or after October 15, 2028, the Issuer will have the right to redeem the 2029 New Notes, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the 2029 New Notes being redeemed plus accrued and unpaid interest on the principal amount of the 2029 New Notes being redeemed to such redemption date.

With respect to the 2030 New Notes, prior to October 15, 2029, the Issuer may redeem the 2030 New Notes, in whole at any time, or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount thereof, and (2) the sum of the present values, calculated as of the redemption date, of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the redemption date) as if the bonds were redeemed on October 15, 2029, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus in each case any accrued and unpaid interest and Additional Amounts, if any, on such 2030 New Notes to the redemption date, as calculated by the Independent Investment Banker; provided that 2030 New Notes in an aggregate principal amount equal to at least U.S.$150 million remain outstanding immediately after the occurrence of any partial redemption of 2030 New Notes. At any time on or after October 15, 2029, the Issuer will have the right to redeem the 2030 New Notes, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the 2030 New Notes being redeemed plus accrued and unpaid interest on the principal amount of the 2030 New Notes being redeemed to such redemption date.

For purposes of the above:

“Par Call Date” means October 15, 2028, with respect to the 2029 New Notes, and October 15, 2029, with respect to 2030 New Notes.

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“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Par Call Date, as applicable.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

“Comparable Treasury Price” means, with respect to any redemption date (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealers” means, with respect to the 2029 New Notes, BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA LLC or any of their Affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; and, with respect to 2030 New Notes, BNP Paribas Securities Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Rabo Securities USA, Inc., Scotia Capital (USA) Inc. or any of their Affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; provided that if any of the foregoing cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third Business Day preceding such redemption date.

Redemption for Taxation Reasons

If as a result of any change in or amendment to the laws or treaties (or any rules or regulations thereunder) of any Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules, or regulations (including a holding by a court of competent jurisdiction), which change or amendment or change in official position becomes effective on or after the Issue Date, or, with respect to a successor, after the date a successor assumes the obligations under the New Securities or the New Securities Guarantees, the Issuer or the Guarantor or the successor have or will become obligated to pay Additional Amounts as described above under “— Payment of Additional Amounts” in excess of the Additional Amounts that the Issuer or the Guarantor would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% (or at a rate of 25% in case the holder of the New Securities is resident in a tax haven jurisdiction, i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 20% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) as a result of the taxes, duties, assessments and other governmental charges described above (the “Minimum Withholding Level”), the Issuer may, at its option, redeem all, but not less than all, of the New Securities of the series so affected, at a redemption price equal to 100% of their principal amount, together with interest and Additional Amounts accrued to the date fixed for redemption, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would, but for such redemption, be obligated to pay the Additional Amounts above the Minimum Withholding Level, were a payment then due. The Issuer shall not have the right to so redeem the New Securities in the event it becomes obliged to pay Additional Amounts which are less than the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Issuer shall not have the

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right to so redeem the New Securities unless: (i) it has taken measures it considers reasonable to avoid the obligation to pay Additional Amounts; and (ii) it has complied with all applicable regulations to legally effect such redemption; provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s, the Guarantor’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive or registered office.

In the event that the Issuer elects to so redeem the New Securities, it will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer by two of its directors or by its attorney in fact in accordance with its articles of association, stating that the Issuer is entitled to redeem the New Securities pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer to so redeem have occurred or been satisfied; and (ii) an Opinion of Counsel (as provided for in the Indentures) to the effect that the Issuer has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level as a result of the change or amendment and that all governmental approvals necessary for the Issuer to effect the redemption have been obtained and are in full force and effect.

Optional Redemption Procedures

Notice of any redemption will be delivered in accordance with the procedures of the DTC or, in the case of any certificated New Securities, mailed by first-class mail, postage prepaid, to holders of the New Securities at their respective registered addresses, in each case at least 30 but not more than 60 days before the redemption date.

New Securities called for redemption will become due on the date fixed for redemption. The Issuer will pay the redemption price for any New Security together with accrued and unpaid interest thereon through the redemption date. On and after the redemption date, interest will cease to accrue on the New Securities as long as the Issuer has deposited with the paying agent funds in satisfaction of the applicable redemption price pursuant to the Indentures. Upon redemption of New Securities by the Issuer, such New Securities will be cancelled.

No Mandatory Redemption or Sinking Fund

There will be no mandatory redemption or sinking fund payments for the New Securities.

New Securities Guarantees

Suzano will fully, unconditionally and irrevocably guarantee to each holder and the Trustee all of the obligations of the Issuer pursuant to the Indentures and the New Securities (the “New Securities Guarantees”), including the full and prompt payment of principal and interest on the New Securities, when and as the same become due and payable, whether at maturity, upon redemption or repurchase, by declaration of acceleration or otherwise, and including any Additional Amounts required to be paid. Any obligation of the Issuer to make a payment may be satisfied by causing Suzano to make such payment. Suzano will comply with all then-applicable Central Bank regulations to legally effect any payments under the New Securities Guarantees.

The New Securities Guarantees will terminate upon discharge or defeasance of the New Securities, as described under the captions “—Satisfaction and Discharge” and “—Defeasance.”

Ranking

The New Securities will be unsecured and unsubordinated obligations of the Issuer and will rank equally with any and all other existing and future unsecured and unsubordinated obligations of the Issuer.

The New Securities Guarantees will be unsecured, unsubordinated obligation of the Guarantor, ranking equally with all of its other existing and future unsecured and unsubordinated obligations. The New Securities Guarantees will effectively rank junior to all secured debt of the Guarantor to the extent of the value of the assets securing that debt. Although the Indentures will contain limits on the ability of the Issuer and the Guarantor to incur

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secured debt, the limitation is subject to a number of significant exceptions. See “Certain Covenants—Limitation on Liens.”

Under Brazilian law, as a general rule, holders of the New Securities and the New Securities Guarantees will not have any claim whatsoever against non-guarantor Subsidiaries of Suzano. Claims of creditors of such non-guarantor Subsidiaries of Suzano, including trade creditors, generally will have priority with respect to the assets and earnings of such Subsidiaries over the claims of Suzano’s creditors, including holders of the New Securities. The New Securities, therefore, will be structurally subordinated to creditors (including trade creditors) and preferred stockholders (if any) of Suzano’s non-guarantor Subsidiaries. The Indentures will not limit the incurrence of Debt and Disqualified Stock of Suzano’s Subsidiaries. Moreover, the Indentures will not impose any limitation on the incurrence by any of Suzano’s Subsidiaries of liabilities that are not considered Debt or Disqualified Stock under the Indentures.

Open Market Purchases

The Issuer or its Affiliates may at any time purchase the New Securities in the open market or otherwise at any price.

Certain Covenants

The Indentures will contain covenants that impose limitations and restrictions on the Issuer and also will set forth covenants that will be applicable to Suzano and its Subsidiaries, including, among others, the following:

Ranking

Each of the Issuer and the Guarantor will ensure that its respective obligations under the Indentures, the New Securities and the New Securities Guarantees will at all times constitute direct and unconditional obligations of the Issuer or the Guarantor, ranking at all times at least pari passu in priority of payment among themselves and with all other senior Debt of such Person, except to the extent any such other Debt ranks above such obligations by reason of Liens permitted under the covenant described under “—Limitation on Liens.”

Limitation on Liens

Suzano will not, and will not permit any Subsidiary to, directly or indirectly, incur or permit to exist any Lien securing the payment of Debt on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens, without effectively providing that the New Securities or the New Securities Guarantees, as applicable, are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the New Securities or any New Securities Guarantees, prior to) the obligations so secured for so long as such obligations are so secured.

Limitation on Sale and Leaseback Transactions

Suzano will not, and will not permit any Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless Suzano or such Subsidiary would be entitled to create a Lien on such Property or asset securing the Attributable Debt without equally and ratably securing the New Securities pursuant to the covenant described under the heading “—Limitation on Liens,” in which case, the corresponding Lien will be deemed incurred pursuant to such provision.

Repurchase of New Securities upon a Change of Control

Not later than 30 days following a Change of Control that results in a Rating Decline for either series of New Securities, the Issuer or Suzano shall make an Offer to Purchase all outstanding New Securities of such series at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

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An “Offer to Purchase” must be made by written offer, which will specify the principal amount of New Securities subject to the offer and the purchase price. The offer must specify an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer and a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of Suzano and its Subsidiaries which the Issuer in good faith believes will enable the holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable holders to tender New Securities pursuant to the offer.

A holder may tender all or any portion of its New Securities pursuant to an Offer to Purchase, subject to the minimum denomination requirement and the requirement that any portion of a New Security tendered must be in a multiple of U.S.$1,000 principal amount. Holders are entitled to withdraw New Securities tendered up to the close of business on the expiration date. On the purchase date, the purchase price will become due and payable on each New Securities accepted for purchase pursuant to the Offer to Purchase, and interest on New Securities purchased will cease to accrue on and after the purchase date provided that payment is made available on that date.

The Issuer will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws and regulations in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

The Issuer is only required to offer to repurchase the New Securities of a series in the event that a Change of Control results in a Rating Decline for such series. Consequently, if a Change of Control were to occur which does not result in a Rating Decline, the Issuer would not be required to offer to repurchase the New Securities of such series. In addition, neither the Issuer nor Suzano will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in the Indentures applicable to an Offer to Purchase made by the Issuer or Suzano and purchases all New Securities of such series properly tendered and not withdrawn under the Offer to Purchase, or (2) notice of redemption for all outstanding New Securities of such series has been given pursuant to the Indentures as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made.

Certain existing and/or future Debt of the Issuer or Suzano may provide that a Change of Control is a default or require repurchase upon a Change of Control. Moreover, the exercise by the noteholders of their right to require the Issuer to purchase the New Securities could cause a default under other debt, even if the Change of Control itself does not, due to the financial effect of the purchase on the Issuer. In addition, any remittance of funds outside of Brazil to noteholders or the Trustee may require the consent of the Central Bank, which may not be granted. The Issuer’s ability to pay cash to the noteholders following the occurrence of a Change of Control may be limited by the Issuer’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make the required purchase of the New Securities.

Except as described above with respect to a Change of Control, the Indentures does not contain provisions that permit the holder of the New Securities to require that the Issuer purchase or redeem the New Securities in the event of a takeover, recapitalization or similar transaction.

The provisions under the Indentures relating to the Issuer’s obligation to make an offer to repurchase the New Securities as a result of a Change of Control may be waived or amended as described in “—Amendments and Waivers.”

Limitation on Transactions with Affiliates

a)Suzano will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets,

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or the rendering of any service with any Affiliate of Suzano (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to Suzano or of its Subsidiaries than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of Suzano.

b)In any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of U.S.$20 million (or the equivalent thereof at the time of determination), Suzano must first deliver to the Trustee an Officer’s Certificate to the effect that such transaction or series of related transactions are on fair and reasonable terms no less favorable to Suzano or such Subsidiary than could be obtained in a comparable arm’s length transaction and is otherwise compliant with the terms of the Indentures.

c)The foregoing paragraphs do not apply to:

(1)any transaction between Suzano and any of its Subsidiaries or between or among Subsidiaries of Suzano;

(2)any transaction between Suzano or any of its Subsidiaries, on the one hand, and any joint venture, on the other, on market terms;

(3)the payment of reasonable and customary regular fees to directors of Suzano who are not employees of Suzano;

(4)any issuance or sale of Equity Interests of Suzano (other than Disqualified Stock);

(5)transactions or payments (including loans and advances) pursuant to any employee, officer or director compensation or benefit plans, customary indemnifications or arrangements entered into in the ordinary course of business;

(6)transactions pursuant to agreements in effect on the Issue Date and described in the prospectus, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to Suzano and its Subsidiaries than those in effect on the date the Indentures;

(7)any Sale and Leaseback Transaction otherwise permitted under the caption “—Limitation on Sale and Leaseback Transactions” if such transaction is on market terms;

(8)transactions with customers, clients, distributors, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and on market terms;

(9)the provision of administrative services to any joint venture on substantially the same terms provided to or by Subsidiaries of Suzano; and

(10)any guarantee or security granted by an affiliate of Suzano in favor of Suzano or any of its Subsidiaries on market terms.

Financial Reports

So long as any New Securities remain outstanding:

a)Suzano will

(1)in the event Suzano is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, provide the Trustee and the holders of New Securities with annual financial statements audited by an internationally recognized firm of independent public accountants within 120 days of the end of each fiscal year and unaudited quarterly financial information within 90 days of the end of each of the first three fiscal quarters of each fiscal year, in each case prepared in

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accordance with Applicable GAAP and accompanied by a discussion and analysis substantially in the format of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that is included in this prospectus, in each case prepared in Portuguese and English, unless such information is publicly available on Suzano’s website; or

(2)in the event Suzano is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, provide the Trustee, promptly after their filing with the SEC, for further delivery to a holder upon request by any such holder, with copies of:

a.annual reports on Form 20-F (or any successor form) filed with the SEC, and, if required by applicable securities law, a reconciliation to U.S. GAAP;

b.reports on Form 6-K (or any successor form) that include quarterly financial statements filed with the SEC; and

c.such other reports on Form 6-K (or any successor form) relating to the occurrence of an event that would be required to be report thereon;

unless such filings are publicly available on the SEC’s EDGAR System;

b)Upon request, Suzano will provide the Trustee, for further delivery to a holder upon request by such holder, with copies (including English translations of documents in other languages) of all public filings made by it with any stock exchange or securities regulatory agency promptly after their respective filing.

c)At any time when Suzano is not subject to or is not current in its reporting obligations under Section 13 or 15(d) of the Exchange Act, Suzano will make available, upon request, to any holder of New Securities and any prospective purchaser of New Securities the information required pursuant to Rule 144A(d)(4) under the Securities Act.

d)In addition, the Indentures will provide that Suzano shall at all times comply with the periodic reporting requirements of the any stock exchange, if any, on which the New Securities may be listed, in each case as in effect at the time of reporting so long as the New Securities are listed on any such other stock exchange.

e)Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them will not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s or Suzano’s compliance with any of its covenants in the Indentures (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Reports to Trustee

Suzano will deliver to the Trustee:

(1)within 120 days after the end of each fiscal year an Officer’s Certificate stating that the Issuer and Suzano have fulfilled their obligations under the Indentures or, if there has been a Default, specifying the Default and its nature and status; and

(2)as soon as possible and in any event within 10 days after it becomes aware or should reasonably become aware of the occurrence of a Default, an Officer’s Certificate setting forth the details of the Default, and the action which the Issuer or Suzano, as applicable, proposes to take with respect thereto.

Consolidation, Merger or Sale of Substantially All Assets

a)Neither Suzano nor the Issuer will, in a single transaction or a series of related transactions:

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·consolidate with or merge with or into any Person, or

·sell, convey, transfer, assign, or otherwise dispose of all or substantially all of its assets (determined on a consolidated basis for Suzano and its Subsidiaries, as the case may be) as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person, or

·permit any Person to merge with or into Suzano or the Issuer; in each case unless

(1)either: (x) Suzano or the Issuer, as applicable, is the continuing Person; or (y) the resulting, surviving or transferee Person (the “Successor Company”) is (A) in the event of a merger of Suzano, a corporation organized and validly existing under the laws of Brazil or any political subdivision thereof, the United States of America or any state thereof or the District of Columbia or any other country member of the Organization for Economic Co-operation and Development (“OECD”) or (B) in the event of a merger of the Issuer, an entity organized and validly existing under the laws of Austria, the United States of America or any state thereof or the District of Columbia or any other country member of the OECD, and, in each case, expressly assumes by supplemental indenture, executed and delivered to the Trustee, in form as set forth in the Indentures or as otherwise satisfactory to the Trustee, all of the obligations of Suzano or the Issuer, as the case may be, under the Indentures and the New Securities Guarantees, as applicable;

(2)immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing;

(3)if Suzano is organized under Brazilian law or the Issuer is organized under Austrian law, as applicable, and Suzano or the Issuer merges with a corporation, or the Successor Company is, organized under the laws of the United States, any State thereof or the District of Columbia or any country member of the OECD, or (ii) if Suzano or the Issuer is organized under the laws of the United States, any State thereof or the District of Columbia and merges with a corporation, or the Successor Company is, organized under the laws of Brazil or Austria, as applicable, or any country member of the OECD, then Suzano, the Issuer or the Successor Company will have delivered to the Trustee an Opinion of Counsel from each of Brazilian or Austrian, as applicable, U.S. and the successor jurisdiction counsel to the effect that, as applicable, the holders of the New Securities will not recognize income, gain or loss for U.S. jurisdiction or Brazilian or Austrian jurisdiction, as applicable, or the successor jurisdiction income tax purposes as a result of such transaction; and

(4)Suzano, the Issuer or the Successor Company, as the case may be, delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indentures;

provided, that clause (2) does not apply to the consolidation or merger of Suzano or the Issuer with or into any of Suzano’s Subsidiaries or the consolidation or merger of a Subsidiary of Suzano with or into Suzano or the Issuer.

b)Suzano shall not sell or otherwise transfer any Equity Interest in the Issuer (other than directors’ qualifying shares) to any other Person other than a Subsidiary of Suzano unless Suzano becomes the direct obligor under the New Securities.

c)Upon the consummation of any transaction effected in accordance with these provisions, if Suzano or the Issuer, as applicable, is not the continuing Person, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of Suzano under the New Securities Guarantees, or the Issuer under the Indentures with the same effect as if such successor Person had been named as Suzano or the Issuer, as applicable, in the Indentures. Upon such substitution, unless the successor is one or more of Suzano’s Subsidiaries, Suzano or

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the Issuer, as applicable, will be released from its obligations under the Indentures or the New Securities Guarantees, as applicable.

Maintenance of Properties

Suzano will cause all properties used or useful in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of Suzano may be necessary so that the business of Suzano and its Subsidiaries may be properly and advantageously conducted at all times; provided that nothing shall prevent Suzano or any of its Subsidiaries from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of Suzano, desirable in the conduct of the business of Suzano and its Subsidiaries taken as a whole.

Substitution of the Issuer

The Issuer may, without the consent of any holder of the New Securities (and, by purchasing any New Securities, each holder expressly consents to the provisions of this section), be substituted by (a) Suzano or (b) any Wholly Owned Subsidiary of Suzano as principal debtor in respect of the New Securities (in each case, in that capacity, the “Successor Issuer”); provided that the following conditions are satisfied:

a)such documents will be executed by the Successor Issuer, the Issuer, Suzano and the Trustee as may be necessary to give full effect to the substitution, including (i) a supplemental indenture under which the Successor Issuer assumes all of the Issuer’s obligations under the Indentures and the New Securities and, unless the Guarantor’s then existing Guarantee remain in full force and effect, substitute guarantees issued by the Guarantor in respect of the New Securities and (ii) a Subsidiary guarantee by the Issuer (collectively, the “Issuer Substitution Documents”);

b)the Issuer Substitution Documents will contain covenants (i) to ensure that each holder of the New Securities has the benefit of a covenant in terms corresponding to the obligations of the Issuer in respect of the payment of Additional Amounts (but replacing references to Austria with references to the jurisdiction of organization of the Successor Issuer); and (ii) to indemnify each holder and beneficial owner of the New Securities against all taxes or duties (a) which arise by reason of a law or regulation in effect or contemplated on the effective date of the substitution, which may be incurred or levied against such holder or beneficial owner of the New Securities as a result of the substitution and which would not have been so incurred or levied had the substitution not been made and (b) which are imposed on such holder or beneficial owner of the New Securities by any political subdivision or taxing authority of any country in which such holder or beneficial owner of the New Securities resides or is subject to any such tax or duty and which would not have been so imposed had the substitution not been made;

c)the Successor Issuer will deliver, or cause the delivery, to the Trustee of opinions from counsel reasonably satisfactory to the Trustee in the jurisdiction of organization of the Successor Issuer, Austria, Brazil, Luxembourg and New York as to the validity, legally binding effect and enforceability of the Issuer Substitution Documents, the Indentures, the New Securities and the New Securities Guarantees and specified other legal matters, as well as an officers’ certificate and opinion as to compliance with the provisions of the Indentures, including those provisions described under this section;

d)the Successor Issuer will appoint a process agent in the Borough of Manhattan in The City of New York to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the New Securities, the Indentures and the Issuer Substitution Documents;

e)no Event of Default has occurred and is continuing; and

f)the substitution will comply with all applicable requirements under the laws of the jurisdiction of organization of the Successor Issuer, Austria, Brazil and Luxembourg for the purpose of such substitution.

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Upon the execution of the Issuer Substitution Documents, any substitute guarantee and compliance with the other conditions in the Indentures relating to the substitution, the Successor Issuer will be deemed to be named in the New Securities as the principal debtor in place of the Issuer, any reference in this “Description of the New Securities” to the Issuer shall from then on be deemed to refer to the Successor Issuer and any reference to the country in which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed to refer to the country of domicile or residence for taxation purposes of the Successor Issuer.

Not later than 10 Business Days after the execution of the Issuer Substitution Documents, the Successor Issuer will give notice thereof to the holders of the New Securities. Notice of any such substitution shall be published in accordance with the provisions set forth under “—Notices.”

Notwithstanding any other provision of the Indentures, the Guarantor will (unless it is the Successor Issuer) promptly execute and deliver any documents or instruments necessary or that the Trustee may reasonably request, to ensure that the New Securities Guarantees are in full force and effect for the benefit of the holders and beneficial owners of the New Securities following the substitution.

See “Taxation—United States Tax Considerations.”

Default and Remedies

Events of Default

An “Event of Default” with respect to each series occurs if:

(1)the Issuer defaults in the payment of the principal or any related Additional Amounts, if any, of any New Security of such series when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise;

(2)the Issuer defaults in the payment of interest or any related Additional Amounts, if any, on any New Security of such series when the same becomes due and payable, and the default continues for a period of 30 days;

(3)Suzano or the Issuer fails to comply with the covenants described under the captions “—Certain Covenants—Consolidation, Merger or Sale of Substantially All Assets”;

(4)the Issuer or Suzano, as the case may be, defaults in the performance of or breaches any other of its covenants or agreements in the Indentures in relation to the New Securities or under the New Securities and the default or breach continues for a period of 60 consecutive days after written notice to the Issuer and/or Suzano, as the case may be, by the Trustee acting at the written direction of holders of 25% or more in aggregate principal amount of the New Securities, or to the Issuer, Suzano and the Trustee by the holders of 25% or more in aggregate principal amount of the New Securities;

(5)there occurs with respect to any Debt of Suzano or any of its Subsidiaries having an outstanding principal amount of U.S.$75 million (or the equivalent thereof at the time of determination) or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

(6)one or more final and non-appealable judgments or orders for the payment of money are rendered against the Issuer, Suzano or any of its Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final and non-appealable judgment or order that causes the aggregate amount for all such final and non-appealable judgments or orders outstanding and not paid or discharged against all such Persons to exceed U.S.$75 million or the

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equivalent thereof at the time of determination (in excess of amounts which Suzano’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(7)an involuntary case or other proceeding is commenced against the Issuer, Suzano or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, administrador judicial, liquidator, custodian or other similar official of it or any substantial part of its Property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or a final order for relief is entered against the Issuer, Suzano or such Subsidiaries under relevant bankruptcy laws as now or hereafter in effect;

(8)the Issuer, Suzano or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, recuperação judicial ou extrajudicial or other relief with respect to itself or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, administrador judicial, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, Suzano or any such Subsidiaries or for all or substantially all of the Property of the Issuer, Suzano or any such Subsidiaries or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause (7) or (8) a “bankruptcy default”);

(9)the applicable New Securities Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indentures, or the Guarantor denies or disaffirms its obligations under such New Securities Guarantee;

(10)any event occurs that under the laws of Brazil, Austria or any political subdivision thereof or any other country has substantially the same effect as any of the events a bankruptcy default; or

(11)all or substantially all of the undertaking, assets and revenues of the Issuer, Suzano or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary is condemned, seized or otherwise appropriated by any Person acting under the authority of any national, regional or local government or the Issuer, Suzano or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary is prevented by any such Person for a period of 60 consecutive days or longer from exercising normal control over all or substantially all of its undertaking, assets and revenues.

Consequences of an Event of Default

If an Event of Default, other than a bankruptcy default with respect to the Issuer, the Guarantor or any of Suzano’s Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, occurs and is continuing with respect to any New Securities of a series under the Indentures, the Trustee or the holders of at least 25% in aggregate principal amount of the New Securities of such series then outstanding, by written notice to the Issuer and to the Guarantor (and to the Trustee if the notice is given by the holders), may, and the Trustee at the request of such holders shall, declare the unpaid principal of and accrued interest on the New Securities of such series to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs, the unpaid principal of and accrued interest on the New Securities then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. In this case, the Guarantor will be required, and will agree in the Indentures, to duly comply with any and all then-applicable Central Bank regulations for remittance of funds outside of Brazil.

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The holders of a majority in principal amount of the outstanding New Securities by written notice to the Issuer, the Guarantor and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

(1)all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the New Securities that have become due solely by the declaration of acceleration, have been cured or waived,

(2)the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and

(3)the Issuer or the Guarantor has deposited with the Trustee of a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable fees, expenses, disbursements and advances of the Trustee, its agents and counsel, in each case incurred in connection with such Event of Default.

Except as otherwise provided in “—Consequences of an Event of Default” or “—Amendments and Waivers— Amendments with Consent of Holders” the holders of a majority in principal amount of the outstanding New Securities of the applicable series may, by notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default with respect to such series will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

The holders of a majority in principal amount of the outstanding New Securities of the applicable series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indentures, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of holders of New Securities of the applicable series not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from holders of New Securities of the applicable series.

A holder of any New Security may not institute any proceeding, judicial or otherwise, with respect to the Indentures or the New Securities, or for the appointment of a receiver or trustee, or for any other remedy under the Indentures or the New Securities, unless:

(1)the holder has previously given to the Trustee written notice of a continuing Event of Default;

(2)holders of at least 25% in aggregate principal amount of outstanding New Securities of the applicable series have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under the Indentures;

(3)holders of New Securities of the applicable series have offered to the Trustee indemnity and/or security satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(4)the Trustee within 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding New Securities of the applicable series have not given the Trustee a written direction that is inconsistent with such written request.

Notwithstanding anything to the contrary, the right of a holder of a New Security to receive payment of principal of or interest on its New Security on or after the Stated Maturity thereof, or to bring suit for the enforcement of any such payment on or after such dates, may not be impaired or affected without the written consent of that holder.

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If any Event of Default with respect to a series occurs and is continuing and is known to a responsible officer of the Trustee (it being understood and agreed that any Event of Default other than a default in payment of principal and/or interest with respect to the New Securities will only be known by the Trustee upon a responsible officer of the Trustee’s receipt of a written notice specifying such Event of Default at its Corporate Trust Office), the Trustee will send notice of the Event of Default to each holder of New Securities of such series within 90 days after it occurs, unless the Event of Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any New Security, the Trustee may withhold the notice if and so long as a trust committee of trust officers of the Trustee in good faith determines that withholding the notice is in the interest of the holders.

No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders

No director, officer, employee, incorporator, member or stockholder of the Issuer or the Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantor under the New Securities, the New Securities Guarantees or the Indentures or for any claim based on, in respect of, or by reason of, such obligations. Each holder of New Securities by accepting a New Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the New Securities. This waiver may not be effective to waive liabilities under U.S. securities laws, Austrian law, or under the Brazilian corporate law, and it is the view of the SEC that such a waiver is against public policy.

Amendments and Waivers

Amendments Without Consent of Holders

The Issuer, the Guarantor and the Trustee may amend or supplement the Indentures with respect to the New Securities of a series without notice to or the consent of any noteholder:

(1)to cure any ambiguity, defect or inconsistency in the Indentures with respect to the New Securities;

(2)to comply with the covenant described under the caption “—Certain Covenants—Consolidation, Merger or Sale of Substantially All Assets” with respect to the New Securities;

(3)to evidence and provide for the acceptance of an appointment by a successor trustee with respect to the New Securities;

(4)to provide for uncertificated New Securities in addition to or in place of Certificated New Securities;

(5)to provide for any Guarantee of the New Securities, to secure the New Securities or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the New Securities when such release, termination or discharge is permitted by the Indentures;

(6)to provide for or confirm the issuance of additional notes; or

(7)to make any other change that does not materially, adversely affect the rights of any holder of New Securities or to conform the Indentures to this “Description of the New Securities” as evidenced by an Opinion of Counsel delivered to the Trustee.

Amendments with Consent of Holders

a)Except as otherwise provided in “—Default and Remedies—Consequences of an Event of Default” or paragraph (b), the Issuer, the Guarantor and the Trustee may amend the Indentures and the New Securities of a series with the written consent of the holders of a majority in principal amount of the outstanding New Securities of such series and the holders of a majority in principal amount of the outstanding New Securities of

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such series may waive future compliance by the Issuer or the Guarantor with any provision of the Indentures or the New Securities of such series.

b)Notwithstanding the provisions of paragraph (a), without the consent of each holder affected, an amendment or waiver may not (with respect to any New Securities held by a non-consenting holder):

(1)reduce the principal amount of or change the Stated Maturity of any installment of principal of any New Security;

(2)reduce the rate of or change the payment date of any interest payment on any New Security;

(3)reduce the amount payable upon the redemption of any New Security in respect of an optional redemption, change the times at which any New Security may be redeemed or, once notice of redemption has been given, change the time at which it must thereupon be redeemed;

(4)after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder with respect to the New Securities;

(5)make any New Security payable in currency or at any place other than that stated in the relevant New Security;

(6)impair the right of any holder of New Securities to institute suit for the enforcement of any payment on or with respect to any New Security;

(7)make any change in the percentage of the principal amount of the New Securities required for amendments or waivers;

(8)modify or change any provision of the Indentures affecting the ranking of the New Securities in a manner adverse to the holders of the New Securities; or

(9)make any change in the New Securities Guarantees that would materially and adversely affect the holders of New Securities.

It is not necessary for holders of the New Securities to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

The Luxembourg Stock Exchange will be notified of any amendment regardless of whether noteholders’ approval is required.

Neither Suzano nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indentures or the New Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the New Securities that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

Satisfaction and Discharge

The Indentures will be discharged and will cease to be of further effect as to all New Securities issued thereunder, when, with respect to the New Securities issued thereunder:

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(1)

a.all New Securities that have been authenticated, except lost, stolen or destroyed New Securities that have been replaced or paid and New Securities for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

b.all New Securities that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year due to maturity or redemption and the Issuer or the Guarantor have irrevocably deposited or caused to be deposited with the Trustee as funds in trust solely for the benefit of the holders of New Securities, U.S. dollars or U.S. Government Obligations, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the New Securities not delivered to the Trustee for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption in respect of the New Securities;

(2)no Default or Event of Default has occurred in respect of the New Securities and will continue after the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer, Suzano or any of its Subsidiaries is a party or by which the Issuer, Suzano or any of its Subsidiaries is bound;

(3)the Issuer, Suzano or any of its Subsidiaries has paid or caused to be paid all other sums payable by it under the Indentures in respect of the New Securities; and

(4)the Issuer and the Guarantor have delivered irrevocable instructions to the Trustee under the Indentures to apply the deposited money toward the payment of the New Securities at maturity or the redemption date, as the case may be and in case of redemption, has given notice of redemption.

In addition, the Issuer and the Guarantor must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of the Indentures in respect of the New Securities have been satisfied.

Defeasance

With respect to the New Securities of a series, the Issuer may elect to:

(1)discharge most of its obligations in respect of such New Securities and the Indentures, not including obligations related to the defeasance trust or to the replacement of such New Securities or its obligations to the Trustee (“legal defeasance”); or

(2)discharge its obligations under most of the covenants, as set forth in the Indentures (and the events listed in clauses (4), (5), (6), (9) and (11) under “—Default and Remedies—Events of Default” will no longer constitute Events of Default) (“covenant defeasance”) with respect to such New Securities by irrevocably depositing in trust with the Trustee U.S. dollars or U.S. Government Obligations sufficient to pay principal of and interest on such New Securities to maturity or redemption and by meeting certain other conditions, including delivery to the Trustee of either a ruling received from the Internal Revenue Service or an Opinion of Counsel to the effect that the holders of such New Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case. In the case of legal defeasance or discharge, such an opinion could not be given absent a change of law after the date of the Indentures. In addition, in the case of any legal defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel in each of Austria, Brazil and any other jurisdiction in which the Issuer or the Guarantor are organized or is resident for tax purposes, to the effect that holders of the applicable New Securities will not recognize income, gain or loss in

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the relevant jurisdiction (as applicable) as a result of such deposit and defeasance and will be subject to taxes in the relevant jurisdiction (other than withholding taxes) (as applicable) on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the case of any legal defeasance, the defeasance would in each case be effective when 90 days have passed since the date of the deposit in trust.

In the case of either discharge or legal defeasance of any New Securities, the New Securities Guarantee with respect to such New Securities will terminate.

Concerning the Trustee

Deutsche Bank Trust Company Americas is the Trustee under the Indentures, with its corporate trust office in the Borough of Manhattan, New York City.

Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in the Indentures and no others, and no implied covenants or obligations will be read into the Indentures against the Trustee. In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by the Indentures, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of the Indentures will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties thereunder, or in the exercise of its rights or powers, unless it receives indemnity and/or security satisfactory to it against any loss, liability or expense.

The holders may have access to the Indentures at the corporate office of the Trustee.

Replacement of Trustee

The Trustee may resign at any time by 30 days prior written notice to the Issuer and Suzano.

The holders of a majority in principal amount of the outstanding New Securities may remove the Trustee by 30 days prior written notice to the Trustee.

If the Trustee is no longer eligible pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), any holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee.

The Issuer shall remove the Trustee if: (i) the Trustee is no longer eligible pursuant to the Trust Indenture Act; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. In addition, the Issuer may remove the Trustee at any time for any reason to the extent the Issuer has given the Trustee at least 30 days’ written notice and as long as no Default or Event of Default has occurred and is continuing.

A resignation or removal of the Trustee and appointment of a successor trustee will become effective only upon the successor trustee’s acceptance of appointment as provided in this Section.

If the Trustee has been removed by the holders, holders of a majority in principal amount of the New Securities may appoint a successor trustee with the consent of the Issuer. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor trustee, provided, however, that in case of a bankruptcy, the resigning Trustee will have the right to appoint a successor trustee within 10 Business Days after giving of such notice of resignation if the Issuer has not already appointed a successor trustee. If the successor trustee does not deliver its written acceptance within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the holders of a majority in principal amount of the outstanding New Securities may appoint a successor trustee or may petition any court of competent jurisdiction for the appointment of a successor trustee.

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Upon delivery by the successor trustee of a written acceptance of its appointment to the retiring Trustee and to the Issuer, (i) the retiring Trustee will, upon payment of its charges, transfer all property held by it as Trustee to the successor trustee, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor trustee will have all the rights, powers and duties of the Trustee under the Indentures. Upon request of any successor trustee, the Issuer will execute any and all instruments for fully vesting in and confirming to the successor trustee all such rights, powers and trusts. The Issuer will give notice of any resignation and any removal of the Trustee and each appointment of a successor trustee to all holders, and include in the notice the name of the successor trustee and the address of its Corporate Trust Office.

Paying Agents

The Trustee will initially act as the paying agent for the New Securities. The Issuer may appoint other paying agents in addition to the initial paying agent.

Transfer and Exchange

The Trustee will initially act as the transfer agent and registrar for the New Securities. A holder may transfer or exchange New Securities at the office designated by the Issuer for such purposes, which initially will be the Corporate Trust Office of the Trustee in New York, New York. The registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents in the form provided and as specified in the Indentures. See “Book Entry, Delivery and Form” for a description of additional transfer restrictions applicable to the New Securities.

No service charge will be imposed in connection with any transfer or exchange of any New Security, but the Issuer may in general require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

Listing

In the event that the New Securities offered hereby are listed on the NYSE, the Issuer and Suzano will use their commercially reasonable efforts to maintain such listing; provided, that if such listing of the New Securities shall be obtained and it subsequently becomes impracticable or unduly burdensome, in the good faith determination of the Issuer and Suzano, to maintain, due to changes in listing requirements occurring subsequent to the Issue Date, Suzano may de-list the New Securities from the NYSE; and, in the event of any such de-listing, Suzano shall use commercially reasonable efforts to obtain an alternative admission to listing, trading and/or quotation of the New Securities by another listing authority, exchange or system within or outside the U.S. as it may reasonably decide, provided, that if such alternative admission is not available or is, in the Issuer and Suzano’s reasonable opinion, unduly burdensome, the Issuer and Suzano shall have no further obligation in respect of any listing of the New Securities.

Notices

As long as New Securities in global form are outstanding, notices to be given to holders will be given to the depositary, in accordance with its applicable policies as in effect from time to time. If the Issuer issues New Securities in certificated form, notices to be given to holders will be sent by mail to the respective addresses of the holders as they appear in the Trustee’s records, and will be deemed given when mailed.

Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

Governing Law

The Indentures, the New Securities and the New Securities Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York.

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Prescription

Claims filed in the courts of the State of New York for payment of principal and interest in respect of the New Securities (including Additional Amounts) will be subject to the applicable statute of limitations for such claims, which is currently six years.

Consent to Jurisdiction

Each of the parties to the Indentures will irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in the City of New York in respect of any suit, action or proceeding arising out of or relating to the Indentures or any New Security or New Securities Guarantee. Each of the parties to the Indentures will irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such courts and any claim that any such suit, action or proceeding brought in such courts, has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. To the extent that the Issuer or the Guarantor have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, each of the Issuer and any Guarantor has irrevocably waived such immunity in respect of (i) its obligations under the Indentures and (ii) any New Security or New Securities Guarantee. Each of the parties to the Indentures will agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding on them and may be enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment, provided, that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law.

As long as any of the New Securities remain outstanding, the Issuer and the Guarantor will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Indentures or any New Security or New Securities Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Issuer shall to the extent permitted by law be deemed in every respect effective service of process upon the Issuer or the Guarantor in any such legal action or proceeding. The Issuer and the Guarantor will appoint Corporation Service Company as their agent for such purpose, and covenant and agree that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 1180 Avenue of the Americas, Suite 210, New York, NY 10036, United States (or at such other address or at the office of such other authorized agent as the Issuer or the Guarantor may designate by written notice to the Trustee).

Judgment Currency

U.S. dollars are the sole currency of account and payment for all sums due and payable by the Issuer and the Guarantor under the Indentures, the New Securities and the New Securities Guarantees. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the Issuer and the Guarantor will agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee determines a Person could purchase U.S. dollars with such other currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given.

The obligation of each of the Issuer and the Guarantor in respect of any sum due to any noteholder or the Trustee in U.S. dollars shall, to the extent permitted by applicable law, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency such noteholder or Trustee may in accordance with normal banking procedures purchase U.S. dollars in the amount originally due to such Person with the judgment currency. If the amount of U.S. dollars so purchased is less than the sum originally due to such Person, each of the Issuer and the Guarantor agrees, jointly and severally, as a separate obligation and notwithstanding any such judgment, to indemnify such Person against the resulting loss; and if the amount of U.S. dollars so purchased is greater than the sum originally due to such Person, such Person will, by accepting a New Security, be deemed to have agreed to repay such excess.

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Certain Definitions

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable GAAP” means either (i) generally accepted accounting principles in Brazil, which are based on the Brazilian corporate law, the rules and regulations of the Brazilian securities commission and the accounting standards issued by the Brazilian Institute of Independent Accountants (Instituto dos Auditores Independentes do Brasil, IBRACON) (whether or not Suzano or any of its Subsidiaries or Affiliates is otherwise subject to such rules) as in effect as in effect from time to time or (ii) International Financial Reporting Standards as in effect from time to time (“IFRS”).

“Attributable Debt” means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

“Austria” means the Republic of Austria and any branch of power, ministry, department, authority or statutory corporation or other entity (including a trust) owned or controlled directly or indirectly by it or any of the foregoing or created by law as a public entity.

“Brazil” means The Federative Republic of Brazil and any branch of power, ministry, department, authority or statutory corporation or other entity (including a trust) owned or controlled directly or indirectly by it or any of the foregoing or created by law as a public entity.

“Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the City of New York or São Paulo.

“Capital Lease” means, with respect to any Person, any lease of any Property which, in conformity with Applicable GAAP, is required to be capitalized on the balance sheet of such Person.

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, including any Preferred Stock, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Central Bank” means the Brazilian Central Bank (Banco Central do Brasil).

“Change of Control” means the consummation of any transaction by which (i) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than a person or group that includes any one or more of the Permitted Holders, becomes after the date hereof the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the outstanding Voting Stock of Suzano or (ii) (x) the Permitted Holders cease to “beneficially own” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, collectively, at least 50% of the total voting power of the outstanding Voting Stock of Suzano, (y) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than a person or group that includes any one or more of the Permitted Holders, becomes after the date hereof the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of a greater percentage of the total voting power of the outstanding Voting Stock of Suzano than the percentage beneficially owned collectively by the Permitted Holders and (z) the Permitted Holders cease to have, directly or indirectly, the power to direct or cause the direction of the management and policies of Suzano.

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“Consolidated Net Tangible Assets” means the total amount of assets of Suzano and its Subsidiaries on a consolidated basis, less current liabilities, less depreciation, amortization and depletion, less goodwill, trade names, trademarks, patents and other intangibles, calculated based on the most recent balance sheet for which internal financial statements are available, all calculated in accordance with Applicable GAAP and calculated on a pro forma basis to give effect to any acquisition or disposition of companies, divisions, lines of businesses or operations by Suzano and its Subsidiaries subsequent to such date and on or prior to the date of determination.

“Debt” means, with respect to any Person, without duplication,

(1)all indebtedness of such Person for borrowed money;

(2)all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade accounts payables to the extent not drawn upon or presented, or, if drawn upon or presented, to the extent the resulting obligation of the Person is paid within 10 Business Days;

(4)all obligations of such Person to pay the deferred and unpaid purchase price of property or services, all conditional sale obligations and all obligations of such person under any title retention agreement, excluding trade payables arising in the ordinary course of business;

(5)all obligations of such Person as lessee under Capital Leases;

(6)all Debt of other Persons guaranteed by such Person to the extent so guaranteed;

(7)all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person;

(8)all obligations of such Person under Hedging Agreements;

(9)all Disqualified Equity Interests issued by such Person, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends; and

(10)all Preferred Stock issued by a Subsidiary of such Person, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person.

The amount of Debt of any Person will be deemed to be:

a)with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

b)with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

c)with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

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d)with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and

e)otherwise, the outstanding principal amount thereof.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are:

(1)required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the New Securities for consideration other than Qualified Equity Interests, or

(2)convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon a “Change of Control” occurring prior to the Stated Maturity of the New Securities if those provisions:

a)are no more favorable to the holders than the covenant described under the caption “—Repurchase of New Securities Upon a Change of Control” and

b)specifically state that repurchase or redemption pursuant thereto will not be required prior to the Issuer’s repurchase of the New Securities as required by the Indentures.

“Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into equity.

“Event of Default” has the meaning given to it under “—Default and Remedies—Events of Default.”

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Fitch” means Fitch Ratings Inc. and its successors.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means Suzano.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices.

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“Hedging Obligations” means the obligations of any Person pursuant to any Hedging Agreement.

“Investment Grade” means “BBB-” or higher by S&P, “Baa3” or higher by Moody’s or “BBB-” or higher by Fitch, or the equivalent of such global ratings by S&P, Moody’s or Fitch.

“Issue Date” means                , 2019.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“New Securities Guarantees” means the guarantee of the New Securities by Suzano pursuant to the Indentures.

“Officer’s Certificate” means a certificate signed by any of the chief executive officer, the chief operating officer, the chief financial officer, the chief accounting officer, the treasurer, a director, the general counsel or any vice president of the Issuer or Suzano.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Issuer, Suzano (except as otherwise provided in the Indentures), as reasonably acceptable to the Trustee.

“Permitted Holders” means (i) Suzano Holding S.A. or any Affiliate thereof, David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Lisabeth S. Sander, Janet Guper, André Guper, Pedro Noah Hornett Guper and Ian Baruch Hornett Guper, or any of their respective successors, or (ii) an entity that is directly or indirectly controlled by one or more of the Persons listed in clause (i).

“Permitted Liens” means:

(1)any Lien existing on the date of the Indentures, and any extension, renewal or replacement thereof or of any Lien in clauses (2) or (3) below; provided, however, that the total amount of Debt so secured is not increased plus any fees and expenses in connection with such extension, renewal or replacement;

(2)any Lien on any property or assets (including Capital Stock of any person) securing Debt incurred solely for purposes of financing the acquisition, construction or improvement of such property or assets after the date of the Indentures; provided that (a) the aggregate principal amount of Debt secured by the Liens will not exceed (but may be less than) 130% of the cost (i.e., purchase price) of the property or assets so acquired, constructed or improved and (b) the Lien is incurred before, or within 365 days after the completion of, such acquisition, construction or improvement and does not encumber any other property or assets of Suzano or any of its Subsidiaries; and provided, further, that to the extent that the property or asset acquired is Capital Stock, the Lien also may encumber other property or assets of the person so acquired;

(3)any Lien securing Debt incurred for the purpose of financing all or part of the cost of the acquisition, construction or development of a project; provided that the lenders of such Debt expressly agree to limit their recourse in respect of such Debt to assets (including Capital Stock of the project entity) and/or revenues of such project with an aggregate value of not more than the amount of such Debt; and provided, further, that the Lien is incurred before, or within 365 days after the completion of, that acquisition, construction or development and does not apply to any other property or assets of Suzano or any Subsidiary;

(4)any Lien existing on any property or assets of any person before that person’s acquisition (in whole or in part) by, merger into or consolidation with Suzano or any of its Subsidiaries after the

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date of the Indentures; provided that the Lien is not created in contemplation of or in connection with such acquisition, merger or consolidation;

(5)any Lien in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of Suzano or any of its Subsidiaries in the ordinary course of business;

(6)any Liens granted to secure borrowings from, directly or indirectly, (a) Banco Nacional de Desenvolvimento Econômico e Social—BNDES (including borrowings from any Brazilian governmental bank with funds provided by Brazilian regional funds including Financiadora de Estudos e Projetos — FINEP, Fundo de Desenvolvimento do Nordeste — FDNE, Banco do Nordeste do Brasil and Fundo de Desenvolvimento do Centro Oeste — FCO), or any other Brazilian governmental development bank or credit agency or (b) any international or multilateral development bank or government-sponsored agency, export-import bank or official export-import credit insurer;

(7)any pledge or deposit made in connection with workers’ compensation, unemployment insurance or other similar social security legislation, any deposit to secure appeal bonds, judicial deposits or other similar guarantees in proceedings being contested in good faith to which Suzano or any Subsidiary is a party, good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which Suzano or any its Subsidiaries is a party or deposits for the payment of rent, in each case made in the ordinary course of business;

(8)any Lien imposed by law that was incurred in the ordinary course of business, including, without limitation, carriers’, warehousemen’s and mechanics’ liens and other similar encumbrances arising in the ordinary course of business, in each case for sums not yet due or being contested in good faith by appropriate proceedings;

(9)any rights of set-off of any Person with respect to any deposit account of Suzano or any of its Subsidiaries arising in the ordinary course of business;

(10)any Lien on cash or cash equivalents securing Hedging Agreements or other similar transactions in the ordinary course of business;

(11)any Lien securing taxes, assessments and other governmental charges, the payment of which are not yet due or are being contested in good faith by appropriate proceedings and for which such reserves or other appropriate provisions, if any, have been established as required by Applicable GAAP;

(12)any Liens on the receivables of Suzano or any of its Subsidiaries securing the obligations of such Person under any line of credit or working capital facility; provided that the aggregate amount of receivables securing Debt shall not exceed 80% of Suzano’s and its Subsidiaries’ aggregate outstanding receivables from time to time; and

(13)in addition to the foregoing Liens set forth in clauses (1) through (12) above, Liens securing Debt of Suzano or any of its Subsidiaries which do not in aggregate principal amount, at any time of determination, exceed 17% of Suzano’s Consolidated Net Tangible Assets (the “General Liens Basket”).

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights over any other Capital Stock of such Person with respect to dividends, distributions or redemptions or upon liquidation.

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“Property” means (i) any land, buildings, machinery and other improvements and equipment located therein, (ii) any intangible assets, including, without limitation, any brand names, trademarks, copyrights and patents and similar rights and (iii) any income (licensing or otherwise), proceeds of sale or other revenues therefrom.

“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

“Rating Agency” means S&P, Fitch or Moody’s; or if S&P, Fitch or Moody’s are not making rating of the New Securities publicly available, an internationally recognized U.S. rating agency or agencies, as the case may be, selected by the Issuer, which will be substituted for S&P, Fitch or Moody’s, as the case may be.

“Rating Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the New Securities is under publicly announced consideration for possible down grade by either Rating Agency) after the earlier of the date of public notice of a Change of Control and of the Issuer’s intention or that of any Person to effect a Change of Control, (i) in the event the New Securities are assigned an Investment Grade rating by at least two of the Rating Agencies prior to such public notice, the rating of such New Securities by at least two of the Rating Agencies shall be below an Investment Grade Rating; or (ii) in the event such New Securities are not assigned an Investment Grade Rating by at least two of the Rating Agencies prior to such public notice, the rating of such New Securities by at least two of the Rating Agencies shall be decreased by one or more categories, provided that there shall be no Rating Decline to the extent such New Securities continue to have an Investment Grade Rating by at least one of the Ratings Agencies.

“R$” means the real, being the lawful currency in Brazil.

“Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its successors. “Securities Act” means the United States Securities Act of 1933, as amended.

“Significant Subsidiary” of any Person means any Subsidiary of Suzano, or any group of Subsidiaries, if taken together as a single entity, that would be a “significant subsidiary” of such Person within the meaning of Rule 1-02 under Regulation S-X promulgated pursuant to the Securities Act.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

“Subsidiary” means with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more Subsidiaries of such Person (or a combination thereof).

“Trustee” means the party named as such in this Description of the New Securities until a successor replaces it and, thereafter, means the Successor.

“U.S. GAAP” means generally accepted accounting principles in the U.S. as in effect from time to time.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

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“Wholly Owned Subsidiary” means a Subsidiary of which at least 95% of the Capital Stock (other than directors’ qualifying shares) is directly or indirectly owned by Suzano.

Book Entry, Delivery and Form

New Securities will be issued at the closing of this offering against payment in immediately available funds. The New Securities are represented by one or more notes in registered, global form without interest coupons (collectively, the “Global Notes”).

The Global Notes will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for New Securities in certificated form except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

In addition, transfers of beneficial interests in the Global Notes are subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited purpose trust company created to hold securities for its participating organizations (collectively, the “participants”) and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain custodial relationship with a participant, either directly or indirectly (collectively, the “indirect participants”). Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants.

The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

DTC has also advised us that, pursuant to procedures established by it:

·upon deposit of the Global Notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and

·ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in the Global Notes).

Investors in the Global Notes who are participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not participants may hold their interests therein indirectly

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through organizations (including Euroclear and Clearstream) which are participants in such system. Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the Indentures for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indentures. Under the terms of the Indentures, the Issuer and the Trustee will treat the persons in whose names the New Securities, including the Global Notes, are registered as the owners of the New Securities for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuer, the Trustee, the transfer agent, the registrar, the paying agent nor any agent of the Issuer, nor the Trustee has or will have any responsibility or liability for:

any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the Global Notes; or

any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the New Securities (including principal and interest) is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of New Securities will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be our responsibility or that of DTC or the Trustee. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the New Securities, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Subject to compliance with the transfer restrictions described herein, transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the New Securities described herein, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counter-party in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver

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instructions to its respective depositary to take action to effect final settlement on its behalf of delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised us that it will take any action permitted to be taken by a holder of New Securities only at the direction of one or more participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the New Securities as to which such participant or participants has or have given such direction. However, if there is an event of default under the New Securities, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Issuer nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive notes in registered certificated form (“Certificated Notes”) if:

(1)DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes and DTC fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;

(2)The Issuer, at its option, notifies the Trustee in writing that it has elected to cause the issuance of the Certificated Notes; or

(3)there has occurred and is continuing a Default or Event of Default with respect to the New Securities.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indentures. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Transfer Restrictions,” unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indentures) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such New Securities.

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TAXATION

The following discussion addresses certain material Austrian, Brazilian and U.S. federal income tax consequences (and certain EU related tax consequences) of acquiring, holding and disposing of the New Securities. Although there presently is no income tax treaty between Brazil and the United States, the tax authorities of the two countries have had discussions that may culminate in such a treaty.  We cannot assure, however, as to whether or when a treaty will enter into force or how it will affect holders of the New Securities.  Each prospective purchaser is urged to consult its own tax advisor about the particular Austrian, Brazilian and U.S. federal income tax consequences (and certain EU related tax consequences) to it of an investment in the New Securities.

Austrian Material Tax Considerations

This section on taxation contains a brief summary of the Issuer’s understanding with regards to certain principles of Austrian tax law which may be of significance in connection with the purchase, holding or sale of notes in Austria. This summary does not purport to exhaustively describe all possible Austrian tax aspects and does not deal with specific situations which may be of relevance for certain potential investors. The following comments are rather of a general nature and included herein solely for information purposes. They are not intended to be, nor should they be construed to be, legal or tax advice. This summary is based on the currently applicable tax legislation, case law and regulations of the tax authorities, as well as their respective interpretation, all of which may be amended from time to time. Such amendments may be effected with retroactive effect and may negatively impact on the tax consequences described herein. It is recommended that potential investors in the New Securities consult with their legal and tax advisors as to the tax consequences of the purchase, holding or sale of the New Securities. Tax risks resulting from the New Securities shall in any case be borne by the investor. For the purposes of the following summary, it is assumed that the notes are legally and factually offered to an indefinite number of persons.

General remarks

Individuals having a domicile (Wohnsitz) and/or their habitual abode (gewöhnlicher Aufenthalt), both as defined in sec. 26 of the Austrian Federal Fiscal Procedures Act (Bundesabgabenordnung), in Austria are subject to income tax (Einkommensteuer) in Austria on their worldwide income (unlimited income tax liability; unbeschränkte Einkommensteuerpflicht). Individuals having neither a domicile nor their habitual abode in Austria are subject to income tax in Austria only on income from certain Austrian sources (limited income tax liability; beschränkte Einkommensteuerpflicht).

Corporations having their place of management (Ort der Geschäftsleitung) and/or their legal seat (Sitz), both as defined in sec. 27 of the Austrian Federal Fiscal Procedures Act, in Austria are subject to corporate income tax (Körperschaftsteuer) in Austria on their worldwide income (unlimited corporate income tax liability; unbeschränkte Körperschaftsteuerpflicht). Corporations having neither their place of management nor their legal seat in Austria are subject to corporate income tax in Austria only on income from certain Austrian sources (limited corporate income tax liability; beschränkte Körperschaftsteuerpflicht).

Tax considerations which are potentially relevant to investors subject to a special tax regime, such as for example governmental authorities, charities, foundations or investment or pension funds, and special tax regimes that may apply, for example, where an investor holds notes via an entity which qualifies as an Austrian or non-Austrian investment fund for tax purposes, are not addressed herein.

Both in case of unlimited and limited (corporate) income tax liability, Austria’s right to tax may be restricted by applicable double taxation treaties.

Austrian income tax aspects

Pursuant to sec. 27(1) of the Austrian Income Tax Act (Einkommensteuergesetz), the term investment income (Einkünfte aus Kapitalvermögen) comprises:

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·income from the letting of capital (Einkünfte aus der Überlassung von Kapital) pursuant to sec. 27(2) of the Austrian Income Tax Act, including dividends and interest; the tax base is the amount of the earnings received (sec. 27a(3)(1) of the Austrian Income Tax Act);

·income from realized increases in value (Einkünfte aus realisierten Wertsteigerungen) pursuant to sec. 27(3) of the Austrian Income Tax Act, including gains from the sale, redemption and other realization (including, potentially, the assumption of the Issuer’s obligations by a Successor Issuer as described under “Description of the New Securities — Substitution of the Issuer”) of assets that lead to income from the letting of capital (including zero coupon bonds); the tax base amounts to the sales proceeds or the redemption amount minus the acquisition costs, in each case including accrued interest (sec. 27a(3)(2)(a) of the Austrian Income Tax Act); and

·income from derivatives (Einkünfte aus Derivaten) pursuant to sec. 27(4) of the Austrian Income Tax Act, including cash settlements, option premiums received and income from the sale or other realization of forward contracts like options, futures and swaps and other derivatives such as index certificates (the mere exercise of an option does not trigger tax liability); for example in the case of index certificates, the tax base amounts to the sales proceeds or the redemption amount minus the acquisition costs (sec. 27a(3)(3)(c) of the Austrian Income Tax Act).

Also the withdrawal from a securities account (Depotentnahme) and circumstances leading to a restriction of Austria’s taxation right vis-à-vis other countries, for example a relocation from Austria (Wegzug), are in general deemed to constitute a sale (cf. sec. 27(6) of the Austrian Income Tax Act). The tax base in this case amounts to the fair market value minus the acquisition costs (sec. 27a(3)(2)(b) of the Austrian Income Tax Act).

Resident individual noteholders

Individuals subject to unlimited income tax liability in Austria holding notes as non-business assets are subject to income tax on all resulting investment income pursuant to sec. 27(1) of the Austrian Income Tax Act. In case of investment income from notes with an Austrian nexus (inländische Einkünfte aus Kapitalvermögen), basically meaning income paid by an Austrian paying agent (auszahlende Stelle) or an Austrian custodian agent (depotführende Stelle), the income is subject to withholding tax (Kapitalertragsteuer) at a flat rate of 27.5%; no additional income tax is levied over and above the amount of tax withheld (final taxation pursuant to sec. 97(1) of the Austrian Income Tax Act). In case of investment income from notes without an Austrian nexus, the income must be included in the investor’s income tax return and is subject to income tax at the flat rate of 27.5%. In both cases, upon application, the option exists to tax all income subject to income tax at a flat rate pursuant to sec. 27a(1) of the Austrian Income Tax Act at the applicable lower progressive income tax rate (option for regular taxation pursuant to sec. 27a(5) of the Austrian Income Tax Act). The acquisition costs must not include ancillary acquisition costs (Anschaffungsnebenkosten; sec. 27a(4)(2) of the Austrian Income Tax Act). Expenses with a direct economic nexus to income subject to a flat income tax rate pursuant to sec. 27a(1) of the Austrian Income Tax Act, such as bank charges and custody fees, must not be deducted (sec. 20(2) of the Austrian Income Tax Act); this also applies if the option for regular taxation is exercised. Sec. 27(8) of the Austrian Income Tax Act, inter alia, provides for the following restrictions on the offsetting of losses: negative income from realized increases in value and from derivatives may be neither offset against interest from bank accounts and other non-securitized claims vis-à-vis credit institutions (except for cash settlements and lending fees) nor against income from private foundations, employee participation foundations, foreign private law foundations and other comparable legal estates (Privatstiftungen, Belegschaftsbeteiligungsstiftungen, ausländische Stiftungen oder sonstige Vermögensmassen, die mit einer Privatstiftung vergleichbar sind); income subject to income tax at a flat rate pursuant to sec. 27a(1) of the Austrian Income Tax Act may not be offset against income subject to the progressive income tax rate; negative investment income not already offset against positive investment income may not be offset against other types of income; (the foregoing also applies if the option for regular taxation is exercised). The Austrian custodian agent has to effect the offsetting of losses by taking into account all of a taxpayer’s securities accounts with the custodian agent, in line with sec. 93(6) of the Austrian Income Tax Act, and to issue a written confirmation to the taxpayer to this effect.

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Individuals subject to unlimited income tax liability in Austria holding notes as business assets are subject to income tax on all resulting investment income pursuant to sec. 27(1) of the Austrian Income Tax Act. In case of investment income from notes with an Austrian nexus (see above), the income is subject to withholding tax at a flat rate of 27.5%. While withholding tax has the effect of final taxation for income from the letting of capital, income from realized increases in value and income from derivatives must be included in the investor’s income tax return (subject to income tax at the flat rate of 27.5%). In case of investment income from notes without an Austrian nexus, the income must always be included in the investor’s income tax return and is subject to income tax at the flat rate of 27.5%. In both cases, upon application, the option exists to tax all income subject to income tax at a flat rate pursuant to sec. 27a(1) of the Austrian Income Tax Act at the lower progressive income tax rate (option for regular taxation pursuant to sec. 27a(5) of the Austrian Income Tax Act). Expenses with a direct economic nexus to income subject to a flat income tax rate pursuant to sec. 27a(1) of the Austrian Income Tax Act, such as bank charges and custody fees, must not be deducted (sec. 20(2) of the Austrian Income Tax Act); this also applies if the option for regular taxation is exercised. Pursuant to sec. 6(2)(c) of the Austrian Income Tax Act, depreciations to the lower fair market value and losses from the sale, redemption and other realization of financial assets and derivatives in the sense of sec. 27(3) and (4) of the Austrian Income Tax Act, which are subject to income tax at the flat rate of 27.5%, are primarily to be offset against income from realized increases in value of such financial assets and derivatives and with appreciations in value of such assets within the same business unit (Wirtschaftsgüter desselben Betriebes); only 55% of the remaining negative difference may be offset against other types of income.

Resident corporate noteholders

Pursuant to sec. 7(2) of the Austrian Corporate Income Tax Act (Körperschaftsteuergesetz), corporations subject to unlimited corporate income tax liability in Austria are subject to corporate income tax on income in the sense of sec. 27(1) of the Austrian Income Tax Act from notes at a rate of 25%. In the case of income in the sense of sec. 27(1) of the Austrian Income Tax Act from notes with an Austrian nexus (see above), the income is subject to withholding tax at a flat rate of 27.5%. However, pursuant to sec. 93(1a) of the Austrian Income Tax Act, a 25% rate may be applied by the withholding agent, if the debtor of the withholding tax is a corporation. Such withholding tax can be credited against the corporate income tax liability. Under the conditions set forth in sec. 94(5) of the Austrian Income Tax Act (exemption declaration; Befreiungserklärung) withholding tax is not levied in the first place. Losses from the sale of notes can be offset against other business income.

Non-resident noteholders

Individuals and corporations subject to limited (corporate) income tax liability in Austria are taxable on investment income from notes if they have a permanent establishment (Betriebsstätte) in Austria and the notes as well as the income from the notes are attributable to such permanent establishment (cf. sec. 98(1)(3) of the Austrian Income Tax Act, sec. 21(1)(1) of the Austrian Corporate Income Tax Act). Individuals subject to limited income tax liability in Austria are also taxable on Austrian interest within the meaning of sec. 27(2)(2) of the Austrian Income Tax Act and Austrian accrued interest within the meaning of sec. 27(6)(5) of the Austrian Income Tax Act if withholding tax is levied on such (accrued) interest (cf. sec. 98(1)(5)(b) of the Austrian Income Tax Act); an exemption applies, inter alia, to (accrued) interest received by individuals resident in a state with which Austria maintains automatic exchange of information (residence in such state must be proven by presentation of a residence certificate). Austrian (accrued) interest within the present context is generally constituted if the debtor of the interest has a residence, place of effective management or seat in Austria or is an Austrian branch of a non-Austrian credit institution, or the securities are issued by an Austrian issuer. Under applicable double taxation treaties, full or partial relief from Austrian income tax may be available. However, Austrian credit institutions must not provide for such relief at source; instead, the investor may file a claim for repayment of tax with the competent Austrian tax office (electronic pre-notification requirements may apply).

Austrian inheritance and gift tax

Austria does not levy inheritance or gift tax.

Certain gratuitous transfers of assets to private law foundations and comparable legal estates (privatrechtliche Stiftungen und damit vergleichbare Vermögensmassen) are subject to foundation transfer tax (Stiftungseingangssteuer) pursuant to the Austrian Foundation Transfer Tax Act (Stiftungseingangssteuergesetz) if

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the transferor and/or the transferee at the time of transfer have a domicile, their habitual abode, their legal seat or their place of management in Austria. Certain exemptions apply in cases of transfers mortis causa of financial assets within the meaning of sec. 27(3) and (4) of the Austrian Income Tax Act (except for participations in corporations) if income from such financial assets is subject to income tax at a flat rate pursuant to sec. 27a(1) of the Austrian Income Tax Act. The tax base is the fair market value of the assets transferred minus any debts which are economically linked to the assets transferred, calculated at the time of transfer. The tax rate is generally 2.5%, with a higher rate of 25% in special cases. Special provisions apply to transfers of assets to entities falling within the scope of the tax treaty between Austria and Liechtenstein.

There is a special notification obligation for gifts of money, receivables, shares in corporations, participations in partnerships, businesses, movable tangible assets and intangibles if the donor and/or the donee have a domicile, their habitual abode, their legal seat or their place of management in Austria. Not all gifts are covered by the notification obligation: In case of gifts to certain related parties, a threshold of EUR 50,000 per year applies; in all other cases, a notification is obligatory if the value of gifts made exceeds an amount of EUR 15,000 during a period of five years. Gratuitous transfers to foundations falling under the Austrian Foundation Transfer Tax Act described above are exempt from the notification obligation. Intentional violation of the notification obligation may trigger fines of up to 10% of the fair market value of the assets transferred.

Further, gratuitous transfers of notes may trigger income tax at the level of the transferor pursuant to sec. 27(6) of the Austrian Income Tax Act (see above).

Brazilian Tax Considerations

The following discussion summarizes the principal Brazilian tax consequences of the transactions described in this prospectus to a holder not deemed to be domiciled in Brazil for Brazilian tax purposes, referred to herein as a “Non-Brazilian Holder.”

This discussion does not address all the Brazilian tax considerations that may be applicable to any particular Non-Brazilian Holder. This material does not purport to be a comprehensive description of all the tax considerations that may be relevant for analysis of particular cases. It is based on Brazilian tax legislation as in effect on the date of this filing, which is subject to change and to differing interpretations, and which may result in different tax consequences than those described below. Investors are advised to consult their own tax advisors with respect to the tax treatment applicable to their particular investment circumstances.

Payments in Respect of the New Securities, and Sale or Other Disposition of New Securities

Generally, an individual, entity, trust or organization that is domiciled for tax purposes outside Brazil (a “Non-Brazilian Holder”) is subject to income tax in Brazil only when income is derived from a Brazilian source or when the transaction giving rise to such earnings involves assets located in Brazil. Therefore, based on the fact that Suzano Austria is considered to be domiciled abroad for tax purposes, any interest, gains, fees, commissions, expenses and any other income paid by Suzano Austria in respect of the New Securities it issues to Non-Resident holders should not be subject to withholding or deduction in respect of Brazilian income tax or any other taxes, duties, assessments or governmental charges in Brazil, provided that such payments are made by Suzano Austria with funds held outside of Brazil.

Any capital gains generated outside Brazil as a result of a transaction between two Non-Resident holders with respect to assets not located in Brazil are generally not subject to tax in Brazil. If the assets are located in Brazil, then capital gains realized thereon are subject to income tax, according to Law No. 10,833, enacted on December 29, 2003. Since the New Securities will be issued by Suzano Austria, a legal entity incorporated outside of Brazil and registered abroad, the New Securities should not fall within the definition of assets located in Brazil for purposes of Law No. 10,833, gains realized on the sale or other disposition of the New Securities made outside Brazil by a Non-Resident holder to another.

Non-Resident should not be subject to Brazilian taxes since the assets are not located in Brazil. However, we cannot assure prospective investors how Brazilian tax authorities will interpret the legislation. In the event the tax authorities argue that Suzano issued the New Securities, instead of Suzano Austria, the income tax is deemed to be due, and the gains may be subject to income tax in Brazil at progressive rates ranging from 15.0% to 22.5% (15% for the part of the gain that does not exceed R$5.0 million, 17.5% for the part of the gain that exceeds R$5.0 million but does not exceed R$10.0 million, 20% for the part of the gain that exceeds R$10.0 million but does not exceed R$30.0 million and 22.5% for the part of the gain that exceeds R$30.0 million) or to a flat rate of 25%, in case the Non-Brazilian Holder is a resident of or domiciled in a No Taxation or Low Taxation Jurisdiction.

Payments Made by Suzano as Guarantor

In the event the issuer fails to timely pay any due amount, including any payment of principal, interest or any other amount that may be due and payable in respect of the New Securities, the guarantor will be required to assume the obligation to pay such due amounts. As there is no specific legal provision dealing with the imposition of withholding income tax on payments made by Brazilian sources to Non-Resident beneficiaries under guarantees and no uniform decision from the Brazilian courts, there is a risk that tax authorities will take the position that the funds remitted by the guarantor to the Non-Resident holders may be subject to the imposition of withholding income tax at a general 15% rate, or at a 25% rate, if the Non-Resident holder is located in a No Taxation or Low Taxation Jurisdiction.

Payments made under guarantee by Brazilian sources to Non-Resident beneficiaries should not be subject to the imposition of withholding income tax, to the extent that they should qualify as a credit transaction by the Brazilian party to the borrower. However, the imposition of withholding income tax under these circumstances has not been settled by the Brazilian courts. As result, the Brazilian tax authorities could argue that payments made under the guarantee structure should be subject to imposition of withholding income tax according to the nature of the guaranteed payment, in which case only interest and fees should be subject to taxation at a rate of

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15%, or 25%, in cases of beneficiaries located in a No Taxation or Low Taxation Jurisdiction, as defined by the Brazilian legislation.

We recommend that prospective investors consult their own tax advisors for more thorough analysis of whether they could face any possible tax consequences.

Discussion of No Taxation or Low Taxation Jurisdictions

On June 24, 2008, Law No. 11,727/2008 was enacted, defining the concept of a “privileged tax regime” in connection with transactions subject to transfer pricing and thin capitalization rules. Under this definition, privileged tax regimes are defined by a more rigorous standard than low-tax jurisdictions. A “privileged tax regime” is considered to be a jurisdiction which: (i) does not tax income or taxes income at a maximum rate lower than 20.0%; (ii) grants tax advantages to non-resident entities or individuals (a) without requiring substantial economic activity in the jurisdiction of such non-resident entity or individual or (b) to the extent such non-resident entity or individual does not conduct substantial economic activity in the jurisdiction of such non-resident entity or individual; (iii) does not tax income generated abroad, or imposes tax on income generated abroad at a maximum rate lower than 20.0% or (iv) restricts disclosure about ownership of assets, ownership rights or economic transactions.

On June 7, 2010, the Brazilian Tax Authorities enacted Normative Ruling No. 1,037, as amended, listing (i) the countries and jurisdictions considered to be No Taxation or Low Taxation Jurisdiction and (ii) the privileged tax regimes.

On November 28, 2014, the Ministry of Finance issued Ordinance No. 488 which reduced the rate threshold from 20% to 17% if the relevant jurisdiction has committed to adopt international standards on tax transparency.

Notwithstanding the fact that the “privileged tax regime” concept was enacted in connection with Brazilian transfer pricing and thin capitalization rules, there is no assurance that Brazilian tax authorities will not attempt to apply the concept of privileged tax regimes to other types of transactions, such as investments in the Brazilian financial and capital markets. Currently, the understanding of the Brazilian tax authorities is that the rate of 15% withholding of income tax applies to payments made to beneficiaries resident in Privileged Tax Regimes (Answer to Advance Tax Ruling Request COSIT n. 575, of December 20, 2017). In any case, if Brazilian tax authorities determine that payments made to a Non-Brazilian Holder under a Privileged Tax Regime are subject to the same rules applicable to payments made to a Non-Brazilian Holder located in a No Taxation or Low Taxation Jurisdiction, the withholding of tax applicable to such payments could be assessed at a rate of up to 25%.

We recommend that prospective investors consult their own tax advisors for more thorough analysis of whether they could face any possible tax consequences from Law No. 11,727/2008.

Other Tax Considerations

Pursuant to Decree No. 6,306/2007, dated December 14, 2007, as amended, or Decree No. 6,306/2007, the conversion of Brazilian currency into foreign currency and the conversion of foreign currency into Brazilian currency may be subject to the tax on foreign exchange transactions (the “IOF/Exchange Tax”). Currently, for most exchange transactions, the rate of IOF/Exchange Tax is 0.38%. However, the settlement of exchange transactions in connection with foreign financing or loans, for both inflow and outflow of proceeds into and from Brazil, are subject to IOF/Exchange Tax at a 0% rate. Currently, in the case of the settlement of foreign exchange transactions (including simultaneous foreign exchange transactions), in connection with the inflow of proceeds to Brazil deriving from foreign loans, including those obtained through the issuance of securities in the international market, with the minimum average term not exceeding 180 days, the IOF/Exchange Tax rate is 6% (this rate of 6% will be levied with penalties and interest in the case of financings or international bonds with a minimum average term longer than 180 days in which an early redemption occurs in the first 180 days).

The Brazilian federal government may increase the rate of the IOF/Exchange Tax to a maximum of 25.0% of the amount of the foreign exchange transaction at any time, but such an increase would not apply retroactively.

Brazilian law imposes a Tax on Loan Transactions (the “IOF/Credit Tax”). The Brazilian tax authorities could argue that IOF/Credit Tax due on loan transactions could be imposed upon any amount paid by Suzano as a guarantor in respect of the New Securities under the guarantee given at a rate of up to 1.88% of the total amount paid.

We recommend that prospective investors consult their own tax advisors for more thorough analysis of whether they could face any others possible tax consequences.

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Certain United States Federal Income Tax Considerations

The following is a summary of certain U.S. federal income tax considerations that may be relevant to U.S. holders and, to the extent provided below, non-U.S. holders (each as defined below) (together, “holders”) considering the exchange offers.  This summary is based on provisions of the Internal Revenue Code of 1986, as amended, applicable Treasury regulations, laws, rulings and decisions now in effect, all of which are subject to change, possibly with retroactive effect.  This summary deals only with beneficial owners of New Securities that will hold New Securities as capital assets, and does not address particular tax considerations that may be applicable to investors that are subject to special tax rules, such as banks, tax-exempt entities, insurance companies, regulated investment companies, dealers in securities or currencies, traders in securities electing to mark to market, persons that will hold New Securities as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction, nonresident alien individuals present in the United States for more than 182 days in a taxable year, entities or arrangements taxed as partnerships for U.S. federal income tax purposes or the partners therein, persons subject to the alternative minimum tax, or U.S. holders that have a “functional currency” other than the U.S. dollar.

This summary addresses only U.S. federal income tax consequences, and does not address consequences arising under state, local, foreign tax laws or the Medicare tax on net investment income.  Investors should consult their own tax advisors in determining the tax consequences to them of holding New Securities under such tax laws, as well as the application to their particular situation of the U.S. federal income tax considerations discussed below.

As used herein, a “U.S. holder” is a beneficial owner of a New Security that, for U.S. federal income tax purposes, is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income taxation on a net income basis in respect of the New Security.  A “non-U.S. holder” is a beneficial owner of a New Security that, for U.S. federal income tax purposes, is an individual, corporation, foreign estate, or foreign trust that is not a U.S. holder.

U.S. holders that use an accrual method of accounting for tax purposes (“accrual method holders”) generally are required to include certain amounts in income no later than the time such amounts are reflected on certain financial statements (the “book/tax conformity rule”).  The application of the book/tax conformity rule thus may require the accrual of income earlier than would be the case under the general tax rules described below, although it is not clear to what types of income the book/tax conformity rule applies.

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Accrual method holders should consult with their tax advisors regarding the potential applicability of the book/tax conformity rule to their particular situation.

Each holder should consult its own tax advisor regarding the tax consequences of the acquisition, ownership and disposition of the New Securities, including the relevance to your particular situation of the considerations discussed below, as well as the relevance to your particular situation of state, local or other tax laws.

Qualified Reopening

The February 2019 reopening of the Old 2029 Notes was a “qualified reopening” for U.S. federal income tax purposes.  Accordingly, for U.S. federal income tax purposes, notes issued in such reopening will be considered to have the same issue date and issue price as the Old 2029 Notes.

Exchange of Old Securities and New Securities

A U.S. holder will not realize any gain or loss upon the exchange of its Old Securities for New Securities. The U.S. holder’s tax basis and holding period in the New Securities will be the same as its tax basis and holding period in the Old Securities at the time of the exchange.

U.S. Holders

Payments of Interest and Additional Amounts.  Subject to the discussion of amortizable bond premium below, the gross amount of stated interest (other than pre-issuance accrued interest, if any) and Additional Amounts (i.e., without reduction for withholding tax at the appropriate withholding tax rate applicable to the U.S. holder) will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is actually or constructively received, in accordance with the holder’s method of accounting for U.S. federal income tax purposes.

Subject to generally applicable restrictions and conditions, withholding tax paid at the appropriate rate applicable to the U.S. holder will be treated as foreign income tax eligible (i) for credit against a U.S. holder’s U.S. federal income tax liability, or (ii) at the election of such U.S. holder, for deduction in computing such U.S. holder’s taxable income (provided that the U.S. holder elects to deduct, rather than credit, all foreign income taxes paid or accrued for the relevant taxable year).  Interest and Additional Amounts will constitute income from sources without the United States for foreign tax credit purposes.  Such income generally will constitute “passive category income” for U.S. foreign tax credit purposes. The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of such deduction, involves the application of rules that depend on a U.S. holder’s particular circumstances.  U.S. holders should consult their own tax advisors regarding the availability of foreign tax credits or deductions in their particular situations.

Amortizable Bond Premium.  A U.S. holder will be considered to have purchased an Old Security with bond premium if its purchase price for the Old Security (excluding the amount paid for pre-issuance accrued interest, if any) exceeds the stated principal amount and may generally elect to amortize the excess as an offset to interest income, using a constant yield method, over the remaining term of the New Security.  If the U.S. holder elects to amortize bond premium with respect to a New Security, the U.S. Holder must reduce its tax basis in the security by the amounts of the premium amortized in any year.  If the U.S. holder does not elect to amortize such premium, the amount of any premium will be included in the U.S. holder’s tax basis in the security when the security is disposed of.  An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by a U.S. holder, and such election may be revoked only with the consent of the Internal Revenue Service (the “IRS”).

Market Discount.  If a U.S. holder purchased an Old Security at a price that is lower than its remaining redemption amount by at least 0.25% of its remaining redemption amount multiplied by the number of remaining whole years to maturity, the New Security will be considered to have market discount.  In such case, gain realized by the U.S. holder on the disposition of the New Security generally will be treated as ordinary income to the extent of the market discount that accrued on both the Old Security and the New Security, treated as a single instrument, while held by the U.S. holder.  In addition, the U.S. holder could be required to defer the deduction of a portion of the interest paid on any indebtedness incurred or maintained to purchase or carry the security.  In general terms, market discount on a security will be treated as accruing ratably over the term of such security, or, at the U.S. holder’s election, under a constant-yield method.

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A U.S. holder may elect to include market discount in income on a current basis as it accrues (on either a ratable or constant-yield basis) in lieu of treating a portion of any gain realized on a disposition as ordinary income.  If the U.S. holder elects to include market discount on a current basis, the interest deduction deferral rule described above will not apply.  Any such election, if made, applies to all market discount bonds acquired by the U.S. holder on or after the first day of the taxable year to which such election applies and is revocable only with the consent of the IRS.

Sale, Exchange and Retirement of Notes.  Upon the sale, exchange or retirement of a New Security (including, under certain circumstances, the assumption of the Issuer’s obligations by a Successor Issuer, as described under “Description of the Notes—Substitution of the Issuer”), a U.S. holder generally will recognize gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (less any accrued interest, which will be taxable as such) and the U.S. holder’s tax basis in such New Security.  As discussed above, a U.S. holder’s tax basis in a New Security will equal the U.S. holder’s basis in the Old Security, which generally will equal such U.S. holder’s purchase price of the Old Security, reduced by any bond premium that the U.S. holder amortized and increased by any market discount that the U.S. holder previously included in income.  Except as described under “Market Discount” above, gain  or loss recognized by a U.S. holder on the disposition of a New Security generally will be long-term capital gain or loss if, at the time of the disposition, the New Security has been held for more than one year (taking into account the holding period for the Old Security, as discussed above).  The net amount of long-term capital gain recognized by an individual U.S. holder generally is subject to tax at a reduced rate.  The deduction of capital losses is subject to limitations.

Capital gain or loss recognized by a U.S. holder generally will be U.S.-source gain or loss.  Consequently, if any such gain is subject to withholding tax, a U.S. holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to applicable conditions and limitations) against tax due on other income treated as derived from foreign sources.  Alternatively, the U.S. holder may take a deduction for the foreign income tax if the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes paid during the taxable year.  U.S. holders should consult their own tax advisors as to the foreign tax credit implications of a disposition of the New Securities.

Specified Foreign Financial Assets.  Individual U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which may include New Securities issued in certificated form) that are not held in accounts maintained by financial institutions.  Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals.  Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria.  U.S. holders who fail to report the required information could be subject to substantial penalties.  In addition, the statute of limitations for assessment of tax would be suspended, in whole or part.   Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the New Securities , including the application of the rules to their particular circumstances.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments on the New Securities made to, and the proceeds of dispositions of New Securities effected by, certain U.S. holders.  In addition, certain U.S. holders may be subject to backup withholding in respect of such amounts if they do not provide their taxpayer identification numbers to the person from whom they receive payments.  Non-U.S. holders may be required to comply with applicable certification procedures to establish that they are not U.S. holders in order to avoid the application of such information reporting requirements and backup withholding.  The amount of any backup withholding from a payment to a holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.  Holders should consult their tax advisors about these rules and any other reporting obligations that may apply to the ownership or disposition of New Securities, including requirements related to the holding of certain specified foreign financial assets.

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PLAN OF DISTRIBUTION

Each broker-dealer participating in the exchange offers must deliver a prospectus meeting the requirements of the Securities Act and other applicable (European) prospectus legislation in connection with any resale of the New Securities received in exchange for Old Securities that were acquired as a result of market-making activities or other trading activities. By acknowledging this obligation and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of New Securities received in exchange for Old Securities where the broker-dealer acquired the Old Securities as a result of market-making activities or other trading activities. We have agreed to make this prospectus available to any broker-dealer for up to 180 days after the registration statement is declared effective (subject to extension under certain circumstances) for use in connection with any such resale.

Neither Suzano Austria nor Suzano will receive any proceeds from any sale of New Securities by broker-dealers. New Securities that broker-dealers receive for their own account pursuant to the exchange offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale. These transactions may be at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the exchange offers and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Securities and any commission or concessions that any such persons receive may be deemed to be underwriting compensation under the Securities Act. However, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incidental to the exchange offers, but we will not pay any broker-dealer commissions or concessions. We will indemnify the holders of the Old Securities, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

By accepting the exchange offers, each broker-dealer that receives New Securities in the exchange offers agrees that it will stop using the prospectus if it receives notice from us of any event which makes any statement in this prospectus false in any material respect or which requires any changes in this prospectus in order to make the statements true.

We are delivering copies of this prospectus in electronic form through the facilities of DTC.  By participating in the exchange offers, you will be consenting to electronic delivery of these documents.

The New Securities are new issues of securities with no established trading market.  Suzano Austria intends to apply to have the New Securities approved for listing on the NYSE.  We cannot assure you that the application will be accepted or that an active market for the New Securities will exist at any time and, if any such market develops, we cannot assure you as to the liquidity of such a market.

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ENFORCEMENT OF JUDGMENTS

Brazil

The Issuer is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria, and the Guarantor is a corporation (sociedade por ações) incorporated under the laws of Brazil. All, or substantially all, of our directors and officers and certain advisors named herein reside outside the United States. As a result, it may not be possible, or it may be difficult, for you to effect service of process upon us or these other persons within the United States, or to enforce judgments obtained in United States courts against us or them, including those predicated upon the civil liability provisions of the federal securities laws of the United States.

In the terms and conditions of the New Securities, we will (1) agree that the courts of the State of New York and the federal courts of the United States, in each case sitting in the Borough of Manhattan, the City of New York, will have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the New Securities and, for such purposes, irrevocably submit to the jurisdiction of such courts and (2) name an agent for service of process in the Borough of Manhattan, the City of New York.

We have been advised by our internal Brazilian general counsel that a judgment of a United States court for civil liabilities predicated upon the federal securities laws of the United States may be enforced in Brazil, subject to certain requirements described below. Such counsel has advised us that a judgment obtained outside Brazil against us, the Issuer or the persons described above would be enforceable in Brazil without retrial or re-examination of the merits of the original action including, without limitation, any final judgment for payment of a sum certain of money rendered by any such court, provided that such judgment has been previously recognized by the Superior Court of Justice of Brazil (Superior Tribunal de Justiça), or “STJ”. In order to be recognized by the STJ, a foreign judgment must meet the following conditions:

·it must comply with all formalities necessary for its enforcement under the laws of the jurisdiction where it was rendered;

·it must have been issued by a competent court after proper service of process on the parties, which service must be in accordance with Brazilian law if made in Brazil, or after sufficient evidence of the parties’ absence (revelia) has been given, in accordance with applicable law;

·it must be final and therefore not be subject to appeal;

·it must be effective under the laws of the country where the foreign judgment is granted;

·it must not be contrary to Brazilian national sovereignty, or public policy or good morals or violate human dignity;

·it must not violate a final and unappealable decision issued by a Brazilian court;

·it must not violate the exclusive jurisdiction of the Brazilian courts; and

·it must be (i) duly authenticated by a Brazilian consulate in the United States or (ii) if the place of signing is a contracting state to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated October 5, 1961, apostilled, and, in either case, must be accompanied by a sworn translation into Portuguese, unless an exemption is provided by an international treaty to which Brazil is a signatory.

The recognition process may be time-consuming and may also give rise to difficulties in enforcing the foreign judgment in Brazil. Accordingly, we cannot assure you that recognition would be obtained, that the recognition process would be conducted in a timely manner or that a Brazilian court would enforce a monetary judgment, including for violation of the securities laws of countries other than Brazil, including the federal securities laws of the United States.

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We have also been advised that:

·original actions may be brought in connection with this prospectus predicated solely on the federal securities laws of the United States in Brazilian courts and that, subject to applicable law, Brazilian courts may enforce such liabilities in such actions against Suzano or its directors and officers thereof and certain advisors named herein, provided that provisions of the federal securities laws of the United States do not contravene Brazilian public policy, national sovereignty or equitable principles and provided further that Brazilian courts can assert jurisdiction over such actions (although pursuant to our bylaws disputes between us and our shareholders are required to be resolved through arbitration, this mandatory arbitration requirement does not apply to actions against us, whether by holders of our shares or of our ADSs, that are not predicated on Brazilian laws); and

·the ability of a creditor to satisfy a judgment by attaching certain assets of Suzano or its directors and officers and certain advisors named herein is limited by provisions of Brazilian law, given that assets are located in Brazil.

A plaintiff (whether Brazilian or non-Brazilian) who resides outside Brazil or is outside Brazil during the course of the litigation in Brazil and who does not own real estate property in Brazil must provide a bond to guarantee the payment of the defendant’s legal fees and court expenses in connection with court procedures for the collection of payments under the New Securities and the New Securities Guarantees. The bond must have a value sufficient to satisfy the payment of court fees and defendant’s attorney fees, as determined by a Brazilian judge. This requirement does not apply (1) when an exemption is provided by an international agreement or treaty that Brazil is a signatory; (2) in the case of claims for collection on a título executivo extrajudicial (an instrument which may be enforced in Brazilian courts without a review on the merits, which is not the case of the New Securities or the New Securities Guarantees), in the case of enforcement of foreign judgments that have been duly recognized by the STJ; or (3) counterclaims as established, according to Article 83 of the Brazilian Code of Civil Procedure (Código de Processo Civil). Notwithstanding the foregoing, we cannot assure you that recognition of any judgment will be obtained, that the process described above can be conducted in a timely manner, or that Brazilian courts will enforce a judgment for violation of the federal securities laws of the United States with respect to the New Securities.

In addition, if proceedings were brought in the courts of Brazil seeking to enforce the obligations of the Guarantor under the New Securities, it would not be required to discharge its obligations in a currency other than reais. Under Brazilian exchange control limitations, an obligation to pay amounts denominated in a currency other than Brazilian currency, which is payable in Brazil, may only be satisfied in Brazilian currency at the exchange rate prevailing on the market on the date of payment, as published by the Brazilian Central Bank (Banco Central do Brasil), or Central Bank. Accordingly, if the Guarantor were to be declared bankrupt, all of its credits denominated in foreign currencies would be converted into reais at the prevailing rate on the date of the declaration. We cannot assure that such rate of exchange will afford full compensation of the amount invested in the New Securities plus any accrued interest.

Austria

The United States and Austria do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for payment of money rendered by the courts of the State of New York and the federal courts of the United States, in each case sitting in the Borough of Manhattan, the City of New York, based on civil liability, whether or not predicated solely upon U.S. federal securities laws, or any other court in the United States may not be enforceable, either in whole or in part, in Austria.

However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in Austria, such party may submit to the Austrian court the final judgment rendered in the United States. Under such circumstances, a judgment by a federal or state court of the United States against the Issuer or its managing directors will be regarded by an Austrian court only as evidence of the outcome of the dispute to which such judgment relates, and an Austrian court may choose to re-hear the dispute. In addition, awards of punitive damages in actions brought in the United States or elsewhere are unenforceable in Austria.

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LIMITATIONS BY AUSTRIAN CAPITAL MAINTENANCE RULES AND CERTAIN AUSTRIAN INSOLVENCY LAW CONSIDERATIONS

Austrian Capital Maintenance Rules

The issue and sale of the New Securities may be subject to Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) pursuant to Austrian corporate law, in particular Section 82 of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung), or “GmbHG”, as the Issuer used the net proceeds from the sale of the 2029 Old Notes Securities by the Issuer for general corporate purposes, including to finance the merger of Fibria into Suzano and pay related fees and expenses, and from the sale of the 2030 Old Notes for the repayment of the Issuer’s and Suzano’s indebtedness. Such Old Securities are offered to be exchanged into the New Securities in a way that the Issuer’s obligations under the Old Securities will be replaced by obligations under the New Securities. The Old Securities surrendered and exchanged for New Securities will be retired and canceled. The terms of the New Securities to be issued are identical to the Old Securities issued by Suzano Austria, except for terms with respect to additional interest payments, registration rights and legends reflecting transfer restrictions. The Issuer will not receive any proceeds from the exchange offers.

The GmbHG prohibits an Austrian limited liability company from returning equity to its shareholders (Verbot der Einlagenrückgewähr) in circumstances other than as a distribution of balance sheet profits (if, to the extent and as long as available for distribution under Austrian law), by a reduction of share capital or as liquidation surplus on liquidation of that corporation. The provisions on the prohibition to repay capital also cover benefits granted by an Austrian limited liability company to its direct or indirect shareholders or other members of the group of companies (side-stream or up-stream) where no “adequate consideration” is received in return or no special corporate benefit of the company from such transaction exists. An adequate consideration must, as a minimum standard, not be less than a comparable consideration, which would have been received by an unrelated third party granting such benefit. Any agreement between an Austrian limited liability company and its shareholder and/or any third party granting an advantage to the shareholder which would not, or not in the same way, have been granted for the benefit of an unrelated third party or which does not provide for a special corporate benefit of the company is void and may not be entered into by such company.

Austrian courts have broadly interpreted the mandatory principle of Austrian law prohibiting the return of equity from a limited liability company to its shareholder. The prohibition also encompasses cases where a limited liability company incurs indebtedness for the benefit of its direct or indirect shareholder (or for the benefit of another member of the group controlled by its direct or indirect shareholder) without an adequate consideration or a special corporate benefit for the company and in cases where doubts exist towards the reliability and solvency of the borrower (i.e. the shareholder) which could give reason to believe that potential recourse claims against the shareholder might fail.

Accordingly, net proceeds from the issue and sale of the 2029 Old Notes used for general corporate purposes, including to finance the merger of Fibria into Suzano and pay related fees and expenses, and from the sale of the 2030 Old Notes used for the repayment of indebtedness of entities other than the Issuer have to be assessed on the basis of such limitations imposed by Austrian law, even if they are exchanged into New Securities.

Although third parties are not normally addressees of the prohibition to return equity, any transaction contravening Austrian capital maintenance rules would nevertheless be regarded void vis-à-vis the third party if such third party knew or should have known that such transaction was processed in violation of the grantor’s capital maintenance obligations. Details of the principle of forbidden return of equity to the shareholder are, however, highly controversial. Moreover, Austrian capital maintenance rules are subject to ongoing court decisions, which are generally made on a case-by-case basis in light of the specific facts of the relevant case, and it cannot be ruled out that future court rulings may not further limit the access of creditors and/or shareholders to assets of subsidiaries constituted in the form of a corporation.

Austrian Insolvency Law

The Issuer is incorporated under the laws of Austria; thus, a rebuttable presumption exists that such entity also has its respective “center of main interests” in Austria. In the event of an insolvency of a company having its

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“center of main interests” in Austria, insolvency proceedings may be initiated in Austria. Such proceedings will be governed by Austrian law (for example, if the “center of main interests” of such company is within Austria or if such company has an “establishment” in the territory of Austria or, where the E.U. Insolvency Regulation (Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings) does not apply, if such company has assets in Austria). Under certain circumstances, insolvency proceedings may also be opened in Austria in accordance with Austrian law with respect to the assets of companies that are not organized under Austrian law.

The following is a brief description of certain aspects of Austrian insolvency law. The law relating to insolvency is regulated by the Austrian Insolvency Act (Insolvenzordnung) (the “AIA”).

Insolvency proceedings (Insolvenzverfahren) are opened by a court in the event that the debtor is insolvent (zahlungsunfähig) (i.e., unable to pay its debts as and when they fall due) or over-indebted within the meaning of the AIA (überschuldet) (i.e., its liabilities exceed the value of its assets in combination with a negative prognosis on its ability to continue as a going concern (negative Fortbestehensprognose)). Under Austrian law, insolvency proceedings may be initiated either by the (insolvent) company or a creditor by filing an application to that effect with a court of competent jurisdiction. If insolvency proceedings are initiated upon a creditor’s request, such creditor will have to show that the debtor is insolvent or over-indebted. In the event that the debtor is at imminent risk of being unable to pay its debts as and when they fall due (drohende Zahlungsunfähigkeit), insolvency proceedings may be initiated only upon the debtor’s request.

If the debtor has submitted, together with its application requesting the opening of insolvency proceedings, an application for the commencement of restructuring proceedings (Sanierungsverfahren), the court may order the opening of either (i) insolvency proceedings or (ii) restructuring proceedings. The legal provisions regulating restructuring proceedings do not apply to insolvency proceedings.

If it is the debtor that has applied for the initiation of insolvency proceedings and has submitted to the court a restructuring plan (Sanierungsplan) that offers a recovery rate of at least 20% payable to the unsecured creditors over a maximum period of two years, any proceedings so initiated by the court will be in the form of restructuring proceedings. A debtor may also submit a restructuring plan in the course of insolvency proceedings that are already in progress whereupon such proceedings will continue as restructuring proceedings. For the debtor’s restructuring plan to be approved by the court it must meet certain criteria specified by law.

The purpose of a restructuring plan is to enable a debtor to be released from a portion of its debts (not to exceed 80% of the aggregate amount thereof) and to continue its business operations. A restructuring plan has to be approved by a “qualified majority” of the debtor’s unsecured creditors. A “qualified majority” refers to a majority of the debtor’s unsecured creditors present at the respective court hearing, provided that such majority represents more than 50% of the aggregate amount of all claims of the unsecured creditors being present at such hearing. Once the debtor has complied with the terms of a restructuring plan that was duly approved by the creditors and confirmed by the court, it will be released from its remaining outstanding unsecured debts. Unsecured creditors whose claims under the restructuring plan have not been satisfied in accordance with the plan’s terms may enforce their individual claims against the debtor, in which case the restructuring proceedings will be continued as insolvency proceedings.

If the restructuring proceedings have been initiated and the debtor has submitted a restructuring plan that offers a recovery rate of at least 30% to the unsecured creditors over a maximum two-year period after the approval of such restructuring plan, the debtor qualifies for self-administration (Sanierungsverfahren mit Eigenverwaltung).

Unless the debtor qualifies for self-administration, it is not allowed as of the date of the opening of the insolvency or the restructuring proceedings, as the case may be, to dispose of the assets belonging to the insolvency estate (Insolvenzmasse). The opening of insolvency proceedings takes effect on the day following the publication of the court’s order opening such proceedings in the official online database of Austrian insolvencies (www.edikte.justiz.gv.at). After the opening of insolvency proceedings, transactions of the debtor with respect to assets belonging to the insolvency estate have no effect against the creditors of the insolvency estate.

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Upon its decision to open the insolvency proceedings, the court will appoint an insolvency administrator (Insolvenzverwalter) and may, depending on the nature and the size of the debtor’s business (either ex officio or upon the request of the creditors’ meeting (Gläubigerversammlung)), appoint a creditors’ committee (Gläubigerausschuss) charged with monitoring and assisting the insolvency administrator in the discharge of its duties. After the opening of insolvency proceedings (and unless the debtor qualifies for self-administration), only the insolvency administrator is entitled to act on behalf of the insolvency estate.

Under Austrian law, an insolvency administrator’s role is to continue the debtor’s business with a view to enabling a potential reorganization of such business either by implementing the debtor’s restructuring plan or by a sale of the debtor’s assets. If neither a restructuring plan nor a sale of the debtor’s business is possible, the insolvency administrator will discontinue the debtor’s business operations. As a result of the ensuing insolvency proceedings, the debtor’s assets will be liquidated and the proceeds realized thereby will be distributed to the debtor’s creditors, with the debtor remaining liable for any portion of its debts not satisfied by such proceeds.

If the debtor qualifies for self-administration, the court will proceed with the appointment of a restructuring administrator (Sanierungsverwalter) to monitor the activities of the debtor. In such case, certain transactions are either subject to the restructuring administrator’s approval or may be performed only by the restructuring administrator.

Creditors (Insolvenzgläubiger) wishing to assert their claims against the debtor must participate in the insolvency proceedings and file their claim with the competent court within the time period set out in the court order opening the insolvency proceedings. At the respective examination hearing (Prüfungstagsatzung), the insolvency administrator has to declare whether it acknowledges or contests each of the claims filed with the court. If the insolvency administrator acknowledges a creditor’s claim, such creditor will be entitled to participate in the insolvency proceedings and the pro rata distribution to unsecured creditors that will follow. If a creditor’s claim is contested by the insolvency administrator, the creditor will have to seek enforcement of its claim in civil proceedings and only then participate in the insolvency proceedings.

Claims of unsecured creditors which were created before the opening of the insolvency proceedings rank pari passu among themselves. Certain claims which lawfully arose against the insolvency estate after the opening of the insolvency proceedings (privileged claims (Masseforderungen)) enjoy priority in insolvency proceedings. This includes all taxes, fees, tariffs, social security contributions and any other public assessment concerning the insolvency estate if and to the extent that the facts and circumstances triggering any such obligation are established during the insolvency proceeding.

Claims which are secured by collateral, such as a mortgage, a pledge over bank accounts or shares, an assignment of receivables for security purposes or a security transfer of moveable assets (preferential claims (Absonderungsrechte)), are entitled to preferential payment in the distribution of the proceeds resulting from the realization of the charged asset. Creditors who have a right to preferential treatment may participate in the pro rata distribution to the unsecured creditors only to the extent that the proceeds from the realization of the assets charged to them did not cover their claims or if they have waived their right to preferential treatment. Secured creditors do not have a voting right with respect to the approval of the restructuring plan to the extent their claim is covered by security. Claims relating to the payment of taxes, social security contributions and employee compensation are not, as such, privileged or preferential claims under Austrian law.

The costs of the insolvency proceedings and certain liabilities accrued during such proceedings constitute privileged claims (Masseforderungen) and rank senior to all other insolvency claims (Insolvenzforderungen). Claims of creditors with a right of segregation of assets (Aussonderungsberechtigte), such as creditors with a retention of title or trustees, remain unaffected by the opening of insolvency proceedings.

Once insolvency proceedings have been opened it is no longer possible to obtain an execution lien with respect to assets belonging to the insolvency estate. All execution proceedings against the debtor are subject to an automatic stay during the duration of the insolvency proceeding (Vollstreckungssperre). Execution liens obtained within the last 60 days prior to the opening of insolvency proceedings expire upon the opening of such insolvency proceedings.

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An Austrian court may appoint a trustee (Kurator) for the New Securities to exercise the rights and represent the interests of holders of the New Securities on their behalf in which case the ability of holders of the New Securities to pursue their rights under the New Securities individually may be significantly limited.  Pursuant to the Austrian New Securities Trustee Act (Kuratorengesetz), a trustee may be appointed upon the request of any interested party (e.g. a holder of the New Securities) or upon the initiative of the competent court, for the purposes of representing the common interests of the holders in matters concerning their collective rights.  In particular, this may occur if insolvency proceedings are initiated against the Issuer, in connection with any amendments to the terms and conditions of the New Securities or changes relating to the Issuer, or under other similar circumstances, including also restructuring scenarios.  If a trustee is appointed, the trustee will exercise the collective rights and represent the interests of all of the holders of the New Securities and will be entitled to make statements on their behalf which shall be binding on all holders.  Where a trustee represents the interests and exercises the rights of holders, this may conflict with or otherwise adversely affect the interests of individual or all holders. Investors should note that a trustee will not be subject to any instructions given by single holders of New Securities or the holders’ meeting and that the trustee is obliged to act in the best interest of all holders, not taking into account particular interests of certain holders or groups of holders.

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VALIDITY OF SECURITIES

Weber Rechtsanwälte GmbH & Co KG, special Austrian counsel for Suzano Austria, will pass upon the validity of the New Securities and the Indentures for Suzano Austria as to certain matters of Austrian law.  Mr. Pablo Machado, Suzano’s general counsel, will pass upon, for Suzano Austria and Suzano, certain matters of Brazilian law relating to the New Securities, the Indentures and the Guarantees. The validity of the New Securities, the Indentures and the Guarantees will be passed upon for Suzano Austria and Suzano by Cleary Gottlieb Steen & Hamilton LLP as to certain matters of New York law.

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EXPERTS

The consolidated financial statements of Suzano S.A. as of December 31, 2018 and 2017 and for each of the two years in the period ended December 31, 2018, incorporated herein by reference to Suzano’s 2018 Form 20-F for the year ended December 31, 2018 have been so incorporated in reliance on the report of PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Suzano S.A. for the year ended December 31, 2016 have been incorporated by reference herein in reliance upon the report of KPMG Auditores Independentes, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Fibria S.A. as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) as of December 31, 2018 of Fibria, incorporated herein by reference to the Fibria’s submission on Form 6-K furnished to the SEC on February 22, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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ISSUER

Suzano Austria GmbH

Fleischmarkt 1

1010 Vienna

Austria

GUARANTOR

Suzano S.A.

Avenida Brigadeiro Faria Lima, 1355, 8º andar

São Paulo, SP 01452-919

Brazil

INDENTURE TRUSTEE, REGISTRAR, PRINCIPAL PAYING AND TRANSFER AGENT

Deutsche Bank Trust Company Americas

60 Wall Street - 24th floor

Mailstop NYC60-2407

New York NY 10005

EXCHANGE AGENT
Deutsche Bank Trust Company Americas

60 Wall Street - 24th floor

Mailstop NYC60-2407

New York NY 10005

LEGAL ADVISORS

To the Issuer and Guarantor as to

U.S. Federal and New York Law:	Austrian Law:
Cleary Gottlieb Steen & Hamilton LLP	Weber Rechtsanwälte GmbH & Co KG
One Liberty Plaza	Rathausplatz 4
New York, New York 10006	1010 Vienna
United States of America	Austria

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.Indemnification of Directors and Officers

Neither the laws of Brazil nor the bylaws of Suzano provide for indemnification of any controlling persons, directors or officers of Suzano. However, Suzano’s directors and officers benefit from insurance against civil liabilities, including civil liabilities in connection with the registration, offering and sale of the New Securities.

Neither Suzano Austria’s articles of association nor the laws of Austria provide for indemnification of directors or officers.

Item 21.Exhibits and Financial Statement Schedules

(a) Exhibits

3.1	Amended Bylaws of Suzano S.A., dated as of April 1, 2019.
4.1	Registration Rights Agreement, dated as of September 20, 2018, among Suzano Austria GmbH, Suzano S.A. (formerly Suzano Papel e Celulose S.A.), BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Rabo Securities USA, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
4.2	Registration Rights Agreement, dated as of May 29, 2019, among Suzano Austria GmbH, Suzano S.A., BNP Paribas Securities Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Rabo Securities USA, Inc. and Scotia Capital (USA) Inc.
4.3	Indenture, dated September 20, 2018, among Suzano Austria GmbH, Suzano S.A. and Deutsche Bank Trust Company Americas, as trustee, relating to the 6.000% Senior Notes due 2029 (including Form of 6.000% Senior Notes due 2029 (2029 Old Notes) attached as an exhibit thereto).
4.4	Supplemental Indenture, dated as of February 5, 2019, among Suzano Austria GmbH, Suzano S.A. and Deutsche Bank Trust Company Americas, as trustee, relating to the 6.000% Senior Notes due 2029.
4.5	Indenture, dated May 29, 2019, among Suzano Austria GmbH, Suzano S.A. and Deutsche Bank Trust Company Americas, as trustee, relating to the 5.000% Senior Notes due 2030 (including Form of 5.000% Senior Notes due 2030 (2030 Old Notes) attached as an exhibit thereto).
4.6	Form of Second Supplemental Indenture for 6.000% Senior Notes due 2029 (including Form of 6.000% Senior Notes due 2029 (2029 New Notes) attached as an exhibit thereto).
4.7	Form of Supplemental Indenture for 5.000% Senior Notes due 2030 (including Form of 6.000% Senior Notes due 2029 (2029 New Notes) attached as an exhibit thereto).
5.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP, special New York counsel to Suzano Austria GmbH and Suzano S.A.
5.2	Opinion of Mr. Pablo Machado, General Counsel of Suzano S.A.
5.3	Opinion of Weber Rechtsanwälte GmbH & Co KG, special Austrian counsel to Suzano Austria GmbH.
21.1	List of Subsidiaries of Suzano S.A.
23.1	Consent of KPMG Auditores Independentes.
23.2	Consent of Pricewaterhousecoopers Auditores Independentes.
23.3	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
23.4	Consent of Mr. Pablo Machado, Suzano S.A.’s general counsel (included in Exhibit 5.2).
23.5	Consent of Weber Rechtsanwälte GmbH & Co KG (included as Exhibit 5.3).
24.1	Powers of Attorney (included in the signature pages of this registration statement).
25.1	Statement of Eligibility of Trustee on Form T-1.
99.1	Form of Letter to Brokers.
99.2	Form of Letter to Clients.

(b) Financial Statement Schedules

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All schedules have been omitted because they are not required or are not applicable, or the information is included in the financial statements or notes thereto.

(c) Not applicable.

Item 22.Undertakings

(a) The undersigned registrants hereby undertake:

1.To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii)To reflect in the prospectus any facts arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information set forth in the registration statement.

provided, however, that the undertakings set forth in paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by Suzano pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

2.That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4.In the case of Suzano, to file a post-effective amendment to this registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished; provided that Suzano includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by Suzano pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

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5.That, for the purpose of determining liability under the Securities Act to any purchaser

(i)Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

6.That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

7.That, for purposes of determining any liability under the Securities Act, each filing of Suzano’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

8.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or

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paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

9.(i) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request.

10.To supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES OF SUZANO S.A.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, Brazil, on June 24, 2019.

SUZANO S.A.
By:	/s/ Walter Schalka
	Name: Walter Schalka
	Title: Chief Executive Officer
By:	/s/ Marcelo Feriozzi Bacci
	Name: Marcelo Feriozzi Bacci
	Title: Chief Financial and Investor Relations Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Walter Schalka, Marcelo Feriozzi Bacci and Pablo F. Gimenez Machado, jointly and severally (with full power to each of them to act alone) his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form F-4, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated in respect of Suzano S.A. on June 24, 2019.

Signature	Title	Date
/s/ Walter Schalka	Chief Executive Officer	June 24, 2019
Walter Schalka
/s/ Marcelo Feriozzi Bacci	Chief Financial and Investor Relations Officer	June 24, 2019
Marcelo Feriozzi Bacci
/s/ Arvelino Cassaro	Principal accounting officer	June 24, 2019
Arvelino Cassaro
/s/ David Feffer	President of Board of Directors	June 24, 2019
David Feffer
/s/ Claudio Thomaz Lobo Sonder	Vice-President of Board of Directors	June 24, 2019
Claudio Thomaz Lobo Sonder
/s/ David Feffer	Vice-President of Board of Directors	June 24, 2019
Daniel Feffer
/s/ Jorge Feffer	Member of Board of Directors	June 24, 2019
Jorge Feffer
/s/ Ana Paula Pessoa	Member of Board of Directors	June 24, 2019
Ana Paula Pessoa

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF SUZANO S.A.

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Suzano S.A., has signed this registration statement or amendment thereto, as the case may be, in São Paulo, Brazil., on June 24, 2019.

Signature		Title
Suzano Pulp and Paper America, Inc.		Authorized Representative in the United States
By:	/s/ Walter Schalka
Name:	Walter Schalka
Title:	Director
By:	/s/ Marcelo Feriozzi Bacci
Name:	Marcelo Feriozzi Bacci
Title:	Director

SIGNATURE PAGE OF SUZANO AUSTRIA GMBH

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, Brazil, on June 24, 2019.

SUZANO AUSTRIA GMBH
By:	/s/ Marcelo Feriozzi Bacci
Name:  Marcelo Feriozzi Bacci
Title: Managing Director
By:	/s/ Carlos Aníbal de Almeida Junior
Name: Carlos Aníbal de Almeida Junior
Title: Managing Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Walter Schalka, Marcelo Feriozzi Bacci and Pablo F. Gimenez Machado his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, acting individually, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-4, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the indicated capacities as indicated below on June 24, 2019, in respect of Suzano Austria GmbH.

Signature		Title
/s/ Marcelo Feriozzi Bacci
Marcelo Feriozzi Bacci		Managing Director
/s/ Carlos Anibal de Almeida Junior
Carlos Aníbal de Almeida Junior		Managing Director
Suzano Pulp and Paper America, Inc.		Authorized Representative in the United States
By:	/s/ Walter Schalka
Name:	Walter Schalka
Title:	Director
By:	/s/ Marcelo Feriozzi Bacci
Name:	Marcelo Feriozzi Bacci
Title:	Director

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF SUZANO AUSTRIA GMBH

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative of Suzano Austria GmbH, has signed this registration statement in the City of São Paulo, Brazil, on June 24, 2019.

Signature		Title
Suzano Pulp and Paper America, Inc.		Authorized Representative in the United States
By:	/s/ Walter Schalka
Name:	Walter Schalka
Title:	Director
By:	/s/ Marcelo Feriozzi Bacci
Name:	Marcelo Feriozzi Bacci
Title:	Director

EX-3.1

Exhibit 3.1

BYLAWS

SUZANO S.A.

Publicly Held Company of Authorized Capital
CNPJ/MF n° 16.404.287/0001-55

NIRE n° 29.300.016.331

CHAPTER I
NAME, HEAD OFFICE,

DURATION AND PURPOSE

Clause 1 — SUZANO S.A. (“Company”) is a Brazilian publicly held company with authorized capital, governed by these Bylaws and by the applicable legislation, operating in an ethically responsible manner and with respect for human rights.

Sole Paragraph — With the admission of the Company in the special listing segment of the Novo Mercado of B3 S.A. — Brasil Bolsa, Balcão (“B3”), the Company, its shareholders, managers and audit board members are subject to the Novo Mercado Listing Regulations of the B3 (“Novo Mercado Rules”).

Clause 2 — The Company has its head office in the city, municipality and district of Salvador, State of Bahia, which is its legal jurisdiction.

Clause 3 — The Company shall have indeterminate duration.

Clause 4 — The objects of the Company are:

(a)manufacture, trade, import and export of pulp, paper and other products originated from the transformation of forest materials, including their recycling, as well as wood and products related to the printing industry;

(b)formation and commercial operation of homogenous forests, company-owned or owned by third parties, directly or through contracts with companies specializing in forest cultivation and management;

(c)provision of services, and import, export and commercial operation of assets related to the Company’s purposes;

(d)transportation, by itself or by third parties;

(e)holding interest as a partner or shareholder in any other company or project;

(f)operation of port terminals;

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(g)generation and sale of electricity;

(h)rendering of waterborne transport services by means of cabotage and inland navigation, as well as auxiliary activities such as maritime operations and signaling;

(i)rendering of port operator services for the movement and storage of goods, for or deriving of waterborne transport, within the organized port area; and

(j)operation of airports and landing fields.

CHAPTER II
CAPITAL STOCK AND SHARES

Clause 5 — The capital stock of the Company, fully subscribed is of nine billion, two hundred and sixty-nine million, two hundred and eighty one thousand, four hundred and twenty four reais and sixty three cents (R$9,269,281,424.63), divided into one billion, three hundred and sixty one million, two hundred and sixty-three thousand, five  hundred and eighty-four (1,361,263,584) common shares, all nominative and book- entry type, with no par value.

§ One — The registered capital may be increased without any change in the Bylaws, by decision of the Board of Directors, up to the limit of seven hundred and eighty million, one hundred and nineteen, seven hundred and twelve (780,119,712) ordinary shares, all exclusively book-entry type.

§ Two — The Company may not issue preferred shares.

§ Three — In the event of an increase in capital, pursuant to the terms of the law, the shareholders shall have the preemptive right in subscription of the shares to be issued, in proportion to the number of shares that they hold.

§ Four — The Board of Directors may exclude the right of first refusal for existing shareholders in any issue of shares, debentures convertible into shares or warrants the placement of which is made through (i) sale on securities exchanges or by public subscription or (ii) exchange of shares, in a public offering for acquisition of control, in accordance with the legislation.

§ Five — In the event of capital increase by incorporation of reserves or of funds of any kind, the new shares, if issued, shall maintain the same proportions in relation to quantity of shares as those existing at the moment prior to the increase, and the rights attributed to the shares issued by the Company must be fully obeyed.

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Clause 6 — Any shareholder who for any reason does not within the specified period pay in any call for capital to subscribe shares of the Company shall, for the full purposes of law, be regarded as in arrears and subject to payment of the amount subscribed with monetary adjustment, in accordance with the law, by the Market General Price Index (IGP-M, published by the FGV), plus interest of twelve percent (12%) per year and a penalty payment of ten percent (10%) on the amount of the outstanding balance of the call.

CHAPTER III

THE SHAREHOLDERS MEETING

Clause 7 — The Shareholders Meeting shall be convened, ordinarily, in one of the four (4) months following the ending of the business year and, extraordinarily, at any time when called by the Chairman of the Board of Directors, by a Vice-Chairman of the Board of Directors, or in any of the cases provided for by law.

Sole Paragraph — The Shareholders Meeting which has as a matter of its agenda the resolution over (i) the cancellation of the company’s registry as a publicly held company, (ii) the withdraw of the Company from the Novo Mercado or (iii) the change or the exclusion of Clause 30 below, shall be called, with at least, sixty (60) days in advance.

Clause 8 — The Shareholders Meeting shall be declared to be in session by the Chairman of the Board of Directors, or by any of the Vice-Chairmen of the Board of Directors, by the Chief Executive Officer, or by the Investor Relations Officer and the shareholders shall then immediately elect the Chairman of the Meeting, who shall request one of those present to be secretary of the Meeting. The Shareholders Meeting may also be declared to be in session by an attorney-in-fact, appointed for that specific purpose by the Chairman of the Board of Directors or by the Chief Executive Officer.

CHAPTER IV
THE MANAGEMENT

Clause 9 — The following are the Company’s management bodies: (a) the Board of Directors; and (b) the Statutory Executive Board of Officers.

Clause 10 — The Board of Directors is a committee decision body, and representation of the Company is a private right of the Statutory Chief Executive Officers and Statutory Executive Officers.

§ One — The term of office of the members of the Board of Directors is two (2) years, and that of the Statutory Executive Board of Officers is one (1) year, but both shall be

3

extended until the new members appointed are sworn in. Board members will serve a unified term and re-election is allowed.

§ Two — The investiture of the members of the Board of Directors and of the Statutory Executive Board of Officers is conditional on the prior execution of the Managers’ Term of Investiture in accordance with the Novo Mercado Rules, as well as their compliance with the applicable legal requirements.

§ Three — The positions of Chairman of the Board of Directors and Chief Executive Officer or key executive of the Company cannot be held by the same person.

Clause 11 — The Annual Shareholders Meeting shall, annually, determine the global compensation amount of the members of the Board of Directors and Statutory  Executive Board of Officers, it being for the Board of Directors to decide on the form of distribution of the amount fixed, between its members and those of the Statutory Executive Board of Officers.

SECTION I

THE BOARD OF DIRECTORS

Clause 12 — The Board of Directors shall be made up of between five (5) and ten (10) members, resident in or outside Brazil, elected and dismissed by the Shareholders Meeting, who shall appoint a Chairman and up to two (2) Vice-Chairmen from among them.

§ One — Out of the members of the Board of Directors, at least twenty percent (20%) shall be Independent Directors, as per the definition of the Novo Mercado Rules, and expressly declared as such in the Shareholders Meeting which elects them, being also considered as independent the Directors elected upon the faculty set forth by paragraphs 4 and 5 of article 141 of Law No. 6,404/76 (“Corporations Law”).

§ Two — When, due to the compliance of the percentage referred in the paragraph above, results in a fractional number of directors, it shall proceed with the rounding in the terms of the Novo Mercado Rules.

Clause 13 — The Board of Directors shall meet on being called by its Chairman, or any of its Vice-Chairmen or by the Chief Executive Officer, with a minimum of two (2) days notice and indication of the agenda. Convocation may be by electronic mail. The quorum for the Board to be in session at first (1st) call is at least two-thirds (2/3) of its members, provided that at least the Chairman or one of the Vice-Chairmen of the Board of Directors shall be present, and, on second (2nd) call, the majority of its members, provided that at least the Chairman or one of the Vice-Chairmen of the Board of Directors shall be present. The decisions of the Board of Directors shall be taken by a

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majority vote of members present at the meeting, provided that one is the Chairman or one of the Vice-Chairmen. In the event of a tied vote, the Chairman of the Board of Directors shall have a casting vote.

§ One — Members of the Board of Directors may take part in meetings by telephone, videoconference or other means of communication; and to ensure effective participation and authenticity of the vote, members should, within the three (3) days following meetings, deliver to the head office, or send by e-mail, documents signed by them confirming their participation and the content of their votes. This procedure may be dispensed with by the said member signing the corresponding minutes of the meeting of the Board of Directors, which must make reference to the medium by which  the member stated his or her opinion.

§ Two — Any member of the Board of Directors shall have the right to be represented, through written document or through e-mail, by another member of the Board of Directors, whether for the formation of a quorum, or for voting, with the option to indicate, or not, his or her vote. This representation shall be extinguished simultaneously with the closing of the meeting of the Board of Directors.

§ Three — Similarly, votes shall be valid if made by letter, telegram or e-mail, when received by the Chairman of the Board of Directors or his substitute, up to the end of the meeting.

§ Four — The Chairman of the Board of Directors may invite any of the members of the committees of the Board of Directors or any of the Executive Officers who are not members of the Board of Directors to attend meetings, but without the right to vote, any members of executive committees to the Board of Directors (statutory or not) or the Statutory Executive Board of Officers that not a member of the Board of Directors, and, also, any other executive of the Company, or the representative of the Company’s external auditors, or any third party who may be able to contribute opinions, information or suggestions or able to assist in the decisions of the members of the Board.

§ Five — The Board of Directors may also appoint an honorary member, a person of recognized professional competence with a history of dedication to the Company, who may be consulted on an information basis at the meetings of the Board of Directors, under rules and conditions to be set by the Board of Directors.

Clause 14 — The following shall be the attributes of the Board of Directors:

(a)to fix the general orientation of the Company’s business, subject always to the ethical values adopted by the community where it is working, especially respect for human rights and the environment;

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(b)if a Committee is created to evaluate the matter hereof, after listening such committee, to elect, evaluate or dismiss Statutory Executive Officers of the Company, at any time, and to set the attributions and competencies of each one of them where these are not provided by these Bylaws, as well as orient the vote of the Company, its subsidiaries or controlled companies, in the election of the managers of the subsidiaries or controlled companies or other companies in which the Company, its subsidiaries or controlled companies hold any equity interest, whenever the Company’s, its subsidiaries or controlled companies investment to which the manager will be elected represents an amount equivalent to at least five percent (5%) of the Company’s net equity, as disclosed in the Company’s Financial Statements for the most recent year-end closing;

(c)to inspect the management as effected by the Statutory Executive Officers; to examine the books and papers of the Company at any time; to request information on contracts signed or to be signed, and any other actions;

(d)if a Committee is created to evaluate the matter hereof, after listening such committee, to state an opinion on the management report and accounts of the Statutory Executive Board of Officers;

(e)if a Committee is created to evaluate the matter hereof, after listening such committee, to appoint and dismiss the independent auditors, subject to the right of veto provided for by law;

(f)if a Committee is created to evaluate the matter hereof, after listening such committee, to approve the accounting criteria and practices;

(g)if a Committee is created to evaluate the matter hereof, after listening such committee, to approve the long-term global strategy to be obeyed by the Company and by the subsidiary companies, and also the long-term global strategy to be proposed for the affiliated companies;

(h)if a Committee is created to evaluate the matter hereof, after listening such committee, to examine, approve, and monitor the execution of, the annual and multi-year capital expenditure; and

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operational budgets consolidated, which shall be prepared by the Statutory Executive Board of Officers;

(i)to monitor and evaluate the economic and financial performance of the Company;

(j)to state opinions on any proposals or recommendations made by the Statutory Executive Board of Officers to the General Shareholders Meeting;

(k)to decide on the grant, or not as the case may be, of the preemptive right of shareholders, or to reduce the period of this right, in issues of shares, debentures convertible into shares, or warrants, the placement of which is made by one of the methods referred to in article 172 of the Corporations Law;

(l)subject to the terms of line “k” above, to decide on the issue of securities, including promissory notes, for public or private distribution, inside or outside Brazil, in accordance with the respective legislation;

(m)if a Committee is created to evaluate the matter hereof, after listening such committee, to authorize initial or subsequent participation of the Company as a partner, shareholder or member of a consortium, in another company (except for wholly owned subsidiaries) or undertaking, the giving in guarantee of any interest so acquired to third parties in the Company’s transactions, or disposal in any manner or form of any shareholding or interest which is part of the Company’s assets;

(n)to authorize the acquisition of shares in the Company, for the purpose of cancellation, or holding in treasury and subsequent sale;

(o)if a Committee is created to evaluate the matter hereof, after listening such committee, to appoint the Investor Relations Officer;

(p)if a Committee is created to evaluate the matter hereof, after listening such committee, to authorize the Statutory Executive Board of Officers, with limits of authority to be defined by a resolution approved at a meeting of the Board of Directors, the minutes of which meeting shall be duly registered with the competent Board of Trade:

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(p.1)to sell, place a charge on or acquire assets related to the Company’s fixed assets and those referred in line “m” of this Clause;

(p.2)to give a real guarantee of any nature, or to give a chattel mortgage;

(p.3)to agree asset or liability financial transactions, including those known as “vendor” transactions, in which the  Company is  a guarantor  for  its clients;

(p.4)to sign any other contracts in  accordance  with  defined  limits  of  authority in relation to amounts;

(p.5)to carry out, or order to be carried out, any acts not expressly provided   for in these Bylaws, provided that such acts are legally within its competence; and

(p.6)to bring actions, make concessions, reach agreements or withdraw legal proceedings, procedures, measures or any other demands in Court, administrative or arbitration proceedings, and also to carry out voluntary tax offsetting, such as may result in or can result in obligations or rights on the part of the Company, or which may prejudice or can prejudice the Company’s reputation or image;

(q)to decide on the establishment of a consultative council to provide advice to the members of the Board of Directors, and to set the positions, remuneration and rules for functioning of that body;

(r)to create other committees to advice the Board of Directors, whenever it deems this to be desirable, subject to the terms of Clause 15 below;

(s)if a Committee is created to evaluate the matter hereof, after listening such committee, to nominate people to drive sectors or areas of the Company, as non-statutory Executive Officer, who shall report to an Statutory Executive Officer, not implying such procedure in the delegation of powers which, by law or the present Bylaws, are exclusive of Statutory Executive Officers elected, neither attributing to them, therefore, the condition of member of any statutory organ;

(t)if a Committee is created to evaluate the matter hereof, after listening such committee, to recommend, in favor or against, any tender offer for the acquisition of shares which aim at acquiring the

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shares issued by the Company (“OPA”), by means of a prior justified opinion, disclosed in up to fifteen (15) days as from the publication of the OPA notice, which shall encompass, at least (i) the convenience and opportunity of the terns offer for the acquisition of shares in relation to the joint interest of the shareholders and in relation to the liquidity of the securities; (ii) the repercussions of the tender offer for the acquisition of shares on the Company’s interests; (iii) the strategic plans disclosed by the offeror in relation to the Company; and (iv) other items that the Board of Directors considers pertinent, as well as the information required by the applicable rules established by the Brazilian Securities and Exchange Commission (“CVM”); and

(u)if a Committee is created to evaluate the matter hereof, after listening such committee, to define a triple list of companies specializing in economic valuation of companies for the preparation of an appraisal report of the Company’s shares, in cases of OPA for cancellation of registration as a publicly held company or for the withdraw from the Novo Mercado.

Clause 15 — The Board of Directors may establish other advisory committees, which function is to opine over the matter of their competence, in the terms of these Bylaws and the resolutions of the Board of Directors. The recommendations of the committees shall have an exclusive opinionative character, being that the members of the committees shall not have any deliberative power or responsibility for the resolutions.

§ One — The rules regarding composition, duties and competence of an eventual committee that comes to be created by the Board of Directors are to be defined in the specific act of creation of these committees and/or in the resolutions of the committees that follow their creation.

§ Two — The committees may have assistance from other professionals, and also an administrative support structure. The Company shall pay the remuneration of such professionals, including that of the members of the committees and the expenses of the administrative support structure. When the committees believe it to be necessary, they may also hire consultancy services from external professionals, whose fees shall be paid by the Company.

Clause 16 — The Chairman of the Board of Directors has the following attributions, with the assistance, in relation to the matters in lines “b”, “c” and “d” below, at his exclusive option, of the respective Committees of the Board of Directors:

(a)to represent the Board of Directors in dealings with other parties;

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(b)to suggest to the Board of Directors the general orientation of the Company’s business to be transmitted to the Statutory Executive Board of Officers;

(c)to prepare all the elements necessary for the practice of the acts which are within the competence of the Board of Directors; and

(d)to accompany and give support to the activities of the Statutory Executive Board of Officers and/or of any of its members.

Clause 17 — If the Chairman of the Board of Directors is temporarily absent, he shall be substituted by one of the Vice-Presidents of that body, and it shall be for the Chairman of the Board of Directors to indicate the substitute; and when this does not happen, it shall be for the Board of Directors to make such indication. The same criterion shall be adopted in the same cases for any other member, who shall be substituted by one of his peers.

§ One — If a vacancy occurs on the Board of Directors, the seat may remain vacant until the next Annual Shareholders Meeting, without prejudice of a nomination of a substitute, in order to complete the current mandate, by the remaining directors in a Board of Directors Meeting, in the form of article 150 of the Corporations Law, if one is necessary to maintain the minimum number of members of that body, or if it is deemed convenient that the post should be filled.

§ Two — The substitutions provided for in this Clause shall result in the exercise of the functions and of the right to vote in the meetings of the Board of Directors, but not in the remuneration and other advantages of the person substituted.

SECTION II

THE STATUTORY EXECUTIVE BOARD OF OFFICERS

Clause 18 — The Statutory Executive Board of Officers shall be comprised of one (1) Chief Executive Officer and between four (4) and nine (9) Statutory Executive Officers, resident and domiciled in Brazil, and of recognized technical and administrative ability, who may be shareholders, elected by the Board of Directors and able to be dismissed by it at any time, and also to be re-elected.

§ One — The participation of Statutory Executive Officers in the meeting, by telephone, videoconference or other means of communication is allowed; and in order to ensure the effective participation and authenticity of their vote, the Statutory Executive Officers shall deliver, within three (3) days following the meetings, at the Company’s headquarters or send by e-mail, documents signed by them confirming their participation and the content of their votes, and such action shall be waived upon the

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signature of the corresponding minutes of the meeting of the Statutory Executive Board of Officers by said Statutory Executive Officer, which shall refer to the manner in which the Statutory Executive Officer has expressed himself.

§ Two — The area of specific activity and competence of each of the members of the Statutory Executive Board of Officers may be fixed by the Board of Directors, when not specified in these Bylaws.

§ Three — The managers are not permitted to give personal guarantees.

Clause 19 — In the temporary absence:

(a)of the Chief Executive Officer, his replacement shall be designated by the Chairman of the Board of Directors, from among the members of the Board of Directors or the Statutory Executive Board of Officers; and

(b)of any other Statutory Executive Officer, his replacement shall be designated by the Chief Executive Officer, from among the other members or from the direct subordinates of the Statutory Executive Officer who is absent or prevented, on his recommendation. In this latter case, the direct subordinate who is substituting the absent Statutory Executive Officer shall take part in all the routine activities and shall have all the duties of the said officer, including that of being present at meetings of the Statutory Executive Board of Officers to instruct on matters relating to the Statutory Executive Officer who is substituted, without, however, exercising the right to a vote of receiving the remuneration of the person substituted.

§ One — In the event of a seat on the Statutory Executive Board of Officers becoming vacant, the Board of Directors shall meet to fill the vacant seat, if this be necessary to provide the minimum number of members of that body, or if the Board of Directors believes it to be convenient to fill the post. The term of office of the Statutory Executive Officer thus elected shall terminate simultaneously with that of his peers.

§ Two — Subject to the terms of line “b” of the head paragraph of this Clause, substitutions made under this Clause shall result in the substitute having the post of the person substituted as well as his or her own, including the right to vote, but excluding the right to receive the remuneration or other advantages of the person substituted.

Clause 20 — The Statutory Executive Board of Officers shall meet on calling by the Chief Executive Officer, or by two (2) Statutory Executive Officers, with up to two (2) days prior notice, this period being dispensed with when all of the members take part in the meeting.

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§ One — The meetings of the Statutory Executive Board of Officers shall be valid when the majority of its members are present, including the Chief Executive Officer or his substitute.

§ Two — Decisions at all meetings of the Statutory Executive Board of Officers shall be taken by the majority of the members present and recorded in minutes. In the event of a tied vote, the Chief Executive Officer shall have the casting vote.

§ Three — The Statutory Executive Officers may meet independently of the formality of calling, when there is an urgent subject. For this meeting to be valid it is necessary that two-thirds (2/3) of the members of the Statutory Executive Board of Officers to be present or represented, and that the decision be taken unanimously

Clause 21 — The following shall be attributions of the Statutory Executive Board of Officers:

(a)to comply with the terms of these Bylaws, and the decisions of the General Meeting of Shareholders and of the Board of Directors, and cause them to be complied with;

(b)to administer and manage the Company’s business in accordance with the orientation established by the Board of Directors;

(c)to produce monthly interim financial statements and deliver them to the Board of Directors;

(d)to prepare the financial statements for each business period, as specified in these Bylaws, including a proposal for allocation of the profit, and submit them to the Board of Directors;

(e)to propose to the Board of Directors the approval of the procedures referred to in Clauses 27 and 28 of these Bylaws;

(f)to prepare the annual and multi-year operations and capital expenditure budgets, including, among other matters, the forestry, industrial, commercial, financial and human resources plans, to be submitted by the Chief Executive Officer to the Board of Directors;

(g)to decide on the transactions indicated in lines “p.1” to “p.4” and “p.6” of Clause 14 of these Bylaws, subject, when their value does not exceed the amounts indicated in those sub-items, to the authorized limit amounts previously established by the Board of Directors or, if their value does exceed the amounts

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indicated in those sub-items, after prior submission to the Board of Directors, as well as to resolve on investments on wholly owned subsidiaries in any amounts;

(h)to open and/or close branch offices or warehouses throughout the whole of Brazil;

(i)to inform the Board of Directors, in the person of its Chairman, in relation to any question of singular importance for the Company’s business; and

(j)to seek continuous improvement in the organizational climate and results.

Clause 22 — In acts and transactions which create obligations for the Company or exonerate third parties from obligations to it, the Company shall be represented, actively and passively, by any two (2) of its Statutory Executive Officers.

§ One — The Company may be represented by one (1) Statutory Executive Officer and one (1) person holding a power of attorney, by two (2) persons holding powers of attorney or even by one (1) person holding a power of attorney, provided that the power of attorney itself is given by two (2) Statutory Executive Officers, provided that the said power of attorney precisely and consistently specifies the powers that it gives and its period of validity.

§ Two — No powers may be subrogated under any power of attorney, except for the purposes of court proceedings and in-court representation.

§ Three — The Company may, subject to the terms of this Clause, be represented by a single Statutory Executive Officer, or by an attorney-in-fact with specific powers to practice any of the following acts:

(a)in acts of endorsement of checks or trade bills in favor of financial institutions, in the former case for the purposes of deposit in the Company’s account; or in the latter case for the purposes of discount and/or deposit and/or trading charge and/or collection; also signing the respective contracts, proposals and bordereaux;

(b)representation of the Company before any federal, state or municipal public office, or independent public authority, or public companies, public mixed- capital companies or foundations, solely for administrative purposes;

(c)representation of the Company before the Labor Courts, the Public Attorneys’ Offices, or in dealings with labor unions, including for the purposes of appointing representatives and in matters relating to hiring, suspension and dismissal of employees and/or labor agreements including labor litigation; and

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(d)representation of the Company in relation to third parties, for the purposes of representation which does not involve any type of obligation on the Company.

§ Four — Except for purposes of the Courts, and of representation of the Company in administrative disputes and procedures relating to brands and patents, all other powers of attorney given by the Company shall have a maximum period of validity, namely up to June 30 of the year following the year in which they are given, unless there be established a shorter period, which must in any event always be included in the respective instrument.

Clause 23 — The following are attributions of the Chief Executive Officer:

(a)without prejudice to the terms of Clause 22 above, to represent the Company actively or passively in the courts or outside the courts, especially to give personal testimony, and for this function he may designate a person to represent him, by special power of attorney;

(b)to represent the Company in its public and private relationships at a high level;

(c)to oversee all the Company’s activities in conformity with the orientation established by the Board of Directors;

(d)to submit the annual and multi-year operations and capital expenditure budgets to the approval of the Statutory Executive Board of Officers and the Board of Directors;

(e)to submit to examination by the Statutory Executive Board of Officers the statistics, reports and statements which give evidence of the global results of the Company, including those of the affiliated and subsidiary companies;

(f)to stimulate good relations between the Statutory Executive Board of Officers, eventual committees and the Board of Directors, based on the interests of the Company;

(g)to keep the Board of Directors, in the person of its Chairman, constantly informed on all the facts and acts relating to the Company’s activities and investments, discussing all the material aspects with him;

(h)to propose to the Board of Directors:

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(h.1)  setting of financial policy, at high level, to be followed by the Company and by the subsidiary companies, and to be proposed to the affiliated companies;

(h.2)  decision on the long-term global strategy to be followed by the Company and by the subsidiary companies, and to be proposed to the affiliated companies;

(h.3)  acquisition by the Company, or its subsidiaries, or affiliated companies,   of an initial or subsequent interest, through shares, in any other company, and also the disposal of, or the placing of a charge on, any of these interests; and

(h.4)  formation of joint ventures or signing of partnerships of any type, or cancellation or renewals of such partnerships, by the Company or by its subsidiaries, or affiliated companies.

Sole Paragraph — Service of process on the Company shall be valid only when served on the Chief Executive Officer and one (1) other Statutory Executive Officer.

CHAPTER V
THE AUDIT BOARD

Clause 24 — The Audit Board is a non-permanent body, and shall be duly installed upon request of the shareholders, in accordance with the applicable laws. One installed, the Audit Board shall be comprised by three (3) to five (5) sitting members and an equal number of substitute members, appointed by the Shareholders Meetings, and shall be govern by the applicable laws and rulings, by these Bylaws and by its Internal Rules.

§ One — The investiture of the members of the Audit Board shall be conditioned to the previous subscription of the Statement of Consent of the Members of the Audit Board in accordance with the provisions of the Novo Mercado Rules, as well as compliance with applicable legal requirements.

§ Two — In the event of impediment or absence of any member, or a vacancy, members of the Audit Board shall be replaced by their respective substitute members.

§ Three — The sitting members of the Audit Board shall be entitled to receive a fixed compensation determined by the Shareholders Meeting, respected the minimum legal limit, and shall not be entitled to receive any additional compensation of the Company, by any company controlled by it or colligated, except if this additional compensation arises from, or is related to, services rendered to the Company prior to its appointment, or may not compromise the exercise of the duties of audit board member.

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CHAPTER VI

THE STATUTORY AUDIT COMMITTEE

Clause 25 — The Company shall have a Statutory Audit Committee (“SAC”), a collegiate body of advice and instruction directly related to the Company’s Board of Directors, with the purpose of supervising the quality and integrity of financial reports, adherence to legal, statutory and regulatory laws, adequacy of processes related to risk management and activities of internal and independent auditors.

§ One — The SAC shall have its own Internal Rules, approved by the Board of Directors, which shall provide in detail its duties, as well as operational procedures, in compliance with the laws in force and the rules issued by the regulatory bodies of the capital markets and stock exchanges in which the Company’s securities are listed.

§ Two — The SAC is a permanent body, and shall be comprised by, at least, three (3) and, at most, five (5) members, with a two (2) year term of office, appointed and removed by the Board of Directors, that meet the independence requirements and provided that, at least one (1) member, has recognized experience in matters of corporate accounting, as set forth in the Internal Rules of the SAC, in the applicable legislation and in the rules issued by the regulatory bodies of the capital markets and stock exchanges in which the securities are listed of the Company. The SAC shall have a Coordinator, whose activities shall be defined in the Internal Rules of the SAC.

§ Three — It is prohibited the participation of the Company’s Statutory Executive Officers, its controlled, controlling, colligated or companies in common control, direct or indirectly, in the SAC.

§ Four — The SAC shall have the following duties:

(a)review the quarterly financial information, interim financial statements and financial statements;

(b)supervise the financial area;

(c)ensure that the Statutory Executive Board of Officers develops reliable internal controls;

(d)ensure that the internal audit perform its duties and that the external auditors analyze, through its own review, the practices of the Statutory Executive Board of Officers and internal audit;

(e)establish with the external audit the work plan and the fee proposal;

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(f)recommend to the Board of Directors the hiring, compensation and replacement of the external audit;

(g)interact with the external audit on matters related to the audit procedure;

(h)evaluate, monitor and recommend to management the correction or  improvement of the Company’s internal policies, including the policy of related party transactions; and

(i)evaluate and monitor the Company’s risk exposures.

§ Five — The Board of Directors shall determine the compensation of the SAC’s members, as well as the budget to cover the costs of its function.

§ Six — The SAC shall have the means necessary to receive and process complaints, including confidential, internal and external to the Company, regarding noncompliance with legal and regulatory provisions applicable to the Company, in addition to internal rules and codes, including specific procedures for the protection of the provider and the confidentiality of the complaint.

CHAPTER VII

FINANCIAL STATEMENTS AND ALLOCATION OF NET PROFIT

Clause 26 — The business year shall coincide with the calendar year, thus terminating on December 31 of each year, when the financial statements shall be prepared, together with which the management bodies shall submit to the Annual Shareholders Meeting a proposal for allocation of the net profit for the fiscal year ending on December 31 of the previous year (“Fiscal Year”), subject to deductions, in the following order, in accordance with law:

(a)a minimum of five percent (5%) for the Legal Reserve, until it reaches twenty percent (20%) of the registered capital, provided that in the fiscal year in which the balance of the legal reserve added by the capital reserve amounts exceed thirty percent (30%) of the capital stock, it will not be mandatory to allocate part of the net income for the fiscal year to the legal reserve;

(b)the amounts allocated to Contingency Reserves, if constituted;

(c)the amount necessary for the payment of the minimum mandatory dividend which, in each Fiscal Year, shall be equivalent to the lowest amount between: (i) twenty-five percent (25%) of the annual net profit adjusted in accordance with article 202 of the Corporations Law or (ii) ten percent (10%) of the consolidated

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Operational Cash Flow Generation in the respective Fiscal Year, calculated in accordance with Paragraph 3 of this Clause; and

(d)the balance, if any, shall be allocated in such a way as the Statutory Executive Board of Officers propose and the Board of Directors recommends, and the Shareholders Meeting approves, pursuant to the terms of the Corporations Law, and up to ninety percent (90%) may be allocated to the Capital Increase Reserve, for the purpose of ensuring adequate operational conditions. This reserve may not exceed eighty percent (80%) of the registered capital. The remainder shall be allocated to the Special Reserve under these Bylaws for ensuring continuity of semi-annual distribution of dividends, until such reserve reaches twenty percent (20%) of the registered capital.

§ One — As provided for in article 197 of the Corporations Law and its subparagraphs, in any business year in which the amount of obligatory dividend, calculated in accordance with article 202 of that same law and these Bylaws, exceeds the realized portion of the net profit for the business year, the Shareholders Meeting may, on a proposal by the management bodies, allocate the difference to constitution of a Future Earnings Reserve.

§ Two — Under article 199 of the Corporations Law, the balance of profit reserves, other than the reserves for contingencies and future earnings, may not exceed the registered capital. When this limit is reached the Shareholders Meeting shall decide on the application of the excess amount, either for paying-in or for increase of the registered capital, or in distribution of dividends.

§ Three — For the purposes of calculating the amount to be paid as minimum mandatory dividends set forth in line “c” of Clause 26, consolidated “Operational Cash Generation” means the result of the following formula:

GCO = Adjusted EBITDA — Maintenance Capex

Where:

“GCO” means the consolidated Generation of Operational Cash of the Fiscal Year, expressed in national currency.

“EBITDA” means the net profit of the Fiscal Year of the Company expressed in national currency, before the income tax and social contribution on net income, financial income and expenses, depreciation, amortization and depletion.

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“Adjusted EBITDA” means the EBITDA excluding items not recurrent and/or not cash and gains (losses) arising from changes in fair value of sale of the biological assets.

“Maintenance Capex” means the amount, expressed in national currency, of the investments in maintenance executed in the Fiscal Year.

§ Four — Upon the resolution of the Shareholders Meeting, the Company may distribute dividends higher than the mandatory dividends set forth in line “c” of this Clause.

§ Five — The Shareholders Meeting may allocate a participation in the profits to the members of the Board of Directors and the Statutory Executive Board of Officers, in the circumstances and within the form and limits allowed by law.

Clause 27 — On a proposal by the Statutory Executive Board of Officers, approved by the Board of Directors, the Company may pay a compensation to the shareholders, as interest on their equity, up to the limit established by article 9 of Law No. 9,249, December 26, 1995; and in accordance with sub-paragraph 7 of that article any amounts thus disbursed may be deemed part of the obligatory dividend provided for by law and by these Bylaws.

Clause 28 — Interim financial statements shall be prepared on the last day of June of each year, and the Statutory Executive Board of Officers may:

(a)declare a semi-annual dividend, on account of the annual dividend;

(b)raise interim financial statements and declare dividends for shorter periods, on account of the annual dividend, as long as the total of the dividends paid in each half of the business year does not exceed the amount of the capital reserves; and

(c)declare interim dividends on account of retained earnings or on account of profit reserves existing in the previous annual or half yearly financial statements, on account of the annual dividend.

Clause 29 — The annual financial statements shall, obligatorily, be audited by external auditors registered with the CVM. Such auditors shall be chosen and/or dismissed by the Board of Directors, subject, as the case may be, to the terms of paragraph 2 of article 142 of the Corporations Law.

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CHAPTER VIII

TENDER OFFER IN CASE OF ACQUISITION OF RELEVANT INTEREST

Clause 30 — Any Person (as defined in paragraph one below) solely or jointly with another Bound Person(s), shareholder(s) or not of the Company, which subscribes, acquires or, in any other form, including, without limitation, by means of exchange, conversion, corporate reorganization (including, but not limiting to the merger of the Company and/or of its shares or the merger by the Company of other company or the shares thereof), or even upon acquisition of preemptive rights and/or subscription of shares or other securities issued by the Company convertible into shares or which give the right to its subscription or purchase of shares of the Company, becomes holder, directly or indirectly, in Brazil or offshore, of Relevant Interest (as defined in paragraph one below) the Company shall, within the maximum term of thirty (30) days counting from the date of the event which results in the ownership of the Relevant Interest, launch or, in the case of a registered tender offer in the terms of CVM Rule 361/02, file a registry request before CVM of, an OPA for the acquisition of the totality of the  shares issued by the Company, which shall be liquidated in the maximum term of (a) forty eight (48) days counting from the launch of the offer not subject to registration, and (b) one hundred and eighty (180) days counting from the date of registry filing, in the case of an offer subject to registration, in the terms of the law and applicable legislation, except for certain delays which do not arise from any act or omission of the offeror.

§ One — For the purposes of these Bylaws:

(a)“Derivatives” means any derivatives liquidated in shares issued by the Company and/or by means of payment in currency, traded on the stock exchange, organized or privately traded, that are referenced in shares or any other security issued by the Company;

(b)“Other Rights of Corporate Nature” means (i) usufruct or trust on shares issued by the Company, (ii) options to purchase, subscribe or exchange, for any purpose, that may result in the acquisition of shares issued by the Company; or (iii) any other right that permanently or temporarily secures political or shareholder rights over shares issued by the Company, including American Depositary Receipts (ADRs);

(c)“Relevant Interest” means the amount of shares issued by the Company (or its legal successors) in a percentage equal to or greater than twenty percent (20%) of the total shares issued by it;

(d)“Person” means any person including, without limitation, any natural or legal person, investment fund, condominium, securities portfolio, universality of rights, or other form of organization, resident, domiciled or headquartered in Brazil or abroad;

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(e)“Bound Person” means any Person or group of Persons bound by a voting agreement or similar agreement, or acting jointly representing the same interests. Examples of group of persons acting jointly representing the same interests are those (i) that are directly or indirectly controlled or administered by a person belonging to the group of Persons, (ii) who controls or administers, under any form, a Person belonging to the group of Persons, (iii) that is directly or indirectly controlled or administered by any Person who directly or indirectly controls or manages a person who is a member of the Group of Persons, (iv) in which the Controlling Shareholder of such person belonging to the Group of Persons holds, directly or indirectly, a corporate interest equal to or greater than twenty percent (20%) of the voting capital, (v) in which such Person belonging to the group of persons holds, directly or indirectly, a corporate interest equal to or greater than twenty percent (20%) of the voting capital or (vi) holds, directly or indirectly, a corporate interest equal to or greater than twenty percent (20%) of the voting capital of the person belonging to the group of Persons.

§ Two — The OPA shall be (i) addressed to all shareholders of the Company, (ii) executed in an auction to be held at B3, (iii) launched at the price determined in accordance with the provisions of Paragraph Three below and (iv) paid at sight, in national currency, against the acquisition in the OPA of shares issued by the Company.

§ Three — The acquisition price of each share issued by the Company in the OPA will be the highest of the following values:

(a)Economic Value (as defined in the caput of Clause 35 below) defined in a valuation report drafted in accordance with the provisions and following the procedures set forth in Clause 35 of these Bylaws; and

(b)one hundred and forty-five percent (145%) of the highest unit quotation of shares issued by the Company on any stock exchange in which the Company’s shares are traded, during the period of twenty-four (24) months prior to the OPA, duly updated by the reference rate of monetary adjustment of the Special Settlement and Custody System — SELIC (or the index that replaces it) up to the time of payment.

§ Four — The execution of the OPA mentioned in the caput of this Clause shall not exclude the possibility of a third party submitting a competing OPA, in accordance with the applicable regulations.

§ Five — The Person shall be obliged to comply with any requests or requirements

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of the CVM regarding the OPA, within the maximum periods prescribed in the applicable regulations.

§ Six — In the event that a Person does not comply with the obligations imposed by this clause, including with respect to meeting the maximum terms (i) for the execution of the OPA or (ii) to attend to any requests or requirements of the CVM, the Company’s Board of Directors shall call an Extraordinary General Meeting, in which such Person may not vote, to resolve the suspension of the exercise of the rights of the Person who has not complied with any obligation imposed by this Clause, as provided in article 120 of the Corporations Law.

§ Seven — Any person who acquires or becomes holder, in Brazil or abroad, of other rights, including (i) Other Rights of Corporate Nature of shares issued by the Company, or that may result in the acquisition of shares issued by the Company or (ii) Derivatives (a) that give rise to the Company’s shares or (b) which give the right to receive the corresponding amount of the Company’s shares, which results in such Person becoming a holder of a Relevant Interest, shall be equally obliged to, in the maximum term of 30 (thirty) days as from the date of the event that resulted in the ownership of the Relevant Interest, launch or, in the case of an offer to be registered pursuant to CVM Rule 361/02, file a request for registration with the CVM of an OPA for the acquisition of the totality of the shares issued by the Company, observing the provisions of this Clause 30.

§ Eight — The obligations contained in article 254-A of the Corporations Law and Clauses 31, 32 and 33 of these Bylaws exclude the fulfillment by the Person holding a Relevant Interest of the obligations contained in this clause.

§ Nine — For the purposes of calculating the percentage of twenty percent (20%) of the total of the shares issued by the Company to calculate the Relevant Interest, as described in line “c” of Paragraph One of this Clause, will not be computed the involuntary increases of equity interest resulting from cancellation of shares in treasury or redemption of shares.

§ Ten — If CVM regulations applicable to the OPA determines the adoption of a calculation criterion for the determination of the acquisition price in the OPA of each share issued by the Company that results in a purchase price higher than that determined in the terms of Paragraph Three above, the acquisition price calculated in accordance with CVM regulations shall prevail at the time of the OPA.

§ Eleven — The provisions of this Clause 30 do not apply to the direct and indirect controlling shareholders of the Company on September 29, 2017, and to its Successors (defined below).

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§ Twelve — For the purposes of paragraph eleven of Clause 30 above, “Successors” of the direct and indirect controlling shareholders of the Company, their respective spouses, companions, heirs, legatees, assigns and successors who, for any reason, including corporate reorganizations, become holders of the shares (and/or of the voting rights inherent to them) and/or Other Rights of Corporate Nature related to the shares held or which will be held by the direct and indirect controlling shareholders of the Company on September 29, 2017.

CHAPTER IX
SALE OF CONTROL

Clause 31 — The Sale of Control of the Company, either through a single transaction or through successive transactions, shall be contracted under a suspensive or resolutive condition that the acquirer of the Power of Control undertakes to execute a OPA for the acquisition of shares issued by the Company that the other shareholders hold, observing the conditions and terms established in the current legislation and in the Novo Mercado Listing Rules, in order to assure them equal treatment to that given to the Selling Controlling Shareholder.

§ One — For purposes of these Bylaws, “Sale of the Company’s Control” means the transfer to third parties, for consideration, of the Controlling Shares.

§ Two — For the purposes of these Bylaws, the “Controlling Shares” means the shares which assure, directly or indirectly, to their holder(s) the individual and/or shared right to exercise of the Power of Control of the Company, as defined in Paragraph Four of this Clause 31.

§ Three — For purposes of these Bylaws, “Controlling Shareholder” means the shareholder or the group of shareholders, as defined in the Novo Mercado Rules (“Group of Shareholders”), exercising the Power of Control (as defined in Paragraph Four below).

§ Four — For the purposes of these Bylaws, the term “Power of Control” means the power effectively used to direct the corporate activities and orient the functioning of the Company’s organs, directly or indirectly, in fact or in law, regardless of the equity interest held. There is a relative presumption of ownership of the Power of Control in relation to the person or Group of Shareholders who holds shares that have assured him an absolute majority of the votes of the shareholders present at the last three Shareholders Meetings of the Company, even though he is not the owner of the shares which ensure an absolute majority of the voting capital.

Clause 32 — The tender offer referred to in the previous Clause shall be:

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(a)when there is an onerous transfer of rights to subscribe for shares and other securities or rights related to securities convertible into shares, which may result in the Sale of the Company’s Control; or

(b)in the event of Sale of the Company’s Control, in which case the Selling Controlling Shareholder will be obliged to declare to B3 the amount attributed to the Company in such sale and attach documentation which confirms such value.

Clause 33 — Any person who, through a private share purchase agreement entered into with the Controlling Shareholder of the Company, involving any number of shares, acquires the Power of Control of the Company, shall be obliged to:

(a)execute the tender offer referred to in Clause 31 of these Bylaws; and

(b)pay, in the terms indicated below, an amount equivalent to the difference between the price of the tender offer and the amount paid per share that may have been acquired on the stock exchange in the six (6) months prior to the date of acquisition of the Power of Control, duly updated until the date of the payment. The said amount shall be distributed among all persons who sold shares of the Company at the trading sessions in which the buyer made the acquisitions, proportionally to the daily net selling balance of each one, being  B3 responsible for operating the distribution, pursuant to its regulations.

Clause 34 — The Company will not register any transfer of shares to the acquirer of the Power of Control, or to those who come to hold the Power of Control, as long as it does not subscribe to the Instrument of Consent of the Controlling Shareholders, as provided for in the Novo Mercado Listing Rules. The Company will also not register a shareholders agreement regarding the exercise of the Power of Control until its signatories do not sign the Instrument of Consent of the Controlling Shareholders.

CHAPTER X

CANCELLATION OF THE REGISTRY AS A PUBLICLY-HELD COMPANY

Clause 35 — The cancellation of the Company’s registry as a publicly-held company will be preceded by an OPA, to be effected by the Company itself or by the  shareholders or Group of Shareholders that hold the Company’s Power of Control, at least for its respective Economic Value, to be determined in a valuation report drafted pursuant to Paragraphs 1 to 3 of this Clause (“Economic Value”), in compliance with the applicable legal and regulatory rules.

§ One — The appraisal report referred to in the caput of this clause shall be prepared by a specialized institution or company, with proven experience and independent as to the

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decision-making power of the Company, its managers and Controlling Shareholder(s), and the valuation report shall also satisfy the requirements of paragraphs 1 and 6 of article 8 of the Corporations Law.

§ Two — The choice of the institution or specialized company responsible for determining the Economic Value of the Company is of the exclusive competence of the Shareholders Meeting, as from the presentation by the Board of Directors of a triple list, and the respective resolution, not counting blank votes, be taken by a majority of the votes of the shareholders representing the Outstanding Shares present at that Meeting, which, if installed in the first call, shall be attended by shareholders representing at least twenty percent (20%) of the total Outstanding Shares, or that, if installed on second call, may count on the presence of any number of shareholders holding Outstanding Shares. For the purposes of these Bylaws, “Outstanding Shares” means all shares issued by the Company, except those (i) owned, directly or indirectly, by the Controlling Shareholder (as defined in Paragraph Three of Clause 31) or persons related thereto; (ii) in the Company’s treasury; (iii) held by a company controlled by the Company and (iv) directly or indirectly held by the managers of the Company.

§ Three — The costs incurred in the preparation of the valuation report shall be borne entirely by the offeror.

CHAPTER XI
WITHDRAW FROM NOVO MERCADO

Clause 36 — The Company may withdraw the Novo Mercado at any time, provided that the exit is (i) previously approved at a shareholders meeting, called pursuant to Clause 7, Sole Paragraph of these Bylaws and (ii) communicated to B3 in writing with at least thirty (30) days in advance. The exit of the Novo Mercado will not imply for the Company the loss of the status of publicly-held company registered in B3.

Clause 37 — In the event that the Company’s withdraw from the Novo Mercado is resolved or if such withdraw is due to a corporate reorganization operation, in which the securities issued by the company resulting from such reorganization are not admitted to trading on the Novo Mercado within one hundred and twenty (120) days as from the date of the shareholders meeting that approved such transaction, the shareholder or Group of Shareholders that holds the Company’s Power of Control shall effect a tender offer for the acquisition of shares belonging to the other shareholders of the Company, whose minimum price to be offered shall correspond to the Economic Value determined in a valuation report prepared in accordance with the first to third paragraphs of Clause 35 above, in compliance with applicable legal and regulatory standards.

Clause 38 — In the event there is no Controlling Shareholder, in case the Company’s withdraw from the Novo Mercado is deliberated so that the securities issued by it will

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be registered for trading outside the Novo Mercado, or by virtue of a corporate reorganization transaction, by which the company resulting from this transaction does not have its securities admitted to trading on the Novo Mercado within a period of one hundred and twenty (120) days as of the date of the shareholders meeting that approved said transaction, the withdraw will be conditioned to the execution of a tender offer for the acquisition of shares in same conditions set forth in the Clause above.

§ One — The referred shareholders meeting shall define the person(s) responsible for conducting the tender offer for the acquisition of shares, that, present at the shareholders meeting, shall expressly assume the obligation to perform the offer.

§ Two — In the absence of a definition of those responsible for conducting the tender offer for the acquisition of shares, in the event of a corporate reorganization transaction, in which the Company resulting from such reorganization does not have its securities admitted to trading on the Novo Mercado, it will be up to the shareholders who voted in favor of the corporate reorganization to carry out the referred offer.

Clause 39 — The Company’s withdraw from the Novo Mercado due to noncompliance with the obligations set forth in the Novo Mercado Listing Rules is conditioned to carrying out a tender offer for the acquisition of shares, at least, by the Economic Value of the shares, to be determined in the valuation report to which the first to third paragraphs of Clause 35 above refer to, in compliance with applicable legal and regulatory rules.

§ One — The Controlling Shareholder shall effect the tender offer for the acquisition of shares set forth in caput of this Clause.

§ Two — In the event that there is no Controlling Shareholder and the withdrawal from the Novo Mercado referred to in the caput results from a resolution of the shareholders meeting, the shareholders that voted in favor of the resolution that implied the respective noncompliance shall carry out the tender offer for the acquisition of shares provided for in the caput.

§ Three — In the event that there is no Controlling Shareholder and the withdrawal from the Novo Mercado referred to in the caput occurs due to an act or fact of the management, the Company’s Managers shall call a shareholders meeting whose agenda shall be the resolution on how to remedy the noncompliance with the obligations Novo Mercado Rules or, if applicable, resolve on the Company’s withdrawal from the Novo Mercado.

§ Four — In case the shareholders meeting referred to in Paragraph Three above decides that the Company should withdraw from Novo Mercado, such shareholders meeting shall define the person(s) responsible for conducting the public tender offer provided for

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in the caput, who, present at the meeting, shall expressly assume the obligation to conduct the tender offer.

Clause 40 — It is possible to formulate a single OPA for more than one of the purposes set forth in Sections IX and X, the Novo Mercado Rules, the Corporations Law or the regulations issued by the CVM, provided that it is possible to reconcile all the proceedings of all the modalities of the tender offer, there is no loss to the recipients of the offer and the authorization of the CVM is obtained when required by the applicable laws.

Clause 41 — Any Person who holds Outstanding Shares of the Company, in an amount greater than five percent (5%) of the total shares issued by the Company and that wishes to carry out a new acquisition of shares issued by the Company (“New Acquisition”), shall be obliged, prior to each New Acquisition, to communicate in writing to the Company’s Investor Relations Officer, at least three (3) business days prior to the date of the New Acquisition: (i) the number of Outstanding Shares that it intends to acquire; (ii) the intention to acquire; (iii) if it has an interest to appoint a member to the Board of Directors or to the Company’s Audit Board; (iv) the source of the resources that will be used for such acquisition and (v) the strategic plans related to its investment in the Company.

§ One — In addition, the Person characterized in the caput of this Clause will be obliged to make each New Acquisition in B3, being prohibited to carry out private or over-the- counter market trades.

§ Two — The Investor Relations Officer is authorized, on his own initiative or in response to a request made by the regulatory bodies, to request that the Company’s shareholders or Group of Shareholders report their direct and/or indirect shareholding composition, as well as the composition of the Its direct and/or indirect control block and, if applicable, the corporate and corporate group, in fact or in law, of which they form part.

§ Three — In the event that the Person does not comply with the obligations imposed by this Clause, the provisions of Clause 30, Seventh Paragraph, above.

CHAPTER XII
LIQUIDATION

Clause 42 — The Company shall enter into liquidation in the circumstances provided for by law, and the Shareholders Meeting shall determine the manner of liquidation and appoint the liquidator who shall function during the period of liquidation.

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CHAPTER XIII
ARBITRATION PROCEEDING

Clause 43 — The Company, its shareholders, managers and members of the Audit Board undertake to resolve, through arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), any and all disputes or controversies that may arise between them, relating to or arising from, in special, the application, validity, effectiveness, interpretation, violation and its effects, of the provisions contained in the Corporations Law, in these Bylaws, in the rules issued by the National Monetary Council, by the Central Bank of Brazil and by the CVM, as well as in the other rules applicable to the operation of the capital markets in general, in addition to those contained in the Novo Mercado Rules, the Novo Mercado Listing Agreement, the Market Arbitration Chamber Arbitration Regulation and of the Sanctions Regulation.

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EX-4.1

Exhibit 4.1

SUZANO AUSTRIA GMBH

U.S.$1,000,000,000 6.000% SENIOR UNSECURED NOTES DUE 2029

Guaranteed by

SUZANO PAPEL E CELULOSE S.A.

REGISTRATION RIGHTS AGREEMENT

New York, New York

September 20, 2018

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, NY 10019

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Mizuho Securities USA LLC

320 Park Avenue

New York, New York 10022

Rabo Securities USA, Inc.

245 Park Avenue

New York, New York 10167

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

As Representatives of the Several Initial Purchasers

Dear Sirs:

Suzano Austria GmbH, a company incorporated with limited liability under the laws of the Republic of Austria (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated

September 17, 2018 (the “Purchase Agreement”), its U.S.$1,000,000,000 6.000% Senior Unsecured Notes due 2029 (the “Securities”) relating to the initial placement of the Securities (the “Initial Placement”), which Securities shall be unconditionally guaranteed (the “Guarantee”) by Suzano Papel e Celulose S.A. (the “Guarantor”).  To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company and the Guarantor agree with you for your benefit and the benefit of the holders, from time to time, of the Securities (including the Initial Purchasers) (each a “Holder” and, together, the “Holders”), as follows:

1.  Definitions.  Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning set out in Rule 405 of the Act.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean each day which is neither a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or required by law or executive order to be closed.

“Commission” shall mean the United States Securities and Exchange Commission.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer Prospectus” shall mean the prospectus included in the Exchange Offer Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein.

“Exchange Offer Registration Period” shall mean the period between the issuance of the Securities and the date on which the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, becomes effective, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Company on an appropriate form under the Securities Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

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“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that  it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company).

“Guarantee” shall have the meaning set forth in the preamble hereto.

“Guarantor” shall have the meaning set forth in the preamble hereto.

“Holder” shall have the meaning set forth in the preamble hereto.

“Indenture” shall mean the Indenture relating to the Securities, dated as of September 20, 2018, between the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee, registrar, paying agent and transfer agent as the same may be amended from time to time in accordance with the terms thereof.

“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchasers” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering.

“Merger” shall mean the merger of shares (incorporação de ações) between the Guarantor and Fibria Celulose S.A. (“Fibria”), pursuant to the voting agreement (Compromisso de Voto e Assunção de Obrigações) entered into on March 15, 2018 by each of Suzano Holding S.A., David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer (collectively, the “Suzano Controlling Shareholders”) and Votorantim and BNDESPAR, along with the Guarantor, as intervening party and a merger agreement to be executed by Suzano and Fibria.

“New Securities” shall mean debt securities of the Company identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate), including the Guarantee, to be issued under the Indenture or the New Securities Indenture.

“New Securities Indenture” shall mean an indenture between the Company, the Guarantor and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified or eliminated, as appropriate).

“New Securities Trustee” shall mean a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture.

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“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer and are able to able to make certain representations, in exchange for the Securities, a like aggregate principal amount of the New Securities.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” has the meaning set forth in Section 3(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2.  Registered Exchange Offer.  (a)  To the extent not prohibited by any applicable law or applicable interpretations of the Commission, the Company shall, and the Guarantor shall cause the Company to, prepare and file with (or confidentially submit to) the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the

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Securities Act by the later of (a) 360 days after the date of the original issuance of the Securities, or (b) 30 days after the closing of the Merger.

(b)  Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall, and the Guarantor shall cause the Company to, promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Securities Act.

(c)  In connection with the Registered Exchange Offer, the Company shall, and the Guarantor shall cause the Company to:

(i)  mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii)  keep the Registered Exchange Offer open for not less than 20 Business Days (or, longer if required by applicable law);

(iii)  use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required, under the Securities Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv)  permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open; and

(v)  comply in all respects with all applicable laws.

(d)  As soon as practicable after the close of the Registered Exchange Offer, the Company shall, and the Guarantor shall cause the Company to:

(i)  accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii)  deliver to the Trustee for cancelation in accordance with Section 4(s) hereof all Securities so accepted for exchange; and

(iii)  cause the New Securities Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

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(e)  Each Holder hereby acknowledges and agrees that any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the prospectus delivery requirement of the Securities Act in connection with any secondary resale transaction which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates.  Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that, at the time of the consummation of the Registered Exchange Offer:

(i)  any New Securities received by such Holder will be acquired in the ordinary course of business;

(ii)  such Holder will have no arrangement or understanding with any person to participate in the “distribution” of the Securities or the New Securities within the meaning of the Securities Act; and

(iii)  such Holder is not an Affiliate of the Company or if it is an Affiliate, such Holder will comply with the registration and Prospectus delivery requirements of the Securities Act to the extent applicable.

(f)  If, prior to the consummation of the Registered Exchange Offer, any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall, and the Guarantor shall cause the Company to, issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities.  The Company shall use its commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.

3.  Shelf Registration.  (a)  If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company and the Guarantor determine upon advice of their counsel that the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated by the later of (a) 360 days after the date of the original issuance of the Securities, or (b) 30 days after the closing of the Merger; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder

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being an Affiliate of the Company; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall, and the Guarantor shall cause the Company to, effect a Shelf Registration Statement in accordance with subsection (b) below.

(b) (i)  The Company shall, and the Guarantor shall cause the Company to, as promptly as practicable, file with (or confidentially submit to) the Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii)  The Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of three years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”); provided that the Company and the Guarantor may, for a period of up to 60 days in any three-month period, not to exceed 90 days in any twelve-month period, suspend the use of the Prospectus contained in the Shelf Registration Statement if the Board of Directors of the Guarantor reasonably determines that the Shelf Registration Statement is not usable under circumstances relating to corporate developments, public filings with the Commission and similar events.

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4.  Additional Registration Procedures.  In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a)  The Company shall, and the Guarantor shall cause the Company to:

(i)  furnish to you, at a reasonable time prior to the filing thereof with (or confidential submission thereof to) the Commission a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing (or confidential submission)) and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments deemed necessary by your counsel;

(ii)  include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii)  if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and

(iv)  in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b)  The Company and the Guarantor shall use their commercially reasonable efforts to ensure that:

(i)  any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Securities Act, the Exchange Act and the rules and the respective regulations thereunder;

(ii)  any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that neither the Company nor the Guarantor will be liable for written information furnished to the Company or the Guarantor by or on behalf of any Holder or Initial Purchaser specifically for inclusion therein; and

(iii)  any Prospectus forming part of any Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in

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order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Company nor the Guarantor will be liable for written information furnished to the Company or the Guarantor by or on behalf of any Holder or Initial Purchaser specifically for inclusion therein.

(c)  The Company shall, and the Guarantor shall cause the Company to, advise you, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Company a telephone or facsimile number and address, or e-mail address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii) through (v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension):

(i)  when a Registration Statement and any amendment thereto has been filed with (or confidentially submitted to) the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii)  of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii)  of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv)  of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

(v)  of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d)  The Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time.

(e)  The Company shall, and the Guarantor shall cause the Company to, furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

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(f)  The Company shall, and the Guarantor shall cause the Company to, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request.  The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g)  The Company shall, and the Guarantor shall cause the Company to, furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h)  The Company shall, and the Guarantor shall cause the Company to, promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such person may reasonably request.  The Company consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i)  Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Company shall, and the Guarantor shall cause the Company to, arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request provided, however, that in no event shall the Company or the Guarantor be obligated (x) to qualify to do business in any jurisdiction where it is not then so qualified; (y) to take any action that would subject it to service of process in suits or to taxation, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject; or (z) to make any changes to each of its charter or bylaws or similar organizational documents or shareholders’ agreement.

(j)  The Company shall, and the Guarantor shall cause the Company to, cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request.

(k)  Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Company shall, and the Guarantor shall cause the Company to, promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter

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delivered to Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  In such circumstances, if the Company notifies the Initial Purchasers, the Holders of the Securities and any known participating Broker-Dealer in accordance with paragraphs (c) (i) through (v) of Section (4) above to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such participating Broker-Dealers shall suspend use of such Prospectus and the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 and the Shelf Registration Statement provided for in Section 3(b) shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section.

(l)  Not later than the effective date of any Registration Statement, the Company shall, and the Guarantor shall cause the Company to, provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company.

(m)  The Company shall, and the Guarantor shall cause the Company to, comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (it being understood that the Issuer may satisfy its obligations under this clause through the filing of its annual report on Form 20-F after such effective date).

(n)  The Company shall, and the Guarantor shall cause the Company to, cause the Indenture or the New Securities Indenture, as the case may be, to be qualified under the Trust Indenture Act in a timely manner.

(o)  The Company may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such Securities as the Company may from time to time reasonably require for inclusion in such Registration Statement.  The Company may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(p)  In the case of any Shelf Registration Statement, the Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to enter into such agreements (including if requested an underwriting agreement in customary form) and take all other necessary actions in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any) with respect to all parties to be indemnified pursuant to Section 6.

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(q)  In the case of any Shelf Registration Statement, the Company and the Guarantor shall, and the Guarantor shall cause the Company to:

(i)  make available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company or of the Guarantor and its subsidiaries as shall be necessary to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that any information that is designated by the Company or the Guarantor, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent until such time as (A) such information becomes public (whether by virtue of its inclusion or incorporation by reference in such registration statement or otherwise) or (B) such person shall be requested or required (in writing, by law, regulation or interrogatory, request for information or documents, court order, subpoena, deposition, administrative proceeding, inspection, audit, civil investigative demand or other legal, governmental or regulatory process) to disclose any (provided that to the extent permitted by law, rule and regulation and reasonably practicable, such person shall notify the Issuer of any such request or requirement so that the Issuer may seek, at the Issuer’s expense, a protective order or other appropriate remedy. In the absence of a protective order, other remedy or waiver by the Issuer, such person may disclose such confidential information if it determines in good faith that it is required to do so);

(ii)  cause the Company or the Guarantor’s officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated by the Company or the Guarantor, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent until such time as (A) such information becomes public (whether by virtue of its inclusion or incorporation by reference in such registration statement or otherwise) or (B) such person shall be requested or required (in writing, by law, regulation or interrogatory, request for information or documents, court order, subpoena, deposition, administrative proceeding, inspection, audit, civil investigative demand or other legal, governmental or regulatory process) to disclose any (provided that to the extent permitted by law, rule and regulation and reasonably practicable, such person shall notify the Issuer of any such request or requirement so that the Issuer may seek, at the Issuer’s expense, a protective order or other appropriate remedy. In the absence of a protective order, other remedy or waiver by the Issuer, such person may disclose such confidential information if it determines in good faith that it is required to do so);

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(iii)  make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv)  obtain opinions of counsel to the Company and the Guarantor and updates thereof, which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters (if any), or in the event there are no managing underwriters, the selling Holders of at least a majority in aggregate principal amount of the Securities registered thereunder at the time outstanding, addressed to the managing underwriters (if any) or such Electing Holder or Electing Holders and dated the effective date of such Shelf Registration Statement concerning such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested;

(v)  obtain comfort letters and updates thereof from the independent certified public accountants of the Company and the Guarantor, addressed to managing underwriters (if any), or in the event there are no managing underwriters, use reasonable efforts to have such letters addressed to the selling Holders of Securities registered thereunder, in customary form and covering matters of the type customarily covered in comfort letters issued in connection with primary underwritten offerings; provided that the Company’s independent public accountants may require that the addressees of such comfort letters provide representation letters in customary form and covering matters of the type customarily covered in representation letters issued in connection with such offerings; and

(vi)  deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantor.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall be performed at (a) the effectiveness of such Registration Statement, (b) each closing under any underwriting or similar agreement as and to the extent required thereunder and (c) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus.

(r)  If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other person as directed by the Company) in exchange for the New Securities, the Company shall, and the Guarantor shall cause the Company to, mark, or cause to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

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(s)  The Company will, and the Guarantor shall cause the Company to, use its reasonable best efforts if the Securities have been rated prior to the initial sale of such Securities, to confirm that the Securities or the New Securities, as the case may be, covered by a Registration Statement, will be rated.

(t)  In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Rules of Fair Practice and the By-Laws of the Financial Industry Regulatory Authority, Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company shall, and the Guarantor shall cause the Company to, assist such Broker-Dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by:

(i)  if such Rules or By-Laws shall so require, engaging a “qualified independent underwriter” (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities;

(ii)  indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof; and

(iii)  providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Rules.

(u)  The Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement.

5.  Registration Expenses.  The Company and the Guarantor shall, jointly and severally, bear all expenses (other than underwriting discounts and commissions) incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith.

6.  Indemnification and Contribution.  (a)  The Company and the Guarantor agree to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each person who controls any such Holder within the meaning of Section 15 of the Securities Act or Section 20 of Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or

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state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, taken together with any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Company nor the Guarantor will be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company or the Guarantor by or on behalf of any such Holder or Initial Purchaser specifically for inclusion therein.  This indemnity agreement will be in addition to any liability which the Company or Guarantor may otherwise have.

The Company and the Guarantor also agree to indemnify or contribute as provided in Section 6(d) to Losses of each underwriter of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees, affiliates or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof.

(b)  Each Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective directors, each of their respective officers who signs such Registration Statement and each person who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of  the Exchange Act, to the same extent as the foregoing indemnity from the Company or the Guarantor to each such Holder, but only with reference to written information relating to such Holder furnished to the Company or the Guarantor by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity.

(c)  Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and only to the extent such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The

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indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.  An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)  In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have an obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser or any subsequent Holder of any Security or New Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses.  If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.  Benefits received by the Company and the Guarantor

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shall be deemed to be equal to the sum of (x) the net proceeds set forth in the Final Memorandum under the caption “Use of Proceeds” and (y) the total amount of additional interest which the Company or the Guarantor was not required to pay as a result of registering the securities covered by the Registration Statement which resulted in such Losses.  Benefits received by the Initial Purchasers shall be deemed to be equal to the difference between the issue price of the Securities as set forth on the cover of the Final Memorandum and the amount paid for the Securities by the Initial Purchasers as set forth in the Purchase Agreement. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses.  Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above.  The amount paid or payable by an indemnifying party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 6(d) shall be deemed to include, for purposes of this Section 6(d), any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this paragraph (d), no person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section are several and not joint.  For purposes of this Section, each person who “controls” a Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Company or the Guarantor within the meaning of either the Securities Act or the Exchange Act, each officer of the Company or the Guarantor who shall have signed the Registration Statement and each director of the Company or the Guarantor shall have the same rights to contribution as the Company or the Guarantor, subject in each case to the applicable terms and conditions of this paragraph (d).

(e)  The provisions of this Section will remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Holder or the Company or the Guarantor or any of the directors, officers, employees, agents or controlling persons referred to in this Section, and will survive the sale by a Holder of Securities or New Securities covered by a Registration Statement.

7.  Underwritten Registrations.  (a)  If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders.

(b)  No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such

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arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8.  No Inconsistent Agreements.  Neither the Company nor the Guarantor has, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to the Company’s securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

9.  Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company and the Guarantor have obtained the written consent of the Holders of at least a majority of the then outstanding aggregate principal amount of Securities (or, after the consummation of any Registered Exchange Offer in accordance with Section 2 hereof, of New Securities); provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company and the Guarantor shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective.  Notwithstanding the foregoing (except the foregoing proviso), (i) a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement and (ii) this Agreement may be amended, qualified, modified or supplemented to cure any ambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement or the Securities or make any other changes herein or therein in a manner which would not adversely affect the interests of the Holders of the Securities.

10.  Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, email (with confirmation of receipt to be promptly provided), telecopier or air courier guaranteeing overnight delivery:

(a)  if to a Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section, which address initially is, with respect to each Holder, the address of such Holder maintained by the registrar under the Indenture, with a copy in like manner to the Representatives.

(b)  if to you, initially at the respective address set forth in the Purchase Agreement;

(c)  if to the Company, initially at its address set forth in the Purchase Agreement; and

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(d)  if to the Guarantor, initially at its address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers, the Company or the Guarantor by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

11.  Successors.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company or the Guarantor thereto, Holders of Securities and the New Securities.  The Company and the Guarantor hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto, provided that such Holder shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement.

12.  Counterparts.  This Agreement may be in signed counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

13.  Headings.  The headings used herein are for convenience only and shall not affect the construction hereof.

14.  Applicable Law.  This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

15.  Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

16.  Securities Held by the Company and its Affiliates.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates shall be disregarded and deemed not to be outstanding in determining whether such consent or approval was given by the Holders of such required percentage.

17.  Agent for Service; Submission to Jurisdiction; Waiver of Immunities.  The Company and the Guarantor hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Guarantor waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and the Guarantor agrees that final judgment in any such suit, action

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or proceeding brought in such court shall be conclusive and binding upon the Company and the Guarantor, as applicable, and may be enforced in any court to the jurisdiction of which Company and the Guarantor, as applicable, is subject by a suit upon such judgment. The Company and the Guarantor irrevocably appoint Corporation Service Company, located at 1180 Avenue of the Americas, Suite 210, New York, NY 10036, United States, as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding, and agree that service of process upon such authorized agent, and written notice of such service to the Company or the Guarantor, as the case may be, by the person serving the same to the address provided in this Section 17, shall be deemed in every respect effective service of process upon  the Company and the Guarantor, as applicable, in any such suit or proceeding.  The Company and the Guarantor hereby represent and warrant that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process.  The Company and the Guarantor further agree to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect so long as any of the Securities shall be outstanding and have not been exchanged for Registered Securities.  To the extent that the Company and the Initial Guarantor or any of their assets or revenues may have or may hereafter become entitled to, or have attributed to such person, any right of immunity, on the ground of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of such person, or any other matter under or arising out of or in connection with this Agreement, such person hereby irrevocably and unconditionally waives or will waive such right to the extent permitted by law, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.

18.Waiver of Right to Trial by Jury. Each of the parties hereby expressly waives, to the fullest extent permitted by applicable law, any right to trial by jury of any claim, demand, action or cause of action arising under this Agreement or in any way connected with or related or incidental to the dealings of any of the parties with respect to this Agreement whether now existing or hereafter arising, and whether founded in contract or tort or otherwise; and each of the parties agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury, and that any of the parties may file an original counterpart or a copy of this Section 18 with any court as written evidence of the consent of the signatories hereto to the waiver of their right to trial by jury.

19.Judgment Currency. Each of the Company and the Guarantor agree to, jointly and severally, indemnify each Initial Purchaser, its officers, partners, members, directors, its affiliates, its selling agents and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Initial Purchaser agrees to indemnify the Company and the Guarantor and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred, as incurred, as a result of any

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judgment being given in connection with this Agreement for which indemnification is provided by any such person and any such judgment or order being paid in a currency (the “Judgment Currency”) other than U.S. dollars as a result of any variation between (i) the spot rate of exchange in New York at which the Judgment Currency would have been convertible into U.S. dollars as of the date such judgment or order is entered and (ii) the spot rate of exchange at which the indemnified party is first able to purchase U.S. dollars with the amount of Judgment Currency actually received by the indemnified party. The foregoing indemnity shall constitute a separate and independent, several and not joint, obligation of each of the Company and the Guarantor and each Initial Purchaser, and shall continue in full force and effect notwithstanding any such judgment or order. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion of, the relevant currency.

[signature pages follow]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantor and the several Initial Purchasers.

Very truly yours,
SUZANO AUSTRIA GMBH
By:	/s/ Marcelo Feriozzi Bacci
	Name:	Marcelo Feriozzi Bacci
	Title:	Managing Director
By:	/s/ Carlos Anibal Almeida
	Name:	Carlos Anibal Almeida
	Title:	Managing Director
SUZANO PAPEL E CELULOSE S.A.
By:	/s/ Marcelo Feriozzi Bacci
	Name:	Marcelo Feriozzi Bacci
	Title:	Chief Financial Officer
By:	/s/ Carlos Anibal Almeida
	Name:	Carlos Anibal Almeida
	Title:	Executive Officer

[Signature Page to Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written for themselves
and on behalf of the several Initial Purchasers.
BNP PARIBAS SECURITIES CORP.
By:	/s/ Marcelo Delmar
	Name:	Marcelo Delmar
	Title:	Managing Director
J.P. MORGAN SECURITIES LLC
By:	/s/ Ana Silva-Klarish
	Name:	Ana Silva-Klarish
	Title:	Executive Director
MIZUHO SECURITIES USA LLC
By:	/s/ Mark Tuttle
	Name:	Mark Tuttle
	Title:	Managing Director
RABO SECURITIES USA, INC.			RABO SECURITIES USA, INC.
By:	/s/ Kenneth McGrory		By:	/s/ Nader Pasdar
	Name:	Kenneth McGrory		Name:	Nader Pasdar
	Title:	President		Title:	Managing Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Maxim Volkov
	Name:	Maxim Volkov
	Title:	Managing Director

[Signature Page to Registration Rights Agreement]

ANNEX A

Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities.  The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities.  The Company has agreed that,  starting on the Expiration Date (as defined herein) and ending on the close of business 180 days after the Expiration Date it will make this Prospectus available upon request to any Broker-Dealer for use in connection with any such resale.  See “Plan of Distribution.”

ANNEX B

Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities.  See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities.  The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available upon request to any Broker-Dealer for use in connection with any such resale.  In addition, until [     ], 20[·], 90 days after the effectiveness of the registration statement, all dealers effecting transactions in the New Securities may be required to deliver a prospectus.

The Company will not receive any proceeds from any sale of New Securities by Brokers-Dealers.  New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices.  Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities.  Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.  The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal.  The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act.

If applicable, add information required by Regulation S-K Items 507 and/or 508. S-K 502(b) legend must appear on the back cover.

ANNEX D

Rider A

o	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
	Name:
	Address:

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged  in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities.  If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

EX-4.2

Exhibit 4.2

SUZANO AUSTRIA GMBH

U.S.$1,000,000,000

5.000% SENIOR UNSECURED NOTES DUE 2030

GUARANTEED BY

SUZANO S.A.

REGISTRATION RIGHTS AGREEMENT

New York, New York

May 29, 2019

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, NY 10019

BofA Securities, Inc.

One Bryant Park

New York, NY 10036

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Mizuho Securities USA LLC

320 Park Avenue

New York, New York 10022

Rabo Securities USA, Inc.

245 Park Avenue

New York, New York 10167

Scotia Capital (USA) Inc.

250 Vesey St.

New York, NY 10281

As Representatives of the Several Initial Purchasers

Dear Sirs:

Suzano Austria GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Republic of Austria (“Austria”) registered in the

company register (Firmenbuch) under FN 62444 f (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 21, 2019 (the “Purchase Agreement”), its U.S.$1,000,000,000 5.000% Senior Unsecured Notes due 2030 (the “Notes”) relating to the initial placement of the Securities (the “Initial Placement”), which Securities shall be unconditionally guaranteed (the “Guarantee”, and together with the Notes, the “Securities”) by Suzano S.A. (the “Guarantor”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company and the Guarantor agree with you for your benefit and the benefit of the holders, from time to time, of the Securities (including the Initial Purchasers) (each a “Holder” and, together, the “Holders”), as follows:

1.  Definitions.  Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning set out in Rule 405 of the Act.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean each day which is neither a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or required by law or executive order to be closed.

“Commission” shall mean the United States Securities and Exchange Commission.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer Prospectus” shall mean the prospectus included in the Exchange Offer Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein.

“Exchange Offer Registration Period” shall mean the period between the issuance of the Securities and the date on which the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, becomes effective, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Company on an appropriate form under the Securities Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto,

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in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that  it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company).

“Guarantee” shall have the meaning set forth in the preamble hereto.

“Guarantor” shall have the meaning set forth in the preamble hereto.

“Holder” shall have the meaning set forth in the preamble hereto.

“Indenture” shall mean the Indenture relating to the Securities, dated as of May 29, 2019, between the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee, registrar, paying agent and transfer agent as the same may be amended from time to time in accordance with the terms thereof.

“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchasers” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering.

“New Securities” shall mean debt securities of the Company identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate), including the Guarantee, to be issued under the Indenture or the New Securities Indenture.

“New Securities Indenture” shall mean an indenture between the Company, the Guarantor and the New Securities Trustee, identical in all material respects to the Indenture (except that the interest rate step-up provisions will be modified or eliminated, as appropriate).

“New Securities Trustee” shall mean a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture.

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to

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the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer and are able to able to make certain representations, in exchange for the Securities, a like aggregate principal amount of the New Securities.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” has the meaning set forth in Section 3(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2.  Registered Exchange Offer.  (a)  To the extent not prohibited by any applicable law or applicable interpretations of the Commission, the Company shall, and the Guarantor shall cause the Company to, prepare and file with (or confidentially submit to) the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act by December 31, 2019.

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(b)  Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall, and the Guarantor shall cause the Company to, promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Securities Act.

(c)  In connection with the Registered Exchange Offer, the Company shall, and the Guarantor shall cause the Company to:

(i)  mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii)  keep the Registered Exchange Offer open for not less than 20 Business Days (or, longer if required by applicable law);

(iii)  use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required, under the Securities Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv)  permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open; and

(v)  comply in all respects with all applicable laws.

(d)  As soon as practicable after the close of the Registered Exchange Offer, the Company shall, and the Guarantor shall cause the Company to:

(i)  accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii)  deliver to the Trustee for cancelation in accordance with Section 4(s) hereof all Securities so accepted for exchange; and

(iii)  cause the New Securities Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

(e)  Each Holder hereby acknowledges and agrees that any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital

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Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters and (y) must comply with the prospectus delivery requirement of the Securities Act in connection with any secondary resale transaction which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates.  Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that, at the time of the consummation of the Registered Exchange Offer:

(i)  any New Securities received by such Holder will be acquired in the ordinary course of business;

(ii)  such Holder will have no arrangement or understanding with any person to participate in the “distribution” of the Securities or the New Securities within the meaning of the Securities Act; and

(iii)  such Holder is not an Affiliate of the Company or if it is an Affiliate, such Holder will comply with the registration and Prospectus delivery requirements of the Securities Act to the extent applicable.

(f)  If, prior to the consummation of the Registered Exchange Offer, any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall, and the Guarantor shall cause the Company to, issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities.  The Company shall use its commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.

3.  Shelf Registration.  (a)  If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company and the Guarantor determine upon advice of their counsel that the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated by December 31, 2019; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a

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Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall, and the Guarantor shall cause the Company to, effect a Shelf Registration Statement in accordance with subsection (b) below.

(b) (i)  The Company shall, and the Guarantor shall cause the Company to, as promptly as practicable, file with (or confidentially submit to) the Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii)  The Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of three years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”); provided that the Company and the Guarantor may, for a period of up to 60 days in any three-month period, not to exceed 90 days in any twelve-month period, suspend the use of the Prospectus contained in the Shelf Registration Statement if the Board of Directors of the Guarantor reasonably determines that the Shelf Registration Statement is not usable under circumstances relating to corporate developments, public filings with the Commission and similar events.

4.  Additional Registration Procedures.  In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a)  The Company shall, and the Guarantor shall cause the Company to:

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(i)  furnish to you, at a reasonable time prior to the filing thereof with (or confidential submission thereof to) the Commission a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing (or confidential submission)) and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments deemed necessary by your counsel;

(ii)  include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii)  if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and

(iv)  in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b)  The Company and the Guarantor shall use their commercially reasonable efforts to ensure that:

(i)  any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Securities Act, the Exchange Act and the rules and the respective regulations thereunder;

(ii)  any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that neither the Company nor the Guarantor will be liable for written information furnished to the Company or the Guarantor by or on behalf of any Holder or Initial Purchaser specifically for inclusion therein; and

(iii)  any Prospectus forming part of any Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Company nor the Guarantor will be liable for written information furnished to the Company or the Guarantor by or on behalf of any Holder or Initial Purchaser specifically for inclusion therein.

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(c)  The Company shall, and the Guarantor shall cause the Company to, advise you, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Company a telephone or facsimile number and address, or e-mail address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii) through (v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension):

(i)  when a Registration Statement and any amendment thereto has been filed with (or confidentially submitted to) the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii)  of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii)  of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv)  of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

(v)  of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d)  The Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time.

(e)  The Company shall, and the Guarantor shall cause the Company to, furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(f)  The Company shall, and the Guarantor shall cause the Company to, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request.  The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

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(g)  The Company shall, and the Guarantor shall cause the Company to, furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h)  The Company shall, and the Guarantor shall cause the Company to, promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such person may reasonably request.  The Company consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i)  Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Company shall, and the Guarantor shall cause the Company to, arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request provided, however, that in no event shall the Company or the Guarantor be obligated (x) to qualify to do business in any jurisdiction where it is not then so qualified; (y) to take any action that would subject it to service of process in suits or to taxation, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject; or (z) to make any changes to each of its charter or bylaws or similar organizational documents or shareholders’ agreement.

(j)  The Company shall, and the Guarantor shall cause the Company to, cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request.

(k)  Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Company shall, and the Guarantor shall cause the Company to, promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  In such circumstances, if the Company notifies the Initial Purchasers, the Holders of the Securities and any known participating Broker-Dealer in accordance with paragraphs (c) (i) through (v) of Section 4 above to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made,

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then the Initial Purchasers, the Holders of the Securities and any such participating Broker-Dealers shall suspend use of such Prospectus and the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 and the Shelf Registration Statement provided for in Section 3(b) shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section.

(l)  Not later than the effective date of any Registration Statement, the Company shall, and the Guarantor shall cause the Company to, provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company.

(m)  The Company shall, and the Guarantor shall cause the Company to, comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (it being understood that the Issuer may satisfy its obligations under this clause through the filing of its annual report on Form 20-F after such effective date).

(n)  The Company shall, and the Guarantor shall cause the Company to, cause the Indenture or the New Securities Indenture, as the case may be, to be qualified under the Trust Indenture Act in a timely manner.

(o)  The Company may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such Securities as the Company may from time to time reasonably require for inclusion in such Registration Statement.  The Company may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(p)  In the case of any Shelf Registration Statement, the Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to enter into such agreements (including if requested an underwriting agreement in customary form) and take all other necessary actions in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any) with respect to all parties to be indemnified pursuant to Section 6.

(q)  In the case of any Shelf Registration Statement, the Company and the Guarantor shall, and the Guarantor shall cause the Company to:

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(i)  make available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company or of the Guarantor and its subsidiaries as shall be necessary to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that any information that is designated by the Company or the Guarantor, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent until such time as (A) such information becomes public (whether by virtue of its inclusion or incorporation by reference in such registration statement or otherwise) or (B) such person shall be requested or required (in writing, by law, regulation or interrogatory, request for information or documents, court order, subpoena, deposition, administrative proceeding, inspection, audit, civil investigative demand or other legal, governmental or regulatory process) to disclose any (provided that to the extent permitted by law, rule and regulation and reasonably practicable, such person shall notify the Issuer of any such request or requirement so that the Issuer may seek, at the Issuer’s expense, a protective order or other appropriate remedy. In the absence of a protective order, other remedy or waiver by the Issuer, such person may disclose such confidential information if it determines in good faith that it is required to do so);

(ii)  cause the Company or the Guarantor’s officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated by the Company or the Guarantor, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent until such time as (A) such information becomes public (whether by virtue of its inclusion or incorporation by reference in such registration statement or otherwise) or (B) such person shall be requested or required (in writing, by law, regulation or interrogatory, request for information or documents, court order, subpoena, deposition, administrative proceeding, inspection, audit, civil investigative demand or other legal, governmental or regulatory process) to disclose any (provided that to the extent permitted by law, rule and regulation and reasonably practicable, such person shall notify the Issuer of any such request or requirement so that the Issuer may seek, at the Issuer’s expense, a protective order or other appropriate remedy. In the absence of a protective order, other remedy or waiver by the Issuer, such person may disclose such confidential information if it determines in good faith that it is required to do so);

(iii)  make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv)  obtain opinions of counsel to the Company and the Guarantor and updates thereof, which counsel and opinions (in form, scope and substance) shall be reasonably

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satisfactory to the managing underwriters (if any), or in the event there are no managing underwriters, the selling Holders of at least a majority in aggregate principal amount of the Securities registered thereunder at the time outstanding, addressed to the managing underwriters (if any) or such Electing Holder or Electing Holders and dated the effective date of such Shelf Registration Statement concerning such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested;

(v)  obtain comfort letters and updates thereof from the independent certified public accountants of the Company and the Guarantor, addressed to managing underwriters (if any), or in the event there are no managing underwriters, use reasonable efforts to have such letters addressed to the selling Holders of Securities registered thereunder, in customary form and covering matters of the type customarily covered in comfort letters issued in connection with primary underwritten offerings; provided that the Company’s independent public accountants may require that the addressees of such comfort letters provide representation letters in customary form and covering matters of the type customarily covered in representation letters issued in connection with such offerings; and

(vi)  deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantor.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall be performed at (a) the effectiveness of such Registration Statement, (b) each closing under any underwriting or similar agreement as and to the extent required thereunder and (c) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus.

(r)  If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other person as directed by the Company) in exchange for the New Securities, the Company shall, and the Guarantor shall cause the Company to, mark, or cause to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the New Securities.  In no event shall the Securities be marked as paid or otherwise satisfied.

(s)  The Company will, and the Guarantor shall cause the Company to, use its reasonable best efforts if the Securities have been rated prior to the initial sale of such Securities, to confirm that the Securities or the New Securities, as the case may be, covered by a Registration Statement, will be rated.

(t)  In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the

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distribution” (within the meaning of the Rules of Fair Practice and the By-Laws of the Financial Industry Regulatory Authority, Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company shall, and the Guarantor shall cause the Company to, assist such Broker-Dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by:

(i)  if such Rules or By-Laws shall so require, engaging a “qualified independent underwriter” (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities;

(ii)  indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof; and

(iii)  providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Rules.

(u)  The Company shall, and the Guarantor shall cause the Company to, use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement.

5.  Registration Expenses.  The Company and the Guarantor shall, jointly and severally, bear all expenses (other than underwriting discounts and commissions) incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith.

6.  Indemnification and Contribution.  (a)  The Company and the Guarantor agree to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each person who controls any such Holder within the meaning of Section 15 of the Securities Act or Section 20 of Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, taken together with any Free Writing Prospectus or any “issuer information” filed or required to be

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filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Company nor the Guarantor will be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company or the Guarantor by or on behalf of any such Holder or Initial Purchaser specifically for inclusion therein.  This indemnity agreement will be in addition to any liability which the Company or Guarantor may otherwise have.

The Company and the Guarantor also agree to indemnify or contribute as provided in Section 6(d) to Losses of each underwriter of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees, affiliates or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof.

(b)  Each Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective directors, each of their respective officers who signs such Registration Statement and each person who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of  the Exchange Act, to the same extent as the foregoing indemnity from the Company or the Guarantor to each such Holder, but only with reference to written information relating to such Holder furnished to the Company or the Guarantor by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity.

(c)  Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and only to the extent such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have

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the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)  In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have an obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser or any subsequent Holder of any Security or New Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses.  If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.  Benefits received by the Company and the Guarantor shall be deemed to be equal to the sum of (x) the net proceeds set forth in the Final Memorandum under the caption “Use of Proceeds” and (y) the total amount of additional interest which the Company or the Guarantor was not required to pay as a result of registering the securities covered by the Registration Statement which resulted in such Losses.  Benefits received by the Initial Purchasers shall be deemed to be equal to the difference between the issue price of the Securities as set forth on the cover of the Final Memorandum and the amount paid for the Securities by the Initial Purchasers as set forth in the Purchase Agreement. Benefits

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received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses.  Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above.  The amount paid or payable by an indemnifying party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 6(d) shall be deemed to include, for purposes of this Section 6(d), any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this paragraph (d), no person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section are several and not joint.  For purposes of this Section, each person who “controls” a Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Company or the Guarantor within the meaning of either the Securities Act or the Exchange Act, each officer of the Company or the Guarantor who shall have signed the Registration Statement and each director of the Company or the Guarantor shall have the same rights to contribution as the Company or the Guarantor, subject in each case to the applicable terms and conditions of this paragraph (d).

(e)  The provisions of this Section will remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Holder or the Company or the Guarantor or any of the directors, officers, employees, agents or controlling persons referred to in this Section, and will survive the sale by a Holder of Securities or New Securities covered by a Registration Statement.

7.  Underwritten Registrations.  (a)  If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders.

(b)  No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8.  No Inconsistent Agreements.  Neither the Company nor the Guarantor has, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement

17

with respect to the Company’s securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

9.  Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company and the Guarantor have obtained the written consent of the Holders of at least a majority of the then outstanding aggregate principal amount of Securities (or, after the consummation of any Registered Exchange Offer in accordance with Section 2 hereof, of New Securities); provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company and the Guarantor shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective.  Notwithstanding the foregoing (except the foregoing proviso), (i) a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement and (ii) this Agreement may be amended, qualified, modified or supplemented to cure any ambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement or the Securities or make any other changes herein or therein in a manner which would not adversely affect the interests of the Holders of the Securities.

10.  Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, email (with confirmation of receipt to be promptly provided), telecopier or air courier guaranteeing overnight delivery:

(a)  if to a Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section, which address initially is, with respect to each Holder, the address of such Holder maintained by the registrar under the Indenture, with a copy in like manner to the Representatives.

(b)  if to you, initially at the respective address set forth in the Purchase Agreement;

(c)  if to the Company, initially at its address set forth in the Purchase Agreement; and

(d)  if to the Guarantor, initially at its address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers, the Company or the Guarantor by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

18

11.  Successors.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company or the Guarantor thereto, Holders of Securities and the New Securities.  The Company and the Guarantor hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto, provided that such Holder shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement.

12.  Counterparts.  This Agreement may be in signed counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

13.  Headings.  The headings used herein are for convenience only and shall not affect the construction hereof.

14.  Applicable Law.  This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

15.  Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

16.  Securities Held by the Company and its Affiliates.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates shall be disregarded and deemed not to be outstanding in determining whether such consent or approval was given by the Holders of such required percentage.

17.  Agent for Service; Submission to Jurisdiction; Waiver of Immunities.  The Company and the Guarantor hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Guarantor waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and the Guarantor agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and the Guarantor, as applicable, and may be enforced in any court to the jurisdiction of which Company and the Guarantor, as applicable, is subject by a suit upon such judgment. The Company and the Guarantor irrevocably appoint Corporation Service Company, located at 1180 Avenue of the Americas, Suite 210, New York, NY 10036, United States, as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding, and agree that service of process upon such authorized agent, and written notice of such service to the Company

19

or the Guarantor, as the case may be, by the person serving the same to the address provided in this Section 17, shall be deemed in every respect effective service of process upon  the Company and the Guarantor, as applicable, in any such suit or proceeding.  The Company and the Guarantor hereby represent and warrant that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process.  The Company and the Guarantor further agree to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect so long as any of the Securities shall be outstanding and have not been exchanged for Registered Securities.  To the extent that the Company and the Initial Guarantor or any of their assets or revenues may have or may hereafter become entitled to, or have attributed to such person, any right of immunity, on the ground of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of such person, or any other matter under or arising out of or in connection with this Agreement, such person hereby irrevocably and unconditionally waives or will waive such right to the extent permitted by law, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.

18.Waiver of Right to Trial by Jury.  EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF THE PARTIES WITH RESPECT TO THIS AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH OF THE PARTIES AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY OF THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 18 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

19.Judgment Currency. Each of the Company and the Guarantor agree to, jointly and severally, indemnify each Initial Purchaser, its officers, partners, members, directors, its affiliates, its selling agents and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Initial Purchaser agrees to indemnify the Company and the Guarantor and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred, as incurred, as a result of any judgment being given in connection with this Agreement for which indemnification is provided by any such person and any such judgment or order being paid in a currency (the “Judgment Currency”) other than U.S. dollars as a result of any variation between (i) the spot rate of exchange in New York at which the Judgment Currency would have been convertible into U.S.

20

dollars as of the date such judgment or order is entered and (ii) the spot rate of exchange at which the indemnified party is first able to purchase U.S. dollars with the amount of Judgment Currency actually received by the indemnified party. The foregoing indemnity shall constitute a separate and independent, several and not joint, obligation of each of the Company and the Guarantor and each Initial Purchaser, and shall continue in full force and effect notwithstanding any such judgment or order. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion of, the relevant currency.

[signature pages follow]

21

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantor and the several Initial Purchasers.

Very truly yours,
SUZANO AUSTRIA GMBH
By:	/s/ Marcelo Feriozzi Bacci
	Name:	Marcelo Feriozzi Bacci
	Title:	Managing Director
By:	/s/ Carlos Anibal Almeida
	Name:		Carlos Anibal Almeida
	Title:		Managing Director
SUZANO S.A.
By:	/s/ Marcelo Feriozzi Bacci
	Name:		Marcelo Feriozzi Bacci
	Title:		Chief Financial and Investor Relations Officer
By:	/s/ Carlos Anibal Almeida
	Name:		Carlos Anibal Almeida
	Title:		Executive Officer

[Signature Page to Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written for themselves
and on behalf of the several Initial Purchasers.
BNP PARIBAS SECURITIES CORP.
By:		/s/ Andre Silva
		Name:		Andre Silva
		Title:		Managing Director
BOFA SECURITIES, INC.
By:		/s/ Maxim Volkov
		Name:		Maxim Volkov
		Title:		Managing Director
J.P. MORGAN SECURITIES LLC
By:		/s/ Ana Silva-Klarish
		Name:		Ana Silva-Klarish
		Title:		Executive Director
MIZUHO SECURITIES USA LLC
By:		/s/ Mark A. Tuttle
		Name:		Mark Tuttle
		Title:		Managing Director
RABO SECURITIES USA, INC.
By:	/s/ Christopher F. Kittel
	Name:		Christopher F. Kittel
	Title:		Chief Compliance Officer
By:	/s/ Kenneth McGrory
	Name:		Kenneth McGrory
	Title:		President

[Signature Page to Registration Rights Agreement]

SCOTIA CAPITAL (USA) INC.
By:	/s/ Paul McKeown
	Name:	Paul McKeown
	Title:	Managing Director & Head

[Signature Page to Registration Rights Agreement]

ANNEX A

Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities.  The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities.  The Company has agreed that,  starting on the Expiration Date (as defined herein) and ending on the close of business 180 days after the Expiration Date it will make this Prospectus available upon request to any Broker-Dealer for use in connection with any such resale.  See “Plan of Distribution.”

ANNEX B

Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities.  See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities.  The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available upon request to any Broker-Dealer for use in connection with any such resale.  In addition, until [     ], 20[·], 90 days after the effectiveness of the registration statement, all dealers effecting transactions in the New Securities may be required to deliver a prospectus.

The Company will not receive any proceeds from any sale of New Securities by Brokers-Dealers.  New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices.  Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities.  Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.  The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal.  The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act.

If applicable, add information required by Regulation S-K Items 507 and/or 508. S-K 502(b) legend must appear on the back cover.

ANNEX D

Rider A

o	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
	Name:
	Address:

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged  in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities.  If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

EX-4.3

Exhibit 4.3

DATED AS OF SEPTEMBER 20, 2018

SUZANO AUSTRIA GMBH
AS ISSUER

SUZANO PAPEL E CELULOSE S.A.
AS GUARANTOR

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS

AS TRUSTEE, REGISTRAR, PAYING AGENT AND TRANSFER AGENT

INDENTURE

U.S.$1,000,000,000
6.000% SENIOR NOTES DUE JANUARY 15, 2029

WARNING

The taking of this document or any certified copy thereof or any document which confirms or refers to this document or any document constituting substitute documentation thereof (each a “Stamp Duty Sensitive Document”) into the Republic of Austria as well as printing out any e-mail communication which confirms or refers to any Stamp Duty Sensitive Document or to which a copy, a pdf-scan or any other scan of any Stamp Duty Sensitive Document is attached in the Republic of Austria and sending any e-mail communication carrying a signature (whether digitally, manuscript or otherwise technically reproduced) which confirms or refers to any Stamp Duty Sensitive Document or to which a copy, a pdf-scan or any other scan of any Stamp Duty Sensitive Document is attached to or from an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed confirmations thereof or references thereto and any document constituting substitute documentation thereof outside of the Republic of Austria and do not (i) print out any e-mail communication which confirms or refers to any Stamp Duty Sensitive Document or to which a copy, a pdf-scan or any other scan of any Stamp Duty Sensitive Document is attached in the Republic of Austria and (ii) send any e-mail communication carrying a signature (whether digitally, manuscript or otherwise technically reproduced) which confirms or refers to any Stamp Duty Sensitive Document or to which a copy, a pdf-scan or any other scan of any Stamp Duty Sensitive Document is attached to or from an Austrian addressee.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01	Definitions	1
Section 1.02	Incorporation by Reference of Trust Indenture Act	12
Section 1.03	Rules of Construction	12
ARTICLE II THE SECURITIES		13
Section 2.01	Form and Dating	13
Section 2.02	Execution and Authentication	13
Section 2.03	Registrar and Paying Agent	14
Section 2.04	Paying Agent to Hold Money in Trust	14
Section 2.05	Securityholder Lists	15
Section 2.06	Transfer and Exchange	15
Section 2.07	Replacement Securities	18
Section 2.08	Outstanding Securities	18
Section 2.09	Temporary Securities	19
Section 2.10	Cancellation	19
Section 2.11	CUSIP Numbers and ISINs	19
Section 2.12	Issuance of Additional Securities	19
Section 2.13	Open Market Purchases	19
ARTICLE III OPTIONAL REDEMPTION OF SECURITIES		20
Section 3.01	Optional Redemption	20
Section 3.02	Special Mandatory Redemption	22
Section 3.03	Notice of Redemption	22
Section 3.04	Securities Payable on Redemption Date	23
Section 3.05	Sinking Fund Payments	23
ARTICLE IV COVENANTS		23
Section 4.01	Performance of Obligations under the Securities	23
Section 4.02	Reports	23
Section 4.03	Limitation on Transactions with Affiliates	25
Section 4.04	Repurchases at the Option of the Holders Upon Change of Control	26
Section 4.05	Limitation on Liens	28
Section 4.06	Limitation on Sale and Leaseback Transactions	28

i

Section 4.07	Maintenance of Corporate Existence	28
Section 4.08	Maintenance of Properties	28
Section 4.09	Payment of Taxes and Other Claims	28
Section 4.10	Maintenance of Office or Agency in the State of New York	29
Section 4.11	Notices of Certain Events	29
Section 4.12	Luxembourg Listing	29
Section 4.13	Additional Amounts	30
Section 4.14	Payments and Paying Agent	32
Section 4.15	Ranking	32
Section 4.16	Use of Proceeds	32
ARTICLE V CONSOLIDATION, MERGER, OR SALE OF SUBSTANTIALLY ALL ASSETS		33
Section 5.01	Consolidation, Merger or Sale of Substantially All Assets	33
ARTICLE VI DEFAULTS AND REMEDIES		34
Section 6.01	Events of Default	34
Section 6.02	Acceleration	36
Section 6.03	Other Remedies	36
Section 6.04	Rescission/Annulment of Declaration; Waiver of Past Defaults	37
Section 6.05	Control by Majority	37
Section 6.06	Limitation on Suits	37
Section 6.07	Rights of Holders to Receive Payment	38
Section 6.08	Collection Suit by Trustee	38
Section 6.09	Trustee May File Proofs of Claim	38
Section 6.10	Priorities	38
Section 6.11	Undertaking for Costs	39
Section 6.12	Waiver of Stay or Extension Laws	39
ARTICLE VII TRUSTEE		39
Section 7.01	Duties of Trustee	39
Section 7.02	Rights of Trustee	40
Section 7.03	Individual Rights of Trustee	42
Section 7.04	Trustee’s Disclaimer	43
Section 7.05	Notice of Defaults	43
Section 7.06	Compensation and Indemnity	43
Section 7.07	Replacement of Trustee	44
Section 7.08	Successor Trustee by Merger	45

ii

Section 7.09	Eligibility; Disqualification	46
Section 7.10	Preferential Collection of Claims Against Issuer	46
Section 7.11	Appointment of Co-Trustee	46
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE		47
Section 8.01	Satisfaction and Discharge of Liability on Securities	47
Section 8.02	Application of Trust Money	48
Section 8.03	Repayment to Issuer	48
Section 8.04	Defeasance	48
Section 8.05	Reinstatement	49
ARTICLE IX AMENDMENTS		50
Section 9.01	Without Consent of Holders	50
Section 9.02	With Consent of Holders	50
Section 9.03	Substitution of the Issuer	52
Section 9.04	Revocation and Effect of Consents and Waivers	54
Section 9.05	Notation on or Exchange of Securities	54
Section 9.06	Trustee to Sign Amendments	54
ARTICLE X GUARANTEE BY THE COMPANY		55
Section 10.01	Guarantee	55
Section 10.02	Guarantee Unconditional	55
Section 10.03	Termination, Release and Discharge; Reinstatement	56
Section 10.04	Waiver by the Company	56
Section 10.05	Subrogation and Contribution	56
Section 10.06	Stay of Acceleration	57
Section 10.07	Execution and Delivery of Guarantee	57
Section 10.08	Purpose of Guarantee	57
Section 10.09	Central Bank Regulations	57
Section 10.10	Place of performance of Guarantee	57
ARTICLE XI GUARANTEE BY FIBRIA		57
ARTICLE XII MISCELLANEOUS		58
Section 12.01	Notices	58
Section 12.02	Communication by Holders with Other Holders	59
Section 12.03	Certificate and Opinion as to Conditions Precedent	60
Section 12.04	Statements Required in Certificate or Opinion	60
Section 12.05	When Securities Disregarded	60

iii

Section 12.06	Rules by Trustee, Paying Agent and Registrar	60
Section 12.07	Legal Holidays	61
Section 12.08	Governing Law	61
Section 12.09	No Recourse Against Others	61
Section 12.10	Successors	61
Section 12.11	Multiple Originals	61
Section 12.12	Table of Contents; Headings	61
Section 12.13	Consent to Jurisdiction; Appointment of Agent to Accept Service of Process	61
Section 12.14	Waiver of Jury Trial	63
Section 12.15	USA PATRIOT Act	63
Section 12.16	Force Majeure	63

Rule 144A/Regulation S Appendix	PROVISIONS RELATING TO INITIAL SECURITIES
Exhibit 1 to Rule 144A/Regulation S Appendix	FORM OF INITIAL SECURITY
Exhibit 2 to Rule 144A/Regulation S Appendix	FORM OF REGULATION S TRANSFER CERTIFICATE
Exhibit 3 to Rule 144A/Regulation S Appendix	FORM OF RULE 144A TRANSFER CERTIFICATE
Annex A	FORM OF SUPPLEMENTAL INDENTURE

iv

INDENTURE dated as of September 20, 2018 among SUZANO AUSTRIA GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the “Issuer”), SUZANO PAPEL E CELULOSE S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), as a Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”), registrar, paying agent and transfer agent.

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of the Issuer’s U.S.$1,000,000,000 aggregate principal amount of 6.000% Senior Notes due January 15, 2029 (the “Initial Securities”), and any Additional Securities (as defined below):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions.

“Additional Amounts” has the meaning set forth under Section 4.13.

“Additional Securities” means 6.000% Senior Notes due January 15, 2029, having identical terms and conditions as the 2029 Notes (other than the date on which the initial interest accrues from), issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, Section 2.07, or Section 2.09 of this Indenture).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable GAAP” means either (i) generally accepted accounting principles in Brazil, which are based on the Brazilian corporate law, the rules and regulations of the Brazilian securities commission and the accounting standards issued by the Brazilian Institute of Independent Accountants (Institute dos Auditores Independentes do Brasil, IBRACON) (whether or not the Company or any of its Subsidiaries or Affiliates is otherwise subject to such rules) as in effect from time to time, or (ii) International Financial Reporting Standards as in effect from time to time (IFRS).

“Attributable Debt” means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

“Austria” means the Republic of Austria and any branch of power, ministry, department, authority or statutory corporation or other entity (including a trust) owned or controlled directly or indirectly by it or any of the foregoing or created by law as a public entity.

“Brazil” means The Federative Republic of Brazil and any branch of power, ministry, department, authority or statutory corporation or other entity (including a trust) owned or controlled directly or indirectly by it or any of the foregoing or created by law as a public entity.

“Business Day” means any day other than a Saturday, a Sunday or a Legal Holiday.

“Capital Lease” means, with respect to any Person, any lease of any Property which, in conformity with Applicable GAAP, is required to be capitalized on the balance sheet of such Person.

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, including any Preferred Stock, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Central Bank” means the Brazilian Central Bank (Banco Central do Brasil).

“Change of Control” means the consummation of any transaction by which (i) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than a person or group that includes any one or more of the Permitted Holders, becomes after the date hereof the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50.0% of the total voting power of the outstanding Voting Stock of the Company or (ii) (x) the Permitted Holders cease to “beneficially own” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, collectively, at least 50.0% of the total voting power of the outstanding Voting Stock of the Company, (y) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than a person or group that includes any one or more of the Permitted Holders, becomes after the date hereof the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of a greater percentage of the total voting power of the outstanding Voting Stock of the Company than the percentage beneficially owned collectively by the Permitted Holders and (z) the Permitted Holders cease to have, directly or indirectly, the power to direct or cause the direction of the management and policies of the Company.

“Change of Control Offer” means an offer made by the Issuer or the Company, following the occurrence of a Change of Control that results in a Rating Decline, to each Holder to repurchase all or any part of such Holder’s Securities pursuant to Section 4.04.

“Change of Control Payment” means, in connection with the repurchase of a Holder’s Securities pursuant to a Change of Control Offer, the payment by the Issuer or the Guarantors of (i) 101.0% of the aggregate principal amount of such Holder’s Securities repurchased plus accrued and unpaid interest and Additional Amounts, if any, on such Securities, to, but excluding, the date

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of purchase (subject to the right of the Holders of record on the relevant record date to receive interest and Additional Amounts, if any, on the relevant interest payment date).

“Change of Control Payment Date” means, in relation to a Change of Control Offer, the purchase date for the Securities properly tendered as specified in the notice given by the Issuer or the Guarantors pursuant to Section 4.04 in relation to such Change of Control Offer, which date is not more than five Business Days after the Expiration Date.

“Company” means Suzano Papel e Celulose S.A., named as such in the preamble to this Indenture, excluding its Subsidiaries, until a successor replaces it and, thereafter, means the successor.

“Company Guarantee” means the Guarantee of the Securities by the Company pursuant to this Indenture.

“Consolidated Net Tangible Assets” means the total amount of assets of the Company and its Subsidiaries on a consolidated basis, less current liabilities, less depreciation, amortization and depletion, less goodwill, trade names, trademarks, patents and other intangibles, calculated based on the most recent balance sheet for which internal financial statements are available; all calculated in accordance with Applicable GAAP and calculated on a pro forma basis to give effect to any acquisition or disposition of companies, divisions, lines of businesses or operations by the Company and its Subsidiaries subsequent to such date and on or prior to the date of determination.

“Corporate Trust Office” means the principal corporate trust office of the Trustee in New York City, New York, which at Issue Date is Trust and Agency Services, 60 Wall Street, 16th floor, MSNYC60-1630, New York, NY 10005, Attention: Corporates Team — Suzano — 2018, or such other office at such address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (at such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer).

“Debt” means, with respect to any Person, without duplication,

(1)all indebtedness of such Person for borrowed money;

(2)all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade accounts payables to the extent not drawn upon or presented, or, if drawn upon or presented, to the extent the resulting obligation of the Person is paid within 10 Business Days;

(4)all obligations of such Person to pay the deferred and unpaid purchase price of property or services, all conditional sale obligations and all obligations of such person under any title retention agreement, excluding trade payables arising in the ordinary course of business;

(5)all obligations of such Person as lessee under Capital Leases;

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(6)all Debt of other Persons guaranteed by such Person to the extent so guaranteed;

(7)all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person;

(8)all obligations of such Person under Hedging Agreements;

(9)all Disqualified Equity Interests issued by such Person, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends; and

(10)all Preferred Stock issued by a Subsidiary of such Person, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person.

The amount of Debt of any Person will be deemed to be:

(A)with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(B)with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

(C)with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

(D)with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and

(E)otherwise, the outstanding principal amount thereof.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means, with respect to the Securities issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated in Section 2.03 hereof as Depositary by the Issuer pursuant to this Indenture, until a successor shall have been appointed and become such and, thereafter, “Depositary” shall mean or include such Person.

“Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are:

(1)required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the Securities for consideration other than Qualified Equity Interests, or

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(2)convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon a Change of Control occurring prior to the Stated Maturity of the Securities if those provisions:

(A)are no more favorable to the holders than Section 4.04 hereof; and

(B)specifically state that repurchase or redemption pursuant thereto will not be required prior to the Issuer’s repurchase of the Securities as required by this Indenture.

“Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“DTC” means The Depository Trust Company.

“Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into equity.

“Event of Default” has the meaning set forth under Section 6.01.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Expiration Date” has the meaning set forth under Section 4(b)(ii).

“Fibria” means Fibria Celulose S.A., a publicly held corporation (sociedade anônima de capital aberto) organized under the laws of the Federative Republic of Brazil.

“Fibria Guarantee” means the Guarantee of the Securities by Fibria, following consummation of the Merger.

“Final Maturity Date” means January 15, 2029.

“Fitch” means Fitch Ratings Inc. and its successors.

“Global Security” means any Security issued in fully-registered global form to DTC (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form of Exhibit 1, with appropriate legends as specified in Section 2.3 of the Appendix and Exhibit 1.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the

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payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means the Company, and, upon the effectiveness of the Fibria Guarantee, Fibria.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices.

“Hedging Obligations” means the obligations of any Person pursuant to any Hedging Agreement.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.

“Indenture” means this Indenture, as it may be amended or supplemented from time to time in accordance with the applicable terms hereof.

“Initial Securities” has the meaning set forth in the preamble to this Indenture.

“Interest Payment Date” means January 15 and July 15, commencing on January 15, 2019.

“Investment Grade Rating” means “BBB-” or higher by S&P, “Baa3” or higher by Moody’s or “BBB-” or higher by Fitch, or the equivalent of such global ratings by S&P, Moody’s or Fitch.

“Issue Date” means September 20, 2018.

“Issuer” means Suzano Austria GmbH, named as such in the preamble to this Indenture, excluding its Subsidiaries, until a successor replaces it and, thereafter, means the successor.

“Issuer Order” means a written request or order signed in the name of the Issuer or the Company by two Officers of Issuer or the Company, as applicable, and delivered to the Trustee.

“Legal Holiday” means a day on which banking institutions are not required by law to be open in the State of New York or São Paulo, Brazil.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease).

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of either the Issuer or the Company to perform any of its obligations under this Indenture.

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“Merger” means the corporate reorganization that will result in the ownership by Suzano of Fibria, pursuant to the Voting Agreement.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Offering Memorandum” means the final offering memorandum for the U.S.$1,000,000,000 6.000% Notes due January 15, 2029 of the Issuer, dated September 17, 2018.

“Officer” means (i) with respect to the Issuer, any director or authorized representative of the Issuer and (ii) with respect to the Company or any Subsidiary, any authorized representative of the Company or any Subsidiary including any of the president, vice president, executive officer, financial officer or general counsel of the Company or any Subsidiary, as the case may be.

“Officer’s Certificate” means a certificate signed by an Officer of the Issuer or a Guarantor, as applicable.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Issuer or a Guarantor, as applicable (except as otherwise provided in this Indenture), as reasonably acceptable to the Trustee.

“Outstanding Securities” has the meaning set forth under Section 2.08.

“Paying Agent” has the meaning set forth under Section 2.03.

“Permitted Holders” means (i) Suzano Holding S.A. or any Affiliate thereof, David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Lisabeth S. Sander, Janet Guper, André Guper, Pedro Noah Hornett Guper and Ian Baruch Hornett Guper, or any of their respective successors, or (ii) an entity that is directly or indirectly controlled by one or more of the Persons listed in clause (i).

“Permitted Liens” means:

(1)any Lien existing on the date of this Indenture, and any extension, renewal or replacement thereof or of any Lien in clauses (2) or (3) below; provided, however, that the total amount of Debt so secured is not increased plus any fees and expenses in connection with such extension, renewal or replacement;

(2)any Lien on any property or assets (including Capital Stock of any person) securing Debt incurred solely for purposes of financing the acquisition, construction or improvement of such property or assets after the date of this Indenture; provided that (a) the aggregate principal amount of Debt secured by the Liens will not exceed (but may be less than) 130% of the cost (i.e., purchase price) of the property or assets so acquired, constructed or improved and (b) the Lien is incurred before, or within 365 days after the completion of, such acquisition, construction or improvement and does not encumber any other property or assets of the Company or any of its Subsidiaries; and provided, further, that to the extent that the property or asset acquired is Capital Stock, the Lien also may encumber other property or assets of the person so acquired;

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(3)any Lien securing Debt incurred for the purpose of financing all or part of the cost of the acquisition, construction or development of a project; provided that the lenders of such Debt expressly agree to limit their recourse in respect of such Debt to assets (including Capital Stock of the project entity) and/or revenues of such project with an aggregate value of not more than the amount of such Debt; and provided, further, that the Lien is incurred before, or within 365 days after the completion of, that acquisition, construction or development and does not apply to any other property or assets of the Company or any Subsidiary;

(4)any Lien existing on any property or assets of any person before that person’s acquisition (in whole or in part) by, merger into or consolidation with the Company or any of its Subsidiaries after the date of this Indenture; provided that the Lien is not created in contemplation of or in connection with such acquisition, merger or consolidation;

(5)any Lien in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of the Company or any of its Subsidiaries in the ordinary course of business;

(6)any Liens granted to secure borrowings from, directly or indirectly, (a) Banco Nacional de Desenvolvimento Econômico e Social — BNDES (including borrowings from any Brazilian governmental bank with funds provided by Brazilian regional funds including Financiadora de Estudos e Projetos — FINEP, Fundo de Desenvolvimento do Nordeste — FDNE, Banco do Nordeste do Brasil and Fundo de Desenvolvimento do Centro Oeste — FCO), or any other Brazilian governmental development bank or credit agency or (b) any international or multilateral development bank or government-sponsored agency, export-import bank or official export-import credit insurer;

(7)any pledge or deposit made in connection with workers’ compensation, unemployment insurance or other similar social security legislation, any deposit to secure appeal bonds, judicial deposits or other similar guarantees in proceedings being contested in good faith to which the Company or any Subsidiary is a party, good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any its Subsidiaries is a party or deposits for the payment of rent, in each case made in the ordinary course of business;

(8)any Lien imposed by law that was incurred in the ordinary course of business, including, without limitation, carriers’, warehousemen’s and mechanics’ liens and other similar encumbrances arising in the ordinary course of business, in each case for sums not yet due or being contested in good faith by appropriate proceedings;

(9)any rights of set-off of any Person with respect to any deposit account of the Company or any of its Subsidiaries arising in the ordinary course of business;

(10)any Lien on cash or cash equivalents securing Hedging Agreements or other similar transactions in the ordinary course of business;

(11)any Lien securing taxes, assessments and other governmental charges, the payment of which are not yet due or are being contested in good faith by appropriate proceedings and for

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which such reserves or other appropriate provisions, if any, have been established as required by Applicable GAAP;

(12)any Liens on the receivables of the Company or any of its Subsidiaries securing the obligations of such Person under any line of credit or working capital facility; provided that the aggregate amount of receivables securing Debt shall not exceed 80.0% of the Company’s and its Subsidiaries’ aggregate outstanding receivables from time to time; and

(13)in addition to the foregoing Liens set forth in clauses (1) through (12) above, Liens securing Debt of the Company or any of its Subsidiaries which do not in aggregate principal amount, at any time of determination, exceed 17.0% of the Company’s Consolidated Net Tangible Assets (the “General Liens Basket”).

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights over any other Capital Stock of such Person with respect to dividends, distributions or redemptions or upon liquidation.

“Process Agent” has the meaning set forth for such term in Section 12.13(b).

“Property” means (i) any land, buildings, machinery and other improvements and equipment located therein, (ii) any intangible assets, including, without limitation, any brand names, trademarks, copyrights and patents and similar rights and (iii) any income (licensing or otherwise), proceeds of sale or other revenues therefrom.

“Protected Purchaser” means a purchaser of a Security, or of an interest therein, who (a) gives value, (b) does not have notice of any adverse claim to the Security, and (c) obtains control of the Security.

“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Rating Agency” means S&P, Fitch or Moody’s; or if S&P, Fitch or Moody’s are not making rating of the Securities publicly available, an internationally recognized U.S. rating agency or agencies, as the case may be, selected by the Issuer, which will be substituted for S&P, Fitch or Moody’s, as the case may be.

“Rating Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible down grade by either Rating Agency) after the earlier of the date of public notice of a Change of Control and of the Issuer’s intention or that of any Person to effect a Change of Control, (i) in the event the Securities are assigned an Investment Grade Rating by at least two of the Rating Agencies prior to such public notice, the rating of the Securities by at least two of the Rating Agencies shall be below an Investment Grade Rating; or (ii) in the event the Securities are not assigned an Investment Grade Rating by at least two of the Rating Agencies prior to such public notice, the

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rating of the Securities by at least two of the Rating Agencies shall be decreased by one or more categories; provided that there shall be no Rating Decline to the extent the Securities continue to have an Investment Grade Rating by at least one of the Rating Agencies.

“Redemption Date” means, with respect to any redemption of Securities, the date fixed for such redemption pursuant to this Indenture and the Securities.

“Registrar” has the meaning set forth under Section 2.03.

“Relevant Date” has the meaning set forth under Section 4.13(c).

“Relevant Taxing Jurisdiction” has the meaning set forth under Section 4.13(a).

“Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its successors.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities” means the Initial Securities and any Additional Securities issued under this Indenture.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Security Register” means a register of Securities kept at the corporate trust office of the Registrar.

“Significant Subsidiary” of any Person means any Subsidiary of the Company, or any group of Subsidiaries, if taken together as a single entity, that would be a “significant subsidiary” of such Person within the meaning of Rule 1-02 under Regulation S-X promulgated pursuant to the Securities Act.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

“Subsidiary” means with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which more than 50.0% of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more Subsidiaries of such Person (or a combination thereof).

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“TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. Notwithstanding the foregoing definition, this Indenture shall not be governed by, or subject to the TIA.

“Transfer Agent” means each of the transfer agents identified in the preamble to this Indenture, until replaced by a successor and, thereafter, means the successor, and any other transfer agent appointed by the Issuer or the Company to act as such.

“Transfer Restricted Securities” means Securities that bear or are required to bear the Restricted Securities Legend (as defined in Section 2.1(6) of the Appendix).

“Trust Officer” means any officer in the corporate trust department of the Trustee having direct responsibility for the administration of this Indenture, or any other officer to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it and, thereafter, means the successor.

“United States” or “U.S.” means the United States of America.

“USA PATRIOT Act” means the Uniting and Strengthening America by Protecting Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“U.S. Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978, as amended, and codified as 11 U.S.C. §§101 et seq.

“U.S. Dollars” or “U.S.$” each mean the currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the U.S. as in effect from time to time.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States or by any agent or instrumentality thereof; provided that the full faith and credit of the United States is pledged in support thereof.

“Voting Agreement” means the Commitment of Vote and Assumption of Obligations (Compromisso de Voto e Assunção de Obrigações) by and between, on one side, Suzano Holding S.A., David Feffer, Daniel Feffer, Jorge Feffer, And Ruben Feffer, and on the other side, Votorantim S.A. and BNDES Participações S.A. — BNDESPAR and, as an agent, Suzano Papel e Celulose S.A., dated as of March 15, 2018.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

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“Wholly-Owned Subsidiary” means a Subsidiary of which at least 95.0% of the Capital Stock (other than directors’ qualifying shares) is directly or indirectly owned by the Company.

Section 1.02Incorporation by Reference of Trust Indenture Act. The following TIA terms have the following meanings:

“Commission” means the SEC;

“indenture securities” means the Securities and any Guarantees;

“indenture security holder” means a Securityholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Securities and the Guarantees, respectively, means the Issuer and the Guarantors, respectively, and any successor obligor on the Securities and the Guarantees, respectively.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

Section 1.03Rules of Construction.

(a)Unless the context otherwise requires:

(i)a term has the meaning assigned to it;

(ii)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with Applicable GAAP;

(iii)“or” is not exclusive;

(iv)“including” means including without limitation;

(v)words in the singular include the plural and words in the plural include the singular;

(vi)unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;

(vii)the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;

(viii)all references to the date the Initial Securities were originally issued shall refer to the Issue Date;

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(ix)unless context requires otherwise, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture;

(x)unless otherwise stated, any agreement, contract or document defined or referred to herein shall mean such agreement, contract or document and all schedules, exhibits and attachments thereto as in effect as of the date hereof, as the same may thereafter be amended, supplemented or otherwise modified from time to time; and

(xi)all references in this Indenture and the Securities to interest in respect of any Security shall be deemed to include all Additional Amounts, if any, in respect of such Security, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof or thereof shall not be construed, without more, as excluding reference to Additional Amounts in those provisions hereof or thereof where such express mention is not made.

ARTICLE II

THE SECURITIES

Section 2.01Form and Dating. Provisions relating to the Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly made a part of, this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or the Guarantors are subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer or the Guarantors). Each Security shall be dated the date of its authentication. The Securities will be issuable in denominations of U.S.$200,000 in principal amount and any multiple of U.S.$1,000 in excess thereof. The Securities shall be fully, unconditionally and irrevocably guaranteed by the Company in accordance with Article X, and shall, within 60 days from the consummation of the Merger, be fully, unconditionally and irrevocably guaranteed by Fibria in accordance with Article XI. The terms of the Initial Securities set forth in the Appendix and Exhibit 1 are part of the terms of this Indenture.

Section 2.02Execution and Authentication.

(a)An Officer of the Issuer shall sign the Securities for the Issuer, and an Officer of the Company shall sign the notation in the Securities relating to the Company Guarantee. Each such signature may be by manual or facsimile signature of such Officer.

(b)If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

(c)A Security shall not be valid until a Trust Officer of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

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(d)On the Issue Date, the Trustee shall authenticate and deliver U.S.$1,000,000,000 aggregate principal amount of 6.000% Senior Notes due January 15, 2029 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuer signed by two Officers of the Issuer. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.12 after the Issue Date, shall certify that such issuance is in compliance with this Indenture and shall state (i) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture and (ii) the initial Interest Payment Date.

(e)The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Section 2.03Registrar and Paying Agent.

(a)The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York where the Securities may be presented or surrendered for registration of transfer or for exchange, where the Securities may be presented for payment and for the service of notices and demands to or upon the Issuer in respect of the Securities and this Indenture. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any paying agent appointed in this Indenture and any additional paying agent, and the term “Registrar” includes any additional Registrar or co-registrar.

(b)The Issuer shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer, the Company or any Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

(c)The Issuer initially appoints (i) the Trustee as the Registrar, Paying Agent and Transfer Agent in connection with the Securities and (ii) DTC as Depositary with respect to the Securities.

Section 2.04Paying Agent to Hold Money in Trust.

(a)The Issuer hereby acknowledges and confirms that it is and at all times shall remain absolutely and unconditionally obligated to pay all amounts due and owing hereunder, as the same shall become due and owing. All payments of principal, premium and interest required

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to be made by the Issuer hereunder (including any Additional Amounts) shall be made in U.S. dollars, pursuant to the terms hereof, by the Issuer to the Paying Agent to the extent appointed hereunder or to the Trustee by 11:00 a.m. (New York City time) on each Interest Payment Date, Redemption Date, purchase date, Change of Control Payment Date or Maturity Date on any Securities, unless otherwise provided for in this Indenture. The Paying Agent shall hold in trust, for the benefit of the Holders or the Trustee, all money held by such Paying Agent for the payment of principal, premium or interest on the Securities. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.

(b)The receipt by the Paying Agent or the Trustee from the Issuer of each payment of principal, interest and/or other amounts due in respect of the Securities in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall be valid and effective to satisfy and discharge all the obligations of the Issuer herein and under the Securities to make such payment to the Holders on the due date thereof.

Section 2.05Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing at least one Business Day before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

Section 2.06Transfer and Exchange.

(a)The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture are met and if the transferee certifies to the Issuer and Registrar that: (i) under the terms of the Security, the Person seeking registration of transfer is eligible to have the Security registered in its name, (ii) the endorsement or instruction is made by the appropriate Person or by an agent who has actual authority to act on behalf of the appropriate Person, (iii) reasonable assurance is given that the endorsement or instruction is genuine and authorized, (iv) any applicable law relating to the collection of taxes has been complied with, (v) the transfer does not violate any restriction on transfer imposed by the Issuer, (vi) a demand that the Issuer not register transfer has not become effective (or, if such a demand has become effective, the Issuer has given notice to the Person making such demand stating that (x) registration of transfer of the Security is sought, (y) a demand that the Issuer not register transfer had previously been received and (z) the Issuer shall withhold registration for 10 days from the date of communication of such notice) and (vii) the transfer is in fact rightful or is to a Protected Purchaser. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate and deliver Securities at the Registrar’s or co-registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any

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transfer or exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 4.04 and Section 9.05). The Issuer shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected and delivered for redemption or any Securities for a period of 15 days before an Interest Payment Date.

(b)The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to any Non-U.S. Person:

(i)the Registrar shall register the transfer of any Initial Security or any Additional Security, whether or not such Security bears the Restricted Securities Legend, if the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit 2;

(ii)if the proposed transferee is a participant in DTC and the Securities to be transferred consist of definitive Securities which after transfer are to be evidenced by an interest in a Regulation S Global Security upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.06(b)(i), the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of definitive Securities to be transferred, and the Trustee and/or the Registrar shall cancel the definitive Securities so transferred or decrease the principal amount of such definitive Security, as the case may be;

(iii)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.06(b)(i), the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Global Security to be transferred.

(c)The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to a QIB (excluding Non-U.S. Persons):

(i)if the Security to be transferred consists of (i) a definitive Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to the Trustee a certificate substantially in the form set forth in Exhibit 3 or (ii) an interest in the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC;

(ii)if the Security to be transferred consists of a definitive Security, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount

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of the definitive Security, to be transferred, and the Trustee shall cancel the definitive Security so transferred; and

(iii)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferred.

(d)Prior to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest (and Additional Amounts, if any) on such Security and for all other purposes whatsoever, whether or not presentation of such Security is overdue, and none of the Issuer, the Trustee, any Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary.

(e)All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

(f)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among participants in DTC or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine compliance as to form with the express requirements hereof.

(g)None of the Trustee, the Registrar, the Paying Agent or the Transfer Agent have any responsibility or obligation to any beneficial owner of an interest in a Global Security, any agent member or other member of, or a participant in, DTC or other person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any agent member or other participant, member, beneficial owner or other person (other than DTC) of any notice or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the Holders (which shall be DTC or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its agent members and other members, participants and any beneficial owners.

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Section 2.07Replacement Securities.

(a)If (i) any mutilated Security is surrendered to the Issuer, a Registrar, or the Trustee, or (ii) the Issuer, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or left of any Security, and, unless otherwise agreed by the Issuer and the Trustee, there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to hold each of them harmless; then, in the absence of notice to the Issuer or the Trustee that such Security has been acquired by a Protected Purchaser, the Issuer shall execute and the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.

(b)In case any such mutilated, destroyed, lost or stolen Security has become due and payable, or has been called for redemption by the Issuer pursuant to Article III of this Indenture, the Issuer in its discretion may, instead of issuing a new Security, pay or redeem such Security, as the case may be.

(c)Upon the issuance of any new Security under this Section 2.07, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expense (including the fees and expenses of the Trustee or the Registrar) in connection therewith.

(d)Every replacement Security is an additional obligation of the Issuer.

(e)The provisions of this Section 2.07 are exclusive and, to the extent lawful, shall preclude all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.08Outstanding Securities.

(a)Securities outstanding at any time (“Outstanding Securities”) are all Securities authenticated by the Trustee except for those cancelled by it pursuant to Section 2.10 hereof, those delivered to the Trustee for cancellation or surrendered for transfer or exchange, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Article IX and Section 12.05, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

(b)If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.

(c)If any Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, premium, interest and Additional Amounts (if any) payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date, such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

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Section 2.09Temporary Securities. Until definitive Securities are ready for delivery, the Issuer may prepare and execute and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and execute and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities.

Section 2.10Cancellation. The Issuer at any time may deliver Securities to the Registrar for cancellation, along with a written notice to the Trustee advising it of the cancellation. The Registrar shall forward to the Trustee any Securities surrendered to it for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancellation in accordance with its procedures for the disposition of cancelled securities and, upon the written request of the Issuer, deliver a certificate of such disposition to the Issuer unless the Issuer directs the Trustee to deliver cancelled Securities to the Issuer. The Issuer may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation.

Section 2.11CUSIP Numbers and ISINs. The Issuer in issuing the Securities may use “CUSIP” numbers and “ISINs” (if then generally in use) or similar numbers and, if so, the Trustee shall use “CUSIP” numbers, “ISINs” or similar numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the CUSIP or ISIN numbers.

Section 2.12Issuance of Additional Securities. The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, and without the consent of the Securityholders, create and issue Additional Securities under this Indenture having identical terms in all respects as the Initial Securities except the date from which interest will accrue; provided, however, that unless such Additional Securities are issued under a separate CUSIP, either such Additional Securities are part of the same “issue” within the meaning of United States Treasury Regulation Section 1.1275-1(f) or 1.1275-2(k), or such Additional Securities are not issued with more than a de minimis amount of original issue discount for U.S. federal income tax purposes. The Initial Securities and any Additional Securities issued under this Indenture will be treated as a single class for all purposes under this Indenture and shall vote together as one class on all matters with respect to the Securities.

Section 2.13Open Market Purchases. The Issuer or any of its Affiliates may at any time purchase Securities in the open market or otherwise at any price.

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ARTICLE III

OPTIONAL REDEMPTION OF SECURITIES

Section 3.01Optional Redemption.

(a)Optional Redemption with a Make-Whole Premium.

(i)Prior to October 15, 2028 (the “Par Call Date”), the Issuer may redeem the Securities, in whole at any time, or in part from time to time, at a redemption price equal to the greater of (1) (a) 101% of the principal amount thereof if the redemption date is prior to September 15, 2019 or (b) 100.0% of the principal amount thereof if the redemption date is after September 15, 2019, and (2) the sum of the present values, calculated as of the Redemption Date, of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) as if the Securities were redeemed on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in each case any accrued and unpaid interest and Additional Amounts, if any, on such Notes to the Redemption Date, as calculated by the Independent Investment Banker; provided that Securities in an aggregate principal amount equal to at least U.S.$150 million remain outstanding immediately after the occurrence of any partial redemption of Securities. At any time on or after the Par Call Date, the Issuer will have the right to redeem the Securities, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest on the principal amount of the Securities being redeemed to such Redemption Date.

(ii)

(A)For purposes of this Section 3.01(a):

(1)“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

(2)“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Par Call Date.

(3)“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

(4)“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer

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Quotation, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

(5)“Reference Treasury Dealer” means BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA LLC or their respective Affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; provided that if any of the foregoing cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer.

(6)“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third Business Day preceding such Redemption Date.

(b)Redemption for Taxation Reasons.

(i)If as a result of any change in or amendment to the laws or treaties (or any rules or regulations thereunder) of any Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules or regulations (including a holding by a court of competent jurisdiction), which change or amendment or change in official position becomes effective on or after the issue date of the Securities or, with respect to a successor, after the date a successor assumes the obligations under the Securities or the Guarantees, the Issuer or the Guarantors or the successor have or will become obligated to pay Additional Amounts as described under Section 4.13 of this Indenture in excess of the Additional Amounts that the Issuer or the Guarantors would be obligated to pay if payments were subject to withholding or deduction at a rate of 15.0% (or at a rate of 25.0% in case the holder of the Securities is resident in a tax haven jurisdiction; i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 20.0% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) as a result of the taxes, duties, assessments and other governmental charges described above (the “Minimum Withholding Level”), the Issuer may, at its option, redeem all, but not less than all, of the Securities, at a redemption price equal to 100.0% of their principal amount, together with interest and Additional Amounts accrued to the date fixed for redemption, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would, but for such redemption, be obligated to pay the Additional Amounts above the Minimum Withholding Level, were a payment then due. The Issuer shall not have the right to so redeem the Securities in the event it becomes obliged to pay Additional Amounts which are less than the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Issuer shall not have the right to so redeem the Securities unless: (A) it has taken measures it considers reasonable to avoid the obligation to pay Additional Amounts; and (B) it has complied with all applicable regulations to legally effect such redemption; provided, however, that for this

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purpose reasonable measures shall not include any change in the Issuer’s, the Guarantor’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive or registered office.

(ii)In the event that the Issuer elects to so redeem the Securities, it shall deliver to the Trustee: (A) an Officer’s Certificate, signed in the name of the Issuer by two of its directors or by its attorney in fact in accordance with its articles of association, stating that the Issuer is entitled to redeem the Securities pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer to so redeem have occurred or been satisfied; and (B) an Opinion of Counsel to the effect that the Issuer has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level as a result of the change or amendment and that all governmental approvals necessary for the Issuer to effect the redemption have been obtained and are in full force and effect.

Section 3.02Special Mandatory Redemption.

(a)If, for any reason, the Merger is not consummated pursuant to the Voting Agreement on or prior to September 15, 2019, or the Voting Agreement is terminated at any time prior thereto, the Issuer will be required to redeem all, but not less than all, of the Securities, at a redemption price equal to 101% of the aggregate principal amount of the Securities together with accrued and unpaid interest and Additional Amounts, if any, on the Securities to the redemption date, as calculated by the Independent Investment Banker.

(b)Upon the consummation of the Merger pursuant to the Voting Agreement on or prior to September 15, 2019, the foregoing provisions regarding the special mandatory redemption will cease to apply to the Securities.

Section 3.03Notice of Redemption.

(a)The Issuer shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 12.01, not less than 30 nor more than 60 days prior to a date for redemption of Securities. If the Issuer itself gives the notice, it shall also deliver a copy to the Trustee.

(b)If the Issuer elects to have the Trustee give notice of redemption, the Issuer shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a shorter period), an Officer’s Certificate requesting that the Trustee give notice of redemption and setting forth the information required by clause (c) of this Section 3.02. If the Issuer elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Issuer and at the Issuer’s expense. Securities will be selected for partial redemptions in accordance with DTC procedures.

(c)All notices of redemption shall state:

(i)the Redemption Date;

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(ii)the redemption price and the amount of any accrued interest payable as provided in Section 3.03 (or the calculation of such redemption price);

(iii)that on the Redemption Date the redemption price and any accrued interest payable to, but excluding, the Redemption Date as provided in Section 3.03 shall become due and payable in respect of each Security to be redeemed, and, unless the Issuer defaults in making the redemption payment, that interest on each Security to be redeemed, shall cease to accrue on and after the Redemption Date;

(iv)the place or places where a Securityholder must surrender the Securityholder’s Securities for payment of the redemption price; and

(v)the CUSIP or ISIN number, if any, listed in the notice or printed on the Securities, and that no representation is made as to the accuracy or correctness of such CUSIP or ISIN number.

Section 3.04Securities Payable on Redemption Date. If the Issuer, or the Trustee on behalf of the Issuer, gives notice of redemption in accordance with this Article III, the Securities called for redemption, shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to, but excluding, the Redemption Date), and from and after the Redemption Date (unless the Issuer shall default in the payment of the redemption price and accrued interest) the Securities shall cease to bear interest. Upon surrender of the Securities for redemption in accordance with the notice, the Issuer shall pay the Securities at the redemption price, together with accrued interest, if any, to, but excluding, the Redemption Date. If the Issuer shall fail to pay any Security called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Securities.

Section 3.05Sinking Fund Payments. The Issuer is not required to make sinking fund payments with respect to the Securities.

ARTICLE IV

COVENANTS

Section 4.01Performance of Obligations under the Securities. The Issuer shall duly and punctually pay the principal of (and premium, if any) and interest and Additional Amounts, if any, on the Securities in accordance with the terms of the Securities and this Indenture. Any Guarantor shall duly and punctually pay any amounts owed by it under its Guarantee in accordance with the terms of the Securities and this Indenture. The principal of (and premium, if any) and interest and Additional Amounts, if any, on the Securities shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due. Nevertheless, the Issuer shall pay interest on overdue principal, and pay interest on overdue interest, at the lesser of (i) 2.0% per annum higher than the per annum rate set forth in this Indenture and in the Securities and (ii) the maximum rate permitted by applicable law.

Section 4.02Reports. So long as any new Securities remain outstanding:

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(a)The Company shall:

(i)in the event the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, provide the Trustee and the holders of Securities with annual financial statements audited by an internationally recognized firm of independent public accountants within 120 days of the end of each fiscal year and unaudited quarterly financial statements within 90 days of the end of each of the first three fiscal quarters of each fiscal year, in each case prepared in accordance with Applicable GAAP and shall be accompanied by a discussion and analysis substantially in the format of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that is included in the Offering Memorandum, in each case prepared in Portuguese and English, unless such information is publicly available on the Company’s website; or

(ii)in the event the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, provide the Trustee, promptly after their filing with the United States Securities and Exchange Commission (the “SEC”), for further delivery to a holder upon request by any such holder, with copies of:

(A)annual reports on Form 20-F (or any successor form) filed with the SEC and, if required by applicable securities law, a reconciliation to U.S. GAAP;

(B)reports on Form 6-K (or any successor form) that include quarterly financial statements filed with the SEC; and

(C)such other reports on Form 6-K (or any successor form relating to the occurrence of an event that would be required to be reported thereon;

unless filings are publicly available on the SEC’s EDGAR System. The Trustee shall have no obligation to determine if and when any reports are publicly available on the SEC’s EDGAR System.

(b)The Company will provide the Trustee, for further delivery to a holder upon request by such holder, with copies (including English translations of documents in other languages) of all public filings made by it with any stock exchange or securities regulatory agency promptly after their respective filing.

(c)At any time when the Company is not subject to or is not current in its reporting obligations under Section 13 or 15(d) of the Exchange Act, the Company shall make available, upon request, to any Holder of Securities and any prospective purchaser of Securities the information required pursuant to Rule 144A(d)(4) under the Securities Act.

(d)In addition, the Company shall at all times comply with the periodic reporting requirements of the Euro MTF market of the Luxembourg Stock Exchange or any other stock exchange, if any, on which the Securities may be listed, in each case as in effect at the time of reporting so long as the Securities are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market or any such other stock exchange.

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(e)So long as the Securities are outstanding, the Issuer and the Company shall make available the information specified in the preceding paragraph at the specified office of the Trustee.

(f)Delivery of such reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s and the Company’s compliance with any of its respective covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 4.03Limitation on Transactions with Affiliates.

(a)Upon request, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with any Affiliate of the Company (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or its Subsidiaries than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company.

(b)In any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of U.S.$20,000,000 (or the equivalent thereof at the time of determination), the Company shall first deliver to the Trustee an Officer’s Certificate to the effect that such transaction or series of related transactions are on fair and reasonable terms no less favorable to the Company or such Subsidiary than could be obtained in a comparable arm’s-length transaction and is otherwise compliant with the terms of this Indenture.

(c)Neither Section 4.03(a) nor Section 4.03(b) shall apply to:

(i)any transaction between the Company and any of its Subsidiaries or between or among Subsidiaries of the Company;

(ii)any transaction between the Company or any of its Subsidiaries, on the one hand, and any joint venture, on the other, on market terms;

(iii)the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;

(iv)any issuance or sale of Equity Interests of the Company (other than Disqualified Stock);

(v)transactions or payments (including loans and advances) pursuant to any employee, officer or director compensation or benefit plans, customary indemnifications or arrangements entered into in the ordinary course of business;

(vi)transactions pursuant to agreements in effect on the Issue Date and described in the Offering Memorandum, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Subsidiaries than those in effect on the date of this Indenture;

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(vii)any Sale and Leaseback Transaction otherwise permitted under Section 4.06 if such transaction is on market terms;

(viii)transactions with customers, clients, distributors, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and on market terms;

(ix)the provision of administrative services to any joint venture on substantially the same terms provided to or by Subsidiaries of the Company; and

(x)any guarantee or security granted by an affiliate of the Company in favor of the Company or any of its Subsidiaries on market terms.

Section 4.04Repurchases at the Option of the Holders Upon Change of Control.

(a)Upon the occurrence of a Change of Control that results in a Rating Decline, each Holder shall have the right to require the Issuer to repurchase all or any part (equal to U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) of that Holder’s Securities pursuant to a Change of Control Offer. No such purchase in part shall reduce the outstanding principal amount of the Securities held by any Holder to below U.S.$200,000. In the Change of Control Offer, the Issuer or the Company shall offer a Change of Control Payment.

(b)Within 30 days following any Change of Control that results in a Rating Decline, the Issuer or the Company shall make a Change of Control Offer by notice to each Holder in accordance with the provisions of Section 12.01, stating:

(i)that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Securities in exchange for its respective portion of the Change of Control Payment;

(ii)an expiration date (the “Expiration Date”) not less than 30 days or more than 60 days after the date of the Change of Control Offer;

(iii)the Change of Control Payment and the Change of Control Payment Date;

(iv)information concerning the business of the Company and its Subsidiaries, including the relevant facts regarding such Change of Control, which the Issuer in good faith believes shall enable the Holders to make an informed decision with respect to the Change of Control Offer; and

(v)the instructions, as determined by the Issuer, consistent with this Section 4.04, that a Holder must follow in order to have its Securities repurchased.

(c)Holders electing to have a Security repurchased shall be required to surrender the Security, with an appropriate form duly completed, to the exchange agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election if each of the Trustee and the Issuer

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receives not later than one Business Day prior to the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for repurchase by the Holder and a statement that such Holder is withdrawing his election to have such Security repurchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.

(d)On the Change of Control Payment Date, the Issuer or the Company shall, to the extent lawful:

(i)accept for payment all Securities or portions of Securities properly tendered and not validly withdrawn pursuant to the Change of Control Offer;

(ii)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly tendered and not validly withdrawn; and

(iii)deliver or cause to be delivered, if applicable, to the Trustee for cancellation the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Issuer or the Company.

(e)The Paying Agent shall promptly deliver to each Holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any; provided that each new Security shall be in a principal amount of U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. The Issuer or the Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(f)Notwithstanding the foregoing, neither the Issuer nor the Company shall be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements, set forth in this Indenture, that are applicable to a Change of Control Offer made by the Issuer or the Company, and such third party purchases all Securities properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption for all Outstanding Securities has been given pursuant to Section 3.02, unless and until there is a default in payment of the applicable redemption price.

(g)The Issuer and the Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.04. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Section 4.04, each of the Issuer and the Company shall comply with the applicable securities

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laws and regulations and shall not be deemed to have breached its obligations under this Section 4.04 by virtue of its compliance with such securities laws or regulations.

(h)Notwithstanding anything to the contrary contained in this Section 4.04, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Section 4.05Limitation on Liens. The Company shall not, and shall not permit any Subsidiary to, directly or indirectly, incur or permit to exist any Lien securing the payment of Debt on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens, without effectively providing that the Securities or the Guarantees, as applicable, are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the Securities or any Guarantee, prior to) the obligations so secured for so long as such obligations are so secured.

Section 4.06Limitation on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless the Company or such Subsidiary would be entitled to create a Lien on such Property or asset securing such Attributable Debt without equally and ratably securing the Securities pursuant to Section 4.05, in which case, the corresponding Lien shall be deemed incurred pursuant to those provisions.

Section 4.07Maintenance of Corporate Existence. Subject to Article V hereof, each of the Issuer and the Guarantors shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and shall use its reasonable efforts to do or cause to be done all things necessary to preserve and keep in full force and effect its rights (charter and statutory) and franchises; provided, however, that neither the Issuer nor the Guarantors shall be required to preserve any such right or franchise if its board of directors or management, respectively, shall determine in its sole discretion that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof would not reasonably be expected to have a Material Adverse Effect; provided further that this Section 4.07 does not prohibit any transaction otherwise permitted by Section 5.01.

Section 4.08Maintenance of Properties. The Company shall cause all properties used or useful in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of the Company may be necessary so that the business of the Company and its Subsidiaries may be properly and advantageously conducted at all times; provided that nothing shall prevent the Company or any of its Subsidiaries from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole.

Section 4.09Payment of Taxes and Other Claims. Each of the Issuer and the Guarantors shall pay and discharge (a) all taxes, levies, imposts, duties, fees, assessments and governmental charges imposed upon it, or upon its income or profits, or upon any of its properties

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before they shall become delinquent and (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, could reasonably be expected to give rise to a Lien upon any of its properties, unless in each of clause (a) and clause (b), such taxes, levies, imposts, duties, fees, assessments and governmental charges or lawful claims are then the subject of a good faith contest or except where nonpayment thereof would not have a Material Adverse Effect.

Section 4.10Maintenance of Office or Agency in the State of New York. The Issuer and the Guarantors shall ensure the maintenance in the State of New York of an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer or the Guarantors in respect of the Securities and this Indenture may be served. The Issuer and the Guarantors shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer and the Guarantors shall fail to ensure the maintenance of any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and, in such event, the Trustee shall act as the Issuer’s and the Guarantors’ agent to receive all such presentations, surrenders, notices and demands.

The Issuer and the Guarantors may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve either the Issuer or the Guarantors of its obligation to maintain an office or agency in the State of New York for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 4.11Notices of Certain Events.

(a)The Company shall deliver to the Trustee:

(i)within 120 days after the end of each fiscal year an Officer’s Certificate stating that the Issuer and the Company have fulfilled their obligations under this Indenture or, if there has been a Default, specifying the Default and its nature and status; and

(ii)as soon as possible and in any event within 10 days after it becomes aware or should reasonably become aware of the occurrence of a Default, an Officer’s Certificate setting forth the details of the Default, and the action which the Issuer or the Company, as applicable, proposes to take with respect thereto.

Section 4.12Luxembourg Listing. In the event that the Securities are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, the Issuer and the Company will use their commercially reasonable efforts to maintain such listing; provided that if such listing of the Securities shall be obtained and it subsequently becomes impracticable or unduly burdensome, in the good faith determination of the Issuer and the Company, to maintain, due to changes in listing requirements occurring subsequent to the Issue Date, the Company may de-list the Securities from the Luxembourg Stock Exchange; and, in the event of any such de-listing, the Company shall use commercially reasonable efforts to obtain an alternative admission to listing,

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trading and/or quotation of the Securities by another listing authority, exchange or system within or outside the European Union as it may reasonably decide, provided that if such alternative admission is not available or is, in the Issuer and the Company’s reasonable opinion, unduly burdensome, the Issuer and the Company shall have no further obligation in respect of any listing of the Securities.

Section 4.13Additional Amounts.

(a)All payments of principal and interest by the Issuer in respect of the Securities or by the Guarantors in respect of the Guarantees shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf of Austria, Brazil or any other jurisdiction or political subdivision thereof from or through which a payment is made or in which the Issuer or the Guarantors (or any successor to the Issuer or the Guarantors) is organized or incorporated, as applicable, or is a resident for tax purposes having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or the Guarantors are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Issuer or the Guarantors shall make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by Holders of Securities after such withholding or deduction shall equal the respective amounts of principal and interest which would have been received in respect of the Securities in the absence of such withholding or deduction (“Additional Amounts”). No such Additional Amounts shall be payable:

(i)in respect of any taxes, duties, assessments or governmental charges that would not have been so withheld or deducted but for the existence of any present or former connection between the Holder or beneficial owner of the Security (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder or beneficial owner, if such Holder or beneficial owner is an estate, a trust, a partnership, a limited liability company or a corporation) and the Relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Security or enforcement of rights and the receipt of payments with respect to the Security;

(ii)in respect of Securities presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder of such Security would have been entitled to such Additional Amounts, on surrender of such Security for payment on the last day of such period of 30 days;

(iii)in respect of any taxes, duties, assessments or other governmental charges that would not have been so withheld or deducted but for the failure by the Holder, the beneficial owner of the Security, or, in the case of amounts payable to the Trustee, the Trustee to (i) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled, or (ii) comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, if (A) compliance is required by the Relevant Taxing Jurisdiction, as a precondition to, exemption

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from, or reduction in the rate of, the tax, assessment or other governmental charge and (B) the Issuer has given the holders or the Trustee, as applicable, at least 30 days’ notice that Holders will be required to provide such certification, identification or other requirement; provided that, in no event, shall such Holder’s, beneficial owner’s, or Trustee’s requirement to make a valid and legal claim for exemption from or reduction of such taxes require such Holder, beneficial owner or the Trustee to provide any materially more onerous information, documents or other evidence than would be required to be provided had such Holder, beneficial owner or the Trustee been required to file U.S. Internal Revenue Service Forms W-8 or W-9, as applicable;

(iv)in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge;

(v)any withholding or deduction that is imposed on the Securities that is presented for payment, where presentation is required, by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting such Securities to another paying agent in a member state of the European Union;

(vi)in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Securities; or

(vii)in respect of any combination of the above.

(b)In addition, no Additional Amounts shall be paid with respect to any payment on a Security to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

(c)“Relevant Date” means, with respect to any payment on a Security, whichever is the later of: (i) the date on which such payment first becomes due; and (ii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which notice is given to the Holders that the full amount has been received by the Trustee.

(d)Any reference in this Indenture or the Securities to principal, interest or any other amount payable in respect of the Securities by the Issuer or the Guarantees shall be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section 4.13.

(e)The Issuer and the Guarantors shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery or registration of each security or any other document or instrument referred to herein or therein except, in certain cases, for taxes, charges or similar levies resulting from certain registrations of transfer or exchange of Securities.

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(f)The foregoing obligation in this Section 4.13 shall survive termination or discharge of this Indenture, payment of the Securities and/or the resignation or removal of the Trustee or any agent hereunder.

Section 4.14Payments and Paying Agent.

(a)Whenever the Issuer shall appoint a Paying Agent other than Deutsche Bank Trust Company Americas with respect to the Securities, it shall cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.14:

(i)that it will hold all sums received by it as such agent for the payment of the principal of or interest, as the case may be, on any Securities (whether such sums have been paid to it by or on behalf of the Issuer or by any other obligor on the Securities) in trust for the benefit of the Holders;

(ii)that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities) to make any payment of the principal of or interest on any Securities, as the case may be (including Additional Amounts), and any other payments to be made by or on behalf of the Issuer under this Indenture or the Securities when the same shall be due and payable; and

(iii)that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in clause above.

(b)Anything in this Section 4.14 to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to any Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such Securities by the Issuer or the Paying Agent hereunder as required by this Section 4.14, such sums to be held by the Trustee upon the trusts herein contained.

(c)Anything in this Section 4.14 to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section are subject to the provisions of Section 8.02.

Section 4.15Ranking. Each of the Issuer and the Guarantors shall ensure that its respective obligations under this Indenture, the Securities and the Guarantees shall at all times constitute direct and unconditional obligations of the Issuer or the Guarantors, ranking at all times at least pari passu in priority of payment among themselves and with all other senior Debt of such Person, except to the extent any such other Debt ranks above such obligations by reason of Liens permitted under Section 4.05.

Section 4.16Use of Proceeds. The Issuer and the Company shall use the proceeds of the sale of the Initial Securities issued in the Issue Date as set forth under “Use of Proceeds” in the Offering Memorandum for general corporate purposes.

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ARTICLE V

CONSOLIDATION, MERGER OR SALE OF SUBSTANTIALLY ALL ASSETS

Section 5.01Consolidation, Merger or Sale of Substantially All Assets.

(a)None of the Guarantors nor the Issuer shall, in a single transaction or a series of related transactions:

(i)consolidate with or merge with or into any Person,

(ii)sell, convey, transfer, assign, or otherwise dispose of all or substantially all of its assets (determined on a consolidated basis for the Company and its Subsidiaries and Fibria and its Subsidiaries as the case may be) as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person, or

(iii)permit any Person to merge with or into the Company, Fibria or the Issuer; in each case unless

(A)either: (A) the Company, Fibria or the Issuer, as applicable, is the continuing Person; or (B) the resulting, surviving or transferee Person (the “Successor Company”) is (a) in the event of a merger of the Company, or Fibria, as the case may be, a corporation organized and validly existing under the laws of Brazil or any political subdivision thereof, the United States of America or any state thereof or the District of Columbia or any other country member of the Organization for Economic Co-operation and Development (“OECD”) or (b) in the event of a merger of the Issuer, an entity organized and validly existing under the laws of Austria, the United States of America or any state thereof or the District of Columbia or any other country member of the OECD, and, in each case, expressly assumes by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company, Fibria or the Issuer, as the case may be, under this Indenture, the Company Guarantee and the Fibria Guarantee, as applicable;

(B)immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing;

(C)(x) if the Company or Fibria is organized under Brazilian law or the Issuer is incorporated under Austrian law, as applicable, and the Company, Fibria or the Issuer merges with a corporation, or the Successor Company is, organized under the laws of the United States, any State thereof or the District of Columbia or any country member of the OECD, or (y) if the Company, Fibria or the Issuer is organized under the laws of the United States, any State thereof or the District of Columbia and merges with a corporation, or the Successor Company is, organized and/or incorporated under the laws of Brazil or Austria, as applicable, or any country member of the OECD, then the Company, Fibria, the Issuer or the Successor Company will have delivered to the Trustee an Opinion of Counsel from each of Brazilian or Austrian, as applicable, U.S. and the successor jurisdiction counsel to the effect that, as applicable, the Holders of the Securities will not recognize income, gain or loss for U.S. jurisdiction or Brazilian or Austrian jurisdiction, as applicable, or the successor jurisdiction income tax purposes as a result of such transaction; and

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(D)the Company, Fibria, the Issuer or the Successor Company, as the case may be, delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture;

provided that Section 5.01(a)(ii) does not apply to the consolidation or merger of the Company, Fibria or the Issuer with or into any of the Company’s Subsidiaries or the consolidation or merger of a Subsidiary of the Company with or into the Company, Fibria or the Issuer.

(b)The Company shall not sell or otherwise transfer any Equity Interests in the Issuer (other than directors’ qualifying shares) to any other Person other than a Subsidiary of the Company unless the Company becomes the direct obligor under the Securities.

(c)Upon the consummation of any transaction effected in accordance with these provisions, if the Company, Fibria or the Issuer, as applicable, is not the continuing Person, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Company Guarantee, Fibria under the Fibria Guarantee or the Issuer under this Indenture with the same effect as if such successor Person had been named as the Company, Fibria or the Issuer, as applicable, in this Indenture. Upon such substitution, unless the successor is one or more of the Company’s Subsidiaries, the Company, Fibria or the Issuer, as applicable, shall be released from its obligations under this Indenture or the Company Guarantee.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01Events of Default.

(a)An “Event of Default” occurs if:

(i)the Issuer defaults in the payment of the principal or any related Additional Amounts, if any, of any Security when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise;

(ii)the Issuer defaults in the payment of interest or any related Additional Amounts, if any, on any Security when the same becomes due and payable, and the default continues for a period of 30 days;

(iii)the Company, Fibria or the Issuer fails to comply with Section 5.01;

(iv)The Issuer or the Company, as the case may be, defaults in the performance of or breaches any other of its covenants or agreements in this Indenture or under the Securities and the default or breach continues for a period of 60 consecutive days after written notice to the Issuer and/or the Company, as the case may be, by the Trustee acting at the written direction of Holders of 25.0% or more in aggregate principal amount of the Securities, or to the Issuer, the Company and the Trustee by the Holders of 25.0% or more in aggregate principal amount of the Securities;

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(v)there occurs with respect to any Debt of the Company or any of its Subsidiaries having an outstanding principal amount of U.S.$75,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period, except for any Debt of Fibria or Suzano that becomes due and payable within 60 days of the consummation of the Merger (whether as a result of an event of default or otherwise), as a result of the consummation of the Merger, and is remedied within 60 days of the consummation of the Merger;

(vi)one or more final and non-appealable judgments or orders for the payment of money are rendered against the Issuer, the Company or any of its Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final and non-appealable judgment or order that causes the aggregate amount for all such final and non-appealable judgments or orders outstanding and not paid or discharged against all such Persons to exceed U.S.$75,000,000 or the equivalent thereof at the time of determination (in excess of amounts which the Company’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(vii)an involuntary case or other proceeding is commenced against the Issuer, the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, administrador judicial, liquidator, custodian or other similar official of it or any substantial part of its Property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or a final order for relief is entered against the Issuer, the Company or such Subsidiaries under relevant bankruptcy laws as now or hereafter in effect;

(viii)the Issuer, the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, recuperação judicial ou extrajudicial or other relief with respect to itself or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, administrador judicial, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, the Company or any such Subsidiaries or for all or substantially all of the Property of the Issuer, the Company or any such Subsidiaries, or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause (vii) or (viii) of this Section 6.01(a), a “bankruptcy default”);

(ix)any of the Guarantees ceases to be in full force and effect, other than in accordance with the terms of this Indenture, or any of the Guarantors denies or disaffirms its obligations under the Guarantees;

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(x)any event occurs that under the laws of Brazil, Austria or any political subdivision thereof or any other country has substantially the same effect as any bankruptcy default; or

(xi)all or substantially all of the undertaking, assets and revenues of the Issuer, the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary is condemned, seized or otherwise appropriated by any Person acting under the authority of any national, regional or local government or the Issuer, the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary is prevented by any such Person for a period of 60 consecutive days or longer from exercising normal control over all or substantially all of its undertaking, assets and revenues.

(b)The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

Section 6.02Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(a)(vii) or Section 6.01(a)(viii) with respect to the Issuer, the Guarantors, or any of the Company’s Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) occurs and is continuing under this Indenture, the Trustee or the holders of at least 25.0% in aggregate principal amount of the Securities then outstanding, by written notice to the Issuer and to the Guarantors (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the unpaid principal of and accrued interest on the Securities to be immediately due and payable. Upon a declaration of acceleration, such principal and interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(a)(vii) or Section 6.01(a)(viii) occurs, the unpaid principal of and accrued interest on the Securities then outstanding shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon the Securities becoming due and payable under this Section 6.02, the Guarantors shall duly comply with any and all then-applicable Central Bank regulations for remittance of funds outside of Brazil.

Section 6.03Other Remedies.

(a)If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

(b)The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

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Section 6.04Rescission/Annulment of Declaration; Waiver of Past Defaults.

(a)The holders of a majority in principal amount of the Outstanding Securities by written notice to the Issuer, the Guarantors and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

(i)all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived;

(ii)the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

(iii)the Issuer or the Guarantors have deposited with the Trustee of a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable fees, expenses, disbursements and advances of the Trustee, its agents and counsel, in each case incurred in connection with such Event of Default.

(b)Except as otherwise provided in Section 6.02 or Section 9.02, the Holders of a majority in principal amount of the Outstanding Securities may, by written notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority. The Holders of a majority in principal amount of the Outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Securities not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Securities.

Section 6.06Limitation on Suits.

(a)A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture or the Securities, unless:

(i)the Holder has previously given to the Trustee written notice of a continuing Event of Default;

(ii)Holders of at least 25.0% in aggregate principal amount of Outstanding Securities have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under this Indenture;

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(iii)Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(iv)the Trustee within 60 days after its receipt of such notice, request and offer of indemnity and/or security has failed to institute any such proceeding; and

(v)during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities have not given the Trustee a written direction that is inconsistent with such written request;

(b)it being understood and intended that no one or more of such Holders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner therein provided and for the equal and ratable benefit of all such Holders.

Section 6.07Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest (and Additional Amounts), if any, on such Security and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the written consent of such Holder.

Section 6.08Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(i) or Section 6.01(a)(ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or the Guarantors for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.06.

Section 6.09Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Issuer, the Guarantors, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any bankruptcy custodian, in any such judicial proceeding, is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due to the Trustee under Section 7.06.

Section 6.10Priorities.

(a)If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

(i)FIRST: to the Trustee for amounts due under Section 7.06;

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(ii)SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

(iii)THIRD: to the Issuer or, to the extent the Trustee collects any amounts from the Guarantors, to the Guarantors.

(b)The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10 and shall promptly notify the Issuer thereof. At least 15 days before such record date, the Issuer shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid.

Section 6.11Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10.0% in principal amount of the Securities.

Section 6.12Waiver of Stay or Extension Laws. Neither the Issuer nor the Guarantors (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Issuer and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VII

TRUSTEE

Section 7.01Duties of Trustee.

(a)Except during the continuance of an Event of Default:

(i)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. Notwithstanding the foregoing, the Trustee shall examine such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but

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need not, and is under no obligation to, confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(b)Following the occurrence and continuance of an Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(c)The Trustee may not be relieved from liability for its own grossly negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)This Section 7.01(c) does not limit the effect of Section 7.01(a);

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)Every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b) and (c).

(e)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer or the Guarantors.

(f)Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity and/or security against such risk or liability is not reasonably assured to it.

(h)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.

Section 7.02Rights of Trustee.

(a)Subject to Section 7.01 hereof, the Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document but may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and the Guarantors, personally or by agent or attorney at the sole cost of and upon a ten-day prior written notice to the Issuer or the Guarantors, as the case may be, and shall incur no liability or additional

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liability of any kind by reason of such inquiry or investigation.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c)The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence.

(e)The Trustee may consult with counsel appointed with due care and the advice or Opinion of Counsel of such counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or such opinion of such counsel.

(f)In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(g)The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment default under Section 6.01(a)(i) or Section 6.01(a)(ii)) unless a Trust Officer of the Trustee has received written notice of any event which is in fact such a default at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

(h)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(i)The Trustee may request that the Guarantors and the Issuer deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j)The obligations of each agent, custodian and other Person employed to act hereunder are several and not joint. In acting hereunder and in connection with the Securities, such agent, custodian or Person shall act solely as an agent of the Issuer and will not assume any obligations towards, or relationship of agency or trust for, any of the Securityholders.

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(k)The Trustee may conclusively rely and shall be fully protected in acting or refraining to act based upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(l)The Trustee shall not be bound to make any investigation into the facts or matters stated in any Officer’s Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, coupon, security other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer.

(m)In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the requisite majority in aggregate principal amount of the Securities then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and shall be held harmless and shall not incur any liability for its failure to act until such inconsistency or conflict is, in its opinion, resolved, and absent willful misconduct or gross negligence, none of the Trustee, Registrar, Paying Agent or Transfer Agent shall be liable for acting in good faith on instructions believed by them to be genuine and from the proper party.

(n)The Trustee shall have no duty to inquire as to the performance of the covenants contained herein and shall be entitled to assume that the Issuer, the Guarantors and any Restricted Subsidiaries are in compliance with the terms of this Indenture.

(o)The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Securities, but may at its sole discretion, choose to do so.

(p)The permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so.

(q)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any Holders, unless such Holders shall have provided to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

Section 7.03Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer, the Company or their Affiliates with the same rights it would have if it were not Trustee. Any

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Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Section 7.09 and Section 7.10.

Section 7.04Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Guarantees or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer or the Guarantors in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

Section 7.05Notice of Defaults. If any Event of Default occurs and is continuing and is known to a Trust Officer of the Trustee (it being understood and agreed that any Event of Default other than a default in payment of principal and/or interest with respect to the Securities will only be known by the Trustee upon a Trust Officer of the Trustee’s receipt of a written notice specifying such Event of Default at its Corporate Trust Office, with such notice referencing the Securities and this Indenture), the Trustee shall send notice of the Event of Default to each holder within 90 days after it occurs, unless the Event of Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Security, the Trustee may withhold the notice if and so long as a trust committee of Trust Officers of the Trustee in good faith determines that withholding the notice is in the interest of the Securityholders. The Trustee shall not be charged with knowledge of any Default or Event of Default other than a Default under Section 6.01(a)(i) or Section 6.01(a)(ii) hereof unless a Trust Officer in the Corporate Trust Office of the Trustee shall have received written notice thereof from the Issuer, the Company or a Securityholder, expressly referencing this Indenture and the Securities.

Section 7.06Compensation and Indemnity.

(a)The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from time to time compensation for its services hereunder and under the Notes as the parties may from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Guarantors shall, jointly and severally, reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to Holders. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the agents, counsel, accountants and experts of the Trustee. The Issuer and the Guarantors shall, jointly and severally, shall indemnify the Trustee or any predecessor Trustee (which for purposes of this Section 7.06 shall be deemed to include its directors, officers, agents and employees), the Paying Agent and the Registrar against any and all loss, liability or expense (including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) and reasonable and documented attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and/or the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Guarantors, the Issuer, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.06, except to the extent that such loss, damage, claim, liability or expense is determined in a final non-appealable judgment by a court of competent jurisdiction is due to its own willful misconduct or

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gross negligence. The Trustee, the Paying Agent or the Registrar, as applicable, shall notify the Issuer and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee, the Paying Agent or the Registrar to so notify the Issuer and the Guarantors shall not relieve the Issuer and the Guarantors of their obligations hereunder. The Issuer and the Guarantors shall defend the claim and the Trustee, the Paying Agent or the Registrar may have separate counsel and the Issuer and the Guarantors shall pay the reasonable and documented fees and expenses of such counsel; provided that the Issuer and the Guarantors shall not be required to pay such fees and expenses if they assume such indemnified party’s defense and, in such indemnified party’s reasonable judgment, there is no conflict of interest between the Issuer and the Guarantors and such parties in connection with such defense. In no event shall the Issuer or the Guarantors be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstance. The Issuer and the Guarantors need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed.

(b)To secure the Issuer’s and the Guarantors’ obligations in this Section 7.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest and Additional Amounts, if any, on particular Securities.

(c)The Issuer’s and the Guarantors’ payment obligations pursuant to this Section 7.06 shall survive the discharge of this Indenture, final payment on the Securities and resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 6.01(a)(vii) or Section 6.01(a)(viii) with respect to the Issuer or the Guarantors, the expenses are intended to constitute expenses of administration under the U.S. Bankruptcy Code.

Section 7.07Replacement of Trustee.

(a)The Trustee may resign at any time by 30 days prior written notice to the Issuer and the Company. The Holders of a majority in principal amount of the Outstanding Securities may remove the Trustee by 30 days prior written notice to the Trustee and the Issuer may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(i)the Trustee fails to comply with Section 7.09;

(ii)the Trustee is adjudged bankrupt or insolvent;

(iii)a receiver or other public officer takes charge of the Trustee or its property; or

(iv)the Trustee otherwise becomes incapable of acting as Trustee hereunder.

(b)In addition, the Issuer may remove the Trustee at any time for any reason to the extent the Issuer has given the Trustee at least 30 days’ written notice and as long as no Default or Event of Default has occurred and is continuing.

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(c)A resignation or removal of the Trustee and appointment of a successor trustee shall become effective only upon the successor trustee’s acceptance of appointment as provided in this Section 7.07.

(d)If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Securities may appoint a successor trustee with the consent of the Issuer. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor trustee; provided, however, that in case of a bankruptcy of the Issuer, the resigning Trustee shall have the right to appoint a successor trustee within 10 Business Days after giving of such notice of resignation if the Issuer has not already appointed a successor trustee. If the successor trustee does not deliver its written acceptance within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the holders of a majority in principal amount of the Outstanding Securities may appoint a successor trustee or may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor trustee.

(e)Upon delivery by the successor trustee of a written acceptance of its appointment to the retiring Trustee and to the Issuer, (i) the retiring Trustee shall, upon payment of its charges, transfer all property held by it as Trustee to the successor trustee, (ii) the resignation or removal of the retiring Trustee shall become effective, and (iii) the successor trustee shall have all the rights, powers and duties of the Trustee under this Indenture. Upon request of any successor trustee, the Issuer shall execute any and all instruments for fully vesting in and confirming to the successor trustee all such rights, powers and trusts. The Issuer shall give notice of any resignation and any removal of the Trustee and each appointment of a successor trustee to all Holders, and include in the notice the name of the successor trustee and the address of its Corporate Trust Office.

(f)If the Trustee fails to comply with Section 7.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of another successor Trustee.

(g)Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the Issuer’s obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.

Section 7.08Successor Trustee by Merger.

(a)If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

(b)In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities that shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor

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hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

Section 7.09Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Section 7.10Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

Section 7.11Appointment of Co-Trustee.

(a)Notwithstanding any other provisions of this Indenture, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, and to vest in such Person or Persons, in such capacity and for the benefit of the Securityholders, subject to the other provisions of this Section, such powers, duties, obligations and rights as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.09 and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required under Section 7.07 hereof.

(b)Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(ii)no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii)the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this

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Indenture and the conditions of this Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.

(d)Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

(e)Notwithstanding any provision of Section 7.11, the appointment of any separate trustee or co-trustee shall only be effective upon the prior written consent of the Issuer or the Company, which consent shall not be unreasonably withheld or delayed.

ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 8.01Satisfaction and Discharge of Liability on Securities.

(a)This Indenture subject to Section 8.01(b), will be discharged and cease to be of further effect as to all Securities issued hereunder, when:

(i)(A) the Issuer delivers to the Trustee all Outstanding Securities (other than Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer as provided in Section 8.03) for cancellation; or

(B)all Securities that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year due to maturity or redemption and the Issuer or the Company irrevocably deposits or causes to be deposited with the Trustee as funds in trust solely for the benefit of the Holders U.S. dollars or U.S. Government Obligations in an amount as will be sufficient without consideration of any reinvestment of interest, to pay and discharge all principal, premium and Additional Amounts, if any, and accrued and unpaid interest to the date of maturity or redemption on the Securities not delivered to the Trustee for cancellation;

(ii)no Default has occurred and will continue after the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer, the Company or any of its Subsidiaries is a party or by which the Issuer, the Company or any of its Subsidiaries is bound;

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(iii)the Issuer, the Company or any Subsidiary has paid or caused to be paid all other sums payable by it hereunder;

(iv)the Issuer and the Company have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or the Redemption Date, as the case may be; and

(v)the Issuer and the Company have delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate as to compliance with all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of the Securities and in case of redemption, has given notice of redemption.

(b)Notwithstanding Section 8.01(a), this Article VIII and the Issuer’s obligations in Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 7.06 and Section 7.07 shall survive until the Securities have been paid in full. Thereafter, Section 8.03 and the Issuer’s and the Guarantors’ obligations in Section 7.06 and Section 8.04 shall survive.

Section 8.02Application of Trust Money. The Trustee shall hold in trust U.S. dollars or U.S. Government Obligations deposited with it pursuant to this Article VIII. It shall apply the deposited money or U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest and Additional Amounts, if any, on the Securities.

Section 8.03Repayment to Issuer.

(a)The Trustee and the Paying Agent shall promptly turn over to the Issuer upon request any excess money or Securities held by them at any time.

(b)Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal and interest and Additional Amounts, if any, that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look only to the Issuer and not to the Trustee or the Paying Agent for payment as general creditors.

Section 8.04Defeasance. Either of the Issuer or the Company may, at its option, at any time elect to have either Section 8.04(a) or Section 8.04(b) applied to all Outstanding Securities and the Company Guarantee upon compliance with the conditions set forth in this Section 8.04:

(a)Upon the Issuer’s or the Company’s election of the “legal defeasance” option applicable to this Section 8.04(a), and subject to the satisfaction of the conditions set forth in Section 8.04(c), the Issuer and the Company shall be discharged from any and all obligations in respect of this Indenture, the Issuer shall be discharged from any and all obligations in respect of the Securities, and the Company shall be discharged from any and all obligations in respect of the Company Guarantee (except in each case for the obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust). Subject to compliance with this Section 8.04, the Issuer or the Company may exercise its option under this Section 8.04(a) notwithstanding the prior exercise of its option under

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Section 8.04(b). If the Issuer or the Company exercises the “legal defeasance” option, any payment on the Securities may not be accelerated due to an Event of Default with respect thereto.

(b)Upon the Issuer’s or the Company’s election of the “covenant defeasance” option applicable to this Section 8.04(b), and subject to the satisfaction of the conditions set forth in Section 8.04(c) hereof, the Issuer and the Company, as applicable, need not comply with the covenants set forth in Section 4.02, Section 4.03, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.11, Section 4.12, Section 4.13, Section 4.15 and Section 4.16, the requirements of Section 5.01(a)(iii)(C) and Section 6.01(a)(iv), Section 6.01(a)(v), Section 6.01(a)(vi), Section 6.01(a)(ix) and Section 6.01(a)(xi) shall not constitute Events of Default.

(c)In order to exercise the options set forth in Section 8.04(a) or Section 8.04(b) above the Issuer must irrevocably deposit in trust with the Trustee an amount in U.S. dollars or U.S. Government Obligations sufficient, as certified in an Officer’s Certificate, to pay the entire aggregate principal amount plus interest and premium, if any, on the Securities to maturity or redemption and by meeting certain other conditions, including delivery to the Trustee of either a ruling received from the Internal Revenue Service or an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case. In the case of legal defeasance or discharge, such an opinion shall not be given with respect to a change in law after the date of this Indenture. In addition, in the case of any legal defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel in each of Austria, Brazil, and any other jurisdiction in which the Issuer or the Company is organized or incorporated, as applicable, or is resident for tax purposes, to the effect that Holders of the applicable Securities will not recognize income, gain or loss in the relevant jurisdiction (as applicable) as a result of such deposit and defeasance and will be subject to taxes in the relevant jurisdiction (other than withholding taxes) (as applicable) on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the case of any legal defeasance, the defeasance shall in each case be effective when 90 days have passed since the date of the deposit in trust.

Section 8.05Reinstatement. If the Trustee or the Paying Agent is unable to apply any U.S. dollars or U.S. Government Obligations in accordance with Section 8.04 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.04 until such time as the Trustee or such Paying Agent is permitted to apply all such U.S. dollars or U.S. Government Obligations in accordance with Section 8.04; provided, however, that, if the Issuer has made any payment of interest or Additional Amounts, if any, on or principal of any Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the U.S. dollars or U.S. Government Obligations held by the Trustee or such Paying Agent.

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ARTICLE IX

AMENDMENTS

Section 9.01Without Consent of Holders.

(a)Notwithstanding Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder:

(i)to cure any ambiguity, defect or inconsistency in this Indenture or the Securities as evidenced by an Opinion of Counsel (delivered to the Trustee);

(ii)to comply with Section 5.01;

(iii)to evidence and provide for the acceptance of an appointment by a successor trustee;

(iv)to provide for uncertificated Securities in addition to or in place of certificated Securities;

(v)to provide for any guarantee of the Securities, to secure the Securities or to confirm and evidence the release, termination or discharge of any guarantee of or Lien securing the Securities when such release, termination or discharge is permitted by this Indenture;

(vi)to provide for or confirm the issuance of Additional Securities; or

(vii)to make any other change that does not materially, adversely affect the rights of any Holder or to conform the terms of this Indenture with the description thereof set forth in the “Description of Notes” section of the Offering Memorandum as evidenced by an Opinion of Counsel delivered to the Trustee.

Section 9.02With Consent of Holders.

(a)Except as otherwise provided in Section 6.02, Section 6.04, Section 6.05, Section 6.06, Section 6.07 or Section 9.02(b), the Issuer, the Guarantors and the Trustee may amend this Indenture and the Securities with the written consent of the Holders of a majority in principal amount of the Outstanding Securities and the Holders of a majority in principal amount of the Outstanding Securities may waive future compliance by the Issuer or the Guarantors with any provision of this Indenture or the Securities.

(b)Notwithstanding the provisions in 9.01, without the consent of each Holder affected, an amendment or waiver shall not (with respect to any Securities held by a non-consenting Holder):

(i)reduce the principal amount of or change the Stated Maturity of any installment of principal of any Security;

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(ii)reduce the rate of or change the payment date of any interest payment on any Security;

(iii)reduce the amount payable upon the redemption of any Security in respect of an optional redemption, change the times at which any Security may be redeemed or, once notice of redemption has been given, change the time at which it must thereupon be redeemed;

(iv)after the time a Change of Control Offer is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder with respect to the Securities;

(v)make any Security payable in currency or at any place other than that stated in the Security;

(vi)impair the right of any Holder of Securities to institute suit for the enforcement of any payment on or with respect to any Security;

(vii)make any change in the percentage of the principal amount of the Securities required for amendments or waivers;

(viii)modify or change any provision of this Indenture affecting the ranking of the Securities in a manner adverse to the Holders of the Securities; or

(ix)make any change in the Guarantees that would materially and adversely affect the Holders of Securities.

(c)It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

(d)Neither the Company nor any of its Subsidiaries or Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities  unless such consideration is offered to be paid or agreed to be paid to all Holders of the Securities that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

(e)The Issuer shall notify the Luxembourg Stock Exchange of any amendment regardless of whether Securityholders’ approval is required.

(f)After an amendment under this Section 9.02 becomes effective, the Issuer shall (or shall cause the Trustee to) deliver to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

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Section 9.03Substitution of the Issuer.

(a)Notwithstanding any other provision contained in this Indenture, (i) the Issuer may, without the consent of any Holder (and by purchasing any Securities, each Holder expressly consents to the provisions of this Section 9.03), be substituted by (i) the Company or (ii) any Wholly-Owned Subsidiary of the Company as principal debtor in respect of the Securities (in each case, in such capacity, the “Successor Issuer”); provided that the following conditions are satisfied:

(i)such documents shall be executed by the Successor Issuer, the Issuer, the Company, Fibria and the Trustee as may be necessary to give full effect to the substitution, including (i) a supplemental indenture under which the Successor Issuer assumes all of the Issuer’s obligations under this Indenture and the Securities and, unless the Guarantors’ then existing Guarantees remain in full force and effect, substitute guarantee issued by the Guarantors in respect of the Securities and (ii) a Subsidiary guarantee by the Issuer (collectively, the “Issuer Substitution Documents”) and (without limiting the generality of the foregoing) pursuant to which the Successor Issuer shall undertake in favor of each Holder to be bound by the terms and conditions of the Securities and the provisions of this Indenture as fully as if the Successor Issuer had been named in the Securities and this Indenture as the principal debtor in respect of the Securities and the Issuer shall unconditionally and irrevocably guarantee in favor of each Holder the payment of all sums payable by the Successor Issuer as such principal debtor on the same terms mutatis mutandis as the Securities;

(ii)without limiting the generality of Section 9.03(a)(i), the Issuer Substitution Documents shall contain covenants by the Successor Issuer (i) to ensure that each Holder has the benefit of a covenant in terms corresponding to the obligations of the Issuer in respect of the payment of Additional Amounts set forth in Section 4.13 of this Indenture, with the substitution of the references to Austria with references to the jurisdiction of organization of the Successor Issuer; and (ii) to indemnify each Holder and beneficial owner of the Securities against all taxes or duties (a) which arise by reason of a law or regulation in effect or contemplated on the effective date of the substitution, which may be incurred or levied against such Holder or beneficial owner of the Securities as a result of the substitution pursuant to the conditions set forth in this Section 9.03 and which would not have been so incurred or levied had such substitution not been made and (b) which are imposed on such Holder or beneficial owner of the Securities by any political subdivision or taxing authority of any country in which such Holder or beneficial owner of the Securities resides or is subject to any such tax or duty and which would not have been so imposed had the substitution not been made;

(iii)the Successor Issuer shall have delivered, or caused the delivery, to the Trustee of an Opinion of Counsel in the jurisdiction of organization of the Successor Issuer, Austria, Brazil and Luxembourg, to the effect that the Issuer Substitution Documents, this Indenture, the Securities and the Guarantees constitute legal, valid and binding obligations of the Successor Issuer, enforceable against the Successor Issuer in accordance with their terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity) and other specified legal matters, such Opinion of

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Counsel to be dated not more than five days prior to the date of succession of the Issuer by the Successor Issuer;

(iv)the Successor Issuer shall have delivered, or caused the delivery, to the Trustee of an Opinion of Counsel from New York counsel reasonably satisfactory to the Trustee, to the effect that (i) the Issuer Substitution Documents this Indenture, the Securities and the Guarantee constitute legal, valid and binding obligations of the Successor Issuer, the Company and the Guarantor parties thereto under the law of the State of New York, enforceable against such parties in accordance with their terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity), and (ii) no consent, approval, authorization or order of any U.S. federal or New York State court or governmental agency or regulatory body is required for the consummation of the transactions contemplated by the Issuer Substitution Documents and compliance with the terms thereof by each of the Successor Issuer, the Company and the Guarantor, except as may be required by U.S. state securities laws, such Opinion of Counsel to be dated not more than five days prior to the date of succession of the Issuer by the Successor Issuer;

(v)the Successor Issuer shall have delivered, or caused the delivery, to the Trustee of an Officer’s Certificate as to compliance with the provisions of this Indenture, including those provisions described under this Section 9.03;

(vi)the Successor Issuer shall have appointed a process agent in the Borough of Manhattan, in the City of New York to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Securities, this Indenture and the Issuer Substitution Documents;

(vii)no Event of Default shall have occurred and be continuing;

(viii)such substitution shall comply with all applicable requirements under the laws of the jurisdiction of organization of the Successor Issuer, Austria, Brazil and Luxembourg for the purpose of such substitution.

(b)Upon the execution of the Issuer Substitution Documents, any substitute guarantee and compliance with the other conditions set forth in Section 9.03(a) hereof, (i) the Successor Issuer shall be deemed to be named in the Securities as the principal debtor in place of the Issuer, (ii) the Securities shall thereupon be deemed to be amended to give effect to such succession, and (iii) any reference in this Indenture to the Issuer shall from then on be deemed to refer to the Successor Issuer and any reference to the country in which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed to refer to the country of domicile or residence for taxation purposes of the Successor Issuer.

(i)The Issuer Substitution Documents shall be delivered to and held by the Trustee for so long as any Securities remain outstanding and for so long as any claim may be made against the Successor Issuer or the Issuer by any Holder in respect of the Securities or the Issuer Substitution Documents shall not have been finally adjudicated, settled or discharged. The Successor Issuer and the Issuer shall acknowledge in the Issuer Substitution Documents the right

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of every Holder to the production of the Issuer Substitution Documents for the enforcement of any of the Securities, this Indenture or the Issuer Substitution Documents.

(ii)Not later than 10 Business Days after the execution of the Issuer Substitution Documents, the Successor Issuer shall give notice thereof to the Holders. Notice of any such substitution shall be published in accordance with Section 12.01.

(iii)Notwithstanding any other provision of this Indenture, the Guarantors (unless one of them is the Successor Issuer, then in such case, only the other Guarantor) shall promptly execute and deliver any documents or instruments, including any substitute guarantee and a legal opinion of internationally recognized Brazilian, Luxembourg and Austrian counsel that may be required, or that the Trustee may reasonably request, to ensure that the Guarantors’ Guarantees shall continue in full force and effect for the benefit of the Holders and beneficial owners of the Securities following the succession pursuant to this Article IX.

Section 9.04Revocation and Effect of Consents and Waivers.

(a)A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.

(b)The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding Section 9.04(a), those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of that Security to deliver it to the Trustee. The Trustee may place an appropriate notation on that Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for that Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

Section 9.06Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing

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such amendment the Trustee shall be entitled to receive indemnity and/or security reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required pursuant to Section 12.03, an Officer’s Certificate and an Opinion of Counsel each stating that such amendment is authorized or permitted by this Indenture.

ARTICLE X

GUARANTEE BY THE COMPANY

Section 10.01Guarantee. Subject to the provisions of this Article, the Company hereby irrevocably and unconditionally guarantees to each Securityholder and to the Trustee the due and punctual payment (whether at the Maturity Date, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, interest, Additional Amounts and all other amounts payable by the Issuer under this Indenture and the Securities as they come due. Upon failure by the Issuer to pay punctually any such amount, the Company shall forthwith pay the amount not so paid at the place and time and in the manner specified in this Indenture. This Guarantee constitutes a direct, general and unconditional obligation of the Company which will at all times rank at least pari passu with all other present and future unsecured obligations of the Company, except for such obligations as may be preferred by mandatory provisions of law.

Section 10.02Guarantee Unconditional. The obligations of the Company hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(a)any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Security, by operation of law or otherwise;

(b)any modification or amendment of or supplement to this Indenture (other than this Article X) or any Security;

(c)any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Security;

(d)the existence of any claim, set-off or other rights which the Company may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

(e)any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Security or any other amount payable by the Issuer under this Indenture;

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(f)any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company’s obligations hereunder; or

(g)any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Indenture.

Section 10.03Termination, Release and Discharge; Reinstatement.

(a)The Company’s obligations hereunder shall remain in full force and effect until the principal of, premium, if any, and interest on the Securities and all other amounts payable by the Issuer under this Indenture and the Securities have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Security or any other amount payable by the Issuer under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, the Company’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

(b)The Company’s obligations hereunder shall be released and relieved upon:

(i)a sale or other disposition (including by way of consolidation or merger) of the Company or the sale or disposition of all or substantially all the assets of the Company (other than to the Issuer) otherwise permitted by this Indenture, or

(ii)discharge or legal defeasance of the Securities pursuant to Section 8.01 or Section 8.04.

Section 10.04Waiver by the Company.

(a)The Company unconditionally and irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person. The Company Guarantee constitutes a guarantee of payment and not of collection.

(b)The Company unconditionally and irrevocably waives any and all rights provided under the relevant applicable law of Brazil on prior demand and protest, including those of articles 333, sole paragraph, 364, 366, 368, 821, 827, 830, 834, 835, 837, 838 and 839 of Law No. 10,406, dated January 10, 2002, as amended (Brazilian Civil Code), and articles 130 and 794 of Law No. 13,105, dated March 16, 2015, as amended (Brazilian Code of Civil Procedure).

Section 10.05Subrogation and Contribution. Upon making any payment with respect to any obligation of the Issuer under this Article X, the Company shall be subrogated to the rights of the payee against the Issuer with respect to such obligation; provided, however, that the Company shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of (and premium, if any), interest, and Additional Amounts on all Securities shall have been paid in full.

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Section 10.06Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Issuer under this Indenture or the Securities is stayed upon the insolvency, bankruptcy or reorganization of the Issuer, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Company forthwith on demand by the Trustee.

Section 10.07Execution and Delivery of Guarantee. The execution by the Company of this Indenture evidences the Guarantee of the Company, whether or not the person signing as an officer of the Company still holds that office at the time of authentication of any Security. The delivery of any Security by the Trustee after authentication constitutes due delivery of the Guarantee set forth in this Indenture on behalf of the Company.

Section 10.08Purpose of Guarantee. The Company hereby acknowledges that the purpose and intent of the Company in executing this Indenture and providing the Guarantee is to give effect to the agreement of the Company to guarantee the payment of any such amounts due by the Issuer under the Securities and this Indenture, whether such amounts are in respect of principal, interest or any other amounts (including Additional Amounts). Therefore, the Company agrees that if the Issuer shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any principal, interest or any other amounts (including Additional Amounts) with respect to this Indenture and the Securities, the Company shall promptly pay the same, without any demand or notice whatsoever. The Trustee shall promptly deposit in the account designated by the Trustee to receive payments from the Issuer with respect to the Securities for further payment to the Holders any funds it receives from the Company under or pursuant to this Guarantee in respect of the Securities.

Section 10.09Central Bank Regulations. The Company shall comply with all then-applicable Central Bank regulations to legally effect any payments under the Company Guarantee at the time any such payment is made or required to be made.

Section 10.10Place of performance of Guarantee. The exclusive place of performance (Erfüllungsort) for all rights and obligations under this Guarantee, including, but not limited to, payment obligations, shall be New York and Brazil, but in any case outside of Austria. In relation to any payment under or in connection with this Guarantee, this in particular means that such payment must be made to and from a bank account outside of Austria. The performance of any obligation or liability under or in connection with the Guarantee within Austria shall not constitute discharge or performance of such obligation or liability.

ARTICLE XI

GUARANTEE BY FIBRIA

Section 11.01Fibria Guarantee. The Company and the Issuer shall, within 60 days of the consummation of the Merger, cause Fibria to become a Guarantor hereunder and to execute and deliver to the Trustee, together with an Officers’ Certificate and an Opinion of Counsel, a supplemental indenture, substantially in the form set out in Annex A hereto, pursuant to which Fibria shall irrevocably and unconditionally guarantee to each Securityholder and to the Trustee the due and punctual payment (whether at the Final Maturity Date, upon redemption, purchase pursuant to an offer to purchase or acceleration

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or otherwise) of the principal, interest, Additional Amounts and all other amounts payable by the Issuer under this Indenture and the Securities as they come due (the “Fibria Guarantee”), subject to substantially the same terms and conditions as set forth for the Guarantee in ARTICLE X hereof.

ARTICLE XII

MISCELLANEOUS

Section 12.01Notices.

(a)Any notice or communication to the Issuer, the Company, the Trustee or the Paying Agent shall be in writing in the English language or a certified translation, and delivered in person, sent by facsimile, emailed with PDF attached, or mailed by first-class mail addressed as follows:

(i)if to the Issuer or the Company:

Suzano Papel e Celulose S.A.
Av. Brigadeiro Faria Lima, 1355 – 8th floor
01452-919 São Paulo, SP
Brazil
Attention:Marcelo Feriozzi Bacci and Gustavo de Abreu e Souza Selayzim
Facsimile:+55-11-3503-9099

(ii)if to the Trustee:

Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, MSNYC60-1630
New York, New York 10005
Attention: Corporates Team – Suzano – 2018
Facsimile:+1-732-578-4635

With a copy to:

Deutsche Bank Trust Company Americas c/o Deutsche Bank National Trust Company Trust & Agency Services
100 Plaza One, Mailstop JCY03-0801
Jersey City, New Jersey 07311
Attention:Corporates Team – Suzano – 2018
Facsimile:+1-732-578-4635

(b)The Issuer, the Company, the Trustee or the Paying Agent by notice to the other may designate additional or different addresses for subsequent notices or communications provided that such address, fax number, department or officer shall be outside of Austria. The Trustee shall accept electronic transmissions; provided that (i) the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices

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or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information and (ii) each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

(c)As long as Securities in global form are outstanding, notices to be given to Holders shall be given to the Depositary, in accordance with its applicable policies as in effect from time to time. If the Issuer issues Securities in certificated form, notices to be given to Holders shall be sent by mail to the respective addresses of the Holders as they appear in the Trustee’s records.

(d)A notice shall be deemed to have been given to a Holder upon the mailing by first class mail, postage prepaid, of such notice to such Holder at its registered addresses as recorded in the Security Register not later than the latest date, and not earlier than the earliest date, prescribed in the Securities for the giving of such notice. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

(e)Failure to mail a notice or communication to a Securityholder or any defect in a notice or communication to a Securityholder shall not affect the sufficiency of such notice or communication with respect to other Securityholders.

(f)For so long as any Securities are listed on the Luxembourg Stock Exchange and traded on the Euro MTF market and in accordance with the rules and regulations of the Euro MTF market of the Luxembourg Stock Exchange, the Issuer shall publish all notices to Securityholders on the website of the Luxembourg Stock Exchange at www.bourse.lu. The Holders shall be presumed to have received such notices on the date the Issuer or the Company first publishes them. If the Issuer and the Company are unable to give notice as described in this Section 12.01(f) because the publication on the website of the Luxembourg Stock Exchange is suspended or it is otherwise impractical for the Issuer or the Company to publish the notice, then the Issuer or the Company, or the Trustee acting on instructions from the Issuer or the Company and at the Issuer’s and the Company’s expense, shall give the Holders notice in another form. That alternate form of notice shall be sufficient notice to the Holders.

(g)Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice.

Section 12.02Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Issuer, the Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

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Section 12.03Certificate and Opinion as to Conditions Precedent.

(a)Upon any request or application by the Issuer or the Company to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or the Company, as the case may be, shall furnish to the Trustee:

(i)an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to taking the proposed action or to refraining from taking the proposed action have been complied with; and

(ii)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 12.04Statements Required in Certificate or Opinion.

(a)Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(i)a statement that the individual making such certificate or opinion has read such covenant or condition;

(ii)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)a statement that, in the opinion of such individual, such examination or investigation as is necessary has been made to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

Section 12.05When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer, the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which a Trust Officer of the Trustee has been informed in writing are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

Section 12.06Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

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Section 12.07Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

Section 12.08Governing Law. THIS INDENTURE, THE GUARANTEES AND THE SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INDENTURE, THE GUARANTEES AND THE SECURITIES AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS INDENTURE, THE GUARANTEES AND THE SECURITIES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member or stockholder of the Issuer or the Company, as such, shall have any liability for any obligations of the Issuer or the Company under the Securities, this Indenture or the Company Guarantee or for any claim based on, in respect of, or by reason of, such obligations. By accepting a Security, each Securityholder shall waive and release all such liability. Such waivers and releases shall be part of the consideration for the issuance of the Securities.

Section 12.10Successors. All agreements of the Issuer and the Company in this Indenture and the Securities shall bind their successors. All agreements of the Trustee in this Indenture shall bind their successors.

Section 12.11Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

Section 12.12Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 12.13Consent to Jurisdiction; Appointment of Agent to Accept Service of Process.

(a)Each of the parties hereto irrevocably consents and agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Guarantees or the Securities may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or

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proceedings arising out of or in connection with this Indenture the Guarantees, or the Securities brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and any right which it may be entitled on account of place of residence or domicile. To the extent that the Issuer or the Guarantors have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, each of the Issuer and the Guarantors irrevocably waive such immunity in respect of its obligations under this Indenture, any Security or the Guarantees. Each of the parties to this Indenture agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding on them and may be enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment; provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law.

(b)The Issuer and the Company have validly and effectively appointed Corporation Service Company (the “Process Agent”), with offices on the date hereof at 1180 Avenue of the Americas, Suite 210, New York, NY 10036, United States, as its authorized agent upon which process may be served in any action, suit or proceeding referred to in this Section 12.13. If for any reason such agent hereunder shall cease to be available to act as such, each of the Issuer and the Company agrees to designate a new agent in the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 12.13 reasonably satisfactory to the Trustee. Each of the Issuer and the Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Issuer or the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 12.13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to each of the Issuer and the Company at its address specified in or designated pursuant to this Indenture. Each of the Issuer and the Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders and the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law.

U.S. dollars are the sole currency of account and payment for all sums due and payable by the Issuer and the Guarantors under this Indenture, the Securities and the Guarantees. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the Issuer and the Guarantors agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee determines a Person could purchase U.S. dollars with such other currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given.

The obligation of each of the Issuer and the Guarantors in respect of any sum due to any Securityholder or the Trustee in U.S. dollars shall, to the extent permitted by applicable law,

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notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency such Securityholder or Trustee may in accordance with normal banking procedures purchase U.S. dollars in the amount originally due to such Person with the judgment currency. If the amount of U.S. dollars so purchased is less than the sum originally due to such Person, each of the Issuer and the Guarantors agrees, jointly and severally, as a separate obligation and notwithstanding any such judgment, to indemnify such Person against the resulting loss; and if the amount of U.S. dollars so purchased is greater than the sum originally due to such Person, such Person shall, by accepting a Security, be deemed to have agreed to repay such excess.

(c)The provisions of this Section 12.13 shall survive any termination of this Indenture, in whole or in part.

Section 12.14Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND ANY HOLDER BY ITS ACCEPTANCE OF THE SECURITIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE GUARANTEES, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 12.15USA PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law.

Section 12.16Force Majeure. The Trustee, the Paying Agent and their respective agents shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee, the Paying Agent and their respective agents (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

Suzano Austria GmbH
By:	/s/ Marcelo Feriozzi Bacci
	Name: Marcelo Feriozzi Bacci
	Title: Managing Director
By:	/s/ Carlos Anibal Almeida
	Name: Carlos Anibal Almeida
	Title: Managing Director
Suzano Papel e Celulose S.A.
By:	/s/ Marcelo Feriozzi Bacci
	Name: Marcelo Feriozzi Bacci
	Title: Chief Financial Officer
By:	/s/ Carlos Anibal Almeida
	Name: Carlos Anibal Almeida
	Title: Executive Officer

[Signature Page to the Indenture]

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Registrar, Paying Agent and Transfer Agent
By:	Deutsche Bank National Trust Company
By:	/s/ Annie Jaghatspanyan
	Name: Annie Jaghatspanyan
	Title: Vice President
By:	/s/ Kathryn Fischer
	Name: Kathryn Fischer
	Title: Vice President

[Signature Page to the Indenture]

RULE 144A/REGULATION S APPENDIX

PROVISIONS RELATING TO INITIAL SECURITIES

1.Definitions.

For the purposes of this Appendix the following terms shall have the meanings indicated below. Other terms used in this Appendix and not defined herein shall have the meanings assigned to them in the Indenture.

“Clearstream” means Clearstream Banking, société anonyme, Luxembourg.

“DTC” means the Depository Trust Company.

“Euroclear” means Euroclear Bank, S.A./N.V.

“Global Securities” means Regulation S Global Security, together with Restricted Global Security.

“Issuer Order” means a written request or order signed in the name of the Issuer or the Company by two Officers of Issuer or the Company, as applicable, and delivered to the Trustee.

“Non-U.S. Person” has meaning given to it in Regulation S.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

“Regulation S Global Security” means a single, permanent Restricted Global Security in definitive, fully registered book-entry form sold outside of the United States in reliance on Regulation S.

“Restricted Global Security” means a single, permanent Global Security in definitive, fully registered form without interest coupon, constituting a Restricted Security.

“Restricted Securities Legend” has the meaning set forth in Section 2.1(6) of this Appendix.

“Restricted Security” means a Security that constitutes a “restricted security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Security constitutes a Restricted Security.

“Securities Custodian” means the custodian with respect to a Global Security (as appointed by DTC), or any successor Person thereto and shall initially be Deutsche Bank Trust Company Americas.

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2.The Securities.

2.1Form and Registration.

(1)Form and Registration. The certificates representing the Securities shall be issued in fully registered form without interest coupons.

(2)Regulation S Global Security. Securities offered and sold in reliance on Regulation S under the Securities Act shall initially be represented by one or more Regulation S Global Securities, which shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the accounts of Euroclear and Clearstream (as indirect participants in DTC).

(3)Restricted Global Security. Securities sold in reliance on Rule 144A under the Securities Act shall be represented by one or more Restricted Global Securities and shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC. Each Global Security shall be subject to certain restrictions on transfer, set forth in Section 2.3 and Section 2.4 of this Appendix.

(4)Ownership. Ownership of beneficial interests in a Global Security shall be limited to persons who have accounts with DTC or Euroclear and Clearstream, as indirect participants in DTC (“participants”), or persons who hold interests through participants. Ownership of beneficial interests in a Global Security shall be shown on, and the transfer of that ownership shall be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). QIBs may hold their interests in a Restricted Global Security, directly through DTC, if they are participants in such system, or indirectly through organizations which are participants in such system.

(a)Investors may hold their interests in a Regulation S Global Security, directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems.

(b)So long as DTC or its nominee is the registered owner or holder of a Global Security, DTC or such nominee, as the case may be, shall be considered the sole owner or Holder of the Securities represented by such Global Security for all purposes under the Indenture. No beneficial owner of an interest in a Global Security shall be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the Indenture. Payments made with respect to a Global Security shall be made to DTC or its nominee, as the registered owner thereof. None of the Issuer, the Company, the Trustee or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(c)The Issuer and the Company expect that DTC or its nominee, upon receipt of any payment in respect of a Global Security, shall credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in such Global Security as shown on its records. The Issuer and the Company also expect that payments by participants to

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owners of beneficial interests in such Global Security held through such participants shall be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments shall be the responsibility of such participants.

(5)Limitation on Obligations. Although DTC, Euroclear and Clearstream are expected to follow the procedures set forth in the Indenture in order to facilitate transfers of interests in a Global Security among participants of DTC, Euroclear and Clearstream, as the case may be, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the Company, the Trustee or any Paying Agent shall have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

(6)Successors; Definitive Securities. If (i) DTC is at any time unwilling or unable to continue as a Depositary for the Global Securities and a successor Depositary or clearing agency is not appointed by the Issuer within 90 days, or (ii) an Event of Default has occurred and is continuing and the Registrar and the Issuer have received a written request from a beneficial owner of Securities to issue its proportionate interest in the Global Security, the Issuer shall issue certificated Securities which may bear the Restricted Securities Legend set forth in Exhibit 1 to this Appendix (the “Restricted Securities Legend”) to all beneficial owners, in exchange for their beneficial interests in Global Securities. Holders of an interest in a Global Security may receive certificated Securities, which may bear the Restricted Securities Legend, in accordance with DTC’s rules and procedures in addition to those provided for under the Indenture; provided, however, that if the Issuer is issuing certificated Securities pursuant to this Section 2.1(6)(ii), the Issuer shall only be required to issue certificated Securities to the beneficial owners of the Securities who request certificated Securities.

(7)Certificated Securities. Except as provided in this Section 2.1 or Section 2.3, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Securities. The registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including DTC and Persons that may hold interests through DTC, to take any action which a Holder is entitled to take under the Indenture or the Securities. In the event of transfer of a Restricted Global Security to the beneficial owners thereof in the form of certificated Securities, the Issuer shall promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form without interest coupons.

2.2Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of U.S.$1,000,000,000 of the Issuer’s 6.000% Senior Notes due January 15, 2029, and (2) any Additional Securities for an original issue in an aggregate principal amount specified in the Issuer Order and an Opinion of Counsel of the Issuer pursuant to Section 2.02 of the Indenture. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated.

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2.3Global Securities.

(1)Any Global Security (i) shall represent, and shall be denominated in an aggregate amount equal to the aggregate principal amount of, all of the Outstanding Securities, (ii) shall be registered in the name of DTC or its nominee, (iii) shall be delivered to the Trustee or the Registrar as custodian for DTC and (iv) shall bear a legend substantially to the following effect:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(2)Members of, or participants in, DTC, Euroclear or Clearstream shall have no rights under the Indenture with respect to any Global Security held on their behalf by DTC or the Trustee as its custodian, or under the Global Security, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(3)Interests of beneficial owners in the Global Securities may only be transferred or exchanged for certificated Securities in accordance with the rules and procedures of DTC, Euroclear and Clearstream and the provisions of the Indenture, including this Appendix.

(4)In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to Section 2.3(3) of this Appendix in

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the form of certificated Securities, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and principal amount of authorized denominations.

(5)Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in the other corresponding Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other corresponding Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interest in such other corresponding Global Security for as long as it remains such an interest.

(6)In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to Section 2.3(3) of this Appendix in the form of certificated Securities, the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC, Euroclear or Clearstream in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount at maturity of definitive Securities of authorized denominations.

(7)Any definitive Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to this Section 2.3 shall bear the Restricted Securities Legend.

(8)The registered Holder of any Global Security may grant proxies and otherwise authorize any person, including participants in DTC and persons that may hold interests through participants in DTC to take any action which a Holder is entitled to take under the Indenture or the Securities.

2.4Special Transfer Provisions. The following provisions shall apply with respect to the Securities:

(1)Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to any Non-U.S. Person:

(a)the Registrar shall register the transfer of any Initial Security or any Additional Security, whether or not such Security bears the Restricted Securities Legend, if the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit 2 to this Appendix;

(b)if the proposed transferee is a participant in DTC and the Securities to be transferred consist of definitive Securities which after transfer are to be evidenced by an interest in a Regulation S Global Security upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.4(1)(a) of this Appendix, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security

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in an amount equal to the principal amount of definitive Securities to be transferred, and the Trustee and/or the Registrar shall cancel the definitive Securities so transferred or decrease the principal amount of such definitive Security, as the case may be;

(c)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.4(1)(a) of this Appendix, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Global Security to be transferred.

(2)Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to a QIB (excluding Non-U.S. Persons):

(a)if the Security to be transferred consists of (i) a definitive Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to the Trustee a certificate substantially in the form set forth in Exhibit 3 to this Appendix or (ii) an interest in the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC;

(b)if the Security to be transferred consists of a definitive Security, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the definitive Security, to be transferred, and the Trustee shall cancel the definitive Security so transferred; and

(c)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferred.

(3)Restricted Securities Legend. Upon the registration of transfer, exchange or replacement of Securities not bearing the Restricted Securities Legend, the Registrar shall deliver Securities that do not bear the Restricted Securities Legend. Upon the registration of transfer, exchange or replacement of Securities bearing the Restricted Securities Legend, the Registrar shall deliver only Securities that bear the Restricted Securities Legend unless either  (i) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer, the Registrar and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or

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(ii) such Security has been sold pursuant to an effective registration statement under the Securities Act.

(4)Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 2.4(1) or 2.4(2) of this Appendix, the Registrar shall only register such transfer or exchange if such transferor delivers an Opinion of Counsel reasonably satisfactory to the Issuer, the Registrar and the Trustee that such transfer is in compliance with the Securities Act and the terms of the Indenture; provided, however, that the Issuer may, based upon the opinion of its counsel, instruct the Registrar by an Issuer Order not to register such transfer in any case where the proposed transferee is not a QIB or a Non-U.S. Person.

(5)General. By its acceptance of any Security (or any beneficial interest in any Global Security) bearing the Restricted Securities Legend, each Holder of such a Security or holder of such beneficial interest acknowledges the restrictions on transfer of such Security set forth in the Indenture and in the Restricted Securities Legend and agrees that it will transfer such Security only as provided in the Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in the Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.4. The Issuer shall have the right at its own expense to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

2.5Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for certificated Securities, redeemed, purchased or canceled, such Global Security shall be returned to DTC for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.

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EXHIBIT 1

to

RULE 144A/REGULATION S APPENDIX

[FORM OF FACE OF INITIAL SECURITY] [Global Securities Legend]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[Regulation S Securities Legend]

PRIOR TO EXPIRATION OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)), THIS SECURITY MAY NOT BE REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF THE INDENTURE REFERRED TO HEREIN.

[Restricted Securities Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN

Exh-1-1

ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER OR HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON, AS SUCH TERM IS DEFINED IN RULE 902 UNDER THE SECURITIES ACT, AND IS PURCHASING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF SUZANO AUSTRIA GMBH AND THE GUARANTOR THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN EXCEPT (I) TO SUZANO AUSTRIA GMBH OR THE GUARANTOR OR ANY SUBSIDIARY THEREOF, OR (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR (III) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (IV) (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE (A) SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “US PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH PARAGRAPH 2A(V) ABOVE, SUZANO AUSTRIA GMBH, THE GUARANTOR AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Exh-1-2

No.           U.S.$            up to U.S.$1,000,000,000

6.000% Senior Notes due January 15, 2029

CUSIP No. 86964W AC6 (144A)/ A8372T AF5 (Reg. S)

ISIN No. US86964WAC64 (144A)/ USA8372TAF50 (Reg. S)

Suzano Austria GmbH, a limited liability company incorporated under the laws of the Republic of Austria, promises to pay to         , or its registered assigns, the principal sum [of           dollars][listed on the Schedule of Increases or Decreases in the Global Note attached hereto]* on January 15, 2029.

Interest Payment Dates: January 15 and July 15, commencing on January 15, 2019

Record Dates: January 13 and July 13

Additional provisions of this Security are set forth on the other side of this Security.

*If the Security is to be issued in global form, add the Schedule of Increases or Decreases in Global Security.

Exh-1-3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

SUZANO AUSTRIA GMBH

By:

Name:

Title:

By:

Name:

Title:

Dated: September 20, 2018

Exh-1-4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas

as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

By:
	Authorized Signatory

Dated: September 20, 2018

Exh-1-5

[FORM OF REVERSE SIDE OF INITIAL SECURITY]

6.000% Senior Note due January 15, 2029

1.Interest.

Suzano Austria GmbH, a limited liability company incorporated under the laws of the Republic of Austria (such company, and its successors and assigns under the Indenture hereinafter referred to as the “Issuer”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.

The Issuer will pay interest semi-annually on January 15 and July 15 of each year, commencing on July 15, 2019 to the Paying Agent, which shall in turn distribute the interest in accordance with the Indenture. The Securities shall bear interest at the rate per annum of 6.000% from September 20, 2018, the date of issuance, or from the most recent interest payment date to which interest has been paid or provided for. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal, and pay interest on overdue interest, at the lesser of (i) 2.0% per annum higher than the per annum rate set forth in this Security and (ii) the maximum rate permitted by applicable law.

2.Method of Payment.

The Issuer will pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on January 13 or July 13 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay principal, premium, interest and Additional Amounts, if any, in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, interest and Additional Amounts, if any) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Issuer will make all payments in respect of a certificated Security (including principal, premium, interest and Additional Amounts, if any) at the office or agency of the Paying Agent or the Trustee, unless the Issuer elects to make such payments by mailing a check to the registered address of, or by wire transfer to, each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States for Holders of more than U.S.$10,000,000 of Securities, if such Holder elects payment by wire transfer by giving written notice to the Trustee or the applicable Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

The final payment on any Security in definitive, fully registered form shall be made only upon presentation and surrender of such Security at the office of the Paying Agent on the payment date.

If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

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3.Registrar and Paying Agent.

Initially, Deutsche Bank Trust Company Americas will act as Registrar and Paying Agent. The Issuer may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Issuer, the Company or any Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

4.Indenture.

The Issuer issued the Securities under an Indenture dated as of September 20, 2018 (the “Indenture”), among the Issuer, Suzano Papel e Celulose S.A., as the guarantor (the “Company”), and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent and Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture.

The Securities are general obligations of the Issuer. The Issuer shall be entitled to issue Additional Securities pursuant to Section 2.12 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its Subsidiaries to engage in transactions with Affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications.

To the extent of any conflict between the terms of the Securities and the Indenture, the applicable terms of the Indenture shall govern.

5.Optional Redemption.

(a)Optional Redemption with a Make-Whole Premium. Prior to October 15, 2028, the Issuer may redeem the Securities, in whole at any time, or in part from time to time, at a redemption price equal to the greater of (1) 100.0% of the principal amount thereof, and (2) the sum of the present values, calculated as of the Redemption Date, of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) as if the Securities were redeemed on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in each case any accrued and unpaid interest and Additional Amounts, if any, on such Securities to the Redemption Date, as calculated by the Independent Investment Banker; provided that Securities in an aggregate principal amount equal to at least U.S.$150 million remain outstanding immediately after the occurrence of any partial redemption of Securities. At any time on or after the Par Call Date, the Issuer will have the right to redeem the Securities, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest on the principal amount of the Securities being redeemed to such Redemption Date.

Exh-1-7

For purposes of the above:

“Par Call Date” means the date falling six months prior to the Maturity Date of the Securities.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Par Call Date.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealers” means BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA LLC or their respective Affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; provided that if any of the foregoing cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third Business Day preceding such Redemption Date.

(b)Redemption for Taxation Reasons. If as a result of any change in or amendment to the laws or treaties (or any rules or regulations thereunder) of any Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules or regulations (including a holding by a court of competent jurisdiction), which change or amendment or change in official position becomes effective on or after the issue date of the Securities or on or, with respect to a successor, after the date a successor assumes the obligations under the Securities, the Issuer or the Company or the successor have or will become obligated to pay Additional Amounts as described under Section 4.13 of the Indenture in excess

Exh-1-8

of the Additional Amounts that the Issuer or the Company would be obligated to pay if payments were subject to withholding or deduction at a rate of 15.0% (or at a rate of 25.0% in case the holder of the Securities is resident in a tax haven jurisdiction, i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 20.0%, or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) as a result of the taxes, duties, assessments and other governmental charges described above (the “Minimum Withholding Level”), the Issuer may, at its option, redeem all, but not less than all, of the Securities, at a redemption price equal to 100.0% of their principal amount, together with interest and Additional Amounts accrued to the date fixed for redemption, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would, but for such redemption, be obligated to pay the Additional Amounts above the Minimum Withholding Level, were a payment then due. The Issuer shall not have the right to so redeem the Securities in the event it becomes obliged to pay Additional Amounts which are less than the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Issuer shall not have the right to so redeem the Securities unless: (i) it has taken measures it considers reasonable to avoid the obligation to pay Additional Amounts; and (ii) it has complied with all applicable regulations to legally effect such redemption; provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s, the Company’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive or registered office.

In the event that the Issuer elects to so redeem the Securities, it shall deliver to the Trustee: (i) a certificate, signed in the name of the Issuer by two of its directors or by its attorney-in-fact in accordance with its articles of association, stating that the Issuer is entitled to redeem the Securities pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer to so redeem have occurred or been satisfied; and (ii) an Opinion of Counsel (as provided for in this Indenture) to the effect that the Issuer has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level as a result of the change or amendment, and that all governmental approvals necessary for the Issuer to effect the redemption have been obtained and are in full force and effect.

(c)Special Mandatory Redemption. If, for any reason, the Merger is not consummated pursuant to the Voting Agreement on or prior to September 15, 2019, or the Voting Agreement is terminated at any time prior thereto, the Issuer will be required to redeem all, but not less than all, of the Securities, at a redemption price equal to 101% of the aggregate principal amount of the Securities together with accrued and unpaid interest and Additional Amounts, if any, on the Securities to the redemption date, as calculated by the Independent Investment Banker. Upon the consummation of the Merger pursuant to the Voting Agreement on or prior to September 15, 2019, the foregoing provisions regarding the special mandatory redemption will cease to apply to the Securities.

6.Redemption Procedures.

The Issuer shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 12.01 of the Indenture, not less than 30 nor more than 60 days prior to a

Exh-1-9

date for redemption of Securities by first-class mail, postage prepaid, to each Securityholder at its registered address or otherwise in accordance with the procedures of DTC. If the Issuer itself gives the notice, it shall also deliver a copy at the same time to the Trustee.

If the Issuer elects to have the Trustee give notice of redemption the Issuer shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a shorter period), an Officer’s Certificate requesting that the Trustee select the Securities to be redeemed and/or give notice of redemption and setting forth the information required by Section 3.02(c) of the Indenture. If the Issuer elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Issuer and at the Issuer’s expense. Securities will be selected for partial redemptions in accordance with DTC procedures.

If the Issuer, or the Trustee on behalf of the Issuer, gives notice of redemption in accordance with Article 3 of the Indenture, the Securities shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to, but excluding, the Redemption Date), and from and after the Redemption Date (unless the Issuer shall default in the payment of the redemption price and accrued interest) the Securities shall cease to bear interest. Upon surrender of the Securities for redemption in accordance with the notice, the Issuer shall pay the Securities at the redemption price, together with accrued interest, if any, to, but excluding, the Redemption Date. If the Issuer shall fail to pay any Security called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Securities.

7.Put Provisions.

Upon a Change of Control that results in a Rating Decline, any Holder will have the right to cause the Issuer and the Company to repurchase all or any part (equal to U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) of the Securities of such Holder at a repurchase price equal to 101.0% of the aggregate principal amount of the Securities to be repurchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of repurchase, as provided in, and subject to the terms of, the Indenture.

8.Company Guarantee.

The payment by the Issuer of the principal of, and premium and interest on, the Securities will be fully and unconditionally guaranteed by the Company, to the extent set forth in the Indenture.

9.Fibria Guarantee

The Company and the Issuer shall, within 60 days of the consummation of the Merger, cause Fibria to become a Guarantor under the Indenture and to execute and deliver to the Trustee a supplemental indenture pursuant to which Fibria shall irrevocably and unconditionally guarantee the payment by the Issuer of the principal of, and premium and interest on, the Securities, to the extent set forth in the Indenture, as further amended by such supplemental indenture.

Exh-1-10

10.          Denominations; Transfer; Exchange.

The Securities shall be issued in registered form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof and shall be issued as one or more Global Securities. A Holder may transfer or exchange Securities in accordance with the Indenture. The Securities may be transferred, combined or divided without payment of any charge other than taxes or other governmental charges. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an Interest Payment Date.

11.          Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of it for all purposes. Payment shall be made to the person in whose name a Security is registered at the close of business on the applicable record date.

12.          Unclaimed Money.

If money for the payment of principal, premium, interest or Additional Amounts, if any, remains unclaimed for two years, the Trustee or the relevant Paying Agent shall pay the money back to the Issuer at its request. After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee or the Paying Agent for payment.

13.          Discharge; Defeasance.

Subject to certain conditions set forth in Article VIII of the Indenture, the Issuer shall be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Issuer deposits with the Trustee cash or U.S. Government Obligations for the payment of principal and interest on the Securities upon redemption or maturity, as the case may be.

14.          Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Securities may be amended without notice to any Holder or with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities.

Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Issuer, the Company and the Trustee shall be entitled to amend or supplement the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency; or to correct a manifest error or to comply with Section 5.01 of the Indenture; or to provide for uncertificated Securities in addition to or in place of certificated Securities; or to provide for any Guarantee with respect to the Securities; or to secure the Securities or to confirm and evidence the release, termination or discharge of any Guarantee or Lien securing the Securities when such release, termination or discharge is permitted by the Indenture or make any change that does not

Exh-1-11

adversely affect the rights of any Securityholder; or to conform the terms of the Indenture with the description thereof set forth in the “Description of the Notes” section of the Offering Memorandum; or to evidence and provide for the acceptance of appointment of a successor Trustee with respect to the Securities or to provide for or confirm the issuance of Additional Securities.

Subject to certain conditions set forth in the Indenture, the Issuer may, without consent of the Holders, be substituted by (i) the Company or (ii) any Wholly-Owned Subsidiary of the Company.

15.          Defaults and Remedies.

Under the Indenture, Events of Default include (a) default for 30 days in payment of any interest or related Additional Amounts, if any, on the Securities; (b) default in payment of principal of or any related Additional Amounts, if any, or premium, if any, on the Securities, when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise; (c) failure by the Company to comply with Section 5.01; (d) failure by the Issuer or the Company, as the case may be, to comply with other agreements in the Indenture and such non-compliance continues for a period of 60 consecutive days after written notice is given to Issuer and/or the Company by the Trustee or to the Issuer, the Company and the Trustee by the Holders of at least 25.0% in aggregate principal amount of the Securities; (e) certain accelerations of other Debt of the Company; (f) certain events of bankruptcy or insolvency with respect to the Issuer, the Company or any Subsidiary; (g) the Company Guarantee shall fail to be in full force and effect or is declared null and void; and (h) certain condemnation events affecting all or substantially all of the undertaking, assets and revenues of the Issuer, the Company or certain Subsidiaries for a period of 60 consecutive days or longer.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the Securities, by written notice to the Issuer and the Company (and to the Trustee if notice is given by the Holders), may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default.

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

16.          Trustee Dealings with the Issuer and the Company.

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer, the Company or their Affiliates

Exh-1-12

and may otherwise deal with the Issuer, the Company or their Affiliates with the same rights it would have if it were not Trustee.

17.          No Recourse Against Others.

No past, present or future director, officer, employee, partner, incorporator, quotaholder, member or shareholder, as such, of the Issuer, the Company or any Subsidiary of the Company, shall have any liability for any obligations of the Issuer, the Company or any Subsidiary of the Company under the Securities, the Indenture or the Company Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

18.          Authentication.

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

19.          Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

20.          CUSIP Numbers and ISINs.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers or ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers or ISINs in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

21.          Governing Law; Consent to Jurisdiction and Service of Process.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Each of the Issuer and the Company has consented to the jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Securities and has validly and effectively appointed Corporation Service Company as agent for service of process.

Exh-1-13

The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:

Suzano Papel e Celulose S.A.
Av. Brigadeiro Faria Lima, 1355 — 8th floor
01452-911 São Paulo, SP
Brazil
Attention:              Marcelo Feriozzi Bacci and Gustavo de Abreu e Souza Selayzim
Facsimile:              +55-11-3503-9099

Exh-1-14

FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE

For value received, the undersigned hereby unconditionally guarantees to the Securityholder of this Security, the cash payments in U.S. dollars of principal and interest on this Security (and including Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Securities, to the Securityholder of this Security and the Trustee, all in accordance with and subject to the terms and conditions of this Security and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of September 20, 2018 among Suzano Austria GmbH, as the Issuer, Suzano Papel e Celulose S.A., as the guarantor (the “Company”) and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent.

The obligations of the undersigned to the Securityholders and to the Trustee are expressly set forth in Article X of the Indenture. This Guarantee constitutes a direct, general and unconditional obligation of the undersigned which will at all times rank at least pari passu with all other present and future senior unsecured obligations of the undersigned, except for such obligations as may be preferred by mandatory provisions of law.

Exh-1-15

IN WITNESS WHEREOF, the Company has caused this endorsement with respect to the U.S.$1,000,000,000 6.000% Senior Notes due 2029 of Suzano Austria GmbH to be duly executed.

Dated: September 20, 2018

SUZANO PAPEL E CELULOSE S.A.

By:

Name:

Title:

By:

Name:

Title:

Exh-1-16

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him or her.

Your Signature:

Date:
	(Sign exactly as your name appears on the other side of this Security)

*Signature guaranteed by:

By:

*The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Exh-1-17

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is U.S.$[·]. The following increases or decreases in this Global Security have been made:

Date of
Exchange Amount of
decrease in
principal amount
of this Global
Security Amount of
increase in
principal amount
of this Global
Security Principal amount
of this Global
Security
following such
decrease or
increase Signature of
authorized
officer of
Trustee or
Securities
Custodian

Exh-1-18

[FORM OF] OPTION OF SECURITYHOLDER TO ELECT PURCHASE

If you elect to have this Security purchased by the Issuer pursuant to Section 4.04 of the Indenture, check the box below:

o Section 4.04

If you elect to have only part of this Security purchased by the Issuer pursuant to Section 4.04 of the Indenture, state the amount (in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) you elect to have purchased:

U.S.$                           

Dated:	Your Name:
	(Print your name exactly as it appears on the face of this Security)
	Your Signature:
	(Sign exactly as your name appears on the face of this Security)
	Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Exh-1-19

EXHIBIT 2 to
RULE 144A/REGULATION S APPENDIX

FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATION S

[Date]

Suzano Austria GmbH
c/o Suzano Papel e Celulose S.A.
Av. Brigadeiro Faria Lima, 1355 — 8th floor
01452-919 São Paulo, SP
Brazil
Attention: Marcelo Feriozzi Bacci and Gustavo de Abreu e Souza Selayzim

Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, MSNYC60-1630
New York, New York 10005
Attention: Corporates Team — Suzano - 2018

with a copy to:

DB Services Americas, Inc.
5022 Gate Parkway Suite 200
Jacksonville, FL 32256 USA
Attention: Transfer

Re:Suzano Austria GmbH (the “Issuer”)
6.000% Senior Notes due January 15, 2029 (the “Securities”)

Ladies and Gentlemen:

In connection with our proposed transfer of U.S.$                 aggregate principal amount of Securities, we confirm that such transfer has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1)           the offer of the Securities was not made to a person in the United States;

(2)           either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

Exh-2-1

(3)           no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

(4)           the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

(5)           we have advised the transferee of the transfer restrictions applicable to the Securities;

(6)           if the circumstances set forth in Rule 903(b) or 904(b) under the Securities Act are applicable, we have complied with the additional conditions therein; and

(7)           if the sale is made during a restricted period, we confirm that such sale has been made in accordance with the specific requirements of Regulation S.

You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,
[Name of Transferor]
By:
	Authorized Signature

Exh-2-2

EXHIBIT 3
to
RULE 144A/REGULATION S APPENDIX

FORM OF TRANSFER CERTIFICATE FOR
TRANSFER OF RESTRICTED GLOBAL SECURITY
BEARING A RESTRICTED SECURITIES LEGEND

[Date]

Suzano Austria GmbH
c/o Suzano Papel e Celulose S.A.
Av. Brigadeiro Faria Lima, 1355 — 8th floor
01452-919 São Paulo, SP
Brazil
Attention: Marcelo Feriozzi Bacci and Gustavo de Abreu e Souza Selayzim

Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, MSNYC60-1630
New York, New York 10005
Attention: Corporates Team — Suzano - 2018

with a copy to:

DB Services Americas, Inc.
5022 Gate Parkway Suite 200
Jacksonville, FL 32256 USA
Attention: Transfer

Re:Suzano Austria GmbH (the “Issuer”)
6.000% Senior Notes due January 15, 2029 (the “Securities”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture dated as of September 20, 2018 in regard of the Securities among Suzano Austria GmbH, as the Issuer, Suzano Papel e Celulose S.A., as the guarantor, Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent and Transfer Agent. Capitalized terms used but not defined herein will have the meaning given them in the Indenture.

This letter relates to U.S.$                aggregate principal amount of the Securities which are held in certificated form.

The undersigned has requested transfer of such Securities to a Person who will take delivery thereof in the form of a beneficial interest in the Restricted Global Security (CUSIP No. CUSIP No. 86964W AC6 (144A)/ A8372T AF5 (Reg. S); ISIN US86964WAC64 (144A)/ USA8372TAF50 (Reg. S)). In connection with such transfer, the undersigned does hereby confirm

Exh-3-1

that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and on the Securities and pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended, and accordingly, the undersigned represents that:

(1)           the Securities are being transferred to a transferee that the undersigned reasonably believes is purchasing the Securities for its own account or one or more accounts with respect to which the transferee exercises sole investment discretion; and

(2)           the undersigned reasonably believes that transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

	[NAME OF TRANSFEROR]
	By:
		Name:
		Title:
Dated:

Exh-3-2

ANNEX A

FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FIBRIA

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [·], 20[·] among Fibria Celulose S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (“Fibria”), SUZANO AUSTRIA GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the “Issuer”), SUZANO PAPEL E CELULOSE S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), as a Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”).

W I T N E S S E T H :

WHEREAS the Issuer and the Company have heretofore executed and delivered to the Trustee an Indenture (the “Base Indenture”) dated as of September 20, 2018, providing for the issuance of the U.S.$1,000,000,000 aggregate principal amount of 6.000% Senior Notes due January 15, 2029 (the “Securities”);

WHEREAS, Section 11.01 of the Base Indenture provides that under certain circumstances the Issuer and the Company will cause Fibria to execute and deliver to the Trustee a supplemental indenture pursuant to which Fibria will Guarantee payment of the Securities on the same terms and conditions by which the Company has provided its Guarantee as set forth in Article X of the Base Indenture; and

WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Trustee, the Issuer and the Company are authorized to execute and deliver this Supplemental Indenture.

For and in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Company, Fibria and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

SECTION 2. Guarantee. Fibria hereby agrees, jointly and severally with all other Guarantors, to guarantee the Issuer’s obligations under the Securities on the terms and subject to the conditions set forth in Article X of the Base Indenture and to be bound by all other applicable provisions of the Base Indenture.

SECTION 3. Ratification of Base Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Base Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Base Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

Exh-3-3

SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED UNDER THE LAWS OF SUCH STATE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

SECTION 6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction of this Supplemental Indenture.

Exh-3-4

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

Suzano Austria GmbH
By:
	Name:
	Title:
By:
	Name:
	Title:
Suzano Papel e Celulose S.A.
By:
	Name:
	Title:
By:
	Name:
	Title:

Exh-3-5

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

Fibria Celulose S.A.
By:
	Name:
	Title:
By:
	Name:
	Title:

Exh-3-6

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By: Deutsche Bank National Trust Company
By:
	Name:
	Title:
By:
	Name:
	Title:

Exh-3-7

EX-4.4

Exhibit 4.4

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 5, 2019 among FIBRIA CELULOSE S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (“Fibria”), SUZANO AUSTRIA GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the “Issuer”), SUZANO PAPEL E CELULOSE S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), as a Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”).

W I T N E S S E T H :

WHEREAS the Issuer and the Company have heretofore executed and delivered to the Trustee an Indenture (the “Base Indenture”) dated as of September 20, 2018, providing for the issuance of the U.S.$1,000,000,000 aggregate principal amount of 6.000% Senior Notes due January 15, 2029 (the “Securities”);

WHEREAS, Section 11.01 of the Base Indenture provides that under certain circumstances the Issuer and the Company will cause Fibria to execute and deliver to the Trustee a supplemental indenture pursuant to which Fibria will Guarantee payment of the Securities on the same terms and conditions by which the Company has provided its Guarantee as set forth in Article X of the Base Indenture; and

WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Trustee, the Issuer and the Company are authorized to execute and deliver this Supplemental Indenture.

For and in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Company, Fibria and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

SECTION 2. Guarantee. Fibria hereby agrees, jointly and severally with all other Guarantors, to guarantee the Issuer’s obligations under the Securities on the terms and subject to the conditions set forth in Article X of the Base Indenture and to be bound by all other applicable provisions of the Base Indenture.

SECTION 3. Ratification of Base Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Base Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Base Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED UNDER THE LAWS OF SUCH STATE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS

OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

SECTION 6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

2

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

Suzano Austria GmbH
By:	/s/ Marcelo Feriozzi Bacci
	Name:	Marcelo Feriozzi Bacci
	Title:	Managing Director
By:	/s/ Carlos Anibal Almeida
	Name:	Carlos Anibal Almeida
	Title:	Managing Director
Suzano Papel e Celulose S.A.
By:	/s/ Marcelo Feriozzi Bacci
	Name:	Marcelo Feriozzi Bacci
	Title:	Chief Financial Officer
By:	/s/ Carlos Anibal Almeida
	Name:	Carlos Anibal Almeida
	Title:	Executive Officer

[Signature Page to the First Supplemental Indenture]

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

Fibria Celulose S.A.
By:	/s/ Marcelo Feriozzi Bacci
	Name:	Marcelo Feriozzi Bacci
	Title:	Investor Relations Officer
By:	/s/ Carlos Anibal Almeida
	Name:	Carlos Anibal Almeida
	Title:	Executive Officer

[Signature Page to the First Supplemental Indenture]

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:	Deutsche Bank National Trust Company
By:	/s/ Chris Niesz
	Name:	Chris Niesz
	Title:	Vice President
By:	/s/ Debra A. Schwalb
	Name:	Debra A. Schwalb
	Title:	Vice President

[Signature Page to the First Supplemental Indenture]

EX-4.5

Exhibit 4.5

DATED AS OF MAY 29, 2019

SUZANO AUSTRIA GMBH
AS ISSUER

SUZANO S.A.
AS GUARANTOR

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS

AS TRUSTEE, REGISTRAR, PAYING AGENT AND TRANSFER AGENT

INDENTURE

U.S.$1,000,000,000
5.000% SENIOR NOTES DUE JANUARY 15, 2030

WARNING

The taking of this document or any certified copy thereof or any document which confirms or refers to this document or any document constituting substitute documentation thereof (each a “Stamp Duty Sensitive Document”) into the Republic of Austria as well as printing out any e-mail communication which confirms or refers to any Stamp Duty Sensitive Document or to which a copy, a pdf-scan or any other scan of any Stamp Duty Sensitive Document is attached in the Republic of Austria and sending any e-mail communication carrying a signature (whether digitally, manuscript or otherwise technically reproduced) which confirms or refers to any Stamp Duty Sensitive Document or to which a copy, a pdf-scan or any other scan of any Stamp Duty Sensitive Document is attached to or from an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed confirmations thereof or references thereto and any document constituting substitute documentation thereof outside of the Republic of Austria and do not (i) print out any e-mail communication which confirms or refers to any Stamp Duty Sensitive Document or to which a copy, a pdf-scan or any other scan of any Stamp Duty Sensitive Document is attached in the Republic of Austria and (ii) send any e-mail communication carrying a signature (whether digitally, manuscript or otherwise technically reproduced) which confirms or refers to any Stamp Duty Sensitive Document or to which a copy, a pdf-scan or any other scan of any Stamp Duty Sensitive Document is attached to or from an Austrian addressee.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01	Definitions	1
Section 1.02	Incorporation by Reference of Trust Indenture Act	11
Section 1.03	Rules of Construction	12
ARTICLE II THE SECURITIES		13
Section 2.01	Form and Dating	13
Section 2.02	Execution and Authentication	13
Section 2.03	Registrar and Paying Agent	14
Section 2.04	Paying Agent to Hold Money in Trust	14
Section 2.05	Securityholder Lists	15
Section 2.06	Transfer and Exchange	15
Section 2.07	Replacement Securities	17
Section 2.08	Outstanding Securities	18
Section 2.09	Temporary Securities	18
Section 2.10	Cancellation	18
Section 2.11	CUSIP Numbers and ISINs	19
Section 2.12	Issuance of Additional Securities	19
Section 2.13	Open Market Purchases	19
ARTICLE III OPTIONAL REDEMPTION OF SECURITIES		19
Section 3.01	Optional Redemption	19
Section 3.02	Notice of Redemption	21
Section 3.03	Securities Payable on Redemption Date	22
Section 3.04	Mandatory Redemption and Sinking Fund Payments	22
ARTICLE IV COVENANTS		23
Section 4.01	Performance of Obligations under the Securities	23
Section 4.02	Reports	23
Section 4.03	Limitation on Transactions with Affiliates	24
Section 4.04	Repurchases at the Option of the Holders Upon Change of Control	25
Section 4.05	Limitation on Liens	27
Section 4.06	Limitation on Sale and Leaseback Transactions	27
Section 4.07	Maintenance of Corporate Existence	27

i

Section 4.08	Maintenance of Properties	28
Section 4.09	Payment of Taxes and Other Claims	28
Section 4.10	Maintenance of Office or Agency in the State of New York	28
Section 4.11	Notices of Certain Events	29
Section 4.12	Luxembourg Listing	29
Section 4.13	Additional Amounts	29
Section 4.14	Payments and Paying Agent	31
Section 4.15	Ranking	32
Section 4.16	Use of Proceeds	32
ARTICLE V CONSOLIDATION, MERGER, OR SALE OF SUBSTANTIALLY ALL ASSETS		32
Section 5.01	Consolidation, Merger or Sale of Substantially All Assets	32
ARTICLE VI DEFAULTS AND REMEDIES		34
Section 6.01	Events of Default	34
Section 6.02	Acceleration	35
Section 6.03	Other Remedies	36
Section 6.04	Rescission/Annulment of Declaration; Waiver of Past Defaults	36
Section 6.05	Control by Majority	36
Section 6.06	Limitation on Suits	37
Section 6.07	Rights of Holders to Receive Payment	37
Section 6.08	Collection Suit by Trustee	37
Section 6.09	Trustee May File Proofs of Claim	37
Section 6.10	Priorities	38
Section 6.11	Undertaking for Costs	38
Section 6.12	Waiver of Stay or Extension Laws	38
ARTICLE VII TRUSTEE		39
Section 7.01	Duties of Trustee	39
Section 7.02	Rights of Trustee	40
Section 7.03	Individual Rights of Trustee	42
Section 7.04	Trustee’s Disclaimer	42
Section 7.05	Notice of Defaults	42
Section 7.06	Compensation and Indemnity	42
Section 7.07	Replacement of Trustee	43
Section 7.08	Successor Trustee by Merger	44
Section 7.09	Eligibility; Disqualification	45

ii

Section 7.10	Preferential Collection of Claims Against Issuer	45
Section 7.11	Appointment of Co-Trustee	45
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE		46
Section 8.01	Satisfaction and Discharge of Liability on Securities	46
Section 8.02	Application of Trust Money	47
Section 8.03	Repayment to Issuer	47
Section 8.04	Defeasance	47
Section 8.05	Reinstatement	48
ARTICLE IX AMENDMENTS		49
Section 9.01	Without Consent of Holders	49
Section 9.02	With Consent of Holders	49
Section 9.03	Substitution of the Issuer	51
Section 9.04	Revocation and Effect of Consents and Waivers	53
Section 9.05	Notation on or Exchange of Securities	53
Section 9.06	Trustee to Sign Amendments	54
ARTICLE X GUARANTEE BY THE COMPANY		54
Section 10.01	Guarantee	54
Section 10.02	Guarantee Unconditional	54
Section 10.03	Termination, Release and Discharge; Reinstatement	55
Section 10.04	Waiver by the Company	55
Section 10.05	Subrogation and Contribution	55
Section 10.06	Stay of Acceleration	56
Section 10.07	Execution and Delivery of Guarantee	56
Section 10.08	Purpose of Guarantee	56
Section 10.09	Central Bank Regulations	56
Section 10.10	Place of Performance of Guarantee	56
ARTICLE XI MISCELLANEOUS		56
Section 11.01	Notices	56
Section 11.02	Communication by Holders with Other Holders	58
Section 11.03	Certificate and Opinion as to Conditions Precedent	58
Section 11.04	Statements Required in Certificate or Opinion	59
Section 11.05	When Securities Disregarded	59
Section 11.06	Rules by Trustee, Paying Agent and Registrar	59
Section 11.07	Legal Holidays	59

iii

Section 11.08	Governing Law	59
Section 11.09	No Recourse Against Others	60
Section 11.10	Successors	60
Section 11.11	Multiple Originals	60
Section 11.12	Table of Contents; Headings	60
Section 11.13	Consent to Jurisdiction; Appointment of Agent to Accept Service of Process	60
Section 11.14	Waiver of Jury Trial	62
Section 11.15	USA PATRIOT Act	62
Section 11.16	Force Majeure	62

Rule 144A/Regulation S Appendix	PROVISIONS RELATING TO INITIAL SECURITIES
Exhibit 1 to Rule 144A/Regulation S Appendix	FORM OF INITIAL SECURITY
Exhibit 2 to Rule 144A/Regulation S Appendix	FORM OF REGULATION S TRANSFER CERTIFICATE
Exhibit 3 to Rule 144A/Regulation S Appendix	FORM OF RULE 144A TRANSFER CERTIFICATE
Annex A	FORM OF SUPPLEMENTAL INDENTURE

iv

INDENTURE dated as of May 29, 2019 among SUZANO AUSTRIA GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the “Issuer”), SUZANO S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”), registrar, paying agent and transfer agent.

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of the Issuer’s U.S.$1,000,000,000 aggregate principal amount of 5.000% Senior Notes due January 15, 2030 (the “Initial Securities”), and any Additional Securities (as defined below):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions.

“Additional Amounts” has the meaning set forth under Section 4.13.

“Additional Securities” means 5.000% Senior Notes due January 15, 2030, having identical terms and conditions as the 2030 Notes (other than the date on which the initial interest accrues from), issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, Section 2.07, or Section 2.09 of this Indenture).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable GAAP” means either (i) generally accepted accounting principles in Brazil, which are based on the Brazilian corporate law, the rules and regulations of the Brazilian securities commission and the accounting standards issued by the Brazilian Institute of Independent Accountants (Instituto dos Auditores Independentes do Brasil, IBRACON) (whether or not the Company or any of its Subsidiaries or Affiliates is otherwise subject to such rules) as in effect from time to time, or (ii) International Financial Reporting Standards as in effect from time to time (“IFRS”).

“Attributable Debt” means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

“Austria” means the Republic of Austria and any branch of power, ministry, department, authority or statutory corporation or other entity (including a trust) owned or controlled directly or indirectly by it or any of the foregoing or created by law as a public entity.

“Brazil” means The Federative Republic of Brazil and any branch of power, ministry, department, authority or statutory corporation or other entity (including a trust) owned or controlled directly or indirectly by it or any of the foregoing or created by law as a public entity.

“Business Day” means any day other than a Saturday, a Sunday or a Legal Holiday.

“Capital Lease” means, with respect to any Person, any lease of any Property which, in conformity with Applicable GAAP, is required to be capitalized on the balance sheet of such Person.

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, including any Preferred Stock, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Central Bank” means the Brazilian Central Bank (Banco Central do Brasil).

“Change of Control” means the consummation of any transaction by which (i) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than a person or group that includes any one or more of the Permitted Holders, becomes after the date hereof the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50.0% of the total voting power of the outstanding Voting Stock of the Company or (ii) (x) the Permitted Holders cease to “beneficially own” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, collectively, at least 50.0% of the total voting power of the outstanding Voting Stock of the Company, (y) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than a person or group that includes any one or more of the Permitted Holders, becomes after the date hereof the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of a greater percentage of the total voting power of the outstanding Voting Stock of the Company than the percentage beneficially owned collectively by the Permitted Holders and (z) the Permitted Holders cease to have, directly or indirectly, the power to direct or cause the direction of the management and policies of the Company.

“Change of Control Offer” means an offer made by the Issuer or the Company, following the occurrence of a Change of Control that results in a Rating Decline, to each Holder to repurchase all or any part of such Holder’s Securities pursuant to Section 4.04.

“Change of Control Payment” means, in connection with the repurchase of a Holder’s Securities pursuant to a Change of Control Offer, the payment by the Issuer or the Company of (i) 101.0% of the aggregate principal amount of such Holder’s Securities repurchased plus accrued and unpaid interest and Additional Amounts, if any, on such Securities, to, but excluding, the date

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of purchase (subject to the right of the Holders of record on the relevant  record date to receive interest and Additional Amounts, if any, on the relevant interest payment date).

“Change of Control Payment Date” means, in relation to a Change of Control Offer, the purchase date for the Securities properly tendered as specified in the notice given by the Issuer or the Company pursuant to Section 4.04 in relation to such Change of Control Offer, which date is not more than five Business Days after the Expiration Date.

“Company” means Suzano S.A., named as such in the preamble to this Indenture, excluding its Subsidiaries, until a successor replaces it and, thereafter, means the successor.

“Company Guarantee” means the Guarantee of the Securities by the Company pursuant to this Indenture.

“Consolidated Net Tangible Assets” means the total amount of assets of the Company and its Subsidiaries on a consolidated basis, less current liabilities, less depreciation, amortization and depletion, less goodwill, trade names, trademarks, patents and other intangibles, calculated based on the most recent balance sheet for which internal financial statements are available; all calculated in accordance with Applicable GAAP and calculated on a pro forma basis to give effect to any acquisition or disposition of companies, divisions, lines of businesses or operations by the Company and its Subsidiaries subsequent to such date and on or prior to the date of determination.

“Corporate Trust Office” means the principal corporate trust office of the Trustee in New York City, New York, which at Issue Date is Trust and Agency Services, 60 Wall Street, 16th floor, MSNYC60-1630, New York, NY 10005, Attention: Corporates Team — Suzano — 2019, or such other office at such address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (at such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer).

“Debt” means, with respect to any Person, without duplication,

(1)all indebtedness of such Person for borrowed money;

(2)all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade accounts payables to the extent not drawn upon or presented, or, if drawn upon or presented, to the extent the resulting obligation of the Person is paid within 10 Business Days;

(4)all obligations of such Person to pay the deferred and unpaid purchase price of property or services, all conditional sale obligations and all obligations of such person under any title retention agreement, excluding trade payables arising in the ordinary course of business;

(5)all obligations of such Person as lessee under Capital Leases;

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(6)all Debt of other Persons guaranteed by such Person to the extent so guaranteed;

(7)all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person;

(8)all obligations of such Person under Hedging Agreements;

(9)all Disqualified Equity Interests issued by such Person, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends; and

(10)all Preferred Stock issued by a Subsidiary of such Person, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person.

The amount of Debt of any Person will be deemed to be:

(A)with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(B)with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

(C)with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

(D)with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and

(E)otherwise, the outstanding principal amount thereof.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means, with respect to the Securities issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated in Section 2.03 hereof as Depositary by the Issuer pursuant to this Indenture, until a successor shall have been appointed and become such and, thereafter, “Depositary” shall mean or include such Person.

“Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are:

(1)required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the Securities for consideration other than Qualified Equity Interests, or

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(2)convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon a Change of Control occurring prior to the Stated Maturity of the Securities if those provisions:

(A)are no more favorable to the holders than Section 4.04 hereof; and

(B)specifically state that repurchase or redemption pursuant thereto will not be required prior to the Issuer’s repurchase of the Securities as required by this Indenture.

“Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“DTC” means The Depository Trust Company.

“Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into equity.

“Event of Default” has the meaning set forth under Section 6.01.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Expiration Date” has the meaning set forth under Section 4.04(b)(ii).

“Fitch” means Fitch Ratings Inc. and its successors.

“Global Security” means any Security issued in fully-registered global form to DTC (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form of Exhibit 1, with appropriate legends as specified in Section 2.3 of the Appendix and Exhibit 1.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means at any time, each Person guaranteeing the Issuer’s obligations under this Indenture.

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“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices.

“Hedging Obligations” means the obligations of any Person pursuant to any Hedging Agreement.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.

“Indenture” means this Indenture, as it may be amended or supplemented from time to time in accordance with the applicable terms hereof.

“Initial Securities” has the meaning set forth in the preamble to this Indenture.

“Interest Payment Date” means January 15 and July 15, commencing on January 15, 2020.

“Investment Grade Rating” means “BBB-” or higher by S&P, “Baa3” or higher by Moody’s or “BBB-” or higher by Fitch, or the equivalent of such global ratings by S&P, Moody’s or Fitch.

“Issue Date” means May 29, 2019.

“Issuer” means Suzano Austria GmbH, named as such in the preamble to this Indenture, excluding its Subsidiaries, until a successor replaces it and, thereafter, means the successor.

“Issuer Order” means a written request or order signed in the name of the Issuer or the Company by two Officers of Issuer or the Company, as applicable, and delivered to the Trustee.

“Legal Holiday” means a day on which banking institutions are not required by law to be open in the State of New York or São Paulo, Brazil.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease).

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of either the Issuer or the Company to perform any of its obligations under this Indenture.

“Maturity Date” means January 15, 2030.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Offering Memorandum” means the final offering memorandum for the U.S.$1,000,000,000 5.000% Notes due January 15, 2030 of the Issuer, dated May 21, 2019.

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“Officer” means (i) with respect to the Issuer, any director or authorized representative of the Issuer and (ii) with respect to the Company or any Subsidiary, any authorized representative of the Company or any Subsidiary including any of the president, vice president, executive officer, financial officer or general counsel of the Company or any Subsidiary, as the case may be.

“Officer’s Certificate” means a certificate signed by an Officer of the Issuer or the Company, as applicable.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Issuer or the Company, as applicable (except as otherwise provided in this Indenture), as reasonably acceptable to the Trustee.

“Outstanding Securities” has the meaning set forth under Section 2.08.

“Paying Agent” has the meaning set forth under Section 2.03.

“Permitted Holders” means (i) Suzano Holding S.A. or any Affiliate thereof, David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Lisabeth S. Sander, Janet Guper, André Guper, Pedro Noah Hornett Guper and Ian Baruch Hornett Guper, or any of their respective successors, or (ii) an entity that is directly or indirectly controlled by one or more of the Persons listed in clause (i).

“Permitted Liens” means:

(1)any Lien existing on the date of this Indenture, and any extension, renewal or replacement thereof or of any Lien in clauses (2) or (3) below; provided, however, that the total amount of Debt so secured is not increased plus any fees and expenses in connection with such extension, renewal or replacement;

(2)any Lien on any property or assets (including Capital Stock of any person) securing Debt incurred solely for purposes of financing the acquisition, construction or improvement of such property or assets after the date of this Indenture; provided that (a) the aggregate principal amount of Debt secured by the Liens will not exceed (but may be less than) 130% of the cost (i.e., purchase price) of the property or assets so acquired, constructed or improved and (b) the Lien is incurred before, or within 365 days after the completion of, such acquisition, construction or improvement and does not encumber any other property or assets of the Company or any of its Subsidiaries; and provided, further, that to the extent that the property or asset acquired is Capital Stock, the Lien also may encumber other property or assets of the person so acquired;

(3)any Lien securing Debt incurred for the purpose of financing all or part of the cost of the acquisition, construction or development of a project; provided that the lenders of such Debt expressly agree to limit their recourse in respect of such Debt to assets (including Capital Stock of the project entity) and/or revenues of such project with an aggregate value of not more than the amount of such Debt; and provided, further, that the Lien is incurred before, or within 365 days after the completion of, that acquisition, construction or development and does not apply to any other property or assets of the Company or any Subsidiary;

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(4)any Lien existing on any property or assets of any person before that person’s acquisition (in whole or in part) by, merger into or consolidation with the Company or any of its Subsidiaries after the date of this Indenture; provided that the Lien is not created in contemplation of or in connection with such acquisition, merger or consolidation;

(5)any Lien in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of the Company or any of its Subsidiaries in the ordinary course of business;

(6)any Liens granted to secure borrowings from, directly or indirectly, (a) Banco Nacional de Desenvolvimento Econômico e Social — BNDES (including borrowings from any Brazilian governmental bank with funds provided by Brazilian regional funds including Financiadora de Estudos e Projetos — FINEP, Fundo de Desenvolvimento do Nordeste — FDNE, Banco do Nordeste do Brasil and Fundo de Desenvolvimento do Centro Oeste — FCO), or any other Brazilian governmental development bank or credit agency or (b) any international or multilateral development bank or government-sponsored agency, export-import bank or official export-import credit insurer;

(7)any pledge or deposit made in connection with workers’ compensation, unemployment insurance or other similar social security legislation, any deposit to secure appeal bonds, judicial deposits or other similar Guarantee in proceedings being contested in good faith to which the Company or any Subsidiary is a party, good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any its Subsidiaries is a party or deposits for the payment of rent, in each case made in the ordinary course of business;

(8)any Lien imposed by law that was incurred in the ordinary course of business, including, without limitation, carriers’, warehousemen’s and mechanics’ liens and other similar encumbrances arising in the ordinary course of business, in each case for sums not yet due or being contested in good faith by appropriate proceedings;

(9)any rights of set-off of any Person with respect to any deposit account of the Company or any of its Subsidiaries arising in the ordinary course of business;

(10)any Lien on cash or cash equivalents securing Hedging Agreements or other similar transactions in the ordinary course of business;

(11)any Lien securing taxes, assessments and other governmental charges, the payment of which are not yet due or are being contested in good faith by appropriate proceedings and for which such reserves or other appropriate provisions, if any, have been established as required by Applicable GAAP;

(12)any Liens on the receivables of the Company or any of its Subsidiaries securing the obligations of such Person under any line of credit or working capital facility; provided that the aggregate amount of receivables securing Debt shall not exceed 80.0% of the Company’s and its Subsidiaries’ aggregate outstanding receivables from time to time; and

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(13)in addition to the foregoing Liens set forth in clauses (1) through (12) above, Liens securing Debt of the Company or any of its Subsidiaries which do not in aggregate principal amount, at any time of determination, exceed 17.0% of the Company’s Consolidated Net Tangible Assets (the “General Liens Basket”).

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights over any other Capital Stock of such Person with respect to dividends, distributions or redemptions or upon liquidation.

“Process Agent” has the meaning set forth for such term in Section 11.13(b).

“Property” means (i) any land, buildings, machinery and other improvements and equipment located therein, (ii) any intangible assets, including, without limitation, any brand names, trademarks, copyrights and patents and similar rights and (iii) any income (licensing or otherwise), proceeds of sale or other revenues therefrom.

“Protected Purchaser” means a purchaser of a Security, or of an interest therein, who (a) gives value, (b) does not have notice of any adverse claim to the Security, and (c) obtains control of the Security.

“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Rating Agency” means S&P, Fitch or Moody’s; or if S&P, Fitch or Moody’s are not making rating of the Securities publicly available, an internationally recognized U.S. rating agency or agencies, as the case may be, selected by the Issuer, which will be substituted for S&P, Fitch or Moody’s, as the case may be.

“Rating Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible down grade by either Rating Agency) after the earlier of the date of public notice of a Change of Control and of the Issuer’s intention or that of any Person to effect a Change of Control, (i) in the event the Securities are assigned an Investment Grade Rating by at least two of the Rating Agencies prior to such public notice, the rating of the Securities by at least two of the Rating Agencies shall be below an Investment Grade Rating; or (ii) in the event the Securities are not assigned an Investment Grade Rating by at least two of the Rating Agencies prior to such public notice, the rating of the Securities by at least two of the Rating Agencies shall be decreased by one or more categories; provided that there shall be no Rating Decline to the extent the Securities continue to have an Investment Grade Rating by at least one of the Rating Agencies.

“Redemption Date” means, with respect to any redemption of Securities, the date fixed for such redemption pursuant to this Indenture and the Securities.

“Registrar” has the meaning set forth under Section 2.03.

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“Relevant Date” has the meaning set forth under Section 4.13(c).

“Relevant Taxing Jurisdiction” has the meaning set forth under Section 4.13(a).

“Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its successors.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities” means the Initial Securities and any Additional Securities issued under this Indenture.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Security Register” means a register of Securities kept at the corporate trust office of the Registrar.

“Significant Subsidiary” of any Person means any Subsidiary of the Company, or any group of Subsidiaries, if taken together as a single entity, that would be a “significant subsidiary” of such Person within the meaning of Rule 1-02 under Regulation S-X promulgated pursuant to the Securities Act.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

“Subsidiary” means with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which more than 50.0% of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more Subsidiaries of such Person (or a combination thereof).

“TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. Notwithstanding the foregoing definition, this Indenture shall not be governed by, or subject to the TIA.

“Transfer Agent” means each of the transfer agents identified in the preamble to this Indenture, until replaced by a successor and, thereafter, means the successor, and any other transfer agent appointed by the Issuer or the Company to act as such.

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“Transfer Restricted Securities” means Securities that bear or are required to bear the Restricted Securities Legend (as defined in Section 2.1(6) of the Appendix).

“Trust Officer” means any officer in the corporate trust department of the Trustee having direct responsibility for the administration of this Indenture, or any other officer to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it and, thereafter, means the successor.

“United States” or “U.S.” means the United States of America.

“USA PATRIOT Act” means the Uniting and Strengthening America by Protecting Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“U.S. Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978, as amended, and codified as 11 U.S.C. §§101 et seq.

“U.S. Dollars” or “U.S.$” each mean the currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the U.S. as in effect from time to time.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States or by any agent or instrumentality thereof; provided that the full faith and credit of the United States is pledged in support thereof.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly-Owned Subsidiary” means a Subsidiary of which at least 95.0% of the Capital Stock (other than directors’ qualifying shares) is directly or indirectly owned by the Company.

Section 1.02Incorporation by Reference of Trust Indenture Act. The following TIA terms have the following meanings:

“Commission” means the SEC;

“indenture securities” means the Securities and any Company Guarantee;

“indenture security holder” means a Securityholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

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“obligor” on the Securities and the Company Guarantee, respectively, means the Issuer and the Company, respectively, and any successor obligor on the Securities and the Company Guarantee, respectively.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

Section 1.03Rules of Construction.

(a)Unless the context otherwise requires:

(i)a term has the meaning assigned to it;

(ii)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with Applicable GAAP;

(iii)“or” is not exclusive;

(iv)“including” means including without limitation;

(v)words in the singular include the plural and words in the plural include the singular;

(vi)unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;

(vii)the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;

(viii)all references to the date the Initial Securities were originally issued shall refer to the Issue Date;

(ix)unless context requires otherwise, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture;

(x)unless otherwise stated, any agreement, contract or document defined or referred to herein shall mean such agreement, contract or document and all schedules, exhibits and attachments thereto as in effect as of the date hereof, as the same may thereafter be amended, supplemented or otherwise modified from time to time; and

(xi)all references in this Indenture and the Securities to interest in respect of any Security shall be deemed to include all Additional Amounts, if any, in respect of such Security, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof or thereof shall not be construed, without more, as

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excluding reference to Additional Amounts in those provisions hereof or thereof where such express mention is not made.

ARTICLE II

THE SECURITIES

Section 2.01Form and Dating. Provisions relating to the Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly made a part of, this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or the Company are subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer or the Company). Each Security shall be dated the date of its authentication. The Securities will be issuable in denominations of U.S.$200,000 in principal amount and any multiple of U.S.$1,000 in excess thereof. The Securities shall be fully, unconditionally and irrevocably guaranteed by the Company in accordance with Article X. The terms of the Initial Securities set forth in the Appendix and Exhibit 1 are part of the terms of this Indenture.

Section 2.02Execution and Authentication.

(a)An Officer of the Issuer shall sign the Securities for the Issuer, and an Officer of the Company shall sign the notation in the Securities relating to the Company Guarantee. Each such signature may be by manual or facsimile signature of such Officer.

(b)If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

(c)A Security shall not be valid until a Trust Officer of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

(d)On the Issue Date, the Trustee shall authenticate and deliver U.S.$1,000,000,000 aggregate principal amount of 5.000% Senior Notes due January 15, 2030 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuer signed by two Officers of the Issuer. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.12 after the Issue Date, shall certify that such issuance is in compliance with this Indenture and shall state (i) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture and (ii) the initial Interest Payment Date.

(e)The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Securities. Unless limited by the terms of such appointment, an

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authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Section 2.03Registrar and Paying Agent.

(a)The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York where the Securities may be presented or surrendered for registration of transfer or for exchange, where the Securities may be presented for payment and for the service of notices and demands to or upon the Issuer in respect of the Securities and this Indenture. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any paying agent appointed in this Indenture and any additional paying agent, and the term “Registrar” includes any additional Registrar or co-registrar.

(b)The Issuer shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer, the Company or any Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

(c)The Issuer initially appoints (i) the Trustee as the Registrar, Paying Agent and Transfer Agent in connection with the Securities and (ii) DTC as Depositary with respect to the Securities.

Section 2.04Paying Agent to Hold Money in Trust.

(a)The Issuer hereby acknowledges and confirms that it is and at all times shall remain absolutely and unconditionally obligated to pay all amounts due and owing hereunder, as the same shall become due and owing. All payments of principal, premium and interest required to be made by the Issuer hereunder (including any Additional Amounts) shall be made in U.S. dollars, pursuant to the terms hereof, by the Issuer to the Paying Agent to the extent appointed hereunder or to the Trustee by 11:00 a.m. (New York City time) on each Interest Payment Date, Redemption Date, purchase date, Change of Control Payment Date or Maturity Date on any Securities, unless otherwise provided for in this Indenture. The Paying Agent shall hold in trust, for the benefit of the Holders or the Trustee, all money held by such Paying Agent for the payment of principal, premium or interest on the Securities. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.

(b)The receipt by the Paying Agent or the Trustee from the Issuer of each payment of principal, interest and/or other amounts due in respect of the Securities in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts

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are then due, shall be valid and effective to satisfy and discharge all the obligations of the Issuer herein and under the Securities to make such payment to the Holders on the due date thereof.

Section 2.05Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing at least one Business Day before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

Section 2.06Transfer and Exchange.

(a)The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture are met and if the transferee certifies to the Issuer and Registrar that: (i) under the terms of the Security, the Person seeking registration of transfer is eligible to have the Security registered in its name, (ii) the endorsement or instruction is made by the appropriate Person or by an agent who has actual authority to act on behalf of the appropriate Person, (iii) reasonable assurance is given that the endorsement or instruction is genuine and authorized, (iv) any applicable law relating to the collection of taxes has been complied with, (v) the transfer does not violate any restriction on transfer imposed by the Issuer, (vi) a demand that the Issuer not register transfer has not become effective (or, if such a demand has become effective, the Issuer has given notice to the Person making such demand stating that (x) registration of transfer of the Security is sought, (y) a demand that the Issuer not register transfer had previously been received and (z) the Issuer shall withhold registration for 10 days from the date of communication of such notice) and (vii) the transfer is in fact rightful or is to a Protected Purchaser. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate and deliver Securities at the Registrar’s or co-registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 4.04 and Section 9.05). The Issuer shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected and delivered for redemption or any Securities for a period of 15 days before an Interest Payment Date.

(b)The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to any Non-U.S. Person:

(i)the Registrar shall register the transfer of any Initial Security or any Additional Security, whether or not such Security bears the Restricted Securities Legend, if the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit 2;

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(ii)if the proposed transferee is a participant in DTC and the Securities to be transferred consist of definitive Securities which after transfer are to be evidenced by an interest in a Regulation S Global Security upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.06(b)(i), the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of definitive Securities to be transferred, and the Trustee and/or the Registrar shall cancel the definitive Securities so transferred or decrease the principal amount of such definitive Security, as the case may be;

(iii)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.06(b)(i), the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Global Security to be transferred.

(c)The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to a QIB (excluding Non-U.S. Persons):

(i)if the Security to be transferred consists of (i) a definitive Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to the Trustee a certificate substantially in the form set forth in Exhibit 3 or (ii) an interest in the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC;

(ii)if the Security to be transferred consists of a definitive Security, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the definitive Security, to be transferred, and the Trustee shall cancel the definitive Security so transferred; and

(iii)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferred.

(d)Prior to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the

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purpose of receiving payment of principal of and interest (and Additional Amounts, if any) on such Security and for all other purposes whatsoever, whether or not presentation of such Security is overdue, and none of the Issuer, the Trustee, any Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary.

(e)All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

(f)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among participants in DTC or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine compliance as to form with the express requirements hereof.

(g)None of the Trustee, the Registrar, the Paying Agent or the Transfer Agent have any responsibility or obligation to any beneficial owner of an interest in a Global Security, any agent member or other member of, or a participant in, DTC or other person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any agent member or other participant, member, beneficial owner or other person (other than DTC) of any notice or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the Holders (which shall be DTC or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its agent members and other members, participants and any beneficial owners.

Section 2.07Replacement Securities.

(a)If (i) any mutilated Security is surrendered to the Issuer, a Registrar, or the Trustee, or (ii) the Issuer, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or left of any Security, and, unless otherwise agreed by the Issuer and the Trustee, there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to hold each of them harmless; then, in the absence of notice to the Issuer or the Trustee that such Security has been acquired by a Protected Purchaser, the Issuer shall execute and the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.

(b)In case any such mutilated, destroyed, lost or stolen Security has become due and payable, or has been called for redemption by the Issuer pursuant to Article III of this

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Indenture, the Issuer in its discretion may, instead of issuing a new Security, pay or redeem such Security, as the case may be.

(c)Upon the issuance of any new Security under this Section 2.07, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expense (including the fees and expenses of the Trustee or the Registrar) in connection therewith.

(d)Every replacement Security is an additional obligation of the Issuer.

(e)The provisions of this Section 2.07 are exclusive and, to the extent lawful, shall preclude all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.08Outstanding Securities.

(a)Securities outstanding at any time (“Outstanding Securities”) are all Securities authenticated by the Trustee except for those cancelled by it pursuant to Section 2.10 hereof, those delivered to the Trustee for cancellation or surrendered for transfer or exchange, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Article IX and Section 11.05, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

(b)If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.

(c)If any Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, premium, interest and Additional Amounts (if any) payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date, such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Section 2.09Temporary Securities. Until definitive Securities are ready for delivery, the Issuer may prepare and execute and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and execute and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities.

Section 2.10Cancellation. The Issuer at any time may deliver Securities to the Registrar for cancellation, along with a written notice to the Trustee advising it of the cancellation. The Registrar shall forward to the Trustee any Securities surrendered to it for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancellation in accordance with its procedures for the disposition of cancelled securities and, upon the written request of the Issuer, deliver a certificate of such

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disposition to the Issuer unless the Issuer directs the Trustee to deliver cancelled Securities to the Issuer. The Issuer may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation.

Section 2.11CUSIP Numbers and ISINs. The Issuer in issuing the Securities may use “CUSIP” numbers and “ISINs” (if then generally in use) or similar numbers and, if so, the Trustee shall use “CUSIP” numbers, “ISINs” or similar numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the CUSIP or ISIN numbers.

Section 2.12Issuance of Additional Securities. The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, and without the consent of the Securityholders, create and issue Additional Securities under this Indenture having identical terms in all respects as the Initial Securities except the date from which interest will accrue; provided, however, that unless such Additional Securities are issued under a separate CUSIP, either such Additional Securities are part of the same “issue” within the meaning of United States Treasury Regulation Section 1.1275-1(f) or 1.1275-2(k), or such Additional Securities are issued with de minimis original issue discount, if any, for U.S. federal income tax purposes. The Initial Securities and any Additional Securities issued under this Indenture will be treated as a single class for all purposes under this Indenture and shall vote together as one class on all matters with respect to the Securities.

Section 2.13Open Market Purchases. The Issuer or any of its Affiliates may at any time purchase Securities in the open market or otherwise at any price.

ARTICLE III

OPTIONAL REDEMPTION OF SECURITIES

Section 3.01Optional Redemption.

(a)Optional Redemption with a Make-Whole Premium.

(i)Prior to October 15, 2029 (the “Par Call Date”), the Issuer may redeem the Securities, in whole at any time, or in part from time to time, at a redemption price equal to the greater of (1) 100.0% of the principal amount thereof, and (2) the sum of the present values, calculated as of the Redemption Date, of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) as if the Securities were redeemed on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus in each case any accrued and unpaid interest and Additional Amounts, if any, on such Notes to the Redemption Date, as calculated by the Independent Investment Banker; provided that Securities in an aggregate principal amount equal to at least U.S.$150 million remain

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outstanding immediately after the occurrence of any partial redemption of Securities. At any time on or after the Par Call Date, the Issuer will have the right to redeem the Securities, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest on the principal amount of the Securities being redeemed to such Redemption Date.

(ii)

(A)For purposes of this Section 3.01(a):

(1)“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

(2)“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Par Call Date.

(3)“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

(4)“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

(5)“Reference Treasury Dealer” means BNP Paribas Securities Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Rabo Securities USA, Inc., Scotia Capital (USA) Inc. or their respective Affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; provided that if any of the foregoing cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer.

(6)“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third Business Day preceding such Redemption Date.

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(b)Redemption for Taxation Reasons.

(i)If as a result of any change in or amendment to the laws or treaties (or any rules or regulations thereunder) of any Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules or regulations (including a holding by a court of competent jurisdiction), which change or amendment or change in official position becomes effective on or after the issue date of the Securities or, with respect to a successor, after the date a successor assumes the obligations under the Securities or the Company Guarantee, the Issuer or the Company or the successor have or will become obligated to pay Additional Amounts as described under Section 4.13 of this Indenture in excess of the Additional Amounts that the Issuer or the Company would be obligated to pay if payments were subject to withholding or deduction at a rate of 15.0% (or at a rate of 25.0% in case the holder of the Securities is resident in a tax haven jurisdiction; i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 20.0% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) as a result of the taxes, duties, assessments and other governmental charges described above (the “Minimum Withholding Level”), the Issuer may, at its option, redeem all, but not less than all, of the Securities, at a redemption price equal to 100.0% of their principal amount, together with interest and Additional Amounts accrued to the date fixed for redemption, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would, but for such redemption, be obligated to pay the Additional Amounts above the Minimum Withholding Level, were a payment then due. The Issuer shall not have the right to so redeem the Securities in the event it becomes obliged to pay Additional Amounts which are less than the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Issuer shall not have the right to so redeem the Securities unless: (A) it has taken measures it considers reasonable to avoid the obligation to pay Additional Amounts; and (B) it has complied with all applicable regulations to legally effect such redemption; provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s, the Company’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive or registered office.

(ii)In the event that the Issuer elects to so redeem the Securities, it shall deliver to the Trustee: (A) an Officer’s Certificate, signed in the name of the Issuer by two of its directors or by its attorney in fact in accordance with its articles of association, stating that the Issuer is entitled to redeem the Securities pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer to so redeem have occurred or been satisfied; and (B) an Opinion of Counsel to the effect that the Issuer has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level as a result of the change or amendment and that all governmental approvals necessary for the Issuer to effect the redemption have been obtained and are in full force and effect.

Section 3.02Notice of Redemption.

(a)The Issuer shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 11.01, not less than 30 nor more than 60 days prior to a date

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for redemption of Securities. If the Issuer itself gives the notice, it shall also deliver a copy to the Trustee.

(b)If the Issuer elects to have the Trustee give notice of redemption, the Issuer shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a shorter period), an Officer’s Certificate requesting that the Trustee give notice of redemption and setting forth the information required by clause (c) of this Section 3.02. If the Issuer elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Issuer and at the Issuer’s expense. Securities will be selected for partial redemptions in accordance with DTC procedures.

(c)All notices of redemption shall state:

(i)the Redemption Date;

(ii)the redemption price and the amount of any accrued interest payable as provided in Section 3.03 (or the calculation of such redemption price);

(iii)that on the Redemption Date the redemption price and any accrued interest payable to, but excluding, the Redemption Date as provided in Section 3.03 shall become due and payable in respect of each Security to be redeemed, and, unless the Issuer defaults in making the redemption payment, that interest on each Security to be redeemed, shall cease to accrue on and after the Redemption Date;

(iv)the place or places where a Securityholder must surrender the Securityholder’s Securities for payment of the redemption price; and

(v)the CUSIP or ISIN number, if any, listed in the notice or printed on the Securities, and that no representation is made as to the accuracy or correctness of such CUSIP or ISIN number.

Section 3.03Securities Payable on Redemption Date. If the Issuer, or the Trustee on behalf of the Issuer, gives notice of redemption in accordance with this Article III, the Securities called for redemption, shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to, but excluding, the Redemption Date), and from and after the Redemption Date (unless the Issuer shall default in the payment of the redemption price and accrued interest) the Securities shall cease to bear interest. Upon surrender of the Securities for redemption in accordance with the notice, the Issuer shall pay the Securities at the redemption price, together with accrued interest, if any, to, but excluding, the Redemption Date. If the Issuer shall fail to pay any Security called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Securities.

Section 3.04Mandatory Redemption and Sinking Fund Payments. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Securities.

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ARTICLE IV

COVENANTS

Section 4.01Performance of Obligations under the Securities. The Issuer shall duly and punctually pay the principal of (and premium, if any) and interest and Additional Amounts, if any, on the Securities in accordance with the terms of the Securities and this Indenture. The Company shall duly and punctually pay any amounts owed by it under its Guarantee in accordance with the terms of the Securities and this Indenture. The principal of (and premium, if any) and interest and Additional Amounts, if any, on the Securities shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due. Nevertheless, the Issuer shall pay interest on overdue principal, and pay interest on overdue interest, at the lesser of (i) 2.0% per annum higher than the per annum rate set forth in this Indenture and in the Securities and (ii) the maximum rate permitted by applicable law.

Section 4.02Reports. So long as any new Securities remain outstanding:

(a)The Company shall:

(i)in the event the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, provide the Trustee and the holders of Securities with annual financial statements audited by an internationally recognized firm of independent public accountants within 120 days of the end of each fiscal year and unaudited quarterly financial information within 90 days of the end of each of the first three fiscal quarters of each fiscal year, in each case prepared in accordance with Applicable GAAP and shall be accompanied by a discussion and analysis substantially in the format of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that is included in the Offering Memorandum, in each case prepared in Portuguese and English, unless such information is publicly available on the Company’s website; or

(ii)in the event the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, provide the Trustee, promptly after their filing with the United States Securities and Exchange Commission (the “SEC”), for further delivery to a holder upon request by any such holder, with copies of:

(A)annual reports on Form 20-F (or any successor form) filed with the SEC and, if required by applicable securities law, a reconciliation to U.S. GAAP;

(B)reports on Form 6-K (or any successor form) that include quarterly financial statements filed with the SEC; and

(C)such other reports on Form 6-K (or any successor form relating to the occurrence of an event that would be required to be reported thereon;

unless filings are publicly available on the SEC’s EDGAR System. The Trustee shall have no obligation to determine if and when any reports are publicly available on the SEC’s EDGAR System.

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(b)The Company will provide the Trustee, for further delivery to a holder upon request by such holder, with copies (including English translations of documents in other languages) of all public filings made by it with any stock exchange or securities regulatory agency promptly after their respective filing.

(c)At any time when the Company is not subject to or is not current in its reporting obligations under Section 13 or 15(d) of the Exchange Act, the Company shall make available, upon request, to any Holder of Securities and any prospective purchaser of Securities the information required pursuant to Rule 144A(d)(4) under the Securities Act.

(d)In addition, the Company shall at all times comply with the periodic reporting requirements of the Euro MTF market of the Luxembourg Stock Exchange or any other stock exchange, if any, on which the Securities may be listed, in each case as in effect at the time of reporting so long as the Securities are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market or any such other stock exchange.

(e)So long as the Securities are outstanding, the Issuer and the Company shall make available the information specified in the preceding paragraph at the specified office of the Trustee.

(f)Delivery of such reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s and the Company’s compliance with any of its respective covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 4.03Limitation on Transactions with Affiliates.

(a)Upon request, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with any Affiliate of the Company (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or its Subsidiaries than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company.

(b)In any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of U.S.$20,000,000 (or the equivalent thereof at the time of determination), the Company shall first deliver to the Trustee an Officer’s Certificate to the effect that such transaction or series of related transactions are on fair and reasonable terms no less favorable to the Company or such Subsidiary than could be obtained in a comparable arm’s-length transaction and is otherwise compliant with the terms of this Indenture.

(c)Neither Section 4.03(a) nor Section 4.03(b) shall apply to:

(i)any transaction between the Company and any of its Subsidiaries or between or among Subsidiaries of the Company;

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(ii)any transaction between the Company or any of its Subsidiaries, on the one hand, and any joint venture, on the other, on market terms;

(iii)the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;

(iv)any issuance or sale of Equity Interests of the Company (other than Disqualified Stock);

(v)transactions or payments (including loans and advances) pursuant to any employee, officer or director compensation or benefit plans, customary indemnifications or arrangements entered into in the ordinary course of business;

(vi)transactions pursuant to agreements in effect on the Issue Date and described in the Offering Memorandum, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Subsidiaries than those in effect on the date of this Indenture;

(vii)any Sale and Leaseback Transaction otherwise permitted under Section 4.06 if such transaction is on market terms;

(viii)transactions with customers, clients, distributors, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and on market terms;

(ix)the provision of administrative services to any joint venture on substantially the same terms provided to or by Subsidiaries of the Company; and

(x)any guarantee or security granted by an affiliate of the Company in favor of the Company or any of its Subsidiaries on market terms.

Section 4.04Repurchases at the Option of the Holders Upon Change of Control.

(a)Upon the occurrence of a Change of Control that results in a Rating Decline, each Holder shall have the right to require the Issuer to repurchase all or any part (equal to U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) of that Holder’s Securities pursuant to a Change of Control Offer. No such purchase in part shall reduce the outstanding principal amount of the Securities held by any Holder to below U.S.$200,000. In the Change of Control Offer, the Issuer or the Company shall offer a Change of Control Payment.

(b)Within 30 days following any Change of Control that results in a Rating Decline, the Issuer or the Company shall make a Change of Control Offer by notice to each Holder in accordance with the provisions of Section 11.01, stating:

(i)that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Securities in exchange for its respective portion of the Change of Control Payment;

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(ii)an expiration date (the “Expiration Date”) not less than 30 days or more than 60 days after the date of the Change of Control Offer;

(iii)the Change of Control Payment and the Change of Control Payment Date;

(iv)information concerning the business of the Company and its Subsidiaries, including the relevant facts regarding such Change of Control, which the Issuer in good faith believes shall enable the Holders to make an informed decision with respect to the Change of Control Offer; and

(v)the instructions, as determined by the Issuer, consistent with this Section 4.04, that a Holder must follow in order to have its Securities repurchased.

(c)Holders electing to have a Security repurchased shall be required to surrender the Security, with an appropriate form duly completed, to the exchange agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election if each of the Trustee and the Issuer receives not later than one Business Day prior to the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for repurchase by the Holder and a statement that such Holder is withdrawing his election to have such Security repurchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.

(d)On the Change of Control Payment Date, the Issuer or the Company shall, to the extent lawful:

(i)accept for payment all Securities or portions of Securities properly tendered and not validly withdrawn pursuant to the Change of Control Offer;

(ii)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly tendered and not validly withdrawn; and

(iii)deliver or cause to be delivered, if applicable, to the Trustee for cancellation the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Issuer or the Company.

(e)The Paying Agent shall promptly deliver to each Holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any; provided that each new Security shall be in a principal amount of U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor

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to the surrendering Holder. The Issuer or the Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(f)Notwithstanding the foregoing, neither the Issuer nor the Company shall be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements, set forth in this Indenture, that are applicable to a Change of Control Offer made by the Issuer or the Company, and such third party purchases all Securities properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption for all Outstanding Securities has been given pursuant to Section 3.02, unless and until there is a default in payment of the applicable redemption price.

(g)The Issuer and the Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.04. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Section 4.04, each of the Issuer and the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.04 by virtue of its compliance with such securities laws or regulations.

(h)Notwithstanding anything to the contrary contained in this Section 4.04, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Section 4.05Limitation on Liens. The Company shall not, and shall not permit any Subsidiary to, directly or indirectly, incur or permit to exist any Lien securing the payment of Debt on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens, without effectively providing that the Securities or the Company Guarantee, as applicable, are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the Securities or any Company Guarantee, prior to) the obligations so secured for so long as such obligations are so secured.

Section 4.06Limitation on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless the Company or such Subsidiary would be entitled to create a Lien on such Property or asset securing such Attributable Debt without equally and ratably securing the Securities pursuant to Section 4.05, in which case, the corresponding Lien shall be deemed incurred pursuant to those provisions.

Section 4.07Maintenance of Corporate Existence. Subject to Article V hereof, each of the Issuer and the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and shall use its reasonable efforts to do or cause to be done all things necessary to preserve and keep in full force and effect its rights (charter and statutory) and franchises; provided, however, that neither the Issuer nor the Company shall be required to preserve any such right or franchise if its board of directors or management, respectively, shall determine in its sole discretion that the preservation thereof is no longer

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desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof would not reasonably be expected to have a Material Adverse Effect; provided further that this Section 4.07 does not prohibit any transaction otherwise permitted by Section 5.01.

Section 4.08Maintenance of Properties. The Company shall cause all properties used or useful in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of the Company may be necessary so that the business of the Company and its Subsidiaries may be properly and advantageously conducted at all times; provided that nothing shall prevent the Company or any of its Subsidiaries from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole.

Section 4.09Payment of Taxes and Other Claims. Each of the Issuer and the Company shall pay and discharge (a) all taxes, levies, imposts, duties, fees, assessments and governmental charges imposed upon it, or upon its income or profits, or upon any of its properties before they shall become delinquent and (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, could reasonably be expected to give rise to a Lien upon any of its properties, unless in each of clause (a) and clause (b), such taxes, levies, imposts, duties, fees, assessments and governmental charges or lawful claims are then the subject of a good faith contest or except where nonpayment thereof would not have a Material Adverse Effect.

Section 4.10Maintenance of Office or Agency in the State of New York. The Issuer and the Company shall ensure the maintenance in the State of New York of an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer or the Company in respect of the Securities and this Indenture may be served. The Issuer and the Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer and the Company shall fail to ensure the maintenance of any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and, in such event, the Trustee shall act as the Issuer’s and the Company’s agent to receive all such presentations, surrenders, notices and demands.

The Issuer and the Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve either the Issuer or the Company of its obligation to maintain an office or agency in the State of New York for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

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Section 4.11Notices of Certain Events.

(a)The Company shall deliver to the Trustee:

(i)within 120 days after the end of each fiscal year an Officer’s Certificate stating that the Issuer and the Company have fulfilled their obligations under this Indenture or, if there has been a Default, specifying the Default and its nature and status; and

(ii)as soon as possible and in any event within 10 days after it becomes aware or should reasonably become aware of the occurrence of a Default, an Officer’s Certificate setting forth the details of the Default, and the action which the Issuer or the Company, as applicable, proposes to take with respect thereto.

Section 4.12Luxembourg Listing. In the event that the Securities are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, the Issuer and the Company will use their commercially reasonable efforts to maintain such listing; provided that if such listing of the Securities shall be obtained and it subsequently becomes impracticable or unduly burdensome, in the good faith determination of the Issuer and the Company, to maintain, due to changes in listing requirements occurring subsequent to the Issue Date, the Company may de-list the Securities from the Luxembourg Stock Exchange; and, in the event of any such de-listing, the Company shall use commercially reasonable efforts to obtain an alternative admission to listing, trading and/or quotation of the Securities by another listing authority, exchange or system within or outside the European Union as it may reasonably decide, provided that if such alternative admission is not available or is, in the Issuer and the Company’s reasonable opinion, unduly burdensome, the Issuer and the Company shall have no further obligation in respect of any listing of the Securities.

Section 4.13Additional Amounts.

(a)All payments of principal and interest by the Issuer in respect of the Securities or by the Company in respect of the Company Guarantee shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf of Austria, Brazil or any other jurisdiction or political subdivision thereof from or through which a payment is made or in which the Issuer or the Company (or any successor to the Issuer or the Company) is organized or incorporated, as applicable, or is a resident for tax purposes having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or the Company is compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Issuer or the Company shall make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by Holders of Securities after such withholding or deduction shall equal the respective amounts of principal and interest which would have been received in respect of the Securities in the absence of such withholding or deduction (“Additional Amounts”). No such Additional Amounts shall be payable:

(i)in respect of any taxes, duties, assessments or governmental charges that would not have been so withheld or deducted but for the existence of any present or former

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connection between the Holder or beneficial owner of the Security (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder or beneficial owner, if such Holder or beneficial owner is an estate, a trust, a partnership, a limited liability company or a corporation) and the Relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Security or enforcement of rights and the receipt of payments with respect to the Security;

(ii)in respect of Securities presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder of such Security would have been entitled to such Additional Amounts, on surrender of such Security for payment on the last day of such period of 30 days;

(iii)in respect of any taxes, duties, assessments or other governmental charges that would not have been so withheld or deducted but for the failure by the Holder, the beneficial owner of the Security, or, in the case of amounts payable to the Trustee, the Trustee to (i) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled, or (ii) comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, if (A) compliance is required by the Relevant Taxing Jurisdiction, as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (B) the Issuer has given the holders or the Trustee, as applicable, at least 30 days’ notice that Holders will be required to provide such certification, identification or other requirement; provided that, in no event, shall such Holder’s, beneficial owner’s, or Trustee’s requirement to make a valid and legal claim for exemption from or reduction of such taxes require such Holder, beneficial owner or the Trustee to provide any materially more onerous information, documents or other evidence than would be required to be provided had such Holder, beneficial owner or the Trustee been required to file U.S. Internal Revenue Service Forms W-8 or W-9, as applicable;

(iv)in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge;

(v)any withholding or deduction that is imposed on the Securities that is presented for payment, where presentation is required, by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting such Securities to another paying agent in a member state of the European Union;

(vi)in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Securities; or

(vii)in respect of any combination of the above.

(b)In addition, no Additional Amounts shall be paid with respect to any payment on a Security to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required

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by the laws of the Relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

(c)“Relevant Date” means, with respect to any payment on a Security, whichever is the later of: (i) the date on which such payment first becomes due; and (ii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which notice is given to the Holders that the full amount has been received by the Trustee.

(d)Any reference in this Indenture or the Securities to principal, interest or any other amount payable in respect of the Securities by the Issuer or the Company Guarantee shall be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section 4.13.

(e)The Issuer and the Company shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery or registration of each security or any other document or instrument referred to herein or therein except, in certain cases, for taxes, charges or similar levies resulting from certain registrations of transfer or exchange of Securities.

(f)The foregoing obligation in this Section 4.13 shall survive termination or discharge of this Indenture, payment of the Securities and/or the resignation or removal of the Trustee or any agent hereunder.

Section 4.14Payments and Paying Agent.

(a)Whenever the Issuer shall appoint a Paying Agent other than Deutsche Bank Trust Company Americas with respect to the Securities, it shall cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.14:

(i)that it will hold all sums received by it as such agent for the payment of the principal of or interest, as the case may be, on any Securities (whether such sums have been paid to it by or on behalf of the Issuer or by any other obligor on the Securities) in trust for the benefit of the Holders;

(ii)that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities) to make any payment of the principal of or interest on any Securities, as the case may be (including Additional Amounts), and any other payments to be made by or on behalf of the Issuer under this Indenture or the Securities when the same shall be due and payable; and

(iii)that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in clause (ii) above.

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(b)Anything in this Section 4.14 to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to any Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such Securities by the Issuer or the Paying Agent hereunder as required by this Section 4.14, such sums to be held by the Trustee upon the trusts herein contained.

(c)Anything in this Section 4.14 to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section are subject to the provisions of Section 8.02.

Section 4.15Ranking. Each of the Issuer and the Company shall ensure that its respective obligations under this Indenture, the Securities and the Company Guarantee shall at all times constitute direct and unconditional obligations of the Issuer or the Company, ranking at all times at least pari passu in priority of payment among themselves and with all other senior Debt of such Person, except to the extent any such other Debt ranks above such obligations by reason of Liens permitted under Section 4.05.

Section 4.16Use of Proceeds. The Issuer and the Company shall use the proceeds of the sale of the Initial Securities issued in the Issue Date as set forth under “Use of Proceeds” in the Offering Memorandum for general corporate purposes.

ARTICLE V

CONSOLIDATION, MERGER OR SALE OF SUBSTANTIALLY ALL ASSETS

Section 5.01Consolidation, Merger or Sale of Substantially All Assets.

(a)Neither the Company nor the Issuer shall, in a single transaction or a series of related transactions:

(i)consolidate with or merge with or into any Person,

(ii)sell, convey, transfer, assign, or otherwise dispose of all or substantially all of its assets (determined on a consolidated basis for the Company and its Subsidiaries) as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person, or

(iii)permit any Person to merge with or into the Company or the Issuer; in each case unless

(A)either: (A) the Company or the Issuer, as applicable, is the continuing Person; or (B) the resulting, surviving or transferee Person (the “Successor Company”) is (a) in the event of a merger of the Company, a corporation organized and validly existing under the laws of Brazil or any political subdivision thereof, the United States of America or any state thereof or the District of Columbia or any other country member of the Organization for Economic Co-operation and Development (“OECD”) or (b) in the event of a merger of the Issuer, an entity organized and validly existing under the laws of Austria, the United States of America or any state thereof or the District of Columbia or any other country member of the

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OECD, and, in each case, expressly assumes by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or the Issuer, as the case may be, under this Indenture and the Company Guarantee, as applicable;

(B)immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing;

(C)(x) if the Company is organized under Brazilian law or the Issuer is incorporated under Austrian law, as applicable, and the Company or the Issuer merges with a corporation, or the Successor Company is, organized under the laws of the United States, any State thereof or the District of Columbia or any country member of the OECD, or (y) if the Company or the Issuer is organized under the laws of the United States, any State thereof or the District of Columbia and merges with a corporation, or the Successor Company is, organized and/or incorporated under the laws of Brazil or Austria, as applicable, or any country member of the OECD, then the Company, the Issuer or the Successor Company will have delivered to the Trustee an Opinion of Counsel from each of Brazilian or Austrian, as applicable, U.S. and the successor jurisdiction counsel to the effect that, as applicable, the Holders of the Securities will not recognize income, gain or loss for U.S. jurisdiction or Brazilian or Austrian jurisdiction, as applicable, or the successor jurisdiction income tax purposes as a result of such transaction; and

(D)the Company, the Issuer or the Successor Company, as the case may be, delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture;

provided that Section 5.01(a)(ii) does not apply to the consolidation or merger of the Company or the Issuer with or into any of the Company’s Subsidiaries or the consolidation or merger of a Subsidiary of the Company with or into the Company or the Issuer.

(b)The Company shall not sell or otherwise transfer any Equity Interests in the Issuer (other than directors’ qualifying shares) to any other Person other than a Subsidiary of the Company unless the Company becomes the direct obligor under the Securities.

(c)Upon the consummation of any transaction effected in accordance with these provisions, if the Company or the Issuer, as applicable, is not the continuing Person, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Company Guarantee or the Issuer under this Indenture with the same effect as if such successor Person had been named as the Company or the Issuer, as applicable, in this Indenture. Upon such substitution, unless the successor is one or more of the Company’s Subsidiaries, the Company or the Issuer, as applicable, shall be released from its obligations under this Indenture or the Company Guarantee.

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ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01Events of Default.

(a)An “Event of Default” occurs if:

(i)the Issuer defaults in the payment of the principal or any related Additional Amounts, if any, of any Security when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise;

(ii)the Issuer defaults in the payment of interest or any related Additional Amounts, if any, on any Security when the same becomes due and payable, and the default continues for a period of 30 days;

(iii)the Company or the Issuer fails to comply with Section 5.01;

(iv)The Issuer or the Company, as the case may be, defaults in the performance of or breaches any other of its covenants or agreements in this Indenture or under the Securities and the default or breach continues for a period of 60 consecutive days after written notice to the Issuer and/or the Company, as the case may be, by the Trustee acting at the written direction of Holders of 25.0% or more in aggregate principal amount of the Securities, or to the Issuer, the Company and the Trustee by the Holders of 25.0% or more in aggregate principal amount of the Securities;

(v)there occurs with respect to any Debt of the Company or any of its Subsidiaries having an outstanding principal amount of U.S.$75,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

(vi)one or more final and non-appealable judgments or orders for the payment of money are rendered against the Issuer, the Company or any of its Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final and non-appealable judgment or order that causes the aggregate amount for all such final and non-appealable judgments or orders outstanding and not paid or discharged against all such Persons to exceed U.S.$75,000,000 or the equivalent thereof at the time of determination (in excess of amounts which the Company’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(vii)an involuntary case or other proceeding is commenced against the Issuer, the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, administrador judicial, liquidator, custodian or other similar official of it or any substantial part of its Property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or a final order for relief is entered against the Issuer, the Company or such Subsidiaries under relevant bankruptcy laws as now or hereafter in effect;

(viii)the Issuer, the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a

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Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, recuperação judicial ou extrajudicial or other relief with respect to itself or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, administrador judicial, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, the Company or any such Subsidiaries or for all or substantially all of the Property of the Issuer, the Company or any such Subsidiaries, or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause (vii) or (viii) of this Section 6.01(a), a “bankruptcy default”);

(ix)the Company Guarantee ceases to be in full force and effect, other than in accordance with the terms of this Indenture, or the Company denies or disaffirms its obligations under the Company Guarantee;

(x)any event occurs that under the laws of Brazil, Austria or any political subdivision thereof or any other country has substantially the same effect as any bankruptcy default; or

(xi)all or substantially all of the undertaking, assets and revenues of the Issuer, the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary is condemned, seized or otherwise appropriated by any Person acting under the authority of any national, regional or local government or the Issuer, the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary is prevented by any such Person for a period of 60 consecutive days or longer from exercising normal control over all or substantially all of its undertaking, assets and revenues.

(b)The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

Section 6.02Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(a)(vii) or Section 6.01(a)(viii) with respect to the Issuer, the Company, or any of the Company’s Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) occurs and is continuing under this Indenture, the Trustee or the holders of at least 25.0% in aggregate principal amount of the Securities then outstanding, by written notice to the Issuer and to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the unpaid principal of and accrued interest on the Securities to be immediately due and payable. Upon a declaration of acceleration, such principal and interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(a)(vii) or Section 6.01(a)(viii) occurs, the unpaid principal of and accrued interest on the Securities then outstanding shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon the Securities becoming due and payable under this Section 6.02, the Company shall duly comply with any and all then-applicable Central Bank regulations for remittance of funds outside of Brazil.

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Section 6.03Other Remedies.

(a)If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

(b)The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.04Rescission/Annulment of Declaration; Waiver of Past Defaults.

(a)The holders of a majority in principal amount of the Outstanding Securities by written notice to the Issuer, the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

(i)all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived;

(ii)the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

(iii)the Issuer or the Company have deposited with the Trustee of a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable fees, expenses, disbursements and advances of the Trustee, its agents and counsel, in each case incurred in connection with such Event of Default.

(b)Except as otherwise provided in Section 6.02 or Section 9.02, the Holders of a majority in principal amount of the Outstanding Securities may, by written notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority. The Holders of a majority in principal amount of the Outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Securities not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Securities.

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Section 6.06Limitation on Suits.

(a)A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture or the Securities, unless:

(i)the Holder has previously given to the Trustee written notice of a continuing Event of Default;

(ii)Holders of at least 25.0% in aggregate principal amount of Outstanding Securities have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under this Indenture;

(iii)Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(iv)the Trustee within 60 days after its receipt of such notice, request and offer of indemnity and/or security has failed to institute any such proceeding; and

(v)during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities have not given the Trustee a written direction that is inconsistent with such written request;

(b)it being understood and intended that no one or more of such Holders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner therein provided and for the equal and ratable benefit of all such Holders.

Section 6.07Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest (and Additional Amounts), if any, on such Security and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the written consent of such Holder.

Section 6.08Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(i) or Section 6.01(a)(ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.06.

Section 6.09Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Issuer, the Company, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any bankruptcy custodian, in any such judicial proceeding, is hereby authorized by each Holder to make payments to the Trustee and, in the event

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that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due to the Trustee under Section 7.06.

Section 6.10Priorities.

(a)If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

(i)FIRST: to the Trustee for amounts due under Section 7.06;

(ii)SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

(iii)THIRD: to the Issuer or, to the extent the Trustee collects any amounts from the Company, to the Company.

(b)The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10 and shall promptly notify the Issuer thereof. At least 15 days before such record date, the Issuer shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid.

Section 6.11Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10.0% in principal amount of the Securities.

Section 6.12Waiver of Stay or Extension Laws. Neither the Issuer nor the Company (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Issuer and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE VII

TRUSTEE

Section 7.01Duties of Trustee.

(a)Except during the continuance of an Event of Default:

(i)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. Notwithstanding the foregoing, the Trustee shall examine such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not, and is under no obligation to, confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(b)Following the occurrence and continuance of an Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(c)The Trustee may not be relieved from liability for its own grossly negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)This Section 7.01(c) does not limit the effect of Section 7.01(a);

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)Every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b) and (c).

(e)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer or the Company.

(f)Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity and/or security against such risk or liability is not reasonably assured to it.

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(h)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.

Section 7.02Rights of Trustee.

(a)Subject to Section 7.01 hereof, the Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document but may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and the Company, personally or by agent or attorney at the sole cost of and upon a ten-day prior written notice to the Issuer or the Company, as the case may be, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c)The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence.

(e)The Trustee may consult with counsel appointed with due care and the advice or Opinion of Counsel of such counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or such opinion of such counsel.

(f)In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(g)The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment default under Section 6.01(a)(i) or Section 6.01(a)(ii)) unless a Trust Officer of the Trustee has received written notice of any event which is in fact such a default at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

(h)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

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(i)The Trustee may request that the Company and the Issuer deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j)The obligations of each agent, custodian and other Person employed to act hereunder are several and not joint. In acting hereunder and in connection with the Securities, such agent, custodian or Person shall act solely as an agent of the Issuer and will not assume any obligations towards, or relationship of agency or trust for, any of the Securityholders.

(k)The Trustee may conclusively rely and shall be fully protected in acting or refraining to act based upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(l)The Trustee shall not be bound to make any investigation into the facts or matters stated in any Officer’s Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, coupon, security other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer.

(m)In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the requisite majority in aggregate principal amount of the Securities then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and shall be held harmless and shall not incur any liability for its failure to act until such inconsistency or conflict is, in its opinion, resolved, and absent willful misconduct or gross negligence, none of the Trustee, Registrar, Paying Agent or Transfer Agent shall be liable for acting in good faith on instructions believed by them to be genuine and from the proper party.

(n)The Trustee shall have no duty to inquire as to the performance of the covenants contained herein and shall be entitled to assume that the Issuer, the Company and any Restricted Subsidiaries are in compliance with the terms of this Indenture.

(o)The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Securities, but may at its sole discretion, choose to do so.

(p)The permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so.

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(q)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any Holders, unless such Holders shall have provided to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

Section 7.03Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer, the Company or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Section 7.09 and Section 7.10.

Section 7.04Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Company Guarantee or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer or the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

Section 7.05Notice of Defaults. If any Event of Default occurs and is continuing and is known to a Trust Officer of the Trustee (it being understood and agreed that any Event of Default other than a default in payment of principal and/or interest with respect to the Securities will only be known by the Trustee upon a Trust Officer of the Trustee’s receipt of a written notice specifying such Event of Default at its Corporate Trust Office, with such notice referencing the Securities and this Indenture), the Trustee shall send notice of the Event of Default to each holder within 90 days after it occurs, unless the Event of Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Security, the Trustee may withhold the notice if and so long as a trust committee of Trust Officers of the Trustee in good faith determines that withholding the notice is in the interest of the Securityholders. The Trustee shall not be charged with knowledge of any Default or Event of Default other than a Default under Section 6.01(a)(i) or Section 6.01(a)(ii) hereof unless a Trust Officer in the Corporate Trust Office of the Trustee shall have received written notice thereof from the Issuer, the Company or a Securityholder, expressly referencing this Indenture and the Securities.

Section 7.06Compensation and Indemnity.

(a)The Issuer and the Company, jointly and severally, shall pay to the Trustee from time to time compensation for its services hereunder and under the Notes as the parties may from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Company shall, jointly and severally, reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to Holders. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the agents, counsel, accountants and experts of the Trustee. The Issuer and the Company shall, jointly and severally, shall indemnify the Trustee or any predecessor Trustee (which for purposes of this Section 7.06 shall be deemed to include its directors, officers, agents and employees), the

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Paying Agent and the Registrar against any and all loss, liability or expense (including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) and reasonable and documented attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and/or the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, the Issuer, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.06, except to the extent that such loss, damage, claim, liability or expense is determined in a final non-appealable judgment by a court of competent jurisdiction is due to its own willful misconduct or gross negligence. The Trustee, the Paying Agent or the Registrar, as applicable, shall notify the Issuer and the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, the Paying Agent or the Registrar to so notify the Issuer and the Company shall not relieve the Issuer and the Company of their obligations hereunder. The Issuer and the Company shall defend the claim and the Trustee, the Paying Agent or the Registrar may have separate counsel and the Issuer and the Company shall pay the reasonable and documented fees and expenses of such counsel; provided that the Issuer and the Company shall not be required to pay such fees and expenses if they assume such indemnified party’s defense and, in such indemnified party’s reasonable judgment, there is no conflict of interest between the Issuer and the Company and such parties in connection with such defense. In no event shall the Issuer or the Company be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstance. The Issuer and the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed.

(b)To secure the Issuer’s and the Company’s obligations in this Section 7.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest and Additional Amounts, if any, on particular Securities.

(c)The Issuer’s and the Company’s payment obligations pursuant to this Section 7.06 shall survive the discharge of this Indenture, final payment on the Securities and resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 6.01(a)(vii) or Section 6.01(a)(viii) with respect to the Issuer or the Company, the expenses are intended to constitute expenses of administration under the U.S. Bankruptcy Code.

Section 7.07Replacement of Trustee.

(a)The Trustee may resign at any time by 30 days prior written notice to the Issuer and the Company. The Holders of a majority in principal amount of the Outstanding Securities may remove the Trustee by 30 days prior written notice to the Trustee and the Issuer may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(i)the Trustee fails to comply with Section 7.09;

(ii)the Trustee is adjudged bankrupt or insolvent;

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(iii)a receiver or other public officer takes charge of the Trustee or its property; or

(iv)the Trustee otherwise becomes incapable of acting as Trustee hereunder.

(b)In addition, the Issuer may remove the Trustee at any time for any reason to the extent the Issuer has given the Trustee at least 30 days’ written notice and as long as no Default or Event of Default has occurred and is continuing.

(c)A resignation or removal of the Trustee and appointment of a successor trustee shall become effective only upon the successor trustee’s acceptance of appointment as provided in this Section 7.07.

(d)If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Securities may appoint a successor trustee with the consent of the Issuer. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor trustee; provided, however, that in case of a bankruptcy of the Issuer, the resigning Trustee shall have the right to appoint a successor trustee within 10 Business Days after giving of such notice of resignation if the Issuer has not already appointed a successor trustee. If the successor trustee does not deliver its written acceptance within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the holders of a majority in principal amount of the Outstanding Securities may appoint a successor trustee or may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor trustee.

(e)Upon delivery by the successor trustee of a written acceptance of its appointment to the retiring Trustee and to the Issuer, (i) the retiring Trustee shall, upon payment of its charges, transfer all property held by it as Trustee to the successor trustee, (ii) the resignation or removal of the retiring Trustee shall become effective, and (iii) the successor trustee shall have all the rights, powers and duties of the Trustee under this Indenture. Upon request of any successor trustee, the Issuer shall execute any and all instruments for fully vesting in and confirming to the successor trustee all such rights, powers and trusts. The Issuer shall give notice of any resignation and any removal of the Trustee and each appointment of a successor trustee to all Holders, and include in the notice the name of the successor trustee and the address of its Corporate Trust Office.

(f)If the Trustee fails to comply with Section 7.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of another successor Trustee.

(g)Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the Issuer’s obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.

Section 7.08Successor Trustee by Merger.

(a)If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association,

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the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

(b)In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities that shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

Section 7.09Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Section 7.10Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

Section 7.11Appointment of Co-Trustee.

(a)Notwithstanding any other provisions of this Indenture, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, and to vest in such Person or Persons, in such capacity and for the benefit of the Securityholders, subject to the other provisions of this Section, such powers, duties, obligations and rights as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.09 and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required under Section 7.07 hereof.

(b)Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

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(ii)no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii)the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.

(d)Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

(e)Notwithstanding any provision of Section 7.11, the appointment of any separate trustee or co-trustee shall only be effective upon the prior written consent of the Issuer or the Company, which consent shall not be unreasonably withheld or delayed.

ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 8.01Satisfaction and Discharge of Liability on Securities.

(a)This Indenture subject to Section 8.01(b), will be discharged and cease to be of further effect as to all Securities issued hereunder, when:

(i)(A) the Issuer delivers to the Trustee all Outstanding Securities (other than Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer as provided in Section 8.03) for cancellation; or

(B) all Securities that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year due to maturity or redemption and the Issuer or the Company irrevocably deposits or causes to be deposited with the Trustee as funds in trust solely for the benefit of the Holders U.S. dollars or U.S. Government Obligations in an amount as will be sufficient without consideration of any reinvestment of interest, to pay and discharge all principal, premium and Additional Amounts, if

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any, and accrued and unpaid interest to the date of maturity or redemption on the Securities not delivered to the Trustee for cancellation;

(ii)no Default has occurred and will continue after the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer, the Company or any of its Subsidiaries is a party or by which the Issuer, the Company or any of its Subsidiaries is bound;

(iii)the Issuer, the Company or any Subsidiary has paid or caused to be paid all other sums payable by it hereunder;

(iv)the Issuer and the Company have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or the Redemption Date, as the case may be; and

(v)the Issuer and the Company have delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate as to compliance with all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of the Securities and in case of redemption, has given notice of redemption.

(b)Notwithstanding Section 8.01(a), this Article VIII and the Issuer’s obligations in Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 7.06 and Section 7.07 shall survive until the Securities have been paid in full. Thereafter, Section 8.03 and the Issuer’s and the Company’s obligations in Section 7.06 and Section 8.04 shall survive.

Section 8.02Application of Trust Money. The Trustee shall hold in trust U.S. dollars or U.S. Government Obligations deposited with it pursuant to this Article VIII. It shall apply the deposited money or U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest and Additional Amounts, if any, on the Securities.

Section 8.03Repayment to Issuer.

(a)The Trustee and the Paying Agent shall promptly turn over to the Issuer upon request any excess money or Securities held by them at any time.

(b)Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal and interest and Additional Amounts, if any, that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look only to the Issuer and not to the Trustee or the Paying Agent for payment as general creditors.

Section 8.04Defeasance. Either of the Issuer or the Company may, at its option, at any time elect to have either Section 8.04(a) or Section 8.04(b) applied to all Outstanding Securities and the Company Guarantee upon compliance with the conditions set forth in this Section 8.04:

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(a)Upon the Issuer’s or the Company’s election of the “legal defeasance” option applicable to this Section 8.04(a), and subject to the satisfaction of the conditions set forth in Section 8.04(c), the Issuer and the Company shall be discharged from any and all obligations in respect of this Indenture, the Issuer shall be discharged from any and all obligations in respect of the Securities, and the Company shall be discharged from any and all obligations in respect of the Company Guarantee (except in each case for the obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust). Subject to compliance with this Section 8.04, the Issuer or the Company may exercise its option under this Section 8.04(a) notwithstanding the prior exercise of its option under Section 8.04(b). If the Issuer or the Company exercises the “legal defeasance” option, any payment on the Securities may not be accelerated due to an Event of Default with respect thereto.

(b)Upon the Issuer’s or the Company’s election of the “covenant defeasance” option applicable to this Section 8.04(b), and subject to the satisfaction of the conditions set forth in Section 8.04(c) hereof, the Issuer and the Company, as applicable, need not comply with the covenants set forth in Section 4.02, Section 4.03, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.11, Section 4.12, Section 4.13, Section 4.15 and Section 4.16, the requirements of Section 5.01(a)(iii)(C) and Section 6.01(a)(iv), Section 6.01(a)(v), Section 6.01(a)(vi), Section 6.01(a)(ix) and Section 6.01(a)(xi) shall not constitute Events of Default.

(c)In order to exercise the options set forth in Section 8.04(a) or Section 8.04(b) above the Issuer must irrevocably deposit in trust with the Trustee an amount in U.S. dollars or U.S. Government Obligations sufficient, as certified in an Officer’s Certificate, to pay the entire aggregate principal amount plus interest and premium, if any, on the Securities to maturity or redemption and by meeting certain other conditions, including delivery to the Trustee of either a ruling received from the Internal Revenue Service or an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case. In the case of legal defeasance or discharge, such an opinion shall not be given with respect to a change in law after the date of this Indenture. In addition, in the case of any legal defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel in each of Austria, Brazil, and any other jurisdiction in which the Issuer or the Company is organized or incorporated, as applicable, or is resident for tax purposes, to the effect that Holders of the applicable Securities will not recognize income, gain or loss in the relevant jurisdiction (as applicable) as a result of such deposit and defeasance and will be subject to taxes in the relevant jurisdiction (other than withholding taxes) (as applicable) on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the case of any legal defeasance, the defeasance shall in each case be effective when 90 days have passed since the date of the deposit in trust.

Section 8.05Reinstatement. If the Trustee or the Paying Agent is unable to apply any U.S. dollars or U.S. Government Obligations in accordance with Section 8.04 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.04 until such time as the Trustee or such Paying Agent is permitted to apply

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all such U.S. dollars or U.S. Government Obligations in accordance with Section 8.04; provided, however, that, if the Issuer has made any payment of interest or Additional Amounts, if any, on or principal of any Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the U.S. dollars or U.S. Government Obligations held by the Trustee or such Paying Agent.

ARTICLE IX

AMENDMENTS

Section 9.01Without Consent of Holders.

(a)Notwithstanding Section 9.02, the Issuer, the Company and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder:

(i)to cure any ambiguity, defect or inconsistency in this Indenture or the Securities as evidenced by an Opinion of Counsel (delivered to the Trustee);

(ii)to comply with Section 5.01;

(iii)to evidence and provide for the acceptance of an appointment by a successor trustee;

(iv)to provide for uncertificated Securities in addition to or in place of certificated Securities;

(v)to provide for any guarantee of the Securities, to secure the Securities or to confirm and evidence the release, termination or discharge of any guarantee of or Lien securing the Securities when such release, termination or discharge is permitted by this Indenture;

(vi)to provide for or confirm the issuance of Additional Securities; or

(vii)to make any other change that does not materially, adversely affect the rights of any Holder or to conform the terms of this Indenture with the description thereof set forth in the “Description of Notes” section of the Offering Memorandum as evidenced by an Opinion of Counsel delivered to the Trustee.

Section 9.02With Consent of Holders.

(a)Except as otherwise provided in Section 6.02, Section 6.04, Section 6.05, Section 6.06, Section 6.07 or Section 9.02(b), the Issuer, the Company and the Trustee may amend this Indenture and the Securities with the written consent of the Holders of a majority in principal amount of the Outstanding Securities and the Holders of a majority in principal amount of the Outstanding Securities may waive future compliance by the Issuer or the Company with any provision of this Indenture or the Securities.

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(b)Notwithstanding the provisions in 9.01, without the consent of each Holder affected, an amendment or waiver shall not (with respect to any Securities held by a non-consenting Holder):

(i)reduce the principal amount of or change the Stated Maturity of any installment of principal of any Security;

(ii)reduce the rate of or change the payment date of any interest payment on any Security;

(iii)reduce the amount payable upon the redemption of any Security in respect of an optional redemption, change the times at which any Security may be redeemed or, once notice of redemption has been given, change the time at which it must thereupon be redeemed;

(iv)after the time a Change of Control Offer is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder with respect to the Securities;

(v)make any Security payable in currency or at any place other than that stated in the Security;

(vi)impair the right of any Holder of Securities to institute suit for the enforcement of any payment on or with respect to any Security;

(vii)make any change in the percentage of the principal amount of the Securities required for amendments or waivers;

(viii)modify or change any provision of this Indenture affecting the ranking of the Securities in a manner adverse to the Holders of the Securities; or

(ix)make any change in the Company Guarantee that would materially and adversely affect the Holders of Securities.

(c)It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

(d)Neither the Company nor any of its Subsidiaries or Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all Holders of the Securities that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

(e)The Issuer shall notify the Luxembourg Stock Exchange of any amendment regardless of whether Securityholders’ approval is required.

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(f)After an amendment under this Section 9.02 becomes effective, the Issuer shall (or shall cause the Trustee to) deliver to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

Section 9.03Substitution of the Issuer.

(a)Notwithstanding any other provision contained in this Indenture, (i) the Issuer may, without the consent of any Holder (and by purchasing any Securities, each Holder expressly consents to the provisions of this Section 9.03), be substituted by (i) the Company or (ii) any Wholly-Owned Subsidiary of the Company as principal debtor in respect of the Securities (in each case, in such capacity, the “Successor Issuer”); provided that the following conditions are satisfied:

(i)such documents shall be executed by the Successor Issuer, the Issuer, the Company and the Trustee as may be necessary to give full effect to the substitution, including (i) a supplemental indenture under which the Successor Issuer assumes all of the Issuer’s obligations under this Indenture and the Securities and, unless the Company’s then existing Company Guarantee remains in full force and effect, substitute guarantee issued by the Company in respect of the Securities and (ii) a Subsidiary guarantee by the Issuer (collectively, the “Issuer Substitution Documents”) and (without limiting the generality of the foregoing) pursuant to which the Successor Issuer shall undertake in favor of each Holder to be bound by the terms and conditions of the Securities and the provisions of this Indenture as fully as if the Successor Issuer had been named in the Securities and this Indenture as the principal debtor in respect of the Securities and the Issuer shall unconditionally and irrevocably guarantee in favor of each Holder the payment of all sums payable by the Successor Issuer as such principal debtor on the same terms mutatis mutandis as the Securities;

(ii)without limiting the generality of Section 9.03(a)(i), the Issuer Substitution Documents shall contain covenants by the Successor Issuer (i) to ensure that each Holder has the benefit of a covenant in terms corresponding to the obligations of the Issuer in respect of the payment of Additional Amounts set forth in Section 4.13 of this Indenture, with the substitution of the references to Austria with references to the jurisdiction of organization of the Successor Issuer; and (ii) to indemnify each Holder and beneficial owner of the Securities against all taxes or duties (a) which arise by reason of a law or regulation in effect or contemplated on the effective date of the substitution, which may be incurred or levied against such Holder or beneficial owner of the Securities as a result of the substitution pursuant to the conditions set forth in this Section 9.03 and which would not have been so incurred or levied had such substitution not been made and (b) which are imposed on such Holder or beneficial owner of the Securities by any political subdivision or taxing authority of any country in which such Holder or beneficial owner of the Securities resides or is subject to any such tax or duty and which would not have been so imposed had the substitution not been made;

(iii)the Successor Issuer shall have delivered, or caused the delivery, to the Trustee of an Opinion of Counsel in the jurisdiction of organization of the Successor Issuer, Austria, Brazil and Luxembourg, to the effect that the Issuer Substitution Documents, this Indenture, the Securities and the Company Guarantee constitute legal, valid and binding

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obligations of the Successor Issuer, enforceable against the Successor Issuer in accordance with their terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity) and other specified legal matters, such Opinion of Counsel to be dated not more than five days prior to the date of succession of the Issuer by the Successor Issuer;

(iv)the Successor Issuer shall have delivered, or caused the delivery, to the Trustee of an Opinion of Counsel from New York counsel reasonably satisfactory to the Trustee, to the effect that (i) the Issuer Substitution Documents this Indenture, the Securities and the Guarantee constitute legal, valid and binding obligations of the Successor Issuer, the Company and the Guarantor parties thereto under the law of the State of New York, enforceable against such parties in accordance with their terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity), and (ii) no consent, approval, authorization or order of any U.S. federal or New York State court or governmental agency or regulatory body is required for the consummation of the transactions contemplated by the Issuer Substitution Documents and compliance with the terms thereof by each of the Successor Issuer, the Company and the Guarantor, except as may be required by U.S. state securities laws, such Opinion of Counsel to be dated not more than five days prior to the date of succession of the Issuer by the Successor Issuer;

(v)the Successor Issuer shall have delivered, or caused the delivery, to the Trustee of an Officer’s Certificate as to compliance with the provisions of this Indenture, including those provisions described under this Section 9.03;

(vi)the Successor Issuer shall have appointed a process agent in the Borough of Manhattan, in the City of New York to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Securities, this Indenture and the Issuer Substitution Documents;

(vii)no Event of Default shall have occurred and be continuing;

(viii)such substitution shall comply with all applicable requirements under the laws of the jurisdiction of organization of the Successor Issuer, Austria, Brazil and Luxembourg for the purpose of such substitution.

(b)Upon the execution of the Issuer Substitution Documents, any substitute guarantee and compliance with the other conditions set forth in Section 9.03(a) hereof, (i) the Successor Issuer shall be deemed to be named in the Securities as the principal debtor in place of the Issuer, (ii) the Securities shall thereupon be deemed to be amended to give effect to such succession and (iii) any reference in this Indenture to the Issuer shall from then on be deemed to refer to the Successor Issuer and any reference to the country in which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed to refer to the country of domicile or residence for taxation purposes of the Successor Issuer.

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(i)The Issuer Substitution Documents shall be delivered to and held by the Trustee for so long as any Securities remain outstanding and for so long as any claim may be made against the Successor Issuer or the Issuer by any Holder in respect of the Securities or the Issuer Substitution Documents shall not have been finally adjudicated, settled or discharged. The Successor Issuer and the Issuer shall acknowledge in the Issuer Substitution Documents the right of every Holder to the production of the Issuer Substitution Documents for the enforcement of any of the Securities, this Indenture or the Issuer Substitution Documents.

(ii)Not later than 10 Business Days after the execution of the Issuer Substitution Documents, the Successor Issuer shall give notice thereof to the Holders. Notice of any such substitution shall be published in accordance with Section 11.01.

(iii)Notwithstanding any other provision of this Indenture, the Company (unless it is the Successor Issuer) shall promptly execute and deliver any documents or instruments, including any substitute guarantee and a legal opinion of internationally recognized Brazilian, Luxembourg and Austrian counsel that may be required, or that the Trustee may reasonably request, to ensure that the Company’s Guarantee shall continue in full force and effect for the benefit of the Holders and beneficial owners of the Securities following the succession pursuant to this Article IX.

Section 9.04Revocation and Effect of Consents and Waivers.

(a)A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.

(b)The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding Section 9.04(a), those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of that Security to deliver it to the Trustee. The Trustee may place an appropriate notation on that Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for that Security shall issue and the Trustee shall authenticate a new Security that reflects

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the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

Section 9.06Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity and/or security reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required pursuant to Section 11.03, an Officer’s Certificate and an Opinion of Counsel each stating that such amendment is authorized or permitted by this Indenture.

ARTICLE X

GUARANTEE BY THE COMPANY

Section 10.01Guarantee. Subject to the provisions of this Article, the Company hereby irrevocably and unconditionally guarantees to each Securityholder and to the Trustee the due and punctual payment (whether at the Maturity Date, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, interest, Additional Amounts and all other amounts payable by the Issuer under this Indenture and the Securities as they come due. Upon failure by the Issuer to pay punctually any such amount, the Company shall forthwith pay the amount not so paid at the place and time and in the manner specified in this Indenture. This Guarantee constitutes a direct, general and unconditional obligation of the Company which will at all times rank at least pari passu with all other present and future unsecured obligations of the Company, except for such obligations as may be preferred by mandatory provisions of law.

Section 10.02Guarantee Unconditional. The obligations of the Company hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(a)any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Security, by operation of law or otherwise;

(b)any modification or amendment of or supplement to this Indenture (other than this Article X) or any Security;

(c)any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Security;

(d)the existence of any claim, set-off or other rights which the Company may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

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(e)any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Security or any other amount payable by the Issuer under this Indenture;

(f)any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company’s obligations hereunder; or

(g)any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Indenture.

Section 10.03Termination, Release and Discharge; Reinstatement.

(a)The Company’s obligations hereunder shall remain in full force and effect until the principal of, premium, if any, and interest on the Securities and all other amounts payable by the Issuer under this Indenture and the Securities have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Security or any other amount payable by the Issuer under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, the Company’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

(b)The Company’s obligations hereunder shall be released and relieved upon a sale or other disposition (including by way of consolidation or merger) of the Company or the sale or disposition of all or substantially all the assets of the Company (other than to the Issuer) otherwise permitted by this Indenture, or discharge or legal defeasance of the Securities pursuant to Section 8.01 or Section 8.04.

Section 10.04Waiver by the Company.

(a)The Company unconditionally and irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person. The Company Guarantee constitutes a guarantee of payment and not of collection.

(b)The Company unconditionally and irrevocably waives any and all rights provided under the relevant applicable law of Brazil on prior demand and protest, including those of articles 333, sole paragraph, 364, 366, 368, 821, 827, 830, 834, 835, 837, 838 and 839 of Law No. 10,406, dated January 10, 2002, as amended (Brazilian Civil Code), and articles 130 and 794 of Law No. 13,105, dated March 16, 2015, as amended (Brazilian Code of Civil Procedure).

Section 10.05Subrogation and Contribution. Upon making any payment with respect to any obligation of the Issuer under this Article X, the Company shall be subrogated to the rights of the payee against the Issuer with respect to such obligation; provided, however, that the Company shall not be entitled to enforce, or to receive any payments arising out of or based upon,

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such right of subrogation until the principal of (and premium, if any), interest, and Additional Amounts on all Securities shall have been paid in full.

Section 10.06Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Issuer under this Indenture or the Securities is stayed upon the insolvency, bankruptcy or reorganization of the Issuer, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Company forthwith on demand by the Trustee.

Section 10.07Execution and Delivery of Guarantee. The execution by the Company of this Indenture evidences the Guarantee of the Company, whether or not the person signing as an officer of the Company still holds that office at the time of authentication of any Security. The delivery of any Security by the Trustee after authentication constitutes due delivery of the Guarantee set forth in this Indenture on behalf of the Company.

Section 10.08Purpose of Guarantee. The Company hereby acknowledges that the purpose and intent of the Company in executing this Indenture and providing the Guarantee is to give effect to the agreement of the Company to guarantee the payment of any such amounts due by the Issuer under the Securities and this Indenture, whether such amounts are in respect of principal, interest or any other amounts (including Additional Amounts). Therefore, the Company agrees that if the Issuer shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any principal, interest or any other amounts (including Additional Amounts) with respect to this Indenture and the Securities, the Company shall promptly pay the same, without any demand or notice whatsoever. The Trustee shall promptly deposit in the account designated by the Trustee to receive payments from the Issuer with respect to the Securities for further payment to the Holders any funds it receives from the Company under or pursuant to this Guarantee in respect of the Securities.

Section 10.09Central Bank Regulations. The Company shall comply with all then-applicable Central Bank regulations to legally effect any payments under the Company Guarantee at the time any such payment is made or required to be made.

Section 10.10Place of Performance of Guarantee. The exclusive place of performance (Erfüllungsort) for all rights and obligations under this Guarantee, including, but not limited to, payment obligations, shall be New York and Brazil, but in any case outside of Austria. In relation to any payment under or in connection with this Guarantee, this in particular means that such payment must be made to and from a bank account outside of Austria. The performance of any obligation or liability under or in connection with the Guarantee within Austria shall not constitute discharge or performance of such obligation or liability.

ARTICLE XI

MISCELLANEOUS

Section 11.01Notices.

(a)Any notice or communication to the Issuer, the Company, the Trustee or the Paying Agent shall be in writing in the English language or a certified translation, and delivered

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in person, sent by facsimile, emailed with PDF attached, or mailed by first-class mail addressed as follows:

(i)if to the Issuer or the Company:

Suzano S.A.
Av. Brigadeiro Faria Lima, 1355 — 8th floor
01452-919 São Paulo, SP
Brazil
Attention:Marcelo Feriozzi Bacci Julio Cesar Maciel Ramundo
Facsimile:+55-11-3503-9099

(ii)if to the Trustee:

Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, 24th Floor
Mailstop NYC60-2407
New York, New York 10005
Attention: Corporates Team — Suzano — 2019
Facsimile:+1-732-578-4635

With a copy to:

Deutsche Bank Trust Company Americas c/o Deutsche Bank National Trust Company Trust & Agency Services
100 Plaza One, Mailstop JCY03-0801
Jersey City, New Jersey 07311
Attention:Corporates Team — Suzano — 2018
Facsimile:+1-732-578-4635

(b)The Issuer, the Company, the Trustee or the Paying Agent by notice to the other may designate additional or different addresses for subsequent notices or communications provided that such address, fax number, department or officer shall be outside of Austria. The Trustee shall accept electronic transmissions; provided that (i) the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information and (ii) each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

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(c)As long as Securities in global form are outstanding, notices to be given to Holders shall be given to the Depositary, in accordance with its applicable policies as in effect from time to time. If the Issuer issues Securities in certificated form, notices to be given to Holders shall be sent by mail to the respective addresses of the Holders as they appear in the Trustee’s records.

(d)A notice shall be deemed to have been given to a Holder upon the mailing by first class mail, postage prepaid, of such notice to such Holder at its registered addresses as recorded in the Security Register not later than the latest date, and not earlier than the earliest date, prescribed in the Securities for the giving of such notice. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

(e)Failure to mail a notice or communication to a Securityholder or any defect in a notice or communication to a Securityholder shall not affect the sufficiency of such notice or communication with respect to other Securityholders.

(f)For so long as any Securities are listed on the Luxembourg Stock Exchange and traded on the Euro MTF market and in accordance with the rules and regulations of the Luxembourg Stock Exchange, the Issuer shall publish all notices to Securityholders on the website of the Luxembourg Stock Exchange at www.bourse.lu. The Holders shall be presumed to have received such notices on the date the Issuer or the Company first publishes them. If the Issuer and the Company are unable to give notice as described in this Section 11.01(f) because the publication on the website of the Luxembourg Stock Exchange is suspended or it is otherwise impractical for the Issuer or the Company to publish the notice, then the Issuer or the Company, or the Trustee acting on instructions from the Issuer or the Company and at the Issuer’s and the Company’s expense, shall give the Holders notice in another form. That alternate form of notice shall be sufficient notice to the Holders.

(g)Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice.

Section 11.02Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Issuer, the Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 11.03Certificate and Opinion as to Conditions Precedent.

(a)Upon any request or application by the Issuer or the Company to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or the Company, as the case may be, shall furnish to the Trustee:

(i)an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to taking the proposed action or to refraining from taking the proposed action have been complied with; and

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(ii)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 11.04Statements Required in Certificate or Opinion.

(a)Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(i)a statement that the individual making such certificate or opinion has read such covenant or condition;

(ii)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)a statement that, in the opinion of such individual, such examination or investigation as is necessary has been made to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

Section 11.05When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer, the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which a Trust Officer of the Trustee has been informed in writing are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

Section 11.06Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

Section 11.07Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

Section 11.08Governing Law. THIS INDENTURE, THE COMPANY GUARANTEE AND THE SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INDENTURE, THE COMPANY GUARANTEE AND THE SECURITIES AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS INDENTURE, THE COMPANY GUARANTEE AND THE SECURITIES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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Section 11.09No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member or stockholder of the Issuer or the Company, as such, shall have any liability for any obligations of the Issuer or the Company under the Securities, this Indenture or the Company Guarantee or for any claim based on, in respect of, or by reason of, such obligations. By accepting a Security, each Securityholder shall waive and release all such liability. Such waivers and releases shall be part of the consideration for the issuance of the Securities.

Section 11.10Successors. All agreements of the Issuer and the Company in this Indenture and the Securities shall bind their successors. All agreements of the Trustee in this Indenture shall bind their successors.

Section 11.11Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

Section 11.12Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 11.13Consent to Jurisdiction; Appointment of Agent to Accept Service of Process.

(a)Each of the parties hereto irrevocably consents and agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Company Guarantee or the Securities may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture the Company Guarantee, or the Securities brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and any right which it may be entitled on account of place of residence or domicile. To the extent that the Issuer or the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, each of the Issuer and the Company irrevocably waive such immunity in respect of its obligations under this Indenture, any Security or the Company Guarantee. Each of the parties to this Indenture agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and

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binding on them and may be enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment; provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law.

(b)The Issuer and the Company have validly and effectively appointed Corporation Service Company (the “Process Agent”), with offices on the date hereof at 1180 Avenue of the Americas, Suite 210, New York, NY 10036, United States, as its authorized agent upon which process may be served in any action, suit or proceeding referred to in this Section 11.13. If for any reason such agent hereunder shall cease to be available to act as such, each of the Issuer and the Company agrees to designate a new agent in the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 11.13 reasonably satisfactory to the Trustee. Each of the Issuer and the Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Issuer or the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 11.13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to each of the Issuer and the Company at its address specified in or designated pursuant to this Indenture. Each of the Issuer and the Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders and the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law.

U.S. dollars are the sole currency of account and payment for all sums due and payable by the Issuer and the Company under this Indenture, the Securities and the Company Guarantee. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the Issuer and the Company agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee determines a Person could purchase U.S. dollars with such other currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given.

The obligation of each of the Issuer and the Company in respect of any sum due to any Securityholder or the Trustee in U.S. dollars shall, to the extent permitted by applicable law, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency such Securityholder or Trustee may in accordance with normal banking procedures purchase U.S. dollars in the amount originally due to such Person with the judgment currency. If the amount of U.S. dollars so purchased is less than the sum originally due to such Person, each of the Issuer and the Company agrees, jointly and severally, as a separate obligation and notwithstanding any such judgment, to indemnify such Person against the resulting loss; and if the amount of U.S. dollars so purchased is greater than the sum originally due to such Person, such Person shall, by accepting a Security, be deemed to have agreed to repay such excess.

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(c)The provisions of this Section 11.13 shall survive any termination of this Indenture, in whole or in part.

Section 11.14Waiver of Jury Trial. EACH OF THE ISSUER, THE COMPANY, THE TRUSTEE AND ANY HOLDER BY ITS ACCEPTANCE OF THE SECURITIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE COMPANY GUARANTEE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 11.15USA PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law.

Section 11.16Force Majeure. The Trustee, the Paying Agent and their respective agents shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee, the Paying Agent and their respective agents (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

Suzano Austria GmbH
By:	/s/ Marcelo Feriozzi Bacci
	Name: Marcelo Feriozzi Bacci
	Title: Managing Director
By:	/s/ Carlos Anibal Almeida
	Name: Carlos Anibal Almeida
	Title: Managing Director
Suzano S.A.
By:	/s/ Marcelo Feriozzi Bacci
	Name: Marcelo Feriozzi Bacci
	Title: Chief Financial and Investor Relations Officer
By:	/s/ Carlos Anibal Almeida
	Name: Carlos Anibal Almeida
	Title: Executive Officer

[Signature Page to the Indenture]

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Registrar, Paying Agent and Transfer Agent
By:	Deutsche Bank National Trust Company
By:	/s/ Bridgette Casasnovas
	Name: Bridgette Casasnovas
	Title: Vice President
By:	/s/ Annie Jaghatspanyan
	Name: Annie Jaghatspanyan
	Title: Vice President

[Signature Page to the Indenture]

RULE 144A/REGULATION S APPENDIX

PROVISIONS RELATING TO INITIAL SECURITIES

1.Definitions.

For the purposes of this Appendix the following terms shall have the meanings indicated below. Other terms used in this Appendix and not defined herein shall have the meanings assigned to them in the Indenture.

“Clearstream” means Clearstream Banking, société anonyme, Luxembourg.

“DTC” means the Depository Trust Company.

“Euroclear” means Euroclear Bank, S.A./N.V.

“Global Securities” means Regulation S Global Security, together with Restricted Global Security.

“Issuer Order” means a written request or order signed in the name of the Issuer or the Company by two Officers of Issuer or the Company, as applicable, and delivered to the Trustee.

“Non-U.S. Person” has meaning given to it in Regulation S.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

“Regulation S Global Security” means a single, permanent Restricted Global Security in definitive, fully registered book-entry form sold outside of the United States in reliance on Regulation S.

“Restricted Global Security” means a single, permanent Global Security in definitive, fully registered form without interest coupon, constituting a Restricted Security.

“Restricted Securities Legend” has the meaning set forth in Section 2.1(6) of this Appendix.

“Restricted Security” means a Security that constitutes a “restricted security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Security constitutes a Restricted Security.

“Securities Custodian” means the custodian with respect to a Global Security (as appointed by DTC), or any successor Person thereto and shall initially be Deutsche Bank Trust Company Americas.

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2.The Securities.

2.1Form and Registration.

(1)Form and Registration. The certificates representing the Securities shall be issued in fully registered form without interest coupons.

(2)Regulation S Global Security. Securities offered and sold in reliance on Regulation S under the Securities Act shall initially be represented by one or more Regulation S Global Securities, which shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the accounts of Euroclear and Clearstream (as indirect participants in DTC).

(3)Restricted Global Security. Securities sold in reliance on Rule 144A under the Securities Act shall be represented by one or more Restricted Global Securities and shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC. Each Global Security shall be subject to certain restrictions on transfer, set forth in Section 2.3 and Section 2.4 of this Appendix.

(4)Ownership. Ownership of beneficial interests in a Global Security shall be limited to persons who have accounts with DTC or Euroclear and Clearstream, as indirect participants in DTC (“participants”), or persons who hold interests through participants. Ownership of beneficial interests in a Global Security shall be shown on, and the transfer of that ownership shall be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). QIBs may hold their interests in a Restricted Global Security, directly through DTC, if they are participants in such system, or indirectly through organizations which are participants in such system.

(a)Investors may hold their interests in a Regulation S Global Security, directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems.

(b)So long as DTC or its nominee is the registered owner or holder of a Global Security, DTC or such nominee, as the case may be, shall be considered the sole owner or Holder of the Securities represented by such Global Security for all purposes under the Indenture. No beneficial owner of an interest in a Global Security shall be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the Indenture. Payments made with respect to a Global Security shall be made to DTC or its nominee, as the registered owner thereof. None of the Issuer, the Company, the Trustee or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(c)The Issuer and the Company expect that DTC or its nominee, upon receipt of any payment in respect of a Global Security, shall credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in such Global Security as shown on its records. The Issuer and the Company also expect that payments by participants to

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owners of beneficial interests in such Global Security held through such participants shall be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments shall be the responsibility of such participants.

(5)Limitation on Obligations. Although DTC, Euroclear and Clearstream are expected to follow the procedures set forth in the Indenture in order to facilitate transfers of interests in a Global Security among participants of DTC, Euroclear and Clearstream, as the case may be, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the Company, the Trustee or any Paying Agent shall have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

(6)Successors; Definitive Securities. If (i) DTC is at any time unwilling or unable to continue as a Depositary for the Global Securities and a successor Depositary or clearing agency is not appointed by the Issuer within 90 days, or (ii) an Event of Default has occurred and is continuing and the Registrar and the Issuer have received a written request from a beneficial owner of Securities to issue its proportionate interest in the Global Security, the Issuer shall issue certificated Securities which may bear the Restricted Securities Legend set forth in Exhibit 1 to this Appendix (the “Restricted Securities Legend”) to all beneficial owners, in exchange for their beneficial interests in Global Securities. Holders of an interest in a Global Security may receive certificated Securities, which may bear the Restricted Securities Legend, in accordance with DTC’s rules and procedures in addition to those provided for under the Indenture; provided, however, that if the Issuer is issuing certificated Securities pursuant to this Section 2.1(6)(ii), the Issuer shall only be required to issue certificated Securities to the beneficial owners of the Securities who request certificated Securities.

(7)Certificated Securities. Except as provided in this Section 2.1 or Section 2.3, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Securities. The registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including DTC and Persons that may hold interests through DTC, to take any action which a Holder is entitled to take under the Indenture or the Securities. In the event of transfer of a Restricted Global Security to the beneficial owners thereof in the form of certificated Securities, the Issuer shall promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form without interest coupons.

2.2Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of U.S.$1,000,000,000 of the Issuer’s 5.000% Senior Notes due January 15, 2030, and (2) any Additional Securities for an original issue in an aggregate principal amount specified in the Issuer Order and an Opinion of Counsel of the Issuer pursuant to Section 2.02 of the Indenture. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated.

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2.3Global Securities.

(1)Any Global Security (i) shall represent, and shall be denominated in an aggregate amount equal to the aggregate principal amount of, all of the Outstanding Securities, (ii) shall be registered in the name of DTC or its nominee, (iii) shall be delivered to the Trustee or the Registrar as custodian for DTC and (iv) shall bear a legend substantially to the following effect:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(2)Members of, or participants in, DTC, Euroclear or Clearstream shall have no rights under the Indenture with respect to any Global Security held on their behalf by DTC or the Trustee as its custodian, or under the Global Security, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(3)Interests of beneficial owners in the Global Securities may only be transferred or exchanged for certificated Securities in accordance with the rules and procedures of DTC, Euroclear and Clearstream and the provisions of the Indenture, including this Appendix.

(4)In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to Section 2.3(3) of this Appendix in

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the form of certificated Securities, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and principal amount of authorized denominations.

(5)Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in the other corresponding Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other corresponding Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interest in such other corresponding Global Security for as long as it remains such an interest.

(6)In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to Section 2.3(3) of this Appendix in the form of certificated Securities, the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC, Euroclear or Clearstream in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount at maturity of definitive Securities of authorized denominations.

(7)Any definitive Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to this Section 2.3 shall bear the Restricted Securities Legend.

(8)The registered Holder of any Global Security may grant proxies and otherwise authorize any person, including participants in DTC and persons that may hold interests through participants in DTC to take any action which a Holder is entitled to take under the Indenture or the Securities.

2.4Special Transfer Provisions. The following provisions shall apply with respect to the Securities:

(1)Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to any Non-U.S. Person:

(a)the Registrar shall register the transfer of any Initial Security or any Additional Security, whether or not such Security bears the Restricted Securities Legend, if the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit 2 to this Appendix;

(b)if the proposed transferee is a participant in DTC and the Securities to be transferred consist of definitive Securities which after transfer are to be evidenced by an interest in a Regulation S Global Security upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.4(1)(a) of this Appendix, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security

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in an amount equal to the principal amount of definitive Securities to be transferred, and the Trustee and/or the Registrar shall cancel the definitive Securities so transferred or decrease the principal amount of such definitive Security, as the case may be;

(c)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.4(1)(a) of this Appendix, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Global Security to be transferred.

(2)Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to a QIB (excluding Non-U.S. Persons):

(a)if the Security to be transferred consists of (i) a definitive Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to the Trustee a certificate substantially in the form set forth in Exhibit 3 to this Appendix or (ii) an interest in the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC;

(b)if the Security to be transferred consists of a definitive Security, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the definitive Security, to be transferred, and the Trustee shall cancel the definitive Security so transferred; and

(c)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferred.

(3)Restricted Securities Legend. Upon the registration of transfer, exchange or replacement of Securities not bearing the Restricted Securities Legend, the Registrar shall deliver Securities that do not bear the Restricted Securities Legend. Upon the registration of transfer, exchange or replacement of Securities bearing the Restricted Securities Legend, the Registrar shall deliver only Securities that bear the Restricted Securities Legend unless either (i) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer, the Registrar and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or

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(ii) such Security has been sold pursuant to an effective registration statement under the Securities Act.

(4)Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 2.4(1) or 2.4(2) of this Appendix, the Registrar shall only register such transfer or exchange if such transferor delivers an Opinion of Counsel reasonably satisfactory to the Issuer, the Registrar and the Trustee that such transfer is in compliance with the Securities Act and the terms of the Indenture; provided, however, that the Issuer may, based upon the opinion of its counsel, instruct the Registrar by an Issuer Order not to register such transfer in any case where the proposed transferee is not a QIB or a Non-U.S. Person.

(5)General. By its acceptance of any Security (or any beneficial interest in any Global Security) bearing the Restricted Securities Legend, each Holder of such a Security or holder of such beneficial interest acknowledges the restrictions on transfer of such Security set forth in the Indenture and in the Restricted Securities Legend and agrees that it will transfer such Security only as provided in the Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in the Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.4. The Issuer shall have the right at its own expense to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

2.5Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for certificated Securities, redeemed, purchased or canceled, such Global Security shall be returned to DTC for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.

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EXHIBIT 1
to
RULE 144A/REGULATION S APPENDIX

[FORM OF FACE OF INITIAL SECURITY] [Global Securities Legend]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[Regulation S Securities Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS PRIOR TO EXPIRATION OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)), THIS SECURITY MAY NOT BE REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF THE INDENTURE REFERRED TO HEREIN.

[Restricted Securities Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER

Exh-1-1

JURISDICTION OF THE UNITED STATES OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER OR HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON, AS SUCH TERM IS DEFINED IN RULE 902 UNDER THE SECURITIES ACT, AND IS PURCHASING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF SUZANO AUSTRIA GMBH AND THE GUARANTOR THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN EXCEPT (I) TO SUZANO AUSTRIA GMBH OR THE GUARANTOR OR ANY SUBSIDIARY THEREOF, OR (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR (III) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (IV) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH SUCH CASES IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “US PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH PARAGRAPH 2(IV) ABOVE, SUZANO AUSTRIA GMBH, THE GUARANTOR AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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No.           U.S.$            up to U.S.$1,000,000,000

5.000% Senior Notes due January 15, 2030

CUSIP No. 86964W AG7 (144A)/ A8372T AK4 (Reg. S)

ISIN No. US86964WAG78 (144A)/ USA8372TAK46 (Reg. S)

Suzano Austria GmbH, a limited liability company incorporated under the laws of the Republic of Austria, promises to pay to         , or its registered assigns, the principal sum [of           dollars][listed on the Schedule of Increases or Decreases in the Global Note attached hereto]* on January 15, 2030.

Interest Payment Dates: January 15 and July 15, commencing on January 15, 2020

Record Dates: January 13 and July 13

Additional provisions of this Security are set forth on the other side of this Security.

*If the Security is to be issued in global form, add the Schedule of Increases or Decreases in Global Security.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

SUZANO AUSTRIA GMBH

By:

Name:

Title:

By:

Name:

Title:

Dated: May 29, 2019

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas

as Trustee, certifies that this is one of the Securities referred to in the Indenture.

By:
	Authorized Signatory

Dated: May 29, 2019

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[FORM OF REVERSE SIDE OF INITIAL SECURITY]

5.000% Senior Note due January 15, 2030

1.Interest.

Suzano Austria GmbH, a limited liability company incorporated under the laws of the Republic of Austria (such company, and its successors and assigns under the Indenture hereinafter referred to as the “Issuer”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.

The Issuer will pay interest semi-annually on January 15 and July 15 of each year, commencing on January 15, 2020 to the Paying Agent, which shall in turn distribute the interest in accordance with the Indenture. The Securities shall bear interest at the rate per annum of 5.000% from May 29, 2019, the date of issuance, or from the most recent interest payment date to which interest has been paid or provided for. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal, and pay interest on overdue interest, at the lesser of (i) 2.0% per annum higher than the per annum rate set forth in this Security and (ii) the maximum rate permitted by applicable law.

2.Method of Payment.

The Issuer will pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on January 13 or July 13 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay principal, premium, interest and Additional Amounts, if any, in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, interest and Additional Amounts, if any) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Issuer will make all payments in respect of a certificated Security (including principal, premium, interest and Additional Amounts, if any) at the office or agency of the Paying Agent or the Trustee, unless the Issuer elects to make such payments by mailing a check to the registered address of, or by wire transfer to, each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States for Holders of more than U.S.$10,000,000 of Securities, if such Holder elects payment by wire transfer by giving written notice to the Trustee or the applicable Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

The final payment on any Security in definitive, fully registered form shall be made only upon presentation and surrender of such Security at the office of the Paying Agent on the payment date.

If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

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3.Registrar and Paying Agent.

Initially, Deutsche Bank Trust Company Americas will act as Registrar and Paying Agent. The Issuer may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Issuer, the Company or any Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

4.Indenture.

The Issuer issued the Securities under an Indenture dated as of May 29, 2019 (the “Indenture”), among the Issuer, Suzano S.A., as the guarantor (the “Company”), and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent and Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture.

The Securities are general obligations of the Issuer. The Issuer shall be entitled to issue Additional Securities pursuant to Section 2.12 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its Subsidiaries to engage in transactions with Affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications.

To the extent of any conflict between the terms of the Securities and the Indenture, the applicable terms of the Indenture shall govern.

5.Optional Redemption.

(a)Optional Redemption with a Make-Whole Premium. Prior to October 15, 2029, the Issuer may redeem the Securities, in whole at any time, or in part from time to time, at a redemption price equal to the greater of (1) 100.0% of the principal amount thereof, and (2) the sum of the present values, calculated as of the Redemption Date, of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) as if the Securities were redeemed on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus in each case any accrued and unpaid interest and Additional Amounts, if any, on such Securities to the Redemption Date, as calculated by the Independent Investment Banker; provided that Securities in an aggregate principal amount equal to at least U.S.$150 million remain outstanding immediately after the occurrence of any partial redemption of Securities. At any time on or after the Par Call Date, the Issuer will have the right to redeem the Securities, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest on the principal amount of the Securities being redeemed to such Redemption Date.

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For purposes of the above:

“Par Call Date” means the date falling six months prior to the Maturity Date of the Securities.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Par Call Date.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealers” means BNP Paribas Securities Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Rabo Securities USA, Inc. and Scotia Capital (USA) Inc. or their respective Affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; provided that if any of the foregoing cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third Business Day preceding such Redemption Date.

(b)Redemption for Taxation Reasons. If as a result of any change in or amendment to the laws or treaties (or any rules or regulations thereunder) of any Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules or regulations (including a holding by a court of competent jurisdiction), which change or amendment or change in official position becomes effective on or after the issue date of the Securities or on or, with respect to a successor, after the date a successor assumes the obligations under the Securities, the Issuer or the Company or the successor have or will become

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obligated to pay Additional Amounts as described under Section 4.13 of the Indenture in excess of the Additional Amounts that the Issuer or the Company would be obligated to pay if payments were subject to withholding or deduction at a rate of 15.0% (or at a rate of 25.0% in case the holder of the Securities is resident in a tax haven jurisdiction, i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 20.0%, or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) as a result of the taxes, duties, assessments and other governmental charges described above (the “Minimum Withholding Level”), the Issuer may, at its option, redeem all, but not less than all, of the Securities, at a redemption price equal to 100.0% of their principal amount, together with interest and Additional Amounts accrued to the date fixed for redemption, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would, but for such redemption, be obligated to pay the Additional Amounts above the Minimum Withholding Level, were a payment then due. The Issuer shall not have the right to so redeem the Securities in the event it becomes obliged to pay Additional Amounts which are less than the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Issuer shall not have the right to so redeem the Securities unless: (i) it has taken measures it considers reasonable to avoid the obligation to pay Additional Amounts; and (ii) it has complied with all applicable regulations to legally effect such redemption; provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s, the Company’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive or registered office.

In the event that the Issuer elects to so redeem the Securities, it shall deliver to the Trustee: (i) a certificate, signed in the name of the Issuer by two of its directors or by its attorney-in-fact in accordance with its articles of association, stating that the Issuer is entitled to redeem the Securities pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer to so redeem have occurred or been satisfied; and (ii) an Opinion of Counsel (as provided for in this Indenture) to the effect that the Issuer has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level as a result of the change or amendment, and that all governmental approvals necessary for the Issuer to effect the redemption have been obtained and are in full force and effect.

6.Redemption Procedures.

The Issuer shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 11.01 of the Indenture, not less than 30 nor more than 60 days prior to a date for redemption of Securities by first-class mail, postage prepaid, to each Securityholder at its registered address or otherwise in accordance with the procedures of DTC. If the Issuer itself gives the notice, it shall also deliver a copy at the same time to the Trustee.

If the Issuer elects to have the Trustee give notice of redemption the Issuer shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a shorter period), an Officer’s Certificate requesting that the Trustee select the Securities to be redeemed and/or give notice of redemption and setting forth the information required by Section 3.02(c) of the Indenture. If the Issuer elects to have the Trustee give notice of redemption,

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the Trustee shall give the notice in the name of the Issuer and at the Issuer’s expense. Securities will be selected for partial redemptions in accordance with DTC procedures.

If the Issuer, or the Trustee on behalf of the Issuer, gives notice of redemption in accordance with Article III of the Indenture, the Securities shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to, but excluding, the Redemption Date), and from and after the Redemption Date (unless the Issuer shall default in the payment of the redemption price and accrued interest) the Securities shall cease to bear interest. Upon surrender of the Securities for redemption in accordance with the notice, the Issuer shall pay the Securities at the redemption price, together with accrued interest, if any, to, but excluding, the Redemption Date. If the Issuer shall fail to pay any Security called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Securities.

7.Put Provisions.

Upon a Change of Control that results in a Rating Decline, any Holder will have the right to cause the Issuer and the Company to repurchase all or any part (equal to U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) of the Securities of such Holder at a repurchase price equal to 101.0% of the aggregate principal amount of the Securities to be repurchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of repurchase, as provided in, and subject to the terms of, the Indenture.

8.Company Guarantee.

The payment by the Issuer of the principal of, and premium and interest on, the Securities will be fully and unconditionally guaranteed by the Company, to the extent set forth in the Indenture.

10.Denominations; Transfer; Exchange.

The Securities shall be issued in registered form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof and shall be issued as one or more Global Securities. A Holder may transfer or exchange Securities in accordance with the Indenture. The Securities may be transferred, combined or divided without payment of any charge other than taxes or other governmental charges. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an Interest Payment Date.

11.Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of it for all purposes. Payment shall be made to the person in whose name a Security is registered at the close of business on the applicable record date.

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12.Unclaimed Money.

If money for the payment of principal, premium, interest or Additional Amounts, if any, remains unclaimed for two years, the Trustee or the relevant Paying Agent shall pay the money back to the Issuer at its request. After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee or the Paying Agent for payment.

13.Discharge; Defeasance.

Subject to certain conditions set forth in Article VIII of the Indenture, the Issuer shall be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Issuer deposits with the Trustee cash or U.S. Government Obligations for the payment of principal and interest on the Securities upon redemption or maturity, as the case may be.

14.Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Securities may be amended without notice to any Holder or with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities.

Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Issuer, the Company and the Trustee shall be entitled to amend or supplement the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency; or to correct a manifest error or to comply with Section 5.01 of the Indenture; or to provide for uncertificated Securities in addition to or in place of certificated Securities; or to provide for any Guarantee with respect to the Securities; or to secure the Securities or to confirm and evidence the release, termination or discharge of any Guarantee or Lien securing the Securities when such release, termination or discharge is permitted by the Indenture or make any change that does not adversely affect the rights of any Securityholder; or to conform the terms of the Indenture with the description thereof set forth in the “Description of the Notes” section of the Offering Memorandum; or to evidence and provide for the acceptance of appointment of a successor Trustee with respect to the Securities or to provide for or confirm the issuance of Additional Securities.

Subject to certain conditions set forth in the Indenture, the Issuer may, without consent of the Holders, be substituted by (i) the Company or (ii) any Wholly-Owned Subsidiary of the Company.

15.Defaults and Remedies.

Under the Indenture, Events of Default include (a) default for 30 days in payment of any interest or related Additional Amounts, if any, on the Securities; (b) default in payment of principal of or any related Additional Amounts, if any, or premium, if any, on the Securities, when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise; (c) failure by the Company to comply with Section 5.01; (d) failure by the Issuer or the Company, as the case may be, to comply with other agreements in the Indenture and such non-compliance continues for a period of 60 consecutive days after written notice is given to Issuer and/or the Company by the Trustee or to the Issuer, the Company and the Trustee by the Holders of at least 25.0% in aggregate principal amount of the Securities; (e) certain accelerations of other Debt of the Company; (f) certain events of bankruptcy or insolvency

Exh-1-11

with respect to the Issuer, the Company or any Subsidiary; (g) the Company Guarantee shall fail to be in full force and effect or is declared null and void; and (h) certain condemnation events affecting all or substantially all of the undertaking, assets and revenues of the Issuer, the Company or certain Subsidiaries for a period of 60 consecutive days or longer.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the Securities, by written notice to the Issuer and the Company (and to the Trustee if notice is given by the Holders), may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default.

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

16.Trustee Dealings with the Issuer and the Company.

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer, the Company or their Affiliates and may otherwise deal with the Issuer, the Company or their Affiliates with the same rights it would have if it were not Trustee.

17.No Recourse Against Others.

No past, present or future director, officer, employee, partner, incorporator, quotaholder, member or shareholder, as such, of the Issuer, the Company or any Subsidiary of the Company, shall have any liability for any obligations of the Issuer, the Company or any Subsidiary of the Company under the Securities, the Indenture or the Company Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

18.Authentication.

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

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19.Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

20.CUSIP Numbers and ISINs.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers or ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers or ISINs in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

21.Governing Law; Consent to Jurisdiction and Service of Process.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Each of the Issuer and the Company has consented to the jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Securities and has validly and effectively appointed Corporation Service Company as agent for service of process.

The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:

Suzano S.A.
Av. Brigadeiro Faria Lima, 1355 — 8th floor
01452-911 São Paulo, SP
Brazil
Attention:Marcelo Feriozzi Bacci and Julio Cesar Maciel Ramundo
Facsimile:+55-11-3503-9099

Exh-1-13

FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE

For value received, the undersigned hereby unconditionally guarantees to the Securityholder of this Security, the cash payments in U.S. dollars of principal and interest on this Security (and including Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Securities, to the Securityholder of this Security and the Trustee, all in accordance with and subject to the terms and conditions of this Security and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 29, 2019 among Suzano Austria GmbH, as the Issuer, Suzano S.A., as the guarantor (the “Company”) and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent.

The obligations of the undersigned to the Securityholders and to the Trustee are expressly set forth in Article X of the Indenture. This Guarantee constitutes a direct, general and unconditional obligation of the undersigned which will at all times rank at least pari passu with all other present and future senior unsecured obligations of the undersigned, except for such obligations as may be preferred by mandatory provisions of law.

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IN WITNESS WHEREOF, the Company has caused this endorsement with respect to the U.S.$1,000,000,000 5.000% Senior Notes due 2030 of Suzano Austria GmbH to be duly executed.

Dated: [                  ]
	SUZANO S.A.
	By:
	Name:
	Title:
	By:
	Name:
	Title:

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him or her.

Your Signature:

Date:
	(Sign exactly as your name appears on the other side of this Security)

*Signature guaranteed by:

By:

*The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is U.S.$[              ]. The following increases or decreases in this Global Security have been made:

Date of
Exchange Amount of
decrease in
principal amount
of this Global
Security Amount of
increase in
principal amount
of this Global
Security Principal amount
of this Global
Security
following such
decrease or
increase Signature of
authorized
officer of
Trustee or
Securities
Custodian

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[FORM OF] OPTION OF SECURITYHOLDER TO ELECT PURCHASE

If you elect to have this Security purchased by the Issuer pursuant to Section 4.04 of the Indenture, check the box below:

oSection 4.04

If you elect to have only part of this Security purchased by the Issuer pursuant to Section 4.04 of the Indenture, state the amount (in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) you elect to have purchased:

U.S.$

Dated:	Your Name:
	(Print your name exactly as it appears on the face of this Security)
	Your Signature:
	(Sign exactly as your name appears on the face of this Security)
	Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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EXHIBIT 2 to
RULE 144A/REGULATION S APPENDIX

FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATION S

[Date]

Suzano Austria GmbH
c/o Suzano S.A.
Av. Brigadeiro Faria Lima, 1355 — 8th floor
01452-919 São Paulo, SP
Brazil
Attention: Marcelo Feriozzi Bacci and Julio Cesar Maciel Ramundo

Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, 24th Floor
Mailstop NYC60-2407
New York, New York 10005
Attention: Corporates Team — Suzano - 2019

with a copy to:

DB Services Americas, Inc.
5022 Gate Parkway Suite 200
Jacksonville, FL 32256 USA
Attention: Transfer

Re:Suzano Austria GmbH (the “Issuer”)
5.000% Senior Notes due January 15, 2030 (the “Securities”)

Ladies and Gentlemen:

In connection with our proposed transfer of U.S.$                 aggregate principal amount of Securities, we confirm that such transfer has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1)the offer of the Securities was not made to a person in the United States;

(2)either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

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(3)no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

(4)the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

(5)we have advised the transferee of the transfer restrictions applicable to the Securities;

(6)if the circumstances set forth in Rule 903(b) or 904(b) under the Securities Act are applicable, we have complied with the additional conditions therein; and

(7)if the sale is made during a restricted period, we confirm that such sale has been made in accordance with the specific requirements of Regulation S.

You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,
[Name of Transferor]
By:
	Authorized Signature

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EXHIBIT 3
to
RULE 144A/REGULATION S APPENDIX

FORM OF TRANSFER CERTIFICATE FOR
TRANSFER OF RESTRICTED GLOBAL SECURITY
BEARING A RESTRICTED SECURITIES LEGEND

[Date]

Suzano Austria GmbH
c/o Suzano S.A.
Av. Brigadeiro Faria Lima, 1355 — 8th floor
01452-919 São Paulo, SP
Brazil
Attention: Marcelo Feriozzi Bacci and Julio Cesar Maciel Ramundo

Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, 24th Floor
Mailstop NYC60-2407
New York, New York 10005
Attention: Corporates Team — Suzano - 2019

with a copy to:

DB Services Americas, Inc.
5022 Gate Parkway Suite 200
Jacksonville, FL 32256 USA
Attention: Transfer

Re:Suzano Austria GmbH (the “Issuer”)
5.000% Senior Notes due January 15, 2030 (the “Securities”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture dated as of May 29, 2019 in regard of the Securities among Suzano Austria GmbH, as the Issuer, Suzano S.A., as the guarantor, Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent and Transfer Agent. Capitalized terms used but not defined herein will have the meaning given them in the Indenture.

This letter relates to U.S.$                aggregate principal amount of the Securities which are held in certificated form.

The undersigned has requested transfer of such Securities to a Person who will take delivery thereof in the form of a beneficial interest in the Restricted Global Security (CUSIP No. CUSIP No. 86964W AG7 (144A)/ A8372T AK4 (Reg. S); ISIN US86964WAG78 (144A)/ USA8372TAK46 (Reg. S)). In connection with such transfer, the undersigned does hereby confirm

Exh-3-1

that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and on the Securities and pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended, and accordingly, the undersigned represents that:

(1)the Securities are being transferred to a transferee that the undersigned reasonably believes is purchasing the Securities for its own account or one or more accounts with respect to which the transferee exercises sole investment discretion; and

(2)the undersigned reasonably believes that transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

	[NAME OF TRANSFEROR]
	By:
		Name:
		Title:
Dated:

Exh-3-2

EX-4.6

Exhibit 4.6

[FORM OF] SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of          , 2019 among SUZANO AUSTRIA GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the “Issuer”), SUZANO S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”) to the indenture dated as of September 20, 2018, (the “Base Indenture”), as amended and supplemented by the supplemental indenture dated as of February 5, 2019 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Company have heretofore executed and delivered to the Trustee the Indenture, providing for the issuance of the U.S.$1,000,000,000 aggregate principal amount of 6.000% Senior Notes due January 15, 2029 ), which were reopened on February 5, 2019 with the issuance of Additional Securities in a further aggregate principal amount of U.S.$750,000,000, and any Additional Securities (as defined in the Indenture) (the “Securities”);

WHEREAS, the Issuer, the Company and certain initial purchasers executed a registration rights agreement dated September 20, 2018 (“Registration Rights Agreement”), pursuant to which the Issuer shall offer to exchange the securities sold in private offerings for an equal principal amount of new registered securities identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate);

WHEREAS, pursuant to Section 9.01(a)(vii) of the Indenture, the Trustee, the Issuer and the Company are authorized to execute and deliver this Second Supplemental Indenture; and

WHEREAS, the Issuer has requested that the Trustee execute and deliver this Second Supplemental Indenture.

For and in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

SECTION 1. Capitalized Terms.  Capitalized terms used herein but not defined shall have the meaning assigned to them in the Indenture. All definitions in the Indenture shall be read in a manner consistent with the terms of this Second Supplemental Indenture.

SECTION 2. Definitions.  For all purposes of this Second Supplemental Indenture and the Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(i) the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular;

(ii) all other terms used in the Indenture and in this Second Supplemental Indenture, which are defined in the TIA, either directly or by reference therein, have the meanings assigned to them therein.

“Exchange Offer” shall mean the proposed offer of the Issuer to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the SEC from participating in such offer and are able to make certain representations, in exchange for the Securities, a like aggregate principal amount of New Securities registered under the Securities Act.

“New Securities” shall mean securities issued by the Issuer under this Second Supplemental Indenture and the Indenture upon an exchange pursuant to the Registration Rights Agreement and containing terms identical to the Securities of such series except that (i) interest on such New Securities shall accrue from the last date on which interest was paid on the Securities for which the New Securities were exchanged or, if no such interest has been paid, from the date from which any interest on the Securities first began to accrue, (ii) such New Securities will not contain restrictions on transfer and (iii) any additional interest provisions applicable to the Securities shall not be contained in the New Securities.

“Prospectus” shall mean the prospectus included in the Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein.

“Registration Rights Agreement” shall have the meaning set forth in the preamble hereto.

“Registration Statement” shall mean a registration statement of the Issuer and the Company on an appropriate form under the Securities Act with respect to the Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Second Supplemental Indenture is executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” or “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

SECTION 2.  Conflict with TIA. (a) The Indenture and this Second Supplemental Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and govern indentures qualified under the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the TIA to be a part of and govern this Indenture or this Second Supplemental Indenture, the provision of the TIA shall control. If any provision of the Indenture or this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of such Act shall be deemed to apply to this Indenture and this Second Supplemental Indenture as so modified or to be excluded, as the case may be.

SECTION 3.  Issuance of New Securities.  (a) The Issuer shall, pursuant to the Registration Rights Agreement, issue New Securities under this Second Supplemental Indenture, issuable in substantially the form of Exhibit A hereto, having identical terms in all respects as the

2

Securities except that (i) interest on the New Securities shall accrue from the last date on which interest was paid on the Securities for which the New Securities were exchanged or, if no such interest has been paid, from the date from which any interest on the Securities first began to accrue, (ii) the New Securities shall not contain restrictions on transfer and (iii) any additional interest provisions applicable to the Securities shall not be contained in the New Securities; provided that the Securities and any New Securities issued under this Second Supplemental Indenture will be treated as a single series for all purposes under the Indenture and this Second Supplemental Indenture and shall vote together as one class on all matters with respect to the Securities and the New Securities.

(b) The New Securities shall not constitute Transfer Restricted Securities and shall not bear the Restricted Securities Legend.. The Exchange Offer shall enable each Holder electing to exchange Securities for New Securities, provided that such Holder (i) is not an Affiliate of the Issuer, (ii) acquires the New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to participate in the distribution of the New Securities and (iv) is not prohibited by any law or policy of the SEC from participating in the Exchange Offer, to trade such New Securities from and after their receipt without any limitations or restrictions under the Securities Act.

SECTION 4.  Exchange of Securities. As soon as practicable after the close of the Exchange Offer, the Issuer shall, and the Company shall cause the Issuer to: (i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Exchange Offer; (ii) deliver to the Trustee for cancelation Securities so accepted for exchange and (iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

SECTION 5.  Transfer or Exchange from Restricted Global Security to Unrestricted Global Security.  (a) If Securities of the same series and like tenor are issued in the form of a Regulation S Global Security and a Restricted Global Security, and if a holder of a beneficial interest in the Restricted Global Security deposited with the Depositary wishes at any time to exchange its interest in such Restricted Global Security for an interest in the Unrestricted Global Security of the same series and like tenor, or to transfer its interest in such Restricted Global Security to a person who wishes to take delivery thereof in the form of an interest in the Unrestricted Global Security of the same series and like tenor, such holder may, subject to the applicable procedures, exchange or cause the exchange, or transfer or cause the transfer, of such interest for an equivalent beneficial interest in such Unrestricted Global Security in accordance with this Section 5.

(b) Upon receipt by the Trustee, as Registrar, at its office in The City of New York of (A) any instructions or documents required under Section 2.06 of the Base Indenture; (B) a certificate, in form and substance satisfactory to the Issuer, given by such holder, stating that the exchange or transfer of beneficial interest has been made in compliance with the transfer restrictions applicable to the Securities and (B)(i) the applicable restricted period by Rule 144 under the Securities Act has prescribed, and such Holder is not an Affiliate of the Issuer or (B)(ii) such Holder is not a “U.S. Person,” as such term is defined in Rule 902 under the Securities Act, and purchased the Securities in an “offshore transaction” pursuant to Rule 903 or 904 of Regulation S, the Trustee shall instruct the Depositary to reduce or reflect on its records a reduction of such Restricted Global Security by the aggregate principal amount of the beneficial interest in such Restricted Global Security to be so exchanged or transferred and the Trustee shall instruct the Depositary, concurrently with such reduction, to increase or reflect

3

on its records an increase in the principal amount of such Unrestricted Global Security by the aggregate principal amount of the beneficial interest in such Restricted Global Security to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in such Unrestricted Global Security equal to the reduction in the principal amount of such Restricted Global Security.

SECTION 6.  Notification of Amendment to Stock Exchange. The Issuer or the Company shall not be required to notify any stock exchange of any amendment to the Indenture, regardless of whether Securityholders’ approval is required, unless notification is required by the applicable rules of the stock exchange on which the Securities or New Securities of the Issuer are listed.

SECTION 7. Ratification of Indenture; Second Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 8. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED UNDER THE LAWS OF SUCH STATE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 8. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

SECTION 9. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction of this Second Supplemental Indenture.

4

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

Suzano Austria GmbH
By:
	Name:
	Title:
By:
	Name:
	Title:
Suzano S.A.
By:
	Name:
	Title:
By:
	Name:
	Title:

5

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
	Name:
	Title:

6

EXHIBIT A

FORM OF REGISTERED NOTE

[FORM OF FACE OF NEW SECURITY] [Global Securities Legend]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Exh-1-7

No.           U.S.$            up to U.S.$1,000,000,000

6.000% Senior Notes due January 15, 2029

CUSIP No. 86964WAF9

ISIN No. US86964WAF95

Suzano Austria GmbH, a limited liability company incorporated under the laws of the Republic of Austria, promises to pay to         , or its registered assigns, the principal sum [of           dollars][listed on the Schedule of Increases or Decreases in the Global Note attached hereto]* on January 15, 2029.

Interest Payment Dates: January 15 and July 15, commencing on January 15, 2020

Record Dates: January 13 and July 13

Additional provisions of this Security are set forth on the other side of this Security.

*If the Security is to be issued in global form, add the Schedule of Increases or Decreases in Global Security.

Exh-1-8

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

SUZANO AUSTRIA GMBH
By:
	Name:
	Title:
By:
	Name:
	Title:

Dated:        , 2019

Exh-1-9

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas
as Trustee, certifies that this is one of the Securities referred to in the Indenture.
By:
	Authorized Signatory
Dated:          , 2019

Exh-1-10

[FORM OF REVERSE SIDE OF NEW SECURITY]

6.000% Senior Note due January 15, 2029

1.Interest.

Suzano Austria GmbH, a limited liability company incorporated under the laws of the Republic of Austria (such company, and its successors and assigns under the Indenture hereinafter referred to as the “Issuer”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.

The Issuer will pay interest semi-annually on January 15 and July 15 of each year, commencing on January 15, 2020 to the Paying Agent, which shall in turn distribute the interest in accordance with the Indenture. The Securities shall bear interest at the rate per annum of 6.000% from July 15, 2019. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal, and pay interest on overdue interest, at the lesser of (i) 2.0% per annum higher than the per annum rate set forth in this Security and (ii) the maximum rate permitted by applicable law.

2.Method of Payment.

The Issuer will pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on January 13 or July 13 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay principal, premium, interest and Additional Amounts, if any, in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, interest and Additional Amounts, if any) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Issuer will make all payments in respect of a certificated Security (including principal, premium, interest and Additional Amounts, if any) at the office or agency of the Paying Agent or the Trustee, unless the Issuer elects to make such payments by mailing a check to the registered address of, or by wire transfer to, each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States for Holders of more than U.S.$10,000,000 of Securities, if such Holder elects payment by wire transfer by giving written notice to the Trustee or the applicable Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

The final payment on any Security in definitive, fully registered form shall be made only upon presentation and surrender of such Security at the office of the Paying Agent on the payment date.

If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

Exh-1-11

3.Registrar and Paying Agent.

Initially, Deutsche Bank Trust Company Americas will act as Registrar and Paying Agent. The Issuer may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Issuer, the Company or any Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

4.Indenture.

The Issuer issued the Securities under an Indenture dated as of September 20, 2018, among the Issuer, Suzano S.A., as the guarantor (the “Company”), and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent and Transfer Agent, as amended and supplemented by the supplemental indenture dated as of February 5, 2019 (the “Indenture”). The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture.

The Securities are general obligations of the Issuer. The Issuer shall be entitled to issue Additional Securities pursuant to Section 2.12 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its Subsidiaries to engage in transactions with Affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications.

To the extent of any conflict between the terms of the Securities and the Indenture, the applicable terms of the Indenture shall govern.

5.Optional Redemption.

(a)Optional Redemption with a Make-Whole Premium. Prior to October 15, 2028, the Issuer may redeem the Securities, in whole at any time, or in part from time to time, at a redemption price equal to the greater of (1) 100.0% of the principal amount thereof, and (2) the sum of the present values, calculated as of the Redemption Date, of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) as if the Securities were redeemed on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in each case any accrued and unpaid interest and Additional Amounts, if any, on such Securities to the Redemption Date, as calculated by the Independent Investment Banker; provided that Securities in an aggregate principal amount equal to at least U.S.$150 million remain outstanding immediately after the occurrence of any partial redemption of Securities. At any time on or after the Par Call Date, the Issuer will have the right to redeem the Securities, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest on the principal amount of the Securities being redeemed to such Redemption Date.

Exh-1-12

For purposes of the above:

“Par Call Date” means the date falling six months prior to the Maturity Date of the Securities.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Par Call Date.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealers” means BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA LLC or their respective Affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; provided that if any of the foregoing cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third Business Day preceding such Redemption Date.

(b)Redemption for Taxation Reasons. If as a result of any change in or amendment to the laws or treaties (or any rules or regulations thereunder) of any Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules or regulations (including a holding by a court of competent jurisdiction), which change or amendment or change in official position becomes effective on or after the issue date of the Securities or on or, with respect to a successor, after the date a successor assumes the obligations under the Securities, the Issuer or the Company or the successor have or will become obligated to pay Additional Amounts as described under Section 4.13 of the Indenture in excess of the Additional Amounts that the Issuer or the Company would be obligated to pay if payments were subject to

Exh-1-13

withholding or deduction at a rate of 15.0% (or at a rate of 25.0% in case the holder of the Securities is resident in a tax haven jurisdiction, i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 20.0%, or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) as a result of the taxes, duties, assessments and other governmental charges described above (the “Minimum Withholding Level”), the Issuer may, at its option, redeem all, but not less than all, of the Securities, at a redemption price equal to 100.0% of their principal amount, together with interest and Additional Amounts accrued to the date fixed for redemption, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would, but for such redemption, be obligated to pay the Additional Amounts above the Minimum Withholding Level, were a payment then due. The Issuer shall not have the right to so redeem the Securities in the event it becomes obliged to pay Additional Amounts which are less than the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Issuer shall not have the right to so redeem the Securities unless: (i) it has taken measures it considers reasonable to avoid the obligation to pay Additional Amounts; and (ii) it has complied with all applicable regulations to legally effect such redemption; provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s, the Company’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive or registered office.

In the event that the Issuer elects to so redeem the Securities, it shall deliver to the Trustee: (i) a certificate, signed in the name of the Issuer by two of its directors or by its attorney-in-fact in accordance with its articles of association, stating that the Issuer is entitled to redeem the Securities pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer to so redeem have occurred or been satisfied; and (ii) an Opinion of Counsel (as provided for in the Indenture) to the effect that the Issuer has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level as a result of the change or amendment, and that all governmental approvals necessary for the Issuer to effect the redemption have been obtained and are in full force and effect.

6.Redemption Procedures.

The Issuer shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 11.01 of the Indenture, not less than 30 nor more than 60 days prior to a date for redemption of Securities by first-class mail, postage prepaid, to each Securityholder at its registered address or otherwise in accordance with the procedures of DTC. If the Issuer itself gives the notice, it shall also deliver a copy at the same time to the Trustee.

If the Issuer elects to have the Trustee give notice of redemption the Issuer shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a shorter period), an Officer’s Certificate requesting that the Trustee select the Securities to be redeemed and/or give notice of redemption and setting forth the information required by Section 3.02(c) of the Indenture. If the Issuer elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Issuer and at the Issuer’s expense. Securities will be selected for partial redemptions in accordance with DTC procedures.

Exh-1-14

If the Issuer, or the Trustee on behalf of the Issuer, gives notice of redemption in accordance with Article III of the Indenture, the Securities shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to, but excluding, the Redemption Date), and from and after the Redemption Date (unless the Issuer shall default in the payment of the redemption price and accrued interest) the Securities shall cease to bear interest. Upon surrender of the Securities for redemption in accordance with the notice, the Issuer shall pay the Securities at the redemption price, together with accrued interest, if any, to, but excluding, the Redemption Date. If the Issuer shall fail to pay any Security called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Securities.

7.Put Provisions.

Upon a Change of Control that results in a Rating Decline, any Holder will have the right to cause the Issuer and the Company to repurchase all or any part (equal to U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) of the Securities of such Holder at a repurchase price equal to 101.0% of the aggregate principal amount of the Securities to be repurchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of repurchase, as provided in, and subject to the terms of, the Indenture.

8.Company Guarantee.

The payment by the Issuer of the principal of, and premium and interest on, the Securities will be fully and unconditionally guaranteed by the Company, to the extent set forth in the Indenture.

10.Denominations; Transfer; Exchange.

The Securities shall be issued in registered form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof and shall be issued as one or more Global Securities. A Holder may transfer or exchange Securities in accordance with the Indenture. The Securities may be transferred, combined or divided without payment of any charge other than taxes or other governmental charges. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an Interest Payment Date.

11.Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of it for all purposes. Payment shall be made to the person in whose name a Security is registered at the close of business on the applicable record date.

12.Unclaimed Money.

If money for the payment of principal, premium, interest or Additional Amounts, if any, remains unclaimed for two years, the Trustee or the relevant Paying Agent shall pay the money

Exh-1-15

back to the Issuer at its request. After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee or the Paying Agent for payment.

13.Discharge; Defeasance.

Subject to certain conditions set forth in Article VIII of the Indenture, the Issuer shall be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Issuer deposits with the Trustee cash or U.S. Government Obligations for the payment of principal and interest on the Securities upon redemption or maturity, as the case may be.

14.Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Securities may be amended without notice to any Holder or with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities.

Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Issuer, the Company and the Trustee shall be entitled to amend or supplement the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency; or to correct a manifest error or to comply with Section 5.01 of the Indenture; or to provide for uncertificated Securities in addition to or in place of certificated Securities; or to provide for any Guarantee with respect to the Securities; or to secure the Securities or to confirm and evidence the release, termination or discharge of any Guarantee or Lien securing the Securities when such release, termination or discharge is permitted by the Indenture or make any change that does not adversely affect the rights of any Securityholder; or to conform the terms of the Indenture with the description thereof set forth in the “Description of the New Securities” section of the Prospectus; or to evidence and provide for the acceptance of appointment of a successor Trustee with respect to the Securities or to provide for or confirm the issuance of Additional Securities.

Subject to certain conditions set forth in the Indenture, the Issuer may, without consent of the Holders, be substituted by (i) the Company or (ii) any Wholly-Owned Subsidiary of the Company.

15.Defaults and Remedies.

Under the Indenture, Events of Default include (a) default for 30 days in payment of any interest or related Additional Amounts, if any, on the Securities; (b) default in payment of principal of or any related Additional Amounts, if any, or premium, if any, on the Securities, when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise; (c) failure by the Company to comply with Section 5.01; (d) failure by the Issuer or the Company, as the case may be, to comply with other agreements in the Indenture and such non-compliance continues for a period of 60 consecutive days after written notice is given to Issuer and/or the Company by the Trustee or to the Issuer, the Company and the Trustee by the Holders of at least 25.0% in aggregate principal amount of the Securities; (e) certain accelerations of other Debt of the Company; (f) certain events of bankruptcy or insolvency with respect to the Issuer, the Company or any Subsidiary; (g) the Company Guarantee shall fail to be in full force and effect or is declared null and void; and (h)

Exh-1-16

certain condemnation events affecting all or substantially all of the undertaking, assets and revenues of the Issuer, the Company or certain Subsidiaries for a period of 60 consecutive days or longer.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the Securities, by written notice to the Issuer and the Company (and to the Trustee if notice is given by the Holders), may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default.

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

16.Trustee Dealings with the Issuer and the Company.

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer, the Company or their Affiliates and may otherwise deal with the Issuer, the Company or their Affiliates with the same rights it would have if it were not Trustee.

17.No Recourse Against Others.

No past, present or future director, officer, employee, partner, incorporator, quotaholder, member or shareholder, as such, of the Issuer, the Company or any Subsidiary of the Company, shall have any liability for any obligations of the Issuer, the Company or any Subsidiary of the Company under the Securities, the Indenture or the Company Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

18.Authentication.

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

19.Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

Exh-1-17

20.CUSIP Numbers and ISINs.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers or ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers or ISINs in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

21.Governing Law; Consent to Jurisdiction and Service of Process.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Each of the Issuer and the Company has consented to the jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Securities and has validly and effectively appointed Corporation Service Company as agent for service of process.

The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:

Suzano S.A.
Av. Brigadeiro Faria Lima, 1355 — 8th floor
01452-911 São Paulo, SP
Brazil
Attention:Marcelo Feriozzi Bacci and Julio Cesar Maciel Ramundo
Facsimile:+55-11-3503-9099

Exh-1-18

FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE

For value received, the undersigned hereby unconditionally guarantees to the Securityholder of this Security, the cash payments in U.S. dollars of principal and interest on this Security (and including Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Securities, to the Securityholder of this Security and the Trustee, all in accordance with and subject to the terms and conditions of this Security and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of September 20, 2018 among Suzano Austria GmbH, as the Issuer, Suzano S.A., as the guarantor (the “Company”) and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent, as amended and supplemented by the supplemental indenture dated as of February 5, 2019 (the “Indenture”).

The obligations of the undersigned to the Securityholders and to the Trustee are expressly set forth in Article X of the Indenture. This Guarantee constitutes a direct, general and unconditional obligation of the undersigned which will at all times rank at least pari passu with all other present and future senior unsecured obligations of the undersigned, except for such obligations as may be preferred by mandatory provisions of law.

Exh-1-19

IN WITNESS WHEREOF, the Company has caused this endorsement with respect to the U.S.$ [             ] 6.000% Senior Notes due 2029 of Suzano Austria GmbH to be duly executed.

Dated: [                  ]

SUZANO S.A.

By:

Name:

Title:

By:

Name:

Title:

Exh-1-20

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him or her.

	Your Signature:
Date:
	(Sign exactly as your name appears on the other side of this Security)

*Signature guaranteed by:

By:

*The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Exh-1-21

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is U.S.$[              ]. The following increases or decreases in this Global Security have been made:

Date of
Exchange Amount of
decrease in
principal
amount of this
Global Security Amount of
increase in
principal
amount of this
Global Security Principal
amount of this
Global Security
following such
decrease or
increase Signature of
authorized
officer of
Trustee or
Securities
Custodian

Exh-1-22

[FORM OF] OPTION OF SECURITYHOLDER TO ELECT PURCHASE

If you elect to have this Security purchased by the Issuer pursuant to Section 4.04 of the Indenture, check the box below:

oSection 4.04

If you elect to have only part of this Security purchased by the Issuer pursuant to Section 4.04 of the Indenture, state the amount (in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) you elect to have purchased:

U.S.$
Dated:	Your Name:
	(Print your name exactly as it appears on the face of this Security)
	Your Signature:
	(Sign exactly as your name appears on the face of this Security)
	Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Exh-1-23

EX-4.7

Exhibit 4.7

[FORM OF] SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of             , 2019 among SUZANO AUSTRIA GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the “Issuer”), SUZANO S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”) to the indenture dated as of May 29, 2019 (the “Indenture”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Company have heretofore executed and delivered to the Trustee the Indenture, providing for the issuance of the U.S.$1,000,000,000 aggregate principal amount of 5.000% Senior Notes due January 15, 2030) and any Additional Securities (as defined in the Indenture) (the “Securities”);

WHEREAS, the Issuer, the Company and certain initial purchasers executed a registration rights agreement dated May 29, 2019 (“Registration Rights Agreement”), pursuant to which the Issuer shall offer to exchange the securities sold in private offerings for an equal principal amount of new registered securities identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate);

WHEREAS, pursuant to Section 9.01(a)(vii) of the Indenture, the Trustee, the Issuer and the Company are authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture.

For and in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

SECTION 1. Capitalized Terms.  Capitalized terms used herein but not defined shall have the meaning assigned to them in the Indenture. All definitions in the Indenture shall be read in a manner consistent with the terms of this Supplemental Indenture.

SECTION 2. Definitions.  For all purposes of this Supplemental Indenture and the Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(i) the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular;

(ii) all other terms used in the Indenture and in this Supplemental Indenture, which are defined in the TIA, either directly or by reference therein, have the meanings assigned to them therein.

“Exchange Offer” shall mean the proposed offer of the Issuer to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the SEC from participating in such offer and are able to make certain representations, in exchange for

the Securities, a like aggregate principal amount of New Securities registered under the Securities Act.

“New Securities” shall mean securities issued by the Issuer under this Supplemental Indenture and the Indenture upon an exchange pursuant to the Registration Rights Agreement and containing terms identical to the Securities of such series except that (i) interest on such New Securities shall accrue from the last date on which interest was paid on the Securities for which the New Securities were exchanged or, if no such interest has been paid, from the date from which any interest on the Securities first began to accrue, (ii) such New Securities will not contain restrictions on transfer and (iii) any additional interest provisions applicable to the Securities shall not be contained in the New Securities.

“Prospectus” shall mean the prospectus included in the Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein.

“Registration Rights Agreement” shall have the meaning set forth in the preamble hereto.

“Registration Statement” shall mean a registration statement of the Issuer and the Company on an appropriate form under the Securities Act with respect to the Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Supplemental Indenture is executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” or “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

SECTION 2.  Conflict with TIA. (a) The Indenture and this Supplemental Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and govern indentures qualified under the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the TIA to be a part of and govern this Indenture or this Supplemental Indenture, the provision of the TIA shall control. If any provision of the Indenture or this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of such Act shall be deemed to apply to this Indenture and this Supplemental Indenture as so modified or to be excluded, as the case may be.

SECTION 3.  Issuance of New Securities.  (a) The Issuer shall, pursuant to the Registration Rights Agreement, issue New Securities under this Supplemental Indenture, issuable in substantially the form of Exhibit A hereto, having identical terms in all respects as the Securities except that (i) interest on the New Securities shall accrue from the last date on which interest was paid on the Securities for which the New Securities were exchanged or, if no such interest has been paid, from the date from which any interest on the Securities first began to

2

accrue, (ii) the New Securities shall not contain restrictions on transfer and (iii) any additional interest provisions applicable to the Securities shall not be contained in the New Securities; provided that the Securities and any New Securities issued under this Supplemental Indenture will be treated as a single series for all purposes under the Indenture and this Supplemental Indenture and shall vote together as one class on all matters with respect to the Securities and the New Securities.

(b) The New Securities shall not constitute Transfer Restricted Securities and shall not bear the Restricted Securities Legend.. The Exchange Offer shall enable each Holder electing to exchange Securities for New Securities, provided that such Holder (i) is not an Affiliate of the Issuer, (ii) acquires the New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to participate in the distribution of the New Securities and (iv) is not prohibited by any law or policy of the SEC from participating in the Exchange Offer, to trade such New Securities from and after their receipt without any limitations or restrictions under the Securities Act.

SECTION 4.  Exchange of Securities. As soon as practicable after the close of the Exchange Offer, the Issuer shall, and the Company shall cause the Issuer to: (i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Exchange Offer; (ii) deliver to the Trustee for cancelation Securities so accepted for exchange; and (iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

SECTION 5.  Transfer or Exchange from Restricted Global Security to Unrestricted Global Security.  (a) If Securities of the same series and like tenor are issued in the form of a Regulation S Global Security and a Restricted Global Security, and if a holder of a beneficial interest in the Restricted Global Security deposited with the Depositary wishes at any time to exchange its interest in such Restricted Global Security for an interest in the Unrestricted Global Security of the same series and like tenor, or to transfer its interest in such Restricted Global Security to a person who wishes to take delivery thereof in the form of an interest in the Unrestricted Global Security of the same series and like tenor, such holder may, subject to the applicable procedures, exchange or cause the exchange, or transfer or cause the transfer, of such interest for an equivalent beneficial interest in such Unrestricted Global Security in accordance with this Section 5.

(b) Upon receipt by the Trustee, as Registrar, at its office in The City of New York of (A) any instructions or documents required under Section 2.06 of the Base Indenture; (B) a certificate, in form and substance satisfactory to the Issuer, given by such holder, stating that the exchange or transfer of beneficial interest has been made in compliance with the transfer restrictions applicable to the Securities and (B)(i) the applicable restricted period by Rule 144 under the Securities Act has prescribed, and such Holder is not an Affiliate of the Issuer or (B)(ii) such Holder is not a “U.S. Person,” as such term is defined in Rule 902 under the Securities Act, and purchased the Securities in an “offshore transaction” pursuant to Rule 903 or 904 of Regulation S, the Trustee shall instruct the Depositary to reduce or reflect on its records a reduction of such Restricted Global Security by the aggregate principal amount of the beneficial interest in such Restricted Global Security to be so exchanged or transferred and the Trustee shall instruct the Depositary, concurrently with such reduction, to increase or reflect on its records an increase in the principal amount of such Unrestricted Global Security by the aggregate principal amount of the beneficial interest in such Restricted Global Security to be so exchanged or transferred, and to credit or cause to be credited to the account of the person

3

specified in such instructions a beneficial interest in such Unrestricted Global Security equal to the reduction in the principal amount of such Restricted Global Security.

SECTION 6.  Notification of Amendment to Stock Exchange. The Issuer or the Company shall not be required to notify any stock exchange of any amendment to the Indenture, regardless of whether Securityholders’ approval is required, unless notification is required by the applicable rules of the stock exchange on which the Securities or New Securities of the Issuer are listed.

SECTION 7. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED UNDER THE LAWS OF SUCH STATE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 8. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

SECTION 9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

4

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

Suzano Austria GmbH
By:
	Name:
	Title:
By:
	Name:
	Title:
Suzano S.A.
By:
	Name:
	Title:
By:
	Name:
	Title:

5

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
	Name:
	Title:

6

EXHIBIT A

FORM OF REGISTERED NOTE

[FORM OF FACE OF NEW SECURITY] [Global Securities Legend]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No.           U.S.$                    up to U.S.$1,000,000,000

5.000% Senior Notes due January 15, 2030

CUSIP No. 86964WAH5

ISIN No. US86964WAH51

Suzano Austria GmbH, a limited liability company incorporated under the laws of the Republic of Austria, promises to pay to            , or its registered assigns, the principal sum [of            dollars][listed on the Schedule of Increases or Decreases in the Global Note attached hereto]* on January 15, 2030.

Interest Payment Dates: January 15 and July 15, commencing on January 15, 2020

Record Dates: January 13 and July 13

Additional provisions of this Security are set forth on the other side of this Security.

*              If the Security is to be issued in global form, add the Schedule of Increases or Decreases in Global Security.

8

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

SUZANO AUSTRIA GMBH

By:

Name:

Title:

By:

Name:

Title:

Dated:        , 2019

9

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas

as Trustee, certifies that this is one of the Securities referred to in the Indenture.
By:
	Authorized Signatory

Dated:          , 2019

10

[FORM OF REVERSE SIDE OF NEW SECURITY]

5.000% Senior Note due January 15, 2030

1.             Interest.

Suzano Austria GmbH, a limited liability company incorporated under the laws of the Republic of Austria (such company, and its successors and assigns under the Indenture hereinafter referred to as the “Issuer”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.

The Issuer will pay interest semi-annually on January 15 and July 15 of each year, commencing on January 15, 2020 to the Paying Agent, which shall in turn distribute the interest in accordance with the Indenture. The Securities shall bear interest at the rate per annum of 5.000% from July 15, 2019. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal, and pay interest on overdue interest, at the lesser of (i) 2.0% per annum higher than the per annum rate set forth in this Security and (ii) the maximum rate permitted by applicable law.

2.             Method of Payment.

The Issuer will pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on January 13 or July 13 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay principal, premium, interest and Additional Amounts, if any, in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, interest and Additional Amounts, if any) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Issuer will make all payments in respect of a certificated Security (including principal, premium, interest and Additional Amounts, if any) at the office or agency of the Paying Agent or the Trustee, unless the Issuer elects to make such payments by mailing a check to the registered address of, or by wire transfer to, each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States for Holders of more than U.S.$10,000,000 of Securities, if such Holder elects payment by wire transfer by giving written notice to the Trustee or the applicable Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

The final payment on any Security in definitive, fully registered form shall be made only upon presentation and surrender of such Security at the office of the Paying Agent on the payment date.

If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

11

3.             Registrar and Paying Agent.

Initially, Deutsche Bank Trust Company Americas will act as Registrar and Paying Agent. The Issuer may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Issuer, the Company or any Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

4.             Indenture.

The Issuer issued the Securities under an Indenture dated as of May 29, 2019 (the “Indenture”), among the Issuer, Suzano S.A., as the guarantor (the “Company”), and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent and Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture.

The Securities are general obligations of the Issuer. The Issuer shall be entitled to issue Additional Securities pursuant to Section 2.12 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its Subsidiaries to engage in transactions with Affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications.

To the extent of any conflict between the terms of the Securities and the Indenture, the applicable terms of the Indenture shall govern.

5.             Optional Redemption.

(a)           Optional Redemption with a Make-Whole Premium. Prior to October 15, 2028, the Issuer may redeem the Securities, in whole at any time, or in part from time to time, at a redemption price equal to the greater of (1) 100.0% of the principal amount thereof, and (2) the sum of the present values, calculated as of the Redemption Date, of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) as if the Securities were redeemed on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in each case any accrued and unpaid interest and Additional Amounts, if any, on such Securities to the Redemption Date, as calculated by the Independent Investment Banker; provided that Securities in an aggregate principal amount equal to at least U.S.$150 million remain outstanding immediately after the occurrence of any partial redemption of Securities. At any time on or after the Par Call Date, the Issuer will have the right to redeem the Securities, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest on the principal amount of the Securities being redeemed to such Redemption Date.

12

For purposes of the above:

“Par Call Date” means the date falling six months prior to the Maturity Date of the Securities.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Par Call Date.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealers” means BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA LLC or their respective Affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; provided that if any of the foregoing cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third Business Day preceding such Redemption Date.

(b)           Redemption for Taxation Reasons. If as a result of any change in or amendment to the laws or treaties (or any rules or regulations thereunder) of any Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules or regulations (including a holding by a court of competent jurisdiction), which change or amendment or change in official position becomes effective on or after the issue date of the Securities or on or, with respect to a successor, after the date a successor assumes the obligations under the Securities, the Issuer or the Company or the successor have or will become obligated to pay Additional Amounts as described under Section 4.13 of the Indenture in excess of the Additional Amounts that the Issuer or the Company would be obligated to pay if payments were subject to

13

withholding or deduction at a rate of 15.0% (or at a rate of 25.0% in case the holder of the Securities is resident in a tax haven jurisdiction, i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 20.0%, or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) as a result of the taxes, duties, assessments and other governmental charges described above (the “Minimum Withholding Level”), the Issuer may, at its option, redeem all, but not less than all, of the Securities, at a redemption price equal to 100.0% of their principal amount, together with interest and Additional Amounts accrued to the date fixed for redemption, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would, but for such redemption, be obligated to pay the Additional Amounts above the Minimum Withholding Level, were a payment then due. The Issuer shall not have the right to so redeem the Securities in the event it becomes obliged to pay Additional Amounts which are less than the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Issuer shall not have the right to so redeem the Securities unless: (i) it has taken measures it considers reasonable to avoid the obligation to pay Additional Amounts; and (ii) it has complied with all applicable regulations to legally effect such redemption; provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s, the Company’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive or registered office.

In the event that the Issuer elects to so redeem the Securities, it shall deliver to the Trustee: (i) a certificate, signed in the name of the Issuer by two of its directors or by its attorney-in-fact in accordance with its articles of association, stating that the Issuer is entitled to redeem the Securities pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer to so redeem have occurred or been satisfied; and (ii) an Opinion of Counsel (as provided for in the Indenture) to the effect that the Issuer has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level as a result of the change or amendment, and that all governmental approvals necessary for the Issuer to effect the redemption have been obtained and are in full force and effect.

6.             Redemption Procedures.

The Issuer shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 11.01 of the Indenture, not less than 30 nor more than 60 days prior to a date for redemption of Securities by first-class mail, postage prepaid, to each Securityholder at its registered address or otherwise in accordance with the procedures of DTC. If the Issuer itself gives the notice, it shall also deliver a copy at the same time to the Trustee.

If the Issuer elects to have the Trustee give notice of redemption the Issuer shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a shorter period), an Officer’s Certificate requesting that the Trustee select the Securities to be redeemed and/or give notice of redemption and setting forth the information required by Section 3.02(c) of the Indenture. If the Issuer elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Issuer and at the Issuer’s expense. Securities will be selected for partial redemptions in accordance with DTC procedures.

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If the Issuer, or the Trustee on behalf of the Issuer, gives notice of redemption in accordance with Article III of the Indenture, the Securities shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to, but excluding, the Redemption Date), and from and after the Redemption Date (unless the Issuer shall default in the payment of the redemption price and accrued interest) the Securities shall cease to bear interest. Upon surrender of the Securities for redemption in accordance with the notice, the Issuer shall pay the Securities at the redemption price, together with accrued interest, if any, to, but excluding, the Redemption Date. If the Issuer shall fail to pay any Security called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Securities.

7.             Put Provisions.

Upon a Change of Control that results in a Rating Decline, any Holder will have the right to cause the Issuer and the Company to repurchase all or any part (equal to U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) of the Securities of such Holder at a repurchase price equal to 101.0% of the aggregate principal amount of the Securities to be repurchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of repurchase, as provided in, and subject to the terms of, the Indenture.

8.             Company Guarantee.

The payment by the Issuer of the principal of, and premium and interest on, the Securities will be fully and unconditionally guaranteed by the Company, to the extent set forth in the Indenture.

10.          Denominations; Transfer; Exchange.

The Securities shall be issued in registered form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof and shall be issued as one or more Global Securities. A Holder may transfer or exchange Securities in accordance with the Indenture. The Securities may be transferred, combined or divided without payment of any charge other than taxes or other governmental charges. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an Interest Payment Date.

11.          Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of it for all purposes. Payment shall be made to the person in whose name a Security is registered at the close of business on the applicable record date.

12.          Unclaimed Money.

If money for the payment of principal, premium, interest or Additional Amounts, if any, remains unclaimed for two years, the Trustee or the relevant Paying Agent shall pay the money

15

back to the Issuer at its request. After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee or the Paying Agent for payment.

13.          Discharge; Defeasance.

Subject to certain conditions set forth in Article VIII of the Indenture, the Issuer shall be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Issuer deposits with the Trustee cash or U.S. Government Obligations for the payment of principal and interest on the Securities upon redemption or maturity, as the case may be.

14.          Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Securities may be amended without notice to any Holder or with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities.

Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Issuer, the Company and the Trustee shall be entitled to amend or supplement the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency; or to correct a manifest error or to comply with Section 5.01 of the Indenture; or to provide for uncertificated Securities in addition to or in place of certificated Securities; or to provide for any Guarantee with respect to the Securities; or to secure the Securities or to confirm and evidence the release, termination or discharge of any Guarantee or Lien securing the Securities when such release, termination or discharge is permitted by the Indenture or make any change that does not adversely affect the rights of any Securityholder; or to conform the terms of the Indenture with the description thereof set forth in the “Description of the New Securities” section of the Prospectus; or to evidence and provide for the acceptance of appointment of a successor Trustee with respect to the Securities or to provide for or confirm the issuance of Additional Securities.

Subject to certain conditions set forth in the Indenture, the Issuer may, without consent of the Holders, be substituted by (i) the Company or (ii) any Wholly-Owned Subsidiary of the Company.

15.          Defaults and Remedies.

Under the Indenture, Events of Default include (a) default for 30 days in payment of any interest or related Additional Amounts, if any, on the Securities; (b) default in payment of principal of or any related Additional Amounts, if any, or premium, if any, on the Securities, when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise; (c) failure by the Company to comply with Section 5.01; (d) failure by the Issuer or the Company, as the case may be, to comply with other agreements in the Indenture and such non-compliance continues for a period of 60 consecutive days after written notice is given to Issuer and/or the Company by the Trustee or to the Issuer, the Company and the Trustee by the Holders of at least 25.0% in aggregate principal amount of the Securities; (e) certain accelerations of other Debt of the Company; (f) certain events of bankruptcy or insolvency with respect to the Issuer, the Company or any Subsidiary; (g) the Company Guarantee shall fail to be in full force and effect or is declared null and void; and (h)

16

certain condemnation events affecting all or substantially all of the undertaking, assets and revenues of the Issuer, the Company or certain Subsidiaries for a period of 60 consecutive days or longer.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the Securities, by written notice to the Issuer and the Company (and to the Trustee if notice is given by the Holders), may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default.

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

16.          Trustee Dealings with the Issuer and the Company.

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer, the Company or their Affiliates and may otherwise deal with the Issuer, the Company or their Affiliates with the same rights it would have if it were not Trustee.

17.          No Recourse Against Others.

No past, present or future director, officer, employee, partner, incorporator, quotaholder, member or shareholder, as such, of the Issuer, the Company or any Subsidiary of the Company, shall have any liability for any obligations of the Issuer, the Company or any Subsidiary of the Company under the Securities, the Indenture or the Company Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

18.          Authentication.

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

19.          Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

17

20.          CUSIP Numbers and ISINs.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers or ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers or ISINs in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

21.          Governing Law; Consent to Jurisdiction and Service of Process.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Each of the Issuer and the Company has consented to the jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Securities and has validly and effectively appointed Corporation Service Company as agent for service of process.

The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:

Suzano S.A.

Av. Brigadeiro Faria Lima, 1355 — 8th floor

01452-911 São Paulo, SP

Brazil

Attention:              Marcelo Feriozzi Bacci and Julio Cesar Maciel Ramundo

Facsimile:              +55-11-3503-9099

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FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE

For value received, the undersigned hereby unconditionally guarantees to the Securityholder of this Security, the cash payments in U.S. dollars of principal and interest on this Security (and including Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Securities, to the Securityholder of this Security and the Trustee, all in accordance with and subject to the terms and conditions of this Security and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 29, 2019 among Suzano Austria GmbH, as the Issuer, Suzano S.A., as the guarantor (the “Company”) and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent.

The obligations of the undersigned to the Securityholders and to the Trustee are expressly set forth in Article X of the Indenture. This Guarantee constitutes a direct, general and unconditional obligation of the undersigned which will at all times rank at least pari passu with all other present and future senior unsecured obligations of the undersigned, except for such obligations as may be preferred by mandatory provisions of law.

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IN WITNESS WHEREOF, the Company has caused this endorsement with respect to the U.S.$1,000,000 5.000% Senior Notes due 2030 of Suzano Austria GmbH to be duly executed.

Dated: [                  ]

SUZANO S.A.

By:

Name:

Title:

By:

Name:

Title:

20

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him or her.

	Your Signature:
Date:
	(Sign exactly as your name appears on the other side of this Security)

*Signature guaranteed by:

By:

*              The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

21

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is U.S.$[              ]. The following increases or decreases in this Global Security have been made:

Date of Exchange Amount of
decrease in
principal
amount of this
Global Security Amount of
increase in
principal
amount of this
Global Security Principal
amount of this
Global Security
following such
decrease or
increase Signature of
authorized
officer of
Trustee or
Securities
Custodian

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[FORM OF] OPTION OF SECURITYHOLDER TO ELECT PURCHASE

If you elect to have this Security purchased by the Issuer pursuant to Section 4.04 of the Indenture, check the box below:

oSection 4.04

If you elect to have only part of this Security purchased by the Issuer pursuant to Section 4.04 of the Indenture, state the amount (in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) you elect to have purchased:

U.S.$

Dated:	Your Name:
	(Print your name exactly as it appears on the face of this Security)
	Your Signature:
	(Sign exactly as your name appears on the face of this Security)
	Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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EX-5.1

Exhibit 5.1

June 24, 2019

Suzano S.A.

Av. Professor Magalhaes Neto, 1,752

10th Floor, Rooms 1010 and 1011

Salvador, Brazil 41 810-012

Brazil

Suzano Austria GmbH

Fleischmarkt 1

1010, Vienna

Austria

Ladies and Gentlemen:

We have acted as special United States counsel to Suzano S.A., a Brazilian corporation (sociedade de economia mista) (“Suzano”), and Suzano Austria GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria (“Suzano Austria” and, together with Suzano, the “Companies”), in connection with the registration statement on Form F-4 (such registration statement, including the documents incorporated by reference therein, the “Registration Statement”) filed on the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), in connection with the proposed offers by the Companies to exchange up to U.S.$1,750,000,000 aggregate principal amount of Suzano Austria’s newly issued 6.000% Senior Notes due 2029 (the “2029 New Notes”) and U.S.$1,000,000,000 aggregate principal amount of Suzano Austria’s newly issued 5.000% Senior Notes due 2030 (the “2030 New Notes” and, together with the 2029 New Notes, the “New Notes”) to be registered under the Securities Act, for an equal principal amount of Suzano Austria’s issued and outstanding 6.000% Senior Notes due 2029 (the “2029 Old Notes”) and

5.000% Senior Notes due 2030 (the “2030 Old Notes” and, together with the 2029 Old Notes, the “Old Notes”).

The 2029 New Notes are to be issued by Suzano Austria on the settlement date of the exchange offers described in the prospectus constituting a part of the Registration Statement under a second supplemental indenture (the “2029 Second Supplemental Indenture”) to the indenture dated as of September 20, 2018 (the “2029 Base Indenture” and, together with the 2029 Supplemental Indenture, the “2029 Indenture”), as amended and supplemented by the first supplemental indenture dated as of February 5, 2019 (“2029 First Supplemental Indenture”) by and among the Companies and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).  The 2030 New Notes are to be issued under a supplemental indenture (the “2030 Supplemental Indenture” and, together with the 2030 Second Supplemental Indenture, the “Supplemental Indentures”) to the indenture dated as of May 29, 2019 (the “2030 Base Indenture” and, together with the 2030 Supplemental Indenture, the “2030 Indenture”) , among the Companies and the Trustee. The 2029 Indenture and the 2030 Indenture are referred to herein as the “Indentures.”

In arriving at the opinions expressed below, we have reviewed the following documents:

(a)the Registration Statement;

(b)an executed copy of the 2029 Base Indenture;

(c)an executed copy of the 2029 First Supplemental Indenture;

(d)the form of 2029 Second Supplemental Indenture, filed as an exhibit to the Registration Statement;

(e)the form of the 2029 Notes in global form to be executed by Suzano Austria and Suzano and to be authenticated by the Trustee;

(f)a copy of the notations on the form of the 2029 Notes relating to the guarantee to be executed by Suzano (the “2029 Guarantee”);

(g)an executed copy of the 2030 Base Indenture;

(h)the form of 2030 First Supplemental Indenture, filed as an exhibit to the Registration Statement;

(i)the form of the 2030 Notes in global form to be executed by Suzano Austria and Suzano and to be authenticated by the Trustee; and

(j)a copy of the notations on the form of the 2030 Notes relating to the guarantee to be executed by Suzano (the “2030 Guarantee” and, together with the 2030 Guarantee, the “Guarantees”),

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In addition, we have reviewed originals or copies certified or otherwise identified to our satisfaction of such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.  In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the New Notes will conform to the forms thereof that we have reviewed and will be duly authenticated in accordance with the Indentures.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that when the 2029 New Notes, the 2030 New Notes, the 2029 Guarantee and the 2030 Guarantee have been duly executed and delivered by Suzano Austria and Suzano, as applicable, authenticated by the Trustee in accordance with the Indentures and duly issued and delivered by Suzano Austria in exchange for an equal principal amount of 2029 Old Notes and 2030 Old Notes, respectively:

1.The 2029 New Notes will be valid, binding and enforceable obligations of Suzano Austria, entitled to the benefits of the 2029 Indenture;

2.The 2030 New Notes will be valid, binding and enforceable obligations of Suzano Austria, entitled to the benefits of the 2030 Indenture;

3.The 2029 Guarantee will be a valid, binding and enforceable obligation of Suzano; and

4.The 2030 Guarantee will be a valid, binding and enforceable obligation of Suzano.

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Companies, (a) we have assumed that each of Suzano and Suzano Austria and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to Suzano Austria or Suzano regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities in relation to transactions of the type contemplated in the Indentures and the New Notes), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

With respect to Section 11.13 of the Indentures, we express no opinion as to the subject matter jurisdiction of any U.S. federal court to adjudicate any action relating to the Guarantees, the Indentures or the New Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist.

3

We note that the waiver of defenses relating to the Guarantees contained in Section 10.04 of the Indentures may be ineffective to the extent that any such defense involves a matter of public policy in the State of New York.

We express no opinion as to the enforceability of Section 11.13 of the Indentures, relating to currency indemnity.

We note that the designation in Section 11.13 of the Indentures of any U.S. federal court sitting in the Borough of Manhattan, the City of New York, State of New York, as the venue for actions or proceedings relating to the Indentures, are (notwithstanding the waiver in Section 11.13 of the Indentures) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such actions or proceedings.

The foregoing opinions are limited to the federal law of the United States of America and the law of the state of New York.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the prospectus constituting a part of the Registration Statement under the heading “Validity of Securities”.  In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.  The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:	/s/ Nicolas Grabar
	Nicolas Grabar, a Partner

4

EX-5.2

Exhibit 5.2

June 24, 2019

Suzano S.A.

Avenida Brigadeiro Faria Lima, 1355

8º andar, São Paulo – SP

01452-919

Suzano Austria GmbH

Fleischmarkt 1

1010 Vienna

Austria

Ladies and Gentlemen:

I am qualified to practice law in the Federative Republic of Brazil (“Brazil”) and am the General Counsel of Suzano S.A. (“Suzano”), a corporation (sociedade por ações) incorporated under the laws of the Brazil. This opinion is being furnished to you in connection with the preparation and filing by Suzano and Suzano Austria GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria (“Suzano Austria”), of registration statements on Form F-4 (the “Registration Statements”) under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”) with respect to (i) U.S.$1,750,000,000 principal amount of Suzano Austria’s 6.000% Global Notes due 2029 (the “2029 Notes”) and (ii) U.S.$1,000,000,000 principal amount of Suzano Austria’s 5.000% Global Notes due 2030 (the “2030 Notes” and, together with the 2029 Notes, the “Notes”), to be guaranteed by Suzano, pursuant, respectively, to (i) a second supplemental indenture (“2029 Second Supplemental Indenture”) to the indenture dated as of September 20, 2018 (the “2029 Indenture”) by and among Suzano Austria, Suzano and Deutsche Bank Trust Company Americas, as trustee, registrar, paying agent and transfer agent (the “Trustee”) and (ii) a supplemental indenture (“2030 First Supplemental Indenture” and, together with the 2029 Second Supplemental Indenture, the “Supplemental Indentures”) to the indenture dated as of May 29, 2019 (the “2030 Indenture”) by and among Suzano Austria, Suzano and the Trustee. The Notes are to be issued by Suzano Austria on the settlement date of the exchange offers described in the prospectus constituting a part of the Registration Statements (the “Exchange Offers”) under the 2029 Second Supplemental Indenture and the 2030 First Supplemental Indenture.

For the purpose of rendering this opinion, I have examined the execution copies or copies certified to my satisfaction of the following documents:

(i)the 2029 Second Supplemental Indenture;

(ii)the 2030 First Supplemental Indenture;

(iii)the form of the 2029 Notes in global form to be executed by Suzano Austria and Suzano, and to be authenticated by the Trustee;

(iv)a copy of the notations on the form of the 2029 Notes relating to the guarantee to be executed by Suzano (the “2029 Guarantee”);

(v)the form of the 2030 Notes in global form to be executed by Suzano Austria and Suzano, and to be authenticated by the Trustee;

(vi)a copy of the notations on the form of the 2030 Notes relating to the guarantee to be executed by Suzano (the “2030 Guarantee” and, together with the 2030 Guarantee, the “Guarantees”);

(vii)Suzano’s bylaws (estatuto social);

(viii)the minutes of the board of directors meeting of Suzano held on September 17, 2018 and May 9, 2019, authorizing the signing of the Supplemental Indentures and the Guarantees; and

(ix)such other documents, records and matters of law as I have deemed necessary.

In rendering the foregoing opinions, I have assumed the authenticity of all documents represented to me to be originals, the conformity to original documents of all copies of documents submitted to me, the accuracy and completeness of all corporate records made available to me and the genuineness of all signatures that purport to have been made in a corporate, governmental, fiduciary or other capacity, and that the persons who affixed such signatures had authority to do so.

Based on the foregoing and subject to the qualifications and limitations hereinafter specified, I am of the opinion that:

(i)Suzano has been duly organized and is validly existing under the laws of Brazil, duly qualified to do business in Brazil, and has all power and authority necessary to own and hold its properties and to conduct the businesses in which it is engaged and to perform its obligations under the Supplemental Indentures and the Guarantees.

(ii)Suzano has all power and authority to enter into and perform its obligations under the Guarantees.

(iii)The execution, delivery and performance of the Guarantees have been duly authorized by the board of executive officers of Suzano and, when the Notes have been duly executed by Suzano Austria and authenticated by the Trustee in accordance with the Supplemental Indentures, and duly issued and delivered by

Suzano Austria in exchange for the securities subject to the Exchange Offers, the Guarantees will be valid, binding and enforceable obligations of Suzano.

I express no opinion as to any matter which may be, or which purports to be, governed by the laws of any jurisdiction other than the laws of Brazil. 

This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. 

I hereby consent to the use of my name in the prospectus constituting a part of the Registration Statements, and in any amendments and prospectus supplements related thereto, under the heading “Validity of Securities” as counsel who has passed on specific opinions based on Brazilian law and relating to the Notes, the Supplemental Indentures and the Guarantees, and to the use of this opinion as an exhibit to the Registration Statements.  In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC thereunder.

[Signature Page Follows]

Very truly yours,

/s/ Pablo Machado

Pablo Machado

General Counsel of Suzano S.A.

[Signature Page to Suzano Exhibit 5 Legal Opinion]

EX-5.3

Exhibit 5.3

Suzano S.A.
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
Brazil

Suzano Austria GmbH

Fleischmarkt 1

1010 Vienna

Austria

Vienna, 24 June 2019

Suzano Austria GmbH

US$ 1,000,000,000 5.000 % Senior Notes Due 2030 and

US$ 1,750,000,000 6.000% Senior Notes Due 2029

guaranteed by Suzano S.A. (formerly Suzano Papel e Celulose S.A.)

Ladies and Gentlemen,

We are acting as Austrian legal advisors for Suzano Austria GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of the Republic of Austria (“Austria”), registered in the companies’ register (Firmenbuch) under registration number FN 62444 f (the “Company”), in connection with the exchange offers for (i) US$1,000,000,000 5.000% Senior Notes due 2030 (the “2030 Old Notes”) issued by the Company and to be exchanged into new US$1,000,000,000 5.000% Senior Notes due 2030 (the “2030 New Notes”) and (ii) US$1,750,000,000 6.000% Senior Notes due 2029 (the “2029 Old Notes” and, together with the 2030 Old Notes, the “Old Notes”)) issued by the Company and to be exchanged into new US$1,750,000,000 6.000% Senior Notes due 2029 (the “2029 New Notes” and, together with the 2030 New Notes, the “New Notes”), all as guaranteed by Suzano S.A. (formerly Suzano Papel e Celulose S.A.) (the “Guarantor”) (the “Exchange Offers”).

We deliver this opinion to you in connection with the preparation and filing by the Company and the Guarantor of registration statement on Form F-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”) with respect the Exchange Offers.

For the purposes of this opinion, we have examined the following documents:

·an electronic extract from the main book (Hauptbuch) of the companies’ register relating to the Company, dated 24 June 2019;

·the articles of association (Gesellschaftsvertrag) of the Company as of 8 March 2018 (the “Articles of Association”);

·an executed copy of the resolution of the Company’s management board passed on 24 June 2019 (the “Resolution”);

·a copy of the execution version of the Registration Statement;

·form of the global notes representing the New Notes, including the notations relating to the respective guarantees by the Guarantor (the “Guarantees”), to be executed by the Company, the Guarantor and authenticated by the Trustee (the “New Global Notes”);

·a copy of the execution version of the supplemental indenture pursuant to which the 2030 New Notes are issued (the “2030 First Supplemental Indenture”) to the indenture dated as of May 29, 2019 (the “2030 Indenture”) by and among the Company, the Guarantor, and Deutsche Bank Trust Company Americas, as trustee;

·a copy of the execution version of a second supplemental indenture pursuant to which the 2029 New Notes are issued (the “2029 Second Supplemental Indenture” and, together with the 2030 First Supplemental Indenture, the “Supplemental Indentures”) to the indenture dated as of September 20, 2018 (the “2030 Indenture”) by and among the Company, the Guarantor, and Deutsche Bank Trust Company Americas, as trustee; and

·such further documents as we have considered necessary or appropriate for the preparation of this opinion.

The Registration Statement, the Supplemental Indentures, the New Global Notes and the Guarantees are collectively referred to in this opinion as the “Transaction Documents”. The Articles of Association and the Resolution are collectively referred to as the “Corporate Documents” (and together with the Transaction Documents, the “Documents”).

For the purposes of this opinion, we have assumed, without any investigation:

i.the genuineness of each signature or seal on and the completeness and authenticity of each document submitted to us as an original or a copy;

ii.the conformity to the original of each document submitted to us as a copy, including electronic files and facsimiles;

iii.that a document examined by us in draft or specimen form has been or will be executed in the form of such draft or specimen;

iv.the accuracy, completeness and authenticity of each public authority document and the accuracy and completeness of all official public records (including their proper indexing and filing);

v.that nothing in this opinion is affected by any document other than the Documents;

2

vi.that none of the Documents have been revoked, rescinded, repealed, terminated, amended, or supplemented (in each case whether as a whole or in part), except as mentioned in this opinion;

vii.that none of the powers of attorney or sub-powers of attorney used for such purpose has been revoked prior to the execution of any Document;

viii.that the Transaction Documents contain the entirety of the transactions entered into between the parties thereto and contemplated thereby insofar as they relate to the Company and that no other arrangements between any of the parties to the Transaction Documents in respect of the transaction contemplated thereby or other declaration or act which modifies or supersedes any of the terms of a Transaction Document exist;

ix.that all individuals who will actually sign or have signed the Documents (i) have sufficient legal competency and capacity to act (i.e., are of legal age and without incapacity) and (ii) were in fact the persons whose names appear on the signature pages of the relevant Documents;

x.that all statements of fact made in the Documents are correct;

xi.that each of the representations and warranties given by any of the parties to the Transaction Documents (other than representations and warranties as to matters of Austrian law on which we express an opinion herein) is and will be, when made or repeated or when deemed made or repeated, true, accurate and complete and that none of the parties to the Transaction Documents has knowledge that these representations and warranties are inaccurate or impossible to fulfil;

xii.that the Documents have been duly authorized and executed by each of the parties thereto other than the Company;

xiii.that there are no agreements or understandings among the parties, written or oral, and no usage of trade or course of prior dealing among the parties that would (except for the fees and expense letter), in either case, define, supplement or qualify the terms of the Documents;

(a)that the Documents have been entered into bona fide and at arm’s length by all parties thereto and that the decision of any party to enter into such agreements has not been influenced by any relevant error or other deficiency of state of mind,

(b)are in the best interests of each party thereto and its shareholder, employees and creditors, and are not a fraud on any of them, and

(c)constitute a proper purpose for the exercise of the powers of each party thereto;

xiv.that any right or remedy arising from the Documents is not exercised in an unconscionable manner (sittenwidrig) or in bad faith (treuwidrig or rechtsmissbräuchlich);

xv.that the terms and provisions of each of the Documents and the execution, delivery, performance and enforcement of any Document by or against any party thereto or any other persons affected thereby (including, without limitation, the obtaining of all necessary consents, licenses, approvals and authorisations, the making of all necessary filings, lodgements, registrations and notifications and the payment of any stamp duties and other documentary taxes) duly comply with all relevant laws (other than those of Austria) as may apply thereto;

xvi.that there is no law of any jurisdiction outside Austria which renders the execution, delivery or

3

performance of the Documents illegal or ineffective and that, insofar as any obligation under the Documents is performed in, or is otherwise subject to, any jurisdiction other than Austria, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction;

xvii.that each of the Notes has or will be offered, issued and purchased in accordance with their terms and conditions and upon their issuance, will be paid in full;

xviii.that the Notes are issued in the form of securities represented by the Global Notes transferable by way of records maintained in book-entry form or physical delivery and not by way of an assignment;

xix.that the holders of the Notes and the parties to the Transaction Documents (other than the Issuer) are not resident for tax purposes in Austria;

xx.that the holders of the Notes and the parties to the Transaction Documents (other than the Issuer) have, and will have, neither a branch, nor an office nor any other fixed place of business in Austria through which they wholly or partly conduct their business and to which the Notes or any payments under the Notes or any payments under, or pursuant to, the Transaction Documents are attributable; the holders of the Notes and the parties to the Transaction Documents (other than the Issuer) have not appointed and will not appoint a permanent agent in Austria in form of either a dependent agent or an independent agent;

xxi.that interest payments under the Notes are made neither by the Issuer directly nor by an Austrian credit institution, Austrian branch of a non-Austrian credit institution or Austrian branch of a securities services firm established in the European Union nor by a third party making payments in addition or instead of the interest payments, each acting as paying agent, but by a non-Austrian paying agent (which does not merely act as an intermediary for bank transfer purposes in the course of the payment of the interest under the Notes) from a place outside of Austria;

xxii.that payments of realized capital gains in relation to the Notes are made neither (i) by an Austrian credit institution or Austrian branch of a non-Austrian credit institution or Austrian branch of a securities services firm established in the European Union, each acting as Austrian depository, nor (ii) in the absence of an Austrian depository, by an Austrian credit institution or Austrian branch of a non-Austrian credit institution or Austrian branch of a securities services firm established in the European Union, each acting as Austrian paying agent in a scenario where the non-Austrian depository is a non-Austrian branch or group company of such Austrian paying agent and processes the payment in cooperation with the Austrian paying agent;

xxiii.that under none of the Transaction Documents all contractual parties (other than the Issuer) have an Austrian residence, place of habitual abode, place of management, seat or permanent establishment;

xxiv.that any Transaction Document is executed (signed) and all originals and certified copies thereof are and will be kept outside of Austria;

xxv.that any written documentation in connection with the Transaction Documents or other documentation which confirms or contains references to the Transaction Documents is not and will not be documented in writing in Austria and that no original or certified copy of such written documentation is or will be sent, or otherwise brought, to or from Austria;

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xxvi.that the change of the company name from Suzano Papel e Celulose S.A. to Suzano S.A. is effective and valid; and

xxvii.that the reelection or election, as applicable, of the members of the Board of Executive Officers of Suzano S.A. (formerly Suzano Papel e Celulose S.A.) according to the Minutes of the Board of Directors Meeting dated 10 January 2019 as sent to us by email of Cleary Gottlieb Steen & Hamilton Consultores em Direito Estrangeiro on 19 May 2019, 17:22 Central European Summer Time, is effective and valid.

On the basis of such assumptions, we are of the opinion that under Austrian law currently in effect:

1.The Company is a corporation duly incorporated and validly existing under Austrian law and has full power and authority to own its properties and to conduct its operations.

2.The Company, as of the date of this opinion, has full power and authority to undertake the issue of the New Notes and the Guarantees.

3.The execution and delivery of the Transaction Documents and the performance by the Company of the obligations assumed under the terms thereof, have been duly authorized by all necessary action of the Company.

4.The issuance of the New Notes has been duly authorised by the Company.

5.On the assumption that the New Global Notes and the New Notes are of a binding nature under the laws of law of the State of New York, to which the New Global Notes and the New Notes are expressed to be subject, the Supplemental Indentures, the New Global Notes and the New Notes in definitive form (when issued in accordance with the form provided in the relevant Indenture), including the Guarantees, will constitute legal, valid and binding obligations of the Company.

This opinion is subject to the following limitations and qualifications:

a.For the purposes of this opinion we have relied upon companies’ register extracts. Entries in the companies’ register are made by qualified court clerks upon review of the relevant documents. As long as a fact to be entered in the companies’ register has not been registered and made public, it cannot be invoked against a third party by the person in respect of whose affairs it ought to have been entered, unless the first had knowledge of such fact. If the fact has been entered and made public, it can be held against a third party. This does not apply to legal acts undertaken within 15 days after publication, if the third party proves that he neither knew nor should have known of the fact entered in the companies’ register. If someone causes an inaccurate entry being made in the companies’ register or if he has recognized or could have recognized that an entry in the companies’ register is inaccurate (even if he did not cause the inaccurate entry) and does not have it deleted, the inaccurate entry may be held against him by a third party in business dealings, unless he proves that the third party did not act in reliance on such entry or that the third party knew or gross negligently failed to know of the incorrectness of the entry.

However, the companies’ register extracts are, in particular, not capable of revealing

5

conclusively whether or not:

(a)a winding up order has been made or a resolution passed for the winding up of the Company; or

(b)a receiver or liquidator has been appointed; or

(c)amendments to the Articles of Association have been made;

as notice of these matters may not be filed with the commercial court immediately and, when filed, may not be entered in the companies’ register database immediately. Further, entries made by a court clerk are usually not searchable in the companies’ register database until the day following the entry.

We have not searched the collection of documents (Urkundensammlung) containing physical and electronic documents which were filed for entries (or deletions of entries) in the main book of the companies’ register regarding the Company or in compliance with certain other legal requirements. Therefore, we have relied on the extract of the main book of the companies’ register but have not verified those findings by examining whether there are any discrepancies or other deficiencies apparent from the documents contained in the collection of documents.

b.The validity, binding effect and enforceability of the Transaction Documents and the obligations to be created thereunder may be limited or otherwise be affected by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, avoidance or similar laws of general application relating to or affecting the enforcement of creditors’ rights and remedies (including, without limitation, creditors’ termination and set-off rights). Under Austrian insolvency law, depending on the type of insolvency proceedings that are initiated, the insolvency receiver may become entitled to manage the respective company or its insolvent estate exclusively. In this capacity such insolvency receiver has a statutory right to terminate certain types of contracts. Orders made by the debtor become void with the opening of insolvency proceedings. An insolvency receiver is not bound by offers made by the debtor which have not been accepted before the opening of the insolvency proceedings. Unless specifically agreed, a contractual exclusion of set-off does not apply when the other party has become insolvent. Any power of attorney issued by a company will cease to be valid upon the institution of insolvency proceedings against such company.

c.The choice of the law of the State of New York to govern the New Global Notes is subject to (i) certain mandatory rules of Austrian conflicts law and (ii) the provisions of Regulation (EC) No. 593/2008 of 17 June 2008 (“ROME I Regulation”), e.g., Article 9 of the ROME I Regulation which provides that effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of the contract have to be or have been performed, in so far as those overriding mandatory provisions render the performance of the contract unlawful; furthermore an Austrian court may give effect to mandatory rules of the laws of another foreign jurisdiction to which the case is closely connected, in particular foreign exchange control regulations, if and to the extent such rules must be applied regardless of the chosen law.

d.The choice of the law of the State of New York to govern any non-contractual obligations arising out of or in connection with the New Global Notes will not prejudice the application of provisions of the law of another country where all the elements relevant to the situation at the

6

time when the event giving rise to the damage occurs are located in a country other than Austria, where that other country has provisions of law which cannot be derogated from by agreement; we believe that the choice of the law of the State of New York to govern non-contractual obligations may not restrict the application of Austrian laws in a situation where the application of those laws are mandatory irrespective of the law otherwise applicable to the non-contractual obligation.

e.Despite the choice of foreign law by the parties, Austrian courts may apply Austrian law if they cannot ascertain the content of the foreign law within a reasonable time. What “reasonable time” means depends on the urgency of the matter (e.g., in case of a preliminary injunction it will be relatively short).

f.The opinion as to giving effect to the choice of forum clause in the New Global Notes is subject to the interpretation of the Austrian court as to the terms of such choice of forum clause. If the court decides that the choice of forum clause is non-exclusive, the court may come to the conclusion that it has jurisdiction if and to the extent it would have jurisdiction under the general Austrian procedural rules. Even if the court decides that the choice of forum clause is exclusive and such court is not the chosen forum, there is a risk that the court would come to the conclusion that it has jurisdiction unless the defendant to such proceedings objects to the court’s jurisdiction upon such defendant’s first opportunity to bring forward arguments in the subject matter of the proceedings.

g.The validity, binding effect and enforceability of the Documents and the obligations to be created thereunder may be limited or otherwise be affected by the general defences available to the Company under Austrian law (to the extent it applies) with respect to the validity and enforceability of contractual obligations such as the Austrian law equivalents of initial legal or factual impossibility of performance (ursprüngliche rechtliche oder faktische Unmöglichkeit der Vertragserfüllung), frustration of purpose (Wegfall der Geschäftsgrundlage), good cause (wichtiger Grund), set-off, estoppel and statute of limitations and (iii) the exception of abuse of law or similar concepts.

This opinion is limited to Austrian law, as applied by the Austrian courts at the date hereof and is given on a basis that any issues arising hereunder (including, without limitation, issues of interpretation) will be governed by and construed in accordance with Austrian law. Place of performance is Austria. Our opinions expressed herein are given on the basis that they represent a fair view of the legal position (vertretbare Rechtsansicht) under Austrian law but do not purport to reflect all views taken by courts and academic literature in the past with respect to a particular legal issue.

We assume no obligation to update the opinions expressed herein if laws, their interpretation, facts or circumstances change after the date hereof. We have not investigated and do not express or imply an opinion with respect to the laws of any jurisdiction other than Austria. In particular, this opinion does not address matters arising out of a potential or future listing of the New Notes.

We have neither examined any documents other than those expressly stated in this opinion, nor have we received or considered any further information with respect to the circumstances in this case.

We did not advise or participate in any way during the negotiation and conclusion of any of the Documents and thus have no knowledge about the course of the negotiations or the aim or intentions

7

of the parties involved. Thus, we have based our legal opinion on the mere wording of the Documents.

Other than the review of the documents noted previously, we have not conducted any due diligence investigation of factual or legal matters for the purposes of this opinion, and our opinion does not purport to express or imply any opinion with regard to such matters, including the adequacy of any of the economic terms of the transactions contemplated in the Transaction Documents.

Nothing herein should be taken as expressing an opinion with respect to the representations and warranties or other factual statements, contained in the Transaction Documents.

This opinion is limited to the matters stated herein and is not to be read as extending by implication to any other matters not specifically referred to herein. It is given solely for the benefit of the Initial Purchasers. This opinion is not addressed to the holders of any Old Notes or any New Notes and may not be passed on to, or relied upon by, any holder or, save as stated below, any other person for any purpose. You may not give copies of it to others without our prior written permission, except that it may be included in any compilation of closing documents, to be handed out to the Company, the Guarantor, or the Trustee, pertaining to the exchange offer covered by the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the prospectus constituting a part of the Registration Statement under the heading “Validity of Securities”.  In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

Yours faithfully,

/s/ Weber Rechtsanwälte GmbH & Co KG

Weber Rechtsanwälte GmbH & Co KG

8

EX-21.1

Exhibit 21.1

List of Subsidiaries of Suzano S.A.

Subsidiaries	Country of Incorporation
Asapir Produção Florestal e Comércio Ltda.	Brazil
Bahia Produtos de Madeira S.A.	Brazil
Celluforce Inc.	Canada
Ensyn Corporation	United States
F&E Participações do Brasil Ltda.	Brazil
F&E Technologies, LLC	United States
F&E Tecnologia do Brasil S.A.	Brazil
Fibria Celulose (U.S.A.), Inc.	United States
Fibria Innovations Inc.	Canada
Fibria International Trade GmbH	Austria
Fibria International Trade GmbH — Branch FIT	Hong Kong
Fibria Overseas Finance Ltd	Cayman Islands
Fibria Overseas Holding Ltd	Hungary
Fibria Terminais Portuários S.A.	Brazil
Fibria Terminal de Celulose de Santos SPE S.A.	Brazil
Fibria Trading International	Hungary
Portocel — Terminal Especializado de Barra do Riacho S.A.	Brazil
Projetos Especiais e Investimentos Ltda.	Brazil
Spinnova Oy	Finland
Veracel Celulose S.A.	Brazil
WOP — Wood Participações Ltda.	Brazil
AGFA — Comércio, Adminstração e Participações Ltda.	Brazil
Comercial e Agricola Paineiras Ltda.	Brazil
FACEPA Fábrica de Papel da Amazônia S.A.	Brazil
Futuragene Brasil Tecnologia Ltda.	Brazil
Ibema Companhia Brasileira de Papel	Brazil
Itacel - Terminal de Celulose de Itaqui S.A.	Brazil
Maxcel Empreendimentos e Participações S.A.	Brazil
Mucuri Energética S.A.	Brazil
Ondurman Empreendimentos Imobiliarios Ltda.	Brazil
Paineiras Logística e Transportes Ltda	Brazil
STENFAR S.A. Ind. Com. Imp. y Exp.	Argentina
Suzano Austria GmbH	Austria
Suzano Luxemburg	Luxembourg
Suzano Pulp and Paper America, Inc.	United States
Suzano Pulp and Paper Europe S.A.	Switzerland
Suzano Trading Ltd.	Cayman Islands
Futuragene Ltd	United Kingdom
Futuragene Hong Kong Ltd.	Hong Kong
Futuragene Inc.	United States
Futuragene Delawere Inc.	United States
Futuragene Biotechnology (Shangai) Company Ltd.	China
Gansu Futuragene Biotech Co. Ltd.	China
Futuragene AgriDev (Xinjiang) Company Ltd.	China
Futuragene Israel Ltd.	Israel

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Suzano S.A.

We consent to the use of our report dated May 16, 2018, with respect to the consolidated statements of income/(loss), comprehensive income/(loss), changes in equity and cash flows for the year ended December 31, 2016, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG Auditores Independentes

KPMG Auditores Independentes

São Paulo, Brazil

June 24, 2019

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-4 of Suzano S.A. (“Suzano”) and Suzano Austria GmbH (“Registration Statement”) of our report dated April 30, 2019 relating to the consolidated financial statements of Suzano, which appears in Suzano’s Annual Report on Form 20-F for the year ended December 31, 2018. We also consent to the references to us under the heading “Experts” in such Registration Statement.

We also consent to the incorporation by reference in this Registration Statement of our report dated February 21, 2019 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Fibria Celulose S.A., included in Fibria Celulose S.A.’s submission on Form 6-K furnished to the SEC on February 22, 2019.  We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers Auditores Independentes

PricewaterhouseCoopers Auditores Independentes

São Paulo, Brazil

June 24, 2019

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or	(I.R.S. Employer
organization if not a U.S. national bank)	Identification no.)
60 WALL STREET
NEW YORK, NEW YORK	10005
(Address of principal	(Zip Code)
executive offices)

Deutsche Bank Trust Company Americas

Attention: Catherine Wang

Legal Department

60 Wall Street, 36th Floor

New York, New York 10005

(212) 250 — 7544

(Name, address and telephone number of agent for service)

Suzano Austria GmbH

(Exact name of obligor as specified in its charter)

The Republic of Austria	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Fleischmarkt 1

1010 Vienna

Austria

+43 1 205 776 0095

(Address of principal executive offices)

6.000% SENIOR NOTES DUE 2029

5.000% SENIOR NOTES DUE 2030

Suzano S.A.

(Exact name of obligor as specified in its charter)

The Federative Republic of Brazil	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Av. Professor Magalhaes Neto, 1,752

10th Floor, Rooms 1010 and 1011

Salvador, Brazil 41 810-012

Telephone: +55 11 3503-9000

(Address of principal executive offices)

GUARANTEE OF 6.000% SENIOR NOTES DUE 2029

GUARANTEE OF 5.000% SENIOR NOTES DUE 2030

(Title of the Indenture securities)

Item 1.General Information.

Furnish the following information as to the trustee.

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Item 3. -15.	Not Applicable.
Item 16.	List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 -	Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 4 -	Existing By-Laws of Deutsche Bank Trust Company Americas, dated August 30, 2018, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-224828.

Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 7 -	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 24th day of June, 2019.

DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/Luke Russel
		Name: Luke Russel
		Title: Assistant Vice President

Exhibit 7

Consolidated Report of Condition for Insured Banks and Savings Associations for March 31, 2019

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

			Dollar Amounts in Thousands		RCON	Amount
Assets
1.	Cash and balances due from depository institutions (from Schedule RC-A):
	a.	Noninterest-bearing balances and currency and coin (1)			0081	33,000	1.a.
	b.	Interest-bearing balances (2)			0071	16,966,000	1.b.
2.	Securities:
	a.	Held-to-maturity securities (from Schedule RC-B, column A) (3)			JJ34	0	2.a.
	b.	Available-for-sale securities (from Schedule RC-B, column D)			1773	0	2.b.
	c.	Equity securities with readily determinable fair values not held for trading (4)			JA22	5,000	2.c.
3.	Federal funds sold and securities purchased under agreements to resell:
	a.	Federal funds sold			B987	0	3.a.
	b.	Securities purchased under agreements to resell (5, 6)			B989	13,287,000	3.b.
4.	Loans and lease financing receivables (from Schedule RC-C):
	a.	Loans and leases held for sale			5369	0	4.a.
	b.	Loans and leases held for investment	B528	10,109,000			4.b.
	c.	LESS: Allowance for loan and lease losses	3123	9,000			4.c.
	d.	Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7)			B529	10,100,000	4.d.
5.	Trading assets (from Schedule RC-D)				3545	0	5.
6.	Premises and fixed assets (including capitalized leases)				2145	28,000	6.
7.	Other real estate owned (from Schedule RC-M)				2150	1,000	7.
8.	Investments in unconsolidated subsidiaries and associated companies				2130	0	8.
9.	Direct and indirect investments in real estate ventures				3656	0	9.
10.	Intangible assets (from Schedule RC-M)				2143	19,000	10.
11.	Other assets (from Schedule RC-F) (6)				2160	1,299,000	11.
12.	Total assets (sum of items 1 through 11)				2170	41,738,000	12.
Liabilities
13.	Deposits:
	a.	In domestic offices (sum of totals of columns A and C from Schedule RC-E)			2200	28,602,000	13.a.
		(1) Noninterest-bearing (8)	6631	20,889,000			13.a.(1)
		(2) Interest-bearing	6636	7,713,000			13.a.(2)
	b.	Not applicable
14.	Federal funds purchased and securities sold under agreements to repurchase:
	a.	Federal funds purchased (9)			B993	902,000	14.a.
	b.	Securities sold under agreements to repurchase (10)			B995	0	14.b.
15.	Trading liabilities (from Schedule RC-D)				3548	0	15.
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)				3190	856,000	16.
17.	and 18. Not applicable
19.	Subordinated notes and debentures (11)				3200	0	19.

1.	Includes cash items in process of collection and unposted debits.
2.	Includes time certificates of deposit not held for trading.
3.	Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.
4.	Item 2.c is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01.
5.	Includes all securities resale agreements, regardless of maturity.
6.	Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.
7.	Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.
8.	Includes noninterest-bearing demand, time, and savings deposits.
9.	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
10.	Includes all securities repurchase agreements, regardless of maturity.
11.	Includes limited-life preferred stock and related surplus.

Schedule RC—Continued

		Dollar Amounts in Thousands	RCON	Amount
Liabilities—continued
20.	Other liabilities (from Schedule RC-G)		2930	1,977,000		20.
21.	Total liabilities (sum of items 13 through 20)		2948	32,337,000		21.
22.	Not applicable
Equity Capital
	Bank Equity Capital
23.	Perpetual preferred stock and related surplus		3838	0		23.
24.	Common stock		3230	2,127,000		24.
25.	Surplus (exclude all surplus related to preferred stock)		3839	752,000		25.
26.	a. Retained earnings		3632	6,523,000		26.a.
	b. Accumulated other comprehensive income (1)		B530	(1,000	)	26.b.
	c. Other equity capital components (2)		A130	0		26.c.
27.	a. Total bank equity capital (sum of items 23 through 26.c)		3210	9,401,000		27.a.
	b. Noncontrolling (minority) interests in consolidated subsidiaries		3000	0		27.b.
28.	Total equity capital (sum of items 27.a and 27.b)		G105	9,401,000		28.
29.	Total liabilities and equity capital (sum of items 21 and 28)		3300	41,738,000		29.

Memoranda

To be reported with the March Report of Condition.

		RCON	Number
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2018	6724	2a	M.1.

1a =An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution

1b =An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution

2a =An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

2b =An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

3 =This number is not to be used

4 =Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)

5 =Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)

6 =Review of the bank’s financial statements by external auditors

7 =Compilation of the bank’s financial statements by external auditors

8 =Other audit procedures (excluding tax preparation work)

9 =No external audit work

To be reported with the March Report of Condition.

		RCON	Date
2.	Bank’s fiscal year-end date (report the date in MMDD format)	8678	1231	M.2.

1. Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.

2. Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-99.1

Exhibit 99.1

SUZANO AUSTRIA GMBH

Offers to Exchange Securities
which have been
Registered under the Securities Act of 1933, as amended,
and which are
Guaranteed by
Suzano S.A.

for any and all of its Corresponding Outstanding Securities

CUSIP of Old Notes	ISIN of Old Notes	Old Notes	CUSIP of New Notes	ISIN of New Notes	New Notes
86964WAC6 (Rule 144A) A8372TAF5 (Reg. S)	US86964WAC64 (Rule 144A) USA8372TAF50 (Reg S)	U.S.$1,750,000,000 6.000% Notes due 2029	86964WAF9	US86964WAF95	Up to U.S.$1,750,000,000 6.000% Notes Due 2029
86964WAG7 (Rule 144A) A8372TAK4 (Reg. S)	US86964WAG78 (Rule 144A) USA8372TAK46 (Reg S)	U.S.$1,000,000,000 5.000% Notes due 2030	86964WAH5	US86964WAH51	Up to U.S.$1,000,000,000 5.000% Notes Due 2030

Pursuant to the Prospectus dated          , 2019

To:Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

Upon and subject to the terms and conditions set forth in the prospectus, dated         , 2019 (the “Prospectus”), Suzano Austria GmbH (the “Issuer”), a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria, and Suzano S.A., a corporation (sociedade por ações) incorporated under the laws of Brazil, are making offers to exchange (the “Exchange Offers”) registered 6.000% Global Notes due 2029 and registered 5.000% Global Notes due 2030 (together, the “New Securities”) for any and all outstanding 6.000% Global Notes due 2029 and 5.000% Global Notes due 2030 (together, the “Old Securities”) of the Issuer.  The Exchange Offers are being made in order to satisfy certain of the Issuer’s obligations under the Registration Rights Agreements referred to in the Prospectus.

We are requesting that you contact your clients for whom you hold any Old Securities regarding the Exchange Offers.  For your information and for forwarding to your clients for whom you hold Old Securities registered in your name or in the name of your nominee, or who hold any Old Securities registered in their own names, we are enclosing the following documents:

1.Prospectus dated          , 2019.

2.A form letter that may be sent to your clients for whose account you hold any Old Securities registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offers.

Your prompt action is requested.  The Exchange Offers will expire at 5:00 p.m., New York City time, on          , 2019 (the “Expiration Date”), unless extended by the Issuer.  Any Old Securities tendered pursuant to the Exchange Offers may be withdrawn at any time before the Expiration Date, unless previously accepted by the Issuer.

Tenders of any Old Securities for exchange pursuant to the Exchange Offers may be made only by book-entry transfer of the Old Securities to the account established by the Exchange Agent referred to below at the Book-Entry Transfer Facility maintained by The Depository Trust Company (“DTC”), together with a computer generated message, transmitted by means of DTC’s Automated Tender Offer Program system and received by the Exchange Agent, in which the tendering holder agrees to be bound by the terms and conditions of the Exchange Offers as set forth in the Prospectus.

Additional copies of the enclosed materials may be obtained from Deutsche Bank Trust Company Americas, as Exchange Agent, 60 Wall Street - 24th floor, Mailstop NYC60-2407, New York 10005.

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EX-99.2

Exhibit 99.2

SUZANO AUSTRIA GMBH

Offers to Exchange Securities
which have been
Registered under the Securities Act of 1933, as amended,
and which are
Guaranteed by
Suzano S.A.

for any and all of its Corresponding Outstanding Securities

CUSIP of Old Notes	ISIN of Old Notes	Old Notes	CUSIP of New Notes	ISIN of New Notes	New Notes
86964WAC6 (Rule 144A) A8372TAF5 (Reg. S)	US86964WAC64 (Rule 144A) USA8372TAF50 (Reg S)	U.S.$1,750,000,000 6.000% Notes due 2029	86964WAF9	US86964WAF95	Up to U.S.$1,750,000,000 6.000% Notes Due 2029
86964WAG7 (Rule 144A) A8372TAK4 (Reg. S)	US86964WAG78 (Rule 144A) USA8372TAK46 (Reg S)	U.S.$1,000,000,000 5.000% Notes due 2030	86964WAH5	US86964WAH51	Up to U.S.$1,000,000,000 5.000% Notes Due 2030

To Our Clients:

Enclosed for your consideration is a prospectus of Suzano Austria GmbH (the “Issuer”), a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria, and Suzano S.A., a corporation (sociedade por ações) incorporated under the laws of Brazil, dated          , 2019 (the “Prospectus”), relating to the offers to exchange (the “Exchange Offers”) registered 6.000% Global Notes due 2029 and registered 5.000% Global Notes due 2030 (together, the “New Securities”) for any and all outstanding 6.000% Global Notes due 2029 and 5.000% Global Notes due 2030 (together, the “Old Securities”) of the Issuer, upon the terms and subject to the conditions described in the Prospectus.  The Exchange Offers are being made in order to satisfy certain of the Issuer’s obligations under the Registration Rights Agreements referred to in the Prospectus.

The material is being forwarded to you as the beneficial owner of the Old Securities carried by us in your account but not registered in your name.  A tender of such Old Securities may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf any Old Securities held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus.  We also request that you confirm that we may, on your behalf, make the representations and warranties contained in the Prospectus in the section captioned “The Exchange Offers—Holders’ Deemed Representations, Warranties and Undertakings.”

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Securities on your behalf in accordance with the provisions of the Exchange Offers. The Exchange Offers will expire at 5:00 p.m., New York City time, on          , 2019 (the “Expiration Date”), unless extended by the Issuer. The Old Securities tendered pursuant to the Exchange Offers may be withdrawn at any time before the Expiration Date, unless previously accepted by the Issuer.

Your attention is directed to the following:

1.The Exchange Offers are for any and all Old Securities.

2.The Exchange Offers are subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offers—Conditions to the Exchange Offers.”

3.Any transfer taxes incident to the transfer of Old Securities from the holder to the Issuer will be paid by the Issuer, except as otherwise provided in the Prospectus in the section captioned “The Exchange Offers—Transfer Taxes.”

4.The Exchange Offers expire at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Issuer.

If you wish to have us tender any of your Old Securities, please so instruct us by completing, executing and returning to us the instruction set forth below.

* * * *

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Instructions with Respect to the Exchange Offers

The undersigned acknowledge(s) receipt of your letter enclosing the Prospectus, dated          , 2019, of Suzano Austria GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria, and Suzano S.A., a corporation (sociedade por ações) incorporated under the laws of Brazil .

This will instruct you to tender the principal amount of Old Securities indicated below held by you for the account of the undersigned, pursuant to the terms and conditions set forth in the Prospectus. (Check one).

Box 1oPlease tender the Old Securities held by you for my account.  If I do not wish to tender all of the Old Securities held by you for my account, I have identified on a signed schedule attached hereto the principal amount of Old Securities that I do not wish tendered.

Box 2oPlease do not tender any Old Securities held by you for my account.

Date:
	Signature
	Please print name(s) here
	Area Code and Telephone No.

Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all Old Securities.

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