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NDR in Boston & Bradesco BBI's 8th Annual CEO Forum November 2018

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Page 1: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

NDR in Boston & Bradesco BBI's 8th Annual CEO Forum

November 2018

Page 2: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

1

Disclaimer

This communication contains certain statements that are “forward-looking statements” within the meaning of Section 27A

of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Some of these

forward-looking statements are identified with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,”

“should,” “expect,” “intend,” “plan,” “anticipate,” “estimate”, “potential”, “outlook” or “continue,” the negative of these

words, other terms of similar meaning or the use of future dates. Forward-looking statements in this communication

include, without limitation, statements regarding the declaration or payment of dividends, the implementation of principal

operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or

trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such

statements reflect the current views of management and are subject to a number of risks and uncertainties. Such

statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual

results could differ materially from those currently anticipated due to a number of risks and uncertainties. There is no

guarantee that the expected events, trends or results will actually occur. The statements are based on many

assumptions and factors, including general economic and market conditions, industry conditions, and operating factors.

Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

Suzano does not undertake any obligation to update any forward-looking statements as a result of new information,

future developments or otherwise, except as expressly required by law. All forward-looking statements in this

communication are qualified in their entirety by this cautionary statement.

NO OFFER OR SOLICITATION

This communication is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to

subscribe for or buy shares, nor is it a substitute for any offer materials that Suzano will, if required, file with the U.S.

Securities and Exchange Commission (“SEC”). No offer of securities will be made in the United States except by means

of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or pursuant to

an exemption therefrom.

Page 3: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

2

Section 1

TRANSACTION OVERVIEW

Page 4: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

3

Consolidating Suzano’s Business Strategy

RESHAPING OF THE

INDUSTRYA D JA C E N T

BUSINESSESS T R U C T U R A L

COMPETITIVENESS

Page 5: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

4

Agreement Terms

On March 15, 2018, the controlling shareholders of Fibria, BNDES Participações and Votorantim

S.A., signed an agreement with Suzano committing to approve the transaction with following terms:

Equity Component

1 Fibria

share

0.4611

Suzano

shares

BRL 52.50

cashAdjusted by CDI from

signing to closing

255 million

new shares

BRL 29.0

billionNot considering CDI

adjustments

Total

deal size

Cash Component

Page 6: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

5

Transaction Timeline

Regulatory approval process

Agreement

between

Suzano and

Fibria

SEC filingsShareholder

meetingsClosing

Approval of

all antitrust Closing: D+45

Corporate developments Securities Filings Available sources of

financing

Antitrust

✓ Approval of the Protocol of

Justification and

Incorporation (Merger

Agreement) by the Boards

of Directors of Suzano and

Fibria

✓ Merger approved at the

Shareholders’ Meeting held

on September 13, 2018

✓ Integration planning

✓ Finalized Suzano’s SEC

Registration

NYSE ADR listing

SOX Compliance starting

on January 1, 2019

✓ Local issuance of

Debentures, Export Credit

Notes, Rural Producer

Certificate and Advance on

Currency Exchange

Contracts (R$7.9 billion)

✓ Issuance of 10-year Senior

Unsecured Notes (US$1.0

billion)

✓ Unrestricted authorization

issued by the Federal Trade

Commission (US antitrust),

SAMR (China), Turkey, and

CADE (Brazil)

Filing at the European

Commission (expected to

be concluded by the end of

November)

Page 7: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

6

Funding Structure

Overview (US$ million)

8,8378,391

7,105

249

299(695)

(1,585)

(2,300)

(2,100)

(1,000) (500)

Acqu

isitio

n c

ash

po

rtio

on 0

3/1

5/2

01

8

CD

I a

dju

stm

ent

until

09/3

0/2

01

8

Fib

ra's

div

ide

nds²

Acqu

isitio

n c

ash

po

rtio

no

n 0

9/3

0/2

01

8

Adju

stm

en

t fo

r F

X c

han

ge

Ma

rk to m

ark

et

an

d c

ash

effe

ct o

n 0

9/3

0/2

018

Sub

tota

l

1st tr

an

che

(6yr

term

lo

an

)

Loca

l is

suan

ce

s

US

D B

on

dd

ue

20

29

US

D B

on

d R

e-T

ap

due

20

47 C

ash

(1) Acquisition cash portion: received by Fibria’s shareholders, R$52.50 for each Common Stock, to be adjusted by CDI fluctuation from 03/15/2018 until the transaction’s closing date | (2) Fibria’s

dividends of R$2.8 billion to be approved on shareholder’s meeting on Dec-03 (with FX on 09/30/2018 of R$4.0039/US$)

Page 8: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

7

Section 2

RESULTING COMPANY

Page 9: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

8

Compelling Strategic Combination

Consolidated Geographic Footprint

1

2

3

4 5

1 2

3

4

ImperatrizMA

MucuriBA

Rio VerdeSP

Três Lagoas I and IIMS

Aracruz ES

Suzano SP

LimeiraSP

Veracel1

BA

Jacareí SP

6

Belém do Pará2

PA

7

Fortaleza2

CE

The combination of Suzano and Fibria will create benefits of scale and synergies

Key highlights

Suzano forest assets

Suzano facilities

Fibria forest assets Overlapping forest assets

Fibria facilities

Source: Suzano filings and SEC | (1) Veracel is a Joint Venture 50% Fibria / 50% Stora Enso | (2) Facepa facilities (tissue)

Strong competitive profile: 11 million tons of market

pulp and 1.4 million tons of paper

Robust asset base with unmatched long term

competitive advantages

Superior platform to explore diversification into

adjacent businesses

Brazilian forestry competitiveness allows lower

cost of wood

Relevant operating and financial synergies

Geographically diversified revenue

Pro forma revenue breakdown by region – 2017

34%

27%

19%

16%

3%Asia

Europe

Brazil

North America

Others

Over 80% of

revenues comes

from exports

Page 10: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

9

Pro Forma Historical Financial Figures

Revenues (R$ million) Adj. EBITDA (R$ million) and Margin (%)

Net Debt1 (R$ million) Net Leverage1 (x)

Source: Suzano and Fibria SEC Filings as of September 30th 2018 | (1) 3Q18 includes Suzano and Fibria standalone reported debt, US$2.3bn EPP and $2.6bn of additional acquisition financing |

BRL/USD FX of 4.0039 as of September 30th 2018

22,320

31,665

2017 3Q18 LTM

2.3x

3.3x

2017 3Q18 LTM

22,111

52,988

2017 Sep-18

9,567

16,217 42.9%

51.2%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

0

5000

10000

15000

20000

2017 3Q18 LTM

Page 11: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

10

Indebtedness and Pro Forma Maturity Profile

Indebtedness overview: Suzano

Pro forma debt maturity profile1 (R$ million)

2016 2017 3Q18

Indebtedness

Gross Debt (R$ billion) 14 12.2 23.8

Net Debt (R$ billion) 10.3 9.5 10.8

Ratios

Net Debt / Adj EBITDA 2.6x 2.1x 1.6x

Average Cost USD 4.7% 5.1% 5.2%

Average Maturity (months) 42 84 93

Indebtedness overview: Fibria

2016 2017 3Q18

Indebtedness

Gross Debt (R$ billion) 18.3 19.3 21.4

Net Debt (R$ billion) 11.5 12.6 12.5

Ratios

Net Debt / Adj EBITDA 3.1x 2.6x 1.3x

Average Cost USD 4.1% 4.5% 3.9%

Average Maturity (months) 57 60 57

15,455

11,145

9,209

10,043

1,240

5,182 4,347 5,2934,175

45,852

2018 2019 2020 2021 2022 2023+

Suzano Fibria EPP Additional financing

R$ billion Suzano Fibria

Total Debt 23.8 21.4

Avg Life 7.8 yrs 4.8 yrs

Breakdown by type of financing

Suzano + Fibria

Source: Suzano and Fibria SEC Filings as of September 30th 2018 | (1) Includes Suzano and Fibria standalone reported debt, US$2.3bn EPP and $2.6bn of additional acquisition financing | BRL/USD

FX of 4.0039 as of September 30th 2018

39%

19%

16%

11%

7%

8%

Bond Export Finance CRA Debenture BNDES Others

US$2.3bn

EPP

Page 12: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

11

Section 3

BONDS

Page 13: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

12

Suzano’s secondary market performance

Yield evolution (Bid YTM, %)

6.67

5.63

6.37

4.5

5.0

5.5

6.0

6.5

7.0

7.5

Suzano 7.00% 2047 Vale 5.625% 2042 Rep of Brazil 5.625% 2047

Source: Bloomberg as of August 28, 2018 | Hawkins Wright, Outlook for market pulp as of December 2017 ex-freight and sales costs (Brazil and Suzano: exchange rate of R$3.2790/US$) | (1) Hawkins

Wright, Outlook for market pulp demand – considers the total installed capacity as reported in the companies’ public filings and investor relations, including of operations to be initiated | (2) Suzano’s

market pulp (3,640kt) and Fibria (7,250kt), based on companies websites.

10.9²

6.0

3.9 3.8 3.72.8 2.8 2.8 2.6 2.5

AP

P +

PE

+E

ldora

do

Ara

uco

Int P

aper

CM

PC

Ap

ril

UP

M

Me

tsa

GP

Sto

ra E

nso

Pulp Production Capacity (million tons)1 Cash Cost 2017 (USD/ton)

Ha

rdw

oo

d

Pu

lp

183 198

297 303 324 354 392 443 452

Suzano Brazil Indonesia Chile/Uruguay

EastEurope

Canada OtherAsia

China USA

So

ftw

oo

d

Pu

lp316

357 384421

483

East Europe Chile Others USA East Canada

Yield evolution (Bid YTM, %)

5.49

4.75

4.80

4.43

3

4

5

6

Suzano 5 3/4% due 26 Arauco 3 7/8% due 27

CMPC 4 3/8% due 27 IP 3.00% due 27

Page 14: NDR in Boston & Bradesco BBI's 8th Annual CEO Forum · 1 Disclaimer This communication contains certain statements that are “forward-looking statements”within the meaning of Section

13

Investor Relationswww.suzano.com.br/ir

[email protected]