FBR Fibria Celulose S.A.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Dated November 16, 2017

Commission File Number: 1-15018

Fibria Celulose S.A.

Fidêncio Ramos, 302 — 3rd and (part of) 4th floors

Edifício Vila Olímpia, Torre B, Bairro Vila Olímpia

04551-010, São Paulo, SP, Brazil

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)):

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):

(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

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FIBRIA CELULOSE S.A.

CNPJ/MF N.º 60.643.228/0001-21

NIRE 35.300.022.807

São Paulo, November 17, 2017.

MANAGEMENT’S PROPOSAL

Dear Sirs,

The Management of FIBRIA CELULOSE S.A. (“ Fibria ” or “ the Company ”) submits for the appreciation of its shareholders its proposal regarding the matters that will be covered at its Special Shareholders’ Meeting, which is scheduled to take place at the Company’s head office on December 18, 2017 (“General Meeting”), under the terms proposed below (“ Proposal ”).

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GENERAL CONSIDERATIONS

Matters to be examined, discussed and voted on by the Special Shareholders’ Meeting, according to the following agenda:

(i)             approval of the “Private Instrument of Protocol and Justification of Merger of Fibria-MS Celulose Sul Mato-Grossense Ltda. into Fibria Celulose S.A.”, executed by the management of Fibria-MS Celulose Sul Mato-Grossense Ltda., a business limited-liability company enrolled with the National Corporate Taxpayers Register (CNPJ) under No. 36.785.418/0001-07 and the articles of organization of which are registered with the Commercial Registry of the State of São Paulo (JUCESP) under State Registration Number (NIRE) 35.225.356.634, (“ Absorbed Company ”) and the Company’s management on November 16, 2017, which reflects the terms of the merger of the Absorbed Company into the Company (“ Protocol ”);

(ii)            ratification of the appointment and engagement, by the Company, of PricewaterhouseCoopers Auditores Independentes, in the capacity as expert company retained to prepare the Book Value Valuation report of the net equity of the Absorbed Company (“ Book Value Valuation Report ”);

(iii)           approval of the Book Value Valuation Report;

(iv)           approval of the merger of the Absorbed Company into the Company, with consequent dissolution of the Absorbed Company; and

(v)            authorization for the managers to perform all acts required for implementation of the resolutions above.

A.             Documents and Exhibits

All the information and the documents referred to in this Proposal and provided for in articles 21 of CVM Instruction No. 481, of December 17, 2009, as amended (“ ICVM 481/2009 ”), in article 20-A of ICVM 481/09 and on CVM Instruction No. 565, of June 15, 2015 (“ ICVM 565/15 ”) are available to the shareholders at the Company’s head office and on its website (http://fibria.infoinvest.com.br), on the website of the Brazilian Securities Commission (“ CVM ”) ( www.cvm.gov.br ), as well as being covered, as applicable, in the Exhibits to this Proposal.

Exhibit I , prepared as recommended by article 21 of ICVM 481/09, contains the information relating to the Valuation Company.

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Exhibit II , prepared as recommended by article 20-A of ICVM 481/09 and by ICVM 565/15, contains additional information relating to the merger of the Absorbed Company by the Surviving Company (“Merger”).

1.             APPROVAL OF THE PROTOCOL

The initial step for implementation of the merger of a company into another is the execution of a protocol by the managements of the involved companies, which consubstantiates all terms and conditions relating to the transaction (article 224, head provision, of Law No. 6404, of December 15, 1976, as amended (“ Brazilian Corporation Law ”).

The instrument of protocol must contain at least the following information: (a) the number, species and class of the shares that will be attributed in substitution for the partners’ rights that will be extinguished and the criteria used to determine the substitution relations; (b) the elements of the assets and liabilities that will form each portion of the property, in the event of spin-off; (c) the net equity valuation criteria, the date to which the valuation will refer and the treatment of the subsequent property variations; (d) the solution to be adopted with respect to the shares of the capital stock of each of the companies held by another; (e) the amount of the capital stock of the companies to be created or of the increase or reduction of the capital stock of the companies that participate in the transaction; (f) the draft or By-Laws drafts, or amendments to the By-Laws, which shall be approved to implement the transaction; and (g) all other conditions to which the transaction is subject (article 224 of the Brazilian Corporation Law.).

In addition to the establishment of all clauses and conditions of the merger, the purpose of the protocol is to impose on the signatory companies performance of all acts required to (a) prepare the valuation report in accordance with the agreed criteria; and (b) submit the proposed transaction to the respective shareholders’ meetings for analysis.

In addition to the protocol, the law also requires the preparation of an instrument of justification, which shall be presented as a proposal to the shareholders and partners of the involved companies and which shall contain at least the following details: (a) the reasons or purposes of the transaction, and the company’s interest in its implementation; (b) the shares the preferred shareholders will receive and the reasons for the modification in their rights, if applicable; (c) the composition, after the transaction, per species and classes of shares, of the capital stock of the companies that will issue shares in substitution for those that will be extinguished; and (d) the amount of reimbursement of the shares to which the dissenting shareholders that exercise the right of dissent and valuation will be entitled (article 225 of the Brazilian Corporation Law.).

The duty of the justification is to provide minimum information to the partners of the companies involved in the transaction, so as to allow them to make rational and informed

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decisions about the corporate interest in the transaction and the modifications in the corporate legal positions. Ideally, the instrument of justification shall explain the business bases for the provisions negotiated in the protocol, explaining the purposes of the transaction and the corporate interests to be pursued, serving as interpretative parameter for the protocol and other acts of the transaction. For that reason, the justification is included as a chapter of the instrument of protocol or merger, consolidation or spin-off.

In this respect, the Protocol and Justification, containing all terms, clauses, conditions and justification of the merger of the Absorbed Company into the Company was executed by the managements of the Company and of the Absorbed Company on November 16, 2017, and disclosed in the periodic and occasional information module of the Sistema Empresas.NET on CVM’s website (http://www.cvm.gov.br/), in the category “Meeting”, Species “AGE”, in type “Protocol and Justification of Merger, Spin-Off or Consolidation”.

The Protocol and Justification is also available to the shareholders for consultation at the Company’s head office and on the websites of the Company ( (www.fibria.com.br) and of B3 S.A. — Brasil, Bolsa, Balcão (“ B3 ”) (http://www.b3.com.br/).

As mentioned by the Protocol, in view of the fact that the Parties are companies that belong to the same economic group, it being understood that the Company is the owner of all of the capital stock of the Absorbed Company, the management believes that implementation of the Merger will bring more administrative, economic and financial benefits to the Company, such as, for example:

(i)              rationalization and simplification of the corporate structure and, consequently, consolidation and reduction of costs and combined operating expenses;

(ii)             the union of the corporate funds and properties involved in the transaction of the Company and of the Absorbed Company will permit a better management of transactions, assets and cash flows, thus resulting in optimization of the use of the operating and financial funds and, as a consequence, obtainment of greater benefits to the corporate activities performed by the Company and by the Absorbed Company; and

(iii)            the greater operational integration of the Company and of the Absorbed Company will permit a better use of already existing synergies and the creation of new forms of supplementation between the corporate activities, so as to seek the creation of value to the Company and to the Absorbed Company.

Considering that the Company is the owner of all of the capital stock of the Absorbed Company, the Company’s management understands that the Merger doesn’t increase the

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Company’s or the Absorbed Company’s risk exposure and doesn’t affect the risk of the Company’s shareholders, investors and interested third parties.

The Protocol estimates that the total costs and expenses to carry out and implement the Merger, including the legal advisors’, appraisers’ and auditors’ fees and the costs to prepare and publish the corporate acts shall not exceed the amount of three million Reais (R$3,000,000.00).

As a consequence, taking into consideration the expected benefits, the risks involved and the costs of the Merger, the Company’s managers understand that the Company will bring more rationalization of the activities of the corporate group to which the Company and the Absorbed Company belong, which fully justifies the Merger.

Therefore, the Company’s management proposes approval of the Protocol containing all terms and conditions relating to the Merger.

2.             RATIFICATION OF THE APPOINTMENT OF THE VALUATION COMPANY FOR PREPARATION OF THE BOOK VALUE VALUATION REPORT

Due to the principle of reality of the capital stock, merger, consolidation or spin-off transactions can only be carried out if the net equity or the spun-off assets to be merged are appraised and the report prepared determines that the amount to be used to form the capital stock is at least equal to the amount of the capital stock to be paid in (article 226, head provision, of the Brazilian Corporation Law.).

In these terms, article 8 of the Brazilian Corporation Law determines that the valuation of the net equity or of the spun-off assets shall be made by three experts or by an expert company. In principle, any person or company deemed honest and qualified for a correct valuation by the Company’s shareholders’ meeting may act in the capacity as expert. However, it is necessary to consider that the preparation of valuation reports based on certain criteria is an activity reserved to certain regulated occupations.

Thus, the expert or the Valuation Company shall present a reasoned report, indicating the valuation criteria and the comparison elements adopted, jointly with the documents relating to the appraised assets and liabilities, and they shall attend the company’s shareholders’ meeting, which will know the report, to provide the information requested to them (article 8, paragraph 1, of the Brazilian Corporation Law.).

In the case of the Merger, the Company retained, pursuant to the provisions of article 226 of the Brazilian Corporation Law, PricewaterhouseCoopers Auditores Independentes, a company of professionals established in the capital city of the State of São Paulo, at Avenida Francisco Matarazzo, No. 1400, 9 th , 10 th , 13 th , 14 th , 15 th , 16 th  and 17 th  floors, Torre Torino,

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Água Branca, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under No. 61.562.112/0001-20, originally registered with the Regional Accounting Council of the State of São Paulo under No. 2SP000160/O-5 (“ Valuation Company ”), to prepare the Book Value Valuation Report.

Pursuant to the provisions of the applicable law, the Valuation Company declared: (i) that it is not the owner, directly or indirectly, of any security or derivative referenced in securities issued by the Absorbed Company or by the Company; (ii) that it is not aware of any direct or indirect conflict of interests that reduces its independence required for performance of its duties; and (iii) that the Absorbed Company, the Company, their controlling shareholders, partners, shareholders or managers have not, in any way: (a) directed, limited, posed difficulties or performed any acts that have or may have jeopardized the access, use or knowledge of information, property, documents or work methodologies that are relevant for the quality of its respective conclusions, (b) restricted, in any form, its ability to determine the conclusions independently presented, or (c) determined the methodologies used to prepare the valuation report relating to the amount of the net equity of the Absorbed Company to be merged into the Company.

In compliance with the provisions of article 21 of ICVM 481/09, the information relating to the Valuation Company is available in Exhibit I .

It is proposed to the General Meeting that the hiring and appointment of the Valuation Company to prepare the Book Value Valuation Report be ratified.

3.             BOOK VALUE VALUATION REPORT

To the extent that the Brazilian Corporation Law requires the valuation by experts or by an expert company to determine the amount of the net equity or of the portion of the property to be transferred to a given company, there will necessarily be a report, i.e., a document, prepared by one or more experts, in which conclusions of the expert analysis are presented.

The following valuation criteria are usually adopted: (a) book value of the net assets based on the accounting books, according to the rules set forth for preparation of the accounting statements; (b) value of the shareholders’ equity at market prices; (c) market value; and (d) economic and financial value.

The instrument of protocol and justification of merger shall establish the criteria to be adopted to appraise the merged assets, as well as the date to which the valuation will refer and the treatment of subsequent property variations (article 224, item III, of the Brazilian Corporation Law.). This statutory requirement is justified because the companies involved in the Transaction are completely free to negotiate the exchange ratio of the shares that is most convenient to it and the amount to be attributed to the merged assets.

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In this respect, the managements of the Company and of the Absorbed Company established, pursuant to the provisions of the Protocol, the accounting criteria to appraise the net equity of the Absorbed Company, in accordance with the accounting practices adopted in Brazil, as defined in item 7 of Accounting Ruling Committee Administrative Act No. 26(R1).

The base date adopted for book value valuation of the assets and liabilities of the Absorbed Company to be merged into the Company is September 30, 2017 (“ Base Date ”).

After analysis of the accounting statements of the Absorbed Company and other work documents, the Valuation Company presented the results of the Book Value Valuation of the property of the Absorbed Company to be merged into the Company, pursuant to the provisions of articles 226 and 227 of the Brazilian Corporation Law, by means of the Book Value Valuation Report attached to the instrument of Protocol.

In addition to being attached to the Protocol as Exhibit 10.4, the Book Value Valuation Report is available in the periodic and occasional module of Sistema de Empreasas.NET on CVM’s website (http://www.cvm.gov.br), in the category “Economic and Financial Data”, species “Valuation Report”.

The Valuation Report is also available to the shareholders for consultation at the Company’s head office and on the Company’s (http://fibria.infoinvest.com.br) and B3’s (http://www.b3.com.br) website.

As shown in the Book Value Valuation Report, the Valuation Company concluded, based on the works performed, that the amount of six billion, eight hundred and twenty-five million, two hundred and twenty-four thousand, six hundred and eight Reais and eighty-six cents (R$6,825,224,608.86) represents, in all relevant aspects, the book value of the Absorbed Company’s net equity to be transferred to the Company, appraised in accordance with the accounting practices adopted in Brazil.

Please note that pursuant to the provisions of the Protocol, the property variations of the Absorbed Company that occur between the Base Date and the date of actual Merger shall be assumed, incurred and absorbed exclusively by the Company.

As a consequence, the Company’s management proposes approval of the Book Value Valuation Report prepared by the Valuation Company on the Base Date for purposes of the Merger.

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4.             MERGER

According to the provisions of article 227 of the Brazilian Corporation Law, mergers are transactions by means of which one or more companies are absorbed by another company. Therefore, the consequence of this legal and economic absorption consists, on the one hand, in dissolution of the absorbed legal entity and, on the other hand, in the succession, by the surviving company, to all legal positions, rights and obligations of the absorbed companies.

Even if the Merger is fully valid on the date of approval thereof by the Company’s shareholders’ meeting and by the partners of the Absorbed Company, the management proposes that the resolution of the Company’s shareholders’ meeting and of the partners of the Absorbed Company shall only produce effects from and including December 31, (“ Effective Date ”). Therefore, the Transaction shall only produce (civil, corporate, accounting or tax) effects and shall only be implemented, with dissolution of the Absorbed Company, transfer of the assets of the Absorbed Company to the Company and succession by the Company to all assets, property, rights, claims, powers, immunities, shares, exceptions, duties, obligations, subjections and liabilities on the Effective Date.

This measure is necessary for the Effective Date to coincide with the end of the month of the resolutions, so that the merger is accounted so as not to leave transitory accounts in other periods than the periods of closing of accounting information of the Company.

Pursuant to the provisions of article 234 of the Brazilian Corporation Law, the certificate of merger registered with the Registry of Companies shall be a document appropriate for annotation, in the competent public and private records, of the universal succession of the Company to the property, rights, claims, authority, powers, immunities, actions, exceptions, duties, obligations, subjections, liens and liabilities that are part of or relate to the merger of the Absorbed Company into the Company.

Since the Merger will be made without capital increase of the Company, the capital stock of the Company shall continue to be nine billion, seven hundred and forty million, seven hundred and seventy-seven thousand, one hundred and seventy-nine Reais and fifty-nine cents (R$ 9,740,777,179.59), divided into five hundred and fifty-three million, nine hundred and thirty-four thousand, six hundred and forty-six (553,934,646) common registered shares, without par value, distributed among the Company’s shareholders as follows:

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The Merger shall be carried out without exchange ratio of the shares issued by the Absorbed Company, in view of the fact that (1) the Company owns all shares issued by the Absorbed Company, and there are no non-controlling partners that will migrate to the Company; (2) the shares of the Absorbed Company will be extinguished upon the Merger; (3) accounting entries will be made to substitute (i) the amounts registered by way of investment by the Company for (ii) entries in each of the accounts of the Company’s financial statements that correspond to those of the Absorbed Company; and (4) the Merger will not result in capital increase of the Company, as above.

Since the Company is the sole partner of the Absorbed Company, approval of the Merger shall depend on its sole partner, and therefore there will be no dissenting partner with respect to the resolution of the Absorbed Company, pursuant to the provisions of article 1.077 of the Civil Code and of articles 137 and 230 the Brazilian Corporation Law.

Pursuant to the provisions of article 136 and of article 137 of the Brazilian Corporation Law, the current shareholders of the Company will not have the right of dissent and valuation as a result of approval of the Merger by the shareholders’ meeting.

Exhibit II contains further information on the Merger, in compliance with the provisions of article 20-A of ICVM 481/09 and of article 12 of ICVM 565/15.

In view of all the above, we propose approval of the merger of the Absorbed Company into the Company, pursuant to the terms and conditions set forth in the Protocol.

5.             AUTHORIZATION FOR THE MANAGERS TO PERFORM ALL ACTS REQUIRED FOR IMPLEMENTATION OF THE RESOLUTIONS ABOVE

Finally, it is proposed that the Company’s managers be authorized to perform all actions required to implement the resolutions proposed above, including execution of the Protocol and Justification.

Please feel free to contact us should you need any additional clarification.

Very truly yours,

José Luciano Duarte Penido

Chairman of the Board of Directors

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FIBRIA CELULOSE S.A.

Publicly-Held Company

CNPJ/MF N.º 60.643.228/0001-21

NIRE 35.300.022.807 — CVM Code 12793

MANAGEMENT’S PROPOSAL FOR THE SPECIAL SHAREHOLDERS’ MEETING

TO BE HELD ON

DECEMBER 18, 2017

EXHIBIT I

INFORMATION ON THE APPRAISERS (EXHIBIT 21 TO ICVM 481/09)

1.               List the appraisers recommended by the management

The Company’s management appointed, ad referendum of the shareholders’ meeting, PricewaterhouseCoopers Auditores Independentes, a company of professionals established in the capital city of the State of São Paulo, at Avenida Francisco Matarazzo, No. 1400, 9 th , 10 th , 13 th , 14 th , 15 th , 16 th  and 17 th  floors, Torre Torino, Água Branca, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under No. 61.562.112/0001-20, originally registered with the Regional Accounting Council of the State of São Paulo under No. 2SP000160/O-5 (“ Valuation Company ”), as the company responsible for preparation of the valuation report, for purposes of determining the accounting value of the Absorbed Company’s net equity to be transferred to the Company.

2.               Describe the qualification of the recommended appraisers

The professionals and agents of the Valuation Company are highly qualified and have acknowledged experience in their area of operation.

For further information on the qualification of the Valuation Company, see the work proposal that is an integral part of this exhibit as Document 1 .

3.               Provide copies of the proposals relating to the work and remuneration of the recommended appraisers

The work proposal containing the technical qualification of the Valuation Company, the scope of the proposed work and the amount of the fees is attached to this exhibit as Document 1 .

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4.               Describe any relevant relationship existing over the last three (3) years between the recommended appraisers and the company’s related parties, as defined by the accounting rules on the matter

Over the last three (3) years, the Valuation Company has provided services relating to the audit of the Company’s financial statements, including those filed with foreign stock exchanges, as well as audit-related tax review services and audit-related internal controls review services.

In addition, the Valuation Company has also provided the following services to the Company’s related parties: (i) audit of the financial statements of the subsidiaries Portocel - Terminal Especializado Barra do Riacho S.A., Fibria-MS Celulose Sul Mato-Grossense Ltda. and Fibria International Trade GmbH; (ii) issue of comfort letter for purposes of capture of debt in the international market by its subsidiary Fibria Overseas Finance Ltd.; and (iii) audit of the financial statements of its controlling company Votorantim S.A., and respective subsidiaries, as well as audit-related tax review services and audit-related internal controls review services.

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FIBRIA CELULOSE S.A.

Publicly-Held Company

CNPJ/MF N.º 60.643.228/0001-21

NIRE 35.300.022.807 — CVM Code 12793

MANAGEMENT’S PROPOSAL FOR THE SPECIAL SHAREHOLDERS’ MEETING

TO BE HELD ON

DECEMBER 18, 2017

EXHIBIT I

INFORMATION ON THE APPRAISERS (EXHIBIT 21 TO ICVM 481/09)

Document 01

Work Proposal of the Valuation Company

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Summary of the Work Proposal of the Valuation Company available in Portuguese.

The following document is the Agreement Letter issued by PricewaterhouseCoopers Auditores Independentes on September 22, 2017 and confirmed by the Company to work as the Valuation Company, which is the company responsible for preparation of the valuation report, for purposes of determining the accounting value of the Absorbed Company’s net equity to be transferred to the Company due to the Merger transaction.

The Company hired a valuation report to be issued based on the accounting value of the Absorbed Company’s net equity determined by the accounting books of the Absorbed Company at September 30, 2017 and the relevant appendixes, in accordance with the Brazilian accounting practices. In addition, it was agreed that the valuation report had to respect the existing auditing rules in Brazil and issued by the Brazilian Federal Accounting Council.

The proposal to execute and issue the valuation report was ninety five thousand Brazilian Reais (R$ 95,000.00) net of taxes, other governmental charges and general expenses incurred during the work, which the Company has paid on October 1, 2017.

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Carta de contratação de serviços profissionais

Setembro de 2017

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Atenção: André Gonçalves / Arvelino Cassaro

Fibria-MS Celulose Sul Mato-Grossense Ltda.

Rodovia BR 158, KM 20, Fazendo do Moeda

Três Lagoas - MS

22 de setembro de 2017

Prezados Senhores,

1                                         A PricewaterhouseCoopers Auditores Independentes, estabelecida na capital do Estado de São Paulo, com sede na Avenida Francisco Matarazzo, 1400, 9 o , 10 o  e do 13 o  ao 17 o  andares, Torre Torino, Água Branca, inscrita no CNPJ/MF sob o n o  61.562.112/0001-20 (“PwCAI”), agradece a V.Sas. a oportunidade confiada para a realização de trabalhos de auditoria. O propósito desta carta é confirmar nossos entendimentos sobre as responsabilidades - desta sociedade e de V.Sas. - com relação aos trabalhos como auditores da Fibria-MS Celulose Sul Mato-Grossense Ltda.  (“Empresa”), para emissão do laudo de avaliação do patrimônio líquido contábil apurado por meio dos livros contábeis em 30 de setembro de 2017 (“laudo de avaliação do patrimônio líquido contábil”). Os termos desta carta permanecerão vigentes até que sejam modificados por escrito, com o consentimento de ambas as partes.

2                                         Emitiremos laudo de avaliação do patrimônio líquido contábil apurado por meio dos livros contábeis da Fibria-MS Celulose Sul Mato-Grossense Ltda. em 30 de setembro de 2017 e seus correspondentes anexos, preparados de acordo com as práticas contábeis adotadas no Brasil. Nosso laudo será fundamentado em procedimentos de auditoria aplicados no balanço patrimonial da Empresa. Este exame será conduzido com o objetivo de suportar o laudo de avaliação do patrimônio líquido contábil. Ao término de nosso exame de auditoria, emitiremos o laudo de avaliação do patrimônio líquido contábil, em português.

3                                         Discutiremos um cronograma de trabalho com V.Sas., o qual incluirá uma visita final quando forem disponibilizadas o balanço patrimonial para nosso exame. Estimamos entregar uma minuta de nosso relatório, para apreciação de V.Sas., em aproximadamente uma semana após a conclusão de nossos trabalhos de campo, assim como emitir nosso laudo em forma definitiva após recebermos a carta de representação da administração. O cumprimento dos prazos acima está diretamente vinculado à entrega tempestiva pela Empresa de todos os documentos, informações e carta de representação, necessários para a realização dos nossos serviços.

4                                         Nosso laudo de avaliação do patrimônio líquido contábil expressará nossa conclusão sobre o valor contábil do patrimônio líquido da Empresa, considerando, inclusive, eventuais ajustes identificados durante nosso exame. Adicionalmente, nosso relatório poderá incluir parágrafo de ênfase ou de outros assuntos, nas circunstâncias também previstas nas normas de auditoria.

PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil 05001-903, Caixa Postal 61005

T: (11) 3674-2000, F: (11) 3674-2000, www.pwc.com/br

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5                                         Nosso exame será conduzido de acordo com as normas profissionais e éticas relativas à auditoria independente aplicáveis no Brasil, ou seja, aquelas emanadas das normas profissionais e técnicas do Conselho Federal de Contabilidade (CFC). Essas normas requerem o cumprimento das exigências éticas e que a auditoria seja planejada e executada com o objetivo de obter segurança razoável de que o saldo do patrimônio líquido contábil está livre de distorção relevante. Uma auditoria envolve a realização de procedimentos para obtenção de evidência de auditoria a respeito dos valores contabilizados. Os procedimentos selecionados dependem do julgamento do auditor, incluindo a avaliação dos riscos de distorção relevante no patrimônio líquido contábil, independentemente se causada por fraude ou erro. Nessa avaliação de riscos, o auditor considera os controles internos relevantes para a elaboração do balanço patrimonial da Empresa para planejar os procedimentos de auditoria que são apropriados nas circunstâncias, mas não para fins de expressar uma opinião sobre a efetividade desses controles internos da Empresa. Uma auditoria inclui também a avaliação da adequação das práticas contábeis usadas e a razoabilidade das estimativas contábeis feitas pela administração.

6                                         Em razão das limitações inerentes de auditoria, juntamente com as limitações inerentes de controle interno, há um risco inevitável de que algumas distorções relevantes possam não ser detectadas, mesmo que a auditoria seja adequadamente planejada e executada de acordo com as normas de auditoria. Em nossa avaliação de risco, consideraremos o controle interno relevante para a elaboração do balanço patrimonial da Empresa, para planejar procedimentos de auditoria que são apropriados nas circunstâncias, mas não para fins de expressar uma opinião sobre a eficácia do controle interno da Empresa. Entretanto, comunicaremos por escrito quaisquer deficiências significativas no controle interno relevantes para o balanço patrimonial que identificarmos durante a auditoria. Esse relatório é de uso exclusivo da administração.

7                                         O balanço patrimonial a ser submetido à auditoria é preparado sob responsabilidade da administração. A administração é responsável pela elaboração e pela adequada apresentação do balanço patrimonial de acordo com as práticas adotadas no Brasil e pelos controles internos necessários para permitir que o balanço patrimonial esteja livre de distorção relevante, independentemente se causada por fraude ou erro. A contratação de serviços de auditoria do balanço patrimonial e a emissão do laudo de avaliação do patrimônio líquido contábil não desobriga a administração de cumprir essa responsabilidade. Adicionalmente, a administração é responsável por disponibilizar ao auditor acesso a todas as informações relevantes de que a administração tem conhecimento para a elaboração do balanço patrimonial, como registros, documentação e outros assuntos, além de informações adicionais que o auditor pode solicitar da administração para fins de auditoria e acesso irrestrito a pessoas da Empresa que o auditor determina ser necessário para obter evidência de auditoria.

8                                         Conforme requerido pelas normas de auditoria, indagaremos da administração e de outras pessoas da Empresa sobre as afirmações constantes do balanço patrimonial e a eficácia dos controles internos, associados às operações, aos registros e aos relatórios financeiros. As normas de auditoria também estabelecem que devemos obter uma carta de representação da alta administração, inclusive do diretor-presidente, sobre temas significativos e afirmações básicas em relação ao laudo de avaliação do patrimônio líquido contábil. Adicionalmente, a administração concorda em informar fatos que podem afetar o laudo de avaliação do patrimônio líquido contábil dos quais tomou conhecimento durante o período entre a data do laudo de avaliação do patrimônio líquido contábil e a data em que o laudo foi disponibilizado. Os resultados de nossos testes de auditoria, as respostas às nossas indagações e as manifestações escritas da administração constituirão as evidências nas quais pretendemos depositar nossa confiança ao formarmos

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nossa conclusão expressa no laudo de avaliação do patrimônio líquido contábil.

9                                         A responsabilidade primária na prevenção e detecção de erros e fraudes é da administração da Empresa. Dessa forma, uma estrutura eficaz de controles internos reduz a possibilidade de que estes venham a ocorrer ou, no mínimo, contribui para que sejam detectados, tanto pelos administradores como pelos auditores independentes.

10                                  Consequentemente, apesar de não podermos garantir sua detecção, nossos trabalhos são planejados e executados para obtermos segurança razoável, mas não absoluta, de que eventuais erros ou fraudes que possam ter efeito relevante no balanço patrimonial sejam detectados. A auditoria está baseada no conceito de testes por amostras dos dados sob exame e, assim, está sujeita a limitações; portanto, erros e fraudes que possam ter efeitos diretos no balanço patrimonial podem eventualmente não ser detectados. Por outro lado, a consideração dos sistemas de controle existentes não será suficiente para permitir-nos atestar a segurança e a eficácia dos controles internos associados às operações, aos registros e aos relatórios financeiros.

11                                  Nosso exame não incluirá uma auditoria detalhada de transações na extensão necessária para detectarmos erros e fraudes que não produzam efeitos relevantes no patrimônio líquido contábil; entretanto, caso cheguem a nosso conhecimento, comunicaremos a V.Sas. Nesse contexto, o conceito de relevância é considerado em relação ao patrimônio líquido contábil e não por seu efeito absoluto ou isolado.

12                                  Caso V.Sas. tenham a intenção de publicar ou reproduzir nosso laudo de avaliação do patrimônio líquido contábil, seja em formato impresso ou eletrônico (por exemplo, em um site da Internet), ou mesmo fazer outro tipo de referência à PwCAI em documento que contenha outras informações, fica mutuamente acordado que será fornecida por V.Sas. uma minuta do mencionado documento para nossa leitura, apreciação e aprovação antes que este seja distribuído a terceiros (órgãos reguladores, bolsas etc.) e o laudo seja nele incluído. Enfatizamos que nosso laudo deve sempre ser reproduzido de forma completa, inclusive os anexos.

13                                  O exame será conduzido com o objetivo principal de emitir laudo de avaliação do patrimônio líquido contábil, em conexão com a incorporação da Empresa pela Fibria Celulose S.A. e não será planejado ou conduzido para atender outras transações ou expectativas específicas de terceiros; em consequência, assuntos de possível interesse particular de terceiros podem não ser especificamente tratados. Podem existir assuntos que seriam avaliados de forma diferente por terceiros, possivelmente em conexão com uma outra transação em particular.

14                                  Os papéis de trabalho e arquivos por nós criados no decorrer de nosso exame de auditoria, inclusive os documentos e os arquivos eletrônicos, são propriedade exclusiva da PwCAI, consoante as normas que regulam o nosso exercício profissional.

15                                  Ao assinar esta carta de contratação, a Empresa concorda em reembolsar a PwCAI de quaisquer gastos em que esta incorrer decorrentes de reclamações advindas de terceiros e que estejam relacionadas com o trabalho de auditoria executado a pedido da Empresa, desde que não decorram de ato ilícito ou descumprimento de normas profissionais por parte da PwCAI.

16                                  A PwCAI responderá integralmente perante a Empresa por quaisquer danos causados a Empresa decorrentes de atos ilícitos praticados por seus representantes ou por quaisquer descumprimentos das

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normas profissionais que regulam o exercício profissional do contador, no limite do montante dos honorários profissionais recebidos.

17                                  A PricewaterhouseCoopers refere-se ao conjunto global de firmas PricewaterhouseCoopers, cada uma delas constituindo uma pessoa jurídica totalmente autônoma e independente, organizadas como um network (rede) de sociedades. Em razão desse network , informações de propriedade da PricewaterhouseCoopers obtidas ou não de seus clientes, na medida em que sejam necessárias para a execução de qualquer serviço contratado à PwCAI, poderão ser compartilhadas entre as firmas PricewaterhouseCoopers, mantendo-se a confidencialidade destas. Assim, em V.Sas. concordando com os termos da presente contratação, estarão igualmente concordando que as diversas firmas PricewaterhouseCoopers compartilhem entre si informações, inclusive relacionadas a V.Sas.

18                                  Não obstante o contido no parágrafo precedente, durante a realização dos serviços de auditoria, a PwCAI poderá, a seu critério, utilizar recursos de outras sociedades e empresas integrantes da rede mundial PricewaterhouseCoopers (“Outra(s) Firma(s) PricewaterhouseCoopers”). Todavia, a responsabilidade pela elaboração e emissão dos relatórios referentes a esta carta de contratação é e continuará sendo exclusivamente da PwCAI, e V.Sas. concordam, nos termos aqui dispostos, a não ajuizar qualquer demanda (por disposições contratuais, cíveis ou outra) contra qualquer Outra(s) Firma(s) PricewaterhouseCoopers ou contra os seus respectivos sócios, funcionários e prepostos em relação aos serviços de auditoria objeto da presente carta de contratação. Qualquer profissional de Outra(s) Firma(s) PricewaterhouseCoopers envolvido na prestação dos serviços previstos nesta carta de contratação atuará apenas em nome da PwCAI. A PwCAI assume a responsabilidade integral e exclusiva pelas ações dos profissionais de Outra(s) Firma(s) PricewaterhouseCoopers por esta envolvidos na execução dos serviços previstos neste instrumento na forma prevista no parágrafo 16.

19                                  Conforme é do conhecimento de V.Sas., encontram-se em vigor diversas normas visando o combate a crimes de lavagem de dinheiro e disposições afins, dentre as quais as leis 9.613/98 e 12.683/12, que determinam que auditores, assessores e consultores contábeis, tributários e empresariais ficam obrigados a comunicar ao Conselho de Controle de Atividades Financeiras - COAF acerca de quaisquer das circunstâncias mencionadas nas leis citadas e regulamentos aprovados pelo COAF e/ou demais órgãos reguladores das atividades profissionais exercidas pela PwCAI. Desta forma, V.Sas. declaram-se cientes das disposições das referidas leis, assim como das obrigações de comunicação a que está sujeita a PwCAI nos termos dos referidos diplomas legais, comunicações essas que, caso sejam necessárias de serem feitas pela PwCAI, não constituem e não constituirão violação ao dever de sigilo profissional e/ou contratual a que igualmente está sujeita a PwCAI.

20                                  No decurso de nossos trabalhos é comum que desenvolvamos softwares, incluindo planilhas de cálculo, documentos, bases de dados e outras ferramentas eletrônicas como material de apoio à sua consecução. Em alguns casos, é possível disponibilizarmos esses instrumentos à Empresa, assim como dados e documentos, mediante solicitação formal. Considerando que essas ferramentas foram especificamente desenvolvidas para atender a nossos próprios objetivos, sem levar em conta, portanto, quaisquer outros objetivos para os quais a Empresa possa usá-los, estas serão disponibilizadas de forma não customizada, para uso exclusivo da Empresa e não deverão ser entregues nem compartilhadas com terceiros. Dessa forma, a nós não poderão ser imputadas responsabilidades em relação à suficiência ou adequação das ferramentas de software para nenhum objetivo para o qual a Empresa venha a utilizá-las. Qualquer ferramenta específica de software desenvolvida para a Empresa será objeto de uma carta de contratação em separado.

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21                                  No decorrer de nossos trabalhos, é possível que, à guisa de agilidade, comuniquemo-nos com V.Sas. por meio eletrônico. No entanto, como é do conhecimento de V.Sas., não se pode garantir que a transmissão eletrônica de informações seja segura ou livre de erros, podendo as mencionadas informações ser interceptadas, danificadas, extraviadas, destruídas, chegar com atraso ou incompletas ou ainda ser afetadas de forma adversa ou não apresentar segurança de uso.

22                                  Nossos honorários são estimados com base no tempo gasto pelo pessoal alocado ao trabalho. As taxas horárias individuais variam de acordo com o nível de responsabilidade envolvido e a experiência e a habilidade necessárias.

23                                  Estimamos que nossos honorários para este trabalho de auditoria totalizarão R$ 95.000,00 (noventa e cinco mil reais), líquidos de quaisquer impostos, taxas, contribuições e demais encargos que incidam sobre os serviços contratados, além das despesas que viermos a incorrer. Essa estimativa leva em consideração o nível combinado de preparação e assistência do pessoal da Empresa; caso não nos seja prestada essa assistência ou ocorram outras circunstâncias que resultem em aumento do tempo real em relação ao estimado, levaremos o fato ao conhecimento da administração.

24                                  Os honorários deverão ser pagos em uma única parcela com vencimento para o dia 1 ° de outubro de 2017. A fatura apresentada será considerada devida quando emitida.

25                                  Nossos honorários pressupõem o seguinte:

(a)                                 O apoio do pessoal da Empresa, com vistas à preparação prévia de análises (pedidos de análises) e conciliações de contas, necessárias para o processo de fechamento das contas e preparação do balanço patrimonial, indispensáveis para o exame de auditoria, além de identificação e separação de documentos em arquivo e fornecimento de informações em resposta a nossas indagações. Cabe ressaltar que o preenchimento correto e completo dos pedidos de análises (a serem entregues com antecedência), de forma tempestiva, é de fundamental importância para que nossos trabalhos se realizem de maneira eficiente e conforme o orçamento de horas proposto. O processo que adotamos, de solicitar aos nossos clientes a preparação de tais análises e demonstrações, torna-se realmente vantajoso e econômico, pois nosso tempo pode ser dedicado exclusivamente à revisão das informações e dos dados relativos às contas, e não à sua compilação.

(b)                                 Consultas extraordinárias que envolvam nossos departamentos especializados ou serviços especiais serão objeto de notas de honorários em separado das parcelas anteriormente referidas, após a apreciação e a aprovação prévia de V.Sas.

(c)                                  As despesas com transporte (aéreo ou terrestre), estadas, refeições, telefonemas, fax, passagens terrestres, quilometragem etc. serão cobradas em separado, periodicamente e por meio de notas de débito, ao custo.

(d)                                 Os honorários serão objeto de revisão pelas partes sempre que houver um desequilíbrio contratual em razão de alterações no ambiente econômico-financeiro do País, ou, ainda, em caso de aumento do escopo dos serviços ora contratados, o qual será formalizado, por escrito, mediante instrumento de aditivo assinado por ambas as partes.

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(e)                                  O valor dos nossos honorários não inclui impostos, taxas, contribuições e demais encargos que incidam sobre os serviços contratados, os quais serão acrescidos nas parcelas a serem faturadas, conforme legislação vigente na data da emissão de cada fatura.

26                                  A Empresa efetuará o pagamento até o dia previsto do seu vencimento. Em havendo atraso no pagamento, a Empresa, de pleno direito, será constituído em mora e ficará obrigado no pagamento do valor em atraso, acrescido da multa de 2% (dois por cento), juros moratórios de 1% (um por cento) ao mês, além de correção monetária “pro rata die” pelo Índice Geral de Preços de Mercado — IGPM, publicado pela Fundação Getúlio Vargas. O atraso no pagamento permitirá à PwCAI, a seu critério e sem prejuízo da possibilidade de rescisão da presente contratação, suspender a prestação dos serviços até a regularização do pagamento, mediante comunicação expressa a Empresa, situação, esta, que não dará ensejo a qualquer reclamação da Empresa quanto aos prazos contratuais, que serão postergados por quantos dias forem o do atraso aqui mencionado.

27                                  Qualquer serviço adicional eventualmente solicitado por V.Sas. e que aceitemos prestar será objeto de contratação por escrito, em separado.

28                                  Desejamos prestar-lhes, de forma recorrente, serviços de alta qualidade que satisfaçam suas necessidades. Se, em qualquer momento, V.Sas. desejarem analisar com nossos profissionais alguma forma de melhoria de nossos serviços, ou se não concordarem com algum aspecto neles observado, solicitamos a gentileza de levar o fato imediatamente ao conhecimento do sócio responsável. Se, por algum motivo, V.Sas. preferirem analisar esses aspectos com outras pessoas, poderão entrar em contato com Marco Castro, líder de Auditoria Brasil (telefone 11 3674 2000). Dessa forma, podemos assegurar que V.Sas. serão atendidos com a devida atenção e no momento correto.

29                                  Independentemente disso, nossa organização conta com um sistema de monitoramento da satisfação de seus clientes por meio de entrevistas e questionários, apresentados por amostragem a cada ano.

30                                  O acordo formalizado nesta carta será regido e interpretado na forma do disposto nas leis do Brasil, ficando pelo presente acertado e aceito, em caráter irrevogável, o foro de São Paulo para dirimir qualquer reclamação, litígio ou controvérsia, incluindo, sem limitações, as reclamações de compensação ou contra demandas originadas ou relacionadas com este contrato. Cada uma das partes renuncia, em caráter irrevogável, à formulação de qualquer queixa de que a ação foi instaurada em uma jurisdição não aplicável ou que tais tribunais não são competentes.

31                                  Solicitamos a gentileza de acusar o recebimento desta carta e expressar seu “de acordo” com os termos de nossa contratação, devolvendo-nos a cópia aqui anexada com sua assinatura aposta no espaço a seguir reservado. Caso o “de acordo” não possa ser dado nos próximos 30 dias, reservamo-nos o direito de rever os prazos, os termos e outras condições desta carta de contratação.

32                                  Caso V.Sas. necessitem de informações adicionais ou desejem discutir mais detalhadamente os termos de nossa contratação, estaremos à disposição para prestar-lhes os esclarecimentos necessários.

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Atenciosamente,

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

Luciano Jorge Moreira Sampaio Junior

Contador CRC 1BA018245/O-1 “S” SP

De acordo:

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FIBRIA CELULOSE S.A.

Publicly-Held Company

CNPJ/MF N.º 60.643.228/0001-21

NIRE 35.300.022.807 – CVM Code 12793

MANAGEMENT’S PROPOSAL FOR THE SPECIAL SHAREHOLDERS’
MEETING

TO BE HELD ON

DECEMBER 18, 2017

EXHIBIT II

INFORMATION REQUESTED PURSUANT TO THE PROVISIONS OF
ARTICLE 20-A OF ICVM 481/09 AND ARTICLE 12 OF ICVM 565/15

1.               Protocol and justification of the transaction, pursuant to the provisions of articles 224 and 225 of Law No. 6.404, of 1976

The Protocol is available to the shareholders for consultation at the Company’s head offices and on the Company’s ( http://fibria.infoinvest.com.br), B3’s (http://www.b3.com.br) and CVM’s (http://www.cvm.gov.br) websites, in the category “Shareholders’ Meeting”, Species “AGE”, type “Protocol and Justification of Merger, Spin-Off or Consolidation”.

2.               Other agreements, contracts and pre-contracts regulating the exercise of voting rights or the transfer of shares issued by the surviving or resulting companies, filed at the company’s head offices or to which the company’s controlling shareholder is a party.

There is currently a shareholders’ agreement filed at the principal place of business of the Company executed between BNDES Participações S.A. — BNDESPAR and Votorantim Industrial S.A. on October 29, 2009 and amended on October 29, 2017.

The shareholders’ agreement governs the relationship of the parties in the capacity as shareholders of the Company, including rules on the Company’s management, the exercise of voting rights in certain matters and on the transfer of linked shares.

The shareholders’ agreement and the amendment thereto are available to the shareholders for consultation at the Company’s head offices and on the Company’s ( http://fibria.infoinvest.com.br), B3’s (http://www.b3.com.br) and CVM’s (http://www.cvm.gov.br) websites.

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3.               Description of the transaction, including:

a. Terms and conditions

The Merger is inserted in the context of reorganization of the Company’s and of the Absorbed Company’s business, seeking to redistribute their assets, liabilities and projects so as to always perfect their capital and management structure and, at the same time, to permit a more efficient relocation of these assets and liabilities.

Further information on the terms and conditions of the Merger are found in the Protocol.

b. Obligations to indemnify:

i. The managers of any of the involved companies

ii. In case the transaction is not implemented

The Merger doesn’t contemplate any obligation to indemnify the involved companies’ managers. In addition, there is no obligation to indemnify due to lack of implementation of the Merger.

c. Comparative table of the rights, benefits and restrictions of the shares of the involved or surviving companies, before and after the transaction

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After the Merger:

Since the Absorbed Company will be extinguished by means of the Merger, there is no rights, benefits and restrictions of the Absorbed Company’s shares after the Merger.

With relation to the Company, the Merger will not imply in any modification in rights, benefits and restrictions of the shares issued by the Company.

d. Any need for approval by debentureholders or other creditors

In accordance with the transactions of issue of Agribusiness Receivables Certificates, backed by bonds issued by the Company, there is no contractual provision determining the need for prior approval by holders of these bonds to implement the Merger into the Company, but only subsequent communication, in case the event is approved by the Company’s Shareholders’ Meeting.

The Company has obtained the prior consent from Brazilian Economic and Social Development Bank — BNDES (“BNDES”), Banco do Brasil S.A. (“BB”) and Superintendência de Desenvolvimento do Centro Oeste (“SUDECO”) to perform the Merger transaction, as required in certain financing agreements executed by the Company or by the Absorbed Company with such banks.

With respect to the other agreed debts, no requirement for request of prior consent of the creditors for implementation of the Merger by the Company and/or by the Absorbed Company has been identified, it being understood that only a communication of the event is necessary.

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e. Elements of assets and liabilities that shall comprise each installment of equity in case of spin-off

Not applicable.

f. Intention of the surviving companies to obtain registration as securities issuer

Not applicable, because the Company is already a company registered with the CVM as a category “A” securities issuer.

4.               Plans for conduct of the corporate business, particularly as regards specific corporate events that are intended to be carried out

Not applicable.

5.               Analysis of the following aspects of the transaction:

a. Description of the main expected benefits, including:

Considering that the Company and the Absorbed Company are companies that belong to the same economic group, the Merger shall bring benefits to the Company of an administrative, economic and financial nature, such as, for example:

(i)         rationalization and simplification of the equity structure and, consequently, consolidation of and reduction in combined operating costs and expenses;

(ii)        the combination of the corporate resources and equity involved in the transaction of the Company and the Absorbed Company shall enable a better management of transactions, assets and cash flow, thus resulting in optimization of the use of the operating and financial resources and, consequently, in the obtainment of better benefits for the corporate activities carried out by the Company and the Absorbed Company; and

(iii)      the increased operating integration between the Company and the Absorbed Company shall enable a better use of existing synergies and the creation of new ways of supplementation of the social activities, in such a manner as to seek the creation of value to the Company and to the Absorbed Company.

i. Synergies

Considering that the Parties are companies that belong to the same economic group, and the Company holds the entire capital stock of the Absorbed Company, the Merger is not expected to generate more synergies than the current synergies.

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ii. Tax benefits

Not applicable.

iii. Strategic advantages

Considering that the Parties are companies that belong to the same economic group, and the Company holds the entire capital stock of the Absorbed Company, the Merger is not expected to generate any strategic advantages other than the benefits presented in item 5.a. above.

b. Costs

The estimated total costs and expenses for carrying out and consummating the Merger, including the fees of legal advisors, appraisers and auditors, and the costs for drawing out and publishing the corporate instruments are not expected to exceed the amount of three million Reais (R$3,000,000.00).

c. Risk factors

Considering that the Company holds the entire capital stock of the Absorbed Company, the Company’s management understands that the Merger does not increase the risk exposure of the Company or the Absorbed Company, and does not have any impact of the risk of the shareholders, investors and interested third parties of the Company.

d. In case of a transaction with a related party, any alternatives that could be used to achieve the same objectives, indicating the reasons why any such alternatives were ruled out.

Considering that the Company and the Absorbed Company are companies that belong to the same economic group, that the Company holds the entire capital stock of the Absorbed Company, and that the purposes of the Merger include but are not limited to the winding-up of the Absorbed Company, the rationalization and simplification of the equity structure and, consequently, consolidation of and reduction in combined operating costs and expenses and better use of the resources of the involved companies, bringing benefits to the companies of an administrative and economic nature, without impairing the proper development of the corporate business, in the management opinion that are no structural alternatives to achieve the same intended results.

e. Exchange ratio

The Merger shall be carried out with no exchange ratio of the shares issued by the Absorbed Company, considering that (i) the Company holds all shares issued by the Absorbed Company,

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and there aren’t any non-controlling shareholders that should migrate to the Company; (i) (sic) the shares issued by the Absorbed Company and held by the Company shall be extinct upon the Merger; (iii) the Merger shall not result in capital increase of the Company; and (iv) the Merger shall not imply the issue of new shares by the Company.

f. In transactions involving controlled companies, controlling companies, or companies under common control

i. Exchange ratio of shares calculated in accordance with article 264 of Law No. 6.404 of 1976

ii. Detailed description of the negotiation process of the exchange ratio and other terms and conditions of the transaction

The Company submitted to the CVM, on October 3, 2017, a consultation petition in respect of the non-justification for the action by CVM to demand the preparation of a valuation report of the net equity, adjusted at market prices, of the Absorbed Company and the Company for purposes of comparison of the exchange ratio established by article 264 of the Corporation Law, because the Company understands that (a) there is no increase in the Company’s capital stock; (b) there is no issue of new shares of the Company; (c) there is no dilution or modification of the equity interest of the Company’s shareholders in connection with the Merger; and (d) the Merger shall not result in any loss to the Company’s shareholders.

By means of Official Letter No. 342/2017/CVM/SEP/GEA-2, dated October 24, 2017, the CVM confirmed the understanding of the Company and, therefore, it is not justified the action by CVM to demand preparing the valuation report of the net equity of the Company and the Absorbed Company at market prices for purposes of calculation of the exchange ratio established by article 264 of the Corporation Law.

iii. In case the transaction was preceded, over the last twelve (12) months, by control acquisition or equity interest acquisition in a control block:

·                   Comparative analysis of the exchange ratio and of the price paid upon the control acquisition

·                   Reasons that justify any differences in valuation in the different transactions

There has been no control acquisition or equity interest acquisition in control block involving the Absorbed Company over the last twelve (12) months.

iv. Justification for why the exchange ratio is on arm’s length basis, with description of the procedures and criteria adopted to ensure the transaction arm’s length basis or, if the exchange ratio is not on arm’s length basis, details on the payment or equivalent measures to ensure appropriate compensation.

Not applicable, given that there is no exchange ratio.

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6. Copy of the minutes of all meetings of the board of directors, fiscal council and special committees at which the transaction was discussed, including any dissenting votes

The minutes of meeting of the Board of Directors of the Company, held on November 16, 2017, which approved the Merger proposal, is available on the electronic page of the CVM and enclosed hereto as Document 01 .

Additionally, the minutes of meeting of the Fiscal Council of the Company, held on November 16, 2017, which recommended the approval of the Merger, is available on the electronic page of the CVM and enclosed hereto as Document 02 .

7. Copy of studies, presentations, reports, opinions or valuation reports of the companies involved in the transaction, made available to the controlling shareholder at any step of the transaction

In addition to being enclosed to the Protocol as Exhibit 10.4, the Accounting Valuation Report is available in the module of periodic and occasional information of the Empresas.NET System on the electronic page of the CVM (http://www.cvm.gov.br), in the category “Economic-Financial Data”, in the type “Valuation Report”.

The Valuation Report shall be also available to the shareholders for consultation at the Company’s head offices and on the electronic pages of the Company ( http://fibria.infoinvest.com.br) and of B3 (http://www.b3.com.br).

7.1 Identification of any conflicts of interest between the financial institutions, companies and professionals that prepared the documents listed in item 7 and the companies involved in the transaction

There are no conflicts of interest.

8. Draft bylaws or amendment to bylaws of the companies resulting from the transaction

There are no amendments to bylaws, considering that the Absorbed Company shall be wound-up as a result of the Merger, and the Merger shall not result in increase in the Company’s capital stock.

9. Financial statements used for purposes of the transaction, in accordance with the specific rule

The financial statements of the Company and the Absorbed Company were excused, in accordance with ICVM 565/15, considering that no dilution shall result from the Merger, given that there shall be no capital increase and, therefore, no new shares shall be issued by the Company in connection with the Merger.

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10. Pro-forma financial statements used for purposes of the transaction, in accordance with the specific rule

The pro-forma financial statements of the Company and the Absorbed Company were excused, in accordance with ICVM 565/15, considering that no dilution shall result from the Merger, given that there shall be no capital increase and, therefore, no new shares shall be issued by the Company in connection with the Merger.

11. Document containing information on the companies directly involved that are not publicly-held companies, including:

a.               Risk factors, as provided for in items 4.1 and 4.2 of the reference form

Considering that the Company holds all shares representing the capital stock of the Absorbed Company, the management understands that the risk factors set forth in the Company’s reference form already include the risk factors applicable to the Absorbed Company.

b.               Description of the main changes in the risk factors occurred during the previous fiscal year, and expectations in relation to any reduction or increase in the risk exposure as a result of the transaction, as set forth in item 5.4 of the reference form

Considering that the Company holds all shares issued by the Absorbed Company, the management understands that there shall be no change in the risk exposure as a result of the Merger of the Absorbed Company into the Company.

c.                Description of its activities, as provided for in items 7.1, 7.2, 7.3 and 7.4 of the reference form

7.1 Provide a summary description of the main activities carried out by the issuer and its controlled companies

The main activity of Fibria-MS Celulose Sul Mato-Grossense Ltda. (“Absorbed Company”) is the production of renewable and sustainable forests, the manufacturing and sale of eucalyptus bleached pulp.

The Company’s business purpose, in accordance with its Articles of Association in effect on the date hereof, encompasses the following activities:

(a)                                 extractive vegetal exploitation relating to own forestation and/or reforestation, as well as the sale and enclosed or derived measures relating to such activities;

(b)                                 provision of services related to the activities listed in sub-item “a” above;

(c)                                  forest production support activity;

(d)                                 manufacturing and sale of pulp and raw materials, related products and byproducts;

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(e)                                  export and import of equipment, machines, goods, inputs and other assets related to pulp and related products manufacturing;

The Absorbed Company represents a production unit of the Surviving Company, located in the City of Três Lagoas, State of Mato Grosso do Sul, with an annual production capacity of 3.25 million tons of market pulp.

7.2. In relation to each operating segment disclosed in the last financial statements of end of fiscal year or in the consolidated financial statements, if any, please indicate the following information

a. products and services sold

The Absorbed Company sells bleached pulp produced from renewable eucalyptus forest on its own or third parties’ forest bases. The pulp bleached eucalyptus pulp is produced from planted eucalyptus trees only. It is a variety of high-quality short-fiber timber pulp. The eucalyptus is a short-fiber timber tree that is usually more appropriate to the manufacturing of toilet paper, coated and non-coated paper for printing and writing, and coated cardboard for packages. The short fibers are excellent for the manufacturing of paper with good capacity for printing, smoothness, brightness and uniformity. The “market pulp” is the pulp sold to paper manufacturers, unlike the pulp produced by an integrated paper manufacturer, made for use in paper production facilities. The “kraft” pulp is the pulp manufactured in a chemical process using sulfate.

b. revenue from the segment and its share in the net revenue of the issuer

Net revenue base date 2016: R$1,740,266 thousand

c. profit or loss from the segment and its share in the net profit of the issuer

Net profit base date 2016: R$337,383 thousand

7.3. In relation to the products and services corresponding to the operating segments disclosed in item 7.2, please describe:

a. characteristics of the production process

The pulp production process may be summarized in 2 steps: forest, with planting of planted and industrial eucalyptus trees, with timber extraction by means of a self-sufficient electricity process known as Kraft Process. It should be pointed out, however, that both operations are vertically integrated. They begin with the production of eucalyptus seedlings, continue with the planting and maintenance of forests, and finish in the pulp production plants after timber extraction, cutting and transportation.

b. characteristics of the distribution process

The pulp distribution process begins with its storage in the shipment sector of the production unit. The product may be sold in the domestic market or proceed for export, and this last one accounts for the majority of the sales of the Absorbed Company. In the pulp distribution process for export, the product is shipped by road, railway and maritime transportations to the export ports (Santos/State of São Paulo), following by maritime transportation to storage terminals abroad.

c. characteristics of the markets in which it operates, especially:

i. market share in each of the markets

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ii. competition conditions in the markets

The global pulp industry is basically divided into two groups of categories of this product: the mechanical one, which is the pulp produced with the use of processes based on mechanic power only, and the chemical one, which encompasses the pulp produced after the chemical treatment of timber splinters and chips with caustic soda. 170 million tons of pulp are produced all over the world every year, of which 84% are chemical pulp, according to market statistics.

In the global market of market pulp, which involves all types of chemical pasta (long and short fiber, bleached and non-bleached), the Surviving Company holds 2.1% of the demand, which totalized approximately 60 million tons in 2016, according to the Pulp and Paper Products Council (PPPC). In the bleached, short-fiber, market pulp segment, the Surviving Company holds 3.9% of the global market (32 million tons/year), and in the bleached eucalyptus pulp segment (23 million tons/year), the market share of Fibria is 5% of the global market, according to the PPPC. PPPC.

The global market of market pulp is significantly fragmented. Therefore, there are several competitors in this market.

d. occasional seasonality

There is market seasonality in relation to both the demand and the supply of pulp.

In relation to the demand, the principal consumers markets tend to reduce the consumption in the vacation/summer periods in the North hemisphere (June to August), as well as in the new year’s period of the Chinese calendar (February to march). In December, the period of the Christmas and New Year’s holidays, the sales also tend to decrease, but in this case the sales are anticipated for November, for the purpose of maintaining the inventories at reasonable levels to handle the end-of-year holidays.

Regarding the supply, the pulp producers schedule annual shutdowns for maintenance of their production units, which tend to take place in a previously established period of the operation schedule of the producers, in view of security rules (annual reviews, usually depending on the operation startup month) and weather conditions, which in this case are specific of each continent. In the South hemisphere, the production shutdowns for maintenance of the plants in which the production units are located tend to occur mainly in the second and third quarters of the year. On the other hand, in the North hemisphere the shutdowns take place during the European and U.S. summer, because the shutdowns of machines are more expensive and unfeasible in the winter in view of the low temperatures.

e. main inputs and raw material, informing:

i. description of the relationships with suppliers, including if they are subject to governmental control or regulations, with indication of the bodies and the respective applicable law

ii. occasional dependence on a few suppliers

iii. occasional volatility in its prices

The main inputs and raw material used by Fibria in its production process are: timber, power, chemicals and water.

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The timber comes from the production of pulp using exclusively eucalyptus grown in its own sustainable forests and from the purchase of timber from third parties.

i. Relationships with suppliers: The Absorbed Company maintains a dedicated organizational structure in all operations that receive this type of supply. These professionals are in charge of maintaining the commercial relationship with the third party producers, ensuring compliance with terms, prices and other relevant topics.

ii. Occasional dependence on a few suppliers: Incentives and partnerships for timber supply are important for the industry development, thus diluting the risks of the operation and the capital employed.

iii. Occasional volatility in its prices: Most agreements of the Absorbed Company are negotiated with pre-fixed prices, restated by largely known indexes (E.g.: Extended National Consumer Price Index (IPCA)). In case of occasional purchases, a basis of historical base prices is used, always comparing the local market and also with specific indexes (E.g.: Cepea-USP).

Out of the total quantity of auto-generated thermal and electric power, 90% came from renewable fuels, like biomass and black liquor, which derive from the pulp production process, and 10% came from non-renewable fuels purchased by the Absorbed Company, such as oil and natural gas. The electricity surplus generation capacity places the Absorbed Company in a position of low risk of exposure to the volatilities of this market. The suppliers of electricity, fuel oils and natural gas are regulated by governmental agencies such as the ANEEL (Brazilian Electric Power Agency) and the ANP (Brazilian Oil Agency). The Absorbed Company itself is subject to the regulation of the ANEEL in relation to its operations with electricity.

Various chemicals are used in the pulp production process. Considering the significant dependence on some of them, the Company has long-term promise of purchase and sale agreements in place with several chemical suppliers. The average term of such agreements is 10 years so as to mitigate this dependency.

Water is an insignificant component of the cost, but essential for the production of pulp and paper. The water used in the Três Lagoas unit comes from the water resources of the Paraná River (MS), which is adjacent to the Absorbed Company’s plant.

7.4. Please clarify if there are customers that account for more than 10% of the total net revenue of the issuer and report:

a. The total amount of revenue from the customer

b. The operating segments affected by the revenues from the customer

Currently, the Absorbed Company has three customers that account for more than 10% of its net revenue. Together, such customers account for approximately 57% of its total net revenue. The top twenty clients account for approximately 98% of its total net revenue. By virtue of a confidentiality agreement between the parties, specific figures per customer cannot be reported.

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As described in section 7.2, the Absorbed Company has only one significant operating business segment relating to the sale of pulp in the global market. The three customers that account for more than 10% of the Company’s total net revenue belong to the Company’s sole operating segment.

d.               Description of the business group in accordance with item 15 of the reference form

The Company and the Absorbed Company both belong to the same business group, and the Company holds all the shares in the capitals tock of the Absorbed Company. Thus, the information relating to its business group blends with the information on the business group to which the Company belongs; such information is available on the websites of the Company (http://fibria.infoinvest.com.br) and in the “Reference Form” section of the Company’s page on the CVM website (http://www.cvm.gov.br).

e.                Description of the capital stock in accordance with item 17.1 of the reference form

The capital stock of the Absorbed Company, fully subscribed and paid up, is six billion four hundred and five million two hundred and thirty-nine thousand eight hundred and eighty-four Reais (R$6,405,239,884.00), divided into six billion four hundred and five million two hundred and thirty-nine thousand eight hundred and eighty-four (6,405,239,884) shares with a par value of one Real (R$1.00) each, all held by the Company, as shown below:

The Absorbed Company has not issued securities convertible into shares.

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12. Description of the capital and control structure after the transaction in accordance with item 15 of the reference form

Absorbed Company :

As the Merger will represent the extinguishing of the Absorbed Company, the six billion four hundred and five million two hundred and thirty-nine thousand eight hundred and eighty-four (6,405,239,884) shares with a par value of one Real (R$1.00) each will be canceled.

Company :

As of the date hereof, the capital of the Company, fully subscribed and paid up, is nine billion seven hundred and forty million seven hundred and seventy-seven thousand one hundred and seventy-nine Reais (R$9,740,777,179.59), divided into five hundred and fifty-three million nine hundred and thirty-four thousand six hundred and forty-six (553,934,646) registered common shares without par value, distributed among the shareholders of the Company as follows:

As the Merger will result in dissolution of the Absorbed Company, all the six billion four hundred and five million two hundred and thirty-nine thousand eight hundred and eighty-four (6,405,239,884) shares with a par value of one Real (R$1.00) each will be canceled.

After the Merger, the capital stock of the Company will continue to be nine billion seven hundred and forty million seven hundred and seventy-seven thousand one hundred and seventy-nine Reais (R$9,740,777,179.59), divided into five hundred and fifty-three million nine hundred and thirty-four thousand six hundred and forty-six (553,934,646) registered common shares without par value, distributed among the shareholders of the Company as follows:

13. Number, class, nature, and type of the securities of each company involved in the transaction which are held by any other companies involved in the transaction or by their related persons, as defined in the rules that govern tender offers

The table below contains the information on the Company and on the Absorbed Company:

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14. Exposure of any of the companies involved in the transactions or of their related persons, as defined in the rules that govern tender offers, in derivatives referenced to securities issued by other companies involved in the transaction

As of the date of disclosure of this Proposal, neither the Company, nor the Absorbed Company nor their related persons are subject to exposure in derivatives referenced to securities of the Company and of the Absorbed Company.

15. Report of all transactions with securities issued by the companies involved in the transaction carried out by the persons listed below in the last six (6) months:

a.                                      Companies involved in the transaction

i.                                          Private purchase transactions

No private purchase transactions have been carried out by the companies involved in the Merger in the last six (6) months.

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ii.                                      Private sales transactions

In the last six (6) months, the Company purchased shares in the market to keep them in treasury and sold shares kept in treasury to the management under the option to purchase shares base on the Stock Option Plan, according the terms and conditions of the Plan, according to the situation, as detailed below:

iii.                                  Purchase transactions in regulated markets

·              Average price

·              Number of shares involved

·              Security involved

·              Percentage in relation to the class and type of security

·              Other relevant conditions

No purchase transactions in regulated markets have been carried out by the companies involved in the Merger in the last six (6) months.

iv.                                   Sale transactions in regulated markets

·              Average price

·              Number of shares involved

·              Security involved

·              Percentage in relation to the class and type of security

·              Other relevant conditions

No sale transactions in regulated markets have been carried out by the companies involved in the Merger in the last six (6) months.

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b.                                      Related parties of the companies involved in the transaction

i.     Private purchase transactions

·              Average price

·              Number of shares involved

·              Security involved

·              Percentage in relation to the class and type of security

·              Other relevant conditions

ii.        Private sale transactions

·              Average price

·              Number of shares involved

·              Security involved

·              Percentage in relation to the class and type of security

·              Other relevant conditions

iii.    Purchase transactions in regulated markets

·              Average price

·              Number of shares involved

·              Security involved

·              Percentage in relation to the class and type of security

·              Other relevant conditions

iv.     Sale transactions in regulated markets

·              Average price

·              Number of shares involved

·              Security involved

·              Percentage in relation to the class and type of security

·              Other relevant conditions

No transactions have been carried out by related parties of the companies involved in the Merger in the last six (6) months.

16. Document by which the Independent Special Committee submitted its recommendations to the Board of Directors, in case the transaction was negotiated under pursuant to CVM Guidance Opinion No. 35 of 2008.

No Special Committee has been established to negotiate the exchange ratio of the shares issued by the Absorbed Company with shares issued by the Company, as the Merger will be carried

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out without such exchange ratio, given that (1) the Company holds all the shares issued by the Absorbed Company and there are no non-controlling shareholders that are to migrate to the Company, (2) the shares in the Absorbed Company will be canceled upon the Merger, (3) accounting entries will be recorded replacing (i) the amounts recorded as investment by the Company with (ii) entries in each of the accounts of the Company’s financial statements corresponding to the Absorbed Company’s accounts, and (4) the Merger will not result in an increase in the Company’s capital stock, as described above.

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FIBRIA CELULOSE S.A.

Publicly-Held Company

CNPJ/MF N.º 60.643.228/0001-21

NIRE 35.300.022.807 – CVM Code 12793

MANAGEMENT’S PROPOSAL FOR THE SPECIAL SHAREHOLDERS’
MEETING

TO BE HELD ON

DECEMBER 18, 2017

EXHIBIT II

INFORMATION REQUESTED PURSUANT TO THE PROVISIONS OF
ARTICLE 20-A OF ICVM 481/09 AND ARTICLE 12 OF ICVM 565/15

Document 1

Minutes of meeting of the Board of Directors of the Company held on

November 16, 2017

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FIBRIA CELULOSE S.A.

(a publicly held company)

CNPJ/MF n.º 60.643.228/0001-21

NIRE 35.300.022.807 | CVM Code n. 12793

MINUTES OF THE ORDINARY BOARD OF DIRECTORS MEETING

HELD ON NOVEMBER 16, 2017

1.               Date, Time and Place : Held on November 16, 2017, at 10:00AM, by videoconference centralized at the headquarters of Fibria Celulose S.A. (“ Company ”), located at Rua Fidêncio Ramos, no. 302, 3 rd  and 4 th  (part) floors, Tower B, Vila Olímpia Corporate Building, Vila Olímpia, in the City of São Paulo, State of São Paulo, CEP 04551-010.

2.               Call notice : Call notice was waived, due to the attendance of all members of the Board of Directors, pursuant to item 6.3 of its Internal Rules.

3.               Attendance : The totality of the sitting members of the Board of Directors, that is, Messrs. José Luciano Duarte Penido (Chairman of the Board); Alexandre Gonçalves Silva, Carlos Augusto Lira Aguiar; Ernesto Lozardo; João Carvalho de Miranda; João Henrique Batista de Souza Schmidt; Marcos Barbosa Pinto; Paulo Fernando Fleury da Silva e Souza; e Raul Calfat.

4.               Meeting Board : Mr. José Luciano Duarte Penido — Chairman of the Board of Directors. and Mrs. Claudia Elisete Rockenbach Leal— Secretary.

5.               Agenda : The members of the Board of Directors will discuss and deliberate about (i)  proposal, to be submited to the special general meeting, to approve the “Protocol and Justification of Merger of Fibria-MS Celulose Sul Mato-Grossense Ltda. into Fibria Celulose S.A.” executed by the management of Fibria-MS Celulose Sul Mato-Grossense Ltda., a limited liability company enrolled with the National Corporate Taxpayers Register (CNPJ) under No. 36.785.418/0001-07, with its articles of incorporation filed with the JUCESP under State Registration (NIRE) No. 35.225.356.634, (the “ Absorbed Company ”), and the management of the Company on November 16, 2017, which reflects the terms of the merger of the Absorbed Company into the Company (the “ Protocol ”); (ii)  proposal, to be submitted to the special general meeting, to approve the ratification of the appointment and engagement by the Company of PricewaterhouseCoopers Auditores Independentes, professional service firm established in the Capital City of the State of São Paulo, at Avenida Francisco Matarazzo, No. 1400, 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torino tower, Água Branca, enrolled with the Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) No. 61.562.112/0001-20, originally registered with the Regional Accounting Council of the State of São Paulo under No. 2SP000160/O-5 (“ Valuation Company ”), as the specialized firm to prepare the book value valuation report on the shareholders’ equity of the Absorbed Company (the “ Book Value Valuation Report ”); (iii)  proposal, to be submitted to the special general meeting, to approve the Book Value Valuation Report; (iv)  proposal, to be submitted to the special general meeting, to approve the merger of the Absorbed Company into the Company, with the resulting extinguish of the Absorbed Company (“Merger”); (v)  proposal, to be submitted to the special general meeting, to authorize the managers to take all actions that may be necessary to give effect to the foregoing resolutions; (vi)  call notice of the Special General Meeting.

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6.               Resolutions: After discussion and analysis of the matters included on the Agenda, the Board members in attendance decided, by unanimous vote, without reservations and/or qualifications, to approve the following:

6.1.                            Approve the proposal, to be submitted to the special general meeting, to approve the Protocol, which states the terms, conditions and clauses of the merger of the Absorbed Company by the Company and which private instrument, signed by the meeting board, it is recorded in the headquarter of the Company;

6.2                               Approve the proposal, to be submitted to the special general meeting, to ratify the appointment and engagement of Valuation Company to prepare the Book Value Valuation Report, according to the article 226 of the Corporate Law;

6.3                               Approve the proposal, to be submitted to the special general meeting, to approve the Book Value Valuation Report prepared by the Valuation Company by the accounting criteria, at the base date September 30, 2017 (“Base Date”), which is the Appendix 10.6 of the Protocol (“Valuation Report”);

6.4                               Approve the proposal, to be submitted to the special general meeting, of the merger of the Absorbed Company into the Company, in accordance with the terms described in the Protocol, with the transfer of the net equity resulting the extinguish of the Absorbed Company.

6.4.1                     Consign that the alteration of the by-laws of the Absorbed Entity and the deliberation of the special general meeting that approve the Merger will just produce its effects on December 31, 2017, inclusive (“Effective Date”). Therefore, the Merger will only produce produce effects (whether civil, corporate, accounting or tax) and shall only become effective upon dissolution of the Absorbed Company, transfer of the equity of the Absorbed Company to the Surviving Company and succession by the Surviving Company in all the assets, properties, rights, claims, powers, immunities, actions, exceptions, duties, obligations, subjections and liabilities, on the Effective Date.

6.4.2                     Since the Surviving Company is, at this date, the owner of one hundred percent (100%) of the shares of the Absorbed Company’s capital stock, the Merger will be effective without increasing the capital of the Company. The effectiveness of the Merger will be granted by means of accounting transactions that will substitute (a) the figures registered by the Company in its financial statements as investment in the Absorbed Company by (b) an allocation line by line of the assets and liabilities to be absorbed.

6.4.3                     According the terms of the Protocol, the Merger will be executed without a substitution relation of the shares issued by the Absorbed Company, since (i) the Company is the owner of all the shares of the Absorbed Company’s capital stock, not existing non-controlling shareholders that should be transferred to the Company; (ii) the shares issued by the Absorbed Company and owned by the Company will be extinguished on the occasion of the Merger; (iii) the Merger will not imply the increase of the capital stock of the Company; and (iv) the Merger will not imply in the issuance of new shares of the Company;

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6.4.4                     On the Effective Date, the Company will succeed the Absorbed Company universally, to all rights, claims, powers, immunities, actions, exceptions, duties, debts, obligations, subjections, liens and liabilities , whether material or immaterial.

6.4.5                     As demonstrated in the Evaluation Report, the Evaluation Company has conclude, based on the work performed, the amount of six billion, eight hundred and twenty-five million, two hundred and twenty-four thousand, six hundred and eight Reais and eighty-six cents (R$6,825,224,608.86) and represents, in all relevant aspects, the accounting value of the net equity of the Absorbed Company to be merger into the Surviving Company.

6.4.6                     Consign that, by means of the Official Letter No. 342/2017/CVM/SEP/GEA-2, dated as of October 24, 2017, the CVM has approved the request presented by the management of the Company to waive the preparation of a valuation report on the net equity of the Company and of the Absorbed Company at market prices for purposes of calculation of a replacement list provided for in art. 264 of the Corporations Law, since (i) the Company is the owner of one hundred percent (100%) of the shares of the Absorbed Company’s capital stock; (ii) the Merger will not result in a capital increase of the Company; and (iii) there will not be any modification on the participation of the shareholders of the Company by means of the Merger.

6.4.7                     According to the articles 136 and 137 of the Corporate Law, the current shareholders of the Company will not have the right of withdrawal as a result of approval of the Merger.

6.5                               Approve the proposal, to be submitted to the special general meeting, to authorize the management of the Company to take all actions that may be necessary to give effect to the resolutions approved by the special general meeting, inclusing, without limitation, sign and execute any and all document and proceed with all registration in the governmental entities and private entities that are necessary to this operation.

6.6                               Approve the call of the special general meeting, to be held on December 18, 2017 to analyze and decide on the items stated on the agenda of this meeting.

7.                                      Closing : There being nothing else to address, the meeting was closed and these minutes were transcribed, read, found to be accurate, approved and signed by all the members of the Board in attendance. Meeting Board: Mr. José Luciano Duarte Penido (Chairman) and Mrs. Claudia Elisete Rockenbach Leal (Secretary). Attendees: Mess. José Luciano Duarte Penido (Chariman of the Board of Directors); Alexandre Gonçalves Silva, Carlos Augusto Lira Aguiar; Ernesto Lozardo; João Carvalho de Miranda (Vice-President of the Board of Directors); João Henrique Batista de Souza Schmidt; Marcos Barbosa Pinto; Paulo Fernando Fleury da Silva e Souza; and Raul Calfat.

São Paulo, November 16, 2017.

We certify that the present minutes are a true copy of the original filed at the Company’s headquarters.

Meeting Board:

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FIBRIA CELULOSE S.A.

Publicly-Held Company

CNPJ/MF N.º 60.643.228/0001-21

NIRE 35.300.022.807 — CVM Code 12793

MANAGEMENT’S PROPOSAL FOR THE SPECIAL SHAREHOLDERS’ MEETING

TO BE HELD ON

DECEMBER 18, 2017

EXHIBIT II

INFORMATION REQUESTED PURSUANT TO THE PROVISIONS OF ARTICLE 20-A OF ICVM 481/09 AND ARTICLE 12 OF ICVM 565/15

Document 2

Minutes of meeting of the Fiscal Council of the Company held on November 16, 2017

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FIBRIA CELULOSE S.A.

(a publicly held company)

CNPJ/MF n.º 60.643.228/0001-21

NIRE 35.300.022.807 | CVM Code n. 12793

MINUTES OF THE FISCALCOUNCIL MEETING

HELD ON NOVEMBER 16, 2017

7.                                      Date, Time and Place : Held on November 16, 2017, at 11:00AM, at the headquarters of Fibria Celulose S.A. (“ Company ”), located at Rua Fidêncio Ramos, no. 302, 3 rd  and 4 th  (part) floors, Tower B, Vila Olímpia Corporate Building, Vila Olímpia, in the City of São Paulo, State of São Paulo, CEP 04551-010.

8.                                      Call notice : Call notice realized in accordance with the item 4.3 of the Internal Rules of the Fiscal Council.

9.                                      Attendance : The totality of the members of the Fiscal Council of the Company: Maurício Aquino Halewicz (Chairman of the Fiscal Council), Gilsomar Maia Sebastião e Domenica Eisenstein Noronha.

10.                               Meeting Board : Mr. Maurício Aquino Halewicz, as the Chairman and Mr. André Luiz Gonçalves, as Secretary.

11.                               Agenda : The members of the Fiscal Council are met to exam and give their opinion about the following proposal to be submitted to the Special General Meeting of the Company (“SGM”‘): (i)  the execution of the “Protocol and Justification of Merger of Fibria-MS Celulose Sul Mato-Grossense Ltda. into Fibria Celulose S.A.” executed by the management of Fibria-MS Celulose Sul Mato-Grossense Ltda., a limited liability company enrolled with the National Corporate Taxpayers Register (CNPJ) under No. 36.785.418/0001-07, with its articles of incorporation filed with the JUCESP under State Registration (NIRE) No. 35.225.356.634, (the “ Absorbed Company ”), and the management of the Company on November 16, 2017, which reflects the terms of the merger of the Absorbed Company into the Company (the “ Protocol ”); (ii)  the ratification of the appointment and engagement by the Company of PricewaterhouseCoopers Auditores Independentes, as the specialized firm to prepare the book value valuation report on the shareholders’ equity of the Absorbed Company (the “ Book Value Valuation Report ”); (iii)  approve the Book Value Valuation Report; (iv)  the merger of the Absorbed Company into the Company, with the extinguish of the Absorbed Company (“Merger”); (v)  issue a report about the merger of the Absorbed Company into the Company .

12.                               Resolutions: After discussion and analysis of the matters included on the Agenda, by unanimous vote, without reservations and/or qualifications, the following was approved:

6.1.                            Give a favorable opinion for the execution of the Protocol, which states the terms, conditions and clauses of the merger of the Absorbed Company by the Company;

6.2                               Give a favorable opinion to ratify the appointment and engagement of Valuation Company to prepare the Book Value Valuation Report, according to the article 226 of the Corporate Law;

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6.3                               Give a favorable opinion for the approval of the Book Value Valuation Report prepared by the Valuation Company by the accounting criteria, at the base date September 30, 2017 (“Base Date”), which is the Appendix 10.6 of the Protocol (“Valuation Report”);

6.4                               Give a favorable opinion of the merger of the Absorbed Company into the Company, in accordance with the terms described in the Protocol, to be submitted to the SGM.

6.5                               Approve the issuance of the report about the merger of the Absorbed Company by the Company, as the Appendix I of this minutes.

7.                                      Closing : There being nothing else to address, the meeting was closed and these minutes were transcribed, read, found to be accurate, approved and signed by all attendees.

São Paulo, November 16, 2017

Meeting Board:

Fiscal Council members:

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FIBRIA CELULOSE S.A.

(a publicly held company)

CNPJ/MF n.º 60.643.228/0001-21

NIRE 35.300.022.807 | CVM Code n. 12793

APPENDIX I OF THE MINUTES OF THE FISCALCOUNCIL MEETING

HELD ON NOVEMBER 16, 2017

REPORT FROM THE FISCAL COUNCIL

The Fiscal Council of FIBRIA CELULOSE S.A. (“ Company ”), in compliance with the applicable laws and stautory rules, in a meeting held on November 16, 2017 at Company’s headquarter, examined the “Protocol and Justification of Merger of Fibria-MS Celulose Sul Mato-Grossense Ltda. into Fibria Celulose S.A.” executed by the management of Fibria-MS Celulose Sul Mato-Grossense Ltda. (“ Fibria-MS ”) and the management of the Company and its appendixes.

Based on the documents examined and the information and clarification given by the management of the Company, give a favorable opinion for the approval, by the shareholders of the Company, to the merger of Fibria-MS into the Company, according to the terms stated in the protocol and justification agreement.

São Paulo, 16 de novembro de 2017.

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PRIVATE INSTRUMENT OF PROTOCOL AND JUSTIFICATION OF MERGER OF FIBRIA-MS CELULOSE SUL MATO-GROSSENSE LTDA. INTO FIBRIA CELULOSE S.A.

executed between

FIBRIA-MS CELULOSE SUL MATO-GROSSENSE LTDA.

in the capacity as Absorbed Company,

and

FIBRIA CELULOSE S.A.

in the capacity as Surviving Company

November 16, 2017

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PRIVATE INSTRUMENT OF PROTOCOL AND JUSTIFICATION OF MERGER OF FIBRIA-MS CELULOSE SUL MATO-GROSSENSE LTDA. INTO FIBRIA CELULOSE S.A.

By this private instrument and on the best terms of the law,

(a) FIBRIA-MS CELULOSE SUL MATO-GROSSENSE LTDA. , a limited liability company, with its principal place of business in the city of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, No. 302, Tower B, 3rd floor, suite 32, Edifício Vila Olímpia Corporate, Tower B, Vila Olímpia, Postal Code 04551-010, enrolled with the National Corporate Taxpayers Register (“CNPJ”) under No. 36.785.418/0001-07 and the articles of incorporation of which are registered with the Commercial Registry of the State of São Paulo (“JUCESP”) under Company Registration Identification Number (“NIRE”) 35.225.356.634, herein represented by its Officers Marcelo Strufaldi Castelli , Brazilian, married, mechanic engineer, bearer of Identity Card R.G. No. 11.778.104-6, issued by SSP/SP, enrolled with the Individual Taxpayers Register of the Ministry of Finance (CPF/MF) under No. 057.846.538-81, and Guilherme Perboyre Cavalcanti , Brazilian, married, economist, bearer of Identity Card - RG No. 04834163-0, issued by IFP-RJ, enrolled with the Individual Taxpayers Register of the Ministry of Finance (CPF/MF) under No. 010.981.437-10; both resident and domiciled in the City and State of São Paulo, with offices at Rua Fidêncio Ramos, No. 302, 3rd floor, Vila Olímpia Corporate Building, Tower B, Postal Code 04551-010, in the same City and State (“ Absorbed Company ”); and

(b) FIBRIA CELULOSE S.A. , a publicly-held corporation, with its principal place of business in the City of São Paulo, State of São Paulo, Rua Fidêncio Ramos, No. 302, 3rd and 4th floors (in part), Vila Olímpia Corporate Building, Tower B, Vila Olímpia, Postal Code 04551-010, enrolled with the National Corporate Taxpayers Registry (CNPJ) under No. 60.643.228/0001-21 and its articles of incorporation duly filed with JUCESP under NIRE 35.300.022.807, registered with the Brazilian Securities Commission (“CVM”) as a publicly-held company category “A” under code 12793, the shares of which are traded in Novo Mercado of B3 S.A. — Brasil, Bolsa, Balcão (“B3”) under code FIBR3, herein represented by its Officers Marcelo Strufaldi Castelli , Brazilian, married, mechanic engineer, bearer of Identity Card R.G. No. 11.778.104-6, issued by SSP/SP, enrolled with the Individual Taxpayers Register of the Ministry of Finance (CPF/MF) under No. 057.846.538-81, and Guilherme Perboyre Cavalcanti , Brazilian, married, economist, bearer of Identity Card - RG No. 04834163-0, issued by IFP-RJ, enrolled with the Individual Taxpayers Register of the Ministry of Finance (CPF/MF) under No. 010.981.437-10; both resident and domiciled in the City and State of São Paulo, with offices at Rua Fidêncio Ramos, No. 302, 3rd floor, Vila Olímpia Corporate Building, Tower B, Postal Code 04551-010, in the same City and State;

Absorbed Company and Surviving Company are hereinafter collectively simply referred to as “Parties” and individually as “ Party ”.

WHEREAS:

(i)                                    the Surviving Company is a publicly-held company category “A” that operates mainly in the industry and commerce, wholesale and retail, of pulp, paper and other by-products, in the exploitation of processing, distribution and commercialization activities of biomass and in the production, distribution and commercialization of energy;

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(ii)                                the Absorbed Company is a limited liability company, whose purpose is (i) the vegetal extractive exploitation relating to reforesting and/or proper reforesting, as well as the sale and tasks associated or derived from such activity; (ii) the provision of services inherent to the activities listed in item (i) above; (iii) the activity to support forest production; (iv) the manufacturing and commercialization of pulp and raw materials, connected products and by-products; (v) the export and import of equipment, machinery, goods, raw materials and other goods relating to the industrialization of pulp and related products; (vi) the production and sale of electric energy; and (vii) the holding of equity interest, as partner or shareholder, in any company;

(iii)                            The Surviving Company is the owner of shares representing one hundred percent (100%) of the Absorbed Company’s capital stock.

(iv)                             subject to certain terms and conditions, the Surviving Company wishes to merge the Absorbed Company, and the Absorbed Company wishes to be merged into the Surviving Company; and

(v)                                 the managements of the Parties believe that the merger of the Absorbed Company into the Surviving Company will benefit the Surviving Company, optimizing its capital and management structure.

NOW, THEREFORE , the parties resolve to execute, pursuant to the provisions of articles 224, 225, 226 and 227 of Law No. 6.404, of December 15, 1976, as amended (“ Corporation Law ”), of articles 1.116 to 1.122 of Law No. 10.406, of January 10, 2002, as amended (“ Civil Code ”), and of the rules contained in CVM Instruction No. 565, of June 15, 2015, as amended, this “Private Instrument of Protocol and Justification of Merger of Fibria-MS Celulose Sul Mato-Grossense Ltda. into Fibria Celulose S.A.”, subject to the terms, clauses and conditions set forth below (“Protocol”):

SECTION 1

SUBJECT MATTER

1.1.                            Transaction . The subject matter of this instrument of Protocol is to consubstantiate the justifications, terms, clauses and conditions of the merger of the Absorbed Company into the Surviving Company, so that, on the Effective Date (as defined below), the Absorbed Company will be dissolved and the Surviving Company will succeed the Absorbed Company, universally, to all rights, claims, powers, immunities, actions, exceptions, duties, debts, obligations, subjections, liens and liabilities owned by the Absorbed Company, pursuant to the provisions of article 227 of the Corporation Law (“ Transaction ”).

SECTION 2

REASONS AND PURPOSES OF THE TRANSACTION, BENEFITS, RISK FACTORS AND COSTS

2.1.                            Reasons and Purposes of the Transaction . In view of the fact that the Parties are companies that belong

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to the same economic group, since the Surviving Company is the owner of the totality of the capital stock of the Absorbed Company, the Transaction will bring administrative, economic and financial benefits to the Parties, which are:

(iv)                                rationalization and simplification of the corporate structure and, consequently, consolidation and reduction of costs and combined operating expenses;

(v)                                   the commingling of the corporate funds and equities involved in the transaction of the Parties will permit a better management of transactions, assets and cash flows, this resulting in optimization of the use of the operating and financial funds and, as a consequence, obtainment of greater benefits to the corporate activities performed by the Parties; and

(vi)                                the greater operational integration of the Parties will permit a better use of already existing synergies and the creation of new forms of supplementation between the corporate activities, so as to seek the creation of value to the Parties.

2.2.                            Risk Factors . In view of the fact that the Surviving Company is the owner of the totality of the capital stock of the Surviving Company, the Parties understand that the Transaction does not increase the risk exposure of the Surviving Company or of the Absorbed Company, and does not affect the risk to the shareholders, to the investors and to the interested third parties of the Surviving Company.

2.3.                            Cost Estimate . The Parties estimate that the total costs and expenses to carry out and implement the Transaction, including the legal advisors’, appraisers’ and auditors’ fees and the costs to prepare and publish the corporate acts shall not exceed the amount of three million Reais (R$3,000,000.00).

2.4.                            Opinion of the Managers . The Parties’ managers understand that the Transaction will bring more rationalization of the activities of the corporate group to which the Parties belong, which fully justifies the Transaction.

SECTION 3

CAPITAL STOCK OF THE PARTIES BEFORE THE TRANSACTION

3.1.                            Composition of the Capital Stock of the Absorbed Company before the Transaction . On the date hereof, the capital stock of the Absorbed Company, wholly subscribed and partially paid in, is six billion, four hundred and five million, two hundred and thirty-nine thousand and eight hundred and eighty four Reais (R$6,405,239,884.00), divided into six billion, four hundred and five million, two hundred and thirty-nine thousand and eight hundred and eighty four (6,405,239,884) shares, with a par value of One Real (R$1.00) each, all of which are owned by the Surviving Company, as informed below:

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3.2.                            Composition of the Capital Stock of the Surviving Company before the Transaction . On the date hereof, the capital stock of the Surviving Company, fully subscribed and paid in, is nine billion, seven hundred and forty million, seven hundred and seventy-seven Reais and fifty-nine cents (R$9,740,777,179.59), divided into five hundred and fifty-three million, nine hundred and thirty-four thousand and six hundred and forty-six (553,934,646) common registered shares, without par value, distributed among the shareholders of the Surviving Company as follows:

SECTION 4

SHARES ATTRIBUTED TO THE HOLDERS OF PREFERRED SHARES AND MODIFICATION OF THE PREFERENCES AND ADVANTAGES

4.1.                            Preferred Shares of the Absorbed Company . There are no preferred shares issued by the Absorbed Company.

4.2.                            Preferred Shares of the Surviving Company . There are no preferred shares issued by the Surviving Company.

4.3.                            Rights, votes and dividends of the shareholders of the Surviving Company . The voting rights, dividends or any other property rights granted to the current shareholders of the Surviving Company

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shall not be changed, comparatively to the political and property advantages of the shares existing before the Transaction.

SECTION 5

CAPITAL STOCK OF THE PARTIES AFTER THE TRANSACTION

5.1.                            Composition of the Capital Stock of the Absorbed Company After the Transaction. Since the Transaction will result in dissolution of the Absorbed Company, all six billion, four hundred and five million, two hundred and thirty-nine thousand and eight hundred and eighty four (6,405,239,884) shares, with a par value of One Real (R$1.00) each will be cancelled.

5.2.                            Composition of the Capital Stock of the Surviving Company After the Transaction . The capital stock of the Surviving Company after the Transaction will remain unchanged, in the amount of nine billion, seven hundred and forty million, seven hundred and seventy-seven Reais and fifty-nine cents (R$9,740,777,179.59), divided into five hundred and fifty-three million, nine hundred and thirty-four thousand and six hundred and forty-six (553,934,646) common registered shares, without par value, without any change in their distribution among the shareholders of the Company, which shall remain as follows:

SECTION 6

RIGHT OF WITHDRAWAL AND REIMBURSEMENT AMOUNT

6.1.                            Right of Withdrawal of the Partners of the Absorbed Company . Since the Surviving Company is the sole partner of the Absorbed Company, there will be no dissenting partner with respect to the resolution of the Absorbed Company approving the Transaction, pursuant to the provisions of article 1.077 of the Civil Code.

6.2.                            Right of Withdrawal of the Shareholders of the Surviving Company . Pursuant to the provisions of article 136 and of article 137 of the Corporation Law, the current shareholders of the Surviving Company will not have the right of withdrawal as a result of approval of the Transaction by the shareholders’ meeting.

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6.3.                            Adjustments of Equity Interests in View of the Exercise of the Right of Withdrawal . Since the current shareholders of the Absorbed Company and of the Surviving Company will have no right of withdrawal, no adjustment of equity interests in view of the exercise of the right of withdrawal will be necessary.

SECTION 7

EXCHANGE RATIO AND NUMBER OF SHARES

7.1.                                      No Exchange Ratio . The Transaction will be conducted without exchange ratio of the shares issued by the Absorbed Company, in view of the fact that (i) the Surviving Company holds all shares issued by the Absorbed Company, and there are no non-controlling partners that shall migrate to the Surviving Company; (ii) the shares issued by the Absorbed Company and held by the Surviving Company will be extinguished on the occasion of the Transaction, according to Section 7.2 below; (iii) the Transaction will not result in a capital increase in the Surviving Company, pursuant to the provisions of Section 12.1 below; and (iv) the Transaction will not imply the issue of new shares by the Surviving Company, pursuant to the provisions of Section 7.3 below.

7.2.                                      Extinguishment of Shares of the Absorbed Company . The Transaction will result in extinguishment of the Absorbed Company and, as a consequence, of all shares issued by the Absorbed Company.

7.3.                                      Inexistence of Shares Issued by the Surviving Company . The Transaction will be conducted without the issue of new shares by the Surviving Company.

7.4.                                      Fractions of Shares of the Surviving Company . Since the Transaction will be conducted without the issue of new shares by the Surviving Company, there will be no fractions of shares to be consolidated.

SECTION 8

CALCULATION OF THE EXCHANGE RATIO FOR COMPARATIVE PURPOSES

8.1.                            Unenforceability of the Exchange Ratio for Comparative Purposes . The Parties understand that the valuation of the net equity of the Surviving Company and of the Absorbed Company is not reasonable for purposes of comparing the exchange ratio contemplated in Article 264 of the Corporation Law, in view of the fact that (i) the Surviving Company is the holder of all shares issued by the Absorbed Company, and there are no no-controlling partners that will migrate to the Surviving Company; (ii) the shares issued by the Absorbed Company and held by the Surviving Company will be extinguished on the occasion of the Transaction; (iii) the Transaction shall not result in any increase in the capital stock of the Surviving Company; and (iv) the Transaction shall not imply the issue of new shares by the Surviving Company. To that effect, the Company filed a consultation letter regarding the non-necessity of action by CVM to demand the preparation of a valuation report on

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the net equity of the Company and of the Absorbed Company at market prices for purposes of calculation of a replacement list provided for in art. 264 of the Corporations Law, and which understanding was confirmed by means of Official Letter No. 342/2017/CVM/SEP/GEA-2, dated as of October 24, 2017.

SECTION 9

EQUITY ELEMENTS ASSETS AND LIABILITIES

9.1.                            Equity Elements Assets and Liabilities . On the Effective Date (as defined below), all equity elements, assets and liabilities, that are part of the Absorbed Company’s equity, including, without limitation, the properties owned by the Absorbed Company listed in Exhibit 9.1 hereto will be transferred to the Surviving Company.

9.2.                            Cancellation of Investment . Upon implementation of the Transaction, the investment of the Surviving Company in the Absorbed Company will be cancelled and substituted by the assets and liabilities that compose the equity of the Absorbed Company, which shall be absorbed by the Surviving Company. The Transaction shall be implemented by means of accounting entries that substitute (i) the amounts registered by the Surviving Company in its financial statements by way of investment in the Absorbed Company for (ii) a line-by-line allocation of the assets and liabilities to be absorbed.

SECTION 10

VALUATION OF THE BOOK VALUE OF THE NET EQUITY OF THE ABSORBED COMPANY TO BE TRANSFERRED TO THE SURVIVING COMPANY

10.1.                     Valuation Company. As set forth in article 226 of the Corporation Law, the Parties engaged PRICEWATERHOUSE COOPERS AUDITORES INDEPENDENTES professional service firm established in the Capital City of the State of São Paulo, at Avenida Francisco Matarazzo, No. 1400, 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torino tower, Água Branca, enrolled with the Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) No. 61.562.112/0001-20, originally registered with the Regional Accounting Council of the State of São Paulo under No. 2SP000160/O-5 (“ Valuation Company ”), for preparation of the valuation report of the book value of the Absorbed Company’ shareholder’s equity (“ Accounting Valuation Report ”).

10.2 Ratification of the Engagement of the Valuation Company . The choice of the Valuation Company to appraise the value of the net equity of the Absorbed Company shall be ratified by the special shareholders meeting of the partner Surviving Company.

10.3 Declaration of the Valuation Company . Pursuant to the provisions of the applicable law, the Valuation Company declared: (i) not to be the holder, directly or indirectly, of any security or derivative referenced in security issued by the Absorbed Company or the Company; (ii) not to be aware of any conflict of interests,

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whether direct or indirect, that reduces its independence required for performance of its duties; and (iii) that the Absorbed Company, the Company, their controlling shareholders, partners, shareholders or managers, did not, in any way: (a) direct, limit, raise difficulties or perform any acts that has or may have compromised the access, use or knowledge of the relevant information, goods, documents or work methodologies for the quality of its respective conclusions, (b) restrict, in any way, its ability to determine the conclusions submitted independently, or (c) determine the methodologies used for preparation of the valuation report of the Absorbed Company’s net equity value to be merged into the Company.

10.4 Valuation Criterion . The net equity of the Absorbed Company was appraised by its book value.

10.5 Base Date . The Parties defined the date September 30, 2017 as the base date for valuation of the net equity of the Absorbed Company (“ Base Date ”).

10.6 Accounting Valuation Report . The Valuation Company prepared the Accounting Valuation Report, which is an integral part of this Protocol as Exhibit 10.6 ., for the purpose of determining, on the Base Date, the book value of the net equity of the Absorbed Company to be merged into the Surviving Company.

10.7 Attributed Value . According to the Accounting Valuation Report prepared by the Valuation Company, the book value of the net equity of the Absorbed Company on the Base Date corresponds to six billion, eight hundred and twenty-five million, two hundred and twenty-four thousand, six hundred and eight Reais and eighty-six cents (R$6,825,224,608.86).

10.8 Equity Changes . The equity changes relating to the net equity of the Absorbed Company that occur between the Base Date and the Effective Date of the Transaction shall be absorbed by the Surviving Company.

SECTION 11

TREATMENT OF THE SECURITIES OF ONE OF THE PARTIES HELD BY THE OTHER PARTY

11.1.                     Treatment of the Shares of the Absorbed Company Held by the Surviving Company . The shares issued by the Absorbed Company and held by the Surviving Company will be extinguished at the time of implementation of the Transaction.

11.2.                     Treatment of the Shares of the Surviving Company Held by the Absorbed Company . The Absorbed Company is not the holder of shares issued by the Surviving Company.

SECTION 12

INEXISTENCE OF CAPITAL INCREASE

12.1.                     Inexistence of Capital Increase in the Surviving Company . The Transaction will not result in capital increase of the Surviving Company, because: (i) upon implementation of the Transaction, the

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investment of the Surviving Company in the Absorbed Company will be cancelled and substituted by the assets and liabilities that compose the property of the Absorbed Company, which shall be absorbed by the Surviving Company; (ii)  the Surviving Company is the holder of all shares issued by the Absorbed Company; (iii) in view of the application of the equity method, the book value of the investment of the Surviving Company in the Absorbed Company corresponds to the full amount of the net equity of the Absorbed Company on the Base Date; and (iv) the Transaction shall not imply any increase in the net equity of the Surviving Company.

SECTION 13

DISSOLUTION OF THE ABSORBED COMPANY

13.1.                     Dissolution of the Absorbed Company . Upon implementation of the Transaction, on the Effective Date (as defined in Section 18.1 below), the Absorbed Company shall be dissolved by operation of law and for all purposes, without the need for liquidation procedure.

SECTION 14

SUCCESSION AND BRANCHES

14.1.                     Succession to Property, Rights and Obligations . On the Effective Date (as defined in Section 18.1 below), the Surviving Company shall succeed the Absorbed Company, universally and without interruption, to all property, rights, claims, authority, powers, immunities, actions, exceptions, duties, obligations, subjections, liens and liabilities of the Absorbed Company, whether equity or non-equity in nature.

14.2.                     Annotation of the Succession . Pursuant to the provisions of article 234 of the Corporation Law, the certificate of merger registered with the Registry of Companies shall be a document appropriate for annotation, in the competent public and private records, of the universal succession of the Surviving Company to all property, rights, claims, authority, powers, immunities, actions, exceptions, duties, obligations, subjections, liens and liabilities of the Absorbed Company.

14.3.                     Business Establishments and branches of the Absorbed Company . On the Effective Date (as defined in Section 18.1 below), within the scope of the Transaction, the Surviving Company shall succeed, without interruption, to all property and rights relating to the business establishments of the Absorbed Company, so that the activities performed by the Absorbed Company in its business establishments and branches shall be exploited, without interruption, by the Surviving Company, in the business establishments and branches as identified below:

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SECTION 15

RIGHT OF THE CREDITORS

15.1.                     Objection to the Transaction . Pursuant to the provisions of article 1.122 of the Civil Code and of article 232 of the Corporation Law, the creditor of the Absorbed Company or of the Surviving Company before the Effective Date of the Transaction and which is adversely affected by conduction of the Transaction may claim annulment of the Transaction in court.

15.2.                     Term for Annulment : Annulment of the Merger shall be requested (i) by the creditors of the Absorbed Company, within the term of ninety (90) days after publication of the corporate acts of the Absorbed Company and of the Surviving Company in the newspapers commonly used by the companies; and (ii) by the creditors of the Surviving Company, within up to sixty (60) days after publication of the corporate acts of the Absorbed Company and of the Surviving Company in the newspapers commonly used by the companies.

15.2.1.                              After elapse of the term referred to in Section 15.2 above, the right to object to the transaction shall be extinguished by peremption.

15.3.                     Consignment, Payment or Guarantee . The consignment in payment or the guarantee of enforcement of illiquid debts adversely affect annulment of the Transaction.

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SECTION 16

COMPETITION DEFENSE AND GOVERNMENT AUTHORIZATIONS

16.1.                     Antitrust Authorities . The implementation of the Transaction will not be subject to analysis by the antitrust authorities, either in Brazil or abroad.

16.2.                     Authorizations of Government Authorities . Implementation of the Transaction will also not be subject to the approval of any other government authority, either in Brazil or abroad.

SECTION 17

CORPORATE ACTS AND AMENDMENT TO THE BY-LAWS

17.1.                     Amendment to the Articles of Association of the Absorbed Company . An amendment to the articles of association of the Absorbed Company shall be conducted to resolve and approve, among other matters: (i) the Protocol; (ii) the Transaction, in accordance with the terms and conditions of this Protocol; and (iii) authorization for the managers to perform all actions required to implement the Transaction.

17.2.                     Special Shareholders’ Meeting of the Surviving Company . A special shareholders’ meeting of the Surviving Company shall be conducted to resolve and approve, the following matters: (i) the Protocol; (ii) ratification of the appointment of the Valuation Company to prepare the Accounting Valuation Report; (iii) the Accounting Valuation Report; (iv) the Transaction; and (v) authorization for the managers to perform all actions required to implement the Transaction.

17.3.                     Amendment to the By-laws of the Surviving Company . Since the Transaction will be carried out without capital increase, there shall be no amendment to the By-laws of the Surviving Company.

SECTION 18

DOCUMENTS AVAILABLE TO THE SHAREHOLDERS

18.1                        Documents . This Protocol and Justification and the Accounting Valuation Report prepared under the terms of the applicable laws shall be made available to the shareholders of the Surviving Company and the partners of the Absorbed Company, as follows:

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To the shareholders of the Surviving Company:

Rua Fidêncio Ramos, No. 302, 3rd and 4th (in part) floors, Edifício Vila Olímpia Corporate, Tower B, Vila Olímpia

São Paulo — SP

Postal Code: 04551-010

To the partners of the Absorbed Company:

Rua Fidêncio Ramos, No. 302, Tower B, 3rd floor, suite 32, Vila Olímpia Corporate Building, Tower B, Vila Olímpia

São Paulo — SP

Postal Code 04551-010

SECTION 18 (sic)

OTHER CONDITIONS APPLICABLE TO THE TRANSACTION

18.1.                     Effective Date . The amendment to the articles of association of the Absorbed Company and the resolution of the special shareholders meeting of the Surviving Company that approves the Transaction shall only become effective on December 31, 2017, included (“ Effective Date ”). Therefore, the Transaction shall only produce effects (whether civil, corporate, accounting or tax) and shall only become effective upon dissolution of the Absorbed Company, transfer of the equity of the Absorbed Company to the Surviving Company and succession by the Surviving Company in all the assets, properties, rights, claims, powers, immunities, actions, exceptions, duties, obligations, subjections and liabilities, on the Effective Date.

18.2.                     Dependent Business . This Protocol is executed in the context of the corporate restructuring of the Surviving Company and of the Absorbed Company, as informed in the preamble hereof. The events described in this Protocol, as well as the other connected matters submitted to the partners or shareholders of the Parties are reciprocally dependent legal transactions, and it is the intention of the Parties that one business be not effective if the others are also not effective.

18.3.                     Implementation of the Transaction . Once the Transaction is approved and, after the Effective Date, the managers of the Surviving Company shall perform all actions, registrations and annotations required for perfect regularization, formalization and implementation of the Transaction and of the provisions of this Protocol.

18.4.                     Costs and Expenses . The Surviving Company shall incur the direct or indirect expenses resulting from execution of this Protocol and from consummation of the Transaction, including, without limitation, expenses with publications, legal and financial advisors, registrations and annotations required.

18.5.                     Taxes . Each of the Parties shall timely pay all taxes levied as a result of the Transaction and for which it is defined as taxpayer by the tax law. In addition, the Parties mutually authorize each other to withhold and pay in the name and on account of the other Party all taxes for which the tax law determines the payment at source.

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18.6.                     Approvals . This instrument of Protocol contains the conditions required by the Corporation Law and by the applicable CVM regulation for the proposed merger of the Absorbed Company into the Surviving Company and it shall be submitted to the shareholders of the Parties for analysis and approval.

18.7.                     Entire Agreement . This instrument of Protocol is the only and entire agreement between the Parties with respect to the Transaction that is the subject matter hereof, replacing and superseding, for all effects, any other documents signed before the date hereof.

18.8.                     Survival of Sections . In case any section, provision, term or condition of this instrument of Protocol be deemed invalid or unenforceable, the other sections, provisions, terms and conditions not affected shall remain valid and in full force.

18.9.                     Exhibits . This private instrument of Protocol contains two (2) exhibits, the numbering of which is attributed according to the section to which such exhibit refers and they are an integral and inseparable part hereof.

18.10.              Applicable Law . This instrument of Protocol shall be governed, construed and applied in accordance with the applicable law of the Federative Republic of Brazil.

18.11.              Jurisdiction . The parties elect the Courts of the Judicial District of São Paulo, State of São Paulo, to settle any matters resulting from this Protocol, hereby waiving any other, however privileged it is or may become.

18.12.              Documents available to the shareholders of the Parties . All documents relating to the Transaction shall be provided to the shareholders of the Parties for consultation.

IN WITNESS WHEREOF, the Parties execute this Protocol in six (6) counterparts of same contents and form, in the presence of the two (2) witnesses identified below.

[Signature page follows]

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(Signature page of the Private Instrument of Protocol and Justification of Merger of Fibria-MS Celulose Sul Mato-Grossense Ltda. into Fibria Celulose S.A., executed by Fibria-MS Celulose Sul Mato-Grossense Ltda. and by Fibria Celulose S.A. on November 16, 2017)

São Paulo, November 16, 2017.

Absorbed Company:

FIBRIA-MS CELULOSE SUL MATO-GROSSENSE LTDA.

Surviving Company:

FIBRIA CELULOSE S.A.

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PRIVATE INSTRUMENT OF PROTOCOL AND JUSTIFICATION OF MERGER OF FIBRIA-MS CELULOSE SUL MATO-GROSSENSE LTDA. INTO FIBRIA CELULOSE S.A.

Exhibit  9.1

List of the properties of Absorbed Entity to be transferred to the Surviving Entity due to the Transaction

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List of the properties of Absorbed Entity to be transferred to the Surviving Entity due to the Transaction