Common use of Capital Increase Clause in Contracts

Capital Increase. up to the fifth (5th) business day after the completion of acquisition of the ARACRUZ SHARES, VCP may call a Special Shareholders’ Meeting in order to pass resolutions on an increase of the capital stock (“AGE Call Notice”) in a minimum amount corresponding to the BNDESPAR Investment plus the VID Investment and the maximum amount of four billion, two hundred and fifty-five million Reais (R$4,255,000,000.00), with the issuance of new common and preferred shares at an issuance price of nineteen Reais (R$19.00) each, determined based on the criterion set forth in article 170, paragraph 1, item III of Law 6404/76 (the “Corporation Law”) for private subscription (the “Capital Increase”). 3.1.7.1. In the event of failure of acquisition of the ARACRUZ SHARES OF ARAINVEST, (i) the BNDESPAR Investment shall be of up to two billion and two Reais (R$2,000,000,002.00), (ii) the amount of the Capital Increase shall be of up to two billion, six million and two Reais (R$2,600,000,002.00), (iii) there shall be no Initial Investment from BNDESPAR and, as a consequence, (iv) there shall be no Additional AFAC, and such possibility shall be reflected in the AGE Call Notice. 3.7.1.2. The price of issuance of the VCP common and preferred shares in the Capital Increase shall be the same. 3.1.7.3. VCP shareholders shall be entitled to preemptive rights to subscribe shares issued in the Capital Increase in the proportion of the number of shares issued by VCP which they own, pursuant to the Corporation Law and according to the shareholding position on the date of publication of the notice to shareholders on the Capital Increase. Such right shall be ensured for the term of thirty (30) days, subject to extension for the time necessary to wait for a statement on the ARAINVEST Tag Along, if such statement was not rendered within the thirty (30) initial days. 3.1.7.4. VID hereby agrees to assign free of charge or to waive its preemptive rights to subscribe VCP shares on behalf of BNDESPAR in the Capital Increase, except for the portion necessary for subscription of the shares corresponding to the full capitalization of the Initial AFAC and, as the case may be, the Additional AFAC or the Initial Investment from BNDESPAR, if such investment has been made after the commencement of the period to exercise the preemptive rights in the Capital Increase. 3.1.7.5. VID hereby agrees to pass a resolution on the Capital Increase in order to permit the Migration. 3.1.7.6. The AGE Call Notice shall include an item that, in compliance with the provisions of article 256, paragraph 1 of the Corporation Law, subjects the Acquisition to ratification by the Special Shareholders’ Meeting of VCP. 3.1.7.7. If necessary, the AGE Call Notice shall include an item to pass a resolution on the increase of limits of the authorized capital determined in article 33 of VCP by-laws, with due regard for the current proportion between common shares and preferred shares set forth in such provision.