SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
WHEREAS on January 19, 2009, Votorantim Celulose e Papel S.A., a publicly-held corporation, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 60.643.228/0001-21 (“VCP”) entered into with the Lorentzen, Moreira Salles and Almeida Braga Families (“Families”) a share purchase agreement (“Families Sales Agreement”) for acquisition of all shares issued by Arapar S.A., a closely-held corporation, with its principal place of business in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Augusto Severo, 8 – 7th floor, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 29.282.803/0001-68 (“Arapar”) and all the shares issued by São Teofilo Representação e Participações S.A., a closely-held corporation, with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida Eusébio Matoso, 891 – 22nd floor, enrolled with the National Corporate Taxpayers Register
INVESTMENT AGREEMENTInvestment Agreement • June 30th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
WHEREAS VCP, through its wholly-owned subsidiary Newark Financial Inc., a company existing according to the laws of the British Virgin Islands, is the indirect owner of one hundred and twenty-seven million, five hundred and six thousand, four hundred and fifty-seven (127,506,457) common shares issued by ARACRUZ CELULOSE S.A., a publicly-held company with its principal place of business in the City of Aracruz, State of Espírito Santo, at Barra do Riacho, no number, km 25, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 42.157.511/0001-61 (“ARACRUZ”), representing approximately twenty-eight point zero three percent (28.03%) of the voting capital of ARACRUZ;
SHAREHOLDERS AGREEMENT OF VOTORANTIM CELULOSE E PAPEL S.A.Investment Agreement • June 30th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
BNDESPAR and VID are hereinafter referred to jointly as “Parties” or “Shareholders”, and individually and indistinctly as a “Party” or a “Shareholder”,
Free translation from Portuguese Exhibit Number: 4.11 BNDESVotorantim Pulp & Paper Inc • June 30th, 2009 • Paper mills
THE NATIONAL BANK OF ECONOMIC AND SOCIAL DEVELOPMENT – BNDES, hereinafter referred to as BNDES, a federal public entity, with its principal place of business in Brasília, Federal District, and offices in this City, at Avenida República do Chile, 100, registered with the National Corporate Taxpayers Register under CNPJ No. 33.657.248/0001-89, by its undersigned representatives;
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
Free translation from Portuguese Exhibit Number: 4.12Votorantim Pulp & Paper Inc • June 30th, 2009 • Paper mills
NATIONAL BANK OF ECONOMIC AND SOCIAL DEVELOPMENT (local acronym BNDES), herein simply referred to as BNDES, a federal state company, with its principal place of business in Brasilia, Federal District, and services in this City, at Avenida República do Chile No. 100, enrolled with the National Corporate Taxpayers Register under CNPJ No. 33.657.248/0001-89, herein represented by its undersigned legal representatives;
