MINUTES OF THE REGULAR MEETING

Transcription

1 KLABIN S.A. Publicly Traded Company National Directory of Legal Entities [CNPJ/MF] number / Corporate Registry [NIRE] number MINUTES OF THE REGULAR MEETING DATE, TIME AND PLACE OF THE MEETING On April, the sixteenth (16 th ) day of 2010, at 2:30 p.m., at the registered office of the Company established at Avenida Brigadeiro Faria Lima, no , 5º andar, City of São Paulo, State of São Paulo, on first summons. COMPOSITION OF THE BOARD Chairman: Armando Klabin, Chairman of the Board of Directors. Secretaries: Maria Elizabeth Toledo Pacheco and Joaquim Miró Neto. ATTENDANCE Shareholders representing more than two-thirds of the capital stock with voting rights, according to the Shareholders Attendance Book; Executive Officers; members of the Board of Directors; members of the Statutory Audit Committee and representative of Deloitte Touche Tohmatsu Auditores Independentes, Mr. Gilberto Grandolpho, registered with the Regional Council of Accountancy, São Paulo [CRC/SP] under number /O-5, and Marcos Mihara, registered with the Regional Council of Accountancy [CRC] under number 1-SP /O-4. PRIOR PUBLICATIONS According to the provisions set forth in the Paragraph 5, Article 133 of the Act 6.404/76, the publication of notices was waived. The Notice of Call dated March 29 th, 2010 was published in the Official Gazette of the State of São Paulo and in the newspaper Valor Econômico on March 30 th and 31 st and on April 1 st, The Administration Report, the Financial Statements and the Opinions issued by the Statutory Audit Committee and the Independent Auditors were published in the Official Gazette of the State of São Paulo and in the newspaper Valor Econômico on February 25 th, AGENDA To review the accounts of the Administrators; to examine, discuss and vote the Administration Report, the Financial Statements and the Opinions issued by the Independent Auditors and the Statutory Audit Committee related to the fiscal year concluded on December 31 st, 2009, in addition to the opinion issued the Board of Directors; To decide upon the apportionment of appropriations and distribution of dividends; To elect the members of the Board of Directors; To establish the remuneration of the Administrators;

2 Klabin S.A. 2/7 To elect the members of the Statutory Audit Committee, including the representative of the shareholders that own preferred shares, establishing the corresponding remuneration. The holders of preferred shares shall be allowed to vote in the election of their representative in the Statutory Audit Committee. READING OF DOCUMENTS The reading of documents referred to in the Article 133 of the Act 6.404/76 and the Opinion issued by the Statutory Audit Committee was not required. DECISIONS 1. The following items were approved by unanimity, with abstention of the ones legally impeded: 1.1. The accounts of the Executive Board, the Report of the Administration, the Financial Statements, the Opinions issued by the Statutory Audit Committee and the Independent Auditors regarding the fiscal year concluded on December 31 st, 2009 and the corresponding opinion issued by the Board of Directors The apportionment of appropriations, including the net profit and the amount resulting from realization, in 2009, of its own Revaluation Reserve, appropriated directly in the Accumulated Profits account, according to said Financial Statements, as follows: R$ thousand a) Statutory Reserve...16,645, b) Interim dividends approved by the Board of Directors: in meeting held on May 7 th, 2009: R$ per lot of 1,000 common shares...10,835, R$ per lot of 1,000 preferred shares...21,968, in meeting held on August 11 th, 2009: R$ per lot of 1,000 common shares...15,461, R$ per lot of 1,000 preferred shares...31,346, in meeting held on October 27 th, 2009: R$ per lot of 1,000 common shares...14,342, R$ per lot of 1,000 preferred shares...29,080, SUBTOTAL...123,034, c) Complementary dividends: R$ per lot of 1,000 common shares...18,829, R$ per lot of 1,000 preferred shares...38,172, SUBTOTAL...57,001, TOTAL OF DIVIDENDS...180,036, The total of dividends corresponds to 57% of the net profit of the fiscal year adjusted according to the law.

3 Klabin S.A. 3/7 d) Statutory Reserve for Investments and Working Capital:...137,580, The following shareholders were elected to perform as permanent and substitute members of the Board of Directors until the installation of their successors elected by the Regular Meeting to be held in 2011: i) By means of proposal presented by the controlling shareholder Klabin Irmãos & Cia: Permanent members: Armando Klabin, Brazilian citizen, married, engineer, resident and domiciled at Rua Cosme Velho, no. 778, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number ; Celso Lafer, Brazilian citizen, married, lawyer and university professor, resident and domiciled in the City of São Paulo, State of São Paulo, with business office established at Av. Brigadeiro Faria Lima, no. 1306, 10º andar, bearer of the Identity Card [RG] no , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no ; Daniel Miguel Klabin, Brazilian citizen, married, engineer, resident and domiciled at Rua Cosme Velho, no. 276, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], [CPF/MF] under number ; Israel Klabin, Brazilian citizen, married, engineer, resident and domiciled at Avenida Niemeyer, no. 550, casa 13, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number ; Lilia Klabin Levine, Brazilian citizen, judicially separated, entrepreneur, resident and domiciled at Alameda Franca, no. 692, 10º andar, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], [CPF/MF] under no ; Miguel Lafer, Brazilian citizen, single, of age, chemical engineer, resident and domiciled at Rua Padre João Manoel, no. 493, 20º andar, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with

4 Klabin S.A. 4/7 the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no ; Paulo Sérgio Coutinho Galvão Filho, Brazilian citizen, married, business manager, resident and domiciled at Praça Morungaba, no. 105, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], [CPF/MF] under no ; Pedro Franco Piva, Brazilian citizen, married, lawyer, resident and domiciled at Rua Portugal, no. 372, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no ; Roberto Luiz Leme Klabin, Brazilian citizen, married, lawyer, resident and domiciled at Rua Angra dos Reis, no. 868, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no ; and Vera Lafer, Brazilian citizen, widow, industrialist, resident and domiciled at Rua Bráulio de Mendonça Filho, no. 12, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no Substitute members: Alberto Klabin, Brazilian citizen, married, mechanical engineer, resident and domiciled at Rua Britânia, no. 81, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number , to perform as substitute of the Director Israel Klabin; Amanda Klabin Tkacz, Brazilian citizen, married, business manager, resident and domiciled at Rua Fonte da Saudade, no. 197/401, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of Rio de Janeiro [SSP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number , to perform as substitute of the Director Daniel Miguel Klabin; Edgar Gleich, Brazilian citizen, married, engineer, resident and domiciled at Rua Dr. Renato Paes de Barros, no. 714, conj. 64, Itaim Bibi, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no , to perform as substitute of the Director Roberto Luiz Leme Klabin;

5 Klabin S.A. 5/7 Francisco Lafer Pati, Brazilian citizen, married, lawyer, resident and domiciled at Rua da Consolação, no , apto. 14-B, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], [CPF/MF] under no , to perform as substitute of the Director Vera Lafer; Graziela Lafer Galvão, Brazilian citizen, widow, industrialist, resident and domiciled at Rua Luxemburgo, no. 104, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no , to perform as substitute of the Director Paulo Sérgio Coutinho Galvão Filho; Horácio Lafer Piva, Brazilian citizen, married, economist and engineer, with business address established at Av. Brigadeiro Faria Lima, no. 3600, 5º andar, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no , to perform as substitute of the Director Pedro Franco Piva; Fernando José da Silva, Brazilian citizen, married, accountant and lawyer, resident and domiciled at Rua Copacabana, no. 415, apto. 201, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], [CPF/MF] under no , to perform as substitute of the Director Miguel Lafer; Roberto Klabin Martins Xavier, Brazilian citizen, married, business manager, resident and domiciled at Rua Jerônimo da Veiga, no. 197, apto. 141, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no , to perform as substitute of the Director Lilia Klabin Levine; Wolff Klabin, Brazilian citizen, married, entrepreneur, resident and domiciled at Rua Prudente de Morais, no , apto. 401, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number , to perform as substitute of the Director Armando Klabin. ii) Proposal presented by the shareholder Monteiro Aranha S.A., according to the provisions set forth in the subsection I, Paragraph 4, Article 141 of the Act 6.404/76, in its current wording, owner of twenty percent (20%) of the total of shares with voting rights:

6 Klabin S.A. 6/7 Permanent members: Olavo Egydio Monteiro de Carvalho, Brazilian citizen, divorced, entrepreneur, resident and domiciled at Rua Almirante Alexandrino, no , City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number ; and Rui Manuel de Medeiros d'espiney Patrício, Brazilian citizen, married, lawyer, resident and domiciled at Praia do Botafogo, no. 74, apto.1101, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number Substitute members, respectively: Agilio Leão de Macedo Filho, Brazilian citizen, married, business manager, resident and domiciled at Rua Visconde de Albuquerque, no. 324, apto. 501, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of Paraná [SSP/PR], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no ; Sergio Francisco Monteiro de Carvalho Guimarães, Brazilian citizen, married, economist, resident and domiciled at Rua Capuri, no. 652, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number ) The annual global remuneration of the administrators was established at up to twentythree million Brazilian reais (R$ 23,000,000.00) for the fiscal year of 2010, already considering the variable remuneration, to be divided between the Executive Board and the Board of Directors in meeting of the Board. 4) The following individuals were elected to comprise the Statutory Audit Committee for the fiscal year of 2010: i) By means of proposal presented by the controlling shareholder Klabin Irmãos & Cia:

7 Klabin S.A. 7/7 Permanent members: Luis Eduardo Pereira de Carvalho, Brazilian citizen, married, production engineer, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no , resident and domiciled in the City of São Paulo, State of São Paulo, with business address established at Rua Paes Leme, no. 524, 12º andar, cj. 121, City of São Paulo, State of São Paulo; João Alfredo Dias Lins, Brazilian citizen, married, accountant, resident and domiciled at Av. Afonso de Taunay, no. 116, apto. 301, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no ; Antônio Marcos Vieira Santos, Brazilian citizen, married, economist, resident and domiciled at Rua José Antonio Coelho, no. 603, apto. 21-B, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no Substitute members: Thais Lopes Petrilli Aguiar, Brazilian citizen, married, economist, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under no , resident and domiciled in the City of São Paulo, State of São Paulo, with business address established at Rua Paes Leme, no. 524, 12º andar, cj. 121, City of São Paulo, State of São Paulo, to perform as substitute of the Director Luis Eduardo Pereira de Carvalho. Carlos Alberto Alves, Brazilian citizen, married, business manager, resident and domiciled at Rua República do Peru, no. 72, apto. 1009, City of Rio de Janeiro, State of Rio de Janeiro, bearer of the Identity Card [RG] number , issued by Félix Pacheco Identification Institute, State of Rio de Janeiro [IFP/RJ], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number , to perform as substitute of the Director João Alfredo Dias Lins; Vivian do Valle Souza Leão Mikui, Brazilian citizen, married, lawyer, resident and domiciled in the City of São Paulo, State of São Paulo, with business address established at Rua Dr. Virgílio de Carvalho Pinto, no. 656, City of São Paulo, State of São Paulo, bearer of the Identity Card [RG] number , issued by the Public Safety Department, State of São Paulo [SSP/SP], [CPF/MF] under no , to perform as substitute of the Director Antônio Marcos Vieira Santos.

8 Klabin S.A. 8/7 ii) By means of proposal of the shareholder Monteiro Aranha S.A., according to the provisions set forth in the Article 161, Paragraph 4, a, in fine, owner of twenty percent (20%) of the common shares: To perform as permanent member, Wolfgang Eberhard Rohrbach, German citizen, married, economist, resident and domiciled at Rua Marechal Deodoro, no. 135, apto. 32, City of São Paulo, State of São Paulo, bearer of the Foreigner National Register [RNE] number W K, issued by the Foreigner Services [SE], Maritime, Airport and Border Police Department [DPMAF], Federal Police Department [DPF], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number ; To perform as substitute member, Tania Maria Camilo, Brazilian citizen, single, lawyer, resident and domiciled at Rua da Selva, no. 157, City of Rio de Janeiro, State of Rio de Janeiro, registered with the Brazilian Bar Association, Section of Rio de Janeiro [OAB/RJ] under number , registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number iii) By means of proposal presented by the attending shareholders that own preferred shares without voting rights, representing more than thirty-five percent (35%) of all shares of this type, according to the provisions set forth in the Article 161, Paragraph 4, a : To perform as permanent member, Antonio Gonçalves de Oliveira, Brazilian citizen, married, sociologist, bearer of the Identity Card [RG] number , issued by the Traffic Department, State of São Paulo [Detran/SP], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number , resident and domiciled at Rua Domingos Cordeiro, no. 76, District of Morumbi, City of São Paulo, State of São Paulo. To perform as substitute member, Sueli Reis de Souza, Brazilian citizen, single, lawyer, bearer of the Identity Card [RG] number M995338, issued by the Public Safety Department, State of Minas Gerais [SSP/MG], registered with the Brazilian Treasury Department as an Individual Taxpayer [CPF/MF] under number , resident and domiciled at Rua São Mateus, no. 661, apto. 402, District of São Mateus, City of Juiz de Fora, State of Minas Gerais. The annual global remuneration of the Statutory Audit Committee was established at up to one million, five hundred and fifty thousand Brazilian reais (R$ 1,550,000.00). 5) The documents determined by law will be published in the Official Gazette of the State of São Paulo and in the newspaper Valor Econômico.

9 Klabin S.A. 9/7 6) The publication of these minutes with omission of the signatures of the shareholders is authorized according to the provisions set forth in the Article 130, Paragraph 2 of the Act 6.404/76. DOCUMENTS PRESENTED The Chairman explained that the documents related to the decisions taken were sequentially numbered, authenticated by the board and are filed at the Company. RECORDING AND READING After these minutes were recorded and read, they were approved by the attending shareholders, who signed together with the members of the board. São Paulo, April 16 th, (Signatures) Armando Klabin, Chairman of the Board; Joaquim Miro Neto, Secretary of the Meeting; Maria Elizabeth Toledo Pacheco, Secretary of the Meeting; Klabin Irmãos & Cia. - (signatures) Daro Participações S.A. - (signature) Daniel Miguel Klabin, Chairman; Presh S.A. - (signature) Pedro Franco Piva, Chairman; Dawojobe Participações S.A. - (Signature) Armando Klabin, Chairman; Monteiro Aranha S.A. - By proxy: Gabriela Davoli Gomiero; Daram Participações Ltda. - Daniel Miguel Klabin, Daniel Miguel Klabin; Armando Klabin; GL S.A. Participações (signature) Paulo Sergio Coutinho Galvão Filho; Paulo Sergio Coutinho Galvão Filho; Kla Omega Participações Ltda. - (signature) Pedro Franco Piva; Pedro Franco Piva; Idapar Administração e Participações Ltda. - (signature) Armando Klabin; Glimdas Participações S.A. - (signature) Alberto Klabin; VFV Participações S.A. - (signature) Vera Lafer; AJL Participações Ltda. - (signature) Celso Lafer; Celso Lafer; Caixa de Previdência dos Funcionários do Banco do Brasil By proxy: Vinicius Nascimento Neves; (signatures) Credit Agricole Asset Managment, Vanguard Investment Series, PLC, Vanguard Total International Stock Índex Fund, Norges Bank, Australian Reward Investment Alliance; Abu Dabhi Retirement Pensions and Benefits Trust; Acadian Emerging markets Equity Fund; Acadian Emerging Markets Equity II

10 Klabin S.A. 10/7 (Continuation of signatures placed in the Shareholders Attendance Book of Klabin S.A. at the Regular Meeting held on April 16 th, 2010, at 2:30 p.m.) Fund, LLC; AT & T Union Welfare Benefit Trust; Balentine International Equity Fund Select LP; BGI Emerging Markets Strategic Insights Fund; Caisse de Depot et Placement du Quebec; College Retirement Equities Fund; Dimensional Funds II, PLC; Dimensional Funds PLC; Eaton Vance Tax - Managed Emerging Mkts Fund; Emerging Markets Equity Trust 4; Emerging Mkts Index Non- Lendndable Fund B; Emerging Mkts Strategic Ins Non-Lendable Fund; Emerging Mkts Strat Ins Non- Lendable Fund B; Emerging Mkts Sudan Free Equity Index Fund; Fidelity Fixed-Income Trust: Fidelity S Glob Ex U.S.; IBM Savings Plan; Illinois State Board of Investment; Ishares MSCI Brazil (Free) Index Fund; Ishares MSCI Bric Index Fund; John Hancock Funds II Global Timber Fund; John Hancock Funds II Internat Equity Index Fund; John Hancock Trust International Equity Index Trust A; John Hancock Trust International Equity Index Trust B; Legg Mason Global Funds FCP (Luxembourg); Microsoft Global Finance; Monetary Authority of Singapore; Municipal Emp Annuity and Benf Fund of Chicago; Northern Trust Non-Ucits Common Cont Fund; Northern Trust Quantitative Fund PLC; Pensionskassernes Adm A/S; Schwab Emerging Mkts Equity ETF; SCRI Robeco Inst Emerging Mkts Quant Fonds; Southern CA Edison Co Nuclear Fac Qual CPUC Decom M T; State of California Public Employees Ret System; State of Wisconsin Investment Board Master Trust; Teacher Retirement System of Texas; The Future Fund Board of Guardians; The Master T B of Japan Ltd Re MTBC ; UAW Retiree Medican Benefits Trust; Vanguard Emerging Markts Stock Index Fund; Vanguard FTSE All-World Ex-US Index Fund, A Series Of V; Vanguard Total World Stock Index Fund A Series of V By proxy: George Washington Tenório Marcelino. (signatures) BB Regime Próprio Ações Governança Previdenciário FI; BB Top Ações Small Caps Fundo de Investimento; BrasilPrev Top A Fundo de Investimento em Ações; BB Top Ações Multisetorial Ativo FI; BB Top Ações Ibovespa Indexado FI; BB Top Ações IBRX Indexado FI By proxy: Roy Barbosa de Campos. BNDES Participações S.A. - BNDESPAR By proxy: Igor Pinheiro Moreira; Roberto Luiz Leme Klabin; Miguel Lafer Participações S.A. - (signature) Miguel Lafer; Esli Participações S.A. - (signature) Lilia Klabin Levine. I certify that the text aforementioned is an authentic copy of the of Klabin S.A. held on April 16 th, 2010, at 2:30 p.m., recorded in proper Book. Maria Elizabeth Toledo Pacheco Secretary of the Meeting