Fibria Celulose : Management's Proposal for Shareholder's General Meeting

FIBRIA CELULOSE S.A.

CNPJ NO. 60.643.228/0001-21

NIRE 35.300.022.807

São Paulo, November 01, 2018.

MANAGEMENT'S PROPOSAL

Dear Shareholders,

The Management of FIBRIA CELULOSE S.A. ("Fibria" or "Company"), submits to its shareholders decision, your proposal about the matters to be deliberated on the extraordinary shareholders' meeting ("General Meeting") to be held on December 03, 2018, at 09:30 AM, at the Company's headquarters, under the terms below ("Proposal").

SUMMARY

I. GENERAL CONSIDERATIONS ............................................................................................ 3II. PROPOSAL OF DISTRIBUTION OF INTERIM DIVIDENDS ON AN EXTRAORDINARY

BASIS AGAINST THE AMOUNT OF THE RESERVE FOR INVESTMENTS .............................. 3

III. CONCLUSIONS .................................................................................................................... 5

IV. DISTANCE VOTING BULLETIN ........................................................................................... 6

V. DOCUMENTATION FOR PARTICIPATION IN A MEETING .............................................. 10

VI. DOCUMENTS AND EXHIBITS TO THE PROPOSAL ........................................................ 12

EXHIBIT I - CALL NOTICE ......................................................................................................... 14

EXHIBIT II - FISCAL COUNCIL OPINION ................................................................................. 18

EXHIBIT III - VOTING BULLETING TEMPLATE ....................................................................... 20

I.

GENERAL CONSIDERATIONS

The matter to be examined, discussed and deliberated at the Shareholders' Meeting, in accordance with the following agenda is:

(i) Approve, in accordance with the Management's Proposal and the Opinion of the

Fiscal Council of the Company, the distribution of interim dividends on an extraordinary basis, in the total amount of R$2,783,319,849.66 (two billion seven hundred and eighty-three million three hundred and nineteen thousand eight hundred and forty-nine Brazilian reais and sixty-six centavos ), equivalent to R$5.030371757 per share issued by the Company, to be declared and paid against the Company's account of Reserve for Investments, approved by the Ordinary Shareholders' Meeting held on April 27, 2018 and registered at the

Company's quarterly financial statements of September 30, 2018.

II. PROPOSAL OF DISTRIBUTION OF INTERIM DIVIDENDS ON AN

EXTRAORDINARY BASIS AGAINST THE AMOUNT OF THE RESERVE FOR

INVESTMENTS

In the fiscal year ended on December 31, 2017, the Company posted net income of R$1,085,264,777.21 (one billion eighty-five million two hundred and sixty-four thousand seven hundred seventy-seven Brazilian reais and twenty-one centavos).

The Ordinary Shareholders' Meeting held on April 27, 2018 approved the distribution of R$257,750,384.59 (two hundred and fifty-seven million seven hundred and fifty thousand three hundred and eighty-four Brazilian reais and fifty-nine centavos), as minimum compulsory dividends.

For your references, the Company's financial statements related to the business year ended on December 31, 2017 and the relevant Management's Report, disclosed on January 29, 2018, were drawn up by the Company's Board of Executive Officers, audited by the independent auditors BDO RCS Auditores Independentes S/S and approved bythe Ordinary Shareholders' Meeting held on April 27, 2018. The Company disclosed, on October 24, 2018, its quarterly financial statements related to the 3rd quarter of 2018.

Considering the existing balance in the Company's Reserve for Investments on September 30, 2018, in the amount of R$2,783,319,849.66 (two billion seven hundred and eighty-three million three hundred and nineteen thousand eight hundred and forty-nine reals and sixty-six centavos), and due to the Company's cash generation, the Management proposes the distribution of interim dividends on an extraordinary basis, in the total amount of R$2,783,319,849.66 (two billion seven hundred and eighty-three million three hundred and nineteen thousand eight hundred and forty-nine reals and sixty-six centavos), equivalent to R$5.030371757 per share issued by the Company.

The amount of the dividend per share is subject to a variation derived of adjustments on the balance of treasury shares up to the Extraordinary General Meeting.

The interim dividends will be declared and paid against the Company's account of Reserve for Investments, approved by the Ordinary Shareholders' Meeting held on April 27, 2018 and registered in the Company's quarterly financial statements of September 30, 2018.

The amount to be distributed as interim dividends on an extraordinary basis corresponds to, approximately, 100%(on hundred percent) of the total amount existing in the Company's Reserve for Investments. In this regard, and considering the cash generation of the Company in the fiscal year of 2018, higher than expected, the Management of the Company informs that the distribution of such amount will not cause any adverse effect in its business plan or in its future perspective of investments.

The Management also informs that the approval of the distribution of interim dividends on an extraordinary basis, informed hereto, will not affect the capital expenditure budget approved in the Company's Ordinary Shareholders' Meeting.

The amount declared as dividends will not be subject to monetary restatement or remuneration between the declaration date and the date of effective payment.

Moreover, dividends are exempt from Income Tax, according to articles 10 of Law No. 9.249/95, and 72 of Law No. 12.973/14.

The dividends, if approved, will be paid to shareholders registered as of the close of trading on B3 S.A. - Bolsa, Brasil, Balcão on December 03, 2018 (base date), taking into account trades carried out up to and including this date. The Company shares will be traded "ex-dividend" as from December 04, 2018.

It is also proposed that the declared interim dividends are paid to the shareholders of the Company, in one installment, up to the end of the current fiscal year in a date to be decided by the Shareholders' Meeting.

The shareholders holding shares issued by the Company on the reference date defined by the Shareholders' Meeting shall be entitled to the interim dividends declared, in accordance with the above terms, in the total amount of R$ 2,783,319,849.66 (two billion seven hundred and eighty-three million three hundred and nineteen thousand eight hundred and forty-nine reals and sixty-six centavos), corresponding to 100% (one hundred percent) of the Company's Reserve for Investments.

The Board of Directors approved and the Fiscal Council recommend the approval, on October 31, 2018, the referred Management's Proposal for the distribution of the interim dividends on an extraordinary basis, to be declared and paid against the Company's account of Reserve for Investments, in accordance with the terms established above.

The Exhibit II corresponds to the copy of the Opinion of the Company's Fiscal Council, favorable to the approval of this Managements' Proposal.

III. CONCLUSIONS