MATERIAL
EVENT NOTICE
This
notice is not an offer to sell or any offer to buy securities in the United
States. Any transactions involving offers of securities referred to in this
notice cannot, and will not, be carried out by VCP, Aracruz or any of their
respective affiliates absent registration or an exemption from
registration. The stock swap merger is being conducted pursuant to
the Brazilian Corporation Law. It involves securities of Brazilian companies and
is subject to disclosure requirements that are different from those of the
United States. The stock swap merger is being conducted pursuant to
exemptions from registration provided under the U.S. Securities Act of 1933, as
amended. The new VCP common shares that will be distributed to Aracruz
shareholders in connection with the stock swap merger, if approved, have not yet
been registered with the Securities and Exchange Commission, or the SEC. If the
stock swap merger is approved, VCP intends to (1) register the new VCP
common shares with the SEC under the U.S. Securities Exchange Act of 1934, as
amended, and (2) submit a listing application to the New York Stock Exchange for
the new VCP ADSs that, in each case, will be distributed to holders of Aracruz
shares and ADSs, respectively, as a result of the stock swap
merger. Neither Aracruz nor VCP or any of their respective affiliates
is asking you to send them a proxy and you are requested not to send a proxy to
Aracruz, VCP or any of their respective affiliates.
Managements
of VOTORANTIM CELULOSE E PAPEL S.A. (“VCP”) and ARACRUZ CELULOSE S.A.
(“Aracruz”), pursuant to applicable laws and further to the joint press release
published on August 21, 2009 (“Release”), hereby inform the market that, after
having convened the Extraordinary General Shareholders’ Meetings (“EGMs”)
referred to in the Release and without having decided on any items of the EGMs’
agendas, the shareholders present at such EGMs decided to suspend them for 48
hours. As a result, the Aracruz EGM shall reconvene, irrespective of
any new notice of meeting, on August 26, 2009, at 11:00 a.m., at Aracruz’s Board
Room located at its headquarters with addresses at Rodovia Aracruz/Barra do
Riacho, km 25, s/nº (Fábrica), in the city of Aracruz, state of Espírito
Santo. The VCP EGM shall also reconvene, irrespective of any new
notice of meeting, on August 26, 2009, at 2:00 p.m., at VCP’s headquarters with
addresses at Alameda Santos, nº 1357, 8º andar, in the city of São Paulo, state
of São Paulo.
Managements
of Aracruz and VCP also inform that the Justice on Duty for the São Paulo State
Court of Appeals, by means of an order dated August 22, 2009 and issued in
connection with an interlocutory appeal filed by ACO Fundo de Investimento
Multimercado - Investimento no Exterior, ruled that the Aracruz and VCP EGMs
scheduled for this 24
th
day of
August of 2009 may occur albeit any decisions approved at such EGMs will be
conditioned upon the rulings of the presiding judge to be randomly chosen to
review the interlocutory appeal.