ISSUER:

Fibria Overseas Finance Ltd.

GUARANTOR:

Fibria Celulose S.A.

SECURITY:

4.000% Notes due 2025

RANKING:

The notes and the guarantee will be general unsecured senior obligations and will rank equal in right of payment with all of the Issuer’s and the Guarantor’s existing and future senior unsecured indebtedness, respectively. The notes and the guarantee will be (i) effectively subordinated to all of the Issuer’s and the Guarantor’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness, respectively, and (ii) structurally subordinated to all of the existing and future liabilities of the Guarantor’s subsidiaries (other than the Issuer).

FORMAT:

SEC Registered

CURRENCY:

U.S. Dollars

PRINCIPAL AMOUNT:

U.S.$600,000,000

MATURITY DATE:

January 14, 2025

PRICING DATE:

November 9, 2017

EXPECTED SETTLEMENT DATE*:

November 14, 2017, T+3

COUPON:

4.000%

DAY COUNT:

30/360

INTEREST PAYMENT DATES:

January 14 and July 14, commencing on January 14, 2018

BUSINESS DAY CONVENTION:

Following, unadjusted

ISSUE PRICE:

98.474% of principal amount plus accrued interest, if any, from November 14, 2017

BENCHMARK TREASURY:

UST 2.250% due October 31, 2024

BENCHMARK TREASURY PRICE AND YIELD:

100-10; 2.201%

SPREAD TO BENCHMARK TREASURY:

+204.9 basis points

YIELD TO MATURITY:

4.250%

OPTIONAL REDEMPTION PROVISIONS:

At any time before November 14, 2024 (which is the date that is two months prior to the maturity of the notes, the “Par Call Date”), either the Issuer or the Guarantor may, at its option, redeem the notes, in whole or in part at any time and from time to time, by paying the greater of (i) 100% of the principal amount of the notes and (ii) the applicable “make-whole” amount discounted at the treasury rate plus 30 basis points, in each case, plus accrued and unpaid interest on the principal amount of the notes being redeemed to (but excluding) the date of redemption, as described under “Description of the Notes—Redemption—Optional Redemption” in the Preliminary Prospectus Supplement (as defined below).

On or after the Par Call Date, the Issuer or the Guarantor may, at its option, redeem the notes, in whole or in part at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest on the principal amount of the notes being redeemed to (but excluding) the date of redemption.

See “Description of the Notes—Redemption—Optional Redemption” in the Preliminary Prospectus Supplement.

TAX REDEMPTION PROVISIONS:

The Issuer or the Guarantor may, at its option, redeem the notes, in whole but not in part, at 100% of their principal amount plus accrued and unpaid interest and additional amounts, if any, to the redemption date, upon the occurrence of specified events relating to taxes imposed by Relevant Jurisdictions (as defined in the section headed “Description of the Notes—Payment of Additional Amounts” in the Preliminary Prospectus Supplement). See “Description of the Notes—Redemption—Tax Redemption” in the Preliminary Prospectus Supplement.

GROSS PROCEEDS:

U.S.$590,844,000

EXPECTED RATINGS**:

BBB- (S&P) / BBB- (Fitch)

DENOMINATION:

Minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof

GOVERNING LAW:

State of New York

CLEARING:

The Depository Trust Company

LISTING:

The Issuer will apply to list the notes on the New York Stock Exchange.

CUSIP/ISIN:

CUSIP: 31572UAG1

ISIN: US31572UAG13

JOINT BOOK-RUNNING MANAGERS:

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Mizuho Securities USA LLC

Scotia Capital (USA) Inc.