FIBRIA CELULOSE S.A.

CNPJ 60.643.228/0001-21 NIRE 35.300.022.807

MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS

Date, time and place: April 28, 2010, at 10:00 a.m., at the Companys headquarters at Alameda Santos, n 1.357, 6th floor, in the City and State of So Paulo. Attendance: Regularly convoked, the following Directors participated in the meeting: Jos Luciano Duarte Penido (Chairman of the Board), Alexandre Gonalves Silva, Alexandre Silva DAmbrsio, Armando Mariante Carvalho Junior (participating by phone), Patrcia Dias Fernandes, Joo Carvalho de Miranda, Jos Armando de Figueiredo Campos, Raul Calfat and Wang Wei Chang. Presiding: Board Chairman Jos Luciano Duarte Penido presided, inviting Carlos Augusto Lira Aguiar to act as secretary for the meeting. Resolutions: I. Risk Management Policy

1.1. The Board debated and approved the Companys Risk Management Policy document as filed in the Boards Office. II. Executive Compensation

2.1. After a presentation on the topic, the Board of Directors approved the Remuneration Policy for the Board of Executive Officers for 2010, including the Variable Remuneration. The LongTerm Incentive Plan (Plano de Incentivo de Longo Prazo - ILP) for the Board of Executive Officers and the respective grants with respect to 2009 for the Officers remaining in their positions at the time the Plan, were also approved. The Board delegated powers to the Human Resources and Compensation Committee (Comit de Pessoas e Remunerao) to establish the benchmarks for the Board of Executive Officers with respect to Variable Remuneration, as well as to conduct the respective annual evaluation. III. Authorization to Sell Property

3.1. Consonant with the provision in article 17, XV of the Bylaws, the Board of Directors authorized the Board of Executive Officers to sell 30 hectares in the Municipality of Aracruz in the state of Esprito Santo, as duly described and characterized in Matrcula 13.182 of the Cartrio do Registro de Imveis de Aracruz/ES, to Imetame Metalmecnica S.A., for R$ 7,350,000.00. 3.2. The Companys Officers are fully authorized to take all actions needed to implement the resolution in item 3.1, and any and all actions taken to date are expressly ratified. Closing: The matters submitted for the deliberation of the Board of Directors being unanimously approved, the meeting was closed upon transcription of these minutes, which are signed by the participants. So Paulo, April 28, 2010. (sig.) Jos Luciano Duarte Penido - Chairman of the Board and Chair of the Meeting; Carlos Augusto Lira Aguiar - Secretary; Alexandre Gonalves Silva; Alexandre Silva DAmbrsio; Armando Mariante Carvalho Junior; Joo Carvalho de Miranda; Jos Armando de Figueiredo Campos; Patrcia Dias Fernandes; Raul Calfat; and Wang Wei Chang. True to the original. Extracted from the document itself. /s/ Carlos Augusto Lira Aguiar Carlos Augusto Lira Aguiar Secretary