BAHIA SUL CELULOSE S.A.
Brazilian listed company
CNPJ nº 16.404.287/0001-55
NIRE nº 29.300.016.331
MINUTES OF EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS
DATE, TIME AND PLACE: 17 December 2002, at 2:30 pm, at the company’s head office, Av.
Magalhães Neto s/nº, Bloco B, Sala 121 - Centro Empresarial Iguatemi II, Salvador-Bahia.
PUBLICATIONS: Notices of convocation published in the newspapers "A Tarde", editions of 30
November, and 1 and 2 December 2002, "Gazeta Mercantil", of 2, 3 and 4 December 2002, and “Diário
Oficial do Estado da Bahia” on 30 November, and 3 and 4 December 2002. DOCUMENTS READ:
Proposal by the Board of Directors. PRESENT: Stockholder representing all the shares carrying the right
to vote, and stockholder owning preferred shares not carrying the right to vote. OFFICERS OF THE
MEETING: Chairman, Edivaldo Eduardo dos Santos; Secretary, Luiz Cesar Pizzotti. DECISIONS
TAKEN BY UNANIMOUS VOTE: 1) So as to adapt the company’s by-laws to the provisions of Law
10303 of 31 October 2001, the following proposal by the Board of Directors, with a favorable opinion by
the Supervisory Board, was accepted, to amend the head paragraphs of clauses 11 and 12 of the
bylaws, to the following: “Clause 11: The class A preferred shares shall have the following advantages:
a) priority in reimbursement of capital in the event of liquidation of the company; b) dividend, per
preferred share, at least 10% (ten percent) greater than the dividend attributed to each common share; c)
full sharing in the results of the company, subject to the terms of “b” above; and d) the right to participate
on equal conditions with the common shares in the distribution of profits in the form of bonus in cash or
in any other form, and also in the capitalization of any type of reserve, even a reserve for monetary
adjustment or for revaluation of the assets, subject to the terms of letter “b” above. Sole sub-paragraph –
unchanged”; “Clause 12 – The class B preferred shares shall have the following advantages: a) priority in
the distribution of a minimum dividend of 6% (six percent) per year, calculated on that part of the
registered capital made up of this type and class of share; b) dividend, per preferred share, at least 10%
(ten percent) greater than the dividend attributed to each common share; c) the right to a dividend equal to
that of the common shares, using the preferential dividend for this comparison, and subject to “b” above;
d) priority in the reimbursement of capital in the event of liquidation of the company; e) the right to share
on equal conditions with the common shares in the distribution of profits in the form of bonus in cash or
in any other form, and also in the capitalization of any reserve of any type, even a reserve for monetary
adjustment or revaluation of assets, subject to “b” above; and f) full participation in the company’s
results, in such a way that no other type or class of shares shall have attributed to it superior advantages in
relation to the company’s equity. Paragraphs One and Two – unchanged; To Clause 38,a Paragraph to
be added, under Paragraph Two, renumbering the present Second Paragraph to Third, and the said
Second Paragraph now included to read as follows: “Paragraph Two of Clause 38 – As provided for in
Section 197 of the Corporate Law and its sub-paragraphs, in any business year in which the amount of the
obligatory dividend, calculated in accordance with these bylaws or with Section 202 of that law, exceeds
the realized portion of the net profit for the business year, the General Meeting of Stockholders may, on a
proposal by the management bodies, allocate the excess to constitution of a Future Earnings Reserve.”;
Clause 40 to be redrafted, as follows: “Clause 40 – The financial statements shall obligatorily be audited
by independent auditors registered with the CVM (Comissão de Valores Mobiliários). Such auditors shall
be chosen and/or dismissed by the Supervisory Board, subject, as the case may be, to the terms of
paragraph 2 of Section 142 of the Corporate Law.” Having been read and agreed to, the above was signed
in this summary form by those present. Salvador, 17 December 2002. Edivaldo Eduardo dos Santos,
Chairman of the Meeting; Luiz Cesar Pizzotti, Secretary. The stockholders: P.p. COMPANHIA
SUZANO DE PAPEL E CELULOSE, Edivaldo Eduardo dos Santos, Counsel; Luiz Cesar Pizzotti.
-------------------------------------------------------------------------------------------------------------------------This is a true copy of the original inscribed in the book kept by the company for the purpose.
Luiz Cesar Pizzotti
Secretary