KLABIN S.A. Open Company - CNPJ/MF no. 89.637.

490/0001-45

MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS

Attendants Daniel Miguel Klabin Pedro Franco Piva Armando Klabin Alberto Klabin Celso Lafer Roberto Klabin Martins Xavier Miguel Lafer Roberto Luiz Leme Klabin Olavo Egydio Monteiro de Carvalho Rui Manuel de Medeiros DEspiney Patrcio Vera Lafer Guests Amanda Klabin Tkacz Eduardo Lafer Piva Agilio Leo de Macedo Filho Joaquim Mir Neto Sergio Francisco Monteiro de Carvalho Guimares Angelo Ricardo Bonasorte Pedro Guilherme Zan EXECUTIVE BOARD Fabio Schvartsman Antonio Sergio Alfano Paulo Roberto Petterle Francisco Csar Razzolini Cristiano Cardoso Teixeira Audit Committee Antonio Gonalves de Oliveira Vivian do Valle Souza Leo Mikui Joo Alfredo Dias Lins Luis Eduardo Pereira de Carvalho Wolfgang Eberhard Rohrbach Independent Auditors Representing Deloitte Touche Tohmatsu Auditores Independentes, Messrs. Gilberto Grandolpho and Roberto Torres dos Santos were present.

Klabin S.A. Minutes of the Extraordinary Meeting of the Board of Directors Held on February 29, 2012, at 2:00 P.M.

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DATE, TIME AND PLACE OF THE MEETING th February 29, 2012, at 2:00 P.M., at Avenida Brigadeiro Faria Lima no. 3,600, 5 floor, in So Paulo/SP. DIRECTION OF WORKS Councilor Daniel Miguel Klabin, Chairman of the Board of Directors, took the direction of the works. AGENDA After confirming that the statutory quorum was present, the acting Chairman declared open the meeting called for manifestation of the Board of Directors on: Management Report; Company Financial Statements, relative to the fiscal year ended on 12/31/2011, comprising Balance Sheet, Income Statement for the Fiscal Year, Statement of the Origin and Application of Funds and Statement of Net Equity Changes, accompanied by the respective Explanatory Notes and Independent Auditors Opinion, as well as the respective Consolidated Financial Statements, comprising the company and its subsidiaries. Since copy of these documents had already been handed to the participants herein, it was dispensed its reading. Destination of funds and distribution of dividends; General Issues

EXAMINATION OF THE AGENDA The Members of the Audit Committee made a few considerations and questions to the Directors on the matters which were the object of the Agenda, being provided the clarifications requested. DELIBERATIONS 1) MANAGEMENT REPORT AND FINANCIAL STATEMENTS The Board of Directors approved the referred to documents, to be submitted for deliberation to shareholders in the Ordinary General Meeting, which documents, after initialed by the Chairman, will remain filed at the Company. Thus, the Chairman submitted for deliberation the proposal to be presented to the Ordinary General Meeting, relative to approval of Management Report and Financial Statements, with the following content:

Klabin S.A. Minutes of the Extraordinary Meeting of the Board of Directors Held on February 29, 2012, at 2:00 P.M.

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MANAGEMENT PROPOSAL Dear Shareholders, The Board of Directors of Klabin S.A. manifests itself in favor of the Management Report and of Companys Financial Statements relative to the fiscal year ended on December 31, 2011 to be submitted to the Ordinary General Meeting: 1. 1.1 Approved by unanimity of votes, with abstention of those legally obstructed: The accounts of the Executive Board, Management Report, Financial Statements and the Opinions of the Audit Committee and Independent Auditors relative to the fiscal year ended on December 31, 2011. The destination of the monies, including the net profit in the fiscal year and the amount resulting from the realization, in 2011, of the reserve for own revaluation, allocated directly to the Retained Earnings account, as shown in the referred to Financial Statements: BRL thousand a) b) c) d) e) Net Profit in the fiscal year ..........................................................................182,721 Constitution of Legal Reserve .........................................................................9,136 Realization of Reserves for Revaluation and Biological Assets Reserve ....180,516 Constitution of Biological Assets Reserve ...................................................178,581 Anticipated dividend, as approved by the Board of Directors: in the meeting of June 21, 2011: BRL 86.51 per lot of 1,000 common shares .............................................27,409 BRL 95.16 per lot of 1,000 preferred shares ............................................54,589 in the meeting of September 22, 2011: BRL 58.22 per lot of 1,000 common shares .............................................18,446 BRL 64.04 per lot of 1,000 preferred shares ............................................36,557 SUBTOTAL ................................................................................................137,001 f) Proposal for complementary dividends: Dividend distributed with Earnings in the Fiscal Year ....................................38,519 Dividend distributed with Reserve for Investments and Working Capital ......41,479 SUBTOTAL ..................................................................................................79,998

1.2

BRL 84.74 per lot of 1,000 common shares .............................................26,848 BRL 93.21 per lot of 1,000 preferred shares ............................................53,150

SUBTOTAL ..................................................................................................79,998

Klabin S.A. Minutes of the Extraordinary Meeting of the Board of Directors Held on February 29, 2012, at 2:00 P.M.

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The dividend total corresponds to 100% of the adjusted net profit as provided for under the law and in the Corporate By-Laws of Klabin S.A. and part of the Reserve for Investments and Working Capital.....................216,999 So Paulo, February 29, 2012. THE BOARD OF DIRECTORS The proposal was then placed for discussion and voting, it has been approved by unanimity of votes. Finally, the Chairman proposed and the Board of Directors approved, the General Meeting to be timely called, being allowed all pertinent actions for this purpose. DRAFTING AND READING There existing no further matters to discuss, the Chairman offered the floor to anyone who would like to take it; as there was no manifestation, the meeting was declared closed, and the present minutes drafted, read and approved. So Paulo, February 29, 2012. Daniel Miguel Klabin, Armando Klabin, Alberto Klabin, Celso Lafer, Roberto Klabin Martins Xavier, Miguel Lafer, Pedro Franco Piva, Roberto Luiz Leme Klabin, Olavo Egydio Monteiro de Carvalho, Rui Manuel de Medeiros DEspiney Patrcio, Vera Lafer. __________________________________________________________________________ I do certify that the above text is a true and faithful copy of the Minutes of the Extraordinary Meeting of the Board of Directors held on 02/29/2012, written on the pertinent book.

Rosa Maria dos Santos Galvo Secretary of the Meeting