Obbligazione Suzano Austria GesmbH 5% ( USA8372TAK46 ) in USD

Emittente Suzano Austria GesmbH
Prezzo di mercato refresh price now   107 USD  ⇌ 
Paese  Brasile
Codice isin  USA8372TAK46 ( in USD )
Tasso d'interesse 5% per anno ( pagato 2 volte l'anno)
Scadenza 14/01/2030



Prospetto opuscolo dell'obbligazione Suzano Austria GmbH USA8372TAK46 en USD 5%, scadenza 14/01/2030


Importo minimo 200 000 USD
Importo totale 1 000 000 000 USD
Cusip A8372TAK4
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating N/A
Coupon successivo 15/07/2026 ( In 157 giorni )
Descrizione dettagliata Suzano Austria GmbH è una filiale europea di Suzano, una delle maggiori aziende produttrici di pasta di cellulosa al mondo, con sede in Austria e focalizzata sulla vendita e distribuzione di prodotti cellulosici.

The Obbligazione issued by Suzano Austria GesmbH ( Brazil ) , in USD, with the ISIN code USA8372TAK46, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/01/2030
The Obbligazione issued by Suzano Austria GesmbH ( Brazil ) , in USD, with the ISIN code USA8372TAK46, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.








Suzano Austria GmbH
(incorporated as a limited liability company in the Republic of Austria)
U.S.$ 1,000,000,000 5.000% Senior Notes Due 2030
U.S.$ 250,000,000 7.000% Senior Notes Due 2047
Guaranteed by
Suzano S.A.
(incorporated in the Federative Republic of Brazil)
Issue Price for 2030 Notes: 98.533%
Issue Price for Reopened 2047 Notes: 109.820%

Suzano Austria GmbH, the Issuer, a company incorporated as a limited liability company under the laws of the Republic of Austria on
December 8, 1987, is offering (i) U.S.$1 billion aggregate principal amount of 5.000% Senior Notes due 2030, (the "2030 Notes"); and (ii)
U.S.$250 million aggregate principal amount of 7.000 Senior Notes due 2047, (the "2047 Notes" and, together with the 2030 Notes, the
"Notes"). The Notes will be unconditionally and irrevocably guaranteed by Suzano S.A., the parent company of the Issuer, a corporation
(sociedade por ações) organized under the laws of the Federative Republic of Brazil ("Suzano"), pursuant to the Note Guarantees (as defined
below).
The 2030 Notes will mature on January 15, 2030. Interest on the 2030 Notes will be paid on January 15 and July 15, commencing on
January 15, 2020. The 2030 Notes will bear interest at a rate equal to 5.000% per annum.
The 2047 Notes will mature on March 16, 2047. Interest on the 2047 Notes will be paid on March 16 and September 16, commencing on
September 16, 2019. The 2047 Notes will bear interest at a rate equal to 7.000% per annum.
The 2047 Notes are being offered as a further issuance of the Issuer's 7.000% Senior Notes due 2047, and will be consolidated with, and
form a single series with, the U.S.$300,000,000 principal amount of notes that were originally issued on March 16, 2017, which were later
reopened in September 2017 in an initial aggregate principal amount of U.S.$200,000,000, and further reopened in November 2018 in an
aggregate principal amount of U.S.$500,000,000, for a total outstanding aggregate principal amount of U.S.$1,000,000,000, or the "Original
2047 Notes". Purchasers of 2047 Notes will be required to pay accrued interest totaling U.S.$14.19 per U.S.$1,000 principal amount of Notes,
from and including March 16, 2019 up to (but excluding) May 29, 2019, the date we expect to deliver the 2047 Notes. The Notes will have
terms identical to the Original 2047 Notes, other than the issue date and offering price. The 2047 Notes will become fully fungible with the
Original 2047 Notes following the termination of certain U.S. selling restrictions. See "Listing and General Information."
Prior to the Par Call Date (as defined below), the Issuer may redeem the Notes in whole at any time, or in part from time to time, at a
redemption price based on a "make-whole" premium, plus accrued and unpaid interest, if any, to the redemption date. The Issuer will also have
the right, at any time on or after the Par Call Date (as defined below), to redeem the Notes, in whole or in part 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 such redemption date. The Notes may also be redeemed, in whole or in part, at 100% of their principal amount,
plus accrued and unpaid interest, if any, to the redemption date, in the event of certain changes in tax laws, as set forth in this listing
memorandum.
The Notes will be the Issuer's senior unsecured obligations and will rank equally with all of the Issuer's other unsecured senior
indebtedness and senior to all of the Issuer's subordinated indebtedness. The Note Guarantees will be senior unsecured obligations of the
Guarantor and will rank equally with all of the Guarantor's other senior unsecured indebtedness and senior to all of the Guarantor's
subordinated indebtedness. The Notes and the Note Guarantees will be effectively subordinated in right of payment to all of the Issuer's and
the Guarantor's secured indebtedness, and the Notes and the Note Guarantees will also be effectively subordinated in right of payment to all
liabilities, including trade payables, of the subsidiaries of the Guarantor (other than the Issuer). For a more detailed description of the Notes
and the Note Guarantees, see "Description of the Notes."
We have agreed, subject to certain conditions, to offer to exchange the 2030 Notes for substantially identical notes registered under the
U.S. Securities Act of 1933, as amended, or the "Securities Act." See "Exchange Offer; Registration Rights."
Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading the notes
on the Euro MTF market.. This listing memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses
for securities dated July 16, 2019.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page 8 of this offering
memorandum.
The Notes and the Note Guarantees have not been registered under the Securities Act or any state securities, laws and are being offered
and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act, or Rule 144A, and outside the United
States to non-U.S. persons in reliance on Regulation S. Prospective purchasers that are qualified institutional buyers are hereby notified that the







seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a
description of certain restrictions on transfer of the Notes, see "Transfer Restrictions." In addition, during the periods subject to certain U.S.
selling restrictions, the 2047 Notes offered pursuant to Regulation S had temporary CUSIPs and ISINs.
The delivery of the Notes was made to investors in book-entry form through The Depository Trust Company, or DTC, and its participants,
including Clearstream Banking S.A. and the Euroclear System, on May 29, 2019.
Global Coordinators & Joint Bookrunners
BNP
BofA Merrill
Mizuho
Rabo
J.P. Morgan
Scotiabank
PARIBAS
Lynch
Securities
Securities
Joint Bookrunners


Bradesco BBI
Itaú BBA




The date of this listing memorandum is September 30, 2019.







TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS ................... v
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
WHERE YOU CAN FIND MORE
RESULTS OF OPERATIONS .................................. 29
INFORMATION ....................................................... vi


THE ISSUER............................................................ 36
INCORPORATION OF CERTAIN

DOCUMENTS BY REFERENCE ............................ vii
DESCRIPTION OF THE NOTES ............................. 37
ENFORCEMENT OF JUDGMENTS ...................... viii
EXCHANGE OFFER; REGISTRATION RIGHTS ... 67
LIMITATIONS BY AUSTRIAN CAPITAL
TAXATION ............................................................. 69
MAINTENANCE RULES AND CERTAIN
INSOLVENCY LAW CONSIDERATIONS ............... x
CERTAIN ERISA CONSIDERATIONS ................... 78

PRESENTATION OF FINANCIAL AND OTHER
PLAN OF DISTRIBUTION ...................................... 79
INFORMATION ..................................................... xiv
TRANSFER RESTRICTIONS .................................. 85
SUMMARY ............................................................... 1
LISTING AND GENERAL INFORMATION ........... 88
THE OFFERING ....................................................... 3
RESPONSIBLE PERSONS ...................................... 90
RISK FACTORS ........................................................ 8
LEGAL MATTERS .................................................. 91
USE OF PROCEEDS ............................................... 13
INDEPENDENT AUDITORS................................... 92
CAPITALIZATION ................................................. 14
INDEX TO FINANCIAL STATEMENTS .............. F-0
SELECTED FINANCIAL DATA............................. 15
EXHIBIT A .......................................................... F-54
UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL INFORMATION .. 22
____________
Unless otherwise indicated or the context otherwise requires, all references in this listing memorandum to:
· "Company," "we," "our," "us," and "Suzano" are to Suzano S.A., a corporation (sociedade por
ações) organized under the laws of Brazil and its subsidiaries (except when the context clearly
indicates otherwise);
· "Issuer" are to Suzano Austria GmbH, a limited liability company (Gesellschaft mit beschränkter
Haftung) incorporated under the laws of Austria;
· The "Original 2047 Notes" are to the U.S.$300,000,000 7.000% Senior Notes due 2047 issued by the
Issuer on March 16, 2017, which were later reopened in September 2017 in an initial aggregate
principal amount of U.S.$200,000,000, and further reopened in November 2018 in an initial aggregate
principal amount of U.S.$500,000,000, for a total outstanding aggregate principal amount of
U.S.$1,000,000,000;
· the "2030 Notes" are to the U.S.$1,000,000,000 5.000% Senior Notes due 2030 offered by the Issuer
hereunder;
· the "2047 Notes" are to the U.S.$250,000,000 7.000% Senior Notes due 2047 offered by the Issuer
hereunder;
· the "Notes" are to the 2030 Notes and the 2047 Notes, jointly;
· "Fibria" are to Fibria Celulose S.A., a corporation (sociedade por ações) organized under the laws of
Brazil and its subsidiaries (except where the context clearly indicates otherwise);
i






· "Guarantor" are to Suzano;
· "Austria" are to the Republic of Austria; and
· "Brazil" are to the Federative Republic of Brazil.
____________
This listing memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an
offer or solicitation. Neither the delivery of this listing memorandum nor any sale made hereunder shall
under any circumstances imply that there has been no change in our affairs or the affairs of our subsidiaries
or that the information set forth in this listing memorandum is correct as of any date subsequent to the date
of this listing memorandum.
____________
BNP Paribas Securities Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA
LLC, Rabo Securities USA, Inc., Scotia Capital (USA) Inc. will act as initial purchasers, or the Initial Purchasers,
with respect to the offering of the Notes. This listing memorandum does not constitute an offer to any other person
or to the public in general to subscribe for or otherwise acquire the Notes. You are authorized to use this listing
memorandum solely for the purpose of considering the purchase of the Notes.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this listing memorandum. Nothing contained in this listing
memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers.
None of the U.S. Securities and Exchange Commission, or the SEC, any state securities commission or any
other regulatory authority, has approved or disapproved the Notes or the Note Guarantees nor have any of the
foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this listing
memorandum. Any representation to the contrary is a criminal offense.
The Original 2047 Notes are listed and application has been made to admit the Notes to listing on the
Official List of the Luxembourg Stock Exchange and to trading the Notes on the Euro MTF market. The
Luxembourg Stock Exchange's Euro MTF market takes no responsibility for the contents of this listing
memorandum, makes no representations as to its accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
listing memorandum.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this listing memorandum and the purchase, offer or sale of the Notes and
(2) obtain any required consent, approval or permission for the purchase, offer or sale by you of the Notes under the
laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make
such purchases, offers or sales, and neither we nor the Initial Purchasers or their agents have any responsibility
therefor. The Notes are subject to restrictions on transferability and resale, and may not be transferred or resold
except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or
exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this listing
memorandum entitled "Risk Factors," "Plan of Distribution" and "Transfer Restrictions."
You acknowledge that:
· you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information
contained in this listing memorandum;
ii







· you have not relied on the Initial Purchasers or their agents or any person affiliated with the Initial
Purchasers or their agents in connection with your investigation of the accuracy of such information or
your investment decision; and
· no person has been authorized to give any information or to make any representation concerning us or
the Notes other than those as set forth in this listing memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us, the Initial
Purchasers or their agents.
In making an investment decision, you must rely on your own examination of our business and the
terms of this offering, including the merits and risks involved. The Notes and the Note Guarantees have not
been recommended by any federal or state securities commission or regulatory authority. Furthermore,
these authorities have not confirmed the accuracy or determined the adequacy of this listing memorandum.
Any representation to the contrary is a criminal offense.
The offering is being made in reliance upon an exemption from registration under the Securities Act
for an offer and sale of securities that does not involve a public offering. The Notes are subject to restrictions
on transferability and resale and may not be transferred or resold except as permitted under the Securities
Act and applicable state securities laws, pursuant to registration or exemption therefrom. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and agreements set
forth in this listing memorandum under the caption "Transfer Restrictions." You should be aware that you
may be required to bear the financial risks of this investment for an indefinite period of time.
This listing memorandum may only be used for the purpose for which it has been published. None of
the Initial Purchasers or any of their agents are making any representation or warranty as to the accuracy or
completeness of the information contained in this listing memorandum, and nothing contained in this listing
memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future.
None of the Initial Purchasers or any of their agents assumes responsibility for the accuracy or completeness
of the information contained in this listing memorandum.
We and the Initial Purchasers reserve the right to reject any offer to purchase, in whole or in part, and for
any reason, the Notes offered hereby. We and the Initial Purchasers also reserve the right to sell or place less than
all of the Notes offered hereby.
NOTICE TO INVESTORS IN AUSTRIA
This listing memorandum has not been and will not be (i) filed with (zur Billigung eingereicht) or approved
(gebilligt) by the Austrian Financial Markets Authority (Finanzmarktaufsichtsbehörde ­ FMA) or published
(veröffentlicht) in accordance with the Austrian Capital Market Act (Kapitalmarktgesetz), as amended, or (ii)
deposited (hinterlegt) with Oesterreichische Kontrollbank Aktiengesellschaft. The offer of the Notes is not a public
offering subject to an obligation to publish a prospectus in accordance with the Austrian Capital Market Act. This
listing memorandum will not be passported as a prospectus into Austria via the competent authority of another
member state of the European Economic Area ("EEA"). This listing memorandum has been prepared on the basis
that any offer of the Notes in Austria or an invitation to submit an offer for purchase of Notes will be made on the
basis of an exemption from the obligation to publish a prospectus pursuant to § 3 of the Austrian Capital Markets
Act. This listing memorandum shall not be circulated or publicly distributed in Austria or to Austrian investors. No
public advertisement for an offer of the Notes may be made or carried out in Austria.
NOTICE TO PROSPECTIVE INVESTORS WITHIN BRAZIL
THE NOTES (AND THE RELATED NOTE GUARANTEES) HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED WITH THE BRAZILIAN SECURITIES COMMISSION (COMISSÃO DE VALORES
MOBILIÁRIOS), OR THE CVM. THE NOTES (AND THE RELATED NOTE GUARANTEES) MAY NOT BE
OFFERED OR SOLD IN BRAZIL, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC
OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. THE
NOTES (AND THE RELATED NOTE GUARANTEES) ARE NOT BEING OFFERED INTO BRAZIL.
iii







DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS INFORMATION
CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL, NOR BE USED IN
CONNECTION WITH ANY PUBLIC OFFER FOR SUBSCRIPTION OR SALE OF THE NOTES TO THE
PUBLIC IN BRAZIL.
____________
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This listing memorandum is for distribution only to and directed only at persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, or
(iii) are outside the United Kingdom (all such persons together being referred to as "relevant persons"). This listing
memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this listing memorandum relates is available only
to relevant persons and will be engaged in only with relevant persons.
NOTICE TO PROSPECTIVE INVESTORS IN THE EEA
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.


iv







FORWARD-LOOKING STATEMENTS
This listing memorandum includes forward-looking statements, principally in "Item 3. Key Information --
Risk Factors," "Item 4. Information on Suzano -- Business Overview" and "Item 5. Operating and Financial
Review and Prospects" of our 2018 Annual Report (as defined below). We have based these forward-looking
statements largely on our current expectations about future events and financial trends affecting our business. These
forward-looking statements are subject to risks, uncertainties and assumptions, including among other things:
· our management and future operation;
· the implementation of our principal operational strategies, including our potential participation in
acquisitions, joint venture transactions or other investment opportunities;
· general economic, political and business conditions, both in Brazil and in our principal export
markets;
· industry trends and the general level of demand for, and change in the market prices of, our
products;
· existing and future governmental regulation, including tax, labor, pension and environmental laws
and regulations and import tariffs in Brazil and in other markets in which we operate or to which
we export our products;
· the competitive nature of the industries in which we operate;
· our level of capitalization, including the levels of our indebtedness and overall leverage;
· the cost and availability of financing;
· our compliance with the covenants contained in the instruments governing our indebtedness;
· the implementation of our financing strategy and capital expenditure plans;
· inflation and fluctuations in currency exchange rates, including the Brazilian real and the U.S.
dollar;
· legal and administrative proceedings to which we are or may become a party;
· the volatility of the prices of the raw materials we sell or purchase to use in our business;
· other statements included in this annual report that are not historical; and
· other factors or trends affecting our financial condition or results of operations, including those
factors identified or discussed in "Item 3. Key Information -- Risk Factors" of our 2018 Annual
Report (as defined below) and under the section "Risk Factors" of this listing memorandum.
The words "anticipate," "believe," "continue," "could," "estimate," "expect," "hope," "intend," "may,"
"might," "should," "would," "will," "understand" and similar words are intended to identify forward-looking
statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new
information, future events or otherwise. In light of these risks and uncertainties, the forward-looking information,
events and circumstances discussed in this listing memorandum might not occur and are not guarantees of future
performance. Our actual results and performance may differ substantially from the forward-looking statements
included in this listing memorandum.


v







WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company under Section 13 or Section 15(d) of the Exchange Act and file periodic
reports with the U.S. Securities and Exchange Commission, or the SEC. However, if at any time we cease to be a
reporting company under Section 13 or Section 15(d) of the Exchange Act, or are not exempt from reporting
pursuant to Rule 12g3-2(b) under the Exchange Act, we will be required to furnish to any holder of a note which is a
"restricted security" (within the meaning of Rule 144 under the Securities Act), or to any prospective purchaser
thereof designated by such holder, upon the request of such holder or prospective purchaser, in connection with a
transfer or proposed transfer of any such note pursuant to Rule 144A under the Securities Act or otherwise, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
We are subject to the informational requirements of the Exchange Act and, in accordance therewith, file
reports and other information with the SEC. Such reports and other information can be inspected and copied at the
public references facilities of the SEC at Room 1580, 100 F Street N.E., Washington, D.C. 20549. Copies of such
material can also be obtained at prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street N.E., Washington, D.C. 20549. We file materials with, and furnish material to, the SEC electronically using
the EDGAR System. The SEC maintains an Internet site that contains these materials at www.sec.gov.
As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S.
registrant under the Exchange Act. For example, we are not required to prepare and issue quarterly reports, and we
are exempt from the Exchange Act rules regarding the provision and control of proxy statements and regarding
short-swing profit reporting and liability. However, we furnish our shareholders with annual reports on Form 20-F
containing consolidated financial statements audited by our independent auditors and make available to our
shareholders free translations of our quarterly consolidated financial statements as filed with the Brazilian Securities
Commission (Comissão de Valores Mobiliários), or the CVM, on Form ITR, which contain unaudited condensed
consolidated interim financial information for each of the first three quarters of the fiscal year and which we furnish
to the SEC under Form 6-K within two months of the end of each of those quarters.


vi







INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This listing memorandum incorporates important business and financial information about us that is not
included in or delivered with the listing memorandum. The U.S. Securities and Exchange Commission, or the
"SEC", allows us to "incorporate by reference" information filed with and/or furnished to the SEC, which means
that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this listing memorandum, and certain later information that we
file with and/or furnish to the SEC will automatically update and supersede this information. We incorporate by
reference the following documents:
· Our annual report on Form 20-F for the year ended December 31, 2018, filed with the SEC on April
30, 2019 (SEC File No. 001-38755), which we refer to as the "2018 Annual Report", containing our
audited consolidated financial statements as of December 31, 2018 and 2017 and for the three years
ended December 31, 2018, which we refer to as our "Audited Annual Financial Statements"; and
· Fibria's submission on Form 6-K furnished to the SEC on February 22, 2019 (SEC file No. 001-
15018), except for the last 6 pages of the document, containing Fibria's audited consolidated financial
statements as of December 31, 2018 and 2017 and for the three years in the period ended December
31, 2018.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this listing memorandum to the extent that a statement
contained in this listing memorandum modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this listing
memorandum.
These documents are available on the SEC's website at www.sec.gov and from other sources. You may
read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC
(http://www.sec.gov). These documents will also be available free of charge at the offices of a paying agent and will
be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Information contained on or accessible through our website is not incorporated by reference in, and shall
not be considered a part of, this listing memorandum.


vii







ENFORCEMENT OF JUDGMENTS
Brazil
The Issuer is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under
the laws of Austria, and the Guarantor is a corporation (sociedade por ações) incorporated under the laws of Brazil.
All, or substantially all, of our directors and officers and certain advisors named herein reside outside the United
States. As a result, it may not be possible, or it may be difficult, for you to effect service of process upon us or these
other persons within the United States, or to enforce judgments obtained in United States courts against us or them,
including those predicated upon the civil liability provisions of the federal securities laws of the United States.
In the terms and conditions of the Notes, we will (1) agree that the courts of the State of New York and the
federal courts of the United States, in each case sitting in the Borough of Manhattan, the City of New York, will
have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may
arise out of or in connection with the Notes and, for such purposes, irrevocably submit to the jurisdiction of such
courts and (2) name an agent for service of process in the Borough of Manhattan, the City of New York.
We have been advised by our internal Brazilian general counsel that a judgment of a United States court for
civil liabilities predicated upon the federal securities laws of the United States may be enforced in Brazil, subject to
certain requirements described below. Such counsel has advised us that a judgment obtained outside Brazil against
us, the Issuer or the persons described above would be enforceable in Brazil without retrial or re-examination of the
merits of the original action including, without limitation, any final judgment for payment of a sum certain of money
rendered by any such court, provided that such judgment has been previously recognized by the Superior Court of
Justice of Brazil (Superior Tribunal de Justiça), or STJ. In order to be recognized by the STJ, a foreign judgment
must meet the following conditions:
· it must comply with all formalities necessary for its enforcement under the laws of the jurisdiction
where it was rendered;
· it must have been issued by a competent court after proper service of process on the parties, which
service must be in accordance with Brazilian law if made in Brazil, or after sufficient evidence of the
parties' absence (revelia) has been given, in accordance with applicable law;
· it must be final and therefore not be subject to appeal;
· it must be effective under the laws of the country where the foreign judgment is granted;
· it must not be contrary to Brazilian national sovereignty, or public policy or good morals or violate
human dignity;
· it must not violate a final and unappealable decision issued by a Brazilian court;
· it must not violate the exclusive jurisdiction of the Brazilian courts; and
· it must be (i) duly authenticated by a Brazilian consulate in the United States or, (ii) if the place of
signing is a contracting state to the Convention Abolishing the Requirement of Legalization for
Foreign Public Documents dated October 5, 1961, apostilled, and, in either case, must be accompanied
by a sworn translation into Portuguese, unless an exemption is provided by an international treaty to
which Brazil is a signatory.
The recognition process may be time-consuming and may also give rise to difficulties in enforcing the
foreign judgment in Brazil. Accordingly, we cannot assure you that recognition would be obtained, that the
recognition process would be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment, including for violation of the securities laws of countries other than Brazil, including the federal securities
laws of the United States.
viii



Document Outline