Obligation Klabina Austria GmbH 3.2% ( USA35155AE99 ) en USD

Société émettrice Klabina Austria GmbH
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Bresil
Code ISIN  USA35155AE99 ( en USD )
Coupon 3.2% par an ( paiement semestriel )
Echéance 11/01/2031



Prospectus brochure de l'obligation Klabin Austria GmbH USA35155AE99 en USD 3.2%, échéance 11/01/2031


Montant Minimal 200 000 USD
Montant de l'émission 500 000 000 USD
Cusip A35155AE9
Notation Standard & Poor's ( S&P ) BB+ ( Spéculatif )
Notation Moody's N/A
Prochain Coupon 12/07/2025 ( Dans 60 jours )
Description détaillée Klabin Austria GmbH est une filiale de Klabin, une entreprise brésilienne leader dans la production de papier et de carton, et gère ses activités commerciales en Europe.

L'Obligation émise par Klabina Austria GmbH ( Bresil ) , en USD, avec le code ISIN USA35155AE99, paye un coupon de 3.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/01/2031
L'Obligation émise par Klabina Austria GmbH ( Bresil ) , en USD, avec le code ISIN USA35155AE99, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).










OFFERING MEMORANDUM




Klabin Austria GmbH

(Incorporated in Austria)

U.S.$500,000,000
3.200% Notes due 2031

Unconditionally Guaranteed by
Klabin S.A.
(Incorporated in the Federative Republic of Brazil)

Klabin Austria GmbH, or the issuer, organized and existing as a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Austria, is
offering U.S.$500,000,000 in aggregate principal amount of 3.200% senior notes due 2031, pursuant to this offering, or the notes.

The notes will be unconditionally and irrevocably guaranteed by Klabin S.A., or the guarantor or Klabin, a corporation (sociedade anônima) organized and
existing under the laws of the Federative Republic of Brazil.

Interest on the notes will initially accrue at a rate of 3.200% per annum and, from and including July 12, 2026, at a rate of between 3.2625% and 3.4500% per
annum, unless the issuer has notified the trustee that each of the Sustainability Performance Targets has been satisfied, as confirmed by the External Verifier, in each
case in accordance with the terms set forth and defined under the heading "Description of the Notes." Interest on the notes will be payable semi-annually in arrears on
January 12 and July 12, commencing on July 12, 2021. Unless previously redeemed or purchased and in each case cancelled, the notes will mature on January 12, 2031.

The issuer may, at its option, redeem the notes, in whole or in part, at any time, prior to October 12, 2030 (which is the date that is three months prior to the
maturity of the notes), at the redemption prices set forth in this offering memorandum, plus accrued and unpaid interest and additional amounts, if any, to, but excluding,
the redemption date. If the redemption date of the notes is on or after October 12, 2030, the redemption price will equal 100% of the principal amount of the notes, plus
accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.

The notes may also be redeemed by the issuer or Klabin, in whole but not in part, at 100% of the principal amount of the notes, plus accrued interest and
additional amounts, if any, at any time upon the occurrence of specified tax events, as set forth in this offering memorandum. See "Description of the Notes--
Redemption." If a specified change of control event as described in this offering memorandum occurs, unless the issuer or Klabin has exercised its option to redeem the
notes, the issuer will be required to offer to purchase the notes at 101% of the principal amount of the notes, plus accrued and unpaid interest and additional amounts.
The notes will be senior unsecured obligations of the issuer, ranking equal in right of payment with all other existing and future senior unsecured debt of the issuer,
subject to certain statutory preferences under applicable law. The guarantee will be a senior unsecured obligation of Klabin, ranking equal in right of payment with all
other existing and future senior unsecured debt of Klabin, subject to certain statutory preferences under applicable law.

The issuer intends to apply for permission to list the notes offered hereby on the Official List of the Luxembourg Stock Exchange and for the notes to be admitted
to trading on the Euro MTF Market operated by the Luxembourg Stock Exchange. The Euro MTF Market is not a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2004/39/EC). This offering memorandum may be used only for the purposes for which it has been published and does not
constitute a prospectus for the purposes of the Prospectus Regulation.

An investment in the notes involves risks. See "Risk Factors" beginning on page 22 of this offering memorandum for a discussion of certain risks that you
should consider in connection with an investment in the notes.

The notes and the guarantee have not been registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or any state securities laws and
may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act, or Regulation S), except in transactions exempt
from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes 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 in accordance with 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."

Issue price for the notes: 100.000% plus accrued and unpaid interest, if any, from January 12, 2021.

The initial purchasers expect to deliver the notes to purchasers in book-entry form through The Depository Trust Company, or DTC, for the accounts of its direct
and indirect participants, including Euroclear Bank S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, on or about January 12, 2021.

This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019



Joint Book-Running Managers

BofA Securities
Bradesco BBI
Citigroup
Itaú BBA
J.P. Morgan
Morgan Stanley

The date of this offering memorandum is February 8, 2021.


TABLE OF CONTENTS
Page
ENFORCEABILITY OF CIVIL LIABILITIES ...........................................................................................................ix
CERTAIN INSOLVENCY LAW AND OTHER CONSIDERATIONS ................................................................... xii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................... xvii
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS .................................................................. xxi
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ......................................................................................................................................................... 15
SUMMARY FINANCIAL AND OTHER INFORMATION ..................................................................................... 19
RISK FACTORS ......................................................................................................................................................... 22
USE OF PROCEEDS .................................................................................................................................................. 43
CAPITALIZATION .................................................................................................................................................... 44
SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION .......................................... 45
ISSUER CONSOLIDATED CONDENSED FINANCIAL INFORMATION ........................................................... 48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION ................................................................................................................................. 50
BRAZILIAN PULP AND PAPER MARKET ............................................................................................................ 81
BUSINESS .................................................................................................................................................................. 92
OVERVIEW OF THE ISSUER ................................................................................................................................ 144
MANAGEMENT ...................................................................................................................................................... 145
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 151
CERTAIN TRANSACTIONS WITH RELATED PARTIES ................................................................................... 153
DESCRIPTION OF THE NOTES ............................................................................................................................. 154
DESCRIPTION OF RELEVANT SUSTAINABILITY TARGETS ......................................................................... 174
FORM OF THE NOTES ........................................................................................................................................... 179
TAXATION .............................................................................................................................................................. 182
ERISA AND CERTAIN OTHER CONSIDERATIONS .......................................................................................... 189
TRANSFER RESTRICTIONS .................................................................................................................................. 190
PLAN OF DISTRIBUTION ...................................................................................................................................... 194
LEGAL MATTERS .................................................................................................................................................. 203
INDEPENDENT AUDITORS .................................................................................................................................. 204
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1
________________
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"Klabin," the "Company," "we," "our," "ours," "us" or similar terms refer to Klabin S.A. together with its
consolidated subsidiaries. All references to the "issuer" and "Klabin Austria" are to Klabin Austria GmbH, a wholly
owned finance subsidiary of Klabin.
- ii -



In this offering memorandum, references to the initial purchasers are to BofA Securities, Inc., Banco
Bradesco BBI S.A., Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and
Morgan Stanley & Co. LLC.
In addition, the term "Brazil" refers to the Federative Republic of Brazil and the phrase "Brazilian
government" refers to the federal government of Brazil. The term "Central Bank" refers to the Central Bank of
Brazil (Banco Central do Brasil).
Except where otherwise specified or the context otherwise requires, in this offering memorandum:
· all references to "IBÁ" are to the Brazilian Tree Industry (Indústria Brasileira de Árvores);
· all references to "ABPO" are to the Brazilian Corrugated Carton Board Association (ABPO ­
Associação Brasileira do Papelão Ondulado);
· all references to "IPCA" are to the Extended National Consumer Price Index (Índice Nacional de
Preços ao Consumidor Amplo);
· all references to "Pöyry" are to Jaakko Pöyry NLK Inc., an independent consulting firm;
· all references to "RISI" are to RISI, Inc., an independent consulting firm;
· all references to the "FSC" are to the Forest Stewardship Council®, an international not-for-profit,
multi-stakeholder organization established in 1993 to promote responsible management of the world's
forests;
· all references to "OCC" are to old corrugated containers;
· all references to "coated board" are to a product resulting from joining various layers of paper and
overlays, which may be the same or different and which are held together by compression. The layers
may comprise virgin pulp and/or recycled paper and may include chemical products. Coated board is
used in packaging for frozen foods, liquids, powdered soap, medicines, grains and cosmetics, among
other uses;
· all references to "kraftliner" are to a paper made from virgin fiber that meets standards of mechanical
resistance in order to form the cover or core of corrugated boxes, or to be made into industrial bags (in
which case they are referred to as "sack kraft");
· all references to "corrugated boxes" are to a product resulting from joining three basic layers of paper
that are assembled such that the strength of the joined layers exceeds that of the sum of the strengths of
each of the individual layers alone. Corrugated boxes are used in secondary packaging for food,
hygiene and cleaning products, auto parts and electronics, among other uses;
· all references to "industrial bags" are to a product resulting from joining one or multiple basic layers of
paper that is folded, glued and stitched so as to constitute a sack or bag for packaging. Industrial bags
are used in the packaging of products for the civil construction industry (cement, lime and clay), food,
grains and chemicals, among other uses;
· all references to "tonne" are to a metric ton, which is equal to 1,000 kilograms or 2,204.62 pounds;
· all references to "hectare" mean approximately 2.471 acres;
· all references to "kilogram" mean approximately 2.2 pounds;
· all references to "kilometer" mean approximately 0.621 miles;
- iii -



· all references to "Angatuba Mill" are to the mill owned and operated by Klabin in the City of
Angatuba, State of São Paulo;
· all references to "Betim Mill" are to the mill owned and operated by Klabin in the City of Betim, State
of Minas Gerais;
· all references to "Correia Pinto Mill" are to the mill owned and operated by Klabin in the City of
Correia Pinto, State of Santa Catarina;
· all references to "Feira de Santana Mill" are to the mill owned and operated by Klabin in the City of
Feira de Santana, State of Bahia;
· all references to "Goiana Mill" are to the mill owned and operated by Klabin in the City of Goiana,
State of Pernambuco;
· all references to "Itajaí Mill" are to the mill owned and operated by Klabin in the City of Itajaí, State of
Santa Catarina;
· all references to "Jundiaí Mills" are to the two mills wholly owned and operated by Klabin in the City
of Jundiaí, State of São Paulo;
· all references to "Lages Mills" are to the two mills owned and operated by Klabin in the City of Lages,
State of Santa Catarina;
· all references to "Manaus Mill" are to the mill owned and operated by Klabin in the City of Manaus,
State of Amazonas;
· all references to "Monte Alegre Mill" are to the mill owned and operated by Klabin in the City of
Telêmaco Borba, State of Paraná;
· all references to "Ortigueira Mill" are to the mill owned and operated by Klabin in the City of
Ortigueira, State of Paraná;
· all references to "Otacílio Costa Mill" are to the mill owned and operated by Klabin in the City of
Otacílio Costa, State of Santa Catarina;
· all references to "Pílar Mill" are to the mill owned and operated by Klabin in the City of Pílar,
Argentina;
· all references to "Piracicaba Mill" are to the mill owned and operated by Klabin in the City of
Piracicaba, State of São Paulo;
· all references to "Rio Negro Mill" are to the mill owned and operated by Klabin in the City of Rio
Negro, State of Paraná;
· all references to "Vale do Corisco" are to Florestal Vale do Corisco S.A., located in the City of
Jaguariaíva, State of Paraná, jointly controlled by Klabin (51%) and Arauco Brasil (49%); and
· all references to "São Leopoldo Mill" are to the mill owned and operated by Klabin in the City of São
Leopoldo, State of Rio Grande do Sul.
We and the issuer, having made all reasonable inquiries, confirm that the information contained in this
offering memorandum with regard to us is true and accurate in all material respects, that the opinions and intentions
expressed in this offering memorandum are honestly held, and that there are no other facts the omission of which
would make this offering memorandum as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect. We and the issuer accept responsibility accordingly.

- iv -



We, the issuer and the initial purchasers have not authorized anyone to provide any information
other than that contained in this offering memorandum prepared by Klabin and the issuer or on Klabin and
the issuer's behalf. We, the issuer and the initial purchasers take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. You should assume that the
information in this offering memorandum is accurate only as of the date on the front cover of this offering
memorandum, regardless of time of delivery of this offering memorandum or any sale of the notes. Our
business, financial condition, results of operations and prospects may change after the date on the front cover
of this offering memorandum. Neither we, the issuer nor the initial purchasers are making an offer to sell the
notes in any jurisdiction where the offer or sale is not permitted.
________________
The issuer is relying on exemptions from registration under the Securities Act for offers and sales of
securities that do not involve a public offering. The notes are subject to restrictions on transferability and resale and
may not be transferred or resold in the United States, except as permitted under the Securities Act and applicable
U.S. state securities laws pursuant to registration or exemption from them. By purchasing the notes, you will be
deemed to have made the acknowledgements, representations, warranties and agreements described in the section
"Transfer Restrictions." You should understand that you may be required to bear the financial risks of your
investment in the notes for an indefinite period of time.

The issuer intends to apply for permission to list the notes offered hereby on the Official List of the
Luxembourg Stock Exchange and for the notes to be admitted to trading on the Euro MTF Market operated by the
Luxembourg Stock Exchange. The Euro MTF Market is not a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2004/39/EC). This offering memorandum may be used only for the
purposes for which it has been published and does not constitute a prospectus for the purposes of the Prospectus
Regulation.
We and the issuer have prepared this offering memorandum for use solely in connection with the proposed
offering of the notes outside of Brazil. This offering memorandum is personal to the offeree to whom it has been
delivered and does not constitute an offer to any other person or to the public in general to acquire the notes. Each
offeree, by accepting delivery of this offering memorandum, agrees to the foregoing.
Neither this offering memorandum nor any other information supplied in connection with the offering of
the notes should be considered as a recommendation by us, the issuer or any of the initial purchasers that any
recipient of this offering memorandum or of any other information supplied in connection with the notes should
subscribe for or purchase any notes. Each investor contemplating purchasing any notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of
Klabin and the issuer. This offering memorandum does not constitute an offer of, or an invitation by or on behalf of,
Klabin, the issuer, any initial purchaser or the trustee (as defined herein) to purchase any of the notes in any
jurisdiction where such offer is not permitted. The distribution of this offering memorandum and the offering of the
notes in certain jurisdictions may be restricted by law. Persons into whose possession this offering memorandum
comes are required by us, the issuer, each of the initial purchasers and the trustee to inform themselves about and to
observe any such restrictions. None of us, the issuer, nor any initial purchaser represents that this offering
memorandum may be lawfully distributed, or that any notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action
has been taken by us, the issuer or any initial purchaser that is intended to permit a public offering of any notes or
distribution of this offering memorandum in any jurisdiction where action for that purpose is required. Accordingly,
no notes may be offered or sold, directly or indirectly, and neither this offering memorandum nor any advertisement
or other offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with all applicable laws and regulations.
We and the issuer have prepared this offering memorandum solely for use in connection with the proposed
offering of the notes, and it may only be used for that purpose. The issuer and the initial purchasers reserve the right
to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the notes offered by this
offering memorandum.
- v -



This offering memorandum summarizes certain documents and other information and we and the issuer
refer you to them for a more complete understanding of what we and the issuer discuss in this offering
memorandum. In making an investment decision, you must rely on your own examination of our company and the
terms of this offering and the notes, including the merits and risks involved.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum, including, without limitation, the financial
statements included elsewhere in this offering memorandum. Nothing contained in this offering memorandum is, or
shall be relied upon as, a promise or representation by us, the issuer or the initial purchasers as to the past or future.
We, the issuer and the initial purchasers are not making any representation to any purchaser of the notes
regarding the legality of an investment in the notes under any investment law or similar laws or regulations. You
should not consider any information in this offering memorandum to be legal, business, accounting or tax advice.
You should consult your own attorney, accountant or other professional for any legal, business, accounting or tax
advice regarding an investment in the notes.
None of us, the issuer, nor the initial purchasers is responsible for any third party social, environmental and
sustainability assessment of the notes. The notes may not satisfy an investor's requirements or any future legal or
industry standards for investment in assets with sustainability characteristics. Investors should conduct their own
assessment of the notes from a sustainability perspective. Investors should note that the net proceeds of the issue of
the notes will be used for repayment of certain indebtedness and general corporate purposes.
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any U.S. state or other securities
commission has approved or disapproved of these securities or determined whether this offering memorandum is
truthful or complete. Any representation to the contrary is a criminal offense.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the notes or possess or distribute this offering memorandum and must obtain any consent,
approval or permission required for your purchase, offer or sale of the notes under the laws and regulations in force
in any jurisdiction to which you are subject or in which you make such purchases, offers or sales. None of us, the
issuer, the initial purchasers or any affiliates will have any responsibility therefor.
________________
Notice to Investors within Brazil
THE NOTES (AND THE RELATED GUARANTEE) 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 GUARANTEE) ARE NOT BEING
OFFERED IN BRAZIL. DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS
INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED IN BRAZIL, NOR BE USED IN
CONNECTION WITH ANY OFFER OF THE NOTES IN BRAZIL.
Notice to Investors in Austria
THE NOTES (AND THE RELATED GUARANTEE) MAY NOT BE OFFERED IN AUSTRIA.
THIS OFFERING MEMORANDUM HAS NOT BEEN AND WILL NOT BE (I) APPROVED (GEBILLIGT)
BY THE AUSTRIAN FINANCIAL MARKETS AUTHORITY, OR THE FMA OR (II) DEPOSITED
(HINTERLEGT) WITH THE OESTERREICHISCHE KONTROLLBANK AKTIENGESELLSCHAFT. THE
OFFER OF THE NOTES IS NOT A PUBLIC OFFERING IN ACCORDANCE WITH THE AUSTRIAN
CAPITAL MARKETS ACT (KAPITALMARKTGESETZ), AS AMENDED. THIS OFFERING
MEMORANDUM WILL NOT BE PASSPORTED AS A PROSPECTUS INTO AUSTRIA VIA THE
COMPETENT AUTHORITY OF ANOTHER MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, OR THE EEA. THIS OFFERING MEMORANDUM HAS BEEN PREPARED ON THE BASIS
THAT ANY OFFER OF THE NOTES IN AUSTRIA WILL BE MADE ON THE BASIS OF AN
EXEMPTION OF THE OBLIGATION TO PUBLISH A PROSPECTUS IN ACCORDANCE WITH
SECTION 3 OF THE AUSTRIAN CAPITAL MARKETS ACT, AS AMENDED. DOCUMENTS
- vi -



RELATING TO THE OFFERING OF THE NOTES, AS WELL AS INFORMATION CONTAINED
THEREIN, MAY NOT BE DISTRIBUTED WITHIN AUSTRIA OR TO ANY RECIPIENT IN AUSTRIA,
NOR BE USED IN CONNECTION WITH ANY OFFER OR SOLICITATION OF OFFERS OF THE
NOTES TO AUSTRIA OR ANY RECIPIENT IN AUSTRIA. NO PUBLIC ADVERTISEMENT FOR AN
OFFER OF THE NOTES MAY BE MADE OR CARRIED OUT IN AUSTRIA.
Notice to Investors within the European Economic Area
This offering memorandum has been prepared on the basis that any offer of notes in any Member State of
the EEA, each a Relevant Member State, will be made pursuant to an exemption under the Prospectus Regulation
from the requirement to publish a prospectus for offers of notes. Accordingly, any person making or intending to
make an offer in that Relevant Member State of notes which are the subject of the offering contemplated in this
offering memorandum may only do so in circumstances in which no obligation arises for us, the issuer or any of the
initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation
to such offer. Neither we, the issuer nor the initial purchasers authorize or have authorized the making of any offer
of notes in circumstances in which an obligation arises for us, the issuer or the initial purchasers to publish a
prospectus for such offer. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
This offering memorandum has been prepared on the basis that all offers of the notes will be made pursuant
to an exemption under the Prospectus Regulation, from the requirement to produce a prospectus for offers of the
notes. Accordingly, any person making or intending to make any offer within the EEA of the notes should only do
so under circumstances in which no obligation arises for us, the issuer or the initial purchasers to produce a
prospectus for such offer.
Prohibition of Sales to EEA Retail Investors
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 the following (i) a retail client as defined in point (11) of Article 4(1) of EU MiFID
II / Directive 2014/65/EU (as amended, EU MiFID II), or (ii) a customer within the meaning of Directive (EU)
2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (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.
Prohibition of Sales to UK Retail Investors
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 United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or
(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the
FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK PRIIPs Regulation") for offering or
selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
Additional Information
While any notes remain outstanding, we and the issuer will make available, upon request, to any holder and
any prospective purchaser of notes the information required pursuant to Rule 144A(d)(4)(i) under the Securities Act,
- vii -



during any period in which we or the issuer (1) are not subject to, and in compliance with, Section 13 or 15(d) of the
U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, or (2) become exempt from such reporting
requirements pursuant to, and in compliance with, Rule 12g3-2(b) of the Exchange Act, as amended from time to
time and including any successor provision.
- viii -



ENFORCEABILITY OF CIVIL LIABILITIES

Austria
The issuer is organized as a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated
under the laws of Austria. The Austrian rules of civil procedure materially differ from those applicable in the United
States (including, but not limited to, court fees dependent on the amounts claimed and payable upon filing of a
claim, or compensation of the prevailing party's attorney's fees, no discovery procedure). Compensation for
damages may not be claimed under Austrian law on the same merits or in the same amount as compared to damages
claimed under U.S. law. All of the issuer's respective directors and officers are nationals and/or residents of
countries other than the United States, and all or most of the issuer's or such persons' assets are located outside the
United States. As a result, it may be difficult for investors to enforce against the issuer or such persons judgments
obtained in the U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof.
Austrian companies, such as the issuer, may enter into agreements and contracts, such as the notes or the
Indenture, governed by foreign law, including the laws of the State of New York. The choice of New York law to
govern the notes and the Indenture will be recognized and upheld by the Austrian courts in accordance with and
subject to the limitations of Regulation (EC) No. 593/2008 of June 17, 2008 (Rome I Regulation). An Austrian court
would, however, not apply, observe, uphold and give effect to the choice of New York law as the governing law of
the respective notes and Indenture (i) if and to the extent this would lead to a result which violates Austrian public
policy (ordre public) and (ii) if such choice conflicts with the mandatory law of another jurisdiction, in particular:
· certain mandatory rules of Austrian conflicts law such as, e.g., the lex rei sitae principle with respect to
rights in real property, as well as mandatory rules of another jurisdiction;
· potential violations of Austrian public policy (ordre public);
· the principle that insolvency proceedings, the prerequisites for their inception, and their legal effects
are, generally (subject to a number of exceptions) governed by the law of the country where such
proceedings are commenced; and
· effect may be given to the overriding mandatory provisions of the law of the forum or the country
where the obligations arising out of the contract have to be or have been performed, in so far as those
overriding mandatory provisions render the performance of the contract unlawful.
Despite the choice of New York law by the parties, an Austrian court may apply Austrian law if it cannot
ascertain the content of New York law within reasonable time. What "reasonable time" means depends on the
urgency of the matter (e.g., in case of a preliminary injunction it will be relatively short). Austrian courts may grant
judgments in U.S. dollars if the obligation for which the judgement is granted is expressed to be paid U.S. dollars.
In addition, according to section 406 of the Austrian Enforcement Act (Exekutionsordnung), enforcement
of foreign court decisions by Austrian courts requires, inter alia and outside applicable European regulations,
reciprocity (Gegenseitigkeit) for such enforcement by means of multilateral or bilateral treaties, ordinances or
agreements securing the mutual recognition and enforcement of foreign judgments in Austria. As of the date of this
offering memorandum, no such treaty, ordinance or agreement exists between Austria and the United States, other
than for arbitration awards. Consequently, judgments by courts of New York would not be enforceable in Austria.
Also, awards of punitive damages in actions brought in the United States or elsewhere are unenforceable in Austria.
Accordingly, the subject matter upon which a judgment has been obtained in a U.S. court must be re-litigated before
Austrian courts in accordance with applicable Austrian Civil Procedure Laws (Zivilprozessgesetzen). Only after
having obtained a final judgment before Austrian courts can enforcement procedures be initiated under the Austrian
Enforcement Act (Exekutionsordnung).
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Brazil
Klabin S.A. is incorporated under the laws of Brazil. The majority of our directors and all our officers and
certain advisors named herein reside in Brazil. Substantially all of our assets and those of our directors, all our
officers and certain advisors named herein are located outside the United States. As a result, it may not be possible
(or it may be difficult) for investors to effect service of process within the United States or other jurisdiction outside
Brazil upon such persons or to enforce judgments against them or us in United States courts, including those
predicated upon the civil liability provisions of the federal securities laws of the United States or other jurisdiction
outside Brazil.
We have been advised by our Brazilian counsel, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga
Advogados, that judgments of non-Brazilian courts for civil liabilities predicated upon the securities laws of
countries other than Brazil, including the U.S. securities laws, subject to certain requirements described below, may
be enforced in Brazil (to the extent that Brazilian courts may have jurisdiction). A judgment against either us or any
of our directors, officers, or advisors obtained outside Brazil would be enforceable in Brazil against us or any such
person without reconsideration of the merits, upon recognition (homologação) of that judgment by the Brazilian
Superior Court of Justice (Superior Tribunal de Justiça), or the STJ. That confirmation, generally, will occur if the
foreign judgment:
· is issued by a competent court and/or authority in the jurisdiction where it was awarded;
· complies with all formalities necessary for its enforcement under the laws of the place where it was
awarded;
· proper service of process is made on the defending party(ies) ­ and, when made in Brazil, such service
of process must be made in accordance with Brazilian law ­ or after sufficient evidence of the
defendant's absence has been given, as required under applicable law;
· is not rendered in an action upon which Brazilian courts have exclusive jurisdiction, pursuant to the
provisions of article 23 of Law No. 13,105/2015, as amended, or the Brazilian Code of Civil
Procedure;
· is final and conclusive and therefore not subject to appeal (res judicata) in the jurisdiction in which it
was rendered;
· there is no conflict between the foreign judgment and a previous final and binding (res judicata)
domestic judgment on the same subject matter and involving the same parties;
· is authenticated by the Brazilian consulate with jurisdiction over the place the judgment is rendered,
and is accompanied by a sworn translation into Portuguese in Brazil, except when such decision was
authenticated in a country that is a signatory of the Hague Convention Abolishing the Requirement of
Legalization for Foreign Public Documents dated as of October 5, 1961, or the Apostille Convention,
in which case the authentication by a Brazilian Diplomatic Office or Consulate is not required; and
· is not against Brazilian national sovereignty, public policy, good morals or human dignity, in which
case such confirmation will occur without the reexamination of the merits of such judgment.
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 confirmation will be obtained, that the process
described above will be conducted in a timely manner or that the Brazilian courts will enforce a monetary judgment
for violation of the securities laws of countries other than Brazil, including U.S. securities laws.
We have also been advised that:
· civil actions may be brought before Brazilian courts based on the federal securities laws of the United
States or other jurisdiction outside Brazil and that, subject to applicable law, Brazilian courts may
enforce liability arising from such actions against us or our directors and officers (provided that
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