KLABIN S.A. Publicly Traded Company National Directory of Legal Entities [CNPJ/MF] number 89.637.

.490/0001-45 Corporate Registry [NIRE] number 35300188349

MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS

DATE, TIME AND PLACE OF THE MEETING On December, the twentieth (20th) day of 2011, at 2:30 p.m., at the registered office of the Company established at Brigadeiro Faria Lima Avenue, 3,600, 5 th floor, City of So Paulo, State of So Paulo. BOARD Chairman of the Board of Directors: Daniel Miguel Klabin Assistants: Joaquim Mir Neto and Maria Elizabeth Toledo Pacheco. ATTENDANCE Shareholders representing more than two thirds of the capital stock with voting rights, as the Shareholders Attendance Book, the Board of Directors, the Fiscal Council and the Board. PREVIOUS PUBLICATIONS Notice of Meeting, on December 1st, 2011, published in the Dirio Oficial do Estado de So Paulo, on December 2nd, 3rd and 6th, 2011 and in the Valor Econmico on December 2nd , 3rd ,4th , 5th and 6th , 2011. DECISIONS

a) Increase of the capital stock of the Company by capitalization of Capital Reserve,

Legal Reserve and part of the Investment Reserve and Working Capital in the amount

KLABIN S.A. Ata da Assemblia Geral Extraordinria Realizada em 20 de dezembro de 2011, s 14:30 horas

of R$ 771,500,000.00 (seven hundred and seventy one million and five hundred thousand reais), increasing the capital stock from R$ 1,500,000,000.00 (one billion and five hundred million reais) to R$ 2,271,500,000.00 (two billion, two hundred and seventy-one million and five hundred thousand reais), without issuance of new shares;

b) Amendment of the By-law to fit in Level 1 of Corporate Governance and Law 12,431 of
June 24th, 2011, to amend the Articles 1, 14 and 15;

c) Deliberation on the Board of Directors proposal for the statutory reserve constitution
and amendment of Article 25 - Fiscal Year, Financial Statements and Income Distribution, as a result of the adoption of the international accounting standards IFRS; d) Determination on the Board of Directors proposal for implementation of the Stock Granting Plan as a benefit to managers and strategic employees. e) Consolidation of the By-law. DELIBERATIONS

a)

Approved the capital stock increase of R$ 771,500,000.00 (seven hundred and seventy one million and five hundred thousand reais), without issuance of new shares, by capitalization of the following reserves: R$ 504,894.38 83,986,398.31 187,008,707.31 500,000,000.00 771,500,000.00

Capital Reserve

- Tax Incentives - Special (Law 8,200/91) Legal Reserve (part) Investment Reserve and Working Capital (part) Total

As a result the capital stock increases from R$ 1,500,000,000.00 to R$ 2,271,500,000.00 and Article 5 of the By-laws shall henceforth read as follows: Art. 5 - The capital stock is R$ 2,271,500,000,00 (two billion, two hundred and seventy-one million and five hundred thousand reais) fully subscribed and paidup, divided into 917,683,296 (nine hundred and seventeen million, six hundred and eighty-three thousand, two hundred and ninety-six) all nominative shares with no par value, being 316,827,563 (three hundred and sixteen million, eight hundred and twenty-seven thousand, five hundred and sixty-three) common

KLABIN S.A. Ata da Assemblia Geral Extraordinria Realizada em 20 de dezembro de 2011, s 14:30 horas

shares and 600,855,733 (six hundred million, eight hundred and fifty-five thousand, seven hundred and thirty-three) preferred shares.

b)

Approved the amendment of the By-laws, to fit in Level 1 of Corporate Governance and Law 12,431 of June 24th, 2011. As a result, the Company changed and / or included the following items to the By-laws: Art 1... Sole Paragraph - The Company, its Shareholders, Directors and Fiscal Council members are subject to the provisions of the Listing Rules of the Level 1 of Corporate Governance of BM&FBOVESPA, with a view to admission of the Company's special listing segment called Level 1 of Corporate Governance of BM&FBOVESPA - Stock Exchange, Brazilian Mercantile and Futures Exchange (BM&FBOVESPA")". Art. 12 2 Without harming the paragraph above, the shareholder attending the General Meeting with the identity document and proof of its equity interest issued by the depositary institution, until the beginning of the meeting, may attend it. " Art.14 ... 3 - Possession of the Board of Directors and the Board is subject to prior subscription to the Statement of Consent of Directors in accordance with Regulation of Level 1 of Corporate Governance, as well as the care of the legal requirements. 4 - The term of office of the Board od Directors and the Board extends to the installation of the new officers elected. " Art. 15 - The Board of Directors will have thirteen (13) members, elected by the General Shareholders' Meeting in accordance with the current legislation, for a one (1) year term of office, reelection being permitted and, for each one of the elected members, 1 (one) specific substitute member will be elected. The General Shareholders' Meeting may refrain from filling up to five (5) vacancies on the Board of Directors and any number of substitute board member vacancies.

c.1) Approved, as a result of the adoption of the international accounting standards - IFRS, the statutory reserve constitution called Biological Assets Reserve, observing the following:

KLABIN S.A. Ata da Assemblia Geral Extraordinria Realizada em 20 de dezembro de 2011, s 14:30 horas

formation in each fiscal year, by the destination of the income of the period by
which is contained on it, net of taxes effects, valuation revenue at fair value of owned biological assets and valuation revenue at fair value of biological assets of subsidiaries included in equity earnings recognized by the Controlling Company;

the value to be used for the creation of this Reserve will be limited to the
balance of "Retained Earnings" after the creation, if created, of the Legal Reserves for Contingencies, for Tax Incentives and for Unrealized Income;

in case of expenditure by reducing the fair value of biological assets (owned

and subsidiaries included in equity earnings) in the fiscal year outcome, its value, net of taxes effects, will be reverted from the Reserve for Biological Assets to Retained Earnings;

the constitution of the Reserve for Biological Assets equals to the amount of
exhaustion of the fair value of the biological assets (owned and subsidiaries included in equity earnings) calculated in the outcome of each fiscal year, net of tax effects. The performance results of existing balances in the Reserve for Biological Assets will cause the reversal of the respective values to Retained Earnings for disposal;

the Reserve for Biological Assets may not exceed the value of capital stock; in case of loss in the fiscal year outcome, and after the above
accomplishments and reversals the balance remain negative in the "Retained Earnings", balances of income reserves will be used to offset such negative balance, pursuant to the law, being the Reserve for Biological Assets the second to last to be used for this purpose and the Legal Reserve the last one. If the balance remains negative, Capital Reserves can be used for this purpose. c.2) Approved changing the calculation basis of the mandatory dividend to establish that it will be set by the constitution, development and reversal in the fiscal year, of the Reserve for Biological Assets, as approved above. Consequently, Article 25 of the Bylaws shall read as follows:

KLABIN S.A. Ata da Assemblia Geral Extraordinria Realizada em 20 de dezembro de 2011, s 14:30 horas

Art. 25 The fiscal year will begin on January 1st and will end on December 31st of each year, at which time the corresponding financial statements required by law will be prepared, subject to the following rules as regards profit sharing: a) b) Accrued losses and a provision for income tax will be deducted from the fiscal year's result; Net profits will be distributed in the following order: i) ii) five percent (5%) for the constitution of a legal reserve up to the limit of twenty percent (20%) of the capital stock; constitution of other reserves provided by law; allocation to the shareholders, in each fiscal year, of a dividend which will not be less than twenty-five percent (25%) of net profits regulated pursuant to the law and still set by the constitution, development and reversal in its fiscal year, of the Reserve for Biological Assets (items v, vi and vii) and adjusted by the account "Equity Valuation Adjustments", subject to the priority provided for the preferred shares; formation of Reserves for Investments and working capital, constituted by variable portion of 5% to 75% of the adjusted net profit in the form of the law, observed the limit foreseen in the article 199 of the Law no. 6.404/76, with the purpose of assuring resources for investments in goods of the permanent assets, working capital increments, besides through amortizations of debts, independently of the retentions of profits linked to capital budgeting's, being able to your balance to be used in the absorption of damages, whenever necessary, in the distribution of dividends, at any moment, in ransom operations, reimbursement or purchase of actions, when authorized in the form foreseen in this statute, or for incorporation to the capital stock. formation in each fiscal year, by the destination of the income of the period by which is contained on it, net of taxes effects, valuation revenue at fair value of owned biological assets and valuation revenue at fair value of biological assets of subsidiaries included in equity earnings recognized by the Controlling Company. The value to be used for the creation of this Reserve will be limited to the balance of "Retained Earnings" after the creation, if created, of the Legal Reserves for Contingencies, for Tax Incentives and for Unrealized Income. in case of expenditure by reducing the fair value of biological assets (owned and subsidiaries included in equity earnings) in the fiscal year outcome, its value, net of taxes effects, will be reverted from the Reserve for Biological Assets to Retained Earnings;

iii)

iv)

v)

vi)

KLABIN S.A. Ata da Assemblia Geral Extraordinria Realizada em 20 de dezembro de 2011, s 14:30 horas

vii)

the constitution of the Reserve for Biological Assets equals to the amount of exhaustion of the fair value of the biological assets (owned and subsidiaries included in equity earnings) calculated in the outcome of each fiscal year, net of tax effects. The performance results of existing balances in the Reserve for Biological Assets will cause the reversal of the respective values to Retained Earnings for disposal; the Reserve for Biological Assets may not exceed the value of capital stock; in case of loss in the fiscal year outcome, and after the above accomplishments and reversals the balance remain negative in the "Retained Earnings", balances of income reserves will be used to offset such negative balance, pursuant to the law, being the Reserve for Biological Assets the second to last to be used for this purpose and the Legal Reserve the last one. If the balance remains negative, Capital Reserves can be used for this purpose.

viii)
ix)

c)

The General Shareholders Meeting will resolve upon the destination of an eventual balance of net profits ascertained in the fiscal year.

1 - The Company's management, subject to the statutory limitations, may draw up six-monthly or shorter period balance sheets, as well as declare interim dividends, "ad referendum" of the General Shareholders Meeting, to be booked to the retained earnings or profit reserves accounts existing as at the latest balance sheet. 2 - The General Shareholders Meeting may determine the distribution to the Company's management of a share in net profits which will not exceed half their respective annual remuneration, nor 0.1 (one tenth) of profits, whichever is lower. 3 - The payment of dividends, unless the General Shareholders Meeting resolves differently, will be carried out within sixty (60) days, counted as of the date of their declaration, and in any event within the fiscal year.

d)

Approved Stock Granting Plan as a benefit to managers and strategic employees, only for the year 2011, upon the transfer of beneficial ownership of shares held in treasury, with subsequent transfer of the bare property, provided that such conditions agreed upon, according to the Board proposal approved by the Board of Directors at meetings held on September 22nd and November 30th, 2011, which are filed with the Company, whose implementation will comply with the manifestation of the Securities and Exchange Commission - CVM. Approved the consolidation of the Company's By-laws, which is Annex 1 to these minutes.

KLABIN S.A. Ata da Assemblia Geral Extraordinria Realizada em 20 de dezembro de 2011, s 14:30 horas

e)

Authorized the publication of these minutes with omission of the signatures of the shareholders, pursuant to Article 130, 2 of Law 6,404/76.

FILINGS The Chairman explained that the documents submitted in connection with decisions taken were numbered in sequence, are authenticated by the Board and filed with the Company. DRAWING AND READING Drawn up and read these minutes, it was approved by the present shareholders, who signed with the other present members. So Paulo, December 20th, 2011. aa) Daniel Miguel Klabin; Joaquim Mir Neto;Maria Elizabeth Toledo Pacheco; Klabin Irmos & Cia aa) Daro Participaes S.A. Daniel Miguel Klabin; LKL Participaes S.A. Lilia Klabin Levine; Presh S.A. Pedro Franco Piva; Monteiro Aranha S.A. pp) Juliana de Lira Inaba; LKL Participaes S.A. Lilia Klabin Levine; AJL Participaes e Comrcio Ltda. Celso Lafer; Presh S.A. Pedro Franco Piva; Lilia Klabin Levine; Daram Participaes Ltda. Daniel Miguel Klabin; Daniel Miguel Klabin; Celso Lafer; Joaquim Mir Neto; Glimdas Participaes S.A. Alberto Klabin