KLABIN S.A. CNPJ/MF: no. 89.637.

490/0001-45 NIRE: 35300188349 Publicly Traded Company

MATERIAL FACT

Pursuant to article 157, 4 of Law no. 6.404/1976 and to CVM Instruction no. 319/1999, and in furtherance to the Material Facts dated June 11, 2013 and October 21, 2013, Klabin S.A. (Klabin or Company) hereby informs its shareholders and the market in general that, on the date hereof, a General Shareholders Meeting of the Company (GSM) has been called to take place on November 28, 2013, at which, among other matters, the shareholders shall resolve upon the merger, into Klabin, of the companies RIOPRIMA PARTICIPAES S.A., a corporation with headquarters at Avenida Brigadeiro Faria Lima no. 3600 4th floor, office 44, So Paulo, SP, enrolled at the CNPJ/MF under no. 05.867.475/0001-01 (Rioprima) and COMODORO PARTICIPAES S.A., a corporation with headquarters at Avenida Brigadeiro Faria Lima no. 3600 4th floor, office 47, So Paulo, SP, enrolled at the CNPJ/MF under no. 05.867.503/0001-82 (Comodoro, and, jointly with Rioprima, Holdings), the direct controlling shareholders of the Company, pursuant to the terms and conditions set forth in the Merger Protocol disclosed to the shareholders on the date hereof, which are reflected below (the Merger). 1. Merger of the Holdings into the Company

The transaction shall consist of the merger of the Holdings (direct controlling shareholders of the Company) into Klabin, resulting in the extinction of the Holdings, which shall be succeeded by Klabin pursuant to articles 227 and 264 of Law no. 6.404/76. On the date hereof, the Holdings own, in the aggregate, 188.497.407 common shares issued by the Company, which correspond to 59,49% of its voting stock; the entirety of Comodoros shares are held by Klabin Irmos & Cia. (KIC), and the entirety of Rioprimas shares are held by Niblak Participaes S.A. (Niblak, and, jointly with KIC, the Controlling Shareholders).

Therefore, once the Merger has been concluded, the Holdings shall cease to exist, and the Controlling Shareholders shall acquire a direct stake in and direct control of Klabin. 2. Purposes, Benefits and Reasons of the Merger

As previously informed by means of the Material Fact published on June 11, 2013, the Merger is included in the proposal submitted to the Company by the Controlling Shareholders, and approved by Klabins Board of Directors, on June 11, 2013, which contemplates a corporate restructuring seeking the listing of the Companies shares in BM&FBovespas special listing segment Nvel 2 (Level 2) (the Proposal). As informed by means of the Material Fact dated October 21, 2013, on this same date the Board of Directors resolved to carry on the appropriate measures for the implementation of the Proposal and for the funding needed for the construction of a new industrial plant in the city of Ortigueira (PR) (Project Puma). The transaction contemplated by the Proposal is comprised of several interlocked and interdependent steps, the effectiveness of each step being conditioned to the successful completion of the others. Such steps include: (i) the approval of the Merger; (ii) the change in the rights of the Companys preferred shares, to be approved at the Preferred Shareholders Meeting; (iii) the approval of the reformed and restated Bylaws of the Company, for purposes of adjusting it to the rules of BM&FBovespas Level 2; (iv) the creation of a Unit program for the Company, each Unit being comprised of 1 (one) common share and 4 (four) preferred shares issued by the Company; and (v) the authorization by BM&FBovespa for the Level 2 listing. In addition to the aforementioned steps, the effectiveness of the Merger, even after its approval at the GSM, shall be subject and conditioned to the successful conclusion of the Companys funding by means of the issuance of shares or other securities convertible into shares, or both, to be timely resolved by the Companys management, so as to allow Klabin to directly develop Project Puma, as approved by the Board of Directors on October 21, 2013 and as contemplated by the Material Fact published on that same date (Funding). In the view of Klabins management, the Merger is justified by the substantial benefits that the implementation of the Proposal will generate to Klabin and its shareholders, including the adoption of improved corporate governance practices and the granting of new rights to minority shareholders, which are contemplated by BM&FBovespas Level 2 rules. Furthermore, the approval of the Proposal will allow Klabin to directly develop Project Puma, thus promoting the alignment of interests among potential investors, shareholders and stakeholders, given that (i) it will allow future integration with paper packaging machinery of the Company, (ii) it will bring substantial operating improvements and synergies to the Companys production chain, and (iii) it will ultimately be more advantageous to the Company, potentially reducing the dilution of its shareholders. 3. Previous Negotiations and Corporate Actions

On June 11, 2013, the Controlling Shareholders submitted the Proposal to Klabins Board of Directors, which set forth the conditions for its implementation (among which, the approval of the Merger). On that same date, the Board approved the Proposal. On October 21, 2013, Klabins Board of Directors, resuming the measures for the implementation of the Proposal, approved the continuation of the studies of the alternatives for the Companys Funding, so as to allow Klabin to directly develop Project Puma, as well as the calling of the GSM, to be effected within 15 days as from the Board meeting, in order to resolve upon the measures leading to the implementation of the Proposal, the effectiveness of which shall be subject to the successful accomplishment of the Funding. On October 30, 2013, Klabins Board of Directors held another meeting, during which it approved, among other matters, the execution of the Merger Protocol and the calling of the GSM and of the Preferred Shareholders Meeting (PSM), both to be held on November 28, 2013, for submission to the shareholders (according to the competence of each Shareholders Meeting) of, among other matters, the Merger and the restatement of the Bylaws for the creation of the Units and the listing in BM&FBovespas Level 2, including the changes to the rights of the preferred shares, the effectiveness of which shall be subject to the successful accomplishment of the Funding, as stated above. On the date hereof, Klabins Audit Council deliberated, unanimously, favorably to the Merger. 4. Exchange Ratio, Number and Types of Shares to be Attributed to the Controlling Shareholders, and Rights of such Shares The share exchange ratio established for the Merger was contemplated by the Proposal submitted by the Controlling Shareholders, which was approved by Klabins management and shall be submitted to the approval of its shareholders at the GSM, with respect to which the Controlling Shareholders have already undertaken not to exercise the voting rights of their common shares, except for the sole purpose of comprising the quorum for the resolution which may be approved by the majority of the non controlling shareholders. Therefore, the managements understanding is that, if the Merger is approved at the GSM, the share exchange ratio shall have been freely negotiated and agreed by independent parties. The shareholders of the Holdings shall receive 1,15 common shares issued by Klabin for each common share held in the Holdings, resulting in the issuance, by Klabin, of a total of 216.772.018 new common shares, all registered and with no par value, which shall be attributed to the Controlling Shareholders in exchange for the shares held in the Holdings, which shall result in a raise of the Controlling Shareholders stake in Klabins voting capital by 15%, and in a dilution of approximately 3% of the remaining shareholders stake in Klabins capital. Klabins common shares to be attributed to the Holdings shareholders, in exchange for their respective shares held in the Holdings, shall have the same rights conferred upon the common shares issued by Klabin which are then outstanding, and the Holdings

shareholders shall participate in all of the benefits, including dividends and capital remuneration, which may be declared by Klabin. 5. Appraisals

The Holdings assets and liabilities were valued according to their book value, based on the Holdings audited financial statements as of October 30, 2013. Pursuant to articles 226 and 227 of Law no. 6.404/76, Lorenzo & Associados Ltda., a company with headquarters in So Paulo-SP, at Rua Faustolo no. 1628, block 123-B, enrolled at the CNPJ/MF under no. 04.607.716/0001-40 and at the CRC/SP under no. 2SP021256/O0 (Lorenzo) was hired to carry out the appraisal, at book value, of the Holdings net worth. The hiring of Lorenzo shall be submitted to the ratification and approval of the shareholders of the Holdings and Klabin. According to the Holdings Appraisal Reports, the net worth of Comodoro, at book value, amounts to R$ 960.952.293,02 and the net worth of Rioprima, at book value, amounts to R$144.904.662,51, adding to a total net worth of R$ 1.105.856.955,53 to be merged into Klabin. For purposes of article 264 of Law no. 6.404/76, Apsis Consultoria Empresarial Ltda., a company with headquarters at Rua So Jos, no. 90 group 1.082, in the City and State of Rio de Janeiro, enrolled at the CNPJ/MF under no. 27.281.922/0001-70 (Apsis) was hired to carry out the appraisal at market value of the assets and liabilities of the Holdings and Klabin. The appraisal of the Holdings and Klabins assets and liabilities was carried out as per the same criteria and having September 30, 2013 as base date, having resulted, solely for the informational purposes of article 264 of Law no. 6.404/76, in a share exchange ratio of (i) 1 share issued by Comodoro for each share issued by Klabin; and (ii) 1 share issued by Rioprima for each share issued by Klabin. Lorenzo, Apsis and their respective professionals responsible for the appraisals declare (i) not to have any direct or indirect interest in the companies involved in the Merger nor in the transaction at hand, as well as not to have any conflict of interests, whether current or potential, with respect to the controlling or minority shareholders of either company, or with respect to the transaction itself, or to be aware of any other relevant circumstance which might represent a conflict of interests, and (ii) that no controlling shareholder or manager of the companies directed, restrained, impaired or otherwise took any actions which compromised or might have compromised the access, the use or the knowledge of the information, assets, documents or work methodologies relevant to the quality of their respective conclusions. 6. Composition and Effects over the Capital Stock of the Holdings and Klabin Comodoro has a capital stock of R$ 479.460.068,53, comprised of 163.797.753 common shares, all registered and with no par value, and Rioprima has a capital stock of R$ 72.299.323,72, comprised of 24.699.654 common shares, all registered and with no par value. Klabin has a capital stock of R$ 2.271.500.000,00, comprised of 917.683.296 shares, all registered and with no par value, of which 316.827.563 are common shares and 600.855.733 are preferred shares.

Considering that the Holdings assets consist almost entirely of shares issued by Klabin, the Merger shall not result in an increase in Klabins capital stock, provided that the amount of R$ 2.000,00, which corresponds to cash in the amount of R$ 1.000,00 in each of the Holdings, will be allocated to Klabins capital reserve by occasion of the Mergers conclusion. The Merger shall result in the issuance of 216.772.018 new common shares by Klabin, which shall be attributed to the Controlling Shareholders in the proportion of 188.367.416 shares to KIC and 28.404.602 shares to Niblak, in exchange for the shares held by the Controlling Shareholders in the Holdings to be cancelled by virtue of the Merger. The shares issued by Klabin and held by the Holdings shall be cancelled by virtue of the Merger, so that Klabins capital stock following the Merger will be comprised of 345.102.174 common shares and 600.855.733 preferred shares, all registered and with no par value. 7. Equity Changes

The equity changes occurred in the Holdings after the base date of October 30, 2013 shall be appropriately accounted for and booked by Comodoro and Rioprima. 8. Changes to Bylaws

Upon approval of the Merger, the wording of Article 5 of Klabins Bylaws shall be altered in order to reflect the new number of shares resulting from the Merger, as follows: Article 5 The amount of the capital stock, fully subscribed and paid in, is R$ 2.271.500.000,00, comprised of 945.957.907 shares, all registered and with no par value, of which 345.102.174 are common shares and 600.855.733 are preferred shares. Still in the context of the Proposal, the reform and restatement of Klabins Bylaws will be submitted to the GSM which resolves upon the Merger and to the PSM, to the extent applicable, in order to adjust the Bylaws to the terms reflected in the Proposal, pursuant to the new wording to be submitted to the shareholders on that date. 9. Corporate Actions and Withdrawal Rights

The following corporate actions shall be required for the effective conclusion of the Merger: (a) GSM of Klabin to, among other matters, (i) approve the Merger under the terms and conditions of the Merger Protocol; (ii) ratify the hiring of Lorenzo and Apsis as appraisers of, respectively, the Holdings net worth at book value and of Klabins and Holdings assets and liabilities at market value, having prepared the respective Appraisal Reports; (iii) approve the aforementioned Appraisal Reports; (iv) approve the change to article 5 of Klabins Bylaws in order to reflect the issuance of 216.772.018 new common shares to be attributed to the Controlling Shareholders in exchange for the shares held in the Holdings; and (v) approve the reform and restatement of Klabins Bylaws in order to adjust it to the terms reflected in the Proposal; and

(b) Shareholders Meetings of the Holdings to, among other matters, approve (i) the Merger under the terms and conditions of the Merger Protocol; and (ii) the practice, by the Holdings managers, of the acts which may be necessary to the implementation of the Merger, including the subscription of the new shares to be issued by Klabin and attributed to the Controlling Shareholders. The Merger shall not give rise to withdrawal rights in the Holdings, which shareholders have already agreed to such transaction by submitting the Proposal, nor in Klabin, where said rights shall not be applicable pursuant to Law no. 6.404/76. 10. Unnacounted Liabilities and Contingencies

The Holdings do not have any liabilities or contingencies which have not been properly booked or accounted for, which could be transferred to Klabin by virtue of the Merger, as legal successor of the Holdings. 11. Costs

The costs and expenses which may be incurred in connection with the implementation of the Merger are currently estimated at R$ 1.500.000,00, of which approximately R$ 1.350.000,00 are for legal, accounting and financial advisors, and R$ 150.000,00 are for publishing and other related costs. 12. Additional Information

Interlocked Transactions and Conditions for Effectiveness. As mentioned in item 2 above, pursuant to the Proposal, the approval of the Merger shall depend on the unrestricted approval of the remaining matters contained in the GSMs and PSMs agendas, given that the Merger and the other matters submitted to Klabins shareholders at the GSM and PSM are interdependent transactions. Additionally, the effectiveness of the Merger and of the reform and restatement of the Bylaws referred to in item 2 above will be subject to the successful conclusion of the Funding. Documents. The Merger Protocol, the Appraisal Reports, the new Bylaws of Klabin, as well as the documents required by CVM Instruction no. 319/1999 and CVM Instruction no. 481/2009 and all related documents are available at the websites of CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br), and at Klabins investor relations website (http://www.klabin.com.br/ir), and also at Klabins headquarters, located at Avenida Brigadeiro Faria Lima, 3600, 3th, 4th and 5th floors, Itaim Bibi, in the city of So Paulo, State of So Paulo. So Paulo, November 1st, 2013. Antonio Sergio Alfano Investor Relations Officer