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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F _ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2016 Commission file number 1-15018 Fibria Celulose S.A. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Federative Republic of Brazil (Jurisdiction of incorporation or organization) Rua Fidêncio Ramos, 302, 3rd floor 04551-010, São Paulo, SP, Brazil (Address of principal executive offices) Guilherme Perboyre Cavalcanti Chief Financial Officer and Investor Relations Officer Phone: (55 11) 2138-4565 Fax: (55 11) 2138-4065 Email: [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class: Name of each exchange on which registered: Common Shares, without par value New York Stock Exchange* American Depositary Shares (as evidenced New York Stock Exchange by American Depositary Receipts), each representing one share of Common Stock * Not for trading purposes but only in connection with the registration on the New York Stock Exchange of American Depositary Shares representing those common shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each class of stock of Fibria Celulose S.A. as of December 31, 2016: 553,934,646 Shares of Common Stock Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. _ Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes _ No Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. _ Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes _ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer _ Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued Other by the International Accounting Standards Board _ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes _ No Table of Contents TABLE OF CONTENTS Page ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 ITEM 4. INFORMATION ON FIBRIA 22 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 89 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 98 ITEM 8. FINANCIAL INFORMATION 100 ITEM 9. THE OFFER AND LISTING 106 ITEM 10. ADDITIONAL INFORMATION 108 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 119 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 122 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 123 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 123 ITEM 15. CONTROLS AND PROCEDURES 123 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 123 ITEM 16B. CODE OF ETHICS 123 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 124 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 125 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 125 ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 125 ITEM 16G. CORPORATE GOVERNANCE 125 ITEM 16H. MINE SAFETY DISCLOSURE 127 ITEM 17. FINANCIAL STATEMENTS 127 ITEM 18. FINANCIAL STATEMENTS 127 ITEM 19. EXHIBITS 127 i Table of Contents INTRODUCTION All references in this annual report to: x “Fibria”, “we”, “our”, “us” and the “Company” are to Fibria Celulose S.A. (formerly Votorantim Celulose e Papel S.A.) and its consolidated subsidiaries (unless the context otherwise requires); x “Votorantim Group” are to the group of companies, controlled by the Ermírio de Moraes family; x “Votorantim Participações S.A.” or “VPar” are to the holding company of Votorantim Industrial S.A which was merged into Votorantim S.A. on January 1, 2016; x Votorantim S.A. (current corporate name of Votorantim Industrial S.A.), “Votorantim Industrial S.A.”, or “VID,” are to one of our controlling shareholders; x “Aracruz” are to Aracruz Celulose S.A. and its subsidiaries; x “Aracruz Acquisition” are to our acquisition of 100% equity interest in Aracruz as a result of (1) Fibria’s acquisition in the first half of 2009 of (a) Arapar S.A., or Arapar, and São Teófilo Representações e Participações S.A., or São Teófilo, whose sole assets consisted of 12.35% of the total share capital, including 28.0% of the voting share capital, of Aracruz and (b) 12.35% of the total share capital, including 28.0% of the voting share capital, of Aracruz from Mr. Joseph Yacoub Safra and Mr. Moises Yacoub Safra, or the Safra Family, (2) the acquisition of 13,828,307 common shares of Aracruz, representing 3.04% of the outstanding common shares of Aracruz and 1.34% of the total share capital of Aracruz, in the mandatory tender offer launched by Fibria that took place on July 1, 2009, (3) the acquisition of 56,880,857 common share of Aracruz from BNDES on May 27, 2009, and (4) the Stock Swap Merger as described in Item 4. Information on Fibria — A. History and Development of Fibria; x “BNDES” are to the Brazilian National Bank for Social and Economic Development owned by the Brazilian federal government; x “BNDESPar” are to BNDES Participações S.A., a wholly owned subsidiary of BNDES, the Brazilian economic and social development bank owned by the Brazilian federal government; x the “Ermírio de Moraes family” are to the families of Antônio Ermírio de Moraes, Ermírio Pereira de Moraes, Maria Helena de Moraes Scripilliti and José Ermírio de Moraes (in memoriam); x the “Brazilian government” are to the federal government of the Federative Republic of Brazil and its agencies; x “Real,” “Reais” or “R$” are to Brazilian Reais, the official currency of Brazil; x “U.S.$”, “Dollars” or “U.S. Dollars” are to United States Dollars; x “ton” and “MT” are to one metric ton (1,000 kilograms). One kilogram equals approximately 2.2 pounds; x “kiloton” are to one thousand metric tons (1,000 tons); x “BEKP” are to bleached eucalyptus kraft pulp; x “ADSs” are to our American Depositary Shares, each representing one of our common shares; x “CVM” are to the Comissão de Valores Mobiliários, the Brazilian securities commission; x “Central Bank” are to the Brazilian Central Bank, the monetary authority of Brazil; x “VCP” are to Votorantim Celulose e Papel S.A. or Fibria before the merger of Aracruz; x “Fibria Trading” are to Fibria Trading International KFT; ii Table of Contents x “Fibria — MS” are to Fibria — MS Celulose Sul Matogrossense; x “Portocel” are to a port facility in the State of Espírito Santo, which is operated by Portocel — Terminal Especializado de Barra do Riacho S.A., a subsidiary with 51% interest held by Fibria and 49% interest held by Celulose Nipo-Brasileira S.A. — CENIBRA; x “Parkia” are to Parkia Participações S.A. x “Commission” are to the Securities and Exchange Commission; x “IFRS” are to International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB); x “NYSE” are to the New York Stock Exchange; and x “BM&FBOVESPA” are to BM&FBOVESPA S.A - Bolsa de Valores, Mercadorias e Futuros, the Brazilian Stock Exchange. As used in this annual report, one hectare equals approximately 2.471 acres and one kilometer equals approximately 0.621 miles. References in this annual report to nominal production capacity or production capacity mean annual projected capacity for which the facility was designed, with the facility operating under optimal conditions, 24 hours a day, for 365 days a year and subject to reductions in rates of production for scheduled maintenance only. Actual production capacity may vary depending on operating conditions, the grades of pulp produced and other factors. PRESENTATION OF FINANCIAL AND OTHER DATA We have prepared our consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014 included herein in compliance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

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