SUZANO S.A.
Publicly-held Company with Authorized Capital
CNPJ/MF No. 16.404.287/0001-55
NIRE No. 29.300.016.331
MINUTES OF THE BOARD OF DIRECTORS MEETING
("Meeting")
- DATE, TIME AND PLACE: Held on July 22, 2019, at 10 a.m., at the branch office of Suzano S.A. ("Suzano" or "Company"), located at Avenida Brigadeiro Faria Lima, 1355, 8th floor, in the City of São Paulo, State of São Paulo or through conference call, the Company's Board of Directors met.
- ATTENDANCE: Present the totality of members of the Board of Directors: David Feffer (Chairman of the Board of Directors), Claudio Thomaz Lobo Sonder (Vice Chairman of the Board of Directors), Daniel Feffer (Vice Chairman of the Board of Directors, voting by e-mail), Antonio de Souza Corrêa Meyer (Director, voting by e- mail), Jorge Feffer (Director, voting by e-mail), Maria Priscila Rodini Vansetti Machado (Director, voting by e-mail), Nildemar Secches (Director, voting by e-mail), Rodrigo Kede de Freitas Lima (Director, voting by e-mail) and Ana Paula Pessoa (Director, voting by e-mail).
- CHAIRMAN AND SECRETARY: Mr. David Feffer presided the Meeting and Mr. Vitor Tumonis acted as secretary.
- AGENDA: Resolve on: (i) the proposal of amendment to the Company's Bylaws with the purpose of amending the Second Paragraph of Article 25 of the Company's Bylaws ("Amendment to the Bylaws"), with the consequent consolidation of the Company's Bylaws in order to reflect the Amendment to the Bylaws; and (ii) the convening of the Company's Extraordinary General Meeting ("EGM") with the purpose of deliberating on the proposal described in item (1) above.
- RESOLUTIONS: Once the Meeting was established, after examination and discussion of the matters on the agenda, the members of the Board of Directors present, by unanimous vote and without any restrictions, resolved:
- Approve and submit to the EGM the proposal of: (i) Amendment to the Bylaws; and (ii) consolidation of the Company's Bylaws in order to reflect the Amendment to the Bylaws. The proposal of Amendment to the Bylaws, constitutes the Appendix Iof the present minutes.
- Approve to convene the Suzano's EGM, to resolve on the matters above.
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5.3. Subject to the provisions of the Company's Bylaws, to authorize the Company's Board of Executive Officers to perform any and all acts, enter into any contracts and / or instruments and any additions, necessary or convenient to the effectiveness of the above resolutions.
6. CLOSING: There being no further matters to be discussed, the meeting was adjourned, and these minutes were drawn up, read, approved and signed by all members of the Board of Directors physically present. Presiding Board: David Feffer - Chairman; Vitor Tumonis - Secretary. Directors: (i) David Feffer; (ii) Cláudio Thomaz Lobo Sonder; (iii) Daniel Feffer; (iv) Jorge Feffer; (v) Antônio de Souza Corrêa Meyer; (vi) Maria Priscila Rodini Vansetti Machado; (vii) Nildemar Secches; (viii) Rodrigo Kede de Freitas Lima; and (ix) Ana Paula Pessoa.
This is a true copy of the original drawn up in the Company's records.
São Paulo, July 22, 2019.
Presiding Board:
__________________________ | __________________________ |
David Feffer | Vitor Tumonis |
Chairman of the Meeting and of the Board | Secretary |
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SUZANO S.A.
Publicly-held Company with Authorized Capital
CNPJ/MF No. 16.404.287/0001-55
NIRE No. 29.300.016.331
MINUTES OF THE BOARD OF DIRECTORS MEETING
of July 22, 2019
APPENDIX I - PROPOSAL OF AMENDMENT TO THE BYLAWS
Amendments - Origin, | ||||||
Current Bylaws | Proposed Bylaws | Justification and Analysis | ||||
of Effects | ||||||
Second Paragraph | of | Second Paragraph | of | The | proposed amendment | |
Article 25 - The SAC is a | Article 25 - The SAC is a | seeks to reflect, clearly and | ||||
permanent body, and shall | permanent body, and shall | objectively, | the | possibility | ||
be comprised by, at least, | be comprised by, at least, | of a mixed composition of | ||||
three (3) and, at most, five | three (3) and, at most, five | the | Statutory | Audit | ||
(5) members, with a | two | (5) members, with a | two | Committee | by | members |
- year term of office, (2) year term of office, that integrates or not the appointed and removed by appointed and removed by Board of Directors of the
the Board of Directors, that | the Board of | Directors, | in | Company pursuant | to the | ||||||||||||||
meet | the | independence | accordance | with | the | terms of Article 31-C of | |||||||||||||
requirements and provided | following | criteria: | (i) | at | ICVM | 308. | The proposed | ||||||||||||
that, | at | least | one | (1) | least one of the members of | amendment | does | not | |||||||||||
the SAC shall also be a | generate legal or economic | ||||||||||||||||||
member, | has | recognized | |||||||||||||||||
member | of | the | Board | of | effects, since the | current | |||||||||||||
experience | in | matters | of | ||||||||||||||||
Directors of the Company; | composition | of | the SAC | ||||||||||||||||
corporate accounting, as set | |||||||||||||||||||
(ii) at | least one of | the | already obeys | in practice | |||||||||||||||
forth | in the Internal Rules | ||||||||||||||||||
members of the SAC shall | the | requirements | here | ||||||||||||||||
of | the | SAC, | in | the | |||||||||||||||
not be | a member of | the | expressly included | in the | |||||||||||||||
applicable | legislation | and | |||||||||||||||||
Board of | Directors | of | the | Bylaws. | |||||||||||||||
in the | rules issued | by | the | ||||||||||||||||
Company; | (iii) | the | |||||||||||||||||
regulatory | bodies | of | the | ||||||||||||||||
members of the SAC shall | |||||||||||||||||||
capital | markets | and stock | |||||||||||||||||
not integrate | the Statutory | ||||||||||||||||||
exchanges | in | which | the | ||||||||||||||||
Executive | Board | of | |||||||||||||||||
securities are listed of | the | ||||||||||||||||||
Officers | of | the | Company; | ||||||||||||||||
Company. The SAC shall | |||||||||||||||||||
(iv) the | majority of the | ||||||||||||||||||
have a Coordinator, whose | |||||||||||||||||||
members | shall | meet | the | ||||||||||||||||
activities shall | be | defined | |||||||||||||||||
applicable | independence | ||||||||||||||||||
in the Internal Rules of the | |||||||||||||||||||
requirements; | and | (v) | at | ||||||||||||||||
SAC. | |||||||||||||||||||
least one (1) member shall | |||||||||||||||||||
have | a | recognized | |||||||||||||||||
experience | in | matters | of | ||||||||||||||||
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corporate accounting, as set forth in the Internal Rules of the SAC, in the applicable legislation and in the rules issued by the regulatory bodies of the capital markets and stock exchanges in which the securities are listed of the Company. The SAC shall have a Coordinator, whose activities shall be defined in the Internal Rules of the SAC.
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Suzano SA published this content on 22 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 July 2019 22:14:04 UTC