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")

  1. 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.
  2. 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).
  3. CHAIRMAN AND SECRETARY: Mr. David Feffer presided the Meeting and Mr. Vitor Tumonis acted as secretary.
  4. 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.
  5. 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:
  1. 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.
  2. 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

  1. 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