Klabin S A : Minutes of Board of Directors Meeting

KLABIN S.A.

CNPJ/MF No89.637.490/0001-45

NIRE No35300188349

MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD

MARCH 07, 2024

1. 1. Date, time and place: On the seventh (7th) day of the month of March, 2024, at 2:00 p.m., the Board of Directors of Klabin S.A. ("Company"), with registered offices at Avenida Brigadeiro Faria Lima, 3.600, 5th floor, City and State of São Paulo, met by videoconference.
   2. Convening: The Directors were called to convene in advance, pursuant to Article 18 of the Bylaws.
   3. Attendance: The full complement of the members of the Board of Directors, as named at the end of these minutes.
   4. Chair: Amanda Klabin Tkacz - Chair and Mariangela Daniele Maruishi Bartz -
      Secretary.
   5. Agenda: To resolve on the following (a) proposing to the General Meeting a capital increase for the Company in the amount of one billion and six hundred million (1,600,000,000.00) Brazilian Reais by means of bonus shares; (b) the overall compensation of the Managers and of the Fiscal Council in fiscal year 2024; (c) calling the convene the Company's Annual and Extraordinary General Meeting; and (d) the Management Proposal for the Annual and Extraordinary General Meeting of 2024.
   6. Matters and resolutions taken: Commencing the resolutions, the Directors unanimously approved the drawing of these minutes in summary form pursuant to article 130, Paragraph 1, of the Corporations Law. Having discussed the matters on the agenda, the Directors resolved:
2. unanimously, to propose to the Annual and Extraordinary General Meeting a capital increase for the Company in the amount of one billion and six hundred million

(1,600,000,000.00) Brazilian Reais by means of the partial capitalization of the balance of the Company's Earnings Reserve, with the issuance of five hundred and sixty -one million, seven hundred and eighty-nine thousand, two hundred and seventy-five (561,789,275) new shares of which two hundred and eight million one hundred and seventy two thousand, eight hundred and sixty (208,172,860) common shares; and three hundred and fifty-three million, six hundred and sixteen thousand, four hundred and fifteen (353,616,415) preferred shares, no par, to be allocated at no charge to the shareholders as bonus shares, at a ratio of one (1) new share for every ten (10) shares of the Company, pursuant to the contents of Article 169 of the Corporations Law.

The cost allocated to the bonus shares shall be R$ 2.84804297839 per share, for the purposes of the contents of Article 58, Paragraph 1, of Standard Instruction of the Brazilian Federal Revenue Service no1.585/15.

Share fractions arising from the bonus may be traded for a period of 30 days and, at the end of this period, any remaining fractions shall be grouped together into shares and auctioned off at the stock exchange, with the proceeds of the auction being distributed pro- rata among the holders of the said fractions, in cash. Pursuant to Article 11, item (a) of Klabin's Bylaws, Unit shares shall be used to for Units, but shares that cannot be place d into Units shall be credited directly to the shareholders.

Pursuant to item 5.2 Klabin's Units-basedLong-Term Incentive Plan, to approve replicating the above rationale for the purposes of the Units subject to the "Programa de Outorga de Units para Todos da Klabin", awarding Management the powers to take the necessary measures to do so, including financial settlement of an fractions of Units under the Program, and., if necessary, to amend the respective "Units Purchase, Sale, Awarding and Usufruct Agreement" executed with employees, to reflect and implement the herein resolution;

1. by a majority vote, the proposal to be submitted to the Annual General Meeting: (i) overall management compensation for fiscal year 2024 in a total amount up to ninety-two million, five hundred and twenty-seven thousand, nine hundred and thirty-there Brazilian Reais and six centavos (R$ 92,527,933.06), with an estimated amount up to thirteen million, six hundred and fifty-three thousand, eight hundred and twenty Brazilian Reais and 28 centavos (R$ 13,653,820.28) allocated to the Board of Directors; an amount up to one million and eighty thousand Brazilian Reais (R$ 1,080,000.00) to the advisory Committees to the Board of Directors; and an amount up to seventy seven million, seven hundred and ninety four thousand one hundred and twelve Brazilian Reais and seventy-eight centavos (R$ 77,794,112.78) to the Statutory Officers; and (ii) overall compensation of the members

of the Fiscal Council in Fiscal Year 2024, in a total amount up to two million, sixty three thousand one hundred and thirty-three Brazilian Reais and forty one centavos (R$ 2,063,133.41).

Director Mauro Gentile Rodrigues da Cunha abstained from voting on the overall management compensation in fiscal year 2024, because he understands that he did not have the opportunity to materially discuss the proposals of the People and Culture Committee, which were approved by the other members of the Board of Directors and display several opportunities for improvement. He also drew attention in particular to the excessive use of the EBITDA indicator, which does not adequately measure Klabin's performance, to the absence of discretionarity in leadership evaluation, opportunities for improvement in the evaluation process for Officers and the parameters of long-term compensation, including the (virtual) Share-Based Plan not approved at the General Meeting (ILP Performance), which - in his understanding - would be a best practice, among other points. Director Isabella Saboya de Albuquerque seconded Mr. Mauro's vote and comments.

1. unanimously, to call to convene the Company's Annual and Extraordinary General Meeting, to be held April 16, 2024, authorizing Management to take all steps needed to call the General Meeting to convene; and
2. by a majority vote, the Management Proposal for the Annual and Extraordinary General Meeting, whose agenda shall include: I. Take the managers' accounts, examine, discuss and vote on the Management Report and the Company's Financial Statements, accompanied by the Independent Audit Report and the Opinion of the Fiscal Council, referring to the fiscal year ended on December 31, 2023; II. Resolve on the allocation of the net income from the fiscal year ending on December 31, 2023; III. Set the number of seats on the Board of Directors for the next term; IV. Elect the members of the Board of Directors; V. Elect the members of the Fiscal Council; VI. Resolve on the global annual management compensation amount in fiscal year 2024; VII. Resolve on the global annual compensation of the members of the Fiscal Council in fiscal year 2024; VIII. Resolve on the capital increase of the Company by means of bonus shares, as well as on the amendment to the Bylaws; and IX. Resolve on the acquisition of a controlling interest on the Societies (Caetê Project), pursuant to Article 256 of the Corporations Law.

Director Mauro Gentile Rodrigues da Cunha voted against the allocation of net income, in line with statements entered into the minutes over the course of fiscal year 2023, given the Company's leverage degree and the potential to allocate funds to value-generating projects. Director Isabella Saboya de Albuquerque seconded Mr. Mauro.

7. Closing: With nothing further on the agenda, the meeting adjourned and the present minutes were drawn and, having been read and approved, were signed by the Directors in attendance and by the secretary.

São Paulo, March 07, 2024.

Amanda Klabin Tkacz - President, Mariangela Daniele Maruishi Bartz - Secretary, Alberto Klabin, Wolff Klabin, Vera Lafer, Luis Eduardo Pereira de Carvalho, Horacio Lafer Piva, Maria Eugênia Lafer Galvão, João Adamo Junior, Celso Lafer, Roberto Luiz Leme Klabin, Amaury Guilherme Bier, Marcelo Mesquita de Siqueira Filho, Mauro Gentile Rodrigues da Cunha e Isabella Saboya de Albuquerque.

__________________________________________________________________________

I certify that the above is the authentic transcript of the minutes of the meeting of the Board of Directors held March 07, 2024, at 2:00 p.m., entered into the appropriate ledger.

Mariangela Daniele Maruishi Bartz

Secretary