KLABIN S.A. 2
CONTENTS
Call for 2024 Annual and Extraordinary General Meeting_ _ _ | _ _ _ | _ _ _ | _ _ _ | _ _ _ | _ | 3 | ||||||||||||||||||||
General information about the Meeting_ _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ 4 | |||||||||
How we tackled our challenges in 2023 _ | _ __ | _ | _ __ | _ | _ __ | _ | _ __ | _ | _ __ | _ _ __ | _ _ __ | _ | _ __ | _ | _ _ | 11 | ||||||||||
Message from the Board _ _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | _ _ 11 | |||||||
Klabin Aspiration _ _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ | __ | _ _ | __ | _ _ | __ | _ | _ | __ | _ _13 | ||||||||||
What stood out in 2023 _ _ _ __ | _ _ __ | _ _ __ | _ _ __ _ _ __ _ _ __ _ _ __ _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ | 14 | |||||||||||||||||
Klabin's culture_ _ _ | _ _ _ | _ _ _ | _ _ _ | _ _ _ | _ _ _ | _ _ _ | _ _ _ | _ _ _ | _ _ _ | _ _ _ | _ _ _ | 14 | ||||||||||||||
People management_ _ ___ _ ___ _ ___ _ | ___ | _ ___ _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | _ | 16 | ||||||||||||
Sustainable development management _ _ _ __ | _ _ | __ | _ _ | __ | _ _ | __ | _ _ | __ | _ | _ | __ | _ | 18 | |||||||||||||
Operational efficiency in forests and plants _ | _ _ | __ | _ _ | __ | _ _ | __ | _ _ | __ | _ | _ | __ | _ _21 | ||||||||||||||
Corporate governance_ _ ___ _ ___ _ ___ _ ___ _ ___ _ | ___ | _ ___ _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | _ | 23 | 4 | |||||||||||
Governance structure _ _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ | __ | _ _ | __ | _ _ | __ | _ _ | __ | _ | _ | __ | _ | 24 | 11 | ||||||||
Supervision of the Board of Directors _ _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | _ | 25 | 11 | |||||||||||
Main resolutions of the | 12 | |||||||||||||||||||||||||
Board of Directors in 2023 _ _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ | _ __ | _ | 25 | |||||||||||||||
Investor engagement _ _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ | _ __ | _ | 28 | 13 | |||||||||||||
Risk management _ _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ | _ __ | _ | 29 | 14 | ||||||||||||
Risk governance _ _ | ___ _ | ___ _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | _ _31 | 16 | ||||
AGENDA - ANNUAL AND EXTRAORDINARY GENERAL MEETING __ _ | _ __ _ | _ __ _ | _ __ | 34 | ||||||||||||||||||||||
2023 Financial Statements _ _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ | _ __ | _ | 35 | 17 | ||||||||||||||
20 | ||||||||||||||||||||||||||
Approval of | 22 | |||||||||||||||||||||||||
Net Income Allocation for 2023_ _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ | _ __ | _ | 36 | ||||||||||||||||
Election of the members of | 25 | |||||||||||||||||||||||||
the Board of Directors_ _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ _ __ | _ | _ __ | _ | 37 | ||||||||||||||
AGENDA ITEMS FOR THE GENERAL MEETING | Election of Audit Committee members__ __ _ __ __ _ __ __ _ __ __ _ __ __ _ __ __ _ __ __ | 50 | 26 | |||||||||||||||||||||||
Resolution on the annual compensation of management and members28 | ||||||||||||||||||||||||||
of the Audit Committee for 2024__ | _ __ | _ | _ __ | _ | _ __ | _ | _ __ | _ _ __ | _ | _ __ | _ | _ __ | _ | _ __ | 54 | |||||||||||
Proportion of each element in the total compensation, in the last | ||||||||||||||||||||||||||
three years _ _ ___ _ ___ _ ___ _ ___ _ ___ _ | ___ | _ ___ _ | ___ | _ | ___ _ | ___ | _ | ___ | _ | ___ | _ | _ | 57 | |||||||||||||
Performance indicators considered in the compensation _ | _ _ __ | _ | _ __ | _ | 58 | |||||||||||||||||||||
Increase in the Company's capital stock, through the capitalization of | ||||||||||||||||||||||||||
part of the profit reserves, with bonus shares__ | _ __ | _ | _ __ | _ | _ __ | _ | _ __ | _ | _ __ | 66 | ||||||||||||||||
Amendment to article 5 of the Company's bylaws to reflect the | ||||||||||||||||||||||||||
increase in capital stock, in the event of approval of item (i) to be | ||||||||||||||||||||||||||
resolved at an Extraordinary Shareholders' Meeting _ _ _ __ | _ _ __ | _ | _ __ | _ | 67 | |||||||||||||||||||||
Approval of the Caetê Project, | ||||||||||||||||||||||||||
under the terms of Article 256 of Law 6.404/76 _ _ | ___ | _ | ___ | _ | ___ | _ | ___ | _ | _ | 68 |
Klabin Shareholder's Handbook - 2024
3
CONVENING OF THE 2024
ANNUAL AND EXTRAORDINARY
GENERAL MEETING
Summary of this Manual
Dear shareholder,
Some information is highlighted below to help you analyze the proposals on the agenda for the Annual and Extraordinary General Meeting ("AEGM"). For detailed information on each topic, please read the Management Report and Management Proposal available on our Investor Relations website.
Annual General Meeting
WHEN:
4/16/2024, 10 am
WHERE:
online (Zoom platform)
MEETING MATERIALS:
go to https://ri.klabin.com.br/.
IF YOU HAVE ANY QUESTIONS ABOUT THIS MATERIAL, CONTACT US: invest@klabin.com.br
PARTICIPATION:
you can participate directly via the digital platform, through a properly appointed proxy or by submitting a remote voting form. Find out more below about
the voting procedures and detailed information on the Meeting.
Deliberations
Agenda of the AEGM
- Review the management accounts, examine, discuss and vote on the Company's Management Report and Financial Statements, accompanied by the opinions issued by the Independent Auditors and the Audit Committee, for the fiscal year ending December 31, 2023 (see Results Center, on the Investors Relations website).
- Decide on the allocation of earnings for the fiscal year ending December 31, 2023.
- Set the number of seats on the Board of Directors for the next term.
- Elect the members of the Board of Directors.
- Elect the members of the Audit Committee.
- Decide on the annual and overall compensation for management in fiscal year 2024.
- Decide on the annual and overall compensation for members of the Audit Committee in fiscal year 2024.
- Increase in the Company's capital stock, through the capitalization of part of the profit reserves, with bonus shares.
- In the event of approval of the increase in the Company's capital stock, to resolve on the amendment of article 5 of the Company's Bylaws to reflect the increase in capital stock.
- Approval of the Caetê Project, under the terms of Article 256 of Law 6.404/76.
Klabin I Shareholder's Handbook - 2024
4
GENERAL
INFORMATION FOR THE
GENERAL MEETING
APRIL | 10 am | online |
16, 2024 | (Zoom |
platform)
Who can participate:
all shareholders holding shares issued by the Company, including those held by way of units, provided that they prove, with the appropriate documentation, their identity and their respective shareholding interest, pursuant to article 15, paragraph 2, of the Company's Bylaws and article 126 of Law 6,404/76.
Right to vote:
only the common shares issued by the Company will be entitled to vote in the deliberations included in the AEGM Agenda.
How to participate:
shareholders can participate in the AEGM virtually, through a digital platform, or by sending a remote voting form. The Company will waive the requirement for the notarization and submission of certified copies of identity documents, proof of powers, and power of attorney documents. We emphasize, however, that documents that are not drawn up in Portuguese must be accompanied by the respective translation.
Participation via digital platform
1. Registration | 2. Submission of | 3. Accreditation of | 4. Videoconference | |||
through the Qi | documentation | the shareholder by | participation | |||
Central portal. | at least 48 hours | Klabin and sending | via Zoom. | |||
before the AEGM. | of instructions | |||||
with link. | ||||||
Klabin I Shareholder's Handbook - 2024
5
Shareholders who choose to participate in the AEGM via a digital platform must register at the following address: https://qicentral.com.br/m/agoe-klabin-2024.
Shareholders must submit to the Company, via the aforementioned platform, scanned copies of the following documents:
Individuals | • Photo ID of the shareholder or, if applicable, photo ID of their attorney-in-fact and |
the respective power of attorney document. | |
Legal | • Latest bylaws or consolidated articles of incorporation and corporate documents |
Entities | proving the shareholder's legal representation. |
• Photo ID of the respective legal representatives. | |
Investment | • The fund's latest consolidated bylaws (if the bylaws do not include the fund's |
Funds | voting policy, please also submit the supplementary information form or |
equivalent document). | |
• Bylaws or articles of incorporation of its administrator or manager, as the case | |
may be, observing the fund's voting policy and corporate documents that prove | |
the powers of representation. | |
• Photo ID of the respective legal representatives. |
Documents submitted via email or any other means will be disregarded.
In addition, shareholders must present proof of shareholding issued by the custodian institution or the bookkeeping agent for the Company's shares, depending on whether or not their shares are deposited in a central depository.
Pursuant to Article 6, paragraph 3, of CVM Resolution 81/22, in order to allow for the appropriate organization of the proceedings, shareholders who wish to participate in the Meeting via digital platform must send the documents indicated above at least forty-eight(48) hours before the date and time of the AEGM-that is, by 10 am on April 14, 2024.
After receiving the documents at the email above and confirming their validity and completeness, the Company will accredit the shareholder to participate in the AEGM via the digital platform and will send, approximately 24 hours before the Meeting, the access link with detailed instructions for using the digital platform.
CORRUGATED BOARD SHEETS
Klabin I Shareholder's Handbook - 2024
About the digital platform
The digital platform to be used by the Company for access and participation in the AEGM will be the Zoom virtual meeting application. More information about the features of this platform can be found at: https://zoom.us
The Company recommends that shareholders familiarize themselves in advance with the platform and ensure the compatibility of their respective electronic devices for the use of the platform.
Additionally, Klabin requests the shareholders to access the Zoom platform on the day of the AEGM at least thirty (30) minutes prior to the scheduled start time for the Meeting, in order to validate the access of all accredited participants.
On the Zoom platform, accredited shareholders can discuss and vote on the items on the agenda, with video and audio access to the virtual room where the Extraordinary General Meeting will be held.
Klabin is not responsible for any operational or connection problems that the shareholder may face, as well as for any other issues beyond the Company's control that may make it difficult or impossible for the shareholder to participate in the Meeting by electronic means.
If a shareholder who has duly requested to participate by electronic means does not receive the email with instructions for accessing the digital platform by 6 pm on April 15, 2024, he/she must email the Company at invest@klabin.com.br by no later than 8 am on April 16, 2024, in order to have the respective access instructions resent or provided by phone.
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Participation by attorney-in-fact
An individual shareholder may be represented, pursuant to Article 126, paragraph 1, of Law 6.404/76, by an attorney-in-fact constituted less than 1 (one) year prior, who is a shareholder, lawyer, financial institution or administrator of the Company.
Shareholders that are legal entities or investment funds, on the other hand, may be represented by an attorney-in-fact constituted as foreseen in its bylaws, articles of incorporation or regulation, as the case may be, even if he or she is not a shareholder, lawyer, financial institution or administrator of the Company, in line with the Brazilian Securities and Exchange Commission (CVM)'s understanding on the matter¹.
Powers of attorney must be granted in writing and, in compliance with the provisions of article 654, paragraphs 1 and 2 of the Civil Code (Law 10.406/02), must contain the indication of the respective places where they were granted, the full qualification of the grantor and the grantee, the date and purpose of the grant with the designation and extent of the powers conferred, the signature of the grantor not being required.
- Cf. the decision handed down by the CVM's Collegiate Board in Administrative Proceeding RJ2014/3578.
Participation via remote voting form
The shareholder may also participate in the AEGM by submitting a remote voting form in the following ways:
- Sending instructions for filling out the remote voting form to their custody agents, in the case of shareholders holding shares deposited with a central depository; or
- Sending instructions for filling out the remote voting form to the bookkeeping agent for shares issued by the Company, Itaú Corretora de Valores S.A., in the case of shareholders holding shares deposited with the agent; or
Klabin I Shareholder's Handbook - 2024
- Submit the duly completed remote voting form directly to the Company.
THE REMOTE VOTING FORM FOR PARTICIPATION IN THE AEGM IS AVAILABLE ON THE FOLLOWING WEBSITES: B3 S.A. (B3.COM.BR),
THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION, CVM (CVM.GOV.BR) AND KLABIN (RI.KLABIN.COM.BR).
Submission via service providers
Shareholders who choose to exercise their remote voting rights through service providers must transmit the instructions for filling out the form to their custody agents or to Klabin's share bookkeeping institution, depending on whether their shares are deposited with a central depository or not, up to seven (7) days before the date of the AEGM, that is, up to and including April 9, 2024, unless a different deadline is set by their custody agents.
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Shareholders must contact the service provider that will receive the instructions for completing the remote voting form to verify the procedures established by it for issuing voting instructions via the form, as well as the documents and information required for this purpose.
Direct submission to Klabin
Shareholders who choose to submit the remote voting form directly to Klabin must send scanned copies of their identity documents, proof of powers and ownership of shares described on page 5, and the respective translation will be required if the document is not drawn up in Portuguese.
The scanned copy of the remote voting form, accompanied by the respective documentation, must be received by the Company, in full order and in accordance with the aforementioned provisions, no later than 7 (seven) days before the date of the AEGM, that is, up to and including April 9, 2024. Any forms received after this date will not be considered.
For the instrument to be considered valid, it is indispensable that its fields be duly filled out
KRAFTLINER ROLL DETAIL
Klabin I Shareholder's Handbook - 2024
and, at the end, the shareholder or their legal representative, as the case may be and in accordance with the legislation in effect, have signed the ballot. The Company also clarifies that it will accept electronically signed voting forms and recommends that all pages of the voting forms sent be duly initialed.
Under the terms of article 46 of CVM Instruction 81/22, Klabin will communicate to the shareholder if the documents received are sufficient for the vote to be considered valid, or, if necessary, the procedures and deadlines for eventual rectification or resubmission. If necessary, the rectification or resubmission of the form must also be made up to 7 (seven) days before the date of the AEGM, that is, April 9, 2024.
We recommend that shareholders who choose to send the voting form directly to the Company do so by submitting a scanned copy of the form and the relevant documentation via the Qi Central Platform.
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Alternatively, the shareholder may submit the physical copy of the form and pertinent documentation within 7 days to the following address: Avenida Brigadeiro
Faria Lima, 3.600, 3º andar, São Paulo, SP, ZIP Code (CEP) 04538-132, to the attention of Klabin's Investor Relations department.
Submission of proof of uninterrupted ownership of shares
Regardless of the submission option chosen (either directly to the Company or through a service provider), if the shareholder chooses to fill out the resolution items relating to the separate vote for the Board of Directors, they must submit, via the email address https://qicentral.com.br/m/agoe-klabin-2024, proof of uninterrupted ownership of the shares during the period of at least 3 (three) months immediately prior to the AEGM, issued by the competent entity no earlier than April 13, 2024. This proof will only be considered valid if it is received via the aforementioned platform by 10 am on April 14, 2024.
PULP ROLLS
Klabin I Shareholder's Handbook - 2024
ANY SHAREHOLDER WHO FAILS TO SUBMIT, IN ACCORDANCE WITH THE DEADLINES AND PROCEDURES DESCRIBED ABOVE, THE APPROPRIATE DOCUMENTS TO VERIFY HIS/HER IDENTITY AND RESPECTIVE SHAREHOLDER POSITION, AS INDICATED IN THE PREVIOUS ITEMS OF THIS CHAPTER, WILL NOT BE ALLOWED TO PARTICIPATE IN THE AEGM.
Any questions?
Shareholders who wish to ask questions, resolve any doubts or obtain additional information on the procedures for participating in the AEGM may do so by contacting Klabin's Investor Relations Department by email: invest@klabin.com.br.
Explanations about the Board of Directors Election
In order to form the Board of Directors for the next term of office, the controlling shareholders propose to set the number of members at 13 full members and the same number of alternates, indicating that four members may be considered independent, as per the Level 2 Governance Regulation of B3 S.A. - Brasil, Bolsa, Balcão (b3.com.br).
This proposal may be altered, including during the work of the AEGM, in order to increase the number of members of the Board of Directors in the event of adoption of the multiple vote process or separate election, always observing the maximum limit established in Article 17 of the Bylaws and the provisions of Article 141, Paragraph 7 of Law 6.404/76.
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THE BOARD OF DIRECTORS IS MADE UP OF SHAREHOLDERS, RESIDENTS IN THE COUNTRY OR NOT, ELECTED BY THE GENERAL MEETING FOR A UNIFIED TERM OF 1 (ONE) YEAR, UNTIL THE DATE OF THE GENERAL MEETING THAT EXAMINES THE ACCOUNTS FOR THE YEAR 2024, AND REELECTION IS ALLOWED.
To form the Board of Directors for the next term, the controlling shareholders nominated a slate whose members, if elected, will serve a term until the Annual General Meeting that approves the accounts for the fiscal year ending December 31, 2024. Learn more details on page 37.
Procedure for electing members of the Board of Directors
The election of the members of the Company's Board of Directors will take place under a slate system. In slate elections, each shareholder can only vote for one slate, and the candidates from the slate that receives the highest number of votes at the AEGM will be declared elected.
Klabin I Shareholder's Handbook - 2024
If the multiple vote procedure is regularly required, the slate election will cease and the members of the slate indicated in the Management Proposal will become candidates for the Board of Directors, as well as members of any additional slates proposed by shareholders and any other additional candidates that may be nominated by shareholders to participate in the multiple vote election.
If the multiple vote procedure is adopted, the number of votes necessary to guarantee the election of at least one member of the Board of Directors will be disclosed at the Extraordinary General Meeting, whereas such calculation will be made based on the number of shares belonging to the shareholders attending the Meeting.
Each share will be assigned a number of votes according to the seats to be filled on the Board of Directors. Under the multiple vote procedure, each shareholder may freely allocate their votes among the candidates (concentrated on a single candidate or distributed among several), and the those receiving the most votes are elected.
Any positions that are not filled due to a tie shall be put to the vote.
Voting will take place using the same procedure, adjusting the number of votes to be cast by each shareholder according to the number of positions to be filled.
The majority of shareholders holding at least 15% (fifteen percent) of the total number of common shares issued by the Company will also have the right to separately elect one member of the Board of Directors and their alternate.
Shareholders holding preferred shares issued by the Company representing at least 10% (ten percent) of the capital stock will have the same right.
Only those shareholders who can prove uninterrupted ownership of the required shareholding for at least
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The adoption of the multiple vote election procedure will depend on a prior request, within 48 (forty-eight) hours of the AEGM, by shareholders holding at least five percent (5%) of its voting capital, under the terms of Article 141 of the Law of Corporations and CVM Instruction No. 70/22.
three months immediately prior to the holding of the AEGM can exercise these rights.
The shares held by shareholders who opt for separate voting will be excluded from the number of voting shares for purposes of the majority election by slate or multiple vote.
The slate proposed by the controlling shareholders has 13 candidates. It is also assumed that one (1) member of the Board of Directors will be elected in a separate election, as in previous years.
Nevertheless, the controlling shareholders preserve the right to amend their proposal, including during the work of the AEGM, in order to increase the number of members of the Board of Directors, in case of adoption of multiple vote or if there is more than one member elected in separate elections, up to the number necessary to accommodate the election of all candidates on the slate nominated by controlling shareholders and the candidates elected separately or by means of a multiple vote, as the case may be, always observing the maximum limit established in Article
17 of the Bylaws and the provisions of Article 141, Paragraph 7 of Law 6.404/76.
Shareholders may nominate other slates to participate in the majority election to the Board of Directors, as well as possible candidates to participate in separate voting pursuant to Article 141 of the Law of Corporations. In such cases, they must forward the candidates' information to Klabin, duly accompanied by the required documents.
Klabin I Shareholder's Handbook - 2024
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Disclaimer
Klabin SA published this content on 08 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2024 12:29:04 UTC.
