Suzano : ESM | Proxy Statement

SUZANO S.A.

Publicly Held Company

Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55

Company Registration (NIRE): 29.3.0001633-1

PROXY STATEMENT FOR THE

EXTRAORDINARY SHAREHOLDERS' MEETING

TO BE HELD ON AUGUST 23, 2019

CONTENTS
MESSAGE FROM MANAGEMENT ......................................................................................................	1
GUIDELINES FOR PARTICIPATION .......................................................................................	2
DATE, TIME AND VENUE ...........................................................................................................	2
WHO CAN PARTICIPATE IN THE SHAREHOLDERS MEETING........................................................	2
QUORUM FOR HOLDING THE MEETING ......................................................................................	2
HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING ..........................................................	2
REQUIRED DOCUMENTATION ....................................................................................................	2
1) Participation in Person ....................................................................................................................	2
2) Participação via Proxy .....................................................................................................................	3
3) Absentee Ballot................................................................................................................................	4
ADDITIONAL CLARIFICATIONS ..................................................................................................	4
MEETING AGENDA ...................................................................................................................	5
APPENDIX I - ABSENTEE BALLOT TEMPLATE..................................................................	6
APPENDIX II - CALL NOTICE .................................................................................................	8

MESSAGE FROM MANAGEMENT

Dear Shareholders,

In order to facilitate and encourage shareholder participation, we have prepared this Proxy Statement for the Shareholders Meeting ("Proxy Statement") of Suzano S.A. ("Suzano" or "Company").

This document, which contains all the necessary information and instructions for shareholder participation in the meeting, as well as instructions for exercising their voting rights at the Extraordinary Shareholders Meeting of the Company to be held on August 23, 2019 ("Shareholders Meeting"), is aligned with the principles and practices of good corporate governance adopted by the Company.

On behalf of the Company's Management, we invite shareholders to participate and express their opinions at the Shareholders Meeting.

We look forward to meeting you!

Sincerely,

David Feffer	Walter Schalka
Chairman of the Board	Chief Executive Officer

1

GUIDELINES FOR PARTICIPATION

Date, Time and Venue

The Shareholders Meeting of the Company will be held on August 23, 2019, at 9:30 a.m., at the registered office of the Company located at Avenida Professor Magalhães Neto, No. 1752, Bairro Pituba, CEP 41810-012, in the city of Salvador, state of Bahia.

We recommend that you arrive at the venue at least thirty (30) minutes prior to the scheduled time.

Who can participate in the Shareholders Meeting

All the holders of registered common shares issued by Suzano, by themselves or through their duly appointed legal representatives or proxies, can attend the Shareholders Meeting.

Quorum for holding the meeting

To hold the Shareholders Meeting on first call, shareholders holding at least two thirds (2/3) of the capital must be present, in view of the proposed amendment of the Bylaws.

How to participate in the Shareholders Meeting

Shareholders of the Company can participate in the Shareholders Meeting in three ways:

1. in person; (ii) through a proxy duly appointed in accordance with paragraph 1, article 126 of Federal Law 6,404/1976; or (iii) through absentee vote, in accordance with CVM
   Instruction 481/09, as amended ("ICVM 481/09").

Required Documentation

1. Participation in Person

To attend the Shareholders Meeting in person, shareholders must bring proof of their ownership of shares of the Company issued up to four (4) business daysprior to the date of the Shareholders Meeting by the stock transfer agent or custody agent, and the following documents, as applicable.

If these documents are in a language other than Brazilian Portuguese, they must be translated into Brazilian Portuguese by a sworn translator, but without the need for notarization, consularization and/or apostillation. Note that documents in English and Spanish do not require translation. Representation documents will be verified and confirmed prior to the Shareholders Meeting.

2

1. Individuals: official identity document with photograph, or, if applicable, official identity document of the proxy and the respective proxy instrument.
2. Legal Entities: valid identity document with photo of the legal representative and respective representation documents, including the power-of-attorney and copy of the articles of incorporation and minutes of the election of managers.
3. Investment Funds: valid identity document with photo of the representative and respective representation documents, including the power-of-attorney and copy of the current regulations of the fund, bylaws or articles of organization of its administrator or manager, as applicable, and minutes of election of the managers of the administrator or manager.

1. Participation via Proxy:

Proxies must have been constituted less than one (1) year ago and must be a shareholder or manager of the Company, an attorney registered in the Brazilian Bar Association, or a financial institution.

In accordance with Official Letter/CVM/SEP/02/2018, Shareholders that are legal entities may be represented in the Shareholders Meeting by their legal representatives or agents duly appointed in accordance with the articles of incorporation of said company and with the Brazilian Civil Code, in which case they are not required to be a shareholder or manager of the Company or an attorney.

Similarly, shareholders that are investment funds, as per a decision of the Board of Commissioners of CVM in CVM Administrative Proceeding RJ-2014-3578, may be represented in the Shareholders Meeting by their legal representatives or agents duly appointed by their manager or administrator, in accordance with their regulations, bylaws or articles of organization of their manager or administrator, as applicable.

Without prejudice to paragraph 2, article 5 of ICVM 481/2009 and in accordance with the practice adopted by the Company in recent call notices to expedite the process of convening Shareholders Meetings, the Company requests shareholders represented by proxy to submit the respective proxy instrument and proof of ownership of the shares for participation at the Shareholders Meeting to the registered office of the Company at least forty-eight(48) hoursprior to the Shareholders Meeting.

1. Absentee Ballot

3