Suzano S A : MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON JULY 27, 2022 - Form 6-K
July 27, 2022 at 05:28 pm EDT
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MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON JULY 27, 2022
1.Date, Time and Place: on July 27, 2022, at 3:00 p.m., in a meeting held exclusively digitally (by videoconference), in accordance with item 6.4 of the Internal Rules of the Board of Directors of Suzano S.A. ("Company"), its Board of Directors met.
2.Attendance: The following Directors attended the meeting: David Feffer (Chairman of the Board of Directors), Daniel Feffer (Vice-Chairman of the Board of Directors), Nildemar Secches (Vice-Chairman of the Board of Directors), Ana Paula Machado Pessoa (Director), Gabriela Feffer Moll (Director), Maria Priscila Rodini Vansetti Machado (Director), Paulo Rogerio Caffarelli (Director), and Rodrigo Calvo Galindo (Director). Mrs. Silvia Krueger Pela also attended the meeting as an invited guest.
3.Chairman and Secretary: The meeting was chaired by Mr. David Feffer, and Silvia Krueger Pela was the secretary.
4.Agenda: Resolve on (i) the Company's new shares buyback program ("July/2022 Program"), in addition to the shares buyback program approved at the Board of Directors meeting held in May 4, 2022 ("May/2022 Program"), and due to the significant evolution of the repurchases authorized therein; and (ii) the authorization for the Company's Board of Officers to perform all acts necessary to implement the resolutions eventually approved in the meeting.
5.Minutes in Summary Form: The present Directors unanimously and without reservations resolved the drawing up of these minutes in summary form.
6.Resolutions: The present Directors, unanimously and without reservations, also resolved on:
6.1.The approval, under the terms of the paragraph 1 of Section 30 of Law No. 6,404, of December 15, 1976, as amended, and of CVM Resolution No. 77, of March 29, 2022 ("CVM Resolution No. 77/22") of the July/2022 Program, in effect until January 27, 2024 (inclusive), with the acquisition of up to 20,000,000 common shares of its own issuance, representing approximately 2.8% of the total free float shares on the present date, in addition to the balance of acquisitions currently available in the May/2022 Program, which may also be held in treasury, cancelled and/or sold later, in public or private operations (subject to the relevant approvals), as detailed in the Notice of Negotiation of Shares Issued by the Company, prepared in the form of Exhibit G to CVM Resolution No. 80, of March 29, 2022, in the form
of Exhibit I to these minutes. On the present date, the Company has 712,407,201 free float shares, according to the definition given by article 67 of CVM Resolution No. 80, of March 29, 2022.The shares acquisition will be carried out using: (i) the balances of the available profit and capital reserves, excluding the balances of the reserves referred to in item I of paragraph 1 of Section 8 of CVM Resolution No. 77/22; and (ii) the realized profit for the current year, excluding the allocations to the formation of the reserves specified in item I of paragraph 1 of Section 8 of said Resolution, as determined in the Quarterly Financial Statements for the period ended June 30, 2022. The transaction will be intermediated by the following brokerage firms: (i) XP Investimentos CCTVM S.A.; (ii) Morgan Stanley CTVM S.A.; (iii) BTG Pactual Corretora de Títulos e valores Mobiliários S.A.; (iv) J. P. Morgan CCVM S.A.; (v) Itaú Corretora de Valores S.A.; and (vi) Bradesco S.A. CTVM.
6.2.The authorization of the Company's Board of Officers to perform all acts necessary for the implementation of the resolutions approved at the meeting.
7.Closure: There being no further matters to be discussed, the Meeting was closed. The minutes of the meeting were drawn, read and approved by all the present Directors.
Exhibit G to the CVM Resolution No. 80, dated March 29, 2022
Negotiation of Shares Issued by the Company
1. Justify in detail the purpose and the expected economic effects of the transaction:
Aligned with Suzano S.A. ("Company")'s shares buyback program approved at the Board of Directors meeting held on May 4, 2022 ("May/2022 Program"), the purpose of the Company's shares buyback program approved at the Board of Directors meeting held on July 27, 2022 ("July/2022 Program") is to maximize the generation of value for the shareholders, as it allows the Company to efficiently allocate capital, considering the profitability potential of its stock, to provide greater future returns to its shareholders. Additionally, the acquisition signals to the market the management's confidence in the Company's performance.
Regarding its economic effects, the July/2022 Program may generate to the shareholders, (i) an eventual higher return in dividends and/or interest on shareholders' equity, since the shares acquired by the Company are not entitled to receive dividends, so that dividends and/or interest on shareholders' equity will be paid for a smaller number of shares, and (ii) an eventual increase of the percentage of shareholders' interest in the Company, in the event of cancellation of shares held in treasury.
2. Inform the numbers of (i) free float stocks and (ii) stocks already held in treasury:
Currently, the Company has: (i) 712,407,201 free float shares, according to the definition set forth in Section 67 of CVM Resolution No. 80, of March 29, 2022; and (ii) 26,327,369 shares of its own issuance held in treasury, representing approximately 3.7% of the total free float shares issued by the Company.
3. Inform the number of stocks that may be acquired or disposed of:
The Company may acquire, within the scope of the July/2022 Program, up to 20,000,000 common shares of its own issuance, in addition to the balance of acquisitions currently available in the May/2022 Program. The total of shares covered in the July/2022 Program represents approximately 2.8% of the current total free float shares issued by the Company.
4. Describe the main features of the derivative instruments that the company will use, if any:
Not applicable, since the Company will carry out the transactions on the stock exchange, and will not make use of derivative instruments in this transaction.
5. Describe, if any, any existing voting agreements or guidelines between the company and the counterparty of the transactions:
Not applicable, since the Company will carry out the transactions exclusively on the stock exchange, and there are no previously identifiable counterparties.
6. In the event of transactions conducted outside of organized securities markets, inform: (a) the maximum (minimum) price at which the stocks will be acquired (sold); and (b) if applicable, the reasons justifying the transaction at prices more than ten percent (10%) higher, in the case of acquisition, or more than ten percent (10%) lower, in the case of sale, than the average quotation, weighted by volume, on the ten (10) previous trading sessions:
Not applicable, since the Company will carry out the transactions exclusively on the stock exchange.
7. Inform, if any, the impacts that the negotiation will have on the composition of the shareholding control or the company's administrative structure:
Not applicable, since the Company does not foresee any significant impact of the concretization of the negotiations on the composition of the shareholding control or the Company's administrative structure.
8. Identify the counterparties, if known, and, in the case of a related party to the company, as defined by the accounting rules that deal with this subject, also provide the information required by art. 9 of CVM Resolution No. 81, dated March 29, 2022:
Not applicable, since the Company will carry out the transactions exclusively on the stock exchange, and there are no previously identifiable counterparties.
9. Indicate the allocation of the earned income, if any:
Not applicable.
10. Indicate the maximum term for settlement of authorized transactions:
The final term to carry out the acquisition of shares under the July/2022 Program is 18 months from its date of approval by the Board of Directors (i.e., July 27, 2022), so that said term will expire after January 27, 2024 (inclusive).
11. Identify institutions that will act as intermediaries, if any:
The acquisition of the shares encompassed in the July/2022 Program will be intermediated by the following brokerage firms: (i) XP Investimentos CCTVM S.A.; (ii) Morgan Stanley CTVM S.A.; (iii) BTG Pactual Corretora de Títulos e Valores Mobiliários S.A.; (iv) J. P. Morgan CCVM S.A.; (v) Itaú Corretora de Valores S.A.; and (vi) Bradesco S.A. CTVM.
12. Specify the available resources to be used, in accordance with art. 8, § 1, of CVM Resolution No. 77, dated March 29, 2022:
The shares acquisition will be carried out using: (i) the balances of the available profit and capital reserves, excluding the balances of the reserves referred to in item I of paragraph 1 of Section 8 of CVM Resolution No. 77, of March 29, 2022; and (ii) the realized profit for the current year, excluding the allocations to the formation of the reserves specified in item I of paragraph 1 of Section 8 of said Resolution, as determined in the Quarterly Financial Statements for the period ended June 30, 2022.
13. Specify the reasons why the members of the board of directors are comfortable that the stocks buyback will not jeopardize the fulfillment of obligations to creditors or the payment of mandatory, fixed or minimum dividends:
In the opinion of the Company's Board of Directors, the Company's financial situation is compatible with the acquisition of shares within the scope of the July/2022 Program, and no impact is expected on: (i) the fulfillment of obligations assumed by the Company with creditors; and (ii) the payment of mandatory dividends, fixed or minimum, in view of the Company's liquidity situation and cash generation.
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Suzano SA published this content on 27 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2022 21:27:05 UTC.
Suzano SA, formerly Suzano Papel e Celulose SA is a Brazil-based forestry company. It is a developer of products made from eucalyptus forests and a vertically integrated producer of eucalyptus pulp and paper in Latin America. Its purpose is to manufacture, trade, import and export pulp, paper and other products. The Companyâs product portfolio includes coated and uncoated printing and writing paper, paperboard, tissue paper, market pulp and fluff pulp. Suzanoâs operations are divided into two segments: Pulp and Paper. The Pulp segment includes the production and commercialization of eucalyptus pulp for the foreign market, with the surplus destined for the domestic market, while the Paper segment covers the activities of production and sale of uncoated and coated paperboard and tissue. The Company has numerous subsidiaries, including Fibria Terminal de Celulose de Santos Spe SA, FuturaGene Biotechnology Shanghai Co Ltd and Suzano Pulp and Paper Europe SA.
SUZANO S.A. 
