Exhibit 99.1
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SUZANO S.A.
Publicly-Held Company with Authorized Capital
CNPJ/ME No. 16.404.287/0001-55
NIRE No. 29.300.016.331
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON MARCH 23, 2022
(a) recommend the approval of the Transaction, consisting on the acquisition of the Equity Interests, based on the following main conditions: (i) acquisition price of six hundred sixty-seven million
United States dollars (USD 667,000,000.00), to be paid in two installments, the first one on the closing of the Transaction, in the amount of three hundred and thirty million United States dollars (USD 330,000,000.00), and the second one on the first anniversary of the closing of the Transaction, in the amount of three hundred thirty-seven million United States dollars (USD 337,000,000.00); and (ii) the transaction is subject to approval by the Brazilian Antitrust Authority - CADE, the confirmation of the Financial Statements consolidated by the independent auditors of the acquired companies, the approval of the transaction by EGM 256 and the other usual conditions precedent of this kind of transaction.
(b) issue an opinion in favor of the Management’s proposal to be submitted to the Extraordinary General Shareholders’ Meeting of the Company, with the purpose of approving the Transaction, in compliance with article 256 of the Brazilian Corporations Law.
(c) approve the convening of EGM 256 in order to approve the Transaction.
(d) delegate to the Company’s Executive Board the authority to prepare and sign the documents necessary to convene and hold EGM 256, as well as to engage a specialized company to prepare the report, under article 256, §1, of the Brazilian Corporations Law.
(This is a true copy of the original drafted in proper book)
São Paulo, SP, April 27, 2022.
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__________________________ Stefan Tasoko Secretary |
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