Exhibit 99.1
SECURITIES TRADING POLICY OF SUZANO S.A.
Exhibit 99.1
2.2.1 The Term of Acceptance must remain filed at the Company’s headquarters while its signatory maintains a bond with the Company and for a minimum of five (5) years after its termination.
Controlling Shareholder(s): shareholder or group of shareholders that exercises, directly or indirectly, the Controlling Power of the Company, even though not bound by a shareholders’ agreement.
Directors: members of the Board of Directors and Statutory Management.
Material Act or Fact: has the meaning assigned to it in item 4 of this Policy.
Exhibit 99.1
B3: B3 S.A. - Brasil, Bolsa, Balcão.
Relevant Employees: any employee, regardless of the position, function or title exercised in the Company, Controlling Shareholders, Associated Companies, or Subsidiaries, be aware of, or may become aware of, a Material Act or Fact on the Company’s social businesses not yet disclosed to the market, or also regarding the Company’s quarterly and annual financial statements that have not yet been disclosed to the market.
Associated Companies: companies in which the Company has significant influence, under the terms of the Brazilian Corporate Law.
Company: Suzano S.A.
Spouse, Partner or Dependent: spouses or partners and/or any other dependent included in the annual income tax return.
Subsidiaries: companies in which the Company holds the Controlling Power.
CVM: Brazilian Securities and Exchange Commission.
Other Company Bodies: Members and their respective alternates, when applicable, of the Non-Statutory Executive Board of Officers, Audit Board, Statutory Audit Committee, Advisory committees of the Board of Directors and any other bodies with technical or advisory functions, created or to be created by the Company, by statutory provision or by any of the other Management Bodies referred to herein.
Non-Statutory Officers: those officers who hold senior positions in the Company’s management, but who do not have a statutory position, including, but not limited to, the Functional Officers.
Market Management Entities: stock exchanges and, if applicable, entities of the organized over-the-counter market on which the Company’s securities are or will be admitted to trading, as applicable, in Brazil or abroad.
Suppliers and Service Providers: all individuals or legal persons that have a commercial, professional or trust relationship with the Company, such as independent auditors, consultants,
Exhibit 99.1
financial institutions, securities analysts, distribution system institutions, advisors, lawyers, accountants, outsourced workers and suppliers contracted by the Company, its Subsidiaries or Associated Companies, who are aware of, or may become aware of a Material Act or Fact not yet disclosed to the market or, also, regarding the Company’s quarterly and annual financial statements which have not yet been released to the market.
Inside Information: information related to Material Act or Fact until it is disclosed to regulatory agencies, Market Management Entities and other similar entities, and simultaneously to shareholders and investors in general. It is also considered as inside information those related to the quarterly or annual financial statements not yet disclosed to the market.
“Brazilian Corporation Law”: means Law No. 6,404 of December 15, 1976, as amended.
Private Trading: transactions that take place outside the Market Management Entities and the organized over-the-counter market.
Blocking Periods: has the meaning assigned to it in item 5.2 of this Policy.
Individuals Subject to the Policy: individuals identified in the item 2.1. above.
Controlling Power: power effectively used to direct social activities and guide the operation of the Company’s bodies, directly or indirectly, de facto or de jure. There is a relative presumption of control held by a shareholder or group of Shareholders that holds an equity interest which have assured the absolute majority of the votes among the shareholders attending to the last three of the Company’s’ general meetings, even if not actually holding an absolute majority of the total voting shares.
Policy: means the present Securities Trading Policy of Suzano S.A.
Individual Investment Program: has the meaning assigned to it in item 7 of this Policy.
CVM Resolution No. 44/21: means CVM Resolution No. 44, dated as of August 23, 2021, as amended.
SEC: Securities and Exchange Commission of the United States of America.
Exhibit 99.1
Term of Acceptance: term of acceptance to the Policy is the document to be signed pursuant to article 17, paragraph 1, of CVM Resolution No. 44/21, according to the model appearing in Annex 1.
Securities: any assets that, by law, are deemed to be security issued by the Company or referring to them, including shares, debentures, subscription bonuses, receipts and subscription rights, promissory notes issued by the Company, call or put options, indices and derivatives of any kind, any other securities or collective investment agreements, agribusiness receivables certificates backed by corporate debts of the Company, and any securities convertible into shares and certificates of deposit of shares issued in Brazil and abroad, such as the American Depositary Receipts - (ADRs). The defined term “Securities” also covers those assets referring to Securities of Subsidiaries, Associated Companies or Parent Companies, when expressly mentioned in the terms of the Policy.
4.1.1 Subject to the above definition and the provisions in item 4.1.2 below, there are examples of potentially Material Act or fact, among others, the following:
Exhibit 99.1
Exhibit 99.1
5.3.1 Without prejudice to the provisions of item 5.3 above, those who are aware of the contents of the financial statements prior to their disclosure may not trade Securities issued by the Company, its Subsidiaries and its Associated Companies (in these two last cases provided that they are publicly-held companies).
Exhibit 99.1
(a) | Directors, members of the Audit Board and any bodies with technical or advisory functions created or that may be created by statutory provision; and |
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
9.8. Lock-up. It is the duty of the Individuals Subject to the Policy mentioned in items 2.1(c) and 2.1(d) above, in addition to the other obligations set forth in this Policy, to remain for a minimum period of one hundred and eighty (180) days in the ownership of the Securities issued by the Company or referring to them that have been acquired by such individuals.
9.9. The Investor Relations Department shall, further to their other duties, shall be responsible for informing and determining the referral of cases of violation to the Ethics and Conduct Committee Policy, as the case may be, for knowledge and deliberation, according to the item 10.2 below.
Exhibit 99.1
ANNEX 1 - TERM OF ACCEPTANCE
ANNEX 2 - TRADING COMMUNICATION
Exhibit 99.1
ANNEX 1
TERM OF ACCEPTANCE - INDIVIDUAL SECURITIES TRADING POLICY OF SUZANO S.A.
MATERIAL ACT OR FACT DISCLOSURE POLICY OF SUZANO S.A.
By this Term of Acceptance, [name], [qualification], resident and domiciled at [address], registered at CPF/ME under No. [●] and holder of Identity Card No. [●] [issuing body] ("Adhering Party"), acting as [position, role or relationship with the Company] of Suzano S.A., joint-stock company with headquarters at Avenida Professor Magalhães Neto, 1752, 10º andar, salas 1010 e 1011, Pituba, Salvador, State of Bahia, CEP 41810-012, registered at CNPJ/ME under No. 16.404.287/0001-55, with its corporate documents duly filed in the Commercial Registry of the State of Bahia under the Registry (NIRE) 29.300.016.331 ("Company"), fully and unreservedly accept and adhere to the Company’s Securities Trading Policy and the Material Act or Fact Disclosure Policy ("Policies"), declaring to have received complete copy of the Policies and have full knowledge of them, pledging to comply with all its terms and conditions as far as it is applicable.
The acceptance and adhesion of the Adhering Party to the Policies is irrevocable and irreversible, obliging its successors and assigns, in any capacity.
For the Company’s knowledge, this instrument will be filed at its headquarters.
The Adhering Party signs this Term of Acceptance in three (3) counterparts of equal content and form, in the presence of the two (2) undersigned witnesses.
(Place and Date)
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[Adhering Party Name]
Witnesses:
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Name:Name:
Exhibit 99.1
ID:ID:
CPF/ME:CPF/ME:
Exhibit 99.1
TERM OF ACCEPTANCE - LEGAL PERSON SECURITIES TRADING POLICY OF SUZANO S.A.
MATERIAL ACT OR FACT DISCLOSURE POLICY OF SUZANO S.A.
By this Term of Acceptance, [name], [qualification], headquartered at [address], registered at CNPJ/ME under No. [●] and with its corporate documents duly filled at the Commercial Registry of the State of [●] under NIRE [●] in this act represented in accordance with its [Bylaws/Articles of Incorporation] ("Adhering Party"), acting as [relationship with the Company] of Suzano S.A., joint- stock company with headquarters at Avenida Professor Magalhães Neto, 1752, 10º andar, salas 1010 e 1011, Pituba, Salvador, State of Bahia, CEP 41810-012, registered at CNPJ/ME under No. 16.404.287/0001-55, with its corporate documents duly filed in the Commercial Registry of the State of Bahia under the Registry (NIRE) 29.300.016.331 ("Company"), fully and unreservedly adhere to the Company’s Securities Trading Policy and the Material Act or Fact Disclosure Policy ("Policies"), declaring to have received complete copy of the Policies and have full knowledge of them, pledging to comply with all its terms and conditions as far as it is applicable.
The acceptance and adhesion of the Adhering Party to the Policies is irrevocable and irreversible, obliging its successors and assigns, in any capacity.
For the Company’s knowledge, this instrument will be filed at its headquarters.
The Adhering Party signs this Term of Acceptance in three (3) counterparts of equal content and form, in the presence of the two (2) undersigned witnesses.
(Place and Date)
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[Adhering Party Name and its representative]
Witnesses:
Exhibit 99.1
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Name:Name:
ID:ID:
CPF/ME:CPF/ME:
Annex 2
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TRADING COMMUNICATION
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[name], [qualification], resident and domiciled at [address], registered at CPF/ME under No. [●] and holder of Identity Card No. [●] [issuing body].
[name], [qualification], headquartered at [address], registered at CNPJ/ME under No. [●] and with its corporate documents duly filed with the Commercial Registry of the State of [●] under NIRE [●].
If the trading was carried out by a legal person directly or indirectly controlled by the reporting party or by Spouse, Partner or Dependent.
If the trading was carried out by Spouse,
Partner, or Dependent,
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[name], [qualification], resident and domiciled at [address], registered at CPF/ME under No. [●] and holder of Identity Card No. [●] [issuing body].
[Position, function or relationship with the Company/Parent Companies/Subsidiaries] Ex: Member of the Company's Board of Directors; Company's Relevant Employee; Statutory Officer of the shareholder
Suzano Holding S.A.
Position, function or relationship with the Company, Parent Companies, and/or
Subsidiaries.
Name and qualification of the reporting
party
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Date | Security | Form of Trading | Amount | Price (R$)** | Balance of the Position held before and after trading | |||||||
[ | Negotiated ticket and/or | | [ | Private/Organized | | | | | ||||
description of the Security. | Market] | |||||||||||
| e.g.: | | SUZB3 | ] |
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* Capitalized terms should have the meaning assigned to them in the Suzano S.A. Securities Trading Policy.
** If trading was made in foreign currency, the price converted into Brazilian Reais according to the closing value of the trading day must be indicated.
[Place and Date]
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[Adhering Party Name and its representative]