Exhibit 99.1
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SUZANO S.A.
Publicly Held Company with Authorized Capital
CNPJ/MF No. 16.404.287/0001-55
NIRE No. 29.300.016.331
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON JUNE 15, 2023
1. Date, Time and Place: June 15, 2023, at 10:00 a.m., the Board of Directors ("Board") of Suzano S.A. ("Suzano" or "Company") met by digital form (videoconference).
2. Attendance: The following Directors of the Company attended the meeting representing its totality: David Feffer (Chairman of the Board), Daniel Feffer (Vice-Chairman of the Board), Nildemar Secches (Vice-Chairman of the Board), Ana Paula Pessoa, Gabriela Feffer Moll, Maria Priscila Rodini Vansetti Machado, Paulo Rogerio Cafarelli, Paulo Sergio Kakinoff and Rodrigo Calvo Galindo (“Directors”).
3. Call Notice: The meeting was called timely, under the terms of article 13 of the Company's Bylaws and of clause 6.1 of the Board's Internal Regulations.
4. Chairman and Secretary: Mr. David Feffer presided over the meeting and Mr. Marcos Moreno Chagas Assumpção acted as the secretary.
4. Agenda: (1) analysis and resolution on the issuance of the ninth (9th) issue of common debentures, not convertible into shares, unsecured, in two series, by the Company ("Debentures"), in the total amount of up to BRL 1,000,000,000.00 (one billion Brazilian reais) ("Issuance"), which will be object of a public distribution offering, according to the automatic distribution registration procedure, pursuant to Law No. 6,385, of December 7, 1976, as amended ("Law 6,385"), of the Resolution of the Brazilian Securities and Exchange Commission ("CVM") No. 160, of July 13, 2022, as amended ("CVM Resolution 160") and of the other applicable legal and regulatory provisions ("Offering"), under a firm-commitment placement regime; (2) analysis and resolution on the hiring of service providers necessary to execute the Offering, including, without limitation, the financial institutions integrating the securities system responsible for the placement and intermediation of the Offering ("Underwriters"), the fiduciary agent, the settlement agent, the bookkeeping agent, the rating agency and the legal counsels ("Service Providers"); (3) analysis and resolution for the execution of all and any instruments, contracts and documents and their eventual amendments and for the practice of all the necessary or suitable acts for the formalization of the above resolutions; (4) authorize the Company's officers and/or their legally appointed attorneys-in-fact, pursuant to the provisions of the Company's Bylaws, to represent the Company in the practice of all the necessary or suitable acts for the formalization of the above resolutions, including, without limitation, the execution of the “Instrumento
Particular de Escritura da 9ª (Nona) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie Quirografária, em Duas Séries, para Distribuição Pública, da Suzano S.A.” (“Indenture”) and any amendments thereto, the Debentures’ distribution agreement ("Distribution Agreement"), the instruments for contracting the Service Providers and other documents required for registering the Debentures with the B3 S.A. - Brasil, Bolsa, Balcão ("B3"), among other documents; and (5) analysis and resolution on the ratification of all the acts that have been performed by the Company's management related to the above matters.
5. Minutes in Summary Form: The Directors present unanimously approved the drawing up of these minutes in summary form.
6. Resolutions: The Directors present, unanimously and without qualification, approved:
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7. Adjournment: There being no further business to discuss, the meeting was closed. The minutes of the meeting were drafted, read, approved and will be signed electronically by all the attending Directors, with the signatures having retroactive effect to the date of the meeting. It is noted that the documents and presentations that were the basis for the matters dealt with at this meeting have been filed in the Portal de Governança. Signatures: Chairman of the Board: David Feffer. Vice - Chairman of the Board: Marcos Moreno Chagas Assumpção. Directors: David Feffer, Daniel Feffer, Nildemar Secches, Ana Paula Pessoa, Gabriela Feffer Moll, Maria Priscila Rodini Vansetti Machado, Paulo Rogerio Cafarelli, Paulo Sergio Kakinoff and Rodrigo Calvo Galindo. I hereby certify that this is a copy of the minutes drawn up in the proper book.
São Paulo, SP, June 15, 2023.
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Marcos Moreno Chagas Assumpção
Secretary
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