1st Amendment to the Suzano S.A. Voting Agreement
Exhibit 99.1
Version to be signed
1st Amendment to the Suzano S.A. Voting Agreement
This Amendment to the Suzano S.A. Voting Agreement (“1st Amendment”) is agreed and signed by the following parties:
nº 04.679.647/0001-42 (“Alden” and, together with its Authorized Assignees, “Grupo Alden”), duly represented in this act by its manager BIZMA Investimentos Ltda., a limited company, based in the city of São Paulo, in the state of São Paulo, at Xx. Xxxxxxxxxx Xxxxx Xxxx, xx 0000, 21st floor, CEP 01452-919, registered with the CNPJ/ME under nº 23.964.292/0001-88, as represented in its Articles of Incorporation; and
The signatories to this 1st Amendment, as well as the descendants, Successors and Authorized Assignees of David, Daniel, Xxxxx and Xxxxx and the Successors and Authorized Assignees of Alden and Suzano Holding who become holders of Linked Shares are hereinafter referred to collectively as “Shareholders” and individually as “Shareholder”.
Considering that on September 28, 2017, a Voting Agreement was signed (“Agreement”), for the purpose of consolidating the Controlling Stake in Suzano S.A., registered with the CNPJ/ME under nº 16.404.287/0001-55 and/or its successors (the “Company”);
Considering that on January 16, 2019, the shareholder Xxxxx Xxxxx de Investimento em Ações signed up to the Agreement, through a Legal Declaration, for the purpose of (i) consolidating the shareholding of Alden within the Controlling Stake in the Company and/or its successors; and (ii) regulating certain Shareholder rights and obligations (“Legal Declaration”);
Considering that on June 23, 2022, David, Daniel, Xxxxx and assignees of Xxxxx, as the holders of Linked Shares issued by Suzano Holding, signed a 1st Amendment to the Suzano Holding Shareholder’s Agreement, for the purpose of extending the validity period of said Suzano Holding Shareholder’s Agreement;
Considering that the Shareholders wish to amend the Agreement, in order to extend its validity period;
it has been Decided that the Parties shall sign this 1st Amendment, for the purposes and under the terms of the applicable legislation, notably Art. 118 of the Brazilian Corporate Law, which is to be governed by the following terms and conditions.
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| 1.1. | It is determined that terms beginning with capital letters, when used herein, shall have the meaning assigned to them in the Agreement and in the Legal Declaration, unless expressly defined otherwise herein. |
2.2.The Parties have decided, in full and mutual agreement, to extend the validity period of the Agreement to June 23, 2042, with the main body of Clause 5.7 and Clause 5.7.4 of the Agreement to come into force, for all effects and purposes, using the following new wording:
“5.7. Validity. This Agreement has been in force since September 28, 2017, binding the Shareholders and their Successors and Authorized Assignees, and shall remain in force, valid and binding among the Shareholders, their Successors and Authorized Assignees, until June 23, 2042.
(...)
5.7.4Termination of this Agreement as a result of the provisions of Clauses 5.7.2 and 5.7.3 shall not be grounds for any complaints or claims for indemnification, in any form, by any Party against another.”
| 3.1. | Ratification. The other provisions of the Agreement are hereby ratified and not altered by means of this 1st Amendment, ensuring that, unless expressly provided for herein, this 1st Amendment does not alter or replace any other provisions of the Agreement, nor is there any aim or intention to suppress or change the rights and obligations established therein, as all the other clauses of the Agreement are hereby expressly ratified. |
| 3.2. | Integral Part. This 1st Amendment shall be considered an integral part of the Agreement and is to be interpreted in compliance with its terms. |
| 3.3. | Binding Effect. This 1st Amendment is entered into on an irrevocable and irreversible basis, setting out legal, valid and binding obligations and forming a bond that is in effect for the benefit of the Shareholders, the Company and their respective Successors and Authorized Assignees. |
| 3.4. | Alterations. Any alteration or waiver of this document shall only be valid if submitted in writing and signed by all the Parties. |
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| 3.6. | Disagreements. Any and all conflicts, doubts or controversies within the scope of this 1st Amendment or that are directly or indirectly related to it, involving any of the Parties, are to be resolved in compliance with the provisions of Clauses 6.2 to 6.11 of the Agreement, which are fully applicable to this 1st Amendment. |
So, being in just and full accord, the Shareholders hereby sign 6 (six) identical copies of this Amendment, in the presence of the undersigned witnesses.
São Paulo, July 13, 2022.
[The rest of this page has been deliberately left blank. The signature page follows.]
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(Signature page of the 1st Amendment to the Suzano S.A. Voting Agreement, signed on July 13, 2022)
Shareholders:
___________________________________ DAVID XXXXXX | ___________________________________ DANIEL XXXXXX |
___________________________________ JORGE XXXXXX | ___________________________________ RUBEN XXXXXX |
SUZANO HOLDING S.A.
__________________________________ By: Xxxxxx Xxxx xx Xxxxxxx Piccinno Position: Executive Director | _________________________________ By: Xxxxxx Xxxxx X. xx Xxxxxx Leme Position: Executive Director |
XXXXX XXXXX DE INVESTIMENTO EM AÇÕES
__________________________________ By: Xxxxxx Xxxx xx Xxxxxxx Piccinno Position: Director | ___________________________________ By: Xxxxxx Xxxxx X. xx Xxxxxx Leme Position: Executive Director |
Witnesses:
___________________________________ Name: RG: CPF: | ___________________________________ Name: RG: CPF: |
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