1st Amendment to the Agreement for the Transferring of Suzano S.A. Shares
Exhibit 99.1
Version to be signed
1st Amendment to the Agreement for the Transferring of Suzano S.A. Shares
This Amendment to the Agreement for the Transferring of Suzano S.A. Shares (“1st Amendment”) is agreed and signed by the following parties:
| (a) | XXXXX XXXXXX, Brazilian, divorced, a businessman, bearer of ID card RG nº 4.617.720-6 (SSP/SP), registered with the CPF/ME under nº 000.000.000-00, based and residing in the city and state of São Paulo, with a commercial office at Avenida Brigadeiro Xxxxx Lima, nº 1.355, 21st floor, CEP 01452-919, São Paulo – SP (“Xxxxx” and, together with his descendants, their Successors and any Authorized Assignees who become holders of Linked Shares, “Grupo Xxxxx”); |
| (b) | XXXXXX XXXXXX, Brazilian, married, a lawyer, bearer of ID card RG nº 4.617.718-8 (SSP/SP), registered with the CPF/ME under nº 000.000.000-00, based and residing in the city and state of São Paulo, with a commercial office at Avenida Brigadeiro Xxxxx Lima, nº 1.355, 21st floor, CEP 01452-919, São Paulo – SP (“Xxxxxx” and, together with his descendants, their Successors and any Authorized Assignees who become holders of Linked Shares, “Grupo Xxxxxx”); |
| (c) | XXXXX XXXXXX, Brazilian, divorced, business manager, bearer of ID card RG nº 4.617.719-X (SSP/SP), registered with the CPF/ME under nº 000.000.000-00, based and residing in the city and state of São Paulo, with a commercial office at Avenida Brigadeiro Xxxxx Lima, nº 1.355, 21st floor, CEP 01452-919, São Paulo – SP (“Xxxxx” and, together with his descendants, their Successors and any Authorized Assignees who become holders of Linked Shares, “Grupo Xxxxx”); |
| (d) | XXXXX XXXXXX, Brazilian, married, business manager, bearer of ID card RG nº 16.988.323-1 (SSP/SP), registered with the CPF/ME under nº 000.000.000-00, based and residing in the city and state of São Paulo, with a commercial office at Avenida Brigadeiro Xxxxx Lima, nº 1.355, 21st floor, CEP 01452-919, São Paulo – SP (“Xxxxx” and, together with his descendants, their Successors and any Authorized Assignees who become holders of Linked Shares, “Grupo Xxxxx”); |
The signatories to this 1st Amendment, as well as the descendants, Successors and Authorized Assignees of David, Daniel, Xxxxx and Xxxxx who become holders of Linked Shares are hereinafter referred to collectively as “Shareholders” and individually as “Shareholder”.
Considering that on September 28, 2017, an Agreement was signed for the Transferring of Shares (“Agreement”) in Suzano S.A., a company registered with the CNPJ/ME under nº 16.404.287/0001-55 and/or its successors (the “Company”);
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 and other legal provisions, which is to be governed by the following terms and conditions.
2.2.The Parties have decided, in full and mutual agreement, to extend the validity period of the Agreement to June 23, 2042, with Clause 4.5 of the Agreement to come into force, for all effects and purposes, using the following new wording:
“4.5. 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. The rescission or termination of this Agreement shall not affect the responsibility of any of the Shareholders for any breaching of this Agreement prior to the termination date.”
| 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. |
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| 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. |
So, being in just and full accord, the Shareholders hereby sign 4 (four) 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 Agreement for the Transferring of Suzano S.A. Shares, signed on July 13, 2022)
Shareholders:
___________________________________ DAVID XXXXXX | ___________________________________ DANIEL XXXXXX |
___________________________________ JORGE XXXXXX | ___________________________________ RUBEN XXXXXX |
Witnesses:
___________________________________ Name: RG: CPF: | ___________________________________ Name: RG: CPF: |
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