Suzano S.A 6-K, filed Nov 27, 2020
Suzano S.A. (SUZ)
About this 6-K
Suzano S.A filed this 6-K on November 27, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2020.
Commission File Number 001-38755
Suzano S.A.
(Exact name of registrant as specified in its charter)
SUZANO INC.
(Translation of Registrant’s Name into English)
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Enclosures:
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 27, 2020
| SUZANO S.A. | ||
| By: | /s/ Marcelo Feriozzi Bacci | |
| Name: | Marcelo Feriozzi Bacci | |
| Title: | Chief Financial Officer and Investor Relations Director |
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Exhibit 99.1
SUZANO S.A.
Publicly Held Company
CNPJ/ME No. 16.404.287/0001-55
NIRE 29.300.016.331
CALL NOTICE
EXTRAORDINARY SHAREHOLDERS’ MEETING
The Shareholders of Suzano S.A. (“Suzano” or “Company”) are hereby invited, pursuant to art. 124 of Law No. 6,404/1976, as amended (“Brazilian Corporations Law”), to convene in the Extraordinary Shareholders’ Meetings to be held on the first call on 28 December 2020, at 09:00 a.m. (“General Meeting”), exclusively in electronic form, to resolve on the following agenda:
1. To approve the Protocol and Justification of the mergers of (a) AGFA – Comércio, Administração e Participações Ltda. (“AGFA”), (b) Asapir Produção Florestal e Comércio Ltda. (“Asapir”), (c) Comercial e Agrícola Paineiras Ltda. (“Paineiras”), (d) Ondurman Empreendimentos Imobiliários Ltda. (“Ondurman”), (e) Facepa Fábrica de Papel da Amazônia S.A. (“Facepa”), (f) Fibria Terminais Portuários S.A. (“Fibria”) and (g) Futuragene Brasil Tecnologia Ltda. (“Futuragene”, and, jointly with AGFA, Asapir, Paineiras, Ondurman, Facepa and Fibria, the “Companies”) by the Company (“Mergers”);
2. To ratify the appointment and engagement of the specialized company PricewaterhouseCoopers Auditores Independentes, (“PwC”), for purposes of determining the net equity of the Companies, pursuant to applicable law;
3. To approve the appraisal reports of the net equities of the Companies, at book value, prepared by PwC in compliance with accounting and legal standards, criteria and requirements (“Appraisal Reports”);
4. To approve the Mergers; and
5. To authorize the Company’s management to perform all necessary actions in order to effectively carry out and implement the resolutions approved by the shareholders in the General Meeting.
The following documents are available to Shareholders, at Suzano’s headquarters, in the Company’s investor relations website (www.suzano.com.br/ri), as well as on the websites of the Brazilian Securities and Exchange Commission (“CVM”) (www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (http://www.b3.com.br), (a) the Management Proposal, containing (i) the Protocol and Justification of the Mergers and its exhibits, including the Appraisal Reports; (ii) the main terms of the Mergers, as required by article 20-A of CVM Instruction No. 481, of 17 December 2009, as amended (“ICVM 481/09”); and (iii) the information concerning Exhibit 21 of ICVM 481/09; (b) the Manual for Attendance of Shareholders, containing attendance instructions for the General Meeting; and (c) the template of the Distance Voting Ballot for purposes of the General Meeting.
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General Instructions
The General Meeting shall be conducted exclusively in electronic form, pursuant to ICVM 481/09. In order to attend the General Meeting, the Shareholders must send, to the Company, an access request, accompanied by the following documents, pursuant to article 126 of the Brazilian Corporations Law: (i) valid ID document of the shareholder or representative; (ii) statement issued by the depositary financial institution of the book entry shares or in shares in custody of such shareholder; (iii) documents confirming the powers of the legal representative of individual shareholders or of the manager or trustee with regards to investment funds; and (iv) power of attorney, duly valid pursuant to applicable law, with regards to shareholders represented by attorneys-in-fact.
The access request and documents listed above shall be sent to the Company by 09:00 a.m. of 26 December 2020, via e-mail, to ri@suzano.com.br, with copy to ivabueno@suzano.com.br and walnerj@suzano.com.br
Notwithstanding the possibility of attendance in the General Meeting electronically, the Company hereby recommends that its shareholders exercise their voting rights by means of distance voting ballots. In this case, shareholders must, by 21 December 2020 (including such date) send their voting instructions, delivering their respective distance voting ballots: (i) to the Company’s bookkeeping agent; (ii) to their respective custody agents, with regards to shareholders owning shares held in central securities depositories; or (iii) directly to the Company, in accordance with the provisions set forth in ICVM 481/09 and the procedures described in the distance voting ballots made available by the Company. Guidelines concerning the attendance and voting procedures applicable to the General Meeting, as well as other instructions related to the General Meeting, are detailed in the Manual for the Attendance of Shareholders.
São Paulo, 27 November 2020.
David Feffer
Chairman of the Board of Directors
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Exhibit 99.2
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
MANAGEMENT PROPOSAL
EXTRAORDINARY SHAREHOLDERS’ MEETINGS
OF
SUZANO S.A.
TO BE HELD EXCLUSIVELY IN DIGITAL FORM
ON 28 DECEMBER 2020
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
INDEX
Information on the matters subject to resolution
Exhibit A – Information on the Mergers (Exhibit 20-A of ICVM 481/09)
Exhibit B – Merger Agreement with Companies’ Appraisal Report
Exhibit C – Minute of the Board of Directors’ Meeting
Exhibit D – Minute of the Fiscal Council Meeting
Exhibit E – Information on the Appraiser (Exhibit 21 of ICVM 481/09)
Exhibit F – Proposal for Services and Compensation of the Appraiser
The items listed above are an integral part of this Management Proposal (“Management Proposal” or “Proposal”) and meet the requirements of Law No. 6.404 of December 15, 1976 (“Brazilian Corporate Law”) and CVM Instruction 481/09, as amended (“ICVM 481”).
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
Information on the matters subject to resolution
Dear Shareholders,
The Management of Suzano S.A. (“Company” or “Suzano”) hereby presents to the Shareholders the following proposal to be the subject to resolution in the Extraordinary General Meeting (“EGM”) to be held on 28 December 2020, at 09:00 a.m., exclusively in digital form, pursuant to ICVM 481.
The Company emphasizes that the presentation of the information contained in this Proposal does not replace, for any purpose, the attentive and complete reading of all its Exhibits.
(1) Approval of the Protocol and Justification of the Mergers, by the Company, of (a) AGFA – Comércio, Administração e Participações Ltda.; (b) ASAPIR Produção Florestal e Comércio Ltda.; (c) Comercial e Agrícola Paineiras Ltda.; (d) Ondurman Empreendimentos Imobiliários Ltda.; (e) Facepa Fábrica de Papel da Amazônia S.A.; (f) Fibria Terminais Portuários S.A.; and (g) Futuragene Brasil Tecnologia Ltda.
Based on the clarification provided in this document and under the Brazilian Corporate Law and the applicable regulations, it is proposed to be approved the Protocol and Justification of the Mergers (“Merger Agreement”) containing the terms and conditions of the mergers, by the Company, of each of the following companies, all wholly owned subsidiaries of Suzano (“Mergers”).
| (i) | AGFA – Comércio, Administração e Participações Ltda., a limited liability company with head offices in the City of Belém, State of Pará, at Passagem 3 de Outubro, No. 536, Suite 10, Sacramenta, CEP 66123-640, enrolled with CNPJ/ME under No. 07.934.961/0001-12, registered with the Board of Trade of the State of Pará (“JUCEPA”) under NIRE 15.200.249.439, herein represented in accordance with its Articles of Association (“AGFA”); |
| (ii) | Asapir Produção Florestal e Comércio Ltda., a limited liability company with head offices in the City of Limeira, State of São Paulo, at Lageado, Building B, CEP 13480-021, enrolled with CNPJ/ME under No. 08.721.410/0001-33, registered with the Board of Trade of the State of São Paulo (“JUCESP”) under NIRE 35.221.300.260, herein represented in accordance with its Articles of Association (“Asapir”); |
| (iii) | Comercial e Agrícola Paineiras Ltda., a limited liability company with head offices in the City of Suzano, State of São Paulo, at Rua Prudente de Moraes, No. 4.006, Sector B, Vila Santana, CEP 08613-900, enrolled with CNPJ/ME under No. 50.692.219/0001-77, registered with JUCESP under NIRE 35.200.185.143, herein represented in accordance with its Articles of Association (“Paineiras”); |
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SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| (iv) | Ondurman Empreendimentos Imobiliários Ltda., a limited liability company with head offices in the City of Suzano, State of São Paulo, at Rua Prudente de Moraes, No. 4.006, Suite 29-A, Gecontrol, Vila Santana, CEP 08613-900, enrolled with CNPJ/ME under No. 09.332.082/0001-46, registered with JUCESP under NIRE 35.222.026.226, herein represented in accordance with its Articles of Association (“Ondurman”); |
| (v) | Facepa Fábrica de Papel da Amazônia S.A., a corporation with head offices in the City of Belém, State of Pará, at Passagem 3 de Outubro, No. 536, Sacramenta, CEP 66123-640, enrolled with CNPJ/ME under No. 04.909.479/0001-34, registered with JUCEPA under NIRE 15.300.010.501, herein represented in accordance with its Bylaws (“Facepa”); |
| (vi) | Fibria Terminais Portuários S.A., a corporation with head offices in the City of Santos, State of São Paulo, at Av. Cândido Gafrée, warehouses13, 14 and 15, CEP 11013-240, enrolled with CNPJ/ME under No. 02.403.565/0001-45, registered with JUCESP under NIRE 35.300.153.928, herein represented in accordance with its Bylaws (“Fibria”); and |
| (vii) | Futuragene Brasil Tecnologia Ltda., a limited liability company with head offices in the City of Itapetininga, State of São Paulo, at Av. Dr. José Lembo, No. 1.010, Suite A, Jardim Bela Vista, CEP 18207-780, enrolled with CNPJ/ME under No. 12.777.984/0001-09, registered with JUCESP under NIRE 35.224.817.727, herein represented in accordance with its Articles of Association (“Futuragene” and, jointly with AGFA, Asapir, Paineiras, Ondurman, Facepa and Fibria, the “Companies”) ( |
The Merger Agreement, entered into by the management of the Company and the Companies on 26 November 2020, is part of this Proposal in the form of Exhibit B. As in the case, the document sets forth the bases, justifications and effects of the Mergers, including, without limitation, the treatment of equity variations that may occur between the base dates of the Companies' appraisal reports.
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SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
(2) Ratification of the appointment and engagement of the specialized company PricewaterhouseCoopers Independent Auditors, to appraise the net equity of the Companies, pursuant to the Law.
Based on the clarification provided in this document and in accordance with the Brazilian Corporate Law and applicable regulations, it is proposed to be ratified the appointment and engagement of the specialized company PricewaterhouseCoopers Auditores Independentes (“PwC” or “Appraiser”) to evaluate the net equity of the Companies, pursuant to the Law and at book value.
PwC specializes in auditing, consultancy and preparation of equity appraisal reports in accordance with applicable standards and audit procedures.
Further information on the contracting of PwC is provided in Exhibit E and Exhibit F of this Proposal, pursuant to Article 21 of ICVM 481.
(3) Approval of the appraisal report of the net equity of the Companies, at book value, prepared by the PwC in compliance with accounting and legal standards, criteria and requirements
Based on the clarifications contained in this document and pursuant to the terms of the Brazilian Corporation Law and applicable regulations, it is proposed that the appraisal reports on the net equity of each of the Companies be approved, at book value, prepared by PwC in compliance with the standards, accounting and legal criteria and requirements (“Appraisal Reports”), which are attached to this Proposal as Exhibit I of the Merger Agreement (Exhibit B of this Proposal).
Considering that Suzano directly holds one-hundred per cent (100%) of the share capital issued by each of the Companies (provided the equity interest held by AGFA in FACEPA shall be owned by Suzano following its merger), and in view of the decision of the Board of Commissioners of the Brazilian Securities and Exchange Commission (“CVM”) issued on 15 February 2018 in connection with Proceeding SEI No. 19957.011351/2017-21, article 264 of the Brazilian Corporate Law is not applicable to the Mergers. Accordingly, the appraisals mentioned in the aforementioned provision are not required.
(4) Approval of the Mergers
After the resolutions detailed above, which are steps of the Mergers, it is proposed to be approved the Mergers of the Companies by the Company, under the terms and conditions of the Merger Agreement, Brazilian Corporate Law and the applicable regulations.
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SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
The Mergers proposed herein, if approved, will result in the complete transfer, to the Company, of the net equity assets of each of the Companies, as determined by the Appraisal Reports. Accordingly, Suzano shall adjust its balance sheets in order to reflect the replacement of the investments it holds in the Companies with the net assets corresponding to the aforementioned equity interest and the Companies shall be dissolved.
The Company owns the entirety of the quotas and shares representing the share capital of the Companies. Accordingly, the Merger will not result in a capital increase of Suzano, nor will it give rise to any right of withdrawal for shareholders of Suzano.
In the event of approval at the EGM, the Mergers will only be completed and effective as of 1 January 2021.
It is noteworthy that the merger of each of the Companies by Suzano constitutes an independent legal action, assuming that a sole action may be valid regardless of the validity of the remaining actions.
Further information on the Merger is provided in Exhibit A of this Proposal, pursuant to Article 20-A of ICVM 481.
(5) Authorization of the Company’s management to perform all necessary actions required to carry out and implement the resolutions approved by the shareholders at the EGM.
Lastly, it is proposed that Suzano's managers be authorized to perform any and all additional actions that may be required to carry out and implement the resolutions approved by the shareholders at the EGM (including, without limitation, the Mergers), pursuant to the terms and conditions contained in the Merger Agreement, the Brazilian Corporate Law and applicable regulations.
4
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
Additional Information and Where to Find It
The documents required by the Brazilian Corporate Law and in ICVM 481 were submitted to CVM on the present date, through the Periodic Information System (IPE) and are available to the shareholders at the Company’s headquarters, at the Company’s Investor Relations website (www.suzano.com.br/ri), as well as on the CVM website (www.cvm.gov.br) and B3 S.A. - Brasil, Bolsa, Balcão website (http://www.b3.com.br).
Marcelo Feriozzi Bacci
Chief Financial and Investor Relations Officer
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SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
EXHIBIT A
Information on the Mergers
(Exhibit 20-A to ICVM 481)
Pursuant to Article 20-A of CVM 481, the Company provides the following information about the Mergers, as defined below, to be discussed in Extraordinary Shareholders’ Meetings of the Company to be in held on 28 December 2020, at 09:00 a.m., exclusively in digital form:
| 1. Protocol and justification of the operation, in accordance with arts. 224 and 225 of Law No. 6,404, of 1976. |
The Merger Agreement can be found in the Exhibit B to this Proposal.
|
2. Other agreements, contracts, pre-agreements governing the exercise of voting rights or transfer of shares issued by the surviving companies or the companies arising out the operation, filed at the registered office of the company or to which the company’s controlling shareholder is a party. |
The Merger proposal shall not result in the execution, amendment or termination of any agreement, contracts and pre-agreements governing the exercise of voting rights or transfer of shares issued by the surviving companies or the companies arising out the operation, remaining valid current the information described on item “15.5 – Shareholders’ Agreement” of the Company’s Reference Form of 2020 (version 5).
| 3. Description of the operation, including: |
| (a) Terms and conditions: |
Refer to the provisions of Merger Agreement, as specified in Exhibit B to this Management Proposal.
| (b) Obligations to indemnify: |
| (i) the managers of any of the companies involved; |
| (ii) If the operation does not take place. |
Not applicable.
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SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| (c) Table comparing the rights, advantages and restrictions applicable to the shares of the companies involved or arising out the operation, before and after the operation |
Before and after the Merger, there will be only the same shares issued by the Company that existed prior to the Merger, which will reserve the same rights and advantages referred to in “Section 18 - Securities” of the 2020 Company Reference Form (version 5).
| (d) Eventual need for approval by debenture holders or other creditors. |
Not applicable.
| (e) Assets and liabilities that will comprise each portion of the equity, in the event of a spin-off. |
Not applicable.
| (f) Intention of the resulting companies to obtain registration as a securities issuer. |
Not applicable.
| 4. Plans to conduct corporate businesses, notably in relation to specific planned corporate events. |
The Company will continue, after the Mergers, to dedicate itself to the regular development of its activities, which will not suffer any change due to the Mergers, maintaining the Company its registration as a publicly held company.
| 5. Analysis of the following aspects of the operation: |
| (a) Description of the key expected benefits, including: (i) Synergies, (ii) Tax benefits; and (iii) Strategic advantages. |
The Company understands that the effective integration of the activities of the Companies and the Company will allow the capture of efficiency gains and synergies derived from the reduction of operating, logistical and administrative costs, as well as resulting in management optimization and simplification of the group's corporate structure.
7
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| (b) Costs. |
The managements of the Company and Companies estimate that the costs of carrying out the Mergers are in the order of approximately four hundred thousand reais (R$ 400,000.000), including expenses with publications, records, auditors, appraisers, lawyers and others professionals hired to advise on the operation.
| (c) Risk factors. |
Considering that the Company directly holds one-hundred per cent (100%) of the share capital issued by each of the Companies (provided the equity interest held by AGFA in FACEPA shall be owned by Suzano following its merger) the Mergers do not represent an additional risk factor to the Company, and the information described in section “4 - Risk Factors” of the Company Reference Form 2020 (version 5) remains valid and current.
| (d) In the case of a related party transaction, any alternatives that could have been used to achieve the same objectives, stating the reasons why these alternatives were not considered. |
The incorporation of each of the Companies by the Company is the most efficient way to (i) capture efficiency gains and synergies derived from the reduction of operational, logistical and administrative costs, and (ii) implement management optimization and simplification of the corporate structure of the group. Other alternatives, such as the dissolution of the Companies, would entail additional costs of implementation and greater operational complexity to achieve the same desired result
| (e) Exchange ratio. |
Not applicable, considering that: (i) the Company (merging company) is the direct holder of 100% (one hundred percent) of the capital stock of the Companies (merged companies); (ii) all the quotas and shares of the Companies will be canceled with the completion of the Mergers, as provided for in article 226, paragraph 1, of the Brazilian Corporation Law; and (iii) Company’s shares will not be issued to replace the shares and shares of the Companies.
| (f) For operations involving parent companies, subsidiaries or companies under common control: |
| (i) Exchange ratio of shares calculated in accordance with Section 264 of Law No. 6,404, of 1976. |
Not applicable, considering that Suzano directly holds one-hundred per cent (100%) of the share capital issued by each of the Companies (provided the equity interest held by AGFA in FACEPA shall be owned by Suzano following its merger) and in view of the decision of the Board of Commissioners of CVM issued on 15 February 2018 in connection with Proceeding SEI No. 19957.011351/2017-21.
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SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| (ii) Detailed description of the exchange ratio negotiation process and other terms and conditions of the transaction. |
Not applicable, since there is no substitution relationship due to the fact that the Companies are wholly owned subsidiaries of the Company.
| (iii) If the operation has been preceded, in the last 12 (twelve) months, by an acquisition of control or acquisition of interest in a controlling block: |
|
(a) Comparative analysis of the exchange ratio and the price paid for the acquisition of control; and (b) Reasons that justify any differences in valuation in the different operations. |
Not applicable.
| (iv) Justification of why the exchange ratio is fair, including a description of the procedures and criteria adopted to ensure fairness of the operation or, if the exchange ratio is not fair, detail of the payment or equivalent measures adopted to ensure adequate compensation. |
Not applicable, since there is no substitution relationship due to the fact that the Companies are wholly owned subsidiaries of the Company.
| 6. Copy of the minutes of all meetings of the board of directors, audit board and special committees in which the operation was discussed, including any dissenting votes. |
The minutes of the meeting of the Board of Directors of the Company regarding the Mergers can be found in Exhibit C of this Proposal, while the minutes of the Fiscal Council Meeting that issued its opinion on the matter is found in Exhibit D of this Proposal. Such documents can also be found at the Company’s headquarters, on its investor relations website (www.suzano.com.br/ri), as well as on the CVM website (www.cvm.gov.br) and B3 website (http://www.b3.com.br).
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SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| 7. Copy of studies, presentations, reports, opinions, valuation or opinion reports of the companies involved in the operation made available to the controlling shareholder in any stage of the operation. |
The Appraisal Reports of the net equity at book value of each of the Companies can be found in Exhibit I of the Merger Agreement (Exhibit B of this Proposal), and can also be found at the Company's headquarters, on its investor relations website (www.suzano.com.br/ri), as well as on the CVM (www.cvm.gov.br) and (http://www.b3.com.br) websites.
| 7.1. Identification of any conflicts of interest among the financial institutions and professionals that prepared the documents mentioned in item 7 and the companies involved in the operation. |
The Management of the Company hired an independent firm to draft the Appraisal Report of the Companies and did not identify conflicts of interest between the parties involved in the operation.
Besides that, the Appraiser stated (i) not to have knowledge of conflicts of interest, direct or indirect, either any other circumstances that represent conflict of interest regarding the draft of the Appraisal Report; and (ii) not to have knowledge of any action of companies officers with purpose direct, limit, difficult or practice any acts that have or may have compromised the access, the use or the knowledge of information, documents or relevant methodologies of work to the quality of the services provided.
| 8. Proposals of bylaws or amendments to the bylaws of the companies arising out the operation. |
Not applicable. The Company’s bylaws will not be altered due to the Mergers.
| 9. Financial statements used for the purpose of the operation, in accordance with the specific rules. |
The unaudited balance sheets of each of the Companies, dated 31 August 2020 in the case of AGFA, Asapir, Paineiras, Ondurman, Facepa and Fibria, and 31 October 2020 in the case of Futuragene, are part of the Appraisal Reports, which are found in Exhibit I of the Merger Agreement (Exhibit B of this Proposal).
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SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| 10. Pro forma financial statements used for the purpose of the operation, in accordance with the specific rules |
Not applicable, provided the Mergers (i) do not represent a dilution greater than five per cent (5%), since the Mergers will not result in a capital increase of Suzano and, consequently, there will be no exchange ratio of shares and/or quotas, as applicable; and (ii) do not constitute a relevant transaction for purposes of OCPC Technical Guideline No. 06 (Orientação Técnica OCPC nº 06)
| 11. Document containing information on the companies directly involved that are not publicly held: (a) risk factors, in the terms of item 4.1 and 4.2 of the reference form; and (e) description of the capital stock, under the terms of item 17.1 of the reference form. |
| (a) risk factors, in the terms of item 4.1 and 4.2 of the reference form; |
AGFA's corporate purpose is: (i) the paper trade in general; (ii) import of raw materials; (iii) export of products; (iv) third-party sales management and planning; (v) provision of business advisory services; (vi) operational management of subsidiaries and affiliates; and (vii) equity interest in national companies of any nature or industry.
AGFA's assets are listed in the respective Appraisal Report, and its current share capital is R$ 16,000,000.00 (sixteen million reais), divided into 16,000,000 (sixteen million) quotas, with par value of R$ 1.00 (one real) each, fully subscribed and paid in.
Asapir's corporate purpose is: (i) silviculture (Forest Production - Planted Forests); (ii) acquisition and sale of wood and wood residues at wholesale and retail; (iii) ownership or equity interest in other companies, on a permanent basis, in order to maintain them as affiliates, controlled companies or wholly owned subsidiaries; (iv) trade and representation, on its own behalf or for third parties; and (v) import and export.
Asapir's assets are listed in the respective Appraisal Report, and its current share capital is R$ 26,049,008.00 (twenty-six million, forty-nine thousand and eight reais), divided into 26,049,008 (twenty-six million, forty-nine thousand and eight) shares, with a nominal value of R$ 1.00 (one real) each, fully subscribed, pending payment in the amount of R$ 1,035,046.86 (one million, thirty-five thousand, forty-six reais and eighty-six cents).
Paineiras’ corporate purpose is: (i) forestation and reforestation; (ii) agriculture and livestock in general; (iii) manufacture and commerce of products related to such activities; (iv) provision of agricultural services; (v) road transportation, on its own behalf or for third parties; (vi) real estate leasing;
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SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
(vii) scientific development and research in agriculture and forestry; and (vii) participation in other companies or consortia.
Paineiras' assets are listed in the respective Appraisal Report, and its current share capital is R$ 9,393,895.91 (nine million, three hundred and ninety-three thousand, eight hundred and ninety-five reais and ninety-one cents), divided into 939,389,591 (nine hundred and thirty-nine million, three hundred and eighty-nine thousand, five hundred and ninety-one) shares, with a nominal value of R$ 1.00 (one real) each, fully subscribed and paid in.
Ondurman's corporate purpose is: (i) acquisition of rural real estate and its lease or rental to third parties; (ii) onerous concession of surface usage rights to third parties; (iii) real estate management; and (iv) equity interest in other companies, in Brazil or abroad.
Ondurman's assets are listed in the respective Appraisal Report, and its current share capital is R$ 11,790,000.00 (eleven million, seven hundred and ninety thousand reais), divided into 11,790,000 (eleven million and seven hundred and ninety thousand) shares, with a nominal value of R$ 1.00 (one real) each, fully subscribed and paid in.
Facepa's corporate purpose is: (i) manufacture of paper in general, its derivatives, and similar byproducts; (ii) manufacture of disposable diapers; (iii) manufacture of plastic materials in general and its derivatives; and (iv) commercialization in domestic and foreign markets of such products, in wholesale and retail - being able, also, by decision of its Board of Officers, to dedicate itself to forestry activities and the exercise of similar or secondary activities regarding its main purposes.
Facepa's assets are listed in the respective Appraisal Report, and its current share capital is R$ 98,104,257.30 (ninety-eight million, one hundred and four thousand, two hundred and fifty-seven reais and thirty cents). However, on the date of completion of its merger, the share capital of FACEPA will be R$ 24,713,384.96 (twenty-four million, seven hundred and thirteen thousand, three hundred and eighty-four reais and ninety-six cents) divided into 1,100,227 (one million, one hundred thousand, two hundred and twenty-seven) common shares, registered and without par value, fully subscribed and paid in, provided that the 60 (sixty) day period for the completion of the share capital reduction arising from the redemption of preferred shares approved on 27 October 2020 will have passed.
Fibria's corporate purpose is to provide services with the specific purpose of exploring the port facility, using an area under management by Companhia Docas Do Estado De São Paulo - CODESP, of approximately 9,000 m² (nine thousand square meters), located in Outeirinhos, on the right bank of the Port of Santos, covering warehouses 14 and 15 (internal) and adjacent areas, for handling general cargo of forest products.
12
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
Fibria's assets are listed in the respective Appraisal Report, and its current share capital is R$ 265,965.00 (two hundred and sixty-five thousand, nine hundred and sixty-five reais), divided into 50,000 (fifty thousand) common shares, registered and without par value, fully subscribed and paid in.
Futuragene's corporate purpose is: (i) development, research and commercialization of technologies, solutions, products and services for the agroforestry sector; (ii) formation and exploitation of homogeneous forests, owned by Futuragene or third parties, directly or through contracts with companies specialized in silviculture and forest management; (iii) provision of services, import, export and exploration of goods related to the company's activities; (iv) participation, as a partner or shareholder, of any other company or enterprise; (v) production of seeds and seedlings, for purposes of research and own use, as well as sale to third parties; and (vi) manufacture, formulation, handling, import and export of pesticides and similar products.
Futuragene's assets are listed in the respective Appraisal Report, and its current share capital is R$ 119,366,709.00 (one hundred and nineteen million, three hundred and sixty-six thousand, seven hundred and nine reais), divided into 119,366,709 (one hundred and nineteen million, three hundred and sixty-six thousand, seven hundred and nine) shares, with a nominal value of R$ 1.00 (one real) each, fully subscribed and paid in.
Provided that (i) the Company directly holds one-hundred per cent (100%) of the share capital issued by each of the Companies (provided the equity interest held by AGFA in FACEPA shall be owned by Suzano following its merger), and (ii) the activities performed by the Companies are restricted to activities currently performed by the Company, the Company does not identify risk factors related to the Companies and their activities that are different from the risk factors applicable to the Company, as already described in “ Section 4, Item 4.1(d) ”of the Company Reference Form 2020 (version 5).
| (b) description of the main changes in the risk factors that occurred in the previous year and expectations regarding the reduction or increase in exposure to risks as a result of the operation, pursuant to item 5.4 of the reference form; |
Not applicable, considering that (i) the Companies will be dissolved as a result of the Mergers, (ii) the Company directly holds one-hundred per cent (100%) of the share capital issued by each of the Companies (provided the equity interest held by AGFA in FACEPA shall be owned by Suzano following its merger), and (iii) as mentioned in item 11 (a) of this Exhibit A, the Company does not identify risk factors related to the Companies and their activities that are different from the risk factors applicable to the Company, as already described in “Section 4, Item 4.1(d)” of the Company Reference Form 2020 (version 5).
13
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| (c) description of its activities, in accordance with items 7.1, 7.2, 7.3 and 7.4 of the reference form: |
| 7.1. Description of the main activities of the issuer and its subsidiaries |
The main activities carried out by each of the Companies have already been described in item 11(a) of this Exhibit A. Further, provided the Companies are wholly owned subsidiaries of Suzano, all information related to them is already reflected in the Reference Form of Company.
| 7.1-A. Information specific to Semi-Public corporations |
Not applicable.
| 7.2. Information on operating segments; |
| a) Products and services marketed |
The main activities developed by each of the Companies have already been described in item 11(a) of this Exhibit A. Further, provided that the Companies are wholly owned subsidiaries of Suzano, all information related to them is already reflected in the Reference Form of Company.
| b) Revenue from the segment and its share in the issuer’s net revenue |
Provided the Companies are wholly owned subsidiaries of Suzano, all information related to them is already reflected in the Company's Reference Form.
| c) Profit or loss arising out the segment and its share in the issuer’s net profit |
Provided the Companies are wholly owned subsidiaries of Suzano, all information related to them is already reflected in the Company's Reference Form.
| 7.3. - Information on products and services related to the operating segments |
The main activities performed by each of the Companies have already been described in item 11(a) of this Exhibit A. Further, provided the Companies are wholly owned subsidiaries of Suzano, all information related to them is already reflected in the Reference Form of Company.
14
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| 7.4 - Customers responsible for more than 10% of the total net revenue; |
Provided the Companies are wholly owned subsidiaries of Suzano, all information related to them is already reflected in the Company's Reference Form.
| (d) Description of the economic group, pursuant to item 15 of the Reference Form; |
The corporate structure of each of the Companies has already been described in item 11(a) of this Exhibit A. Further, provided the Companies are wholly owned subsidiaries of the Company, all information related to them is already reflected in the Company's Reference Form.
| (e) Description of the capital stock, under the terms of item 17.1 of the reference form; |
The share capital of each of the Companies has already been described in item 11(a) of this Exhibit A. Further, provided the Companies are wholly owned subsidiaries of Suzano, all information related to them is already reflected in the Company's Reference Form.
| 12. Description of the capital structure and ownership after the operation, in accordance with item 15 of the reference form. |
Following completion of the Mergers, (i) the Companies will be dissolved, (ii) the entirety of the Companies' quotas and shares will be canceled, as provided for in article 226, paragraph 1, of the Brazilian Corporation Law, and (iii) no Company shares will be issued replacing the quotas and shares of the Companies. Accordingly, the Company's capital structure will remain as informed in section “15 - Control and Economic Group” of its Reference Form 2020 (version 5).
15
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| 13. Number, class, species and type of securities of each company involved in the operation held by any other companies involved in the operation, or by people linked to them, as defined by the rules of initial public offer of shares. |
The entirety of quotas and shares representing the share capital of the Companies is owned by Suzano, which is, in turn, a publicly held company, duly registered with CVM.
| 14. Exposure of any of the companies involved in the operation, or of people link to them, as established by the rules of initial public offer to shares acquisition, in referenced derivatives in securities issued by other companies involved in the operation. |
Not applicable.
| 15. Report covering all businesses realizes within the last six (6) months by people indicated below with securities issued by companies involved in the operation: |
| (a) Companies involved in the operation: |
| (a)(i) and (ii) Private purchase and sale transactions: |
Not applicable.
| (a)(iii) Purchase transactions in regulated markets: |
Not applicable.
| (b) Parties related to companies involved in the operation: |
| (i) Private purchase transactions: |
Not applicable.
| (ii) Private sale operations: |
Not applicable.
| (iii) Purchase transactions in regulated markets: |
Not applicable.
16
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
| (iv) Sales operations in regulated markets: |
Not applicable.
| 16. The document through which the Special Independent Committee submitted its recommendations to the Board of Directors, in case the transaction was negotiated under the terms of CVM Opinion 35, of 2008. |
Not applicable, provided there is no substitution relationship due to the fact that the Companies are wholly owned subsidiaries of Suzano.
17
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
EXHIBIT B
Merger Agreement and Companies’ Appraisal Reports
18
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
EXHIBIT C
Minutes of the Board of Directors’ Meeting
SUZANO S.A.
Publicly Held Company
CNPJ/ME No. 16.404.287/0001-55
NIRE No. 29.300.016.331
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
(“Meeting”)
1. DATE, TIME AND PLACE: 26 November 2020, via videoconference, pursuant to item 6.4. of the Internal Rules of the Board of Directors of Suzano S.A. (“Company”).
2. ATTENDANCE: The following Directors attended the meeting via videoconference: David Feffer (Chairman of the Board of Directors), Claudio Thomaz Lobo Sonder (Vice-Chairman of the Board of Directors), Daniel Feffer (Vice-Chairman of the Board), Maria Priscila Rodini Vansetti Machado (Director), Nildemar Secches (Director), Ana Paula Pessoa (Director) Rodrigo Calvo Galindo (Director), Rodrigo Kede de Freitas Lima (Director), Paulo Rogerio Caffarelli (Director) and Hélio Lima Magalhães (Director).
3. CHAIRMAN AND SECRETARY: The Meeting was presided by Mr. David Feffer, who invited Mr. Stefan Tasoko to act as secretary.
19
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
4. AGENDA: To resolve on: (i) the approval of the Protocol and Justification of the Mergers of AGFA – COMÉRCIO, ADMINISTRAÇÃO E PARTICIPAÇÕES LTDA., a limited liability company with head offices in the City of Belém, State of Pará, at Passagem 3 de Outubro, No. 536, Suite 10, Sacramenta, CEP 66123-640, enrolled with CNPJ/ME under No. 07.934.961/0001-12, registered with the Board of Trade of the State of Pará (“JUCEPA”) under NIRE 15.200.249.439, herein represented in accordance with its Articles of Association; ASAPIR PRODUÇÃO FLORESTAL E COMÉRCIO LTDA., a limited liability company with head offices in the City of Limeira, State of São Paulo, at Lageado, Building B, CEP 13480-021, enrolled with CNPJ/ME under No. 08.721.410/0001-33, registered with the Board of Trade of the State of São Paulo (“JUCESP”) under NIRE 35.221.300.260, herein represented in accordance with its Articles of Association; COMERCIAL E AGRÍCOLA PAINEIRAS LTDA., a limited liability company with head offices in the City of Suzano, State of São Paulo, at Rua Prudente de Moraes, No. 4.006, Sector B, Vila Santana, CEP 08613-900, enrolled with CNPJ/ME under No. 50.692.219/0001-77, registered with JUCESP under NIRE 35.200.185.143, herein represented in accordance with its Articles of Association; ONDURMAN EMPREENDIMENTOS IMOBILIÁRIOS LTDA., a limited liability company with head offices in the City of Suzano, State of São Paulo, at Rua Prudente de Moraes, No. 4.006, Suite 29-A, Gecontrol, Vila Santana, CEP 08613-900, enrolled with CNPJ/ME under No. 09.332.082/0001-46, registered with JUCESP under NIRE 35.222.026.226, herein represented in accordance with its Articles of Association; FACEPA FÁBRICA DE PAPEL DA AMAZÔNIA S.A., a corporation with head offices in the City of Belém, State of Pará, at Passagem 3 de Outubro, No. 536, Sacramenta, CEP 66123-640, enrolled with CNPJ/ME under No. 04.909.479/0001-34, registered with JUCEPA under NIRE 15.300.010.501, herein represented in accordance with its Bylaws; FIBRIA TERMINAIS PORTUÁRIOS S.A., a corporation with head offices in the City of Santos, State of São Paulo, at Av. Cândido Gafrée, warehouses13, 14 and 15, CEP 11013-240, enrolled with CNPJ/ME under No. 02.403.565/0001-45, registered with JUCESP under NIRE 35.300.153.928, herein represented in accordance with its Bylaws; and FUTURAGENE BRASIL TECNOLOGIA LTDA., a limited liability company with head offices in the City of Itapetininga, State of São Paulo, at Av. Dr. José Lembo, No. 1.010, Suite A, Jardim Bela Vista, CEP 18207-780, enrolled with CNPJ/ME under No. 12.777.984/0001-09, registered with JUCESP under NIRE 35.224.817.727, herein represented in accordance with its Articles of Association by the Company (jointly, the “Subsidiaries”), by the Company (“Merger Agreement”); (ii) the proposal to be submitted to the Extraordinary General Shareholders’ Meeting of the Company, to be convened pursuant to item (iii) below (“Company EGM”), concerning (ii.1) the approval of the mergers of the Subsidiaries by the Company, pursuant to the terms set forth in the Merger Agreement (“Mergers”); (ii.2) the ratification of the appointment of PriceWaterhouseCoopers Auditores Independentes, a company with head offices in the City of São Paulo, State of São Paulo, at Av. Francisco Matarazzo No. 1.400, Torre Torino, CEP 05001-100, enrolled with CNPJ/ME under No. 61.562.112/0001-20 (“PwC”), for purposes of preparing the appraisal reports of the net equity of each of the Subsidiaries, at book value, pursuant to article 227 of Law No. 6,404, of 15 December 1976, as amended (“Appraisal Reports” and “Brazilian Corporations Law”); and (ii.3) the approval of the Appraisal Reports; and (iii) the convening of the Company EGM to resolve on the matters listed above.
5. resolutions: After examining and discussing the matters listed in the agenda, the attending members of the Board of Directors, unanimously and without reservations, resolved:
5.1. After an analysis of the Appraisal Reports, to approve the Merger Agreement, which sets forth general terms and conditions applicable to the Mergers, their justification and criteria for purposes of appraising the net equity of the Subsidiaries to be merged by the Company, authorizing the Company’s management to proceed with its execution. Following certification by the presiding members, the Merger Agreement is comprised by this instrument in the form of Exhibit A.
20
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
5.2. To propose to the Company EGM: (i) the approval of the Mergers of the Subsidiaries; (ii) the ratification of the appointment of PwC for purposes of preparing the Appraisal Reports; and (iii) the approval of the Appraisal Reports. The Appraisal Reports are contained in Exhibit I of the Merger Agreement, comprising Exhibit A of this instrument.
5.2.2. To state that the Company holds the entirety of the share capital of the Subsidiaries and, and in view of the decision of the Board of Commissioners of the Brazilian Securities and Exchange Commission (CVM) issued on 15 February 2018 in connection with Proceeding SEI No. 19957.011351/2017-21, the appraisal mentioned in article 264 of the Brazilian Corporate Law is not applicable to the Mergers and are therefore not required.
5.2.3. To state that the Mergers shall not grant the right of withdrawal to dissenting shareholders of the Company, provided applicable law limits such right to shareholders of merged companies and the Subsidiaries are wholly owned subsidiaries of the Company. Accordingly, the Mergers are also not subject to dissenting shareholders.
5.2.4. The Mergers shall not result in a capital increase of the Company and, consequently, there will be no exchange ratio of shares and/or quotas, as applicable, provided the Company holds the entirety of the share capital of the Subsidiaries.
5.3. To approve the Management Proposal concerning the Mergers, to be submitted to the Company’s shareholders at the Company EGM, which shall be archived at the Company’s headquarters and made available to shareholders pursuant to applicable law.
5.4. To approve the convening of the Company EGM in order to resolve on the matters listed above.
5.5. Pursuant to the Company Bylaws, to authorize the Board of Officers of the Company to perform any and all actions, execute any agreements and/or instruments and their respective amendments, necessary or convenient for purposes of implementing the resolutions above.
21
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
6. CLOSURE: There being no further matters to be discussed, the Meeting was ended. The minutes of the Meeting were drafted, read and approved by all Directors in attendance.
São Paulo, 26 November 2020.
|
__________________________ David Feffer Chairman and President of the Meeting
|
__________________________ Stefan Tasoko Secretary |
|
____________________________ Claudio Thomaz Lobo Sonder Vice-Chairman
|
_____________________________ Daniel Feffer Vice-Chairman
|
|
_____________________________ Nildemar Secches Director
|
_____________________________ Maria Priscila Rodini Vansetti Machado Director |
|
_____________________________ Ana Paula Pessoa Director
|
_____________________________ Hélio Lima Magalhães Director |
|
_____________________________ Rodrigo Calvo Galindo Director
|
_____________________________ Paulo Rogerio Caffarelli Director |
|
_____________________________ Rodrigo Kede de Freitas Lima Director |
22
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
SUZANO S.A.
Publicly Held Company
CNPJ/ME No. 16.404.287/0001-55
NIRE No. 29.300.016.331
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
EXHIBIT A
MERGER AGREEMENT
23
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
EXHIBIT D
Minutes of the Fiscal Council Meeting
MINUTES OF THE MEETING OF THE FISCAL COUNCIL
(“Meeting”)
1. Date, Time and Place: 26 November 2020, at 17:45, via videoconference, pursuant to article 10 of the Internal Rules of the Fiscal Council of Suzano S.A. (“Council” and “Company”).
2. Attendance: The following members of the Council attended the Meeting via videoconference: Eraldo Soares Peçanha, Luiz Augusto Marques Paes and Rubens Barletta. The following individual also participated in the Meeting, via video conference: Mr. Walner Júnior, as secretary.
3. Agenda: Pursuant to item III of article 163 of Law No. 6,404 of 15 December 1976 (“Brazilian Corporate Law”), the Fiscal Council shall give its opinion concerning the management’s proposal of the mergers of AGFA – COMÉRCIO, ADMINISTRAÇÃO E PARTICIPAÇÕES LTDA., a limited liability company with head offices in the City of Belém, State of Pará, at Passagem 3 de Outubro, No. 536, Suite 10, Sacramenta, CEP 66123-640, enrolled with CNPJ/ME under No. 07.934.961/0001-12, registered with the Board of Trade of the State of Pará (“JUCEPA”) under NIRE 15.200.249.439, herein represented in accordance with its Articles of Association; ASAPIR PRODUÇÃO FLORESTAL E COMÉRCIO LTDA., a limited liability company with head offices in the City of Limeira, State of São Paulo, at Lageado, Building B, CEP 13480-021, enrolled with CNPJ/ME under No. 08.721.410/0001-33, registered with the Board of Trade of the State of São Paulo (“JUCESP”) under NIRE 35.221.300.260, herein represented in accordance with its Articles of Association; COMERCIAL E AGRÍCOLA PAINEIRAS LTDA., a limited liability company with head offices in the City of Suzano, State of São Paulo, at Rua Prudente de Moraes, No. 4.006, Sector B, Vila Santana, CEP 08613-900, enrolled with CNPJ/ME under No. 50.692.219/0001-77, registered with JUCESP under NIRE 35.200.185.143, herein represented in accordance with its Articles of Association; ONDURMAN EMPREENDIMENTOS IMOBILIÁRIOS LTDA., a limited liability company with head offices in the City of Suzano, State of São Paulo, at Rua Prudente de Moraes, No. 4.006, Suite 29-A, Gecontrol, Vila Santana, CEP 08613-900, enrolled with CNPJ/ME under No. 09.332.082/0001-46, registered with JUCESP under NIRE 35.222.026.226, herein represented in accordance with its Articles of Association; FACEPA FÁBRICA DE PAPEL DA AMAZÔNIA S.A., a corporation with head offices in the City of Belém, State of Pará, at Passagem 3 de Outubro, No. 536, Sacramenta, CEP 66123-640, enrolled with CNPJ/ME under No. 04.909.479/0001-34, registered with JUCEPA under NIRE 15.300.010.501, herein represented in accordance with its Bylaws; FIBRIA TERMINAIS PORTUÁRIOS S.A., a corporation with head offices in the City of Santos, State of São Paulo, at Av. Cândido Gafrée, warehouses13, 14 and 15, CEP 11013-240, enrolled with CNPJ/ME under No. 02.403.565/0001-45, registered with JUCESP under NIRE 35.300.153.928, herein represented in accordance with its Bylaws; and FUTURAGENE BRASIL TECNOLOGIA LTDA., a limited liability company with head offices in the City of Itapetininga, State of São Paulo, at Av. Dr. José Lembo, No. 1.010, Suite A, Jardim Bela Vista, CEP 18207-780, enrolled with CNPJ/ME under No. 12.777.984/0001-09, registered with JUCESP under NIRE 35.224.817.727, herein represented in accordance with its Articles of Association by the Company (jointly, the “Subsidiaries”), by the Company, pursuant to the Protocol and Justification of the Mergers executed on this date (“Mergers”), which sets forth the general terms and conditions of the Mergers, their justification and criteria for purposes of appraising the net equity of the Subsidiaries to be merged by the Company, whose exhibits contain the appraisal reports of each of the Subsidiaries, prepared by PriceWaterhouseCoopers Auditores Independentes, a company with head offices in the City of São Paulo, State of São Paulo, at Av. Francisco Matarazzo No. 1.400, Torre Torino, CEP 05001-100, enrolled with CNPJ/ME under No. 61.562.112/0001-20, in accordance with article 227 of the Brazilian Corporate Law.
24
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
4. Resolutions: Having installed the Meeting, after examining and discussing the matters listed in the agenda, the attending members of the Council unanimously gave their favorable opinion on the Mergers, which shall be submitted to the approval by the Extraordinary General Shareholders’ Meeting of the Company to be convened for such purpose, pursuant to the Company’s Bylaws. As stated in the Merger Agreement (Protocol) such Mergers shall not result in a capital increase of the Company and, consequently, there will be no exchange ratio of shares and/or quotas, as applicable, provided the Company holds the entirety of the share capital of the Subsidiaries.
5. Closure: There being no further matters to be discussed, the Meeting was ended. Being the Merger Agreement (Protocol) and the Appraisal Reports attached herein. The minutes of the Meeting were drafted, read and approved by all members of the Council in attendance. Signatures. Rubens Barletta, Eraldo Soares Peçanha e Luiz Augusto Marques Paes.
25
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
São Paulo, SP, 26 November 2020.
| Rubens Barletta | Eraldo Soares Peçanha | |
| Luiz Augusto Marques Paes | ||
26
SUZANO S.A.
Publicly Held Company
CNPJ/ME No 16.404.287/0001-55
NIRE 29.300.016.331
Management Proposal – EGM held on 28 December 2020
ANEXO E
Information about the Appraiser
(Exhibit 21 of ICVM 481/09)
| 1. List the appraisers recommended by management |
| PriceWaterhouseCoopers Auditores Independentes, a company with head offices in the City of São Paulo, State of São Paulo, at Av. Francisco Matarazzo No. 1.400, Torre Torino, enrolled with CNPJ/ME under No. 61.562.112/0001-20. |
| 2. Describe the qualification of recommended appraisers |
| PwC was selected for the work described here considering the wide and notable experience that this specialized company has in preparing reports and appraisals of this nature. |
| 3. Provide a copy of the recommended evaluators’ work and compensation proposals. |
| See attached proposal (Exhibit F) |
| 4. Describe any relevant relationship existing in the last 3 (three) years between the recommended appraisers and parties related to the company, as defined by the accounting rules that address this matter. |
|
On 5 September 2016, Suzano executed an agreement with PwC, aiming to engage it for balance sheet audit services and other sections of the complete financial statements (individual and consolidated) of 31 December 2017, which was extended until the 2021 and amended as to include external audit services and revision of the financial statements, and Form F-4 to be filed with the Securities Exchange Commission, the regulatory agency for the capital markets of the United States of America.
On 26 July 2018, PwC was engaged by Suzano to carry out the Equity Appraisal Report of Eucalipto Holding S.A. (“Holding”), and of Fibria Celulose S.A. (“Fibria”), in the context of the transaction that resulted in the combination of shareholders of the latter and Suzano, as well as to prepare the reasonable assurance report on the Holding’s and Suzano’s pro forma. The engagement of PwC was ratified by the extraordinary shareholders’ meeting of Suzano held on 13 September 2018.
On 26 February 2019, PwC was engaged by Suzano to carry out the Fibria Celulose Shareholders’ Equity Appraisal Report, in connection with the merger of the latter by the Company. The engagement of PwC was ratified by Suzano’s extraordinary general meeting held on 1 April 2019.
On 1 March 2020, PwC was engaged by Suzano to carry out the Shareholders' Equity Appraisal Report of Suzano Participações do Brasil Ltda. The hiring of PwC was ratified by Suzano's extraordinary general meeting held on 22 May 2020. |
27
(A free translation of the original in Portuguese)
EXHIBIT F
Proposal for services and compensation of the appraiser
| Attention: | Mr. Vitor Tumonis Mr. Arvelino Cassaro |
To
Suzano S.A.
Avenida Brigadeiro Faria Lima, 1355
São Paulo – SP
July 10, 2020
Dear Sirs,
1 PricewaterhouseCoopers Auditores Independentes, established in the city of São Paulo, capital of the State of São Paulo, with principal offices at Avenida Francisco Matarazzo, 1400, Torre Torino, Água Branca, and enrolled in the National Corporate Taxpayers' Register (CNPJ/MF) under No. 61.562.112/0001-20 ("PwCAI"), is pleased that you have selected us to perform audit services for your Company. The purpose of this letter is to confirm our understanding with respect to your and our responsibilities in connection with our engagement as independent auditors of (i) AGFA - Comércio, Administração e Participações Ltda., (ii) FACEPA – Fábrica de Papel da Amazônia S.A., Comercial Agrícola Paineiras Ltda.; (iii) Ondurman Empreendimentos Imobiliários Ltda., (iv) Asapir Produção Florestal e Comércio Ltda.; and (v) Futuragene Brasil Tecnologia Ltda. ("Entities"), for the period ended on August 31, 2020, for issuance of expert reports on the net book equity values based on accounting records at August 31, 2020 ("expert reports").
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The terms of this letter will remain effective unless amended in writing with the agreement of both parties.
2 We will issue expert reports on the net book equity values based on accounting records of the Entities on August 31, 2020 and corresponding attachments, prepared in conformity with accounting practices adopted in Brazil. Our reports will be based on the audit procedures applied to the balance sheets of the Entities. Our audits will be conducted with the objective of supporting the expert reports on the net book equity values. Upon completion of our audit, we will issue and deliver to Suzano S.A. our appraisal report on net book assets in Portuguese and English.
3 We will discuss with you a timetable for our work, which will include a final visit, once we have had sight of the balance sheet. We expect to deliver a draft of our expert reports for your review approximately one week after completion of our field work, and to issue our final reports after receiving the management representation letters. Compliance with the above deadlines and delivery by Suzano S.A., on a timely basis, of all the documents, information and representation letters, is necessary for the performance of our services.
4 Our expert reports will express our conclusion on the net book equity value of the Entities, including consideration, if necessary, of adjustments identified during the audit. In addition, our reports may include an emphasis of matter paragraph or a paragraph on other matters, considering the circumstances also described in the auditing standards.
5 Our audits will be conducted in accordance with independent audit professional and ethical standards applicable in Brazil, that is, those arising from the professional and technical standards of the Brazilian Federal Accounting Council (CFC). Those standards require that we comply with ethical
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requirements established in the Code of Professional Ethics and Professional Standards issued by the CFC, and also that the audit be planned and performed to obtain reasonable assurance about whether the balances of the net book equity value are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts recorded. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the net book equity values, whether due to fraud or error. The risks of not detecting a material misstatement that may result from fraud are higher than those arising from errors, since fraud may involve intentional acts of circumventing the internal controls, collusions, forgeries, omissions or false presentations and representations. An audit also includes evaluating the appropriateness of accounting practices used and the reasonableness of accounting estimates made by management.
6 Reasonable assurance means an increased level of assurance, but not the guarantee that an audit carried out in accordance with the Brazilian and International Standards on Auditing will always detect possible existing material misstatements. These misstatements may result from fraud or error and are considered material when, individually or as whole, they may influence, within a reasonable perspective, the economic decisions made by users based on the related financial information.
7 Due to the limitations inherent to the audit process and to the internal control structure, there is an inherent risk that significant errors may not be detected, even if the audit is properly planned and performed in accordance with applicable auditing standards. Our risk assessment will consider internal controls that are significant in the preparation of the balance sheets of the Entities, in order to determine the audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of such internal controls. However, we will report in writing any significant deficiencies in the internal controls that may be relevant for the balance sheets, if identified during our audit procedures. These reports are for the exclusive use of
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management.
8 The balance sheets to be audited by us are the responsibility of management. Management is responsible for the proper preparation and presentation of the balance sheets in accordance with accounting practices adopted in Brazil, and for the internal control structure required for the preparation of the balance sheets free of any material misstatements, whether due to fraud or error. The audit of the balance sheets and the issuance of the expert reports do not relieve management of this responsibility. Management is also responsible for making available to the auditor all significant information used when preparing the balance sheets, such as accounting records, related documents and other matters, as well as additional information that may be requested from management for audit purposes, and providing unrestricted access to Entities' personnel as the auditor may deem necessary to obtain audit evidence.
9 As required by Brazilian auditing standards, we will make specific inquiries of management and others about the representations embodied in the balance sheets and the effectiveness of internal control over transactions, records and financial reporting. Brazilian auditing standards also require that we obtain a representation letter from certain members of management, including the managing director (diretor-presidente), covering matters which are material to the expert reports. Additionally, management agrees to inform us of facts that may affect the expert reports, of which it may have become aware during the period between the date of the expert reports and the date on which the reports are made available. The results of our audit tests, the responses to our inquiries and the written representations of management comprise the evidential matter upon which we intend to rely in forming our conclusion expressed in the expert reports on the net book equity values.
10 Management has the primary responsibility for the prevention and detection of fraud and errors. In this context, an effective internal control structure reduces the
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possibility that fraud and errors may occur or, at a minimum, contributes to their being detected, either by management or by the independent auditor.
11 Consequently, although we cannot guarantee the detection of fraud or errors, we will plan and perform our audit to obtain reasonable, but not absolute assurance of detecting errors or fraud that would have a material effect on the balance sheets. Audits are based on the concept of selective testing of the data underlying the balance sheet. Audits are, therefore, subject to the limitation that errors, fraud and illegal acts having a direct and material impact on the balance sheets, if they exist, may not be detected.
In addition, our consideration of existing control systems will not be sufficient to allow us to provide assurance regarding the reliability and effectiveness of the internal controls related to transactions, records and financial reporting.
12 Our audits will not include a detailed audit of transactions to identify errors or fraud which do not materially misstate the net book equity values. However, we will communicate to you any such matters that come to our attention. In this context, the concept of materiality is measured in relation to the net book equity values and not in relation to an absolute or isolated effect.
13 If you intend to publish or reproduce, in printed form or electronically (e.g. on an Internet website), our expert reports, or otherwise make reference to PwCAI in a document that contains other information, management agrees to provide us with a draft of such document to read, review and approve before the document is distributed to third parties (regulatory agencies, stock exchanges etc.) and our expert reports are included. We emphasize that our expert reports must be reproduced in its entirety, including the attachments.
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14 If you wish to include our expert reports in a securities offering document or in some other form of document, you agree that you will obtain our prior permission or consent. Likewise, no reference to PwCAI may be included in such documents without our prior consent. Any agreement to perform work in connection with these documents will be a separate engagement and subject to a separate engagement contract.
15 The regulations established by certain countries include the requirement that the auditor be registered in that country if the Entity makes an offering or files the financial information with the expert reports on the net book equity values. The potential consequences of non-compliance with this requirement for the auditor to register on a timely basis may be serious for both the auditor and Suzano S.A. Suzano S.A. agrees that our expert reports on the net book equity values, or reference to us, must not be included in an offering document for a regulatory body, or equivalent, domiciled abroad without our previous consent, in writing. Any agreement to perform a work related to an offering, including our consent, must be subject to a separate service agreement.
16 The Entities agree to provide, on a timely basis, copy of reports, notices or orders issued by the regulatory entities to which the Entities are subject and which are, directly or indirectly, related to the expert reports and, therefore, may be of interest to the independent auditor. The entities also agree, in cases not prohibited by law, to immediately inform PwCAI of the receipt of any official communication, official letter, written notice, assessment notice, court order or request ("communications" or "notices") from the authorities requiring the presentation of information and/or clarifications about frauds or alleged frauds, or noncompliance with laws or regulations. The Entities also agree to provide PwCAI with a copy of the statements, answers, considerations and other communications sent to such authorities in response to the communications received.
17 Our audits will be performed with the key objective of issuing the expert reports on the net book equity values, in connection of the process of the Entities being merged into Suzano S.A., and will not be planned or performed to meet specific transaction requirements or expectations of any third party. Therefore, items of possible interest to a third party will not be specifically addressed and matters may exist that would be assessed differently by a third party, possibly in connection with another specific transaction.
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18 PricewaterhouseCoopers refers to the network of member firms of PricewaterhouseCoopers, each of which is a separate and independent legal entity. PwCAI may, at its own discretion, use and/or subcontract resources from other PwC firms and/or third parties (hereinafter "PwC Subcontracted parties"), in Brazil or abroad, in connection with the provision of services and/or for compliance with internal, administrative and/or regulatory requirements. Each PwC Subcontracted party is subject to confidentiality requirements similar to those of PwCAI, and use the same level of data protection that PwCAI adopts in its activities. Activities will be carried out exclusively as contracted. Thus, the Company agrees that PwCAI may provide information that it receives in connection with this agreement to PwC Subcontracted parties for such purposes. PwCAI will be solely responsible for the provision of the services (including those performed by PwC Subcontractors) and for the protection of the information provided to the PwC Subcontractors.
19 As you are aware, various standards as well as provisions related to money laundering prevention are in effect, including Laws 9,613/98 and 12,683/12. These laws require auditors, accounting advisors and consultants to report certain circumstances to the Financial Intelligence Unit (UIF), as described in those laws and in the regulations approved by UIF and/or other regulatory agencies of our professional activities. The parties undertake to fully comply with these laws and with Law 12,846/2013 ("Anti-corruption Law"). If PwCAI is required to report any circumstances under these laws, such communication does not constitute and will not constitute a breach of our professional and/or contractual obligation to preserve client confidentiality. Likewise, the disclosure of our work material to national and international regulatory agencies responsible for overseeing audit firms does not and will not constitute a breach of our professional and/or contractual obligation to preserve client confidentiality.
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20 The following items regulate the treatment of personal data by the parties under Law 13,709/2018 (General Data Protection Law or LGPD), with the specific and limited purpose of performing the activities presented herein. In this sense, PwCAI will act solely and exclusively as OPERATOR, processing the personal data submitted by the Company, which, in turn, will act as CONTROLLER, in accordance with the definitions established in the General Personal Data Protection Law. The parties agree that:
(a) The CONTROLLER is responsible for legitimating all personal data of the owners of data that will be processed by the OPERATOR, including those that need the consent of the owner, answering for the accuracy of the data, and shall also exclude sensitive personal data and inform the OPERATOR of any changes that might affect the duties of the owners of data being processed.
(b) The OPERATOR will not process personal data that are not in accordance with the scope of this engagement letter, except if due to a legal obligation, maintaining the proper records of the personal data processing operations that are carried out. The requests for compliance with the rights of owners of personal data, informed by the CONTROLLER, will only be performed if they do not conflict with the independent legal bases or professional standards of the OPERATOR.
(c) The OPERATOR confirms that it adopts technical and administrative security measures to protect personal data from: a) unauthorized accesses; b) accidental or unlawful situations; c) destruction, loss, change, communication or any improper or unlawful treatment. The OPERATOR agrees to notify the CONTROLLER, according to the LGPD requirements, of the occurrence of any situation that results in unauthorized access or improper treatment of personal data.
(d) After the conclusion of this Agreement, the OPERATOR shall delete or destroy all the personal data processed for the execution of this Engagement, except for methodologies, tools, working papers and files created, which will be maintained by the OPERATOR, based on legal grounds arising from the applicable professional standards.
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21 During our engagement, we may develop software, including spreadsheets, documents, databases and other electronic tools to support our work. In some cases, these tools, data and documents may be provided to the Entities upon formal request. As these tools were developed specifically for our purposes and without consideration of any purpose for which Entities might use them, they are made available on an "as is" basis for the exclusive use of the Entities and should not be distributed to or shared with any third party. Furthermore, we can provide no representations or warranties as to the sufficiency or appropriateness of the software tools for any purpose for which the Entities may use them. Any software tools developed specifically for the Entities will be covered by a separate engagement letter.
22 The methods, tools, working papers and audit files created by us during our audit work, including the electronic documents and files, are the exclusive property of PwCAI, according to the standards governing our professional activities.
23 Moreover, we may communicate electronically with you during the engagement through the e-mail address informed to each other in writing, whose transmission of information cannot be guaranteed to be secure or error free since it can be intercepted, corrupted, lost or destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use.
24 Our fee estimates are based on the time required by the professionals assigned to the engagements. Individual hourly rates vary according to the degree of responsibility involved and experience and skill required.
25 We estimate that our fees for this audit engagement will be R$ 160,000.00, (being net of taxes, charges and other contributions expected to accrue for the services contracted), plus out-of-pocket expenses.. This estimate takes into account the agreed-upon level of preparation and assistance from the Entities' personnel. We will advise management should this not be provided or should any other circumstances arise which may cause actual time to exceed the estimate.
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26 Our fees will be billed in a single invoice falling due July 20, 2020.
27 Our fees take the following into consideration:
(a) Support from Company personnel for prior preparation of analyses (requests for analyses) and account reconciliations, which are necessary for the closing of accounts and to prepare the balance sheets and are critical to the audit, as well as the identification and separation of documents on file, and the supply of information in response to our inquiries.
We emphasize that the correct and full completion of requests for analyses (to be prepared in advance of our visits) on a timely basis is critical for the assignment to be completed efficiently and within the proposed budgeted hours. Our process of requesting our clients to prepare these analyses and schedules is actually advantageous and cost-effective to the Company, since our time is exclusively dedicated to the review of information and data relating to the accounts, rather than their compilation.
(b) Fees for additional consultations involving our specialized departments or services will be charged separately, and the fees will be discussed with and approved by you prior to the issuance of the related invoices.
(c) Reimbursement for expenses, such as transportation (air or land), lodging, meals, telephone calls, mileage, etc., will be billed to you at cost through separate periodic debit notes.
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(d) The fees will be reviewed by the parties whenever there is a contractual imbalance because of changes in the economic and financial environment in Brazil, or if there is an increase in the scope of the contracted services, as formalized in writing through an amendment executed by both parties.
(e) Our fees do not include certain taxes, charges and other contributions on fees for services, as required by legislation as of the billing date. Such taxes, charges, and contributions will be added to each of the services to be billed.
28 Suzano S.A. must make the relevant payment up to the maturity date. In the event of late payment, Suzano S.A., by law, will be considered to be in default, and the outstanding balance will accrue a fine of 2% plus interest on arrears of 1% per month plus indexation charges on a "pro rata die" basis, based on the General Market Price Index (IGP-M) published by the Getúlio Vargas Foundation (FGV). At PwCAI's discretion, and without prejudice to the possibility of termination of the engagement, PwCAI may interrupt the provision of services until the payment is settled, upon express communication to Suzano S.A.. Such situation will not give rise to any basis for a claim by Suzano S.A. for delays in meeting agreed dates for the contracted services, which will be extended for the same number of days as payment is delayed.
29 Any additional services that you may request and that we agree to provide will be the subject of separate written arrangements.
30 It is our desire to provide you at all times with a high quality service to meet your needs. If, at any time, you would like to discuss with us how our services could be improved or if you are dissatisfied with any aspect of our services, please raise the matter immediately with the partner responsible for that aspect of our services to you. If, for any reason, you would prefer to discuss these matters with someone other than that partner, please contact our lead audit partner, Washington Cavalcanti, (+55 11 3674 2000). In this way, we are able to ensure that your concerns are dealt with carefully and promptly.
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31 Please note that PwCAI maintains a client satisfaction monitoring program, which includes interviews and written surveys of selected clients each year.
32 The contract described by this letter, when accepted by you, shall be governed by, and construed in accordance with, the laws of Brazil and it is hereby irrevocably agreed and accepted that the courts of São Paulo shall have exclusive jurisdiction to settle any claim, litigation or dispute, including, without limitation, claims for compensation or counterclaims which may arise out of, or in connection with, such contract. Each party irrevocably waives any claim for an action that has been brought in an inappropriate forum or in courts that do not have the appropriate jurisdiction.
33 Please acknowledge receipt of this letter and your agreement to the terms of our engagement as set out herein by signing the enclosed copy of the letter in the space provided and returning it to us. If your "in agreement" cannot be provided in the next 30 days, we reserve the right to review the terms, provisions, and other conditions described herein.
34 If you require any further information or wish to discuss the terms of our engagement further before replying, please do not hesitate to contact us.
Very truly yours,
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PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5
Daniel Vinícius Fumo
Contador CRC 1SP256197/O-9
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In agreement:
Suzano S.A.
Date
| Witnesses: |
Name: Paulo Roberto Pereira da Silva
Individual Taxpayers’ Registry (CPF): 370.556.298-37
Name: Arvelino Cassaro
Regional Accounting Council (CRC) 1ES007400/O-4 S SP
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July 10, 2020
FIRST ADDENDUM TO THE ENGAGEMENT LETTER FOR PROFESSIONAL SERVICES DATED JULY 10, 2020
This Addendum is between the two following parties:
Suzano S.A., headquartered in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 1355, and enrolled in the National Corporate Taxpayers' Register (CNPJ/MF) under No. 16.404.287/0001-55 ("Client"), and their legal representatives subscribed at the closing herein; and
PRICEWATERHOUSECOOPERS AUDITORES INDEPENDENTES, headquartered in the city of São Paulo, State of São Paulo, at Avenida Francisco Matarazzo, 1400, 9th, 10th and from the 13th to the 17th floors, Água Branca, CEP 05001-100, and enrolled in the National Corporate Taxpayers' Register (CNPJ/MF) under No. 61.562.112/0001-20 ("Service Provider"), and its legal representative subscribed at the closing herein.
| Whereas: |
I- The Parties executed the Engagement Letter for Professional Services ("Engagement Letter") on July 10, 2020, whose object is the issuance of expert reports on the net book equity values based on accounting records on August 31, 2020 of certain subsidiaries of the Client ("Services");
II- The Client hereby requests the Service Provider include other services in addition to the services already contracted. The parties agree on the present First Private Addendum to the Engagement Letter for Professional Services ("Addendum"), in the terms and conditions below, mutually obligating and binding each party:
(i) In addition to the provisions previously established in the Engagement Letter, the parties freely and mutually agree to add to the scope of the Services the issuance of an expert report on the net book equity based on accounting records on August 31, 2020 of Fibria Terminais Portuários Ltda.
(ii) In relation to these Additional Services, the Client will pay to the Service Provider R$ 45,000.00, in a single installment, to fall due on October 20, 2020.
(iii) The Parties agree that the Engagement Letter and this Addendum must comply in full with the Master Contract for the Rendering of Professional Services 6761, which will prevail in case of conflict between these instruments.
III - Since there is no further matter to be addressed, the Parties herein ratify all terms and conditions established by the Engagement Letter that have not been altered by this Addendum.
In witness whereof, the parties have executed this Addendum in two counterparts of equal contents, in the presence of the two witnesses below.
São Paulo, September 30, 2020
Suzano S.A.
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Name: Vitor Tumonis
Position: Controllership Officer
PricewaterhouseCoopers Auditores Independentes
Name: Daniel Vinicius Fumo
Position: Partner
Witnesses:
1- ______________________________
Name: Paulo Roberto Pereira da Silva
Individual Taxpayers' Registry (CPF/MF): 370.556.298-37
2- ______________________________
Name: Arvelino Cassaro
Contador CRC – 1ES007400/O-4 S SP
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Exhibit 99.3
Shareholder Manual
Extraordinary General Meeting
28 December 2020
|
Index |
| MESSAGE FROM THE MANAGEMENT | 1 | |||
| GUIDANCE FOR ATTENDANCE | 2 | |||
| Date Time and Place | 2 | |||
| Who may attend the General Meeting | 2 | |||
| Quorum for the holding | 2 | |||
| How to attend the General Meeting | 2 | |||
| Documentation required | 2 | |||
| 1) Digital Platform | 2 | |||
| 2) Distance Voting | 5 | |||
| Additional Clarifications | 6 | |||
| MATTERS TO BE RESOLVED ON | 7 | |||
| EXHIBIT I – PARTICIPATION REGISTER | 8 | |||
| EXHIBIT II – FORM OF DVB | 9 |
Message from the Management
Dear Shareholders,
In order to facilitate and encourage your participation in the Extraordinary General Meeting of Suzano SA ("Suzano" or "Company"), to be held on 28 December 2020, at 09:00 a.m., exclusively in digital form (“EGM”), we have prepared this Shareholder Manual (“Manual”).
This document is in line with the principles and good corporate governance practices adopted by the Company, although the full and attentive reading of the other documents related to the EGM is not waived, especially the Management Proposal, prepared under the Brazilian Securities and Exchange Commission (“CVM”) rules and the Law No. 6,404, of 15 December 1976, as amended (“Brazilian Corporation Law”), and available on Suzano’s headquarters, in the Company’s investor relations website (www.suzano.com.br/ri), as well as on the websites of CVM (www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (http://www.b3.com.br).
On behalf of the Company’s Management, we invite the shareholders to attend and express their opinion in the EGM. However, considering current public health scenario resulting from the COVID-19 pandemic, the Management of the Company, aiming to ensure the integrity, health and safety of its shareholders and other professionals required to hold a general meeting, decided to hold the EGM only in digital form pursuant to CVM Instruction No. 481, of 17 December 2009, as amended (“ICVM 481/09”). Notwithstanding the attendance in the EGM through a digital platform as detailed below in this Manual, the Company also strongly encourages the shareholders to use alternative voting mechanisms, in particular by means of using the Distance Voting Ballot, also further detailed in this Manual.
Suzano reiterates that it embraces its responsibility to continue supplying Brazil and the world with pulp, paper and sanitary papers, essential raw materials or critical items for the hospitals, pharmaceuticals, food, personal care, among others sectors, because Suzano believes that it is only good for the Company if it is good for the world.
Yours Sincerely,
| David Feffer | Walter Schalka | |
| Chairman of the Board of Directors | Chief Executive Officer |
Shareholders’ General Meeting 1
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|
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DATE AND TIME Monday, 28 December 2020, at 09:00 a.m. (GMT-03:00) |
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WHERE Only in digital form in accordance with ICVM 481/09 as hereinafter detailed. |
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QUORUM FOR THE HOLDING The EGM shall be held on first call with the presence of at least one fourth (1/4) of the capital stock. |
 |
WHO MAY ATTEND All the shareholders who holds common registered shares issued by Suzano may attend the EGM on their own behalf or by legal representatives or attorneys-in-fact duly appointed under the current legislation and as per the guidance contained in this Manual.
Attendance of Holders of American Depositary Shares (“ADS”) ADS holders may attend the EGM, in which they will be represented by The Bank of New York Mellon (“BNY”), as the depositary financial institution, in compliance with the terms and procedures established in the “Deposit Agreement” entered into with Suzano. BNY shall send the voting cards (proxy) to the holders of ADS so they may exercise their voting rights and be represented in the EGM through their representative in Brazil. |
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HOW TO ATTEND The Company’s shareholders may attend the EGM in two manners: (i) through a digital platform to be made available by the Company for access on the EGM day and time as detailed herein below in this Manual; or (iii) through the distance voting, under ICVM 481/09. |
 |
DOCUMENTATION REQUIRED |
(1) Digital Platform
For the purposes of attendance through a digital platform to be accessed on the EGM day and time (“Digital Platform”), interested shareholders must express their interest by sending an email until 09:00 a.m. of 26 December 2020 to the email address ri@suzano.com.br, with copy to ivabueno@suzano.com.br and walnerj@suzano.com.br, with the information contained in Exhibit I to this Manual, together with (i) proof of ownership of Company’s shares issued no more than four (4) business days prior to the date of the EGM by the stock transfer agent or custody agent; and (ii) the applicable documents below (“Participation Register”):
| (a) | Individuals: copy of the valid identity document with photo, or, if applicable, valid identity document of the attorney-in-fact and the respective power-of-attorney. |
Shareholders’ General Meeting 2
| (b) | Legal Person: copy of the valid identity document with photo of the legal representative and copy of the respective representation documents, including the power of attorney and copy of the organizational documents and of the minutes of election of managers. |
| (c) | Investment Fund: copy of the valid identity document with photo of the representative and respective representation documents, including the power-of-attorney and copy of the current bylaws of the fund, bylaws or articles of association of its administrator or manager, as applicable, and minutes of election of the managers of the administrator or manager. |
| (d) | Attendance by Attorney-in-Fact: The attorney-in-fact shall have been appointed less than one (1) year ago and qualify himself as shareholder or manager of the Company, lawyer enrolled with the Attorneys’ Bar in force or financial institution. |
In accordance with Official Letter/CVM/SEP/No. 02/2020, Shareholders that are legal persons may be represented in the EGM by their legal representatives or agents duly appointed pursuant to the articles of incorporation of said company and with the rules of the Brazilian Civil Code, in which case they are not required to be a shareholder or manager of the Company or an attorney.
Similarly, shareholders that are investment funds, pursuant to the decision of the Board of Commissioners of CVM in CVM Administrative Proceeding RJ-2014-3578, may be represented in the EGM by their legal representatives or agents duly appointed by their manager or administrator, pursuant to their regulations, bylaws or articles of association of their manager or administrator, as applicable.
Considering the current public health scenario resulting from the COVID-19 pandemic and seeking to ensure the health and integrity of our shareholders, our teams, their families and the whole of society, at the same time that we seek to facilitate and encourage the participation of the shareholders in the EGM, formalities for certification of signatures, authentication, notarization, consularization, apostille or sworn translation are exempted in relation to the documents indicated above, being sufficient, in the latter case, their free translation into Portuguese. It should be noted that documents in English and Spanish are exempt even from free translation.
Once the representation documents sent in accordance with the above are found to be in order, information and guidelines for accessing the Digital Platform, including, but not limited to, the password, will be sent up to two (2) hours before the starting time of the EGM to each shareholder (or the respective attorney-in-fact, as the case may be) that has made the regular Participation Register. Such information and guidance will be forwarded exclusively to the e-mail address informed in the Participation Register, regardless of the e-mail address used by the shareholder (or the respective attorney-in-fact, as the case may be) to send the documents and information for purposes of performing such registration.
Shareholders’ General Meeting 3
In case of need for documentary complementation and/or additional clarifications in relation to the documents sent for the purposes of the Participation Register, the Company will contact the shareholder (or the respective Attorney, as the case may be) to request such documentary complementation and/or additional clarifications in a timely manner that allows the sending of information and guidelines for access to the Digital Platform within the period referred to above.
Pursuant to article 5, paragraph 3, of ICVM 481/09, the Company clarifies that, in case no interest is expressed by the shareholder (or the respective attorney-in-fact, as the case may be) in participating in the EGM under the terms established above until 09:00 a.m. of 26 December 2020 or in case requests for documentary complementation and/or additional clarifications referred to in the previous paragraph are not satisfied in order to attest the regularity of shareholder representation, the shareholder participation in the EGM through the Digital Platform will not be possible.
The Company also highlights that the information and guidelines for accessing the Digital Platform, including, but not limited to, the password, are unique and non-transferable, being the shareholder (or the respective attorney-in-fact, as the case may be) fully responsible for the possession and confidentiality of the information and guidelines transmitted by the Company under the terms of this Manual.
In anticipation of the access information which shall be sent via e-mail to duly registered shareholders, as described above, the Company notes that the access to the Digital Platform may occur by means of videoconference (in which the participant may watch the meeting and speak, with video and voice transmissions) and of audioconference (in which the participant may only listen to the meeting and speak, with voice transmission).
In order to access the Digital Platform, the following is required: (i) computer with video and audio features that may be activated; and (ii) internet access with at lest 1MB (minimum broadband of 700 Kbps). Access to the videoconference should occur, preferably, through Google Chrome browser, provided that the IOS Safari browser is not compatible with the Digital Platform. Further, the Company recommends that the shareholder disconnects any active VPN or platform which may utilize the computer’s camera before accessing the Digital Platform. In the event of any access difficulties, the shareholder must contact +55 (11) 2820-4100, followed by star zero (*0) for technical support.
The Company also requests that, on the day of the EGM, the qualified shareholders access the Digital Platform at least 30 minutes before the scheduled start time, in order to allow the validation of access and participation of all shareholders that will use it. Access to the EGM will not be allowed after it starts.
Finally, the Company clarifies that it is not and will not be responsible for any operational or connection issues of the shareholders, as well as for any other issues external to the Company that may difficult or prevent the shareholder to participate in the EGM through the Digital Platform.
Shareholders’ General Meeting 4
(2) Distance Voting
Pursuant to articles 21-A et. seq. of ICVM 481/09, the Company’s shareholders may also exercise the vote in the EGM through the distance voting, to be formalized in an electronic document named “Distance Voting Ballot” (“DVB”), the forms of which are included as Exhibit I and Exhibit II in this Manual and available at the Company’s website (www.suzano.com.br/ri) in the area of Documents delivered to CVM - 2020 Meetings and also at CVM’s website (www.cvm.gov.br) and B3’s website (http://www.b3.com.br).
The distance voting, by means of the DVB, may be exercised in three ways:
| (i) | by transmitting the instructions on how to fill in the DVB for the respective shareholders’ custodians, if the shares are deposited in a central securities depository; |
| (ii) | by transmitting the instructions on how to fill in the DVB to the financial institution engaged by the Company to provide the securities bookkeeping services, if the shares are not deposited in a central securities depository; or |
| (iii) | by transmitting the duly filled-in DVB directly to the Company, via e-mail (to ri@suzano.com.br, with copy to walnerj@suzano.com.br and ivabueno@suzano.com.br) or by mail (to the Company’s headquarters). |
The voting instructions shall be received by the custodian agent, the stock transfer agent or the Company up to seven (7) days before the date of the EGM, that is, until 21 December 2020 (including such date), unless a different term is established by the respective custodian agents or the stock transfer agent. In case of direct delivery to the Company (even by e-mail), the DVB duly initialed and signed shall be accompanied of the other documents indicated in item (1) above, including, without limitation, proof of the ownership of Company’s shares, being the DVB and such documents also exempt from the formalities for certification of signatures, authentication, notarization, consularization, apostille or sworn translation, being sufficient, in the latter case, their free translation into Portuguese. It should be noted that documents in English and Spanish are exempt even from free translation.
After the term for the distance voting, that is 26 December 2020 (including such date), unless a different term is established by the respective custodian agents or the stock transfer agent, the shareholders may not change the voting instructions sent, except at the EGM itself by means of participation through the Digital Platform, when they may specifically request to disregard the voting instructions sent by DVB, before the respective matter is submitted to voting.
Once again, considering the delicate moment through which we all are going, due to the COVID-19 pandemic, the Company’s Management, valuing the integrity, health and safety of our teams, their family members and the whole society, strongly encourages the shareholders to use this particular modality of voting, giving priority to the options referred to in items (i) and (ii) above (i.e. transmission of the DVB to the stock transfer agent). In case the option adopted is the delivery of the DVB directly to the Company, the Management requests them to send the documents mentioned in the previous paragraph preferably to the e-mail addresses ri@suzano.com.br, with copy to walnerj@suzano.com.br and ivabueno@suzano.com.br.
Shareholders’ General Meeting 5
 |
ADDITIONAL CLARFICIATIONS |
Voting rights
Each common share issued by the Company entitles to one vote on the resolutions of the EGM’s agenda.
 |
TALK TO IR
For further information, the Investor Relations Board of Executive Officer of Suzano is at your disposal to any additional clarification through the telephone number (+55 11) 3503-9414 or by e-mail ri@suzano.com.br. |
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Shareholders’ General Meeting 6
|
Matters to be resolved on |
Under the terms of the Call Notice published in the Official Gazette of the State of Bahia and in the newspapers "Correio da Bahia" and "Estado de São Paulo" and available on the Company's website (www.suzano.com.br/ri) in the area Documents delivered to CVM – 2020 Meetings and further on CVM’s website (www.cvm.gov.br) and B3’s website (http://www.b3.com.br), the EGM agenda will be comprised by the subjects indicated below:
| 1. | To approve the Protocol and Justification of the mergers of (a) AGFA – Comércio, Administração e Participações Ltda. (“AGFA”), (b) Asapir Produção Florestal e Comércio Ltda. (“Asapir”), (c) Comercial e Agrícola Paineiras Ltda. (“Paineiras”), (d) Ondurman Empreendimentos Imobiliários Ltda. (“Ondurman”), (e) Facepa Fábrica de Papel da Amazônia S.A. (“Facepa”), (f) Fibria Terminais Portuários S.A. (“Fibria”) and (g) Futuragene Brasil Tecnologia Ltda. (“Futuragene”, and, jointly with AGFA, Asapir, Paineiras, Ondurman, Facepa and Fibria, the “Companies”) by the Company (“Mergers”); |
| 2. | To ratify the appointment and engagement of the specialized company PricewaterhouseCoopers Auditores Independentes, (“PwC”), for purposes of determining the net equity of the Companies, pursuant to applicable law; |
| 3. | To approve the appraisal reports of the net equities of the Companies, at book value, prepared by PwC in compliance with accounting and legal standards, criteria and requirements (“Appraisal Reports”); |
| 4. | To approve the Mergers; and |
| 5. | To authorize the Company’s management to perform all necessary actions in order to effectively carry out and implement the resolutions approved by the shareholders in the EGM. |
* * *
Shareholders’ General Meeting 7
|
Exhibit I |
Participation Register
| Individuals | |
| Full name: | |
| Tax ID (CPF/ME): | |
| Phone: | |
| E-mail: | |
| Complete address: | |
| No. of shares: | |
| Legal Person / Investment Fund | |
| Legal Person / Investment Fund Identification | |
| Corporate Name: | |
| Tax ID (CNPJ/ME): | |
| No. of shares: | |
| Legal Representative Identification | |
| Full name: | |
| Tax ID (CPF/ME): | |
| Title (e.g. Director, Attorney-in-fact, etc.): | |
| Phone: | |
| E-mail: | |
| Complete address: | |
| Attorney-in-Fact | |
| Attorney-in-Fact Identification | |
| Full name: | |
| Tax ID (CPF/ME): | |
| Phone: | |
| E-mail: | |
| Complete address: | |
| Identification of the Grantor, if an Individual | |
| Full name: | |
| Tax ID (CPF/ME): | |
| No. of shares: | |
| Identification of the Grantor, if a Legal Person / Investment Fund | |
| Corporate name: | |
| Tax ID (CNPJ/ME): | |
| No. of shares: | |
|
Exhibit II |
Form of DVB
DISTANCE VOTING BALLOT
EGM HELD ON 28 DECEMBER 2020
SUZANO S.A.
Publicly Held Corporation with Authorized Capital
CNPJ/ME No. 16.404.287/0001-55
NIRE 29.300.016.331
DISTANCE VOTING BALLOT
EGM HELD ON 28 DECEMBER 2020
| Shareholder’s Name: |
| Shareholder’s CNPJ or CPF: |
Instructions on How to Cast your Vote In the event the shareholder chooses to exercise his distance voting rights, pursuant to CVM Instruction 481, of 17 December 2009, as amended (“ICVM 481”), such shareholder shall complete this Distance Voting Ballot (“DVB”), which shall only be deemed valid and the votes cast herein counted for purposes of the quorum of the Extraordinary General Meeting of Suzano S.A. (“Company”), to be held on 28 December 2020 (“EGM”), if the following requirements are met: (i) all fields must be filled in correctly. If any field is incomplete or crossed-out, it shall be disregarded; (ii) all pages must be initialized; and (iii) the last page must be signed by the voting shareholder or by its representative, in the case of legal persons. Failure to complete any voting field shall not render the DVB void, but merely annul the respective item. Only votes cast through duly completed voting fields will be counted. |
Instructions for sending your DVB, indicating the delivery process by sending it directly to the Company or through a qualified service provider or custody agent: In order for this DVB to be considered delivered and consequently counted, the Company must receive the DVB and other necessary documents (as mentioned below) must be received by the Company up to seven (7) days before the EGM, that is, until 21 December 2020 (including such date). Accordingly, the shareholder who chooses the distance voting must send the DVB and such documents using one of the following alternatives:
1) Submission to the Service Provider: the shareholder must transmit the instruction to complete this DVB to the service provider of the shares issued by the Company (Itaú Corretora de Valores S.A.), if its shares are not deposited in a central depository, pursuant to the established terms and procedures and documents required by the service provider, pursuant to applicable regulation.
2) Submission to the Custody Agent: the shareholder must transmit the instruction to complete this DVB to the custody agent of its shares, in the event such shares are deposited |
in a central securities depository, pursuant to the established terms and procedures and documents required by the custody agent, pursuant to applicable regulation.
3) Submission Directly to the Company: shareholders that choose to exercise their distance voting rights by means of DVB directly with the Company must submit the following documents: (i) for individuals: copy of an identity document with a photograph, specifically an identity card (RG), driver’s license (CNH), foreigner identity card (RNE), passport or professional identification document; (ii) for legal entities: copies of the articles of association or bylaws (as applicable) of corporate documents attesting to the powers of representation and of an identity document with a photograph of such representatives, specifically an identity card (RG), driver’s license (CNH), foreigner identity card (RNE), passport or professional identification document; and (iii) for investment funds: copies of consolidated regulations, bylaws or articles of association, as applicable, of the administrator or manager, corporate documents attesting to the powers of representation, and of an identity document with a photograph of its representative, specifically an identity card (RG), driver’s license (CNH), foreigner identity card (RNE), passport or professional identification document.
The DVB and other documents will only be received until 21 December 2020 (including such date). |
Postal and e-mail address for DVB mailing, if the shareholder chooses to deliver the document directly to the Company: Shareholders may submit digital copies of the DVB and applicable documents, via e-mail, to ri@suzano.com.br, with copy to walrnerj@suzano.com.br and ivabueno@suzano.com.br, or submit the physical copies to the Company’s headquarters. DVBs will be received until 21 December 2020 (including such date). |
Indication of the institution hired by the Company to provide securities’ bookkeeping services, including name, physical and electronic address, phone number and contact person: ITAÚ CORRETORA DE VALORES S.A. Av. Brigadeiro Faria Lima, No. 3.500, 3rd floor, Itaim Bibi, São Paulo, SP, CEP 04538-132 - Phone: +55 11 3003-9285 (capital and metropolitan regions) - Phone: 0800 7209285 (other locations) E-mail: atendimentoescrituracao@itau-unibanco.com.br.
The information above was included solely for purposes of providing the shareholder with a channel to clarify any doubts concerning the submission of the DVB to the service provider. Further, a DVB presented to the service provider shall only be deemed valid if in accordance with the terms and pursuant to the established procedures, as well as additional documents required by the service provider and in accordance with applicable regulations. |
| Resolutions / Matters Concerning the EGM: |
Simple Resolution 1. To approve the Protocol and Justification of the Mergers of (a) AGFA – Comércio, Administração e Participações Ltda.(“AGFA”); (b) Asapir Produção Florestal e Comércio Ltda. (“Asapir”); (c) Comercial e Agrícola Paineiras Ltda. (“Paineiras”); (d) Ondurman Empreendimentos Imobiliários Ltda. (“Ondurman”); (e) Facepa Fábrica de Papel da Amazônia S.A. (“Facepa”); (f) Fibria Terminais Portuários S.A. (“Fibria”); and (g) Futuragene Brasil Tecnologia Ltda. (“Futuragene” and, jointly with, AGFA, Asapir, |
Paineiras, Ondurman, Facepa and Fibria, the “Companies”) (“Mergers”):
[ ] Approve [ ] Reject [ ] Abstain |
Simple Resolution 2. To approve the ratification of the appointment and engagement of the specialized company PricewaterhouseCoopers Auditores Independentes (“PwC”), to determine the net equities of the Companies, pursuant to applicable law.
[ ] Approve [ ] Reject [ ] Abstain |
Simple Resolution 3. To approve the net equity appraisal reports of the Companies, at book value, prepared by PwC in compliance with accounting and legal standards, criteria and requirements.
[ ] Approve [ ] Reject [ ] Abstain |
Simple Resolution 4. To approve Mergers.
[ ] Approve [ ] Reject [ ] Abstain |
Simple Resolution 5. To authorize the Company’s management to perform all necessary actions in order to effectively carry out and implement the resolutions approved by the shareholders in the General Meeting.
[ ] Approve [ ] Reject [ ] Abstain |
Simple Question 1. In the event of a second call of this EGM, may the voting instructions in this DVB also be considered applicable for purposes of a second EGM?
[ ] Approve [ ] Reject [ ] Abstain |
DISTANCE VOTING BALLOT
EGM HELD ON 28 DECEMBER 2020
City: ______________________________________________________________________________________________
Date: ________________________________________________________________________________________________
Signature: ___________________________________________________________________________________________
Shareholder’s Name: ____________________________________________________________________________________
Phone: ______________________________________________________________________________________________
Exhibit 99.4
PROTOCOL AND JUSTIFICATION OF THE MERGER OF AGFA – COMÉRCIO, ADMINISTRAÇÃO E PARTICIPAÇÕES LTDA.; ASAPIR PRODUÇÃO FLORESTAL E COMÉRCIO LTDA.; COMERCIAL E AGRÍCOLA PAINEIRAS LTDA.; ONDURMAN EMPREENDIMENTOS IMOBILIÁRIOS LTDA.; FACEPA FÁBRICA DE PAPEL DA AMAZÔNIA S.A.; FIBRIA TERMINAIS PORTUÁRIOS S.A.; AND FUTURAGENE BRASIL TECNOLOGIA LTDA. BY SUZANO S.A.
The managers of the companies identified below, as well as the respective companies identified below:
| (i) | SUZANO S.A., a publicly held corporation with head offices in the City of Salvador, State of Bahia, at Avenida Professor Magalhães Neto, No 1.752, 10th floor, Suites 1.010 and 1.011, Pituba, CEP 41810-012, enrolled with CNPJ/ME under No. 16.404.287/0001-55, registered with the Board of Trade of the State of Bahia under NIRE 29.300.016.331, herein represented in accordance with its Bylaws (“Suzano”); |
| (ii) | AGFA – COMÉRCIO, ADMINISTRAÇÃO E PARTICIPAÇÕES LTDA., a limited liability company with head offices in the City of Belém, State of Pará, at Passagem 3 de Outubro, No. 536, Suite 10, Sacramenta, CEP 66123-640, enrolled with CNPJ/ME under No. 07.934.961/0001-12, registered with the Board of Trade of the State of Pará (“JUCEPA”) under NIRE 15.200.249.439, herein represented in accordance with its Articles of Association (“AGFA”); |
| (iii) | ASAPIR PRODUÇÃO FLORESTAL E COMÉRCIO LTDA., a limited liability company with head offices in the City of Limeira, State of São Paulo, at Lageado, Building B, CEP 13480-021, enrolled with CNPJ/ME under No. 08.721.410/0001-33, registered with the Board of Trade of the State of São Paulo (“JUCESP”) under NIRE 35.221.300.260, herein represented in accordance with its Articles of Association (“Asapir”); |
| (iv) | COMERCIAL E AGRÍCOLA PAINEIRAS LTDA., a limited liability company with head offices in the City of Suzano, State of São Paulo, at Rua Prudente de Moraes, No. 4.006, Sector B, Vila Santana, CEP 08613-900, enrolled with CNPJ/ME under No. 50.692.219/0001-77, registered with JUCESP under NIRE 35.200.185.143, herein represented in accordance with its Articles of Association (“Paineiras”); |
| (v) | ONDURMAN EMPREENDIMENTOS IMOBILIÁRIOS LTDA., a limited liability company with head offices in the City of Suzano, State of São Paulo, at Rua Prudente de Moraes, No. 4.006, Suite 29-A, Gecontrol, Vila Santana, CEP 08613-900, enrolled with CNPJ/ME under No. 09.332.082/0001-46, registered with JUCESP under NIRE 35.222.026.226, herein represented in accordance with its Articles of Association (“Ondurman”); |
| (vi) | FACEPA FÁBRICA DE PAPEL DA AMAZÔNIA S.A., a corporation with head offices in the City of Belém, State of Pará, at Passagem 3 de Outubro, No. 536, Sacramenta, CEP 66123-640, enrolled with CNPJ/ME under No. 04.909.479/0001-34, registered with JUCEPA under NIRE 15.300.010.501, herein represented in accordance with its Bylaws (“FACEPA”); |
| (vii) | FIBRIA TERMINAIS PORTUÁRIOS S.A., a corporation with head offices in the City of Santos, State of São Paulo, at Av. Cândido Gafrée, warehouses13, 14 and 15, CEP 11013-240, enrolled with CNPJ/ME under No. 02.403.565/0001-45, registered with JUCESP under NIRE 35.300.153.928, herein represented in accordance with its Bylaws (“Fibria”); and |
| (viii) | FUTURAGENE BRASIL TECNOLOGIA LTDA., a limited liability company with head offices in the City of Itapetininga, State of São Paulo, at Av. Dr. José Lembo, No. 1.010, Suite A, Jardim Bela Vista, CEP 8207-780, enrolled with CNPJ/ME under No. 12.777.984/0001-09, registered with JUCESP under NIRE 35.224.817.727, herein represented in accordance with its Articles of Association (“Futuragene” and, jointly with AGFA, Asapir, Paineiras, Ondurman, FACEPA and Fibria, the “Companies”) (Suzano and the Companies jointly designated “Parties” and, individually, “Party”), |
HEREBY DECIDE to execute, for the reasons and purposes detailed below pursuant to articles 224 and 225 of Law No. 6.404, of December 15, 1976, as amended (“Brazilian Corporate Law”), this Protocol and Justification (“Merger Agreement”) concerning the merger of the Companies by Suzano, under the following terms and conditions:
1. INTRODUCTION
1.1. Purpose. The purpose of this Merger Agreement is to substantiate the justifications, terms and conditions of the merger of the Companies by Suzano, with their subsequent dissolution and transfer of equity to Suzano (“Mergers”).
1.2. Justification. Pursuant to an analysis of the current situation of the Companies and Suzano, considering Suzano directly holds one-hundred per cent (100%) of the share capital issued by each of the Companies (provided the equity interest held by AGFA in FACEPA shall be owned by Suzano following its merger), the management of the Parties decided to propose the Mergers, based on the assumption that the unification of activities performed by the Companies and Suzano will allow for efficiency and synergy improvements stemming from the reduction of overall operational, logistical and administrative costs and risks, as well as result in management optimization and simplification of the group’s corporate structure. Specifically regarding Fibria, its clarified that Fibria has already ceased the exploration of the activities stated in its business purpose.
2. APPRAISAL CRITERIA; ADJUSTMENT OF EQUITY VARIATIONS
2.1. Form. As a result of the Mergers, Suzano will receive all assets and liabilities of the Companies, succeeding them on a universal basis with regard to the entirety of their assets, rights and liabilities, without discontinuity.
2.2. Mergers Base Date. The reference date of the mergers of AGFA, Asapir, Paineiras, Ondurman, FACEPA and Fibria shall be 31 August 2020 and the reference date of the merger of Futuragene shall be 31 October 2020 (“Base Date”).
2.3. Appraisal Criteria. The assets, rights and liabilities comprising each of the Companies’ net equity that will be transferred to Suzano will be appraised at their respective book values.
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2.4. Appraiser; Appraisal Report. The managers of the Parties have appointed, ad referendum of the Approval Actions (as defined below), as the appraiser, pursuant to Section 2.3, PriceWaterhouseCoopers, Auditores Independentes, a corporation with head offices in the City of São Paulo, State of São Paulo, at Av. Francisco Matarazzo, No. 1.400, Torino Tower, enrolled with CNPJ/ME under No. 61.562.112/0001-20 (“Appraiser”), responsible for drafting the net equity appraisal reports of the Companies at book value (“Appraisal Reports”), which comprise and are an integral and inseparable section of this Merger Agreement for applicable legal purposes, attached herein as Exhibit I.
2.4.1. Provided Suzano directly holds one-hundred per cent (100%) of the share capital issued by each of the Companies (provided the equity interest held by AGFA in FACEPA shall be owned by Suzano following its merger) and in view of the decision of the Board of Commissioners of the Brazilian Securities and Exchange Commission (“CVM”) issued on 15 February 2018 in connection with Proceeding SEI No. 19957.011351/2017-21, article 264 of the Brazilian Corporate Law is not applicable to the Mergers. Accordingly, the appraisals mentioned in the aforementioned provision are not required.
2.4.2. Pursuant to article 227, § 1º, of the Brazilian Corporate Law, the appointment of the Appraiser shall be subject to the ratification in the general shareholders’ meeting of Suzano concerning the Mergers.
2.4.3. The Mergers shall not grant the right of withdrawal to dissenting shareholders of Suzano (i.e. the merging company) in connection with the Merger, provided applicable law limits such right to shareholders of the Companies (i.e. the merged companies) and the Companies are wholly owned subsidiaries of Suzano (provided the equity interest held by AGFA in FACEPA shall be owned by Suzano following its merger). Accordingly, the Mergers are also not subject to dissenting shareholders and, consequently, to shareholder reimbursement amounts as a result of the Mergers.
2.4.4. The Appraiser hereby warrants that: (i) there is no potential or current conflict or common interest matters with the Companies’ shareholders or, further, with regard to the Mergers; and (ii) the shareholders and/or the managers of the Companies have not directed, limited, impaired or performed any acts which compromised or may compromise the access, use or knowledge of material information, property, documents or work methodologies in connection with the quality of their conclusions. The Appraiser was selected for the services described herein due to its wide and renowned experience with drafting reports and appraisals of such nature.
2.4.5. Suzano shall bear all costs related to the engagement of the Appraiser for drafting the Appraisal Reports.
2.5. Transferred Net Equity; Share Capital Adjustments. Pursuant to the Appraisal Reports, the net equity of the Companies for purposes of the Mergers totals four hundred and thirty-three million, two hundred and sixty-three thousand, ninety-three Brazilian reais and ninety-five cents (R$ 433,263,093.95), which constitutes the total net assets transferred to Suzano.
2.5.1. Pursuant to the Appraisal Reports, the individual net equity amount of each of the Companies for purposes of the Mergers are as follows:
| (i) | AGFA: twenty-nine million, five hundred and eighty-three thousand, three hundred and eighty-four Brazilian reais and sixty-four cents (R$ 29,583,384.64); |
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| (ii) | ASAPIR: two million, one-hundred and seventy-nine thousand, one hundred and six Brazilian reais and ninety-nine cents (R$ 2,179,106.99); |
| (iii) | Paineiras: two hundred and sixteen million one hundred and sixty-four thousand, nine hundred and fifty-seven Brazilian reais and thirty-five cents (R$ 216,164,957.35); |
| (iv) | Ondurman: eighty-two million, eight hundred and fifty-nine thousand, three hundred and twenty-seven Brazilian reais and seventy-one cents (R$ 82,859,327.71); |
| (v) | FACEPA: one hundred and one million, two hundred and three thousand, two hundred and ninety-three Brazilian reais and thirty-two cents (R$ 101,203,293.32); |
| (vi) | Fibria: two hundred and ninety-four thousand, five hundred and ninety-six Brazilian reais and fifty-nine (R$ 294,596.59); and |
| (vii) | Futuragene: nine hundred and seventy-eight thousand, four hundred and twenty-seven Brazilian reais and thirty-five cents (R$ 978,427.35). |
2.5.2. The Mergers shall not result in a capital increase of Suzano and, consequently, there will be no exchange ratio of shares and/or quotas, as applicable, provided Suzano holds the entirety of the share capital of the Companies and, therefore, the net equity of the Companies is already reflected in Suzano’s net equity.
2.6. Transferred Equity Components of the Companies to Suzano. As a result of the Mergers, the entirety of the equity components of assets and liabilities of each of the Companies shall be transferred to Suzano.
2.6.1. Among the assets and liabilities of the Companies transferred to Suzano, for purely illustrative purposes and without limitation in connection with other assets and liabilities comprising the equity of each of the Companies, are the following: (i) offices and branches of the Companies listed in Exhibit II hereof, whose activities shall be performed by Suzano’s branches following the Mergers. The Parties set forth that any branches of the Companies not explicitly listed in Exhibit II hereof shall be dissolved following the completion of the Mergers; (ii) fixed assets of the Companies, including, without limitation, the real estate properties listed in each of the Appraisal Reports, which also contain the individual book value of each real estate property, whose copies of the respective property registries are attached hereto in Exhibit III; (iii) all personal and real collateral granted and supplied by third-parties to the Companies; (iv) all employees of the Companies whose employment relationships are existing and valid on the dates of the Mergers, as well as any labor liabilities related thereto; and (v) all agreements in which the Companies are a party to, provided that, exclusively with regards to the real estate properties listed in the table below, Paineiras is subject to certain pending obligations, including potential transfer to third-parties as a result of divestiture. Accordingly, such obligations shall be transferred to Suzano as a result of the completion of the Mergers.
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| Name | Property Registry No. | Land Registry | Location | IMO | Amount |
| Córrego Jacutinga | 12 | Carlos Chagas | Carlos Chagas – MG | 1185550 | R$ 14,950.00 |
| Boa Vista | 102 | Carlos Chagas | Carlos Chagas – MG | 1185543 | R$ 46,013.00 |
| Córrego Gavião | 373 | Carlos Chagas | Carlos Chagas – MG | 1185549 | R$ 482,582.00 |
| Sossego | 955 | Carlos Chagas | Carlos Chagas – MG | 1185558 | R$ 48,239.00 |
| Córrego Capoeira | 1176 | Carlos Chagas | Carlos Chagas – MG | 1185545 | R$ 32,409.00 |
| Córrego das Capoeiras | 1179 | Carlos Chagas | Carlos Chagas – MG | 1185546 | R$ 29,908.00 |
| Córrego das Capoeiras | 2294 | Carlos Chagas | Carlos Chagas – MG | 1185544 | R$ 32,209.00 |
| Córrego do Gavião | 3145 | Carlos Chagas | Carlos Chagas – MG | 1185548 | R$ 206,221.00 |
| Vista Alegre | 3202 | Carlos Chagas | Carlos Chagas – MG | 1185559 | R$ 365,775.00 |
2.6.2. The Parties hereby set forth that, following the registry of the Mergers in the respective property registries of the real estate properties listed in Exhibit III hereof, Suzano shall be the valid owner of the aforementioned real estate properties.
2.6.3. For avoidance of doubt, with regards to the Mergers, all assets and liabilities of the Companies shall be transferred to Suzano on a universal basis, regardless if mentioned in this Merger Agreement and its Exhibits.
2.7. Equity Variation. Equity variations occurring between the Base Date and the date of completion of the Mergers shall be absorbed by Suzano, including positive and negative results arising from changes during such period, considering, in each case, the respective transferred net equity.
3. CORPORATE APPROVALS AND SHARE CAPITAL
3.1. Approval Actions. The completion of the Mergers depends on the performance of the following acts (“Approval Actions”), all interdependent, which shall be coordinated in order to occur on the first call on the same date:
| (i) | Extraordinary General Shareholders’ Meeting of Suzano to discuss (a) the execution of this Merger Agreement, (b) the appointment of the Appraiser, (c) the Appraisal Reports, (d) the Mergers, subject to the terms of this Merger Agreement, and (e) the authorization of the board of officers of Suzano to perform all necessary actions required for the completion of the resolutions to be discussed and approved by the shareholders (“Suzano EGM”); and |
| (ii) | Extraordinary General Shareholders’ Meeting or Quotaholders’ Meeting, of the Companies, as applicable, to discuss (a) the execution of this Merger Agreement, (b) the Mergers, subject to the terms of this Merger Agreement, and (c) the authorization of the managers of the Companies to perform all necessary actions required for the completion of the resolutions to be discussed and approved by the shareholders or quotaholders of the Companies, as applicable, in the aforementioned Extraordinary Shareholders’ Meetings or Quotaholders’ Meetings, as applicable (“Merged Actions”). |
3.1.1. Each Merged Action shall be mutually dependent in connection with the approval of the Mergers of each of the Companies in the Suzano EGM, provided that each of the Mergers constitutes an independent legal action, assuming that a sole action may be valid regardless of the validity of the remaining actions.
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3.1.2. Provided the Mergers will not result in a capital increase, Suzano acknowledges that its Bylaws shall not be amended for this specific purpose.
3.1.3. The Parties agree that, regardless of the date on which the Approval Actions are executed, the Mergers shall only be performed and produce effects on December 31, 2020.
4. OTHER COVENANTS
4.1. Pro Forma Financial Information. Provided the Mergers (i) do not represent a dilution greater than five per cent (5%), since the Mergers will not result in a capital increase of Suzano and, consequently, there will be no exchange ratio of shares and/or quotas, as applicable; and (ii) do not constitute a relevant transaction for purposes of OCPC Technical Guideline No. 06 (Orientação Técnica OCPC nº 06), the requirements set forth in Section III of the CVM Instruction No. 565, of 15 July 2015, as amended, are not applicable to the Mergers contemplated herein.
4.2. Right of Withdrawal. Provided Suzano holds one hundred per cent (100%) of the share capital of the Companies, the Mergers are not subject to rights of withdrawal or dissenting shareholders.
5. FINAL PROVISIONS
5.1. Succession. Pursuant to article 227 of the Brazilian Corporate Law and articles 1.116 and 1.118 of Law No. 10.406, of January 10, 2020 (Brazilian Civil Code), Suzano shall take over the assets and liabilities regarding the net equity of the Companies transferred to Suzano, pursuant to the terms of this Merger Agreement as a result of the Mergers, without any discontinuity.
5.2. Completion. The management of the Parties shall have the powers to perform all necessary acts, registries and annotations for the completion of the Mergers following the approval pursuant to the Approval Actions, including recognizing the existence of any assets or rights to be transferred to Suzano by means of the Mergers.
5.3. Disclosure. The applicable documents shall be made available to the shareholders of Suzano and of the Companies at: (i) their respective head offices as of the date of the call notices of the Approval Actions, and/or, as applicable, (ii) on the Investor Relations websites of Suzano (https://ri.suzano.com.br/) and (iii) on the websites of the CVM and B3 S.A. – Brasil, Bolsa, Balcão.
5.4. Amendment. This Merger Agreement may only be amended by written instrument executed by the Parties.
5.5. Nullity and Inefficacy. Any statement by any court of nullity or non-effectiveness of any of the provisions set forth in this Merger Agreement shall not impair the validity or effectiveness of remaining provisions, which shall be fully complied with, and the Parties herby agree to endeavor their best efforts so as to validly reach an agreement to obtain the same effects of the annulled or non-effective provision.
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5.6. Waiver. The failure or delay by any of the Parties in exercising any rights under this Merger Agreement shall not be deemed as waiver or novation and shall not affect the subsequent exercise of such right. Any waiver shall produce effects only if specifically granted in writing.
5.7. Irrevocability and Irreversibility. This Merger Agreement is irrevocable and irreversible, and the obligations herein undertaken by the Parties are also binding on their successors by any measure whatsoever.
5.8. Assignment. The assignment of any rights and obligations set forth in this Merger Agreement without prior and express consent, in writing, by the Parties, is hereby prohibited.
5.9. Enforceable Title. This Merger Agreement, executed in the presence of two (2) witnesses, is an extrajudicial enforceable title pursuant to the civil procedural law, for all legal effects. The Parties hereby acknowledge that (i) this Merger Agreement constitutes an extrajudicial enforceable title for all purposes and effects of Law No. 13.105, of 16 March 2015, as amended (Brazilian Civil Procedure Law); and (ii) is subject to specific performance in accordance with the applicable law.
5.10. Applicable Law. This Merger Agreement shall be construed and governed by the laws of the Federative Republic of Brazil.
5.11. Jurisdiction. The Parties and their respective managements appoint the Central Court of São Paulo, State of São Paulo, to settle any disputes arising from this Merger Agreement.
In witness whereof, the managers of the Companies execute this Merger Agreement in nine (9) counterparts of the same content and form and for one sole effect, jointly with the witnesses below.
São Paulo, November 26, 2020.
[Remainder of page purposely blank]
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[Signature page 1/2 of the Protocol and Justification of the Merger of AGFA – Comércio, Administração e Participações Ltda.; Asapir Produção Florestal e Comércio Ltda.; Comercial e Agrícola Paineiras Ltda.; Ondurman Empreendimentos Imobiliários Ltda.; FACEPA Fábrica de Papel da Amazônia S.A.; Fibria Terminais Portuários S.A.; and Futuragene Brasil Tecnologia Ltda. by Suzano S.A., executed on November 26, 2020]
SUZANO S.A.
| Name: | Name: | ||
| Position: | Position: | ||
AGFA – COMÉRCIO, ADMINISTRAÇÃO E PARTICIPAÇÕES LTDA.
| Name: | Name: | ||
| Position: | Position: | ||
ASAPIR PRODUÇÃO FLORESTAL E COMÉRCIO LTDA.
| Name: | Name: | ||
| Position: | Position: | ||
COMERCIAL E AGRÍCOLA PAINEIRAS LTDA.
| Name: | Name: | ||
| Position: | Position: | ||
ONDURMAN EMPREENDIMENTOS IMOBILIÁRIOS LTDA.
| Name: | Name: | ||
| Position: | Position: | ||
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[Signature page 2/2 of the Protocol and Justification of the Merger of AGFA – Comércio, Administração e Participações Ltda.; Asapir Produção Florestal e Comércio Ltda.; Comercial e Agrícola Paineiras Ltda.; Ondurman Empreendimentos Imobiliários Ltda.; FACEPA Fábrica de Papel da Amazônia S.A.; Fibria Terminais Portuários S.A.; and Futuragene Brasil Tecnologia Ltda. by Suzano S.A., executed on November 26, 2020]
FACEPA FÁBRICA DE PAPEL DA AMAZÔNIA S.A.
| Name: Luis Renato Costa Bueno | Name: Marcelo Feriozzi Bacci | ||
| Position: Diretor Presidente | Position: Diretor | ||
FIBRIA TERMINAIS PORTUÁRIOS S.A.
| Name: | Name: | ||
| Position: | Position: | ||
FUTURAGENE BRASIL TECNOLOGIA LTDA.
| Name: | Name: | ||
| Position: | Position: | ||
Witnesses:
| Name: | Name: | ||
| CPF/ME: | CPF/ME: | ||
9
[Exhibit I of the Protocol and Justification of the Merger of AGFA – Comércio, Administração e Participações Ltda.; Asapir Produção Florestal e Comércio Ltda.; Comercial e Agrícola Paineiras Ltda.; Ondurman Empreendimentos Imobiliários Ltda.; FACEPA Fábrica de Papel da Amazônia S.A.; Fibria Terminais Portuários S.A.; and Futuragene Brasil Tecnologia Ltda. by Suzano S.A., executed on November 26, 2020]
EXHIBIT I
Appraisal Reports
[Exhibit II of the Protocol and Justification of the Merger of AGFA – Comércio, Administração e Participações Ltda.; Asapir Produção Florestal e Comércio Ltda.; Comercial e Agrícola Paineiras Ltda.; Ondurman Empreendimentos Imobiliários Ltda.; FACEPA Fábrica de Papel da Amazônia S.A.; Fibria Terminais Portuários S.A.; and Futuragene Brasil Tecnologia Ltda. by Suzano S.A., executed on November 26, 2020]
EXHIBIT II
Offices and Branches of the Companies
| Company | Current nº of Tax Payers Registry (CNPJ) |
City | State | State Registry | CNPJ of the correspondent brach of Suzano S.A. which will absorve the activities of the former branch |
| FACEPA | 04909479000134 | Belem | PA | 15.000.194-0 | 16404287069864 |
| FACEPA | 04909479001378 | Maracanau | CE | 06.480157-8 | 16404287068469 |
| FACEPA | 04909479000568 | Maracanau | CE | 06.982620-0 | 16404287069430 |
| FUTURAGENE | 12777984000109 | Itapetininga | SP | 371.106.374.114 | 16404287070870 |
[Exhibit III of the Protocol and Justification of the Merger of AGFA – Comércio, Administração e Participações Ltda.; Asapir Produção Florestal e Comércio Ltda.; Comercial e Agrícola Paineiras Ltda.; Ondurman Empreendimentos Imobiliários Ltda.; FACEPA Fábrica de Papel da Amazônia S.A.; Fibria Terminais Portuários S.A.; and Futuragene Brasil Tecnologia Ltda. by Suzano S.A., executed on November 26, 2020]
EXHIBIT III
Real Estate Property Registries of the Companies
Exhibit 99.5
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(A free translation of the original in Portuguese) AGFA - Comércio, Administração e Participações Ltda. Report on the net book equity value based on the accounting records at August 31, 2020 |
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(A free translation of the original in Portuguese) Report on the net book equity value based on the accounting records To the Shareholders and Management AGFA - Comércio, Administração e Participações Ltda. Information on the audit firm 1PricewaterhouseCoopers Auditores Independentes, a civil partnership established in the capital city of the state of São Paulo, at Av. Francisco Matarazzo, 1,400, on the 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torre Torino, Água Branca, enrolled in the National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) under no 61.562.112/0001-20, originally enrolled in the Regional Accounting Council (CRC) of the State of São Paulo under no 2SP000160/O-5, with its partnership deed registered at the 4th Registry Office of Deeds and Documents of São Paulo, SP on September 17, 1956, and subsequent amendments registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, the last amendment dated November 1st, 2019, having been registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, on microfilm under no 152,080, at January 21, 2020, represented by its undersigned partner, Mr. Daniel Vinícius Fumo, Brazilian, married, accountant, holder of Identity Card no 32.080.643-1 enrolled in the Individual Taxpayers Register (CPF) under no 227.040.578-18 and the Regional Accounting Council of the State of São Paulo under no 1SP256197/O-9, resident and domiciled in the State of São Paulo, with office at the same address of the partnership, was appointed as an expert by the management of Suzano S.A. to proceed with the report of the net book equity value of AGFA - Comércio, Administração e Participações Ltda. ("Company") at August 31, 2020, summarized in Attachment I, in accordance with accounting practices adopted in Brazil. The results of this engagement are presented below. The objective of the report 2The objective of the report of the net book equity value at August 31, 2020 of AGFA - Comércio, Administração e Participações Ltda. is its legal merger into Suzano S.A. Management's responsibility for the accounting information 3Management is responsible for the bookkeeping and preparation of the accounting information in accordance with accounting practices adopted in Brazil, and for such internal control as management determines is necessary to enable the preparation of accounting information that is free from material misstatement, whether due to fraud or error. The main accounting practices adopted by the Company are summarized in Attachment II of the report. 2 of 5 PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 60054, F: +55 (11) 3674 2000, www.pwc.com.br |
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AGFA - Comércio, Administração e Participações Ltda. Scope of the work and responsibility of the independent auditors 4Our responsibility is to express a conclusion on the net book equity value of the Company at August 31, 2020, based on the work performed in accordance with Technical Communication 03/2014 (R1), issued by the Institute of Independent Auditors of Brazil (IBRACON), which establishes that audit procedures be applied to the balance sheet and CTG 2002, issued by the Brazilian Federal Accounting Council, which provides for technical and professional standards to be observed by accountants for issuing report on the net book equity value. Therefore, our audit of the related balance sheet of the Company was conducted in accordance with the Brazilian and International Auditing Standards, which require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the net book equity value used for the preparation of our report is free from material misstatement. 5An audit involves performing procedures to obtain audit evidence about the amounts recorded. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the shareholders' equity, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the balance sheet in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion 6Based on the work performed, we conclude that the amount of R$ 29,583,384.64, according to the balance sheet at August 31, 2020, as stated in the accounting records and summarized in Attachment I, represents, in all material respects, the net book equity value of AGFA - Comércio, Administração e Participações Ltda. according to accounting practices adopted in Brazil. São Paulo, October 6, 2020 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Daniel Vinícius Fumo Contador CRC 1SP256197/O-9 3 of 5 |
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Attachment I to report on the net book equity value based on the accounting records issued on October 6, 2020 AGFA - Comércio, Administração e Participações Ltda. Balance sheet at August 31, 2020 (A free translation of the original in Portuguese) ASSET Brazilian Reais LIABILITIES Brazilian Reais NON-CURRENT Investment in subsidiary29,146,548.47 Total non-current29,146,548.47 EQUITY TOTAL ASSET29,585,682.26TOTAL LIABILITIES AND EQUITY29,585,682.26 * This Attachment is an integral part and inseparable of the report on the net book equity value based on the accounting records of AGFA - Comércio, Administração e Participações Ltda., issued by PricewaterhouseCoopers Auditores Independentes, dated October 6, 2020. |
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Attachment II to report on the net book equity value based on the accounting records issued on October 6, 2020 AGFA - Comércio, Administração e Participações Ltda. Notes to the balance sheet at August 31, 2020 In Reais, unless otherwise stated(A free translation of the original in Portuguese) 1.Basis of preparation and summary of the significant accounting policies The balance sheet at August 31, 2020 was prepared with the objective of report of the net book equity value of the AGFA - Comércio, Administração e Participações Ltda. (“Entity”), to be used in the merger into Suzano S.A. The balance sheet at August 31, 2020 has been prepared in accordance with accounting practices adopted in Brazil, including the pronouncements issued by the Brazilian Accounting Pronouncements Committee (CPC). The preparation of this balance sheet requires the use of certain critical accounting policies. The main accounting policies applied in the preparation of this balance sheet are presented below. 1.1.Cash and cash equivalents Cash and cash equivalents include cash, bank deposits, and highly liquid short-term investments, which have original maturities up to 90 days and are readily convertible into a known amount of cash and subject to an immaterial risk in value. 1.2.Investment in Subsidiary Comprises the investment balance of 28.8% of the equity interest of Companhia Facepa - Fábrica de Comércio de Papel da Amazônia S.A. The investment is valued using the equity method, the investment of which is initially recognized at acquisition cost and subsequently adjusted for changes in the investee's net assets. 1.3Share capital These all quotas are classified under shareholders' equity, at cost. *** This Attachment is an integral part and inseparable of the report on the net book equity value based on the accounting records AGFA - Comércio, Administração e Participações Ltda., issued by PricewaterhouseCoopers Auditores Independentes, dated October 6, 2020. |
Exhibit 99.6
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(A free translation of the original in Portuguese) Asapir Produção Florestal e Comércio Ltda. Report on the net book equity value based on the accounting records at August 31, 2020 |
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(A free translation of the original in Portuguese) Report on the net book equity value based on the accounting records To the Shareholders and Management Asapir Produção Florestal e Comércio Ltda. Information on the audit firm 1PricewaterhouseCoopers Auditores Independentes, a civil partnership established in the capital city of the state of São Paulo, at Av. Francisco Matarazzo, 1400, on the 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torre Torino, Água Branca, enrolled in the National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) under no 61.562.112/0001-20, originally enrolled in the Regional Accounting Council (CRC) of the State of São Paulo under no 2SP000160/O-5, with its partnership deed registered at the 4th Registry Office of Deeds and Documents of São Paulo - SP on September 17, 1956, and subsequent amendments registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, the last amendment dated November 1st, 2019, having been registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, on microfilm under no 152,080, at January 21, 2020, represented by its undersigned partner, Mr. Daniel Vinícius Fumo, Brazilian, married, accountant, holder of Identity Card no 32.080.643-1 enrolled in the Individual Taxpayers Register (CPF) under no 227.040.578-18 and the Regional Accounting Council of the State of São Paulo under no 1SP256197/O-9, resident and domiciled in the State of São Paulo, with office at the same address of the partnership, was appointed as an expert by the management of Suzano S.A. to proceed with the report of the net book equity value of Asapir Produção Florestal e Comércio Ltda. ("Company") at August 31, 2020, summarized in Attachment I, in accordance with accounting practices adopted in Brazil. The results of this engagement are presented below. The objective of the report 2The objective of the report of the net book equity value at August 31, 2020 of Asapir Produção Florestal e Comércio Ltda. is its legal merger into Suzano S.A. Management's responsibility for the accounting information 3Management is responsible for the bookkeeping and preparation of the accounting information in accordance with accounting practices adopted in Brazil, and for such internal control as management determines is necessary to enable the preparation of accounting information that is free from material misstatement, whether due to fraud or error. The main accounting practices adopted by the Company are summarized in Attachment II of the report. 2 of 7 PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 60054, T: +55 (11) 3674 2000, www.pwc.com.br |
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Asapir Produção Florestal e Comércio Ltda. Scope of the work and responsibility of the independent auditors 4Our responsibility is to express a conclusion on the net book equity value of the Company at August 31, 2020, based on the work performed in accordance with Technical Communication no 03/2014 (R1), issued by the Institute of Independent Auditors of Brazil (IBRACON), which establishes that audit procedures be applied to the balance sheet and CTG 2002, issued by the Brazilian Federal Accounting Council, which provides for technical and professional standards to be observed by accountants for issuing report on the net book equity value. Therefore, our audit of the related balance sheet of the Company was conducted in accordance with the Brazilian and International Auditing Standards, which require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the net book equity value used for the preparation of our report is free from material misstatement. 5An audit involves performing procedures to obtain audit evidence about the amounts recorded. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the shareholders' equity, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the balance sheet in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion 6Based on the work performed, we conclude that the amount of R$ 2,179,106.99, according to the balance sheet at August 31, 2020, as stated in the accounting records and summarized in Attachment I, represents, in all material respects, the net book equity value of Asapir Produção Florestal e Comércio Ltda. according to accounting practices adopted in Brazil. São Paulo, October 6, 2020 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Daniel Vinícius Fumo Contador CRC 1SP256197/O-9 3 of 7 |
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Attachment I to report on the net book equity value based on the accounting records issued on October 6, 2020 Asapir Produção Florestal e Comércio Ltda. Balance sheet At August 31, 2020(A free translation of the original in Portuguese) This Attachment is an integral part and inseparable of the report on the net book equity value based on the accounting records of Asapir Produção Florestal e Comércio Ltda., issued by PricewaterhouseCoopers Auditores Independentes, dated October 6, 2020. |
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1Basis of preparation and summary of the significant accounting policies The balance sheet at August 31, 2020 was prepared with the objective of report of the net book equity value of the Asapir Produção Florestal e Comércio Ltda. ("Company"), to be used in the merger into Suzano S.A. The balance sheet at August 31, 2020 has been prepared in accordance with accounting practices adopted in Brazil, including the pronouncements issued by the Brazilian Accounting Pronouncements Committee (CPC). The preparation of this balance sheet requires the use of certain critical accounting policies. The main accounting policies applied in the preparation of this balance sheet are presented below. 1.1Cash and cash equivalents Include cash on hand and bank deposits which are readily convertible into known amounts of cash and subject to insignificant risk of change in value. 1.2Financial assets 1.2.1Classification Financial assets are classification based on the purpose for which the financial assets were acquired, as set forth below: (i)financial assets at amortized cost; (ii)financial assets at fair value through profit or loss. Regular purchases and sales of financial assets are recognized on the trade date, it means, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred but only if Fibria has transferred substantially all risks and rewards of ownership. 1.2.1.1 Financial instruments measured at amortized cost Financial assets at amortized cost are financial assets held by the Company (i) in order to receive their contractual cash flow and not to sell to realization a profit or loss and (ii) whose contractual terms give rise, on specified dates, to cash flows that exclusively, payments of principal and interest on the principal amount outstanding. Any changes are recognized under financial income (expense) in income statement. It includes the balance of cash and cash equivalents. |
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1.2.1.2 Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are either designated in this category or not classified in any of the other categories. Any changes are recognized under financial income (expense) in income statement for non-derivative financial instruments. This category includes the balance of marketable securities. 1.2.2Impairment of financial assets 1.2.2.1 Financial instruments measured at amortized cost Annually, the Company assesses if there is evidence that a financial asset is impaired. A financial is impaired only if there is evidence of an impairment as a result of one or more events that occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset that can be reliably estimated. The criteria that the Company uses to determine if there is evidence of an impairment loss include: (i)significant financial difficulty of the issuer or debtor; (ii)default or late interest or principal payments in the agreement; (iii)where Company, for economic or legal reasons relating to the borrower's financial difficulty, grants to the borrower a concession that the lender would not otherwise receive; (iv)it becomes probable that the borrower will enter bankruptcy or other financial reorganization; (v)the disappearance of an active market for that financial asset because of financial difficulties; (vi)observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio. The amount of an impairment loss is measured as the difference between the carrying amount of the asset and the present value of estimated future cash flows discounted at the financial asset's original effective interest rate. If the financial asset is impaired the carrying amount of the asset is reduced and a loss is recognized in the income statement. In a subsequent measurement, if there is an improvement in the asset rating, such as an improvement in the debtor's credit rating, the reversal of the previously recognized impairment loss is recognized in the income statement. |
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1.3Judicial deposits Judicial deposits assets are related to proceedings for which the likelihood of loss is possible or remote and may also be recorded in the event of an appeal filed by the Company. 1.4Trade accounts payable Corresponds to the obligations payable for goods or services acquired in the normal course of the Company's business, recognized at fair value and, subsequently, measured at amortized cost using the effective interest rate method, adjusted to present value and exchange rate variation when denominated in foreign currency, when applicable. 1.5Provision for judicial liabilities The provisions are provided to the extent that the Company expects that is probable that it will disburse cash and the amount can be reliably estimated. Tax, civil and labor proceedings are accrued, net of judicial deposits, when losses are assessed as probable and the amounts involved can be reliably measured. When the expectation of loss is possible, a description of the processes and amounts involved is disclosed in the notes to the financial statements. Tax and civil contingent liabilities assessed as remote losses are neither accrued nor disclosed. 1.6Other assets current Assets are recognized only when it is probable that the economic benefit associated with the transaction will flow to the Company and its cost or value can be measured reliably. 1.7Share capital These all quotas are classified under shareholders' equity, at cost. *** |
Exhibit 99.7
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(A free translation of the original in Portuguese) FACEPA - Fábrica de Papel da Amazônia S.A. Report on the net book equity value based on the accounting records at August 31, 2020 |
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(A free translation of the original in Portuguese) Report on the net book equity value based on the accounting records To the Shareholders and Management Fábrica de Papel da Amazônia S.A. Information on the audit firm 1PricewaterhouseCoopers Auditores Independentes, a civil partnership established in the capital city of the state of São Paulo, at Av. Francisco Matarazzo, 1,400, on the 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torre Torino, Água Branca, enrolled in the National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) under no 61.562.112/0001-20, originally enrolled in the Regional Accounting Council (CRC) of the State of São Paulo under no 2SP000160/O-5, with its partnership deed registered at the 4th Registry Office of Deeds and Documents of São Paulo, SP on September 17, 1956, and subsequent amendments registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, the last amendment dated November 1st, 2019, having been registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, on microfilm under no 152,080, at January 21, 2020, represented by its undersigned partner, Mr. José Vital Pessoa Monteiro Filho, Brazilian, married, accountant, holder of Identity Card no 2.473.821 enrolled in the Individual Taxpayers Register (CPF) under no 856.126.184-68 and the Regional Accounting Council of the State of Pernambuco under no 1PE016700/O-0, resident and domiciled in the State of São Paulo, with office at the same address of the partnership, was appointed as an expert by the management of Suzano S.A. to proceed with the report of the net book equity value of Fábrica de Papel da Amazônia S.A. ("Company") at August 31, 2020, summarized in Attachment I, in accordance with accounting practices adopted in Brazil. The results of this engagement are presented below. The objective of the report 2The objective of the report of the net book equity value at August 31, 2020 of Fábrica de Papel da Amazônia S.A. is its legal merger into Suzano S.A. Management's responsibility for the accounting information 3Management is responsible for the bookkeeping and preparation of the accounting information in accordance with accounting practices adopted in Brazil, and for such internal control as management determines is necessary to enable the preparation of accounting information that is free from material misstatement, whether due to fraud or error. The main accounting practices adopted by the Company are summarized in Attachment II of the report. 2 of 11 PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 60054, T: +55 (11) 3674 2000, www.pwc.com.br |
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Fábrica de Papel da Amazônia S.A. Scope of the work and responsibility of the independent auditors 4Our responsibility is to express a conclusion on the net book equity value of the Company at August 31, 2020, based on the work performed in accordance with Technical Communication 03/2014 (R1), issued by the Institute of Independent Auditors of Brazil (IBRACON), which establishes that audit procedures be applied to the balance sheet and CTG 2002, issued by the Brazilian Federal Accounting Council, which provides for technical and professional standards to be observed by accountants for issuing report on the net book equity value. Therefore, our audit of the related balance sheet of the Company was conducted in accordance with the Brazilian and International Auditing Standards, which require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the net book equity value used for the preparation of our report is free from material misstatement. 5An audit involves performing procedures to obtain audit evidence about the amounts recorded. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the shareholders' equity, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the balance sheet in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion 6Based on the work performed, we conclude that the amount of R$ 101,203,293.32, according to the balance sheet at August 31, 2020, as stated in the accounting records and summarized in Attachment I, represents, in all material respects, the net book equity value of Fábrica de Papel da Amazônia S.A. according to accounting practices adopted in Brazil. São Paulo, October 6, 2020 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 José Vital Pessoa Monteiro Filho Contador CRC 1PE016700/O-0 3 of 11 |
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Attachment I to report on the net book equity value based on the accounting records issued on October 6, 2020 Fábrica de Papel da Amazônia S.A. Balance sheet at August 31, 2020 (A free translation of the original in Portuguese) ASSETBrazilian ReaisLIABILITIESBrazilian Reais TOTAL ASSET249,429,331.05TOTAL LIABILITIES AND EQUITY249,429,331.05 * This Attachment is an integral part and inseparable of the report on the net book equity value based on the accounting records of Fábrica de Papel da Amazônia S.A., issued by PricewaterhouseCoopers Auditores Independentes, dated October 6, 2020. |
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1.Basis of preparation and summary of the significant accounting policies The balance sheet at August 31, 2020 was prepared with the objective of report of the net book equity value of the Fábrica de Papel da Amazônia S.A, ("Company"), to be used in the merger into Suzano S.A. The balance sheet at August 31, 2020 has been prepared in accordance with accounting practices adopted in Brazil, including the pronouncements issued by the Brazilian Accounting Pronouncements Committee (“CPC”). The preparation of this balance sheet requires the use of certain critical accounting policies. The main accounting policies applied in the preparation of this balance sheet are presented below. 1.1.Cash and cash equivalents Cash and cash equivalents include cash, bank deposits, marketable securities and highly liquid short-term investments, which have original maturities up to 90 days and are readily convertible into a known amount of cash and subject to an immaterial risk of change of value. Marketable securities classified in this group, by their very nature, are measured at fair value through profit or loss. 1.2.Financial assets 1.2.1. Classification Financial assets are classification based on the purpose for which the financial assets were acquired, as set forth below: (i)financial assets at amortized cost; (ii)financial assets at fair value through profit or loss, Regular purchases and sales of financial assets are recognized on the trade date, it means, the date on which the Company commits to purchase or sell the asset, Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred but only if it has transferred substantially all risks and rewards of ownership. 1.2.1.1. Financial instruments measured at amortized cost Financial assets at amortized cost are financial assets held by the Company (i) in order to receive their contractual cash flow and not to sell to realization a profit or loss and (ii) whose contractual terms give rise, on specified dates, to cash flows that exclusively, payments of principal and interest on the principal amount outstanding, Any changes are recognized under financial income in income statement. |
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It includes the balance of cash and cash equivalents, accounts receivable from customers and other assets. 1.2.1.2.Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are either designated in this category or not classified in any of the other categories, any changes are recognized under financial income (expense) in income statement for non-derivative financial instruments. It includes the balance of marketable securities. 1.2.2. Settlement of financial instruments Financial assets and liabilities are settled, and the net amount is recorded in the balance sheet when there is a (i) legally enforceable right to settle the recognized amounts and (ii) there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. 1.2.3. Impairment of financial assets 1.2.3.1.Financial instruments measured at amortized cost Annually, the Company assesses if there is evidence that a financial asset is impaired, A financial is impaired only if there is evidence of an impairment as a result of one or more events that occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset that can be reliably estimated. The criteria used to determine if there is evidence of an impairment loss include: (i)significant financial difficulty of the issuer or debtor; (ii)default or late interest or principal payments in the agreement; (iii)where Company, for economic or legal reasons relating to the borrower's financial difficulty, grants to the borrower a concession that the lender would not otherwise receive; (iv)the disappearance of an active market for that financial asset because of financial difficulties; (v)observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio. |
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The amount of an impairment loss is measured as the difference between the carrying amount of the asset and the present value of estimated future cash flows discounted at the financial asset's original effective interest rate, If the financial asset is impaired the carrying amount of the asset is reduced and a loss is recognized in the income statement. In a subsequent measurement, if there is an improvement in the asset rating, such as an improvement in the debtor's credit rating, the reversal of the previously recognized impairment loss is recognized in the income statement. 1.3.Trade Accounts Receivable They are recorded at the nominal amount billed on the date of the sale, in the normal course of the Company's activities, adjusted for exchange rate variations when denominated in foreign currency and, when applicable, deducted from expected credit losses. The Company uses the matrix of provisions by maturity with the appropriate grouping of its portfolio. When necessary, based on individual analysis, the provision for expected loss is supplemented. The Company adopts procedures and analysis to establish credit limits. The Company examines on a monthly basis the maturity of receivables and identifies those customers with overdue balances assessing the specific situation of each client including the risk of loss, the existence of contracted insurance, letters of credit, collateral and the customer's financial situation. In the event of default, collection attempts are made, which include direct contact with customers and collection through third parties. Should these efforts prove unsuccessful, court measures are considered, and credit expected loss is recognized. The notes are written-off from the credit expected loss when Management considers that they are not recoverable after taking all appropriate measures to collect them. 1.4.Inventories These are evaluated at average acquisition, net of recoverable taxes, not exceeding their net realizable value. Finished products and work-in-process consist of raw materials, direct labor, production costs, freight, storage and general production expenses, which are related to the processes required to make the products available for sale. Provisions for losses, adjustments to net realizable value, impaired items and slow-moving inventories are recorded when necessary. Normal production losses are included in the production cost for the respective month, while abnormal losses, if any, are recorded directly in the cost of products sold without being carried over inventory. |
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1.5.Property,plant and equipment Stated at the cost of acquisition, formation, construction or dismantling, net of recoverable taxes. Such cost is deducted of accumulated depreciation and accumulated impairment losses, when incurred, at the highest of the value of use and sale, less cost to sell. The borrowing costs are capitalized as a component of construction in progress, considering the weighted average interest rate of the Company's debt at the capitalization date. Depreciation is recognized based on the estimated economic useful life of each asset on a straight-line basis. The estimated useful life, residual values and depreciation methods are annually reviewed and the effects of any changes in estimates are accounted for prospectively. Land is not depreciated. The Company annually performs an analysis of impairment indicators of property, plant and equipment. An impairment for loss for property, plant and equipment, is only recognized if the related cash-generating unit is devalued. Such condition is also applied if the asset's recoverable amount is less than it is carrying amount. The recoverable amount of asset or cash-generating unit is the highest of its value in use and its fair value less cost to sell. The cost of major renovations is capitalized if the future economic benefits exceed the performance standard initially estimated for the asset and are depreciated over the remaining useful life of the related asset. Repairs and maintenance are expensed when incurred. Gains and losses on disposals of property, plant and equipment are measured by comparing the proceeds with the book value and are recognized as other operating income a (expense), net at the disposal date. 1.6.Intangible assets These are measured at cost at the time they are initially recognized, after initial recognition, intangible assets are presented at cost less accumulated amortization and impairment losses, when applicable. The useful life of intangible assets is assessed as finite. Intangible assets with a finite life are amortized over the economic useful life and reviewed for impairment whenever there is an indication that their carrying values may be impaired, The amortization period and method for an intangible asset with a finite useful life are reviewed at least at the end of each fiscal year, The amortization of intangible assets with a finite useful life is recognized in the statement of income as an expense related to its use and consistently with the economic useful life of the intangible asset. |
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1.7.Current and deferred income tax and social contribution Income taxes comprise income tax and social contribution on net income, current and deferred. These taxes are recognized in the income statement, except to the extent that they are related to items recognized directly in equity. In this case, they are recognized in equity under the equity adjustment. The current charge is calculated based on the tax laws enacted in the countries in which the Company and its subsidiaries and affiliates operate and generate taxable income. Management periodically evaluates the positions assumed in the income tax returns with respect to situations in which the applicable tax regulations give rise to interpretations and establishes provisions, when appropriate, based on the amounts that must be paid to the tax authorities. Deferred tax and contribution liabilities are recognized on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred taxes and contributions are determined based on the rates in force on the balance sheet date and, which must be applied when they are realized or when they are settled. Deferred tax assets and contributions are recognized to the extent that it is probable that future taxable profit will be available to be used to offset temporary differences, based on projections of future results prepared and based on internal assumptions and future economic scenarios that may, therefore, undergo changes. Deferred taxes and contributions, assets and liabilities, are presented at the net amount in the balance sheet when there is a legal right and the intention to offset them when calculating current taxes, generally related to the same legal entity and the same tax authority. 1.8.Trade accounts payable Corresponds to the obligations payable for goods or services acquired in the normal course of the Company´s business, recognized at fair value and, subsequently, measured at amortized cost using the effective interest rate method, adjusted to present value and exchange rate variation when denominated in foreign currency, when applicable. 1.9.Loans and financing Loans and financing are initially recognized at their fair value, net of costs incurred in the transaction and are subsequently measured at amortized cost. Any difference between the amounts raised and settled is recognized in the statement of income during the period in which the loans and financing are outstanding, using the effective tax rate method. General or specific borrowing costs, directly attributed to the acquisition, construction or production of a qualified asset, are capitalized as a part of the cost of asset when it is probable that they will result in future economic benefits for the entity and that these costs may be measured with reliability, Other loan costs are recognized as expense in the period they are incurred. |
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1.10.Lease At the beginning of the agreement, the Company recognizes a right-of-use asset and a lease liability that represents the obligation to make payments related to the underlying asset of the lease, with exemption allowed low-value or to short-term agreements, which refers to, respectively, agreements where the individual value of the assets is lower than U.S.$5 and maturity date is before 12 months. The right-to-use asset is initially measured at cost and comprises the initial amount of the lease liability and if any, adjusted for any payment made on or before the contract start date, plus any direct initial costs incurred and estimated disassembly, removal costs, restoration of the asset in the place where it is located, less any incentive received. The right-to-use asset is subsequently depreciated using the straight-line method based on the lease term. Except for land agreements that are automatically extended for the same period by means of notification to the lessor, for the other agreements are not allowed automatic renewals and for an indefinite period, as well as the exercise of termination is a right of both parties. The lease liability is initially measured at the present value of remaining balances payable of the lease contracts discounted based on the nominal incremental loan rate. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change (i) in future payments resulting from a change in index or rate (ii) in the estimate of the expected amount to be paid in the guaranteed residual value or (iii) in the assessment of whether the Company will exercise the purchase option, extension or termination. When the lease liability is remeasured, the corresponding adjustment amount is recorded in the book value of the right-of-use asset or in the profit and loss statement, if the book value of the right-of-use asset has been reduced to zero. 1.11.Provision for judicial liabilities A provision is recognized to the extent that the Company expects to disburse cash flows, which can be reliably measured. Civil and labor lawsuits are provisioned when losses are assessed as probable and the amounts involved are measurable with enough security. When the expectation of loss in these proceedings is possible, a description of the proceedings and amounts involved is disclosed in the explanatory notes. Tax and civil judicial liabilities assessed as remote losses are not provisioned or disclosed. 1.12.Other assets and liabilities current and non-current Assets are recognized only when it is probable that the economic benefit associated with the transaction will flow to the Company and its cost or value can be measured reliably. |
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A liability is recognized when the Company has a legal or constructive obligation arising from a past event, and it is probable that an economic resource will be required to settle this liability. 1.13.Dividend payables The distribution of dividends is recognized as a liability, calculated based on corporate law, the bylaws and the dividend policy of the Company. Any excess portion of the minimum mandatory dividends, if declared after the balance sheet date, must be recorded as additional dividends proposed in shareholders' equity, until approved by the shareholders at the general meeting. Upon approval, the reclassification is made to current liabilities. 1.14.Share capital Common and preferred shares are classified in equity, at cost. *** |
Exhibit 99.8
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(A free translation of the original in Portuguese) Fibria Terminais Portuários S.A. Report on the net book equity value based on the accounting records at August 31, 2020 |
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(A free translation of the original in Portuguese) Report on the net book equity value based on the accounting records To the Shareholders and Management Fibria Terminais Portuários S.A. Information on the audit firm 1PricewaterhouseCoopers Auditores Independentes, a civil partnership established in the capital city of the state of São Paulo, at Av. Francisco Matarazzo, 1,400, on the 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torre Torino, Água Branca, enrolled in the National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) under no 61.562.112/0001-20, originally enrolled in the Regional Accounting Council (CRC) of the State of São Paulo under no 2SP000160/O-5, with its partnership deed registered at the 4th Registry Office of Deeds and Documents of São Paulo, SP on September 17, 1956, and subsequent amendments registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, the last amendment dated November 1st, 2019, having been registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, on microfilm under no 152,080, at January 21, 2020, represented by its undersigned partner, Mr. Daniel Vinícius Fumo, Brazilian, married, accountant, holder of Identity Card no 32.080.643-1 enrolled in the Individual Taxpayers Register (CPF) under no 227.040.578-18 and the Regional Accounting Council of the State of São Paulo under no 1SP256197/O-9, resident and domiciled in the State of São Paulo, with office at the same address of the partnership, was appointed as an expert by the management of Suzano S.A. to proceed with the report of the net book equity value of Fibria Terminais Portuários S.A. ("Company") at August 31, 2020, summarized in Attachment I, in accordance with accounting practices adopted in Brazil. The results of this engagement are presented below. The objective of the report 2The objective of the report of the net book equity value at August 31, 2020 of Fibria Terminais Portuários S.A. is its legal merger into Suzano S.A. Management's responsibility for the accounting information 3Management is responsible for the bookkeeping and preparation of the accounting information in accordance with accounting practices adopted in Brazil, and for such internal control as management determines is necessary to enable the preparation of accounting information that is free from material misstatement, whether due to fraud or error. The main accounting practices adopted by the Company are summarized in Attachment II of the report. 2 of 5 PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 60054, F: +55 (11) 3674 2000, www.pwc.com.br |
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Fibria Terminais Portuários S.A. Scope of the work and responsibility of the independent auditors 4Our responsibility is to express a conclusion on the net book equity value of the Company at August 31, 2020, based on the work performed in accordance with Technical Communication 03/2014 (R1), issued by the Institute of Independent Auditors of Brazil (IBRACON), which establishes that audit procedures be applied to the balance sheet and CTG 2002, issued by the Brazilian Federal Accounting Council, which provides for technical and professional standards to be observed by accountants for issuing report on the net book equity value. Therefore, our audit of the related balance sheet of the Company was conducted in accordance with the Brazilian and International Auditing Standards, which require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the net book equity value used for the preparation of our report is free from material misstatement. 5An audit involves performing procedures to obtain audit evidence about the amounts recorded. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the shareholders' equity, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the balance sheet in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion 6Based on the work performed, we conclude that the amount of R$ 294,596.59, according to the balance sheet at August 31, 2020, as stated in the accounting records and summarized in Attachment I, represents, in all material respects, the net book equity value of Fibria Terminais Portuários S.A. according to accounting practices adopted in Brazil. São Paulo, October 6, 2020 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Daniel Vinícius Fumo Contador CRC 1SP256197/O-9 3 of 5 |
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Attachment I to report on the net book equity value based on the accounting records issued on October 6, 2020 Fibria Terminais Portuários S.A. Balance sheet At August 31, 2020(a free translation of the original in Portuguese) ASSET CURRENT Reais Cash and cash equivalentes149.986,80 Trade accounts receivable20.087,50 Recoverable tax14.671,57 Total current asset184.745,87 NON CURRENT Deferred taxes92.906,61 Judicial deposits47.962,72 Total non-current assets140.869,33 TOTAL ASSET325.615,20 LIABILITIES CURRENT Reais Taxes payable13.599,85 Total current liabilities13.599,85 NON-CURRENT Provision for judicial liabilities17.418,76 Total non-current liabilities17.418,76 TOTAL LIABILITIES31.018,61 SHAREHOLDERS' EQUITY Share Capital215.964,64 Advance for capital increase50.000,00 Accumulated profit28.631,95 Total equity294.596,59 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY325.615,20 * |
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Attachment II to report on the net book equity value based on the accounting records issued on October 6, 2020 Fibria Terminais Portuários S.A. Notes to the balance sheet At August 31, 2020 In Reais, unless otherwise stated(a free translation of the original in Portuguese) 1Basis of preparation and summary of the significant accounting policies The balance sheet at August 31, 2020 was prepared with the objective of report of the net book equity value at August 31, 2020 of the Fibria Terminais Portuários S.A. ("Company"), to be used in the merger into Suzano S.A. The balance sheet at August 31, 2020 has been prepared in accordance with accounting practices adopted in Brazil, including the pronouncements issued by the Brazilian Accounting Pronouncements Committee (CPC). The preparation of this balance sheet requires the use of certain critical accounting policies. The main accounting policies applied in the preparation of this balance sheet are presented below. 1.1Cash and cash equivalents Include cash on hand and bank deposits. 1.2Trade accounts receivable These are recorded at the invoiced amount, in the normal course of the Company´s business, net of expected credit losses. 1.3Advance for future capital increase It comprises the funds received by the Company, arising from its shareholders with the purpose of increasing the share capital. 1.4Provision for judicial liabilities The provisions are provided to the extent that the Company expects that is probable that it will disburse cash and the amount can be reliably estimated. Labor proceedings are accrued, net of judicial deposits, when losses are assessed as probable and the amounts involved can be reliably measured.When the expectation of loss is possible, a description of the processes and amounts involved is disclosed in the notes to the financial statements. Contingent liabilities assessed as remote losses are neither accrued nor disclosed. 1.5Share capital These all quotas are classified under shareholders' equity, at cost. *** |
Exhibit 99.9
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(A free translation of the original in Portuguese) Futuragene Brasil Tecnologia Ltda. Report on the net book equity value based on the accounting records at October 31, 2020 |
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(A free translation of the original in Portuguese) Report on the net book equity value based on the accounting records To the Shareholders and Management Futuragene Brasil Tecnologia Ltda. Information on the audit firm 1PricewaterhouseCoopers Auditores Independentes, a civil partnership established in the capital city of the state of São Paulo, at Av. Francisco Matarazzo, 1,400, on the 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torre Torino, Água Branca, enrolled in the National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) under no 61.562.112/0001-20, originally enrolled in the Regional Accounting Council (CRC) of the State of São Paulo under no 2SP000160/O-5, with its partnership deed registered at the 4th Registry Office of Deeds and Documents of São Paulo, SP on September 17, 1956, and subsequent amendments registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, the last amendment dated November 1st, 2019, having been registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, on microfilm under no 153,812, at September 30, 2020, represented by its undersigned partner, Mr. Daniel Vinícius Fumo, Brazilian, married, accountant, holder of Identity Card no 32.080.643-1 enrolled in the Individual Taxpayers Register (CPF) under no 227.040.578-18 and the Regional Accounting Council of the State of São Paulo under no 1SP256197/O-9, resident and domiciled in the State of São Paulo, with office at the same address of the partnership, was appointed as an expert by the management of Suzano S.A. to proceed with the report of the net book equity value of Futuragene Brasil Tecnologia Ltda. ("Company") at October 31, 2020, summarized in Attachment I, in accordance with accounting practices adopted in Brazil. The results of this engagement are presented below. The objective of the report 2The objective of the report of the net book equity value at October 31, 2020 of Futuragene Brasil Tecnologia Ltda. is its legal merger into Suzano S.A. Management's responsibility for the accounting information 3Management is responsible for the bookkeeping and preparation of the accounting information in accordance with accounting practices adopted in Brazil, and for such internal control as management determines is necessary to enable the preparation of accounting information that is free from material misstatement, whether due to fraud or error. The main accounting practices adopted by the Company are summarized in Attachment II of the report. 2 of 7 PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 60054, T: +55 (11) 3674 2000, www.pwc.com.br |
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Futuragene Brasil Tecnologia Ltda. Scope of the work and responsibility of the independent auditors 4Our responsibility is to express a conclusion on the net book equity value of the Company at October 31, 2020, based on the work performed in accordance with Technical Communication 03/2014 (R1), issued by the Institute of Independent Auditors of Brazil (IBRACON), which establishes that audit procedures be applied to the balance sheet and CTG 2002, issued by the Brazilian Federal Accounting Council, which provides for technical and professional standards to be observed by accountants for issuing report on the net book equity value. Therefore, our audit of the related balance sheet of the Company was conducted in accordance with the Brazilian and International Auditing Standards, which require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the net book equity value used for the preparation of our report is free from material misstatement. 5An audit involves performing procedures to obtain audit evidence about the amounts recorded. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the shareholders’ equity, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the balance sheet in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion 6Based on the work performed, we conclude that the amount of R$ 978,427.35, according to the balance sheet at October 31, 2020, as stated in the accounting records and summarized in Attachment I, represents, in all material respects, the net book equity value of Futuragene Brasil Tecnologia Ltda. according to accounting practices adopted in Brazil. São Paulo, November 12, 2020 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Daniel Vinícius Fumo Contador CRC 1SP256197/O-9 3 of 7 |
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Attachment I to report on the net book equity value based on the accounting records issued on November 12, 2020 Futuragene Brasil Tecnologia Ltda. Balance sheet At October 31, 2020 (A free translation of the original in Portuguese) ASSET Reais LIABILITIES Reais EQUITY Shareholders’ equity119,366,709.09 Accumulated losses for the period(118,388,281.74) * This Attachment is an integral part and inseparable of the report on the net book equity value based on the accounting records of Futuragene Brasil Tecnologia Ltda., issued by PricewaterhouseCoopers Auditores Independentes, dated November 12, 2020. |
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(A free translation of the original in Portuguese) Attachment II to report on the net book equity value based on the accounting records issued on November 12, 2020 Futuragene Brasil Tecnologia Ltda. Notes to the balance sheet at October 31, 2020 In reais, unless otherwise stated 1.Basis of preparation and summary of the significant accounting policies The balance sheet at October 31, 2020 was prepared with the objective of report of the net book equity value of the Futuragene Brasil Tecnologia Ltda. (“Company”), to be used in the merger into Suzano S.A. The balance sheet at October 31, 2020 has been prepared in accordance with accounting practices adopted in Brazil, including the pronouncements issued by the Brazilian Accounting Pronouncements Committee (CPC). The preparation of this balance sheet requires the use of certain critical accounting policies. The main accounting policies applied in the preparation of this balance sheet are presented below. 1.1.Cash and cash equivalents Cash and cash equivalents include cash and bank deposits, are readily convertible into a known amount of cash and subject to an immaterial risk in value. 1.2.Financial assets 1.2.1.Classification Financial assets are classification based on the purpose for which the financial assets were acquired, is set forth below: (i) financial assets at amortized cost. Regular purchases and sales of financial assets are recognized on the trade date, it means, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred but only if it has transferred substantially all risks and rewards of ownership. 1.2.1.1. Financial instruments measured at amortized cost Financial assets at amortized cost are financial assets held by the Company (i) in order to receive their contractual cash flow and not to sell to realization a profit or loss and (ii) whose contractual terms give rise, on specified dates, to cash flows that exclusively, payments of principal and interest on the principal amount outstanding. Any changes are recognized under financial income (expense) in income statement. It includes the balance of cash and cash equivalents and marketable securities. This Attachment is an integral part and inseparable of the report on the net book equity value based on the accounting records of Futuragene Brasil Tecnologia Ltda., issued by PricewaterhouseCoopers Auditores Independentes, dated November 12, 2020. |
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1.3.Inventories These are evaluated at average acquisition, net of recoverable taxes, not exceeding their net realizable value. Material consumption of raw materials, laboratory materials, use and consumption, which are related to the processes required to research and development. 1.4.Property, plant and equipment Stated at the cost of acquisition, net of recoverable taxes. Such cost is deducted of accumulated depreciation and accumulated impairment losses, when incurred, at the highest of the value of use and sale, less cost to sell. Depreciation is recognized based on the estimated economic useful life of each asset on a straight-line basis. Land is not depreciated. The Company annually performs an analysis of impairment indicators of property, plant and equipment. An impairment for loss for property, plant and equipment, is only recognized if the asset’s recoverable amount is less than it is carrying amount. The recoverable amount of asset or cash-generating unit is the highest of its value in use and its fair value less cost to sell. Gains and losses on disposals of property, plant and equipment are measured by comparing the proceeds with the book value and are recognized in the statement of income at the disposal date. 1.5.Intangible assets These are measured at cost at the time they are initially recognized. After initial recognition, intangible assets are presented at cost less accumulated amortization and impairment losses, when applicable. Intangible assets with a finite life are amortized over the economic useful life and reviewed for impairment whenever there is an indication that their carrying values may be impaired. The amortization period and method for an intangible asset with a finite useful life are reviewed at least at the end of each fiscal year. The amortization of intangible assets with a finite useful life is recognized in the statement of income as an expense related to its use and consistently with the economic useful life of the intangible asset. 1.6.Trade accounts payable Corresponds to the obligations payable for goods or services acquired in the normal course of the Company´s business, recognized at fair value and, subsequently, measured at amortized cost using the effective interest rate method, adjusted monetary and exchange rate variation, when applicable. Trade accounts payable are segregated between current and non-current based on maturities of respective obligations. |
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1.7.Loans and financing Loans and financing are initially recognized at their fair value, net of costs incurred in the transaction and are subsequently measured at amortized cost. Any difference between the amounts raised and settled is recognized in the statement of income during the period in which the loans and financing are outstanding, using the effective tax rate method. General or specific borrowing costs, directly attributed to the acquisition, construction or production of a qualified asset, are capitalized as a part of the cost of asset when it is probable that they will result in future economic benefits for the Company and that these costs may be measured with reliability. Other loan costs are recognized as expense in the period they are incurred 1.8.Share compensation plan The Company’s executives receive their compensation partially as share-based payment plans to be settled in cash. Plan-related expenses are recognized in the income statement as a corresponding entry to financial liabilities during the vesting period when services will be rendered. The financial liability is measured by its fair value every balance sheet date and its variation is recorded in the income statement as administrative expenses. At the option exercise date of option exercise paid in cash, the Company settles the financial liability in favor to the Company’s executives. 1.9.Other assets and liabilities current and non-current Assets are recognized only when it is probable that the economic benefit associated with the transaction will flow to the Company and its cost or value can be measured reliably. A liability is recognized when the Company has a legal or constructive obligation arising from a past event, and it is probable that an economic resource will be required to settle this liability. 1.10.Share capital These all quotas are classified under shareholders’ equity. *** |
Exhibit 99.10
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(A free translation of the original in Portuguese) Ondurman Empreendimentos Imobiliários Ltda. Report on the net book equity value based on the accounting records at August 31, 2020 |
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(A free translation of the original in Portuguese) Report on the net book equity value based on the accounting records To the Shareholders and Management Ondurman Empreendimentos Imobiliários Ltda. Information on the audit firm 1PricewaterhouseCoopers Auditores Independentes, a civil partnership established in the capital city of the state of São Paulo, at Av. Francisco Matarazzo, 1,400, on the 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torre Torino, Água Branca, enrolled in the National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) under no 61.562.112/0001-20, originally enrolled in the Regional Accounting Council (CRC) of the State of São Paulo under no 2SP000160/O-5, with its partnership deed registered at the 4th Registry Office of Deeds and Documents of São Paulo, SP on September 17, 1956, and subsequent amendments registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, the last amendment dated November 1st, 2019, having been registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, on microfilm under no 152,080, at January 21, 2020, represented by its undersigned partner, Mr. Daniel Vinícius Fumo, Brazilian, married, accountant, holder of Identity Card no 32.080.643-1 enrolled in the Individual Taxpayers Register (CPF) under no 227.040.578-18 and the Regional Accounting Council of the State of São Paulo under no 1SP256197/O-9, resident and domiciled in the State of São Paulo, with office at the same address of the partnership, was appointed as an expert by the management of Suzano S.A. to proceed with the report of the net book equity value of Ondurman Empreendimentos Imobiliários Ltda. ("Company") at August 31, 2020, summarized in Attachment I, in accordance with accounting practices adopted in Brazil. The results of this engagement are presented below. The objective of the report 2The objective of the report of the net book equity value at August 31, 2020 of Ondurman Empreendimentos Imobiliários Ltda. is its legal merger into Suzano S.A. Management's responsibility for the accounting information 3Management is responsible for the bookkeeping and preparation of the accounting information in accordance with accounting practices adopted in Brazil, and for such internal control as management determines is necessary to enable the preparation of accounting information that is free from material misstatement, whether due to fraud or error. The main accounting practices adopted by the Company are summarized in Attachment II of the report. 2 of 8 PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 60054, T: +55 (11) 3674 2000, www.pwc.com.br |
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Ondurman Empreendimentos Imobiliários Ltda. Scope of the work and responsibility of the independent auditors 4Our responsibility is to express a conclusion on the net book equity value of the Company at August 31, 2020, based on the work performed in accordance with Technical Communication 03/2014 (R1), issued by the Institute of Independent Auditors of Brazil (IBRACON), which establishes that audit procedures be applied to the balance sheet and CTG 2002, issued by the Brazilian Federal Accounting Council, which provides for technical and professional standards to be observed by accountants for issuing report on the net book equity value. Therefore, our audit of the related balance sheet of the Company was conducted in accordance with the Brazilian and International Auditing Standards, which require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the net book equity value used for the preparation of our report is free from material misstatement. 5An audit involves performing procedures to obtain audit evidence about the amounts recorded. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the shareholders’ equity, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the balance sheet in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion 6Based on the work performed, we conclude that the amount of R$ 82,859,327.71, according to the balance sheet at August 31, 2020, as stated in the accounting records and summarized in Attachment I, represents, in all material respects, the net book equity value of Ondurman Empreendimentos Imobiliários Ltda. according to accounting practices adopted in Brazil. São Paulo, October 6, 2020 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Daniel Vinícius Fumo Contador CRC 1SP256197/O-9 3 of 8 |
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Attachment I to report on the net book equity value based on the accounting records issued on October 6, 2020 Ondurman Empreendimentos Imobiliários Ltda. Balance sheet at August 31, 2020(A free translation of the original in Portuguese) ASSET CURRENT Reais Cash and cash equivalents655,48 Marketable securities5,130,999.08 Recoverable tax51,452.73 Total current asset5,183,107.29 NON CURRENT Property, plant and equipment78,149,203.51 Total non-current assets78,149,203.51 TOTAL ASSET83,332,310.80 LIABILITIES CURRENT Reais Taxes payable472,983.09 Total current liabilities472,983.09 TOTAL LIABILITIES472,983.09 SHAREHOLDERS’ EQUITY Share Capital Advance for future capital increase 1,790,000.00 10,000,000.00 Accumulated profit71,069,327.71 Total equity82,859,327.71 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY83,332,310.80 |
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1Basis of preparation and summary of the significant accounting policies The balance sheet at August 31, 2020 was prepared with the objective of report of the net book equity value at August 31, 2020 of the Ondurman Empreendimentos Imobiliários Ltda ("Company"), to be used in the merger into Suzano S.A. The balance sheet at August 31, 2020 has been prepared in accordance with accounting practices adopted in Brazil, including the pronouncements issued by the Brazilian Accounting Pronouncements Committee (CPC). The preparation of this balance sheet requires the use of certain critical accounting policies. The main accounting policies applied in the preparation of this balance sheet are presented below. 1.1Cash and cash equivalents Include cash on hand and bank deposits. 1.2Financial assets 1.2.1Classification Financial assets are classification based on the purpose for which the financial assets were acquired, as set forth below: (i)financial assets at amortized cost; and (ii)financial assets at fair value through profit or loss. Regular purchases and sales of financial assets are recognized on the trade date, it means, the date on which the Entity commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred substantially all risks and rewards of ownership. 1.2.1.1 Financial assets measured at amortized cost Financial assets at amortized cost are financial assets held by the Entity (i) in order to receive their contractual cash flow and not to sell to realization a profit or loss and (ii) whose contractual terms give rise, on specified dates, to cash flows that exclusively, payments of principal and interest on the principal amount outstanding. Any changes are recognized under financial income (expense) in income statement. It includes the balance of cash and cash equivalents, trade accounts receivable and other assets. |
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1.2.1.2 Financial assets measured at fair value through profit and loss Financial assets at fair value through profit or loss are either designated in this category or not classified in any of the other categories. Any changes are recognized under financial income (expense) in income statement for non-derivative financial instruments and for financial derivative instruments under income from derivative financial instruments. This category includes the balance of marketable securities. 1.3Property, plant and equipment Stated at the cost of acquisition, net of recoverable taxes. Such cost is deducted of accumulated impairment losses, when incurred, at the highest of the value of use and sale, less cost to sell. Land is not depreciated. The Company annually performs an analysis of impairment indicators of property, plant and equipment. An impairment for loss for property, plant and equipment, is only recognized if the asset’s recoverable amount is less than it is carrying amount. The recoverable amount of asset or cash-generating unit is the highest of its value in use and its fair value less cost to sell. Gains and losses on disposals of property, plant and equipment are measured by comparing the proceeds with the book value and are recognized in the statement of income at the disposal date. 1.4Share capital These all quotas are classified under shareholders’ equity. 1.5Advance for future capital increase It comprises the funds received by the Company, arising from its shareholders with the purpose of increasing the share capital. They must be effective until the first amendment to the Company Bylaws to be carried out after they receipt or within a maximum period of 120 (one hundred and twenty) days as from the end of the fiscal year in which the Company has received it, of both, whichever occurs first. They are recognized in non-current liabilities. 2Property, plant and equipment Property, plant and equipment comprises only lands, at the amount of R$ 78,149,203.51. To fulfil certain requirements with the Brazilian land registry offices and other registry offices (when applicable), we described below the property list registered in our accounting records: |
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Exhibit 99.11
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(A free translation of the original in Portuguese) Comercial e Agrícola Paineiras Ltda. Report on the net book equity value based on the accounting records at August 31, 2020 |
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(A free translation of the original in Portuguese) Report on the net book equity value based on the accounting records To the Shareholders and Management Comercial e Agrícola Paineiras Ltda. Information on the audit firm 1PricewaterhouseCoopers Auditores Independentes, a civil partnership established in the capital city of the state of São Paulo, at Av. Francisco Matarazzo, 1,400, on the 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torre Torino, Água Branca, enrolled in the National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) under no 61.562.112/0001-20, originally enrolled in the Regional Accounting Council (CRC) of the State of São Paulo under no 2SP000160/O-5, with its partnership deed registered at the 4th Registry Office of Deeds and Documents of São Paulo, SP on September 17, 1956, and subsequent amendments registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, the last amendment dated November 1st, 2019, having been registered at the 2nd Registry Office of Deeds and Documents of São Paulo, SP, on microfilm under no 152.080, at January 21, 2020, represented by its undersigned partner, Mr. Daniel Vinícius Fumo, Brazilian, married, accountant, holder of Identity Card no 32,080,643-1 enrolled in the Individual Taxpayers Register (CPF) under no 227,040,578-18 and the Regional Accounting Council of the State of São Paulo under no 1SP256197/O-9, resident and domiciled in the State of São Paulo, with office at the same address of the partnership, was appointed as an expert by the management of Suzano S.A. to proceed with the report of the net book equity value of Comercial e Agrícola Paineiras Ltda. ("Company") at August 31, 2020, summarized in Attachment I, in accordance with accounting practices adopted in Brazil. The results of this engagement are presented below. The objective of the report 2The objective of the report of the net book equity value at August 31, 2020 of Comercial e Agrícola Paineiras Ltda. is its legal merger into Suzano S.A. Management's responsibility for the accounting information 3Management is responsible for the bookkeeping and preparation of the accounting information in accordance with accounting practices adopted in Brazil, and for such internal control as management determines is necessary to enable the preparation of accounting information that is free from material misstatement, whether due to fraud or error. The main accounting practices adopted by the Company are summarized in Attachment II of the report. 2 of 35 PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 60054, T: +55 (11) 3674 2000, www.pwc.com.br |
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Comercial e Agrícola Paineiras Ltda. Scope of the work and responsibility of the independent auditors 4Our responsibility is to e,press a conclusion on the net book equity value of the Company at August 31, 2020, based on the work performed in accordance with Technical Communication 03/2014 (R1), issued by the Institute of Independent Auditors of Brazil (IBRACON), which establishes that audit procedures be applied to the balance sheet and CTG 2002, issued by the Brazilian Federal Accounting Council, which provides for technical and professional standards to be observed by accountants for issuing report on the net book equity value. Therefore, our audit of the related balance sheet of the Company was conducted in accordance with the Brazilian and International Auditing Standards, which require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the net book equity value used for the preparation of our report is free from material misstatement. 5An audit involves performing procedures to obtain audit evidence about the amounts recorded. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the shareholders' equity, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the balance sheet in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion 6Based on the work performed, we conclude that the amount of R$ 216,164,957.35, according to the balance sheet at August 31, 2020, as stated in the accounting records and summarized in Attachment I, represents, in all material respects, the net book equity value of Comercial e Agrícola Paineiras Ltda. according to accounting practices adopted in Brazil. São Paulo, October 6, 2020 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Daniel Vinícius Fumo Contador CRC 1SP256197/O-9 3 of 35 |
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Attachment I to report on the net book equity value based on the accounting records issued on October 6, 2020 Comercial e Agrícola Paineiras Ltda. Balance sheet At August 31, 2020(a free translation of the original in Portuguese) This Attachment is an integral part and inseparable of the report on the net book equity value based on the accounting records of Comercial e Agrícola Paineiras Ltda., issued by PricewaterhouseCoopers Auditores Independentes, dated October 6, 2020. |
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1Basis of preparation and summary of the significant accounting policies The balance sheet at August 31, 2020 was prepared with the objective of report of the net book equity value of the Comercial Agrícola Paineiras Ltda. ("Company"). to be used in the merger into Suzano S.A. The balance sheet at August 31, 2020 has been prepared in accordance with accounting practices adopted in Brazil. including the pronouncements issued by the Brazilian Accounting Pronouncements Committee (CPC). The preparation of this balance sheet requires the use of certain critical accounting policies. The main accounting policies applied in the preparation of this balance sheet are presented below. 1.1Cash and cash equivalents Include cash on hand and bank deposits, which are readily convertible into known amounts of cash and subject to insignificant risk of change in value. 1.2Financial assets 1.2.1Classification Financial assets are classification based on the purpose for which the financial assets were acquired, as set forth below: (i)financial assets at amortized cost; (ii)financial assets at fair value through profit or loss. Regular purchases and sales of financial assets are recognized on the trade date. it means. the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred substantially all risks and rewards of ownership. 1.2.1.1 Financial instruments measured at amortized cost Financial assets at amortized cost are financial assets held by the Company (i) in order to receive their contractual cash flow and not to sell to realization a profit or loss and (ii) whose contractual terms give rise, on specified dates, to cash flows that exclusively, payments of principal and interest on the principal amount outstanding. Any changes are recognized under financial income (expense) in income statement. It includes the balance of cash and cash equivalents. trade accounts receivable and other assets. |
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1.2.1.2 Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are either designated in this category or not classified in any of the other categories. Any changes are recognized under financial income (expense) in income statement for non-derivative financial instruments. This category includes the balance of marketable securities. 1.3Trade accounts receivables These are recorded at the invoiced amount, in the normal course of the Company´s business, adjusted to exchange rate variation when denominated in foreign currency and, if applicable, net of e,pected credit losses. The Company applies the aging-based provision matri, with the appropriate grouping of your portfolio. The Company adopts procedures and analysis to establish credit limits. The Company examines on a monthly basis the maturity of receivables and identifies those customers with overdue balances assessing the specific situation of each client including the risk of loss, the e,istence of contracted insurance, letters of credit, collateral and the customer's financial situation. In the event of default, collection attempts are made, which include direct contact with customers and collection through third parties. Should these efforts prove unsuccessful, court measures are considered and credit e,pected loss is recognized. The notes are written-off from the credit e,pected loss when Management considers that they are not recoverable after taking all appropriate measures to collect them. 1.4Biological assets The Company's biological assets are eucalyptus forests exclusively from renewable plantations and intended for the production process of pulp and paper, measured at fair value less estimated cost to sell at the time of harvest. Fair value measurement is performed on a semiannually basis, since Management understand that its interval is enough, so that, there is no significant gap in the fair value of biological assets recorded in the consolidated financial statements and uses the discounted cash flow method according to the projected productivity cycle of such assets. 1.5Investments These are all entities are initially recognized at cost and adjusted thereafter for the equity method. being increased or reduced from its interest in the investee's income after the acquisition date. |
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1.6Property. plant and equipment Measured at acquisition cost, net of recoverable taxes. This cost was adjusted to reflect the assigned cost of land and farms on the date of transition to CPCs. Depreciation is recognized based on the tax rate. Land is not depreciated and there are no indicators of impairment on land. Gains and losses on disposals of property, plant and equipment are measured by comparing the proceeds with the book value and are recognized as other operating income a (expense), net at the disposal date. 1.7Current and deferred income tax and social contribution Income taxes comprise income tax and social contribution on net income, current and deferred. These taxes are recognized in the income statement. The current charge is calculated based on the tax laws enacted in the Brazil and generate taxable income. Management periodically evaluates the positions assumed in the income tax returns with respect to situations in which the applicable tax regulations give rise to interpretations and establishes provisions, when appropriate, based on the amounts that must be paid to the tax authorities. 1.8Contingent liabilities The provisions are provided to the extent that the Company e,pects that is probable that it will disburse cash and the amount can be reliably estimated. Civil proceedings are accrued when losses are assessed as probable and the amounts involved can be reliably measured. There are no probable contingencies provisioned. When the expectation of loss is possible, a description of the processes and amounts involved is disclosed in the notes to the financial statements. Civil contingent liabilities assessed as remote losses are neither accrued nor disclosed. 1.9Share capital These all quotas are classified under shareholders' equity. 2Property. plant and equipments The balance of fixed assets of R$ 232,246,558.16 consists of land, in the amount of R$ 349,553,024.79 and Buildings, in the amount of R$ 16,112.94, net of a provision for losses (impairment) of R$ 117,322,579.57. To fulfil certain requirements with the Brazilian land registry offices and other registry offices (when applicable), we described below the property list registered in our accounting records: |
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