0001558370-23-003336.txt : 20230309 0001558370-23-003336.hdr.sgml : 20230309 20230309163516 ACCESSION NUMBER: 0001558370-23-003336 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230309 FILED AS OF DATE: 20230309 DATE AS OF CHANGE: 20230309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Suzano S.A. CENTRAL INDEX KEY: 0000909327 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38755 FILM NUMBER: 23720227 BUSINESS ADDRESS: STREET 1: AV. PROFESSOR MAGALHAES NETO, 1,752 STREET 2: 10TH FLOOR, ROOMS 1010 AND 1011 CITY: SALVADOR - BA STATE: D5 ZIP: 41 810-012 BUSINESS PHONE: 551121384588 MAIL ADDRESS: STREET 1: AV. BRIGADEIRO FARIA LIMA, 1,355 STREET 2: 7TH FLOOR CITY: PINHEIROS, SAO PAULO - SP STATE: D5 ZIP: 01 452-919 FORMER COMPANY: FORMER CONFORMED NAME: Suzano Papel e Celulose S.A. DATE OF NAME CHANGE: 20180322 FORMER COMPANY: FORMER CONFORMED NAME: COMPANHIA SUZANO DE PAPEL E CELULOSE /FI DATE OF NAME CHANGE: 19930719 6-K 1 suz-20230309x6k.htm 6-K

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 March, 2023.

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 ☒ 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:

Exhibit 99.1 – Minutes of the Meeting of the Board of Directors

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: March 9, 2023


		SUZANO S.A.

	By:	/s/ Marcelo Feriozzi Bacci
	Name:	Marcelo Feriozzi Bacci
	Title:	Chief Financial and Investor Relations Officer

EX-99.1 2 suz-20230309xex99d1.htm EX-99.1

Exhibit 99.1

SUZANO S.A.

Publicly Held Company with Authorized Capital

CNPJ/ME No. 16.404.287/0001-55

NIRE No. 29.300.016.331

EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS’

ORDINARY MEETING HELD ON FEBRUARY 28, 2023

1.Date, Time and Place: On February 28, 2023, at 11:00 a.m., at the branch of Suzano S.A. (“Company”) located at Av. Brigadeiro Faria Lima, 1355, 8th floor, in the City of São Paulo, State of São Paulo, through the Company’s videoconference system, a meeting of its Board of Directors (“Board”) was held.

2.Attendance: The following Directors of the Company attended the Meeting, representing their entirety: David Feffer (Chairman of the Board of the Directors), Daniel Feffer (Vice-Chairman of the Board of Directors), Nildemar Secches (Vice-Chairman of the Board of Directors), Ana Paula Machado Pessoa, Gabriela Feffer Moll, Maria Priscila Rodini Vansetti Machado, Paulo Rogerio Caffarelli, Paulo Sergio Kakinoff e Rodrigo Calvo Galindo. Additionally, the following members of the Company’s Supervisory Board attended the meeting as guests, Messrs. Rubens Barletta, Eraldo Soares Peçanha and Luiz Augusto Marques Paes; Mr. José Vital, Kaique de Oliveira Fernandes da Silva and Mmes. Alessandra Arakaki and Flavia Mendonça, representatives of PricewaterhouseCoopers Auditores Independentes (“PwC”), the Company’s independent auditor. Walter Schalka, the Company’s President, Marcelo Bacci, Chief Financial, Investor Relations and Legal Officer, other members of the Executive Board and Mrs. Silvia Krueger Pela as Secretary.

3.Convening: The meeting has been timely convened under article 13 of the Company’s Bylaws and clause 6.1 of the Board’s Internal Regulations.

4.Board Composition: Mr. David Feffer chaired the meeting, and Mrs. Silvia Krueger Pela served as secretary.

5.Agenda: Topics for Resolution: (i) Resolve on the Management Report and the Standalone and Consolidated Financial Statements of the Company and their respective Notes, all regarding the fiscal year ended on December 31, 2022, followed by the independent auditor’s report; (...) and (iii) resolve on the renewal of the Performance Bond Policy to be contracted by Itacel; (...). Topics for Information: (...).

6.Minutes in Summary Form: The Directors approved unanimously and without reservations the drawing up of these minutes in summary form.

Presentation, discussions on the agenda and resolutions:

7.1Topics for Resolution:

“7.1.1. The Directors, unanimously and without reservations, (i) favorably resolved on the Management Report and the Standalone and Consolidated Financial Statements of the Company and their respective Notes, all regarding the fiscal year ended on December 31, 2022, considering the independent auditor’s report without reservations, and the favorable opinion of the Statutory Audit Committee regarding the subject; (ii) authorized the

corresponding disclosure of those documents under the applicable regulations and legislation; and (iii) approved the submission of those documents for resolution by the Company’s Ordinary General Meeting, which convening shall be timely performed.

(...)

7.1.3.The Directors, unanimously and without reservations, approved the issuance of a performance bond policy to be contracted by Itacel - Terminal de Celulose de Itaqui S.A. (“Itacel”), a Company’s wholly-owned subsidiary, in order to guarantee the faithful compliance of all obligations contracted by Itacel under the Lease Agreement related to auction No. 03/2018 of ANTAQ, with the counter-guarantee of the Company for the Insurance Company engaged in a total indemnity amount of one hundred and eleven million, two hundred eighty-nine thousand, seven hundred and eighty-eight reais and forty-five cents (BRL 111,289,788.45). Additionally, the directors granted the executive board with delegation to carry out the annual renewal of insurances in the following years.

7.1.3.1. The Directors, unanimously and without reservations, decided to authorize and delegate powers to the Company’s Executive Board to practice all related and/or complementary acts that may be necessary and/or convenient to give effect to the resolution provided for in this item, as well as powers for annual renewal of this policy and contracting of its respective counter-guarantee, provided that the additional values are limited to the adjustment of the insured amounts, once this is a contractual obligation previously approved;

7.1.3.2. The Directors, unanimously and without reservations, decided to ratify all acts that have been practiced by the Company’s management in relation to the foregoing matters. Once the approval was completed, they moved on to the next item in the agenda.

(...)”

Closing: There being no further matters to be discussed, the meeting was closed. The minutes of Meeting were drawn up, read, and shall be signed in electronic form by all Directors present, and such signatures shall have effects retroactive to the date of the meeting. It is recorded that the documents and presentation that supported the matters discussed in this meeting have been filed with the Governance Portal.

I certify that this is an extract of the minutes of the Board of Directors’ Ordinary Meeting of Suzano S.A. held on the date hereof, and the foregoing resolutions reflect the decisions passed by the Board of Directors.

São Paulo, SP, February 28, 2023.

Silvia Krueger Pela

Secretary