UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.1)*
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Suzano S.A.
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(Name of Issuer)
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Common Shares, without par value and
American Depositary Shares (as evidenced by American Depositary Receipts), each representing two shares of Common Stock
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(Title of Class of Securities)
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86959K105
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 86959K105
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13G
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Page 2 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
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Suzano Holding S.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Brazil
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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- 0 -
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6
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SHARED VOTING POWER
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579,295,215 Shares
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7
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SOLE DISPOSITIVE POWER
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367,612,324 Shares
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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579,295,215 Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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42.6%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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*Based on 1,361,263,584 Shares outstanding as of March 11, 2021.
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CUSIP No. 86959K105
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13G
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Page 3 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
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David Feffer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Brazil
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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7,020,404 Shares
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6
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SHARED VOTING POWER
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579,295,215 Shares
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7
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SOLE DISPOSITIVE POWER
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7,020,404 Shares
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8
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SHARED DISPOSITIVE POWER
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579,295,215 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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586,315,619 Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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43.1%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*Based on 1,361,263,584 Shares outstanding as of March 11, 2021.
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CUSIP No. 86959K105
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13G
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Page 4 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
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Daniel Feffer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Brazil
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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1,653,735 Shares
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6
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SHARED VOTING POWER
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579,295,215 Shares
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7
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SOLE DISPOSITIVE POWER
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1,653,735 Shares
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8
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SHARED DISPOSITIVE POWER
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579,295,215 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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580,948,950 Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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42.7%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*Based on 1,361,263,584 Shares outstanding as of March 11, 2021.
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CUSIP No. 86959K105
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13G
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Page 5 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
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Jorge Feffer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Brazil
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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9,000 Shares
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6
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SHARED VOTING POWER
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579,295,215 Shares
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7
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SOLE DISPOSITIVE POWER
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9,000 Shares
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8
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SHARED DISPOSITIVE POWER
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579,295,215 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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579,304,215 Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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42.6%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*Based on 1,361,263,584 Shares outstanding as of March 11, 2021.
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CUSIP No. 86959K105
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13G
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Page 6 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
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Ruben Feffer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Brazil
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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433,218 Shares
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6
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SHARED VOTING POWER
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579,295,215 Shares
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7
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SOLE DISPOSITIVE POWER
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433,218 Shares
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8
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SHARED DISPOSITIVE POWER
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579,295,215 Shares
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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579,728,433 Shares
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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42.6%*
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*Based on 1,361,263,584 Shares outstanding as of March 11, 2021.
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CUSIP No. 86959K105
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13G
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Page 7 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
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Alden Fundo de Investimento em Ações
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Brazil
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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165,200 Shares
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|||
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||||
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6
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SHARED VOTING POWER
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579,295,215 Shares
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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26,154,741 Shares
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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579,460,415 Shares
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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42.6%*
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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*Based on 1,361,263,584 Shares outstanding as of March 11, 2021.
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Item 1(a).
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Name of Issuer:
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Suzano S.A. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
Av. Brigadeiro Faria Lima, 1355, 8th Floor
São Paulo/SP, Brazil 01452-919
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Item 2(a).
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Name of Persons Filing:
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This Amendment No. 1 to Schedule 13G is being filed jointly by Suzano Holding S.A., David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer and Alden Fundo de Investimento em Ações, pursuant to a Joint Filing Agreement, a copy of which
is incorporate by reference herein, in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
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Item 2(b).
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Address of Principal Business Office:
Suzano Holding S.A.:
Av. Brigadeiro Faria Lima, 1355, 21st Floor
São Paulo/SP, Brazil 01452-919
David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer:
Av. Brigadeiro Faria Lima, 1355, 21st Floor
São Paulo/SP, Brazil 01452-919
Alden Fundo de Investimento em Ações:
Av. Brigadeiro Faria Lima, 1355, 21st Floor
São Paulo/SP, Brazil 01452-919
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Item 2(c).
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Citizenship:
Suzano Holding S.A. is a corporation (sociedade por ações) organized under the laws of Brazil.
David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer: Brazilian.
Alden Fundo de Investimento em Ações is a stock fund (fundo de investimento) organized under the laws of Brazil.
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Item 2(d).
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Title of Class of Securities:
Common shares, no par value (the “Shares”)
American Depositary Shares (as evidenced by American Depositary Receipts), each representing two shares of Common Stock.
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Item 2(e).
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CUSIP Number:
86959K105
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8
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
Not applicable.
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Item 4.
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Ownership.
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(a)
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Amount Beneficially Owned:
See the cover pages for each of the reporting persons.
Suzano Holding S.A. is controlled by David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer.
David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Suzano Holding S.A. and Alden Fundo de Investimento em Ações are parties to a voting agreement dated September 28, 2017, as amended in January 16, 2019 relating to their stakes in
the Issuer indicated in such agreement (“Voting Agreement”). As a result, David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Suzano Holding S.A. and Alden Fundo de Investimento em Ações are deemed to have shared voting power
with respect to 42.6% of the Shares. The Voting Agreement, as amended, is incorporated herein by reference as exhibit.
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(b)
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Percent of Class:
See the cover pages for each of the reporting persons.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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(ii)
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Shared power to vote or to direct the vote:
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(iii)
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Sole power to dispose or to direct the disposition of:
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(iv)
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Shared power to dispose or direct the disposition of:
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See the cover pages for each of the reporting persons.
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||
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Item 5.
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Ownership of Five Percent or Less of a Class.
Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
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9
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Item 8.
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Identification and Classification of Members of the Group.
Not applicable.
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Item 9.
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Notice of Dissolution of Group.
Not applicable.
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Item 10.
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Certifications.
Not applicable.
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10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: March 12, 2021 | ||
| SUZANO HOLDING S.A. | ||
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By:
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/s/ Maria Cecilia Castro Neves Ipiña
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Name:
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Maria Cecilia Castro Neves Ipiña
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Title:
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Attorney-in-Fact
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| DAVID FEFFER | ||
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By:
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/s/ Maria Cecilia Castro Neves Ipiña
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Name:
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Maria Cecilia Castro Neves Ipiña
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Title:
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Attorney-in-Fact
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DANIEL FEFFER
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||
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By:
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/s/ Maria Cecilia Castro Neves Ipiña
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Name:
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Maria Cecilia Castro Neves Ipiña
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Title:
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Attorney-in-Fact
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JORGE FEFFER
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||
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By:
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/s/ Maria Cecilia Castro Neves Ipiña
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Name:
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Maria Cecilia Castro Neves Ipiña
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Title:
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Attorney-in-Fact
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RUBEN FEFFER
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||
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By:
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/s/ Maria Cecilia Castro Neves Ipiña
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Name:
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Maria Cecilia Castro Neves Ipiña
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Title:
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Attorney-in-Fact
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ALDEN FUNDO DE INVESTIMENTO EM AÇÕES.
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||
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By:
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/s/ Marcos Rabinovich
|
|
|
Name:
|
Marcos Rabinovich
|
|
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Title:
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Officer
|
|
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By:
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/s/ Isabel Cotta Fernandino de França Leme
|
|
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Name:
|
Isabel Cotta Fernandino de França Leme
|
|
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Title:
|
Officer
|
|
11
EXHIBIT INDEX
|
Exhibit
|
Exhibit Description
|
|
Exhibit A
|
Joint Filing Agreement, dated February 14, 2019 by and among Suzano Holding S.A., David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer and Alden Fundo de Investimento em Ações (incorporated herein by reference to Exhibit A to Schedule
13G (File No. 005-90910), filed with the SEC on February 14, 2019).
|
|
Exhibit B
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Voting Agreement (English translation), dated September 28, 2017 by and among David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Suzano Holding S.A. and Alden Fundo de Investimento em Ações, as amended on January 16, 2019
(incorporated herein by reference to Exhibit B to Schedule 13G (File No. 005-90910), filed with the SEC on February 14, 2019).
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Exhibit C
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Power of Attorney (English translation), dated March 13, 2020, by Suzano Holding S.A.
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Exhibit D
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Power of Attorney (English translation), dated March 13, 2020, by David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer.
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EXHIBIT C
GRANTOR: SUZANO HOLDING S.A., (CNPJ/MF No. 60.651.809/0001-05), headquartered in this Capital, Avenida Brigadeiro Faria Lima, 1355,
21st floor, in this Capital, herein represented by its Executive Vice President, Mr. Claudio Thomaz Lobo Sonder (RG No. 2.173.952-3-SSP/SP; CPF/MF No. 066.934.078-20), Brazilian, married, engineer, and Mr. Orlando de Souza Dias (RG No. 4.125.301-2-SSP/SP; CPF No. 046.293.378-49), Brazilian, married, accountant, both domiciled and resident in this Capital, with business addresses at Avenida Brigadeiro Faria Lima,
1355, 21st floor.
ATTORNEYS-IN-FACT: (1) MARIA CECILIA CASTRO NEVES IPIÑA (CPF/MF No. 938.418.767-49 and RG No. 53.077.600-5 SSP/SP), Brazilian,
married, lawyer; (2) MARCOS HIYOSHI KUBO (CPF/MF No. 844.968.008-53 and RG No. 7.783.139 SSP/SP), Brazilian, married, lawyer, both resident and domiciled in this Capital, with business address at Avenida
Brigadeiro Faria Lima, 1355, 21st floor; (3) PABLO FRANCISCO GIMENEZ MACHADO (CPF/MF No. 271.385.948-44 and OAB/SP No. 183.451), Brazilian, married,
lawyer; (4) WALNER ALVES CUNHA JUNIOR (CPF/MF No. 314.558.688-25 and OAB/SP No. 251.389), Brazilian, single, lawyer; (5) IVA MARIA SOUZA BUENO (CPF/MF No.
339.431.718-41 and OAB/SP No. 292.778), Brazilian, single, lawyer; (6) CARLOS EDUARDO PIVOTO ESTEVES (CPF/MF No. 340.142.898-50 and OAB/SP No. 287.413), Brazilian, single, lawyer, the last four resident and
domiciled in this Capital, with business address at Avenida Brigadeiro Faria Lima, 1355, 10th floor; (7) MARIA CRISTINA MONOLI CESCON (CPF/MF n° 147.253.858-75 and OAB/SP No. 107.345), Brazilian,
divorced, lawyer; (8) STEPHANIE MANZI LOPES SCHIAVINATO (CPF/MF No. 363.845.0289-79 and OAB/SP No. 301.747), Brazilian, married, lawyer; and (9) THENARD ANTUNES FIGUEIREDO (CPF/MF
No. 139.306.577-59 and OAB/RJ No. 209.708), Brazilian, single, lawyer, the last three being members of CESCON, BARRIEU, FLESCH E BARRETO ADVOGADOS, a law firm headquartered in the City of Sao Paulo, State of
Sao Paulo, at Rua Funchal, 418, 11th floor, Vila Olimpia, Zip Code 04551-060.
POWERS: powers to, acting jointly or individually, act on behalf each of the Grantors in their capacity as shareholders of SUZANO S.A.,
corporation (sociedade por ações) with headquarters at Avenida Professor Magalhaes Neto, 1752, 10th floor, suites 1009, 1010 and 1011, Pituba, CEP 41810-012, Salvador/BA (CNPJ/MF no.
16.404.287/0001-55), herein referred to as the “Company,” including for that purpose to (i) attend, discuss and vote in any matter proposed and discussed in any Ordinary or Extraordinary General Meeting of the Company, including but not
limited to capital increases and reductions, elections of officers and board members, changes in the by-laws; (ii) appoint and remove members of any corporate bodies created pursuant to the articles of incorporation; (iii) audit the accounts
presented by the Company’s management, with powers to approve or not, discuss and vote on matters related to financial statements and auditors reports; (iv) sign Company’s distant voting ballots, minutes of meetings, corporate communications and
books, including but not limited to the shareholders’ attendance records and stock transfer books; (v) act before any commercial registries and other public offices for purposes of filing and updating minutes of shareholders’ meetings, and other
corporate documents of the Company; (vi) sign and initial documents of any nature whatsoever in the capacity of shareholder of the Company, including, but not limited to loan agreements, subscription bulletins, Advance for Future Capital Increase –
AFAC, among others; and others; and (vii) in general, perform any other acts that may be necessary to be done in the exercise of any of the rights and powers herein granted.
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Delegation of the powers granted by the Grantors hereunder is expressly forbidden. This power of attorney will be valid until March 12, 2021.
Sao Paulo, March 13, 2020.
SUZANO HOLDING S.A.
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By:
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/s/ Claudio Thomaz Lobo Sonder*
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Name:
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Claudio Thomaz Lobo Sonder
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Title:
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Vice-President Executive Officer
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By:
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/s/ Orlando de Souza Dias*
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Name:
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Orlando de Souza Dias
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Title:
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Vice-President Executive Officer
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*Signed on the original (in Portuguese).
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EXHIBIT D
POWER OF ATTORNEY
GRANTORS: (1) DAVID FEFFER (CPF/MF no. 882.739.628-49 and RG no. 4.617.720-6 SSP/SP), Brazilian, divorced, entrepreneur; (2) DANIEL FEFFER (CPF/MF no. 011.769.138-08 and RG no. 4.617.718-8 SSP/SP) Brazilian, married, lawyer; (3) JORGE FEFFER (CPF/MF no.
013.965.718-50 and RG no. 4.617.719-X SSP/SP), Brazilian, divorced, business administrator; and (4) RUBEN FEFFER (CPF/MF no. 157.423.548-60 and RG no. 16.988.323-1
SSP/SP), Brazilian, married, business administrator, all resident and domiciled in the City of São Paulo, State of São Paulo, with commercial office at Avenida Brigadeiro Faria Lima, nº 1,355, 9th floor, CEP 01452-919.
ATTORNEYS-IN-FACT: (1) MARIA CECILIA CASTRO NEVES IPIÑA (RG n° 53.077.600-5-SSP/SP; CPF/MF n° 938.418.767-49), Brazilian, married,
lawyer; (2) MARCOS HIYOSHI KUBO (RG n° 7.783.139-SSP/SP; CPF n° 844.968.008-53), Brazilian, married, lawyer, both resident and domiciled in the City of São Paulo, State of São Paulo, with commercial office
at Avenida Brigadeiro Faria Lima, nº 1355, 21st floor, (3) PABLO FRANCISCO GIMENEZ MACHADO (CPF/MF n° 271.385.948-44 and OAB/SP n° 183.451), Brazilian, married, lawyer; (4) WALNER ALVES CUNHA JUNIOR (CPF/MF n° 314.558.688-25 and OAB/SP n° 251.389), Brazilian, single, lawyer; (5) IVA MARIA SOUZA BUENO (CPF/MF n° 339.431.718-41 and OAB/SP n° 292.778),
Brazilian, married, lawyer; (6) CARLOS EDUARDO PIVOTO ESTEVES (CPF/MF n° 340.142.898-50 and OAB/SP n° 287.413), Brazilian, married, lawyer, all four resident and domiciled in the City of São Paulo, State of
São Paulo, with commercial office at Avenida Brigadeiro Faria Lima, nº 1355, 10th floor; (7) MARIA CRISTINA MONOLI CESCON (CPF/MF n° 147.253.858-75 and OAB/SP n° 107.345), Brazilian, divorced, lawyer; (8) STEPHANIE MANZI LOPES SCHIAVINATO (CPF/MF n° 363.845.0289-79 and OAB/SP n° 301.747), Brazilian, married, lawyer; and (9) THENARD ANTUNES FIGUEIREDO (CPF/MF n°
139.306.577-59 and OAB/RJ n° 209.708), Brazilian, single, lawyer, the last three being members of CESCON, BARRIEU, FLESCH E BARRETO ADVOGADOS, a law firm headquartered in the City of Sao Paulo, State of Sao
Paulo, at Rua Funchal, 418, 11th floor, Vila Olimpia, Zip Code 04551-060.
POWERS: powers to, acting jointly or individually, act on behalf each of the Grantors in their capacity as shareholders of SUZANO S.A.,
corporation (sociedade por ações) with headquarters at Avenida Professor Magalhaes Neto, 1752, 10th floor, suites 1009, 1010 and 1011, Pituba, CEP 41810-012, Salvador/BA (CNPJ/MF no.
16.404.287/0001-55), herein referred to as the “Company,” including for that purpose: (i) attend, discuss and vote in any matter proposed and discussed in any Ordinary or Extraordinary General Meeting of the Company, including but not
limited to capital increases and reductions, elections of officers and board members, changes in the by-laws; (ii) appoint and remove members of any corporate bodies created pursuant to the articles of incorporation; (iii) audit accounts presented
by the Company’s management, with powers to approve or not, discuss and vote on matters related to financial statements and auditors reports; (iv) sign Company’s distant voting ballots, minutes of meetings, corporate communications and books,
including but not limited to the shareholders’ attendance records and stock transfer books; (v) act before any commercial registries and other public offices for purposes of filing and updating minutes of shareholders’ meetings, and other corporate
documents of the Company; (vi) sign and initial documents of any nature whatsoever in the capacity of shareholder of the Company, including, but not limited to loan agreements, subscription bulletins, Advance for Future Capital Increase - AFAC,
among others; and (vii) in general, perform any other acts that may be necessary to be done in the exercise of any of the rights and powers herein granted.
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The delegation of powers under this Power of Attorney is expressly forbidden. This Power of Attorney is valid until March 12, 2021.
Sao Paulo, March 13, 2020.
DAVID FEFFER
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By:
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/s/ David Feffer*
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DANIEL FEFFER
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By:
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/s/ Daniel Feffer*
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JORGE FEFFER
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By:
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/s/ Jorge Feffer*
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RUBEN FEFFER
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By:
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/s/ Ruben Feffer*
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*Signed on the original (in Portuguese).
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