KLABIN S.A.

Brazilian National Directory for Legal Entities of the Ministry of Finance

("CNPJ/MF") number 89.637.490/0001-45

Number of Registration with the Corporate Record ("NIRE") 35300188349

EXCERPT OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON AUGUST 30, 2022

    1. Date, time, and place: In the month of August, on the thirtieth (30th) day, in 2022, at ten thirty in the morning (10:30 a.m.), at the Company's headquarters, it was gathered the Board of Directors of Klabin S.A. (hereinafter referred to as "Company"), located at Avenida Brigadeiro Faria Lima, no. 3.600, 5oandar, in the City of São Paulo, State of São Paulo.
    2. Convening: The directors were prior convened as provided for in Article 18 of
      the Bylaws.
    3. Attendance: The members of the Company's Board of Directors attended the meeting in accordance with the names listed at the end of these minutes.
    4. Meeting Board: Chairman of the meeting - Paulo Sérgio Coutinho Galvão Filho, and Secretary to the meeting - Fábio Fernandes Medeiros.
    5. Agenda: To resolve on the refinancing of Project Puma II, through the execution of the following documents (hereinafter referred to as "Operation Documents"):
  1. amendment and/or consolidation of the Common Term Agreement, entered into on October 31, 2019, as amended from time to time, entered into by and among: (a) the Company, as debtor; (b) the Inter-American Investment Corporation (hereinafter referred to as "IDB Invest"), as creditor; (c) the Inter-American Development Bank (hereinafter referred to as "IDB"), acting through its agent, IDB Invest, as creditor; (d) the International Finance Corporation (hereinafter referred to as "IFC"), as creditor; (e) the IFC, in the capacity of implementing entity within the scope of the Co-Loan Management Portfolio Program, as

1

creditor of IFC trust loan; (f) Citibank, N.A., as administrative agent; and (g) as adhered by Japan International Cooperation Agency (hereinafter referred to as "JICA" and, when along with IDB Invest, IDB, and IFC, to be hereinafter collectively referred to as the "Creditors"), as creditor of the JICA loan, through the Accession Agreement entered into on March 31, 2020, as amended from time to time, by the Company and JICA (hereinafter referred to as "CTA");

  1. amendment to the loan agreement (hereinafter referred to as IDB Invest Loan Agreement) entered into by and among the Company, IDB, and IDB Invest, on October 31, 2019, as amended from time to time; (iii) amendment to the loan agreement (hereinafter referred to as IFC Loan Agreement) entered into by and between the Company and IFC, on October 31, 2019, as amended from time to time; (iv) amendment to the loan agreement (JICA Loan Agreement) entered into by and between the Company and JICA, on March 31, 2020, as amended from time to time; (v) amendment and/or consolidation of the Conditional Sale by Way of Chattel Mortgage for Machinery and Equipment entered into by and among the Company, IDB Invest, IDB, and IFC, on February 7, 2020; (vi) issue of deed for the lodging of first priority mortgage for the benefit of IDB Invest, IDB, and IFC on the real properties registered under the real estate records numbers 36.388 and 36.389, of the Real Estate Registry of Telêmaco Borba, of the State of Paraná, and number 1.746 of the Real Estate Registry of Correia Pinto, State of Santa Catarina; (vii) amendment to the Trust Agreement for the Assigning of Remaining Balance from Enforcement of Guarantee entered into by and between the Company and JICA, on October 2, 2020; (viii) issue of deed for the lodging of second ranking mortgage on the real properties under the real estate records numbers 36.388 and 36.389, of the Real Estate Registry of Telêmaco Borba, of the State of Paraná, and number 1.746, of the Real Estate Registry of Correia Pinto, State of Santa Catarina; (ix) entering into promissory notes (for principal and interests) to be issued by the Company for the benefit of each of the Creditors; and (x) any other document connected with the CTA, the loan agreements informed in items (ii) to (iv) above, the instruments of guarantee informed in items (v) to (viii) above, and any other Financing Document (as defined in the CTA), including, but without limitation to, notices, representations, powers of attorney, requests, notes, certificates, amendments, letters and attachments thereto to be issued or formalized by the Company (hereinafter referred to as "Refinancing Puma II"); (b) the payment, by the Company, of any and all pecuniary liabilities, including, but without limitation to, any commissions, charges, costs, expenses and fees related to and/or within the scope of the Operation Documents and/or any Financing Document (as defined in the CTA); and (c) approval and authorization of the delegation of powers to the C-level Officers and/or the attorneys-in-fact to the Company for the performance of all acts required to the obtainment of any Financing Documents (as defined in the CTA) within the scope of the

2

Refinancing Puma II, including the signature of the Operation Documents and the performance of all other acts required for the execution, compliance with conditions precedent and subsequent to any disbursements and perfecting and effectiveness of the Operation Documents within the scope of the Refinancing Puma II, or any Financing Document (as defined in the CTA).

6. Matters and resolutions taken: Upon the analysis of the matters set out in the Agenda, the directors unanimously decided to:

  1. Approve the Refinancing of Project Puma II, in order to finance disbursements for the acquisition of paper machine for the production of "Paper Board" or "Kraft Paper" concerning phase one and two of Project Puma II (MP 27 and MP 28), in total amount not to exceed eight hundred million United States Dollars (US$ 800,000,000.00), which shall count on sustainability goals tied to the credit facility, in compliance with the following conditions, set out herein in a non-exhaustive manner: (1) six-month SOFR cost accrued of spread to be timely established; and (2) final deadline on October, 2032; to be formalized through the execution of the Operation Documents and other ancillary documents required for the implementation of Refinancing Puma II;
  2. Approve the payment, by the Company, of any and all pecuniary liabilities, including, but without limitation to, any commissions, charges, costs, expenses and fees related to and/or within the scope of the Operation Documents and/or any Financing Document (as defined in the CTA), including the liabilities connected with the contracting and structuring of the Operation Documents, including, but without limitation to, the structuring cost to the institutions to be contracted for the Refinancing Puma II; and
  3. Approve the delegation, to the C-level Officers and/or the attorneys-in-fact to the Company, of powers for the performance of all acts required for the achievement of the resolutions above and for the obtainment of any Financing Documents (as defined in the CTA) within the scope of the Refinancing Puma II, including, but without limitation to, (i) the negotiation of the terms and conditions of the documents to formalize the Operation Documents, including financial conditions, liabilities, and representations to be assumed or granted by the Company and/or its subsidiaries, within the scope of said documents; (ii) the contracting of contractors connected with the resolutions above, including, but without limitation to, legal counsels, depositary

3

bank, administrative agents and agent for the receiving of services of process, with authority, for that, to negotiate and sign the respective agreements; (iii) execution of the Operation Documents and other documents that shall formalize the Refinancing Puma II, under the Company's Bylaws, including, among others, the master agreement, fee letters, guarantee agreements, service agreements the item (ii) above refers to, any amendments to and/or consolidation of the documents above, as well as any other documents that shall be required for the obtainment, extension of guarantees and/or formalization of the Operation Documents, expressly ratifying all measures already taken and all acts already performed by the Company's Executive Board, whether directly or indirectly, through attorneys-in-fact, up to now, aimed at the concretization of the operation hereby approved.

7. Adjournment: Once there was nothing else to be addressed, the meeting was adjourned, from which these minutes were drawn up, which, upon read and approved, was signed by the attending Directors and the Secretary.

São Paulo, August 30, 2022.

Paulo Sergio Coutinho Galvão Filho - Chairman of the Meeting, Fábio Fernandes Medeiros

  • Secretary to the Meeting, Wolff Klabin, Amanda Klabin, Horacio Lafer Piva, Roberto Klabin Martins Xavier, Alberto Klabin, Celso Lafer, Roberto Luiz Leme Klabin, Camilo Marcantonio Junior, Sérgio Francisco Monteiro de Carvalho Guimarães, Francisco Lafer Pati, Vera Lafer, Mauro Rodrigues da Cunha, and Isabella Saboya de Albuquerque.
    __________________________________________________________________________
    I hereby certify that the text above is excerpt of the minutes of the Meeting of the Board of Directors held on August 30, 2022, drawn up on proper book.

Fábio Fernandes Medeiros

Secretary

4

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Klabin SA published this content on 31 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 August 2022 21:30:00 UTC.