(b)Activities. MMC’s corporate purpose is: (a) the industrial or commercial exploitation, including importation, exportation, and distribution of (i) wet wipes for general cleaning; (ii) cleaning products, including disinfectants, soaps, and domestic sanitizing products; (iii) tissue papers, sanitary papers, and hygiene papers and their products and by-products, as well as other products sold alongside or complementary to them; of their raw materials, accessories, derivatives, and related products; and (iv) other sanitary and personal hygiene products, for consumer or industrial use; (b) the provision of services related to the corporate purpose; (c) the representation of other companies, national or foreign, on its own behalf or on behalf of third parties; and (d) participation in other companies as a partner, shareholder, or quota holder..
2.Description and Purpose of the transaction
The transaction consists of the merger of MMC into Suzano, under the terms and conditions set forth in the Protocol and Justification Instrument of the Merger, entered into by and between Suzano’s and MMC’ managements on September 28, 2023 (“Merger Agreement”).
As a result of the Merger, MMC will cease to exist and be succeeded by the Company in all its rights and obligations, in accordance with Section 227 of Law No. 6,404, of December 15, 1976, as amended (“Brazilian Corporate Law”). The Merger will not result in a capital increase of Suzano.
The Merger intend to allow for efficiency and synergy improvements stemming from the reduction of overall operational, logistical and administrative costs, as well as result in management optimization and simplification of the corporate structure.
3.Main benefits, costs and risks of the transaction
3.1.Main Benefits
As indicated in item 2 above, the Merger will enable efficiency and synergy improvements stemming from the reduction of overall operational, logistical and administrative costs, as well as result in management optimization and simplification of the corporate structure.
3.2.Costs
The Company estimates that the costs of carrying out the Merger are in the order of approximately two hundred thousand Brazilian reais (R$ 200,000.00), including expenses with publications, records, auditors, appraisers, lawyers and others professionals engaged to advise on the transaction.
3.3.Risks
The Merger does not represent an additional risk factor for the Company, and the information described in “Section 4 - Risk Factors” of the Company’s 2023 Reference Form (version 3) remains valid and current.