Klabin S.A. Management Proposal and Manual for Shareholder's
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Klabin S.A. Av. Brig Faria Lima, 3600 04538-132 São Paulo – SP www.klabin.com.br _______________________________________________ Klabin S.A. Management Proposal and Manual for Shareholder’s Participation Annual General Meeting to be held on April 30, 2020 _____________________ March 27, 2020 _____________________ _______________________________________________ Klabin S.A. Av. Brig Faria Lima, 3600 04538-132 São Paulo – SP www.klabin.com.br SUMMARY MESSAGE FROM MANAGEMENT 03 GUIDELINES FOR PARTICIPATION IN THE ANNUAL GENERAL 04 MEETING CALL NOTICE 08 MANAGEMENT PROPOSAL 10 APPENDIX I TO MANAGEMENT PROPOSAL – COMMENTS FROM THE 15 COMPANY MANAGEMENT APPENDIX II TO MANAGEMENT’S PROPOSAL – NET INCOME 45 ALLOCATION FOR THE YEAR. APPENDIX III TO MANAGEMENT’S PROPOSAL – INDICATION OF FULL AND ALTERNATE MEMBERS FOR THE BOARD OF DIRECTOR AND FOR 54 THE FISCAL COUNCIL (INCLUDING INDEPENDENT) OF THE COMPANY APPENDIX IV TO MANAGEMENT’S PROPOSAL – MANAGEMENT’S AND FISCAL COUNCIL MEMBERS COMPENSATION PROPOSAL, AS 82 FORESEEN IN ARTICLE 12, I, OF THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION – CVM - INSTRUCTION 381 APPENDIX V TO MANAGEMENT’S PROPOSAL - MANAGEMENT’S COMPENSATION PROPOSAL, AS FORESEEN IN ARTICLE 12, II, OF THE 83 BRAZILIAN SECURITIES AND EXCHANGE COMMISSION – CVM - INSTRUCTION 381 Klabin S.A. Av. Brig Faria Lima, 3600 04538-132 São Paulo – SP www.klabin.com.br MESSAGE FROM MANAGEMENT Dear Shareholders, The management of Klabin SA (“Klabin” or “Company”), according to the Notice published on this date, invites you to participate in the Annual General Meeting to be held on April 30, 2020, at 2:30 PM, at the Company's headquarters (“ AGM ”), in order to resolve on the following agenda: (i) to receive the accounts from the Management, to examine, discuss and vote on the Management’s Report and the Financial Statements of the Company, accompanied by the Opinions issued by the Independent Auditors and the Fiscal Council, referring to the fiscal year ended on December 31, 2019; (ii) to resolve on the allocation of the results of the fiscal year ended on December 31, 2019; (iii) to establish the number of seats on the Board of Directors for the next term; (iv) to elect the members of the Board; (v) to elect the members of the Fiscal Council; and (vi) to establish the annual and global compensation for the management and Board members; and (vii) to establish the annual and global compensation for the Fiscal Council members. That said, in order to clearly and objectively transmit the necessary information for to shareholders to participate in the AGM and exercise their voting rights duly informed , the Company's management prepared this Management Proposal and Shareholders Participation Manual (“Manual ”), containing the guidelines and procedures that shareholders must observe to participate in the AGM, as well as the information and documents related to the proposal by the Company's Management for the deliberation on the items included in the Agenda. Under the terms of article 21-A of the Brazilian Securities and Exchange Commission – CVM - Instruction No. 481/09, Klabin will adopt the remote voting system. There are instructions for filling out and sending the Voting Ballot in the Voting Ballot itself and further ahead in this Manual. Management informs that the documents related to the matters in the agenda above accompany this Manual and are available at Klabin’s corporate head office, as well as at the websites of the Brazilian Securities and Exchange Commission (www.cvm.gov.br), at B3 – Brasil, Bolsa, Balcão (www.b3.com.br) and at the company’s website (http://ri.klabin.com.br). Sincerely, The Board of Directors Klabin S.A. Klabin S.A. Av. Brig Faria Lima, 3600 04538-132 São Paulo – SP www.klabin.com.br GUIDELINES FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING All shareholders holding common and preferred shares issued by the Company, including those held through Units, may participate in the AGM, if they prove, through the appropriate documentation, their identity and respective stake, pursuant to art. 15 of the Company's Bylaws and art. 126, of Law 6,404 / 76. In addition, shareholders may participate in the AGM (i) in person, appearing in person or through their legal representatives; or (ii) at distance, through the Remote Voting Ballot. As a consequence of the Coronavirus pandemic scenario (COVID 19), and the preventive measures adopted to contain its dissemination, aiming to facilitate the participation of shareholders in the AGM the Company will dispense the recognition of signature and the presentation of certified copies of the documents identity, proof of powers and also powers of attorney. We emphasize, however, that documents that are not plowed up in Portuguese must be accompanied by the respective translation. The following topics in this Manual describe the procedures that shareholders must follow and the documents they must present for their participation in the AGM. 1. Participation in person Those shareholders who choose to participate in the AGM in person, can do so in person or through a duly appointed legal representative, in the latter case, observing the instructions contained in item 1.1 below. Shareholders or their respective legal representatives must present, as individuals, legal entities or investment funds, the following documents to participate in the AGM: The shareholder’s identity document with photo. Individuals Last consolidated bylaws or social contract and corporate documents Legal that prove the legal representation of the shareholder. Entities Identity document with photo of the respective legal representatives. Last consolidated fund regulation (should the regulation not cover the fund's voting policy, also present the supplementary information form Investment or an equivalent document). Funds Administrator’s or manager’s bylaws or social contract, as the case may be, observing the fund's voting policy and corporate documents that prove the powers of representation. Klabin S.A. Av. Brig Faria Lima, 3600 04538-132 São Paulo – SP www.klabin.com.br Identity document with photo of the respective legal representatives. Additionally, for the purpose for proving ownership of the shares, pursuant to art. 15 of the Company's Bylaws, shareholders must present proof issued by the custodian institution or by the bookkeeping agent for Klabin's shares, depending on whether or not the shares are deposited with a central depository, issued no more than 3 (three) days prior to the date of the AGM. However, the shareholder who attends the AGM with proof of the respective shareholding issued by the bookkeeping institution up to the moment of the opening of the proceedings, may participate and, if he / she has such right, vote. 1.1. Proxy Voting Individual shareholders may be represented by a Proxy granted within less than 1 (one) year pursuant to article 126, paragraph 1 of Law 404/79, to either (i) a shareholder, (ii) a lawyer, (iii) a financial institution or (iv) a manager at the Company. The shareholder that is a legal entity or an investment fund, in turn, may be represented by an attorney-in-fact established in the manner provided for in the legal entity’s or investment fund’s respective bylaws, social contract or regulation, as the case may be, even if he is not (i) a shareholder, ( ii) a lawyer, (iii) a financial institution or (iv) a manager at the Company, in line with the Brazilian Securities and Exchange Commission’s – CVM - understanding on the subject. Granting of powers of attorney must be in writing on a physical instrument. 2. Distance voting The shareholder may also vote on the AGM by sending a distance voting ballot, in the following ways: (i) by sending instructions for completion of the distance voting ballot to its custodian agents, in the case of shareholders holding shares deposited in a central depository; or (ii) by sending instructions for completion of the distance voting ballot to the bookkeeping agent of the shares issued by the Company, Itaú Corretora de Valores S.A., for those shareholders holding shares deposited at the booking agent; or Klabin S.A. Av. Brig Faria Lima, 3600 04538-132 São Paulo – SP www.klabin.com.br (iii) by sending instructions for completion of the distance voting ballot directly to the Company. The distance voting ballot for AGM's participation is available at the electronic addresses of B3 SA - Brasil, Bolsa, Balcão (b3.com.br), the Brazilian Securities and Exchange Commission - CVM (cvm.gov.br) and Company (ir.klabin.com.br). (a) Sending through service providers. The shareholder who chooses to exercise his right to vote at a distance through service providers must transmit the instructions for completion of the distance voting ballot to his custody agent or to Klabin's shares bookkeeping institution, depending on whether his/her shares are deposited in central depositary, up to 7 (seven) days prior to the date of the AGM, that is, until April 23, 2020 (inclusive), unless the custodian establishes a different time period. Shareholders should contact the service provider who will receive instructions for completion of the distance voting ballot to verify the procedures established by him for the issue of voting instructions via voting ballot, as well as the documents and information required to do so. (b) Sending directly to Klabin. The shareholder who chooses to exercise his/her remote voting right by sending the remote voting ballot directly to the Company, must send a copy of identity documents and proof of the powers and ownership of his/her shares described in item 1 above, being necessary the respective translation, in case the document is not plowed in portuguese. The Company must receive the physical form of the remote voting ballot, accompanied by the respective documentation, in full order and in accordance with the provisions above, up to 7 (seven) days prior to the date of the AGM, that is, until April 23, 2020 (inclusive).