Annual report
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As filed with the Securities and Exchange Commission on April, 28, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2024 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) Federative Republic of Brazil (Jurisdiction of incorporation or organization) Av. Professor Magalhães Neto, 1,752 10th Floor, Rooms 1009, 1010 and 1011 Salvador, Brazil 41810-012 (Address of principal executive offices) Marcos Moreno Chagas Assumpção Chief Financial and Investor Relations Officer Telephone: +55 11 3503-9330 Email: ri@suzano.com.br Av. Brigadeiro Faria Lima, 1,355 - 7th Floor São Paulo, Brazil, 01452-919 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Trading Symbol Name of each exchange on which registered: Our common shares without par value* SUZB3/SUZ New York Stock Exchange* American Depositary Shares, or ADSs,** each representing one of our common shares SUZB3/SUZ New York Stock Exchange 4.000% Notes due 2025, issued by Suzano International Finance B.V. (successor to Fibria Overseas Finance Ltd.) FBR/25 New York Stock Exchange 5.500% Notes due 2027, issued by Suzano International Finance B.V. (successor to Fibria Overseas Finance Ltd.) FBR/27 New York Stock Exchange 6.000% Notes due 2029, issued by Suzano Austria GmbH SUZ/29 New York Stock Exchange 5.000% Notes due 2030, issued by Suzano Austria GmbH SUZ/30 New York Stock Exchange 3.750% Notes due 2031, issued by Suzano Austria GmbH SUZ/31 New York Stock Exchange 2.500% Notes due 2028, issued by Suzano Austria GmbH SUZ/28 New York Stock Exchange 3.125% Notes due 2032, issued by Suzano Austria GmbH SUZ/32 New York Stock Exchange * Not for trading purposes but only in connection with the registration on the New York Stock Exchange of American Depositary Shares representing those common shares. ** Evidenced by American Depositary Receipts, or ADRs. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of stock of Suzano S.A. as of December 31, 2024 was: 1,264,117,615 common shares, without par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes ☒ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filling reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
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Table of Contents TABLE OF CONTENTS
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Page FORWARD-LOOKING STATEMENTS 1 GLOSSARY OF CERTAIN TERMS USED IN THIS ANNUAL REPORT 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION 4 PART I 5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 A. Financial Data 5 Operational Data 5 Special Note Regarding Non-IFRS Financial Measures 5 B. Capitalization and Indebtedness 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7 Risks Relating to the Pulp and Paper Industry 8 Risks Relating to Our Company 14 Risks Relating to Brazil 22 Risks Relating to Our Shares and ADSs 24 ITEM 4. INFORMATION ON THE COMPANY 29 A. History and Development of the Company 29 B. Business Overview 30 Industry 30 Our Company 33 Seasonality 38 Raw Materials 39 Transportation 40 Port Operations 41 Marketing and Distribution 41 Competition 43 Environmental Matters 43 Brazilian Environmental Regulation 47 Insurance 48 Organizational Structure 49 Page Foreign Currency Impact in Our Operations 54 Pulp Segment 54 Paper Segment 55 Off-Balance Sheet Arrangements 55 A. Operating Results 56 Results of operations 56 Year ended December 31, 2022 compared to year ended December 31, 2021 56 B. Liquidity and Capital Resources 58 Sources and Uses of Funds 58 Operating Activities 59 Investing Activities 59 Financing Activities 60 Capital Expenditures 60 Indebtedness 60 Debt 60 Export Prepayment Agreements (EPPs) # Revolving Credit Facility (RCF) # Covenants 62 C. Research and development, patents and licenses, etc. 62 Research and Development 62 Intellectual Property 64 Trademarks 65 D. Trend Information 65 E. Critical Accounting Estimates 65 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 65 A. Directors and Senior Management 65 Board of Directors 65 Executive Officers 69 Fiscal Council 72 Audit Committee 74 B. Compensation 76 Phantom Shares Plan 78
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Property, Plant and Equipment 51 Eucalyptus Planted Forests 51 Plant Locations and Capacity 53 ITEM 4.A. UNRESOLVED STAFF COMMENTS 53 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 54 Overview 54 Share Appreciation Rights Plan 79 Maximum, Minimum and Average Individual Remuneration of our Board of Directors, Board of Executive Officers and Fiscal Council 79 Employee Compensation Policies 80 C. Board Practices 81 D. Employees 82 E. Share Ownership 82 F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation 82 i
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Table of Contents
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Page ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 82 A. Major Shareholders 82 Shareholders’ Agreements 83 B. Related-Party Transactions 84 Transactions with Suzano Holding S.A. 84 Other transactions 84 C. Interests of Experts and Counsel 84 ITEM 8. FINANCIAL INFORMATION 84 A. Consolidated Statements and Other Financial Information 84 Legal Proceedings 84 Tax Proceedings 85 Labor Proceedings 88 Civil, Land and Environmental Proceedings 88 Updates on Other Proceedings # Dividends 90 B. Significant Changes 92 ITEM 9. THE OFFER AND LISTING 92 A. Offer and Listing Details 92 B. Plan of Distribution 92 C. Markets 92 Trading on the São Paulo Stock Exchange 93 B3 Corporate Governance Standards 93 Significant Differences between our Corporate Governance Practices and NYSE Corporate Governance Standards 95 D. Selling Shareholders 95 E. Dilution 95 F. Expenses of the Issue 95 ITEM 10. ADDITIONAL INFORMATION 95 A. Share Capital 95 B. Memorandum and Articles of Association 96 Voting Rights 96 Shareholders’ Meetings 96 97 Page C. Material Contracts 101 Financing Agreements 101 D. Exchange Controls 101 E. Taxation 102 Brazilian Tax Considerations 102 U.S. Federal Income Tax Considerations 106 Treatment of our ADSs for U.S. Federal Income Tax Purposes 106 Taxation of Dividends 107 Taxation of Dispositions of our Shares or ADSs 108 Passive Foreign Investment Company Status 109 Foreign Financial Asset Reporting 110 Backup Withholding and Information Reporting 110 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 111 Exchange Rate Risk 111 Sensitivity Analysis – Foreign Exchange Exposure 111 Commodity Price Risk 111 Sensitivity Analysis – Exposure to Commodity Prices 112 Derivatives by Contract Type 112 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 112 PART II 113 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 113 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 113 ITEM 15. CONTROLS AND PROCEDURES 113 ITEM 16. A. AUDIT COMMITTEE FINANCIAL EXPERT 114 ITEM 16. B. CODE OF ETHICS 114 ITEM 16. C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 114 Audit Fees 115 Tax Fees 115 Pre-Approval Policies and Procedures 115 ITEM 16. D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 115 ITEM 16. F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 119 ITEM 16. G. CORPORATE GOVERNANCE 119
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Dividends Acquisition of a Relevant Interest 97 Disclosure of Significant Interest 98 Sale of Control 98 Delisting from the Novo Mercado 98 Delisting as Publicly-Held Company 99 Preemptive Rights 99 Right of Withdrawal 100 Arbitration 101 Significant Differences between our Corporate Governance Practices and NYSE Corporate Governance Standards 119 Majority of Independent Directors 120 Executive Sessions 120 ii
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Table of Contents Page Nominating/Corporate Governance Committee 120 Compensation Committee 121 Audit Committee 121 Shareholder Approval of Equity Compensation Plans 121 Corporate Governance Guidelines 121 Code of Business Conduct and Ethics 122 Internal Audit Function 122 ITEM 16. H. MINE SAFETY DISCLOSURE 122 ITEM 16. I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 122 ITEM 16.J. INSIDER TRADING POLICIES 122 ITEM 16.K. CYBERSECURITY 122 PART III 125 ITEM 17. FINANCIAL STATEMENTS 125 ITEM 18. FINANCIAL STATEMENTS 125 ITEM 19. EXHIBITS 125 SIGNATURES 126 iii
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Table of Contents FORWARD-LOOKING STATEMENTS This annual report includes forward-looking statements, mainly in “Item 3. Key Information — D. Risk Factors,” “Item 4. Information on the Company — Business Overview” and “Item 5. Operating and Financial Review and Prospects.” We have based these forward-looking statements largely on our current expectations about future events and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions, including among other things: • our management and future operation; • the implementation of our main operational strategies, including our potential participation in acquisitions, joint venture transactions or other investment opportunities; • general economic, political and business conditions, both in Brazil and in our principal export markets; • industry trends and the general level of demand for, and change in the market prices of, our products; • existing and future governmental regulation, including tax, labor, pension and environmental laws and regulations and import tariffs in the United States, in Brazil and in other markets in which we operate or to which we export our products; • the competitive nature of the industries in which we operate; • our level of capitalization, including the levels of our indebtedness and overall leverage; • the cost and availability of financing; • our compliance with the covenants contained in the instruments governing our indebtedness; • the implementation of our financing strategy and capital expenditure plans; • the impact of the ongoing wars in Ukraine and in the Middle East, the ongoing economic sanctions imposed on Russia and their impact on the global economy, and tensions between China and Taiwan and the global security concerns and market volatility which are highly uncertain and difficult to predict; • changes in global market conditions, impacting demand and pricing stability, including uncertainties related to global trade as a result of the imposition of tariffs by the United States in current administration; • inflation and fluctuations in currency exchange rates, including the Brazilian real and the U.S. dollar; • legal and administrative proceedings to which we are or may become a party; • the volatility of the prices of the raw materials we sell or purchase to use in our business; • our ability to comply with our ESG targets and commitments; • the implementation of new technologies to mitigate operational risks; • other statements included in this annual report that are not historical; and • other factors or trends affecting our financial condition or results of operations, including those factors identified or discussed in “Item 3. Key Information — D. Risk Factors.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “should,” “would,” “will,” “understand” and similar words are intended to identify forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise. In light of these risks and uncertainties, forward-looking information, events and circumstances discussed in this annual report might not occur and are not guarantees of future performance. Our actual results and performance may differ substantially from the forward- looking statements included in this annual report. 1
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Table of Contents GLOSSARY OF CERTAIN TERMS USED IN THIS ANNUAL REPORT Herein, “Suzano”, the “Company”, “we”, “us” and “our” refer to Suzano and its consolidated subsidiaries, unless the context otherwise requires. References to “Fibria” refer to former “Fibria Celulose S.A.”. All references herein to the “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “U.S. dollars,” “dollars” or “US$” are to United States dollars, the official currency of the United States. ABTCP Brazilian Technical Association of Paper and Pulp, or Associação Brasileira Técnica de Papel e Celulose ADR American Depositary Receipts. ADS American Depositary Shares. ANTAQ Brazilian regulatory agency regulating aquatic transportation, or Agência Nacional de Transportes Aquaviários. B3 B3 S.A. – Brasil, Bolsa, Balcão, the São Paulo Stock Exchange. BNDES The Brazilian Development Bank, or Banco Nacional de Desenvolvimento Econômico e Social. BNDESPAR BNDES Participações S.A. Brazilian Corporation Law Brazilian Law No. 6,404/76, as amended. CADE Brazilian antitrust authority, or Conselho Administrativo de Defesa Econômica. CDI Interbank deposit certificate, or Certificado de depósito interbancário COFINS Contribution for the Financing of Social Security, or Contribuição para o Financiamento da Seguridade Social. CMN National Monetary Council, or Conselho Monetário Nacional CONFAZ National Board of Financial Policy, or Conselho Nacional de Política Fazendária. CSLL Social Contribution on Net Income, or Contribuição Social Sobre o Lucro Líquido. CVM Brazilian Securities Commission, or Comissão de Valores Mobiliários. EMAP Maranhão Port Administration Company, or Empresa Maranhense de Administração Portuária Exchange Act U.S. Securities Exchange Act of 1934, as amended. FGTS Government Severance Indemnity Fund for Employees, or Fundo de Garantia do Tempo de Serviço. GHG Greenhouse gas. IBÁ Brazilian Tree Industry, or Indústria Brasileira de Árvores. IBAMA Brazilian Federal Environmental Agency, or Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis. ICMS Tax on Sale of Goods and Services, or Imposto sobre Circulação de Mercadorias e Serviços. IFC International Finance Corporation. INCRA Brazilian Institute for Land Reform, or Instituto Nacional de Colonização e Reforma Agrária. 2
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Table of Contents INPI National Industrial Property Institute, or Instituto Nacional da Propriedade Industrial. INSS Social Security Contributions, or Instituto Nacional do Seguro Social. IPCA Inflation Rate Index for Consumer Goods, or Índice Nacional de Preços ao Consumidor Amplo. IPI Tax on Manufactured Products, or Imposto sobre Produtos Industrializados. IRPJ Corporate Income Taxes, or Imposto de Renda Pessoa Jurídica. ISS Tax on Services, or Imposto Sobre Serviços. LGPD Personal Data Protection Law, or Lei Geral de Proteção de Dados Pessoais MAI Mean annual increment MAICel Mean annual increment of pulp per hectar per year PFIC Passive foreign investment company PIS Social Integration Program, or Programa de Integração Social. PPPC Pulp and Paper Products Council. RFB Brazilian Internal Revenue Service, or Receita Federal do Brasil. Securities Act U.S. Securities Act of 1933, as amended. SUDENE Superintendence for Development of the Northeast, or Superintendência do Desenvolvimento do Nordeste. TJLP Brazilian Long-Term Interest Rate, or Taxa de Juros de Longo Prazo. 3
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Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION We have prepared our consolidated financial statements as of December 31, 2024 and 2023, and for each of the three years ended December 31, 2024 included herein (our audited consolidated financial statements), in compliance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). The selected financial information should be read together with our audited consolidated financial statements, including the notes thereto. Our functional currency and that of all our subsidiaries is the real, which is also the currency used for the preparation and presentation of our consolidated financial statements, except for Suzano Packaging and investments in associates abroad related to Ensyn Corporation, F&E Technologies LLC, Celluforce, Woodspin OY and Spinnova OY. See note 3.2.5. of our audited consolidated financial statements, included in this Annual Report. We make statements in this annual report about our competitive position and our market share in, and the market size of, the market pulp and paper industry. We have made these statements on the basis of statistics and other information from third- party sources that we believe are reliable. The financial information and certain other information presented in a number of tables in this annual report have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this annual report reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based on the rounded numbers. 4
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Table of Contents PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION A. Financial Data For a discussion of our financial and operating data as of and for the years ended December 31, 2024 and 2023, see “Item 5. Operating and Financial Review and Prospects.” For a discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Results of Operations— Year ended December 31, 2023 Compared to Year Ended December 31, 2022” of our annual report on Form 20-F for the year ended December 31, 2023. Operational Data As at and for the year ended December 31, 2024 2023 2022 Number of employees 23,980 20,907 18,543 Nominal production capacity (millions of tons) Pulp 13.44 10.90 10.90 Paper 1.95 1.53 1.53 Sales volumes (thousand metric tons) Domestic market pulp 696,971 700,823 751,212 Export market pulp 10,167,658 9,514,617 9,848,441 Total market pulp 10,864,629 10,215,440 10,599,653 Sales volumes (thousand metric tons) Domestic market paper 1,003,346 923,512 951,276 Export market paper 432,456 367,785 354,788 Total market paper 1,435,802 1,291,297 1,306,064 Total sales volumes market paper and pulp 12,300,431 11,506,737 11,905,717 Special Note Regarding Non-IFRS Financial Measures Our management uses certain non-IFRS measures as an additional measure of operational performance of our business. A non-IFRS financial measure is any financial measure that is presented other than in accordance with all relevant IFRS Accounting Standards. We disclose our EBITDA and Adjusted EBITDA in this annual report, which are considered to be non- IFRS financial measures. EBITDA is calculated as Net income (loss) plus Net financial result, Income and social contribution taxes, and Depreciation, amortization and depletion. Our Adjusted EBITDA is defined as EBITDA as further adjusted to add or exclude the following items, as specifically indicated in the table further below: 5
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Table of Contents (i) Exceptional adjustments, such as penalties for termination of a specific barge contract with Norsul; and (ii) Other non-cash adjustments or specific adjustments that by their nature and scope, do not reflect our operational performance for the specific period, in our management’s view. This includes (a) Fair Value Update - Biological Asset, (b) results from sale and disposal of property, plant and equipment and biological assets, (c) Accrual (reversal) of losses on ICMS credits, and (d) other items indicated in the table below. The non-IFRS financial measures described in this annual report are not a substitute for the IFRS Accounting Standards measures of net income or other performance measures. Our management believes that disclosure of our EBITDA and Adjusted EBITDA provide useful information to investors, financial analysts and the public in their review of our operating performance and their comparison of our operating performance to the operating performance of other companies in the same industry and other industries. For example, interest expense is dependent on the capital structure and credit rating of a company. However, debt levels, credit ratings and, therefore, the impact of interest expense on earnings vary significantly between companies. Similarly, the tax positions of individual companies can vary because of their differing abilities to take advantage of tax benefits and the differing jurisdictions in which they transact business. Finally, companies differ in the age and method of acquisition of productive assets, and thus the relative costs of those assets, as well as in the depreciation method (straight-line, accelerated or units of production), which can result in considerable variation in depreciation and amortization expenses between companies. Therefore, for comparison purposes, our management believes that our EBITDA and Adjusted EBITDA are useful measures of operating profitability because they exclude these elements of earnings that do not provide information about the current operations of existing assets. Other companies may calculate EBITDA and Adjusted EBITDA differently, and therefore our presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies. Each of these non-IFRS financial measures are important measures to assess our financial and operating performance. We believe that the disclosure of EBITDA and Adjusted EBITDA provides useful supplemental information to investors and financial analysts in their review of our operating performance and in the comparison of such operating performance to the operating performance of other companies in the same industry or in other industries that have different capital structures, debt levels and/or income tax rates. The presentation of non-IFRS financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with IFRS Accounting Standards. 6
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Table of Contents See below for a reconciliation of our net income (loss) to EBITDA and Adjusted EBITDA. Adjusted EBITDA (R$ million) 2024 2023 EBITDA Reconciliation Net income (loss) (7,044.7) 14,106.4 (+/–) Net financial result 28,802.1 (5,780.9) (+/–) Income and social contribution taxes (6,066.3) 3,890.8 (+) Depreciation, amortization and depletion 9,224.0 7,321.1 EBITDA 24,915.1 19,537.4 Fair value adjustment of biological assets (1,431.5) (1,989.8) Result from sale and disposal of property, plant and equipment and biological assets 169.3 232.1 Provision for loss of ICMS credits, net 130.7 348.6 Income from associates and joint ventures - Biomas, Ensyn, F&E, Ibema, Spinnova and Woodspin 13.8 19.4 Donations for catastrophes and pandemics 0.4 — Expenses on Asset Acquisition, Business Combinations and Investments 34.1 25.2 Penalties for termination of the barge contract with Norsul — 49.7 Tax credits - Exclusion of ICMS in the PIS and COFINS calculation base (0.3) 15.1 Termination of packaging subsidiary 1.2 9.0 Write-off of the development contract advance program 4.4 3.3 Write-off of wood inventory 11.9 23.0 Adjusted EBITDA 23,849.2 18,273.0 (1) Non-cash adjustments. (2) Exceptional: Disbursements made for carrying out social actions implemented by the Company, primarily including donations of essential materials and administrative materials, intended for the victims of the disaster in the state of Rio Grande do Sul. (3) Specific adjustments relating to administrative expenses related to asset acquisitions, business combinations and investments. In 2024, these expenditures were mostly from Lenzing and Pactiv, covering costs with consultancy, advisory services, and other expenses associated with the integration and structuring of the acquisitions. (4) Exceptional: Refers to the penalties for contractual termination of a specific barge agreement. (5) Specific adjustment for losses or gains on realization (write-off of sale, scrap, loss, decommissioning, dismantling or property, plant and equipment inventory adjustment) of fixed, intangible and biological assets whose economic benefits may no longer be obtained or that do not relate to the core business of the Company. (6) Specific adjustment for the total PIS and COFINS tax credits to be recovered recognized by the Company, following a decision by the Federal Supreme Court (STF) regarding the exclusion of ICMS (ICMS) of the PIS and COFINS calculation base. These amounts refer to tax credits for amounts paid in prior fiscal years. (7) Specific adjustment for the termination of a packaging subsidiary. B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors We are subject to various risks and uncertainties resulting from changing competitive, economic, political, environmental and social conditions that could harm our business, results of operations or financial condition. The risks described below, although not being the only ones we face are the most important ones according to our ability to identify material risks. Other risks that we presently believe are not material could also adversely affect us. (1) (5) (1) (1) (2) (3) (4) (6) (7) (1) (1) 7
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Table of Contents Risks Relating to the Pulp and Paper Industry Our products’ prices are greatly affected by international market prices, which vary depending on a number of factors that are beyond our control and could adversely affect our results of operations and financial conditions and our ability to operate our plants in an economically viable manner. Pulp markets are typically cyclical, and our pulp prices follow international market prices, which are determined by supply and demand, global pulp production capacity and global economic conditions. Such prices can also be affected by exchange rate fluctuations between the currencies of main producing and consuming countries, movement of inventories, diverging price expectations, business strategies adopted by other producers and availability of substitutes for our products, among others. All of these factors are beyond our control and may have a significant impact on the prices for pulp and, consequently, on our operational margins, profitability and Return On Invested Capital (ROIC). Fluctuations in pulp price may lead us to adopt changes in our commercial strategy or production, which also may adversely affect our financial condition and results of operation. Paper prices are also determined by supply and demand conditions in the markets in which they are sold, and are affected by various factors, including the fluctuation in pulp prices and the specific characteristics of the markets in which we operate. We cannot assure that pulp and paper market prices and demand for our products will remain favorable to us, and any adverse price or demand fluctuations, which may occur rapidly in our markets, could adversely affect our results of operations and financial conditions and our ability to operate our plants in an economically viable manner. We are highly dependent on our planted forest areas for the supply of wood, which is essential to our production processes, and any damage to our forest areas or impact on prices of land we seek to purchase for our forests may adversely affect us. Most of the wood used in our production processes is supplied by our own forestry operations, which include planted forest areas located in close proximity to our production facilities. The wood market in Brazil is very regional and limited in wood availability, as most pulp and paper producers are integrated and utilize wood grown in their own planted forests to meet their wood requirements. Our planted forests are subject to natural threats, such as drought, fire, pests and diseases, which may reduce our supply of wood or increase the price of wood we acquire. Our planted areas are also subject to other threats, considering their wide territorial coverage and proximity to a significant number of neighbors and local communities, including loss of possession due to social unrest or squatter invasion, land title disputes, wood theft, or arson, which may result in real damage to our planting and transit areas and may adversely affect our results. In addition, the physical effects of climate change may materially and adversely affect our operations, for example by changing air temperature and water levels, and subjecting us to unusual or different weather-related risks. Any climate changes that negatively affect the favorable climate conditions in Brazil may adversely affect the growth rate and quality of our plantations, or our production costs. Although we cannot predict the impact of changing global climate conditions, any such occurrences may increase our liabilities and capital expenditures and adversely affect our business, financial condition and results of operations. Additionally, in acquiring land for our timber plantations, we compete with other crops, as well as with cattle breeders, which could ultimately raise land prices or make it more difficult for us to contract independent third parties to cultivate eucalyptus. Drought in some regions of Brazil, resulting in water scarcity and related rationing, may adversely affect our business and results of operations. In Brazil, some regions might have drought conditions during some seasons of the year, which could result in acute shortages of water and implementation of rationing to restrict usage. Some of our units are located in the affected areas and we cannot assure that our processes for efficient use of water and contingency plans will be able to avoid impacts from severe droughts or governmental measures to address drought conditions on our units’ operations, which could have an adverse effect on our business and results of operations. 8
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Table of Contents We face significant operational risks that can result in the shutdown of our operations, which may adversely affect our financial condition and results of operations. We face operational risks that may result in partial or temporary suspension of our operations and in loss of production. Such outages may be caused by factors associated with equipment failure, information system disruptions or failures (including due to cyber-attacks), accidents, fires, strikes, invasions, acts of war, armed conflicts, weather, exposure to natural disasters, regional water crisis, electricity power outages and chemical product spills, accidents involving water reservoirs, landfills, revocation of licenses, labor restrictions by pandemics, among other operational and environmental hazards. The occurrence of these events may, among other impacts, result in serious damage to our property, assets and reputation, liability for damages to the environment and third parties, a decrease in production or an increase in production costs, any of which may adversely affect our financial condition and results of operations. Increasing geopolitical tensions and hostilities in connection with the ongoing conflicts in Ukraine and in the Middle East, and tensions between China and Taiwan and the global security concerns and market volatility and the trade and monetary sanctions that have been imposed in connection with those developments, have affected, and could affect, worldwide markets, cause turmoil in the global financial system and negatively impact our operations. Certain of our assets, notably biological assets measured at fair value, property, plant and equipment and intangible assets, may be impacted by climate events. Effects of climate change, such as rising temperatures, scarcity of water resources, fires and impacts arising from the greater presence and resistance of pests and other forest diseases favored by the gradual increase in temperature, as well as other adverse weather events, may impact the determination of fair value of biological assets, cause the loss of biological assets, reduce productivity or event result in interruptions of our production. In addition, regulatory and legal changes related to a transition to a low-carbon economy and/or with greater biodiversity might impose additional costs and create greater risk of litigation and/or commercial restrictions to our business. During the normal course of our business, we depend on the continuous availability of logistics and transportation networks, including roads, railways, warehouses and ports, among others. Such operations may be disrupted by factors beyond our control, such as social movements, geopolitical conflicts, natural disasters, electricity shortages strikes and shutdowns (such as, for instance, trucker strikes). Any interruption in the supply of inputs for the operation of our industrial and forestry units or in the delivery of our finished products to clients could cause a material adverse impact on our results of operations. We have entered into contracts with third parties to provide transportation and logistics services. The early termination of these contracts or our inability to renew them or negotiate new contracts with other service providers with similar conditions could adversely affect our financial and operating condition. In addition, most of our suppliers of transportation operate under concessions granted by the Brazilian government. The loss or non- renewal of such concessions without timely replacement for new concessions to third parties that can continue the services provided and willing to do so on similar terms as the previous service providers may also adversely affect our results of operations and financial condition. Additionally, we are subject to quality control risks associated with our products, which may affect our consumer market and customers. In this sense, we note that our products have several properties that influence the processes of our customers, as well as the quality of the products they produce. Accordingly, we are also subject to any potential claims relating to the quality of our products, which may have a material adverse effect on our results of operations and financial condition. We depend on third-party suppliers and service providers for a significant portion of our wood, other essential raw materials and certain critical services. 9
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Table of Contents Our wood resources are not sufficient to satisfy our production needs, and accordingly we seek additional wood supply from third parties through agreements to purchase standing forests or for purchases of wood delivered to our factories. Medium and long-term supply agreements with wood suppliers may vary between one to three forest cycles, each cycle lasting approximately seven years. Lease agreements or forest partnerships have an average term of 14 years. Wood price conditions are subject to cyclical and circumstantial variations of wood demand in the different regions where we operate. A material failure to obtain wood from third party suppliers or a material interruption in our current supply arrangements may result in a significant reduction in available wood for processing at our plants, which may adversely affect our production and, accordingly, our results of operations and financial condition. In addition, we have few sources for certain raw materials and services that are essential for the production of pulp and paper, including fuel oil, bleached chemothermomechanical pulp, peroxide, caustic soda, natural gas and third-party industry technology (maintenance). We enter into medium and long-term supply agreements with such suppliers or service providers. Any significant reduction in the supply or increase in prices, on behalf of the relevant supplier or service provider, of any of these raw materials or services, as well as our inability to maintain the relationship or find suitable substitutes for these suppliers or service providers, could adversely affect our products’ mix, margin or availability and, consequently, our results of operations. We cannot guarantee that our supplies and service providers will comply with all applicable laws and regulations relating to working conditions, sustainability, production chain assurance and appropriate safety conditions. Brazilian law may impose liability on us for improper practices of our supplies and service providers. If our suppliers or service providers engage in improper business practices (particularly improper or illegal environmental or labor practices), our business, results of operations and reputation may be adversely affected. Investments by us or our competitors to enhance pulp and paper production capacity in the future may adversely affect the market price for our products. New capacity projects developed by us or our competitors may create an imbalance between supply and demand of pulp and paper, which may cause a reduction in pulp and paper prices. Investments in new capacity may have a negative impact on pulp and paper prices and, consequently, on our financial condition or results of operations. We face significant competition in some of our lines of business, which may adversely affect our market share in the pulp and paper industries and our profitability. The pulp and paper markets are extremely competitive. We face substantial competition in both domestic and international markets from a large number of companies, some of which have extensive access to financial resources and low capital costs. In the domestic market, we face competition from national products, produced by companies of Brazilian and international groups, and imported products. In the international market, we compete against companies with large production and distribution capacities, significant consumer base and great variety of products. In addition, the oversupply of coated paper and paperboard in the world market, the antidumping measures adopted in other countries and the use of imported coated paper for alternative purposes, especially during periods of prolonged appreciation of the real against the U.S. dollar, may increase competition in Brazil from producers of imported paper. If the Brazilian federal government were to decrease import taxes, or in the event of sustained appreciation of the real against the U.S. dollar, competition in Brazil from international producers may increase. The occurrence or continuation of any of the foregoing events could adversely affect us. 10
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Table of Contents Additionally, the pulp and paper markets are served by numerous companies located in different countries. If we are unable to remain competitive against these producers in the future, our market share may be adversely affected. Other companies operating in the same segments may compete with us for acquisition and alliance opportunities. Strategic acquisitions or alliances by our competitors could affect our ability to enter into or consummate acquisitions and alliances that are necessary to expand our business. We may also face elevated costs associated with restructuring and financing in relation to acquisitions or strategic partnerships in comparison to our competitor companies. Companies that are better positioned to enter into acquisitions or alliances may benefit from preferable production costs, which may affect our competitiveness and market share. Other factors affecting our ability to compete include the entry of new competitors into the markets we serve, increased competition from overseas producers, our competitors’ pricing strategies, the introduction by our competitors of new technologies and equipment, our ability to anticipate and respond to changing customer preferences and our ability to maintain the cost- efficiency of our facilities. In addition, changes within these industries, including the consolidation of our competitors and our customers, may impact competitive dynamics. Periods of limited or unavailable financing may increase our financial costs and restrict the terms or availability of market funding, potentially adversely impacting our operations. Brazilian paper and pulp companies have made significant investments overtime in order to compete more efficiently and on a larger scale in the international market. This trend has enhanced the need for resources and diversification of financing sources among national and foreign financial institutions. In this context, we depend on third-party capital to conduct our business, by means of financing transactions to support our investments and working capital. We cannot assure that our current sources of funds will be sufficient or that they will remain available to meet our capital needs, which may require us to seek additional funds in the financial and capital markets. In liquidity restriction periods, such as the ones of 2008 and 2009 that occurred due to the international financial crisis, credit lines may become excessively short, expensive or even unavailable. Under these circumstances, there is a higher risk of not achieving success in financing and refinancing transactions, meaning that there is a higher possibility of failure in obtaining financing in the market in order to pay down existing indebtedness, as well as a higher risk of raising these funds at an elevated cost or subject to posting collateral, which may adversely affect our results of operations or financial condition. More stringent environmental regulations could increase our expenditures and noncompliance with such regulation may result in administrative, civil and criminal liability, which may adversely affect us, our results of operations or financial condition. Our activities are subject to extensive environmental regulation, including in relation to gas emissions, liquid effluents and solid waste management, reforestation and odor control, as well as maintenance of Land Reserve (Reserva Legal) and Permanent Preservation Areas (Área de Preservação Permanente). Our industrial and forestry activities also require periodic renewal of environmental permits. Environmental standards that are applicable to us are issued at the federal, state and municipal levels, and changes in the laws, rules, policies or procedures adopted in the enforcement of the current laws may adversely affect us. In Brazil, violations of environmental laws, regulations and authorizations could result in administrative, civil or criminal penalties for us, our management and our employees, including fines, imprisonment, interruption of our activities and dissolution of our corporate entity. Governmental agencies or other competent authorities may provide new rules or additional regulations even stricter than the ones in force, or they may pursue a stricter interpretation of the existing laws and regulations, which could require us to invest additional resources in environmental compliance or to restrict our ability to operate as currently done. Additionally, noncompliance with or a violation of any such laws and regulations could result in the revocation of our licenses and suspension of our activities or in our liability for environmental remediation costs, which could be substantial. Moreover, failure to comply with environmental laws and regulations could restrict our ability to obtain financing from financial institutions. 11
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Table of Contents In December 2015, several countries (including Brazil) signed the Paris Agreement, a global environmental agreement adopting the Intended Nationally Determined Contributions, or INDCs, as the measures taken to reduce its emissions after 2020. The INDC that applies to Brazil provides for an increase in the share of sustainable biofuels and other sources of renewable energy in the Brazilian national energy mix, as well as zero deforestation, reforestation, forest restoration and enhancement of the native forest management. Considering the amplitude of the operation, we may be materially affected by more restrictive national or foreign environmental laws and regulations related to greenhouse gases and climate change, to the extent that such new laws or regulations may cause an increase in capital expenditures and investments to comply with such laws, and indirectly, by changes in prices for transportation, energy and other inputs. Both the regulations related to climate change and the changes in existing regulations, as well as the physical effects of climate change generally, could result in increased liabilities and capital expenditures, all of which could have a material adverse effect on our business and results of operations. Failure to obtain, timely renew or maintain permits, licenses and concessions, grants and registrations necessary to develop our activities, as well as any cancellation thereof, could adversely affect our operations. Our operations depend on the issuance of permits, licenses, concessions, grants and registrations from numerous federal, state and municipal agencies. In addition, obtaining licenses for certain activities, in which significant environmental impacts are expected, requires investments in conservation and/or recovery to compensate such impacts. We have permits, licenses, concessions, grants and registrations necessary to operate our factories, which usually have predetermined validity. In order to renew them, we must periodically report our compliance to the standards required by government agencies. The expansion of our operations and/or changes in the current regulation may cause us to request for new permits, licenses, concessions, grants and registrations along with government authorities, and we cannot guarantee that we will be able to obtain them in a timely manner. The failure to obtain such permits, licenses, concessions, grants and registrations, or to obtain them in a timely manner, may delay the implementation of new activities, in addition to increase costs, and financial fines or sentences for payment of compensation. In case we fail to obtain, timely renew or have our authorizations, licenses, grants or registrations cancelled, or fail to comply with environmental legislation, our financial and operational results and our reputation may be adversely affected. In addition, non-compliance with applicable environmental legislation may result in partial or total shutdowns of our operational activities, which may also adversely affect our financial position and reputation. Global or regional economic conditions and events may adversely affect the demand for and the price of our products. Demand for pulp and paper is directly related to the growth of the world economy and economic conditions. Currently, Europe, China and North America are the main consumer markets of the industry. Fluctuations in the value of local currency versus the U.S. dollar, downturns in economic activity, nationalization or any change in social, political or labor conditions in any of these countries or regions impacting matters such as sustainability, environmental regulations and trade policies and agreements, could negatively affect our financial results. Any slowing of economic growth in Europe, China and North America could adversely affect the price and volume of our exports and thus impact our operating performance. According to market statistics (PPPC), Chinese demand represented 39% of the global market pulp demand in 2024 and 42% in 2023 (compared to 35% in 2022 and 36% in 2021), and this demand has increased at a compound annual growth rate of 6.9% since 2010, above the global average of 2.2%. 12
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Table of Contents The outbreak of communicable diseases worldwide may lead to increased volatility in the global capital markets, impacting the trading market for the securities issued by us. Outbreaks or potential outbreaks of diseases may have an adverse effect on global capital markets (including the capital markets in which our securities are traded), on the global economy (including the Brazilian economy) and on the price of our shares. Historically, pandemics, as well as regional or global epidemics and outbreaks, have affected sectors of the economy in countries where these diseases have spread, adversely impacting global commercial activity and contributing to significant volatility in the market. In light of our activities in the foreign market, such events or potential reactions and mandates from government authorities could cause disruption of regional and global supply chains and economic activity, including significant volatility in demand, which could adversely affect our operations and financial results. Prolonged closures, stoppages and shutdowns, if continuing, may disrupt our operations and the operations of our suppliers, service providers and customers and could materially, adversely affect our revenues, financial condition, profitability, and cash flows. Further, additional waves of outbreaks — including new variants that are more or less aggressive and contagious — may occur, and the intensity of the economic slowdown resulting from actions taken or to be taken by government authorities in response to the pandemic are unpredictable, especially considering that both the severity of the disease and the action plan of local authorities will depend on various unknown factors. Our exports are subject to special risks that may adversely affect our business. We export to different regions of the world, which makes us subject to special political and regulatory risks, including currency controls in countries where we have payments receivable, possible formal or informal trade barriers and incentive policies and subsidies favoring local producers in many regions. Thus, our future financial performance will depend on the economic, political, environmental and social conditions of our main export markets (Europe, Asia and North America). As a result, factors that are beyond our control include: • imposition of barriers to trade by certain countries to limit the access of Brazilian companies to their markets or even to subsidize local producers, particularly with respect to paper products, or the granting of commercial incentives in favor of local producers; • changes in economic policies and/or conditions of the countries to which we export, which may affect our export capacity and, consequently, our business and operating results; • logistics costs, including disruptions in shipping or reduced availability of freight transportation; • significant fluctuations in global demand for pulp products, which could impact our sales, operating income and cash flows; • the deterioration of global economic conditions, which could impair the financial condition of some of our customers or foreign suppliers, thereby increasing bad debts or non-performance by our foreign suppliers, as well as increasing our costs for financing and refinancing; • changes in revenues due to variations in foreign currency exchange rates; • controls on currency exchange; and • adverse consequences deriving from the need to comply with more stringent regulatory requirements in foreign countries, including environmental rules, regulations and certification requirements. 13
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Table of Contents Risks Relating to Our Company Failure to meet our stakeholders’ expectations regarding ESG matters may and expose us to various risks. There is an increasing focus of our customers, investors, regulators and other key stakeholders on environmental, social and corporate governance (ESG) matters. New regulations and standards have been approved in multiple jurisdictions and investors have been imposing specific requirements. Regulatory and industry standards and expectations from global forums and stakeholders relating to ESG matters, including with respect to internal controls, assumptions and estimates, are still evolving. As these standards and expectations evolve, our previously acceptable practices may become outdated. This results in increased expenses and increased management time and attention dedicated to ESG-related requirements. If our practices and policies fail to meet our key stakeholders’ expectations in respect of ESG matters, our revenue, ability access to capital and our reputation may be adversely impacted. We have publicly shared our ESG initiatives and goals, which makes us subject to enhanced scrutiny from our investors, regulators and the public in general. A number of risks and factors may prevent us from achieving these goals, including our ability to meet the key performance indicators required by our debt instruments with ESG targets. Our failure to make progress in these areas on a timely basis, or revisions of our initiatives and goals, could adversely affect our financial condition and operations. At the same time, stakeholder expectations are not uniform, including the recent growing “anti-ESG” sentiment in some regions. Through ESG and/or anti- ESG expectations could result in us facing additional compliance obligations, becoming the subject of investigations or litigation and could adversely affect our financial condition and operations. Navigating varying expectations of policymakers and other stakeholders demand internal and external engagement from management and has inherent costs and uncertainties, and any failure to successfully do so may expose us to negative publicity, shareholder activism, and litigation or other engagement from pro- and anti-ESG/DEI stakeholders, exposing us to reputational harm with our existing and prospective customers, employees and third parties with which we do business and could adversely affect our employee retention, brand and reputation. We may not be able to successfully implement our strategy relating to acquisitions, joint ventures or similar transactions or manage risks derived from these transactions. As part of our business strategy, we may enter into mergers, acquisitions and divestment from time to time. We may not be able to identify targets for our acquisition strategy or to successfully implement our divestment strategy, to successfully negotiate or close our merger and acquisition transactions, including by not receiving required regulatory approval in Brazil or abroad, or our newly acquired assets and facilities may not meet our financial, operational or performance expectations, which may adversely impact our business strategy and the trading price of our securities. We enter from time to time into strategic alliances, joint ventures, divestitures and other strategic partnerships in Brazil or other countries. Conflicts and disagreements with our partners or counterparties, unexpected events or changes in market conditions or failure to manage strategic alliances could adversely affect our results of operations and financial condition or prevent us from realizing expected gains of these acquisitions or alliances. In addition, some of our assets may be controlled and managed by joint venture partners that may not fully comply with our standards, controls and procedures, including our health, safety, environment and community standards. Failure by any of our partners to adopt standards, controls and procedures equivalent to ours could lead to higher costs, reduced production or environmental, health and safety incidents or accidents, which could adversely affect our results and reputation. 14
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Table of Contents We may not successfully integrate our acquired companies or capture the synergies expected from our mergers and acquisitions. We may not be able to successfully integrate our acquired companies or to obtain synergies anticipated from our mergers or acquisitions. In particular, we may not be able to realize anticipated cost savings from combination of companies’ production facilities, or anticipated synergies from joint acquisitions of raw materials, sharing of improved production techniques and integration of administrative departments. If we fail to achieve the synergies from our mergers or acquisitions, our results of operations and financial condition and the trading price for our securities may be adversely affected. Even if we achieve the expected synergies eventual future mergers, we may not be able fully realize them within the anticipated timeframe. We recorded a significant amount of goodwill and other intangible assets with a determined useful life, which may be subject to impairment charges under certain circumstances in future periods, in accordance with applicable accounting regulations. These charges could negatively impact our financial condition, results of operations, or the trading price of our securities. As of December 31, 2024, the value of our goodwill and other intangible assets with determined useful life was R$8,192.3 million and R$5,710.0 million, respectively. For further information, see note 16 to our audited consolidated financial statements, included in this Annual Report. Under IFRS Accounting Standards, goodwill and intangible assets with undetermined useful life are not subject to amortization and are tested annually to identify possible need for impairment, or more often if any event or circumstance indicates that an impairment loss may have been incurred. Other intangible assets that have determined useful lives are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever there is an indication of impairment. In addition, under IFRS Accounting Standards we are required to perform an impairment analysis of assets with undetermined useful life when the book value of our net assets exceeds our market capitalization. As a result, we may be required to record an impairment charge for goodwill or other intangible assets in future periods if required under IFRS Accounting Standards, which could lead to decreased assets and reduced net income. If a significant write down were required, the charge could adversely affect our financial condition and results of operations or the trading price of our securities. The level of our indebtedness could adversely affect our financial condition and a material portion of our cash flow may need to be used to service our debt obligations, which could impair our ability to operate our business. As of December 31, 2024, we had R$101.4 billion of total consolidated outstanding indebtedness (which includes current and non-current loans, financing and debentures). We are subject to the risks normally associated with significant amounts of debt, which could have important consequences to investors. Our indebtedness could, among other things: (i) require us to use a substantial portion of our cash flow from operations to pay our obligations, thereby reducing the availability of our cash flow to fund working capital, operations, capital expenditures, dividend payments, strategic acquisitions, expansion of our operations and other business activities; (ii) increase our vulnerability to a downturn in general economic and industry conditions, and may make us unable to carry out capital spending that is important to our growth; (iii) limit, along with financial and other restrictive covenants in our debt instruments, our ability to incur additional debt or equity financing or dispose of assets; and (iv) decrease our ability to deleverage and place us at a competitive disadvantage compared to our competitors that have less debt. 15
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Table of Contents A significant or prolonged downturn in general business and economic conditions, or other significant adverse developments with respect to our results of operations or financial condition, may affect our ability to comply with these covenants or meet those financial ratios and tests and could require us to take action to reduce our debt or to act in a manner contrary to our current business objectives. Moreover, the restrictions associated with these covenants and financial ratios may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. Additionally, despite these restrictions, we may be able to incur substantial additional indebtedness in the future, which might subject us to additional restrictive covenants that could affect our financial and operational flexibility and otherwise increase the risks associated with our indebtedness as noted above. We may also need to refinance all or a portion of our debt on or before maturity, and we may not be able to do this on commercially reasonable terms or at all. Additionally, a default under our financial agreements that is not waived by the relevant creditors may result in an acceleration of the maturity of the outstanding balance of such debt and may also accelerate the maturity of other debt that benefits from cross-default or cross-acceleration provisions. For more information, see “Item 5. Operating and Financial Review and Prospects —Indebtedness.” If such events were to occur, our financial condition and share price could be adversely affected. We operate under certain tax regimes in Brazil and abroad that may be suspended, cancelled or not renewed, any of which may adversely affect our financial condition and free cash flow generation. We receive certain tax benefits by virtue of our investment projects in underdeveloped regions in Brazil such as “SUDAM/SUDENE”, which are covered by the Brazilian Internal Revenue Service, or Receita Federal do Brasil (RFB). We also benefit from tax incentives granted by states based on state laws. The program “PROMARANHAO” in the state of Maranhão and the program “Desenvolve” in the state of Bahia, published through Special Regime nº 004/2012 and Decree No. 18,270/18, respectively, are the most relevant ones for our operations. We cannot assure you that the tax incentives we currently benefit from will be maintained or renewed, particularly, but not exclusively, in light of deteriorating macroeconomic conditions that may lead to changes in current material incentives, such as the “Regime Especial de Aquisição de Bens de Capital para Empresas Exportadoras”, which is a special regime for the acquisition of capital goods by exporting companies, and “Preponderante Exportador” (i.e. RECAP and REIDI), among others. If such tax benefits are not effectively renewed, this could have a material adverse effect on our generation of net cash flow. In the event of constitutional challenges or if we fail to comply with specific obligations to which we are subject in connection with the tax benefits described above, such benefits may be suspended or cancelled, and we may be required to pay the taxes deferred in the last five years in full, plus penalties and interest, which may adversely affect us. Our exports and international trading activities are also conducted under certain tax regimes, including rulings and incentives in some foreign countries, including Austria. These tax rulings or benefits expire and have to be renewed from time to time. We cannot assure you that the tax regimes and incentives from which we currently benefit will be renewed or maintained in the future. In addition, we also benefit from provisions of international treaties entered by the Brazilian federal government, such as the Treaty to avoid Double Taxation between Brazil and Austria, pursuant to which profit earned by our wholly-owned subsidiary in Austria is not subject to taxation in Brazil. Our interpretation of international treaty provisions may differ from that of the Brazilian Federal Revenue Service (RFB). We filed a writ of mandamus in Brazil to enforce certain interpretations related to the Brazil-Austria Treaty. The trial court ruled in our favor, granting the writ and prohibiting the RFB from taxing the profits of the Austrian entity. This decision is subject to appeal, and we are awaiting the appellate court's decision. If the final ruling determines that the Brazil-Austria treaty does not prevent the RFB from taxing the profits of the Austrian entity, our financial position could be materially adversely affected. In June 2023, Brazil adopted rules for a transfer pricing (TP) model aligned with the OECD’s guidelines. This new TP system became mandatory for all taxpayers on January 1, 2024. As a result, the current transfer pricing practices between us and our Austrian entities has changed and may lead to a material impact on our financial condition and operational results. 16
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Table of Contents Changes in fiscal policies and tax laws in Brazil and other jurisdictions may adversely affect us. Governments from time to time implement changes to tax laws and regulations. Any such changes, as well as changes in the interpretation of such laws and regulations, or changes to former precedents on tax decisions by authorities or courts, may result in increases to our overall tax burden, which would negatively affect our profitability. In Brazil, Constitutional Amendment (EC) No. 132 was enacted in 2023, establishing a Tax Reform on consumption. This reform adopts a Value Added Tax (VAT) model with dual competencies, consisting of a federal tax (Contribution on Goods and Services - CBS) and a subnational tax (Tax on Goods and Services - IBS), which will replace the existing PIS, COFINS, ICMS, and ISS taxes. Additionally, a Selective Tax (IS - “Imposto Seletivo”) has been introduced under federal jurisdiction, targeting the production, extraction, commercialization, or importation of goods and services detrimental to health and the environment, as defined by law. In January, 2025 Complementary Law No.214/2025 was enacted, creating the IBS, CBS and IS, and establishing the IBS Management Committee, in line with Constitutional Amendment No. 132. Several aspects of the Tax Reform, including new taxes rates, still shall be regulated through infraconstitutional legislation. A transition period is set from 2026 to 2032, during which both the old and new tax systems will coexist. The broad taxation and the estimated tax percentage may have an impact on our cash flow which may result in an increase in the tax burden and loss of tax benefits from 2032 onwards. The Brazilian federal government still maintains on its agenda the willingness for (i) revoking the income tax exemption over the distribution of dividends, which, if promulgated, would increase tax expenses associated with any dividends or distributions and (ii) decreasing import tax (which would increase competition and the role of international competitors), both of which could impact on our ability to pay future dividends. Any purported tax reform or change in fiscal policies, if proposed and implemented, may also significantly impact our business. If there is a tax reform or any changes in applicable laws and regulations that alter the applicable taxes or tax incentives/special regimes, either during or after their terms of validity, our business and results may be affected. Indeed, the Brazilian federal government has frequently implemented, and may continue to implement, changes in its fiscal policies, including, but not limited to, changes to tax rates, fees, sectorial charges and occasionally the collection of temporary contributions. Some of these measures may result in tax hikes that may negatively affect our business. Increases in taxes could also materially adversely impact industry profitability and the prices of our services, restrict our ability to do business in our existing and target markets and cause our financial results to be negatively impacted. If we are unable to pass on the additional costs associated with such fiscal policy changes to our clients through the prices we charge for our services, we may be adversely affected. Uncertainty over whether the acting Brazilian federal government will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty in Brazil and to heightened volatility in the securities issued abroad by Brazilian companies. In October 2021, over 135 jurisdictions agreed on a plan to modernize the international tax system, introducing the Global Anti-Base Erosion Rules. These rules ensure that multinational enterprises with annual revenues of EUR 750 million or more pay a minimum 15% effective tax rate (ETR) in each jurisdiction where they operate. Several jurisdictions have already enacted the rules, including all EU member states (effective January 1, 2024), while others, such as Brazil, was implemented partially from January 1, 2025. However, some countries, such as the United States and China, have not taken any steps toward implementation. 17
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Table of Contents Fluctuations in interest rates, as well as our inability to manage risks associated with the replacement of benchmark indices, could increase the cost of servicing our debt and negatively affect our overall financial performance. Our financial results are affected by changes in interest rates, such as the Secured Overnight Financing Rate (SOFR), the Brazilian Interbank Deposit Certificate Rate (Certificado de Depósito Interbancário, or CDI) and the Brazilian Long-Term Rate (Taxa de Longo Prazo, or TLP). The CDI rate has fluctuated significantly in the past in response to the expansion or contraction of the Brazilian economy, as it is an instrument for Brazilian Central Bank to manage inflation and pursuit its policies targets. The CDI rate was 12.15% p.a. as of December 31, 2024, while it was 11.65% p.a. and 13.65% p.a. as of December 31, 2023 and 2022, respectively. The TLP rate was 6.66% p.a., 5.56% p.a. and 5.23% p.a. as of December 31, 2024, 2023 and 2022, respectively. A significant increase in interest rates may impact our ability to secure financing in acceptable terms and an increase in interest rates, particularly TLP, CDI, the Secured Overnight Financing Rate (SOFR), or the inflation rate index for consumer goods (IPCA), could have a material adverse effect on our financial expenses since a significant part of our debt (BNDES loans, debentures and Export Prepayment Facilities) is linked to those rates. On the other hand, a significant reduction in the CDI rate could adversely impact our financial revenues derived from investment activities, since a material portion of our cash is invested in Brazilian money market instruments that are linked to the CDI rate. A failure of our information technology systems or automated machinery may interrupt our business and negatively impact our operations. We are exposed to external actions such as cyber-attacks, improper access of confidential information and disruption of our systems. Our operations are heavily reliant on information technology systems to efficiently manage business processes. Therefore, disruptions to these systems may impact or even paralyze our business and negatively impact our operations. The sophistication of the threats continues to evolve and grow, including the risk associated with the use of emerging technologies, such as artificial intelligence, robotics, smart devices and remote working solutions. Additionally, we collect and store data, including proprietary business information, and may have access to confidential or personal information in certain activities of our businesses that is subject to privacy and security laws, regulations, and customer-imposed controls. Moreover, any failure of our systems or those of our third-party suppliers related to confidential information, caused by external cyber-attacks or internal actions, including negligence and misconduct of our employees, can negatively impact our reputation among competitors and external stakeholders (government, regulators, suppliers, and others). Our third-party suppliers’ and our information technology systems may have vulnerabilities that may be impacted through external actions such as natural disasters, viruses, cyberattacks and other security breaches. Damage to or disruptions to certain critical systems could have a materially adverse effect on our business results, including fines, customer liabilities or legal litigation. Both we and our third-party suppliers may be subject to breaches of automation systems that can cause partial and temporary shutdowns of operations and unauthorized access to strategic information, in addition to changes or loss of relevant data. The costs associated with addressing these vulnerabilities and related issues may be significant, depending on the criticality and relevance of the information affected. We cannot fully guarantee that our measures to deter unauthorized activities in our systems or the procedures adopted by third-party suppliers will protect us from certain types of attacks, which may have a material adverse effect on our business and reputation. Any failure to adapt to or comply with global regulations on data privacy may adversely affect our results and reputation. We are subject to various data protection laws in the jurisdictions where we operate, such as the European General Data Protection Regulation (GDPR), Brazil's General Data Protection Law (LGPD), China's Personal Information Protection Law (PIPL), and state laws in the United States. These laws establish rules that companies must follow whenever they process personal data, whether collecting, storing, using, transferring, or sharing data internally or with third parties. 18
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Table of Contents These laws impact the relationship between customers and suppliers of goods and services, employees and employers and other relationships in which personal data is collected, both in the digital and physical environment. Pursuant to these laws, security breaches that may result in significant risk or damage to personal data must be reported to the data protection authorities (DPA) of each jurisdiction, within a reasonable time period. In light of the privacy and personal data protection laws, our practices related to personal data processing may undergo significant changes, generating additional costs to us due to the need to adapt such processing to the legal requirements and the applicable DPA’s guidelines. Failure to comply with these laws may result in administrative sanctions and litigation. As a result, failure by us to adhere to the laws enacted or approved in different jurisdictions in which we operate could adversely impact our business, financial condition or results of operations. Although we have sought to adjust our business processes that include personal data processing in order to comply with all applicable privacy and data protection requirements, we cannot assure that our personal data protection program will be deemed sufficient by the data protection authorities to meet the provisions of the laws, given the lack of orientation about specific requirements, nor that our practices will prevent any failures in the protection of personal data processed by us, including with respect to cybersecurity incidents. A downgrade in our credit ratings may increase our borrowing costs and/or restrict the availability of new capital or financings and have a material adverse effect on us. The ratings address the likelihood, according to the respective evaluation methodology of each rating agency, of payment of our debt and obligations at their maturity. The ratings also address the timely payment of interest and other costs on each interest payment date. The assigned ratings to us may be raised, lowered or held constant depending, among other factors, on the rating agencies’ respective assessment of our financial strength or a change in methodology of credit assessment adopted by the credit risk agencies. We cannot assure you that our rating will remain for any given period of time or that the rating will not be lowered or withdrawn. If our credit ratings are downgraded and the market were to perceive any such downgrade as a deterioration of our financial strength, our cost of borrowing would likely increase and our net income could decrease and our ability to obtain new financing may be adversely affected, all of which could have a material adverse effect on us. In addition, credit rating is sensitive to any change in Brazilian sovereign credit ratings. The credit ratings of the Brazilian sovereign were downgraded in 2016 and 2018 and, despite of a upgrade of the credits ratings in 2023, are no longer investment grade according to the methodologies of the major global rating agencies. Any further decrease in Brazilian sovereign credit ratings may have additional adverse consequences on our ability to obtain financing or our cost of financing and, consequently, on our results of operations and financial condition. Unfavorable outcomes in litigation may negatively affect our results of operations, cash flows and financial condition. In the ordinary course of our business, we and our officers are, and may become, party to numerous tax, civil (including environmental) and labor disputes involving, among other remedies, significant monetary claims. An unfavorable outcome against us may require us to pay substantial amounts of money, which could materially adversely affect our reputation, results of operations, cash flows and financial condition. Additionally, the amounts provisioned for legal proceedings may increase and existing provisions may become insufficient due to unfavorable outcomes in disputes against us. For more information on tax, civil (including environmental), labor and other proceedings, see “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal and Administrative Proceedings.” 19
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Table of Contents Changes in the credit risk of customers and suppliers to whom we have made advances, sales through credit lines or loans may adversely affect us. In the markets in which we operate, it is typical, and often a condition for competitive participation, for pulp and paper producers to make advances to suppliers or to make sales to customers on credit. When we make advances, sales on credit or loans to our suppliers or customers, we assume their credit risk. Additionally, we assume additional risks when using debt instruments to make advances and sales on credit to our customers. Therefore, changes in the macroeconomic environment or the market conditions under which our suppliers and our customers operate, in addition to problems related to the management of our suppliers and clients, may significantly affect their ability to make payments to us, directly impacting our assets and working capital. These practices also expose us to the risk of a significant divergence between the rates under which we obtain financing from third parties and the rates that we grant to our customers and suppliers. We cannot assure you that we will always be able to match the terms under which we provide financing to our customers and suppliers with the terms of financing provided to us. Any increase in our customers’ and suppliers’ credit risk or divergence between their and our capital costs may materially adversely affect our shareholders’ equity and results of operations. Social crisis in the relationship with communities and class entities, as well as expropriation of any of our properties by the government, affect the regular use, cause damage, or deprive us of the use of or fair value compensation of our properties. Organized social movements in Brazil advocate for agrarian reform and the redistribution of property, often engaging in irregular occupations in rural areas. In addition, taking advantage of the cover provided by social movements, other groups also illegally occupy rural properties through fraud or other criminal actions. Such occupations when in our operations areas may interrupt our forestry or industrial activities and, consequently, negatively affect our productive and operational results. Land conflicts can also cause a series of risks to the integrity of our employees who work in the field, possible damage to areas of high environmental value such as Permanent Preservation Areas and buffer zones of Environmental Conservation Units, in addition to reputational damage. We actively engage in negotiations with state or federal governments and social movements as an alternative approach, in addition to safeguarding our property rights within legal frameworks. The aim is to find permanent solutions for existing unauthorized occupations and prevent the occurrence of new ones. In Brazil, with limited exceptions provided by law, only the Union, States, Municipalities, Federal District, and Territories have the authority to directly engage in the expropriation of land. Typically, the expropriation of rural areas arises from a failure to fulfill the social function of the property, which is a fundamental principle of property rights in Brazil. If a property owned by us is expropriated, our equity may be negatively impacted, as there is no guarantee that the compensation provided by the government will be sufficient to cover our losses. A significant risk associated with this scenario is that the financial compensation offered by the governments may prove to be inadequate, or we may be compelled to accept compensation in the form of public debt securities, which have limited liquidity. The deterioration in labor relations with employees could adversely affect us. We depend on intensive use of labor in our activities. Most of our employees are represented by unions, and their employment contracts are regulated by collective bargaining agreements. New collective bargaining agreements may have shorter terms than our previous agreements, and, if we are not able to negotiate collective bargaining agreements on acceptable terms to us, we may be subject to a significant increase in labor costs, deterioration of employee relations, slowdowns or work stoppages, which could have a material adverse effect on us. 20
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Table of Contents Additionally, changes in safety and outsourcing regulations may result in an increase in our labor-related costs. We may be considered secondarily liable for any employment obligations relating to such employees or a direct employment relationship may be established by the labor courts with the outsourced employees and us, according to the current regulation in force. The introduction of a stricter legal framework regarding the use of outsourced employees or third-party subcontractors, and/or the imposition of additional obligations on the contractor of outsourced services, may increase our labor-related costs and may adversely affect our business and operations. In accordance with existing labor laws and regulations, we are required to provide and ensure the proper use of safety equipment for our employees and other individuals working on our worksites. If we fail to provide all necessary safety equipment and ensure the proper use of the safety equipment, or if we work with companies that are not sufficiently committed to ensuring the safety of their own employees, we may be held liable for any accidents that take place at our worksites. Any accidents at our worksites may expose us to the payment of indemnifications, fines and penalties. In addition, any changes to existing safety regulations may impose additional obligations on us and result in an increase in our expenses with respect to safety equipment and procedures. For instance, changes imposing a reduced workday for safety reasons may result in reduced productivity, forcing us to hire additional staff. Similarly, provisions requiring us to install or buy additional safety equipment could increase our labor-related costs and adversely affect our operating costs and results. Our hedging activities may expose us to losses due to fluctuations in currency exchange rates or interest rates, which could have a material adverse effect on our results and financial condition. We regularly enter into currency, interest rate, commodity price and inflation hedging transactions using financial derivatives instruments, such as future contracts, options and swaps, in accordance with our policies. We have traditionally used hedging transactions to, among others, (i) protect our revenue (which is primarily denominated in U.S. dollars) when converted to reais (our functional currency), (ii) convert part of our debt which is denominated in reais into U.S. dollars, (iii) swap floating interest rates of our debt to fixed interest rates, (iv) swap floating monetary variation of our debt to fixed rate, and swap part of our IPCA indexed debt to CDI. We account for our derivative instruments at fair value, in accordance with IFRS Accounting Standards. The fair value of such instruments may increase or decrease due to fluctuations in currency exchange rates or interest rates, among others, prior to their settlement date. We may incur losses due to these market risk factors. Fluctuations may also result from changes in economic conditions, investor sentiment, monetary and fiscal policies, the liquidity of global markets, international and regional political events, acts of war, terrorism, among others. In the event that we cease to undertake hedging transactions to the extent necessary, we may be exposed to currency exchange, interest rate and inflation risks, which could materially adversely affect our results of operations and financial condition. Delays in the expansion of our facilities, building new facilities or the ramp up of new or expanded facilities may increase our costs and adversely affect our results of operations and financial condition. As part of our strategy, we may decide to expand our existing production facilities or build new production facilities. The expansion or construction of a production facility involves various risks, such as engineering, construction, operational systems, integration with the existing mill on brownfield projects, regulatory and other expected or unexpected significant challenges. These risks delay or prevent the successful operation of the project or significantly increase our costs. Our ability to complete successfully any expansion or new construction project subject to risks, including: • we may either not be able to complete any expansion or new construction project on time or within the expected budget or be required by market conditions or other factors to delay the initiation of construction or the timetable to complete new projects or expansions, including adverse weather conditions, natural disasters, pandemics, fires, delays in supply, inputs or labor and accidents that impair or prevent the development of ongoing projects; 21
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Table of Contents • our new or modified facilities may not operate at designed capacity, ramp up its learning curve as planned or may cost more to operate than we expect; • we may not be able to sell our additional production at competitive prices; • we may not have cash, or be able to acquire financing, to implement our growth plans; • variations on exchange rate or product price may decrease significantly generated value by expansion project or new facilities; • climate changes could affect our forest base for new projects or brownfield, and significantly increase our wood cost; • we may have a negative impact on existing mills that can result on operational instability; Any of the above events could have a negative impact in our business and financial and operating results. Our insurance coverage may be insufficient to cover our losses, especially in case of damage to our planted forests, which may cause a material adverse effect on our results and financial condition. Our insurance coverage, including the general third party liability, may be insufficient to cover losses to our forests, mills, dams, hydroelectric plants and other operating facilities for accidents, operational risks and international and domestic transportation if we suffer any catastrophic claim or if there is a particular clause excluding the coverage. In addition, we do not maintain insurance coverage against wars, unforeseeable fortuitous events, force majeure, interruption of certain activities, including due to pandemics, as well as fire, thefts, pests, diseases, droughts and other risks to our forests. The occurrence of losses or other liabilities that are not covered by insurance, due to the limited extent of the insurance coverage, losses that exceed the limits of our insurance coverage or any other reason that prevents reimbursement or indemnification, could result in significant and unexpected additional costs, our ability to operate and/or shortage of wood supply, which may affect our production. Moreover, the terms and conditions for the renewal of our insurance policies may change in the future depending upon market circumstances and the type and amount of risks insured. See “Item 4. Information on the Company—Business Overview—Insurance.” Risks Relating to Brazil The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as Brazilian political and economic conditions, may materially and adversely affect us, our activities and the trading prices of our shares. We conduct a substantial amount of our operations in Brazil, and we sell part of our products to customers in the Brazilian market. For the year ended December 31, 2024, 20.2% of our net revenues were derived from Brazil. Accordingly, our financial condition and results of operations are substantially dependent on economic conditions in Brazil. Future developments in the Brazilian economy may affect Brazil’s growth rates and, consequently, the consumption of our products. As a result, these developments could impair our business strategies, results of operations or financial condition. The Brazilian economy has been characterized by frequent, and occasionally drastic, interventions by the Brazilian federal government, which have often changed monetary, credit and other policies to influence Brazil’s economy. The Brazilian federal government’s actions to control inflation and other policies have often involved wage and price controls, depreciation of the real, changes in tax policies, controls on remittances abroad, fluctuations of the Central Bank of Brazil’s base interest rate, as well as other measures. We have no control over, nor can we foresee, any measures or policies that the Brazilian federal government may adopt in the future. We may be materially adversely affected by changes in the policies of the Brazilian federal government, in addition to other general economic factors, including, without limitation: • political, economic and social instability; • monetary policies; • political elections; 22
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Table of Contents • inflation; • exchange rate fluctuations; • exchange controls and restrictions on remittances abroad; • tax policy and amendments to the tax legislation; • interest rates; • liquidity of domestic and foreign capital and lending markets; • government control of the production of our products; • restrictive environmental and real estate laws and regulations; and • other political, social and economic policies or developments in or affecting Brazil. Uncertainty as to whether the Brazilian federal government will implement changes in policy or regulations affecting these or other factors in the future may contribute to economic uncertainty in Brazil and to heightened volatility in the Brazilian securities markets and the securities issued by Brazilian companies, including us. Accordingly, such uncertainties and other future developments in the Brazilian economy may adversely affect our business, financial condition and results of operation, negatively impacting our available cash flows for payment, and the trading price of our common shares. Significant fluctuations in the exchange rate of the real against the value of the U.S. dollar may adversely affect our business, financial conditions or results of operations. Our export revenues are directly affected by exchange rate variation. Depreciation of the real against the U.S. dollar will increase such revenues when denominated in reais, while appreciation of the real against the U.S. dollar will decrease such export revenues. Our revenues in the domestic market are also affected by exchange rate fluctuation, to the extent that imported products quoted in U.S. dollars become more or less competitive in the domestic market depending on the exchange rate variation. Furthermore, some of our costs and operating expenses are also affected by fluctuations in the value of the real against the U.S. dollar, including export insurance, freight costs and the cost of certain chemicals we use as raw materials. Depreciation of the real against the U.S. dollar will increase such costs, while appreciation of the real against the U.S. dollar will reduce these costs. Additionally, we may be adversely affected by depreciation of the real against the U.S. dollar, since a significant portion of our debt is expressed in U.S. dollars. Depreciation or appreciation of the real against the U.S. dollar may increase or decrease, as applicable, our financial expenses arising from these debt and other obligations in U.S. dollars, as well as adversely affect our ability to comply with certain covenants under financing agreements, which require us to maintain specific financial ratios. On the other hand, a significant appreciation of the real against the U.S. dollar or an appreciation during an extended period of time may significantly affect our cost structure and negatively affect our competitiveness in export markets. As a result of inflationary pressures in past years, the Brazilian real had periodically devalued in relation to the U.S. dollar and other foreign currencies. In the last two years, the increase of interest rates in Brazil has led to a higher carry level, resulting in an appreciation of the Brazilian real in relation to the U.S. dollar. The Brazilian federal government has in the past implemented various economic plans and utilized a number of exchange rate policies, including sudden devaluations, periodic mini- devaluations during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. From time to time, there have been significant fluctuations in the exchange rate between the Brazilian real, the U.S. dollar and other currencies. There can be no assurance that the real will not depreciate or be devalued again against the U.S. dollar or against any other foreign currency. 23
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Table of Contents Devaluations of the real relative to the U.S. dollar could create additional inflationary pressures in Brazil, lead to increases in interest rates, further limit our access to foreign financial markets and prompt the adoption of recessionary policies by the Brazilian federal government. Conversely, the appreciation of the real against the U.S. dollar may lead to a further deterioration of Brazil’s current account and balance of payments and cause a decrease in Brazilian exports. Any of the foregoing developments may negatively affect the Brazilian economy as a whole, and, consequently, our results. In recent years, the Central Bank of Brazil has occasionally intervened to control unstable movements in the foreign exchange rate. We cannot predict whether the Central Bank of Brazil will continue to let the real float freely. Accordingly, it is not possible to predict what impact the Brazilian Central Bank exchange rate policies may have on us. We cannot assure that in the future the Brazilian federal government will not impose a currency band within which the real U.S. dollar-real exchange rate could fluctuate or set fixed exchange rates, nor can we predict what impact such an event might have on our business, financial position or operating results. Economic and market conditions in other countries, including in the United States and emerging market countries, may materially and adversely affect the Brazilian economy and, therefore, our financial condition. The market for securities issued by Brazilian companies is influenced by economic and market conditions in Brazil, and, to varying degrees, market conditions in other countries, whether emerging market countries or not. Although economic conditions are different in each country, the reaction of investors to developments in one country may cause the domestic or international capital markets prices to fluctuate. Developments or conditions in other countries, including non-recurrent events such as US-China trade war, acts of war and related sanctions and other events have at times significantly affected the availability of credit in the Brazilian economy and resulted in considerable outflows of funds and reductions in the amount of foreign currency invested in Brazil, as well as limited access to international capital markets, all of which may materially and adversely affect our ability to borrow funds at an acceptable interest rate or to raise equity capital when and if we should have such a need. Additionally, we depend on third-party financing to carry out our activities, especially to finance our capital expenditures and working capital. In circumstances of limited liquidity, credit availability may be scarce, expensive or nonexistent, and we may face difficulties in our regular activities and in honoring our financial commitments. Risks Relating to Our Shares and ADSs Exchange controls and restrictions on remittances abroad may adversely affect holders of ADSs. Brazilian laws provide that whenever a serious imbalance in Brazil’s balance of payments exists or is anticipated, the Brazilian federal government may impose temporary restrictions on the repatriation by foreign investors of the proceeds of their investment in Brazil and on the conversion of Brazilian currency into foreign currency. You may be adversely affected if the Brazilian federal government imposes restrictions on the remittance to foreign investors of the proceeds of their investments in Brazil and, as it has done in the past, on the conversion of the real into foreign currencies. These restrictions could hinder or prevent the conversion of dividends, distributions or the proceeds from any sale of shares, as the case may be, into U.S. dollars and the remittance of U.S. dollars abroad. We cannot assure that the government will not take this measure or similar measures in the future. Holders of ADSs could be adversely affected by delays in, or a refusal to grant, any required governmental approval for conversion of real payments and remittances abroad in respect of the shares, including the shares underlying the ADSs. In such a case, the ADS depositary will distribute reais or hold the reais it cannot convert for the account of the ADS holders who have not been paid. 24
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Table of Contents Holders of ADSs may face difficulties in serving process on or enforcing judgments against us and other persons, as well as may face difficulties in protecting their interests because we are subject to different corporate rules and regulations than a U.S. company. We are organized under and are subject to the laws of Brazil and all our directors and executive officers and our independent registered public accounting firm reside or are based in Brazil. Substantially all of our assets and those of these other persons are located in Brazil. Moreover, our corporate affairs are governed by our bylaws and Brazilian Corporate Law, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or elsewhere outside Brazil. In addition, the rights of an ADS holder, which are derivative of the rights of holders of our common shares, to protect their interests are different under Brazilian Corporate Law than under the laws of other jurisdictions. Rules against insider trading and self-dealing and the preservation of shareholder interests may also be different in Brazil than in the United States. The structure of a class action in Brazil is different from that in the US, and under Brazilian law, shareholders in Brazilian companies do not have standing to bring a class action, and under our by-laws must, generally with respect to disputes concerning rules regarding the operation of the capital markets, arbitrate any such disputes. As a result, it may not be possible for holders of the ADSs to effect service of process upon us or these other persons within the United States or other jurisdictions outside Brazil or to enforce against us or these other persons judgments obtained in the United States or other jurisdictions outside Brazil. Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if certain conditions are met, the ADS holders may face greater difficulties in protecting their interests due to actions by us, our directors or executive officers than would shareholders of a U.S. corporation. The relative volatility and lack of liquidity of the markets for our securities may adversely affect holders of our shares and the ADSs. Investments in securities, such as our common shares or ADSs, of issuers from emerging market countries, including Brazil, involve a higher degree of risk than investments in securities of issuers from more developed countries. The Brazilian securities market is substantially smaller, less liquid, more concentrated and more volatile than major securities markets in the United States and other jurisdictions, and may be regulated differently from the ways familiar to U.S. investors. There is also significantly greater concentration in the Brazilian securities market than in major securities markets in the United States. These features may substantially limit the ability to sell our shares, including our shares underlying the ADSs, at a price and time at which holders wish to do so and, as a result, could negatively impact the market price of these securities. In addition, although our public float represented 51.8% (excluding Treasury Shares) of our total capital float as of December 31, 2023, only 3.7% were represented by ADSs. Our controlling shareholders (including related parties and management) hold 47.0% of our stock. Any potential sale by these shareholders could adversely affect the market price of our securities. Holders of ADSs may find it difficult to exercise voting rights at our shareholders’ meetings. Holders of ADSs do not have the same voting rights as holders of our shares. Holders of ADSs will not be our direct shareholders and will be unable to enforce directly the rights of shareholders under our bylaws and Brazilian Corporate Law, they are entitled to the contractual rights set forth for their benefit under the deposit agreement. Holders of ADSs will face practical limitations in exercising their voting rights because of the additional steps involved in our communications with ADS holders. For example, we are required to publish a notice of our shareholders’ meetings in specified newspapers in Brazil. Holders of our shares will be able to exercise their voting rights by attending a shareholders’ meeting in person or voting by proxy. By contrast, ADS holders will receive notice of a shareholders’ meeting by mail from The Bank of New York Mellon, as our depositary, following our notice to the depositary requesting the depository to do so. To exercise their voting rights, ADSs holders have to provide instructions to the depositary on a timely basis on how they wish to vote. In practice, the ability of a holder of ADSs to instruct the depositary as to voting will depend on the timing and procedures for providing instructions to the depositary, either directly or through the holder’s custodian and clearing system and this voting process necessarily will take longer for holders of ADSs than for holders of our shares. 25
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Table of Contents Holders of ADSs also may not receive the voting materials in time to instruct the depositary to vote the shares underlying their ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions of the holders of ADSs or for the manner of carrying out those voting instructions. Accordingly, holders of ADSs may not be able to exercise voting rights, and they will have little, if any, recourse if the units underlying their ADSs are not voted as requested. If holders of ADSs exchange their ADSs for underlying shares, they risk losing the ability to timely remit foreign currency abroad and other related advantages. The ADSs benefit from the certificate of foreign capital registration, which permits our depositary to convert dividends and other distributions with respect to common shares into foreign currency, and to remit the proceeds abroad. The conversion of ADSs directly into ownership of the underlying shares is governed by CMN Resolution No. 4,373/2014, and foreign investors who intend to proceed with such conversion are required to appoint a representative in Brazil for purposes of Annex I of CMN Resolution No. 4,373/2014, who will be in charge of keeping and updating the investors’ certificates of registrations with the Central Bank of Brazil, and the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – “CVM”), pursuant to the procedure provided for CVM Resolution No. 13, of November 2020, which entitles registered foreign investors to buy and sell directly on B3. These arrangements may require additional expenses from the foreign investor. Moreover, if such representatives fail to obtain or update the relevant certificates of registration, investors may incur additional expenses or be subject to operational delays which could affect their ability to receive dividends or distributions relating to the shares or the return of their capital in a timely manner. If holders of ADSs do not qualify under CMN Resolution No. 4,373/2014, they will generally be subject to less favorable tax treatment on distributions with respect to our common shares. There can be no assurance that the certificate of registration of our depositary, or any certificate of foreign capital registration obtained by holders of ADSs, will not be affected by future legislative or regulatory changes, or that additional Brazilian law restrictions applicable to their investment in the ADSs may not be imposed in the future. Holders of our shares will be subject to, and holders of the ADSs could be subject to, Brazilian income tax on capital gains from sales of shares or ADSs. Brazilian Law No. 10,833/03 provides that gains on the disposition of assets located in Brazil by non-residents of Brazil, whether to other non-residents or to Brazilian residents, will be subject to Brazilian taxation. Our shares are expected to be treated as assets located in Brazil for purposes of the law, and gains on the disposition of our shares, even by non-residents of Brazil, are expected to be subject to Brazilian taxation. In addition, the ADSs may be treated as assets located in Brazil for purposes of the law, and therefore gains on the disposition of the ADSs by non-residents of Brazil may be subject to Brazilian taxation. Although the holders of ADSs outside Brazil may have grounds to assert that Law No. 10,833/00 does not apply to sales or other dispositions of ADSs, it is not possible to predict whether that understanding will ultimately prevail in the courts of Brazil given the general and unclear scope of Law No. 10,833/03 and the absence of judicial court rulings in respect thereof. Holders of ADSs may be unable to exercise the preemptive rights relating to our shares underlying the ADSs. Holders of ADSs may not be able to exercise the preemptive rights relating to our shares underlying their ADSs unless a registration statement under the Securities Act is effective with respect to the rights or an exemption from the registration requirements of the Securities Act is available. We are not required to file a registration statement with respect to the shares or other securities relating to these preemptive rights, and we cannot assure holders of ADSs that we will file any such registration statement. Unless we file a registration statement or an exemption from registration applies, holders of ADSs may receive only the net proceeds from the sale of their preemptive rights by the depositary or, if the preemptive rights cannot be sold, the rights will be allowed to lapse. 26
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Table of Contents We may issue new shares, including in the form of ADSs, which may result in a dilution of our current shareholders’ stake. We may seek to raise additional capital in the future through public or private issuances of shares or securities convertible into shares. According to article 172 of Brazilian Corporation Law, we may not be required to grant preemptive rights to our shareholders in the event of a capital increase through a public offering of shares or securities convertible into shares, which may result in a dilution of our current shareholders’ stake in our company. The holders of our shares (including our shares underlying the ADSs) may not receive dividends or interest on net equity. According to our bylaws, our shareholders are entitled to receive a mandatory minimum annual dividend of the lower of (i) 25% of our annual net profit, calculated and adjusted under the terms of the Brazilian Corporation Law, or (ii) 10% of our operating cash generation in the corresponding fiscal period, which is calculated by subtracting the amount of the investments in maintenance of the respective fiscal year from the Adjusted EBITDA, as defined in our bylaws. Our bylaws allow for the payment of interim dividends, to the retained earnings account or the existing earnings reserves in the last yearly or six-month balance, by means of the annual dividend. We may also pay interest on net equity, as described by Brazilian law. The interim dividends and the interest on net equity declared in each fiscal year may be imputed as the mandatory dividend that results from the fiscal year in which they are distributed. At the general shareholders meeting, shareholders may decide on the capitalization, on the offset of our losses or on the net income retention, as provided for in the Brazilian Corporation Law, with the aforementioned net income not being made available for the payment of dividends or interest on own capital. Additionally, Brazilian Corporate Law allows a publicly traded company, like ours, to suspend the mandatory distribution of dividends and interest on net equity in any particular year if our board of directors informs our shareholders that such distribution would be inadvisable in view of our financial condition or cash availability. Our management is strongly influenced by our controlling shareholders and their interests may conflict with the interests of our other shareholders. Our controlling shareholders have the power to, among other things, appoint a majority of the members of our board of directors and to decide any matters requiring shareholder approval, including related-party transactions, corporate reorganizations and disposals, and the timing and payment of any future dividends, subject to the requirements of mandatory dividends under the Brazilian Corporation Law. Our controlling shareholders may have an interest in making acquisitions, disposals of assets, partnerships, seeking financing or making other decisions that may conflict with the interests of the other shareholders. Additionally, any of our controlling shareholders may opt to sell significant part or the totality of their respective equity to third parties. In case we cease to have controlling shareholders, the remaining shareholders may no longer have the right to the same protection granted by the Brazilian Corporation Law against the abuses practiced by other shareholders and, as consequence, they may face difficulty in the compensation for damages suffered. Any unexpected change in our management, in our business strategy and policies, tentative of control acquisition or any dispute among shareholders regarding their rights, may adversely affect our business and operational results. 27
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Table of Contents Judgments of Brazilian courts with respect to our shares and the ADSs will be payable only in reais Our bylaws provide that we, our shareholders, our directors and officers and the members of our fiscal council shall submit to arbitration any and all disputes or controversies that may arise amongst ourselves relating to, or originating from, the application, validity, effectiveness, interpretation, violations and effects of violations of the provisions of Brazilian Corporate Law, our bylaws, the rules and regulations of the CMN, the Brazilian Central Bank and the CVM, as well as other rules and regulations applicable to the Brazilian capital markets and the rules and regulations of the Arbitration Regulation of the Market Arbitration Chamber. However, in specific situations, including whenever precautionary motions are needed for protection of rights, the dispute or controversy may have to be brought to a Brazilian court. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our shares or the ADSs, we will not be required to discharge our obligations in a currency other than reais. Under Brazilian exchange control limitations, an obligation in Brazil to pay amounts denominated in a currency other than reais may only be satisfied in Brazilian currency at the exchange rate, as determined by the Central Bank of Brazil, in effect on the date the judgment is obtained, and such amounts are then adjusted to reflect exchange rate variations through the effective payment date. The then-prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under our shares and ADSs. As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants. As a foreign private issuer, we may be subject to different disclosure and other requirements than domestic U.S. registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we rely on exemptions from certain U.S. rules which will permit us to follow Brazilian legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. Foreign private issuers are required to file their annual report on Form 20-F within 120 days following the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days following the end of each fiscal year. As a result of the above, even though, following the declaration of effectiveness of the registration to which this prospectus is attached, we will be required to make submissions on Form 6-K disclosing the information that we have made or are required to make public pursuant to Brazilian law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company. 28
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Table of Contents ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company We, Suzano S.A., were incorporated as a corporation on December 8, 1987 under the laws of Brazil. We have the legal status of a sociedade por ações, or a stock corporation, under the Brazilian Corporation Law. Our principal place of business is located at Avenida Brigadeiro Faria Lima, 1355, 7th floor, São Paulo, SP, 01452-919, Brazil (telephone: +55 11 3503-9000). Our shares are traded on the special listing segment of the B3, which provides for the highest level of corporate governance in the Brazilian market, and our ADSs are traded on the New York Stock Exchange. Our activities began in 1924, when Leon Feffer, our founder, first entered the paper business to resell national and imported paper used for business cards, writing pads and stationery. In the late 1930s, with the purchase of its first machine, the Suzano Group began to produce its own paper. In the 1950s, Companhia Suzano de Papel e Celulose (“Companhia Suzano”) was formed, becoming what we believe to be the first global industrial-scale producer of eucalyptus pulp. In the mid-1960s, Companhia Suzano became the first paper producer to use 100% eucalyptus pulp in the production of printing and writing paper, according to “The History of the Pulp and Paper Industry in Brazil” (“A História da Indústria de Celulose e Papel no Brasil”), published by the Brazilian Technical Association of Paper and Pulp (Associação Brasileira Técnica de Papel e Celulose), or the ABTCP, in 2004. Today, we believe we are the world’s largest producer of market pulp, with an aggregate installed capacity of 13.4 million metric tons of eucalyptus pulp per year and a broad and diversified forest base. In 1987 Companhia Suzano incorporated Bahia Sul S.A. (“Bahia Sul”), a joint venture between Companhia Suzano and Vale S.A. In 1992, we were granted registration as a publicly traded company by CVM. In early 2001, Companhia Suzano acquired all shares of Bahia Sul previously held by Vale, becoming the holder of 100% of the voting capital of Bahia Sul and 73% of its total share capital. At the same year, the management of Bahia Sul was unified with Companhia Suzano’s management, aiming to obtain synergies to implement a solid growth strategy in the paper and pulp sector. In 2002, Companhia Suzano and Bahia Sul carried out a reorganization, which resulted in an increase in Companhia Suzano's equity in the total share capital of Bahia Sul to 93.9%. In June 2004, as part of the corporate restructuring process, it was approved the merger of Companhia Suzano on Bahia Sul. In 2004, we joined Level 1 Corporate Governance of B3 to enhance transparency and accountability to shareholders. And in 2006, our name was changed to Suzano Papel e Celulose S.A. In 2015, we started the production of fluff pulp and announced investments in the tissue segment. In 2018, we started trading our Level II ADRs, in accordance with the program approved by the CVM. The Bank of New York Mellon is acting as our depositary bank in the United States, responsible for issuing the respective depositary shares, at the ratio of one ADS for one common share. We are subject to reporting requirements under the Exchange Act and are required to file with the SEC, or furnish to the SEC, reports and other information. In 2019, we acquired Fibria Celulose S.A. (“Fibria”) and became the world’s largest producer of market pulp, with an aggregate installed capacity of 10.9 million metric tons of eucalyptus pulp per year and a broad and diversified forest base. In 2022, we launched "Suzano Ventures", a global corporate venture capital initiative with a US$70 million investment. With this initiative, we aim to accelerate the process of open innovation and become a global platform to encourage entrepreneurship around solutions for the bioeconomy based on planted forests. The focus of Suzano Ventures' investments are on (i) cellulosic biomass technologies and applications, (ii) cellulosic packaging, (iii) agrotechnology companies that accelerate agroforestry productivity and (iv) carbon capture, measurement and management, in businesses in the Pre-Seed to Series A phases. 29
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Table of Contents In 2022, we, along with Itaú Unibanco, Marfrig, Rabobank, Santander and Vale announced the creation of "Biomas", a new company focused entirely on the restoration, conservation and preservation of forests in Brazil. The company’s mission is to restore and protect, over the next 20 years, four million hectares of native forest in some of Brazil's most valuable ecosystems, including the Amazon, Atlantic Forest and Cerrado biomes. In June 2023, we completed the purchase of Kimberly-Clark's Tissue business in Brazil and became the Brazilian market leader in the toilet paper segment with 24% of the toilet paper market in terms of transaction value. The acquisition involved a factory located in Mogi das Cruzes (SP), which contractually provides for an installed capacity of approximately 130 thousand tons per year for manufacturing, marketing, distribution and/or sale of tissue products in the country, including ownership of the brand.” NEVE”, bringing to us a complementarity of brands, product categories and geography. In 2024, we celebrated our first centenary by planting the future for the next 100 years: through a legacy project that involves partnerships with both international and Brazilian universities to enhance sustainability education and investments aimed at protecting biodiversity. Below are some of the highlights for the year: • In July 2024, we concluded the construction of our new pulp production mill with a nominal capacity of 2,550,000 tons of eucalyptus pulp per year, located in the municipality of Ribas do Rio Pardo, in the state of Mato Grosso do Sul, known as Cerrado Project. The Cerrado project represents an important development in our long-term strategy, contributing to the expansion of our structural competitiveness, meeting the growing demand for hardwood pulp, and to our evolution in sustainability. • In August 2024, we acquired a 15% minority stake in Lenzing Aktiengesellschaft (“Lenzing”) held by B&C and entered into a shareholders' agreement with B&C, which sets forth the key terms and conditions of this partnership, including: (a) Suzano's right to hold two seats on Lenzing’s Board of Directors; and (b) Suzano's right to change Lenzing’s control by acquiring an additional 15% stake in Lenzing shares held by B&C, through a mandatory public takeover offer process as established by Austria’s Takeover Act. • In October 2024, we acquired the assets comprising integrated coated and uncoated paperboard manufacturing plants used for the production of Liquid Packaging Board and Cupstock, located in Pine Bluff, Arkansas, and Waynesville, North Carolina, both in the United States. Both assets were previously owned by Pactiv Evergreen Inc. and its affiliates (“Pactiv”). B. Business Overview Industry Pulp can be either recycled or virgin pulp. Recycled pulp is made from used materials, such as printing and writing papers, newsprint, packaging and other types of carton board, and then processed by chemicals in order to remove printing inks and other elements. Virgin pulp can be manufactured from a number of raw materials, such as wood, bagasse and bamboo, and it is classified based on the type of wood or fiber derived from the corresponding raw material as well as the processing system used and whether the pulp will be bleached. Bleached pulp is used for several purposes, including printing and writing, specialty, packaging paperboard and tissue papers. Unbleached pulp has a brown color and is used in the production of packages, corrugated board, paperboard, packaging papers, bags and tissue. The most common raw material that we use to produce paper is wood pulp. Different tree species yield different fiber characteristics and, consequently, different paper attributes such as strength, softness and opacity. 30
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Table of Contents There are two types of wood pulp: hardwood pulp and softwood pulp. Hardwood pulp is produced using hardwood trees, such as eucalyptus, aspen, birch, acacia, maple, oaks, beech trees and poplars, which have shorter fibers. Short fiber is generally best suited for the manufacture of products that require smoothness, brightness, uniformity and absorption properties, such as coated and uncoated printing and writing paper, tissue paper, specialty papers as image paper and décor laminate paper as well as packaging paperboard. Softwood pulp is produced using softwood trees (e.g. pine, spruce and fir) and is generally best suited for the manufacture of products that require greater durability and strength, such as kraftliner, newsprint, catalogues, boards, lightweight coated paper and tissue. However, paper producers may also substitute fibers used in the paper manufacturing process according to market availability by applying further processing, as refining mechanical treatment. The substitution depends on the raw materials and equipment available and the specifications of the final product. Pulp can be produced by integrated paper producers or by market pulp producers who sell the pulp to non-integrated or semi-integrated paper producers. In 2023, approximately 40% of global pulp virgin fiber consumption was “market pulp” (Hawkins Wright – The Outlook for Market Pulp (August 2024)); that is, pulp sold by pulp mills and bought by paper mills. We produce pulp for our own paper production (integrated pulp) and to sell to other papermakers (market pulp). We produce only hardwood pulp from our renewable forests of planted eucalyptus trees. Eucalyptus pulp is widely accepted among producers of printing and writing paper, specialty papers and tissue papers worldwide because of its properties and cash production cost, and it has represented an increasing percentage of the world production of hardwood pulp. Eucalyptus trees in Brazil have a shorter growth cycle than other hardwood trees (approximately seven years in Brazil) and higher yield per planted hectare. Brazil’s competitive advantage is driven by the fact that Brazil has the fastest tree growth rates in the world and the highest productivity rate. Thus, we believe that we are among Brazilian pulp producers that have the lowest production cost in the global market. The key drivers of global virgin pulp demand growth are packaging, tissue and special paper. According to Hawkins Wright these grades presented an average annual growth rate (AAGR) from 2013 to 2023 of 1.2%, 2.6% and 2.0%, respectively. Paper consumption in China has been the main driver of demand growth over the past years. According to PPPC, global demand for pulp (including softwood pulp and hardwood pulp) and for tissue is expected to continue increasing in the following years. Source: Pulp and Paper Products Council – PPPC S&D (December 2024). 31
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Table of Contents Source: Pulp and Paper Products Council – PPPC S&D (December 2024). Source: Pulp and Paper Products Council – PPPC (December 2024). 32
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Table of Contents According to Hawkins Wright, in 2024, we were among the top ten market pulp producers in terms of capacity, with a combined 15% market share of chemical market pulp capacity. Source: Hawkins Wright, December 2024. Source: Pulp and Paper Products Council – PPPC S&D (December 2024). Our Company With 100 years of experience, we operate mainly in the pulp (paper grade and fluff) and paper (paperboard, printing and writing and tissue) segments. We believe that we are one of the largest vertically integrated producers of pulp and paper in Latin America and, according to Hawkins Wright, we were the largest producer of eucalypt pulp in the world and virgin market pulp in the world in 2024. As other Brazilian eucalyptus pulp producers, we have one of the lowest cost of pulp production in the world. We believe our modern technology of plantation and harvesting and our strategic location for plantation facilities are among our competitive strengths. We believe we are one of Brazil’s largest paper producers, and based on data from IBÁ, we accounted for nearly 43% of the printing and writing paper and 25% of the paperboard produced in Brazil in 2024. 33
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Table of Contents Our structure includes administrative offices in Salvador and São Paulo, two integrated pulp and paper production facilities in the state of São Paulo (Suzano and Limeira units), a non-integrated paper production facility in the state of São Paulo (Rio Verde unit), an integrated pulp, paper and tissue facility in the state of Bahia (Mucuri unit), an integrated pulp and tissue facility in the state of Maranhão (Imperatriz unit), two paper facilities in the states of Pará and Ceará (Facepa), and FuturaGene, a biotechnology research and development unit. We also own pulp production facilities in the state of Espírito Santo (Aracruz unit), in the state of São Paulo state (Jacareí Unit), two units in the state of Mato Grosso do Sul (Três Lagoas unit and Ribas do Rio Pardo unit) and 50% equity participation in Veracel together with Stora Enso, an industrial unit located in Eunápolis (in the state of Bahia). After we completed the acquisition of Kimberly-Clark's Tissue business, our structure also includes a tissue facility in the state of São Paulo (Mogi das Cruzes unit). In October 2024, we completed the acquisition of an integrated paper production mill in Pine Bluff and an extrusion and conversion facility in Waynesville, in the US. Both assets were previously owned by Pactic Evergreen. We own one of the largest distribution structures for paper and graphic products in South America, maintain a office in China and have subsidiaries in the United States, Switzerland, Argentina, and Austria. Our eucalyptus pulp production satisfies 100% of our requirements for paper production, and we sell the remaining production as market pulp. As of December 31, 2024 our total eucalyptus pulp installed capacity was 14.4 million tons per year. The scale of our production capacity, the proximity of our planted forests to our mills and the integration of our pulp and paper production process allow us to benefit from substantial economies of scale and low production costs. Our Limeira, Suzano, Rio Verde and Jacareí mills are located near the city of São Paulo, the largest consumer market in Brazil according to data from IBÁ and RISI. These mills are located approximately 150 km from the port of Santos, an important export hub. They can supply both domestic and international markets in a competitive manner. Our Mucuri and Aracruz units are focused primarily on export markets. Mucuri is located approximately 250 km from Portocel, a port specialized in exporting pulp located in the state of Espírito Santo, in which Suzano holds a 51% stake, while Aracruz is located only three km from Portocel. The Imperatriz unit, in Maranhão, is also focused primarily on export markets. Its gateway for the external market is the Port of Itaqui, 600 km far from Imperatriz. Exports are carried from our mill to the ports by train, which allows for very competitive transportation costs. The Três Lagoas and Ribas do Rio Pardo unit, in Mato Grosso do Sul, are both focused on export markets, and most of its volume is transported by train to the Port of Santos, where all exporting volumes are shipped. The relatively short distances between our planted forests, our mills and most of our Brazilian customers or export facilities provide us with relatively low transportation costs. Pulp and Paper We manufacture a diverse range of eucalyptus pulp and paper products, including pulp utilized in our paper production processes and market pulp. Our sales encompass both domestic market and international. Our product portfolio includes coated and uncoated printing and writing paper, paperboard, tissue paper, market pulp, and fluff pulp. Specifically within the printing and writing paper category, we offer various sizes and shapes, including cut paper for general purposes (cut-size), folio size, and reels. Our sales are not concentrated in any specific customer, in either the Brazilian or the export markets. As of December 31, 2024, one of our customers was responsible for 9.8% of the net sales of pulp segment (10.3% on December 31, 2023) and no customer was responsible for more than 10.0% of the net sales of paper segment on December 31, 2024 and 2023. 34
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Table of Contents Pulp and Paper Production Process Our production process comprises the three main stages: (i) planting and harvesting forests; (ii) pulp manufacturing; and (iii) paper manufacturing. Consistent with our strategy of conducting our business in accordance with the highest environmental standards, we use plantation and harvesting techniques that are environmentally friendly and sustainable, such as minimum- impact cultivation and soil preparation techniques that avoid erosion, maintain soil fertility along generations and promote high levels of efficiency and productivity. Planting and Harvesting Forests The development of our planted forests starts in our nurseries, where we use the most modern cloning technology available, and in third-party nurseries that use our genetic materials. The saplings we produce in our nurseries are a variety of eucalyptus that increases the production of pulp and are well suited for the climate and other geographic aspects of the micro- regions in which they will be planted. A harvester is used to cut, de-limb and de-bark the trees, and to cut them into logs. Part of the bark and leaves of the harvested trees is left in the planted forests. A forwarder carries the logs to the edge of the planting area, where a loader loads the logs onto a truck for transportation to the mill. The management of our forests is the base that sustains our business, based on the planting and management of renewable forests, targeting of a competitive supply of wood through long-term planning and development and application of genetic improvements. As of December 31, 2024, we owned or leased approximately 3.2 million hectares of land, of which approximately 1.7 million hectares were used for eucalyptus cultivation and 1.2 million for forestry reserves, ensuring compliance with Brazilian law that determines the percentage of area required for legal and permanent preservation reserves, located mainly along the rivers. Remaining 0.2 million hectares are related to other uses such as roads. Our production units are in compliance with or exceed environmental standards – both Brazilian and international – for the production of pulp and paper. Given the high degree of integration between the production of pulp and paper, we have a low conversion cost of pulp to paper. Several factors account for our competitive advantage with regard to the cost of wood for the production of pulp: favorable topographic, climate and soil conditions in the regions of Brazil where we operate; advanced genetic improvement and harvesting technology; low average distances between our planted forests and mills, which are among the shortest in the world; our clone selection system, which improves our forests’ yield and industrial performance, integrating our forestry and industrial activities; and our advanced techniques to maximize soil potential, such as mosaic plantation and minimum environmental impact cultivation techniques. Together, these factors enable us to enjoy: a high and increasing average volume of wood per planted hectare; a higher concentration of fibers per ton of harvested wood; the sustainable development of our operations; relatively low operating costs; and eucalyptus tree harvest rotations of approximately seven years, a period shorter than the harvest rotation periods in other regions of the world. 35
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Table of Contents Pulp Manufacturing The pulp manufacturing process takes place in two stages: The “Kraft” Cooking Process. The logs received in our pulp mills are first de-barked, if not already de-barked in the field, and chipped in small pieces. The wood chips are screened by size and then transferred with conveyors to the impregnation stage followed by a pressurization and feeding system to the digester where they are “cooked” with sodium sulfide and caustic soda. This “kraft” cooking process is known for minimizing damage to the pulp fibers and allows the recovery of chemicals, thereby preserving high uniformity and strength of the fibers for subsequent paper production or other uses. During the cooking process, the cellulose fibers are separated from lignin and other extractive to produce unbleached pulp fibers. The unbleached pulp is then screened, washed and submitted to a pre-bleaching stage where oxygen delignification takes place. The combination of Kraft cooking and pre-bleaching removes approximately 95% of the lignin. At this stage, the pulp can already be used for specific paperboard applications, such as in one of the paper machines at the Suzano mill. Although not our main product, unbleached pulp grades can be commercialized or used in specialty packaging papers or boards. The lignin and other by-products of the Kraft process form a substance known as “black liquor”, which is separated and pumped to evaporators to increase its solids concentration. Thereafter, the concentrated black liquor is burned in recovery boilers, where it serves as the primary fuel for generating steam and electricity to power the entire production process. Also, approximately 99.0% of the chemicals used in the kraft cooking process are recovered and reused within a closed-loop chemical recovery system, with only minimal makeup chemicals needed to compensate for losses. Bleaching. To produce bleached pulp, the unbleached pulp is submitted to a chemical bleaching process. The bleaching process promotes further selective delignification and increases brightness of the fibers. This process consists of a series of medium-consistency bleaching stages in towers. In each bleaching tower a different mixture of bleaching agents is applied and after each stage, the pulp is washed. Three or four bleaching stages are required to obtain a fully bleached pulp. Our modern and low environmental impact bleaching processes are either elemental chlorine free (ECF) or total chlorine free (TCF). The bleaching process is designed to be harmless and may incorporate chlorine dioxide, sulfuric acid, caustic soda and hydrogen peroxide, without the use of elemental chlorine. At the end of the bleaching stages, the diluted bleached pulp, in its fluid state, is pumped to storage towers. Thereafter, the bleached pulp may be transferred directly to integrated operations in our own paper production or tissue paper facilities. We produce paper in the Mucuri, Suzano and Limeira mills and also supply slushed pulp to integrated paper producing customers in Jacareí (Ahlstrom) and Três Lagoas (Sylvamo Corporation). Our tissue paper production takes place in the Mucuri and Imperatriz mills. The majority of bleached pulp is, however, sold as raw material after being dried in high-capacity drying machines and converted into bales. In the Suzano mill, we are also producing dried pulp in rolls for fluff applications. Paper and Tissue Paper Manufacturing We produce (i) uncoated woodfree printing and writing paper at our Mucuri unit, Limeira unit, Suzano unit and Rio Verde unit; (ii) coated woodfree printing and writing paper at our Suzano unit and Limeira unit; (iii) paperboard at our Suzano unit and at our recently acquired Pine Bluff unit, in the US, and (iv) tissue papers at Mucuri, Maracanau, Cachoeiro do Itapemirim, Imperatriz, Mogi das Cruzes and Belém. We start the paper production process by sending the pulp to refiners, which increases the fibers’ resistance. The pulp slurry is then fed into the paper mill, where it is mixed with fillers and additives to provide the necessary properties required by paper grade and the end users. These additives include synthetic sizing, precipitated calcium carbonate, optical dyes, and others. During the paper and paperboard production, the sheet is formed, pressed and dried in a continuous process. At the end of the process, jumbo rolls are obtained and then converted into reels, folio sheets or cut-size paper. In the case of coated paper, the paper receives additional surface treatments with coating and additional drying before converting to reels or sized papers. Tissue papers are produced in dedicated tissue machines. Different from other paper machines, the tissue ones seek for other characteristics like softness, bulk and absorption. Tissue paper production requires very little additives and mechanical preparation of the fibers (refining) in special parameters, normally low intensity. Tissue papers are produced in dedicated tissue machines, different from other paper machines and seek for other characteristics like softness, volume and absorbance. Tissue paper production requires very little additives and mechanical preparation of the fibers (refining). The produced tissue paper mother rolls can be converted on site, converted in dedicated conversion units or sold. 36
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Table of Contents Computerized systems control or monitor all process stages. The marketing, sales and production, personnel work close together to manage the programming and control of our paper production process. In this manner, we are able to plan, optimize and customize different product runs and to anticipate, respond and adapt to seasonal variations and customer preferences. Pulp and Paper Production Schedule Our integrated pulp and paper mills operate three shifts, 24 hours a day, every day of the year, with the exception of scheduled maintenance periods. The dates of these maintenance periods are flexible and may be moved as a result of factors such as production, market conditions and supply of materials. We keep an inventory of certain spare parts that we consider critical to the production process or that are difficult to replace. We have also developed a close relationship with our suppliers to ensure access to spare parts. Pulp Sales Pulp Sales The following table sets forth our Brazilian domestic and export sales of pulp for the periods indicated. For the year ended December 31, 2024 2023 2022 (in tons) Suzano’s pulp sales volume Brazilian 664,597 700,823 751,212 International 10,102,793 9,514,617 9,848,441 Total 10,767,390 10,215,440 10,599,653 Pulp Net Sales The table below sets forth our pulp net sales by geographic region for the periods indicated. For the year ended December 31, 2024 2023 2022 R$ (million)Total (%)R$ (million)Total (%)R$ (million)Total (%) Pulp net sales by geographic region Domestic market (Brazil) 2,295.3 6.1 2,144.0 7.0 2,665.7 6.4 Foreign market 35,298.2 93.9 28,533.0 93.0 38,718.5 93.6 Asia 15,760.8 41.9 13,588.0 44.3 18,294.0 44.2 Europe 11,895.4 31.6 8,701.0 28.4 12,768.3 30.9 North America 6,965.7 18.5 5,682.0 18.5 7,055.6 17.0 Others 676.3 1.8 562.0 1.8 600.6 1.5 Total 37,593.5 100.0 30,677.0 100.0 41,384.2 100.0 Pulp Customers In 2024, most of our sales were made under contracts to customers with whom we have a long-term relationship in the Brazilian and export markets. Most of our customers are tissue, printing and writing and specialty paper producers that value the high-quality pulp produced and the reliability of supply provided by us. The majority of deliveries to final customers during last year were made from our overseas terminals in the United States, Europe, – and direct shipments to Asia. 37
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Table of Contents Prices may vary among the different geographic regions in which our customers are located. For a specific region, usually the price arrangements under our sales contracts are consistent with each customer profile, varying according to volume negotiated, regularity of purchase and our commercial strategy. Our sales contracts provide for early termination in the event of a material breach, insolvency of one of the parties or a force majeure event of an extended duration. We have a diversified customer base for its pulp products. Our customers generally purchase their products using credit provided by us. We believe we have a good knowledge base to manage our credit risk portfolio through financial (letters of credit and insurance) and non-financial instruments (guarantees). Paper Sales We sell our paper products in Brazil and abroad. The markets we seek to serve are large and very competitive. Although price is very important in these markets, we believe that customers that have high-quality standards prefer our products due to the value and quality our paper imparts to their final products. This preference is shared among customers of all segments, from producers of notebooks and non-promotional materials, to more sophisticated customers, such as producers of promotional materials, high-quality packaging and art books. The table below sets forth our paper net sales by geographic region for the periods indicated. For the year ended December 31, 2024 2023 2022 R$ (million)Total (%)R$ (million)Total (%)R$ (million)Total (%) Paper net sales by geographic region Domestic market (Brazil) 7,278.6 74.2 6,719.0 74.0 5,858.9 69.4 Foreign market 2,531.2 25.8 2,358.0 26.0 2,587.7 30.6 Central and South America 1.179,8 12.0 1,437.0 15.8 1,641.3 19.4 North America 914.2 9.3 476.0 5.2 608.7 7.2 Europe 355.8 3.6 302.0 3.3 325.5 3.9 Others 81.4 0.8 143.0 1.6 12.2 0.1 Total 9,809.8 100.0 9,077.0 100.0 8,446.6 100.0 (1) Excludes Brazil. Paper Customers Our customers generally purchase our products using commercial credit provided by our company. We have a diversified customer base for our paper products. We believe we have a good knowledge base to manage our credit risk portfolio through financial (letters of credit and insurance) and non-financial (guarantees) instruments. Additionally, we believe that our strategy to diversify our portfolio of paper clients improves our credit risk performance due to lower correlation between large, medium, small and micro sized clients. Seasonality Forest products, such as pulp and paper products, are typically cyclical. Changes in inventories are usually important in price determination. Furthermore, paper demand depends largely on general economic conditions, since production capacity slowly adjusts to changes in demand. Therefore, we can expect seasonal changes in paper net revenues in Brazil depending on such factors. Changes in production capacity may also affect prices. (1) 38
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Table of Contents Similarly, the pulp industry seasonality pattern has been historically correlated with paper production. World paper production normally increases by the end of the summer vacations in the northern hemisphere, as well as during the Christmas and New Year holidays. In Brazil, specifically, paper demand increases in the second half of the year, mainly due to the production of notebooks and books for the beginning of a new school year, which begins in February, and, in some years, governmental programs such as the National Didactic Book Program (Programa Nacional do Livro Didático) purchases. Compared to the pulp market, paper market has a larger number of producers and consumers and greater product differentiation. Although the price of paper is cyclical and historically tied to the price of pulp, with a slight time difference, it is generally considered less volatile than the pulp price. The main factors affecting the price of paper are economic activity, ability to expand production and fluctuation in exchange rates. Due to specific factors, including pulp and paper machine closures, start-up of new capacities, changes in the cost structure of the industry and the increase of global pulp demand, the seasonality trends observed in the past for the pulp industry may be subject to changes in the future. Nevertheless, seasonality has not caused significant impacts on us over the last three years. For this reason, we do not measure the impacts of seasonality in our results. Raw Materials The main raw materials used in pulp and paper production are described below. Wood We use fibers from three primary sources for the production of our paper: (i) our pulp; (ii) recycled paper; and (iii) mechanical pulp. Recycled paper and mechanical pulp are used in the interior layers of certain types of paperboard. We use eucalyptus trees for the production of all of our pulp. The management of our planted forests is a key resource for wood. For further information, see “Item 4.—Business Overview—Our Company—Pulp and Paper—Planting and Harvesting Forests.” Energy Our energy matrix is predominantly renewable, with biomass (classified as an energy resource in the forest energy biomass categories) serving as the primary source. The majority of our energy generation is derived from black liquor, a by- product of the pulp manufacturing process, produced through the kraft chemical recovery process utilized in our mills. This black liquor is burned in chemical recovery boilers, contributing significantly to our steam generation. As secondary energy sources, we utilize bark, wood chips, and wood waste in our processes. These materials are used as complementary fuels to meet the energy requirements of our operations and are burned in auxiliary boilers. Consequently, our chemical recovery process enables us to generate energy in an environmentally friendly manner. A substantial portion of our energy consumption is supplied by our own electricity generation. Several of our industrial plants are self-producers of energy, consuming the energy generated on-site and exporting surplus energy to the Brazilian national grid. The plants that produce 100% of the energy they consume include Mucuri (BA), Imperatriz (MA), Três Lagoas (MS), Veracel (BA), and our new factory of Ribas do Rio Pardo (MS). Surplus energy from self-producing plants is allocated to other locations with energy deficits through contracts accounted for at the CCEE (Brazilian Energy Compensation Chamber). We have undergone the certification process to issue the I-REC (International REC Standard) based on the renewable energy generated by the Três Lagoas (MS) industrial unit. This certificate represents the renewable generation attributes of one megawatt-hour (MWh) of energy produced from biomass and can be sold by the generator on the electricity market. In 2024, we commercialized a total of 337,915 I-RECs. 39
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Table of Contents We also invest in energy efficiency and research and innovation, aiming to increase renewable energy generation by optimizing the use of our own resources. Over the years, we have reduced our consumption of fossil fuels. In terms of energy efficiency, the chemical recovery process plays a crucial role in pulp and paper production. This process is consistently emphasized in our actions, and we have developed several projects focused on energy efficiency at our industrial plants. We have set a long-term goal to increase our renewable energy exports to the national grid by 50% by 2030 (baseline 2018). In 2024, we exported approximately 1,521 GWh of energy. In 2024, our energy matrix consisted of 88% renewable sources. Non-renewable sources represented 12%, with natural gas being the most significant source, primarily used in the lime kiln process, as well as diesel oil used in forestry, logistics, and transportation. Chemicals A variety of chemicals, including sodium sulphate, sodium hydroxide (caustic soda), sodium chlorate, chloride, hydrogen peroxide and oxygen, are utilized in the paper production process, mainly in the pulp production phase. In the production of coated paper, we use various additives, primarily kaolin, calcium carbonate, latex, starch, bleaches and binders. The chemicals used in the pulp production process are recovered and recycled within our pulp mills. All chemical waste is treated in order to conform to the most current standards and practices of the pulp and paper industry worldwide. The chemicals used in the pulp and paper industry are commonly used in a variety of other industrial activities and do not present a uniquely hazardous threat. Notwithstanding this fact, we strictly adhere to all safety rules and regulations related to the transport, storage and production of chemical products. In addition, we maintain an insurance policy to cover liability in the event of an accident in the transportation, storage or production of chemical products. Transportation The cost of transportation of pulp and paper products to the consumer market is an important component of our competitiveness. In the years ended December 31, 2024, 2023 and 2022, logistics costs accounted for 21.3% 19.5% and 21.5% of our cost of goods sold and selling expenses, respectively. Our scale of production, the proximity of planted forests to our pulp mills and planted forests in relation to our factories and the integration of the processes of pulp and paper production gives us substantial economies of scale and lower production costs. Suzano, Rio Verde and Limeira units, in the state of São Paulo, are strategically located near our major customers for paper products and approximately 150 kilometers from the port of Santos. The Mucuri unit, which primarily services the external market, is strategically located approximately 250 kilometers from Portocel, a port that specializes in the exportation of paper and pulp, and approximately 320 kilometers from the port of Vitória. The Imperatriz unit, in Maranhão, which also primarily services the external market, is located approximately 600 kilometers from the port of Itaqui. The proximity of our forests, factories, Brazilian clients and ports allows us to enjoy relatively low transportation costs, which, in turn, provides a competitive cost structure for exports. In addition, the Brazilian market may take advantage of Jacareí mill’s proximity to São Paulo and Rio de Janeiro, while the Aracruz mill has the one of the best logistics in the industry, approximately three kilometers to the Portocel port facility. The Três Lagoas and the Ribas do Rio Pardo mills are located near the “Malha Paulista” railway in the southeast of Brazil, ensuring the cost competitiveness of this mill, although distance from the port is approximately 750 and 850 kms. 40
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Table of Contents Port Operations The pulp produced for export is shipped in two ways: as break bulk cargo on dedicated ships and as containerized cargo through partial service via long-term maritime charter contracts or spot contracts to Suzano's terminals abroad, and then delivered to customers. We conduct operations in the port of Itaqui, (state of Maranhão), port of Santos (state of São Paulo) and port of Barra do Riacho (namely Portocel - state of Espírito Santo). Port of Itaqui The port of Itaqui is located on the coast of the state of Maranhão. From this port, we exported in 2024 pulp produced at the Imperatriz mill, which is located approximately 600km away from the port of Itaqui, where we have a warehouse of 73,000 tons, and a berth of vessels up to 225m of Length of Overall (LOA), 76.500 ton of DWT (Deadweight Tonnage) and 15m of draft. The berth is managed by EMAP and we have preferential berthing rights. Port of Santos The port of Santos is located on the coast of the state of São Paulo. From this port, we export pulp produced at the Jacareí/SP, Limeira/SP, Três Lagoas/MS and Ribas do Rio Pardo/MS units, which are located approximately 150, 250, 750 and 850 kilometers away from the port of Santos, respectively. Through a concession, we operate terminal 32 (T32) of the port of Santos and at Vertere (DP World Santos). We conducted an expansion process, complete in 2024, in both ports to attend the demand from a new mill in Ribas do Rio Pardo (Cerrado Project). At Terminal 32, we have expanded our infrastructure by adding two additional railway lines, bringing the total to four, and have installed a new portico. At the DP World facility, we have enhanced operational capabilities by incorporating two overhead cranes into the new warehouse. The containerized pulp is exported using third-party terminals designated by the shipping companies. Paper produced by us for export is mainly shipped out of the port of Santos, which is located approximately 80 kilometers from the Suzano unit and about 250 km from the Limeira unit, where most of the paper production designated to export markets comes from. We also operate with containers at the port of Santos, mainly used in the paper and fluff business. Portocel The pulp produced for export at the Aracruz, Mucuri and Veracel pulp mills is shipped out of the port of Barra do Riacho (Portocel), which is located approximately three kilometers, away from Aracruz, approximately 250 kilometers away from Mucuri and 260 nautical miles, from Veracel’s barge terminal. We own 51% of Portocel, the company that operates the port terminal of Aracruz. The remaining 49% of Portocel is owned by Cenibra, another pulp manufacturer. The Portocel is a modern facility that has the capacity to handle approximately 7.5 million metric tons of pulp and wood per year, from their owners and other players, and different types of material like aluminum, steel coils, granite and project cargo. Warehouse facilities at Portocel are capable of storing approximately 220,000 metric tons of pulp (static storage). Marketing and Distribution We have our own sales teams for our pulp and paper business units, which sell our products in both the Brazilian and international markets, to final consumer or distribution intermediaries. We sell our products in both the Brazilian and export markets. In the years ended December 31, 2024, 2023 and 2022, 79,8%, 77.7% and 82.9%, respectively, of our net sales from market pulp and paper products was attributable to sales made outside of Brazil. Domestically in Brazil, we have a sales staff consisting of employees operating in various regions of Brazil. 41
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Table of Contents Pulp Our pulp business unit’s commercial strategy is based on three pillars: strong relationships, long-term partnerships and differentiated services. To ensure proximity with our national and international customers and to ensure that our products are tailored to their needs, we use a Brazilian sales team, which services Latin America, and local sales teams in the United States, Austria, China and Singapore. In Brazil and in each of our international offices, we have technical assistance departments that focus on our customers’ needs, with the purpose of providing our customers with smart technical solutions for their transition from other types of fiber to eucalyptus fiber. We organize annual technical workshops, in Brazil and in each of the countries where we operate, to share with our customers and international offices our innovative initiatives, technical developments and market strategy. Paper In 2024, 74.2% of our paper net sales were made to the Brazilian market. In order to better serve this market, we have divided it into five categories, designing different commercial and marketing strategies for each segment: • Packaging: this is the main end use of our paperboard sales and involves production of packaging for the pharmaceutical, cosmetic, toys, clothing, shoes, food, beverage, hygiene, and cleaning industries. We also serve liquid packaging and food service segments of paperboard, through our Pine Bluff mill in the US. • Advertising and Catalogs: this segment mainly involves coated paper sales and production of promotional flyers, catalogues, displays and signs; • Books: this segment accounts for the production of books, educational textbooks, magazines and newspapers and involves the sale of all of the paper types that we produce (coated, uncoated and paperboard); • Notebooks: this segment involves the production of notebooks and diaries in both the local and export markets, and uses uncoated paper and paperboard; • Copy Paper: this segment encompass office end uses and retail channel, which involves the commercialization of uncoated paper in cut-size format (e.g., letter and A4 sizes) in stationery stores and self-service businesses. To serve the first four categories listed above, we use various distribution channels: we directly sell large paper volumes to publishers and converters, and sell small paper volumes both indirectly through publishing distributors and directly through our sales team spread across Brazil. In the copy paper segment, we sell indirectly through paper distributors and directly through our call center, e-commerce, or commercial team for customers with large volumes. We own distributors for our paper and graphic products, one in Brazil, one in Argentina, Stenfar S.A.I.C. Importadora y Exportadora and (Stenfar), and one in Ecuador, Suzano Ecuador. For Brazilian distribution, we rely on four regional distribution centers: one in São Paulo, one in Serra (Espírito Santo) and one in São José dos Pinhais (Paraná), as well as our local distribution centers, in the cities of Campinas and Ribeirão Preto (state of São Paulo), Belém (state of Pará), Brasília (federal district), Campo Grande (state of Mato Grosso do Sul), Cuiabá (State of Mato Grosso), Londrina (state of Paraná), Fortaleza (State of Ceará), Goiânia (State of Goiás), Manaus (State of Amazonas), Porto Alegre (State of Rio Grande do Sul), Recife (state of Pernambuco), Rio de Janeiro (state of Rio de Janeiro), Salvador (state of Bahia), Uberlândia (state of Minas Gerais), Belo Horizonte (state of Minas Gerais), and a newly inaugurated local distribution center in Chapecó (State of Santa Catarina). In October 2024, we completed the acquisition of two new assets in the US from Pactiv Evergreen, an integrated paperboard mill, in Pine Bluff, and an extrusion and conversion facility in Waynesville. These assets allow us to distribute those products locally and export them to foreign markets from the US. 42
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Table of Contents Other than distributing our own line of paperboard and printing and writing paper, we also distribute other product lines to reach the graphics, editorial and consumer segments and to public agencies. In Argentina, Stenfar is a company-owned distributor of paper and computer supplies operating in Argentina, through which we conduct such distribution operations. Stenfar has been operating for more than 58 years and has an important and active presence in the market, located in Buenos Aires. Stenfar services the graphics, editorial and consumer segments and public agencies, working with printing and writing paper, paperboard and computer supplies. In Ecuador, Suzano Ecuador is a wholly-owned subsidiary that operates as a paper distributor. Through Suzano Ecuador, we conduct our distribution operations in the country. Suzano Ecuador commenced its operations in 2023, and since then, we have been expanding our presence in the market. In addition to providing a more comprehensive portfolio of services and products to our customers, our distribution operations in Brazil, Stenfar's distribution operations in Argentina, and the establishment of Suzano Ecuador reflect our commitment to improving our distribution channels. By expanding our network, we aim to benefit our clients directly by increasing proximity and agility in meeting their needs. Alongside our own lines of paperboard and writing and printing paper, we also distribute other complementary product lines not produced by us, catering to the graphics, publishing, consumer, converter, and government entities segments. Competition The pulp industry is highly competitive. The top 20 producers currently supply approximately 79,2% of the global virgin market pulp capacity according to Hawkins Wright (December 2024). We face substantial competition from numerous producers of paper and hardwood market pulp, including major Brazilian producers, such as Bracell, Eldorado, CMPC and Celulose Nipo Brasileira S.A. (Cenibra). Many factors influence competitive position, including mill efficiency and operating rates and the availability, quality and cost of wood, energy, water, chemicals, logistics and labor, and exchange rate fluctuations. Latin American pulp producers have structural cost advantages over other global competitors, mainly in North America and Europe, due to their shorter harvest periods and higher land productivity, which is only partially offset by geographical distance from the end markets. Many of our Latin America competitors enjoy cost advantages similar to ours, including low production costs, and have access to similar sources of funding to finance their expansion projects. The international pulp and paper markets are highly competitive and involve a large number of producers worldwide. As a vertically integrated pulp and paper producer, we compete not only with other vertically integrated pulp and paper producers, but also with companies that produce only pulp or paper. Many of these producers have greater financial resources than we do and enjoy lower financing costs. However, as the largest producer of eucalyptus pulp and virgin market pulp in the world in 2024, according to Hawkins Wright, we maintain our competitive advantage by keeping production costs low, maintaining long-term contracts with our customers and vertically integrating our operations. Sustainability Strategy We guide our sustainability strategy based on Material Topics identified through a comprehensive study that combines the perspectives of various stakeholders — those with interests in the sectors in which we operate — with key topics for our business, such as Water and Effluents, Biodiversity, Emissions and Climate Change, Waste and Hazardous Materials, Certifications, Relationship with Communities, Product Design and Life Cycle Management, Supplier Management. In determining materiality, we follow internationally recognized guidelines, such as the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB). Furthermore, all of our Material Topics are in line with the United Nations (UN) SDGs. In our business, we make innovation and sustainability go hand in hand to transform renewable raw materials from trees into innovative and sustainable bioproducts for billions of consumers in over 100 countries. We strive to be an agent of change and develop solutions to face the challenges of our society. 43
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Table of Contents Guided by our Commitments to Renewing Life, we leverage our role in the value chain and society. These are a set of 15 goals, in line with the SDGs, representing a strategy created collaboratively, considering the views of hundreds of people, from different stakeholder groups They lead us to make significant changes in the way we produce, consume and relate to the world today, contributing to a regenerative economy. Our non-financial information is reported annually and is limited assured by an independent third party. The Sustainability Report and Sustainability Center were published prior to the 2025 General Assembly, in accordance with major sustainability reporting frameworks, including the Global Reporting Initiative (GRI), the principles of International Integrated Reporting Council (IIRC), Resolution 59 of the Brazilian Securities and Exchange Commission (CVM, in Portuguese), and the SDGs. Our Sustainability Report includes metrics from the Sustainability Accounting Standards Board (SASB) for the Pulp & Paper Products, Forest Management, and Containers & Packaging sectors, it considers the International Financial Reporting Standards S20 guidelines for Climate-Related Disclosures (IFRS S2), by the International Sustainability Standards Board (ISSB), which incorporated the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD). Our Sustainability Report, is not incorporated by reference in this annual report on Form 20-F. Focusing on priority ESG ratings, in 2024, we achieved the following results: MSCI rating "BB"; platinum medal on EcoVadis, continuing as one of the best rated companies in the world; scored "B" f Climate Disclosure Project (“CDP”) in Forest and Water transparency and "C" in Climate Change; and rating for “Low Risk” on Sustainalytics. We have secured funding through sustainability linked financing, including Green Bonds (securities linked to the use of proceeds for projects with environmental additionality), Sustainability Linked Bonds (“SLBs”), and Sustainability Linked Loans (“SLLs”) (bonds and loans linked to sustainability performance targets). As the first company in the Americas and the second globally to issue an SLB, in 2020, Suzano has remained focused on the sustainable finance agenda. In 2025, we will continue to focus on new opportunities and innovation, in line with our public sustainability commitments. As of the end of 2024, 46% of our debt was composed of sustainable financial instruments. In 2024, we debuted in a new market by becoming the first non-governmental and non-financial company in the Americas to issue in the Chinese market, in the so-called Panda Bonds, with a green classification. These funds will be entirely allocated to certified eucalyptus planting in Brazil. This initiative reaffirms our focus on diversifying funding sources, seeking more competitive alternatives, accessing new investors in the second most liquid capital market in the world. We also maintain our policy of incorporating sustainability criteria into our investment analysis, considering our set of 15 sustainability goals along with the financial parameters, as well as the internal carbon price and the shadow carbon price. Environmental Matters General We are committed to produce pulp and paper with efficiency and with the lowest impact on natural resources and the environment. Our continuing goal is to increase our positive impacts, while avoiding and mitigating adverse impacts on the environment by controlling our emissions, preserving biodiversity and by fully complying with Brazilian environmental regulation, legislation and recognized international standards. Our industrial units are ISO 14001 certified, which attests to our environmental management system, except for Tissue mills (Belém, Maracanaú, Cachoeiro and Mogi Unit) and Suzano Packaging US. We also have received other certifications, including ISO 9001 and ISO 45001. 44
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Table of Contents Our forests units are certified by the Forest Stewardship Council® (FSC® -C010014) and the Programme for the Endorsement of Forest Certification (PEFC 28-32-63), including controlled sources. Both FSC and PEFC seals attests our responsible forest management. These seals were created by different multisector international organizations, have strong international recognition and are also labeled in several of our products and our clients’ products. We reinforce our commitment to establish plantations exclusively in areas previously anthropized by other uses whose conversion has not occurred under our responsibility, committing to a zero-deforestation policy. Our environmental commitments are supported and monitored by relevant organizations and coalitions such as the UN Global Compact, Climate, Forest and Agriculture Brazilian Coalition, the Alliance for the restoration of the Amazon and One Trillion Trees (1t.org), among others. We also have a strong commitment to community service and participate in and fund a variety of projects, including projects supported by Instituto Ecofuturo, a non-governmental organization that we have created and sponsor, whose purpose is to generate and share knowledge and practices that contribute to creating a culture of sustainability. Water We have a goal of reducing specific water withdrawal in our industrial units by 15% by 2030, linked to SDG 6. Considering the expected curve until 2030, we defined each mill’s internal annual and monthly targets and monitor monthly each mill’s internal targets, mapped out best practices, replaced equipment to enhance water efficiency and used recovered water in machines. To reinforce the topic’s governance priority, we defined targets linked to variable remuneration to the COO, Industrial Officers and lower positions. In 2024, we already achieved 73% of the target set out for 2030. Solid Waste and Wastewater The treatment of effluents in all industrial units is carried out in our own Effluent Treatment Plants and includes primary (physical) and secondary (biological) treatment. The biological sludge generated at the effluent treatment plants has been treated in different eco-efficient ways. In addition to complying with the applicable rules on solid waste, our mills have a waste management plan and operational procedures. Waste management includes daily monitoring and forums focused on reducing solid waste generation, increased recycling and internal reuse and reduction of shipment to landfills. The mills also receive internal and external audits. In 2020, we announced an ambitious goal to reduce the industrial waste sent to landfills by 70% by 2030. In 2024, our units in Limeira, Jacareí, Rio Verde and Mogi das Cruzes continued to maintain their performance of not sending waste to landfills. One of the major highlights of the year was the consolidation of the composting project at the Mucuri/BA unit, which reduced the unit's indicator by almost 10%. Biodiversity We are committed to a zero deforestation policy and adoption of best forest management practices, as defined by the Forest Stewardship Council (FSC). Therefore, our eucalyptus plantations co-exist interleaved with areas destined for biodiversity conservation - the mosaic landscapes approach, favoring the connection of native fragments and the establishment of ecological corridor. Our forest management practices follow all the legislation, standards and commitments undertaken. Also, being certified by international widely recognized standards, the FSC and the PEFC, both auditable certification schemes. We maintain and protect more than 1 million hectares of native vegetation, which corresponds approximately to 40% of our total area. To increase the protection and monitoring of biodiversity, we voluntarily identified areas considered global or nationally important for biodiversity conservation, defined as High Conservation Value Areas (HCVA) and Private Natural Heritage Reserves (IUCN Category IV). The scope of the target to preserve biodiversity considered our representativeness extent and territorial influence, focusing on the priority areas for the biodiversity conservation in Brazil, going beyond our properties. We have committed to “connect half a million hectares of priority areas for the conservation of biodiversity in the Cerrado (Brazilian Savannah), Atlantic Forest and Amazon” by 2030, measuring yearly the connected fragments (in hectares) and other benefits. 45
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Table of Contents Climate Change With one of the largest forest bases in the world, we understand our role in fighting climate change and constantly seek to expand our environmental performance and engagement. Together, native forests and eucalyptus plantations contribute directly to removing and storing CO2 from the atmosphere. Therefore, we are committed to doing more than reducing direct and indirect emissions from our value chain. Our purpose is to remove significant additional amounts of carbon from the atmosphere, thus mitigating the effects of the global climate crisis. Our starting point for measuring our actions is the Greenhouse Gas Inventory, a tool developed through internally established procedures and recognized methodologies (such as the Greenhouse Gas Protocol) and verified by a third party, which annually accounts for Suzano's total emissions (Scope 1, 2 and 3) and removals. Using the Greenhouse Gas Inventory tool, it is possible to assume and monitor the long-term goals below: • Removing 40 million tons of CO ₂ equivalent from 2020 to 2025; and • Reducing the intensity of carbon emissions (Scopes 1 and 2) by ton of product produced (tCO ₂ eq/t) by 15% by 2030. The current emissions intensity target of a 15% reduction is in accordance with international standards, according to three methodologies: Transition Pathway Initiative (TPI), Baringa and Truecost. Since joining the Science Based Targets Initiative (SBTi), we have been working on establishing direct and indirect (scopes 1,2 and 3) emissions reduction target aligned with the 1.5 °C scenario. We also take part in the Climate Action 100+ initiative, led by investors. We report to CDP and seek to ensure that our public climate-related information is in line with global climate reporting best practices, such as IFRS S2, TCFD, GRI and SASB. Our Board of Directors, supported by the Sustainability Committee, directly oversees the opportunities and risks associated with climate change. Reflecting the growing importance of this issue within our Company, a portion of the variable compensation of the our directors and below positions is linked to sustainability and climate goals. The topics chosen for the goals relate to both emissions reduction initiatives and decarbonization projects, as well as the project to remove carbon from the atmosphere. Climate change and its potential effects are considered one of our priority risks to our operations. To this end, we have a structured system in place for assessment, treatment (i.e., response to risk), monitoring and reporting. Our assessment of the potential physical impacts of climate change, as well as those arising from the transition to a low-carbon economy, is conducted on an ongoing basis and will continue to evolve. The data is used to calibrate harvest and planting planning models and to review the assessment of co-related climate risks to define new specific action plans, when necessary. In 2024, we began using a new model for financial quantification of climate risks. We seek to calculate the future financial impact of the potential materialization of the main risks to which our assets and operations are exposed. As a first step, we carried out a pilot project that covered our entire operation in the northern region of Brazil and several of our corporate areas, providing important intel. These results will be used to scale and expand this new methodology to our other assets, initially providing the Company internally with relevant information to increase resilience and adaptive capacity in the face of different climate scenarios and provide feedback on business strategies. This project aims to prepare us to comply with future regulation. We also prioritize the use of renewable energy, as approximately 88.2% of the energy we use comes from renewablefuels (such as black liquor and biomass). We are self-sufficient in the Mucuri, Imperatriz and Três Lagoas units in terms of energyneeds and some mills are even selling surplus energy back to the grid. In 2024, 1,521,199 MWh of renewable electric energywere supplied to the public grid from these units. 46
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Table of Contents Carbon credits We are engaged in the certification of ongoing carbon credit projects, including the Horizonte de Carbono Project, which focuses on restoring degraded areas through reforestation with native and eucalyptus trees. On March, 2023, Verra, our certifier, completed the validation and verification of 1.9Mt CO2e for the Horizonte Project (VCS ID 3350). Of this amount 1.7 million metric tons of CO2e are eligible for credit issuance. Brazilian Environmental Regulation The Brazilian federal constitution assigns to the Brazilian federal government, the states, the federal district and the municipalities the authority to enact laws and issue regulations regarding environmental protection and preservation of Brazilian fauna and flora, as well as the power to enforce such laws. States can only enact laws and issue regulations to supplement federal law, exerting full legislative power only in the absence of federal regulations. The municipalities have authority to enact laws and issue regulations only with respect to matters of local interest or to supplement federal and state laws. The Brazilian environmental policy establishes that activities (i) considered actually or potentially polluting; (ii) that use natural resources; or (iii) that, in any manner, may result in environmental degradation, are subject to prior environmental licensing. This procedure is necessary both for the initial installation or expansion of any facility that meets any of those characteristics. The environmental licensing process generally follows three consecutive stages: preliminary license, installation license and operating license. Regarding licensing procedures, municipalities have the jurisdiction to license facilities that only have a local environmental impact, pursuant to definitions issued by the State Environmental Council. The Brazilian federal government is responsible for the environmental licensing of projects and activities: (i) within the Brazilian inland borders; (ii) located in the Brazilian territorial sea, continental platform or exclusive economic zone (which term is defined under Brazilian law); (iii) located in indigenous lands; (iv) located in national parks or other federal conservation areas; (v) between two or more Brazilian states; (vi) of military nature; (vii) regarding radioactive material and/or nuclear power; (viii) of national interest, as defined in the Executive Order No. 8,437/ 2015. Finally, the states are responsible for the environmental licensing of all the other activities located within their borders. The preparation of an environmental impact study and its corresponding environmental impact report, or EIA/RIMA, is required for purposes of licensing activities with significant environmental impact. In any such event, the company is required to pay a compensation fee for negative environmental impacts caused by the relevant project. This fee can amount to up to 0.5% of the total cost of the project. Since most of our main activities began before the enacting of the law that established the environmental compensation fee, we were not required to pay such compensation in those cases (projects performed before the year 2000). However, the activities started after the enactment of the National System of Conservation Units – SNUCs law are subject to the obligation to pay environmental compensation. Therefore, new projects may require additional investments to compensate for the environmental impact. Our licenses and permits for the operation of our plants require, among other things, that we periodically report our compliance with environmental laws, regulations and standards. With regard to our plans, we are currently either (i) in compliance with all operating and environmental licenses or (ii) in the process of renewing these licenses. 47
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Table of Contents Our forestry activities are regulated by the Brazilian federal government and the state governments of the states of São Paulo, Bahia, Espírito Santo, Minas Gerais, Mato Grosso do Sul, Piauí, Tocantins and Maranhão. The planting and harvesting of trees can only be done in accordance with a project previously approved by the state agencies, except for the States of São Paulo and Mato Grosso do Sul, where a forestry license is not required. Furthermore, in observance of the new Forestry Code (Federal Law n. 12.651/2012), we must keep at least 20% of our rural landholdings covered with native forests or replanted with native plant species as a Legal Reserve (Reserva Legal). Legal Reserves must be registered with a new registry system named the Rural Environmental Registration (CAR – Cadastro Ambiental Rural). In such system, the land owners shall provide information on all the environmentally protected areas to the supervisory agency. However, this restriction increases to 35% in the Cerrado biome and up to 80% in the Amazon forest biome. Also, according to federal law, native vegetation from areas along rivers and other water bodies as well as steep slopes and hilltops are to be treated as Permanent Preservation Areas, which are essential to the conservation of water resources, scenery, animal, human and plant health, biodiversity and soil in the area. Our forestry operations are in compliance with all applicable laws and regulations. See “Item 4. B ─ Environmental Matters.” Our operations are subject to various environmental laws and regulations, including those relating to air emissions, effluent discharges, solid waste and reforestation. In Brazil, individuals or legal entities that violate environmental laws can be punished by criminal sanctions that range from fines, imprisonment and confinement, in the case of individuals, to fines, restriction orders or dissolution, in the case of legal entities. In addition, administrative sanctions that can be imposed include, among others: • fines that may reach up to R$10 million if operating without a license and R$50 million in the case of severe environmental damages; • partial or total suspension of activities; • forfeiture or restriction of tax incentives or benefits; and • forfeiture or suspension of participation in credit lines with official credit establishments. In addition to criminal and administrative sanctions, pursuant to Brazilian environmental laws, the violator must also provide compensation and reimbursement for the damage that was caused to the environment and third parties. At the civil level, there is joint and strict liability for environmental damages. This means that the obligation to compensate for the damage caused to the environment may affect each and every individual or legal entity directly or indirectly involved, regardless of the existence of actual fault by the agents involved. Therefore, the engagement of third parties to carry out any intervention in our operations, such as the final disposal of waste, does not exempt the contracting party from eventual damages to the environment caused by the contractor. In addition, environmental laws provide for the possibility of piercing the corporate veil, in relation to the controlling shareholder, whenever such corporate veil is an obstacle for the reimbursement of damages caused to the environment. Using advanced technology, our operations comply with applicable Brazilian laws and regulations, and we believe that we also meet all recognized international standards determined by institutions and agreements to which we or Brazil are signatories. In the past five years, we have not received any administrative penalties or warnings that might be considered relevant or material fines that might be considered relevant in respect of violations of Brazil’s environmental laws or policies. Insurance We believe that we maintain adequate insurance coverage for our facilities related to our operational, commercial and business risks. Consistent with industry norms and practice in Brazil, we do not maintain insurance coverage for fire and other risks to our planted forests. Nonetheless, we adopt a series of measures, such as maintenance of a firefighting brigade and keeping the lanes between our production units of eucalyptus trees unobstructed, which historically has significantly prevented the spread of fires. With these initiatives, in 2024 we achieved an average response time to fires of 30 minutes from identification to fighting. We use the amounts we would otherwise pay as premiums for fire insurance to implement preventive and safety measures, such as installing fire towers and fire control equipment and training firefighting personnel. It is our policy to maintain insurance coverage for our inventory of wood. 48
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Table of Contents Organizational Structure The following chart shows our corporate structure as of December 31, 2024. 5.8% Bem Agro Integração e Desenvolvimento S.A.(Brazil)100% Suzano VenturesLLC(USA - Delaware) 44 13.9% Simplifyber (USA)100% FuturaGene Ltd. (England) 4 44 5.0% Nfinite NanotechnologyInc. (Canada) 4 49.9% Ibema CompanhiaBrasileira de Papel (Brazil)4 100% FuturaGene Delaware Inc(USA) 100% FuturaGene Israel Ltd.(Israel)4 4 100% Suzano OperaçõesIndustriais eFlorestais S.A. (Brazil) 4 4SFBCParticipações Ltda.(Brasil) (Brazil) 100%4 100% FuturaGene Inc(USA)4 100% Suzano International Finance B.V.(Netherlands)4 100% Paineiras Logística e Transportes Ltda.(Brazil) 4 100% Suzano Ecuador S.A.S.(Equador)4 100% Mucuri Energética S.A.(Brazil)4 100% MaxcelEmpreeendimentos e ParticipaçõesS.A. (Brazil) 100% Itacel - Terminal deCelulose de Itaqui S.A.(Brazil) 4 4 100% Suzano AustriaGmbH(Austria)4 Suzano S.A. (Brazil) 100% Suzano Pulp and Paper America,Inc(USA) 4 Biomas - ServiçosAmbientais,Restauração e Carbono Ltda(Brazil) 16.66% 4 100% Suzano Pulp andPaper Europe SA(Switzerland)4 100% Suzano Material TechnologyDevelopment Ltd(China - Shanghai) 4 100% SuzanoShanghai Ltd. (China) Suzano Canada Inc. (Canada - BC) Fibria Celulose(USA) Inc. (USA - Delaware) Lenzing (Austria) Suzano PackagingLLC (USA) Woodspin Oy(Finland) Suzano Finland Oy(Finland)4 100% Suzano Shanghai Trading Ltd.(China) 5 5 5 5 5 5 5 4 50%15 % 100 % 100% STENFAR S.A.U.(Argentina) F&ETechnologies LLC (USA - Delaware) Ensyn Corporation(USA - Delaware) Suzano TradingInternational KFT (Hungary) Suzano InternationalTrade GmbH (Austria) CelluForce Inc.(Canada) Spinnova Plc(Finland)4 5 5 5 5 5 5 50 % 100 % 24.80 % 100 % 100 % 100 % 8.28 % 50 % 18.78 % 100 % 100 % 100 % 100 % 51 % 50 % 100 % 100 % 100 % 6 6 6 6 6 6 6 6 Fibria Terminal de Celulose deSantos SPE S.A.(Brazil) F&E Tecnologia doBrasil S.A.(Brazil) Projetos Especiaise Investimentos Ltda.(Brazil) Portocel - TerminalEspecializado de Barrado Riacho S.A. (Brazil) VeracelCelulose S.A.(Brazil) Suzano Singapore pte.ltd.(Singapore) Suzano InternationalHolding B.V.(Netherlands) Suzano NetherlandsB.V.(Netherlands) 49
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Table of Contents Suzano Holding S.A. David Feffer3 Total ON: 29.1% Suzano Holding18.1% -ON 17.9% -PNA18.1% -PNBTotal: 18.0% David Feffer Daniel Feffer Total ON: 4.2% Suzano Holding18.1% -ON17.8% -PNA 18.1% -PNBTotal: 18.0% Daniel Feffer Ruben Feffer Total ON: 3.8% Suzano Holding 18.1% -ON17.5% -PNA18.1% -PNB Total: 17.9% Jorge Feffer Mikhael Henriques Total ON: 3.8% Suzano Holding9.1% -ON 8.9% -PNA9.1% -PNBTotal: 9.0% Ruben Feffer Izabela Henriques Total ON: 3.7% Suzano Holding9.1% -ON8.9% -PNA 9.1% -PNBTotal: 9.0% Alden Fundo deInvestimento Janet Guper Total ON: 2.0% Suzano Holding 6.9% -ON7.2% -PNA6.9% -PNB Total: 7.0% Suzano S.A. (Brazil) Related Parties Lisabeth S. Sander Total ON: 2.2% Suzano Holding6.9% -ON 4.8% -PNA6.9% -PNBTotal: 6.1% Management Outros Total ON: 0.4% Suzano Holding 13.7% -ORD17.0% -PNA13.7% -PNB Total: 15.0% Treasury Total ON: 2.0% Outros acionistas Total ON: 48.8% 50
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Table of Contents Property, Plant and Equipment Eucalyptus Planted Forests General One of our greatest strengths is that we are a fully integrated low-cost producer of pulp and paper. That is due, in part, to the low cost of cultivating and processing eucalyptus trees compared to other species. As shown in the illustration below, the short growth cycle of our eucalyptus trees — seven years — presents a significant competitive advantage in relation to the costs associated with other fibers. For more information about our low wood costs, see “Item 4.B — Raw Materials — Wood.” Our planted forests along with those of our partners are concentrated in the south of the State of Bahia, in the state of Espírito Santo, in the state of Mato Grosso do Sul, in the state of São Paulo, in the east of the state of Minas Gerais, in the states of Rio de Janeiro and Rio Grande do Sul, in the states of Tocantins, Pará and in southwest of the state of Maranhão, and in north and east of the states of Maranhão and Piauí. The table and chart below set forth the location and capacity of our planted eucalyptus forests as of December 31, 2024: State Planted Area (thousand hectares) Conservation Area (thousand hectares) Other (thousand hectares) Total (thousand hectares) São Paulo 217 140 19 376 Minas Gerais 14 32 1 48 Rio de Janeiro 1 1 — 2 Mato Grosso do Sul 739 327 70 1,136 Bahia 274 210 28 512 Espírito Santo 156 114 16 286 Rio Grande do Sul — 1 — 1 Amazonas, Tocantins, Maranhão, Pará, and Piauí 250 372 47 669 Total 1,651 1,198 182 3,031 (1) Includes the forests associated with the production facility of Veracel. Excludes forest base linked to the sale of forest assets in Southern Bahia State. (2) Excludes forestry partnership program of 116 thousand hectares. (3) Planted Area includes mapped areas ready for silviculture, including those not yet planted or recently harvested (3) (1) (2) 51
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Table of Contents Map of location of eucalyptus planted forests Assisted Growth For new plantings, we use both seeds and clones selected for their characteristics, such as height and diameter, productivity per hectare, lack of branches below the crown, suitability to local soil and climate conditions, and resistance to disease. Saplings grown from selected seeds and clones are initially cultivated inside climate-controlled greenhouses. These saplings are then transferred to outdoor nurseries, where they are allowed to grow and after which they are moved to be planted. We conduct research specific to each of our growing regions, utilizing general concepts of plant physiology and genetics. In the future, our productivity may increase through cloned hybrid cuttings or selected seeds. The research program also continues to seek ways to improve the uniformity of wood quality and maintain ecological balance by studying the soil, plant nutrition and pest control. Harvesting Eucalyptus trees are harvested by our employees and by independent contractors through an automated system and, in some cases, manually. Logs are generally transported to our pulp mills as needed and we store small amounts of logs at all of our production facilities. 52
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Table of Contents Plant Locations and Capacity We produce pulp and paper products from 12 facilities consisting of: (i) two integrated pulp and paper production facilities in the state of São Paulo (the Suzano and Limeira units) including fluff production, (ii) a non-integrated paper production facility in the state of São Paulo (the Rio Verde unit), and a Market Pulp production in the state of São Paulo (Jacareí unit), (iii) an integrated pulp, paper and tissue facility in the state of Bahia (the Mucuri unit), (iv) an integrated pulp and tissue facility in the state of Maranhão (the Imperatriz unit), (v) two market pulp production in the state of Mato Grosso do Sul (Três Lagoas and Ribas do Rio Pardo unit), (vi) a market pulp production in the state of Espírito Santo (Aracruz unit) and (vii) two non-integrated tissue paper production in the states of Pará and Ceará (Belém unit and Fortaleza unit) (viii) non-integrated tissue facilities (Mogi das Cruzes - Old Kimberly Clark). The following table identifies our pulp and paper mills and sets forth the nominal total volume of the production capacity at each mill, as of December 31, 2024. Unit/Location Major Products Production Capacity (in thousand tons per year) Mucuri unit — Bahia Integrated Pulp 260 Market Pulp 1,480 Paper 250 Tissue 60 Suzano unit — São Paulo Integrated Pulp 450 Market Pulp 70 Fluff 100 Paper 550 Limeira – São Paulo Integrated Pulp 290 Market Pulp 400 Paper 400 Rio Verde — São Paulo Non-integrated Pulp — Market Pulp — Paper 50 Imperatriz unit Integrated Pulp 60 Market Pulp 1,590 Paper — Tissue 60 Tissue Facepa (Belém & Fortaleza) Non-integrated Pulp — Market Pulp — Tissue 30 Ribas do Rio Pardo Market Pulp 2,550 Aracruz – Espírito Santo Market Pulp 2,340 Três Lagoas – Mato Grosso do Sul Market Pulp 3,250 Jacareí – São Paulo Market Pulp 1,100 Veracel – Bahia Market Pulp 560 Mogi das Cruzes Tissue 130 (1) Flexibility to produce either fluff pulp or printing and writing paper. (2) Represents 50% of the annual production capacity and production of Veracel’s pulp mill. ITEM 4.A. UNRESOLVED STAFF COMMENTS Not applicable. (1) (1) (2) 53
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Table of Contents ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and operating results should be read in conjunction with our audited consolidated financial statements, as well as with the information presented under “Presentation of Financial and Other Information” and “Item 3. Key Information — A. Financial Data.” The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from those discussed in the forward-looking statements for several reasons, including, without limitation, the risks described in “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors.” Overview With 100 years of experience, we operate mainly in the pulp (paper grade and fluff) and paper (paperboard, printing and writing and tissue) segments. We believe that we are one of the largest vertically integrated producers of pulp and paper in Latin America and, according to Hawkins Wright, we were the largest producer of eucalyptus pulp and virgin market pulp in the world in 2024. In common with other Brazilian eucalyptus pulp producers, we have the lowest cost of pulp production in the world. We believe our modern technology of plantation and harvesting and our strategic location for plantation facilities are among our competitive strengths. We believe we are one of Brazil’s largest paper producers, and based on data from IBÁ, we accounted for nearly 43% of the printing and writing paper and 25% of the paperboard produced in Brazil in 2024. Foreign Currency Impact in Our Operations As a predominantly exporting company, our results are exposed to exchange variations. As such, fluctuations in the exchange rate, especially with regards to the U.S. dollars, may impact our operating results. We issue debt securities in the international markets as an important part of the capital structure that is also exposed to fluctuations in the exchange rate. The mitigation of these risks comes from our own exports, which creates a natural hedge. Furthermore, we employ U.S. dollar sales, in futures markets, including strategies with options, as a way to ensure attractive levels of operating margins for a portion of our income. The sales in future markets are limited to a percent of the currency over the 24-month horizon and, as such, are dependent on the availability of exchange ready for sale in the short-term. Pulp Segment The hardwood pulp market experienced different dynamics in each quarter of 2024 influenced by unplanned events, new production capacities, and changes in global economic conditions. The year began with paper production exceeding expectations and low pulp inventories, leading to a supply that fell short of demand and creating favorable conditions for price increases. As the months gone by, a gradual normalization of supply was observed, driven by the introduction of new capacities, despite unscheduled downtimes. The replacement of softwood pulp with hardwood pulp was a significant trend that gained even more traction in the final months of the year due to the widening spread between the prices of these fibers. In China, the year began with high paper production across all segments, but papermakers faced tight margins and struggled to pass on the increased costs of pulp. In the second half of the year, the launch of new projects, such as Suzano's Ribas do Rio Pardo Unit and Liansheng in China, combined with a normalization of supply with fewer unplanned downtimes, resulted in a greater availability of hardwood pulp. This, coupled with the squeezed margins of papermakers, led to a decline in demand in China and a reduction in prices that began in August. At the end of the year, demand stabilized due to the strong pace of paper production and improved margins for paper producers, which were able to raise the prices of finished products due to the temporary exit of a major integrated producer of paperboard and printing and writing papers from the market. 54
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Table of Contents In the European market, the consumption of hardwood pulp was influenced by seasonal factors and the crisis in the Red Sea, which affected the import of finished paper products, encouraging local paper production that, in turn, boosted the demand for pulp in the region. Following the first half of the year, when the demand for pulp in Europe surpassed expectations, there was a decline during the European summer, consistent with historical seasonal patterns. Subsequently, demand returned in the last months of the year due to the replacement of softwood pulp for hardwood pulp. In North America, the sanitary paper market remained healthy throughout the year, despite economic uncertainties and inflation. With regard to pulp supply, 2024 was a year of gradual normalization following an initial period characterized by supply restrictions due to strikes in Finland and Chile, an earthquake in Taiwan, floods in southern Brazil, and accidents at facilities in Finland and Indonesia. The entry of new capacities in Brazil and China, along with the resolution of strikes and the reduction of rainfall in Rio Grande do Sul, contributed to a greater availability of pulp in the market during the second half of the year. Our pulp net sales totaled R$37,593 million in 2024 (an increase of 23% compared to 2023). The share of pulp sales from exports was 94%, while the domestic market accounted for 6%. Concerning distribution for end use, the sanitary paper segment accounted for 61% of total sales in 2024, followed by Specialty Papers with 15% and Printing & Writing with 15%, packaging with 6% and others with 3%. APAC accounted for 41% of the net sales, followed by EMEA with 33%, North and South American countries (including Brazil) with 26%. Our average pulp net price in USD sold by Suzano in 2024 was US$642/t, 7% higher than in 2023. In the export market, our average net price was US$644/t, up 7% from 2023. Paper Segment According to IBÁ, domestic sales of printing and writing paper and paperboard decreased by 5% in 2024 compared to 2023, while imports increased by 13%. Our domestic sales increased by 9% compared to 2023, as demand for printing & writing papers grew, influenced by the election cycle and resilient demand for uncoated paper , in comparison with the low sales volume of last year, when overstocked inventories hampered demand. Regarding paperboard, sales increased 6% compared to 2023 pushed by the good performance of the Brazilian economy and families’ consumption. On the tissue side, we experienced an upside as a result of the acquisition of Kimberly Clark's tissue business in Brazil, impacting 12 months on 2024. Overall, paper sales increased 11% to 1.44 million tons in 2024, compared to 1.29 million tons in 2023. In 2024, our net revenue from paper sales totaled R$9,810 million, an 8% increase from 2023. Net revenue from domestic sales increased 8%, and sales outside Brazil increased 7%, with 74.0% coming from domestic sales and 26.0% from foreign markets The geographic breakdown of our total revenue from paper sales in 2024 was 86.2% in Latin America (including Brazil), 9.3% in North America and 4.5% in other regions. The average net paper price in 2024 was R$6,832/ton, 3% lower than in 2023. In the domestic market, the average net paper price was R$7,254/ton, a 0.3% decrease compared to 2023. In the international market, average price was US$1,086/ton, a 15% decrease compared to 2023. In Brazilian real, the average price in the international market was R$5,853/ton, 9% lower than in 2023. Off-Balance Sheet Arrangements We participate in a number of off-balance sheet arrangements, mainly related to guarantees and take or pay contracts. We also have a number of swap transactions as described in “Item 11. Quantitative and Qualitative Disclosures about Market Risk.” All of these transactions are further described elsewhere in this annual report. See notes 4 and 17.1 to our audited consolidated financial statements, included in this Annual Report. 55
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Table of Contents A. Operating Results Results of operations The following discussion of our results of operations is based on our audited consolidated financial statements. For a discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Results of Operations— Year ended December 31, 2023 Compared to Year Ended December 31, 2022” of our annual report on Form 20-F for the year ended December 31, 2023. References to increases or decreases in any year or period are made by comparison with the corresponding prior year or period, except as the context otherwise indicates. For the year ended December 31, 2024 2024 2023 US$ (in millions of R$), except per share data Δ Y-o-Y Net sales 8,255 47,403 39,756 19.2 % Cost of sales (4,772) (27,402) (25,077) 9.3 % Gross profit 3,483 20,002 14,679 36.3 % Operating income (expenses) Selling (512) (2,939) (2,596) 13.2 % General and administrative (456) (2,620) (1,923) 36.2 % Income/(expense) from associates and joint ventures (2) (14) (19) (28.6)% Other operating (expenses) income, net 220 1,262 2,076 (39.2)% Operating profit before net financial income 2,733 15,691 12,216 28.4 % Net financial income (expenses) Financial expenses (965) (5,542) (4,659) 18.9 % Financial income 303 1,737 1,826 (4.8)% Derivative financial instruments, net (1,587) (9,113) 5,527 (264.9)% Monetary and exchange variations, net (2,766) (15,885) 3,088 (614.5)% Net income before taxes (2,283) (13,111) 17,997 (172.9)% Income and social contribution taxes Current (238) (1,366) (395) 245.4 % Deferred 1,294 7,432 (3,495) (312.6)% Net income (loss) for the year (1,227) (7,045) 14,106 (149.9)% Result of the period attributed to the controlling shareholders (1,232) (7,074) 14,085 Result of the period attributed to non-controlling shareholders 5 29 22 Earnings per share Basic (0.00097) (0.00559) 0.01086 Diluted (0.00097) (0.00559) 0.01085 (1) Basic earnings per share is calculated using the income attributable to controlling shareholders divided by the weighted average number of outstanding common shares. (2) Diluted earnings per share is calculated based on the results attributable to the controlling shareholders divided by the weighted average number of outstanding common shares, subtracted from the potential dilutive effect generated by the conversion of all common shares. Due to the loss recorded in the period, we do not consider the dilution effect in the calculation (3) In thousands of US$, except per share data. For convenience purposes only, amounts in reais in the year ended December 31, 2024 have been translated to U.S. dollars using a rate of R$5.7422 to US$1.00, the commercial selling rate for U.S. dollars on March 31, 2025 as reported by the Central Bank of Brazil. Year ended December 31, 2024 compared to year ended December 31, 2023 Our net sales increased 19.2%, to R$47,403.3 million in 2024 from R$39,755.6 million in 2023 a result impacted mainly by the higher net price of cellulose and sales volume during the year. (3) (1) (2) 56
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Table of Contents Our net sales from pulp increased 22.5%, to R$37,593.5 million in 2024 from R$30,677.3 million in 2023, due to the appreciation of the average USD against the average BRL (8%), a 6.3% increase in sales volume and a 6.8% increase in pulp prices in U.S. dollars. Our net sales from pulp represented 79.3% in 2024, compared to 77.2% in the 2023. Our net sales from pulp exports increased 23.7%, to R$35,298.2 million in 2024 from R$28,533.1 million in 2023, mainly due to 6.8% increase in pulp prices in U.S. dollars and a 6.3% increase in pulp sales volume. Net revenues from pulp exports represented 74.5% of total net revenues in 2024. Our average international pulp price increased 7.3%, to US$644/ton in 2024 from US$600/ton in 2023. In the domestic market, our average net pulp sales price decreased 0.2%, to US$611/ton in 2024 from US$613/ton in 2023. For a discussion of the reasons of the increase in international sales price of pulp, see above “Item 5. Operating and Financial Review and Prospects —Pulp Segment”. Our paper net sales increased 8.1%, to R$9,809.8 million in 2024 from R$9,078.3 million in 2023. Net sales from paper represented 20.7% of total net sales in 2024, compared to 22.8% in 2023. The increase in net sales from paper in 2024 compared to the corresponding period in 2023 is mainly due to higher volume. Net revenues from paper exports represented 5.3% of total net revenues in 2024. Our net sales from paper in the domestic market increased 8.3%, or R$559.5 million, to R$7,278.6 million in 2024 from R$6,719.1 million in 2023, impacted by increases in sales volume. Our average international realized paper price decreased 15.0%, to US$1,086/ton (R$5.853/ton) in 2024 from US$1,284/ton (R$6.415/ton) in 2023. In the domestic market, the average net paper sales price decreased 0.3%, or R$21/ton, to R$7,254.3/ton in 2024 from R$7,275.5/ton in 2023. Cost of sales Our total cost of sales increased 9.3%, to R$27,401.5 million in 2024 from R$25,076.7 million in 2023, driven by higher volume, fixed costs, depreciation, amortization and depletion costs, following the ramp-up of our new mill in Ribas do Rio Pardo (Cerrado Project), which was partially offset by lower cost of goods sold (COGS) due to lower costs of wood and commodities (mainly brent and soda). Gross profit Our gross profit increased 36.3%, to R$20,001.8 million in 2024 from R$14,678.9 million in 2023, due to the factors mentioned above. Our gross margin in 2024 was 42.2% compared to 36.9% in 2023, mainly due to the increase in pulp sales price and volume, as described above. Selling, general and administrative expenses Our selling expenses increased 13.2%, to R$2,938.5 million in 2024 from R$2,596.4 million in 2023. This increase is mainly due to higher sales volume and the acquisition of Kimberly Clark's tissue business in Brazil in the second half of 2023, which had an impact in the full year of 2024. Our general and administrative expenses increased 36.2%, to R$2,619.8 million in 2024 from R$1,923.2 million in 2023. The variation is due to an increase in personnel expenses. Income/(expense) from associates and joint ventures Our expense from associates and joint ventures decreased 28.6%, to an expense of R$13.8 million in 2024 from an expense of R$19.4 million in 2023. The decrease is mainly due to increases in income of R$2.0 million from Ibema Companhia Brasileira de Papel, and a reduce of expenses of (i) R$5.5 million from Ensyn Corporation, (ii) R$0.4 million from Spinnova Plc, and (iii) R$0.3 million from Woodspin Oy , partially offset by a R$2.7 million reduction in income from Biomas - Serviços Ambientais, Restauração e Carbono Ltda. 57
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Table of Contents Other operating (expenses) income, net Our other operating income (expenses) decreased 39.2%, to R$1,261.6 million in 2024 from R$2,076.4 million in 2023. The negative variation refers mainly to the smaller adjustment resulting from the update of the fair value of biological assets, which occurs in the second and fourth quarters of each year. Also, 2023 was impacted by a positive variation in the item “Depreciation, amortization and other PPA realizations”, partially offset especially by the lower results in the sale and write-off of assets. Operating profit before net financial income Our operating profit before net financial income increased 28.4%, to a profit of R$15,691.1 million in 2024 from a profit of R$12,216.3 million in 2023, due to the facts mentioned above. Our operating margin in 2024 was 33.1% compared to 30.7% in 2023. Net financial income (expenses) Our net financial income (expenses) decreased to a loss of R$28,802.1 million in 2024 from a gain of R$5,780.9 million in 2023. This decrease occurred largely due to the results of monetary and exchange rate variation, net, in 2024 (loss of R$15,885.0 million in 2024, compared to gain of R$3,087.7 million in 2023), and results from derivative instruments (loss of R$9,112.7 million in 2024, compared to a gain R$5,526.7 million in 2023), in each case as a result of the devaluation of the Brazilian real against the U.S. Dollar. Income and social contribution taxes Our total income tax and social contribution was R$6,066.3 million in 2024 from an expense of R$3,890.8 million in 2023. The increase in current tax from 2023 to 2024 was primarily driven by higher consolidated profitability and also due to the impact of changes in Brazil’s pricing transfer rules, which led to greater allocation of taxable income in Brazil, subject to a nominal tax rate of 34%. Conversely, the variation in deferred tax was mainly due to the recognition of deferred tax assets on foreign exchange and derivatives losses, temporarily non-deductible for income tax and social contribution purposes, as the tax effect is realized only upon cash settlement. Net income (loss) for the year Our net income decreased 149.9%, to a loss of R$7,044.7 million in 2024 from a gain of R$14,106.4 million in 2023. This result was due to the factors mentioned above. B. Liquidity and Capital Resources Sources and Uses of Funds Our cash flow from operating, investing and financing activities is affected by various factors. The key factors that affect our cash flow from operations are (i) the volume of product sold and the market price of pulp, (ii) the exchange rate between reais and U.S. dollars and (iii) the cost of our raw materials. Investing activities are mainly affected by (i) our capital expenditure program and (ii) our decision to divest some of our assets, such as fixed assets and biological assets. Finally, our cash flow from financing activities is directly related to the level of new debt we have incurred and on the repayment of existing debt. In our opinion, we believe that our working capital is sufficient for our present requirements. Our primary sources of liquidity have historically been cash flows from operating and financing activities and short-term and long-term borrowings. Our material cash requirements have historically included the following: • working capital; • debt service; and 58
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Table of Contents • capital expenditures. Long-term borrowings have generally been used to finance our major capital expenditure projects and have historically been sourced principally by either export prepayment contracts under which we, or one of our wholly owned subsidiaries, borrow funds by offering the guarantee of export contracts, issuance of Agribusiness Receivables Certificates (CRA), or capital expenditures acquisition financing programs offered by BNDES. The scheduled maturities of these long-term loans have been structured to match the expected cash flow from the conclusion of the related capital expenditure projects and, as a result, reduce the risk of any significant deterioration of our liquidity position. We also rely on bonds or notes issued in the international markets by wholly-owned subsidiaries, mainly domiciled in other countries. As of December 31, 2024 and 2023, our cash and cash equivalents were R$9,018.8 million and R$8,345.9 million, respectively. Of our cash and cash equivalents and marketable securities held as of December 31, 2024, 70% was denominated in reais invested in both public and private financial investments. The remaining 30% of our cash, cash equivalents and marketable securities was denominated in U.S. dollars. We also have access to RCF (Revolving Credit Facilities) in the total amount of US$1,275.0 million that is available until February 2027. As of December 31, 2024, we had not drawn under this line. The fair value of derivative financial instruments represented a negative net balance of R$ 6,567.7 million as of December 31, 2024. As of December 31, 2024, our balance sheet presented a lower working capital balance (current assets less current liabilities) of R$ 17,705.0 million compared to R$23,774.0 million on December 31, 2023. Our current assets as of December 31, 2024, were equivalent to 1.7 times our current liabilities. For 2024, we have already announced to the market, as approved by our board of directors, the intention to invest R$7,677.4 million as maintenance capex (for further information please see “Item 5.B – Capital Expenditures” below). This will primarily be financed by the cash and cash equivalents and cash generation for 2024. For the year of 2025, we also believe that we will be able to access either capital or banking markets, if necessary. With respect to long term capital needs, we use a model of ten years to monitor our needs in a series of scenarios and variables, including currency exchange rates and commodity prices, with the intention to preserve the liquidity and improve the capital structure. In this context, we work to anticipate exercises of liability management to improve liquidity or if conditions are favorable. All of our future liquidity conditions rely on a series of scenarios and may be adversely affected depending on market and other conditions. Actual liquidity may differ significantly for several reasons, including, without limitation, the risks described in “Forward-Looking Statements” and Item 3. “Key Information – Risk Factors.” Operating Activities Our net cash provided by operating activities totaled R$20,604.4 million in 2024, compared to net cash provided by operating activities of R$17,315.5 million in 2023. This increase of R$3,288.9 million was mainly due to higher pulp prices in 2024 and an appreciation of the US dollar against the Brazilian real, directly impacting our revenues. Investing Activities Our net cash used in investing activities totaled R$20,512.7 million during 2024, compared to net cash used in investing activities of R$26,035.3 million in 2023. During the year ended December 31, 2024 investing activities for which our used cash primarily consisted of (i) R$9,190.6 million used in additions to property, plant and equipment, (ii) R$7,180.4 million used in additions to biological assets, (iii) cash invested in assets and business acquisitions net in the amount of R$4,036.5 million. 59
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Table of Contents Financing Activities Our financing activities used net cash of R$83.8 million during 2024 compared to net cash provided in financing activities of R$7,798.9 million in 2023. During 2024, our main sources of financing were (i) R$9,410.8 million in loans and financing, which mainly consisted of R$ 5,900.0 in debentures, US$780.0 million (equivalents to R$3,877.4 million) in export prepayments, US$ 350 million (equivalent to R$ 2,118.5 million) from the International Finance Corporation (IFC) and CNY 1.200,0 million (equivalent to US$ 166.0 million and R$ 960.9 million) from the panda bonds. During the year ended December 31, 2024, our principal uses of financing was repayment of R$9,410.8 million of loans, financing and debentures, (ii) payment of R$1,624.7 million in interest on own capital and dividends, (iii) R$2,806.8 million of shares repurchased, (iv) payment of R$1,325.4 million in lease contracts and (v) negative settlement of R$550.6 million in derivative financial instruments. Capital Expenditures Our capital expenditures (capital expenditures incurred – cash basis) totaled R$17,119.8 million in 2024, in comparison to R$18,576.6 million in 2023. In 2024, the amount of R$7,610.0 million was allocated to industrial and forestry maintenance. Investments in projects related Expansion and Modernization, Land and Forestry and others amounted to R$5,017.0 million. Investments related to Cerrado Project amounted to R$4,492.8 million. The approved budget of our capital expenditures for 2025, amounting to R$12,380.8 million, encompasses remaining investments in projects previously disclosed to the market, such as investment in potential new investments in lands and forests that may increase our future competitiveness and maintain options for the future growth of our business. The decrease compared to 2024 is mainly due to Cerrado project's investment schedule, which is not necessarily aligned with the start-up of the mill. Indebtedness As of December 31, 2024, our total consolidated outstanding indebtedness (which includes current and non-current loans, financing and debentures) was R$101,435.5 million, of which R$10,501.4 million represented current indebtedness (R$10,380.4 million refers to loans and financing and R$120.9 million refers to debentures) and R$90,934.1 million represented non-current indebtedness (R$81,195.5 million refers to loans and financing and R$9,738.6 million refers to debentures). The description of our consolidated financings and loans is presented on note 18 to our audited consolidated financial statements, included in this Annual Report.The main factor explaining the increase in debt in local currency is the exchange rate variation of US$ 17,728.3 million, new debt raising of US$ 15,692.9 million and interest accrual of US$ 5,413.7 million during the period. Debt Our major categories of long-term indebtedness are described below. The total amounts given below include accrued interest. • Export financing lines in the total outstanding amount of R$22,623.6 million as of December 31, 2024. This category includes export prepayment facilities (syndicated and bilateral loans) and export credit notes. • U.S. Dollar denominated fixed-rate debt securities, issued by our wholly owned subsidiaries Suzano Austria GmbH and Suzano International Finance B.V., and fully and unconditionally guaranteed by us, with an aggregate outstanding amount of US$ 8,461.5 million (R$ 52,396.4 million as of December 31, 2024). This includes our green bonds (maturing in 2026 and 2027) and our Sustainability-Linked Notes (maturing in 2028, 2031 and 2032). • CNY denominated fixed rate notes in the total outstanding amount of US$164.8 millions as of December 31, 2024 (equivalent to R$ 1,020.6 million). 60
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Table of Contents • Brazilian-real denominated Debentures in the total outstanding amount of R$9,859.5 million. We have one revolving credit line available with international banks expiring in 2027. The revolving credit lines allow more efficient cash management, consistent with our strategic focus on reduction of cost of capital. As of December 31, 2024, we had no outstanding drawn amounts under either facility and the total amount available under these facilities was US$1,275.0 million. Also, on March 10, 2025, we raised, with several banks (a syndicated operation), an export prepayment ("PPE"), in the amount of US$ 1,200,000 (equivalent to R$ 6,951,600), at a floating rate based on the 3-month SOFR Term + 1.45% p.a, maturing in March 2031. The above-mentioned fund was used, together with the company's cash, in an early partial settlement of the export prepayment agreement disclosed in the Notice to the Market of February 11, 2021, totaling US$ 1,486,064 (equivalent to R$ 8,608,769, including principal and interest). The residual amount of the operation maintained its original maturity in March 2027 with a floating rate of SOFR + 1.4% p.a. Below is a summary of the new debt incurred in 2024: Banco Nacional de Desenvolvimento Econômico e Social (BNDES) On June 27, 2024, we raised R$65 million with BNDES at an interest rate of the long-term rate (TLP) plus 1.75% per year, with a one-year grace period and maturity in December 2043. The resources were applied to industrial projects. On August 26, 2024, we raised R$1.1 billion with BNDES at an interest rate of the long-term rate (TLP) plus 1.75% per year, with a seven- year grace period and maturity in May 2044. The resources were applied to forestry projects. On October 16, 2024, we raised R$32 million with BNDES at an interest rate of the long-term rate (TLP) plus 1.75% per year, with maturity in October 2042. The resources were applied to industrial projects. On November 8, 2024, we raised R$154 million with BNDES at an interest rate of the long-term rate (TLP) plus 1.65% per year, with maturity in December 2037. The resources were applied to forestry projects. On December 20, 2024, we raised R$61 million with BNDES at an interest rate of reference rate (TR) plus 2.24% per year, with a one-year grace period and maturity in December 2040. The resources were applied to technological innovation. On December 26, 2024, we raised R$209 million with BNDES at a cost of USD variation plus 1.65% per year, with a one-year grace period and maturity in December 2044. The resources were applied to industrial projects For each financing operation with BNDES, we are obliged to use the asset financed as collateral. Advance on Foreign Exchange Contracts (ACC) In May 2024, we raised US$100 million (equivalent to R$556 million) with BNP Paribas at a fixed rate of 6.46% per year, with maturity in May 2025. In June 2024, we raised US$15 million (equivalent to R$83 million) with BNP Paribas at a fixed rate of 6.43% per year, with maturity in June 2025. In June 2024, we raised US$35 million (equivalent to R$195 million) with BNP Paribas at a fixed rate of 6.54% per year, with maturity in May 2025. Debentures In May 2024, we concluded the public distribution of debentures totaling R$5.9 billion. The debenture were issued in three series: (i) R$ 1 billion with an interest rate of CDI plus 0.80%, with principal amortization in 2031 and 2032; (ii) R$ 4 billion with an interest rate of CDI plus 1.0% , with principal amortization in 2033 and 2034; (iii) R$ 900 million with an interest rate of IPCA plus 6.11% , with principal amortization in 2035 and 2036. International Finance Corporation (IFC) A&B Loan - Sustainability Linked Loan On December 10, 2024, the Company drew down the amount available under a credit line with the IFC and a syndicate of commercial banks, in the amount of US$350,000 (equivalent to R$2,118,515). 61
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Table of Contents The financing is made up of the following parts: (i) “B-loan - tranche 1”, in the amount of US$105,000 (equivalent to R$635,554), at a cost of Term SOFR + 1.60% p.a. and a total term of five years. and a total term of five years, with a principal grace period of three years; and (ii) “B-Loan - tranche 2”, in the amount of US$245,000 (equivalent to R$1,482,961) at a cost of Term SOFR + 1.80% p.a. and a total term of six years, with a principal grace period of four years. The credit operation has sustainability performance indicators (KPIs) associated with targets for: (a) reducing the intensity of greenhouse gas (GHG) emissions; and (b) increasing the representation of women in leadership positions in the company. The funds will be allocated to the Cerrado Project. Rural Notes of Credit (NCR) In March 2024, we raised R$200 million in rural notes of credit with Safra bank with a cost of 100% of CDI, with maturity in March 2025. Export Development Canada (“EDC”) In April 2024, we raised US$125 million in a loan with EDC with a cost of SOFR + 1.74% per year, with maturity in April 2031. Payments on maturity. On June 7, 2024, we fully paid in advance debentures issued with Banco Bradesco in the amount of R$4,926.6 million (principal and interest) as part of a debt rollover strategy. The original maturity of this debt was in June 2025 and June 2026, at the cost of 112.5% of the Brazilian Interbank Deposit Certificate Rate (Certificado de Depósito Interbancário, or CDI). On February 15, 2024, we partially prepaid an export prepayment agreement with a banking sindicate in the amount of US$620 million (principal and interest) as part of a debt rollover strategy. For the residual amount was maintained the original maturity in February 2026, at the interest rate of SOFR 1.41% per year. Panda Bonds On November 15, 2024, we issued panda bonds in China, amounting to CNY1,200,000 (equivalent to US$166.0 million or R$960.9 million), with a fixed interest rate of 2.8% and a maturity period of three years. The Panda Bonds were certified as green bonds according to the analysis of the China Green Bond Standard Committee. We voluntarily obtained an independent evaluation from Sustainalytics US Inc. (Second Party Opinion), which confirms that the allocation of the funds from this operation is in compliance with the Green Bond Principles published by the International Capital Markets Association (ICMA). Covenants Currently, we have no financial covenants. As of December 31, 2024, we were in compliance with all other non-financial covenants, which are required under certain long-term borrowings. C. Research and development, patents and licenses, etc. Research and Development Our Research, Development and Innovation (R&D&I) efforts are organized under a Chief Sustainability, Research and Innovation Officer. This initiative targets enhanced synergy between departments to ensure the sustainability of our forests and operations. It aims to foster business growth and transformation, intending to broaden our market beyond pulp and paper. Additionally, we are committed to strengthening our position as an innovative company dedicated to the SDGs. Our technology and innovation facilities are spread out to meet the demands and particularities of all of our mills and forest units. The technology centers, where we have our main assets and laboratories, are located in: 62
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Table of Contents • Aracruz – state of Espírito Santo, Brazil – focusing on the main business (pulp and forest development); • Itapetininga – state of São Paulo, Brazil – focusing on biotechnology activities with an emphasis on later stage development; • Jacareí – state of São Paulo, Brazil – focusing on activities related to our eucalyptus breeding program; • Limeira – state of São Paulo, Brazil – focusing on biorefinement, consumer goods, fluff, packaging and paper developments; • Burnaby, Canada – focusing on biorefinery research; and • Rehovoth, Israel – focusing on developments of FuturaGene´s early to mid-stage biotechnology R&D. Efforts in R&D&I are conducted not only within our research facilities, but also in partnership with various universities, suppliers and private research institutes in Brazil and abroad. By attempting to improve our processes and to develop innovative and higher quality products in a sustainable way, our research and development activities are mainly directed at increasing forestry productivity, reducing the operational costs and optimizing industrial processes, making our production more efficient, advancing in the value chain with products using our fiber and developing new products through (i) forest management with optimization of natural resources and costs; (ii) robust eucalyptus breeding program; (iii) improving the use of eucalyptus fiber in the manufacture of pulp, paper, packaging, paperboard and consumer goods (tissue, non-woven and diapers); (iv) developing new applications for eucalyptus fiber, including nanomaterials; and (v) developing an eucalyptus bio refinery to obtain renewable base chemicals. To support all these innovation fronts, we invested R$174.0 million in 2024. Regarding forestry technology and innovation, our efforts are targeted at eucalyptus breeding, biotechnology, forest management, soil nutrition and forest protection. Our goal is to continue improving our planted forest productivity and quality in a sustainable way. Based on this purpose, our research group is developing new eucalyptus clones based on growth, cellulose content and wood quality, by making use of state-of-the-art techniques like genetic recombination through controlled pollination, to explore all the germplasm’s diversity genomic tools for the selection of new clones, extensive field evaluation and laboratory analysis. Suzano's genetic selection department has recommended 51 genetic materials for operational planting in 2025, demonstrating improved recommendations compared to 2024 in both the MAI and MAICel indicators (Mean Annual Increment and Mean Annual Increment of Cellulose per hectare per year). Productivity gains were estimated by Tetrys (The Eucalyptus Tree Reliable Yield System), which optimizes Suzano's clonal allocation scenarios. The implementation of a Transition Nursery is a groundbreaking innovation introduced by Suzano in the forestry sector, designed to produce large-scale seedlings of promising clones. In 2024, the Transition Nurseries began operating, resulting in the production of more than 320,000 seedlings and 17 new potential clones. Genetic improvement has also made significant strides with an innovative technique known as Speed Breeding, which is revolutionizing clonal development, reducing the breeding cycle to generate new clones from 21 to just 7 years. FuturaGene leverages biotechnology to enhance forestry productivity, resilience, and sustainability. With R&D centers in Israel and Brazil, we pioneer innovations in eucalyptus to sustainably intensify its production, which helps reduce fossil fuel consumption, water usage, and chemical inputs - thereby delivering both environmental and economic benefits while promoting safer working conditions. Using state-of-the-art technologies such as bioinformatics, genomics, gene transformation, and gene editing, we focus on increasing eucalyptus productivity while reducing inputs and carbon footprint across cultivation and industrial processes. 63
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Table of Contents In 2024, FuturaGene received three new commercial approvals from the National Biosafety Technical Commission (CTNBio) for genetically modified (GM) eucalyptus varieties featuring triple-stacked traits: enhanced yield, herbicide tolerance and insect resistance. These approvals were granted after rigorous evaluations and comprehensive risk assessment, confirming their safety for human and animal health and the environment. By the end of 2024, FuturaGene had obtained a total of eleven approvals for GM eucalyptus varieties, incorporating various trait combinations. Additionally, field trials have demonstrated that our herbicide tolerant eucalyptus management processes offer significant environmental and economic benefits. We continue to be the only company worldwide to have successfully advanced GM eucalyptus from the lab to the field. As a leader in sustainable tree farming, we remain committed to shaping a better future. Our Forest Management operates to incorporate technological innovation, focusing on increasing productivity and reducing operational costs sustainably to ensure the longevity of the forestry business. This approach is based on three main pillars: communication, expertise, and multidisciplinarity. We have been continuously investing in bringing resilience to the forests of the future, aiming to characterize our genotypes on a large scale and at an early stage regarding their sensitivity to pesticides, resistance to diseases and pests, and tolerance to abiotic stresses. This accelerates the breeding program and minimizes losses right from the first stage by identifying genetic materials that should not be recommended for the next phases. In 2024, we strengthened our pest biocontrol initiatives and improved algorithms related to weather forecasting and fire risk assessment. Cutting-edge technologies, such as erosion risk mapping and soil and plant analysis through proximal sensing, were implemented, delivering value to those who experience the forest in their daily lives. All of this is continuously transferred through technological extension, which shares knowledge to enhance planning for previously unpredictable conditions and risks. This allows for better selection and prioritization of planting areas, reducing the impact of our operations and enabling preventive actions to ensure the sustainable future of eucalyptus plantations. In the Pulp business, the Company bolstered the progress of the Fiber-to-Fiber strategy, especially for the production of tissue paper. In Biorefinery, 2024 was a milestone year for Ecolig (lignin produced by Suzano), with the sale of the mill's total capacity (20,000 tonnes) and the loyalty of strategic clients. This result stemmed from various developments that enabled the diversification of the portfolio of certified applications, such as the use of lignin in phenolic resins for wood panels, where Ecolig partially substitutes phenolic compounds derived from fossil sources. In 2024, the Paper and Packaging projects focused on the replacement of fossil products and the use of paper scraps. The Greenpack® Line launched certified grammages for food. The Bluecup Bio® line introduced biodegradable solutions for hot liquids. Intellectual Property We, along with Suzano Canada, FuturaGene, and Portocel, currently hold a total of 804 granted patents and patent applications, 75 protected varieties of eucalyptus, and more than 404 potential new eucalyptus varieties, which are under evaluation by our Forestry Breeding Program. Our achievements in the intellectual property field during 2024 include the filing of 11 new technologies as patents and protection of one new variety of Eucalyptus. The patent applications filed in 2024 cover developments in biorefining and paper and packaging products. Our investments in research and development enable us to maintain significant independence from external sources for our intellectual property and innovation. 64
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Table of Contents Trademarks We have registered many of our trademarks in countries across five continents, including, among others, the United States and Canada, countries of the European Union, and countries located in Latin America, Africa, Asia and Oceania. In 2024, we requested 42 and received 67 registrations related to 21 new trademarks, including, Biopulp, Duramax, Ecolig, Eucastrong, Fibria, Greenpack Suzano, Innovability Hub, Innovability Hub by Suzano, Lin Suzano, Max Pure, Paperfect, Press Supremo, Report Suzano, Scott Duramax, Suzano, Suzano Biofiber, Suzano Biopulp, Suzano Ecolig, Suzano Eucafluff, Suzano Holding and Vista Suzano.. D. Trend Information The primary trends which influence our sales and production and inventory levels are the patterns and cycles of pulp purchases by paper producers, pulp and paper prices, the level of pulp inventory in the hands of pulp producers in the global market, global economic conditions and the effect of currency fluctuations. See "Item 4. Information on the Company — B. Business Overview" for a discussion of the potential effects of the trend on our business. E. Critical Accounting Estimates See Note 3 to our audited consolidated financial statements included in this Annual Report. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management We are managed by our board of directors and by our executive officers. The address of our management is Avenida Brigadeiro Faria Lima, 1355, 7th Floor, São Paulo, State of São Paulo, Brazil. Board of Directors Our board of directors is the decision-making body responsible for determining general guidelines and policies for our business, including our overall long-term strategies, as well as the control and oversight of our performance. Our board of directors is also responsible for, among other things, supervising our executive officers’ actions. It holds ordinary meetings four times a year and extraordinary meetings whenever called by its chairman, any of its vice-chairmen or our chief executive officer. Currently, our board of directors consists of nine members, four of which are independent members. As a company listed on the Novo Mercado segment of B3, we are subject to the Novo Mercado listing rules, which require that, at least two or 20% of the members of our board of directors (whichever is the greater) be independent directors, as defined under Brazilian law. The following table sets forth the name, age, position, date of election and term expiration of each of the members of our board of directors: Name Age Position Date of ElectionTerm of Expiration David Feffer 67 Chairman April 25, 2024 April 25, 2026 Daniel Feffer 65 Vice Chairman April 25, 2024 April 25, 2026 Nildemar Secches 76 Vice Chairman April 25, 2024 April 25, 2026 Gabriela Feffer Moll 41 Member April 25, 2024 April 25, 2026 Maria Priscila Rodini Vansetti Machado 66 Member April 25, 2024 April 25, 2026 Paulo Rogerio Caffarelli 59 Member April 25, 2024 April 25, 2026 Paulo Sergio Kakinoff 50 Member April 25, 2024 April 25, 2026 Rodrigo Calvo Galindo 48 Member April 25, 2024 April 25, 2026 Walter Schalka 65 Member April 25, 2024 April 25, 2026 65
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Table of Contents The following is a summary of the business experience of our current directors: David Feffer. David Feffer studied in Business Administration in Brazil and holds specialization courses from Harvard Business School (USA), Columbia University (USA), IMD (Switzerland), The Aspen Institute (USA), Singularity University (USA), and Stanford University (USA). He currently serves as Chairman of the Board of Directors of the Company and is also a member of the following non-statutory committees of the Company: (a) Strategy and Innovation Committee (Coordinator), (b) Sustainability Committee; (c) Management and Finance Committee (Coordinator), and (d) People Committee. David Feffer also holds the following positions in other companies: (i) Chief Executive Officer of Suzano Holding S.A., a publicly traded company whose main activity is participation in other companies, since 2003; (ii) member of the Board of Directors and Chief Executive Officer of Polpar S.A., a publicly traded company whose main activity is participation in other companies, since 2001; (iii) Chief Executive Officer of IPLF Holding S.A., a privately held company whose main activity is participation in other companies, since 2004; (iv) Chief Executive Officer of Premesa S.A., a subsidiary of Suzano Holding S.A., whose main activity is real estate development, since April 2015. David is also involved in various institutional and social initiatives, being a member of the International Council of JP Morgan and the Brazilian Beneficent Society Albert Einstein, as well as the Founder and Chairman of the Board of the Viafoto Institute, Emeritus President of the Israel Cultural Center, and Honorary Co-Chairman of the Alef Peretz School Council. Daniel Feffer. Daniel Feffer graduated in Law from Mackenzie University and holds specializations from Fundação Getúlio Vargas, Harvard University, and Massachusetts Institute of Technology (USA), IMD (Switzerland), and LBS-London Business School (England). Currently, he is Vice-Chairman of the Company's Board of Directors, also serving as a non-statutory member of the Sustainability Committee. Daniel Feffer also holds the following positions in other companies: (i) President of ICC Brazil; (ii) President of the Board of Trustees of the Arymax Foundation; (iii) Chairman of the Board of Directors and President of the Board of Trustees of the Ecofuturo Institute; (iv) Chairman of the Advisory Board of IBÁ; (v) Member of the Board of IEDI - Economic Institute for Industrial Development; (vi) Founding Member of the Board of the Todos Pela Educação Commitment; and (viii) Member of the Strategic Council of FIESP. Nildemar Secches. Nildemar Secches holds a degree in Mechanical Engineering from USP, with a postgraduate degree in Finance from PUC-RJ and pursued a doctoral degree in Economics at Unicamp. Currently, he is a member of the Company's Board of Directors, also serving as a member of the following non-statutory committees of the Company: (i) Strategy and Innovation Committee; (ii) Management and Finance Committee; (iii) People Committee (Coordinator); and (iv) Nomination and Remuneration Committee (Coordinator). Nildemar Secches also holds the following positions in other companies: (i) Vice- Chairman of the Board of Directors of WEG S/A; and (ii) Vice-Chairman of the Board of Directors of Iochpe-Maxion S.A.; (iii) Board Member of Vibra Energia S.A. His main professional experiences in the last years include: (i) member of the Board of Directors of Ultrapar Participações S.A., from 2002 to 2021; and (ii) member of the Board of Directors of Itaú-Unibanco, from 2012 to 2017. Gabriela Feffer Moll. Gabriela Feffer Moll holds a degree in Hotel Administration and an Executive MBA from Fundação Dom Cabral, with executive courses from Harvard University, Insper, and Insead. Currently, she is a member of the Board of Directors, also serving on the following non-statutory committees of the Company: (i) People Committee; (ii) Sustainability Committee; (iii) Management and Finance Committee; and (iv) Strategy and Innovation Committee. Gabriela Feffer Moll also holds the following positions in other companies: (i) member of the ESG and People Committee of Bionexo; (ii) Director of Suzano Holding S.A; (iii) Director of Polpar S.A.; (iv) Director of IPLF Holding S.A.; (v) Director of Premesa S.A.; and (vi) Director of Naman Capital Ltda. Her main professional experiences in the last years include: (i) in 2010, she founded AG Sport, a consultancy specialized in the conception and organization of major events; (ii) in 2015, she joined Dotz, focusing on business development and implementing a new 100% digital self-service model; (iii) she served on the Board of Directors of MDS SGPS S.A.; (iv) at Suzano from 2017, she led product communication and the digital transformation of the Paper and Packaging Unit. At Suzano, following its merger with Fibria, she worked in the integration cell responsible for monitoring the synergies arising from the merger. 66
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Table of Contents Maria Priscila Rodini Vansetti Machado. Priscila Vansetti holds a degree in Agronomic Engineering from the Luiz de Queiróz College of Agriculture (ESALQ/USP) at the University of São Paulo and specialized in Executive Management and Global Strategy Leadership from the Wharton School (University of Pennsylvania). Currently, she is a member of the Board of Directors of the Company, also serving as the coordinator of the Sustainability Committee. Her main professional experiences in recent years include: (i) Biologicals & Business Vice-President at Corteva AgrisciencesTM; (ii) Vice-President of Strategy and Planning at Corteva AgrisciencesTM since January 2021; (iii) Global Director of Strategy and Business Development at Corteva AgrisciencesTM in Indiana, following the merger of Dow and DuPont in September 2017; (iv) President of DuPont Brazil and Vice-President of Latin America for DuPont Crop Protection (2015 to 2017); (v) Global Director of Strategic Planning for DuPont Crop Protection (2014 to 2015); (vi) Business Director for DuPont Canada (2008 to 2014). In 1996, she was transferred to Wilmington, Delaware, USA, where she held various positions in Development and Marketing. She began her career at DuPont Brazil in 1981 in the agricultural division, assuming leadership positions in Regulatory Affairs, Government Relations, and Research & Development. In recent years, Priscila has served on the Boards of Directors of the American Chamber of Commerce (AmCham), the Brazilian Chemical Industry Association (ABIQUIM), the Agribusiness Council of FIESP, and the Board of Directors of the Canadian Crop Protection Association (CropLife Canada). Currently, she is a member of the Boards of the Inter-American Dialogue in Washington, D.C., and the International Center in Indianapolis, Indiana. Paulo Rogerio Cafarelli. Paulo Rogerio Caffarelli holds a degree in Law from the Pontifical Catholic University of Curitiba (PUC Curitiba), with specializations in Foreign Trade (FAE/CDE Curitiba) and International Trade Law (IBEJ Curitiba). He holds an MBA in Corporate Law and Finance from FGV/RJ and a master’s degree in business management and economics from the University of Brasília. Currently, he is a member of the Board of Directors and the Statutory Audit Committee of the Company. Paulo Rogerio Caffarelli also holds the position of President of Banco BBC within the Simpar Group since October 2021. His main professional experiences in the last years include: (i) President of Cielo S.A.; (ii) he joined Banco do Brasil in 1981, becoming Vice President of Wholesale, International Business, Private Banking, and Capital Markets (BB BI) from 2011 to 2014, also Logistic Director, Marketing Director, New Business Retail Director, Vice-President of Retail and serving as President; (iii) Executive Secretary at the Ministry of Finance from February 2014 to February 2015; (iv) Corporate Executive Director at Companhia Siderúrgica Nacional; (v) he served, for a certain period, on the Board of Directors of the following companies: Banco do Brasil S.A.; Brasilprev; Cielo, Elo Participações S.A.; Banco Votorantim; CBSS Visavale (Alelo); Vale; Brasilcap Capitalização; and Banco Votorantim; he was also a member of the Advisory Board of Febraban - Brazilian Federation of Banks. Paulo Sergio Kakinoff. Paulo Sergio Kakinoff graduated in Business Administration from Mackenzie University. Currently, he is a member of the Board of Directors, also serving as a member of the Company's non-statutory Committees: (i) Strategy and Innovation Committee; (ii) Management and Finance Committee; (iii) People Committee. Paulo Kakinoff also holds the following positions in other companies: (i) CEO of Porto Seguro Companhia de Seguros Gerais; (ii) member of the Board of Directors of Simpar S.A.; (iii) member of the Board of Directors of Cocal Energia; (v) member of the Board of Directors of MRV Engenharia e Participações S/A. Paulo Kakinoff is a member of the Governance Board and the Board of Directors of the non- profit organizations Todos pela Educação, MBC (Competitive Brazil Movement), Bemtevi (Social Business), Instituto Inhotim (Association for cultural, educational and environmental purposes), President of the Pact for Sport and Master Professor of the Business Administration course at ESPM. His main professional experiences in the last five years include: (i) member of the Board of Directors of Porto Seguro from March 2020 to July 2023; (ii) member of the Board of Directors of GOL Linhas Aéreas S.A.; (iii) CEO of GOL Linhas Aéreas S.A. from 2012 to 2022. . He began his career in the automobile industry, where he worked for 18 years. He was President of Audi Brazil, Sales & Marketing Director of Volkswagen do Brasil, Executive Director for South America at the Volkswagen Group headquarters in Germany, and a member of the Supervisory Board of Volkswagen Participações. 67
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Table of Contents Rodrigo Calvo Galindo. Rodrigo Calvo Galindo holds a degree in Law and a master’s degree in education from the Pontifical Catholic University of São Paulo (PUC). Currently, he is a member of the Board of Directors of the Company, also serving as a member of the following non-statutory committees of the Company: (i) Strategy and Innovation Committee; (ii) Management and Finance Committee; (iii) People Committee. He also holds the following positions in other companies: (i) CEO (Chief Executive Officer) of Cogna Educação S.A.; (ii) Chairman of the Board of Directors of Cogna Educação S.A.; (iii) Chairman of the Board of Directors of Endeavor Brasil. He has been involved in managing educational institutions for over 29 years. His main professional experiences in the last five years include: (i) Administration of educational institutions; (ii) CEO of Cogna/Kroton Educacional; (iii) Director of Operations and Director of Higher Education at Kroton Educacional; (iv) CEO of Grupo Educacional IUNI; (v) Administrative Vice-Chancellor of the University of Cuiabá; (vi) member of the Board of Directors of Burger King Brasil; (vii) member of the Board of Directors of Clínica SIM; and (viii) member of the Board of Directors of Arezzo&Co. Walter Schalka. Walter Schalka graduated in Engineering from the Aeronautics Institute of Technology (ITA) and holds postgraduate degrees from the Getulio Vargas Foundation, IMD, and Harvard Business School. He currently serves as member of the board of directors of the Company and is also a member of the following non-statutory committees of the Company: (i) Management and Finance Committee, (ii) Strategy and Innovation Committee; (iii) People Committee; (iv) Sustainability Committee. Mr. Walter Schalka also holds the following positions in other companies: (i) member of Parceiros da Educação, a Civil Society Organization; and (ii) member of the Board of Directors of Vibra Energia. His main professional experiences in the last five years include: (i) CEO of Suzano S.A. (2013-2024), Chief Financial and Administrative Officer of Dixie Lalekla; (ii) General Manager of the Dixie Toga Group; and (iii) President of Votorantim Cimentos, part of the Votorantim Group. 68
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Table of Contents Executive Officers Our executive officers are responsible for executing general business and all related and necessary or advisable measures, except for those matters attributed to our shareholders’ meeting or our board of directors, pursuant to applicable law and/or our bylaws. Our executive officers consist of a chief executive officer and four to nine executive officers, each of whom must be a Brazilian resident, with recognized technical and administrative experience. Our executive officers are appointed by our board of directors for one-year term and are eligible for re-election. Currently, our board of executive officers consists of seven executive officers. The following table sets forth selected information regarding the current members of our board of executive officers: Name Age Position Date of Election Term of Expiration João Alberto Fernandez de Abreu 55 Chief Executive Officer May 9, 2024 May 9, 2024 Aires Galhardo 47 Executive Vice-President - Pulp, Operations Engineering and Energy May 9, 2024 May 9, 2025 Carlos Aníbal de Almeida Jr. 55 Executive Vice-President - Forestry and Procurement May 9, 2024 May 9, 2025 Douglas Seibert Lazaretti 43 Executive Vice-President of Forestry December 13, 2024First meeting of the board of directors to be held after the 2025 Company’s Annual General Meeting which is expected to be on May 8, 2025 Leonardo Barretto De Araujo Grimaldi 49 Executive Vice-President - Pulp Commercial and Logistics May 9, 2024 May 9, 2025 Marcos Moreno Chagas Assumpção 47 Executive Vice-President of Finance and Investor Relations October 25, 2024,First meeting of the board of directors to be held after the 2025 Company’s Annual General Meeting which is expected to be on May 8, 2025 Maria Luiza de Oliveira Pinto e Paiva 61 Executive Vice-President of Sustainability, Communication and Brand December 13, 2024First meeting of the board of directors to be held after the 2025 Company’s Annual General Meeting which is expected to be on May 8, 2025 (1) The term of the mandates of the members of our executive officers is one year, until the first meeting of the board of directors to be held after the 2025 Company’s Annual General Meeting which is expected to be on May 8, 2025 (2) The term of office started on July 2, 2024. (3) The term of office starting on February 1, 2025 (4) The term of office starting on December 1, 2024 (1) (2) (3) (4) (3) 69
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Table of Contents On February 28, 2024, our Board of Directors initiated the CEO transition process, with Mr. Walter Schalka continuing in the role until July 1, 2024. On July 2, 2024, João Alberto Fernandez Abreu assumed the position of Chief Executive Officer of the Company. Effective as of November 30, 2024, Mr. Marcelo Bacci resigned his position as Statutory Executive Vice President of Finance and Investor Relations of the Company and the Board of Directors approved the appointment of Marcos Moreno Chagas Assumpção for the position with a term of office starting on December 1, 2024. Effective as of November 30, 2024, Mr. Christian Orga Orglmeister resigned his position as Statutory Executive Vice President of Biobusiness, Strategy and Digital of the Company. Effective as of April 1, 2025 Fernando de Lellis Garcia Bertolucci resigned from the position of Statutory Executive Vice President of Sustainability, His responsibilities were restructured, with the Sustainability area being led by Ms. Maria Luiza de Oliveira Pinto e Paiva, who assumed the position of Statutory Executive Vice-President of Sustainability, Communication and Brand on February 1, 2025. As of February 2025, Mr. Carlos Aníbal Fernandes de Almeida Junior Executive Vice President of Forestry and Procurement took on a new role within the Company, focusing on institutional relations and business development activities in Europe. The Executive Vice Presidency of Forestry started to be led by Mr. Douglas Seibert as of February 1, 2025. The following is a summary of the business experience of our current executive officers: João Alberto Fernandez de Abreu João Alberto Fernandez de Abreu holds a degree in Mechanical and Production Engineering from the Catholic University of Rio de Janeiro (PUC-Rio), and an MBA from Fundação Dom Cabral (São Paulo). He currently serve as Chief Executive Officer of the Company. He also holds the following positions in the Company’s whole owned subsidiaries: (i) Chairman of the Board of Directors of Futuragene Ltd; and (ii) Executive Officer of Itacel - Terminal De Celulose De Itaqui S.A. and Maxcel Empreendimentos e Participações S.A. His main professional experiences over the last five years include roles such as President of the Company and its subsidiaries from April 2019 at Rumo S.A. and member of the Board of Iogen Energy. João Alberto served as Chief Operating Officer of Raízen Energia S.A., working for 18 years at Shell, holding various positions in Retail, in Brazil, England, and Argentina. He began his career at Raízen Energia as Executive Director of Sales and a member of the board of Petróleo Sabbá, an affiliate of Raízen in Northern Brazil. In 2012, he became Director of Bioenergy and Technology for Raízen's Ethanol, Sugar, and Bioenergy business. Two years later, he assumed the role of Executive Director of Agroindustrial. He was responsible for the development and implementation of Raízen's first integrated Second-Generation Ethanol plant. Aires Galhardo. Aires Galhardo holds a degree and a post-graduate degree in Business Administration from Fundação Getúlio Vargas. Currently, he serve as Executive Vice-President of Pulp Operations Engineering and Energy. Mr. Aires also holds the following positions in other companies: (i) member of the board of directors at Fundação Arus de Seguridade Social; and (ii) member of the board of directors of Veracel Celulose S.A. With respect to the Company’s whole owned subsidiaries, he holds the position of Executive Officer of (i) Mucuri Energetica S.A. (ii) F&E Tecnologia Do Brasil S.A, (iii) Projetos Especiais e Investimentos Ltda. and (iv) Suzano Operações Industriais e Florestais S.A. His main professional experiences in the last five years include also acting in leadership positions in the areas of Logistics, Forestry and Operations at Votorantim Celulose e Papel (VCP) and later at Fibria. 70
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Table of Contents Carlos Anibal de Almeida Jr. Carlos Aníbal Fernandes de Almeida Junior holds a degree in Electrical Engineering from the Federal University of Minas Gerais, a postgraduate degree and a MBA in General Administration from IBMEC (São Paulo). He currently serves as the Executive Officer of Forestry and Procurement of the Company. Mr. Carlos Aníbal also holds the following positions in other companies: (i) member of the Supervisory Board of Lenzing AG and (ii) member of the Board of Directors Spinnova Plc. With respect to the Company’s whole owned subsidiaries, he is also (i) member of the Board of Directors of Fibria Celulose USA Inc; Supervisor of Suzano Shangai and (iii) Executive Officer of Maxcel Empreendimentos e Participações S.A. and Suzano Operações Industriais e Florestais S.A. His main professional experiences in the last five years also include acting as Executive Officer of the Pulp Business Unit, Executive Officer Sales and Marketing of Pulp and Paper and Executive Officer of the Pulp Business, at the Company. Douglas Seibert Lazaretti. Douglas Lazaretti holds a degree in Forest Engineering from the Federal University of Santa Maria – Rio Grande do Sul, a Master's in Business Administration - MBA, Business, Technology, and Innovation from the Massachusetts Institute of Technology, a Master's in Wood Quality, Forest Management, and Economics from the Federal University of Santa Maria, and a Master's in Business Administration (MBA), Business Management from the University of Santa Cruz do Sul. He is currently the Executive Vice-President of Forestry . He also serves as (i) Coordinator of the Forestry Committee of Ibá – Brazilian Tree Industry (since January 2020); and (ii) Chairman of the Board of Directors of the Institute of Forest Research and Studies - IPEF (since January 2020). His main experiences in the last 5 years include: (i) Member of the Board of Veracel Celulose S/A (January 2020 - September 2024); (ii) He has worked in all our forestry units, with his latest challenge being the expansion of our operation in Mato Grosso do Sul, including the forestry base to support the new plant in Ribas do Rio Pardo; (iii) General Manager of the Forestry Business Unit at Gerdau (August 2013 - November 2015). Leonardo Barretto de Araujo Grimaldi. Leonardo Barretto de Araujo Grimaldi holds a degree in Business Administration from Fundação Getúlio Vargas and has taken specialization courses at Wharton (USA) and Singularity University (USA). He currently serves as the Executive Vice-President of Commercial Pulp and Logistics of the Company. Mr. Leonardo Grimaldi also holds the following positions in other companies: (i) chairman of the Board of Directors of Portocel Terminal Especializado de Barra do Riacho S.A.; (ii) member of the board of directors of Veracel S.A..; and (iii) member of the Supervisory Board of Lenzing AG. With respect to the Company’s whole owned subsidiaries he also holds the following positions (i) member of the Supervisory Board of Suzano International Trade GmbH (ii) Executive Officer of Itacel - Terminal De Celulose De Itaqui S.A. and Fibria Terminal De Celulose De Santos Spe S.A.; (iii) member of the Board of Directors of Suzano Material Technology Development Ltd and Suzano Shangai; and (iv) Chairman of the Board of Directors of Suzano America and Fibria Celulose (USA) Inc. His main professional experiences in the last five years also include acting as Executive Officer of People and Management, and Health and Safety at the Company, and, previously, as Executive Director of the Paper and Packaging Unit, and also, being member of the Board of Directors and of the Strategy Committee and People Committee at Ibema Companhia Brasileira de Papel. Marcos Moreno Chagas Assumpção. Marcos Moreno Chagas Assumpção holds a degree in Economics from the University of Brasília (UnB) and an Executive MBA from Coppead (Federal University of Rio de Janeiro). He currently holds the position of Executive Vice President of Finance and Investor Relations. He also holds the following positions with in the Company’s whole owned subsidiaries: (i) member of the Board of Directors of Fibria Celulose (USA) Inc, Suzano Material Technology Development LTD, Suzano Pulp And Paper America, Inc, Suzano Shanghai and Suzano Ventures LLC; (ii) member of the Supervisory Board of Suzano International Trade GmbH; and (iii) Executive Officer of F&E Tecnologia Do Brasil S.A., Itacel - Terminal De Celulose De Itaqui S.A., Maxcel Empreendimentos e Participações S.A., Mucuri Energetica S.A., Projetos Especiais e Investimentos Ltda, SFBC Participações Ltda and Suzano Operações Industriais e Florestais S.A. In January 2022, he joined Suzano, where he served as Officer of Corporate Finance, leading the Treasury, Funding, M&A, and Credit areas, and recently took on the role of Officer of FP&A and M&A. Previously, he worked at Itaú BBA for nearly 13 years, primarily in the Equity Research area, where he was Head of Research, Equity Strategist, and Analyst for the Commodities sector (Pulp and Paper, Mining, Steel, and Cement) and the Banking sector. 71
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Table of Contents Maria Luiza de Oliveira Pinto e Paiva. Maria Luiza Paiva graduated in psychology from the Pontifical Catholic University of São Paulo (PUC-SP) in December 1986. She currently serves as Executive Vice-President of Sustainability, Communication and Brand of the Company. She also holds the following positions in the Company’s whole owned subsidiaries: (i) Director of Suzano Canada Inc.; and (iii) Supervisor of Suzano Material Technology Development Ltd. Previously, she was Executive Vice President of Sustainability (since March 2021) and Non-Independent Coordinator of the Executive Risk Committee – Sustainability (since August 2022) at Vale. Her main experiences in the last 5 years include: (i) Executive Vice President of Sustainability (March 2021 to December 2024) and Non-Independent Coordinator of the Executive Risk Committee – Sustainability (from August 2022 to December 2024) at Vale S.A.; (ii) Executive Officer of Sustainability at Suzano S.A. (January 2019 to February 2021); (iii) Member of the Board of Directors of the Global Compact Network Brazil (January 2020 to March 2021); (iv) Member of the Board of Directors of the Brazilian Business Council for Sustainable Development (August 2019 to March 2021); and (v) Executive Director of Sustainability at Fibria S.A. (March 2015 to January 2019). Fiscal Council Our fiscal council is a non-permanent corporate body comprised of three members, with an equal number of alternates, in case our shareholders request it to be convened at the annual general shareholders’ meeting. Under our bylaws, the members of our fiscal council must sign, before taking office, a compliance statement in accordance with the Novo Mercado listing rules. Pursuant to the Brazilian Corporation Law, our fiscal council is independent from our management and our external auditors. In case our fiscal council is installed, members of our fiscal council serve a one-year term that ends at the shareholders’ meeting the year following their election. The fiscal council is primarily responsible for reviewing management’s activities, our audited consolidated financial statements and for reporting its findings to our shareholders. The following table sets forth the name, position, date of appointment and term expiration for each member of our fiscal council, which has been convened as requested in the annual general shareholders’ meeting held on April 26, 2023: Name Age Position Date of Election Term of Expiration Eraldo Soares Peçanha 73 Member April 25, 2025 2026 Luiz Augusto Marques Paes 63 Member April 25, 2025 2026 Rubens Barletta 78 Member April 25, 2025 2026 Kurt Janos Toth 77 Alternate April 25, 2025 2026 Luciano Douglas Colauto 57 Alternate April 25, 2025 2026 Roberto Figueiredo Mello 76 Alternate April 25, 2025 2026 (1) The term of the mandates of the members of our fiscal council shall terminate on the date of our annual general shareholders’ meeting in charge of evaluating our audited consolidated financial statements for the year ended December 31, 2025. (1) 72
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Table of Contents The following is a summary of the business experience of the current members of our fiscal council: Eraldo Soares Peçanha. Eraldo Soares Peçanha holds a bachelor's degree in Accounting and Business Administration from Universidade Cândido Mendes (RJ). He currently, serves on the Fiscal Council at Suzano SA. Highlights of his professional experience follow: Aracruz Celulose S.A. - Manager of Accounting, Internal Audit, and Controller (1974 to 1996); CSN-Cia. Siderúrgica Nacional - Director of Controllership and IT (1996 to 2003); Embratel S.A. - Director of Controllership and Executive Director of Corporate Governance (2003 to 2008); Icatu Seguros S.A. - Executive Director of Customer Services (2008 to 2011); Previous roles include: Member of the Audit Committee at Banco do Estado do Rio Grande do Sul; Full member of the Fiscal Council at publicly traded companies: Vale, Net Serviços de Comunicação, JBS, Ideiasnet; Also, he was a member of the Fiscal Council at privately held companies: Cadam, Ferrovia Centro Atlântica, Itá Energética, and Officer Distribuidora Prod. Tecnologia; Alternate member of the Fiscal Council at publicly traded companies: Ouro Fino Saúde Animal Participações, CCR, AES Tiete Energia, Tupy, and Padtec Holding; Full member of the Fiscal Council at private pension entities of some companies where he worked. Since 2012, he has been working as a consultant in the areas of Corporate Governance, Controllership, and Accounting/Financial Processes & Systems. Luiz Augusto Marques Paes. Luiz Paes holds a Law degree from the Law School of the University of São Paulo – USP. He is currently a permanent member of the Company’s Fiscal Council. Luiz Paes also holds the following positions at other companies: (i) permanent member of the Fiscal Council of Cyrela Brazil Realty S.A. Empreendimentos e Participações; (ii) permanent member of the Fiscal Council of Cury Construtora e Incorporadora S.A.; (iii) member of the Audit Committee of JSL S.A.; and (v) partner at the law firm Paes e Colauto Sociedade de Advogados, working in the area of legal consulting in Tax and Corporate Law. Previously served as a member of the Fiscal Council of Vamos Locação de Caminhões, Máquinas E Equipamentos S.A. Rubens Barletta. Rubens Barletta holds a law degree from São Bernardo do Campo Law School. He currently serves as member of the fiscal council of the Company. Rubens Barletta is also a permanent member of the fiscal councils of the following companies: (i) Banco Alfa de Investimento S.A.; (ii) Alfa Holdings S.A.; and (iii) Tegma Gestão Logística S.A. From 1999 to 2010, he served as a permanent member of the fiscal council of Financeira Alfa S.A. – Crédito, Financiamento e Investimentos. and of Consórcio Alfa de Administração S.A. Mr. Barletta has been a partner at Barletta, Schubert e Luiz Sociedade de Advogados, a firm specializing in private law, with emphasis on Corporate Law. From 1961 to 2008, he was an employee, intern and then partner at Law Firm Augusto Lima S.C. Kurt Janos Toth. Kurt Janos Toth holds a degree in Economics from the Federal Fluminense University and a postgraduate degree in Finance from the Pontifical Catholic University of Rio de Janeiro. Currently, he serves as a substitute member of the Fiscal Council of the Company. His main professional experiences in the last 5 years include serving as a member of the Fiscal Council of Tupy S.A. (2017 to 2021). He has also served as Head of the Credit Department at BNDES (Brazilian Development Bank) from 1988 to 2006. Roberto Figueiredo Mello. Mr. Roberto Figueiredo Mello holds a Law degree from the Law School of the University of São Paulo – USP. He is currently an alternate member of the Company’s Fiscal Council. Mr. Roberto is also a founding partner of Pacaembu Serviços e Participações Ltda Luciano Douglas Colauto. Luciano Douglas Colauto holds a degree in Business Administration from Fundação Getúlio Vargas (EAESP-FGV) and in Law from the University of São Paulo Law School (USP). He worked as a consultant at Arthur Andersen (an auditing company) from September 1988 to December 1991, and currently is a partner at Almeida Prado, Paes, Caruso e Colauto Consultoria Empresarial Ltda. (a consulting firm), where he joined in December 1991. He served as an effective member of the Fiscal Council of Nordeste Química S.A. (NORQUISA) from April 2003 to August 2004, of TECNISA S.A. from 2007 to 2017, and is currently an effective member of the Fiscal Council of Cyrela S.A., JSL S.A., and Movida Participações S.A.and member of the Audit Committee of Cury Construtora e Incorporadora S.A. . 73
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Table of Contents Audit Committee In 2011, the CVM approved an Instruction (No. 509/2011) governing the comitê de auditoria estatutário (statutory audit committee), an audit committee established under the bylaws of the issuer and subject to certain requirements under the CVM rules. Effective January 2018, the B3 listing rules for its Novo Mercado segment require that a company listed on the Novo Mercado (such as ourselves) create and implement an audit committee in accordance with the CVM rules. Novo Mercado segment of B3 is a premium listing segment for Brazilian companies that meet the highest standards of corporate governance. For further information on the Novo Mercado listing segment, see “Item 9. The Offer and Listing–Markets–São Paulo Stock Exchange Corporate Governance Standards.” On April 1, 2019, our shareholders approved an amendment to our bylaws requiring us to establish a statutory audit committee. Our statutory audit committee is an advisory committee of our board of directors, and provides assistance in matters involving our accounting, internal controls, financial reporting and compliance. Our statutory audit committee also recommends to our board of directors the appointment of our independent auditors and evaluates the effectiveness of our internal financial and legal compliance controls. According to our bylaws, our statutory audit committee must have at least three members, and not more than five members, which must be independent in accordance with the independence requirements of the CVM and at least one of whom must have recognized experience in corporate accounting. Additionally, B3 Novo Mercado listing rules require that at least one member of the audit committee be a independent board member, but they permit the appointment of other members who are not members of the board of directors provided such other members meet the independence requirements of the CVM. Our bylaws expressly require that our statutory audit committee consist of one or more persons who are independent members of our board of directors and one or more persons who are not members of our board of directors and also provides that the members of the committee can not be part of the executive officers board. Our statutory audit committee is not equivalent to or comparable with a U.S. audit committee. Pursuant to Exchange Act Rule 10A-3(c)(3), which provides for an exemption under the rules of the U.S. Securities and Exchange Commission, or SEC, regarding the audit committees of listed companies, a foreign private issuer is not required to have an audit committee equivalent to or comparable with a U.S. audit committee if the foreign private issuer has a body established and selected pursuant to home country legal or listing provisions expressly requiring or permitting such a body, and if the body meets the requirements that (i) it be composed of one or more members of the board of directors and one or more members that are not also members of the board of directors, (ii) its members not be elected by management, (iii) no executive officer be a member of the body, and (iv) home country legal or listing provisions set forth standards for the independence of the members of the body. We believe that our statutory audit committee complies with these requirements, and we rely on the exemption provided by Rule 10A-3(c)(3) under the Exchange Act. The following table sets forth the name, position, date of appointment and term expiration for each of the members of our audit committee: Name Position Date of Election Term Expiration Ana Paula Pessoa Member May 9, 2024 2026 Carlos Biedermann Financial Expert May 9, 2024 2026 Paulo Rogerio Caffarelli Coordinator and Risk Expert May 9, 2024 2026 74
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Table of Contents The following is a summary of the business experience of the current members of our audit committee who are not members of our board of directors: Ana Paula Pessoa. Ana Paula holds a Bachelor's degree in Economics and International Relations and a Master's degree in Development Economics from Stanford University. Currently, she is a member of the Audit Committee of the Company. Ms. Pessoa also holds the position of a member of the board of directors and member of our sustainability committee of Cosan and a partner, investor and Board Chair of Kunumi AI, a leading artificial intelligence start-up in Brazil. She has been an independent board member and member of the audit committee of News Corporation, NY, since 2013; an Independent board member and member of the Investment and CSR committee of Vinci Group, Paris, since 2015; an independent member of the board and member of the audit committee, the conduct and financial crime committee, and of the innovation committee of Credit Suisse AG, Zurich, since 2018. She is also a board member of the board representing IFC at Aegea Saneamento, Säo Paulo, since 2018. She is a member of Stanford University, California, Global Advisory Council since 2018. She is a member of the Consulting Board of The Nature Conservancy Brazil since 2014, a member of the Audit committee for Fundação Roberto Marinho since 2007, a member of consulting board for Casa FIRJAN since 2018. Ms Pessoa was CFO of the Rio 2016 Olympic and Paralympic Games from 2015 to 2017. Ana Paula served as Founder and Managing Director of Brunswick São Paulo from 2012 to 2015. Ms Pessoa, founded and was Chair of Neemu Internet, which was sold in 2015 to Linx SA.. Ana Paula was CFO of infoglobo Comunicações from 2001-2011, and before that held several executive positions in the Globo Organizations since 1993. Ana Paula worked for the World Bank in DC and The United Nations Devenlopment Programme in New York and Benin, West Africa. Carlos Biedermann. Carlos Biedermann is a graduate in Business Administration and Public Administration from the Federal University of Rio Grande do Sul (UFRGS), and in Accounting from Unisinos. He holds a postgraduate degree in Capital Markets from Fundação Getúlio Vargas (FGV). He is currently (a) a member of the Audit Committee of the Company and also of the following organizations; (b) Chair of the Audit Committee of Grupo Cornélio Brennand, a business group operating in the real estate development, energy, glass, and cement sectors; (c) a member of the Board of Directors of Grupo Solar, a Coca-Cola System bottler in Brazil; (d) a member of the Board of Directors and Audit Committee of Copel - Companhia Paranaense de Energia, a publicly traded company in Brazil and the USA, operating in the energy sector in Paraná and other states of Brazil; (e) a member of the Audit Committee of Banrisul – Banco do Estado do Rio Grande do Sul, a financial institution operating as a multiple-service bank across commercial, credit, investment, mortgage, development, leasing, and investment portfolios; (f) a member of the Audit Committee of Raymundo da Fonte, a company that produces cleaning products, personal hygiene items, and condiments; (g) Chair of the Board of Directors of Brivia Dez, a company operating in advertising, marketing, and technology; (h) a member of the Audit Committee of Moinho Paulista S.A., a company in the food industry; (i) Chair of the Board of ADVB - Associação dos Dirigentes de Marketing e Vendas do Brasil (Brazilian Marketing and Sales Executives Association). Previously, he was (a) lead partner at PricewaterhouseCoopers (PwC) from 2002 to 2015, one of the world’s largest professional services firms in auditing, consulting, and related services; (b) Chair of the Audit Committee for five years and Vice-Chair in 2013/2014 of the Brazilian Institute of Corporate Governance (IBGC), a non-profit organization focused on developing best practices in corporate governance; (c) a member of the Board of Directors for six years and a board advisor for two years of the Young Presidents Organization (YPO/WPO), a global network of chief executives; (d) the first independent member of the Board of Directors at Calçados Azaleia, a Brazilian footwear company; (e) a member of the Administrative Board for approximately 15 years at Santa Casa de Misericórdia de Porto Alegre, a complex of seven hospitals with various specialties located in Porto Alegre, RS; (f) a member of the Audit Committee of BB Seguridade, a Brazilian insurance company owned by Banco do Brasil, operating in insurance, open pension funds, capitalization, and brokerage services; (g) a member of the Board of Directors of Valmont, an industrial company in the agribusiness sector; (h) Chair of the Board of Porto Alegre Health Care, a non-profit group that brings together public and private stakeholders to promote the city and foster medical tourism; (i) a member of the Audit Committee of Grupo Algar, a company in the telecommunications sector (fixed and mobile telephony); (j) a member of the Board of Directors of Madero, a multi-brand restaurant company operating throughout Brazil; (k) a member of the Audit Committee of Tribanco, a commercial bank operating with traditional credit and service operations. 75
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Table of Contents Paulo Rogerio Cafarelli. Paulo Rogerio Caffarelli holds a degree in Law from the Pontifical Catholic University of Curitiba (PUC Curitiba), with specializations in Foreign Trade (FAE/CDE Curitiba) and International Trade Law (IBEJ Curitiba). He holds an MBA in Corporate Law and Finance from FGV/RJ and a master’s degree in business management and economics from the University of Brasília. Currently, he is a member of the Board of Directors and the Statutory Audit Committee of the Company. Paulo Rogerio Caffarelli also holds the position of President of Banco BBC within the Simpar Group since October 2021. His main professional experiences in the last years include: (i) President of Cielo S.A.; (ii) he joined Banco do Brasil in 1981, becoming Vice President of Wholesale, International Business, Private Banking, and Capital Markets (BB BI) from 2011 to 2014, also Logistic Director, Marketing Director, New Business Retail Director, Vice-President of Retail and serving as President; (iii) Executive Secretary at the Ministry of Finance from February 2014 to February 2015; (iv) Corporate Executive Director at Companhia Siderúrgica Nacional; (v) he served, for a certain period, on the Board of Directors of the following companies: Banco do Brasil S.A.; Brasilprev; Cielo, Elo Participações S.A.; Banco Votorantim; CBSS Visavale (Alelo); Vale; Brasilcap Capitalização; and Banco Votorantim; he was also a member of the Advisory Board of Febraban - Brazilian Federation of Banks. As of April 25, 2025, the members of our audit committee, on an individual basis and as a group, directly owned less than 1.0% of our common shares. Family relationship Mrs. David Feffer and Daniel Feffer, respectively serving as Chairman and Vice-Chairman of our board of directors, are brothers. Mrs. Gabriela Feffer Moll, a member of our board of directors, is the daughter of Mr. David Feffer, Chairman of our board of directors. B. Compensation Aggregate compensation for the members of our board of directors and our executive officers is determined annually at our shareholders’ meeting, in accordance with our bylaws. Our board of directors is responsible for the distribution of such amount between its members and the members of our board of executive officers. Our shareholders’ meeting held on April 25, 2025 approved the global compensation for the members of our board of directors, fiscal council and board of executive officers for the fiscal year of 2025 in the amount of up to R$ 185.0 million (including social contribution). For the years ended December 31, 2024, 2023, and 2022 the aggregate compensation of all of our directors, officers and members of our fiscal council was R$ 167.1 million, R$117.7 million, and R$99.2 million (including social contribution), respectively, which includes bonuses in the aggregate amount of R$ 17.7 million, R$24.1 million and R$11.6 million, respectively. In addition, for 2024, 2023 and 2022d 2021 we paid an aggregate of R$ 0.724 million, R$0.598 million and R$0.548 million into our pension plan on behalf of our directors. Information on elements of compensation for the year ended December 31, 2024 is detailed in the table below (the percentages reflect the percentage of total remuneration represented by the category) Elements of Remuneration Board of directors Board of Executive Officers (Statutory) Fiscal Council Fixed Remuneration 60.3 % 15.8 % 83.3 % Benefits 0.1 % 1.3 % 0.0 % Social Contribution 12.1 % 3.6 % 16.7 % Variable Remuneration 0.0 % 12.4 % 0.0 % Cessation 0.0 % 2.1 % 0,0% Long Term Incentive Plan 27.5 % 64.8 % 0.0 % TOTAL 100.0 % 100.0 % 100.0 % 76
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Table of Contents In addition to receiving a fixed salary, our entire board of executive officers participate in a profit-sharing program based on the achievement of certain personal and corporate goals. We also provide the following benefits, among others, to certain members of our board of directors and our entire board of executive officers: life insurance, health care plans, dental care, meal vouchers, transport, payroll loans and private pension plans. In addition to the benefits, we offer our management team long-term incentive programs. Until 2023, we had three long-term Incentive plans based on shares: (i) the Phantom Share Plan, (ii) the Share Appreciation Rights (“SAR”), and (iii) the Performance Share Plan. In 2024, the Company’s management decided to discontinue the SAR Plan and keep the Phantom Share Plan and the Performance Share Plan, upon the approval of two new Plans. With this new structure, the Company’s purpose is: i) aligning the interests of managers with the interests of the Company and its shareholders; ii) attracting, rewarding, retaining and encourage them to conduct the Company’s business sustainably, within appropriate risk limits and aligned with the interests of shareholders; and iii) grant them a financial incentive. This changes were approved by our shareholders at the Annual and Extraordinary Meetings held on April 25, 2024. Performance Shares Plan Members of the Board of Directors, both the statutory and non-statutory board officers, and key employees are eligible to be beneficiaries of the our Performance Share Plan. The Board of Directors may approve the grant of Performance Shares to Beneficiaries of the Plan, under the terms and conditions established in the Plan, and in the respective Programs and Grant Agreements. Each Performance Share corresponds to one (1) common, registered, book-entry share with no par value issued by the Company, to be delivered to the Beneficiary, once the conditions established in the Plan and the respective Program and Agreement have been met. The Board of Directors determines the number of performance shares for each beneficiary, adhering to the global and, if applicable, the extraordinary limit under the plan. The number of performance shares delivered depends on achieving the targets set after the vesting period, as outlined in the programs and agreements. Initially, the grant's financial value is set, then converted into performance shares based on the average price of our common shares during up to ninety trading sessions on the B3 stock exchange before the grant date The Board of Directors sets and approves the targets for granting performance shares based on TSR performance indicators and strategic priority metrics for each program. For the Performance Share Plan, TSR refers to the performance indicator mechanism related to shareholder return, used to measure the performance of the reference group over a specific period by combining the share price of the comparable to demonstrate the return provided to the shareholder. The vesting period is determined by the Board of Directors in each program or grant agreement and may vary between three and five years from the grant date. The Board of Directors, at its sole discretion, and based on the Compensation Committee’s recommendation, according to the provisions of the Plan and programs, shall approve: (i) the beneficiaries who shall be entitled to receive Performance Shares; (ii) the number of Performance Shares to be granted, which may be based on a reference value or a maximum amount, always respecting the Overall Limit; (iii) the goals and other conditions for acquiring the right to receive Performance Shares, including possible adjustments or modifications required over time, observing the specific terms and conditions in the grant programs and agreements, as applicable. Under the Performance Share Plan, beneficiaries may be granted shares representing up to 2% of our total issued shares on the plan’s approval date. This amount may adjust due to changes in the number, type, and class of shares as a result of bonuses, splits, reverse splits, or conversion of shares of one type or class into another, or conversion into other securities issued by us, or even in the case of eventual declarations of proceeds during the vesting period. 77
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Table of Contents The Board of Directors may, in exceptional situations to preserve our best interests, establish conditions different from those in this plan for extraordinary grants of performance shares. These may occur when negotiating an entry bonus to hire managers or key employees who may become beneficiaries, or due to bonuses for specific activities or projects that bring significant returns to us. Such grants may not exceed 0.3% of our total issued shares on the plan’s approval date, always respecting the overall limit under the plan. Phantom Shares Plan The members of the Management, both statutory and non-statutory, as well as the Company’s key employees who perform strategic functions and have a direct impact on the Company’s results, are eligible to be beneficiaries of the Plan and, thus, upon meeting the conditions established therein, to receive a pecuniary amount result from the granting of Phantom Shares. The Company’s Board of Directors has the authority to approve the grant of Phantom Shares to the beneficiaries, under the terms and conditions established in the Plan, in the respective programs, and in the related grant agreements. As provided for above, each Phantom Share entitles its holder to receive a monetary value equivalent to the market price of one (1) share of the Company, determined by the market quotation on the determination date (such share, a “Reference Share” for purposes of the Phantom Shares Plan). The number of Phantom Shares to be granted to each beneficiary is calculated based on two main criteria: (i) the financial value assigned based on the beneficiary’s reference salary and salary multiple or by financial references related to the position grouping; and (ii) the value in reais per share, determined by the average quotation of the Reference Shares in the last 90 trading days of the B3 market before the grant date established in said grant agreement. Beneficiaries can only exercise their rights to the phantom shares during the exercise period, after meeting the vesting period and other conditions outlined in the plan and agreements. The grant of phantom shares do not automatically confer rights to beneficiaries, including their exercise and settlement. The vesting period is set by the Board of Directors in each program or grant agreement, ranging from three to five years from the grant date. The exercise period, also determined by the Board, may not exceed two years from the end of the vesting period. The settlement of phantom shares is conducted through cash payment to the beneficiary of the redemption amount, calculated by multiplying the number of phantom shares by the average quotation of the reference shares over up to 90 trading sessions on the B3 stock exchange, as specified in each program. This amount may include TSR or another strategic metric as a multiplier in the redemption calculation. TSR, within our phantom shares plan, refers to the performance indicator related to shareholder return, measuring the performance of the Reference Group by combining the share price to demonstrate the return provided to the shareholder. The Board of Directors, based on the Committee’s recommendation and in compliance with the the plan, approves programs that specify: (i) the beneficiaries of phantom shares, (ii) the number of phantom shares granted; (iii) the conditions and necessary modification for exercising rights related to the phantom shares; (iv) the vesting and exercise periods; and (v) other related terms and conditions. In exceptional situations, to protect our best interests, the Board of Director may establish conditions different from those in the plan for extraordinary grants of phantom shares, such as when negotiating entry bonuses for new managers or key employees, or for bonuses tied to specific projects that yield significant returns for us. 78
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Table of Contents Share Appreciation Rights Plan We made available to certain of our executives and employees a SAR Plan, under which the payment, in cash, was linked to the price of our shares and, for a group of executives, was also linked to the performance of our shares in relation to our competitors. The difference between this plan and the phantom shares plan was the fact that there is a minimum appreciation requirement for vesting. The options have an exercise price (or minimum level of share appreciation) that represents the average of the last 90 trading days prior to the grant date. The plan was composed of one tranche with a vesting period ending three years after the grant and maturing six months after the end of the vesting period. After five years, the options are exercised automatically. The beneficiary was invited to participate in the plan. The acceptance by the beneficiary required the investment of an amount equivalent to 5% of the grant at the date of the grant, and 20% at the end of the vesting period, which must be deposited in our bank account. The beneficiary’s gain varies depending on the performance of our shares and may vary up to 25% more depending of the relative performance of our shares and the competing shares (TSR – Total Shareholder Return). This percentage is calculated based on our performance for the relevant period in comparison with our competitors’ performance and may vary between 75% and 125%. In 2024, management decided to discontinue the SAR Plan and no new options will be granted. Managers still hold options granted under our SAR Plan and may chose to exercise them in the end of the vesting period. Maximum, Minimum and Average Individual Remuneration of our Board of Directors, Management and Fiscal Council Year 2024 Number of Members Number of Remunerated Members Highest Remuneration (in million reais) Lowest Remuneration (in million reais) Average Remuneration (in million reais) Board of Directors 0.01 8.83 10.52 0.89 2.27 Management 0.01 7.17 56.47 9.72 19.22 Fiscal Council 0.00 3.00 0.36 0.36 0.36 Note on Calculations: • The average annual remuneration of each body was calculated by dividing the total amount of annual compensation (fixed, variable and indirect benefits, not including social contribution) for each body by the number of remunerated members in the respective body. • The lowest annual individual remuneration (fixed, variable and indirect benefits, not including social contribution) of each body excludes all members of the respective body who have held the position for less than 12 months. • The highest annual individual remuneration (fixed, variable and indirect benefits, not including social contribution) of each body makes no exclusions, considering all remuneration received by the respective member for functions exercised in the last 12 months. Clawback Policy 79
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Table of Contents On November 30, 2023 our Board adopted a policy pursuant to which our executive officers will be required to repay or return erroneously awarded compensation to the Company in accordance with the clawback rules, Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC thereunder (including Rule 10D-1 under the Exchange Act) or the Listing Exchange pursuant to Rule 10D-1 under the Exchange Act (including Section 303A.14 of the New York Stock Exchange Listed Company Manual), in each case as may be in effect from time to time. (the "Clawback Policy"). The Clawback Policy is administered by the Appointment and Compensation Committee of the Board. Employee Compensation Policies Policy on salaries and variable compensation We ensure a competitive compensation policy, conducting an annual survey of positions and salaries among the biggest and best companies in various segments. Compensation consists of a fixed monthly salary, which is related to the level of complexity of the position, and an annual share in our results through the variable compensation programs. The variable compensation programs mostly aims at leveraging business and results, encouraging employees to effectively contribute to our growth, strengthening the commitment to sustainable results, while making the short- and long-term visions compatible, allowing our growth be translated into financial compensation, as well as allowing us to retain employees. Short-Term Variable Compensation Programs Based on the definition of group and individual targets. These targets are cascaded across all hierarchical levels. Long-Term Variable Compensation Programs We have share-based compensation plans for certain non-management employees within our two Long-Term Incentive (LTI) plans linked to the price our stock, paid in local currency. These are the Phantom Shares Plan and the Performance Shares Plan. Both plans depend on the stock price, and depends on the performance of our shares in relation to our main competitors (TSR – Total Shareholder Return). Benefits policy Below is a list of some of the benefits offered to employees: Dental Care: we offer dental care to employees from certain units, which also covers their dependents. At the Mucuri unit, the benefit also covers the parents of employees. Health Insurance Plan: we offer medical assistance to employees through health insurance plans managed by third - parties, according to the relevant work location. Employees, their dependents (i.e., spouse or partner, children younger than 21 and single, children younger than 24 who are students, and children with disabilities in any age) and interns are entitled to health insurance. The health insurance offered by us has a co-payment model, i.e., the employee copay a percentage of the costs of medical procedures, following the rules of the insurance plan and applicable regulations. No monthly fixed contribution is paid. There is an accredited network in all locations to serve employees and their dependents. In addition, employees are entitled to reimbursement of expenses incurred at non-accredited locations, in accordance with the rules of the plan. Meal Voucher: Credit provided on the last business day of each month, to a prepaid meal card, at locations that do not have a cafeteria. Cafeteria: Outsourced restaurants that offer meals at manufacturing units, distribution centers and logistic centers (breakfast, lunch, dinner and supper). Food Voucher: Credit provided on the last business day of each month, to a prepaid food card. 80
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Table of Contents Transportation Voucher: Benefit intended to cover expenses with daily commute to and from work. Christmas Basket: All employees are eligible for this benefit, which is delivered in December through a prepaid Christmas card. Toy Check: All employees with children aged up to 12 years are entitled to this benefit. Employees receive a prepaid toy card, which is always delivered in December. Studying is Growing Program: In partnership with employees who are parents, this benefit aims to improve the academic performance of their children through cash prizes to students who obtain good grades at the end of the academic year. These prizes are paid in accordance with predefined criteria and analysis of the student’s report card by the 1st quarter of the subsequent year, and are deposited into the employee’s account. School Supplies Kit: Every year, we deliver school supplies to the children of employees, according to the level enrolled. Employees’ children older than five (completed by January 31 of a given year) who are in preschool, primary or secondary education are eligible for this benefit. Child Care Assistance: Benefit envisaged in the collective bargaining agreement, by which expenses with day care or babysitter services are reimbursed. All female employees who are mothers, male employees who are widowers or legally separated and who hold custody of their children aged 0 to 72 months (depending on the location where the employee works) are entitled to this benefit. The benefit amount is credited to the employee’s payroll. For this, the employee must submit monthly proof of the expenses to the HR department at their unit and there is no deductible. Allowance for Child with Disability: This benefit is envisaged in the collective bargaining agreement, by which expenses with specialized treatment and education of employees’ children with disabilities are reimbursed. All employees who have children with disabilities or who hold legal custody of a person with disabilities are entitled to this benefit. The benefit is granted upon submission of the respective medical certificate attesting to the disability. The benefit amount is credited in the payroll and the employee must submit monthly proof of expenses to the HR department at the unit. There is no age limit for dependents to receive this benefit. There is no deductible for the employee. Tribute for Time of Service: At the end of each year, employees completing their 10, 20, 30 and 40 –year anniversary of service at Suzano are honored. Life Insurance: This benefit insures the employee and their dependents in case of death and/or disability. The amount insured corresponds to 36 times the employee’s salary (capped at R$1.2 million). Payroll Loans: This benefit is offered to active employees and is governed by the Brazilian Labor Code (CLT) (employees on INSS leave, interns and contractors are not eligible). To obtain the benefit, employees must have been working at the Company for at least six months. The loan is repayable in up to 36 months with a maximum monthly installment up to 30% of available compensation. Total deductions (including the loan installment, to be deducted from payroll) cannot exceed 40% of available compensation. Private Pension Plan: Suzano Prev is our supplementary pension plan, managed by BrasilPrev. All employees up to 89 years old are entitled to this benefit. C. Board Practices Our board of directors meets at least four times per year and whenever necessary, according to our interest or when called by its chairman or by the majority of its members. Our board of directors is responsible for, among other things, establishing our general business policies and for electing our executive officers and supervising their activities. Our board of executive officers meets periodically to review our production, commercial and financial operations. Our board of directors and our board of executive officers is governed by each of their respective internal rules, which have been approved by our board of directors in 2019 (and amended on 2022) and 2018, respectively. These rules set forth the structure and functioning, as well as rights and obligations of the members of our board of directors and board of executive officers. 81
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Table of Contents According to the Brazilian Corporation Law and our by-laws, the members of our board of directors are elected by the holders of our common shares at the general shareholders meeting. The members of our board of directors serve two-year terms. In April 2024, the sitting and alternate members of our board of directors were elected to serve a two-year mandate starting on April 25, 2024. D. Employees As of December 31, 2024, we employed a total of 23,980 employees (Suzano + Portocel + Ecofuturo + Futuragene + Veracel), distributed as follows: As of December 31, 2024 Management 1,929 Specialists/Engineers 87 Administrative 6,167 Operations 15,796 TOTAL 23,980 The increase in the number of employees (3,073 people) compared to 2023, increase in our forest base, in sourcing, formation of a succession pool for industrial units, hiring of employees for the Cerrado Project and the acquisition of two industrial assets from Pactiv Evergreen in the United States. On December 31, 2024, 34,262 workers employed by outsourced subcontractors and service providers were used. This scenario represents an increase of 19.4% in outsourced subcontractors and service providers compared to the previous year, equivalent to an increase of 5,557 employees. The workforce is mostly allocated in forestry operations and logistics with 54% of workers, followed by 43% of workers distributed in industrial operations and 3% of workers in support and administrative activities. In the years of 2024, 2023, 2022, 2021, 2020 and 2019, the number of accidents in our facilities were 189, 175, 156, 163, 146, 195, respectively. Our relationship with our employees is subject to the terms and conditions set forth in each of the collective labor agreements executed by us with the local unions to which our employees belong. E. Share Ownership As of April 25, 2025, the members of our board of directors and our executive officers, other than members of the Feffer family, directly owned less than 1.0% of our common shares. See “Item 7. Major Shareholders and Related Party Transactions.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders As of April 25, 2025, our capital stock fully subscribed and paid in is R$19,269.3 million divided into 1,264,117,615 registered, book-entry common shares. 82
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Table of Contents The table below presents certain information as of April 25, 2025, regarding (i) any person known to us as the owner of 5% or more of our outstanding common stock, (ii) total amount of the common stock owned by the members of our board of directors, executive officers and fiscal council; and (iii) total amount of the common stock owned by our related parties. Shareholder Number of Common Shares Total Capital (%) Suzano Holding S.A 367,612,329 29.1 % David Feffer 53,443,973 4.2 % Daniel Feffer 48,077,305 3.8 % Jorge Feffer 47,687,570 3.8 % Ruben Feffer 46,856,788 3.7 % Alden Fundo de Investimento em Ações 27,154,744 2.1 % Other Related Parties 26,566,442 2.1 % Board of Directors, Executive Officers and Fiscal Council 5,337,556 0.4 % (Other Shareholders) Public Float: 612,919,479 48.5 % Treasury Shares 28,461,429 2.3 % Total 1,264,117,615 100.0 % (1) The controlling shareholders of Suzano Holding S.A. are David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer. (2) Includes other relatives of the Feffer family. In addition, as of April 25, 2025, 7.2% of our common shares were held in the form of ADSs. Our major shareholders do not have different voting rights from other shareholders. Shareholders’ Agreements Voting Agreement David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Suzano Holding S.A. and Alden Fundo de Investimento em Ações (“Fundo Alden”), as well as their stocks, their successors and permitted assignees, as the case may be, are parties to a voting agreement dated September 28, 2017 and amended on July 12, 2022, relating to their respective stakes in our company. The voting agreement became effective on September 28, 2017 and shall be in force until June 23, 2042. The voting agreement (a) will terminate automatically if the shareholders’ agreement of Suzano Holding is terminated, and (b) may be terminated at any time by any two of David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer and any of their successors or permitted assignees. The shareholders’ agreement of Suzano Holding was entered into on September 28, 2017 and similarly will be in force until June 23, 2042. Pursuant to the voting agreement, the parties are required to vote as a block at our shareholders’ meetings. Prior to each of our shareholders’ meetings, the parties are required to hold a meeting to determine the vote to be cast by each party with respect to all matters submitted for voting at such shareholders’ meeting. Each party is entitled to one vote at such preliminary meetings, and decisions are taken by vote of the majority of the shares bound by the agreement. Stock Transfer Agreement David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer are parties to a stock transfer agreement dated as of, and effective on, September 28, 2017, and amended on July 12, 2022, which will be in force until June 23, 2042. Pursuant to the stock transfer agreement, each party and its successors agrees to not transfer, sell, assign or encumber shares subject to the stock transfer agreement (including through market transactions on an exchange), subject to certain exceptions, without the prior written consent of the other parties. (1) (2) 83
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Table of Contents The stock transfer agreement also includes customary rights of first offer and rights of first refusal to all parties in the event of a sale or transfer of one of the parties. Moreover, the stock transfer agreement prohibits the transfer of shares to a third party that, directly or indirectly, engages in a competing activity, or that presents a common interest with whom engages in a competing activity, in each case with respect to our company. B. Related-Party Transactions For transactions with related parties, we shall observe the usual market prices and conditions, as well as the corporate governance practices adopted by us and those recommended and/or required by the legislation. Transactions with Suzano Holding S.A. The transactions with our controlling shareholder, Suzano Holding S.A, in the year ended December 31, 2024, totaled R$66,000.0, mainly related to administrative expenses sharing and, to a lesser extent, to guarantees provided by Suzano Holding S.A. Other Transactions We are currently engaged in commercial pulp transactions with Ibema Companhia Brasileira de Papel (Ibema) that is a joint venture between us and Ibema Participações S.A (Ibemapar) concluded in January 2016. Currently, we hold 49.9% of Ibema's share capital and Ibemapar holds the remaining 50.1%. In the year December 31, 2024, 2023 and 2022, our net revenues from these transactions were R$224.4 million, R$193.0 million and R$237.1 million, respectively. We also enter into expense sharing with certain other parties controlled by some of our controlling shareholders in the ordinary course of business. C. Interests of Experts and Counsel Not applicable. ITEM 8. FINANCIAL INFORMATION A. Consolidated Statements and Other Financial Information See our audited consolidated financial statements included in this Annual Report. Legal Proceedings We are a party to numerous legal proceedings in Brazil relating to civil, administrative, tax, labor, environmental and corporate issues arising in the normal course of our business. We recognize provisions when losses are assessed as probable and the amounts involved can be measured reliably. Below is a summary of the provisions recognized in our legal proceedings. December 31, 2024 December 31, 2023 Judicial deposits Provision Provision, netProvision, net (in millions of R$) Tax and social security 66.7 2,402.4 2,335.7 2,329.4 Labor 91.6 353.9 262.3 266.8 Civil environment and real estate 20.1 348.8 328.8 264.2 178.4 3,105.2 2,926.8 2,860.4 84
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Table of Contents Although the amounts of any liability that could arise against us with respect to these actions cannot be accurately predicted, in our opinion, except as described below, such actions, if decided adversely to us, would not, individually or in the aggregate, have a material adverse effect on our financial condition. The amount of the legal cases assessed as reasonably possible, as of December 31, 2024, is R$9,837.1 million for tax proceedings, R$171.5 million for labor proceedings and R$5,065.7 million for civil proceedings. Tax Proceedings As of December 31, 2024, we were involved as the defendant in approximately 58 administrative and judicial proceedings of tax and welfare nature, which likelihood of loss is probable, involving a plurality of taxes, such as corporate income tax (IRPJ), social contribution on net income (CSLL), retained income tax (IRRF), social integration program (PIS), social contribution on revenue (COFINS), tax on industrialized products (IPI), social contribution, tax on rural real estate (ITR), value added tax on goods and services (ICMS), tax on services (ISS) and real estate tax (IPTU). As of December 31, 2024, we had provisions, net of judicial deposits, of R$2,335.7 million related to tax claims for which our legal counsel considers that the likelihood of loss is probable. In addition, the total amount related to proceedings in which we are defendants, and for which our legal counsel considers the likelihood of loss possible, is R$9,837.1 million. As of December 31, 2024, we had no provision accrued for claims which likelihood of loss is possible. The remaining tax and welfare proceedings refer to other taxes, such as social contribution, IRPJ, CSLL, ITR, ICMS, ISS, IRRF, PIS and COFINS, mainly due to divergences on the interpretation of applicable tax rules and ancillary tax obligations. We list below our key legal proceedings: a. Income Tax Assessment – IRPJ/CSLL: Swaps of Industrial and Forestry assets: In December 2012, the the Company received a tax assessment for income tax and social contribution, alleging unpaid tax on a capital gain in February 2007, the closing date of the transaction, when the Company executed an agreement with International Paper regarding a swap of industrial and forestry assets. . On January 19, 2016, the Tax Federal Administrative Court (CARF) rejected, as per the casting vote of the CARF’s President, the appeal filed by the Company in the administrative process. The Company was notified of the decision on May 25, 2016 and, given the impossibility of further appeals and the consequent closure of the case at the administrative level, decided to pursue the discussion in the Judiciary. The lawsuit was ruled in favor of the Company's interests, and the National Treasury's appeal is currently awaiting judgment at the lower court. In December 2023, pursuant to article 25, paragraph 9ºA, of Law No. 14,689/23, the Active Debt Certificates were rectified to definitively cancel the amounts related to the tax assessment penalty and its charges. The probability of loss in this case is possible, except for the provisioning of the amount equivalent to the contingent liability assumed arising from the business combination. For the year ended December 31, 2024, the estimated amount of the possible exposure is R$ 1,688.7 million (R$ 1,630.5 million as of December 31, 2023). b. Income Tax Assessment – IRPJ/CSLL : This refers to an administrative proceeding initiated in October 2023, resulting from tax assessments for IRPJ and CSLL issued against Suzano S.A., for the calendar year of 2019. The alleged infractions include: (i) nondeductible expenses; (ii) improper deduction of operating expenses; (iii) profits earned by the subsidiaries abroad; (iv) goodwill amortization; (v) lack of addition of bonus paid to directors to the CSLL calculation basis, and (vi) tax loss and negative CSLL basis. The Company filed an administrative objection, which was partially upheld. Currently, the voluntary appeal filed by the Company and the ex officio appeal filed by the National Treasury are awaiting judgment. For the year ended December 31, 2024, the total amount of the possible exposure is R$920.6 million (R$845.2 million as of December 31, 2023). 85
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Table of Contents c. Income Tax assessment – IRPJ/CSL: Disallowance of Depreciation, Amortization and Depletion expenses – 2010: In December 2015, the Company received a tax assessment demanding the payment of IRPJ and CSLL. The assessment challenges the deductibility of depreciation, amortization, and depletion expenses of 2010, which the Company had included in its income tax calculations. The Company filed an administrative appeal, which was partially upheld. This decision was subject to a voluntary appeal, filed by the Company in November 2017. The judgment was converted into a due diligence process, and currently, the Company is awaiting the completion of the due diligence. For the year ended December 31, 2024 the total amount of the possible exposure is R$875.5 million (R$827.2 million as of December 31, 2023). d. Tax assessment – IRPJ/CSLL: On October 5, 2020, the Company was notified of a Tax Assessment issued by the Brazilian Internal Revenue Service (“RFB”) claiming the payment of IRPJ and CSLL credits, resulting from the remeasurement of the profit of its subsidiary Suzano Trading Ltd for the years ended December 31, 2014, 2015, and 2016. In addition to the Company, the statutory executive officers of Suzano Trading were also included as co- defendants. Risk of loss is considered as possible for the Company, as well as the officers, but with a higher chance of winning. Company presented the administrative defense and, currently, through Resolution No.104000033, the judgment was converted into a diligence and is currently awaiting the conclusion of the diligence. In the year ended December 31, 2024 the total amount of the possible exposure is R$609.5 million (R$563.7 million as of December 31, 2023). e. PIS/COFINS – Goods and Services – Period of 2009 to 2011: In December 2013, the Company was tax assessed by the RFB demanding the collection PIS and COFINS credits disallowed for allegedly not being linked to its operational activities. In the first instance, the objection filed by the Company was dismissed. A voluntary appeal was filed and it was partially upheld in April 2016. From this decision, the Company filed a special appeal, and certain divergences were admitted for consideration by the Superior Chamber of Tax Appeals (“CSRF”). The National Treasury also filed a special appeal with the CSRF. Currently, the partial settlement of the ruling is being discussed, and the special appeal is awaiting judgment by the CSRF. For the year ended December 31, 2024 the total amount of the possible exposure is R$201.2 million (R$190.9 million as of December 31, 2023). f. Tax Assessment – Taxation on a universal basis – Period of 2015: On November 3, 2020, the Company was notified of a Tax Assessment issued by the RFB under the accusation that it had failed to pay IRPJ and CSLL for the 2015 calendar year. The infraction was based on the lack of addition, in determining the real profit and the CSLL calculation base, of the profits earned by its foreign subsidiaries. Based on the legal advisors hired to present the defense, the Company classified the risk of loss as possible. The Company filed an administrative defense, which was partially upheld in the first instance. Following this decision, the Company filed a voluntary appeal on June 8, 2024, which was partially upheld on May 14, 2024, resulting in the cancellation of the majority of the tax assessment. For the remaining portion, the Company filed an appeal, which is currently awaiting judgment. For the year ended December 31, 2024 the total amount of exposure is R$4.8 million (R$176.9 million as of December 31, 2023). 86
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Table of Contents g. Tax incentive — Agency for the Development of the Northeastern Brazil (ADENE): In 2002, the Company applied for and was granted by the RFB the right to benefit from a reduction in the IRPJ and non-refundable additional taxes calculated on operating profit, for plants A and B (period from 2003 to 2013) and plant C (period from 2003 to 2012), all located in the Aracruz unit, under the condition of making new investments in its units located in the area covered by ADENE. In 2004, the Company received a notice from the extrajudicial administrator of the extinct Superintendency for the Development of the Northeast (“SUDENE”) informing it that the right to enjoy the benefit previously granted was deemed unfounded and would be revoked. In 2005, a tax assessment was issued demanding alleged amounts relating to the tax incentive enjoyed up to that point. After administrative discussions, the tax assessment was partially upheld, recognizing the Company’s right to benefit from the tax incentive until 2003. The Company's management, advised by its legal advisors, believes that the decision to cancel the referred tax benefits is incorrect and should not prevail, whether concerning the benefits already enjoyed or those not yet enjoyed until their respective final terms. Currently, the contingency is being discussed in the judicial sphere. The Company is awaiting the judgment of the appeal filed against the unfavorable decision. For the year ended December 31, 2024 the total amount of the possible exposure is R$150.9 million (R$143.9 million as of December 31, 2023). h. Offsetting – IRRF – Period 2000: The Company filed a process to offset IRRF credits for the year ended December 31, 2000, against debts owed to the RFB. In April 2008, the Brazilian Federal Revenue Service partially recognized the credit in favor of the Company. The Company filed a voluntary appeal with CARF against this decision and the judgment was converted into a due diligence process. The voluntary appeal is currently awaiting judgment. For the year ended December 31, 2024 the total amount of the possible exposure is R$125.5 million (R$120.9 million as of December 31, 2023). i. IRPJ /CSLL – Partial Approval – 1997 Period: The Company filed a process to offset credits arising from tax losses for the year 1997 against debts owed to the RFB. In March 2009, the tax authorities approved only R$83.0 million, resulting in a difference of R$51.0 million. The Company is still awaiting the conclusion of the analysis of the credits under administrative review following a favorable decision by CARF in August 2019, which upheld the voluntary appeal filed by the Company. For the remaining portion of the credit, the Company filed a lawsuit, which is currently awaiting judgment in the second instance of its appeal, filed after an unfavorable ruling. For the year ended December 31, 2024 the amount of the possible exposure is R$ 122.3 million (R$117.1 million as of December 31, 2023) j. Tax Assessment – IRPJ/CSLL: Administrative proceeding demanding the collection of IRPJ and CSLL for the 2015 calendar year. The alleged infractions include (i) transfer pricing; and (ii) non-deductible expenses. The Company filed a defense in January 2020, which was partially upheld. Following this decision, the Company filed a voluntary appeal, and the judgment was converted into a due diligence process. Currently, the Company is awaiting the beginning of the due diligence process. For the year ended December 31, 2024, the total amount of the possible exposure is R$112.2 million (R$106.5 million as of December 31, 2023). k. Tax Assessment – IRPJ and Negative Balance: This refers to a Decision Dispatch that partially approved the offsetting carried out by the Company, due to the use of credits from a Negative Balance, arising from withholding tax, calculated for the period from January 2016 to December 2016. The Company filed an administrative objection, which was fully upheld in its favor. For the year ended December 31, 2024, there is no estimated amount of exposure due to the favorable outcome (R$102.5 million as of December 31, 2023). l. IRPJ/CSLL - Partial Approval – 2000 Period: In 2024, the Company submitted a request to offset credits arising from the negative balance calculated in the year 2000 against debts owed to the RFB. The RFB fully disallowed the tax credit. After presenting the defense and the appropriate appeals, the process ended unfavorably for the Company at the administrative level. The Attorney General's Office of the National Treasury (“PGFN”) filed a tax execution to collect the amounts, at which time the Company filed the appropriate motions to stay the tax execution, which were partially upheld. The Company has filed an Appeal, which is awaiting judgment. For the year ended December 31, 2024, the estimated amount of exposure is R$101.7 million 87
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Table of Contents Labor Proceedings As of December 31, 2024, we were involved as defendant in 1,178 labor proceedings assessed as reasonably probable, which represents a contingency provision, net of judicial deposits, of R$262.3 million, duly provisioned in our audited consolidated financial statements. Additionally, we were involved in 1,135 labor proceedings assessed as reasonably possible, with a total amount under dispute of R$171.5 million. We are also involved in collective disputes filed by labor unions located in the states of Bahia, Espírito Santo, São Paulo, Maranhão and Mato Grosso do Sul. The labor proceedings filed against us involve common matters under dispute in other agroindustrial companies, such as overtime and termination payments, additional compensation for allegedly unsafe/unhealthy labor conditions, in addition to lawsuits filed by outsourced and third-party employees claiming that we are secondarily or jointly liable for compensation owed to them by their original employers. Civil, Land and Environmental Proceedings As of December 31, 2024, we were involved in 97 judicial civil and environmental proceedings assessed as reasonably probable, for which we have a provision of, R$328.8 million, net of judicial deposits. . In addition, we have other civil and environmental proceedings assessed as reasonably possible, representing a contingency of R$5,065.7 million. The civil judicial proceedings refer mainly to indemnification claims, real estate possession challenges, claims for the revision of contractual provisions, bankruptcy, reimbursement of funds claimed from landowners and land lawsuits. The environmental judicial proceedings involving us mainly relate to licensing issues and environmental impacts of our activities. We are also a party in administrative proceedings that discuss issues related to forestry operations and environmental licensing. Claims deemed material are outlined below. Environmental Matters We currently have two relevant class actions (ação civil pública) filed by the Federal Public Prosecution Office in thenorth and northeast regions of Brazil, which: (i) the first, challenge the jurisdiction of the state’s environmental agency, in favor ofBrazilian’s Federal Environmental Angecy - IBAMA jurisdiction, to grant environmental licenses and claiming compensation forthe impacts of our operation and (ii) the second, alleges the negative impacts of the operation in the Lower Parnaíba Region, at the State Maranhão, by Suzano, futhermore, the Federal Public Prosecution Office claims that the occupation of these areas hascaused socio-environmental impacts in the eastern Maranhão region. The risks involved in such proceedings include delays inour plantation schedule and the suspension of the activities carried out in our Maranhão unit until a new permit is issued and theimpacts are repaired.With regards to the first class action the superior court is still to rule on an appeal against the injunction granted against us, and to the second claim is still pending judgement by the trial judge, as this case is still currently in theinvestigative phase, with expert procedures underway. In December 2020, the Prosecutor's Office of the State of Bahia initiated a public civil action against us, questioning theapplicability of the concept of "Consolidated Rural Areas," established by Federal Law No. 12,651/2012, in areas within the MataAtlântica Biome. The case is still in its initial stages, and a preliminary injunction was granted by the State Of Bahia Court OfAppeals (Tribunal de Justiça da Bahia) permitting the regular operation of our areas, while the merit discussion over the recognition of the Regulatory Decree for the Atlantic Forest biome as still pending. The Court requested in-depth technical studiesfrom the Bahia Environmental Institute (INEMA) to identify possible Consolidated Rural Areas in the region. This decision issubject to appeal by both us and INEMA. The municipality of Nova Viçosa, located in the state of Bahia, filed a Public Civil Action against us, claiming collective damages due to alleged consequences of our dredging operations in a navigation channel in the Municipality of Caravelas, operated by us until 2021. Although these operations were conducted in accordance with environmental permits issued by INEMA and the Brazilian Federal Environmental Agency (IBAMA), the municipality alleges that the dredging caused impacts on fishing and aesthetic elements. 88
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Table of Contents The motion by the municipality was mostly denied due to the lack of legal and factual requirements for an injunction, except for a partial grant obliging us to hire an audit to attest to the robustness of our corporate governance. We appealed to the State Court, which ruled against us in a decision that was contradictory and unclear. We filed a motion for clarification to reverse the decision, which is pending judgment. However, if the unfavorable ruling is upheld, the granted injunction presents little to no risk to us. Additionally, 50 individuals filed lawsuits against us, claiming individual damages due to alleged consequences of the dredging operations. All motions for preliminary injunctions by these individuals were rejected by the Judge and upheld by the State Court of Appeals. In August 2023 and 2024, the Company was involved in two lawsuits filed by the Federal Prosecutor's Office withpractically identical objectives seeking the suspension and subsequent revocation of our licenses and authorizations related toactivities allegedly impacting traditional communities in southern Bahia. We contend that this action lacks merit. The areas in question have been operated by us and our predecessors since the 1980s, with all operations authorized through environmental licenses. There are no demarcated traditional territories in the direct influence area of our activities in southern Bahia, and we do not operate in demarcated indigenous territories. In both lawsuits, the injunctions requested by the plaintiff were rejected by both the Judge, and State of Bahia Court of Appeals, who found the alleged facts and claims more likely to be unsubstantiated than truthful, and due to the absence of risk to justify an urgent order. We restate our compliance with the rights of native and traditional peoples, in line with our guidelines for relations with this public, and maintain a series of social and environmental programs within our environmental license procedures that benefit indigenous and traditional peoples in our area of influence. Civil Matters There are tree class actions (ação civil pública) filed by the Federal Public Prosecution Office claiming (i) a preliminary injunction to prohibit Company’s trucks from transporting wood in federal highways above legal weight restrictions, (ii) theincrease in fines and penalties for overweight in cargo, (iii) the compensation for damages caused to federal highways, to theenvironment and the economic order, and, also (iv) moral damages. Only one of such claims was ruled against the Company,while the remaining cases were decided in favor. Appeals have been filed against these Lower Court decisions. These Appeals are currently suspended by a decision rendered, in 2021, by the Superior Court of Justice (STJ) regarding the same matter. InDecember 2024, the case was ruled by STJ declaring the possibility to be applied cumulative fines, inhibitory measures and,also, civil liability for damages caused by the carriers. As the STJ has not indicated any criteria for these fines neither indemnification, the amount (fines and indemnification) of a court ruling is still uncertain and will depend on a loss and damageassessment process. In 2015, the Company filed a civil lawsuit against a competitor who improperly and without authorization used a variety of eucalyptus protected by Fibria's intellectual property rights (cultivar - VT02). The district court (Lower Court) granted an injunction prohibiting the cultivation and use of the biological asset by the competitor (injunction still in force) and also ordered the counterparty to pay compensation for material damages to be determined and calculated in a further judicial phase. The parties filed appeals to the State Court of Appeals (TJMS), which reversed the prior judgment denying our claims. The Company has filed a Motion to Clarify and is awaiting its judgment. In parallel, the defendant filed an lawsuit to annul the cultivar VT02 registration. Currently pending are: (a) the final judgment of the appeals and motion to clarify; (b) the conclusion of the calculation phase; and (c) the judgment of the lawsuit to annul the cultivar VT02 registration is pending 89
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Table of Contents Land Issues In 2013 and 2015 the Company was subpoenaed for 02 (two) class actions (ação civil pública) filed by the Federal Public Prosecutor’s Office regarding real estate properties acquired by the Company in the northern part of the State of Espírito Santo. The Federal Prosecutor requested (a) the annulment of the deeds and public registrations, (b) compensation for moral damages supposedly caused by the Company and (c) the suspension of financing for Company´s operations and transactions in the municipalities of São Mateus and Conceição da Barra, both located in the state of Espírito Santo. A preliminary injunction was granted by the Lower Judged to block approximately (i) 6,000 hectares of Company´s assets in the 2013 public civil claim and (ii) approximately 5,601 hectares of Company´s properties located in the cities of São Mateus and Conceição da Barra and suspend any financing provided by BNDES for Company´s production or planting of eucalyptus pulp on the areas involved in such public civil claim. In October 2021, the Federal Judge declared the nullity of disputed land titles and determined the return of these areas and respective properties rights to the State’s title. The Company has filed the appropriate appeals against the terms of such decisions before the Federal Court of Appeals, which are still pending judgment. Since October 2006 until now, the Brazilian Institute for Land Reform – INCRA, published a public notice informing that the reports issued by commissions created by INCRA concluded that approximately 43,000 hectares of land located in the northern state of Espírito Santo and the southern state of Bahia would have signs of traditionality that could lead to a possible titling of lands in favor of certain “Quilombola´s communities”. From that total area, approximately 31,300 hectares could correspond to areas (lands) owned by the Company. There are Administrative Proceedings led by INCRA, that are still pending some procedural steps that could be contradicted by the Company, to identify and delimit areas and traditional territory. There is only one Administrative Proceedings concluded to date according to a Technical Report for Identification and Delimitation (RTID) prepared by INCRA. Such RTID indicates the delimitation of 3,507.4012 hectares in favor of the Community of Linharinho. As it was identified several irregularities in the mentioned RTID, Suzano filed an annulment action to nullify the administrative proceeding and the RTID. Dividends General The Brazilian Corporation Law and our bylaws require that we distribute annually to our shareholders a mandatory minimum dividend, which we refer to as the mandatory dividend, equal to at least 25% of our net income after taxes, after certain deductions, including accumulated losses and any amounts allocated to employee and management participation, any amount allocated to our legal reserve, and any amount allocated to the contingency reserve and any amount written off in respect of the contingency reserve accumulated in previous fiscal years, in each case in accordance with Brazilian law. In accordance with article 26 of our bylaws, the minimum mandatory dividend corresponds to the lower of: (i) 25% of the adjusted annual net profits, adjusted according with the Brazilian Corporate Law, and (ii) 10% of the Operating Cash Flow Generation in the relevant fiscal year. The Operating Cash Flow Generation (GCO) is calculated using the following formula: GCO = Adjusted EBITDA – Maintenance Capex, where “GCO” means the consolidated Generation of Operational Cash of the Fiscal Year, expressed in national currency, “EBITDA” means our net profit of the fiscal year expressed in national currency, before the income tax and social contribution on net income, financial income and expenses, depreciation, amortization and depletion. “Adjusted EBITDA” means the EBITDA excluding items not recurrent and/or not cash and gains (losses) arising from changes in fair value of sale of the biological assets. 90
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Table of Contents Dividends must be distributed within 60 days from the date of its declaration, unless a shareholders’ resolution determines another date, not later than the end of the fiscal year in which such dividend was declared. The Brazilian Corporation Law permits, however, a company to suspend the mandatory distribution of dividends if its board of directors reports to the shareholders’ meeting that the distribution would be incompatible with the financial condition of the company, subject to approval by the shareholders’ meeting and review by the fiscal council. Net income not distributed due to the suspension mentioned here must be attributed to a special reserve and, if not absorbed by subsequent losses, must be paid as dividends as soon as the financial situation of the company permits. The amounts available for distribution are determined on the basis of financial statements prepared in accordance with the requirements of the Brazilian Corporation Law. In addition, amounts arising from tax incentive benefits or rebates are appropriated to a separate capital reserve in accordance with the Brazilian Corporation Law. This investment incentive reserve is not normally available for distribution, although it can be used to absorb losses under certain circumstances or be capitalized. Amounts appropriated to this reserve are not available for distribution as dividends. The Brazilian Corporation Law permits a company to pay interim dividends out of preexisting and accumulated profits for the preceding fiscal year or semester, based on financial statements approved by its shareholders. We may prepare financial statements semiannually or for shorter periods. Our board of directors may declare a distribution of dividends based on the profits reported in semiannual financial statements. Our board of directors may also declare a distribution of interim dividends based on profits previously accumulated or in profits reserve, which are reported in such financial statements or in the last annual financial statement approved by resolution taken at a shareholders’ meeting. In general, shareholders who are not Brazilian residents must register their equity investment with the Central Bank of Brazil to have dividends, sales proceeds or other amounts with respect to their shares eligible to be remitted outside of Brazil. The common shares underlying the ADSs are held in Brazil by Banco Itaú S.A., also known as the custodian, as agent for the depositary, which is the registered owner on the records of the registrar for our shares. Payments of cash dividends and distributions, if any, are made in reais to the custodian on behalf of the depositary, which then converts such proceeds into U.S. Dollars and causes such U.S. Dollars to be delivered to the depositary for distribution to holders of ADSs. In the event that the custodian is unable to convert immediately the foreign currency received as dividends into U.S. Dollars, the amount of U.S. Dollars payable to holders of ADSs may be adversely affected by devaluations of the Brazilian currency that occur before the dividends are converted. Under the Brazilian Corporation Law, dividends paid to persons who are not Brazilian residents, including holders of ADSs, will not be subject to Brazilian withholding tax. Payment of dividends In the year ended December 31, 2024, no dividends were distributed, due to the loss reported in the year. On December 4, 2024, our Board of Directors approved the distribution of interest on equity in the total gross amount of R$2,500.0 million at the rate of R$2.017362506 per share, considering the number of shares “ex-treasury” as of the current date, as remuneration based on net income shown in the Company's quarterly balance sheet dated September 30, 2024. Interest on own capital was subject to a withholding income tax of 15%, except for shareholders who are proven to be exempt, in accordance with legislation in force. Income tax was withheld and paid in December 16, 2024. 91
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Table of Contents For the year 2023, on December 1, 2023, our Board of Directors approved the distribution of interest on equity in the total gross amount of R$1,500.0 million at the rate of R$1.163375077 per share, considering the number of "ex-treasury" shares at the date of the distribution, as remuneration based on the profit shown in the balance sheet dated September 30, 2023. Interest on own capital was subject to a withholding income tax of 15%, except for shareholders who are proven to be exempt, in accordance with legislation in force. Income tax in the amount of R$190.1 million was withheld and paid in December 2023. The interest on own capital declared was attributed to the minimum mandatory dividend for the 2023, in accordance with the approval at the Annual General Meeting held in April 25, 2024 and with statutory and legal provisions. Payment of such proceeds was made in January 2024. For the year 2022, on December 1, 2022, our Board of Directors approved the distribution of interim dividends in the total amount of R$2,350.0 million at the rate of R$1.794780909 per share, considering the number of "ex-treasury" shares on the present date, declared to the balance of retained earnings ascertained in the balance sheet dated September 30, 2022. Interim dividends were distributed "ad referendum" of the Annual General Meeting that approves the accounts for the fiscal year ended December 31, 2022, pursuant to Brazilian Corporations Law and our bylaws. The early payment of dividends related to 2022, in the amount of R$2,350.0 million, was imputed to the mandatory minimum dividends determined at the end of the 2022, in accordance with the approval at the Annual General Meeting held in April 27, 2023 and with statutory and legal provisions. Payment of interim dividends was made in December 2022. For the year 2021, on April 25, 2022, our shareholders in the Annual Ordinary and Extraordinary Shareholder's meeting approved the distribution of dividends in the total amount of R$1,800.0 million, related to: a) R$1,000.0 million as anticipated dividends to the net income account for the year, as approved by our board of directors on January 7, 2022, and R$90.0 thousand due to variations in stock ownership verified in January 2022; and b) R$799.9 million declared at the Annual and Extraordinary Shareholder's meetings held on April 25, 2022, paid in May 2022. In accordance with the Brazilian Corporation Law and our bylaws, our shareholders approved that there would be no distribution of dividends for the fiscal year of 2020, given that there was no net profit for such year. B. Significant Changes See note 1 to our audited consolidated financial statements, included in this Annual Report, to see our significant changes on period. Other Significant Changes No other significant changes or events have occurred after the close of the balance sheet at December 31, 2024. ITEM 9. THE OFFER AND LISTING A. Offer and Listing Details Our ADSs are listed on the New York Stock Exchange under the trading symbol “SUZ.” Our common shares trade on the São Paulo Stock Exchange under the symbol “SUZB3.” On December 31, 2024, we had approximately 82,870 shareholders of record at the B3. B. Plan of Distribution Not applicable. C. Markets 92
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Table of Contents Trading on the São Paulo Stock Exchange Settlement of transactions conducted on the B3 becomes effective two business days after the trade date. Delivery of, and payment for, shares is made through the facilities of separate clearinghouses for each exchange, which maintain accounts for member brokerage firms. The seller is ordinarily required to deliver the shares to the clearinghouse on the second business day following the trade date. The clearinghouse for the B3 is Companhia Brasileira de Liquidação e Custódia, or CBLC. In order to better control volatility, the B3 has adopted a “circuit breaker” system pursuant to which trading sessions may be suspended for a period of 30 minutes or one hour whenever the indices of these stock exchanges fall below the limits of 10% and 15%, respectively, in relation to the index registered in the previous trading session. The B3 is less liquid than the New York Stock Exchange or other major exchanges in the world. At December 31, 2024, the aggregate market capitalization of the 84 companies listed on the São Paulo Stock Exchange Index (Ibovespa) was equivalent to approximately US$614 billion. Although any of the outstanding shares of a listed company may trade on a Brazilian stock exchange, in most cases fewer than half of the listed shares are actually available for trading by the public, the remainder being held by small groups of controlling persons, governmental entities or one principal shareholder. Trading on the B3 by non-residents of Brazil is subject to certain limitations under Brazilian foreign investment and tax legislation. See “Item 10.D — Exchange Controls.” and “Item 10.E — Taxation”. B3 Corporate Governance Standards The B3 has three listing segments: • Level 1; • Level 2; and • Novo Mercado These listing segments have been designed for the trading of shares issued by companies that voluntarily undertake to abide by corporate governance practices and disclosure requirements in addition to those already required under the Brazilian Corporation Law. The inclusion of a company in any of these listing segments requires adherence to a series of corporate governance rules. These rules are designed to increase shareholders’ rights and enhance the quality of information provided by Brazilian corporations. In 2004, we listed our shares on the Level 1 segment of the BM&FBOVESPA (former name of the B3), thus guaranteeing transparency in our operations and accountability to our shareholders. In September 2017, we approved the admission of our shares for trading on the listing segment called Novo Mercado of B3, followed by the conversion of the preferred shares issued by us into common shares at the ratio of one preferred share, class “A” or class “B”, for one common share. In addition, we also approved the restatement of our bylaws to adapt them to Novo Mercado listing rules and a change of our methodology to calculate mandatory dividends, also reflecting best corporate governance practices. We concluded the migration to Novo Mercado segment of B3 in November 2017. As a result, in addition to the disclosure obligations imposed by the Brazilian Corporation Law and the CVM, we also must comply with the following additional disclosure requirements set forth by the Novo Mercado listing rules: • no later than six months following our listing on the Novo Mercado, we must disclose financial statements and consolidated financial statements at the end of each quarter (except the last quarter of the year) and at the end of each fiscal year, including a statement of cash flows which must indicate, at a minimum, the changes in our cash and cash equivalents, divided into operating, financing and investing activities; 93
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Table of Contents • from the date on which we release our financial statements relating to the second fiscal year following our listing on the Novo Mercado we must, no later than four months after the end of the fiscal year: (i) prepare our annual financial statements and consolidated financial statements, if applicable, in accordance with U.S. GAAP or IFRS Accounting Standards, in reais or U.S. dollars, in the English language, together with • management reports, (b) notes to the financial statements, including information on net income and shareholders’ equity calculated at the end of such fiscal year in accordance with Brazilian GAAP, as well as management proposals for allocation of net income, and (c) our independent auditors’ report; or (ii) disclose, in the English language, complete financial statements, management reports and notes to the financial statements, prepared in accordance with the Brazilian Corporation Law, accompanied by (a) an additional note regarding the reconciliation of year-end net income and shareholders’ equity calculated in accordance with Brazilian GAAP to U.S. GAAP or IFRS Accounting Standards, as the case may be, which must include the main differences between the accounting principles used, and (b) the independent auditors’ report; and • from the date on which we release our first financial statement prepared as provided above, no more than 15 days following the term established by law for the publication of quarterly financial information, we must: (i) disclose, in its entirety, our quarterly financial information translated into the English language or (ii) disclose our financial statements and consolidated financial statements in accordance with Brazilian GAAP, U.S. GAAP or IFRS Accounting Standards as provided above, accompanied by the independent auditors’ report. No later than six months following the listing of our common shares on the Novo Mercado, we must disclose the following information together with our ITR: • our consolidated balance sheet, consolidated income statement and a discussion and analysis of our consolidated performance, if we are obliged to disclose consolidated financial statements at year-end; • any direct or indirect ownership interest exceeding 5.0% of our capital stock, considering any ultimate individual beneficial owner; • the number and characteristics, on a consolidated basis, of our common shares held directly or indirectly by any controlling shareholders, members of our board of directors, board of executive officers and fiscal committee; • changes in the numbers of our common shares held by any controlling shareholders, members of our board of directors, board of executive officers and fiscal committee in the immediately preceding 12 months; • in an explanatory note, our statement of cash flows and consolidated statement of cash flows, which should indicate the cash flows changes in cash balance and cash equivalent, separated into operating, financing and investing activities; and • the number of free-float shares, and their percentage in relation to the total number of issued shares. The following information must also be included in our Brazilian annual report (Formulário de Referência) within seven business days of the occurrence of the following events, among others: • change in management or of an audit committee member; • change in capital stock; • issuance of new securities even if for private subscription; • change in the rights of the securities issued; • change in direct or indirect holdings by controlling shareholders or variations in their share positions equal to or greater than 5% of the same types or class of stocks of the issuer; 94
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Table of Contents • when any natural or legal person, or a group of persons representing the same interest, has a direct or indirect share that is equal to or higher than 5% of the same type or class of stocks of the issuer, provided that the issuer is aware of such change; • any change in the share position held by the persons mentioned in the two preceding items, in an amount greater than 5% of the same types or class of stocks of the issuer, provided that the issuer is aware of such change; • merger, merger of shares, or spin-off; • change in the projections or estimates or disclosure of new projections or estimates; • execution, amendment or termination of a shareholders’ agreement filed at the company’s headquarters or to which the controlling shareholder is party that provides for the exercise of voting rights or the control of the company; and • bankruptcy, judicial recovery, liquidation, or court approval of an extrajudicial recovery. All members of our board of directors, our board of executive officers and our fiscal council have signed a management compliance statement (Termo de Anuência dos Administradores) under which they take personal responsibility for compliance with the Novo Mercado listing agreement, the rules of the Market Arbitration Chamber and the regulations of the Novo Mercado. Additionally, pursuant to the Novo Mercado listing rules, we must, by December 10 of each year, publicly disclose and send to the B3 an annual calendar with a schedule of our corporate events. Any subsequent modification to such schedule must be immediately and publicly disclosed and sent to B3. Significant Differences between our Corporate Governance Practices and NYSE Corporate Governance Standards See “Item 16G. — Significant Differences between our Corporate Governance Practices and NYSE Corporate Governance Standards.” D. Selling Shareholders Not applicable. E. Dilution Not applicable. F. Expenses of the Issue Not applicable. ITEM 10. ADDITIONAL INFORMATION A. Share Capital As of April 25, 2025, our outstanding, fully paid-in share capital is R$19,269.3 million, comprised of 1,264,117,615 registered, book-entry common shares, with no par value. On August 9, 2024, our Board of Directors approved the the cancellation 40,000,000 common shares held in treasury at the time, without capital reduction and against the balances of the available profit reserves, excluding the balances of the reserves referred to in item I of paragraph 1 of Section 8 of CVM Resolution No. 77, of March 29, 2022. Therefore, the share capital of R$19,269.3 million comprised of 1,304,117,615 registered, book-entry common shares with no par value became R$19,269.3 million, comprised of 1,264,117,615 registered, book-entry common shares, with no par value. 95
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Table of Contents On April 25, 2024, our shareholders at Annual General Meeting approved a share capital increase in R$ 10,000.0 million, without issue of shares, upon the capitalization of part of the Capital Increase Reserve. Therefore, the share capital of R$9,269.3 million divided into 1,304,117,615 registered, book-entry common shares with no par value became R$19,269.3 million, comprised of 1,304,117,615 registered, book-entry common shares, with no par value. On January 26, 2024, our Board of Directors approved the the cancellation 20,000,000 common shares held in treasury at the time, without capital reduction and against the balances of the available profit reserves, excluding the balances of the reserves referred to in item I of paragraph 1 of Section 8 of CVM Resolution No. 77, of March 29, 2022. Therefore, the share capital of R$9,269.3 million comprised of 1,324,117,615 registered, book-entry common shares with no par value became R$9,269.3 million, comprised of 1,304,117,615 registered, book-entry common shares, with no par value. On February 2023 our Board of Directors approved the the cancellation 37,145,969 common shares held in treasury at the time, without capital reduction and against the balances of the available profit reserves, excluding the balances of the reserves referred to in item I of paragraph 1 of Section 8 of CVM Resolution No. 77, of March 29, 2022. Therefore, the share capital of R$9,269.3 million comprised of 1,361,263,584 registered, book-entry common shares with no par value became R$9,269.3 million, comprised of 1,324,117,615 registered, book-entry common shares, with no par value. B. Memorandum and Articles of Association Our bylaws, approved by our shareholders at the extraordinary general meeting held on September 30, 2024, are filed as Exhibit 1.1 to this annual report. This description does not purport to be complete and is qualified in its entirety by reference to our Bylaws, the Brazilian corporation law and the rules and regulations of the CVM and the Novo Mercado. Voting Rights Each common share entitles its holder to one vote at the matters of the shareholders’ meetings, in accordance with the Brazilian Corporation Law, our bylaws and the Novo Mercado listing rules. Shareholders’ Meetings According to Brazilian Corporation Law, shareholders must be previously notified through a notice published three times in Brazilian official gazettes in order for an annual or extraordinary shareholders’ meeting to be held. The notification must occur at least 21 days prior to the meeting scheduled date, pursuant to Brazilian Corporation Law. If the meeting so noticed is not held for any reason on first notice, a second notification must be published at least eight days before the second meeting date. On the first notice, meetings may be held only if shareholders holding at least one-fourth of voting shares are represented. Extraordinary meetings for the amendment of the bylaws may be held on the first notice only if shareholders holding at least two thirds of the voting capital are represented. On a second call, the meetings are held regardless of quorum. Pursuant to our bylaws and Brazilian Corporation Law, shareholders at our annual shareholders’ meeting, which is required to be held within the first four months following the end of the fiscal year, will convene to: (i) take the management accounts; examine, discuss and vote on the financial statements; (ii) decide on the uses to which the net income of the fiscal year should be put and on the distribution of dividends; and (iii) elect the members of the Fiscal Council, if established, and, when applicable, the members of the board of directors. 96
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Table of Contents An Extraordinary Shareholders’ Meeting shall be convened whenever the Company interests so require, and to resolve on following matters pursuant to the Brazilian Corporation Law: (i) amend our bylaws; (ii) elect or dismiss members of the board of directors (Conselho de Administração), at any time; (iii) install our fiscal council and elect and dismiss its members, if such body was not installed in the annual shareholders’ meeting; (iv) authorize the issuance of debentures; (v) suspend the rights of a shareholder in the event such shareholder does not comply with obligations imposed by law or our bylaws; (vi) accept or reject the valuation of assets contributed by a shareholder in consideration for issuance of capital stock; ; (vii) pass resolutions to reorganize our legal form, to merge, consolidate or split us, to dissolve and liquidate us, to elect and dismiss our liquidators and to examine their accounts; and; (viii) waiver of the requirement to hold a public offering for the acquisition of shares as a condition for delisting from Novo Mercado; (ix) authorize management to declare us insolvent and to request a judicial recovery (recuperação judicial, a procedure involving protection from creditors available under Brazilian law); (x) resolve on the execution of transactions with related parties or the sale or the contribution, to another company, if the transaction value represents more than 50% of the company´s total assets, according to the previous financial statement approved by the shareholders; (vi) any matter submitted by the board of directors. In accordance with our bylaws, a shareholders’ meeting must be convened with a minimum notice period of 60 days if the agenda includes (i) the cancellation of the company's registration as a publicly held company, or (ii) any amendment or removal of Article 30, which pertains to the tender offer in case of acquisition of relevant interest. Dividends The Brazilian Corporation Law and our bylaws require that we distribute annually to our shareholders a mandatory minimum dividend, which we refer to as the mandatory dividend, after certain deductions, including accumulated losses and any amounts allocated to employee and management participation, any amount allocated to our legal reserve, and any amount allocated to the contingency reserve and any amount written off in respect of the contingency reserve accumulated in previous fiscal years, in each case in accordance with Brazilian law. In accordance with article 26 of our bylaws, the minimum mandatory dividend corresponds to the lower of: (i) 25% of the adjusted net profits, and (ii) 10% of the Operating Cash Flow Generation in the relevant fiscal year. The Operating Cash Flow Generation (GCO) is calculated using the following formula: GCO = Adjusted EBITDA – Maintenance Capex, where “EBITDA” means the net profit of the fiscal year of the Company expressed in national currency, before the income tax and social contribution on net income, financial income and expenses, depreciation, amortization and depletion. “Adjusted EBITDA” means EBITDA excluding items not recurrent and/or not cash and gains (losses) arising from changes in fair value of sale of the biological assets. “Maintenance Capex” means the amount, expressed in national currency, of the investments in maintenance executed in the fiscal year. Acquisition of a Relevant Interest Any person, including, without limitation, any natural or legal person, investment fund, condominium, securities portfolio, universality of rights, or other form of organization, resident, domiciled or headquartered in Brazil or abroad solely or jointly with another bound person(s) (person or group of persons bound by a voting agreement or similar agreement, or acting jointly representing the same interests), shareholder(s) or not of the Company, which subscribes, acquires or, in any other form, including, without limitation, by means of exchange, conversion, corporate reorganization (including, but not limiting to the merger of the Company and/or of its shares or the merger by the Company of other company or the shares thereof), or even upon acquisition of preemptive rights and/or subscription of shares or other securities issued by the Company convertible into shares or which give the right to its subscription or purchase of shares of the Company, becomes holder, directly or indirectly, in Brazil or offshore, of any percentage equal to or greater than 20% of the total shares issued by the Company shall, within the maximum term of 30 days counting from the date of the event which results in the ownership of the relevant interest, launch or, in the case of a registered tender offer in the terms of CVM Resolution 85/22, file a registry request before CVM of, a tender offer for the acquisition of the totality of the shares issued by the Company, which shall be liquidated in the maximum term of (a) 48 days counting from the launch of the offer not subject to registration, and (b) 180 days counting from the date of registry filing, in the case of an offer subject to registration, in the terms of the law and applicable legislation, except for certain delays which do not arise from any act or omission of the offeror. 97
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Table of Contents Disclosure of Significant Interest CVM rules provides that all shareholders or groups of shareholders will be required to disclose, through notice to us and to the stock exchanges on which our securities are traded, the negotiation of securities that results in the shareholder surpassing or decreasing the thresholds of 5%, 10%, 15%, and so on, of participation in a certain class or type of share representative of a company’s capital stock. Pursuant to our bylaws, any person who holds Outstanding Shares in an amount greater than five percent (5%) of the total shares issued by us, and that wishes to carry out a new acquisition of shares issued by us (“New Acquisition”), shall be obliged, prior to each New Acquisition, to communicate in writing to our Investor Relations Officer, at least three (3) business days prior to the date of the New Acquisition: (i) the number of Outstanding Shares that it intends to acquire; (ii) the intention to acquire; (iii) if it has an interest to appoint a member to the board of directors or to the Audit Committee; (iv) the source of the resources that will be used for such acquisition; and (v) the strategic plans related to its investment in the Company. By “Outstanding Shares” we mean all shares issued by us, except those (i) owned, directly or indirectly, by the controlling shareholder or persons related thereto; (ii) in the Company’s treasury; (iii) held by a company controlled by us; and (iv) directly or indirectly held by our directors, officer or other members of our management. In the event that the person does not comply with such obligations, the provisions regarding the tender offer for the acquisition of the totality of the shares shall be observed. Sale of Control In the event of a direct or indirect sale of our shareholding control, through a single or series of transactions, the acquirer must conduct a public tender offer for all shares held by the remaining shareholders in order to ensure equal treatment of all shareholders (tag-along right). The tender offer is subject to applicable laws and regulations, our bylaws and the Novo Mercado lisitng rules. Delisting from the Novo Mercado According to the Novo Mercado listing rules the withdrawal from the Novo Mercado may be: (i) voluntary; or (ii) mandatory, as a result of the violation of any the rules of the Novo Mercado or the deregistration as publicly-held company. The withdrawal, however, shall only occur after the launching of a public tender offer for our outstanding shares, which shall (i) follow, as applicable, the CVM regulation that rules that the mandatory tender offer for the deregistration as publicly held company (including the above mentioned possibility to request a second valuation report); and (ii) be launched at a fair price, as appointed in the appraisal report issued by a specialized institution with proven experience for the purposes of the tender offer; and (iii) be approved by at least one third (1/3) of the shareholders representing the free float that participate in the tender offer auction (whether by selling its shares or expressly agreeing with the withdrawal from the Novo Mercado). The obligation to launch such public tender offer, however, may be waived by the majority of the shareholders representing our free float present at the shareholders’ meeting convened to resolve on that matter. Such shareholders’ meeting may be held on first call with the attendance of shareholders representing two thirds (2/3) of the free float or, on second call, with the attendance of any number of shareholders representing the free float. The withdrawal from the Novo Mercado does not necessarily result in our deregistration as a publicly-held company on the B3. If we participate in a corporate reorganization involving the transfer of our shareholders’ base to a company that is not listed in the Novo Mercado, such resulting company or companies must apply for listing on Novo Mercado within 120 days from the date of the general shareholders meeting that approved the reorganization, unless the majority of the shareholders representing our free float present at such shareholders’ meeting agrees with the non-listing of the resulting company. 98
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Table of Contents Pursuant to the new rules of the Novo Mercado, the voluntary withdrawal shall be preceded by a public tender offer at fair market value. For the withdrawal to move forward, shareholders representing more than one third (1/3) of the outstanding shares shall need to accept the tender offer or expressly agree to delist without selling the shares. According to the rules of the Novo Mercado, in the event of a transfer of our shareholding control within 12 months following our delisting from the Novo Mercado, the selling controlling shareholder(s) and the acquirer must offer to acquire the remaining shares for the same price and terms offered to the selling controlling shareholders, duly updated, or pay the difference, if any, between the tender offer price accepted by the former shareholders, duly updated, and the price obtained by the controlling shareholder in selling its shares. Delisting as Publicly-Held Company Our delisting as publicly-held company shall be conditioned to: (i) the launching of a public tender offer for the acquisition of all of our outstanding shares in accordance with the provisions of Brazilian Corporation Law, the CVM rules and regulations, by us, our controlling shareholders or a group of controlling shareholders and (ii) the acceptance of at least two thirds (2/3) of the shareholders representing the free float that show up at the tender offer auction (whether by selling its shares or expressly agreeing with the delisting), in which case we would become a privately-held company. The price offered for such outstanding shares must at least correspond to the fair value of such shares as set forth in the respective appraisal report issued by a specialized institution with proven experience hired by the offeror for the purposes of the tender offer. Shareholders holding at least ten percent of the free float of our shares may require our management to call a special shareholders’ meeting to determine whether to perform another valuation using the same or a different valuation method. This request must be made within 15 days following the disclosure of the price to be paid for the shares in the public tender offer. If the new valuation price is equal to or lower than the original valuation price, the shareholders making such request as well as those who vote in its favor must reimburse the Company for any costs incurred in preparing the new appraisal report. If the new valuation price is higher than the original valuation price, the offeror shall then decide whether to proceed with the public tender offer observing the new price or withdraw the tender offer, in which case the Company will continue to be registered as a publicly- held company. Preemptive Rights Each of our shareholders has a general preemptive right to subscribe for shares or convertible securities in any capital increase, in proportion to its shareholding, except (i) in case of sale on a stock exchange or by public subscription, (ii) pursuant to an exchange for shares in a public offer for the acquisition of control, in accordance with the Brazilian Corporate Law, (iii) for subscription of shares in accordance with the special law for tax incentives, (iv) conversion of debentures and other securities into shares, since, in these cases, the preemptive right must be exercised when the security is issued, (v) in the event of the grant and exercise of any stock option to acquire or subscribe for shares of our capital stock; and (vi) in the context of a capital increase derived from merger, merger of shares and/or spin-off implemented according to Brazilian Corporation Law. A minimum period of 30 days following the publication of notice of the issuance of shares or convertible securities is allowed for exercise of the right, and the right is negotiable. However, according to our bylaws, our board of Directors can eliminate this preemptive right or reduce the 30-day period in case we issue debentures that are convertible into shares, warrants (bônus de subscrição) or shares within the limits authorized by the bylaws and the Brazilian Corporate Law: (i) through a stock exchange or through a public offering or (ii) through an exchange of shares in a public offering to acquire control of another publicly-held company. You may not be able to exercise the preemptive rights relating to the common shares underlying your ADSs unless a registration statement under the Securities Act is effective with respect to the shares to which the rights relate or an exemption from the registration requirements of the Securities Act is available and our ADS depositary determines to make the rights available to you. See “Item 3. Key Information — Risk Factors —Holders of ADSs may be unable to exercise the preemptive rights relating to our shares underlying the ADSs.” 99
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Table of Contents Right of Withdrawal The Brazilian Corporation Law provides that, under certain circumstances, a shareholder has the right to withdraw its equity interest from the company and to receive payment for the portion of shareholders’ equity attributable to its equity interest. Withdrawal rights may be exercised by dissenting or non-voting shareholders, if a vote of at least 50% of voting shares authorizes us: • to establish new shares or to disproportionately increase an existing class of preferred shares relative to the other classes of shares, unless such action is provided for or authorized by the bylaws; • to modify a preference, privilege or condition of redemption or amortization conferred on one or more classes of preferred shares, or to create a new class with greater privileges than the existing classes of preferred shares; • to reduce the mandatory distribution of dividends; • to merge with another company (including if we are merged into one of our controlling companies) or to consolidate, except as described in the fourth paragraph following this list; • to approve our participation in a centralized group of companies, as defined under the Brazilian Corporation Law, and subject to the conditions set forth therein, except as described in the fourth paragraph following this list; • to change our corporate purpose; • to terminate a state of liquidation of the corporation; • to dissolve the corporation; • to transfer all of our shares to another company or in order to make us a wholly owned subsidiary of such company, known as a merger of shares (incorporação de ações), except as described in the fourth paragraph following this list; • to approve the acquisition of control of another company at a price which exceeds certain limits set forth in the Brazilian Corporation Law, except as described in the fourth paragraph following this list; or • to conduct a spin-off that results in (a) a change of our corporate purposes, except if the assets and liabilities of the spin-off company are contributed to a company that is engaged in substantially the same activities, (b) a reduction in the mandatory dividend or (c) any participation in a centralized group of companies, as defined under the Brazilian Corporation Law. In addition, in the event that the entity resulting from incorporação de ações, or a merger of shares, a consolidation or a spin-off of a listed company fails to become a listed company within 120 days of the shareholders’ meeting at which such decision was taken, the dissenting or non-voting shareholders may also exercise their withdrawal rights. Only holders of shares adversely affected by the changes mentioned in the first and second items above may withdraw their shares. The right of withdrawal lapses 30 days after publication of the minutes of the relevant shareholders’ meeting. In the first two cases mentioned above, however, the resolution is subject to confirmation by the preferred shareholders, which must be obtained at a special meeting held within one year. In those cases, the 30-day term is counted from the date the minutes of the special meeting are published. We would be entitled to reconsider any action giving rise to withdrawal rights within ten days following the expiration of such rights if the withdrawal of shares of dissenting shareholders would jeopardize our financial stability. The Brazilian Corporation Law allows companies to redeem their shares at their economic value, subject to certain requirements. Since our bylaws currently do not provide that our shares be subject to withdrawal at their economic value, our shares would be subject to withdrawal at their book value, determined on the basis of the last balance sheet approved by the shareholders. If the shareholders’ meeting giving rise to withdrawal rights occurs more than 60 days after the date of the last approved balance sheet, a shareholder may demand that its shares be valued on the basis of a new balance sheet that is of a date within 60 days of such shareholders’ meeting. 100
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Table of Contents Pursuant to the Brazilian Corporation Law, in events of consolidation, merger, incorporação de ações, participation in a group of companies, and acquisition of control of another company, the right to withdraw does not apply if the shares meet certain tests relating to liquidity and dispersal of the type or class of shares on the market. In such cases, shareholders will not be entitled to withdraw their shares if the shares are a component of a general securities index in Brazil or abroad admitted to trading on the securities markets, as defined by the CVM, and the shares held by persons unaffiliated with the controlling shareholder represent more than half of the outstanding shares of the relevant type or class. Arbitration We, our shareholders, managers and members of the Audit Committee, whether sitting or alternate members, if any, undertake to resolve, through arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), pursuant to its regulations, any controversies that may arise between them, relating to or arising from their respective condition as an issuer, shareholder, administrator and/or member of the Audit Committee, in particular, of the provisions contained in Law No. 6,385/76, the Brazilian Corporations Law, our bylaws, in the rules issued by the National Monetary Council, by the Central Bank of Brazil and by the Brazilian Securities and Exchanges Commission (CVM), as well as in the other rules applicable to the operation of the capital markets in general, in addition to those contained in the Novo Mercado listing rules, the other regulations of B3 and the Novo Mercado Listing Agreement. C. Material Contracts Financing Agreements For a description of the main agreements comprising our short and long-term indebtedness as of December 31, 2023, see “Item 5.B - Liquidity and Capital Resources—Indebtedness.” D. Exchange Controls There are no restrictions on ownership of our common shares by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of common shares into foreign currency and to remit such amounts outside Brazil is subject to exchange control restrictions and foreign investment legislation, which generally require, among other things, obtaining an electronic registration with the Central Bank of Brazil. Under Resolution No. 4,373/2014, foreign investors may invest in almost all financial assets and engage in almost all transactions available in the Brazilian financial and capital markets, provided that some requirements are fulfilled. In accordance with Resolution No. 4,373/2014, the definition of foreign investor includes individuals, legal entities, mutual funds and other collective investment entities that are domiciled or headquartered abroad. Investors under Resolution No. 4,373/2014, from no favorable tax regime countries, who are not a Tax Haven Holder that does not impose income tax or in which the maximum income tax rate is lower than 20%, are entitled to favorable tax treatment. See “Item 10.E - Taxation—Material Brazilian Tax Considerations.” Resolution No. 1,927 provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers. An application was filed to have the ADSs approved by the Central Bank of Brazil and the CVM under Annex V, and we received final approval before the ADSs Offering. 101
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Table of Contents An electronic registration, which replaced the amended Certificate of Registration, was issued in the name of the depositary with respect to the ADSs and is maintained by the Custodian on behalf of the Depositary. This electronic registration was carried on through the SISBACEN. Pursuant to the electronic registration, the Custodian and the Depositary are able to convert dividends and other distributions with respect to the common shares represented by the ADSs into foreign currency and remit the proceeds outside Brazil. In the event that a holder of ADSs exchanges the ADSs for common shares, the holder will be entitled to continue to rely on the Depositary’s electronic registration for only five business days after the exchange. Thereafter, a holder must seek to obtain its own electronic registration. Unless the common shares are held pursuant to Resolution No. 4,373/2014 by a duly registered investor or a holder of common shares, who applies for and obtains a new electronic registration, that holder may not be able to obtain and remit abroad U.S. Dollars or other foreign currencies upon the disposition of the common shares, or distributions with respect thereto. In addition, if the foreign investor resides in a no favorable tax regime country or is not an investor registered pursuant to Resolution No. 4,373/2014, the investor will also be subject to less favorable tax treatment. E. Taxation Brazilian Tax Considerations The following discussion contains a description of the material Brazilian income tax consequences of the purchase, ownership and disposition of shares or ADSs by a holder which is non-resident or not domiciled in Brazil for Brazilian tax purposes (Non-Brazilian Holder). It does not purport to be a comprehensive description of all Brazilian tax considerations that may be applicable to any particular Non-Brazilian Holder. This summary is based upon tax laws of Brazil and administrative and judicial decisions as in effect on the date of this annual report, which are subject to changes (possibly with retroactive effect) and to differing interpretations. You should consult your own tax advisors as to the Brazilian tax consequences of the purchase, ownership and sale of our common shares or ADSs. Although there is no treaty for the avoidance of double taxation between Brazil and the United States, the tax authorities of the two countries have been having discussions that may culminate in such a treaty. No assurance can be given, however, as to whether or when a treaty will enter into force or how it will affect the U.S. holders of our common shares or ADSs. For purposes of Brazilian taxation, there are two types of Non-Brazilian Holders of common shares or ADSs: (a) Non-BrazilianHolders registered before the Central Bank of Brazil and the CVM to invest in Brazil in accordance with CMN Resolution No. 4,373/14 (“4,373 Holders”); and (b) other Non-Brazilian Holders, which include Non-Brazilian Holders who invest in Braziliancompanies under Law 14.286/2021 and BCB Resolution No. 277 (“foreign direct investment”). As a general rule, 4,373/2014Holders are subject to a favorable tax regime in Brazil, as described below. CMN Resolution No. 4,373/2014 permits foreign investors, defined to include individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered abroad to invest in almost all financial assets and to engage in almost all transactions available in the Brazilian financial and capital markets, provided that certain legal and regulatory requirements are fulfilled. The foreign investors must (a) appoint at least one representative in Brazil with powers to perform actions relating to the foreign investment; (b) file the appropriate foreign investor registration form; (c) obtain the register as a foreign investor before the Brazilian securities commission; and (d) obtain the register of the foreign investment before the Central Bank of Brazil. Taxation of Gains Gains realized on the disposal of common shares are subject to income tax in Brazil, regardless of whether the sale or the disposal is made by a Non-Brazilian Holder to a resident or person domiciled in Brazil. This is due to the fact that the common shares can be considered assets located in Brazil for purposes of Law No. 10,833/2003. 102
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Table of Contents According to our interpretation of the applicable law, capital gains realized by a Non-Brazilian Holder on the disposal of common shares sold on a Brazilian stock exchange (which includes a transaction carried out on the organized over-the-counter market) are: • exempt from income tax when realized by a Non-Resident Holder that (i) is a 4,373 Holder, and (ii) is not resident or domiciled in a country or location which is defined as a Low or Nil Tax Jurisdiction (as described below); • arguably subject to income tax at a 15% rate in the case of gains realized by (A) a Non-Brazilian Holder that (1) is not a 4,373 Holder and (2) is not resident or domiciled in a Low or Nil Tax Jurisdiction; or by (B) a Non-Brazilian Holder that (1) is a 4,373 Holder and (2) is resident or domiciled in a Low or Nil Tax Jurisdiction; and • subject to income tax at a rate of up to 25% in the case of gains realized by a Non-Brazilian Holder that is not a 4,373 Holder, and is resident or domiciled in a Low or Nil Tax Jurisdiction. Any other gains realized by a Non-Brazilian Holder on a sale or disposal of the shares that is not carried out on a Brazilian stock exchange are: • subject to income tax at the rate of 15% when realized by a Non-Brazilian Holder that (i) is a 4,373 Holder and (ii) is not resident or domiciled in a Low or Nil Tax Jurisdiction (as defined below), although different interpretations may be raised to sustain the application of the progressive rates set forth by Law No. 13,259/2016; • subject to income tax at progressive rates ranging from 15% to 22.5% (15.0% for the part of the gain that does not exceed R$5.0 million, 17.5% for the part of the gain that exceeds R$5.0 million but does not exceed R$10.0 million, 20.0% for the part of the gain that exceeds R$10.0 million but does not exceed R$30.0 million and 22.5% for the part of the gain that exceeds R$30.0 million) in case of gains realized by a Non-Brazilian Holder that (1) is not a 4,373 Holder and (2) is not resident or domiciled in a Low or Nil Tax Jurisdiction (as defined below); and • subject to income tax at a 25% rate in case of gains realized by a Non-Brazilian Holder that is resident or domiciled in a Low or Nil Tax Jurisdiction (as defined below). If these gains are related to transactions conducted on the Brazilian non-organized over-the-counter market with intermediation, withholding income tax of 0.005% on the sale value will also apply and can be used to offset the income tax due on the capital gain. In the case of a redemption of securities or a capital reduction by a Brazilian corporation, such as ourselves, the positive difference between the amount effectively received by the Non-Resident Holder and the proportional acquisition cost of the common shares redeemed is treated, for tax purposes, as capital gains derived from the sale or exchange of common shares not carried out on a Brazilian stock exchange, and is subject to the same tax treatment above described. The exercise of preemptive rights relating to our common shares will not be subject to Brazilian taxation. Any gains realized by a Non-Resident Holder on the sale or disposal or assignment of preemptive rights relating to our common shares will be subject to Brazilian income tax according to the same rules applicable to the sale or disposal of common shares (see above). Tax authorities may attempt to tax such gains even when sale or assignment of such rights takes place outside Brazil, based on the provisions of Law No. 10,833/03. There is no assurance that the current preferential treatment for Non-Brazilian Holders of common shares under CMN Resolution No. 4,373/2014 will continue in the future or that it will not be changed in the future. Reductions in the rate of tax provided for by Brazil’s tax treaties do not apply to the tax on gains realized on sales or exchange of common shares. 103
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Table of Contents Sale of ADSs by non-Brazilian holder to another non-Brazilian holder Gains realized outside Brazil by a Non-Brazilian Holder on the disposal of ADSs should not be subject to Brazilian tax. As mentioned above, according to Law No. 10,833/2003 of December 2003, the disposal of assets located in Brazil by a Non- Brazilian Holder, whether to other Non-Brazilian Holder or Brazilian holders, may become subject to taxation in Brazil. Although we believe that the ADSs do not fall within the definition of assets located in Brazil for the purposes of Law no. 10,833, considering the general and unclear scope of it and the lack of definitive judicial court ruling to act as the leading case in respect thereto, we are unable to predict whether such understanding will ultimately prevail in the courts of Brazil. In case the ADSs are considered assets located in Brazil, gains on disposal of ADSs by a Non-Brazilian Holder to a resident in Brazil or even to a Non-Brazilian resident may be subject to income tax in Brazil according to the rules described below for ADSs or the tax rules applicable to common shares, as applicable. Exchange of ADSs for common shares Although there is no clear regulatory guidance, the withdrawal of ADSs in exchange for common shares is not subject to Brazilian income tax to the extent that, as described above, ADSs do not fall within the definition of assets located in Brazil for the purposes of Law No. 10,833/2003. Upon receipt of the underlying common shares in exchange for ADSs, Non-Brazilian Holders may also elect to register with theCentral Bank the U.S. dollar amount of such preferred shares or common shares as a foreign portfolio investment under CMNResolution No. 4,373/2014 or as a foreign direct investment under BCB Resolution No. 277. Exchange of common shares for ADSs Regarding the deposit of common shares in exchange for ADSs, the difference between the acquisition cost of the common shares and the market price of the common shares may be subject to Brazilian income tax at progressive rates that may vary from 15.0% to 22.5% (15.0% for the part of the gain that does not exceed R$5.0 million, 17.5% for the part of the gain that exceeds R$5.0 million but does not exceed R$10.0 million, 20.0% for the part of the gain that exceeds R$10.0 million but does not exceed R$30.0 million and 22.5% for the part of the gain that exceeds R$30.0 million), except for Non-Brazilian Holders located in a Nil or Low Taxation Jurisdiction, which, in this case, would be subject to income tax at a flat rate of 25.0%. In some circumstances, there may be arguments to claim that this taxation is not applicable in the case of a Non-Brazilian Holder that is a 4,373 Holder and is not a resident of or domiciled in a Nil or Low Taxation Jurisdiction. Taxation of Dividends As a result of the tax legislation adopted on December 26, 1995, dividends based on profits generated after January 1, 1996, including dividends paid in kind, payable by us regarding common shares or ADSs, are exempt from withholding income tax. Dividends relating to profits generated prior to January 1, 1996 may be subject to Brazilian withholding income tax at varying rates, depending on the year the profits were generated. Beginning in 2008, the Brazilian accounting rules were significantly modified in order to align them with IFRS Accounting Standards. After the issuance of such new rules, a transitory tax regime (regime tributário de transição), or RTT, was created mainly to ensure neutrality of the new accounting rules in connection with the calculation and payment of corporate taxes on income. Thus, according to the RTT, Brazilian companies had, only for purposes of calculation of their taxable profit, to use the accounting rules and criteria that existed until December 2007. As a result of the application of the RTT, the accounting profit of a Brazilian company might be significantly higher (or lower) than its taxable profit. Although this specific matter has not been expressly regulated by law, the Brazilian tax authorities issued a normative instruction stating that the amount of dividends paid in excess of the profit of a company determined as per the accounting rules and criteria that existed until December 2007 should be subject to taxation. 104
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Table of Contents On April 14, 2014, Law No. 12,973 was issued to, among other, terminate the Transitory Regime (RTT) and regulate how corporate taxable income should be assessed taking as a starting point the accounting profit calculated according to the new accounting rules introduced as from 2008. Such Law states that dividends related to all accounting profits generated between January 2008 and 31 December 2013 in excess of the established methods and criteria in force in December 31, 2007, are not subject to withholding tax, and does not integrate the calculation of income tax and social contribution. With reference to 2014, the law is not clear, but tax authorities state that dividends paid in excess of the profit of a company determined as per the accounting rules and criteria that existed until December 2007 should be subject to withholding income tax at the rate of 15%, or 25% if the Non-Brazilian Holder is domiciled in a country or location that does not impose income tax or where the maximum income tax rate is lower than 20% (“Nil or Low Taxation Jurisdiction”). As of 2015, in view of the termination of the RTT, there would be no differences between the accounting and the taxable profit, so that dividends generated since 2015 should be fully paid with no Brazilian withholding tax implications. Interest Attributed to Shareholders’ Equity According to Brazilian laws and our bylaws, we may opt to distribute income as interest attributed to shareholders’ equity as an alternative to the payment of dividends. Distribution of an interest on equity charge attributed to shareholders’ equity regarding common shares or ADSs as an alternative form of payment to shareholders, including non-Brazilian holders of common shares or ADSs, is subject to Brazilian withholding income tax at the rate of 15% or 25%, in case of a Nil or Low Taxation Jurisdiction holder. Such payments, subject to certain limitations and requirements, are deductible for Brazilian income tax purposes. This interest is limited to the daily pro rata variation of the federal government’s long-term interest rate, as determined by the Central Bank from time to time, and cannot exceed the greater of: (a) 50% of net income (after the social contribution on net profits and before the provision for corporate income tax, and the amounts attributable to shareholders as interest on net equity) for the period with respect to which the payment is made; or (b) 50% of the sum of retained earnings and earnings reserves as of the date of the beginning of the period with respect to which the payment is made. Tax on foreign exchange transactions (IOF/Exchange) Pursuant to Decree No. 6,306/2007, dated December 14, 2007, as amended, or Decree No. 6,306/2007, the conversion of Brazilian currency into foreign currency (e.g., for purposes of paying dividends and interest) and the conversion of foreign currency into Brazilian currency may be subject to the Tax on Foreign Exchange Transactions or IOF/Exchange. Currently, for most exchange transactions, the rate of IOF/Exchange is 0.38%. However, exchange transactions carried out for the inflow of funds in Brazil for investments in the Brazilian financial and capital market made by a foreign investor (including a Non-Resident Holder, as applicable) are subject to IOF/Exchange at a 0%. The IOF/Exchange rate will also be 0% for the outflow of funds from Brazil related to these types of investments, including payments of dividends and interest on shareholders’ equity and the repatriation of funds invested in the Brazilian market. On March 15, 2022, the Decree 10,997/2022 was published, establishing an immediate reduction of the IOF/Exchange for some transactions, such as the reduction of the rate applicable to short-term foreign loan operations to zero. In other cases, however, the rate reduction is gradual over the next years and it is expected that the IOF-Exchange rate will be decreased to zero for all transactions as of 2029. The Brazilian government may increase the rate of the IOF/Exchange to a maximum of 25.0% of the amount of the foreign exchange transaction at any time, but such an increase would not apply retroactively. 105
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Table of Contents Tax on transactions involving bonds and securities (IOF/Bonds Tax) The IOF may also be imposed on any transactions involving bonds and securities, including those carried out on Brazilian futures and commodities stock exchanges. As a general rule, the rate of this tax for transactions involving common shares or ADSs is currently zero. The executive branch, also by a Presidential Decree, may increase the IOF rate by up to 1.5% per day, but only with respect to future transactions. U.S. Federal Income Tax Considerations This summary describes certain U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of our common shares or ADSs by a U.S. holder (as defined below). This summary is based on the Internal Revenue Code of 1986 (the Code), as amended, its legislative history, existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis. In addition, this summary assumes the deposit agreements governing our shares and ADSs, and all other related agreements, will be performed in accordance with their terms. This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of our shares or ADSs. In particular, this summary is directed only to U.S. holders (as defined below) that hold our shares or ADSs as capital assets and does not address tax consequences to U.S. holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, life insurance companies, tax exempt entities, regulated investment entities, entities or arrangements that are treated as partnerships for U.S. federal income tax purposes (or partners therein), holders that own or are treated as owning 10% or more of our shares, by vote or value, persons holding our shares or ADSs as part of a hedging or conversion transaction or a straddle, persons whose functional currency is not the U.S. dollar, or U.S. expatriates. Moreover, this summary does not address state, local or non-U.S. taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. holders, or any alternative minimum tax consequences of acquiring, holding or disposing of our shares or ADSs. As used below, a “U.S. holder” is a beneficial owner of our shares or ADSs that is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation (or an entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income tax without regard to its source, or (iv) a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our shares or ADSs, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. A holder of our shares or ADSs that is a partnership and partners in that partnership should consult their own tax advisers regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of our shares or ADSs. You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of our shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws. Treatment of our ADSs for U.S. Federal Income Tax Purposes In general, a holder of our ADSs will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying shares that are represented by those ADSs. Accordingly, except as specifically noted below, the tax consequences discussed below with respect to ADSs will be the same for our shares, and exchanges of our shares for ADSs (or vice versa), generally will not result in the realization of gains or losses for U.S. federal income tax. For purposes of the following summary, any reference to our shares shall be understood to also include reference to the ADSs, unless otherwise noted. 106
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Table of Contents Taxation of Dividends Subject to the discussion below under “Item 10.E - Taxation—Passive Foreign Investment Company Status”, the gross amount of any distribution of cash or property with respect to our shares or ADSs that is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be includible in your taxable income as ordinary dividend income on the day on which you receive the dividend, in the case of our shares, or the date the depositary receives the dividends, in the case of our ADSs, and will not be eligible for the dividends-received deduction allowed to corporations under the Code. If such distribution exceeds the amount of the current and accumulated earnings and profits, it will be treated as a non-taxable return of capital (and reduction in tax basis) to the extent of your tax basis in the shares on which they are paid, and to the extent it exceeds that basis it will be treated as capital gain from the sale or exchange of the shares. We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes. Dividends paid in a currency other than U.S. dollars generally will be includible in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day you receive the dividends, in the case of our shares, or the date the depositary receives the dividends, in the case of our ADSs. You will have a tax basis in any distributed Brazilian currency equal to its U.S. dollar amount on the date of receipt, and any gain or loss realized on a subsequent sale, conversion or other disposition of the Brazilian currency generally will be treated as U.S. source ordinary income or loss. If dividends paid in Brazilian currency are converted into U.S. dollars on the date they are received by a U.S. holder or the Depositary or its agent, as the case may be, the U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the Brazilian currency. U.S. holders should consult their own tax advisers regarding the treatment of foreign currency gain or loss, if any, on any foreign currency received that is converted into U.S. dollars after it is received. Dividends received by an individual with respect to our shares or ADSs will be subject to taxation at a preferred rate if the dividends are “qualified dividends.” Subject to certain exceptions for short-term positions, dividends paid on our shares or ADSs will be treated as qualified dividends if: • the shares and ADSs on which the dividend is paid are readily tradable on an established securities market in the United States; and • we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (a PFIC). Our ADSs are listed on the NYSE and our ADSs should qualify as readily tradable on an established securities market in the United States so long as they are so listed. As described in more detail under “Item 10.E - Taxation—Passive Foreign Investment Company Status,” below, based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2024 and 2023 taxable years and do not expect to be a PFIC in our current taxable year. Given that the determination of PFIC status involves the application of complex tax rules, and that it is based on the nature of our income and assets from time to time, no assurances can be provided that we will not be considered a PFIC for the current (or any past or future) taxable year. Holders should consult their own tax advisers regarding the availability of the reduced dividend tax rate in light of their own particular circumstances. Because our shares are not themselves listed on a U.S. exchange, dividends received with respect to our shares that are not represented by ADSs may not be treated as qualified dividends. U.S. holders should consult their own tax advisors regarding the potential availability of the reduced dividend tax rate in respect of our shares. 107
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Table of Contents Subject to generally applicable limitations and conditions, Brazilian dividend withholding tax paid at the appropriate rate applicable to the U.S. holder may be eligible for a credit against such U.S. holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include requirements recently adopted by the U.S. Internal Revenue Service (IRS) in regulations promulgated in December 2021 and any Brazilian tax generally will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that consistently elects to apply a modified version of these rules under recently issued temporary guidance and complies with specific requirements set forth in such guidance, the Brazilian tax on dividends will be treated as meeting these requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Brazilian tax on dividends is uncertain and we have not determined whether these requirements have been met. If the Brazilian dividend tax is not a creditable tax or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. holder may be able to deduct the Brazilian tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. Dividend distributions will constitute income from sources without the United States and, for U.S. holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes. The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of these rules to their particular situations. U.S. holders that receive distributions of additional shares or rights to subscribe for our shares as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax in respect of the distributions, unless the U.S. holder has the right to receive cash or property, in which case the U.S. holder will be treated as if it received cash equal to the fair market value of the distribution. Taxation of Dispositions of our Shares or ADSs Subject to the discussion below under “Item 10.E - Taxation—Passive Foreign Investment Company Status,” if a U.S. holder realizes gain or loss on the sale, exchange or other taxable disposition of our shares or ADSs, that gain or loss will be capital gain or loss and generally will be long-term capital gain or loss if the shares or ADSs have been held for more than one year. The deductibility of capital losses is subject to limitations. A U.S. holder generally will not be entitled to credit any Brazilian tax imposed on the sale or other disposition of the shares against such U.S. holder’s U.S. federal income tax liability, except in the case of a U.S. holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under recently issued temporary guidance and complies with the specific requirements set forth in such guidance. Additionally, capital gain or loss recognized by a U.S. holder on the sale or other disposition of the shares generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the withholding tax qualifies as a creditable tax, a U.S. holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Brazilian tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the shares even if the U.S. holder has elected to claim a foreign tax credit for other taxes in the same year. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, our shares or ADSs. 108
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Table of Contents If a U.S. holder sells or otherwise disposes of our shares or ADSs in exchange for currency other than U.S. dollars, the amount realized generally will be the U.S. dollar value of the currency received at the spot rate on the date of sale or other disposition (or, if the shares or ADSs are traded on an established securities market at such time, in the case of cash basis and electing accrual basis U.S. holders, the settlement date). An accrual basis U.S. holder that does not elect to determine the amount realized using the spot exchange rate in effect on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot exchange rates in effect on the date of the sale or other disposition and the settlement date. A U.S. holder generally will have a tax basis in the currency received equal to the U.S. dollar value of the currency received at the spot rate in effect on the settlement date. Any currency gain or loss realized on the settlement date or the subsequent sale, conversion, or other disposition of the non-U.S. currency received for a different U.S. dollar amount generally will be U.S.-source ordinary income or loss, and will not be eligible for the reduced tax rate applicable to long-term capital gains. If an accrual basis U.S. holder makes the election described in the first sentence of this paragraph, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A U.S. holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received in a sale or other disposition of the shares or ADSs. Deposits and withdrawals of shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes. Passive Foreign Investment Company Status Special U.S. tax rules apply to investors in companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if, either: • 75 percent or more of our gross income for the taxable year is passive income; or • the value of our assets (generally determined on the basis of a quarterly average) that produce or are held for the production of passive income is at least 50 percent. For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income. We believe, and the following discussion assumes, that we were not a PFIC for our taxable year ending December 31, 2024 and that, based on the present composition of our income and assets and the manner in which we conduct our business, we do not expect to be a PFIC in our current taxable year. However, the determination of whether we are a PFIC is a factual determination made annually, and our status could change depending, among other things, upon changes in the composition of our gross income and the relative quarterly average value of our assets. Accordingly, we cannot be certain that we will not be a PFIC in the current year or in future years. If we were a PFIC for any taxable year in which you hold our shares or ADSs, you (including certain indirect U.S. holders) will generally be subject to adverse U.S. federal income tax consequences, including the possibleimposition of ordinary income treatment for “excess distributions” (generally, any distributions that a U.S. Holder receives in a taxable year that are greater than 125 percent of the average annual distributions that the U.S. Holder has received in the preceding three taxable years, or the U.S. Holder’s holding period, if shorter), and gain that that the U.S. Holder recognizes on the sale of the holder’s shares. Under these rules (a) the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. If we are deemed to be a PFIC for a taxable year, dividends on our shares would not constitute “qualified dividends” subject to preferential rates of U.S. federal income taxation for non-corporate taxpayers. In addition, if we are deemed to be a PFIC for a taxable year, you would be subject to increased reporting requirements. You are encouraged to consult your own tax advisor as to our status as a PFIC and the tax consequences to you of such status. 109
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Table of Contents Foreign Financial Asset Reporting Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in "specified foreign financial assets” based on objective criteria. The understatement of income attributable to “specified foreign financial assets” in excess of US$5,000 extends the statute of limitations with respect to the tax return to six years after the return was filed. U.S. holders who fail to report the required information could be subject to substantial penalties. Holders are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances. Backup Withholding and Information Reporting Dividends paid on, and proceeds from the sale or other disposition of, our shares or ADSs to a U.S. holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding (currently at the rate of 24%) unless the U.S. holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner. A holder that is not a U.S. holder may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding. F. Dividends and paying agents. Not applicable G. Statement by experts. Not applicable I. Subsidiary Information. Not applicable H. Documents on display. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. We also make available on our website’s investor relations page, free of charge, our annual report and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is http://ir.suzano.com.br, and investor information can be found therein under the caption “Investor Relations.” Information contained on our website is, however, not incorporated by reference in, and should not be considered a part of, this annual report. J. Annual Report to Security Holders. Not applicable 110
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Table of Contents ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to various market risks, including changes in foreign currency exchange rates, interest rates, correction indexes and prices of commodities that may affect the financial results of Suzano. In order to manage the impacts in the results in adverse scenarios, we have provided procedures for the monitoring of political exposure for the implementation of risk management. The policies establish the limits and instruments to be implemented with the goal of: (i) protection of cash flow due to currency devaluation, (ii) interest rate exposure mitigation, (iii) reduction in the impacts of commodity price fluctuation and (iv) exchange of debt indexes. In the process of market risk management, the identification, evaluation and implementation, as well as the contracting of financial instruments for risk protection are performed. The development management area accompanies the fulfillment of the limits established in our policies. Exchange Rate Risk As a predominantly exporting company, our results are exposed to exchange variations. As such, fluctuations in the exchange rate, especially with regard to the U.S. dollars, may impact our results. We issue debt securities in the international markets as an important part of the capital structure that is also exposed to fluctuations in the exchange rate. The mitigation of these risks comes from our own exports, which creates a natural hedge. Furthermore, we enter in derivatives transactions in the financial markets, including using strategies with options, as a way to ensure attractive levels of operating margins for a portion of our income. The foreign exchange hedging strategy follows our financial policies. For the net exposure of assets and liabilities in foreign currency see note 4.4.1. of our audited consolidated financial statements, included in this Annual Report. Sensitivity Analysis – Foreign Exchange Exposure For purposes of risk analysis, we use scenarios to evaluate the sensitivity that the variations in long and short positions, indexed in foreign currency, may suffer. We take as a base case the values recognized in accounting on December 31, 2024 and, from there onwards, appreciations and depreciation are simulated, between 25% and 50%, of the real compared to other foreign currencies. For the sensitivity analysis see notes 4.4.1.1. and 4.4.1.2. of our audited consolidated financial statements, included in this Annual Report. Commodity Price Risk We are exposed to commodity prices reflected primarily in the sale price of pulp in the international market. Increases and decreases in production capacities in the global market, as well as the macroeconomic conditions may impact our operational results. We cannot guarantee that prices will remain at levels that are beneficial to our results. We may use financial instruments to mitigate the sales price of part of the production, but in certain cases the employment of price protection for pulp may not be available. We are also exposed to international oil prices, reflected in the logistical costs of transportation and commercialization. On December 31, 2024, we held a long position in VLSFO (very-low sulfur fuel oil) and Brent Crude Oil in the notional amount of US$203.6 million to hedge its logistics costs. 111
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Table of Contents Sensitivity Analysis – Exposure to Commodity Prices December 31, 2024 As of Effect on income Probable Possible increase (+25%) Remote increase (+50%) (in millions of R$) Oil derivatives (Brent/VLSFO) 17.0 231.7 503.5 Derivatives by Contract Type For the open positions of derivatives negotiated in the over-the-counter market, grouped by class of asset and reference index as of December 31, 2024, 2023, see note 4.5. of our audited consolidated financial statements, included in this Annual Report. ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES The Bank of New York Mellon, as depositary, has agreed to reimburse us for expenses it incurs that are related to the establishment and maintenance of our ADS program. The depositary has agreed to reimburse us for our continuing and annual stock exchange listing fees. It has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, and to reimburse us annually for certain investor relations programs or special promotional activities. In certain instances, the depositary has agreed to provide additional payments to us based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect is annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. 112
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Table of Contents PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES See discussion at “Item 5.B — Liquidity and Capital Resources — Covenants.” ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS None. ITEM 15. CONTROLS AND PROCEDURES Disclosure Controls and Procedures: Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act under Rule 13a-15(e)) as of the end of the period covered in this annual report, has concluded that, as of that date, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act was being recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and was accumulated for and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding the required disclosure. Management’s Report on Internal Control over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and for its assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Statutory Audit Committee, the Company’s board of directors, management, and other personnel to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with and in compliance with the IFRS Accounting Standards. Our internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with and in compliance with IFRS Accounting Standards, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our audited consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with our policies or procedures may deteriorate. The effectiveness of our internal control over financial reporting as of December 31, 2024, is based on the criteria established in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2024. Audit of the Effectiveness of Internal Control over Financial Reporting: Our independent registered public accounting firm, PricewaterhouseCoopers Auditores Independentes Ltda., has audited the effectiveness of our internal control over financial reporting, as stated in their report as of December 31, 2024, which is included herein. Changes in Internal Control over Financial Reporting: There was no change in our internal control over financial reporting that occurred in the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 113
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Table of Contents ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT Our board of directors has determined that Mr. Carlos Biedermann, a member of our audit committee, is an audit committee financial expert within the meaning of Sarbanes-Oxley and related regulations. ITEM 16.B. CODE OF ETHICS AND CONDUCT Our board of directors adopted the “Code of Ethics and Conduct” document, which sets out the company’s ethical principles and values and applies to all our board members, directors, suppliers and employees, including our chief executive officer, our chief financial officer, our chief accounting officer and the other members of our finance department. No complaint, either express or implied, of provisions of our Code of Ethics and Conduct was granted to our chief executive officer, chief financial officer or chief accounting officer in 2024. A copy of our Code of Ethics and Conduct has been filed as Exhibit 11.1 to this annual report. Our Code of Ethics and Conduct addresses, among others, the following topics: • honest and ethical conduct, treating conflicts and misconduct with absolute secrecy; • full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to public communications made by us; • compliance with laws, internal procedures and rules and also rules established by Brazilian and international capital market regulatory agencies; and • the prompt internal reporting of breaches related to our Code to the Ombudsman. In order to keep the highest governance standards, every two years we review our Code of Ethics and Conduct to assure that the document is up-to-date and follows best practices and regulations. In 2023, we approved the last revision of our Code of Ethics and Conduct. All of our employees in management positions must reaffirm their commitment with our Code of Ethics and Conduct and to undertake to comply with its principles and guidelines while performing their professional activities by performing mandatory training Additionally, we have conducted awareness actions in order to enforce the importance of business integrity, compliance and the governance instruments – our Code of Ethics and Conduct and the Ombudsman. Video-learning format regarding the anti-corruption policy and our Code of Ethics and Conduct have been given to employees, in order to reinforce the main guidelines and practices established by our Code of Ethics and Conduct. This training program is mandatory for our employees and at the end of the training each employee signs the training electronically. ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth by category of service the total fees for services performed by PricewaterhouseCoopers during the fiscal years ended December 31, 2024 and 2023. Year Ended December 31 2024 (In millions of reais)2023 (In millions of reais) Audit Fees 20,951.2 14,967.4 Tax Fees 1,440.2 516.8 Audit Related Fees 628.8 271.4 All Other Fees — — Total 23,020.2 15,755.6 114
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Table of Contents Audit Fees Audit fees in 2024 and 2023 consisted of the aggregate fees billed by PricewaterhouseCoopers Auditores Independentes Ltda. (PCAOB ID 1351) in connection with the audit of our annual financial statements, the reviews of our quarterly financial statements, and the audit of the statutory financial statements of our subsidiaries. Audit fees also include fees for services that can only be reasonably provided by our independent auditors, such as the issuance of consent letters and the review of periodic documents filed with the SEC. Tax Fees Tax fees consisted of the aggregate fees billed by PricewaterhouseCoopers Auditores Independentes Ltda. in connection with the consulting services for recovery of tax credits abroad and others. Audit Related Fees The all related fees are fees consisting of work related to the external audit performed for specific projects in target companies that were charged by PricewaterhouseCoopers Auditores Independentes Ltda. Pre-Approval Policies and Procedures Neither our board of directors nor our audit committee has established pre-approval policies and procedures for the engagement of our registered public accounting firm for services. Our board of directors expressly approves on a case-by-case basis any engagement of our registered public accounting firm for audit and non-audit services provided to us or our subsidiaries. Any services provided by PricewaterhouseCoopers Auditores Independentes Ltda. that are not specifically included within the scope of the audit must be pre-approved by our board of directors in advance of any engagement. It is within the scope of our audit committee to provide recommendations to our board of directors regarding any such engagement. ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Under the listed company audit committee rules of the NYSE and the SEC, we must comply with Rule 10A-3 under the Exchange Act, which requires that we establish an audit committee composed of members of the board of directors that meets specified requirements. Pursuant to Exchange Act Rule 10A-3(c)(3), a foreign private issuer is not required to have an audit committee equivalent to or comparable with a U.S. audit committee if the foreign private issuer has a body established and selected pursuant to home country legal or listing provisions expressly requiring or permitting such a body, and if the body meets the requirements that (i) it be separate from the full board, (ii) its members not be elected by management, (iii) no executive officer be a member of the body, and (iv) home country legal or listing provisions set forth standards for the independence of the members of the body. We believe that our statutory audit committee complies with these requirements, and we rely on the exemption provided by Rule 10A-3(c)(3) under the Exchange Act. See “Item 6.A. - Directors and Senior Management — Audit Committee” for a description of our statutory audit committee. ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS In the year ended December 31, 2024, the Company has 24,875,787 (34,765,600 as at December 31, 2023) of its own common shares held in treasury, with an average price of R$55.93 per share, with a historical value of R$1,391,309 (R$1,638,514 as at December 31, 2023) and a closing price in December 31, 2024 of R$61.78 per share, with the market corresponding to R$1,536,826 (R$1,934,010 as at December 31, 2023). This change is due to the both January/2024 and August/2024 Repurchase Program, the cancellation of 20,000,000 common shares held in treasury on January 2024, and the cancellation of 40,000,000 common shares held in treasury on August 2024 see “Item 10. Additional Information—A. Share Capital”. Additionally, until April 09, 2025, in continuity to August/2024 Repurchase Program, we repurchased 3,705,200 for at the average cost of R$51.80, with a market value corresponding to R$191,929.4. 115
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Table of Contents On May 4, 2022, the Company’s board of directors approved the Repurchase Program (“May/2022 Program”) for up to 20,000,000 of its own shares. The May/2022 Program ended on August 3, 2022, through which it repurchased all the shares provided for at the average cost of R$48.36, with a market value corresponding to R$967,170.2. Period Number of Shares Average Price Paid per Share (R$) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number of shares (or units) that May Yet be Purchased under the Plans or Programs Month 1 05/04/2022 452,000 48.79 452,000 19,548,000 05/31/2022 Month 2 06/01/2022 11,953,100 48.48 12,405,100 7,594,900 06/30/2022 Month 3 07/01/2022 5,035,900 48.39 17,441,000 2,559,000 07/31/22 Month 4 08/01/2022 2,559,000 47.65 20,000,000 — 08/03/2022 Total 20,000,000 48.36 20,000,000 — On July 27, 2022, our board of directors approved a new Repurchase Program (“July/2022 Program”) of up to 20,000,000 of its own shares, with a maximum term for carrying out the acquisitions up to January 27, 2024. The July/2022 Program ended on September 27, 2022, through which it repurchased all the shares provided for at the average cost of R$46.86, with a market value corresponding to R$937,267.5. Period Number of Shares Average Price Paid per Share Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number of shares (or units) that May Yet be Purchased under the Plans or Programs Month 1 07/27/2022 — — — 20,000,000 07/31/2022 Month 2 08/01/2022 17,685,600 47.23 17,685,600 2,314,400 08/31/2022 Month 3 09/01/2022 2,314,400 44.09 20,000,000 — 09/27/2022 Total 20,000,000 46.86 20,000,000 — 116
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Table of Contents On October 27, 2022, our board of directors approved a new Repurchase Program (“October/2022 Program”) of up to 20,000,000 of its own shares, with a maximum term for carrying out the acquisitions up to April 27, 2024 (inclusive). The October/2022 Program ended on July 7, 2023, through which it repurchased all the shares provided for at the average cost of R$44.05, with a market value corresponding to R$880,913.8. Period Number of Shares Average Price Paid per Share Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number of shares (or units) that May Yet be Purchased under the Plans or Programs Month 1 10/27/2022 — — — 20,000,000 10/31/2022 Month 2 11/01/2022 — — — 20,000,000 11/30/2022 Month 3 12/01/2022 — — — 20,000,000 12/31/2022 Month 4 01/01/2023 234,400 45.65 234,400 19,765,600 01/31/2023 Month 5 02/01/2023 268,500 45.24 502,900 19,497,100 02/28/2023 Month 6 03/01/2023 1,459,000 44.14 1,961,900 18,038,100 03/31/2023 Month 7 04/01/2023 7,800 37.35 1,969,700 18,030,300 04/30/2024 Month 8 05/01/2023 9,410,000 43.00 11,379,700 8,620,300 05/31/2023 Month 9 06/01/2023 6,321,600 45.29 17,701,300 2,298,700 06/30/2023 Month 10 07/01/2023 2,298,700 44.55 20,000,000 — 07/07/2023 Total 20,000,000 44.05 20,000,000 — On January 26, 2024, our board of directors approved a new Repurchase Program (“January/2024 Program”) of up to 40,000,000 of its own shares, with a maximum term for carrying out the acquisitions up to July 26, 2025 (inclusive). The January/2024 Program ended on August 15, 2024, through which it repurchased all the shares provided for at the average cost of R$54.84, with a market value corresponding to R$2,193,433.2. 117
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Table of Contents Period Number of Shares Average Price Paid per Share Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number of shares (or units) that May Yet be Purchased under the Plans or Programs Month 1 01/26/2024 3,299,300 51.21 3,299,300 36,700,700 01/31/2024 Month 2 02/01/2024 2,698,700 52.25 5,998,000 34,002,000 02/29/2024 Month 3 03/01/2024 — — — 34,002,000 03/31/2024 Month 4 04/01/2024 — — — 34,002,000 04/30/2024 Month 5 05/01/2024 — — — 34,002,000 05/31/2024 Month 6 06/01/2024 6,436,500 57.40 12,434,500 27,585,500 06/30/2024 Month 7 07/01/2024 21,034,700 55.07 33,469,200 6,530,800 07/31/2024 Month 8 08/01/2024 6,530,800 54.44 40,000,000 — 08/15/2024 Total 40,000,000 54.84 40,000,000 — On August 09, 2024, our board of directors approved a new Repurchase Program (“August/2024 Program”) of up to 40,000,000 of its own shares, with a maximum term for carrying out the acquisitions up to February 09, 2026 (inclusive). 118
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Table of Contents Period Number of Shares Average Price Paid per Share Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number of shares (or units) that May Yet be Purchased under the Plans or Programs Month 1 08/09/2024 7,094,000 55.30 7,094,000 32,906,000 08/31/2023 Month 2 09/01/2024 4,021,300 54.97 11,115,300 28,884,700 09/30/2024 Month 3 10/01/2023 — — — 28,884,700 10/31/2024 Month 4 11/01/2024 — — — 28,884,700 11/30/2024 Month 5 12/01/2024 — — — 28,884,700 12/31/2024 Month 6 01/01/2025 — — — 28,884,700 01/31/2025 Month 7 02/01/2025 — — — 28,884,700 02/28/2025 Month 8 03/01/2025 699,700 55.26 11,815,000 28,185,000 03/31/2024 Month 9 04/01/2025 3,005,500 50.99 14,820,500 25,179,500 04/09/2025 Total 14,820,500 54.33 14,820,500 25,179,500 The repurchase programs already completed totaled R$ 5,802,026.1 in market value, plus transaction costs of R$3,200.2 with a total disbursement of R$5,805,226.3. ITEM 16.F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT Not applicable. ITEM 16.G. CORPORATE GOVERNANCE 119
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Table of Contents Significant Differences between our Corporate Governance Practices and NYSE Corporate Governance Standards We are subject to the NYSE corporate governance listing standards. As a foreign private issuer, the standards applicable to us are considerably different than the standards applied to U.S. listed companies. Under the NYSE rules, we are required to: (i) have an audit committee or audit board, pursuant to an applicable exemption available to foreign private issuers, that meets certain requirements, as discussed below, (ii) provide prompt certification by our chief executive officer of any material noncompliance with any corporate governance rules, (iii) adopt a Clawback Policy under NYSE rules; and (iv) provide a brief description of the significant differences between our corporate governance practices and the NYSE corporate governance practice required to be followed by U.S. listed companies. The significant differences between our corporate governance practices and those required for U.S. listed companies follows below. Majority of Independent Directors The NYSE rules require that a majority of a company’s board of directors must consist of independent directors. Independence is defined by various criteria, including the absence of a material relationship between the director and the listed company. Under Brazilian law, according to the Novo Mercado listing rules, at least 20% or two of the members of our board of directors (whichever is the greater) must be independent directors, as defined under Brazilian law. Currently, our board of directors consists of nine members, four of which are independent members. Executive Sessions NYSE rules require that the non-management directors must meet at regularly scheduled executive sessions without management. Currently, all of our directors are non-management directors and our directors meet at regularly scheduled sessions without management. Nominating/Corporate Governance Committee NYSE rules require that listed companies have a nominating/corporate governance committee composed entirely of independent directors and governed by a written charter addressing the committee’s purpose and detailing its responsibilities, which include, among others, identifying and selecting qualified board member nominees and developing a set of corporate governance principles applicable to a company. We are not required under applicable Brazilian law to have a nominating committee/corporate governance committee and the Brazilian law also does not require that this committee be composed entirely of independent directors, if created. We do have an Appointment and Compensation Committee governed by a written charter, which is an advisory committee of our board of directors composed of three members, two of which are independent. The purpose of such committee is (i) to propose to the board of directors compensation policies and guidelines for managers, members of the Audit Committee and other remunerated committees, subject to the legislation and regulations applicable to the bylaws; (ii) to evaluate and propose appointment of members to compose the Company’s management positions, verifying and attesting their qualification to perform their activities, according to the regulations, policies and other rules to which the Company is subject or has voluntarily adopted. 120
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Table of Contents Compensation Committee NYSE rules require that listed companies have a compensation committee composed entirely of independent directors and governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities, which include, among other things, reviewing corporate goals relevant to CEO compensation, evaluating CEO performance and approving CEO compensation levels and recommending to the board non CEO compensation, incentive compensation and equity based plans. We are not required under applicable Brazilian law to have a compensation committee, although we have established an advisory committee, comprised of board members and independent members, to advise on certain of these matters. Under the Brazilian Corporation Law, the total amount available for compensation of our directors and executive officers and for profit sharing payments to our executive officers must be established by our shareholders at the annual general meeting. Our board of directors, based on recommendations and analysis of the Appointment and Compensation committee, is responsible for determining the compensation and profit-sharing of our executive officers, as well as the compensation of our board and committee members, which is established according to market standards and internal rules of compensation Audit Committee Under NYSE Rule 303A.06 and the requirements of Rule 10A-3 of the SEC, domestic listed companies are required to have an audit committee consisting entirely of independent directors that otherwise complies with Rule 10A-3. In addition, a company’s audit committee must have a written charter that addresses the matters outlined in NYSE Rule 303.A.06(c), have an internal audit function and otherwise fulfill the requirements of the NYSE and Rule 10A-3. Under the Novo Mercado listing rules, we are required to have a “statutory audit committee” that complies with the CVM rules. The statutory audit committee is an advisory committee of the board of directors, and provides assistance in matters involving accounting, internal controls, financial reporting and compliance. The statutory audit committee also recommends to our board of directors the appointment of our independent auditors and evaluates the effectiveness of internal financial and legal compliance controls. The statutory audit committee is not, however, equivalent to or comparable with a U.S. audit committee. Pursuant to Exchange Act Rule 10A-3(c)(3), which provides for an exemption under the rules of the SEC regarding the audit committees of listed companies, a foreign private issuer is not required to have an audit committee equivalent to or comparable with a U.S. audit committee if the foreign private issuer has a body established and selected pursuant to home country legal or listing provisions expressly requiring or permitting such a body, and if the body meets the requirements that (i) it be composed of one or more members of the board of directors and one or more members that are not also members of the board of directors, (ii) its members not be elected by management, (iii) no executive officer be a member of the body, and (iv) home country legal or listing provisions set forth standards for the independence of the members of the body. See “Item 6.A - Directors and Senior Management — Audit Committee” for a description of our statutory audit committee. Shareholder Approval of Equity Compensation Plans NYSE rules require that shareholders be given the opportunity to vote on all equity compensation plans and material revisions thereto, with limited exceptions. Under Brazilian corporate law, shareholders must approve all stock option plans. In addition, any issuance of new shares that exceeds our authorized share capital is subject to shareholder approval. Corporate Governance Guidelines NYSE rules require that listed companies adopt and disclose corporate governance guidelines. We have a Corporate Governance Policy which exists to guarantee that principles of transparency, ethics, accountability, compliance with the law, and respect are always assured for everyone, regardless of whether they are shareholders, employees, stakeholders, or other persons related to Suzano. Moreover, it is used as the basis for the Company’s business models, policies, and guidelines. We also observe the requirements of the Brazilian Securities Commission (CVM) and we adhere to the Novo Mercado listing rules. 121
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Table of Contents Code of Business Conduct and Ethics NYSE rules require that listed companies adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Applicable Brazilian law does not have a similar requirement. We believe our code substantially addresses the matters required to be addressed by the NYSE rules. A copy of our Code of Ethics and Conduct has been filed as Exhibit 11.1 to this annual report. For a further discussion of our Code of Ethics and Conduct, see “Item 16.B - Code of Ethics and Conduct.” Internal Audit Function NYSE rules require that listed companies maintain an internal audit function to provide management and the audit committee with ongoing assessments of the company’s risk management processes and system of internal control. Brazilian law does not require that companies maintain an internal audit function. However, as an issuer on the New York Stock Exchange, we maintain an internal audit function. Our internal audit function is under the supervision of our statutory audit committee and is responsible for independently evaluating corporate, forest and industrial processes, verifying compliance with standards and policies adopted by us and analyzing possible cases of irregularities, such as fraud, bribery, corruption, conflicts of interest, insider information, embezzlement and damage to property. The internal audit considers a risk-based approach and the views of our management and members of our audit committee. The audit results are reported to our chief executive officer and our statutory audit committee. ITEM 16.H. MINE SAFETY DISCLOSURE Not applicable. ITEM 16. I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. ITEM 16.J. INSIDER TRADING POLICIES We have adopted an Insider Trading Policy (the “Insider Trading Policy”), which, among other things, governs the purchase, sale, and other dispositions of our securities by directors, senior management, relevant employees, suppliers and service providers. Our Insider Trading Policy was reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy and procedures is filed as Exhibit 11.1 to this annual report and is also available on our website. ITEM 16.K. CYBERSECURITY Management and Risk Strategy We maintain a comprehensive process to assess, identify, and manage risks arising from vulnerabilities, including risks related to disruptions to business operations or financial reporting systems, intellectual property theft, fraud, extortion, harm to employees or customers, privacy law violations, and other legal disputes and risks, as part of our overall risk management system and processes. Our information security and cybersecurity risk management processes include the following: • Our processes are structured based on NIST Cybersecurity and ISO 27001 frameworks. Our processes and policies are periodically reviewed to cover relevant risks. • We utilize components in our information security and cybersecurity framework such as multi-factor authentication, firewalls, antivirus software, vulnerability and penetration testing, among others. 122
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Table of Contents • Additionally, we collaborate with other areas of the Company, encompassing those responsible for day-to-day Information Security and Cybersecurity matters, including our Cybersecurity team, Legal, Audit, Human Resources, and Corporate. • We frequently conduct training and awareness campaigns on information security and cybersecurity so that everyone receives guidance and can identify and report information security events or incidents, both in the corporate and industrial environments. These actions are intended to promote familiarity with our Information Security Policy. We also leverage internal communications to raise awareness and conduct phishing simulation exercises. • We regularly review, test, and update our information security and cybersecurity processes by conducting penetration testing, vulnerability assessments, and attack simulations. Measures are implemented to deter, prevent, detect, and respond to unauthorized activities in our systems. We annually conduct assessments of cybersecurity controls through independent consulting firms, which contribute to the evolution of the maturity on the subject. The results of these assessments are shared with the executive leadership, and relevant points are addressed throughout the year. Our information security risk management aims to identify, analyze, evaluate, and treat all of our information security risks, as a continuous and measurable process. Relevant information security risks are treated so that they are mitigated, avoided, or accepted. When mitigating, we seek to reduce the likelihood of damage to our assets and business impact whenever possible. Information security risks are periodically reported to the Cybersecurity Management, for the responsible Head, and the Company’s Senior Management. Furthermore, relevant information security incidents are also reported to the same responsible parties and, when applicable, to the Competent Authorities within the established deadline. Our business strategy, operational results, and financial situation have not been materially affected by information security risk or incident, including previous information security incidents. We cannot provide assurance that they will not be affected in the future by such risks and any future incidents. Governance Head of Technology The Head of Technology is primarily responsible for overseeing cybersecurity threat-related risks through the specific Cybersecurity management, and always connects with the Company's corporate risks. The Head of Technology has 30 years of experience in information technology, business management, operations and logistics acquired through the leadership of projects and in different types of industries such as consumer goods, electronics, metallurgy, steelmaking, and petrochemicals during 16 years of consulting, and 14 years at a global mining company. At Suzano, she leads a robust Information Technology team, where one of the managements is responsible for Cybersecurity. In the position of Cybersecurity Manager, we have a leader with expertise in the subject and over 14 years of experience in Cybersecurity, having led the topic in various industries. To fulfill this responsibility, it is equipped with information from established information security processes and controls, periodically reporting strategic indicators to the security committee, and to the audit and executive committees as requested. Management We have an internally formalized process, based on the ISO 27005 framework, that defines the management of cybersecurity risks, aiming to identify, monitor, and communicate information security risks that may impact the business through a systematic approach and a continuous process, monitoring and, whenever possible, reducing the likelihood of causing any type of damage to our assets. Risks are periodically reported to management, as well as relevant information security incidents. 123
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Table of Contents Board Cybersecurity is periodically on the agenda of our Board of Directors, in addition to specific Cyber Committees within the company alongside executives. There is monitoring and reporting to the company's Audit team and Corporate Risk team, where Cybersecurity is also overseen by the Board on their respective agendas. 124
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Table of Contents PART III ITEM 17. FINANCIAL STATEMENTS Not applicable. ITEM 18. FINANCIAL STATEMENTS See pages F-1 through F-103, included herein. ITEM 19. EXHIBITS No. Description 1.1 Bylaws of Suzano, dated as of September 30, 2024. 2.1 Description of Securities. 3.1 English translation of the Suzano Shareholders’ Agreement dated as of September 28, 2017, as amended, by and among the Suzano Controlling Shareholders (incorporated by reference to Exhibit 10.2 of Registration Statement on Form F-4 filed with the Securities and Exchange Commission on August 6, 2018 (File No. 333-226596)). 3.2 English translation of the Suzano Share Transfer Agreement dated as of September 28, 2017, as amended, by and among certain of the controlling shareholders of Suzano (incorporated by reference to Exhibit 10.3 of Registration Statement on Form F-4 filed with the Securities and Exchange Commission on August 6, 2018 (File No. 333-226596)). 8.1 List of Subsidiaries. 11.1 Insider trading policy 11.2 Code of Conduct. (incorporated by reference to Exhibit 11.1 of Registration Statement on Form 20-F filed with the Securities and Exchange Commission on April 26, 2024 (File No. 001-38755)). 12.1 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1 Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. † 17.1 List of Subsidiary Issuers and Guarantor of U.S. Registered Securities 97 Clawback Policy (incorporated by reference to Exhibit 11.1 of Registration Statement on Form 20-F filed with the Securities and Exchange Commission on April 26, 2024 (File No. 001-38755)). 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File. Formatted in Inline XBRL and contained in exhibit 101. † This certification will not be deemed “filed” for purposes of Section 18 of the Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. The amount of our long-term debt securities or our subsidiaries authorized under any individual outstanding agreement does not exceed 10% of our total assets on a consolidated basis. We hereby agree to furnish the SEC, upon its request, a copy of any instruments defining the rights of holders of our long-term debt or of our subsidiaries for which consolidated or unconsolidated financial statements are required to be filed. 125
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Table of Contents SIGNATURES The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of São Paulo, on April 28, 2025. Suzano S.A. By: /s/ João Alberto Fernandez de Abreu Name: João Alberto Fernandez de Abreu Title: Chief Executive Officer By: /s/ Marcos Moreno Chagas Assumpção Name: Marcos Moreno Chagas Assumpção Title: Chief Financial and Investor Relations Officer 126
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Table of Contents Report of independent registered public accounting firm To the Board of Directors and Shareholders of Suzano S.A. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Suzano S.A. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of income (loss), comprehensive income (loss), changes in equity and cash flow for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. F-1
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Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. • Valuation of biological assets As described in Notes 3.2.15 and 13 to the consolidated financial statements, the Company’s consolidated biological assets balance as of December 31, 2024, of R$ 22,283,001 thousand, are measured at fair value less costs necessary to prepare the assets for their intended use or sale. The fair value is estimated by management using a discounted cash flow model. Management’s cash flow projections included significant judgments and assumptions including average sale price of eucalyptus in different regions and the average annual forests growth (IMA) of biological assets. The principal considerations for our determination that performing procedures relating to the valuation of biological assets is a critical audit matter are (i) there was a high degree of auditor subjectivity in applying our procedures relating to the fair value measurement of the biological assets due to the significant amount of judgment required by management when developing these estimates; (ii) significant audit effort was required in assessing the significant assumptions relating to average annual forests growth (IMA) and average sale price of eucalyptus in different regions; and (iii) professionals with specialized skill and knowledge were used to assist in performing these procedures and evaluating the audit evidence obtained regarding the estimated discount cash flow model and discount rate. F-2
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Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the completeness of data and the model used to measure the fair value of the biological assets. Our procedures also included testing management’s process for developing the fair value estimate; evaluating the appropriateness of the discounted cash flow model; testing the completeness, accuracy, and relevance of underlying data used in the model; and evaluating the significant assumptions used by management, related to the average annual forests growth (IMA) and the average eucalyptus sale price. In evaluating management’s assumptions relating to average annual forests growth (IMA) and average eucalyptus sale price involved evaluating whether the assumptions used by management were reasonable considering; (i) the consistency with external market and industry data; (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit and (iii) the disclosure requirements established by the accounting standard were met. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the discount rate. • Tax and social security judicial liabilities and uncertainty over income tax treatments As described in Notes 3.2.19, 3.2.22 and 20 to the consolidated financial statements, as of December 31, 2024, the Company’s consolidated provision for judicial liabilities relating to tax and social security of R$ 2,335,662 thousand (net of judicial deposits) and discloses those that are not probable that a loss will be incurred , in the total amount of R$ 9,837,082 thousand. The Company recognizes liabilities in the consolidated financial statements for the resolution of pending litigation when management determines that a loss is probable, and the amount of the loss can be reasonably estimated. No liability for an estimated loss is accrued in the consolidated financial statements for unfavorable outcomes when, after assessing the information available, (i) management concludes that it is not probable that a loss will be incurred in any of the pending litigation; or (ii) management is unable to estimate the loss for any of the pending matters. The principal considerations for determining that performing procedures relating to judicial liabilities relating to tax, social security and uncertainty over income tax treatments is a critical audit matter are (i) the use of significant judgment by management when assessing the likelihood of a loss being incurred; and (ii) when determining whether a reasonable estimate of the loss for each claim can be made, which in turn led to a high degree of auditor judgment and effort in evaluating management’s assessment of the loss contingencies associated with litigation claims. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s evaluation of tax, social security litigation claims and uncertainty over income tax treatments, including controls over determining whether a loss is probable and whether the amount of loss can be reasonably estimated. These procedures also included, among others, obtaining and evaluating the letters of audit inquiry with internal and external legal counsel, evaluating the reasonableness of management’s assessment regarding whether an unfavorable outcome is reasonably possible or probable and reasonably estimable, and evaluating the sufficiency of the Company’s litigation contingency disclosures. Professionals with specialized skill and knowledge were used to assist in the evaluation of the likelihood of loss being incurred. /s/ PricewaterhouseCoopers Auditores Independentes Ltda. São Paulo, Brazil February 12, 2025 We have served as the Company’s auditor since 2017. F-3
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Table of Contents MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Suzano S.A. and subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. The Company’s internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Statutory Audit Committee, the Company’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with and in compliance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. The Company’s internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with and in compliance with the International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, is based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting is effective. PricewaterhouseCoopers Auditores Independentes Ltda., an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as stated in their report as of December 31, 2024, which is included herein. São Paulo, February 12, 2025. Suzano S.A. By: /s/ João Alberto Fernandez de Abreu Name: João Alberto Fernandez de Abreu Title: Chief Executive Officer By: /s/ Marcos Moreno Chagas Assumpção Name: Marcos Moreno Chagas Assumpção Title: Chief Financial and Investor Relations Officer F-4
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Table of Contents INDEX MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING 4 CONSOLIDATED BALANCE SHEET 1 CONSOLIDATED STATEMENTS OF INCOME (LOSS) 3 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 4 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 5 CONSOLIDATED STATEMENTS OF CASH FLOW 6 1 COMPANY’S OPERATIONS 7 2 BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS 12 3 SUMMARY OF MATERIAL ACCOUNTING POLICIES 13 4 FINANCIAL INSTRUMENTS AND RISKS MANAGEMENT 28 5 CASH AND CASH EQUIVALENTS 48 6 MARKETABLE SECURITIES 48 7 TRADE ACCOUNTS RECEIVABLE 49 8 INVENTORIES 50 9 RECOVERABLE TAXES 51 10 ADVANCES TO SUPPLIERS 52 11 RELATED PARTIES 52 12 INCOME AND SOCIAL CONTRIBUTION TAXES 54 13 BIOLOGICAL ASSETS 59 14 INVESTMENTS 61 15 PROPERTY, PLANT AND EQUIPMENT 62 16 INTANGIBLE 64 17 TRADE ACCOUNTS PAYABLE 65 18 LOANS, FINANCING AND DEBENTURES 66 19 LEASES 70 20 PROVISION FOR JUDICIAL LIABILITIES 71 21 EMPLOYEE BENEFIT PLANS 77 22 SHARE-BASED COMPENSATION PLAN 79 23 LIABILITIES FOR ASSETS ACQUISITIONS AND SUBSIDIARIES 81 24 SHAREHOLDERS’ EQUITY 82 25 EARNINGS (LOSS) PER SHARE 86 26 NET FINANCIAL RESULT 87 27 NET SALES 87 28 SEGMENT INFORMATION 88 29 INCOME (EXPENSES) BY NATURE 91 30 INSURANCE COVERAGE 91 F-i
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Table of Contents CONSOLIDATED BALANCE SHEET Note 12/31/2024 12/31/2023 ASSETS CURRENT Cash and cash equivalents 5 9,018,818 8,345,871 Marketable securities 6 12,971,547 12,823,886 Trade accounts receivable 7 9,132,860 6,848,454 Inventories 8 7,962,324 5,946,948 Recoverable taxes 9 1,109,619 888,539 Derivative financial instruments 4.5 1,006,427 2,676,526 Advances to suppliers 10 92,133 113,743 Other assets 889,232 925,105 Total current assets 42,182,960 38,569,072 NON-CURRENT Marketable securities 6 391,964 443,400 Recoverable taxes 9 1,179,125 1,373,647 Deferred taxes 12 7,984,015 545,213 Derivative financial instruments 4.5 2,880,673 1,753,928 Advances to suppliers 10 2,503,537 2,242,229 Judicial deposits 487,993 361,693 Other assets 156,880 182,463 Biological assets 13 22,283,001 18,278,582 Investments 14 1,816,923 608,013 Property, plant and equipment 15 64,986,040 59,289,069 Right of use 19.1 5,180,691 5,196,631 Intangible 16 13,902,303 14,749,085 Total non-current assets 123,753,145 105,023,953 TOTAL ASSETS 165,936,105 143,593,025 F-1
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Table of Contents CONSOLIDATED BALANCE SHEET Note 12/31/2024 12/31/2023 LIABILITIES CURRENT Trade accounts payable 17 6,033,285 5,572,219 Loans, financing and debentures 18 10,501,387 4,758,247 Lease liabilities 19 872,228 753,399 Derivative financial instruments 4.5 2,760,273 578,763 Taxes payable 363,715 443,454 Payroll and charges 1,232,971 766,905 Liabilities for assets acquisitions and subsidiaries 23 21,166 93,405 Dividends and interest on own capital payable 2,200,917 1,316,528 Advances from customers 145,200 172,437 Other liabilities 346,796 339,683 Total current liabilities 24,477,938 14,795,040 NON-CURRENT Loans, financing and debentures 18 90,934,144 72,414,445 Lease liabilities 19 6,100,687 5,490,383 Derivative financial instruments 4.5 7,694,547 1,857,309 Liabilities for assets acquisitions and subsidiaries 23 99,324 93,782 Provision for judicial liabilities 20 2,926,750 2,860,409 Employee benefit plans 21 721,560 833,683 Deferred taxes 12 12,596 11,377 Share-based compensation plans 22 361,974 268,489 Advances from customers 74,715 74,715 Other liabilities 116,295 83,093 Total non-current liabilities 109,042,592 83,987,685 TOTAL LIABILITIES 133,520,530 98,782,725 SHAREHOLDERS’ EQUITY 24 Share capital 19,235,546 9,235,546 Capital reserves 60,226 26,744 Treasury shares (1,339,197) (1,484,014) Profit reserves 12,978,898 35,376,198 Other reserves 1,348,796 1,538,296 Controlling shareholders' 32,284,269 44,692,770 Non-controlling interest 131,306 117,530 Total equity 32,415,575 44,810,300 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 165,936,105 143,593,025 F-2
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Table of Contents CONSOLIDATED STATEMENTS OF INCOME (LOSS) Note 12/31/2024 12/31/2023 12/31/2022 NET SALES 27 47,403,282 39,755,575 49,830,946 Cost of sales 29 (27,401,527) (25,076,675) (24,821,288) GROSS PROFIT 20,001,755 14,678,900 25,009,658 OPERATING INCOME (EXPENSES) Selling 29 (2,938,547) (2,596,377) (2,483,194) General and administrative 29 (2,619,844) (1,923,228) (1,709,767) Income/(expense) from associates and joint ventures14 (13,845) (19,379) 284,368 Other operating (expenses) income, net 29 1,261,573 2,076,372 1,121,716 OPERATING PROFIT BEFORE NET FINANCIAL INCOME 15,691,092 12,216,288 22,222,781 NET FINANCIAL INCOME (EXPENSES) 26 Financial expenses (5,541,903) (4,659,162) (4,590,370) Financial income 1,737,434 1,825,649 967,010 Derivative financial instruments, net (9,112,683) 5,526,714 6,761,567 Monetary and exchange variations, net (15,884,993) 3,087,727 3,294,593 NET INCOME (LOSS) BEFORE TAXES (13,111,053) 17,997,216 28,655,581 Income and social contribution taxes Current 12 (1,365,599) (395,392) (510,896) Deferred 12 7,431,946 (3,495,443) (4,749,798) NET INCOME (LOSS) FOR THE YEAR (7,044,706) 14,106,381 23,394,887 Attributable to Controlling shareholders’ (7,074,198) 14,084,848 23,381,617 Non-controlling interest 29,492 21,533 13,270 Earnings (loss) per share Basic 25.1 (5.59313) 10.85794 17.57724 Diluted 25.2 (5.59313) 10.85387 17.57305 F-3
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Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 12/31/2024 12/31/2023 12/31/2022 Net income (loss) for the year (7,044,706) 14,106,381 23,394,887 Other comprehensive income (loss) Fair value investments in equity measured at fair value through other comprehensive income (362,797) (1,311) (3,441) Tax effect on the fair value of investments (1,434) 446 1,170 Actuarial gain (loss) on post-employment plans of subsidiaries5,430 (480) (9,499) Tax effect of the actuarial (gain) loss (1,846) 163 3,260 Actuarial gain (loss) on post-employment plans of parent company132,344 (128,047) (3,182) Tax effect of the actuarial (gain) loss (44,997) 43,536 1,082 Items with no subsequent effect on income (loss) (273,300) (85,693) (10,610) Exchange rate variations on conversion of financial information of the subsidiaries abroad 163,185 4,707 (16,035) Realization of exchange variation on investments abroad 471 (235,737) Items with subsequent effect on income (loss) 163,185 5,178 (251,772) Total comprehensive income (loss) (7,154,821) 14,025,866 23,132,505 Attributable to Controlling shareholders’ (7,184,313) 14,004,333 23,119,235 Non-controlling interest 29,492 21,533 13,270 (1) Includes the acquisition of the equity interest in Lenzing Aktiengesellschaft (note 1.2.5). (1) F-4
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Table of Contents CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
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Attributable to controlling shareholders’ Share capital Capital reserves Profit reserves Share Capital Share issuance costs Stock options granted Treasury shares Tax incentives Legal Reserve Capital increase reserve Special statutory reserve Investment reserve Dividends proposed Other reserves Retained earnings (losses) Total Non- controlling interest Total equity Balances at December 31, 2021 9,269,281 (33,735) 15,455 (218,265) 812,909 235,019 2,513,663 279,344 86,889 2,114,907 15,075,467 99,663 15,175,130 Total comprehensive income Net income for the year 23,381,617 23,381,617 13,270 23,394,887 Other comprehensive income (loss) for the year (262,382) (262,382) (262,382) Transactions with shareholders Stock options granted (Note 23) 5,335 5,335 5,335 Shares granted (Note 23) (2,365) 2,365 Share repurchase (1,904,424) (1,904,424) (1,904,424) Unclaimed dividends forfeited 2,308 2,308 2,308 Proposed additional dividend payment (719,903) (80,000) (799,903) (799,903) Payment of supplementary dividends (97) (86,889) (86,986) (86,986) Proposed minimum mandatory dividends (2,256,367) (2,256,367) (2,256,367) Additional proposed dividend (93,633) (93,633) (93,633) Fair value attributable to non-controlling interest (7,600) (7,600) Internal changes in equity Constitution of reserves 66,871 1,169,080 17,937,885 1,993,098 (21,166,934) Reversal of the tax incentive reserve (502) 502 Realization of deemed cost, net of taxes (133,009) 133,009 Balances at December 31, 2022 9,269,281 (33,735) 18,425 (2,120,324) 879,278 1,404,099 19,732,050 2,192,442 1,719,516 33,061,032 105,333 33,166,365 Total comprehensive income Net income for the year 14,084,848 14,084,848 21,533 14,106,381 Other comprehensive income (loss) for the year (80,515) (80,515) (80,515) Transactions with shareholders Stock options granted (Note 22) 8,319 8,319 8,319 Shares vested (Note 20.1.2 e 21) Share repurchase (Note 24.5) (880,914) (880,914) (880,914) Unclaimed dividends forfeited (Note 24.5) 1,517,224 (1,517,224) Interest on own capital (1,500,000) (1,500,000) (1,500,000) Fair value attributable to non-controlling interest (9,336) (9,336) Internal changes in equity Constitution of reserves (Note (24.6) 118,959 443,010 10,911,226 1,212,358 (12,685,553) Constitution of investment reserve (Note 24.3) (14,972,324) 14,972,324 Realization of deemed cost, net of taxes (100,705) 100,705 Balancesat
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aa ces at December 31, 2023 9,269,281 (33,735) 26,744 (1,484,014) 998,237 1,847,109 15,670,952 1,887,576 14,972,324 1,538,296 44,692,770 117,530 44,810,300 Total comprehensive income Net income (loss) for the year (7,074,198) (7,074,198) 29,492 (7,044,706) Other comprehensive loss for the year (110,115) (110,115) (110,115) Transactions with shareholders Stock options granted (Note 22.2) 81,276 81,276 81,276 Stock options exercised (Notes 22.2 e 24.5) (47,794) 47,794 Shares repurchased (Note 24.5) (2,806,764) (2,806,764) (2,806,764) Unclaimed dividends forfeited 1,300 1,300 1,300 Treasury shares canceled (Note 24.2) 2,903,787 (2,863,320) (40,467) Interest on own capital (Note 1.2.8) (2,500,000) (2,500,000) (2,500,000) Non-controlling interest from business combinations (15,716) (15,716) Loss absorption (Note 24.3) (7,315,184) 7,315,184 Internal changes in equity Capital increase reserve (Note 1.2.4) 10,000,000 (10,000,000) Constitution of reserves (Note 24.3.2) 321,671 (321,671) Realization of deemed cost, net of taxes (79,385) 79,385 Balances at December 31, 2024 19,269,281 (33,735) 60,226 (1,339,197) 1,319,908 1,847,109 2,807,632 1,847,109 5,157,140 1,348,796 32,284,269 131,306 32,415,575 F-5
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Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOW 12/31/2024 12/31/2023 12/31/2022 OPERATING ACTIVITIES Net income (loss) for the year (7,044,706) 14,106,381 23,394,887 Adjustment to Depreciation, depletion and amortization 8,874,931 6,999,839 7,206,125 Depreciation of right of use (Note 19.1) 349,064 321,271 231,966 Sublease of ships (11,314) Interest expense on lease liabilities (Note 19.2) 451,148 441,596 433,613 Result from sale and disposal of property, plant and equipment, intangible and biological assets, net (Note 29) 163,033 331,285 509 Income (expense) from associates and joint ventures (Note 14) 13,845 19,379 (284,368) Exchange rate and monetary variations, net (Note 26) 15,884,993 (3,087,727) (3,294,593) Interest expenses on financing, loans and debentures (Note 26) 5,413,707 4,797,094 4,007,737 Capitalized loan costs (Note 26) (959,968) (1,160,364) (359,407) Accrual of interest on marketable securities (1,254,424) (1,352,522) (707,211) Amortization of transaction costs, premium and discounts (Note 26) 80,099 67,353 69,881 Derivative gains (loss), net (Note 26) 9,112,683 (5,526,714) (6,761,567) Fair value adjustment of biological assets (Note 13) (1,431,530) (1,989,831) (1,199,759) Deferred income tax and social contribution (Note 12.2) (7,431,946) 3,495,443 4,749,798 Interest on actuarial liabilities and cost of current service (Note 21.2) 75,850 69,231 59,258 Provision for judicial liabilities, net (Note 20.1) 138,318 139,934 88,198 Provision for doubtful accounts, net (Note 7.3) 2,585 35,202 1,652 Provision for inventory losses, net (Note 8.1) 77,353 31,419 56,060 Provision for loss of ICMS credits, net (Note 9.1) 130,727 348,628 58,003 Other 69,535 66,938 4,118 Decrease (increase) in assets Trade accounts receivable (808,785) 2,155,448 (3,267,356) Inventories (863,648) (48,673) (967,995) Recoverable taxes (95,411) (666,681) (381,408) Other assets 6,185 328,800 (95,382) Increase (decrease) in liabilities Trade accounts payable 2,164,832 463,003 1,533,118 Taxes payable 296,169 329,556 422,591 Payroll and charges 364,817 73,096 83,742 Other liabilities (27,706) (277,538) (9,007) Cash generated from operations 23,751,750 20,510,846 25,061,889 Payment of interest on financing, loans and debentures (Note 18.3) (5,241,389) (4,728,998) (4,019,072) Capitalized loan costs paid 959,968 1,160,364 359,407 Interest received on marketable securities 1,500,437 681,268 544,849 Payment of income taxes (366,339) (308,002) (306,453) Cash provided by operating activities 20,604,427 17,315,478 21,640,620 INVESTING ACTIVITIES Additions to property, plant and equipment (Note 15) (9,190,589) (11,674,183) (9,791,238) Additions to intangible (Note 16) (162,042) (104,931) (90,499) Additions to biological assets (Note 13) (7,180,450) (5,777,952) (4,957,380) Proceeds from sales of property, plant and equipment and biological assets 167,983 183,576 251,183 Capital increase in affiliates (Note 14.3) (41,281) (48,462) (67,020) Marketable securities, net 205,954 (5,296,370) 67,426 Advances for acquisition of wood from operations with development and partnerships (294,952) (690,908) (355,362) Dividends received 44,789 6,604 Asset acquisition (Notes 1.2.6 and 1.2.7) (2,595,974) (1,615,140) (2,090,062) Acquisition of subsidiaries (1,060,718) Acquisition of other investments (1,440,503) Net cash from acquisition of subsidiaries (note 1.2.6) 19,113 5,002 10,590 Cash used in investing activities (20,512,741) (26,035,297) (17,015,758) FINANCING ACTIVITIES Proceeds from loans, financing and debentures (Note 18.3) 15,692,905 10,944,794 1,335,715 Proceeds (payments) from derivative transactions (Note 4.5.4) (550,581) 3,559,286 282,225 Payment of loans, financing and debentures (Note 18.3) (9,410,807) (4,296,447) (2,517,934) Payment of leases (Note 19.2) (1,325,398) (1,218,399) (1,044,119) Payment of interest on own capital and dividends (1,624,653) (192,532) (4,150,782) Liabilities for assets acquisitions and subsidiaries (58,467) (116,924) (107,888) Shares repurchased (Note 24.5) (2,806,764) (880,914) (1,904,424) Cash provided (used) by financing activities (83,765) 7,798,864 (8,107,207) EXCHANGE VARIATION ON CASH AND CASH EQUIVALENTS 665,026 (239,125) (602,480) Increase (Decrease) in cash and cash equivalents, net 672,947 (1,160,080) (4,084,825) At the beginning of the year 8,345,871 9,505,951 13,590,776 At the end of the year 9,018,818 8,345,871 9,505,951 Increase (Decrease) in cash and cash equivalents, net 672,947 (1,160,080) (4,084,825) F-6
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Table of Contents . 1 COMPANY’S OPERATIONS Suzano S.A. (“Suzano”) and its subsidiaries (collectively the “Company”) is a public company with its headquarters in Brazil, at Avenida Professor Magalhães Neto, No. 1,752 - 10 floor, rooms 1010 and 1011, Bairro Pituba, in the city of Salvador, State of Bahia, and its main business office in the city of São Paulo. Suzano’s shares are traded on B3 S.A. (“Brasil, Bolsa, Balcão - “B3”), listed in the New Market under the ticker SUZB3, and its American Depositary Receipts (“ADRs”) in a ratio of 1 (one) per common share, Level II, are traded in the New York Stock Exchange (“NYSE”) under the ticker SUZ. The Company has 16 industrial units, 14 located in Brazil in the cities of Cachoeiro de Itapemirim and Aracruz (Espírito Santo State), Belém (Pará State), Eunápolis and Mucuri (Bahia State), Maracanaú (Ceará State), Imperatriz (Maranhão State), Jacareí, Limeira, Mogi das Cruzes and two units in Suzano (São Paulo State) and Três Lagoas and Ribas do Rio Pardo (Mato Grosso do Sul State) and two units in United States located in the cities of Pine Bluff (Arkansas) and Waynesville (North Carolina). Additionally, it has seven technology centers, four located in Brazil, one in Canada, one in China and one in Israel, 28 distribution centers and four ports, all located in Brazil. These units produce hardwood pulp from eucalyptus, coated paper, paperboard, uncoated paper and cut size paper and packages of sanitary paper (consumer goods - tissue) to serve the domestic and foreign markets. Pulp and paper are sold in foreign markets by Suzano, as well as through its wholly-owned subsidiaries and/or its sales offices in Argentina, Austria, China, Ecuador, United States of America and Singapore. The Company's operations also include the commercial management of eucalyptus forest for its own use, operation of port terminals, and holding of interests, as a partner or shareholder, in other companies or enterprises, and commercialization of electricity generated from its pulp production process. The Company is controlled by Suzano Holding S.A., through a voting agreement whereby it holds 49.25% of the common shares of its share capital. These financial statements were authorized by the Board of Directors on February 12, 2025. th F-7
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Table of Contents 1.1 Equity interests The Company holds equity interests in the following entities: % equity interest Entity/Type of investment Main activity Country 12/31/2024 12/31/2023 Consolidated F&E Tecnologia do Brasil S.A. (Direct) Biofuel production, except alcohol Brazil 100.00 % 100.00 % Fibria Celulose (USA) Inc. (Direct) Business office United States of America 100.00 % 100.00 % Fibria Overseas Finance Ltd. (Direct) Financial fundraising Cayman Island 100.00 % Fibria Terminal de Celulose de Santos SPE S.A. (Direct) Port operations Brazil 100.00 % 100.00 % FuturaGene Ltd. Biotechnology research and development England 100.00 % 100.00 % FuturaGene Delaware Inc. (Indirect) Biotechnology research and development United States of America 100.00 % 100.00 % FuturaGene Israel Ltd. (Indirect) Biotechnology research and development Israel 100.00 % 100.00 % FuturaGene Inc. (Indirect) Biotechnology research and development United States of America 100.00 % 100.00 % Maxcel Empreendimentos e Participações S.A. (Direct)Holding Brazil 100.00 % 100.00 % Itacel - Terminal de Celulose de Itaqui S.A. (Indirect) Port operations Brazil 100.00 % 100.00 % Mucuri Energética S.A. (Direct) Power generation and distribution Brazil 100.00 % 100.00 % Paineiras Logística e Transportes Ltda. (Direct) Road freight transport Brazil 100.00 % 100.00 % Portocel - Terminal Espec. Barra do Riacho S.A. (Direct) Port operations Brazil 51.00 % 51.00 % Projetos Especiais e Investimentos Ltda. (Direct) Commercialization of equipment and parts Brazil 100.00 % 100.00 % SFBC Participações Ltda. (Direct) Packaging production Brazil 100.00 % 100.00 % Stenfar S.A. Indl. Coml. Imp. Y. Exp. (Direct) Commercialization of paper and computer materialsArgentina 100.00 % 100.00 % Suzano Austria GmbH. (Direct) Business office Austria 100.00 % 100.00 % Suzano Canada Inc. (Direct) Lignin research and development Canada 100.00 % 100.00 % Suzano Ecuador S.A.S. (Direct) Business office Ecuador 100.00 % 100.00 % Suzano Finland Oy (Direct) Industrialization and commercialization of cellulose, microfiber cellulose and paper Finland 100.00 % 100.00 % Suzano International Finance B.V (Direct) Financial fundraising Netherlands 100.00 % 100.00 % Suzano International Holding B.V. (Direct) Holding Netherlands 100.00 % 100.00 % Suzano International Trade GmbH. (Direct) Business office Austria 100.00 % 100.00 % Suzano Packaging LLC (Indirect) Production of coated and uncoated paperboard, used in the production of Liquid Packaging Board and CupstockUnited States of America 100.00 % Suzano Material Technology Development Ltd. (Direct) Biotechnology research and development China 100.00 % 100.00 % Suzano Netherlands B.V. (Direct) Financial fundraising Netherlands 100.00 % 100.00 % Suzano Operações Industriais e Florestais S.A. (Direct)Industrialization, commercialization and exporting of pulpBrazil 100.00 % 100.00 % Suzano Pulp and Paper America Inc. (Direct) Business office United States of America 100.00 % 100.00 % Suzano Pulp and Paper Europe S.A. (Direct) Business office Switzerland 100.00 % 100.00 % Suzano Shanghai Ltd. (Direct) Business office China 100.00 % 100.00 % Suzano Shanghai Trading Ltd. (Direct) Financial fundraising China 100.00 % 100.00 % Suzano Singapura Pte. Ltd (Direct) Business office Singapore 100.00 % 100.00 % Suzano Trading International KFT(Direct) Business office Hungary 100.00 % 100.00 % Suzano Ventures LLC (Direct) Corporate venture capital United States of America 100.00 % 100.00 % (1) (3) F-8
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Table of Contents % equity interest Entity/Type of investment Main activity Country 12/31/2024 12/31/2023 Joint operation Veracel Celulose S.A. (Direct) Industrialization, commercialization and exporting of pulpBrazil 50.00 % 50.00 % Equity Biomas Serviços Ambientais, Restauração e Carbono S.A. (Direct)Restoration, conservation and preservation of forestsBrazil 16.66 % 16.66 % Ensyn Corporation (Direct) Biofuel research and development United States of America 24.80 % 25.53 % F&E Technologies LLC (Direct/Indirect) Biofuel production, except alcohol United States of America 50.00 % 50.00 % Ibema Companhia Brasileira de Papel (Direct) Industrialization and commercialization of paperboardBrazil 49.90 % 49.90 % Simplifyber, Inc (Indirect) Production of consumer goods through the transformation of cellulose-based liquids United States of America 13.91 % Spinnova Plc (Direct) (“Spinnova”) Research of sustainable raw materials for the textile industryFinland 18.77 % 18.78 % Woodspin Oy (Direct/Indirect) (“Woodspin”) Development and production of cellulose-based fibers, yarns and textile filaments Finland 50.00 % 50.00 % Fair value through other comprehensive income Bem Agro Integração e Desenvolvimento S.A. (Indirect) Software solutions based on artificial intelligence and computer vision for agribusiness Brazil 5.82 % Celluforce Inc. (Direct) Nanocrystalline pulp research and developmentCanada 8.28 % 8.28 % Lenzing Aktiengesellschaft (Indirect) Production of wood-based cellulose fibers Austria 15.00 % Nfinite Nanotechnology Inc. (Indirect) Research and development of smart nanocoatingsCanada 5.00 % (1) On March 27, 2024, the entity was liquidated. (2) On March 8, 2024, Suzano Ventures LLC acquired an equity interest in the legal entity Nfinite Nanotechnology Inc., which is an associate of Suzano S.A. (3) On July 9, 2024, establishment of legal entity with is a subsidiary of Suzano S.A (4) On July 19, 2024, Suzano Ventures LLC acquired an equity interest in the legal entity Bem Agro Integração e Desenvolvimento S.A., which is an associate of Suzano S.A. (5) On August 30, 2024, Suzano International Trade GmbH acquired an equity interest in the legal entity Lenzing Aktiengesellschaft (note 1.2.5), which is an associate of Suzano S.A. (6) On December 13, 2024, Suzano Ventures LLC acquired an equity interest in the legal entity Simplifyber, Inc., which is an associate of Suzano S.A. (7) On July 30, August 30 and December 31, 2024, there was a change in the percentage of participation due to the dilution of shares. 1.2 Major events in the year 1.2.1 Effects of the war between Russia and Ukraine, and Middle East conflict The Company has continuously monitored the impacts of the current war between Russia and Ukraine, and the Middle East conflict, both direct and indirect, on society, the economy and markets (global and domestic), with the objective of evaluating possible impacts and risks for the business. The Company's assessment has covered five main areas: (i) Personnel: Suzano has local employees and facilities in the city of Rehovot in Israel, through its subsidiary, FuturaGene Israel Ltd. The Company continuously monitors the situation. In the context of the conflict between Russia and Ukraine, Suzano does not have employees or facilities of any kind in locations related to the conflict. (ii) Supply Chain: the Company did not identify any short-term or long-term risk of possible interruptions or shortages of materials for its industrial and forestry activities. So far, the only effects observed have been greater volatility in commodities and energy prices. (7) (6) (4) (5) (2) F-9
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Table of Contents (iii) Logistics: internationally, there was no relevant change in the Company’s logistical operations, with all the routes used remaining substantially unchanged and the moorings in the planned locations being maintained. At the domestic level, no changes in logistical flows were identified. (iv) Commercial: to date, the Company has continued with its transactions as planned, maintaining service to its customers in all its sectors of activity. Sales to a few customers located in Russia were suspended, without any significant financial impact. (v) Continuity of operations: The conflict in Israel may result in disruptions to biotechnology research and development operations at FuturaGene Israel Ltd. As a result of the current scenario, the Company has taken steps to expand its monitoring of the situation, together with its main stakeholders, in order to ensure any updates and information flows required for its global decision-making are available in a timely manner. 1.2.2 Cerrado Project On July 21, 2024, the Cerrado Project started its operation. The plant has a nominal capacity of 2,550,000 tons of eucalyptus pulp production per year. The total investment is R$22,200,000, with substantial payments during the years of 2021 to 2025. 1.2.3 Cancellation of shares and new share buyback program On January 26, 2024, the Board of Directors approved the cancellation of 20,000,000 common shares, with an average cost of R$42.69 per share, in the amount of R$853,725, which were held in treasury, without changing the share capital and against the balances of retained earnings reserves available. Additionally, on August 9, 2024, the Board of Directors approved the cancellation of an additional 40,000,000 common shares, with an average cost of R$51.25 per share, valued at R$2,050,062, which were held in treasury, without changing the share capital and against the balances of available profit reserves. After the cancellation of the shares and the events listed in the note 1.2.4, the share capital of R$19,269,281 is divided into 1,264,117,615 common shares, all nominative, book-entry and with no par value. On the same date, the Company approved a new share buyback program, in which it may acquire up to a maximum of 40,000,000 common shares of its own issue with a maximum period of 18 months, which will end on February 9, 2026. 1.2.4 Share capital increase On April 25, 2024, the Board of Directors approved the increase in the Company's share capital, in the amount of R$10,000,000, without the issuance of new shares, pursuant to article 169, paragraph 1, of the Brazilian Corporation Law, to be paid in through the capitalization of the balance of the Capital Increase Reserve, pursuant to Article 199 of the Brazilian Corporation Law. 1.2.5 Acquisition of equity interest in a specialty fibers business On August 30, 2024, the Company acquired from B & C Alpha Zweite Holding GmbH & Co KG (“B&C”) 5,792,727 shares which represents 15% of the issued share capital of Lenzing Aktiengesellschaft (“Lenzing”), the “Lenzing Transaction”. The Lenzing Transaction was completed after all precedent conditions were fulfilled. The fair value of the cash consideration transferred was EUR 229,971 (equivalent to R$1,436,814), at a price of EUR 39.70 per share. The main terms and conditions of the Lenzing Transaction are: (i) the right of Suzano to hold two out of ten seats on Lenzing’s Supervisory Board; and F-10
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Table of Contents (ii) Suzano has a right to alter the controlling position by acquiring an additional 15% of the shares held by B&C as part of a mandatory takeover offer to be made by Suzano for all shares of Lenzing under Austrian Takeover Law at a price to be set in accordance with the requirements of the Austrian Takeover Law. Such right can be exercised by Suzano as from the day after the first anniversary of closing until the end of 2028; Management assessed the Lenzing Transaction in accordance with CPC 18 (R3)/ IAS 28 and even though Suzano has two seats on Lenzing’s Supervisory Board, it was concluded that Suzano does not have significant influence over Lenzing since it has no power to participate in decision making, policy making and decisions about dividends or other distributions. Therefore, the investment was recorded at fair value through other comprehensive income (FVOCI), in accordance with CPC 48/IFRS 9 Financial Instruments. 1.2.6 Share purchase agreement - Timber On July 31, 2024, the Company concluded the transaction to purchase 100% of the share capital of the Timber VII SPE S.A. and Timber XX SPE S.A. (the "Timber Transaction"), after completion of all precedent conditions. The fair value of consideration transferred in cash was R$2,143,821. Considering the characteristics of the assets (substantially land and biological assets), the Company elected to apply the optional concentration test to identify a concentration of fair value under paragraph B7A of IFRS 3 and therefore the Timber Transaction was accounted for as an asset acquisition. The impact of this acquisition is reflected in the line-item asset acquisition, net of cash, in the consolidated statement of cash flow. The cash of these companies was R$19,113. On September 30, 2024, these companies were merged to the Company. The merger did not result in a capital increase, given that the Company already held, directly or indirectly, 100% of the share capital of these companies. 1.2.7 Acquisition of Pactiv Evergreen Inc. assets On October 1, 2024, the Company, through its indirect subsidiary Suzano Packaging LLC, acquired the inventories and property, plant and e equipment comprising the integrated coated and uncoated paperboard manufacturing plants, used for the production of Liquid Packaging Board and Cupstock, located in the cities of Pine Bluff – Arkansas and Waynesville – North Carolina, both in the United States of America, previously owned by Pactiv Evergreen Inc. ("Pactiv Transaction"). The "Pactiv Transaction" was finalized after the fulfillment of all precedent conditions. The fair value of the consideration transferred in cash was US$82.932 (equivalent to R$452,153), based on the composition of the assets received. Considering the characteristics of the assets (substantially inventory), the Company elected to apply the optional concentration test to identify a concentration of fair value under paragraph B7A of IFRS 3 and therefore the Pactiv Transaction was accounted for as an asset acquisition. The accounting effects of the transaction were reflected under the inventories line in the consolidated balance sheet. 1.2.8 Interest on own capital On December 4, 2024, the Board of Directors approved the distribution of interest on equity by the Company, in the total gross amount of R$2,500,000, at the rate of BRL 2,017362506 per share, considering the number of “ex-treasury” shares on this date, as remuneration based on the profit shown in the Company's quarterly balance sheet dated September 30, 2024. Interest on equity is subject to 15% withholding tax, except for shareholders who are demonstrably immune or exempt, in accordance with current legislation. This tax, amounting to R$306,327, was withheld and paid in December 2024. F-11
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Table of Contents 1.2.9 Tax reform consumption On December 20, 2023, Constitutional Amendment (“EC”) No. 132 was enacted, establishing the Tax Reform (“Reform”) on consumption. The Reform model is based on a split VAT (“dual VAT”) with two jurisdictions: a federal one (Contribution on Goods and Services - CBS), which will replace PIS and COFINS, and a subnational one (Tax on Goods and Services - IBS), which will replace ICMS and ISS. A Selective Tax (“IS”) was also created – under federal jurisdiction, which will apply to the production, extraction, commercialization, or importation of goods and services harmful to health and the environment, as defined by a supplementary law. In January 2025, Supplementary Law Bill (“PLP”) 68/24 was sanctioned and converted into Supplementary Law 214/25, which regulated part of the Tax Reform. Although the regulation and establishment of the IBS Management Committee were initially addressed in PLP No. 108/2024, the second regulatory bill of the Reform, which is yet to be reviewed by the Federal Senate, part of the provisions has already been incorporated into PLP No. 68/2024, approved as mentioned above. Among other provisions, it determined the establishment of the Committee by December 31, 2025, which will be responsible for administering the said tax. There will be a transition period between the years 2026 and 2032, in which the two tax systems – old and new – will coexist. The impacts of the Reform on the calculation of the aforementioned taxes, starting from the beginning of the transition period, will only be fully understood once the pending issues are regulated by supplementary law. Consequently, there is no effect of the Reform on the financial statements as of December 31, 2024. 2 BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS The Company’s consolidated financial statements have been prepared in compliance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and disclose all the applicable significant information related to the financial statements, which is consistent with the information used by Management in the performance of its duties. The Company's consolidated financial statements are expressed in thousands of Brazilian Reais (“R$”) and disclosures of amounts in other currencies, when applicable, were also expressed in thousands, unless otherwise stated. The preparation of consolidated financial statements requires Management to make judgments, use estimates and adopt policies in the process of applying accounting practices that affect the disclosed amounts of revenues, expenses, assets and liabilities, including the disclosure of contingent liabilities assumed. However, the uncertainty inherent to these judgements, assumptions and estimates could result in material adjustments to the carrying amount of certain assets and liabilities in future periods. The accounting practices requiring a higher level of judgment, and those which are more complex, as well as areas in which assumptions and estimates are significant, are disclosed in Note 3.2.34. The consolidated financial statements were prepared on a historical costs basis, considering the historical cost as a value basis and adjusted to reflect the attributed cost of land and buildings on the date of transition to IFRS Accounting Standards, except for the following material items recognized: (i) Derivative and non-derivative financial instruments measured at fair value; (ii) Share-based payments and employee benefits measured at fair value; and (iii) Biological assets measured at fair value; The material accounting policies applied to the preparation of these consolidated financial statements are presented in Note 3. F-12
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Table of Contents The consolidated financial statements were prepared under the going concern assumption. 3 SUMMARY OF MATERIAL ACCOUNTING POLICIES The consolidated financial statements were prepared based on the information of Suzano and its subsidiaries on the same base date, except for subsidiaries Futuragene and Suzano Packaging and associates Biomas, Ensyn, Simplifyber and Spinnova, as well as in accordance with consistent accounting policies and practices. The accounting policies have been consistently applied to all consolidated companies. There were no changes on such policies and estimates calculation methodologies, except for the application of the new accounting policies presented in note 3.1, adopted as of January 1, 2024. 3.1 New accounting policies and changes in accounting policies adopted The new standards and interpretations issued, until the issuance of the Company’s consolidated financial statements, are described below. 3.1.1 Amendments to IFRS 7 – Supplier financing agreements and IAS 7 Statement of cash flow The changes now require the entity to disclose additional information about its supplier financing arrangements that allows users to assess the effects of these arrangements on the entity's liabilities and cash flows and on the entity's exposure to liquidity risk. The disclosures required by the amendments, which would allow understanding of the effects of these agreements on liabilities, cash flows and liquidity include: (a) the terms and conditions of the agreements; (b) at the beginning and end of the reporting period: (i) the carrying values, and the associated items presented in the entity's balance sheet, of the financial liabilities that form part of a supplier financing agreement; (ii) the carrying amounts, and associated items, of the financial liabilities disclosed in accordance with item (i) for which suppliers have already received payment from financiers; and (iii) the range of due dates. (c) the type and effect of non-cash changes in the carrying values of financial liabilities disclosed in accordance with paragraph (b)(i). The Company assessed the content of this pronouncement and did not identify the need to disclose additional information, since (a) the terms and conditions of the agreements have not changed compared to the original conditions; (b) (i) the accounting amounts subject to advance payment are disclosed in Note 17; (ii) the decision to adhere to this transaction is exclusive to the suppliers, and the Company has no influence or management over the amounts received by suppliers from financial institutions; (iii) there was no change in due dates; and (c) there were no non-cash modifications to the supplier advance payment agreements. 3.1.2 Amendments to IFRS 16 – Lease liability in a sale and leaseback transaction The amendments specify that, in measuring the lease liability subsequent to the sale and leaseback, the seller-lessee determines ‘lease payments’ and ‘revised lease payments’ in a way that does not result in the seller-lessee recognising any amount of the gain or loss that relates to the right of use that it retains. The Company assessed the content of this pronouncement and did not identify any impact. 3.1.3 Amendments to IAS 1: Classification of liabilities as current or non-current and non-current liabilities with covenants The changes improve the information provided by the entity when its right to defer the settlement of a liability for at least twelve months is subject to compliance with covenants. F-13
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Table of Contents The classification of liabilities as current or non-current is based on compliance with covenants that are required on the reporting date or before that date, but never in relation to future events, in addition to requiring disclosure of information in the explanatory notes that allow Users of financial statements assess the risk that the liability may become due within twelve months, including the agreed conditions (for example, their nature and the date by which the entity must comply with them), whether the entity would have complied with the conditions based on its circumstances at the end of the reporting period and how the entity expects to comply with the conditions after the end of the reporting period. The Company assessed the content of this pronouncement and did not identify any impact. 3.1.4 IFRIC agenda decision - disclosure of revenues and expenses for reportable segments (IFRS 8) In July 2024, the IASB approved an IFRIC agenda decision in relation to segment reporting. The decision deals with how an entity applies the requirements in paragraph 23 of IFRS 8 to disclose for each reportable segment specified amounts related to segment profit or loss. The Company assessed the content of this pronouncement and included the cost of the product sold in note 28. 3.2 Accounting policies adopted 3.2.1 Financial statements 3.2.1.1 Consolidated financial statements They are prepared using information from Suzano and its subsidiaries on the same base date, except for the subsidiaries Futuragene and Suzano Packaging and the affiliates Biomas, Ensyn, Simplifyber, which have a lag of less than three months in relation to the base date of these financial statements, in accordance with the provisions of CPC 18/IAS 28 and do not have a material effect on the consolidated result and, if any significant event occurred until December 31, 2024, the effect would be adjusted in the consolidated financial statements, as well as consistent accounting policies. On December 31, 2024, Suzano had an investment in the associate Spinnova, in the amount of R$95,254, representing 18.77% of the equity of this associate. Up to the date of this report, the latest financial statements published for this investment were more than three months out of date. In these circumstances, the investment is measured based on the latest information available, with the necessary adjustments being made as a result of the effects of significant transactions and events, which have no material effect on the consolidated result. The Company consolidates all subsidiaries over which it has direct or indirect control, i.e. when it is exposed to or has the right to variable returns on its investment with the investee and has the ability to direct the relevant activities of the investee. In addition, all transactions and balances between Suzano and its subsidiaries, associates and joint operations were eliminated in consolidation, as well as the unrealized profits or losses arising from these transactions, net of tax effects, investments and the respective equity results. The participation of non-controlling shareholders is highlighted. 3.2.2 Subsidiaries These include all entities for which the Company has the power to govern the financial and operating policies, generally through a majority of voting rights. The Company controls an entity when the Company is exposed to, or has rights to, variable returns on its investment in the investee, and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is obtained and consolidated from the date on which control ceases. F-14
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Table of Contents 3.2.3 Joint operations These include all entities for which the Company maintains contractually established control over its economic activity, and exists only when the strategic, financial and operational decisions regarding the activity requiring the unanimous consent of the parties sharing control. In the consolidated financial statements, the balance of assets, liabilities, revenue and expenses are recognized proportionally to the interest in joint operations. 3.2.4 Associated and joint ventures These include all entities initially recognized at cost and adjusted thereafter for the equity method, being increased or reduced from its interest in the investee's income after the acquisition date. In the investments in associates, the Company must have significant influence, which means the power to participate in the financial and operating policy decisions of the investee, without having control or joint control over those policies. In investments in joint ventures, there is a contractually agreed sharing of control through an arrangement, which exists only when decisions about the relevant activities requiring the unanimous consent of the parties sharing control. 3.2.5 Translation of financial statements into the functional and presentation currency The Company has defined that, for all its wholly owned subsidiaries, the functional and presentation currency is the Brazilian Real, except for subsidiary Suzano Packaging, whose functional currency is the US Dollar, and for investments in associates abroad related to Ensyn Corporation, F&E Technologies LLC and Simplifyber, whose functional currency is the US Dollar, Spinnova and Woodspin, whose functional currency is the Euro. The accumulated gains or losses of which affect the conversion of the financial statements, which are recorded in other comprehensive income, in equity. The individual financial information of each of the subsidiaries, included in the consolidated financial statement, are prepared in the local currency in which the subsidiary operates and are translated into the Company’s functional and presentation currency. 3.2.5.1 Transactions and balances in foreign currency These are translated using the following criteria: (i) Monetary assets and liabilities are translated at the exchange rate in effect at year-end; (ii) Non-monetary assets and liabilities are translated at the historical rate of the transaction; (iii) Revenue and expenses are translated based on monthly average rate; and (iv) The cumulative effects of gains or losses upon translation are recognized in the other comprehensive income. The cumulative translation adjustment (“CTA”) arising from the translation of a foreign operation previously recognized in other comprehensive income are reclassified from equity to profit or loss at the disposal of the operations. The total or partial disposal of interest in wholly-owned subsidiaries occurs through sale or dissolution, of all or part of operation. 3.2.6 Hyperinflationary economies Entities based in Argentina, a country considered to have a hyperinflationary economy, are subject to the requirements of IAS 29 - Financial Reporting in Hyperinflationary Economies. Non-monetary items, as well as income and expenses, are adjusted by the changes in the inflation index between the initial recognition and the closing date, so the balances are stated at their current value. F-15
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Table of Contents However, the Company's wholly-owned subsidiary, based in Argentina, has the Real as its functional currency, and therefore is not considered an entity with a hyperinflationary currency, and does not present its individual financial statements in accordance with IAS 29 - Financial Reporting in Hyperinflationary Economies. The financial statements are presented at historical cost. 3.2.7 Business combinations These are accounted for using the acquisition method when control is transferred to the acquirer. The cost of an acquisition is the sum of the consideration paid, evaluated based on the fair value at the acquisition date, and the amount of any non-controlling interest in the acquiree. For each business combination, the Company recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquirer’s net assets. The costs directly attributable to the acquisition are recorded as expenses when they are incurred, except for costs related to the issuance of debt instruments or equity instruments, which are presented as reductions in debt or equity, respectively. In a business combination, assets acquired and liabilities assumed are evaluated in order to classify and allocate them, assessing the terms of the agreement, the economic circumstances and other conditions at the acquisition date. Goodwill is initially measured as the excess of the consideration paid over the fair value of the net assets acquired. After initial recognition, goodwill is measured at cost, net of any accumulated impairment losses. For the purpose of impairment testing, the goodwill recognized in a business combination, as from the acquisition date, is allocated to each of the Company’s cash generating units. Gains on an advantageous purchase are recognized immediately in the result. The borrowing costs are recorded in the income statement as they are incurred. Contingent liabilities related to tax, civil and labor, classified in the acquired company as possible and remote risks, are recognized by the acquirer at their fair values. Transactions involving the acquisition of shares with shared control over the net assets traded are evaluated in accordance with the complementary guidance to IFRS 3 - Business Combinations, IFRS 11 and IAS 28 - Investments in Associates and Joint Ventures to evaluate initial recognition criteria. For the investments defined based on the equity method, investments are initially recognized at cost. The carrying amount of the investment is adjusted for the recognition of changes in the Company's share of the acquirer's Shareholders' equity as at the acquisition date. Goodwill is measured and segregated from the carrying amount of the investment. Other intangible assets identified in the transaction shall be allocated in proportion to the interest acquired by the Company, based on the difference between the carrying amounts recorded in the acquired entity and its fair value assets, which may be amortized. 3.2.8 Segment information An operating segment is a component of the Company that carries out business activities from which it can obtain revenue and incur expenses. The operating segments reflect how the Company’s management reviews the financial information used to make decisions. The Company’s management has identified two reportable segments, which meet the quantitative and qualitative disclosure requirements, in accordance with the current management model (note 28). 3.2.9 Cash and cash equivalents Include cash on hand, bank deposits and highly liquid short-term investments with maturities, upon acquisition, of 90 days or less, which are readily convertible into known amounts of cash and subject to an insignificant risk of changes in value. 3.2.10 Financial instruments 3.2.10.1 Classification F-16
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Table of Contents Financial instruments are classified based on the purpose for which the financial instruments were acquired, as set forth below: (i) Amortized cost; (i) Fair value through other comprehensive income; and (i) Fair value through profit or loss. Regular purchases and sales of financial assets are recognized on the trade date, meaning the date on which the Company commits to purchase or sell the asset. Financial instruments are derecognized when the rights to receive cash flow from the investments have expired or have been transferred, substantially, all of the risks and rewards of ownership. 3.2.10.1.1 Financial instruments measured at amortized cost Financial instruments held by the Company: (i) in order to receive their contractual cash flow and not to sell to realize a profit or loss; and (ii) whose contractual terms give rise, on specified dates, to cash flow that exclusively represents payments of principal and interest on the principal amount outstanding. Any changes are recognized under financial income (expenses) in the income statement. It includes the balance of cash and cash equivalents, trade accounts receivable, dividends receivable and other assets, classified as financial assets and the balances of suppliers, loans, financing and debentures, lease payables, accounts payable for the acquisition of assets and subsidiaries, , dividends and interest on own capital payable and other liabilities, all of which are classified as financial liabilities. 3.2.10.1.2 Financial instruments at fair value through other comprehensive income Financial instruments at fair value through other comprehensive income are financial assets held by the Company: (i) either to receive their contractual cash flow through sale with the realization of a profit or loss; and (ii) whose contractual terms give rise, on specified dates, to cash flows constituting, exclusively, repayments of principal and interest on the principal amount outstanding. In addition, this category includes investments in equity instruments where, upon initial recognition, the Company elected to present subsequent changes in its fair value within other comprehensive income. Any changes are recognized under net financial income (expenses) in the income statement, except for the fair value of investments in equity instruments, which are recognized in other comprehensive income. Includes the balance presented in Note 14.1 as other investments evaluated at fair value through other comprehensive income. 3.2.10.1.3 Financial instruments at fair value through profit or loss Financial instruments at fair value through profit or loss are either designated in this category or not classified in any of the other categories. Any changes are recognized within financial income (expenses) in the income statement for non-derivative financial instruments and for financial derivative instruments within income from derivative financial instruments. This category includes the balance of marketable securities, classified as financial assets financial and derivative financial instruments, including embedded derivatives, stock options, classified as financial assets and liabilities. 3.2.10.2 Impairment of financial assets 3.2.10.2.1 Financial instruments measured at amortized cost F-17
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Table of Contents Annually, the Company assesses whether there is evidence that a financial asset is impaired. A financial is impaired only if there is evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event has an impact on the estimated future cash flow of the financial asset that can be estimated reliably. The criteria the Company uses to determine whether there is evidence of an impairment loss includes: (i) Significant financial difficulty of the issuer or debtor; (ii) Defaults on or late payment of interest or principal under the agreement; (iii) Where the Company, for economic or legal reasons relating to the borrower's financial difficulty, grants to the borrower a concession that a lender would not otherwise consider; (iv) It becomes probable that the borrower will enter bankruptcy or other financial reorganization; (v) The disappearance of an active market for that financial asset because of financial difficulties; and (vi) Observable data indicating a measurable decrease in the estimated future cash flow from a portfolio of financial assets after the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio. The amount of an impairment loss is measured at the difference between the carrying amount of the asset and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. If the financial asset is impaired, the carrying amount of the asset is reduced and a loss is recognized in the income statement. If, in a subsequent remeasurement, if there is an improvement in the asset rating, such as an improvement in the debtor's credit rating, the reversal of the previously recognized impairment loss is recognized in the income statement. 3.2.10.2.2 Financial assets at fair value through other comprehensive income The Company periodically evaluates, when measuring fair value, whether there is evidence that a financial asset is impaired. For such financial assets, a significant or prolonged decrease in the fair value of the security below its cost is evidence that the assets are impaired. If any such evidence exists, an impairment loss measured at the difference between the acquisition cost and the current fair value, less any loss previously recognized in other comprehensive income, shall be recognized in the income statement. 3.2.11 Derivative financial instruments and hedging activities Derivative financial instruments are recognized at fair value on the date on which the derivative agreement is entered into and are subsequently remeasured at fair value. Changes in fair value are recorded within the results of derivative financial instruments in the income statement. Embedded derivatives in non-derivative main contracts are required to be separated when their risks and characteristics are not closely related to those of the respective main contracts, and these are not measured at fair value through profit or loss. Non-option embedded derivatives are separated from the respective main contracts in accordance with the stated or implied substantive terms, so they have a zero fair value upon initial recognition. 3.2.12 Trade accounts receivable These are recorded at their invoiced amounts, in the normal course of the Company´s business, adjusted for exchange rate variations where denominated in foreign currency and, if applicable, net of expected credit losses. F-18
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Table of Contents The Company applies an aging-based provision matrix with appropriate groupings for its portfolio. When necessary, based on individual analyses, the provision for expected losses is supplemented. The Company examines the maturity of receivables on a monthly basis and identifies those customers with overdue balances, assessing the specific situation of each client, including the risk of loss, the existence of contracted insurance, letters of credit, collateral and the customer’s financial situation. In the event of default, collection attempts are made, which include direct contact with customers and collection efforts through third parties. Should these efforts prove unsuccessful, legal measures are considered, and expected credit losses are recognized. The notes are written off from the credit expected loss when Management considers that they are not recoverable after taking all appropriate measures to collect them. 3.2.13 Inventories These are evaluated at the average acquisition or formation cost of the finished products, net of recoverable taxes, not exceeding their net realizable value. Finished products and work-in-process consist of raw materials, direct labor, production costs, freight, storage and general production expenses, which are related to the processes required to make the products available for sale. Imports in transit are presented at the cost incurred up to the balance sheet date. Raw materials derived from biological assets are measured based on their fair value, less costs to sell at the point of harvest and freight costs. Provisions for obsolescence, adjustments to net realizable value, impaired items and slow-moving inventories are recorded when necessary. Usual production losses are recorded and are an integral part of the production costs for the respective month, whereas unusual losses, if any, are recorded directly as part of cost of sales. 3.2.14 Non-current assets held for sale These are measured at their carrying amount or fair value less costs to sell, whichever is lower, and are not depreciated or amortized. Such items are only classified in this account when the sale is highly probable and the assets are available for immediate sale in their current condition. 3.2.15 Biological assets The biological assets for production (mature and immature forests) are reforested eucalyptus forests, with a formation cycle between planting and harvest from 6 to 7 years, measured at fair value. Depletion is measured based on the amount of biological assets depleted (harvested) and measured at fair value at the time of harvest. For the determination of the fair value, the income approach technique was applied, using the discounted cash flow model, according to the projected productivity cycle for these assets. The assumptions used to measure the fair value are reviewed every six months, as the Company considers that this interval is sufficient to ensure no significant gaps in the fair value balance of biological assets booked. Significant assumptions are presented in Note 13. The gain or loss on the assessment of fair value is recognized in operating income (expenses), net. Biological assets in the process of formation under the age of 2 (two) years are recorded for at their formation cost. Areas of permanent environmental preservation are not recorded, because these are not characterized as biological assets, and are not included in the measurement at fair value. 3.2.16 Property, plant and equipment F-19
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Table of Contents Stated at their cost of acquisition, formation, construction or dismantling, net of recoverable taxes. This cost is deducted from the accumulated depreciation and accumulated impairment losses, when incurred, at the higher of the value in use or the proceeds from sale less cost to sell. The borrowing costs are capitalized as a component of construction in progress, at the weighted average rate of the Company’s debt at the capitalization date, adjusted for the equalization of exchange rate effects. Depreciation is recognized based on the estimated economic useful life of each asset on a straight-line basis. The estimated useful lives, residual values and depreciation methods are reviewed annually, and the effects of any changes in estimates are accounted for prospectively. Land is not depreciated. The Company performs an annual analysis of impairment indicators of property, plant and equipment. Impairment for losses on property, plant and equipment are only recognized if the related cash-generating unit is devalued, or if the asset’s recoverable amount is less than its carrying amount. The recoverable amount of the asset or cash-generating unit is the higher of its value in use, and its fair value less costs to sell. The cost of major renovations is capitalized if the future economic benefits exceed the performance standards initially estimated for the asset and are then depreciated over the remaining useful life of the related asset. Repairs and maintenance are expensed as incurred. Gains and losses on disposals of property, plant and equipment are measured by comparing the proceeds with the book value and are recognized as other operating income (expenses), net, at the disposal date. 3.2.17 Leases A contract is, or contains, a lease if the right to control the use of an identified asset for a period of time is transferred in exchange for consideration, for which it is necessary to assess whether: (i) The contract involves the use of an identifiable asset, which may be explicit or implicit, and may be physically distinct or represent almost the entire capacity of a physically distinct asset. If the supplier has a substantial right to replace the asset, then the asset is not identified; (ii) The Company has the right to obtain substantially all the economic benefits from the use of the asset during the contract period; and (iii) The Company has the right to direct the use of the asset, meaning the Company has the right to decide to change how and for what purpose the asset is used, if: • It has the right to operate the asset, or • It designed the asset, in a way that predetermines how and for what purpose it will be used. At the beginning of the contract, the Company recognizes a right-of-use asset and a lease liability that represents the obligation to make payments related to the asset underlying the lease. The right-to-use asset is initially measured at cost, which includes the initial amount of the lease liability adjusted for any payments made up to the contract start date, plus any direct initial costs incurred, and estimated costs of disassembly, removal, or restoration of the asset in the place where it is located, less any incentives received. The right-to-use asset is subsequently depreciated using the straight-line method from the start date to the end of the useful life of the right to use, or the end of the lease term, whichever is shorter. Except for land agreements that are automatically extended for the same period through a notification to the lessor, other agreements are not allowed automatic renewals for an indefinite period, since both parties have the right to terminate the agreements. F-20
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Table of Contents The lease liability is initially measured at the present value of the payments not made, less the incremental loan rate. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change: (i) In future payments resulting from a change in index or rate; (ii) In the estimate of the expected amount to be paid, at the guaranteed residual value; or (iii) In the assessment of whether the Company will exercise the purchase option, extension or termination. When the lease liability is remeasured, the corresponding adjustment amount is recorded in the book value of the right- of-use asset, or in the statement of profit and loss, if the book value of the right-of-use asset has been reduced to zero. The Company does not have lease agreements with clauses imposing: (i) Variable payments that are based on the performance of the leased assets; (ii) Guarantees of residual value; and (iii) Restrictions, such as, for example, an obligation to maintain financial ratios. Short-term or low-value contracts which are exempt from these standards are contracts where the individual value of the assets is lower than US$5, and for which the maturity date is shorter than 12 months, are expensed as incurred. 3.2.18 Intangible assets These are measured at cost at the time when they are initially recognized. The cost of intangible assets acquired during a business combination corresponds to the fair value at the acquisition date. After initial recognition, intangible assets are presented at cost less accumulated amortization and impairment losses, when applicable. The useful life of intangible assets are assessed as finite or indefinite. Intangible assets with a finite life are amortized over the economically useful lives and reviewed for impairment whenever there is an indication that their carrying values may be impaired. The amortization period and method for intangible assets with finite useful lives are reviewed at least at the end of each fiscal year. The amortization of intangible assets with finite useful lives is recognized in the statement of income as an expense related to its use, and in line with the economically useful life of the intangible asset. Intangible assets with indefinite useful lives are not amortized, but are tested annually for impairment losses, individually or at the CGU level. The allocation is made to the CGU or group of CGUs that represents the lowest level within the entity for which goodwill is monitored for management's internal purposes, that has benefited from the business combination. The Company mainly records in this subgroup goodwill for expected future profitability (goodwill) and easement of passage. This testing involved the adoption of assumptions and judgments, disclosed in Note 16. 3.2.19 Current and deferred income tax and social contribution and uncertainty over income tax treatments (IFRIC 23) Income taxes include income tax and social contribution on net income, current and deferred. These taxes are recognized in the income statement, except to the extent that they relate to items recognized directly in equity. In this case, they are recognized in equity under other reserves. F-21
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Table of Contents The current charge is calculated based on the tax laws enacted in the countries in which the Company and its subsidiaries and affiliates operate and generate taxable income. Management periodically evaluates the positions assumed in the income tax returns with respect to situations in which the applicable tax regulations give rise to interpretations and establishes provisions, when appropriate, based on the amounts that must be paid to the tax authorities. Deferred tax and contribution liabilities are recognized on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred taxes and contributions are determined based on the rates in force on the balance sheet date, and which must be applied when they are realized or settled. Deferred tax assets and contributions are recognized to the extent that it is probable that future taxable profits will be available for use to offset temporary differences, based on the projections of future results prepared and based on internal assumptions and future economic scenarios that may, therefore, undergo changes. The projection for the realization of deferred tax assets was prepared based on Management's estimates that are based on significant judgments and assumptions relating to net average pulp and paper prices, and the transfer prices with the subsidiaries based in Austria. However, there are other assumptions that are not under the control of the Company, such as inflation rates, exchange rates, pulp prices in the international market, and other economic uncertainties in Brazil, which mean that future results may differ from those considered in the preparation of the consolidated projection. Deferred income tax and social contribution are recognized on temporary differences arising from investments in subsidiaries and associates, except when the timing of the reversal of temporary differences is controlled by the Company, and if it is probable that the temporary differences will not be reversed in the foreseeable future. Deferred tax and contribution assets and liabilities are offset and presented at their net amounts in the balance sheet whenever they are related to the same legal entity and the same tax authority. 3.2.20 Trade accounts payable and supplier finance arrangement Corresponds to the obligations payable for goods or services acquired in the normal course of the Company´s business, recognized at fair value and subsequently measured at amortized cost using the effective interest rate method, adjusted to present value, plus exchange rate variations when denominated in foreign currency. Supplier finance arrangements are made available for suppliers to anticipate receivables related to the Company's routine purchases. In this transaction, financial institutions pay suppliers who opted for early receipt in exchange for a discount and, when agreed upon between financial institutions and suppliers (the decision to adhere to this transaction is exclusive to the suppliers), the Company pays the financial institutions the total nominal amount of the original obligation on the original payment date. Therefore, these transactions do not change the amounts, nature and timing of the liabilities (including terms, prices and conditions previously agreed upon) and do not affect the Company with the financial charges charged by financial institutions. Additionally, payments made by the Company are directly related to supplier invoices and do not change cash flows. Accordingly, the Company continues to recognize suppliers who opted for drawdown risk in operating activities in the statements of cash flows. 3.2.21 Loans, financing and debentures Loans and financing are initially recognized at fair value, net of costs incurred in the transaction, and are subsequently stated at amortized cost. Any difference between the amounts raised and settled is recognized in the statement of income during the period in which the loans and financing are outstanding, using the effective tax rate method. F-22
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Table of Contents General or specific borrowing costs, directly attributable to the acquisition, construction or production of a qualifying asset, are capitalized as a part of the cost of that asset when it is probable that they will provide future economic benefits for the entity, and that such cost can be measured with reliability. The Company does not have specific loans to obtain qualifying assets. Other loan costs are recognized as expenses in the period during which they are incurred. 3.2.22 Provisions, contingent assets and liabilities Contingent assets are not recorded. Recognition is only performed when there are guarantees or favorable judicial decisions and the amounts of these can be measured reliably. Contingent assets for which such conditions are not met are only disclosed in the notes to the financial statements when their amounts are material. Provisions are made to the extent that the Company expects that is probable that it will disburse cash, and the amount can be reliably estimated. Tax, civil, environmental and labor proceedings are accrued when losses are assessed as probable, and the amounts involved can be measured reliably, being recorded net of judicial deposits, under “provisions for judicial liabilities”. When the expectation of loss is possible, a description of the processes and amounts involved is disclosed in the notes to the financial statements. Contingent liabilities assessed as representing remote losses are neither accrued nor disclosed. Contingent liabilities arising from business combinations are recognized if they arise from a present obligation as a result of from past events, and if their fair values can be measured reliably, and are subsequently measured at the higher of: (i) The amount that would be recognized in accordance with the accounting policy for the provisions above that comply with IAS 37; or (ii) The amount initially recognized less, where appropriate, revenue recognized in accordance with the accounting treatment of revenue from customer contracts under IFRS 15. Principal and penalties amounts related to Tax, civil, environmental and labor proceedings are under other operating income and expenses and the interest is recognized in the net financial result. The realization of provisions for judicial liabilities and contingent liabilities arising from business combinations, with possible and remote probability of loss, are recognized under other operating income and expenses or cash depending on the court decision. 3.2.23 Asset retirement obligations These primarily relate to future costs for the decommissioning of industrial landfill sites and related assets. A provision is recorded as a long-term obligation within property, plant and equipment. The provision and the corresponding property, plant and equipment are initially recorded at fair value, based on the present value of the estimated cash flow for future cash payments discounted at an adjusted risk-free rate. The long-term obligation accrues interest using a long-term discount rate, recognized under other liabilities. Property, plant and equipment are depreciated on a straight-line basis over the useful life of the principal, against cost of sales in the income statement. 3.2.24 Share based payments The Company’s executives and managers receive their compensation partially through share-based payment plans to be settled in cash and shares, or alternatively in cash only. Plan-related expenses are recognized in the income statement as a corresponding entry within financial liabilities during the vesting period when the services will be rendered. The financial liability is measured at its fair value on every balance sheet date, and its variations are recorded in the income statement as administrative expenses. F-23
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Table of Contents At the option exercise date, if such options are exercised by the executive in order to receive shares in the Company, financial liabilities are reclassified under stock options granted in shareholders’ equity. In the case of options exercised in cash, the Company settles the related financial liability in favor of the Company’s executives. 3.2.25 Employee benefits The Company offers benefits through a supplementary contribution plan to all employees, as well as medical assistance and life insurance for a determined group of former employees, and for the latter two benefits an annual actuarial appraisal is prepared by an independent actuary, and are reviewed by Management. The respective impact is recognized in employee benefit plans. Actuarial gains and losses are recognized in other reserves when incurred. The interest incurred, resulting from changes in the present value of the actuarial liability, is recorded in the income statement within financial expenses. 3.2.26 Other assets and liabilities, current and non-current Assets are recognized only when it is probable that the economic benefit associated with the transaction will flow to the entity, and its cost or value can be measured reliably. A liability is recognized when the Company has a legal or constructive obligation arising from a past event, and it is probable that an economic resource will be required to settle this liability. 3.2.27 Government grants and assistance Government grants and assistance are recognized at fair value when it is reasonably certain that the conditions established by the granting Governmental Authority were observed, and that these subsidies will be obtained. These are recorded as deductions expenses in the income statement for the period of enjoyment of the benefit, and subsequently allocated to the tax incentives reserve under shareholders’ equity, when applicable. 3.2.28 Dividends and interest on own capital The distribution of dividends or interest on own capital is recognized as a liability, calculated based on the Corporate Law, the bylaws and the Company's Dividend Policy, which establishes that the minimum annual dividend is the lower of: (i) 25% of adjusted net income, or (ii) 10% the consolidated operating cash flow for the year, provided they are declared before the end of the year. Any portion in excess of the minimum mandatory dividends, if declared after the balance sheet date, must be recorded as part of the additional dividends proposed in shareholders' equity, until approved by the shareholders at a General Meeting. After approval, the reclassification to current liabilities is made. The tax benefit of interest on own capital is recognized in the income statement under income tax. 3.2.29 Share capital Common shares are classified in shareholders’ equity. Incremental costs directly attributable to a public offer are stated in shareholders’ equity as a deduction from the amount raised, net of taxes. 3.2.30 Revenue recognition Revenue from contracts with customers is recognized at the time when control of the products is transferred to customers, represented by the ability to determine the use of products and obtain substantially all the remaining benefits from the products. The Company follows the five-step model: (i) identification of contracts with customers; (ii) identification of performance obligations under the contracts; (iii) determining the transaction price; (iv) allocation of the transaction price to the performance obligations provided for in the contracts; and (v) recognition of revenue when the performance obligations have been met. F-24
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Table of Contents For the Pulp operating segment, revenue recognition occurs when control is transferred to the buyer who assumes the remaining benefits of the asset and is based on the parameters provided by: (i) International Commercial Terms (“Incoterms”), when destined for the foreign market; and (ii) lead times, when destined for the internal market. For the operating segment Paper and Consumer Goods, revenue recognition occurs when control is transferred to the buyer who assumes the remaining benefits of the asset and is based on the parameters provided by: (i) the corresponding International Commercial Terms (“Incoterms”); and (ii) lead times, when destined for the external and internal markets. Revenue is measured at the fair value of the consideration received or receivable, net of taxes, returns, rebates and discounts, and recognized in accordance with the accrual basis of accounting, when the amount can be reliably measured. Accumulated experience is used to estimate and provide for rebates and discounts, using the expected value method, and revenue is only recognized to the extent that it is highly unlikely that a significant reversal will occur. A provision for reimbursement (included in trade accounts receivable) is recognized for expected rebates and discounts payable to customers in relation to sales made until the end of the reporting period. No significant element of financing is deemed to be present, as sales are made with short credit terms. 3.2.31 Financial income and expenses Includes interest income on financial assets, at the effective interest rate, which includes the amortization of funding raising costs, gains and losses on derivative financial instruments, interest on loans and financing, exchange variations on loans and financing and other assets and financial liabilities and monetary variations on other assets and liabilities. Interest income and expenses are recognized in the statement of income using the effective interest method. 3.2.32 Earnings (losses) per share Basic earnings (losses) per share are calculated by dividing the net profit (loss) attributable to the holders of ordinary shares of the Company to the weighted average number of ordinary shares during the year. Diluted earnings per share are calculated by dividing the net profit attributable to the holders of ordinary shares of the Company by the weighted average number of ordinary shares during the year, plus the weighted average number of ordinary shares that would be issued when converting all potential dilutive ordinary shares into ordinary shares. 3.2.33 Employee and management profit sharing Employees are entitled to profit sharing based on certain goals agreed annually. For the Administrators, the statutory provisions proposed by the Board of Directors and approved by the shareholders are used as a basis. Provisions for participation are recognized in the payroll and charges against to administrative expenses during the period in which the targets are attained. 3.2.34 Material accounting judgments, estimates and assumptions As disclosed in Note 2, Management used judgments, estimates and accounting assumptions regarding the future, uncertainty in which may lead to results that require significant adjustments to the book values of certain assets, liabilities, income and expenses in future years, are presented below: • Control, significant influence and consolidation (Note 1.1); • Share-based payment transactions (Note 22); • Transfers to control for revenue recognition (Note 27); • Fair value of financial instruments (Note 4); F-25
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Table of Contents • Annual analysis of the impairment of non-financial assets (Notes 15 and 16); • Expected credit losses in the accounts receivable (Note 7); • Net realizable value provision for inventory (Note 8); • Annual analyses of the recoverability of taxes (Notes 9 and 12); • Fair value of biological assets (Note 13); • Useful lives of property, plant and equipment and intangible assets with defined useful life (Notes 15 and 16); • Annual analysis recoverable amount of goodwill (Note 16); • Leases (Note 19); • Provision for legal liabilities (Note 20); and • Pension and post-employment plans (Note 21). The Company reviews the estimates and underlying assumptions used in its accounting estimates on an annual basis. Revisions to the accounting estimates are recognized in the period during which the estimates are revised. 3.3 Accounting policies not yet adopted The new and changed standards and interpretations issued, but not yet adopted up to December 31, 2024, are described below. The Company intends to adopt these new standards, changes and interpretations, if applicable, when they come into force, and does not expect them to have a material impact on the financial statements except for the IFRS 18 as disclosed below. 3.3.1 Amendments to IAS 21: Absence of interchangeability (applicable for annual on/or after January 1, 2025) The changes will create requirements for the entity to apply a consistent approach to assessing whether a currency is exchangeable for another currency and, when it is not, to determining the appropriate exchange rate to use and the disclosures to be made. In this context, exchangeability is considered non-existent when, for a given purpose, the entity is unable to obtain more than an insignificant amount of foreign currency. To this end, the entity evaluates: (i) the timeliness of obtaining foreign currency; (ii) the practical ability (and not the intention) to obtain foreign currency; It is (iii) the available markets or exchange mechanisms that create enforceable rights and obligations. 3.3.2 Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (applicable for annual on/or after January 1, 2026) On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments: • clarify the date of recognition and derecognition of some financial assets and liabilities,with a new exception for some financial liabilities settled through an electronic cash transfer system; • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; F-26
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Table of Contents • add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and • update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). 3.3.3 IFRS 18 Presentation and Disclosure in Financial Statements (applicable for annual on/or after January 1, 2027) IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements. Management is currently assessing the detailed implications of applying the new standard on the Company’s consolidated financial statements. From the high-level preliminary assessment performed, the following potential impacts have been identified: (i) Although the adoption of IFRS 18 will have no impact on the Company’s net profit, the Company expects that grouping items of income and expenses in the statement of profit or loss into the new categories will impact how operating profit is calculated and reported. From the high-level impact assessment that the Company has performed, the following items might potentially impact operating profit: ▪ Foreign exchange differences currently aggregated in the line item ‘other income and other gains/(losses) – net’ in operating profit might need to be disaggregated, with some foreign exchange gains or losses presented below operating profit. ▪ IFRS 18 has specific requirements on the category in which derivative gains or losses are recognised – which is the same category as the income and expenses affected by the risk that the derivative is used to manage. Although the Company currently recognises some gains or losses in operating profit and others in finance costs, there might be a change to where these gains or losses are recognised, and the Company is currently evaluating the need for change. (ii) The line items presented on the primary financial statements might change as a result of the application of the concept of ‘useful structured summary’ and the enhanced principles on aggregation and disaggregation. In addition, since goodwill will be required to be separately presented in the statement of financial position, the Company will disaggregate goodwill and other intangible assets and present them separately in the statement of financial position. (iii) The Company does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged; however, the way in which the information is grouped might change as a result of the aggregation/disaggregation principles. In addition, there will be significant new disclosures required for: ▪ management-defined performance measures; ▪ a break-down of the nature of expenses for line items presented by function in the operating category of the statement of profit or loss – this break-down is only required for certain nature expenses; and ▪ for the first annual period of application of IFRS 18, a reconciliation for each line item in the statement of profit or loss between the restated amounts presented by applying IFRS 18 and the amounts previously presented applying IAS 1. F-27
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Table of Contents (iv) From a cash flow statement perspective, there will be changes to how interest received and interest paid are presented. Interest paid will be presented as financing cash flows and interest received as investing cash flows, which is a change from current presentation as part of operating cash flows. The Company will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance with IFRS 18. 3.3.4 IFRS 19 Subsidiaries without Public Accountability: Disclosures (applicable for annual on/or after January 1, 2027) Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IFRS Accounting Standards to apply reduced disclosure requirements. 4 FINANCIAL INSTRUMENTS AND RISKS MANAGEMENT 4.1 Financial risks management 4.1.1 Overview As a result of its activities, the Company is exposed to various financial risks, which are managed in accordance with the Financial Risk Management, Counterparty and Issuer Risk, Debt, Derivative and Cash Management Policies (“Financial Policies”) approved at the Board of Directors' meeting. The main factors considered by Management are: (i) Liquidity; (ii) Credit; (iii) Exchange rate; (iv) Interest rate; (v) Fluctuations of pulp selling and commodity prices; and (vi) Capital. Management are focused on generating consistent and sustainable results over time, however, arising from external risk factors, unintended levels of volatility can influence the Company’s cash flow and income statement. The Company has policies and procedures for managing market risk which aims to: (i) Reduce, mitigate or transfer exposure with the aim of protecting the Company’s cash flow and assets against fluctuations in the market prices of raw material and products, exchange rates and interest rates, price and adjustment indices ("market risk") or other assets or instruments traded in liquid or illiquid markets to which the value of the assets, liabilities and cash flow are exposed; (ii) Establish limits and instruments with the purpose of allocating the Company's cash to financial institutions falling within acceptable credit risk exposure parameters; and (iii) Optimize the process of contracting financial instruments for protection against exposure to risk, drawing on natural hedges and correlations between the prices of different assets and markets, avoiding any waste of funds for inefficient transactions. All financial transactions entered into by the Company aim to protect existing exposures, with the assumption of new risks being prohibited, except those arising from its operating activities. Hedging instruments are contracted exclusively for hedging purposes and are based on the following terms: F-28
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Table of Contents (i) Protection of cash flow against currency mismatches; (ii) Protection of revenue flows for debt settlement and interest payments against fluctuations in interest rates and currencies; and (iii) Protection against fluctuations in the prices of pulp and other supplies related to production. The Treasury team is responsible for identification, evaluating and seeking protection against possible financial risks. The Board of Directors approves financial policies that establish the principles and guidance for global risk management, the areas involved in these activities, the use of derivative and non-derivative financial instruments, and the allocation of a cash surplus. The Company only uses the most liquid financial instruments, and: (i) Does not enter into leveraged transactions or other forms of embedded options that change the purpose of protection (hedge); (ii) Does not have double-indexed debt or other forms of implied options; and (iii) Does not have any transactions requiring margin deposits or other forms of collateral for counterparty credit risk. The Company does not use hedge accounting. Therefore, gains and losses from derivative operations are fully recognized in the statements of income, as disclosed in Note 26. F-29
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Table of Contents 4.1.2 Classification All transactions with financial instruments are recognized for accounting purposes and classified in the following categories: Note 12/31/2024 12/31/2023 Assets Amortized cost Cash and cash equivalents 5 9,018,818 8,345,871 Marketable securities 6 Trade accounts receivable 7 9,132,860 6,848,454 Other assets 628,275 737,222 18,779,953 15,931,547 Fair value through other comprehensive income Investments 14.1 1,138,066 23,606 1,138,066 23,606 Fair value through profit or loss Derivative financial instruments 4.5.1 3,887,100 4,430,454 Marketable securities 6 13,363,511 13,267,286 17,250,611 17,697,740 37,168,630 33,652,893 Liabilities Amortized cost Trade accounts payable 17 6,033,285 5,572,219 Loans, financing and debentures 18.1 101,435,531 77,172,692 Lease liabilities 19.2 6,972,915 6,243,782 Liabilities for assets acquisitions and subsidiaries 23 120,490 187,187 Dividends and interests on own capital payable 2,200,917 1,316,528 Other liabilities 143,330 116,716 116,906,468 90,609,124 Fair value through profit or loss Derivative financial instruments 4.5.1 10,454,820 2,436,072 10,454,820 2,436,072 127,361,288 93,045,196 90,192,658 59,392,303 (1) Does not include items not classified as financial instruments. (1) (1) F-30
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Table of Contents 4.1.3 Fair value of loans and financing The financial instruments are recognized at their contractual amounts. In order to determine the market values of financial instruments traded in public and liquid markets, the market closing prices were used at the balance sheet dates. The fair values of interest rate and index swaps are calculated based on the present value of their future cash flow, discounted at the current interest rates available for transactions with similar remaining terms to maturity. This calculation is based on the quotations of B3 and ANBIMA for interest rate transactions in Brazilian Reais, and the Federal Reserve Bank of New York and Bloomberg for Secured Overnight Financing Rate (“SOFR”) transactions. The fair value of forward or forward exchange agreements is determined using the forward exchange rates prevailing at the balance sheet dates, in accordance with B3 prices. In order to determine the fair values of financial instruments traded in over-the-counter or unliquidated markets, a number of assumptions and methods based on normal market conditions and not for liquidation or forced sale, are used at each balance sheet date, including the use of option pricing models such as Garman-Kohlhagen, and estimates of discounted future cash flow. The fair value of agreements for the fixing of oil bunker prices is obtained based on the Platts index. The estimated fair values of loans and financing are set forth below: Yield used to discount/methodology12/31/2024 12/31/2023 Quoted in the secondary market In foreign currency Bonds Secondary Market 48,734,909 38,703,379 Estimated present value In foreign currency Export credits (“Prepayment”) SOFR 22,740,891 17,783,760 Assets Financing SOFR 422,115 278,107 ECA - Export Credit Agency SOFR 864,202 IFC - International Finance Corporation SOFR 6,261,715 3,198,761 Panda Bonds - CNH Fixed 951,125 In local currency BNDES – TJLP DI 1 171,109 215,458 BNDES – TLP DI 1 3,275,012 2,712,762 BNDES – Fixed DI 1 3,903 BNDES – TR DI 1 33,466 BNDES – Selic (“Special Settlement and Custody System”) DI 1 645,139 686,798 BNDES – UMBNDES DI 2 106,966 Assets Financing DI 1 60,566 75,622 Debentures DI 1/IPCA 12,002,992 8,881,277 NCE (“Export Credit Notes”) DI 1 108,308 110,396 NCR (“Rural Credit Notes”) DI 1 2,424,457 2,228,806 Export credits (“Prepayment”) DI 1 824,035 98,802,972 75,703,064 The book values of loans and financing are disclosed in Note 18. F-31
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Table of Contents Management considers that, for its other financial assets and liabilities measured at amortized cost, their book values approximate their fair values, and therefore the fair value information is not being presented. 4.2 Liquidity risk management The Company’s purpose is to maintain a strong cash and marketable securities position to meet its financial and operating commitments. The amount held in cash is intended to cover the expected outflows in the normal course of its operations, while the cash surplus is generally invested in highly liquid financial investments according to the Cash Management Policy. The cash position is monitored by the Company’s Management, by means of management reports and participation in performance meetings with determined frequencies. In the year ended December 31, 2024, the variations in cash and marketable securities were as expected, and the cash generated from operations was mostly used for investments and debt service. All derivative financial instruments were traded over the counter and do not require deposit guarantee margins. The remaining contractual maturities of financial liabilities are presented as of the balance sheet date. The amounts as set forth below consist of undiscounted cash flow, and include interest payments and exchange rate variations, and therefore may not reconcile with the amounts disclosed in the balance sheet. 12/31/2024 Book value Undiscounted cash flow Up to 1 year 1 - 2 years 2 - 5 years More than 5 years Liabilities Trade accounts payables 6,033,285 6,033,285 6,033,285 Loans, financing and debentures 101,435,531 142,028,543 13,599,011 14,235,170 50,858,667 63,335,695 Lease liabilities 6,972,915 12,099,294 1,302,590 1,176,832 3,094,493 6,525,379 Liabilities for asset acquisitions and subsidiaries 120,490 146,082 23,425 22,400 100,257 Derivative financial instruments 10,454,820 13,878,150 1,676,180 957,540 1,489,357 9,755,073 Dividends and interests on own capital payable 2,200,917 2,200,917 2,200,917 Other liabilities 143,330 143,330 60,892 82,438 127,361,288 176,529,601 24,896,300 16,474,380 55,542,774 79,616,147 12/31/2023 Book value Undiscounted cash flow Up to 1 year 1 - 2 years 2 - 5 years More than 5 years Liabilities Trade accounts payables 5,572,219 5,572,219 5,572,219 Loans, financing and debentures 77,172,692 105,526,852 7,648,237 12,983,542 31,355,362 53,539,711 Lease liabilities 6,243,782 11,021,519 1,172,568 1,045,795 2,743,793 6,059,363 Liabilities for asset acquisitions and subsidiaries 187,187 215,891 94,948 18,314 87,520 15,109 Derivative financial instruments 2,436,072 2,801,258 66,433 1,278,953 1,191,014 264,858 Dividends and interests on own capital payable 1,316,528 1,316,528 1,316,528 Other liabilities 116,716 116,716 58,955 57,761 93,045,196 126,570,983 15,929,88815,384,36535,377,689 59,879,041 F-32
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Table of Contents 4.3 Credit risk management Related to the possibility of non-compliance with the counterparties’ commitments as part of a transaction. Credit risk is managed on a group basis and arises from cash equivalents, marketable securities, derivative financial instruments, bank deposits, Bank Deposit Certificates ("CDB"), fixed income box, repurchase agreements, letters of credit, insurance, receivable terms of customers, and advances to suppliers for new projects, among others. 4.3.1 Trade accounts receivable The Company has commercial and credit policies aimed at mitigating any risks arising from defaults by its customers, mainly through contracting credit insurance policies, bank guarantees provided by first-tier banks, and collateral based on liquidity. Moreover, portfolio customers are subject to internal credit analysis aimed at assessing the risks regarding payment performance, both for exports and for domestic sales. For customer credit assessment, the Company applies a matrix based on the analysis of qualitative and quantitative aspects to determine the individual credit limits to each customer according to the identified risks. Each analysis is submitted for approval according to an established hierarchy and, if applicable, for approval at a Management meeting and by the Credit Committee. The risk classification of trade accounts receivable is set forth below: Consolidated 12/31/2024 12/31/2023 Low 8,899,516 6,549,975 Average 174,048 156,883 High (3) 89,596 173,558 9,163,160 6,880,416 1) Current and overdue up to 30 days. 2) Overdue between 30 and 90 days. 3) Overdue more than 90 days. A portion of the amounts above does not consider the expected credit losses calculated based on the provision matrix of R$30,300 and R$31,962 as of December 31, 2024 and 2023, respectively. 4.3.2 Banks and financial institutions The Company, in order to mitigate its credit risk, ensures its financial operations are diversified among banks, with a main focus on first-tier financial institutions classified as high-grade by the main risk rating agencies. The book value of financial assets representing exposure to credit risk is set forth below: Consolidated 12/31/2024 12/31/2023 Cash and cash equivalents 9,018,818 8,345,871 Marketable securities 13,363,511 13,267,286 Derivative financial instruments 3,887,100 4,199,982 26,269,429 25,813,139 1) Does not include the derivative embedded in a forest partnership agreement for the supply of standing wood, which is not a transaction with a financial institution. (1) (2) (1) F-33
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Table of Contents The counterparties, mainly financial institutions, with whom the transactions are performed classified under cash and cash equivalents, marketable securities and derivatives financial instruments, are rated by the main ratings agencies. The risk ratings are set forth below: Cash and cash equivalents and marketable securities Derivative financial instruments 12/31/2024 12/31/2023 12/31/2024 12/31/2023 Risk rating AAA 232,908 878,241 AA- 286,906 1,007,537 A+ 148,029 136,864 A 55,547 brAAA 20,830,651 20,856,072 2,747,948 1,682,513 brAA+ 658,880 511,589 439,280 brAA 755 6,565 brAA- 19 2,169 brA 31,504 brBBB- 3 3 brBB 710 1,132 brBB- 750,359 385 156,450 Others 109,448 235,242 314,859 22,382,329 21,613,157 3,887,100 4,199,982 1) We use the Brazilian Risk Ratings issued by the agencies Fitch Ratings, Standard & Poor’s and Moody’s. 4.4 Market risk management The Company is exposed to several market risks, mainly related to fluctuations in exchange rate variations, interest rates, inflation rates, pulp selling prices and commodity prices that could affect its results and financial situation. To mitigate the impacts, the Company has processes to monitor its exposure and policies that could support the implementation of risk management. These policies establish the limits and the instruments to be implemented for the purpose of: (i) Protecting cash flow due to currency mismatch; (ii) Mitigating exposure to interest rates; (iii) Reducing the impacts of fluctuations in commodity’s prices; and (iv) Changes to debt indexes. Market risk management involves the identification, assessment and implementation of the strategy, with the effective contracting of adequate financial instruments. (1) F-34
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Table of Contents 4.4.1 Exchange rate risk management The fundraising, financing and currency hedging policies of the Company are guided by the fact that a substantial part of the net revenue arises from exports with prices negotiated in US Dollars, while a substantial part of the production costs are in Brazilian Reais. This structure allows the Company to enter into export financing arrangements in US Dollars, and to reconcile the financing payments with the cash flow of receivables from sales in foreign markets, using the international bond market as an important portion of its capital structure, and providing a natural cash hedge for these commitments. Moreover, the Company enters into US$ selling transactions in the futures markets, including strategies involving options, to ensure attractive levels of operating margins for a portion of revenue. Such transactions are limited to a percentage of the net surplus foreign currency over a 24-months’ time horizon and therefore, are matched to the availability of currency for sale in the short term. The Company's Board of Directors approved the contracting of extraordinary hedge, in addition to the strategy mentioned above, for investments in the Cerrado Project, with a term of up to 36 months as of November 2021, in an amount of up to US$1,000,000. On July 27, 2022, the Board of Directors approved the expansion of the program, increasing the maximum amount (notional) to US$1,500,000, maintaining the previously established deadline. In order to provide transparency on the hedge program for the Cerrado Project, since December 31, 2021 the Company has started to prominently disclose the respective contracted operations. The assets and liabilities that are exposed to foreign currency, substantially in US$, are set forth below: 12/31/2024 12/31/2023 Assets Cash and cash equivalents 6,496,039 6,432,557 Marketable securities 70,255 7,378,277 Trade accounts receivable 7,090,160 5,049,609 Derivative financial instruments 3,887,100 3,070,594 17,543,554 21,931,037 Liabilities Trade accounts payable (1,350,763) (1,625,011) Loans and financing (83,004,915) (61,304,673) Liabilities for asset acquisitions and subsidiaries (93,308) (127,598) Derivative financial instruments (10,448,379) (1,867,882) (94,897,365) (64,925,164) (77,353,811) (42,994,127) 4.4.1.1 Sensitivity analysis – foreign exchange rate exposure – except for derivative financial instruments For market risk analysis, the Company uses scenarios to evaluate both its asset and liability positions in foreign currency, and the possible effects on its results. The probable scenario represents the amounts recognized, as they reflect the conversion into Brazilian Reais on the balance sheet date (R$ to US$ = R$6.1923). This analysis assumes that all other variables, particularly interest rates, remain constant. The other scenarios considered the depreciation of the Brazilian Real against the US$ at the rates of 25% and 50% before taxes. F-35
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Table of Contents The following table set forth the potential impacts at their absolute amounts: 12/31/2024 Effect on profit or loss Probable (base value) Possible (25%)Remote (50%) Cash and cash equivalents 6,496,039 1,624,010 3,248,020 Marketable securities 70,255 17,564 35,128 Trade accounts receivable 7,090,160 1,772,540 3,545,080 Trade accounts payable (1,350,763) (337,691) (675,382) Loans and financing (83,004,915) (20,751,229) (41,502,458) Liabilities for asset acquisitions and subsidiaries (93,308) (23,327) (46,654) 4.4.1.2 Sensitivity analysis – foreign exchange rate exposure – derivative financial instruments The Company has sales operations in US$ in the futures markets, including strategies using options, to ensure attractive levels of operating margins for a portion of its revenue. These operations are limited to a percentage of the total exposure to US$ over a 24-month horizon, and are therefore pegged to the availability of ready-to-sell foreign exchange in the short term. In addition to the transaction described above, the Company also taken out derivative instruments linked to the US$ and subject to exchange fluctuations, seeking to adjust the debt's currency indexation to the cash generation currency, as provided for in its financial policies. For the calculation of the mark-to-market (“MtM”) price, the exchange rate of the last business day of the period is used. These market movements caused a negative impact on the mark-to-market position entered into by the Company. This analysis below assumes that all other variables, particularly the interest rates, remain constant. The other scenarios considered the depreciation of the Brazilian Real against the US$ by 25% and 50%, before taxes, based on the base scenario on December 31, 2024. The following table set out the possible impacts assuming these scenarios: 12/31/2024 Effect on profit or loss Probable (base value) Possible 25% Remote 50% Dollar/Real Derivative financial instruments Derivative options (4,328,970) (9,226,995) (19,121,860) Derivative swaps (1,843,087) (2,604,422) (4,992,835) Derivative Non-Deliverable Forward (‘NDF’) Contracts(331,876) (896,742) (1,788,477) Embedded derivatives (80,759) (183,663) (367,326) Commodity Derivatives 16,973 4,236 8,478 4.4.2 Interest rate risk management Fluctuations in interest rates could increase or reduce the costs of new loans and existing contracted operations. F-36
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Table of Contents The Company is constantly looking for alternatives for the use of financial instruments in order to avoid negative impacts on its cash flow due to fluctuations in interest rates in Brazil or abroad. 4.4.2.1 Sensitivity analysis – exposure to interest rates – except for derivative financial instruments For its market risk analysis, the Company uses scenarios to evaluate the sensitivity of changes in operations impacted by the following rates: Interbank Deposit Rate (“CDI”), Long Term Interest Rate (“TJLP”), Long Term Rate ("TLP"), Special System for Settlement and Custody (“SELIC”) and SOFR, which could impact the results. The probable scenario represents the amounts already booked, as they reflect Management’s best estimates. This analysis assumes that all other variables, particularly exchange rates, will remain constant. The other scenarios considered a depreciation of 25% and 50% in market interest rates. The following table set forth the possible impacts assuming these scenarios in absolute amounts: 12/31/2024 Effect on profit or loss Probable Possible (25%) Remote (50%) CDI/SELIC Cash and cash equivalents 2,422,308 73,578 147,155 Marketable securities 13,293,256 403,783 807,565 Loans and financing 9,290,595 282,202 564,404 TJLP/TLP Loans and financing 202,961 3,770 7,540 SOFR Loans and financing 28,534,005 320,294 640,588 4.4.2.2 Sensitivity analysis – exposure to interest rates – derivative financial instruments This analysis assumes that all other variables remain constant. The other scenarios considered a depreciation of 25% and 50% in market interest rates. The following table sets out the possible impacts of these assumed scenarios: 12/31/2024 Effect on profit or loss Probable Probable 25% Remote 50% CDI Derivative financial instruments Liabilities Derivative options (4,328,970) (943,363) (1,868,091) Derivative swaps (1,843,087) (91,012) (178,459) SOFR Derivative financial instruments Liabilities Derivative swaps (1,843,087) (136,036) (261,559) F-37
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Table of Contents 4.4.2.3 Sensitivity analysis to changes in the consumer price indices of the US economy For the measurement of the probable scenario, the United States Consumer Price Index (“US-CPI”) was considered on December 31, 2024. The probable scenario was extrapolated considering a depreciation of 25% and 50% in the US-CPI to define the possible and remote scenarios, respectively. The following table sets out the possible impacts, assuming these scenarios in absolute amounts: 12/31/2024 Effect on profit or loss Probable (base value) Possible (25%) Remote (50%) Embedded derivative in a commitment to purchase standing wood, originating from a forest partnership agreement (80,759) (32,607) (66,859) 4.4.3 Pulp and commodity price risk management The Company is exposed to the selling price of pulp and commodity prices in the international market. The dynamics of rising and falling production capacities in the global market and macroeconomic conditions may impact the Company´s operating results. Through a specialized team, the Company monitors hardwood pulp prices and analyses future trends, adjusting the forecasts aimed at assisting with preventive measures to calculate the different scenarios. There is no sufficiently liquid financial market to mitigate the risk of a material portion of the Company’s operations. Hardwood pulp price protection instruments available on the market have low liquidity and low volume, and high levels of distortion in price formation. The Company is also exposed to international oil prices, reflected in logistical costs for selling in the export market, and indirectly in the costs of other supply, logistics and service contracts. In such cases, the Company evaluates whether to contract derivative financial instruments to mitigate the risk of price variations in its results. 4.5 Derivative financial instruments The Company determines the fair value of derivative contracts, which differ from the amounts realized in the event of early settlement due to bank spreads and market factors at the time of quotation. The amounts presented by the Company are based on an estimate using market factors and use data provided by third parties, measured internally and compared to calculations performed by external consultants and by counterparties. The fair value does not represent an obligation to make an immediate disbursement or receipt of cash, given that such an effect will only occur on the dates of contractual fulfillment or upon the maturity of each transaction, when the result will be determined, depending on the case and on the market conditions on the agreed dates. A summary of the methodologies used for the purpose of determining the fair value by type of instrument is presented below: (i) Swaps: the future value of the asset and liability is estimated based on the cash flows projected using the market interest rate of the currency in which the tip of the swap is denominated. The present value of the US Dollar- denominated tip is measured using the discount based on the exchange coupon curve (the remuneration, in US Dollars, of the Reais invested in Brazil) and in the case of the R$-denominated tip, the discount is made using Brazil's interest curve, being the future curve of the DI, considering the credit risk of both the Company and the counterparty. The exception is pre-fixed contracts x US$, for which the present value of the tip denominated in US$ is measured through a discount using the SOFR curve disclosed by Bloomberg. The fair value of the contract is the difference between these two points. Interest rate curves were obtained from B3. F-38
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Table of Contents (ii) Options (Zero Cost Collar): the fair value was calculated based on the Garman Kohlhagen model, considering both the Company’s and the counterparty credit risk. Volatility information and interest rates are observable and obtained from the B3 exchange and are used to calculate the fair values. (iii) Non-deliverable forward (“NDF”) contracts: a projection of the future currency quote is made, using the exchange coupon curves and the future DI curve for each maturity. Next, the difference between this quotation and the rate at which the operation was contracted is verified, considering the credit risk of the Company and the counterparty. This difference is multiplied by the notional value of each contract and brought to its present value based on the future DI curve. Interest rate curves were obtained from B3. (iv) Swap US-CPI: liability cash flows are projected based on the US inflation curve US-CPI, obtained based on the implicit rates for inflation-linked US securities (Treasury Protected against Inflation – “TIPS”), disclosed by Bloomberg. Cash flows from the asset components are projected at the fixed rates implicit in the embedded derivatives. The fair value of an embedded derivative is the difference between the two components, adjusted to present value base on the curve of the exchange coupon obtained from B3. (v) Swap VLSFO (marine fuel): a future projection of the asset price is made, using the future price curve disclosed by Bloomberg. Next, the difference between this projection and the rate at which the operation was contracted is verified, considering both of Company’s and the counterparty’s credit risk. This difference is multiplied by the notional value of each contract and adjusted to present value using the SOFR curve disclosed by Bloomberg. The yield curves used to calculate the fair value as of December 31, 2024 are as set forth below: Interest rate curves Term Brazil United States of America US Dollar coupon 1M 12.15% p.a 4.33% p.a 8.46% p.a 6M 14.19% p.a 4.25% p.a 6.37% p.a 1Y 15.41% p.a 4.17% pa. 6.41% p.a 2Y 15.94% p.a 4.16% p.a 6.29% p.a 3Y 15.89% p.a 4.21% pa. 6.22% p.a 5Y 15.60% p.a 4.36% p.a 6.41% p.a 10Y 14.96% p.a 4.88% p.a 7.31% p.a 1) Source: B3 2) Source: Bloomberg (1) (2) (1) F-39
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Table of Contents 4.5.1 Outstanding derivatives by contract type, including embedded derivatives The positions of outstanding derivatives are set forth below: Notional value, net in U.S.$ Fair value in R$ 12/31/2024 12/31/2023 12/31/2024 12/31/2023 Instruments as part of cash flow protection strategy Cash flow hedge Zero Cost Collar 6,852,200 4,500,200 (4,328,970) 1,968,337 NDF (R$ x US$) 581,000 505,000 (331,876) 162,776 NDF (€ x US$) 262,088 100,362 Debt hedges Swap SOFR to Fixed (US$) 1,973,705 2,555,626 394,129 741,492 Swap IPCA to CDI (notional in Brazilian Reais)8,128,395 4,274,397 (825,899) 47,645 Swap CNH to Fixed (US$) 165,815 (6,440) Swap CDI x Fixed (US$) 909,612 1,025,000 (776,261) (1,081,964) Pre-fixed Swap R$ to US$ (US$) 200,000 (203,045) Swap CDI x SOFR (US$) 610,171 125,000 (590,764) 25,774 Swap SOFR to SOFR (US$) 150,961 150,961 (37,850) (16,615) Commodity Hedge Swap US$ e US-CPI 138,439 131,510 (80,759) 230,471 Zero Cost Collar (Brent) 163,941 163,100 6,097 (3,148) Swap VLSFO/Brent 39,706 142,794 10,873 22,297 (6,567,720) 1,994,382 Current assets 1,006,427 2,676,526 Non-current assets 2,880,673 1,753,928 Current liabilities (2,760,273) (578,763) Non-current liabilities (7,694,547) (1,857,309) (6,567,720) 1,994,382 (1) The embedded derivative refers to a swap contract for the sale of price variations in US$ and US-CPI within the term of a forest partnership with a standing wood supply contract. The current contracts and the respective protected risks are set forth below: (i) Swap CDI x Fixed US$: positions in conventional swaps exchanging the variation of the Interbank Deposit rate (“DI”) for a fixed rate in US$. The objective is to change the debt indexed in Brazilian Reais to US$, in compliance with the Company's natural exposure to US$ receivables. (ii) Swap IPCA x CDI (notional in Brazilian Reais): positions in conventional swaps exchanging the variation of the Amplified Consumer Price Index (“IPCA”) for the DI rate. The objective is to change the debt indexed in reais, in compliance with the Company's cash position in Brazilian Reais, which is also indexed to DI. (iii) Swap SOFR x Fixed US$: positions in conventional swaps exchanging a post-fixed rate (SOFR) for a fixed rate in US$. The objective is to protect the cash flow against changes in the US interest rate. (1) F-40
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Table of Contents (iv) Pre-Fixed Swap R$ x Fixed US$: positions in conventional swaps of a fixed rate in Reais for a fixed rate in US$. The objective is to change the exposure of debts in Brazilian Reais to US$, in compliance with the Company's natural exposure to US$ receivables. (v) SOFR x SOFR Swap: swap position exchanging a fixed rate added to SOFR for another fixed rate added to SOFR. The objective is to generate a fee discount for Prepayment with the banking institution, allowing for reversal mechanisms. (vi) CDI x SOFR Swap: positions in conventional swaps exchanging the variation in the Interbank Deposit rate (“DI”) for a post-fixed rate (“SOFR”) US$. The objective is to change the debt index in reais to US$, aligning with the natural exposure of the Company's US$ receivables and capturing a lower cost of debt through the fluctuation of SOFR rate projections. (vii) Swap CNH x USD: swap positions exchanging a fixed rate in Chinese yuan for a fixed rate in US$. The objective is to change the exposure of debts in yuan to US$, aligning with the natural exposure of the Company's receivables in US$. (viii) Zero Cost Collar: positions in an instrument that consists of the simultaneous combination of a purchase of put options and the sale of call options in US$, with the same principal amount and maturity, with the objective of protecting the cash flow of exports. Under this strategy, an interval is established where there is no deposit or receipt of financial margin at the option maturity. The objective is to protect the cash flow of exports against the depreciation of the Brazilian Real. (ix) Non-Deliverable Forward contracts (“NDF”): short positions in US$ futures contracts with the objective of protecting the cash flow from exports against the depreciation of the Brazilian Real. (x) Swap US-CPI: The embedded derivative refers to the swap contracts for selling price variations in US$ and the US-CPI in forest partnership with a standing wood supply contract. (xi) Non-Deliverable Forward contracts: EUR and US$: call positions at EUR/US$ parity to protect the Capex cash flow of the Cerrado project against the appreciation of the Euro. (xii) Swap Very Low Sulphur Fuel Oil / Brent (“VLSFO”): Long positions in oil, aimed at hedging logistical costs related to maritime freight contracts against the increase in oil prices. (xiii) Zero Cost Collar (Brent): positions in an instrument that consists of the simultaneous combination of buying call options and selling put options for oil - Brent, with the same principal value and maturity, with the objective of protecting input costs of oil derivatives. In this strategy, an interval is established where there is no deposit or receipt of financial margin at the expiration of the options. The objective is to protect costs against rising oil prices. The variation in the fair values of derivatives on December 31, 2024 compared to the fair values measured on December 31, 2023 are explained substantially by the depreciation of the Brazilian Real against the US$ and by settlements during the year. There were also impacts caused by the variations in the Pre Fixed, Foreign Exchange Coupon and SOFR curves in the operations. It is important to highlight that the outstanding agreements on December 31, 2024 are over-the-counter market operations, without any type of collateral margin or forced early settlement clause due to variations from market marking. F-41
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Table of Contents 4.5.2 Fair Value Maturity Schedule (net amounts) 12/31/2024 12/31/2023 2025 (1,753,846) 2,097,763 2026 (1,699,768) 233,072 2027 (36,905) (574,871) 2028 onwards (3,077,201) 238,418 (6,567,720) 1,994,382 F-42
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Table of Contents 4.5.3 Outstanding assets and liabilities derivatives positions The outstanding derivatives positions are set forth below: Notional value Fair value in R$ Currency 12/31/2024 12/31/2023 12/31/2024 12/31/2023 Debt hedges Assets Swap CDI to Fixed US$ 4,748,394 3,898,011 1,482,759 223,776 Swap Pre-Fixed to US$ US$ 738,800 Swap SOFR to Fixed US$ 1,973,705 2,555,626 424,824 1,104,984 Swap IPCA to CDI R$ 8,382,699 4,320,471 927,586 161,542 Swap CDI to SOFR US$ 3,117,625 644,850 754,173 32,560 Swap CNH to Fixed CNH 1,200,000 Swap SOFR to SOFR US$ 150,961 150,961 4,949 6,681 3,594,291 1,529,543 Liabilities Swap CDI to Fixed US$ 909,612 1,025,000 (2,259,020) (1,305,740) Swap Pre-Fixed to US$ US$ 200,000 (203,045) Swap SOFR to Fixed US$ 1,973,705 2,555,626 (30,695) (363,492) Swap IPCA to CDI R$ 8,128,395 4,274,397 (1,753,485) (113,897) Swap CDI to SOFR US$ 610,171 125,000 (1,344,937) (6,786) Swap CNH to Fixed CNH 165,815 (6,440) Swap SOFR to SOFR US$ 150,961 150,961 (42,799) (23,296) (5,437,376) (2,016,256) (1,843,085) (486,713) Cash flow hedge Zero Cost Collar (US$ x R$) US$ 6,852,200 4,500,200 (4,328,970) 1,968,337 NDF (R$ x US$) US$ 581,000 505,000 (331,876) 162,776 NDF (€ x US$) US$ 262,088 100,362 (4,660,846) 2,231,475 Commodity hedge Swap US-CPI (standing wood) (1)US$ 138,439 131,510 (80,759) 230,471 Zero Cost Collar (Brent) US$ 163,941 163,100 6,097 (3,148) Swap VLSFO/Brent US$ 39,706 142,794 10,873 22,297 (63,789) 249,620 (6,567,720) 1,994,382 (1) The embedded derivative refers to the swap contracts for selling price variations in US$ and the US-CPI in forest partnership with a standing wood supply contract. F-43
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Table of Contents 4.5.4 Fair value settled amounts The settled derivatives positions are set forth below: 12/31/2024 12/31/2023 Cash flow hedge Zero Cost Collar (R$ x US$) 645,759 2,987,953 NDF (R$ x US$) (68,695) 155,458 NDF (€ x US$) 73,781 84,332 650,845 3,227,743 Commodity Hedge 89,327 80,516 Swap VLSFO/other 89,327 80,516 Debt hedges Swap CDI to Fixed (US$) (1,635,058) (438,417) Swap IPCA to CDI (Brazilian Reais) (59,243) 256,683 Swap IPCA to Fixed (US$) 21,139 Swap Pre-Fixed to US$ (221,462) (104,827) Swap SOFR to SOFR 2,199 Swap CDI to SOFR (US$) 19,074 7,729 Swap SOFR to Fixed (US$) 603,737 508,720 (1,290,753) 251,027 (550,581) 3,559,286 4.6 Fair value hierarchy Financial instruments are measured at fair value, which considers the fair value as the price that would be received from selling an asset or paid to transfer a liability in an unforced transaction between market participants at the measurement date. Depending on the inputs used for measurement, the financial instruments at fair value may be classified into three hierarchical levels: (i) Level 1 – Based on quoted prices (unadjusted) for identical assets or liabilities in active markets. A market is considered active if it trades frequently and at a sufficient volume to provide pricing information immediately and continuously, usually obtained from a commodity and stock exchange, pricing service or regulatory agency, and if the prices represent actual market transactions, which occur regularly on a commercial basis; (ii) Level 2 - Based on the prices quoted in active markets for similar assets or liabilities, the prices quoted for identical or similar assets or liabilities in non-active markets, evaluation models for which inputs are observable , such as rates of interest and yield curves, credit volatilities and spreads, and market corroborated information. Assets and liabilities classified in this category are measured based on the discounted cash flow and interest accrual, respectively, for derivative financial instruments and marketable securities. The observable inputs include interest rates and curves, volatility factors and foreign exchange rates; and (iii) Level 3 – Based on unquoted data for assets and liabilities, where the Company applies the income approach technique using the discounted cash flow model. The observable inputs used are the IMA, discount rate and eucalyptus average gross sales price. For the year ended December 31, 2024, there were no changes between the levels of hierarchy and no transfers between levels 1, 2 and 3. F-44
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Table of Contents 12/31/2024 Level 1 Level 2 Level 3 Total Assets At fair value through profit or loss Derivative financial instruments 3,887,100 3,887,100 Marketable securities 1,203,776 12,159,735 13,363,511 1,203,776 16,046,835 17,250,611 At fair value through other comprehensive income Other investments (note 14.1) 1,138,066 1,138,066 1,138,066 1,138,066 Biological assets 22,283,001 22,283,001 22,283,001 22,283,001 Total assets 1,203,776 16,046,835 23,421,067 40,671,678 Liabilities At fair value through profit or loss Derivative financial instruments 10,454,820 10,454,820 10,454,820 10,454,820 10,454,820 10,454,820 12/31/2023 Level 2 Level 3 Total Assets At fair value through profit or loss Derivative financial instruments 4,430,454 4,430,454 Marketable securities 13,267,286 13,267,286 17,697,740 17,697,740 At fair value through other comprehensive income Other investments - (note 14.1) 23,606 23,606 23,606 23,606 Biological assets 18,278,582 18,278,582 18,278,582 18,278,582 Total assets 17,697,740 18,302,188 35,999,928 Liabilities At fair value through profit or loss Derivative financial instruments 2,436,072 2,436,072 2,436,072 2,436,072 Total liabilities 2,436,072 2,436,072 F-45
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Table of Contents 4.7 Cybersecurity Suzano has a Public Information Security Policy, which aims to establish guidelines regarding cyber security management and controls at Suzano, seeking to mitigate vulnerabilities, preserve and protect assets, mainly information and personal data, in accordance with current laws, regulations and contractual obligations, covering the confidentiality, integrity, availability, authenticity and legality of information. The Policy establishes responsibilities to avoid damages, which may represent financial impacts, image and reputation, exposure of information, interruption of operations, among other damages due to cyber- attacks. For the year ended December 31, 2024, no material incidents associated with cybersecurity were identified that could affect the confidentiality, integrity and/or availability of the systems used by the Company. 4.8 Climate change 4.8.1 Risks linked to climate change and the sustainability strategy In view of the nature of the Company's operations, there is inherent exposure to risks related to climate change. The Company's assets, notably biological assets, which are measured at fair value (Note 13), property, plant and equipment (Note 15) and intangible assets (Note 16), may be impacted by climate change, the risks of which were evaluated in the context of preparation of financial statements. For the year ended December 31, 2024, Management considered the main risk data and assumptions highlighted below: (i) Possible impacts on the determination of fair value in biological assets due to: Effects of climate change, such as temperature rises and scarcity of water resources, could impact some of the assumptions used in accounting estimates related to the Company's biological assets, as follow: • Loss of biological assets due to fires and impacts arising from the greater presence and resistance of pests and other forest diseases favored by the gradual increase in temperature; • Reduction in productivity and expected growth (“IMA”) due to reduced availability of water resources in river basins and other atypical weather events such as droughts, frosts and torrential rains; and • Interruptions to the production chain due to adverse weather events. (ii) Scarcity of water resources in the industry: although our units are efficient in the use of water, there are contingency plans for all units affected by possible water shortages and action plans to confront the water crisis in critical regions. (iii) Structural changes in society and their impacts on business, such as: • Regulatory and legal: arising from changes in the Brazilian and/or international scope that require capital investment in new technologies and/or operating costs. Among the expected topics are carbon pricing, customs carbon taxation, trade barriers and/or commercial restrictions related to businesses’ alleged contributions, even if indirect, to the intensification of climate change, which increase the risk of litigation; • Technological: arising from the emergence of improvements and innovations towards an economy with greater energy efficiency and lower carbon. Suzano should continue investing in R&D to reduce greenhouse gas emissions; • Markets: arising from changes to the supply of and demand for certain products and services as climate-related issues begin to be considered in decision-making. The market should increasingly prioritize the reduction of carbon emissions and more sustainable business practices, which may lead to a drop in demand and revenue for Suzano's disposable products and an increase in demand for renewable forests and other sustainable products; and F-46
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Table of Contents • Reputational: related to the perceptions of customers and society in general regarding the positive or negative contribution of an organization to a low carbon economy. (iv) Natural storms, hurricanes, and cyclones: events exacerbated by climate change that can generate direct and/or indirect impacts on Suzano's industrial operations (material damage and operational disruptions) as well as on its logistics operations and value chain. 4.8.2 Compliance with contractual clauses related to sustainability in debt securities and sustainable loans (Sustainability Linked Bonds - “SLB” and Sustainability Linked Loans – “SLL”) The Company issued debt securities and loans linked to sustainability performance targets ("Sustainability Performance Targets - SPT") related to the reduce the intensity of our greenhouse gas emissions, reduce the intensity of water capture for use in industrial processes and increase the percentage of women in leadership positions by December 31, 2025. Non-compliance with these targets may generate future increases in the cost of said debts, while the compliance with the targets may result in a reduction in the cost of SLL's, as provided for in the respective contracts. In 2020, the company issued its first bond based on the SLB Principles. In 2021, Suzano issued two additional Sustainability Linked bonds that, for the first time, were linked to something other than an environmental or social target: a diversity, equity and inclusion target. The goals and their financial impacts on the instruments called SLBs are available in the public prospectus of each of the transactions. The Company's first Sustainability Linked Loan (SLL) was contracted in 2021 and, in 2022 and 2024, the company obtained new loans with the International Finance Corporation (IFC) and with commercial bank syndicates following the guidelines of the SLL Principles. 4.8.3 Climate risk management The Company has a structure dedicated to corporate risk management, including risks related to climate change, with its own methodologies, tools and processes aimed at ensuring the identification, assessment and treatment of its main risks. This allows the continuous monitoring of risks and their eventual impacts, control of the variables involved, and the definition and implementation of mitigating measures, which aim to reduce the identified exposures. The Company's assessment of the potential physical impacts of climate change, as well as those arising from the transition to a low carbon economy is carried out on an ongoing basis, and will continue to evolve. 4.8.4 Opportunities linked to climate change and the sustainability strategy 4.8.4.1 Securities with clauses related to sustainability As disclosed in note 4.8.2, Suzano has Sustainability Linked Bonds (SLB) and Sustainability Linked Loan (SLL) linked to environmental performance indicators associated with a goal to reduce greenhouse gases, intensity the capture of water resources, and aspects of diversity and inclusion, evidencing the Company's commitment as part of the solution to the global climate crisis and in convergence with the implementation of its goal. These funding linked to sustainability goals allow differentiated rates. 4.9 Capital management The main objective is to strengthen the Company’s capital structure, aiming to maintain an appropriate level of financial leverage while mitigating risks that could affect the availability of capital for business development. The Company continuously monitors significant indicators, such as consolidated financial leverage, which is the ratio of total net debt to adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”). F-47
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Table of Contents 5 CASH AND CASH EQUIVALENTS Average yield p.a. % 12/31/2024 12/31/2023 Cash and banks 4.62% 6,596,510 6,561,558 Cash equivalents Local currency Fixed-term deposits (compromised) 100.96 % of CDI 2,422,308 1,784,313 9,018,818 8,345,871 (1) Refers mainly to investments in foreign currency under the Sweep Account modality, which is a remunerated account the balance of which is invested and made available automatically each day. 6 MARKETABLE SECURITIES Average yield p.a. % 12/31/2024 12/31/2023 In local currency Private funds 97.76% of CDI 552,635 1,295,296 Public Securities IPCA + 6.10% 1,203,776 Private Securities ("CDBs") 100.91% of CDI 11,144,881 4,150,313 CDBs - Escrow Account 101.76% of CDI 391,964 443,400 13,293,256 5,889,009 Foreign currency Time deposits 7,333,308 Other 70,255 44,969 70,255 7,378,277 13,363,511 13,267,286 Current 12,971,547 12,823,886 Non-Current 391,964 443,400 (1) Acquisition of Brazil National Treasury Notes indexed to IPCA (NTN-B). (2) Includes escrow accounts, which will be released only after obtaining the applicable governmental approvals, and pending compliance by the Company with the conditions precedent in transactions involving the sale of rural properties. (3) Refers to Time Deposit investments, with maturities over 90 days, which are remunerated bank deposits with specific maturity periods. (1) (1) (2) (3) F-48
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Table of Contents 7 TRADE ACCOUNTS RECEIVABLE 7.1 Breakdown of balances 12/31/2024 12/31/2023 Domestic customers Third parties 1,989,455 1,785,157 Related parties (Note 11.1) 83,343 45,650 Foreign customers Third parties 7,090,160 5,049,609 Related parties (Note 11.1) 202 (-) Expected credit losses (30,300) (31,962) 9,132,860 6,848,454 (1) The balance refers to transactions with Ibema Companhia Brasileira de Papel. The Company carries out factoring transactions for certain customer receivables where it transfers the control of all risks and rewards related to these receivables to the counterparty, so these receivables are derecognized from accounts receivable in the balance sheet. This transaction refers to an additional cash generation opportunity which can be discontinued at any time without significant impacts on the Company's operation and is therefore classified as a financial asset measured at amortized cost. The decision to assign the receivables is continuously reassessed based on market conditions and the Company's cash flow strategy, meaning that the volume of discounts may vary over time. The impact of these factoring transactions on the accounts receivable as of December 31, 2024, was R$6,821,539 (R$4,273,623 as of December 31, 2023). 7.2 Breakdown of trade accounts receivable by maturity 12/31/2024 12/31/2023 Current 8,216,570 5,904,402 Overdue Up to 30 days 682,142 644,644 From 31 to 60 days 134,674 57,395 From 61 to 90 days 38,187 97,639 From 91 to 120 days 17,701 40,533 From 121 to 180 days 12,402 34,708 From 181 days 31,184 69,133 9,132,860 6,848,454 (1) F-49
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Table of Contents 7.3 Roll-forward of expected credit losses 12/31/2024 12/31/2023 Opening balance (31,962) (21,109) (Provisions)/Reversals, net (2,585) (35,202) Write-offs 5,790 24,230 Exchange rate variations (1,543) 119 Closing balance (30,300) (31,962) The Company maintains guarantees for overdue receivables as part of its commercial operations, through credit insurance policies, letters of credit and other guarantees. These guarantees avoid the need to recognize expected credit losses, in accordance with the Company's credit policy. 7.4 Main customers On December 31, 2024, the Company doesn't have any customer responsible for more than 10% of the net sales of pulp operating segment or paper operating segment. On December 31, 2023 the Company had 1 (one) customer responsible for 10.27% of the net sales of pulp operating segment and no main customers in the paper operating segment. 8 INVENTORIES 12/31/2024 12/31/2023 Finished goods Pulp Domestic (Brazil) 801,623 576,774 Foreign 1,510,985 1,271,335 Paper Domestic (Brazil) 561,409 569,771 Foreign 362,027 137,653 Work in process 135,380 93,325 Raw materials Wood 2,287,406 1,666,817 Operating supplies and packaging 1,098,894 795,274 Spare parts and other 1,302,534 931,052 (-) Expected losses (97,934) (95,053) 7,962,324 5,946,948 F-50
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Table of Contents 8.1 Roll-forward of estimated losses 12/31/2024 12/31/2023 Opening balance (95,053) (105,989) Additions (83,705) (65,085) Reversals 6,352 33,666 Write-offs 74,472 42,355 Closing balance (97,934) (95,053) On December 31, 2024 and 2023, there were no inventory items pledged as collateral. 9 RECOVERABLE TAXES 12/31/2024 12/31/2023 IRPJ/CSLL – prepayments and withheld taxes 227,464 464,188 PIS/COFINS – on acquisitions of property, plant and equipment 187,126 93,866 PIS/COFINS – operations 789,667 699,717 PIS/COFINS – exclusions from ICMS 405,407 443,210 ICMS – on acquisitions of property, plant and equipment 471,825 432,793 ICMS – operations 1,654,162 1,470,949 Reintegra program 70,610 64,077 Other taxes and contributions 64,444 45,821 Provision for loss on ICMS credits (1,581,961) (1,452,435) 2,288,744 2,262,186 Current 1,109,619 888,539 Non-current 1,179,125 1,373,647 (1) Social Integration Program (“PIS”) and Social Security Funding Contribution (“COFINS”): Credits whose realization is based on the years of depreciation of the corresponding asset. (2) The Company and its subsidiaries filed lawsuits over the years seeking the exclusion of ICMS from the PIS and COFINS contribution tax basis, in relation to certain transactions during various periods from March 1992. (3) Tax on Sales and Services (“ICMS”): Credits from the acquisition of property, plant and equipment are recovered on a straight-line basis over a four- year period, from the acquisition date, in accordance with the relevant regulation, the ICMS Control on Property, Plant and Equipment (“CIAP”). (4) ICMS credits accrued due to the volume of exports and credit generated from product import transactions: Credits are concentrated in the States of Espírito Santo, Maranhão, Mato Grosso do Sul e São Paulo, where the Company realizes the credits through the sale of credits to third parties, after approval from the State Ministry of Finance of each State. Credits are also being realized through the consumption of consumer goods (tissue) transactions in the domestic market. (5) Special Regime of Tax Refunds for Export Companies ("Reintegra"): Reintegra is a program that aims to refund the residual costs of taxes paid throughout the export chain to taxpayers, to make them more competitive in foreign markets. (6) Related to provisions for ICMS credit balances that are not probable to be recovered. (1) (2) (3) (4) (5) (6) F-51
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Table of Contents 9.1 Roll-forward of provision for loss ICMS 12/31/2024 12/31/2023 Opening balance (1,452,435) (1,103,807) Addition (316,741) (399,838) Reversal 186,014 51,210 Write-off 1,201 Closing balance (1,581,961) (1,452,435) (1) Refers, substantially, to the accumulated ICMS credits of the state of Mato Grosso do Sul, arising from the construction operations of the Cerrado Project, and of the state of Espirito Santo, of the accumulated credits due to the volume of exports. (2) Refers mainly to the reversal of the provision for loss resulting from the recovery of ICMS credits from the State of Espírito Santo through sale to third parties. 10 ADVANCES TO SUPPLIERS 12/31/2024 12/31/2023 Forestry development program and partnerships 2,503,537 2,242,229 Advance to suppliers - others 92,133 113,743 2,595,670 2,355,972 Current 92,133 113,743 Non-current 2,503,537 2,242,229 The forestry development program consists of an incentive partnership for regional forest production, where independent producers plant eucalyptus on their own land to supply agricultural wood products to the Company. Suzano provides eucalyptus seedlings, input subsidies and cash advances, and the latter are not subject to valuation at their present value since they will be settled in volume standing or cut wood. In addition, the Company supports producers by providing technical advice on forest management but does not have joint control over decisions effectively implemented. At the end of the production cycles, the Company has a contractually guaranteed right to make an offer to purchase the forest and/or wood at its market value. However, this right does not prevent producers from negotiating the sale of the forest and/or wood with other market participants, provided the incentive amounts are fully paid. 11 RELATED PARTIES The Company's commercial and financial transactions with the controlling shareholder and Companies owned by the controlling shareholder Suzano Holding S.A. ("Suzano Group") were carried out at specific prices and conditions, as well as the corporate governance practices adopted by the Company, and those recommended and/or required by the applicable legislation. The transactions refers mainly to: Assets: (i) accounts receivable from the sale of pulp, paper, tissue and other products; (ii) interest on shareholder’s capital and dividends receivable; (iii) reimbursement for expenses; and (iv) social services; Liabilities: (i) loan agreements;(ii) reimbursement for expenses; (iii) social services; (iv) real estate consulting; and (v) interest on shareholder’s capital and dividends payable. Amounts in the statements of income: (i) sale of pulp, paper, tissue and other products; (ii) loan charges and exchange variation; (iii) social services and (viii) real estate consulting. (1) (2) F-52
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Table of Contents For the year ended December 31, 2024, there were no material changes in the terms of the agreements, deals and transactions entered into, nor were there any new contracts, agreements or transactions of any different nature entered into between the Company and its related parties. 11.1 Balances recognized in assets and liabilities and amounts of transactions during the year Assets Liabilities Sales (purchases), net 12/31/2024 12/31/2023 12/31/2024 12/31/2023 12/31/2024 12/31/2023 12/31/2022 Transactions with majority shareholders Suzano Holding S.A. 4 24 (630,387) (363,520) 66 9 91 Controller (336,205) (193,883) Management and related persons (55,627) (31,748) Alden Fundo de Investimento em Ações (52,764) (30,428) 4 24 (1,074,983) (619,579) 66 9 91 Transactions with companies of the Suzano Group and other related parties Management (expect compensation – Note 11.2) 61 61 538 (906) (47) Bexma Participações Ltda 7 9 38 Bizma Investimentos Ltda. 7 10 Civelec Participações Ltda 3,860 4,575 4,825 Fundação Arymax 5 3 4 Ibema Companhia Brasileira de Papel 83,343 45,659 (1,413) (1,023) 211,482 168,621 218,226 Instituto Ecofuturo - Futuro para o Desenvolvimento Sustentável21 2 (5,173) (5,549) (4,603) IPLF Holding S.A. 1 10 5 38 Mabex Representações e Participações Ltda. (23) (915) (817) Nemonorte Imóveis e Participações Ltda (177) (178) (194) 87,489 50,297 (1,436) (1,023) 206,640 166,020213,472 87,493 50,321 (1,076,419) (620,602) 206,706 166,029213,563 Assets Trade accounts receivable (Note 7) 83,545 45,650 Other assets 3,948 4,671 Liabilities Trade accounts payable (Note 18) (1,457) (1,023) Dividends and interest on own capital payable (1,074,962) (619,579) 87,493 50,321 (1,076,419) (620,602) (1) Refers to dividends and interest on own capital payable. (2) Refers mainly to the sale of pulp. (3) The amount of R$1,074,962 refers to interest on own capital payable to the controlling shareholders and the amount of R$1,125,955 refers to other non- controlling shareholders, totaling R$2,200,917 (Note 1.2.8). (1) (1) (1) (1) (2) (3) F-53
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Table of Contents 11.2 Management compensation Expenses related to the compensation of key management personnel, which include the Board of Directors, Fiscal Council and Board of Statutory Executive Officers, recognized in the statement of income for the year, are set out below: 12/31/2024 12/31/2023 12/31/2022 Short-term benefits Salary or compensation 48,469 49,165 50,228 Direct and indirect benefits 1,896 2,286 1,099 Bonus 14,881 10,829 7,031 65,246 62,280 58,358 Long-term benefits Share-based compensation plan 99,051 42,130 36,390 99,051 42,130 36,390 164,297 104,410 94,748 Short-term benefits include fixed compensation (salaries and fees, vacation pay, mandatory bonus and “13th month’s salary” bonus), payroll charges (Company’s share of contributions to social security – “INSS”) and variable compensation such as profit sharing, bonuses and benefits (company car, health plan, meal voucher, market voucher, life insurance and private pension plan). Long-term benefits include the stock option plan and phantom shares for executives and key members of Management, in accordance with the specific regulations disclosed in Note 22. 12 INCOME AND SOCIAL CONTRIBUTION TAXES The Company calculates income tax and social contribution taxes, current and deferred, based on the following rates: (i) 15% plus an additional 10% on taxable income in excess of R$240 for IRPJ; and (ii) 9% for CSLL, on the net income. Balances are recognized in the Company's income on an accrual basis. Subsidiaries domiciled in Brazil have their taxes calculated and provisioned in accordance with the current legislation and their specific tax regime, including, in some cases, the presumed profit method. Subsidiaries domiciled abroad are subject to taxation in their respective jurisdictions, according to local regulations. Deferred income and social contribution taxes are recognized at the net amounts in non-current assets or liabilities. In Brazil, Law nº. 12,973/14 revoked article 74 of Provisional Measure nº. 2,158/01 and determines that the parcel of the adjustment of the value of the investment in subsidiaries, direct and indirect, domiciled abroad, equivalent to the profit earned by them before income tax, except for exchange rate variation, must be added in the determination of taxable income and the social contribution calculation basis of the controlling entity domiciled in Brazil, at each year ended. The Company management believes in the validity of the provisions of international treaties entered by Brazil to avoid double taxation. In order to ensure its right to non-double taxation, the Company filed a lawsuit in April 2019, which aims to exempt the double taxation in Brazil, of profits earned by its subsidiary located in Austria, according to Law No. 12,973/14. Due to the preliminary injunction granted in favor of the Company in the aforementioned lawsuit, the Company decided not to add the profit from Suzano International Trading GmbH, located in Austria, when determining its taxable income and social contribution basis of the net profit of the Company for the year ended December 31, 2024. There is no provision for tax related to the non- double taxation profits of such subsidiary in 2024. Disclosures about uncertain tax positions for income tax and social contribution (IFRIC 23) are presented in Note 20.2. F-54
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Table of Contents 12.1 Deferred taxes 12.1.1 Deferred income and social contribution taxes 12/31/2024 12/31/2023 Tax loss 796,831 1,209,968 Negative tax basis of social contribution 307,143 457,030 Assets - temporary differences Provision for judicial liabilities 324,873 324,158 Operating provisions and other losses 1,308,352 1,214,807 Exchange rate variations 7,385,034 2,384,153 Derivatives losses (“MtM”) 2,230,835 Amortization of fair value adjustments arising from business combinations625,745 654,358 Unrealized profit on inventories 539,157 151,578 Leases 606,944 356,110 14,124,914 6,752,162 Liabilities - temporary differences Goodwill - tax benefit on unamortized goodwill 1,589,887 1,301,654 Property, plant and equipment - deemed cost 1,066,883 1,137,483 Depreciation for tax-incentive reason 733,640 799,857 Capitalized loan costs 947,482 640,063 Fair value of biological assets 1,317,095 1,115,432 Deferred taxes, net of fair value adjustments 342,141 370,947 Tax credits - gains from tax lawsuit (exclusion of ICMS from the PIS and COFINS basis) 137,928 150,691 Derivatives gains (“MtM”) 678,090 Other temporary differences 18,439 24,109 6,153,495 6,218,326 Non-current assets 7,984,015 545,213 Non-current liabilities 12,596 11,377 (1) Tax depreciation is taken as a benefit only in the income tax calculation bases. (2) The Company presents a net balance of derivatives and leases, as gains and losses from deferred taxes are offset simultaneously. For the derivatives line, the passive temporary difference was R$1,321,614 and asset temporary difference of R$3,552,449 (passive temporary difference of R$1,506,354 and asset temporary difference of R$828,264 as of December 31, 2023). For the lease line, the passive temporary difference was R$1,763,847 and asset temporary difference was R$2,370,791 (passive temporary difference of R$1,766,776 and asset temporary difference of R$2,122,886 as of December 31, 2023). 12.1.2 Breakdown of accumulated tax losses and social contribution tax losses carried forward 12/31/2024 12/31/2023 Tax loss carried forward 3,187,324 4,839,872 Negative tax basis of social contribution carried forward 3,412,700 5,078,111 (2) (2) (1) (2) F-55
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Table of Contents 12.1.3 Roll-forward of deferred tax assets 12/31/2024 12/31/2023 Opening balance 533,836 3,985,297 Tax loss (413,137) 2,872 Negative tax basis of social contribution (149,887) 11,780 Provision for judicial liabilities 715 55,562 Operating provisions and other losses 93,545 215,779 Exchange rate variation 5,000,881 (1,913,350) Derivative (gains) losses (“MtM”) 2,908,925 (668,926) Amortization of fair value adjustments arising from business combinations193 2,219 Unrealized profit on inventories 387,579 (211,474) Leases 250,834 (8,728) Goodwill - tax benefit on unamortized goodwill (288,233) (278,551) Property, plant and equipment - deemed cost 70,600 79,866 Depreciation accelerated for tax-incentive reason 66,217 70,140 Capitalized loan costs (307,419) (429,229) Fair value of biological assets (201,663) (412,158) Credits on exclusion of ICMS from the PIS/COFINS tax base 12,763 43,430 Other temporary differences 5,670 (10,693) Closing balance 7,971,419 533,836 F-56
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Table of Contents 12.2 Reconciliation of the effects of income tax and social contribution on profit or loss 12/31/2024 12/31/2023 12/31/2022 Net income (loss) before taxes (13,111,053) 17,997,216 28,655,581 Income tax and social contribution benefit (expense) at statutory nominal rate of 34% 4,457,758 (6,119,053) (9,742,898) Tax effect on permanent differences Taxation (difference) on profit of associates in Brazil and abroad 484,717 1,688,656 4,915,243 Equity method (4,707) (6,589) 96,685 Thin capitalization (46,796) (505,553) Interest on own capital 850,000 510,000 — Credit related to Reintegra Program 11,896 7,176 7,829 Director bonuses (9,587) (4,907) (12,208) Tax incentives (Note 12.3) 336,541 128,650 51,839 Donations/Fines – Other (60,271) (47,972) (71,631) 6,066,347 (3,890,835) (5,260,694) Income tax Current (999,421) (352,577) (464,312) Deferred 5,482,647 (2,561,991) (3,485,267) 4,483,226 (2,914,568) (3,949,579) Social Contribution Current (366,178) (42,815) (46,584) Deferred 1,949,299 (933,452) (1,264,531) 1,583,121 (976,267) (1,311,115) Income and social contribution benefits (expenses) on the year 6,066,347 (3,890,835) (5,260,694) (1) The difference in the taxation of subsidiaries is substantially due to the differences between the nominal tax rates in Brazil and those of subsidiaries located abroad. (2) The Brazilian thin capitalization rules establish that interest paid or credited by a Brazilian entity to a related party abroad may only be deducted for income tax and social contribution purposes if the interest expense is viewed as necessary for the activities of the local entity, and when certain limits and requirements are met. On December 31, 2024, all limits and requirements were met, and on December 31, 2023 and 2022, the Company did not meet all of the limits and requirements, and therefore the expense is not deductible for the period. (3) Income tax and social contribution deduction on profit or loss referring to the use of tax incentives: (i) exploitation profits, (ii) expenses with research and development, (iii) PAT benefits ("Worker Food Program"), (iv) donations made in cultural projects, (v) children and adolescents rights funds, (vi) sports incentives, (vii) funds for the elderly and (viii) extensions to maternity and paternity leave. 12.3 Tax incentives The Company benefits from a tax incentive for partial reduction of the income tax obtained from operations carried out in areas under the jurisdiction of the Northeast Development Superintendence (“SUDENE”) and the Superintendence of Amazon Development (“SUDAM”). The IRPJ reduction incentive is calculated based on the activity profits (exploitation profits) and considers the allocation of the operating profit based on the incentive production levels for each product. (1) (2) (3) F-57
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Table of Contents Area/Regions Company Maturity Northeast Development Superintendence (“SUDENE”) Aracruz (ES) Portocel 2030 Aracruz (ES) Suzano 2031 Imperatriz (MA) Suzano 2032 Mucuri (BA) Suzano 2032 São Luís (MA) Itacel 2033 Eunápolis (BA) Veracel 2033 Superintendence of Amazon Development (“SUDAM”) Belém (PA) Suzano 2025 On June 13, 2024, the tax incentive for exploitation profits was approved for the company Terminal de Celulose de Itaqui S/A and on July 22, 2024, the tax incentive request was renewed for the company Veracel Celulose S/A in areas under the jurisdiction of the SUDENE, granting a 75% reduction in Corporate Income Tax (IRPJ), with a validity of 10 years for utilizing this tax benefit. These incentives aim to promote regional development by encouraging investments in strategic areas. 12.4 OECD PILLAR TWO MODEL RULES In December 2021, the Organization for Economic Co-operation and Development (“OECD”) announced the guidelines for the Pillar Two model, aiming for a reform in international corporate taxation to ensure that multinational economic groups, covered by such regulations, contribute an effective minimum tax at a rate of 15% on profits. Each country's effective profit tax rate, as calculated by this model, is called the GloBE (Global Anti-Base Erosion Rules) effective tax rate. These rules await approval in the local legislation of each country. In the context of Suzano, compliance with OECD guidelines on international taxation is a strategic priority. Many countries have already released legislation or plans on the adoption of Pillar Two rules and the calculation of GloBE revenue, considering the global minimum rate of 15% for multinationals with consolidated revenue above EUR750 million. From 2024, the Company is subject to the OECD Pillar Two model rules in certain European jurisdictions where it operates, with Austria standing out as a relevant operation. To date, there has been no material impact on the financial statements due to this topic. In December 2024, Law 15.079/2024 was published, establishing the Additional Social Contribution on Net Income (CSLL) in the process of adapting Brazilian legislation to the GloBE rules, whose application comes into effect as of January 1, 2025. The main impact is the need to adapt compliance structures and the calculation of any additional CSLL (Top-up Tax). The Company reaffirms its commitment to tax compliance and is already taking the necessary actions to ensure the proper implementation of the new rule in Brazil, in line with global best practices and current legislation. The Company also continually assesses legislative developments in the jurisdictions in which it operates in order to map potential effects on its operations. F-58
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Table of Contents 13 BIOLOGICAL ASSETS The roll-forward of biological assets is as set forth below: 12/31/2024 12/31/2023 Opening balance 18,278,582 14,632,186 Additions 7,180,450 5,777,952 Additions of merged companies 366,785 Depletions (4,831,916) (3,680,997) Transfers 102,790 (136,297) Gain on fair value adjustments 1,431,530 1,989,831 Disposals (130,922) (128,370) Write-offs (114,298) (175,723) Closing balance 22,283,001 18,278,582 (1) Refers to the acquisition and merger of 100% of the share capital of the companies Timber VII and Timber XX (note 1.2.6). The calculation of fair value of the biological assets is determined using unobservable data, therefore it falls under Level 3 in the hierarchy set forth in IFRS 13 — Measurement of Fair Value. In our model, the assumptions regarding the average annual growth rate (IMA) and average gross selling price of eucalyptus are particularly sensitive. Any increase or decrease in these assumptions could lead to significant gains or losses in the fair value measurement. The assumptions used in the measurement of the fair value of biological assets were as follow: (i) Average cycle of forest formation between 6 and 7 years; (ii) Effective area of forest from the 3rd year of planting; (iii) The IMA consists of the estimated volume of production of wood with bark in m3 per hectare, ascertained based on the genetic material used in each region, silvicultural practices and forest management, production potential, climate factors and soil conditions; (iv) The estimated average standard cost per hectare includes silvicultural and forest management expenses, applied to each year of formation of the biological cycle of the forests, plus the costs of land lease agreements and the opportunity cost of owning land; (v) The average gross selling prices of eucalyptus were based on specialized research on transactions carried out by the Company with independent third parties; and (vi) The discount rate corresponds to the Weighted Average Cost of Capital (“WACC”). (1) F-59
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Table of Contents The table below discloses the measurement of the premises adopted: 12/31/2024 12/31/2023 Useful productive planted area (hectare) 1,243,191 1,094,611 Mature assets (6 to 7 years) 191,737 144,942 Immature assets (1 to 5 years) 1,051,454 949,669 Average annual growth (IMA) – m/hectare/year 37.62 37.92 Average gross sale price of eucalyptus – R$/m 101.38 96.04 Discount rate (post-tax) 8.80 % 8.80 % The pricing model considers the net cash flows, after the deduction of taxes on profit at the applicable rates. The fair value adjustment justified by the combined variations of the indicators mentioned above resulted in a positive variation of R$1,431,530 recognized in other operating income (expenses), net (Note 29). 12/31/2024 12/31/2023 Physical changes and discount rate 609,259 1,575,017 Price 822,271 414,814 1,431,530 1,989,831 1) Includes the variation of indicators: IMA, discount rate and area. The Company manages the financial and climate risks related to its agricultural activities in a preventive manner. To reduce the risks arising from edaphoclimatic factors, the weather is monitored through meteorological stations and, in the event of pests and diseases, our Department of Forestry Research and Development, an area specialized in physiological and phytosanitary aspects, has procedures to diagnose and act rapidly against any occurrences and losses (Note 4.8). The Company has no biological assets pledged as collateral on December 31, 2024 and 2023. 3 3 (1) F-60
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Table of Contents 14 INVESTMENTS 14.1 Investments breakdown 12/31/2024 12/31/2023 Investments in associates and joint ventures 453,371 355,520 Goodwill 225,486 228,887 Other investments evaluated at fair value through other comprehensive income 1,138,066 23,606 1,816,923 608,013 (1) Includes the acquisition of the equity interest in Lenzing Aktiengesellschaft (note 1.2.5). On December 31, 2024, the value of the investment was R$1,099,870 in the consolidated accounts. 14.2 Investments in associates and joint ventures Information of investees as at Company Participation 12/31/2024 Carrying amount In the income (expenses) for the year Equity Income (expenses) of the year Participation equity (%) 12/31/2024 12/31/2023 12/31/2024 12/31/2023 Associate Foreign Ensyn Corporation 6 (17,776) 24.80 % 2 387 (6,966) (12,448) Spinnova Plc 507,482 (56,117) 18.77 % 95,254 95,736 (19,690) (20,109) Simplifyber, Inc. 13.91 % 30,060 125,316 96,123 (26,656) (32,557) Joint ventures Domestic (Brazil) Biomas - Serviços Ambientais, Restauração e Carbono Ltda. 17,536 (30,151) 16.66 % 2,923 2,797 (4,874) (2,203) Ibema Companhia Brasileira de Papel 388,580 74,547 49.90 % 193,901 156,703 37,199 35,161 Foreign F&E Technologies LLC 12,756 50.00 % 6,378 4,987 Woodspin Oy 249,706 (38,665) 50.00 % 124,853 94,910 (19,514) (19,780) 328,055 259,397 12,811 13,178 Other investments evaluated at fair value through other comprehensive income Bem Agro Integração e Desenvolvimento S.A. 5.82 % 4,026 Celluforce Inc. 8.28 % 27,823 23,606 Nfinite Nanotechnology Inc. 5.00 % 6,347 Lenzing Aktiengesellschaft 15.00 % 1,099,870 1,138,066 23,606 1,591,437 379,126 (13,845) (19,379) (1) The average share price quoted on the Nasdaq First North Growth Market (NFNGM) was EUR0.95 on December 31, 2024 and EUR2.40 in December 31, 2023. (2) On December 13, 2024, Suzano Ventures LLC acquired an equity interest in the legal entity Simplifyber, Inc., which is an indirect subsidiary of Suzano S.A. (3) Includes the acquisition of the equity interest in Lenzing Aktiengesellschaft (note 1.2.5). (1) (1) (2) (3) F-61
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Table of Contents 15 PROPERTY, PLANT AND EQUIPMENT Land Buildings Machinery, equipment and facilities Work in progress Other Total Average rate % 3.34 6.78 19.38 Accumulated cost 14,486,408 9,644,875 45,160,365 10,373,151 1,281,328 80,946,127 Accumulated depreciation (3,879,898) (25,541,712) (867,883) (30,289,493) Balance as of December 31, 2022 14,486,408 5,764,977 19,618,653 10,373,151 413,445 50,656,634 Additions 54,027 15 467,032 10,742,118 17,949 11,281,141 Additions of merged companies 4,572 111,495 453,617 8,306 11,175 589,165 Write-offs (25,090) (36,184) (133,249) (56,869) (251,392) Depreciation (313,304) (2,570,734) (145,092) (3,029,130) Transfers and other 339,272 379,495 2,702,633 (3,638,466) 259,717 42,651 Accumulated cost 14,859,189 10,032,317 48,456,537 17,485,109 1,491,663 92,324,815 Accumulated depreciation (4,125,823) (27,918,585) (991,338) (33,035,746) Balance as of December 31, 2023 14,859,189 5,906,494 20,537,952 17,485,109 500,325 59,289,069 Additions 697 558 415,147 7,490,762 28,904 7,936,068 Additions of merged companies 1,699,588 775 413 1,992 1,702,768 Write-offs (10,724) (7,455) (118,499) (9,324) (146,002) Depreciation (366,398) (3,214,550) (222,993) (3,803,941) Transfers and other 226,598 3,988,619 16,660,035 (21,465,336) 598,162 8,078 Accumulated cost 16,775,348 13,816,631 62,822,096 3,510,535 1,806,592 98,731,202 Accumulated depreciation (4,294,038) (28,541,598) (909,526) (33,745,162) Balance as of December 31, 2024 16,775,348 9,522,593 34,280,498 3,510,535 897,066 64,986,040 (1) Includes vehicles, furniture and utensils and computer equipment. (2) The addition of work in progress refers, mainly to the Cerrado Project, of which R$1,254,521 is a cash effect in the previous periods (R$393,042 as of December 31, 2023). (3) Refers to the acquisition and merger of 100% of the share capital of the companies Timber VII and Timber XX (note 1.2.6). (4) Refers, basically, to the activation of the Cerrado Project, that started its operation on July 21, 2024 (note 1.2.2). On December 31, 2024, the Company evaluated the business, market and climate impacts, and did not identify any event that indicated the need to perform an impairment test and to record any impairment provision for property, plant and equipment. (1) (2) (3) (4) F-62
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Table of Contents 15.1 Items pledged as collateral On December 31, 2024, property, plant and equipment items pledged as collateral, consisting mainly of the units of Ribas do Rio Pardo, Três Lagoas and Imperatriz are set forth below: Type of collateral 12/31/2024 12/31/2023 Land Financial/Legal 24,427 3,198,674 Buildings Financial 1,755,082 1,947,075 Machinery, equipment and facilities Financial 20,442,189 10,393,344 Work in progress Financial 427,998 649,081 Other Financial 43,487 144,273 22,693,183 16,332,447 15.2 Capitalized expenses For the year ended December 31, 2024, the Company capitalized loan costs in the amount of R$959,967 (R$1,160,364 as of December 31, 2023). The weighted average interest rate, adjusted by the equalization of the exchange rate effects, utilized to determine the capitalized amount was 11.17% p.a. (10.98% p.a. as of December 31, 2023). 15.3 Asset Retirement Obligation (ARO) For the year ended December 31, 2024, the Company has provisioned the amount of R$65,327 (R$52,566 as of December 31, 2023) arising asset retirement obligation of industrial landfills. F-63
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Table of Contents 16 INTANGIBLE 16.1 Goodwill and intangible assets with indefinite useful lives 12/31/2024 12/31/2023 Goodwill - Facepa 119,332 119,332 Goodwill - Fibria 7,897,051 7,897,051 Goodwill - MMC Brasil 170,859 170,859 Other 5,097 4,834 8,192,339 8,192,076 (1) Refers to the goodwill of the MMC Brasil business combination. (2) Refers to other intangible assets with indefinite useful lives such as servitude of passage and electricity. The goodwill is based on expected future profitability supported by valuation reports, after the purchase price allocation. Goodwill is allocated to cash-generating units as presented in Note 28.4. For the pulp cash-generating unit (“CGU”), the calculation of the value in use of non-financial assets is performed annually using the discounted cash flow method. In 2024 the Company used the strategic plan and the annual budget with projected increases to 2029 and the average rate in perpetuity of the cash generating units considering a nominal rate of 3.6% p.a. from this date, based on historical information for previous years, economic and financial projections from each specific market in which the Company has operations, and additionally include official information disclosed by independent institutions and government agencies. The discount rate, after taxes, adopted by Management was 8.91% p.a., calculated based on the Weighted Average Cost of Capital (“WACC”). The assumptions in the table set forth below were also adopted: Net average pulp price – Foreign market (US$/t) 684.9 Net average pulp price – Internal market (US$/t) 735.5 Average exchange rate (R$/US$) 5.40 Discount rate (pos-tax) 8.91% p.a. Discount rate (pre-tax) 12.50% p.a. For the year ended December 31, 2024, the Company did not identify the need to record any impairment provision for intangible assets. If the post-tax discount rate applied to the cash flow projections of both cash-generating units had been 1% higher than management’s estimates (9.91% instead of 8.91%), the Company would still not need to record an impairment provision. The Company have considered and assessed possible changes for other key assumptions and have not identified any instances that could cause the carrying amount of the cash generating units to exceed its recoverable amount. For the paper cash-generating unit (“CGU”), the asset recoverability test is carried out annually based on the EV/EBITDA multiple method. For the year ended December 31, 2024, the Company did not identify the need to record any impairment provision for intangible assets. 16.2 Intangible assets with limited useful lives (1) (2) F-64
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Table of Contents 12/31/2024 12/31/2023 Opening balance 6,557,009 7,173,183 Additions 161,779 104,931 Fair value adjustment MMC Brasil 189,655 Write-offs (2) Amortization (1,008,824) (990,432) Transfers and others 79,674 Closing balance 5,709,964 6,557,009 Represented by Average rate % Non-competition agreements 5.00 4,508 4,818 Port concessions 3.94 632,253 537,179 Lease agreements 16.90 6,875 Supplier agreements 12.66 25,925 40,739 Port service contracts 4.23 520,459 549,821 Cultivars 14.28 20,391 40,784 Trademarks and patents 8.35 170,306 188,723 Customer portfolio 9.09 4,104,900 4,925,879 Supplier agreements 17.64 295 10,861 Software 20.80 201,476 141,178 Other 10.00 29,451 110,152 5,709,964 6,557,009 Cost 12,540,497 12,378,761 Amortization (6,830,533) (5,821,752) Closing balance 5,709,964 6,557,009 17 TRADE ACCOUNTS PAYABLE 12/31/2024 12/31/2023 In local currency Third party 4,681,065 3,946,185 Related party (Note 11.1) 1,457 1,023 In foreign currency Third party 1,350,763 1,625,011 6,033,285 5,572,219 (1) Within the balance of suppliers, there are values under supplier finance arrangement that were subject to anticipation with financial institutions at the exclusive option of certain suppliers, without changing the originally defined purchase conditions (payment terms and negotiated prices). The balance related to such operations on December 31, 2024 was R$555,063 (R$281,350 at December 31, 2023). (2) Within the balance of suppliers, the following balances refer to the Cerrado Project, R$107,418 (R$523,408 on December 31, 2023) in local currency and R$241,497 (R$1,080,028 on December 31, 2023) in foreign currency. (3) The balance refers mainly to transactions with Ibema Companhia Brasileira de Papel. 17.1 Long-term commitments (1) (2) (3) (2)
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Table of Contents The Company entered into long-term take-or-pay agreements with chemicals, transportation and natural gas suppliers. These agreements contain termination and supply interruption clauses in the event of defaults on certain essential obligations. Generally, the Company purchases the minimum amounts agreed under the agreements, and hence there is no liability recorded in the amount that is recognized each month. The total contractual obligations assumed on December 31, 2024 were R$26,239,939 (R$14,606,380 at December 31, 2023). 18 LOANS, FINANCING AND DEBENTURES 18.1 Breakdown by type Current Non-current Total Type CurrencyInterest rate Average annual interest rate - % 12/31/2024 12/31/2023 12/31/2024 12/31/2023 12/31/2024 12/31/2023 In foreign currency Bonds USD Fixed 5.0 % 3,229,641 841,625 49,166,804 40,122,749 52,396,445 40,964,374 Panda Bonds CNY Fixed 2.8 % 4,224 1,016,331 1,020,555 Export credits (“export prepayments”) USD SOFR/Fixed 5.4 % 6,236,806 2,690,891 16,283,736 14,487,252 22,520,542 17,178,143 Assets financing USD SOFR 3.7 % 137,300 61,924 298,252 220,199 435,552 282,123 ECA - Export Credit Agency USD SOFR 6.3 % 7,297 769,702 776,999 IFC - International Finance Corporation USD SOFR 6.0 % (12,051) 731 5,858,208 2,871,399 5,846,157 2,872,130 EDC - Export Development CanadaEUR Fixed 1.0 % 4,210 7,903 4,455 8,665 7,903 9,607,427 3,603,07473,397,488 57,701,59983,004,915 61,304,673 In local currency BNDES BRL UMBNDES 7.2 % 157 157,555 157,712 BNDES BRL TJLP 8.6 % 100,556 49,348 101,587 199,988 202,143 249,336 BNDES BRL TLP 14.8 % 94,903 57,060 4,607,102 3,123,727 4,702,005 3,180,787 BNDES BRL Fixed 4,020 4,020 BNDES BRL SELIC 14.5 % 243,223 65,013 704,825 857,419 948,048 922,432 BNDES BRL TR 2.2 % 84 70,015 70,099 Assets financing BRL CDI 18.1 % 18,427 17,037 56,956 71,235 75,383 88,272 NCE (“Export credit notes”) BRL CDI 18.5 % 3,027 3,114 100,000 100,000 103,027 103,114 NCR (“Rural producer certificates”) BRL CDI 14.8 % 312,652 101,739 2,000,000 1,998,270 2,312,652 2,100,009 Export credits (“export prepayments”) BRL Fixed 791,306 791,306 Debentures BRL CDI/IPCA 15.4 % 120,931 66,536 9,738,616 8,362,207 9,859,547 8,428,743 893,960 1,155,17317,536,656 14,712,84618,430,616 15,868,019 10,501,387 4,758,24790,934,144 72,414,445101,435,531 77,172,692 Interest on financing 1,541,312 1,232,810 1,541,312 1,232,810 Non-current funding 8,960,075 3,525,437 90,934,144 72,414,445 99,894,219 75,939,882 10,501,387 4,758,24790,934,144 72,414,445101,435,531 77,172,692 (1) The balances shown as negative correspond to fundraising costs (1) F-66
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Table of Contents 18.2 Breakdown by maturity - non-current 2026 2027 2028 2029 2030 2031 onwards Total In foreign currency Bonds 3,074,751 4,318,390 3,083,311 10,758,081 6,150,231 21,782,040 49,166,804 Panda Bonds (1,211) 1,017,542 1,016,331 Export credits (“export prepayments”) 5,668,270 4,889,574 3,832,090 1,893,802 16,283,736 Assets financing 110,452 112,204 69,012 6,584 298,252 ECA - Export Credit Agency (670) (845) (780) (912) (847) 773,756 769,702 EDC - Export Development Canada 1,114 1,114 1,114 1,113 4,455 IFC - International Finance Corporation (6,668) 305,291 1,587,751 2,613,047 1,358,787 5,858,208 8,844,924 10,642,156 8,572,498 15,271,716 7,509,285 22,556,909 73,397,488 In local currency BNDES – TJLP 90,078 3,634 3,634 3,634 607 101,587 BNDES – TLP 98,668 158,812 155,980 141,823 366,249 3,685,570 4,607,102 BNDES – SELIC 254,966 33,888 33,933 33,979 34,024 314,035 704,825 BNDES – TR 4,178 4,734 4,734 4,734 4,734 46,901 70,015 BNDES - UMBNDES 4,258 8,516 8,516 8,516 8,516 119,233 157,555 Assets financing 18,741 19,114 19,034 67 56,956 NCE (“Export credit notes”) 25,000 25,000 25,000 25,000 100,000 NCR (“Rural producer certificates”) 2,000,000 2,000,000 Debentures (7,431) (11,767) 738,297 (11,477) 518,399 8,512,595 9,738,616 463,458 241,931 989,128 206,276 2,957,529 12,678,334 17,536,656 9,308,382 10,884,087 9,561,626 15,477,992 10,466,814 35,235,243 90,934,144 (1) The balances shown as negative correspond to fundraising costs, which are amortized on a straight-line basis. 18.3 Roll-forward of loans, financing and debentures 12/31/2024 12/31/2023 Opening balance 77,172,692 74,574,591 Fundraising, net of issuance costs 15,692,905 10,944,794 Interest accrued 5,413,707 4,797,094 Monetary and exchange rate variation, net 17,728,324 (4,185,675) Settlement of principal (9,410,807) (4,296,447) Settlement of interest (5,241,389) (4,728,998) Amortization of fundraising costs 80,099 67,333 Closing balance 101,435,531 77,172,692 (1) (1) (1) (1) F-67
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Table of Contents 18.4 Fundraising costs The fundraising costs are amortized based on the terms of agreements and the effective interest rate. Balance to be amortized Type Cost Amortization 12/31/2024 12/31/2023 Bonds 434,970 266,520 168,450 164,825 NCE 125,222 125,222 2,696 Export credits (“export prepayments”) 219,946 156,866 63,080 52,162 Debentures 159,675 34,012 125,663 102,235 BNDES 81,730 55,953 25,777 9,854 IFC - International Finance Corporation 81,726 3,007 78,719 38,911 Others 20,912 14,113 6,799 598 1,124,181 655,693 468,488 371,281 18.5 Guarantees Some loan and financing agreements have guarantees clauses, in which the financed equipment or other property, plant and equipment is offered as collateral by the Company, as disclosed in Note 15.1. The Company does not have contracts with restrictive financial clauses (financial covenants) which must be complied with. 18.6 Relevant transactions entered into during the year 18.6.1 Export Prepayment On February 15, 2024, the Company raised, with several banks (a syndicated operation), an export prepayment ("EPP") in the amount of US$780,000 (equivalent to R$3,877,380), at a floating rate based on SOFR + 1.65% p.a (increasing by 0.05% p.a until maturity), with final maturity in February 2029, as part of the rollover process of a partially settled EPP on the same date. 18.6.2 Rural Credit Note On March 28, 2024, the Company raised, with Safra Bank, a Rural Credit Note in the amount of R$200,000, with a post- fixed interest rate of 100% of the CDI, with final maturity in March 2025. 18.6.3 Export Development Canada (“EDC”) On April 30, 2024, the Company raised with from EDC in the amount of US$125,000 (equivalent to R$646,475) at a floating rate of SOFR + 1.74%, with final maturity in April 2031. 18.6.4 Debentures On May 29, 2024, the Company issued simple, non-convertible debentures, unsecured, in three series, totaling R$5,900,000, as part of a debt rollover strategy. The debenture consists of three parts: (i) R$1,000,000 at a cost of CDI + 0.80% p.a., with a total term of eight years and equal amortizations in May 2031 and May 2032; (ii) R$4,000,000 at a cost of CDI + 1% p.a., with a total term of ten years and equal amortizations in May 2033 and May 2034; and (iii) R$900,000 (incentivized debenture) at a cost of IPCA + 6.11% p.a., with a total term of twelve years and equal amortizations in May 2035 and May 2036. 18.6.5 BNDES On June 27, 2024, the Company raised with from BNDES in the amount of R$65,000, indexed by the Long-Term Interest Rate (TLP - 5.56% p.a.), plus fixed interest of 1.75% p.a., with a one-year principal grace period and final maturity in December 2043. The funds were allocated to industrial projects. F-68
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Table of Contents On August 26, 2024, the Company raised from BNDES in the amount of R$1,110,000, indexed by the Long-Term Rate (TLP = IPCA + 5.48% p.a.), plus fixed interest of 1.75% p.a., with a 7-year principal grace period and final maturity in May 2044. The funds were allocated to forestry projects. On October 16, 2024, the Company raised from BNDES in the amount of R$32,000, indexed by the Long-Term Rate (TLP - 5.27% p.a.), plus fixed interest of 1.75% p.a., with final maturity in October 2042. The funds were allocated to industrial projects. On November 8, 2024, the Company raised from BNDES in the amount of R$154,000, indexed by the Long-Term Rate (TLP - 5.23% p.a.), plus fixed interest of 1.65% p.a., with final maturity in December 2037. The funds were allocated to forestry projects. On December 20, 2024, the Company raised from the BNDES in the amount of R$61,000, indexed by the reference rate (“TR”), plus fixed interest of 2.24% p.a., with a grace period of 1 year and final maturity in December 2040. The funds were allocated to technological innovation projects. On December 26, 2024, the Company raised from the BNDES in the amount of R$208,981, indexed by the exchange rate variation of the US dollar against the Real, plus fixed interest of 1.65% p.a., with a grace period of one and a half years and final maturity in December 2044. The funds were allocated for industrial projects. 18.6.6 Advance of exchange contract (“ACC”) On May 17, 2024, the Company rolled over an ACC of US$100,000 (equivalent to R$555,890), indexed at a fixed rate of 6% p.a. and originally maturing on May 17, 2024, to a new rate of 6.46% p.a. with a new maturity on May 19, 2025. On June 5, 2024, the Company raised an ACC from BNP bank in the amount of US$15,000 (equivalent to R$83,383), indexed at a fixed rate of 6.43% p.a., with a maturity on June 9, 2025. On June 21, 2024, the Company rolled over an ACC of US$35,000 (equivalent to R$194,561), indexed at a fixed rate of 6.52% p.a. and originally maturing on June 21, 2024, to a new rate of 6.54% p.a. with a new maturity on May 21, 2025. 18.6.7 Panda Bonds On November 15, 2024, the Company issued a panda bond in China in the amount of CNY1,200,000 (equivalent to US$166,000 and R$960,891) at a fixed cost of 2.8% with a final term of three years. The Panda Bonds have been certified as green bonds according to the analysis of the China Green Bond Standard Committee. Suzano has also voluntarily obtained an independent Second Party Opinion from Sustainalytics US Inc., which ensures that the allocation of funds under this operation is in line with the Green Bond Principles published by the International Capital Markets Association (ICMA). 18.6.8 International Finance Corporation (“IFC”) On December 10, 2024, the Company drew down the amount available under a credit line with the IFC and a syndicate of commercial banks, in the amount of US$350,000 (equivalent to R$2,118,515). The financing is made up of the following parts: (i) “B-loan - tranche 1”, in the amount of US$105,000 (equivalent to R$635,554), at a cost of Term SOFR + 1.60% p.a. and a total term of five years. and a total term of five years, with a principal grace period of three years; and (ii) “B-Loan - tranche 2”, in the amount of US$245,000 (equivalent to R$1,482,961) at a cost of Term SOFR + 1.80% p.a. and a total term of six years, with a principal grace period of four years. The credit operation has sustainability performance indicators (KPIs) associated with targets for: (a) reducing the intensity of greenhouse gas (GHG) emissions; and (b) increasing the representation of women in leadership positions in the company. The funds will be allocated to the Cerrado Project. F-69
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Table of Contents 18.7 Significant transactions settled during the year 18.7.1 Export Prepayment On February 15, 2024, the Company partially settled, in advance, a pre-export facility with several banks (a syndicated operation), in the total amount of US$620,000 (equivalent to R$3,209,057 (principal and interest)). The residual amount of this operation maintained its original maturity in February 2026, with a floating rate based on SOFR + 1.41% p.a. On June 7, 2024, the Company early settled a debenture with Bradesco bank in the total amount of R$4,926,631 (principal and interest) as part of a debt rollover strategy. The original maturity of the debenture was in June 2025 and June 2026, with an annual rate of 112.5% of CDI. 19 LEASES 19.1 Right of use The balances rolled-forward are set out below: Lands Machinery and equipment Buildings Ships and boats Vehicles Total Balances at December 31, 2022 3,283,156 112,553 85,756 1,623,118 4,643 5,109,226 Additions/updates 496,236 206,847 101,124 9,702 813,909 Depreciation (386,436) (134,587) (59,448) (124,890) (2,346) (707,707) Write-offs (12,658) (6,139) (18,797) Balances at December 31, 2023 3,380,298 184,813 127,432 1,498,228 5,860 5,196,631 Additions/updates 506,373 157,542 41,235 39,076 744,226 Depreciation (408,000) (167,312) (54,275) (124,890) (2,587) (757,064) Write-offs (3,102) (3,102) Balances at December 31, 2024 3,475,569 175,043 114,392 1,373,338 42,349 5,180,691 (1) The amount of depreciation related to land is substantially reclassified to biological assets to make up the formation costs. (2) Write-off due to cancellation of contracts. On December 31, 2024 and 2023, the Company does not have commitments to lease agreements not yet in force. 19.2 Lease liabilities The balance of lease payables on December 31, 2024, measured at present value and discounted at the respective discount rates are set forth below: Nature of agreement Average rate - % p.a. Maturity Present value of liabilities Lands and farms 12.27 October/2052 3,951,880 Machinery and equipment 11.19 April/2035 273,019 Buildings 10.75 May/2031 117,387 Ships and boats 11.25 February/2039 2,626,083 Vehicles 11.10 November/2028 4,546 6,972,915 (i) To determine the discount rates, quotes were obtained from financial institutions for agreements with characteristics and average terms similar to the lease agreements. (ii) Refers to the original maturities of the agreements and, therefore, does not consider eventual renewal clauses. (1) (2) (1) (2) (1) (2) F-70
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Table of Contents The balances rolled-forward are set out below: 12/31/2024 12/31/2023 Opening balance 6,243,782 6,182,530 Additions 744,226 813,909 Write-offs (3,102) (18,797) Payments (1,325,398) (1,218,399) Accrual of financial charges 700,283 664,651 Exchange rate variations 613,124 (180,112) Closing balance 6,972,915 6,243,782 Current 872,228 753,399 Non-current 6,100,687 5,490,383 (1) On December 31, 2024, the amount of R$249,135 related to interest expenses on leased lands was capitalized to biological assets to represent the formation cost (R$223,055 as of December 31, 2023). (2) Write-off due to cancellation of contracts. The maturity schedule for future payments not discounted to present value related to lease liabilities is disclosed in Note 4.2. 19.2.1 Amounts recognized in the statement of income for the year The amounts recognized are set out below: 12/31/2024 12/31/2023 Expenses relating to short-term assets 6,477 8,005 Expenses relating to low-value assets 4,083 2,611 10,560 10,616 20 PROVISION FOR JUDICIAL LIABILITIES The Company is involved in certain legal proceedings arising in the normal course of its business, which include tax, social security, labor, civil, environment and real estate. The Company classifies the risk of unfavorable decisions in legal proceedings, based on legal advice, which reflects the estimated probable losses. The Company’s Management believes that, based on the available information as of the date of these consolidated financial statements, its provisions for tax, social security, labor, civil, environment and real estate risks, accounted for according to IAS 37 are sufficient to cover estimated losses related to its legal proceedings, as set forth below: (2) (1) F-71
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Table of Contents 20.1 Roll-forward and changes in the provisions for probable losses based on the nature of the proceedings, net of judicial deposits 12/31/2024 Tax and social security Labor Civil, environment and real estate Contingent liabilities assumed Total Provision balance at the beginning of the year 468,839 349,058 139,435 2,155,545 3,112,877 Payments (60,081) (89,221) (6,795) (156,097) Reversal (9,540) (89,941) (1,951) (27,820) (129,252) Additions 4,689 162,456 72,605 239,750 Monetary adjustment 4,057 21,574 12,259 37,890 Provision balance 407,964 353,926 215,553 2,127,725 3,105,168 Judicial deposits (66,746) (91,596) (20,076) (178,418) Provision balance at the end of the year341,218 262,330 195,477 2,127,725 2,926,750 (1) Amounts arising from tax-related lawsuits with a possible or remote probability of loss in the amount of R$1,994,444 and civil lawsuits in the amount of R$133,281, measured and recorded at the estimated fair value resulting from the business combination with Fibria. (2) Reversal due to a change in likelihood, cancellation and/or due to settlement. 12/31/2023 Tax and social security Labor Civil, environment and real estate Contingent liabilities assumed Total Provision balance at the beginning of the year 419,915 255,805 118,729 2,645,705 3,440,154 Payments (1,717) (37,172) (3,014) (41,903) Reversal (18,035) (101,375) (11,337) (490,160) (620,907) Additions 37,656 211,690 21,335 270,681 Monetary adjustment 31,020 20,110 13,722 64,852 Provision balance 468,839 349,058 139,435 2,155,545 3,112,877 Judicial deposits (154,469) (82,305) (15,694) (252,468) Provision balance at the end of the year314,370 266,753 123,741 2,155,545 2,860,409 (1) Amounts arising from tax-related lawsuits with a possible or remote probability of loss in the amount of R$2,015,075 and civil lawsuits in the amount of R$140,470, measured and recorded at the estimated fair value resulting from the business combination with Fibria. (2) Reversal due to a change in likelihood, cancellation and/or due to settlement. The amount of R$372,541 refers to the penalty cancellation of the contingent liability assumed on the business combination with Fibria, described in note 20.2.1 (i). 20.1.1 Tax and social security On December 31, 2024, the Company has 58 (32 as of December 31, 2023) administrative and judicial proceedings of a tax or social security nature in which the disputed matters are related to IRPJ, CSLL, PIS, COFINS, ICMS among others, whose amounts are provisioned when the likelihood of loss is deemed probable by the Company’s external legal counsel and by Management. 20.1.2 Labor On December 31, 2024, the Company has 1,178 (1,241 as of December 31, 2023) labor lawsuits. In general, the provisioned labor proceedings are related primarily to matters frequently contested by employees of agribusiness companies, such as wages and/or severance payments, in addition to suits filed by outsourced employees of the Company. 20.1.3 Civil, environment and real estate On December 31, 2024, the Company has 97 (76 as at December 31, 2023) civil, environmental and real estate proceedings. (1) (2) (1) (2) F-72
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Table of Contents The provisioned Civil, environment and real estate proceedings are related primarily to the payment of damages, including those arising from contractual obligations, traffic-related injuries, possessory actions, environmental restoration obligations, claims and others. 20.2 Contingencies with possible losses The Company is involved in tax, civil and labor lawsuits, whose losses have been assessed as possible by Management, supported by legal counsel, and therefore no provision was recorded: 12/31/2024 12/31/2023 Taxes and social security 9,837,082 9,775,068 Labor 171,480 194,883 Civil and environmental 5,065,714 4,462,964 15,074,276 14,432,915 (1) The amounts above do not include the fair value adjustments allocated to possible loss risk contingencies representing R$R$2,108,635 (R$2,135,869 as of December 31, 2023), which were recorded at fair value resulting from business combinations with Fibria, as presented in Note 20.1.1 above. 20.2.1 Tax and social securities For the year ended December 31, 2024, the Company had 673 (733 as of December 31, 2023) tax proceedings whose likelihood of loss is considered possible, in the total amount of R$9,837,082 (R$9,775,068 as of December 31, 2023) for which no provision was recorded. The other tax and social security lawsuits involve various taxes, such as IRPJ, CSLL, PIS, COFINS, ICMS, ISS, IRRF. These disputes primarily arise from differing interpretations of the applicable tax regulations and the information provided in the ancillary obligations. The most significant tax cases are outlined below: (i) Income Tax Assessment - IRPJ/CSLL - Swaps of Industrial and Forestry Assets: In December 2012, the Company received a tax assessment for income tax and social contribution, alleging unpaid tax on a capital gain in February 2007, the closing date of the transaction, when the Company executed an agreement with International Paper regarding a swap of industrial and forestry assets. On January 19, 2016, the Tax Federal Administrative Court (“CARF”) rejected, as per the casting vote of the CARF’s President, the appeal filed by the Company in the administrative process. The Company was notified of the decision on May 25, 2016 and, given the impossibility of further appeals and the consequent closure of the case at the administrative level, decided to pursue the discussion in the Judiciary. The lawsuit was ruled in favor of the Company's interests and the National Treasury's appeal is currently awaiting judgment at the lower court. In December 2023, pursuant to article 25, § 9ºA, of Law No. 14,689/23, the Active Debt Certificates were rectified to definitively cancel the amounts related to the tax assessment penalty and its charges. According to the Company and its external legal advisors the probability of loss in this case is possible, except for the provisioning of the amount equivalent to the contingent liability assumed arising from the business combination. For the year ended December 31, 2024, the estimated amount of the possible exposure is R$1,688,690 (R$1,630,537 as of December 31, 2023). (1) (1) F-73
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Table of Contents (ii) Income tax assessment - IRPJ/CSLL: This refers to an administrative proceeding initiated in October 2023, resulting from tax assessments for IRPJ and CSLL issued against Suzano S.A., for the calendar year of 2019. The infractions alleged include: (i) nondeductible expenses; (ii) improper deduction of operating expenses; (iii) profits earned by the subsidiaries abroad; (iv) goodwill amortization; (v) lack of addition of bonus paid to directors to the CSLL calculation basis, and (vi) tax loss and negative CSLL basis. The Company filed an administrative objection, which was partially upheld. Currently, the voluntary appeal filed by the Company and the ex officio appeal filed by the National Treasury are awaiting judgment. For the year ended December 31, 2024, the total amount of the possible exposure is R$920,628 (R$845,164 as of December 31, 2023). (iii) Income Tax Assessment - IRPJ/CSLL - Disallowance of Depreciation, Amortization and Depletion Expenses – 2010 period: In December 2015, the Company received a tax assessment demanding the payment of IRPJ and CSLL. The assessment challenges the deductibility of depreciation, amortization and depletion expenses of 2010, which the Company had included in its income tax calculations. The Company filed an administrative appeal, which was partially upheld. This decision was subject to a voluntary appeal, filed by the Company in November 2017. The judgment was converted into a due diligence process, and currently, the Company is awaiting the completion of the due diligence. For the year ended December 31, 2024 the total amount of the possible exposure is R$875,466 (R$827,186 as of December 31, 2023). (iv) Tax Assessment - IRPJ/CSLL: On October 5, 2020, the Company was notified of a Tax Assessment issued by the Brazilian Internal Revenue Service ("RFB") claiming the payment of IRPJ and CSLL credits, resulting from the remeasurement of the profit of its subsidiary Suzano Trading Ltd in the years ended December 31, 2014, 2015 and 2016. In addition to the Company, the statutory executive officers of Suzano Trading were also included as co- defendants. Based on the legal advisors hired to present the defense, the Company classifies, the risk of loss as possible with reference to the Company and, with reference to the Officers, also possible but with a higher chance of winning (possible to remote). The Company presented the administrative defense and, currently, through Resolution No.104000033, the judgment was converted into a diligence. Currently awaiting the conclusion of the due diligence. In the year ended December 31, 2024 the total amount of the possible exposure is R$609,548 (R$563,723 as of December 31, 2023). (v) PIS/COFINS – Goods and Services – Period of 2009 to 2011: In December 2013, the Company was assessed by the RFB demanding the collection of PIS and COFINS credits disallowed for allegedly not being linked to its operational activities. In the first instance, the objection filed by the Company was dismissed. A voluntary appeal was filed and it was partially upheld in April 2016. From this decision, the Company filed a special appeal, and certain divergences were admitted for consideration by the Superior Chamber of Tax Appeals (“CSRF”). The National Treasury also filed a special appeal with the Superior Chamber. Currently, the partial settlement of the ruling is being discussed, and the special appeal is awaiting judgment by the CSRF. For the year ended December 31, 2024 the total amount of the possible exposure is R$201,199 (R$190,875 as of December 31, 2023). (vi) Tax Assessment - Taxation on a universal basis – Period of 2015: On November 3, 2020, the Company was notified of a Tax Assessment issued by the RFB under the accusation that it had failed to pay IRPJ and CSLL for the 2015 calendar year. The infraction was based on the lack of addition, in determining the real profit and the CSLL calculation base, of the profits earned by its foreign subsidiaries. Based on the legal advisors hired to present the defense, the Company classified the risk of loss as possible. The Company filed an administrative defense, which was partially upheld in the first instance. Following this decision, the Company filed a voluntary appeal on June 8, 2024, which was partially upheld on May 14, 2024, resulting in the cancellation of the majority of the tax assessment. For the remaining portion, the Company filed a special appeal, which is currently awaiting judgment. For the year ended December 31, 2024 the total amount of exposure is R$4,712 (R$176,917 as of December 31, 2023). F-74
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Table of Contents (vii) Tax incentive - Agency for the Development of Northeastern Brazil (“ADENE”): In 2002, the Company applied for and was granted by the RFB the right to benefit from a reduction in the IRPJ and non-refundable additional taxes calculated on operating profit, for plants A and B (period from 2003 to 2013) and plant C (period from 2003 to 2012), all located in the Aracruz unit, under the condition of making new investments in its units located in the area covered by ADENE. In 2004, the Company received a notice from the extrajudicial administrator of the extinct Superintendency for the Development of the Northeast (“SUDENE”), informing it that the right to enjoy the benefit previously granted was deemed unfounded and would be revoked. In 2005, a tax assessment was issued demanding alleged amounts relating to the tax incentive enjoyed up to that point. After administrative discussion, the tax assessment was partially upheld recognizing the Company's right to benefit from the tax incentive until 2003. The Company's management, advised by its legal advisors, believes that the decision to cancel the referred tax benefits is incorrect and should not prevail, whether concerning the benefits already enjoyed or those not yet enjoyed until their respective final terms. Currently, the contingency is being discussed in the judicial sphere. The Company is awaiting the judgment of the appeal filed against the unfavorable decision. For the year ended December 31, 2024 the total amount of the possible exposure is R$150,869 (R$143,912 as of December 31, 2023). (viii) Offsetting - IRRF - Period 2000: The Company filed a process to offset IRRF credits for the year ended December 31, 2000 against debts owed to the RFB. In April 2008, the Brazilian Federal Revenue Service partially recognized the credit in favor of the Company. The Company filed a Voluntary Appeal with CARF against this decision and the judgment was converted into a due diligence process. The Voluntary Appeal is currently awaiting judgment. For the year ended December 31, 2024 the total amount of the possible exposure is R$125,489 (R$120,871 as of December 31, 2023). (ix) IRPJ/CSLL - Partial Approval – 1997 Period: The Company filed a process to offset credits arising from tax losses for the year 1997 against debts owed to the RFB . In March 2009, the tax authorities approved only R$83,000, resulting in a difference of R$51,000. The Company is still awaiting the conclusion of the analysis of the credits under administrative review following a favorable decision by CARF in August 2019, which upheld the voluntary appeal filed by the Company. For the remaining portion of the credit, the Company filed a lawsuit to discuss the matter which is currently awaiting judgment in the second instance of its appeal, filed after an unfavorable ruling. For the year ended December 31, 2024, the total amount of the possible exposure is R$122,319 (R$117,130 as of December 31, 2023). (x) Tax Assessment - IRPJ/CSLL: Administrative proceeding demanding the collection of IRPJ and CSLL for the 2015 calendar year. The infractions alleged include (i) transfer pricing; and (ii) non-deductible expenses. The Company filed an objection in January 2020, which was partially upheld. Following this decision, the Company filed a voluntary appeal, and the judgment was converted into a due diligence process. Currently, the Company is awaiting the beginning of the due diligence process. For the year ended December 31, 2024, the total amount of the possible exposure is R$112,168 (R$106,477 as of December 31, 2023). (xi) Tax Assessment - IRPJ and Negative Balance: This refers to a Decision Dispatch that partially approved the offsetting carried out by the Company, due to the use of credits from a Negative Balance, arising from withholding tax, calculated for the period from January 2016 to December 2016. The Company filed an administrative objection, which was fully upheld in its favor. For the year ended December 31, 2024, there is no estimated amount of exposure due to the favorable outcome (R$102,496 as of December 31, 2023). (xii) IRPJ/CSLL - Partial Approval – 2000 Period: In 2024, the Company submitted a request to offset credits arising from the negative balance calculated in the year 2000 against debts owed to the Brazilian Federal Revenue Service (“RFB”). The RFB fully disallowed the tax credit. After presenting the defense and the appropriate appeals, the process ended unfavorably for the Company at the administrative level. The Attorney General's Office of the National Treasury (“PGFN”) filed a tax execution to collect the amounts, at which time the Company filed the appropriate motions to stay the tax execution, which were partially upheld. The Company has filed an Appeal, which is awaiting judgment. For the year ended December 31, 2024, the estimated amount of exposure is R$101,654. F-75
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Table of Contents 20.2.2 Labor On December 31, 2024, the Company was a defendant in 1,135 labor lawsuits, totaling R$171,480 (1,034 labor lawsuits, totaling R$194,883 as of December 31, 2023). The Company also has several lawsuits in which employees’ unions in the states of Bahia, Espírito Santo, Maranhão, São Paulo and Mato Grosso do Sul are included. 20.2.3 Civil, environmental and real estate On December 31, 2024, the Company was a defendant in approximately 201 civil, environmental and real estate lawsuits, totaling R$5,065,714 (219 lawsuits totaling R$4,462,964 as of December 31, 2023). In general, the civil and environmental proceedings in which the Company, including its subsidiaries, is a defendant, are mainly related to discussions regarding eligibility for environmental licenses, repair of environmental damage, matters relating to indemnities, including those arising from discussions about contractual obligations, precautionary measures, possessory actions, damage repair and revision actions, actions aimed at the recovery of credits (collection actions, monitoring, execution, credit qualifications related to bankruptcy and judicial recovery), actions of social movements interest, such as landless workers, quilombola communities, indigenous people and fishers, and actions resulting from traffic accidents. The Company has a general civil liability insurance policy that aims to cover, within the limits contracted in the policy, any legal convictions arising from damages to third parties (including employees). The most relevant civil cases are set forth below: (i) The Company is involved in 3 Public Civil Actions (“ACPs”) filed by the Federal Public Prosecutor's Office (“MPF”) in which it requests (i) an injunction that the Company's trucks stop transporting wood on federal highways above the legal weight restrictions (ii) an increase in the fine for excess weight to be applied to Suzano and (iii) compensation for material damage caused to federal highways, the environment and the economic order and compensation for moral damage. One of the ACPs was judged partially well-founded and the Company filed an appeal to the competent court with a request to suspend the effects of the judgment, which is still pending assessment. The other two lawsuits were dismissed and an appeal is pending. In September 2021, both were suspended due to a decision by the STJ to evaluate the points of discussion in the form of a repetitive appeal. In December 2024, the STJ judged the repetitive appeals to allow the application of a double penalty (administrative and judicial), establishing a thesis authorizing the imposition of injunctive relief and civil liability. At the moment, the União Comércio and CNT have filed motions for clarification to highlight various gaps and omissions identified in the judgment. (ii) The company sued a competitor in the central-western region over the improper and unauthorized use of a variety of eucalyptus protected by intellectual property rights (cultivar) of the incorporated subsidiary Fibria. The prohibition on the cultivation of this biological asset by the competitor was protected by an injunction, which was confirmed in a judgment in favor of the Company, with the Company initiating the liquidation of the judgment. However, at the appeal stage and in an extended trial, there was a ruling against the Company recognizing a supposed incidental nullity of the cultivar, a decision that is currently subject to a motion for clarification. It should be noted that, in parallel, there is also a lawsuit in the Federal Court in which the competitor filed an action to annul the registration of the cultivar, but, to date, there has been no decision in this process determining the nullity or restricting the Company's right. F-76
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Table of Contents 21 EMPLOYEE BENEFIT PLANS The Company provides supplementary pension plan and defined benefit plan, such as medical assistance and life insurance, as set forth below: 21.1 Pension plan The Company has current supplementary retirement plans, as disclosed below. 21.1.1 Pension plan – Suzano Prev In 2005, the Company established the Suzano Prev pension plan, managed by BrasilPrev, an open private pension entity, which serves the employees of Suzano Group Companies, in the form of a defined contribution plan. Under the terms of the benefit plan agreement, for employees who have a salary above 10 Suzano reference units (“URS”), in addition to the 0.5% contribution, the contributions of the Company matches the employees' contributions, and affect the portion of the salary that exceeds 10 URS, which can vary between 1% and 6% of the nominal salary. This plan is called Basic Contribution 1. The Company's contributions to the employees are 0.5% of the nominal salary that does not exceed 10 URS, even though there is no contribution by the employees. This plan is called Basic Contribution 2. From August 2020, employees who have a salary lower than 10 URS will be able to invest 0.5% or 1% of their nominal salary, and the Company will monitor the employee's contributions. The employee can choose to invest up to 12% of their salary in the Suzano Prev pension plan, and the excess of Basic Contribution 1 or 2 may be invested in the supplementary contribution, where there is no counter-entry from the Company, and the employee must consider the two contributions within the limit of 12% of their salary. Access to the balance constituted by the Company's contributions only occurs upon dismissal, and is directly related to the length of the employment relationship. Contributions made by the Company, for Suzano Prev pension plan managed by Brasilprev Seguros e Previdência S.A., for the year ended December 31, 2024 amounted R$21,719 (R$18,342 as of December 31, 2023) recognized under the cost of sales, selling and general and administrative expenses. 21.2 Defined benefits plan The Company offers the medical assistance and life insurance in addition to the pension plans, which are measured based on actuarial calculations and recognized in the financial statement, as detailed below. 21.2.1 Medical assistance The Company guarantees healthcare program cost coverage for a group of former employees who retired up to 2007, as well as their spouses for life and underage dependents. For other groups of former employees, who exceptionally, according to the Company’s criteria and resolutions or based on rights related to compliance with pertinent legislation, the Company ensures the healthcare program. The main actuarial risks related are: (i) lower interest rates; (ii) longer than expected mortality tables; (iii) higher than expected turnover; and (iv) higher than expected growth in medical costs. 21.2.2 Life insurance The Company offers the life insurance benefit to the group of former employees who retired up to 2005 at the Suzano and São Paulo administrative offices, and did not opt for the supplementary retirement plan. The main actuarial risks are: (i) lower interest rates; and (ii) higher than expected mortality. F-77
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Table of Contents 21.2.3 Roll-forward of actuarial liability The roll-forward of actuarial liabilities prepared based on actuarial report is set forth below: 12/31/2024 12/31/2023 Opening balance 833,683 691,424 Interest on actuarial liabilities 73,853 67,272 Current service cost 1,997 1,959 Actuarial loss – experience (125) 57,765 Actuarial loss (gain) – financial assumptions (137,649) 70,762 Benefits paid directly by entity (50,199) (55,499) Closing balance 721,560 833,683 21.2.4 Economic actuarial assumptions and biometric data 12/31/2024 12/31/2023 Economic Nominal discount rate – medical assistance and life insurance 11.16% p.a. 9.14% p.a. Medical cost growth rate 6.86% p.a. 6.86% p.a. Nominal inflation 3.50% p.a. 3.50% p.a. Aging factor 0 to 24 years: 1.50% p.a. 0 to 24 years: 1.50% p.a. 25 to 54 years: 2.50% p.a. 25 to 54 years: 2.50% p.a. 55 to 79 years: 4.50% p.a. 55 to 79 years: 4.50% p.a. Above 80 years: 2.50% p.a. Above 80 years: 2.50% p.a. Biometric Table of general mortality AT-2000 AT-2000 Table of mortality of disabled persons IAPB 57 IAPB 57 Turnover 1.00% p.a. 1.00% p.a. Other Retirement age 65 years 65 years Family composition Men 4 years + older Men 4 years + older and 90% married and 90% married Permanency in the plan 100% 100% F-78
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Table of Contents 21.2.5 Sensitivity analysis The sensitivity analysis regarding the relevant assumptions of the plans show the impact on the liability balance: Discount rate Medical costs growth rate +0.50% 691,494 +1.00% 788,124 21.2.6 Forecast amounts and average duration of payments of obligations The expected benefit payments for future years (ten years), from the obligation of benefits granted and the average duration of the plan obligations are as set forth below: Payments Medical assistance and life insurance 2025 53,601 2026 57,267 2027 60,995 2028 64,862 2029 68,645 2029 to 2034 397,704 22 SHARE-BASED COMPENSATION PLAN The Company grants members of the statutory and non-statutory board of directors, key employees and members of the Board of Directors (“Beneficiaries”) long-term share-based incentive plans, approved at the General Meeting with the objectives of: (i) aligning the interests of the beneficiaries with the interests of the Company and its shareholders, (ii) attracting, rewarding, retaining and incentivizing the beneficiaries to conduct the Company's business in a sustainable manner, within appropriate risk limits and aligned with the interests of the shareholders, and (iii) granting a financial incentive to the beneficiaries. The plans granted by the Company are: (i) Phantom Shares Plan (“PS”), settled in in local currency and (ii) Restrict Shares Plan ("Performance Shares"), settled in shares. The characteristics and measurement criteria of each plan are disclosed below: 22.1 Phantom shares plan (“PS”) The number of phantom shares to be granted to each beneficiary is calculated based on a fixed financial amount per beneficiary. The beneficiary may only exercise the rights to the phantom shares once the vesting period has been completed, lasting up to 5 (five) years from the date of grant, in accordance with the characteristics of each plan. The settlement of the phantom shares is in cash, and the amount will be calculated by multiplying the number of shares granted by the value of the share measured based on the average price of the last 90 (ninety) trading sessions. Since phantom stock option plans are settled in cash, their fair values are measured at the end of each reporting period. If the beneficiaries leave the Company during the vesting period, they lose the right to exercise the phantom shares. F-79
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Table of Contents The plan transactions are presented below: Number of shares Year of grant Fair value on grant date 31/12/2023 Granted during of the year Cancelled Exercised (1) 31/12/2024 Available for completion Restricted year for transfer of shares 2025 2026 2027 2028 2019 R$42.81 39,461 903 (40,364) 2020 R$38.36 984,160 22,525 (204,963) (768,338) 33,384 33,384 2021 R$62.15 1,724,020 39,387 (66,231) (822,696) 874,480 425,280 449,200 2022 R$57.54 3,686,722 84,207 (286,478) (23,014) 3,461,437 3,113,607 324,611 23,219 2023 R$48.79 3,294,062 74,647 (283,548) (32,982) 3,052,179 28,333 2,721,535 302,311 2024 R$56.52 2,759,878 (81,947) (2,914) 2,675,017 2,893 2,467,693 204,431 Number of stock options9,728,425 2,981,547 (923,167) (1,690,308) 10,096,497 458,664 3,591,140 3,049,039 2,793,223 204,431 Book value 268,489 173,486 (80,001) 361,974 Book value of the previous year 162,117 154,318 (47,946) 268,489 (1) The average price of the share options exercised and exercised due to termination of employment on December 31, 2024 was R$42.36 (forty-two reais and thirty-six cents) (R$58.07 (fifty-eight reais and seven cents) as at December 31, 2023). 22.2 Restricted shares plan (“Performance Shares”) Each performance share corresponds to 1 (one) common, registered, book-entry share with no par value issued by the Company, to be delivered to the beneficiary once the conditions established in this plan have been met. The acquisition of rights to the beneficiaries is subject to: (i) continued permanence of the beneficiaries as directors of the Company during the vesting period, (ii) achievement of the goals assigned in the programs and (iii) any other conditions determined by the Board of Directors in each grant made. The vesting period may last up to 5 (five) years, starting from the date of grant, according to the characteristics of each plan. The number of performance shares to be effectively delivered to each beneficiary will depend on the achievement of the goals linked to the respective programs and contracts, and will be determined after the vesting period. This calculation will also consider the Total Shareholder Return (“TSR”), which is an indicator used to measure the performance of the shares of the group of companies characterized as competitors of Suzano. If beneficiaries leave the Company before fulfilling the conditions for obtaining rights, they lose the right to exercise the restricted share option. F-80
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Table of Contents The plan transactions are presented below: Number of stock options Year of grant Fair value on grant date 31/12/2023 Shares granted/provisioned Exercised 31/12/2024 Restricted year for transfer of shares 2025 2026 2027 2029 2021 R$51.70 111,685 2,559 (114,244) 2022 R$53.81 113,161 2,639 115,800 115,800 2023 R$51.45 367,903 15,665 383,568 268,534 115,034 2024 R$55.27 3,371,612 (890,869) 2,480,743 337,465 220,540 302,738 1,620,000 Number of stock options 592,749 3,392,475 (1,005,113) 2,980,111 453,265 489,074 417,772 1,620,000 Book value 26,744 81,276 (47,794) 60,226 Book value of the previous year 18,425 8,319 26,744 23 LIABILITIES FOR ASSETS ACQUISITIONS AND SUBSIDIARIES 12/31/2024 12/31/2023 Business combinations Facepa 27,182 25,924 Vale Florestar Fundo de Investimento em Participações ("VFFIP") 93,308 161,263 120,490 187,187 Current 21,166 93,405 Non-current 99,324 93,782 (1) Acquired in March 2018, for the amount of R$307,876, upon the payment of R$267,876, with the remainder updated at the IPCA, adjusted for possible losses incurred up to the payment date, with maturity in March 2028. (2) On August 2014, the Company acquired Vale Florestar S.A. through VFFIP, with maturity up to August 2029. The annual settlements, carried out in the month of August, are subject to interest and updated by the variations of the US$ exchange rate, and partially updated by the IPCA. (1) (2) F-81
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Table of Contents 24 SHAREHOLDERS’ EQUITY 24.1 Share capital On December 31, 2024, Suzano’s share capital was R$19,269,281 divided into 1,264,117,615 common shares, all nominative, book-entry shares without par value. Expenses related to the public offering were R$33,735, totaling a net share capital of R$19,235,546. The breakdown of the share capital is as set out below: 12/31/2024 12/31/2023 Quantity (%) Quantity (%) Controlling Shareholders Suzano Holding S.A. 367,612,329 29.08 367,612,329 27.76 Controller 196,065,636 15.51 196,065,636 14.81 Managements and related persons 32,784,440 2.59 32,105,783 2.42 Alden Fundo de Investimento em Ações 26,154,744 2.07 26,154,744 1.98 622,617,149 49.25 621,938,492 46.97 Treasury (Note 24.2) 24,875,787 1.97 34,765,600 2.63 Other shareholders 616,624,679 48.78 667,413,523 50.40 1,264,117,615 100.00 1,324,117,615 100.00 For the year ended December 31, 2024, SUZB3 common shares ended the period quoted at R$61.78 and R$55.63 on December 31, 2023. On April 25, 2024, the Board of Directors approved an increase in the Company's share capital in the amount of R$10,000,000, as described in note 1.2.4. 24.2 Dividends and reserve calculations The Company´s bylaws establishes that the minimum annual dividend shall be the lower of: (i) 25% of the adjusted net income for the year pursuant to Article 202 of Brazilian Law No. 6,404/76; or (ii) 10% of the Company's consolidated operating cash generation (“GCO”) for the year. In the year ended December 31, 2024, no dividends were distributed as a result of the loss for the year. On December 4, 2024, the Board of Directors approved the payment of interest on equity by the Company, in the total gross amount of R$2,500,000, as described in note 1.2.8. F-82
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Table of Contents In the year ended December 31, 2023, based on the criteria defined in the bylaws, mandatory minimum dividends were determined in accordance with item (ii) above, as set forth below: 12/31/2023 Accounting EBITDA 19,537,398 Adjustments to EBITDA (1,264,428) Adjusted EBTIDA 18,272,970 Capex Maintenance (Sustain) (6,706,367) GCO = Adjusted EBTIDA - Capex Maintenance 11,566,603 Dividends (10%) - Art. 26, "c" of the Bylaws 1,156,660 Interest on own capital distributed and dividends 1,500,000 Withholding income tax (190,119) Interest on own capital distributed in excess (153,221) (1) Considering that the distribution of Interest on own capital in the year ending in 2023 exceeded the minimum mandatory dividends, the Company does not expect to propose additional dividends at the next shareholders' meeting. 24.3 Reserves 24.3.1 Capital reserve They consist of amounts received by the Company arising from transactions with shareholders that do not pass through the income statement and may be used to absorb losses when they exceed profit reserves and redemptions, reimbursements and purchases of shares. 24.3.2 Income reserves Reserves are constituted by the allocation of the Company's profits, after the allocation for the payment of the minimum mandatory dividends and after the allocation to the various profit reserves, as set forth below: (i) Legal: measured based on 5% (five percent) of the net profit of each fiscal year as specified in Article 193 of Brazilian Law No. 6,404/76, which shall not exceed 20% of the share capital, whereas in the year in which the balance of the legal reserve plus the capital reserve amounts exceeds 30% (thirty percent) of the share capital, the allocation of part of the profit will not be mandatory. The use of this reserve is restricted to loss compensation and capital increases, and aims to ensure the integrity of the share capital. For the year ended December 31, 2024, the balance of this reserve is R$1,847,109 (R$1,847,109 as of December 31, 2023). (ii) Capital increase: measured on the basis of up to 90% (ninety percent) of the remaining balance of the net income for the year, limited to 80% (eighty percent) of the share capital, pursuant to the Company's bylaws, after the allocation to the legal reserve and minimum mandatory dividends. The constitution of this reserve aims to ensure the Company has adequate operating conditions. For the year ended December 31, 2024, the balance of this reserve is R$2,807,632 (R$15,670,952 as of December 31, 2023). (iii) Special statutory: measured on the basis of up to 10% (ten percent) of the remaining balance of net income for the year, and aims to ensure the continuity of the distribution of dividends, up to the limit of 20% of the share capital. For the year ended December 31, 2024, the balance of this reserve is R$1,847,109 (R$1,887,576 as of December 31, 2023). (1) F-83
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Table of Contents (iv) Tax incentives: set up under the terms of article 195-A of Law 6,404/76, amended by Law 11,638/07 and at the proposal of the management bodies, the company will allocate the portion of net income arising from donations or government subsidies to investments, this portion being excluded from the basis for calculating the mandatory dividend. For the year ended December 31, 2024, the balance of this reserve is R$1,319,908 (R$998,237 as of December 31, 2023). This increase can be explained by the reserve relating to the benefits of Operating Profit (note 12.3) and Reinvestment. The Operating Profit, applicable to the plants in the states of Espírito Santo, Maranhão and Bahia (under Sudene's approval), in addition to the plant in Belém do Pará (under Sudam's approval), contributed to a reserve of R$299,515 in the year ended December 31, 2024. With regard to the Reinvestment incentive, used only for the Aracruz (ES), Mucuri (BA) and Imperatriz (MA) units, which are located in the region administered by Sudene, the use of the benefit resulted in an increase of R$14,574 to the reserve for the year. With regard to the investment subsidy tax incentive, in accordance with Law 14.789/2023, the Company taxed the results equivalent to these amounts, and there was no creation of a reserve for this tax incentive for the current year, only the creation of R$7,582, referring to the benefit of the previous year, under the rules prior to Law 14.789/2023. (v) Investment reserve: constituted in accordance with article 196 of Law No. 6,404/76, modified by Law No. 11,638/07, profit retention is carried out based on a capital budget. This practice aims to meet the needs of the Company's investment plan, previously approved at the Ordinary General Meeting. In the year ended December 31, 2024, the Company absorbed the loss for the year in the amount of R$(7,315,184), ending the year ended 2024 with a balance of R$5,157,140 (R$14,972,324 as of at December 31, 2023). 24.4 Other reserves These are changes that occur in shareholders' equity arising from transactions and other events that do not originate with shareholders and are disclosed net of tax effects, as set forth below: Debenture conversion 5th issue Actuarial loss Exchange variation and fair value of financial assets Exchange variation on conversion of financial statements of foreign subsidiaries Deemed cost Total Balances at December 31, 2022 (45,746) (144,799) 2,163 3,218 1,904,680 1,719,516 Actuarial loss (84,828) (84,828) Loss on conversion of financial assets and fair value (865) (865) Gain on conversion of financial statements and on foreign investments 5,178 5,178 Partial realization of deemed cost, net of taxes (100,705) (100,705) Balances at December 31, 2023 (45,746) (229,627) 1,298 8,396 1,803,975 1,538,296 Actuarial loss 90,931 90,931 Loss on conversion of financial assets and fair value (364,231) (364,231) Gain on conversion of financial statements and on foreign investments 163,185 163,185 Partial realization of deemed cost, net of taxes (79,385) (79,385) Balances at December 31, 2024 (45,746) (138,696) (362,933) 171,580 1,724,590 1,348,796 F-84
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Table of Contents 24.5 Treasury shares On December 31, 2024, the Company had 24,875,787 (34,765,600 as of December 31, 2023) of its own common shares held in treasury, with an average cost of R$53.84 per share, with a historical value of R$1,339,197 (R$1,484,014 as at December 31, 2023) and the market corresponding to R$1,536,826 (R$1,934,010 as at December 31, 2023). On January 26, 2024, 20,000,000 common shares held in treasury were canceled. Additionally, on August 9, 2024, another 40,000,000 common shares held in treasury were canceled, as described in Note 1.2.3. On the same date, the Company approved a new share buyback program, under which it may acquire up to 40,000,000 common shares of its own issue, with a maximum term of 18 months, ending on February 9, 2026, of which 11,115,300 have already been repurchased up to the year ended December 31, 2024. Quantity Average cost per share Historical value Market value Balances at December 31, 2022 51,911,569 40.84 2,120,324 2,504,214 Repurchase 20,000,000 44.05 880,914 880,914 Canceled (37,145,969) 40.84 (1,517,224) (1,570,532) Balances at December 31, 2023 34,765,600 42.69 1,484,014 1,934,010 Exercised (note 22.2) (1,005,113) 47.55 (47,794) (54,213) Repurchase 51,115,300 54.91 2,806,764 2,806,764 Canceled (60,000,000) 48.40 (2,903,787) (3,238,200) Balances at December 31, 2024 24,875,787 53.84 1,339,197 1,536,826 24.6 Distribution of results Limit on share capital % Distribution of results Reserve balances 12/31/2024 12/31/2023 12/31/2024 12/31/2023 Realization of deemed cost, net of taxes (79,385) (100,705) Tax incentive reserve 321,671 118,959 1,319,908 998,237 Legal reserve 20.00 % 443,010 1,847,109 1,847,109 Capital increase reserve 80.00 % 10,911,226 2,807,632 15,670,952 Special statutory reserve 20.00 % 1,212,358 1,847,109 1,887,576 Investments reserve (7,315,184) 5,157,140 14,972,324 Capital reserve 60,226 26,744 Dividends forfeited (1,300) Interest on own capital 1,500,000 (7,074,198) 14,084,848 13,039,124 35,402,942 F-85
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Table of Contents 25 EARNINGS (LOSS) PER SHARE 25.1 Basic The basic earnings (loss) per share is measured by dividing the profit attributable to the Company’s shareholders by the weighted average number of common shares issued during the period, excluding the common shares acquired by the Company and held as treasury shares. 12/31/202412/31/202312/31/2022 Net income (loss) for the year attributed to Controlling shareholders'(7,074,198) 14,084,848 23,381,617 Weighted average number of shares in the year – in thousands1,289,637 1,330,020 1,361,264 Weighted average treasury shares – in thousands (24,836) (32,827) (31,043) Weighted average number of outstanding shares – in thousands1,264,801 1,297,193 1,330,221 Basic earnings (loss) per common share – R$ (5.59313) 10.85794 17.57724 25.2 Diluted The diluted earnings (loss) per share is measured by adjusting the weighted average of outstanding common shares, assuming the conversion of all common shares with dilutive effects. 12/31/202412/31/202312/31/2022 Net income (loss) for the year attributed to Controlling shareholders'(7,074,198) 14,084,848 23,381,617 Weighted average number of shares during the year (except treasury shares) – in thousands 1,264,801 1,297,193 1,330,221 Average number of potential shares (stock options) - in thousands 487 317 Weighted average number of shares (diluted) – in thousands1,264,801 1,297,680 1,330,538 Diluted earnings (loss) per common share – R$ (5.59313) 10.85387 17.57305 The average number of dilutive potential ordinary shares (stock option) is 2,980 thousand shares. Due to the loss on December 31, 2024, the Company does not consider the dilution effect in the measurement. F-86
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Table of Contents 26 NET FINANCIAL RESULT 12/31/2024 12/31/2023 12/31/2022 Financial expenses Interest on loans, financing and debentures (4,453,739) (3,636,730) (3,648,330) Amortization of transaction costs (80,099) (67,353) (69,881) Interest expenses on lease liabilities (451,148) (441,596) (433,613) Amortization of fair value adjustment (18,887) Other (556,917) (513,483) (419,659) (5,541,903) (4,659,162) (4,590,370) Financial income Cash and cash equivalents and marketable securities1,598,111 1,668,408 818,780 Other 139,323 157,241 148,230 1,737,434 1,825,649 967,010 Results from derivative financial instruments Income 2,669,394 10,149,730 11,969,288 Expenses (11,782,077) (4,623,016) (5,207,721) (9,112,683) 5,526,714 6,761,567 Monetary and exchange rate variations, net Exchange rate variations on loans, financing and debentures (17,728,324) 4,185,675 3,949,020 Leases (613,124) 180,112 186,241 Other assets and liabilities 2,456,455 (1,278,060) (840,668) (15,884,993) 3,087,727 3,294,593 Net financial result (28,802,145) 5,780,928 6,432,800 (1) Excludes R$959,968 arising from capitalized loan costs, substantially related to property, plant and equipment in progress of the Cerrado Project for the year ended December 31, 2024 (R$1,160,364 as at December 31, 2023). (2) On December 31, 2023, in the consolidated statements, the balance of R$19 relating to transaction costs with loans and financing was recognized directly in the income statement. (3) Includes R$249,135 referring to the reclassification to the biological assets item for the composition of the formation cost (R$223,055 as of December 31, 2023). (4) Includes effects of exchange rate variations of trade accounts receivable, trade accounts payable, cash and cash equivalents, marketable securities and others. 27 NET SALES 12/31/2024 12/31/2023 12/31/2022 Gross sales 57,017,142 47,601,020 59,550,424 Sales deductions Returns and cancellations (234,643) (155,950) (91,291) Discounts and rebates (6,936,630) (5,526,032) (7,459,520) 49,845,869 41,919,038 51,999,613 Taxes on sales (2,442,587) (2,163,463) (2,168,667) Net sales 47,403,282 39,755,575 49,830,946 (1) (2) (3) (4) F-87
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Table of Contents 28 SEGMENT INFORMATION 28.1 Criteria for identifying operating segments The Board of Directors and Board of Statutory Executive Officers evaluate the performance of the Company’s business segments through the Adjusted EBITDA. The Company has revised the segment note to present Adjusted EBITDA as its performance measure. The operating segments defined by the Company’s management are set forth below: (i) Pulp: comprised of the production and sale of hardwood eucalyptus pulp and fluff pulp, mainly to supply the foreign market. (ii) Paper: comprises the production and sale of paper to meet the demands of both the domestic and foreign markets. Consumer goods (tissue) sales are classified under this segment due to their immateriality. Information related to total assets by reportable segment is not disclosed, as it is not included in the set of information made available to the Company’s management, which makes investment decisions and determines the allocation of resources on a consolidated basis. In addition, with respect to geographical information related to non-current assets, the Company does not disclose such information, as all property, plant and equipment, biological and intangible assets are substantially in Brazil. 28.2 Information of operating segments 12/31/2024 Pulp Paper Total Net sales 37,593,462 9,809,820 47,403,282 Domestic market (Brazil) 2,295,258 7,278,586 9,573,844 Foreign market 35,298,204 2,531,234 37,829,438 Asia 15,760,800 24,767 15,785,567 Europe 11,895,394 355,784 12,251,178 North America 6,965,731 914,234 7,879,965 South America and Central 670,157 1,179,840 1,849,997 Africa 6,122 56,608 62,730 Cost of sales (21,261,705) (6,139,822) (27,401,527) Adjusted EBITDA 20,866,160 2,983,040 23,849,200 Adjustments to EBITDA (*) 1,065,887 Depreciation, depletion and amortization (9,223,995) Financial result (28,802,145) Net income (loss) before taxes (13,111,053) F-88
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Table of Contents 12/31/2023 Pulp Paper Total Net sales 30,677,265 9,078,310 39,755,575 Domestic market (Brazil) 2,144,199 6,719,093 8,863,292 Foreign market 28,533,066 2,359,217 30,892,283 Asia 13,588,032 72,133 13,660,165 Europe 8,701,141 302,131 9,003,272 North America 5,682,010 476,429 6,158,439 South America and Central 558,601 1,437,181 1,995,782 Africa 3,282 71,343 74,625 Cost of sales (19,694,674) (5,382,001) (25,076,675) Adjusted EBITDA 15,194,660 3,078,310 18,272,970 Adjustments to EBITDA (*) 1,264,428 Depreciation, depletion and amortization (7,321,110) Financial result 5,780,928 Net income (loss) before taxes 17,997,216 12/31/2022 Pulp Paper Total Net sales 41,384,322 8,446,624 49,830,946 Domestic market (Brazil) 2,665,746 5,858,892 8,524,638 Foreign market 38,718,576 2,587,732 41,306,308 Asia 18,294,046 4,059 18,298,105 Europe 12,768,321 325,503 13,093,824 North America 7,055,625 608,734 7,664,359 South America and Central 592,360 1,641,277 2,233,637 Africa 8,224 8,159 16,383 Cost of sales (19,958,000) (4,863,288) (24,821,288) Adjusted EBITDA 25,098,535 3,096,367 28,194,902 Adjustments to EBITDA (*) 1,435,769 Depreciation, depletion and amortization (7,407,890) Financial result 6,432,800 Net income (loss) before taxes 28,655,581 12/31/2024 12/31/2023 12/31/2022 (*) Adjustments to EBITDA Fair Value Update - Biological Asset 1,431,532 1,989,831 1,199,759 Income from disposal and write-off of property, plant and equipment and biological assets (169,284) (232,143) 19,436 Accruals for losses on ICMS credits (130,726) (348,628) (58,003) Others (65,635) (144,632) 274,577 1,065,887 1,264,428 1,435,769 (1) F-89
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Table of Contents (1) It includes items with specific, non-cash and exceptional adjustments, such as: i) COVID-19 - Expenses related to social actions to combat the virus, ii) write-off of wood inventory, iii) tax credits - exclusion of ICMS from the PIS and COFINS calculation basis, iv) donations for catastrophes and pandemics, v) equity equivalence, vi) extension of the PCHM grant, vii) extinction of the packaging business line, viii) fines and cancellation of contracts, ix) expenses with the acquisition of assets and business combinations, and x) effective loss of the development contract advance program. 28.3 Net sales by product 12/31/2024 12/31/2023 12/31/2022 Products Market pulp 37,593,462 30,677,265 41,384,322 Printing and writing paper 8,478,489 7,567,320 6,912,984 Paperboard 1,270,872 1,417,075 1,421,338 Other 60,459 93,915 112,302 47,403,282 39,755,575 49,830,946 (1) Net sales of fluff pulp represent 0.7% of total net sales, and therefore were included in market pulp net sales. (0.8% as at December 31, 2023). (2) Net sales of tissue represent 5.8% of total net sales, and therefore were included in printing and writing paper net sales. (5.1% as at December 31, 2023). With regard to the foreign market revenues of the pulp operating segment, China and the USA are the main countries in terms of net revenue, 36.92% and 16.08%, respectively, for the year ended December 31, 2024 (China and the USA represented 41.36% and 15.32%, respectively, on December 31, 2023). With regard to the foreign market revenues of the paper operating segment, Argentina and USA, are the main countries in terms of net revenue, 10.96% and 22.50%, respectively, for the year ended December 31, 2024 (Argentina and USA represented 23.68% and 19.49% respectively, on December 31, 2023). There is no other individual foreign country that represents more than 10% of net revenue in the foreign market for the years ended December 31, 2024 and December 31, 2023. 28.4 Goodwill based on expected future profitability The goodwill based on expected future profitability arising from the business combination was allocated to the disclosable segments, which correspond to the Company's cash-generating units (“CGUs”), considering the economic benefits generated by such intangible assets. The allocation of goodwill is set out below: 12/31/2024 12/31/2023 Pulp 7,897,051 7,897,051 Paper 290,191 290,191 8,187,242 8,187,242 (1) (2) F-90
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Table of Contents 29 INCOME (EXPENSES) BY NATURE 12/31/2024 12/31/2023 12/31/2022 Cost of sales Personnel expenses (1,741,347) (1,450,428) (1,467,896) Costs of raw materials, materials and services (11,468,545) (10,981,883) (11,463,862) Logistics cost (5,186,872) (4,341,369) (4,795,161) Depreciation, depletion and amortization (8,135,016) (6,718,474) (6,406,610) Other (869,747) (1,584,521) (687,759) (27,401,527) (25,076,675) (24,821,288) Selling expenses Personnel expenses (330,178) (281,673) (244,681) Services (247,585) (173,494) (146,184) Logistics cost (1,288,670) (1,067,031) (1,065,416) Depreciation and amortization (955,201) (952,033) (951,626) Other (116,913) (122,146) (75,287) (2,938,547) (2,596,377) (2,483,194) General and administrative expenses Personnel expenses (1,661,843) (1,172,538) (1,039,733) Services (503,086) (406,001) (378,986) Depreciation and amortization (143,600) (118,771) (101,764) Other (311,315) (225,918) (189,284) (2,619,844) (1,923,228) (1,709,767) Other operating (expenses) income, net Rents and leases 2,188 3,971 2164 Results from sales of other products, net 77,817 79,046 58,880 Results from sales and disposals of property, plant and equipment, intangible and biological assets, net (163,033) (331,285) (509) Result on fair value adjustment of biological assets 1,431,530 1,989,831 1,199,759 Depletion, amortization and other PPA realizations 9,822 468,168 52,110 Tax credits - gains in tax lawsuits (exclusion of ICMS from the PIS/COFINS calculation basis) (1,324) Provision for judicial liabilities (148,952) (167,563) (156,243) Other operating income (expenses), net 52,201 34,204 (33,121) 1,261,573 2,076,372 1,121,716 (i) Includes R$587,345 related to maintenance downtime, costing (R$650,592 as at December 31, 2023). (ii) Includes expected credit losses, insurance, materials for use and consumption, travel, accommodation, trade fairs and events. (iii) Includes, substantially, corporate expenses, insurance, materials for use and consumption, social programs and donations, travel and accommodation. (iv) Refers, substantially, to the write-off of contingent liabilities assumed in Fibria's PPA as disclosed in note 20.1. 30 INSURANCE COVERAGE The Company has insurance coverage for operational risks, with a maximum coverage of US$1,000,000 corresponding to R$6,192,300. Additionally, the Company has insurance coverage for civil general liabilities in the amount of US$20,000 corresponding to R$123,846 as of December 31, 2024. The Company's Management considers these amounts adequate to cover any potential liabilities, risks and damage to its assets, and any loss of profits. The Company does not have insurance coverage for its forests. To mitigate the risk of fire, the Company maintains internal fire brigades, a watchtower network, and a fleet of fire trucks. There is no history of material losses arising from forest fires. (1) (2) (3) (4)
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F-91
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Table of Contents The Company has a domestic transportation insurance policy with a maximum coverage of R$60,000 and international policy in the amount of US$75,000 corresponding to R$464,423, effective through November 2025, and renewable for an additional 18 months. In addition, it has insurance coverage for civil responsibility of Directors and Executives (“D&O”). F-92