Corporate Governance

Board Election and Nomination Process

The election of the members of the Company’s Board of Directors takes place through the slate system or by multiple voting, as applicable. In the election by slate, each shareholder may vote for only one slate, and the candidates of the slate receiving the highest number of votes shall be declared elected. Alternatively, the election may occur through the multiple vote procedure if shareholders jointly representing at least 5% (five percent) of the Company’s voting capital request its adoption, pursuant to Article 141 of Law No. 6,404/76 and CVM Resolution No. 70/22. In this case, the election will be carried out on a candidate basis, and each share will be entitled to as many votes as there are seats to be filled on the Board of Directors through the multiple vote procedure. Each shareholder may freely allocate their votes among the candidates, with those receiving the highest number of votes being elected.

Board Performance Review

The Board of Directors conducts an annual self-assessment of its activities, identifying opportunities for improvement in its performance. In this regard, self-assessment processes were carried out for fiscal years 2024, 2023, and 2022, and, with respect to fiscal years 2021 and 2024, an external evaluation was conducted by an independent consulting firm specialized in the subject. The self-assessment and external evaluation process included reviews of the structure in which the Board of Directors operates, the dynamics of meetings and interactions among Directors, strategy, duty of care, human capital, monitoring of Financial Statements, and risk and compliance.

The results of the evaluations are analyzed in light of statutory, regulatory, and governance standards, best practices, and benchmarks, as well as the Company’s strategic objectives and business. Based on the opportunities for improvement identified during the evaluation process and, when applicable, on the recommendations of the external consultancy, the evaluated bodies develop and implement action plans, within the scope of their respective responsibilities, with the support of the Company’s management and governance bodies.

Information based on the Reference Form dated May 30, 2025

Compensation Policy and Process for Determining Compensation
 

Klabin’s fixed and variable compensation practices do not make distinctions based on gender, race, religion, or any other aspects not related to individual or corporate performance. In addition, all of the Company’s leadership has targets related to Safety and to the KODS (Klabin Sustainable Development Goals).

The objectives of the compensation practices are to:

• Align employees’ interests with Klabin’s long-term strategy and with its shareholders;

• Ensure that employee compensation is competitive and attractive when compared to the market;

• Recognize the results of high-performing professionals, fostering a meritocratic culture, as well as attracting and retaining talent within the Company; and

• Attach executive compensation both to the Company’s short- and long-term results, in addition to the individual performance of each executive.

The General-Director compensation is tied to relative financial metrics and financial return, as presented below: 

• Financial return: comparison between the Company’s average annual ROIC (Return on Invested Capital) and WACC (Weighted Average Cost of Capital);

• Relative financial metric: aligns compensation with stock market performance, using TSR (Total Shareholder Return) and Ke (cost of equity) indicators up to the 2022 plan, and, as of the 2023 plan, by the relative position between the Company’s TSR and the TSR of a selected peer group

The General Director variable compensation follows the arrangement below:

• Option to defer up to 50% of short-term compensation into the purchase of Company shares.

• The longest performance period covered by the executive compensation plan is five years, the same vesting period for variable compensation.

Share Ownership Requirements

As of 2024, the General Director must allocate an amount equivalent to 30 monthly fees (based on his or her compensation at the end of each fiscal year) to the purchase of Company shares and maintain them in his or her possession (2.50x annual salary). For Statutory and Non-Statutory Executive Officers, the amount to be allocated to shares and held in their possession is equivalent to 18 monthly fees or salaries (1.50x annual salary), as applicable.

 

 

 

Information based on the Reference Form dated 05/30/25.

Sustainability Governance Structure

 

Klabin Sustainable Development Goals 

 

In 2019, Klabin conducted a founding materiality process for its 2030 Agenda, which involved consultations with different stakeholders to identify the impacts to be minimized and the opportunities to be maximized, based on the global sustainable development agenda. Thus, it was possible to establish Klabin's Agenda 2030, which created the Klabin Sustainable Development Goals. 

Since 2020, with the intensification of discussions on climate, especially since the company became a TCFD Supporter, Klabin has adopted the concept of double materiality, which assesses not only the impact of sustainability on the company's long-term financial performance, but also its effects on society and the environment. Over the following years, the process was also internalized for other relevant topics, such as Water and Biodiversity. In 2024, discussions will progress to the remaining themes, in order to define the materiality analysis in a matrix. This process continues to consider the interests of several stakeholders, helping to define the company's approach and strategy for the short, medium and long term.

 

Reviews and reassessments

During these years, the teams responsible for the long-term goals have reassessed, at least once a year, the adherence of the commitments to the global and cultural challenges, forwarding, whenever necessary, the need to revise ambitions or metrics to the Fixed Sustainability Commission. Some significant advances could be observed, such as:  

• The mandatory linkage of the individual goals of all managers and executives to the KODS agenda; 
• The recurrence of meetings of the Fixed Sustainability Commission, which regularly monitors and deliberates on recalibrations and challenges linked to the agenda, supported by an internal dashboard on the progress of targets; 
• The review of a Sustainability Index, previously linked only to the variable remuneration of executives, into a short- and long-term financial incentive linked to the KODS Agenda for all Klabin employees; 
• Specific revisions in terms of targets and timelines (e.g. Climate and net-zero target); 
• The publishing of specific thematic guidelines for resilience strategies based on the risk identification, such as the Climate Transition Plan and the Biodiversity Conservation and Ecosystem Services Plan. 
   

Materiality

The ongoing process considers some founding bases, but the process is in transition, in order to comply with recent regulations, such as the European Sustainability Reporting Standards (CSRD - ESRS) and the General Requirements for Disclosure of Sustainability-related Financial Information (ISSB - IFRS). This process should reflect a reordering of the company's priority topics, including the review of the company's positioning on each theme.  

1. Identification of potentially material topics

In 2019, the Company identified topics considered potentially materials, engaging in consultations with more than 30 corporate and business unit managers, and more than 1,700 stakeholders, in person and online. This process allowed a reading of the risks and opportunities associated with the activities carried out in Klabin's four business units (forestry, paper, pulp and packaging). During this stage, internal and external risk and impact matrices were consulted, as well as the processes used to engage with stakeholders (e.g. grievance mechanisms , public consultations, engagements carried out by operational units, social acceptance surveys) and external (secondary) references of impacts associated with the company's sector (benchmarking with other companies, ratings, indexes, etc.).   

Since then, the same consultation inputs have been considered and internalized by the appropriate topic sponsors. In 2025, the partial results of additional consultations are expected to be released, such as the technical consultation conducted with internal and external experts for the Biodiversity, Water and Soil issues. By the first quarter of 2026, the company should have its complete matrix defined and prioritized. 

2. Evaluation of impact relevance

The risks and opportunities identified in the previous stage were grouped according to the convergence of subjects and were analyzed from the perspective of probability of occurrence and severity of the impact generated, financially for the company and for stakeholders. During the impact assessment, consultations were conducted with the company's stakeholder groups, in particular employees, customers and suppliers (in person) and communities (based on the consultation materials obtained annually). This process supported the definition of the topics to be prioritized. 

Aligned with the principles of double materiality, the impacts were analyzed considering the influence on the company's value generation, convergence with the corporate risk matrix and including the groups to be affected by the financial losses.   

From 2020 to 2021, the Climate topic was the first to have its financial impact on Klabin calculated and disclosed. In 2024, the process will proceed to Water, Biodiversity and Soil, including consultation with specialists. In parallel, other topics where the impact is difficult to identify more clearly for society will be consulted through technical partners between 2024 and 2025.

3. Analysis of results and prioritization of topics

Based on meetings with technical and executive sponsors, 23 material topics related to sustainable development and the company's future challenges were defined.  
These topics were grouped according to the interests and impacts generated, 11 of them were considered priorities to meet internal and external demands and included the definition of 23 short-, medium- and long-term targets.  
 
List of topics prioritized with the adoption of public targets:  

• Energy use
• Water use 
• Waste management 
• Climate change
• Local development and impact on communities 
• Diversity 
• Occupational health and safety 
• Cyber security 
• Supplier social and environmental performance
• Products and partnerships with the value chain and circularity 
• Biodiversity 

Other topics considered relevant when addressing internal demands: 

• Wood availability 
• Forest yields 
• Production and logistics 
• Forest certification 
• Ethical conduct and integrity 
• Risk management 
• Human capital development 
• Management and engagement of professionals 
• Klabin's culture 
• Multiple uses of wood 
• Innovation management 
• Economic performance 

4. Governance of Klabin's material topics (KODS)   

Klabin's 2030 Agenda is revalidated annually by Klabin's Fixed Sustainability Committee, the Executive Board and the Board of Directors. The meeting agendas of both the Committee and the Fixed Sustainability Commission are defined according to the risk and urgency of the topic and the progress of the commitments. Meetings are held at least bimonthly.  
   
The suitability of all the company's new projects is systematically analyzed in the light of Klabin's sustainable development objectives, as well as the internal audit control processes and the periodic updating of the company's Risk Matrix considering material topics, both with the technical sponsors and with the corporate Sustainability area. With the inclusion of the performance of some of the company's debt targets, the process of verifying compliance with part of the agenda is now audited by a third party. In addition to the topics of the 2030 Agenda, all the risks and appropriate recommendations resulting from the Human Rights Due Diligence conducted by Klabin are also internalized by Klabin's official Risk monitoring.  

5. Verification 

The process is reviewed annually using primary and/or secondary information and is part of the scope of the ESG Panel's limited external assurance. In addition, as there are targets linked to debts, the process is also analyzed by a third party in light of its ambition and relevance (see Sustainable Finance). 

Materiality Issues and Metrics for Enterprise Value Creation

Material Issue	Climate Change	Occupational Health and Safety	Biodiversity
Business Case	Klabin is a forestry-based company, and climate change risks directly influence crucial operational parameters such as forest yield, as well as operational and financial risks starting from planting, harvesting, and soil preparation. Because of this, the topic is material, and the company has invested prioritarily in recent years in mitigation and adaptation actions to negative risks and impacts, as seen in our Climate Transition Plan. In addition to the pipeline of projects and investments planned for decarbonization, Klabin also has public targets (KODS 2030) for science-based emission reductions and is part of various global climate initiatives such as the UN's Business Ambition for 1.5°C. The company is engaging its value chain to improve its emissions inventory reporting and report science-aligned targets.	The Life protection policy was launched in 2022 and revised in 2024 and aims to promote a fair culture that cares for the well-being of employees and the business strategy, turning failures into learning experiences that drive safer processes and activities throughout Klabin. This topic is of extreme relevance to the company as it represents a risk directly associated with the continuity of operations, productivity, and the well-being  of our employees and third parties. It is directly linked to the business strategy and is present in long-term goals and in the variable compensation of the company’s executives. (l)	Due to its forestry-based business, Klabin is a pioneer in implementing mosaic planting: a system that combines areas of preserved native forests, which correspond to almost half of our forest area, with planted forests of pine and eucalyptus of different ages. Since the quality of planted forests also depends on the quality of native forests and their natural resources, Biodiversity is a relevant topic for the company and has the largest set of targets for 2030 within Klabin's Sustainable Development Agenda. The loss of biodiversity threatens the ability of ecosystems to provide resources and services (e.g., pollen and seed dispersal, natural pest control, water and climate regulation, soil and nutrient conservation, etc.) that are essential for sustaining high yields of Klabin's plantations.
Business Impact	Risks	Risks	Risks
Business Strategy	The Company has a history of investments and adoption of low-carbon technologies, which allowed a reduction of more than 70% in GHG intensity (Scopes 1 and 2) between 2003 and 2023. Additionally, being forestry-based, the Company maintains a positive carbon balance, which, despite methodological differences in calculation (notably between GHG Protocol and SBTi), results in carbon removal always exceeding total emissions, implying financial opportunities for a possible regulated market. Nevertheless, the Company views its climate risks from a mitigation and adaptation perspective, including climate strategy in all project feasibility analysis, future expansions, and fixed cost analysis.	Management of this topic is outlined in the Occupational Health and Safety Management System and is structured into 3 pillars:       1. Installation: Ensure the safety and reliability of equipment. Improve and maintain the working environment provided to our professionals;       2. Method: Continuously improve how we handle safety in our routine. Maintain a critical view of our accident prevention and mitigation procedures, creating and reviewing policies, guidelines, and requirements; and      3. People: Value good practices and encourage employees to take care of each other. Train them on standards and procedures and bring leadership closer to the routine.        The Occupational Health and Safety Management System is guided by ISO 45001 in all manufacturing and forestry units, with guidelines and procedures focused on loss prevention and continuous process improvement to preserve life, health, and physical integrity of people.	Klabin has been evaluating the impacts of this risk through the Continuous Monitoring Program for Fauna and Flora. This allows understanding the behavior of species and adopting prevention and mitigation measures, such as reducing road accidents, reforestation actions, and scientific research. Klabin has a biodiversity research center in its Ecological Park, aimed at monitoring and restoring forest quality through wildlife restoration. It is also responsible for bringing technological solutions to accelerate and scale the Biodiversity Monitoring program, which includes species tracking. Additionally, one of the long-term goals of this topic is linked to a Sustainability-Linked Bond, increasing the company's commitment to its 2030 Agenda and its financial and strategic roadmap.    In 2024, Klabin revised its Biodiversity Plan, divided into 6 programs aiming to support the company in achieving Net Positive Impact on Biodiversity in an integrated manner. (Biodiversity and Ecosystem Services Conservation Plan)
Long-term Target	As approved by the Science-Based Targets initiative, Klabin's Climate Change targets are:  i. Reduce GHG emissions from Scope 1 and 2 by 25% per ton of pulp, paper, and packaging by 2025, and by 49% per ton of pulp, paper, and packaging by 2035.        ii. Net capture of 45 million tons of CO₂eq from the atmosphere between 2020 and 2030.       In 2023, the Company updated and submitted new targets for SBTi validation, considering the 1.5°C scenario and expanding the inclusion of Scope 3 emissions, including new categories based on their relevance to the business. They consist of reducing absolute emissions from scopes 1, 2, and 3 by 42% by 2030 and 90% by 2050 (net zero target). The company will replace these targets once approved by SBTi. (Klabin Climate Transition Plan)	Accident frequency rate with absences (direct and indirect) below 1. See other long-term goals (2030 Goals)	Our objectives/targets by 2030 are: (i) reintroduce two extinct species and reinforce four threatened species in forests by 2030; (ii) donate 1 million native seedlings; (iii) have at least 6 research partnerships per year; (iv) maintain or increase the number of native species dependent on forests; (v) map 100% of hotspots where fauna is run over and implement actions to reduce occurrences. For more information, see our Biodiversity and Ecosystem Services Conservation Plan.
Target Deadline	2030	2030	2030
Progress	17.8% reduction in specific emissions (Climate Change Targets)	Below baseline (Occupational Health and Safety Targets)	26% - Target V (Biodiversity Targets)
Executive Compensation	In the annual short-term incentive program, starting in 2024, corporate and individual goals are used to measure the performance of each executive, with corporate goals comprising: financial indicators (70% of the total weight), safety (10% of the total weight), ESG indicators (10% of the total weight), and individual goals (10% of the total weight). Climate Change goals are linked to the 10% related to ESG indicators.	In the annual short-term incentive program, starting in 2024, corporate and individual goals are used to measure the performance of each executive, with corporate goals comprising: financial indicators (70% of the total weight), safety (10% of the total weight), ESG indicators (10% of the total weight), and individual goals (10% of the total weight).	In the annual short-term incentive program, starting in 2024, corporate and individual goals are used to measure the performance of each executive, with corporate goals comprising: financial indicators (70% of the total weight), safety (10% of the total weight), ESG indicators (10% of the total weight), and individual goals (10% of the total weight). As the company's biodiversity goals are part of the 2030 agenda, managers sponsoring the topic set goals linked to 10% of the individual goal for this topic.

Material Issues and Metrics for External Stakeholders

Material Topic for External Stakeholders	Forest Certification, Water, Climate Change	Local Development
Category	Transition Climate and Physical Risks	Impact and Community Development
Cause of Impact	Operations: Supply Chain (> 50% of business activities)	Operations (> 50% of business activities)
External stakeholder(s)/ impact area(s) evaluated	Supply Chain; Society	Society
Topic relevance on external stakeholders	Both positive and negative: The Tragedy of the Commons considers the impacts resulting from the uncoordinated actions of economic agents around a common element that can become scarce if not managed collectively. The balance that Klabin must establish between forestry and water-intensive industrial operations.       Water-intensive industrial operations can impact not only water issues, but also land use and local dynamics. As elements such as water, biodiversity and land use are connected to a common issue, Klabin has defined commitments to these externalities and a management system focused on territorial water security, prioritizing:     Supplier certification: the sharing of socio-environmental competencies for effective landscape planning (Matas Legais program), aimed at conserving natural resources and productivity and guaranteeing sustainable forest management as a whole.      Management of hydrosolidarity, which guides forest water management to keep 60% of forests standing in order to conserve watersheds and water availability, both quantitatively and qualitatively.	Klabin's presence, especially in forested territories with a paper industry, affects local dynamics, while the company and its local suppliers depend on a good relationship and a politically robust society to gain social acceptance and a social license to operate. Municipalities with a strong social structure can contribute more effectively to sustainable development, and governments with strengthened capacities rely on collaborative planning to guide their progress. In this relationship, the company's positive influence on social dynamics protects local well-being  and social relations.     Klabin maintains an economic, social and environmental agenda with the communities where it operates, which includes education and training projects for the employment market, family farming, regional solid waste management, as well as a program to support public management planning. With the Public Management Support Program, Klabin works to ensure that the priority municipalities (see criteria below) for the company's operations achieve significant progress through training and consultancy to improve the planning and application of public resources from taxes generated by the company's activity. The aim of the initiative is to foster participatory public management in municipalities that have below-average development indices compared to similar municipalities.
Output Metric	Increase in restoration areas of producers participating in forest conservation programs such as Matas Legais and Matas Sociais.	Increase in the Social Progress Index score (SPI); number of public policies developed that prioritize collective planning.
Impact Valuation	The company is conducting a double materiality assessment aligned with other material aspects. Some examples of relevant indicators have been: increase in soil quality, water availability and increase in biodiversity richness/abundance.	The Social Progress Index (SPI) is a methodology for analyzing social and environmental data developed to measure the well-being of communities, cities, countries and regions. It is a tool used all over the world and adapted to the reality of each territory.  The SPI construction methodology involves the use of three dimensions made up of four components each, giving a total of 12 components:  Basic Human Needs: nutrition and basic medical care, water and sanitation, housing and public safety.  Foundations of Well-Being: access to basic education, access to information and communication, health and well-being, and environmental quality.   Opportunities: personal rights, personal freedom and choice, social inclusion and access to university education.
Impact Metric	Shared positive impacts:   17.8% Reduction in GHG Emissions Scope 1+2 in 2023  1 of 2 locally extinct species reintroduced in 2022  22 thousand hectares under restoration/ demarcation by the Matas Legais and Matas Sociais Programs since 2005  Commitment to remove invasive exotic species	Improved well-being in priority municipalities. For instance, the municipality of Telêmaco Borba increased its SPI from 58.2 to 64.5 from 2021 to 2022. More information is available at Território 2030

 

Certifications 

In 2022, Klabin's Sustainability Policy was updated and, therefore, training was conducted at the units and also through Klabin's Business School. The Sustainability Policy training covers all new employees (during the onboarding process) and direct and indirect training through the headquarters of each industrial unit.

Klabin makes external voluntary commitments that reinforce its commitment aligned with sustainable development. Learn more at commitments page.

 

ISO 14001 CERTIFICATION
	Direct Employees	Indirect Employees	Total of Employees (Directs + Indirects)	Percentage of Units
Number of Employees at Units	15,142	4,141	19,283	78%
Total of Kablin's Employees	16,025	4,374	20,399
Percentage of Employees covered by certification	94%	95%	95%

The industrial mills in Pilar (Argentina), Rio Negro (state of Paraná) and Horizonte (state of Ceará) are not yet ISO 14.001 certified due to internal and external reasons - and as previously mentioned in the last year, have been preparing to do so, to get certified in 2025. Although 22% of the industrial units’ operations are not certified by a third-party, all of them undergo an internal audit by a specialised Klabin team, which holds the ISO 14001 standard auditor certificate. Those that are certified carry out internal audits of the management system. In this way, units that do not yet have formal certification prepare for the certification audit, re-scheduled for the second half of 2025. 

ISO 9001 CERTIFICATION
	Direct Employees	Indirect Employees	Total of Employees (Directs + Indirects)	Percentage of Units
Number of Employees at Units	15,920	4,374	20,294	91%
Total of Kablin's Employees	16,025	4,374	20,399
Percentage of Employees covered by certification	99%	100%	89%

 

ISO 45001 CERTIFICATION
	Direct Employees	Indirect Employees	Total of Employees (Directs + Indirects)	Percentage of Units
Number of Employees at Units	8,383	2,785	11,168	26%
Total of Kablin's Employees	16,025	4,374	20,399
Percentage of Employees covered by certification	52%	64%	55%

 

ISO 50001 CERTIFICATION
	Direct Employees	Indirect Employees	Total of Employees (Directs + Indirects)	Percentage of Units
Number of Employees at Units	2,145	1,224	3,369	4%
Total of Kablin's Employees	16,025	4,374	20,399
Percentage of Employees covered by certification	13%	28%	17%