KLABIN AUSTRIA GMBH LAUNCHES TENDER OFFERS FOR ANY AND ALL OF ITS OUTSTANDING 5.250% NOTES DUE 2024 AND 4.875% NOTES DUE 2027

SÃO PAULO, March 21, 2022 /PRNewswire/ -- Klabin Austria GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of Austria (the "Offeror"), announced today that it has commenced tender offers to purchase for cash (respectively, the "2024 Notes Tender Offer" and the "2027 Notes Tender Offer," together the "Tender Offers") any and all of its outstanding (i) 5.250% Notes due 2024 (the "2024 Notes") and (ii) 4.875% Notes due 2027 (the "2027 Notes"), in each case guaranteed by Klabin S.A., a corporation (sociedade anônima) organized and existing under the laws of the Federative Republic of Brazil (the "Guarantor").

The following table summarizes the key economic terms of the Tender Offers:

(1) Per U.S.$1,000 principal amount of Notes, not including accrued and unpaid interest, if any, on the Notes accepted for purchase from and including the last applicable interest payment date preceding the Payment Date to, but not including, the Payment Date.

The Tender Offers will expire at 5:00 p.m., New York City time, on March 25, 2022, unless extended by the Offeror in its sole discretion (the "Expiration Time"). Holders will be permitted to withdraw validly tendered Notes at any time prior to 5:00 p.m., New York City time, on March 25, 2022, but not thereafter, unless extended by the Offeror in its sole discretion or as otherwise required by applicable law.

Holders whose Notes are accepted for purchase by the Offeror will be eligible to receive the applicable Tender Offer Consideration plus accrued and unpaid interest on the Payment Date, which is expected to be March 30, 2022.

Upon the terms and subject to the conditions set forth in the Offer Documents (as defined below), holders of the Notes who (i) validly tender and do not validly withdraw their Notes on or before the Expiration Time or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all of the other required documents on or before the Expiration Time and tender their Notes prior to the applicable Guaranteed Delivery Date, which is currently expected to be March 29, 2022, and whose Notes are accepted for purchase by the Offeror, will be eligible to receive the applicable Tender Offer Consideration plus accrued and unpaid interest, if any, on the Notes accepted for purchase from and including the last interest payment date preceding the applicable Payment Date to, but not including, such Payment Date.

The "2024 Tender Offer Consideration" for each U.S.$1,000 principal amount of 2024 Notes validly tendered (and not validly withdrawn) on or before the Expiration Time and accepted for purchase will be U.S.$1,052.75.

The "2027 Tender Offer Consideration" for each U.S.$1,000 principal amount of 2027 Notes validly tendered (and not validly withdrawn) on or before the Expiration Time and accepted for purchase will be U.S.$1,034.00.

The terms and conditions of the Tender Offers are set forth in the Offer to Purchase, dated March 21, 2022, and the related Notice of Guaranteed Delivery (together, the "Offer Documents"). Copies of the Offer Documents are available to holders of Notes from Morrow Sodali Ltd., the information and tender agent for the Tender Offers at +1 203 609 4910 (US), +44 20 4513 6933 (EMEA and LATAM), +852 2319 4130 (APAC), e-mail: [email protected], or at the website https://bonds.morrowsodali.com/Klabin.

The obligation of the Offeror to purchase Notes in the Tender Offers is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase.

The Offeror has the right, in its sole discretion, to extend, amend or terminate any of the Tender Offers at any time, subject to applicable law. The Offeror also reserves the right, in its sole discretion, not to accept for purchase any tenders of Notes for any reason. The Offeror is making the Tender Offers only in those jurisdictions where it is legal to do so.

Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., and Santander Investment Securities Inc. have been engaged to act as dealer managers (the "Dealer Managers") in connection with the Tender Offers. Questions regarding the Tender Offers may be directed to Citigroup Global Markets Inc. at + 1 (800) 558 3745 (toll free) or + 1 (212) 723 6106 (collect), Itau BBA USA Securities, Inc. at +1 (888) 770-4828 (toll free) or +1 (212) 710-6749 (collect), and Santander Investment Securities Inc. at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (collect).

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to sell, or a solicitation of an offer to buy, any Notes. The Tender Offers are being made solely by the Offeror pursuant to the Offer Documents. The Tender Offers are not being made to, nor will the Offeror accept tenders of Notes from, holders in any jurisdiction in which the Tender Offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Offeror that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Offeror believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available, the Offeror cannot guarantee future results or events. The Offeror expressly disclaims a duty to update any of the forward-looking statements.

Contact: Morrow Sodali, [email protected], +1 203 609 4910

SOURCE Klabin Austria GmbH

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