Sul América : Distance Voting Bulletin – AGM

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03/27/2020 | 12:22 am

Last update: 03/26/2020

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - SUL AMERICA S.A. to be held on 04/24/2020

Shareholder's Name

Shareholder's CNPJ or CPF

E-mail

Instructions on how to cast your vote

EMAIL OF THE SHAREHOLDER: ________________________________

(It is mandatory to inform the email address of the Shareholder for the direct communication between the Company and the shareholder)

The present remote ballot paper must be filled out by shareholders who choose to exercise their right to vote remotely. It should be duly filled out and submitted until April 17, 2020, in accordance with the following instructions. In this case, it is mandatory to fill out the fields above informing the name (or corporate name) and the individual or corporate Taxpayers Registry number of the shareholder.

In addition to that, for this ballot paper to be considered valid and the votes cast herein be counted in the quorum of the General Meeting:

  • all fields below must be filled out; and
  • in case the remote ballot paper is sent directly to the Company, it must be initialed on all pages, signed by the shareholder or its legal representative and with notarized signature.

In case the remote ballot paper sent directly to the Company is not completely filled out, or lacking the support documents as provided for below, it will be disregarded and such information will be sent to the shareholder via their contact email here informed.

We emphasize that, in case of inconsistency between the remote ballot paper received directly by the Company and any voting instructions sent to the custodians or the bookkeeping agent of the shares or units of the Company, the latter shall prevail.

If deemed required, the shareholder may, untill April 17, 2020, rectify or resend the remote ballot paper and the accompanying documents.

If the shareholder chooses to attend the Meeting in person or by proxy, after sending the remote ballot paper, the remote voting instruction received by the Company may be disregarded.

Other clarifications, access to the Management Proposal and other documents related to the Shareholders Meeting on the Companys investor relations website (ri.sulamerica.com.br), on the CVM website (www.cvm.gov.br), on the B3 website (www.b3.com.br) and at the Companys headquarters.

Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider

Remote ballot paper sent directly to the Company

Shareholders who choose to send the remote ballot paper directly to the Company shall send:

  1. printed copy of the remote ballot paper duly filled out, initialed on all pages and with notarized signature; and
  2. certified copy of the following documents:

Individual shareholder:

i. evidence of the custodian of the shares or units of Sul América S.A. containing information on the ownership and number of shares or units of the Company; and

ii. ID card of the shareholder and, as the case may be, proxy and the ID card of the attorney in fact.

Legal entity shareholder:

i. evidence of the custodian of the shares or units of Sul América S.A. containing information on the ownership and number of shares or units of the Company;

  1. updated bylaws or articles of association, duly filed with the board of trade or applicable registry;
  2. a document evidencing the powers of representation: minutes of the election of the legal representative(s) that is present or that executed the power of attorney, if applicable;
  3. for investment funds, the relevant regulations and the abovementioned documents in relation to the administrator; and
  4. ID of the legal representative and, as the case may be, proxy and the ID card of the attorney in fact present.

- Remote ballot paper sent through custodians or bookkeeping agents

The shareholders must contact their custodians and confirm the procedures established by them for issuance of voting instructions via remote ballot paper. Itaú Corretora de Valores S.A., the

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - SUL AMERICA S.A. to be held on 04/24/2020

bookkeeping agent of the shares and units of the Company, has made available a website for shareholders who wish to exercise their voting rights remotely. Please access www.itau.com.br/securitiesservices, select "Shares", and then click on "Digital Shareholder Meeting".

The Company clarifies that, according to the applicable legislation, B3 S.A. - Brasil, Bolsa, Balcão ('B3") shall, upon receiving voting instructions from the shareholders through their respective custodians, disregard any instructions that contain inconsistencies regarding the same resolution that have been issued by the same shareholder.

Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company

E-mail address: governanca.corporativa@sulamerica.com.br

Postal address: Sul América S.A.

Superintendência de Governança Corporativa e Societária - SUGOC Phone #: +55 21 2506 8267

Rua Beatriz Larragoiti Lucas No 121, Ala Sul - 1º andar Cidade Nova, Rio de Janeiro - RJ

20211-903

Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number

Itaú Corretora de Valores Mobiliários S.A.

Shareholders Service: At branches of Itaú Unibanco Bank, or through the investor specific Service Channel and with the convenience of the Digital Channels, indicated below.

. Service Channel: 3003-9285 for capital cities and metropolitan regions and 08007209285 for others regions.

. Digital Channels: account holders may consult the information through the bankline (https://www.itau.com.br/), if the investor is non-account holder the information will be available on the Itaú Corretora website (https://www.itaucorretora.com.br/)

Electronic address: https://www.itau.com.br/securitiesservices

Resolutions concerning the Annual General Meeting (AGM)

Simple Resolution

1. To verify management's accounts, examine, discuss and vote on the Financial Statements for the year ended December 31, 2019.

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

2. To approve the allocation of net income from the fiscal year ended December 31, 2019.

  • managements proposal for the net income for the fiscal year ended on December 31, 2019, in the amount of R$1,182,518,389.98, after prior year adjustments, be allocated as follows:
  1. R$59,125,919.50 for the constitution of the Legal Reserve;
  2. R$822,307,801.01 for the constitution of the Reserve for Expansion of Social Business; and
  3. R$280,848,117.62, which corresponds to 25% of the annual adjusted net income, for distribution of the minimum mandatory dividend, which includes Interest on Shareholders' Equity declared on September 19, 2019 and December 13, 2019, in the net amount of R$149,763,448.15, remaining the balance of mandatory dividends to be paid in the amount of R$131,084,669.47.

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

3. To establish the number of members of the Board of Directors for the 2020 term of office.

  • The Company's management proposes that the Board of Directors comprise 10 members for a term of office to be effective until the Annual Shareholders' Meeting of 2021.

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - SUL AMERICA S.A. to be held on 04/24/2020

[ ] Approve [ ] Reject [ ] Abstain

Simple Question

4. Do you want to request the adoption of Multiple Voting Process for the election of members of the Board of Directors, according to Article 141 of Law No. 6,404 of 1976?

  • Note: this deliberation is not a part of the matters of the Agenda of the Annual Shareholders' Meeting, and it has been inserted in compliance with the provisions of Article 21-I, subsection IV, of the CVM Instruction 481/09.

[ ] Yes [ ] No [ ] Abstain

Election of the board of directors by single group of candidates

CHAPA ÚNICA

PATRICK ANTONIO CLAUDE DE LARRAGOITI LUCAS (efetivo)

CARLOS INFANTE SANTOS DE CASTRO (efetivo)

CÁTIA YUASSA TOKORO (efetivo)

DAVID LORNE LEVY (efetivo)

ISABELLE ROSE MARIE DE SÉGUR LAMOIGNON (efetivo)

JORGE HILÁRIO GOUVÊA VIEIRA (efetivo)

PIERRE CLAUDE PERRENOUD (efetivo)

RENATO RUSSO (efetivo)

ROMEU CORTÊS DOMINGUES (efetivo)

WALTER ROBERTO DE OLIVEIRA LONGO (efetivo)

5. Indication of all the names that make up the slate.

(The votes indicated in this item will be disregarded if the shareholder holding voting shares also completes fields present in the separate election of a member of the board of directors and the separate election that addresses such fields occurs) - CHAPA ÚNICA

[ ] Approve [ ] Reject [ ] Abstain

6. If one of the candidates that make up the slate leaves it, can the votes of your shares continue to be counted in favor of the same slate previously chosen?

[ ] Yes [ ] No [ ] Abstain

7. In case of election by multiple voting process, should the votes corresponding to your shares be distributed in equal percentages among the candidates that make up the slate you have chosen? [If the shareholder chooses to abstain and the election occurs by the multiple voting process, his vote must be counted as an abstention in the respective resolution of the meeting.]

[ ] Yes [ ] No [ ] Abstain

8. Visualization of all candidates who make up the slate to indicate the % (percentage) of the votes to be assigned to each one.

PATRICK ANTONIO CLAUDE DE LARRAGOITI LUCAS (efetivo) [ ] %

CARLOS INFANTE SANTOS DE CASTRO (efetivo) [ ] %

CÁTIA YUASSA TOKORO (efetivo) [ ] %

DAVID LORNE LEVY (efetivo) [ ] %

ISABELLE ROSE MARIE DE SÉGUR LAMOIGNON (efetivo) [ ] %

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - SUL AMERICA S.A. to be held on 04/24/2020

JORGE HILÁRIO GOUVÊA VIEIRA (efetivo) [

] %

PIERRE CLAUDE PERRENOUD (efetivo) [

] %

RENATO RUSSO (efetivo) [ ] %

ROMEU CORTÊS DOMINGUES (efetivo) [

] %

WALTER ROBERTO DE OLIVEIRA LONGO (efetivo) [ ] %

Simple Question

9. Do you want to request the separate election of a member of the Board of Directors, pursuant to article 141, fourth paragraph, item I and II, of the Law No. 6,404 of 1976?

(the shareholder should only complete this field if he/she is the uninterrupted holder of the shares with which he/she votes during the 3 months immediately prior to the Annual Shareholders Meeting)

[ ] Yes [ ] No [ ] Abstain

Separate election of the board of directors - Common shares

10. Indication of candidates for the board of directors by minority shareholders holding shares with voting rights. (the shareholder should only complete this field if he/she is the uninterrupted holder of the shares with which he/she votes during the 3 months immediately prior to the Annual Shareholders Meeting)

NOME

[ ] Approve [ ] Reject [ ] Abstain

11. In case neither the holders of voting shares nor the holders of preferred shares without voting rights or with restricted voting rights have respectively reached the quorum required in items I and II of Paragraph 4 of Article 141 of Law No. 6,404 of 1976, should your votes be aggregated to the votes of the preferred shares in order to elect for the board of directors the candidate with the highest number of votes among all those that, listed on this ballot paper, run for a separate election?

[ ] Yes [ ] No [ ] Abstain

Separate election of the board of directors - Preferred shares

12. Indication of candidates for the board of directors by shareholders holding preferred shares without voting or restricted voting rights. (the shareholder should only complete this field if he/she is the uninterrupted holder of the shares with which he/she votes during the 3 months immediately prior to the Annual Shareholders Meeting)

NOME

[ ] Approve [ ] Reject [ ] Abstain

13. In case that neither the holders of voting shares nor the holders of preferred shares without voting rights or with restricted voting rights have respectively reached the quorum required in items I and II of Paragraph 4 of Article 141 of Law No. 6,404 of 1976, should your votes to be aggregated to the votes of the preferred shares in order to elect for the board of directors the candidate with the highest number of votes among all those that, listed on this ballot paper, run for a separate election?

[ ] Yes [ ] No [ ] Abstain

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - SUL AMERICA S.A. to be held on 04/24/2020

Simple Resolution

14. To establish the management compensation (Board of Directors and Board of Executive Officers).

  • The Company's management proposes an overall amount of R$6,800,000.00 for compensation of its management (Board of Directors and Board of Executive Officers) for the period from the date of the Annual Shareholders' Meeting in 2020 to the Annual Shareholders' Meeting in 2021.

[ ] Approve [ ] Reject [ ] Abstain

Simple Question

15. Do you want to request the installation of the Fiscal Council, according to Article 161 of Law No. 6,404 of 1976?

*Note: this deliberation does is not a part of the matters of the Agenda of the Annual Shareholders' Meeting, and it has been inserted in compliance with the provisions of Article 21-k, Sole Paragraph, of the CVM Instruction 481/09.

[ ] Yes [ ] No [ ] Abstain

City :__________________________________________________________________________

Date :__________________________________________________________________________

Signature :_____________________________________________________________________

Shareholder's Name :____________________________________________________________

Phone Number :__________________________________________________________________

Disclaimer

Sul América SA published this content on 26 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2020 23:22:06 UTC

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