IRB Brasil Resseguros S A : Management's Proposal - O/EGM

IRB Brasil Resseguros S.A.

Annual and Extraordinary

Shareholders Meeting March 29, 2021

Time: 3:00 P.M.

Digital-only Meeting

CONTENTS

1. Message from the Chairman of the Board of Directors 3

2. Introduction 4

3. Officer's remarks 4

4. Meeting information 4

5. Call Notice 9

6. Management's Proposal 11

A) Annual General Meeting

(i) Review Management's accounts. 11

(ii) Examine, discuss and vote on the Financial Statements for the fiscal year ended December 31, 2020, accompanied by the management's annual report and opinions from the Company's

independent auditors, the Audit Committee and the Fiscal Council. 11

(iii) Set the number of the Board of Directors' members. 11

(iv) Elect the Board of Directors' members. 11

(v) Set the number of the Fiscal Council's members. 12

(vi) Elect the effective and alternate members of the Fiscal Council. 12

B)

Extraordinary General Meeting

(i)

Set the limit of the annual, global compensation amount of the Management and Fiscal Councilmembers for the period from April 2021 to March 2022. 12

SCHEDULE I - Item 10 of Attachment 24 of CVM Instruction No. 480/09 14

SCHEDULE II - Proposal for the election of members of the Board of Directors 36

SCHEDULE III - Items 12.5 to 12.10 of Attachment 24 of CVM Instruction No. 480/09 40

SCHEDULE IV - Proposal for the election of members of the Fiscal Council 56

SCHEDULE V - Management Compensation Proposal 60

SCHEDULE VI - Item 13 of Attachment 24 of CVM Instruction No. 480/09 66

MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

We are pleased to invite you to attend the Annual and Extraordinary Shareholders Meeting of IRB Brasil Resseguros S.A. ("IRB Brasil RE" or the "Company") scheduled for 3 pm on March 29, 2021 (the "Meeting"), which will be an online-only meeting. At the Meeting, you will have an opportunity to discuss and vote on the matters listed in the Call Notice included in this Manual.

Shareholders or their properly appointed proxies may attend the Meeting using the electronic attendance and remote voting system made available by the Company or using the Distance Voting Ballot, in accordance with applicable legislation, in order to ensure all shareholders are able to participate in the Meeting.

This Manual contains all the information and guidance required by the relevant legislation and any additional information that might help you evaluate the matters that will be discussed at the Meeting, reflecting IRB Brasil RE's commitment to transparency and best corporate governance practices.

All documents required to assess the matters that will be submitted to the shareholders are being made available in this Manual and sufficiently in advance for you to assess them and support your vote.

We hope we can continue to count on your support. Please contact IRB Brasil RE should you require any further information.

Happy reading, we wish you all a productive meeting!

Rio de Janeiro, February 26, 2021

Antônio Cássio dos Santos Chairman of the Board of Directors.

INTRODUCTION

According to the sole paragraph of article 131 of Law 6,404/76 (the "Corporations Act"), the Annual

General Meeting and the Extraordinary General Meeting may be called and held at the same time, place and location and their deliberations consolidated into unified minutes.

IRB Brasil RE has taken advantage of this option to call the online only Meeting for March 29, 2021, at 3 pm; the Call Notice, in item 5 of this manual, lists of the matters on the meeting agenda and no additional items that require deliberation by the shareholders may be included.

The documents referred to in article 133 of the Corporations Act for the fiscal year ended December 31, 2020, are listed below:

• I. Management's Report on the business and main administrative events during the fiscal year;

• II. Accounting Statements;

• III. Independent Auditors' Report;

• IV. Fiscal Council Opinion; and

• V. Summary of the Audit Committee's Report.

These documents were made available to the Company shareholders at our head office, on the Investor Relations website(http://ri.irbre.com)and on the B3 S.A. - Brasil, Bolsa, Balcão ("B3")(www.b3.com.br)

and the Brazilian Securities Commission ("Comissão de Valores Mobiliários" or "CVM")(www.cvm.gov.br)websites on February 18, 2021. These documents were also published in the "Federal Register" and "Valor Econômico" newspaper on February 23, 2021.

All other Meeting documents included in this Manual are available to the shareholders at the Company's

Investor Relations Office at Avenida Marechal Câmara, 171, 4th floor, Castelo, in Rio de Janeiro, RJ, and on the IRB Brasil RE Investor Relations, the B3 and the CVM websites mentioned above

3.

COMMENTS FROM THE EXECUTIVE OFFICERS

As per Item 10 of Attachment 24 of CVM Instruction No. 480/09, comments from the Executive Officers are available in Schedule I of this Manual.

4.

MEETING INFORMATIONDate and Time

This year, the IRB Brasil RE Meeting will be held on March 29, 2021, at 3 pm.

Meeting Quorum

Based on the matters included on the meeting agenda and pursuant to article 125, main section of the Corporations Act, shareholders representing at least 1/4 (one quarter) of the voting shares may represent a quorum to install the Meeting in a first call.

If the quorum abovementioned is not present at the first call, a new call notice will be issued in due course at least 8 (eight) days in advance under article 124, paragraph 1, II of the Corporations Act. At the second call, shareholders representing any proportion of the voting shares may constitute a quorum for the Meeting.

Voting Quorum

Under article 129 of the Corporations Act, resolutions will be taken by an absolute majority of votes, not including blank votes

Place - Access to the Electronic Remote Participation and Voting System

The Meeting will be held in an online only way, using the Zoom platform.

Under article 5, paragraph 3 of CVM Instruction No. 481/09, shareholders who plan to attend the Meeting 4