Sul America S A : Reference Form 2022 - Version 3

Reference Form - 2022

Reference date: 12/31/2021 Sul América S.A.

Version 3 | 07/08/2022

Reference Form - 2022 - SUL AMÉRICA S/A

Version: 1

Table of contents

1. People responsible for this form's contents

1.0	- Statement and identity of the people responsible for this form	01
1.1	- Statement of the Chief Executive Officer	02
1.2	- Statement of the Investor Relations Officer	03
1.3	- Chief Executive/Investor Relations Officer Statement	04
2. Independent auditors
2.1/2.2 - Auditor identification and fees	05
2.3	- Other relevant information	07
3. Selected financial information
3.1	- Financial Information	08
3.2	- Non-accounting measurements	09
3.3	- Events subsequent to the latest financial statements	11
3.4	- Income allocation policy	12
3.5	- Dividend distribution and earnings retention	15
3.6	- Declaration of dividends recognized in the retained earnings or reserves accounts	16
3.7	- Indebtedness level	17
3.8	- Obligations	18
3.9	- Other significant information	19
4. Risk factors
4.1	- Description of risk factors	20
4.2	- Description of main market risks	32
4.3	- Non-confidential, significant legal actions, administrative proceedings, or arbitrations	35

4.4 - Non-confidential legal actions, administrative proceedings or arbitrations which opposing parties are management members, former management members, controlling interest

	holders, former controlling interest holders, or investors	36
4.5	- Material, confidential lawsuits	37
4.6	- Joint non-confidential, material recurrent or related legal actions, administrative
	proceedings or arbitrations	38
4.7	- Other material contingencies	42
4.8	- Rules of the country of origin and of the country where securities are held in custody	44

5. Risk management and internal controls

5.1	- Risk management policy	45
5.2	- Market risks management policy	49
5.3	- Description of internal controls	52
5.4	- Description of Internal integrity procedures and mechanisms adopted	58
5.5	- Significant changes	61
5.6	- Other significant information	62

6. History of the issuer

6.1	/ 6.2 / 6.4 - Issuer's incorporation date, duration and registration date with the CVM	63
6.3	- Brief history	64
6.5	- Information on the bankruptcy petition based on material value or court or out-of-court
	reorganization proceedings	69
6.6	- Other significant information	70

7. Operations of the issuer

7.1 - Description of the activities of the issuer and its subsidiaries	71
7.1. a - Information whether issuer is mixed capital company	75

Reference Form - 2022 - SUL AMÉRICA S/A

Version: 1

Table of contents

7.2	- Information on operating segments	76
7.3	- Information on the products and services related to the operating segments	79
7.4	- Clients that account for more than 10% of total net revenue	91
7.5	- Material effects of government regulations on operations	92
7.6	- Material foreign revenue	98
7.7	- Effects of foreign regulation on activities	99
7.8	- Social and environmental policies	100
7.9	- Other significant information	101

8. Extraordinary businesses

8.1	- Extraordinary businesses - Assets acquisitions or sales	102
8.2	- Significant changes in the conduction of the issuer's business	103
8.3	- Material agreements between the issuer and its subsidiaries not directly related
	to its operating activities	104
8.4	- Other significant information	105

9. Material assets

9.1	- Material non-current asset items - others	106
9.1	- Material non-current assets items / 9.1.a - Property and equipment	107
9.1	- Material non-current asset items / 9.1.b - Intangible assets	108
9.1	- Material non-current asset items / 9.1.c - Ownership interests in companies	272
9.2	- Other significant information	274

10. Comments from executive officers

10.1	- General financial and equity condition	275
10.2	- Operating and investment income	311
10.3	- Events with actual and expected material effects on the financial statements	315
10.4	- Significant changes in accounting practices - qualifications and emphases in the
	auditor's opinion report	317
10.5	- Critical accounting policies	324
10.6	- Material off-balance sheet items	327
10.7	- Comments on off-balance sheet items	328
10.8	- Business plan	329
10.9	- Other factors with material influence	333

11. Projections

11.1	- Disclosed projections and assumptions	334
11.2	- Follow-up and changes in disclosed projections	335

12. Meeting and management

12.1	- Description of the management structure	336
12.2	- Rules, policies and practices related to shareholders' General Meetings	341
12.3	- Rules, policies and practices related to the Board of Directors	343
12.4	- Description of the covenant on settlement of dispute through arbitration	345
12.5	- Composition and professional experience of management and fiscal council	346
12.6	- Percentage attendance at Board of Directors' meetings last year	354
12.7	/ 8 - Composition of committees	355

12.9 - Existing conjugal relationship, common-law marriage or relatives up to once removed related to the management members of the issuer, subsidiaries and parent companies

366

Reference Form - 2022 - SUL AMÉRICA S/A

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Table of contents

12.10	- Relationships of subordination, service provision or control between management
	members and subsidiaries, parent companies, and others	370
12.11	- Agreements, including insurance policy, for payment or reimbursement of expenses
	supported by the management members	422
12.12	- Other material information	423

13. Management compensation

13.1 - Description of compensation policy or practice, including non-statutory board of

	executive officers	424
13.2	- Total compensation of the Board of Directors, Board of Executive Officers and Fiscal
	Council	433
13.3	- Variable compensation of the board of directors, statutory board and fiscal council	436
13.4	- Share-based compensation plan for board of directors and statutory board	438
13.5	- Share-based compensation for the board of directors and statutory board	443

1. - Information on outstanding options held by the board of directors and the statutory board 446
2. - Options exercised and shares delivered in connection with the share-based

compensation of the board of directors and statutory board

457

13.8 - Information required to understand the disclosed figures in items 13.5 to 13.7 - pricing

method for shares and options

460

13.9 - Number of shares held directly or indirectly, in Brazil or overseas, and of other securities convertible into shares, issued by the company, its direct or indirect controlling

	shareholders, its subsidiaries or companies under joint control, by members of the board
	of directors, statutory executive board, or the fiscal council, grouped by management body,
	as of the closing date of the last year	461
13.10	- Information on pension plans provided to members of the board of directors and
	statutory officers	462
13.11	- Maximum, minimum and average individual compensation of the board of directors,
	statutory board of executive officers and fiscal council	463
13.12	- Mechanisms for compensating and indemnifying management in the event of removal
	from office or retirement	465
13.13	- Percentage of total compensation held by management and members of the fiscal
	council who are parties related to the controlling shareholders	466
13.14	- Compensation of management and members of the fiscal council, grouped by body,
	received for any reason other than the position they hold	467
13.15	- Compensation of management and members of the fiscal council recognized in the
	income statements of the direct or indirect parent companies, companies under joint
	control and subsidiaries of the issuer	468
13.16	- Other material information	470

14. Human resources

14.1	- Description of human resources	473
14.2	- Material changes - human resources	477
14.3	- Description of the employees' compensation policy	478
14.4	- Description of the relationship between the issuer and labor unions	480
14.5	- Other significant information	482

15. Control and economic group

15.1	/ 15.2 - Shareholding	483
15.3	- Capital composition	493
15.4	- Chart of ownership interests and economic group	494
15.5	- Shareholders' agreement filed with the headquarters of the issuer or to which the
	controlling shareholder is a party	495
15.6	- Material changes in the interests held by the members of the controlling stake
	and management of the issuer	497

Reference Form - 2022 - SUL AMÉRICA S/A

Version: 1

Table of contents

15.7	- Main corporate events	498
15.8	- Other significant information	510

16. Related party transactions

16.1 - Description of the issuer's rules, policies and practices on the transactions with

	related parties	511
16.2	- Information on the transactions with related parties	512
16.3	- Identification of measures taken to deal with conflict of interest and to show that agreed
	conditions are based on arms' length principles or adequate compensation pay	523
16.4	- Other significant information	524

17. Capital stock

17.1	- Information on capital	525
17.2	- Capital increases	526
17.3	- Information on splits, reverse splits and bonuses	527
17.4	- Information on capital decreases	528
17.5	- Other significant information	529

18. Securities

18.1	- Share rights	530
18.2 - Description of any statutory rules that limit the voting rights of significant shareholders or
	that require them to carry out a public offering	533
18.3 - Description of exceptions and suspensive clauses relating to the equity or political rights
	set forth in the bylaws	535
18.4	- Trading volumes and prices of marketable securities	536
18.5	- Description of other marketable securities issued in Brazil	539
18.5.a. - Number of marketable securities holders	547
18.6	- Brazilian markets in which marketable securities are listed for trading	548
18.7	- Information on the class and type of the security listed for trading in foreign markets	549
18.8	- Description of securities issued in foreign markets	550
18.9	- Public offerings made by the issuer or third parties, including controlling shareholders
	and affiliates and subsidiaries, related to the issuer's marketable securities	551
18.10 - Use of proceeds from public offerings	555
18.11 - Description of public acquisition offerings made by the issuer in relation to shares
	issued by a third party	556
18.12 - Other significant information	557

19. Repurchase programs/treasury

19.1	- Information on the issuer's stock repurchase programs	576
19.2	- Changes in treasury stock	578
19.3	- Other significant information	581

20. Trading policy

20.1	- Information on the security trading policy	582
20.2	- Other significant information	585

21. Disclosure policy

1. - Description of the internal rules, regulations or procedures for information disclosure 586
2. - Description of the policy on disclosure of Material Facts or Acts indicating the

communication channel or channels used for dissemination and the procedures for
maintaining secrecy about undisclosed material information	588