Sul America : Management Proposal - AGM

Sul América S.A.

National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) No.

29.978.814/0001-87

State Registration (NIRE) No. 33300032991

CVM Code 02112-1

Publicly-held company with Authorized Capital

Identification	Sul América S.A., a publicly-held company with authorized capital, registered with the CVM under No. 02112-1 on October 3, 2007, enrolled with the National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) under No. 29.978.814/0001-87, its articles of incorporation being filed with JUCERJA (Commercial Registry of the State of Rio de Janeiro) under State Registration (NIRE) No. 3330003299-1.
Principal Place of Business	Rua Beatriz Larragoiti Lucas, n° 121, part, Cidade Nova district, City and State of Rio de Janeiro, Postal Code 20211-903.
Investor Relations Office	Located at the Company's principal place of business. Executive Vice-President for Control and Investor Relations Ricardo Bottas Dourado dos Santos Phone: [phone]; e-mail:[e-mail] Relations Department Phone: [phone]; e-mail:[e-mail] Relations website:http://ri.sulamerica.com.br
Independent Auditor of the Company	Deloitte Touche Tohmatsu Auditores Independentes, responsible for the fiscal years ended December 31, 2018, December 31, 2017, and December 31, 2016.
Bookkeeping Agent	Itaú Corretora de Valores S.A.
Shareholders Service	At specialized branches of Itaú Unibanco S.A. Rio de Janeiro: Av. Almirante Barroso, 52 - 2º andar - Centro. São Paulo: R. Boa Vista, 176 - 1º Subsolo - Centro Phones: 3003-9285 (capital cities and metropolitan regions) and 0800 7209285 (other localities).
Securities issued	Common and preferred shares, a portion of which is represented by share deposit certificates ("units"), each one comprising one common and two preferred shares issued by the Company and listed on the B3 S.A. - Brasil, Bolsa, Balcão under ticker "SULA11", at Corporate Governance Level 2 listing segment. Simple unsecured non-convertible debentures issued in two series on May 16, 2014, and maturing on May 15, 2019, and May 15, 2022, respectively.
Simple unsecured non-convertible debentures issued in two series on December 13, 2016 and maturing on December 13, 2019 and December 13, 2021, respectively. Simple unsecured non-convertible debentures issued in a single series on October 27, 2017 and maturing on October 27, 2022.
Newspapers used by the Company for legal disclosures	National section of "Valor Econômico" newspaper, and "Diário Oficial do Estado do Rio de Janeiro" newspaper.

SUMMARY

I.

Management Proposal to be submitted for approval of the Annual Shareholders' Meeting to be held on March 28, 2019, according to CVM Instruction 481/2009, as amended.

II. Documents Attached to the Management Proposal - Information required pursuant to Article 9 (item III and sole paragraph, items II and III), 10 (item I) and 12 of CVM Instruction 481/2009, as amended.

• 1. Item 10 of the Reference Form - Management's comments on the Company's financial condition.

• 2. Exhibit 9-1-ii of CVM Instruction 481/09 - Additional information regarding the proposed

• allocation of net income for the year ended December 31, 2018.

• 3. Article 9, sole paragraph, item III of CVM Instruction 481/09 - Opinion of the Audit and Risk Management Committee.

• 4. Items 12.05 to 12.10 of the Reference Form - Additional information regarding the proposed election of management members.

• 5. Item 13 of the Reference Form - Additional information on the proposed management compensation.

Sul América S.A.

National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) No.

29.978.814/0001-87

State Registration No. (NIRE) 3330003299-1

CVM Code: 02112-1

Publicly-Held Company with Authorized Capital

Management Proposal to be submitted for approval of the Annual Shareholders' Meeting to be held on March 28, 2019, according to CVM Instruction 481/09, as amended.

To the shareholders,

The management of Sul América S.A. (the "Company") hereby presents to its shareholders a proposal on the matters included in the Agenda of the Annual Shareholders' Meeting, which will be held on March 28, 2019, at 3 p.m., at the Company's principal place of business, at Rua Beatriz Larragoiti Lucas, No. 121, 6th floor, Cidade Nova district, Rio de Janeiro, State of Rio de Janeiro, according to the Call Notice disclosed by the Company on February 26, 2019:

(i) to take management's accounts and examine, discuss and vote on the Financial Statements for the year ended December 31, 2018.

The management of the Company proposes that the shareholders examine the managers' accounts and the financial statements for the year ended December 31, 2018, and, after careful consideration, approve said documents as approved by the Board of Directors during the meeting held on February 26, 2019 and published by the Company on February 27, 2019, in the Official Gazette ("Diário Oficial") of the State of Rio de Janeiro and the National section of "Valor Econômico" newspaper.

The aforementioned documents, as well as the independent auditors' report, the summary report issued by the Audit and Risk Management Committee, the standardized financial statements form, and the management's comments on the financial condition of the Company are available on the websites of the Company (ri.sulamerica.com.br), of the CVM (www.cvm.gov.br), and of B3(www.b3.com.br), pursuant to CVM Instruction 481/09, as amended.

(ii) to approve the allocation of income for the year ended December 31, 2018.

The management of the Company proposes an analysis of the allocation of income for the year ended December 31, 2018, as shown in the table below, and as approved by the Board of Directors at a meeting held on February 26, 2019 and provided for in the Management's Report.

Income for the year and proposed allocation:

2018

(in R$ thousands)

Net income for the year	904,960
(-) Establishment of legal reserve (5%)	45,248
Adjusted net income (Article 202, Laws 6404/76 and 10303/01)	859,712
Value per unit
Proposed dividends and Interest on Shareholders' Equity (25%)	R$ 0.55	214,928
Interest on Shareholders' Equity	160,000
(-) Income tax	23,432
(-) Interest on Shareholders' Equity imputed to mandatory dividends (net of	R$ 0,35	136,568
income tax)
Balance of dividend payable	R$ 0,20	78,360
Establishment of Reserve for business expansion¹	621,352

¹ - The calculation of the amount allocated to the statutory reserve for business expansion takes into account the gross amount of interest on shareholders' equity, totaling R$160 million.

Additional information about Management's proposed allocation of income, including comparisons with prior years, is available on the websites of the Company (ri.sulamerica.com.br), of the CVM(www.cvm.gov.br)and of the B3 (www.b3.com.br), pursuant to Article 9, paragraph 1, item II of CVM Instruction 481/09, as amended.

(iii) to establish the number of members of the Board of Directors for the 2019 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 2020.

(iv) to elect the members of the Board of Directors

The Company's management proposes election of the following Board of Directors' members for a term of office of 01 year, until the Annual Shareholders' Meeting of 2020:

Patrick Antonio Claude de Larragoiti Lucas	Chairman
Carlos Infante Santos de Castro	Board member
David Lorne Levy	Board member
Isabelle Rose Marie de Ségur Lamoignon	Board member
Jorge Hilário Gouvêa Vieira	Board member
Appointed by the minority
Michael Francis Bacon	Board member	shareholder Swiss Re Direct
Investments Company Ltd.

Pierre Claude Perrenoud	Board member
Renato Russo	Board member
Romeu Cortês Domingues	Board member
Walter Roberto de Oliveira Longo	Board member

The Company Management's proposal for 2019 indicates 06 Independent Directors: Messrs. David Lorne Levy, Michael Francis Bacon, Pierre Claude Perrenoud, Renato Russo, Romeu Cortês Domingues and Walter Roberto de

Oliveira Longo, as they meet the independence requirements of B3 Level 2 Listing Regulations. The number proposed corresponds to 60% of the total number of members of the Board of Directors, being therefore above the number provided for in the aforementioned regulations (which provides that at least 20% of the members of the Board of Directors must be Independent Directors).

We inform that the election of the Company's Board of Directors members will take place by simple voting for formation of a full slate of candidates for seats on the Board of Directors. Such slate should be submitted for approval of the shareholders, except if the adoption of a multiple vote process is required.

Multiple Vote: In the event that a multiple voting process is adopted, each common share is assigned as many votes as the number of positions to be filled in the Board of Directors, the shareholders being entitled to accumulate votes in one single candidate or to distribute them among different candidates. Adoption of the multiple voting process may be requested by shareholders representing a minimum of 5% of the Company's voting capital by no later than 48 hours prior to the holding of the Shareholders' Meeting, upon request in writing to the Company.

Separate vote: Pursuant to applicable legislation, election is assured, whether by simple or multiple voting, of a member, except for the controlling shareholder, by separate vote of the majority of holders of common shares representing a minimum of 15% of shares with voting rights, as well as the majority of holders of preferred shares representing a minimum of 10% in the Company's capital stock. In case the above requirements are not met, shareholders will be allowed to aggregate their shares and jointly elect one member for the Board of Directors, as long as they represent a minimum of 10% in the Company's capital stock.

The right to elect Board of Directors' members in a separate vote will only be allowed to shareholders who are able to evidence the continuing ownership of the equity interest required during the three months immediately prior to the Shareholders' Meeting.

Further information on the above candidates and their professional background is available on the websites of the Company(ri.sulamerica.com.br), of the CVM(www.cvm.gov.br)and of the B3(www.b3.com.br), according to Article 10 of CVM Instruction 481/09, as amended.

(v) to establish the compensation of management (Board of Directors and Executive Board)

The Company's management proposes a global and annual amount of up to R$6,600,000.00 as compensation for the Company management (Board of Directors and Executive Board) for the period from the Annual Shareholders'