Sul America : Minutes of the Annual General Meeting

SUL AMÉRICA S.A.

National Registry of Corporate Taxpayers (CNPJ/MF) 29.978.814/0001-87

Number of Corporate Registry Identification (NIRE) 3330003299-1

Brazilian Securities Comission (CVM) no. 02112-1

Publicly-Held Company with Authorized Share Capital

Minutes of the Annual General Meeting

held on March 28, 2019, drawn up in summary format.

Date, Time and Place: On March 28, 2019, at 3.00 p.m. at the Company's headquarters, located at Rua Beatriz Larragoiti Lucas 121, part, Cidade Nova, in the city and state of Rio de Janeiro.

Attendance: Shareholders representing 78% of the voting capital considering the remote ballot papers, according to the synoptic map published by the Company, which was read by the President of the Meeting and made available for consultation of the attending shareholders, in accordance to Article 21-W,paragraph four, of CVM Instruction 481/2009. Also present were: Gabriel Portella Fagundes Filho, Chief Executive Officer; Ricardo Bottas Dourado dos Santos, Vice President of Controls and Investor Relations; Renato Russo, coordinator of the Statutory Audit Committee; and Roberto Paulo Kenedi, representative of the independent auditors, Deloitte Touche Tohmatsu Auditores Independentes.

Agenda:

I.verify the management accounts, examine, discuss and vote on the financial statements

for the fiscal year ended on December 31, 2018;

II.approve the allocation of net income from the fiscal year ended on December 31, 2018;

III.establish the number of members of the Board of Directors for the 2019 term; IV. appoint the members of the Board of Directors; and

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

Publications: The financial statements, the management report and the independent auditors' report were published on February 27, 2019 in the Official Gazette of the State of Rio de Janeiro, part V, pp. 76 to 94, and in the newspaper Valor Econômico, national section, pp. B11 to B23.

Call: Call notice published in the newspaper Valor Econômico, national section, editions of February 27 and 28 and March 1, 2019, and in the Official Gazette of the State of Rio de Janeiro, editions of February 27 and 28 and March 7, 2019, in accordance with the provisions of Article 124 of Law 6,404/76.

Board: President of the Meeting: Patrick Antonio Claude de Larragoiti Lucas Secretary: Wanda Brandão

Resolutions: The following resolutions were taken by the shareholders present:

At the Annual General Meeting:

I.Approved by a majority of votes, with the abstentions of those legally prevented from voting on this subject, the management accounts and the financial statements, and the independent auditors report was examined, all documents relating to the fiscal year ended December 31, 2018.

II.Approved by a majority of votes the management's proposal for the net income of the fiscal year ended on December 31, 2018, in the amount of R$904,959,713.49, after compensation and other adjustments, be allocated as follows: (i) R$45,247,985.67 for the constitution of the Legal Reserve; (ii) R$621,351,460.79 for the constitution of the Reserve for Expansion of Social Business; (iii) R$214,927,931.95, corresponding to 25% of the adjusted annual net income, in accordance with Article 202 of Law 6,404/76, for distribution of mandatory minimum dividends which, less the amount of Interest on Shareholders' Equity, declared by the Board of Directors on December 21, 2018, in the net amount of R$136,567,664.93, results in the balance of R$78,360,267.02, to be paid from April 18, 2019, based on the shareholding positions on March 28, 2019, at the rate of R$0.0675094109443689 per common or preferred share not represented by units and R$0.2025282328331070 per unit. The Company's shares will therefore be traded on the Brazilian Securities, Commodities and Futures Exchange (B3) without rights to the dividends hereby declared from March 29, 2019 onwards.

III.Approved by a majority of votes that for the current term of office until the Annual General Meeting to be held in 2020, the Board of Directors should consist of ten (10) members.

IV. Elected by a majority of votes the following members to the Board of Directors, for a one-year term of office, ending on the date which the Annual General Meeting will be held in

2020: (i) reelect as Chairman Patrick Antonio Claude de Larragoiti Lucas, Brazilian citizen, married, business administrator, bearer of the identity document number 004.785.073-0 (DETRAN) and enrolled in the Individual Taxpayer Registration (CPF) under number 718.245.297-91, resident and domiciled in the city and state of São Paulo, with office at Rua dos Pinheiros 1673, part; (ii) reelect as Board Member Carlos Infante Santos de Castro, Brazilian citizen, stable union, engineer, bearer of the identity document number 22.007-D(CREA-RJ) and enrolled in the Individual Taxpayer Registration (CPF) under number 339.555.907-63, resident and domiciled in the city and state of Rio de Janeiro, with office at Rua Beatriz Larragoiti Lucas 121, 6th floor; (iii) reelect as Board Member David Lorne Levy, American citizen, married, medical doctor, bearer of passport number 566330667 issued by the United States of America, resident and domiciled at New York, with office at 10 Rockefeller Plaza, 4th Fl., New York, NY 10020, 10011; (iv) reelect as Board Member Isabelle Rose Marie de Ségur Lamoignon, Brazilian citizen, married, insurance professional, bearer of the identity document number 3.772.982-9(IFP-RJ) and enrolled in the Individual Taxpayer Registration (CPF) under number 029.102.447-50, resident and domiciled at 8 Route des Zirès, 3963, Crans Montana, Switzerland; (v) reelect as Board Member Jorge Hilário Gouvêa Vieira, Brazilian citizen, married, attorney, bearer of the identity document number 15.293 (OAB-RJ) and enrolled in the Individual Taxpayer Registration (CPF) under number 008.563.637-15, resident and domiciled in the city and state of Rio de Janeiro, with office at Avenida Rio Branco 85, 14th floor; (vi) elect as Board Member Michael Francis Bacon, American citizen, married, computer scientist, bearer of passport number 642452871 issued by the United States of America, resident and domiciled at New York, with office at 1301 Avenue of the Americas, New York 10019; (vii) reelect as Board Member Pierre Claude Perrenoud, Swiss citizen, married, business administrator, bearer of passport number X6106607 issued by the Swiss Federation and enrolled in the Individual Taxpayer Registration (CPF) under number 056.932.027-55, resident and domiciled at Residenza Al Parco, Via San Gottardo 8, CH-6600 - Muralto, Switzerland; (viii) reelect as Board Member Renato Russo, Italian citizen, married, executive, bearer of foreign identity document (RNE) number W364684-1 and and enrolled in the Individual Taxpayer Registration (CPF) under number 041.163.508-50, resident and domiciled in the city and state of São Paulo, with office at Rua dos Pinheiros 1673, part; (ix) elect as Board Member Romeu Cortês Domingues, Brazilian citizen, married, medical doctor, bearer of the identity document number 5247807-9 (CRM/RJ) and enrolled in the Individual Taxpayer Registration (CPF) under number 893.268.737-49, resident and domiciled in the city and state of São Paulo, with office at Rua Gilberto Sabino, 215, 2th floor, Pinheiros; and (x) reelect as Board Member Walter Roberto de Oliveira Longo, Brazilian citizen, widowed, administrator, bearer of the identity document number 4933524 (SSP/SP) and enrolled in the Individual Taxpayer Registration (CPF) under number 563.380.748-00, resident and domiciled in the

city of Barueri and state of São Paulo, with office at Alameda Tocantins 75, 11th floor, Alphaville.

The (re)elected members declared to be in good standing, pursuant to the Law, for the exercise of their respective positions, and submitted their respective declarations required by law, which were duly filed at the Company's headquarters.

Pursuant to items 5.3 e 5.3.3 of B3 Corporate Governance Level 2 Listing Rules, it is declared that Messrs. David Lorne Levy, Michael Francis Bacon, Pierre Claude Perrenoud, Renato Russo, Romeu Cortês Domingues and Walter Roberto de Oliveira Longo are independent Board Members.

V.Approved by a majority of votes the amount of up to R$6,600,000.00 for the overall annual compensation of the members of the Board of Directors and the Board of Executive Officers, which includes, pursuant to Article 152 of Law 6,404/76, all benefits and representation costs, and should be attributed to the respective members as set forth in the bylaws.

VI. It was registered the receipt of a request for the installation of the Fiscal Council, pursuant to Article 161, paragraph two, of Law 6,404/76, and CVM Instruction 324/00, by shareholders holding more than 2% of the common shares and 1% of the preferred shares of the Company. However, considering that candidates were not nominated for the Fiscal Council's seats by the attending shareholders, the Fiscal Council's non-installation for the 2019 fiscal year was unanimously approved.

Adjournment: There being no further business to address, the Chairman adjourned the meeting and these minutes were drawn up in the Company's records in summary format, pursuant to Article 130, Paragraph 1 of Law 6,404/76, and signed by the Board and the attending shareholders. The publication of these minutes will occur as authorized by the shareholders' meeting, pursuant to Article 130, Paragraph 2 of Law 6,404/76.

Rio de Janeiro, March 28, 2019.

Signatures: Patrick Antonio Claude de Larragoiti Lucas, President of the meeting; Wanda

Brandão, Secretary of the meeting; Shareholders: Sulasapar Participações S.A., by its proxy Fernanda Bezerra, attorney-at-law; Swiss Re Direct Investments Company Ltd, by its proxy Eren Ali Gunusen, procurador; Patrick Antonio Claude de Larragoiti Lucas; Gabriel Portella Fagundes Filho; Ricardo Bottas Dourado dos Santos; Carlos Infante Santos Castro, by its

proxy Fernanda Bezerra, attorney-at-law; Laenio Pereira dos Santos; Louis Antoine de Sègur de Charbonnieres, Isabelle Rose Marie de Ségur Lamoignon, by its proxy Fernanda Bezerra, attorney-at-law; Christiane Claude de Larragoiti Lucas, by its proxy Fernanda Bezerra, attorney-at-law; Chantal de Larragoiti Lucas, by its proxy Fernanda Bezerra, attorney-at-law; Sophie Marie Antoinette de Sègur, by its proxy Fernanda Bezerra, attorney-at-law; Selma Taylor; Joaquim de Mello Magalhaes Junior; CARNEGGIE LLC; CORNELL UNIVERSITY; ASCENSION HEALTH MASTER PENSION TRUST; LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD; ADVISORS INNER CIRCLE FUND-ACADIAN E.M.PORTF; BLACKROCK INSTITUTIONAL TRUST COMPANY NA; CITIGROUP PENSION PLAN; DIMENSIONAL EMERGING MKTS VALUE FUND; EWING MARION KAUFFMAN FOUNDATION; GMO M R FD(ONSH) A S O GMO M PORTIFOLIOS (ONSHORE), L.P.; IBM 401 (K) PLUS PLAN; IRISH LIFE ASSURANCE PLC; MANAGED PENSION FUNDS LIMITED; MARYLAND STATE RETIREMENT AND PENSION SYSTEM; BLACKROCK GLOBAL FUNDS; PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEX; PUBLIC EMPLOYES RET SYSTEM OF MISSISSIPPI; STATE ST GL ADV TRUST COMPANY INV FF TAX EX RET PLANS; STICHTING PHILIPS PENSIOENFONDS; TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHERS RETIREMENT ALLOWANCES; THE DFA INV T CO ON BEH ITS S THE EM SLL CAPS; CONSULTING GROUP CAPITAL MKTS FUNDS EMER MARKETS EQUITY FUND; THE MONETARY AUTHORITY OF SINGAPORE; UNITED TECHNOLOGIES CORP. MASTER RET. TRUST; VANGUARD INVESTMENT SERIES PLC; ACADIAN EMEMRGING MARKETS EQUITY FUND; FINACAP MAURUTSSTAD FIA; STATE OF NEW JERSEY COMMON PENSION FUND D; PINEBRIDGE LATIN AMERICA FUND; SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND; BRITISH AIRWAYS PEN TRUSTEES LTD-MAIN A/C; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC; INVESCO GLOBAL AGRICULTURE ETF; LOUSIANA STATE EMPLOYEES RETIR SYSTEM; NATIONAL ELEVATOR INDUSTRY PENSION PLAN; REGIME DE RENTES DU MOUVEMENT DESJARDINS; IN BK FOR REC AND DEV,AS TR FT ST RET PLAN AND TR/RSBP AN TR; STATE OF MINNESOTA STATE EMPLOYEES RET PLAN; THE PENSION RESERVES INVESTMENT MANAG.BOARD; PACE INT EMERG MARK EQUITY INVESTMENTS; WASHINGTON STATE INVESTMENT BOARD; I.A.M. NATIONAL PENSION FUND; NEW ZEALAND SUPERANNUATION FUND; STICHTING PENSIOENFONDS VAN DE ABN AMRO BK NV; BRITISH AIRWAYS PENSION TRUSTEES LTD. (MPF A/C); 1199 HEALTH CARE EMPLOYEES PENSION FUND; FORD MOTOR CO DEFINED BENEF MASTER TRUST; FORD MOTOR COMPANY OF CANADA, L PENSION TRUST; INTERNATIONAL MONETARY FUND; LOCKHEED MARTIN CORP MASTER RETIREMENT TRUST; MUNICIPAL E ANNUITY A B FUND OF CHICAGO; SAN ANTONIO FIRE POLICE PENSION FUND; TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS; 3M EMPLOYEE RETIREMENT INCOME PLAN TRUST; NAV CANADA PENSION PLAN; THE BOARD OF.A.C.E.R.S.LOS ANGELES,CALIFORNIA; ILLINOIS MUNICIPAL RETIREMENT FUND; THE PFIZER MASTER TRUST; ACADIAN ALL COUNTRY WORLD EX US FUND; CHEVRON