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 Shareholders' Meeting
held on July 29, 2020, drawn up in summary format.
Date, Time and Place: On July 29, 2020, at 2.00 p.m. at the Company's headquarters, located at Rua Beatriz Larragoiti Lucas 121, Cidade Nova, in the city and state of Rio de Janeiro.
Call: Call notice published in the newspaper Valor Econômico, national section, and in the Official Gazette of the State of Rio de Janeiro, editions of June 30 and July 01 and 02, 2020, in accordance with the provisions of Article 124 of Law 6,404/76.
Attendance: Shareholders representing 67,3% 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: Patrick Larragoiti Lucas, chairman of the Board of Directors; 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.
Publications: The financial statements, the management report and the independent auditors' report were published on February 21, 2020 in the Official Gazette of the State of Rio de Janeiro, part V, pp. 44 to 63, and in the newspaper Valor Econômico, national section, pp. A29 to A42.
Board: President of the Meeting: Patrick de Larragoiti Lucas
Secretary: Wanda Brandão
Agenda:
- to take the management accounts, examine, discuss and vote on the financial
statements for the fiscal year ended on December 31, 2019;
- to approve the allocation of income from the fiscal year ended on December 31, 2019;
- to establish the number of members of the Board of Directors for the 2020 term of office;
IV. to elect the members of the Board of Directors; and
- to establish the management compensation (Board of Directors and Executive Officers).
Resolutions: The following resolutions were taken by the shareholders present:
- Approved, unanimously, with the registration of due abstentions, including 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, 2019.
- Approved, by a majority of votes, the management's proposal for the net income of 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: (i) R$59,125,919.50 for the constitution of the Legal Reserve; (ii) R$822,307,801.01 for the constitution of the Reserve for Expansion of Social Business; (iii) R$280,848,117.62, 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 September 19, 2019 and December 13, 2019, in the net amount of R$149,763,448.15, results in the balance of R$131,084,669.47, to be paid from August 10, 2020, based on the shareholding positions on July 29, 2020, at the rate of R$0.112634684525650 per common or preferred share not represented by units and R$0.337904053576950 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 July 30, 2020 onwards.
- Approved, by a majority of votes, that for the current term of office until the Annual Shareholders' Meeting to be held in 2021, the Board of Directors should consist of ten (10) members.
IV. Reelected by a majority of votes the following members to the Board of Directors, for a term of office, ending on the date which the Annual Shareholders' Meeting will be held in 2021: (i) 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; (ii) 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, Ala Sul; (iii) as Board Member Cátia Yuassa Tokoro, Brazilian citizen, married, engineer, bearer of the identity document number 051727352 (IFP/RJ), enrolled in the Individual Taxpayer Registration (CPF) under number 011.800.477-88, resident and domiciled in the city and state of Rio de Janeiro, with office at Rua Beatriz Larragoiti Lucas 121, Ala Sul; (iv) 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; (v) 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; (vi) 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; (vii) 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) 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; (ix) 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
- 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 reelected 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. Cátia Yuassa Tokoro, David Lorne Levy, Pierre Claude Perrenoud, Renato Russo, Romeu Cortês Domingues and Walter Roberto de Oliveira Longo are independent Board Members.
- 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 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, the Fiscal Council's non-installation for the 2020 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, July 29, 2020.
Signatures: Patrick 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; Patrick Antonio Claude de Larragoiti Lucas; Ricardo Bottas Dourado dos Santos; Louis Antoine de Sègur de Charbonnieres, by its proxy Fernanda Bezerra, attorney- at-law; 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; Joaquim de Mello Magalhaes Junior, by its proxy Fernanda Bezerra, attorney-at-law; Selma Taylor, by its proxy Fernanda Bezerra, attorney-at-law; CARNEGGIE LLC; CITY OF FRESNO RETIREMENT SYSTEM; LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD; BLACKROCK INSTITUTIONAL TRUST COMPANY NA; CIBC EMERGING MARKETS INDEX FUND; DIMENSIONAL EMERGING MKTS VALUE FUND; IBM 401 (K) PLUS PLAN; IRISH LIFE ASSURANCE PLC; MANAGED PENSION FUNDS LIMITED; NORGES BANK; OBLATE INTL PASTORAL INVESTIMENT TRUST; PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEX; STATE ST GL ADV TRUST COMPANY INV FF TAX EX RET PLANS; STICHTING PHILIPS PENSIOENFONDS; TEACHER RETIREMENT SYSTEM OF TEXAS; THE BARINGS E. M. U. FUND, SUB-FUND, THE BARINGS L. A. FUND; THE DFA INV T CO ON BEH ITS S THE EM SLL CAPS; CONSULTING GROUP CAPITAL MKTS FUNDS EMER MARKETS EQUITY FUND; THE EMERGING M.S. OF THE DFA I.T.CO.; THE MONETARY AUTHORITY OF SINGAPORE; VANGUARD INVESTMENT SERIES PLC; STATE OF NEW JERSEY COMMON PENSION FUND D; SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST
FUND; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC; LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED; PANAGORA GROUP TRUST; ABERDEEN INV FUNDS ICVC III - ABERDEEN GLOBAL EMERG M Q E FD; STATE OF ALASKA RETIREMENT AND BENEFITS PLANS; STATE OF MINNESOTA STATE EMPLOYEES RET PLAN; THE FIRST CHURCH OF CHRIST SCIENT B MASS; WASHINGTON STATE INVESTMENT BOARD; LOS ANGELES COUNTY EMPLOYEES RET ASSOCIATION; INVESTEC GLOBAL STRATEGY FUND; NEW ZEALAND SUPERANNUATION FUND; 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; BP PENSION FUND; SAUDI ARABIAN MONETARY AUTHORITY; THE BOARD OF.A.C.E.R.S.LOS ANGELES,CALIFORNIA; THE PFIZER MASTER TRUST; CHEVRON MASTER PENSION TRUST; JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST; NTGI QUANTITATIVE MANAGEMENT COLLEC FUNDS TRUST; THE REGENTS OF THE UNIVERSITY OF CALIFORNIA; EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU; ALASKA PERMANENT FUND; CITY OF NEW YORK GROUP TRUST; THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO; THE BANK OF NEW YORK A T F B I P P TRUST; OPSEU PENSION PLAN TRUST FUND; THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND; ISHARES PUBLIC LIMITED COMPANY; NTGI QM COMMON DAILY ALL COUNT WORLD EXUS EQU INDEX FD LEND; STANLIB FUNDS LIMITED; GOVERNMENT EMPLOYEES SUPERANNUATION BOARD; NORTHERN EMERGING MARKETS EQUITY INDEX FUND; KAISER FOUNDATION HOSPITALS; DGIA EMERGING MARKETS EQUITY FUND L.P.; THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN; COMMONWEALTH BANK GROUP SUPER; ISHARES MSCI BRAZIL ETF; ISHARES II PUBLIC LIMITED COMPANY; CHANG HWA COM BK LTD IN ITS CAP AS M CUST OF P LAT A EQ FD; SUNSUPER SUPERANNUATION FUND; SPDR MSCI ACWI EX-US ETF; SPDR SP EMERGING MARKETS ETF; NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST; MONTANA BOARD OF INVESTMENTS; NEW YORK STATE TEACHERS RETIREMENT SYSTEM; PIMCO FUNDS GLOBAL INVESTORS SERIES PLC; STATE STREET EMERGING MARKETS E N-L C TRUST FUND; FUTURE FUND BOARD OF GUARDIANS; NORTHERN TRUST INVESTIMENT FUNDS PLC; BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION; ISHARES MSCI BRIC ETF; PEOPLE S BANK OF CHINA; PUBLIC SECTOR PENSION INVESTMENT BOARD; COLLEGE RETIREMENT EQUITIES FUND; CASEY FAMILY PROGRAM; FAMA MASTER FUNDO DE INVESTIMENTO DE ACOES; LEGAL GENERAL INTERNATIONAL INDEX TRUST; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF; FEBE VALOR FUNDO DE INVESTIMENTO EM ACOES; ISHARES III PUBLIC LIMITED COMPANY; NTGI-QM COMMON DAC WORLD EX-US INVESTABLE MIF - LENDING; OPPORTUNITY LOGICA MASTER FIA; PICTET - EMERGING MARKETS INDEX; TRUST CUSTODY SERVICES BANK, LTD. RE: DIAM BRICS EQUITY MF; TRUST CUSTODY SERVICES BANK, LTD. RE: EMERGING E P M F; BELLSOUTH CORPORATION RFA VEBA TRUST; RESOLUTE FOREIGN EQUITY MASTER TRUST FUND; PICTET CH INSTITUCIONAL-EMERGING MARKETS TRACKER; FGP DEVELOPING MARKETS POOLED FUND; FGP PRIVATE EMERGING
MARKETS EQUITY FUND; STICHTING PGGM DEPOSITARY; ARIZONA PSPRS TRUST; KAISER PERMANENTE GROUP TRUST; FIDELITY SALEM STREET TRUST: FIDELITY SERIES G EX US I FD; STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SS EE ME FD; ISHARES MSCI EMERGING MARKETS ETF; BMO MSCI EMERGING MARKETS INDEX ETF; NTGI-QM COMMON DAILY EMERGING MARKETS EQUITY I F- NON L; TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F; LEGAL GENERAL GLOBAL EMERGING MARKETS INDEX FUND; HSBC EMERGING MARKETS POOLED FUND; MG EPISODE INCOME FUND A SUB FUND OF MG INVEST FUNDS (11); SSGA MSCI ACWI EX-USA INDEX NON-LENDING DAILY TRUST; BERESFORD FUNDS PUBLIC LIMITED COMPANY; JAPAN TRUSTEE SER BK, LTD. STB LM BR HIGH DIVIDEND E M FUND; FIRST TRUST BRAZIL ALPHADEX FUND; FIRST TRUST LATIN AMERICA ALPHADEX FUND; SSGA SPDR ETFS EUROPE I PLC; STICHTING PENSIOENFONDS ING; EUROPEAN CENTRAL BANK; RETAIL EMPLOYEES S PTY. LIMITED; TEXAS MUNICIPAL RETIREMENT SYSTEM; VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER INDEKS I; TOTAL INTERNATIONAL EX U.S. I MASTER PORT OF MASTER INV PORT; JAPAN TRUSTEE SERVICES B, LTD. RE: RB EM SMALL-MID CAP EQ FD; COLUMBIA ACORN INTERNATIONAL; WANGER INTERNATIONAL; ISHARES MSCI ACWI EX U.S. ETF; ISHARES MSCI ACWI ETF; NAT WEST BK PLC AS TR OF ST JAMES PL GL EQUITY UNIT TRUST; JNL/MELLON EMERGING MARKETS INDEX FUND; FIDELITY SALEM STREET T: FIDELITY E M INDEX FUND; FIDELITY SALEM STREET T: FIDELITY G EX U.S INDEX FUND; VANGUARD FUNDS PUBLIC LIMITED COMPANY; BAPTIST HEALTH SOUTH FLORIDA, INC.; MERCER QIF FUND PLC; K INVESTMENTS SH LIMITED; CITY OF PHILADELPHIA PUB EMPLOYEES RET SYSTEM; ONEPATH GLOBAL EMERGING MARKETS SHARES(UNHEDGED) INDEX POOL; ASCENSION ALPHA FUND, LLC; JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND; PICTET - EMERGING MARKETS SUSTAINABLE EQUITIES; DOW RETIREMENT GROUP TRUST; RETIREMENT INCOME PLAN OF SAUDI ARABIAN OIL COMPANY; UTD NAT RELIEF AND WORKS AG FOR PAL REFUGEE IN THE NEAR EAST; NFS LIMITED; WELLS FARGO BK D OF T ESTABLISHING INV F FOR E BENEFIT TR; FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC A E M FUND; FLEXSHARES MORNINGSTAR EMERGING MARKETS FACTOR TILT INDEX F; ISHARES CORE MSCI EMERGING MARKETS ETF; ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF; STATE STREET GLOBAL A LUX SICAV - SS EM SRI ENHANCED E F; BLACKROCK GLOBAL INDEX FUNDS; GENERAL PENSION AND SOCIAL SECURITY AUTHORITY; CONNECTICUT GENERAL LIFE INSURANCE COMPANY; EXELON GENERATION COMP, LLC TAX QUALIFIED NUCLEAR DECOMM PAR; WISDOMTREE EMERG MKTS QUALITY DIV GROWTH FUND; CELOS CLARITAS VALOR FUNDO DE INVESTIMENTO DE ACOES; AMERGEN CLINTON NUCLEAR POWER PLANT NONQUALIFIED FUND; THREE MILE ISLAND UNIT ONE QUALIFIED FUND; THREADNEEDLE INVESTMENT FUNDS ICVC; STATE STREET IRELAND UNIT TRUST; DIVERSIFIED MARKETS (2010) POOLED FUND TRUST; KP INTERNATIONAL EQUITY FUND; DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF; TEACHERS RETIREMENT SYSTEM OF THE CITY OF NEW YORK; HOSKING GLOBAL FUND PLC; VFMC INTERNATIONAL EQUITY TRUST 1; THE MASTER TRUST BANK OF JAPAN, LTD. AS T OF MUTB400021492; FIDELITY INVESTMENT FUNDS FIDELITY INDEX EMERG MARKETS FUND;
THE MASTER TRUST BANK OF JAPAN, LTD. AS TR FOR MUTB400045792; NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD I (ACWI) E-UF-L; NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LEND; THE MASTER TRUST BANK OF JAPAN, LTD. TRUSTEE MUTB400045794; ST STR MSCI ACWI EX USA IMI SCREENED NON-LENDING COMM TR FD; ICON EMERGING MARKETS FUND; SPDR MSCI EMERGING MARKETS STRATEGICFACTORS ETF; AQR FUNDS - AQR EMERGING MULTI-STYLE FUND; THE MASTER TRUST BANK OF JAP., LTD. AS TR. FOR MTBJ40004582; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB4000; JPMORGAN DIVERSIFIED RETURN EMERGING MARKETS EQUITY ETF; BLACKROCK A. M. S. AG ON B. OF I. E. M. E. I. F. (CH); RYDER COURT EMERGING MARKTES SMALL CAP FUND (DST); STATE STREET GLOBAL ALL CAP EQUITY EX-US INDEX PORTFOLIO; LEGAL GENERAL GLOBAL EQUITY INDEX FUND; INTERNATIONAL EXPATRIATE BENEFIT MASTER TRUST; WISDOMTREE EMERGING MARKETS EX-STATE-OWNED ENTERPRISES FUND; JOHCM EMERGING MARKETS SMALL MID CAP EQUITY FUND; VFMC INTERNATIONAL EQUITY TRUST 2; AQR FUNDS - AQR TM EMERGING MULTI-STYLE FUND; LATTICE EMERGING MARKETS STRATEGY ETF; BMO MSCI ALL COUNTRY WORLD HIGH QUALITY INDEX ETF; LEGAL GENERAL COLLECTIVE INVESTMENT TRUST; ISHARES EDGE MSCI MULTIFACTOR EMERGING MARKETS ETF; ISHARES EDGE MSCI MULTIFACTOR GLOBAL ETF; ROCHE U.S. RETIREMENT PLANS MASTER TRUST; HOSKING PARTNERS COLLECTIVE INVESTMENT TRUST; STATE STREET GLOBAL ADVISORS LUX SICAV
- S S G E M I E FUND; STATE STREET EMERGING MARKETS EQUITY INDEX FUND; THE MASTER TRUST BANK OF JAPAN, LTD. AS T OF MUTB400021536; THE BOARD OF THE PENSION PROTECTION FUND; GUIDEMARK EMERGING MARKETS FUND; FUNDAMENTAL LOW V I E M EQUITY; NORTHERN TRUST UCITS FGR FUND; FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING M I FUND; STATE STREET ICAV; WISDOMTREE EMERGING MARKETS ESG FUND; T. ROWE PRICE QM GLOBAL EQUITY FUND; ACADIAN COLLECTIVE INVESTMENT TRUST; FIDELITY SALEM STREET T: FIDELITY TOTAL INTE INDEX FUND; ISHARES IV PUBLIC LIMITED COMPANY; LEGAL GENERAL ICAV; VANGUARD INV FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX F; MINISTRY OF ECONOMY AND FINANCE; JOHN HANCOCK FUNDS II INTERNATIONAL STRATEGIC EQUITY ALLOCAT; T C S B LTD. AS TRUSTEE FOR WORLD LOW V S-M E F; INVESTORS WHOLESALE EMERGING MARKETS EQUITIES TRUST; FIDELITY SALEM STREET TRUST: FIDELITY FLEX INTERNATIONAL IND; NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD INDEX (ACWI) DIV; CI WISDOMTREE E. M. DIVIDEND INDEX ETF; MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED DEFENSIVE FU; MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED FUND; WELLS FARGO FACTOR ENHANCED EMERGING MARKETS PORTFOLIO; ISHARES MSCI EMERGING MARKETS EX CHINA ETF; PIMCO EQUITY SERIES: PIMCO RAFI DYNAMIC MULTI-FACTOR EMERGIN; SPARTAN GROUP TRUST FOR EMPLYEE BENEFIT PLANS: SPARTAN EMERG; BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND; BLACKROCK MSCI EMERGING MARKETS DIVERSIFIED MULTI-FACTOR FUN; EMERGING MARKETS EQUITY ESG SCREENED FUND B; EMERGING MARKETS EQUITY INDEX MASTER FUND; EMERGING MARKETS EQUITY INDEX ESG SCREENED FUND B; EMERGING MARKETS INDEX NON-LENDABLE FUND;
EMERGING MARKETS INDEX NON-LENDABLE FUND B; FTSE RAFI EMERGING INDEX NON- LENDABLE FUND; DESJARDINS EMERGING MARKETS MULTIFACTOR - CONTROLLED VOLATIL; HOSKING PARTNERS EQUITY FUND LLC; STATE STREET R. F. E. M. I. NON-LENDING COMMON T. FUND; NEW SOUTH WALLES TR CORP AS TR FOR THE TC EMER MKT SHAR FUND; HOSKING PARTNERS GLOBAL EQUITY TRUST; OPPORTUNITY ACOES FIA BDR NIVEL I IE; LEGAL GENERAL SCIENTIFIC BETA EMERGING MARKETS FUND, LLC; INVESCO PUREBETASM FTSE EMERGING MARKETS ETF; FRANKLIN LIBERTYSHARES ICAV; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRU FO MTBJ400045849; VICTORYSHARES USAA MSCI E. M. VALUE M. ETF; FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE BRAZI; NATIONAL PENSION INSURANCE FUND; LEGAL GEN FUTURE WRD CLIMATE CHANGE EQTY FACTORS IND FUND; VANGUARD EMERGING MARKETS STOCK INDEX FUND; ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND; FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISE; VARIABLE INSURANCE PRODUCTS FUND II: INTERNATIONAL; SUNAMERICA SERIES TRUST SA EMERGING MARKETS EQUITY; MSCI ACWI EX-U.S. IMI INDEX FUND B2; LAERERNES PENSION FORSIKRINGSAKTIESELSKAB; FIDELITY CONCORD STREET TRUST: FIDELITY ZERO INT. INDEX FUND; VANGUARD ESG INTERNATIONAL; ISHARES (DE) I INVESTMENTAKTIENGESELLSCHAFT MIT TG; GOVERNMENT INSTITUTIONS PENSION FUND; FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE LATIN; ROBECO CAPITAL GROWTH FUNDS; ABERDEEN MANAGED DISTRIBUTION FUND; LVIP SSGA EMERGING MARKETS EQUITY INDEX FUND; ARROWSTREET EAFE ALPHA EXTENSION TRUST FUND; AVIVA I INVESTMENT FUNDS ICVC - AVIVA I INTERNATIONAL I T F; DESJARDINS RI EMERGING MARKETS MULTIFACTOR - LOW C; DESJARDINS RI GLOBAL MULTIFACTOR - FOSSIL FUEL RES; VANGUARD FIDUCIARY TRT COMPANY INSTIT T INTL STK MKT INDEX T; THREADNEEDLE INVESTMENT FUNDS ICVC - LATIN AMERICA; BLACKROCK MSCI ACWI EX USA DIVERSIFIED FACTOR MIX FUND; ARROWSTREET ACWI EX US ALPHA ESTENSION TRUST FUND; BRIGHTHOUSE FUNDS TRUST I-SSGA EMERGING MARKETS EN; MERCER UCITS COMMON CONTRACTUAL FUND; ABERDEEN INVESTMENT FUNDS UK ICVC II - ABERDEEN EM; ALQUITY SICAV - ALQUITY LATIN AMERICA FUND; LGT SELECT FUNDS - LGT SELECT EQUITY EMERGING MARKETS; RBC QUANT EMERGING MARKETS EQUITY LEADERS ETF; ARROWSTREET ACWI ALPHA EXTENSION FUND V (CAYMAN) L; MERCER PRIVATE WEALTH INTERNATIONAL FOCUSED EQUITY POOL; AMERICAN CENTURY ETF TRUST - AVANTIS EMERGING MARK; MORGAN STANLEY INVESTMENT FUNDS MULTI-ASSET RISK CONTROL FUN; AMERICAN CENTURY ETF TRUST - AVANTIS EMERGING MARK; LEGAL GENERAL CCF; VANGUARD INVESTMENT SERIES PLC / VANGUARD ESG EMER; ALLIANZ GL INVESTORS GMBH ON BEHALF OF ALLIANZGI-FONDS DSPT; AVIVA INVESTORS; AVIVA LIFE PENSIONS UK LIMITED; BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD; ISHARES EMERGING MARKETS IMI EQUITY INDEX FUND; BUREAU OF LABOR FUNDS - LABOR INSURANCE FUND; FIDELITY INVESTMENTS MONEY MANAGEMENT INC; FORSTA AP- FONDEN; JPMORGAN BRAZIL INVESTMENT TRUST PLC; JPMORGAN FUNDS LATIN AMERICA EQUITY FUND; JPMORGAN FUNDS; MINEWORKERS PENSION SCHEME; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; MOMENTUM INVESTMENT FUNDS SICAV-SIF; SBC MASTER
PENSION TRUST; STATE OF NEW MEXICO STATE INV. COUNCIL; STATE OF WYOMING; STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL; STICHING PENSIOENFONDS VOOR HUISARTSEN; THE CHURCH COMMISSIONERS FOR ENGLAND; VANGUARD EMERGING MARKETS SHARE INDEX FUND and VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F, by distance voting ballot. STICHTING JURIDISCH EIGENAAR ACTIAM BELEGGINGSFONDSEN e THE NEW ZEALAND GUARDIAN TRUST COMPANY LIMITED IN ITS CAPACITY AS TRUSTEE OF THE BNZ WHOLESALE INTERNATIONAL EQUITIES (INDEX) FUND by its proxy Isabella Seixas Correa, attorney-at- law.
This is a free English translation of the original minutes drawn up in the Company's records in Portuguese.
Patrick de Larragoiti Lucas
Chairman of the Meeting
Identity document no. 004.785.073-0 (DETRAN)
Individual Taxpayer Registration (CPF) no. 718.245.297-91
SUL AMÉRICA S.A.
National Registry of Corporate Taxpayers (CNPJ/MF) 29.978.814/0001-87
Number of Corporate Registry Identification (NIRE) 3330003299-1
Publicly-Held Company with Authorized Share Capital
FINAL SYNOPTIC MAP OF REMOTE BALLOT PAPERS
Annual General Meetings - July 29, 2020
Number of shares | |||||||
RESOLUTIONS - AGM | Type of shares | Approve | Reject | Abstain | |||
(Yes) | (No) | ||||||
1 - To verify management's accounts, examine, | Common | ||||||
discuss and vote on the Financial Statements for | 362.778.786 | - | 31.749.767 | ||||
shares | |||||||
the year ended December 31, 2019. | |||||||
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: | |||||||
(i) R$59,125,919.50 for the constitution of the | |||||||
Legal Reserve; | Common | ||||||
(ii) R$822,307,801.01 for the constitution of the | 393.577.476 | 246.607 | 704.470 | ||||
shares | |||||||
Reserve for Expansion of Social Business; and | |||||||
(iii) 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. | |||||||
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 | Common | 393.643.817 | 180.266 | 704.470 | |||
shares | |||||||
Board of Directors comprise 10 members for a | |||||||
term of office to be effective until the Annual | |||||||
Shareholders' Meeting of 2021. | |||||||
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? | |||||||
Common | 2.300.938 | 19.316.228 | 54.524.930 | ||||
*Note: this deliberation is not a part of the | shares | ||||||
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. | |||||||
5 - Indication of all the names that make up the | Common | 390.463.631 | 549.010 | 3.515.912 | |||
slate. | shares | ||||||
Number of shares | ||||
RESOLUTIONS - AGM | Type of shares | Approve | Reject | Abstain |
(Yes) | (No) | |||
6 - If one of the candidates that make up the | ||||
slate leaves it, can the votes of your shares | Common | 12.600.294 | 62.397.566 | 1.144.236 |
continue to be counted in favor of the same slate | shares | |||
previously chosen? | ||||
7 - In case of election by multiple voting process, | ||||
should the votes corresponding to your shares be | Common | |||
distributed in equal percentages among the | 16.478.326 | 3.437 | 59.660.333 | |
shares | ||||
candidates that make up the slate you have | ||||
chosen? | ||||
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 | 1.796.504 | |||
LUCAS 10% | ||||
CARLOS INFANTE SANTOS DE CASTRO 10% | 1.796.539 | |||
CÁTIA YUASSA TOKORO 10% | 1.796.608 | |||
DAVID LORNE LEVY 10% | Common | 1.796.676 | ||
ISABELLE ROSE MARIE DE SÉGUR LAMOIGNON | - | - | ||
shares | 1.796.711 | |||
10% | ||||
JORGE HILÁRIO GOUVÊA VIEIRA 10% | 1.796.333 | |||
PIERRE CLAUDE PERRENOUD 10% | 1.796.745 | |||
RENATO RUSSO 10% | 1.796.814 | |||
ROMEU CORTÊS DOMINGUES 10% | 1.796.883 | |||
WALTER ROBERTO DE OLIVEIRA LONGO 10% | 1.796.951 | |||
9 - Do you want to request the separate election | Common | |||
of a member of the Board of Directors, pursuant | 652.877 | 21.220.088 | 54.269.131 | |
shares | ||||
to article 141, fourth paragraph, items 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 | Preferred | |||
he/she votes during the 3 months immediately | 1.305.754 | 42.440.176 | 108.538.262 | |
shares | ||||
prior to the Annual Shareholders Meeting) | ||||
10 - Indication of candidates for the board of | ||||
directors by minority shareholders holding shares | ||||
with voting rights. (the shareholder should only | Common | |||
complete this field if he/she is the uninterrupted | 15.263.035 | 2.953.819 | 57.925.242 | |
shares | ||||
holder of the shares with which he/she votes | ||||
during the 3 months immediately prior to the | ||||
Annual Shareholders Meeting) | ||||
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 | Common | |||
Law No. 6,404 of 1976, should your votes be | 54.549.995 | 6.923.538 | 14.668.563 | |
shares | ||||
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? | ||||
Number of shares | |||||||
RESOLUTIONS - AGM | Type of shares | Approve | Reject | Abstain | |||
(Yes) | (No) | ||||||
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 | Preferred | 30.764.870 | 7.176.238 | 114.343.084 | |||
if he/she is the uninterrupted holder of the | shares | ||||||
shares with which he/she votes during the 3 | |||||||
months immediately prior to the Annual | |||||||
Shareholders Meeting) | |||||||
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 | Preferred | |||
Article 141 of Law | No. | 6,404 | of 1976, should | 109.099.990 | 13.847.076 | 29.337.126 | |
shares | |||||||
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? | |||||||
14 - To establish the management compensation | |||||||
(Board of Directors and Board of Executive | |||||||
Officers). | |||||||
- The Company's management proposes that the | Common | 348.000.086 | 43.955.197 | 2.573.270 | |||
global and annual amount for the compensation | shares | ||||||
of its management (Board of Directors and | |||||||
Executive Officers) be maintained at up to R$6,6 | |||||||
million, as approved by the Annual Shareholders' | |||||||
Meeting held in 2019. | |||||||
15. Do you want to request the installation of the | Common | ||||||
Fiscal Council, according | to Article 161 of Law | 59.712.572 | 1.876.969 | 14.552.555 | |||
No. 6,404 of 1976? | shares | ||||||
*Note: this deliberation does is not a part of the | |||||||
matters of the Agenda of the Annual | |||||||
Shareholders' Meeting, and it has been inserted | Preferred | 119.425.144 | 3.753.938 | 29.105.110 | |||
in compliance with the provisions of Article 21-k, | |||||||
shares | |||||||
Sole Paragraph, of the CVM Instruction 481/09. | |||||||
Rio de Janeiro, 29 de julho de 2020.
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Sul América SA published this content on 29 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2020 21:30:02 UTC