SUL AMÉRICA S.A.

Corporate Tax-payers' registry Nº 29.978.814/0001-87

NIRE 3330003299-1

Publicly held Company with authorized capital

Minutes of the meeting of the Board of Directors held on February 24, 2021.

On February 24, 2021, at 4:00 p.m. the Board of Directors of Sul América held a meeting by videoconference, with the attendance of the totality of its members, pursuant to notice duly given to each member, to deliberate on the following agenda:

- Call notice of the Company's Annual and Extraordinary Shareholders' Meeting to be held on March 29, 2021 at 3:00 p.m., in order to deliberate on the following agenda:

At the Annual General Meeting:

I.

to take the management accounts, examine, discuss and vote on the financial statements for the fiscal year ended December 31, 2020;

  • II. to approve the allocation of income for the fiscal year ended December 31, 2020;

  • III. to establish the number of members of the Board of Directors for the 2021 term of office;

  • IV. to elect the members of the Board of Directors; and

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

At the Extraordinary General Meeting:

I. to approve the increase of the Company's capital stock, in the amount of

R$1,000,000,000.00, through the capitalization of part of the balance of the Statutory Reserve, with new shares attributed to its shareholders as bonus;

  • II. to approve the amendment to the following articles of the Company's bylaws: (a) Article 5, to reflect the latest capital stock increases; (b) Article 14, to amend the competences of the Board of Directors; and (c) Article 21, to adjust the forms of legal representation of the Company; and

  • III. to approve the consolidation of the Company's bylaws, as per item II above.

The attending Board Members unanimously approved the matter. There being no further matter to discuss, the meeting was adjourned, and these minutes were drawn up, read, approved and signed by all.

São Paulo, February 24, 2021.

Signatures: Patrick de Larragoiti Lucas, Chairman; Carlos Infante Santos de Castro, Cátia Yuassa Tokoro, Isabelle Rose Marie de Ségur Lamoignon, Jorge Hilário Gouvêa Vieira,Pierre Claude Perrenoud, Renato Russo and Walter Roberto de Oliveira Longo, Board members.

This is a free English translation of the original document drawn up in the Company's records.

Patrick de Larragoiti Lucas

Identification Document no. 004.785.073-0 (DETRAN)

CPF 718.245.297/91

Chairman of the Board of Directors

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Sul América SA published this content on 24 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 February 2021 22:07:09 UTC.