Sul America S A : Minutes of the Board of Directors Meeting – Share Buy-Back Program

SUL AMÉRICA S.A.

Corporate Taxpayer ID (CNPJ/ME): 29.978.814/0001-87

Company Registry (NIRE): 3330003299-1

Authorized Capital Publicly Held Company

Minutes of the Board of Directors Meeting

held on December 21, 2020.

DATE, TIME AND PLACE: On December 21, 2020, at 3 p.m, through video conference.

ATTENDANCE: All members of the Company's Board of Directors, duly convened.

Board: President of the Meeting: Patrick de Larragoiti Lucas

Secretary: Fernanda Bezerra

AGENDA AND RESOLUTIONS: After analyzing and discussing the matters included in the Agenda, the members of Board of Directors present, unanimously and without restrictions, resolved the following:

1. Approve the closure of the Company's Share Buy-back Program approved by the Board of Directors, at a meeting held on May 13, 2020, which was concluded upon reaching its limit with the acquisition of 13,977,551 units, representing 13,977,551 common shares and 27,955,102 preferred shares issued by the Company. Currently, the Company holds 62,568,145 shares in treasury, of which 20,856,046 common shares and 41,712,099 preferred shares, whose purpose is to subsidize the incentive plan based on shares issued by the Company, to remain in treasury, cancellation or subsequent sale on the market.
2. To approve the launch of the Company's new Share Buy-back Program, under the terms of CVM Instruction 567/2015 ("Buy-back Program"), according to the following conditions:
3. 1. Objective of the Company's Share Buy-back Program: the objective of the Buy-backProgram is to maximize the generation of value for the Company's shareholders, since, in the view of the Company's Management, the current value of its shares in the market does not reflects the real value of its assets and the prospect of profitability and generation of results. The Buy-backProgram will take

place through the acquisition of share deposit certificates (units), each representing one common share and two preferred shares issued by the Company, to be held in treasury, cancel or later be sold on the market or its allocation to the eventual exercise of rights under the Stock Option Plan based on shares issued by the Company.

1. Number of shares to be acquired: up to 5,399,237 units, representing 5,399,237 common shares and 10,798,474 preferred shares, corresponding to 2% of the units in free float and approximately 1.34% of the total number of shares issued by the Company on December 18, 2020.

1. Resources: the operations carried out under the Share Buy-back Program will be supported by the global amount (i) of the available profit and capital reserves, except for the reserves referred to in article 7, paragraph 1, of CVM Instruction 567/2015; and (ii) the accrued result for the current year, excluding the amounts referred to in article 7, paragraph 1, of CVM Instruction 567/2015, to be allocated as appropriate.

The existence of available resources to support the operations of the Share Buy- back Program must be verified based on the most recent annual, interim or quarterly financial statements disclosed by the Company prior to the effective transfer, to the Company, of the ownership of the units issued by it.

IV. Term for acquisition: the negotiations can be carried out for a period of up to 18 (eighteen) months from December 22, 2020, inclusive, and ending, therefore, on June 22, 2022, inclusive.

V. Number in Free float: on December 18, 2020, the Company held 811,020,162 shares in free float, of which 270,340,037 are common shares and 540,680,125 are preferred shares, represented in the form of 269,961,858 units.

VI. Number of shares held in treasury: on December 18, 2020, the Company held 62,568,145 treasury shares, of which 20,856,046 are common shares and 41,712,099 are preferred shares.

VII. Intermediary financial institutions:

• BTG Pactual CTVM S.A.

Avenida Brigadeiro Faria Lima, nº 3477, 15º andar, Itaim Bibi, São Paulo, SP.

• Órama Distribuidora de Títulos e Valores Mobiliários S.A.
  Praia de Botafogo, nº 228, 18º andar, Botafogo, Rio de Janeiro, RJ.

1. Provide, pursuant to article 5 of CVM Instruction 567/2015, the information in Annex 30-XXXVI of CVM Instruction 480/2009, contained in Annex I of this minutes.
2. To authorize the Company's Executive Board to take the necessary measures to implement the Buy-back Program approved above. It is also authorized to define the best time and the number of units to be acquired in a single or in several transactions, subject to the limits and restrictions established in Law No. 6,404/1976 and CVM Instruction 567/2015.

Adjournment: There being no further business to address, the meeting was adjourned and these minutes were drawn up, which, after being read and approved, were signed by all.

Rio de Janeiro, December 21, 2020.

Signatures: Patrick de Larragoiti Lucas, Chairman; Carlos Infante Santos de Castro, Cátia Yuassa Tokoro, David Lorne Levy, Isabelle Rose Marie de Ségur Lamoignon, Jorge Hilário Gouvêa Vieira, Pierre Claude Perrenoud, Renato Russo, Romeu Cortês Domingues and Walter Roberto de Oliveira Longo, members of the Board of Directors; e Fernanda Bezerra, secretary of the meeting.

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

Fernanda Bezerra

ID document 174.796 (OAB/RJ)

Individual Taxpayer Register 086.375.037-05 (CPF/MF)

Secretary of the meeting

SUL AMÉRICA S.A.

Corporate Taxpayer ID (CNPJ/ME): 29.978.814/0001-87

Company Registry (NIRE): 3330003299-1

Authorized Capital Publicly Held Company

ANNEX I

Annex 30 - XXXVI of CVM Instruction 480/09

Trading of Shares of its Own Issuance

1. Justify in detail the objective and the expected economic effects of the operation: the Buy-backProgram aims to maximize the generation of value for the Company's shareholders, since, in the view of the Company's Management, the current value of its shares in the market does not reflect the real value of its assets and the prospect of profitability and generation of results. The Buy-backProgram will take place through the acquisition of share deposit certificates (units), each representing one common share and two preferred shares issued by the Company, to be held in treasury, cancel or later be sold on the market or its allocation to the eventual exercise of rights under the Stock Option Plan based on shares issued by the Company.
2. Inform the number of shares (i) in free float and (ii) already held in treasury: The Company held on December 18, 2020 (i) 811,020,162 shares in free float, of which 270,340,037 common shares and 540,680,125 preferred shares, represented in the form of 269,961,858 units; and (ii) 62,568,145 shares in treasury, of which 20,856,046 common shares and 41,712,099 preferred shares.
3. Inform the number of shares that may be acquired or sold: The Company may acquire up to 5,399,237 units, each representing one common share and two preferred shares issued by it, corresponding, on December 18, 2020, to 2% of the units in free float, traded on B3 - Brasil, Bolsa, Balcão, under the trading code
   "SULA11".
4. Describe the main characteristics of the derivative instruments that the company may use, if any: Not applicable, considering that the Company will not use derivative instruments under the Buy-BackProgram.
5. Describe, if any, any existing voting agreements or guidelines between the