Reference Form - 2020

Reference date: 12/31/2019 Sul América S.A.

Version 5 | 12/01/2020

Reference Form - 2020 - SUL AMÉRICA S/A

Version: 1

Table of contents

  • 1. People responsible for this form's contents

    1.0 - Statement and identity of the people responsible for this form 01

    1.2 - Statement of the Chief Executive Officer 02

    1.3 - Statement of the Investor Relations Officer 03

  • 2. Independent auditors

    2.1/2.2 - Auditor identification and fees 04

    2.3 - Other relevant information 06

  • 3. Selected financial information

    3.1 - Financial Information 07

    3.2 - Non-accounting measurements 08

    3.3 - Events subsequent to the latest financial statements 10

    3.4 - Income allocation policy 11

    3.5 - Dividend distribution and earnings retention 14

    3.6 - Declaration of dividends recognized in the retained earnings or reserves accounts 15

    3.7 - Indebtedness level 16

    3.8 - Obligations 17

    3.9 - Other significant information 18

  • 4. Risk factors

    4.1 - Description of risk factors 19

    4.2 - Description of main market risks 30

    4.3 - Non-confidential, significant legal actions, administrative proceedings, or arbitrations 32

    4.4 - Non-confidential legal actions, administrative proceedings or arbitrations which opposing parties are management members, former management members, controlling interest

    holders, former controlling interest holders, or investors 34

    4.5 - Material, confidential lawsuits 35

    4.6 - Joint non-confidential, material recurrent or related legal actions, administrative

    proceedings or arbitrations 36

    4.7 - Other material contingencies 39

    4.8 - Rules of the country of origin and of the country where securities are held in custody 41

  • 5. Risk management and internal controls

    5.1 - Risk management policy 42

    5.2 - Market risks management policy 46

    5.3 - Description of internal controls 49

    5.4 - Description - Internal integrity procedures and mechanisms 54

    5.5 - Significant changes 57

    5.6 - Other significant information 58

  • 6. History of the issuer

    6.1 / 6.2 / 6.4 - Issuer's incorporation date, duration and registration date with the CVM 59

    6.3 - Brief history 60

    6.5 - Information on the bankruptcy petition based on material value or court or out-of-court

    reorganization proceedings 64

    6.6 - Other significant information 65

  • 7. Operations of the issuer

7.1 - Description of the activities of the issuer and its subsidiaries 66

7.1. a - Information on operating segments 70

7.2 - Information on operating segments 71

Reference Form - 2020 - SUL AMÉRICA S/A

Version: 1

Table of contents

7.3 - Information on the products and services related to the operating segments 73

7.4 - Clients that account for more than 10% of total net revenue 87

7.5 - Material effects of government regulations on operations 88

7.6 - Material foreign revenue 94

7.7 - Effects of foreign regulation on activities 95

7.8 - Social and environmental policies 96

7.9 - Other significant information 97

  • 8. Extraordinary businesses

    8.1 - Extraordinary businesses - Assets Acquisitions or Sales 98

    8.2 - Significant changes in the conduction of the issuer's business 99

    8.3 - Material agreements between the issuer and its subsidiaries not directly related

    to its operating activities 100

    8.4 - Other significant information 101

  • 9. Material assets

    9.1 - Material non-current asset items - others 102

    9.1 - Material non-current assets items / 9.1.a - Property and equipment 103

    9.1 - Material non-current asset items / 9.1.b - Intangible assets 104

    9.1 - Material non-current asset items / 9.1.c - Ownership interests in companies 242

    9.2 - Other significant information 243

  • 10. Comments from executive officers

    10.1 - General financial and equity condition 244

    10.2 - Operating and investment income 274

    10.3 - Events with actual and expected material effects on the financial statements 277

    10.4 - Significant changes in accounting practices - qualifications and emphases in the

    auditor's opinion report 278

    10.5 - Critical accounting policies 283

    10.6 - Material off-balance sheet items 285

    10.7 - Comments on off-balance sheet items 286

    10.8 - Business plan 288

    10.9 - Other factors with material influence 289

  • 11. Projections

    11.1 - Disclosed projections and assumptions 290

    11.2 - Follow-up and changes in disclosed projections 291

  • 12. Meeting and management

12.1 - Description of the management structure 292

12.2 - Rules, policies and practices related to shareholders' General Meetings 297

12.3 - Rules, policies and practices related to the Board of Directors 299

12.4 - Description of the covenant on settlement of dispute through arbitration 300

12.5 - Composition and professional experience of management and fiscal council 301

12.6 - Percentage attendance at Board of Directors' meetings last year 308

12.7 / 8 - Composition of committees 309

  • 12.9 - Existing conjugal relationship, common-law marriage or relatives up to once removed

    related to the management members of the issuer, subsidiaries and parent companies 318

  • 12.10 - Relationships of subordination, service provision or control between management

    members and subsidiaries, parent companies, and others 322

Reference Form - 2020 - SUL AMÉRICA S/A

Version: 1

Table of contents

12.11 - Agreements, including insurance policy, for payment or reimbursement of expenses

supported by the management members 361

12.12 - Other material information 362

  • 13. Management compensation

    • 13.1 - Description of compensation policy or practice, including non-statutory board of

      executive officers 364

    • 13.2 - Total compensation of the Board of Directors, Board of Executive Officers and Fiscal

      Council 371

    13.3 - Variable compensation of the board of directors, statutory board and fiscal council 373

    13.4 - Share-based compensation plan for board of directors and statutory board 375

    13.5 - Share-based compensation for the board of directors and statutory board 379

    • 13.6 - Information on outstanding options held by the board of directors and the statutory board 382

    • 13.7 - Options exercised and shares delivered in connection with the share-based

      compensation of the board of directors and statutory board 393

    • 13.8 - Information required to understand the disclosed figures in items 13.5 to 13.7 - pricing

      method for shares and options 396

    • 13.9 - Number of shares held directly or indirectly, in Brazil or overseas, and of other securities convertible into shares, issued by the company, its direct or indirect controlling shareholders, its subsidiaries or companies under joint control, by members of the board of directors, statutory executive board, or the fiscal council, grouped by management

      body, as of the closing date of the last year 370

    • 13.10 - Information on pension plans provided to members of the board of directors and

      statutory officers 399

    • 13.11 - Maximum, minimum and average individual compensation of the board of directors,

      statutory board of executive officers and fiscal council 400

    • 13.12 - Mechanisms for compensating and indemnifying management in the event of removal

      from office or retirement 401

    • 13.13 - Percentage of total compensation held by management and members of the fiscal

      council who are parties related to the controlling shareholders 402

    • 13.14 - Compensation of management and members of the fiscal council, grouped by body,

      received for any reason other than the position they hold 403

    • 13.15 - Compensation of management and members of the fiscal council recognized in the income statements of the direct or indirect parent companies, companies under joint

      control and subsidiaries of the issuer 404

    13.16 - Other material information 407

  • 14. Human resources

    14.1 - Description of human resources 409

    14.2 - Material changes - human resources 412

    14.3 - Description of the employees' compensation policy 413

    14.4 - Description of the relationship between the issuer and labor unions 415

    14.5 - Other significant information 417

  • 15. Control and economic group

15.1 / 15.2 - Shareholding 418

15.3 - Capital composition 429

15.4 - Chart of ownership interests and economic group 430

  • 15.5 - Shareholders' agreement filed with the headquarters of the issuer or to which the

    controlling shareholder is a party 431

  • 15.6 - Material changes in the interests held by the members of the controlling stake

    and management of the issuer 433

15.7 - Main corporate events 434

15.8 - Other significant information 441

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Sul América SA published this content on 01 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2020 13:06:04 UTC