Sul America S A : Reference Form 2021 - Version 4

Reference Form - 2021

Reference date: 12/31/2020

Sul América S.A.

Version 4 | 09/29/2021

Reference Form - 2021 - 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
1.1	- Statement of the Chief Executive Officer	02
1.2	- 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	33

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	35
4.5	- Material, confidential lawsuits	36
4.6	- Joint non-confidential, material recurrent or related legal actions, administrative
	proceedings or arbitrations	37
4.7	- Other material contingencies	40
4.8	- Rules of the country of origin and of the country where securities are held in custody	42

5. Risk management and internal controls

5.1	- Risk management policy	43
5.2	- Market risks management policy	47
5.3	- Description of internal controls	50
5.4	- Description of Internal integrity procedures and mechanisms adopted	55
5.5	- Significant changes	58
5.6	- Other significant information	59

6. History of the issuer

6.1	/ 6.2 / 6.4 - Issuer's incorporation date, duration and registration date with the CVM	60
6.3	- Brief history	61
6.5	- Information on the bankruptcy petition based on material value or court or out-of-court
	reorganization proceedings	65
6.6	- Other significant information	66

7. Operations of the issuer

7.1	- Description of the activities of the issuer and its subsidiaries	67
7.1. a - Information whether issuer is mixed capital company	71
7.2	- Information on operating segments	72

Reference Form - 2021 - SUL AMÉRICA S/A

Version: 1

Table of contents

7.3	- Information on the products and services related to the operating segments	75
7.4	- Clients that account for more than 10% of total net revenue	85
7.5	- Material effects of government regulations on operations	86
7.6	- Material foreign revenue	92
7.7	- Effects of foreign regulation on activities	93
7.8	- Social and environmental policies	94
7.9	- Other significant information	95

8. Extraordinary businesses

8.1	- Extraordinary businesses - Assets acquisitions or sales	96
8.2	- Significant changes in the conduction of the issuer's business	97
8.3	- Material agreements between the issuer and its subsidiaries not directly related
	to its operating activities	98
8.4	- Other significant information	99

9. Material assets

9.1	- Material non-current asset items - others	100
9.1	- Material non-current assets items / 9.1.a - Property and equipment	101
9.1	- Material non-current asset items / 9.1.b - Intangible assets	102
9.1	- Material non-current asset items / 9.1.c - Ownership interests in companies	271
9.2	- Other significant information	272

10. Comments from executive officers

10.1	- General financial and equity condition	273
10.2	- Operating and investment income	311
10.3	- Events with actual and expected material effects on the financial statements	315
10.4	- Significant changes in accounting practices - qualifications and emphases in the
	auditor's opinion report	316
10.5	- Critical accounting policies	325
10.6	- Material off-balance sheet items	328
10.7	- Comments on off-balance sheet items	329
10.8	- Business plan	330
10.9	- Other factors with material influence	333

11. Projections

11.1	- Disclosed projections and assumptions	334
11.2	- Follow-up and changes in disclosed projections	335

12. Meeting and management

12.1	- Description of the management structure	336
12.2	- Rules, policies and practices related to shareholders' General Meetings	341
12.3	- Rules, policies and practices related to the Board of Directors	343
12.4	- Description of the covenant on settlement of dispute through arbitration	345
12.5	- Composition and professional experience of management and fiscal council	346
12.6	- Percentage attendance at Board of Directors' meetings last year	356
12.7	/ 8 - Composition of committees	357
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	366
12.10 - Relationships of subordination, service provision or control between management
members and subsidiaries, parent companies, and others	370

Reference Form - 2021 - SUL AMÉRICA S/A

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Table of contents

12.11	- Agreements, including insurance policy, for payment or reimbursement of expenses
	supported by the management members	411
12.12	- Other material information	412

13. Management compensation

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

	executive officers	413
13.2	- Total compensation of the Board of Directors, Board of Executive Officers and Fiscal
	Council	421
13.3	- Variable compensation of the board of directors, statutory board and fiscal council	424
13.4	- Share-based compensation plan for board of directors and statutory board	426
13.5	- Share-based compensation for the board of directors and statutory board	431
13.6	- Information on outstanding options held by the board of directors and the statutory
	board	434
13.7	- Options exercised and shares delivered in connection with the share-based
	compensation of the board of directors and statutory board	444
13.8	- Information required to understand the disclosed figures in items 13.5 to 13.7 - pricing
	method for shares and options	447

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	448
13.10	- Information on pension plans provided to members of the board of directors and
	statutory officers	450
13.11	- Maximum, minimum and average individual compensation of the board of directors,
	statutory board of executive officers and fiscal council	451
13.12	- Mechanisms for compensating and indemnifying management in the event of removal
	from office or retirement	452
13.13	- Percentage of total compensation held by management and members of the fiscal
	council who are parties related to the controlling shareholders	453
13.14	- Compensation of management and members of the fiscal council, grouped by body,
	received for any reason other than the position they hold	454

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	455
13.16 - Other material information	458

14. Human resources

14.1	- Description of human resources	461
14.2	- Material changes - human resources	464
14.3	- Description of the employees' compensation policy	465
14.4	- Description of the relationship between the issuer and labor unions	467
14.5	- Other significant information	469

15. Control and economic group

15.1	/ 15.2 - Shareholding	470
15.3	- Capital composition	481
15.4	- Chart of ownership interests and economic group	482
15.5	- Shareholders' agreement filed with the headquarters of the issuer or to which the
	controlling shareholder is a party	483
15.6	- Material changes in the interests held by the members of the controlling stake
	and management of the issuer	485
15.7	- Main corporate events	486
15.8	- Other significant information	499

Reference Form - 2021 - SUL AMÉRICA S/A

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Table of contents

16. Related party transactions

16.1 - Description of the issuer's rules, policies and practices on the transactions with

	related parties	500
16.2	- Information on the transactions with related parties	501
16.3	- Identification of measures taken to deal with conflict of interest and to show that agreed
	conditions are based on arms' length principles or adequate compensation pay	510
16.4	- Other significant information	511

17. Capital stock

17.1	- Information on capital	512
17.2	- Capital increases	513
17.3	- Information on splits, reverse splits and bonuses	514
17.4	- Information on capital decreases	515
17.5	- Other significant information	516

18. Securities

18.1	- Share rights	517
18.2 - Description of any statutory rules that limit the voting rights of significant shareholders or
	that require them to carry out a public offering	520
18.3 - Description of exceptions and suspensive clauses relating to the equity or political rights
	set forth in the bylaws	522
18.4	- Trading volumes and prices of marketable securities	523
18.5	- Description of other marketable securities issued in Brazil	526
18.5.a. - Number of marketable securities holders	536
18.6	- Brazilian markets in which marketable securities are listed for trading	537
18.7	- Information on the class and type of the security listed for trading in foreign markets	538
18.8	- Description of securities issued in foreign markets	539
18.9	- Public offerings made by the issuer or third parties, including controlling shareholders
	and affiliates and subsidiaries, related to the issuer's marketable securities	540
18.10 - Use of proceeds from public offerings	543
18.11 - Description of public acquisition offerings made by the issuer in relation to shares
	issued by a third party	544
18.12 - Other significant information	545

19. Repurchase programs/treasury

19.1	- Information on the issuer's stock repurchase programs	567
19.2	- Changes in treasury stock	569
19.3	- Other significant information	572

20. Trading policy

20.1	- Information on the security trading policy	573
20.2	- Other significant information	576

21. Disclosure policy

1. - Description of the internal rules, regulations or procedures for information disclosure 577
2. - Description of the policy on disclosure of Material Facts or Acts indicating the

	communication channel or channels used for dissemination and the procedures for
	maintaining secrecy about undisclosed material information	579
21.3	- Executive officers and board members responsible for the implementation,
	maintenance, evaluation and oversight of the information disclosure policy	580
21.4	- Other significant information	581