Sul America S A : Reference Form 2021 - Version 7

Reference Form - 2021

Reference date: 12/31/2020

Sul América S.A.

Version 7 | 01/10/2022

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	66
6.6	- Other significant information	67

7. Operations of the issuer

7.1	- Description of the activities of the issuer and its subsidiaries	68
7.1. a - Information whether issuer is mixed capital company	72
7.2	- Information on operating segments	73

Reference Form - 2021 - SUL AMÉRICA S/A

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Table of contents

7.3	- Information on the products and services related to the operating segments	76
7.4	- Clients that account for more than 10% of total net revenue	86
7.5	- Material effects of government regulations on operations	87
7.6	- Material foreign revenue	93
7.7	- Effects of foreign regulation on activities	94
7.8	- Social and environmental policies	95
7.9	- Other significant information	96

8. Extraordinary businesses

8.1	- Extraordinary businesses - Assets acquisitions or sales	97
8.2	- Significant changes in the conduction of the issuer's business	98
8.3	- Material agreements between the issuer and its subsidiaries not directly related
	to its operating activities	99
8.4	- Other significant information	100

9. Material assets

9.1	- Material non-current asset items - others	101
9.1	- Material non-current assets items / 9.1.a - Property and equipment	102
9.1	- Material non-current asset items / 9.1.b - Intangible assets	103
9.1	- Material non-current asset items / 9.1.c - Ownership interests in companies	272
9.2	- Other significant information	273

10. Comments from executive officers

10.1	- General financial and equity condition	274
10.2	- Operating and investment income	312
10.3	- Events with actual and expected material effects on the financial statements	316
10.4	- Significant changes in accounting practices - qualifications and emphases in the
	auditor's opinion report	317
10.5	- Critical accounting policies	326
10.6	- Material off-balance sheet items	329
10.7	- Comments on off-balance sheet items	330
10.8	- Business plan	331
10.9	- Other factors with material influence	334

11. Projections

11.1	- Disclosed projections and assumptions	335
11.2	- Follow-up and changes in disclosed projections	336

12. Meeting and management

12.1	- Description of the management structure	337
12.2	- Rules, policies and practices related to shareholders' General Meetings	342
12.3	- Rules, policies and practices related to the Board of Directors	344
12.4	- Description of the covenant on settlement of dispute through arbitration	346
12.5	- Composition and professional experience of management and fiscal council	347
12.6	- Percentage attendance at Board of Directors' meetings last year	357
12.7	/ 8 - Composition of committees	358
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	368
companies
12.10 - Relationships of subordination, service provision or control between management	372
members and subsidiaries, parent companies, and others

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	414
supported by the management members
12.12 - Other material information	415

13. Management compensation

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

	executive officers	416
13.2	- Total compensation of the Board of Directors, Board of Executive Officers and Fiscal	424
	Council
13.3	- Variable compensation of the board of directors, statutory board and fiscal council	427
13.4	- Share-based compensation plan for board of directors and statutory board	429
13.5	- Share-based compensation for the board of directors and statutory board	434
13.6	- Information on outstanding options held by the board of directors and the statutory	437
	board
13.7	- Options exercised and shares delivered in connection with the share-based	447
	compensation of the board of directors and statutory board
13.8	- Information required to understand the disclosed figures in items 13.5 to 13.7 - pricing
	method for shares and options	450

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	451
13.10	- Information on pension plans provided to members of the board of directors and	453
	statutory officers
13.11	- Maximum, minimum and average individual compensation of the board of directors
	statutory board of	executive	officers	and fiscal council	454
13.12	- Mechanisms for compensating and indemnifying management in the event of removal
	from office or retirement			455
13.13	- Percentage of total compensation held by management and members of the fiscal
	council who are parties related to the controlling shareholders	456
13.14	- Compensation of management and members of the fiscal council, grouped by body,
	received for any reason other than the position they hold	457

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	458
13.16 - Other material information	461

14. Human resources

14.1	- Description of human resources	464
14.2	- Material changes - human resources	467
14.3	- Description of the employees' compensation policy	468
14.4	- Description of the relationship between the issuer and labor unions	470
14.5	- Other significant information	472

15. Control and economic group

15.1	/ 15.2 - Shareholding	473
15.3	- Capital composition	484
15.4	- Chart of ownership interests and economic group	485
15.5	- Shareholders' agreement filed with the headquarters of the issuer or to which the	486
	controlling shareholder is a party
15.6	- Material changes in the interests held by the members of the controlling stake	488
	and management of the issuer
15.7	- Main corporate events	489
15.8	- Other significant information	502

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588

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	503
16.2	- Information on the transactions with related parties	504
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	513
16.4	- Other significant information	514

17. Capital stock

17.1	- Information on capital	515
17.2	- Capital increases	516
17.3	- Information on splits, reverse splits and bonuses	517
17.4	- Information on capital decreases	518
17.5	- Other significant information	519

18. Securities

18.1	- Share rights	520
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	523
18.3 - Description of exceptions and suspensive clauses relating to the equity or political rights
	set forth in the bylaws	525
18.4	- Trading volumes and prices of marketable securities	526
18.5	- Description of other marketable securities issued in Brazil	529
18.5.a. - Number of marketable securities holders	541
18.6	- Brazilian markets in which marketable securities are listed for trading	542
18.7 - Information on the class and type of the security listed for trading in foreign markets	543
18.8	- Description of securities issued in foreign markets	544
18.9	- Public offerings made by the issuer or third parties, including controlling shareholders	545
	and affiliates and subsidiaries, related to the issuer's marketable securities
18.10 - Use of proceeds from public offerings	549
18.11 - Description of public acquisition offerings made by the issuer in relation to shares	550
	issued by a third party
18.12 - Other significant information	551

19. Repurchase programs/treasury

19.1	- Information on the issuer's stock repurchase programs	579
19.2	- Changes in treasury stock	581
19.3	- Other significant information	584

20. Trading policy

20.1 - Information on the security trading policy

20.2 - Other significant information

21. Disclosure policy

1. - Description of the internal rules, regulations or procedures for information disclosure 589
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

21.3 - Executive officers and board members responsible for the implementation, maintenance, evaluation and oversight of the information disclosure policy

21.4 - Other significant information