guide for shareholders ... -...

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GUIDE FOR SHAREHOLDERS PARTICIPATION AT

THE ANNUAL GENERAL MEETING OF SUL AMÉRICA S.A.

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Summary

01 Invitation 02 Call Notice 03 General Information04 Clarification on the matters to be voted at the Annual General Meeting

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Pág 03Pág 05Pág 07Pág 11

Exhibit I - Samples of power of attorney (proxy)Exhibit II - Résumés of the candidates for the Board of Directors

DATE, TIME AND LOCATION:

SCHEDULE The Annual General Meeting of Sul América S.A., to be held on March 31, 2014 Address: At the company’s headquarters: Rua Beatriz Larragoiti Lucas, 121, sixth floor- Cidade Nova, Rio de Janeiro – RJ

2:30 p.m.: Reception of the shareholders and identification of the participants.3:00 p.m.: Opening of the Annual General Meeting

The votes only will be exercised personally or by representation through a proxy at the headquarters of the Company in Rio de Janeiro.

ExHIBIT

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Dear Shareholder,

We are pleased to invite you to the next Annual Meeting of Sul América S.A., which will be held on March 31, 2014 at 3:00 p.m., at the headquarters of SulAmérica at Rua Beatriz Larragoiti Lucas No. 121, Cidade Nova, Rio de Janeiro, RJ.

In this context, it is worth mentioning main facts that have been important in 2013 and 2014 and over the 118-year history of SulAmérica: the acquisition and integration of SulaCap, changes to the shareholder structure with the entrance of the IFC and Swiss Re and, finally, the launch of the new SulAmérica brand.

SulaCap became part of the SulAmérica portfolio, contributing to a new line of business that specializes in capitalization (premium savings bonds), joining the health and dental, auto, other P&C, and life and personal ac-cident lines of insurance as well as the private pension and asset management areas.

In addition, SulAmérica consolidated changes in its shareholder structure, with the entrance of the IFC (Inter-national Finance Corporation) and Swiss Re, belonging to the Swiss Re Group, with recognized expertise in the insurance and reinsurance market. In January 2014, the IFC and Swiss Re appointed two independent members who were elected to the Board of Directors of SulAmérica.

Given this trajectory of renewals, SulAmérica announced the reformulation of its brand that translates con-cepts which are increasingly relevant to the Company.

Invitation

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This manual has been prepared in order to facilitate active participation in the 118-year history of success and

innovation. Here we present a summary of the procedures for shareholders who wish to participate actively in

the Meetings, showing also brief clarifications concerning the matters that will be resolved during the meetings.

Lastly, we recommend a careful review of the documents made available at the Company investor relations

website (www.sulamerica.com.br/ir): Management Report; Management’s Proposal and relevant exhibits, which

will significantly assist in in the understanding of the matters that will be discussed during the Meetings.

We hope to be able to count on your attendance at the Annual General Meetings of Sul América S.A. for 2014.

Cordially,

Invitation

Patrick de Larragoiti Lucas | Chairman of the Board of Directors

Gabriel Portella Fagundes Filho | Chief Executive Officer

Arthur Farme d’Amoed Neto | Vice-President for Control and Investor Relations

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The Call Notice for the Shareholders’ Meetings was published in the newspaper Valor Econômico, in the national section,

on February 27, March 6 and 7, 2014, and in the Official Gazette of the State of Rio de Janeiro, on February 27, March 6

and 7, 2014, and forwarded to the CVM (Brazilian Securities and Exchange Commission) and to the BM&FBOVESPA (Se-

curities, Commodities and Futures Exchange) through the IPE system, on February 27,2014, and is also available on the

Company’s site (www.sulamerica.com.br/ir).

Shareholders’ Meetings - 2014

Call Notice – Annual Shareholders’ Meeting – The Company’s shareholders are hereby convened to the Annual Sharehol-

ders’ Meeting to be held on March 31, 2014, at 3:00 p.m. at the Company’s headquarters, located at Rua Beatriz Larragoiti

Lucas 121, Cidade Nova, Rio de Janeiro, RJ, to decide on the following Agenda:

I. to verify the Company’s management’s accounts, and to examine, discuss and vote on the financial statements of the Company

for the fiscal year ended on December 31, 2013;

II. to approve the net income allocation from the fiscal year ended on December 31, 2013;

III. to define the number of members of the Board of Directors for the term 2014;

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

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

Pursuant to CVM Instruction 165/91, as amended by CVM Instruction 282/90, and Article 4 of CVM Instruction CVM

481/09, it is informed that the minimum percentage to request the adoption of cumulative voting is 5% (five percent) of

the Company’s voting capital.

The rights provided for in items I and II of paragraph 4 and in paragraph 5 of Article 141 of Law 6,404/76, for the election

of members of the Company’s Board of Directors are hereby assured.

Call Notice Shareholders’ Meetings

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In order to participate in the Meeting, shareholders shall present the following documents, either in original form or as an authenticated copy:

Any shareholder (individual or legal entity):

ownership evidence from the custodian agent of Sul América S.A.’s showing shares or units, issued at least five days

in advance of the date of the Meeting, containing information on the title and number of Company’s shares or units, and

the individual’s identity document; and

in the case of a shareholder represented by an attorney-in-fact, the identity document of the attorney-in-fact and

power of attorney with specific powers, granted pursuant to the terms of paragraph 1 of Article 126 of Law 6,404/76, by

public or private instrument, in the latter case with the grantor’s signature authenticated by a notary.

In the case where a shareholder is a legal entity, the following additional documents shall be presented:

updated bylaws or articles of association, duly registered with the pertinent registry;

document which proves the powers of representation, that is, the minutes of election of the legal representative(s)

present or who has (have) signed the power of attorney, if this is the case;

in case of an investment fund, the regulation and the above-mentioned documents with respect to the administrator, and

identity document of the legal representative(s) or attorney(s)-in-fact present.

Pursuant to the CVM Instruction No. 481/09, the documents pertinent to the Meeting Agenda are available to sharehol-

ders at the Company’s headquarters and can be viewed at the websites of the CVM (www.cvm.gov.br) and on the Com-

pany’s page (www.sulamerica.com.br/ir).

Rio de Janeiro, February 26, 2014

Board of Directors.

Call Notice - Shareholders’ Meetings

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General Information

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Who can participate?

All of the shareholders that can prove ownership of the shares or units of the Company, or their relevant proxies, may

attend the Meetings.

How to participate?

The shareholders must attend personally or be represented by a proxy at the location and time of the Meetings, with the following documents:

Legal entity shareholder:

i. document of evidence of the custodian of the shares or units of Sul América S.A., issued no more than five days in advance

of the date of the Meetings, showing information concerning the ownership and number of shares or units of the Company. In order

to request this document, contact your custody agent (brokerage companies, security dealers or banks);

ii. restated bylaws or articles of association, duly filed with the pertinent registry;

iii. a document that can evidence the powers of representation (if they are not shown in the actual incorporation act): minu-

tes of the election of the legal representative(s) present or that executed the power of attorney, if applicable;

iv. for the case of an investment fund, the relevant regulations and the abovementioned documents in relation to the administrator;

v. ID of the legal representative or proxy present.

Individual shareholder

i. document of evidence of the custodian of the shares or units of Sul América S.A., issued not more than five days in advance

of the date of the Meetings, showing information concerning the ownership and number of shares or units of the Company. In order

to request this document, contact your custody agent (brokerage companies, security dealers or banks);

ii. ID card of the shareholder or proxy, as the case may be.

General Information

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How to be represented by a proxy?

In addition to the documents designated above, the shareholder can be represented by an attorney-in-fact appointed less than

one (1) year ago, that may be a shareholder, an administrative officer of the Company, an attorney, a financial institution or an ad-

ministrator of investment funds that represents the condominiums; an identification document of the attorney-in-fact with photo

(RG [ID Card], RNE [Foreign Identity Card], CNH [Driver’s License] or an officially recognized professional card).

When to present the documentation?

The documentation must be presented at the moment of arrival of the shareholder or of its proxy at the place where the

Meetings are held. In order to facilitate the proceedings and avoid delays of commencement of the events, the Company

asks that the shareholders preferably send the abovementioned documents two business days in advance of the Meetings,

by courier, mail or email. The documents must be addressed to:

We emphasize that the early remittance of the mentioned documentation provides more agility for the proceedings of pre-

paration of the Meetings, and do not represent a requirement or any hindrance for attendance of the shareholders.

Who can vote on the matters of the Agenda of the Meetings?

The holders of common shares can vote on all of the matters included in the Agenda of the Meetings, with each common

share being entitled to one vote.

There are also specific rules for election of the members of the Board of Directors, which are detailed of section 4 of this

Manual (cumulative vote and separate vote), which are also extended to the preferred shares.

General Information

Sul América S.A.

Superintendência de Governança e Compliance - SUGOC

Daniel Pareto

Tel: +55 21 2506 4242

[email protected]

Rua Beatriz Larragoiti Lucas nº 121, 6º andar

Cidade Nova, Rio de Janeiro – RJ - CEP 20211-903

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How to obtain information that is supplementary to this Manual?

In the event of any doubt concerning the information contained in this Manual, or in order to obtain supplementary clarifi-

cations for attendance in the Meetings, contact:

Supplementary information concerning the matters addressed in the Agenda of the Meetings, as well as in this Manual, is

available for query and download in the Company’s site (www.sulamerica.com.br/ir) and in the sites of the Brazilian Secu-

rities Commission (CVM) (www.cvm.gov.br) and of the BM&FBovespa –Securities, Commodities and Futures Exchange(B-

M&FBovespa) (www.bovespa.com.br).

General Information

Sul América S.A.

Superintendência de Governança Corporativa - SUGOC

Daniel Pareto, Fernanda Bezerra or Rebeca Verbicaro

Tel: +55 21 2506 4242 / 8267 / 8457

[email protected]

[email protected]

[email protected]

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Information on matters that are to be resolved in the Annual General Meeting

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Clarifications:

The Management of the Company will present to the shareholders a general overview of its results, as well as of the

principal events that occurred in fiscal year 2013.

For examination of this item the shareholder must consider the Management Report and the Financial Statements of the

Company, already examined by the independent auditors of the Company, KPMG Auditores Independentes, which issued

a favorable opinion for their approval, and were likewise reviewed by the Statutory Audit Committee (see CVM Ruling No.

509/11) and approved by the Board of Directors.

The Financial Statements of the Company were prepared based on the International Financial Report Standards (IFRS)

issued by the International Accounting Standards Board (IASB) and also in accordance with accounting practices adopted

in Brazil (BR GAAP), and were published in the Valor Econômico newspaper in the national section, in the Official Gazette

of the State of Rio de Janeiro on February 27, 2014.

They are available on the sites of the Company (www.sulamerica.com.br/ir), of the CVM (www.cvm.gov.br) and of the BM&-

FBovespa (www.bovespa.com.br), in addition to the Financial Statements of the Company, the Management Report, the

comments of the administrative officers concerning the financial condition of the Company, the Report of the Statutory

Audit Committee and the opinion of the independent auditors, all of which in compliance with Article 9 of CVM Ruling No.

481/09, as amended.

Representatives of the Independent Auditors, Audit Committee, Board of Directors and of the Company’s Management will

attend the Meeting in order to provide any clarification eventually deemed necessary.


Matters of the Annual General Meeting

I. To verify the Company’s management’s accounts, and to examine, discuss and vote on the financial statements of the Company for the fiscal year ended on December 31, 2013.

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Proposal by the management of the Company:

The management of the Company proposes that the shareholders examine and approve the management accounts and the financial

statements relative to the fiscal year ended December 31, 2013, and after careful consideration approve the mentioned documents

such as approved by the Board of Directors in a meeting held on February 25, 2014 and published by the Company on February 27,

2014, in the Official Gazette of the State of Rio de Janeiro and in the Valor Econômico newspaper, in the national section.

II. to approve the net income allocation from the fiscal year ended on December 31, 2013;.

Clarifications:

Allocation of the net income for the period consists of determining the amounts that will be appropriated to the reserves

of the Company or distributed to the shareholders as dividends. The Bylaws of the Company establish in their Article 31

that the net income for the fiscal year will have the following allocation:

a) five percent (5%) for accrual of the legal result, up to an amount equivalent to twenty percent (20%) of the capital

stock. Accrual of the legal reserve may be waived in a fiscal year when its balance, when added to the amounts of the

capital reserves, exceeds thirty percent (30%) of the capital stock;

b) twenty-five percent (25%) of the net income adjusted on the terms of Article 202 of Law No. 6.404/76, for distribution

to the shareholders on account of the mandatory dividend; and

c) with observance of the allocations of the previous items, up to seventy-one-point-two-five percent (71.25%) for accrual

of the statutory reserve intended for expansion of the corporate business.

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Net profit Constitution of the legal reserve (5%) Adjusted net profit (article. 202 of Law 6,404/76 and 10,303/01)

Mandatory dividends

25% of Adjusted net profit (article. 202 of Law 6,404/76 and 10,303/01)

Interim dividends

Interest on capital (net value)

Mandatory dividends net balance to be paid

Additional Dividends

Total proposed dividends – (R$0,0271 per common or preferred

share and R$ 0,0813 per unit as of December 31,2013)

Constitution of the Reserve for development of Corporate Business *

480.428

(24.021)

456.407

114.101

(36.119)

(73.578) 4.404

22.820

27.224

308.063

* The calculation of the reserve for business expansion considers the deduction of the gross amount of the Interest on Capital declared by the company (R$85 million Reais).

The payment of the dividends is scheduled for starting on April 17, 2014 and will be effected based on the equity holdings held on the date of this Meeting, i.e., on March 31, 2014.

2013 (R$ thousand)

Accrual of the statutory reserve may be waived by resolution of the Shareholders’ Meeting in the event of payment of a divi-

dend that is additional to the minimum mandatory dividend. Once the limit established in Article 199 of Law No. 6.404/76 has

been reached, the Shareholders’ Meeting, by proposal of the bodies of management, must resolve on the relevant allocation:

a) for capitalization; or

b) distribution of dividends to the shareholders.

The distribution of the results demonstrated in the table below is reflected in the Financial Statements, under the presu-

pposition of its approval by the Shareholders’ Meeting.

The results for the fiscal year ended and proposal of allocation of the results:

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Clarifications:

Pursuant to the article 12 of bylaws of Sul América S.A. , as amended on January 10, 2014, the Board of Directors of the

Company shall be composed by at least five (5) and at most eleven (11) members, one (1) of whom shall be the Chairman,

all of them individuals, whether residing or not in Brazil, elected at the General Meeting for a unified one (01) year term of

office; reelection is allowed. The Annual General Meeting shall determine the number of members of the Board of Direc-

tors (subject to the minimum and maximum numbers provided above) for each term of mandate.


The management of the Company proposes the allocation of the results for the fiscal year ended December 31, 2013 as

shown in the table above, as approved by the Board of Directors in a meeting on February 25, 2014 and provided for in

the management report.

The net income distribution demonstrated in the table above was reflected in the Financial Statements, under the presu-

pposition of its approval by the General Meeting.

This proposal follows the criteria set forth by the Company Dividend Distribution Policy.Additional information on the

proposal for the allocation of the net income presented by the management, including comparisons with previous fiscal

years, are available on the Company’s website (www.sulamerica.com.br/ir), of CVM (www.cvm.gov.br) and of BM&FBovespa

(www.bovespa.com.br), pursuant to article 9, §1, II of CVM Instruction No. 481/09, as amended.

III. to establish the number of members in the composition of the Board of Directors


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Clarifications:

The voting procedure may be performed by:

- As a rule: simple vote (in which the Company designates names, forming a complete ticket of candidates for the vacan-

cies on the Board of Directors, which must be submitted for resolution by the shareholders).

- Exception: Cumulative Voting (each common share is attributed as many votes as the number of positions to be filled on

the Board of Directors of the Company, the request for adoption of the process of cumulative vote can be made by sha-

reholders that represent at least 5% of the voting capital of the Company, by no later than 48 hours prior to the opening

of the Meeting, by means of written requests to the Company).

- Exception: Separate election(in the simple or cumulative vote process, there is assurance of election of a member (and

relevant deputy) by separate vote, excluding the controlling shareholder, by the majority of the holders of common shares

that represent at least 15% of the shares with voting rights, as well as by the majority of the holders of preferred shares

that represent at least 10% of the capital stock of the Company).

IV. to elect the members of the Board of Directors.


The proposal by the management of the Company is that the Board of Directors will be composed by ten (10) members to

the term of office that will end on the date of the Annual General Meeting to be held in 2015.

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On the terms of applicable legislation, a shareholder that designates a member of the Board of Directors must, in the

same act, (i) present a copy of a representation informing that there is no impediment for his/her election, or represent

that he/she/it has obtained from the designee information that he/she is in condition to execute such instrument; and (ii) a

résumé of the candidate showing at least his/her qualifications, professional experience, educational background, principal

professional activity performed currently and designation of what positions he/she holds in boards of directors, fiscal or

advisory councils of other companies, if applicable.

The Management of the Company proposes for 2014,indicates 5 (five) Independent Directors: Messrs. Christopher Minter,

David Lorne Levy, Guilherme Affonso Ferreira, Pierre Claude Perrenoud and Roberto Teixeira da Costa, who fulfill the re-

quisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa S.A.

We emphasized that the Company is listed in the Listing Regulations of Level 2 of the BM&FBovespa and thus at least

20% of the members of its Board of Directors must be Independent Board Members, such as defined in the mentioned

listing regulations.

The proposed number is equivalent to 50% of the total number of Board members that, therefore, is a percentage higher

than that required by the mentioned regulation and by the bylaws of the Company.

It should add that the Board of Directors of Sul América S.A. has no alternate members since January 10, 2014.

Detailed information on the candidates indicated below, including their professional experience, are available in Annex II to

this Manual, as well as on Company’s website (www.sulamerica.com.br/ir), of CVM (www.cvm.gov.br) and of BM&FBovespa

(www.bovespa.com.br), in accordance with Article 10 of CVM Instruction 481/09, as amended.

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Proposal by the Management of the Company:

The Management of the Company proposes the individuals listed below be (re)elected to compose the Board of Directors

as sitting as indicated below, for a term of office of one (1) year, until the Annual General Meeting of 2015:

Patrick Antonio Claude de Larragoiti Lucas

Carlos Infante Santos de Castro

Christopher John Minter Appointed by the minority shareholder Swiss Re Direct Investments Company Ltd

David Lorne LevyAppointed by the minority shareholder International Finance Corporation

Guilherme Affonso Ferreira

Isabelle Rose Marie de Ségur Lamoignon

Johannes Martinus Maria BoersAppointed by the minority shareholder ING Groep N.V.

Jorge Hilário Gouvêa Vieira

Pierre Claude Perrenoud

Roberto Teixeira da Costa

Chairman

Member

Member

Member

Member

Member

Member

Member

Member Member

Messrs. Christopher Minter, David Lorne Levy, Guilherme Affonso Ferreira, Pierre Claude Perrenoud and Roberto Teixeira da Cos-

ta, who fulfill the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa S.A., and thus,

are indicate as independent Board member. The proposed number is equivalent to 50% of the total number of Board members

that, therefore, is a percentage higher than that required by the mentioned regulation and by the bylaws of the Company.

In attention to the recommendations of Official Letter CVM/SEP/ No. 01/2014 (Ofício CVM/SEP/01/2014), the Mana-

gement of the Company informs that the election of members of the Board of Directors of the Company will take place

following the voting process carried out by simple vote, by ticket, in which the Company designates names, forming a

complete list of candidates for the Board of Directors seats, which must be submitted for resolution by the shareholders,

unless it is required to adopt the process of cumulative vote.

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Cumulative Voting: in the case of adoption of the process of cumulative voting, to each common share are attributed as

many votes as the number of positions to be filled on the Board of Directors of the Company, when the shareholder has

the right of accumulating votes on one single candidate or of distributing them among various candidates.

The request for adoption of the process of cumulative vote can be made by shareholders that represent at least 5% of

the voting capital of the Company, by no later than 48 hours prior to the opening of the Meeting, by means of written

requests to the Company.

Separate election: On the terms of applicable legislation, whether in the simple or cumulative vote process, there is as-

surance of election of a member (and relevant deputy) by separate vote, excluding the controlling shareholder, by the

majority of the holders of common shares that represent at least 15% of the shares with voting rights, as well as by the

majority of the holders of preferred shares that represent at least 10% of the capital stock of the Company. If the requi-

sites above are not fulfilled, the shareholders may aggregate their shares to elect cumulatively a member (and respective

alternate) for the Board of Directors, provided that they represent at least 10% of the capital stock of the Company.

The right of electing members of the Board of Directors of the Company separately may only be exercised by sharehol-

ders that can evidence uninterrupted ownership of the required equity interest during the three months immediately prior

to the date of the Meeting.

Detailed information on the candidates mentioned above, including their professional experience, are available in Annex II

to this Manual, as well as on the Company’s website (www.sulamerica.com.br/ir), of CVM (www.cvm.gov.br) and of BM&-

FBovespa (www.bovespa.com.br), in accordance with Article 10 of CVM Instruction 481/09, as amended.

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Clarifications:

In accordance with the Bylaws of the Company, the aggregate compensation of the members of the Board of Directors

and of the Executive Officers will be decided at the Annual General Meeting and it is the responsibility of the Board of

Directors to define the individual compensation of the members of the Board of Directors and of the Executive Officers.

The compensation of the administrative officers of the Company is based on the corporate policy approved by the Board

of Directors and its main purpose the alignment of the interests of the key management personnel with the objectives of

the Company, based on the best practices adopted by the market.


The Management of the Company proposes an overall and annual amount up to R$3,000,000.00 (three million reais) for

the compensation of its administrative officers (Board of Directors and Executive Board) for the period between the annual

general meeting to be held on March 31, 2014 and the Annual General Meeting of 2015.

In attention to the recommendations of Official Letter CVM/SEP/ 01/2014 (Ofício CVM/SEP/01/2014), the Management

of the Company informs that in Annual General Meeting of the Company held on April 4, 2013, an amount of up to R$

9,052,500.00 (nine million, fifty-two thousand five hundred Reais) has been approved for the compensation of its adminis-

trative officers (Board of Directors and Executive Board), out of which R$ 2,605,930.32 (two million six hundred and five

thousand, nine hundred and thirty Reais and thirty-two cents) were effectively spent.

The difference between the approved amount and the total spent in 2013 is due to expectations and assumptions not re-

alized. The effectively spent amount was taken into consideration for the formulation of the management proposal for the

2014 AGM.

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

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Additional information on management compensation at Sul América S.A, is available in the document attached to this

proposal and on the company’s website (www.sulamerica.com.br/ir), the CVM (www.cvm.gov.br) and BM&FBOVESPA

(www.bovespa.com.br), in accordance with art. 12 of CVM Instruction nº 481/09.

The mentioned Compensation Policy is available at the Company website:

www.sulamerica.com.br/ir

This Manual is available in an electronic version, in Portuguese or English, on the following websites:

Sul América S.A. (in Portuguese and English)

www.sulamerica.com.br/ir

CVM (Brazilian Securities and Exchange Commission)

www.cvm.gov.br

BM&FBOVESPA (Securities, Commodities and Futures Exchange)

www.bovespa.com.br

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Exhibit

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POWER OF ATTORNEY

[SHAREHOLDER], [IDENTIFICATION] (“Grantor”), hereby names and appoints as his/her/its attorney(s)-in-fact Mr./Messrs.

[NAME], [NATIONALITY], [MARITAL STATUS], [PROFESSION], bearer of Identity Card RG No. [ ], enrolled with the Indi-

vidual Taxpayers Register of the Ministry of Finance under CPF/MF No. [ ], resident and domiciled in the City of [ ], State

of [ ], at Rua [ ] [No.], (“Grantee(s)”), to represent the Grantor, in his/her/its capacity as shareholder of Sul América S.A.

(“Company”), in the Annual General Meeting that is to be held upon first call on March 31, 2014 at 3:00 p.m., at the the

headquarters of the Company, at Rua Beatriz Larragoiti Lucas No. 121, Cidade Nova, Rio de Janeiro, RJ, and if necessary

on second call on a date to be informed in due course, to whom he/she/it grants powers to attend the meetings and vote

on behalf and for the account of the Grantor, either jointly or severally, irrespective of the order of appointment, following

the voting guidelines established below for each one of the items of the Agenda:

ExhIbIt I - SAMPlES of PowEr of AttorNEy

Sample of Power of Attorney:

I. Sample of Power of Attorney in which the shareholder establishes the voting guidelines to be followed by his/her/its attorney-in-fact:

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In the Annual General Meeting:

(1) to verify the Company’s management’s accounts, and to examine, discuss and vote on the financial statements of the

Company for the fiscal year ended on December 31, 2013;

( ) In favor ( ) Against ( ) Abstain

(2) to approve the net income allocation from the fiscal year ended on December 31, 2013;


(3) establish the number of members in the composition of the Board of Directors;


(4) to elect the members of the Board of Directors;


(5) to establish management compensation (Board of Directors and Executive Officers).


Place, [month] [day] [year]

__________________________________________

[Certified signature of the Grantor]

ExhIbIt


25

POWER OF ATTORNEY

[SHAREHOLDER], [IDENTIFICATION] (“Grantor”), names and appoints as his/her/its attorney(s)-in-fact Mr./Messrs. [NA-

ME], [NATIONALITY], [MARITAL STATUS], [PROFESSION], bearer of Identity Card RG No. [ ], enrolled with the Individual

Taxpayers Register of the Ministry of Finance under CPF/MF No. [ ], resident and domiciled in the City of [ ], State of [ ],

at Rua [ ] [No.], (“Grantee(s)”), to represent the Grantor, in his/her/its capacity as shareholder of Sul América S.A. (“Com-

pany”), in the Annual General Meeting that is to be held upon first call on March 31, 2014 at 3:00 p.m., at the headquarters

of the Company, at Rua Beatriz Larragoiti Lucas No. 121, Cidade Nova, Rio de Janeiro, RJ, and if necessary on second call

on a date to be informed in due course, to whom he/she/it grants powers to attend the meetings and vote on behalf and

for the account of the Grantor, either jointly or severally, irrespective of the order of appointment, in each one of the items

of the Agenda.

Local, [month] [day], [year]

__________________________________________

[Certified signature of the Grantor]

ExhIbIt

II. Sample of Power of Attorney in which the shareholder does not establish the voting guidelines to be followed by his/her/its attorney-in-fact:


26

is Chairman of the Board of Directors of Sul América S.A. and of its controlled subsidiaries and Chairman of the Investments,

Compensation and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of Pre-

sident of the Company from 1998 to 2010, and of its controlled subsidiaries from 1999 to 2010. He has been a board mem-

ber of Geneva Association since 1999, Chairman of the Board of the Instituto de Estudos em Saúde Suplementar (Institute

for Studies on Supplementary Health) and First Vice-President of the CNSeg, having also been a member of the Board of

Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland.

From 1985 to 1986, he worked in the capital markets department of Chase Manhattan Bank, in São Paulo and New York.

He graduated with a degree in Business Administration from Fundação Getúlio Vargas (FGV) in São Paulo.

ExhIbItExhibit II résumés of the candidates for members of the board of Directors

Chairman:

Patrick Antonio Claude de larragoiti lucas

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has been a member of the Board of Directors

of Sul America S.A. since 2006, and of its In-

vestment Committee since 2002. Currently he

is a member of the Board of Directors of all the

operating companies of the Sul América group

in the areas of property & casualty, health and

life insurance, pension, investments and capi-

talization. He is also a member of the Board

of Directors of Caixa Capitalização S.A. and of

the Brazilian Insurance Confederation (CNSeg),

as well as a member of the Ethics Committee

of CNSeg and vice president of the Brazilian

Association of Capitalization Companies (Fena-

cap). He also held the positions of Chief Execu-

tive Officer of Sul América Capitalização S.A.,

Sul América Corporate Vice-President and Sul

América Financial Vice-President. He was Chief

Executive Officer of GTE-Multitel (telecommuni-

cations) and New Business Director of the Cataguazes-Leopoldina Group (today Energisa) in Rio de Janeiro. He graduated

with a degree in Electrical Engineering from the Pontifical Catholic University of Rio and holds the degrees of MBA and

Master of Sciences in Industrial Engineering, both from Stanford University, USA. He is a Certified Board Member from the

IBGC (Brazilian Institute of Corporate Governance).

ExhIbIt

Board Members:

Carlos Infante Santos de Castro

Exhibit II résumés of the candidates for members of the board of Directors

28

has been a member of Board of Directors since

January 10, 2014 and is in charge of the ma-

nagement of the main investment portfolio and

of the strategic and financial acquisitions and

divestments of the Swiss Re Group. Prior to

joining the group, from 2001 to 2012 he occu-

pied several senior positions at Deutsche Bank,

having previously been: Head of Private Equi-

ty, Head of Corporate Investments and Head

of Corporate Development. In these positions,

he managed portfolios of illiquid assets of the

Bank and of institutional and private clients.

From 1993 to 2001, he worked at Pricewa-

terhouseCoopers in Prague and Zurich, where

he assisted international clients in a wide ran-

ge of transactions. A British citizen, he started

his career at the Grant Thornton in London. He

holds a Master in Law and History degree from

the University of Cambridge and is a member of the Institute of Chartered Accountants in England and Wales. He fulfills

the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa S.A.

ExhIbIt

Christopher John Minter


29

has been a member of Board of Directors sin-

ce January 10, 2014. He currently works as an

independent consultant for PwC Global Heal-

th Industries, where he was the CEO between

2005 and 2013 and was hired with the purpo-

se of re-launching the healthcare information

technology program. Before joining PwC, he

was the CEO of Franklin Health Inc., a company

he founded. He has worked, since 1983, in the

development of enterprises in the medical and

healthcare fields. He was the CEO of Corning

Franklin Health and of Franklin Health - Per-

sonal Path Systems. He received a Doctor of

Medicine and Masters degree from McGill Uni-

versity. He is also a member of the American

College of Preventative Medicine, has worked

as a professor in several medical institutions in

the United States and is a Director of the Uni-

ted Hospital Fund of New York City and of The Atlantic Council. He fulfills the requisites of independence established in

the Listing Regulations of Level 2 of the BM&FBovespa.

ExhIbIt

David lorne levy


30

has been a member of the Board of Directors of Sul América S.A. since March 2010 and of its Compensation Committee since

2010. He has been President of Bahema Participações S.A. since 1975. Currently he is also a member of the Board of Directors

of the mining and construction materials manufacturing company Eternit S.A., of the textile sector company Tavex, of Companhia

Brasileira de Distribuição (Pão de Açúcar Group), of Valid S.A., of Ideiasnet S.A. and Arezzo S.A., of Gafisa S.A., of Banco Indus-

val S.A. and also of the social wellbeing entity named Esporte Solidário. He is also a member of the advisory board of the assets

management firm Rio Bravo Investimentos S.A. DTVM and of Signatura Lazard Assessoria Financeira Ltda. investment bank. He

is also active on the boards of directors of the non-profit organizations Instituto de Cidadania Empresarial, Lar Escola São Fran-

cisco, Sociedade Harmonia de Tênis, Associação Esporte Solidário and Instituto Ortopédico de Campinas. In the last five years he

was a member of the board of directors of Unibanco Holding, Submarino S.A., Santista Têxtil, Unibanco – União de Bancos Brasi-

leiros S.A., B2W and Avipal. He graduated with a degree in Production Engineering from the Polytechnic School of the University

of São Paulo (USP) and also studied Economics and Politics at Macalester College. He fulfills the requisites of independence esta-

blished in the Listing Regulations of Level 2 of the BM&FBovespa S.A.

ExhIbIt

Guilherme Affonso ferreira


31

has been a member of the Board of Directors of Sul América S.A. since

1997. She has been an executive officer of Sulasa Participações S.A. since

1993 and a member of the Board of Directors of Sul América Capitaliza-

ção S.A. – Sulacap since 2002. She participated in the Strategy Committee

from 1998 to 2002 and also participated in 1993 and 1994 in the Manage-

rial Development Program (“PDG”) in Rio de Janeiro.

has been a member of Board of Directors of Sul América S.A. since 2012,

member of Audit Committee since 2013, and has been a member of the ING

Group for over 27 years, acting in senior management positions in finance,

auditing and risk management. Currently he holds the position of Head of

ING Insurance Investments. From 1999 to 2000 he was the Chief Auditor

for the ING Group in Amsterdam, from 2002 to 2004 he was Regional CFO

and CRO of ING Insurance of the Americas. From 2004 to 2009 he was

CFO and CRO of the Dutch insurance company Nationale-Nederlanden and

from 2009 to 2012 he was CFO and CRO of ING Life India. Prior to joining

the ING Group, he served as an officer of the Dutch Army for 10 years, af-

ter having graduated from the Royal Military Academy.

ExhIbIt

Isabelle rose Marie de Ségur lamoignon

Johannes Martinus Maria boers


32

has been a member of the Board of Directors of Sul América S.A. since 1996 and of the Audit Committee from 2002 to

2012. He is the President of the CNSeg (Brazilian Insurance Confederation) and President of the FENASEG (National Fe-

deration of Private Insurance and Capitalization Companies) since 2010. He was Secretary of Finance of the State of Rio

de Janeiro from 1987 to 1990, President of the National Private Insurance Council from 1985 to 1987, member of the Na-

tional Monetary Council from 1985 to 1987 and from 1979 to 1981, member of the Board of Directors of the Rio de Janeiro

Stock Exchange from 1983 to 1985 and President and Executive Officer of the Brazilian Securities Commission from 1979

to 1981 and from 1977 to 1979, respectively. He was Vice-President of the ABRASCA from 1981 to 1985 and member of

its Board of Directors in 1995. In addition, he was President of Viva-Cred and of IRB-Brasil Resseguros S.A., as well as

member of the Management Board of the IBMEC – Brazilian Institute of Capital Markets and member of the Board of Di-

rectors of Companhia Brasileira de Petróleo Ipiranga, of MBR – Minerações Brasileiras Reunidas S.A., of Generali do Brasil

– Companhia Nacional de Seguros, of MRS Logística S.A., of Caemi Mineração and Metalurgia S.A. and of VARIG – Viação

Aérea Rio Grandense. Currently he is a partner of the law offices of Gouvêa Vieira Advogados and member of the Board

of Directors of Boa Esperança S.A. He graduated with a degree in Law from the Pontifical University of Rio de Janeiro and

holds a master’s degree in Law from the University of Berkeley, in California.

Jorge hilário Gouvêa Vieira


33

has been a member of the Board of Directors of Sul América S.A. since 2000 and of the Audit Committee since March

30, 2012. From 1960 to 1990 he held a number of positions at Swiss Re and was responsible for its operations in Latin

American and in other countries. Currently he is a member of the Board of Directors of captive insurance and reinsurance

companies in a number of countries. He graduated with a degree in Business Administration from the Neuchatel Business

School, in Switzerland, and in Spanish Studies at the University of Madrid. He fulfills the requisites of independence esta-

blished in the Listing Regulations of Level 2 of the BM&FBovespa.

Pierre Claude Perrenoud


34

has been a member of Board of Directors of Sul América S.A. since 1999

and since 2002, a member of the Compensation Committee and, from 2008,

a member of the Governance and Disclosure Committee, as well as a mem-

ber of the Sustainability Committee since 2011 and a member of Investment

Committee since January 10, 2014. He was a member of the Audit Commit-

tee of the Company from 2008 to 2010. He was also the International Pre-

sident of the Council of Businesspeople of Latin America – CEAL from 1998

to 2000 and the first President of the Brazilian Securities Commission. He

was member of the Curators Council (trustee) of the International Accoun-

ting Standards Committee Foundation - IASCF from its creation in 2001 to

2007. He is Chairman of the Chamber of Arbitration of the BM&FBovespa.

Chairman of the Board of BRIx – Energia e Futuros. Member of the Board

of Directors of BNDESPAR – BNDES Participações S.A., member of the advisory board of HVS – Consultoria e Participa-

ções and of Banco Latinoamericano de Exportaciones S.A., and of the curator council of the Padre Anchieta Foundation.

He is a founding partner and current board member of CEBRI – Brazilian Center for International Relations and member

of the GACINT – Group for Analysis of the International Context of the USP. He graduated in with a degree in Economics

from the Federal University of Rio de Janeiro. He fulfills the requisites of independence established in the Listing Regula-

tions of Level 2 of the BM&FBovespa.

roberto teixeira da Costa

thanks for your participation“ “


35

GUIDE FOR SHAREHOLDERS PARTICIPATION AT

THE ANNUAL GENERAL MEETING OF SUL AMÉRICA S.A.

2014

guide for shareholders ... -...

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