MANUAL FOR ATTENDANCE AT THE ANNUAL
AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS
OF SUL AMÉRICA S.A.
Life is unpredictable
And, believe me, this is very good.
Invitation
from Management
Call
Notice
General
Information
4
6
10
Clarification
on the matters to be voted at the Shareholder’s Meetings
Exhibit I
Power of attorney (proxy) templates
Exhibit II
Information on the candidates for the Board of Directors
15
24
27
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Date
March 29, 2017
Place
At the Company’s Head Office
Rua Beatriz Larragoiti Lucas 121, 6th floor – District of Cidade Nova,
Rio de Janeiro – RJ
Time
2:30 p.m.: Reception of shareholders and identification of participants.
3:00 p.m.: Opening of the Annual and Extraordinary Shareholders’ Meetings.
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browse here.
Invitation
from Management
Dear Shareholder,
We are pleased to invite you to the next Annual and Extraordinary Shareholders’ Meetings of Sul América S.A.,
which will be held simultaneously on March 29, 2017 at 3:00 p.m., at the headquarters of the Company located
at Rua Beatriz Larragoiti Lucas 121, 6th floor, District of Cidade Nova, Rio de Janeiro, RJ.
Patrick de Larragoiti Lucas
Chairman of the
Board of Directors
This manual contains a summary of the procedures to be followed by shareholders attending the Shareholders’
Meetings, and some brief details of the matters to be discussed. Accordingly, we intend to encourage decisions
to be made conscientiously and with the participation of all shareholders, whether in person, by proxy, or by
remote voting.
Please read the Management Proposal and other documents related to the Shareholders’ Meetings on the
Company’s investor relations website (www.sulamerica.com.br/ri), on the websites of the CVM (www.cvm.gov.br),
Gabriel Portella Fagundes Filho
Chief Executive Officer
and BM&FBOVESPA (www.bmfbovespa.com.br), or at the Company’s head office. This will help you understand
the matters to be discussed at the Meetings.
We hope to be able to count on your attendance at the
Annual and Extraordinary Shareholder’s Meetings of Sul América S.A. for 2017.
Arthur Farme d’Amoed Neto
Sincerely,
Invitation
from Management
Vice-President of
Controls and Investor Relations
Call
Notice
SUL AMÉRICA S.A.
Corporate Taxpayer’s Registry (CNPJ/MF) no. 29.978.814/0001-87
Company Registry Number (NIRE) 3330003299-1
Brazilian Securities Comission (CVM) no. 02112-1
Publicly-held Company with Authorized Capital
The call Notice for the Shareholders’ Meetings was published in
the Valor Econômico newspaper, national section, on February 22,
23 and 24, 2017 and in the Official Gazette of the State of Rio de
Janeiro, on February 22 and 23 and March 2, 2017, and forwarded to
the CVM (Brazilian Securities Commission) and to BM&FBOVESPA
(Brazilian Securities, Commodities and Futures Exchange) through the
Empresas. Net system, on February 21, 2017, and is also available on
the Company’s investor relations website (www.sulamerica.com.br/ri).
Call
Notice
Call Notice – Annual and Extraordinary General Shareholders’ Meetings – The
Company’s shareholders are hereby called to the Annual and Extraordinary
General Meetings to be held cumulatively on March 29, 2017 at 3:00 p.m., at the
Company’s headquarters located at Rua Beatriz Larragoiti Lucas 121, 6th floor
- Cidade Nova, Rio de Janeiro, RJ, to consider and deliberate on the following
Agenda:
At the Annual General Meeting:
I. verify the management accounts, examine, discuss and vote on the
financial statements for the fiscal year ended on December 31, 2016;
II. approve the allocation of net income from the fiscal year ended on
December 31, 2016;
III.establish the number of members of the Board of Directors for the
2017 term;
IV.appoint the members of the Board of Directors; and
V. establish the management compensation (Board of Directors and Board of
Executive Officers).
At the Extraordinary General Meeting:
Any shareholder (individual or legal entity):
I. approve the increase of the Company’s capital stock, in the amount of
BRL 1,000,000,000.00, through the capitalization of part of the balance of
the Statutory Reserve balance, with new shares attributed to shareholders as
bonus and the consequent amendment of article 5 of the Company’s bylaws;
• evidence of the custody agent of the shares or units of Sul América S.A.,
containing information on ownership and number of shares or units of the Company
and identity document; and
II. approve the adjustment of the Article 16 of the bylaws, in order to record
that the Compensation Committee of the Company is now called Human
Capital Committee; and
III.approve the consolidation of the Company’s bylaws.
Pursuant to CVM Instruction 165/91, as amended by CVM Instruction 282/90
and Article 4 of CVM Instruction CVM 481/09, it is hereby stated that the
minimum percentage to request the adoption of cumulative voting is 5% (five
percent) of the Company’s voting capital.
• in case the shareholder is represented by proxy, identity document of the
attorney-in-fact present at the Meetings and power-of-attorney with specific
powers, granted under 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
recognized in a notary’s office.
In the case of a shareholder which is a legal entity, the following documents must
also be submitted:
• updated bylaws or articles of association, duly registered with the competent
registration body;
The rights provided for in items I and II of Paragraphs 4 and 5 of Article 141 of
Law 6,404/76 are hereby assured for the election of members of the Company’s
Board of Directors.
• document which evidences the powers of representation (minutes of meeting
at which the legal representative(s) was(were) appointed, whether they are present
at Meetings or have signed a representation proxy, if this is the case); and
In order to participate in the Meeting, shareholders must present the following
documents, either in original or certified copy:
• in case of investment funds, its regulation and the documents referred to
above in relation to the administrator.
Call
Notice
The Company also informs that it will adopt the remote voting system, allowing
shareholders to attend the Meetings by delivering the Distance Voting Bulletin to
the custodian agents, the book-keeper or directly to the Company, according to
the instructions contained in the Participation Manual and in the Management
Proposal.
In compliance with Instruction CVM 481/09, as amended, the documents pertinent
to the Agenda are available to the shareholders at the Company’s headquarters
and can be viewed both on CVM’s website (www.cvm.gov.br) and the Company’s
investors relations page (www.sulamerica.com.br/ri).
Rio de Janeiro, February 21, 2017 – The Board of Directors.
Call
Notice
General
Information
Who can attend?
All of the shareholders, or their respective proxies, that can evidence ownership of
the shares or units of the Company may attend the Meetings.
ii. restated bylaws or articles of association, duly filed with the
applicable registry;
I) Attendance in person
iii. a document evidencing the powers of representation (if they are not
shown in the actual articles of association): minutes of the election of the
legal representative(s) that is present or that executed the power of attorney,
if applicable;
The shareholders must attend the Meetings in person or be represented by a
proxy at the place and at time of the Meetings, holding the following documents:
iv. for the case of an investment fund, the relevant regulations and the
abovementioned documents in relation to the administrator; and
How to attend?
v. ID of the legal representative or proxy present.
Individual shareholder:
i. evidence of the custodian of the shares or units of Sul América S.A., containing
information on 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); and
ii. ID card of the shareholder or proxy, as the case may be.
Legal entity shareholder:
i. evidence of the custodian of the shares or units of Sul América S.A., 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);
General
Information
How to be represented by a proxy?
In addition to the documents referred to above, the shareholder may be
represented by an attorney-in-fact appointed less than 1 year ago, which may be
a shareholder, a manager of the Company, attorney lawyer, a financial institution
or an administrator of investment funds that represents the shareholders. The
proxy-holder must present an identity document.
The Company provides in Exhibit I hereto models of powers of attorney that may
be adopted, at the shareholder’s discretion, in case of representation by proxy.
When to present the documentation?
We stress that early remittance of said documentation speeds up the preparation
of the Meetings; however, it is not represent a requirement nor represents any
The documentation must be presented at the moment of arrival of the
hindrance for attendance of the shareholders.
shareholder or of its proxy at the place where the Meetings will be held. In order
to facilitate the proceedings and avoid delays in commencement of the event,
II) Participation by remote voting:
the Company asks that the shareholders preferably send the abovementioned
documents 2 business days in advance of the Meetings, by courier,
According to the new rules introduced by CVM Instruction No. 561/15, in 2017
mail or email.
the Company shall adopt a remote voting system allowing shareholders to
The documents must be posted to:
participate in the Meetings by filling out the respective remote ballot paper, which
is made available on the date hereof on Companies investor relations website
(www.sulamerica.com.br/ri), and on the websites of the CVM (www.cvmgov.br;) and
Sul América S.A.
Superintendência de Governança Corporativa
e Societária SUGOC
BM&FBOVESPA
Tel: +55 21 2506 4242
[email protected]
Rua Beatriz Larragoiti Lucas, 121, 6º andar
Cidade Nova, Rio de Janeiro/RJ
CEP 20211-903
fill out ballot paper as from the date hereof until a maximum of 7 days before the
(www.bmfbovespa.com.br;).
Shareholders who choose to participate in the Meetings by remote voting may
date of the Meetings, that is, by March 22, 2017. In addition, at the shareholders’
discretion, the ballot paper (i) may be sent directly to the Company; (ii) filling
instructions may be sent the custodian; or (iii) may be sent through the tool
provided by the Company’s bookeeping agent (Itaú Corretora de Valores S.A.).
General
Information
Remote ballot paper sent directly to the Company
Shareholders who choose to send the remote ballot paper directly to SulAmérica
shall send, by March 22, 2017, the following documents to email governanca.
[email protected] or to the following address: Rua Beatriz Larragoiti
Lucas, 121, 6° andar/ala norte,Cidade Nova, CEP 20211-903, Rio de Janeiro/RJ, to the
attention of Superintendência de Governança Corporativa e Societária - SUGOC:
(i) printed copy of the remote ballot paper duly filled out, initialed on all pages
We emphasize that, in case of inconsistency between the remote ballot paper
received directly by the Company and any voting instructions sent to the
custodians or the bookeeping agent of the shares or units of the Company, the
latter shall prevail, and the remote ballot paper received directly by the Company
shall be disregarded, according to applicable legislation.
If deemed required, the shareholder may, by March 22, 2017, rectify or resend the
remote ballot paper and the accompanying documents.
and with notarized signature; and
(ii) certified copy of the documents listed on page 8 above.
If a shareholder chooses to attend the Meetings in person or by proxy, after
sending the remote ballot paper, the remote voting instruction received by the
Upon receipt of the remote ballot paper and the accompanying documents, the
Company may be disregarded, if the shareholder requests to exercise their vote
Company shall notify the shareholder, within 3 days, about the receipt of the
in person.
ballot paper, the acceptance thereof or any need to rectify or resend the remote
ballot paper or the accompanying documents.
In case the remote ballot paper sent directly to the Company is not completely
filled out, or lacking the support documents as provided for in item (ii) above,
Remote ballot paper sent through custodians or bookeeping agents
Shareholders who choose to exercise their voting rights may also do so
it shall be disregarded and such information shall be sent to the shareholder
through their custodians or bookeeping agents of the shares or units of the
via his/her contact email to be informed in item 3 of the ballot paper
Company (Itaú Corretora de Valores S.A.), provided that the rules established
(“Filling Instructions”).
by them are observed.
General
Information
For such purpose, the shareholders shall contact their custodians and confirm
the procedures established by them for issuance of voting instructions via
remote ballot paper. Itaú Corretora de Valores S.A., the bookeeping agent of the
shares and units of the Company, has made available a website for shareholders
who wish to exercise their voting rights via remote ballot paper. Please access
www.itau.com.br/securitiesservices, select “Escrituração de Ações”, and then click
on “Assembleia Digital”.
The Company clarifies that, according to the applicable legislation,
BM&FBOVESPA shall, upon receiving voting instructions from the shareholders
through their respective custodians, disregard any instructions that contain
inconsistencies regarding the same resolution that have been issued by the
same shareholder.
Who can vote on the matters of the Agenda of the Meetings?
The holders of common shares may vote on all of the matters included in the
Agenda of the Meetings, with each common share being entitled to one vote.
Considering that the units of Sul América S.A. are certificates of deposit of
shares, each one of them representing one common share and two preferred
shares issued by the Company, the holders of units may exercise all of the
prerogatives conferred to the shares represented by their units.
General
Information
There are also specific rules for election of the members of the Board of
Directors, as detailed in section 4 of this Manual (multiple vote and separate
vote), which are also extended to the preferred shares.
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 clarifications for attendance at
the Meetings, contact:
Sul América S.A.
Superintendência de Governança Corporativa
e Societária SUGOC
Tel: +55 21 2506 4242 / 8267 / 8990
[email protected]
Supplementary information concerning the matters addressed in the
Agenda of the Meetings, as well as in this Manual, is available for query
and download on the Company’s website (www.sulamerica.com.br/ri) and
on the websites of the Brazilian Securities Commission (CVM) (www.cvm.
gov.br) and of the BM&FBOVESPA (www.bmfbovespa.com.br).
Information
on matters that are to be
resolved at the Meetings
Agenda of the Annual Shareholder’s Meeting.
I. To verify the management accounts, examine, discuss and vote on the financial
statements for the fiscal year ended December 31, 2016;
Clarifications:
The Company’s management will present to the shareholders a general
overview of its results, as well as of the main events of the fiscal year 2016.
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, Deloitte Touche Tohmatsu Auditores
Independentes, which issued a favorable opinion for their approval, and were
likewise reviewed by the Audit Committee of the Company and approved by the
Board of Directors.
The financial statements of the Company were based on the International
Financial Reporting 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 - national section, and in the Official Gazette of the State of Rio de
Janeiro on February 22, 2017.
In addition to the financial statements, the following documents are also available
on the websites of the Company (www.sulamerica.com.br/ri), CVM (www.cvm.
Information
on matters that are to be resolved at the Meetings
gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br): the management report,
the management comments on the Company’s financial condition, the Audit
Committee’s report, the independent auditors’ report and the remote ballot paper,
all of which in compliance with Article 9 of CVM Ruling No. 481/09, as amended.
Representatives of the independent auditors and the Coordinator of the Audit
Committee will be present at the Meetings so as to provide any clarifications that
may be necessary.
Company Management Proposal:
The Company management proposes that the shareholders examine the
management accounts and the financial statements for the fiscal year ended
December 31, 2016, and after careful consideration approve said documents as
approved by the Board of Directors at a Meetings held on February 21, 2017, and
published by the Company on February 22, 2017 in the Official Gazette of the
State of Rio de Janeiro and in the Valor Econômico newspaper, national section.
To approve the allocation of net income from the fiscal year ended December 31, 2016;
Clarifications:
Allocation of net income for the period consists of determining the amounts
of income for the year that will be allocated to the Company’s reserves or
distributed to the shareholders as dividends.
The Bylaws of the Company establish in their Article 31 that net income for the
year will be allocated as follows:
Income for the year and proposal for its allocation:
2016 (in R$ thousands)
a) 5% for establishment of the legal reserve, up to an amount equivalent to 20%
of capital stock. Establishment of the legal reserve may be waived in a fiscal year
when its balance, after adding the amounts of the capital reserves, exceeds 30% of
capital stock;
b) 25% of adjusted net income, pursuant to Article 202 of Law No. 6404/76, for
distribution to the shareholders on account of the mandatory dividend; and
Establishment of the statutory reserve may be waived by resolution of the
Shareholders’ Meeting in the event of payment of a dividend that is additional
to the minimum mandatory dividend. Once the limit established in Article 199 of
Law 6404/76 has been reached, the Shareholders’ Meeting, by proposal of the
management bodies, must resolve on the relevant allocation: (a) capitalization; or
(b) distribution of dividends to the shareholders.
Information
on matters that are to be resolved at the Meetings
695.257
(-) Establishment of legal reserve (5%)
34.763
Adjusted net income (Art. 202, Laws 6404/76 and 10303/01)
660.494
Mandatory dividend
c) with due regard for the allocations provided for in the previous items, up to
71.25% for establishment of the statutory reserve intended for expansion of the
corporate business.
The allocation of income shown in the table below is reflected
in the Financial Statements, under the assumption that it is approved by the
Annual Shareholders’ Meeting.
Net income for the year
(1)
25% of adjusted net income (Art. 202, Law 6404/76 and 10303/01)
165.123
(-) Interest on shareholders’ equity to be considered in the
mandatory dividends (net of tax)
84.417
Balance of mandatory dividend payable
80.706
Total proposed dividend – (R$0.0803632874789384 per common or preferred
share and R$0.2410898624368150 per unit as of December 31, 2016)
80.706
Establishment of reserve for business expansion ¹
481.788
The calculation of the amount for the statutory reserve for business expansion takes into account the gross
amount of interest on shareholders’ equity declared by the Company, totaling R$98 million.
Dividends are scheduled to be paid as from April 18, 2017 and will be based on the
shareholdings as the date of the Meetings, i.e., on March 29, 2017.
III.To establish the number of members of the Board of Directors for
the 2017 term of office;
Company Management Proposal:
Clarifications:
The Company management proposes that the shareholders examine the
allocation of income for the year ended December 31, 2016, according to the table
above, as approved by the Board of Directors at a meeting held on February 21,
2017, and mentioned in the Management Report.
According to Article 12 of the Company’s by-laws, the Company Board of
Directors consists of at least 5 members, with a maximum of 11, including 1
Chairman, all to be natural persons, resident in Brazil or abroad, elected by the
The allocation of income shown in the table above is reflected in the Company’s
financial statements, under the assumption that it is approved by the
Shareholders’ Meeting.
Shareholders’ Meeting with a concurrent term of office of 1 year. Reelection is
permitted. The Annual Shareholders’ Meetings shall also establish the number
of members of the Board of Directors (subject to the minimum and maximum
numbers indicated above) for each term of office.
Additional information on the income allocation proposal presented by management,
including a comparison with previous years, is available on the websites of
Company Management Proposal:
the Company (www.sulamerica.com.br/ri), of the CVM (www.cvm.gov.br) and of
BM&FBOVESPA (www.bovespa.com.br), in accordance with Article 9, sole paragraph,
section II, of CVM Ruling No. 481/09, as amended.
The Company management proposes that the Board of Directors consists of 10
members for the current term of office, until the Annual Shareholders’ Meeting to
be held in 2018.
Information
on matters that are to be resolved at the Meetings
IV.To elect the members of the Board of Directors;
order to collectively elect a member of the Board of Directors, provided they
represent at least 10% of the capital stock of the Company.
Clarifications:
The voting process may be as follows:
- As a general rule, by simple vote, (forming a complete slate of candidates for the
vacancies on the Board of Directors, which is submitted to the consideration of
the shareholders).
- Exception: by multiple vote (each common share is attributed as many votes as
the number of positions to be filled on the Board of Directors of the Company.
This may be requested 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);
- Exception: by separate vote (whether in the simple or multiple vote process,
election of a member is assured by separate vote, excluding the controlling
shareholder, by the majority of the holders of common shares that represent at
least 15% of voting shares, as well as by the majority of the holders of preferred
shares that represent at least 10% of the capital stock of the Company. In case
the requirements above are not met, the shareholders may join their shares in
Information
on matters that are to be resolved at the Meetings
The right to elect members of the Board of Directors of the Company separately
may only be exercised by shareholders that may evidence uninterrupted
ownership of the required equity interest during the 3 months immediately prior
to the date of the Meeting.
Pursuant to applicable legislation, a shareholder that nominates a member of
the Board of Directors must, in the same act, (i) present a copy of a declaration
informing that there is no impediment for his/her election, or that he/she has
obtained from the nominee information that he/she is capable of executing such
instrument; and (ii) a résumé of the candidate showing at least his/her qualifications,
professional experience, educational background, primary professional activity
performed currently and indication of what positions he/she holds in boards of
directors, fiscal or advisory councils of other companies, if applicable.
Company Management Proposal:
The Company management proposes the reelection for a term of office of 1 year,
up to when the Annual Shareholders’ Meeting for 2018 is held, of the following
members to make up the Board of Directors:
Patrick Antonio Claude de Larragoiti Lucas
Chairman
Carlos Infante Santos de Castro
Board member
Christopher John Minter*
Board member
Claude Perrenoud, Roberto Teixeira da Costa and Renato Russo, who meet
the independence requirements established in BM&FBOVESPA Level 2 Listing
Regulations.
The number proposed, equivalent to 60% of the total members of the board, is
David Lorne Levy**
Board member
thus greater than that required by the BM&FBOVESPA Level 2 Listing Regulations
Guilherme Affonso Ferreira
Board member
(which require that the Board of Directors comprise a minimum of 20% of
Independent Directors.
Isabelle Rose Marie de Ségur Lamoignon
Board member
Jorge Hilário Gouvêa Vieira
Board member
The Company management has determined that the members of the Board of
Pierre Claude Perrenoud
Board member
Directors shall be elected by simple vote, with a full slate of candidates for the
Renato Russo
Board member
Roberto Teixeira da Costa
Board member
(*) Nominated by minority shareholder Swiss Re Direct Investments Company Ltd
(**) Nominated by minority shareholder International Finance Corporation
vacancies on the Board being submitted to the consideration of the shareholders,
unless a multiple vote is called for.
Exhibit II to this Manual includes the résumés of the candidates for the Board. In
addition, detailed information, including their professional experience, is available on
the websites of the Company (www.sulamerica.com.br/ri), of the CVM (www.cvm.gov.
The Company management proposal for 2017 designates 6 Independent Directors:
br) and of BM&FBOVESPA (www.bmfbovespa.com.br), in accordance with Article 10
Messrs. Christopher Minter, David Lorne Levy, Guilherme Affonso Ferreira, Pierre
of CVM Ruling No. 481/09, as amended.
Information
on matters that are to be resolved at the Meetings
V. To establish the management compensation
(Board of Directors and Board of Executive Officers).
of the Annual Shareholders’ Meeting in 2017 to the Annual Shareholder’s
Meeting in 2018.
Clarifications:
The Bylaws of the Company determine that it is incumbent upon the
Annual Shareholders’ Meeting to establish the overall compensation of
the members of the Board of Directors and of the Executive Board, and
that it is incumbent upon the Board of Directors to define the individual
compensation of the members of the Board of Directors and of the
Executive Board.
The compensation of the Company management is compatible with the
best market practices and based on a Compensation Policy approved
by the Board of Directors, with the primary purpose of aligning the
interests of key management personnel with the goals of the Company,
thus helping to motivate and retain qualified professionals to carry out
their functions.
Company management proposal:
The Company management proposes an overall amount of
R$ 6,200,000.00 for compensation of its management (Board of
Directors and Board of Executive Officers) for the period from the date
Information
on matters that are to be resolved at the Meetings
More information on management compensation is given on the websites
of the Company (www.sulamerica.com.br/ri), of the CVM (www.cvm.gov.br) and
of BM&FBOVESPA (www.bmfbovespa.com.br) in compliance with Article 12 of
CVM Ruling 481/09. The Compensation Policy is available on the Company
website, www.sulamerica.com.br/ri.
Agenda of the Extraordinary Shareholders’ Meeting
I. To approve the increase of the Company’s capital stock, in the amount of
R$1,000,000,000.00 through the capitalization of part of the balance of the
Statutory Reserve, with new shares attributed to shareholders as bonus, and
the consequent amendment of article 5 of the Company’s bylaws;
Clarifications:
This is a capital increase resulting from the transfer of part of the balance
of the profits reserve account (particularly, the Statutory Reserve account)
to the capital account, without change in the net equity of the Company.
The capital increase, if approved by the shareholders, shall result in the
distribution, as bonus, of 160,256,410 new shares, of which 80,325,729 are
common shares and 79,930,681 are preferred shares with no par value, in
the proportion of 15.6775141 new common shares to each lot of 100 common
shares, and 15.6775141 new preferred shares to each lot of 100 preferred
shares. The shares arising out of the bonus shall be automatically combined
in units, subject to the proportion of 1 common share and 2 preferred shares
per unit.
The bonus shares shall always be distributed in whole numbers, so that,
under Article 169, paragraph 3, of Law 6404/76, the fractions resulting from
the bonus shall be sold on the BM&FBOVESPA on a date to be disclosed
by the Company, and the net proceeds obtained in such sale shall be
made available to shareholders holding any fractions in their respective
proportions.
Prior to the sale on the BM&FBOVESPA as mentioned above, from March
30, 2017 to May 5, 2017 shareholders may negotiate among themselves the
fractions received as a result of the bonus.
shareholders, as bonus, 160,256,410 new shares, of which 80,325,729 are
common shares and 79,930,681 are preferred shares with no par value, in
the proportion of 15.6775141 new common shares to each lot of 100 common
shares, and 15.6775141 new preferred shares to each lot of 100 preferred
shares. The shares arising out of the bonus shall be automatically combined
in units when applicable, subject to the proportion of 1 common share and 2
preferred shares per unit, with the corresponding amendment to the main
provision of Article 5 of the Company’s Bylaws.
II. to approve the adjustment of Article 16 of the bylaws, in order to record
that Compensation Committee of the Company is now called Human Capital
Committee.
Clarifications:
This is only a formal adjustment so that the name of the Committee reflects
its duties.
Company management proposal:
Company management proposal:
The Company management proposes that the shareholders approve the
Company’s capital increase in the amount of R$ 1,000,000,000.00 upon
capitalization of part of the statutory reserve balance, allocating to the
Information
on matters that are to be resolved at the Meetings
The Company management proposes that the shareholders approve an
amendment to Article 16 of the bylaws to formalize the change in name of
the Compensation Committee to Human Capital Committee.
III. To approve the restatement of the Company’s bylaws.
Clarifications:
This is a restatement of the Company‘s bylaws in order to reflect the
amendments proposed herein.
Company management proposal:
The Company management proposes to its shareholders the restatement of
the Company’s bylaws as a result of the amendments proposed.
The restated version of the bylaws reflecting the proposed changes is
provided for In the Management Proposal.
This Manual is available in an electronic version, on the following websites:
Sul América S.A. (in Portuguese and English):
www.sulamerica.com.br/ri
Brazilian Securities Commission – CVM:
www.cvm.gov.br
Brazilian Securities, Commodities and Futures Exchange BM&FBOVESPA S.A.:
www.bmfbovespa.com.br
Information
on matters that are to be resolved at the Meetings
Exhibit I
Power of Attorney Templates
I. Template of Power of Attorney in which the shareholder establishes the
voting guidelines to be followed by his/her/its attorney-in-fact:
POWER OF ATTORNEY
[SHAREHOLDER], [IDENTIFICATION] (“Grantor”), hereby names and appoints
as his/her/its attorney(s)-in-fact Mr./Messrs. [NAME], [NATIONALITY], [MARITAL
At the Annual Shareholder’s Meeting:
(1) To verify the management accounts, examine, discuss and vote on the
financial statements for the fiscal year ended December 31, 2016:
( ) In favor ( ) Against ( ) Abstain
STATUS], [PROFESSION], bearer of Identity Card RG No. [ ], enrolled with the
(2) To approve the allocation of income from the fiscal year ended
December 31, 2016:
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. [ ],
resident and domiciled in the City of [ ], State of [ ], at [ ] [No.], (“Grantee(s)”), to
represent the Grantor, in his/her/its capacity as shareholder of Sul América
S.A., in the Annual and Extraordinary Shareholders’ Meetings that are to be
held upon first call on March 29, 2017, at 3:00 p.m., at the headquarters of
( ) In favor ( ) Against ( ) Abstain
(3) To establish the number of members of the Board of Directors for
the 2017 term of office:
( ) In favor ( ) Against ( ) Abstain
the Company, at Rua Beatriz Larragoiti Lucas, 121, District of Cidade Nova,
(4) To elect the members of the Board of Directors:
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, and on the basis
of the Company management’s proposal:
Exhibit I
Power of Attorney Templates
( ) In favor ( ) Against ( ) Abstain
(5) To establish the management compensation
(Board of Directors and Board of Executive Officers):
( ) In favor ( ) Against ( ) Abstain
At the Extraordinary Shareholder’s Meeting:
(1)
To approve the increase of the Company’s capital stock, in the amount
of R$1,000,000,000.00, through the capitalization of part of balance of
the Statutory Reserve, with new shares attributed to the shareholders as
bonus, and the consequent amendment to Article 5 of the bylaws;
( ) In favor ( ) Against ( ) Abstain
(2) To approve the adjustment of Article 16 of the Bylaws, in order to record
that the Compensation Committee of the Company is now called Human
Capital Committee;
( ) In favor ( ) Against ( ) Abstain
(3) To approve the consolidation of the Company’s Bylaws:
( ) In favor ( ) Against ( ) Abstain
II. Template of Power of Attorney in which the shareholder does not establish
the voting guidelines to be followed by his/her attorney-in-fact:
POWER OF ATTORNEY
[SHAREHOLDER], [IDENTIFICATION] (“Grantor”), 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 Individual
Taxpayers Register of the Ministry of Finance under CPF/MF No. [ ], resident and
domiciled in the City of [ ], State of [ ], at [ ] [No.], (“Grantee(s)”), to represent the Grantor,
in his/her/its capacity as shareholder of Sul América S.A. (“Company”), in the Annual
and Extraordinary Shareholders’ Meetings that is to be held upon first call on March
29, 2017, at 3:00 p.m., at the headquarters of the Company, at Rua Beatriz Larragoiti
Lucas, 121, District of 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, and on the basis of the Company management’s proposals.
Place, [month] [day] [year]
Place, [month] [day] [year]
Certified signature of the Grantor
Certified signature of the Grantor
Exhibit I
Power of Attorney Templates
Exhibit II
Information on the candidates
for members of the
Board of Directors
Chairman:
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors of Sul América S.A. and of its 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 Chief Executive Officer of the Company
from 1998 to 2010, and of its subsidiaries from 1999 to 2010. He has been a board member
of Geneva Association since 1999, having also been a member of the Board of Directors
of Unibanco Holding of the Instituto de Estudos em Saúde Suplementar (Institute for
Studies on Supplementary Health) and Vice-President of the CNSeg, 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 in Business Administration from the Getúlio Vargas Foundation
in São Paulo.
Exhibit II
Information on the candidates for members of the Board of Directors
Board members:
Carlos Infante de Castro
Full member of the Board of Directors of Sul América S.A. since 2006, a member of
the Investments Committee since 2002 and of the Audit Committee of the operational
companies of the SulAmérica Group since 2014. Currently he is a member of the Board of
Directors of a number of operational subsidiaries of the SulAmérica Group, in the areas of
property and casualty, health and life, insurance, as well as private pension, investments
and special savings. He is also a member of the board of directors of Caixa Capitalização
S.A., in addition to being a member of the Ethics Committee of Confederação Nacional de
Seguradoras (CNSeg). At the SulAmérica Group, he also held the positions of president
of Sul América Capitalização, corporate vice-president, financial vice-president and vicepresident for private pension and special savings plans. He was President of GTE-Multitel
(telecommunications equipment) and officer for new businesses of the CataguazesLeopoldina Group (now Energisa) in Rio de Janeiro. He graduated in Electrical Engineering
from the Pontifical Catholic University of Rio de Janeiro and holds an MBA from the
University of Stanford, USA, as well as a Master of Sciences in Industrial Engineering,
also from the University of Stanford. He is a director certified by the Brazilian Institute of
Corporate Governance (IBGC).
Exhibit II
Information on the candidates for members of the Board of Directors
Christopher John Minter
Member of the Board of Directors of Sul América S.A. since 2014, a member of the Audit
Committee and the Governance Committee since January 13, 2014, and is also global
responsible for managing the main investment and for acquisitions of the Swiss Re Group.
In this position, he is responsible for managing the main investment portfolio and merger
and acquisitions strategies of Swiss Re. Before joining this group, between 2001 and 2012
he held several senior positions at Deutsche Bank notably: Head of Private Equity, Head of
Corporate Investments and Head of Corporate Development. In these positions, he managed
the portfolios of illiquid assets for the bank and institutional and private clients. From 1993
to 2001, he worked for PricewaterhouseCoopers in Prague and Zurich, advising international
customers on an extensive range of transactions. A British citizen, he began his career
at Grant Thornton in London. He holds a Masters in Law and History from Cambridge
University and is a member of the Institute of Chartered Accountants of England and Wales.
He meets the independence requirements established in the BM&FBOVESPA S.A. Level 2
Listing Regulations.
Exhibit II
Information on the candidates for members of the Board of Directors
David Lorne Levy
Member of the Board of Directors of Sul América S.A. since 2014. He currently is the CEO
of AposTherapy. Between 2005 and 2013, he was CEO of PwC Global Health Industries, the
world’s largest professional services company, handling all types of healthcare assistance,
with revenues of more than US$2 billion. Before joining PwC, he was CEO of Franklin Health
Inc., which he founded, and which is now part of Alere, a pioneer in care management,
having transformed the care of complex cases in the United States. Since 1983, he has been
involved in developing enterprises in the medical and healthcare assistance field and holds
a degree in medicine from McGill University, with a Masters in epidemiology from the same
institution. He is a member of the American College of Preventative Medicine, has worked as
a professor at several institutions in the medical field in the United States, and is a Member
of the Board of the United Hospital Fund of New York City and The Atlantic Council.
He meets the independence requirements established in the BM&FBOVESPA Level 2
Listing Regulations.
Exhibit II
Information on the candidates for members of the Board of Directors
Guilherme Affonso Ferreira
Member of the Board of Directors of Sul América S.A., and of the Compensation Committee
since 2010. He is a partner in Teorema Gestão de Ativos since 1998. He is currently a
member of the Board of Directors of Petrobras, Gafisa S.A., Valid S.A., Arezzo S.A. and Time
for Fun S.A., all public companies listed on the BM&FBOVESPA. He also has a sit on the
management committees of the charitable entities Instituto de Cidadania Empresarial,
Esporte Solidário and AACD. Over the last 10 years he has been a member of the Board of
Directors of Unibanco Holdings S.A., Unibanco S.A., B2W S.A., Santista Têxtil S.A. and Avipal S.A.
He graduated in Production Engineering from the Polytechnic School of the University of
São Paulo (USP), having also attended Economics and Politics at Macalester College.
He meets the independence requirements established in BM&FBOVESPA Level 2
Listing Regulations.
Exhibit II
Information on the candidates for members of the Board of Directors
Isabelle Rose Marie de Ségur Lamoignon
Member of the Board of Directors of Sul América S.A. since 1997. She is also a member of
the Board of Directors of Saspar Participações S.A., Sulasa Participações S.A. and Officer of
Emabe Participações S.A. She was a member of the Strategy Committee from 1998 to 2002,
having participated in 1993 and 1994 in the Management Development Program (“PDG”) in
Rio de Janeiro, in addition to the Management’s Development Program (“PDC”) at Fundação
Dom Cabral in 2014, in Belo Horizonte, state of Minas Gerais.
Exhibit II
Information on the candidates for members of the Board of Directors
Jorge Hilário Gouvêa Vieira
Member of the Board of Directors of Sul América S.A. since 1996 and was a member of its
Audit Committee from 2002 to 2012. He was president of the CNSeg (National Confederation
of General Insurance, Private Pension and Life Insurance, Supplementary Healthcare and
Savings Plans Companies) and president of the FENASEG (National Federation of Private
Insurance and Savings Bond Companies) from 2010 to 2013. He was State Secretary of
Finance of Rio de Janeiro from 1987 to 1990, president of the National Council for Private
Insurance, from 1985 to 1987, member of the National 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 ABRASCA from 1981 to 1985 and a member of the Board of Directors in 1995. He was
also president of Viva-Cred and IRB-Brasil Resseguros S.A., as well as a member of the
steering council of IBMEC – the Brazilian Capital Markets Institute and member of the Board
of Directors of Companhia Brasileira de Petróleo Ipiranga, MBR – Minerações Brasileiras
Reunidas S.A., Generali do Brasil – Companhia Nacional de Seguros, MRS Logística S.A.,
Caemi Mineração, Metalurgia S.A. and VARIG – Viação Aérea Rio Grandense. He is currently
a partner at law firm Gouvêa Vieira Advogados and member of the Board of Directors da
Boa Esperança S.A. He holds a Law Degree from the Pontifical Catholic University of Rio de
Janeiro and an LLM from the University of Berkeley, California (1968-1969).
Exhibit II
Information on the candidates for members of the Board of Directors
Pierre Claude Perrenoud
Member of the Board of Directors of Sul América S.A. since 2000 and of the Audit
Committee since, 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 in Business Administration from the Neuchatel Business
School, in Switzerland, and in Spanish Studies from the University of Madrid. He meets the
independence requirements established in BM&FBOVESPA Level 2 Listing Regulations.
Exhibit II
Information on the candidates for members of the Board of Directors
Renato Russo
Member of the Board of Directors of SulAmérica S.A. since 2014 and of the Sustainability
Committee since 2016. He has broad experience in the finance and insurance markets,
where he held various leadership positions in these markets’ representation bodies, including
Director Vice-President of Fenaprevi - Federação Nacional de Previdência Privada e Seguros
de Pessoas. He has a relationship of 23 years with SulAmérica, where he held several
executive positions, including as Risk Manager of Banco Sul América, CEO of Sul América
Investimentos, Vice-President of the Life and Private Pension business unit. He is currently
partner of R2DM Liderança e Gestão Organizacional. He is a member of the coordination
group of FEA-USP Núcleo de Estudos e Pesquisa Decide. Renato Russo graduated in Social
Science from the University of São Paulo (1985), attended the Warthon Business School’s
Advanced Management Program (2001), and holds a master of Professional Business
Administration with major in strategy from INSPER (2010).He meets the independence
requirements established in the BM&FBovespa S.A. Level 2 Listing Regulations.
Exhibit II
Information on the candidates for members of the Board of Directors
Roberto Teixeira da Costa
Member of Board of Directors of Sul América S.A. since 1999 and since 2002, a member
of the Compensation Committee. He has also been a member of the Governance and
Disclosure Committee since 2008, of the Sustainability Committee since 2011, and of
the Investment Committee since 2014. He was a member of the Audit Committee of
the Company from 2008 to 2010. He was International President of the Council of
Businesspeople of Latin America – CEAL from 1998 to 2000 and the first President of
the Brazilian Securities Commission. He was a trusted at the International Accounting
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, a board member of the IRI – International Relations Institute of the
University of São Paulo, and a board member of Masp – São Paulo Art Museum. He is a
member of the International Advisory Council of Fundação Dom Cabral, of the board of
directors of Interamerican Dialogue in Washington, and also of the Strategy Council of Banco
Finantia (Portugal), of the supervisory board of CEBRI – Brazilian Center for International
Relations and of the GACINT – Group for Analysis of the International Context of the USP.
He graduated in Economics from the Federal University of Rio de Janeiro. He meets the
independence requirements established in BM&FBOVESPA Level 2 Listing Regulations.
Exhibit II
Information on the candidates for members of the Board of Directors