1. business and industrial
2. company
3. annual report

Reference Form – 2014 – SUL AMERICA S/A
Version: 19
Table of contents
1. People responsible for this form’s contents
1.1 - Statement and identity of the people responsible
5
2. Independent auditors
2.1/2.2 – Auditors’ identification and fees
2.3 – Other relevant information
6
4
3. Selected financial information
3.1 – Financial information
3.2 – Non-accounting measurements
3.3 – Events subsequent to the last financial statements
3.4 – Income allocation policy
3.5 – Dividend distribution and earnings retention
3.6 – Declaration of dividends charged to the account of retained earnings or reserves
3.7 – Indebtedness level
3.8 – Obligations according to their nature and maturity
3.9 – Other significant information
10
11
12
13
14
16
17
20
21
4. Risk factors
4.1 – Description of risk factors
4.2 – Comments on expectations about changes in the exposure to risk factors
4.3 – Non-confidential and material legal actions, administrative proceedings or arbitrations
4.4 – Non-confidential legal actions, administrative proceedings or arbitrations which
opposing parties are management members, former management members,
controlling interest holders, former controlling interest holders, or investors
4.5 – Material, confidential lawsuits
4.6 – Joint non-confidential, material recurrent or related legal actions, administrative
proceedings or arbitrations
4.7 - Other material contingencies
4.8 - Rules of the country of origin and of the country where securities are held in custody
26
38
39
5.1 – Description of the main risk factors
5.2 - Description of the policy on market risk management
5.3 - Significant changes in the main market risks
5.4 - Other significant information
49
52
55
56
42
43
44
46
48
5. Market risk
6. History of the issuer
6.1 / 6.2 / 6.4 - Incorporation of the issuer, duration and registration date with the CVM
6.3 - Brief history
6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
6.6 - Information on the petition for bankruptcy based on material amount or in or out-of-court
reorganization proceedings
6.7 - Other significant information
57
58
61
73
74
7. Operations of the issuer
7.1 - Description of the operations of the issuer and its subsidiaries
7.2 - Information on operating segments
7.3 - Information on the products and services related to the operating segments
7.4 - Clients that account for more than 10% of total net revenues
7.5 - Material effects of government regulations on operations
7.6 - Material foreign income
7.7 - Effects of foreign regulation on activities
7.8 - Material long-term relationships
7.9 - Other significant information
75
78
80
99
200
105
109
113
117
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
8. Economic group
8.1 - Description of the Economic Group
8.2 - Organization chart of the Economic Group
8.3 - Restructuring transactions
8.4 - Other significant information
110
113
114
116
9. Material assets
9.1 – Material non-current asset items – others
9.1 – Material non-current assets items / 9.1.a – Property and equipment
9.1 – Material non-current asset items / 9.1.b Patents, brands, licenses, concessions,
franchises and technology transfer contracts
9.1 - Material non-current asset items / 9.1.c – Ownership interests in companies
9.2 - Other significant information
117
118
119
176
178
10. Comments from executive officers
10.1 - General financial and equity condition
10.2 - Operating and investment income
10.3 - Occurred and expected events with material effects on the financial statements
10.4 - Significant changes in accounting practices - Exceptions and emphases in the
auditors’ opinion report
10.5 - Critical accounting policies
10.6 - Internal controls related to the preparation of financial statements – efficiency level
and weakness and recommendations in the auditors’ report
10.7 - Use of proceeds from public offerings and possible deviations
10.8 - Material items not reported in the financial statements
10.9 - Comments on items not reported in the financial statements
10.10 - Business plan
10.11 - Other factors with material influence
180
210
212
213
216
219
220
222
223
224
226
11. Projections
11.1 – Disclosed projections and assumptions
11.2 - Follow-up and changes in disclosed projections
227
228
12. Meeting and management
12.1 - Description of the management structure
12.2 - Rules, policies and practices related to shareholders’ meetings
12.3 - Dates and newspapers in which information required by Law 6,404/76 are published
12.4 - Rules, policies and practices related to the Board of Directors
12.5 - Description of the covenant on settlement of dispute through arbitration
12.6 / 8 - Composition and professional experience of management and fiscal council
12.7 - Composition of statutory committees and audit, financial and compensation committees
12.9 - Existing conjugal relationship, common-law marriage or relatives up to once removed
related to the management members of the issuer, subsidiaries and parent companies
12.10 - Relationships of subordination, service provision or control between
management members and subsidiaries, parent companies, and others
12.11 - Agreements, including insurance policy, for payment or reimbursement of expenses
supported by the management members
12.12 - Other significant information
229
236
238
239
240
241
247
252
253
269
270
13. Management compensation
13.1 - Description of the compensation policy or practice, including that of non-statutory board
of executive officers
13.2 - Aggregate compensation of the board of directors, statutory board of executive officers
and fiscal council
13.3 - Variable compensation of the board of directors, statutory board of executive officers
and fiscal council
13.4 - Stock option plan of the board of directors and statutory board of executive officers
13.5 - Number of shares, units and other convertible securities, held by management and
272
281
284
288
Reference Form – 2014 – SUL AMERICA S/A
fiscal council members – by body
13.6 - Share-based payment of the board of directors and statutory board of executive officers
13.7 - Information on outstanding options held by the board of directors and
statutory board of executive officers
13.8 - Options exercised and shares delivered relating to the share-based payment of the board
of directors and statutory board of executive officers
13.9 - Information necessary for an understanding of the data disclosed in items 13.6 to 13.8 –
Pricing method of shares and options
13.10 - Information on pension plans granted to the members of the board of directors and
statutory board of executive officers
13.11 - Maximum, minimum and average individual compensation of the board of directors,
statutory board of executive officers and fiscal council
13.12 - Compensation or indemnification mechanisms for the management members in case
of removal from office or retirement
13.13 - Percentage of the aggregate compensation held by management and fiscal council
members that are related parties of the parent companies
13.14 - Compensation of the management and fiscal council members, grouped by body,
received for any reason other than the position they hold
13.15 - Compensation of the management and fiscal council members recognized in
the income statements of the issuer’s direct or indirect parent companies, subsidiaries
and jointly-controlled companies
13.16 - Other significant information
Version: 19
295
296
306
316
318
320
321
322
323
324
325
327
14. Human resources
14.1 – Description of human resources
14.2 - Material changes – Human resources
14.3 - Description of the employee compensation policy
14.4 - Description of relationships between the issuer and unions
330
334
335
337
15.1 / 15.2 – Shareholding
15.3 – Capital composition
15.4 – Chart of ownership interests
15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which
the parent company is a party
15.6 - Material changes in the interests held by the members of the controlling stake
and management of the issuer
15.7 - Other significant information
338
347
348
15. Control
349
358
360
16. Related party transactions
16.1 - Description of the issuer’s rules, policies and practices on the transactions with
related parties
16.2 - Information on the transactions with related parties
16.3 - Identification of measures taken to deal with conflict of interest and to show that agreed
conditions are based on arms’ length principles or adequate compensation pay
361
362
378
17. Capital stock
17.1 - Information on capital
17.2 - Capital increases
17.3 - Information on splits, reverse splits and bonuses
17.4 - Information on capital decreases
17.5 - Other significant information
379
380
381
382
373
18. Securities
18.1 - Share rights
18.2 - Description of any statutory rules that limit the voting rights of significant shareholders
or that require them to carry out a public offering
18.3 - Description of exceptions and suspensive clauses relating to the equity or political rights
set forth in the bylaws
384
388
390
Reference Form – 2014 – SUL AMERICA S/A
18.4 - Trading volumes and the highest and lowest prices of traded marketable securities
18.5 - Description of other marketable securities issued
18.6 - Brazilian markets in which marketable securities are listed for trading
18.7 - Information on the class and type of the security listed for trading in foreign markets
18.8 - Public offerings made by the issuer or third parties, including controlling shareholders
and affiliates and subsidiaries, related to the issuer’s marketable securities
18.9 - Description of tender offers made by the issuer related to shares issued by third parties
18.10 - Other significant information
Version: 19
391
394
400
401
402
403
404
19. Repurchase programs/treasury
19.1 – Information on the issuer’s stock repurchase programs
19.2 – Changes in treasury stock
19.3 - Information on treasury stock at the last fiscal year year-end
19.4 - Other significant information
415
417
419
420
20. Trading policy
20.1 – Information on the security trading policy
20.2 - Other significant information
421
423
21. Disclosure Policy
21.1 – Description of the internal rules, regulations or procedures for information disclosure
21.2 - Description of the policy on disclosure of Material Facts or Acts indicating the
communication channel or channels used for dissemination and the procedures for
maintaining secrecy about undisclosed material information
21.3 – Executive officers and board members responsible for the implementation,
maintenance, evaluation and oversight of the information disclosure policy
21.4 - Other significant information
425
426
427
428
22. Extraordinary businesses
22.1 – Acquisition or disposal of any material asset not considered to be the Issuer's
usual business operation
22.2 - Significant changes in the conduction of the issuer’s business
22.3 - Material agreements between the issuer and its subsidiaries not directly related
to its operating activities
22.4 - Other significant information
429
430
431
432
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
1.1 - Statement and identity of the people responsible for this form
Name of the person responsible for the
contents of this reference form
Position
Gabriel Portella Fagundes Filho
Name of the person responsible for the
contents of this reference form
Position
Arthur Farme d’Amoed Neto
CEO
Investor Relations Officer
The above-identified executive officers state that:
a. they have reviewed this reference form
b. all the information contained in this reference form meets the provisions of the Brazilian Securities and
Exchange Commission (“Comissão de Valores Mobiliários” in Portuguese, or CVM) Instruction 480, or CVM
Instruction 480, in particular, articles 14 to 19.
c. the set of information contained hereof provides a true, accurate and complete picture of the economic
and financial conditions of the issuer and of the risks inherent to its activities and issued marketable
securities
5
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
2.1/2.2 – The auditor’s identification and fees
YES
Do you have auditor?
CVM Code
Auditor type
Name / Corporate name
Individual/Corporate taxpayer registry (CPF/CNPJ)
Duration
Description of the contracted service
Total independent auditors fees broken down by service
418-9
National
KPMG Auditores Independentes
57.755.217/0001-29
01/01/2011 to 12/31/2011
Independent audit related to the audit of Financial Statements of Sul América S.A. (the “Company”) and of the
consolidated financial statements, regulatory services, review of the Business Income Tax Return (DIPJ) and its
offering memorandum.
The fees of independent auditors for the fiscal year 2011 was R$ 2,140,739.00 for the audit services, R$ 224,918.00
for regulatory services, R$ 29,459.00 for the review of the DIPJ services, and R$ 373,177.84 for offering
memorandum, resulting in the total remuneration of R$ 2,768,293.84
Justification for substitution
Reason given by the auditor in case of disagreement
with the issuer’s justification
Name of the technically responsible person
Service duration
CPF
Address
Carlos Eduardo Munhoz
10/01/2011 to
12/31/2011
012.345.888-97
José Rubens Alonso
01/01/2011 to
09/30/2011
668.106.478-72
Rua Dr. Renato Paes de Barros, nº 33, 17 andar, Itaim Bibi, São Paulo, SP, Brazil,
CEP 04530904, Telephone (11) 21033000, Fax (11) 21833001, e-mail: [email protected]
Rua Dr. Renato Paes de Barros, nº 33, 17 andar, Itaim Bibi, São Paulo, SP, Brazil,
CEP 04530904, Telephone (11) 21033000, Fax (11) 21833001, e-mail: [email protected]
6
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
YES
Do you have auditor?
CVM Code
Auditor type
Name / Corporate name
Individual/Corporate taxpayer registry (CPF/CNPJ)
Duration
Description of the contracted service
Total independent auditors fees broken down by service
418-9
National
KPMG Auditores Independentes
57.755.217/0001-29
01/01/2012 to 12/31/2012
Independent audit related to the audit of the financial statements of Sul América S.A. (the “Company”) and of the
consolidated financial statements, sustainability report, review of the DIPJ, review of technological processes and
other services.
The fees of independent auditors for the fiscal year 2012 was R$ 2,852,688.00 for the audit services, R$ 121,000.00
for the sustainability report, R$ 21,535.00 for the review of the DIPJ services, R$225,870.00 for the review of
technological processes, and R$13,660.00 for other services, resulting in the total remuneration of R$ 3,234,753.00
Justification for substitution
Reason given by the auditor in case of disagreement
with the issuer’s justification
Name of the technically responsible person
Service duration
CPF
Address
Carlos Eduardo Munhoz
10/01/2012 to
12/31/2012
012.345.888-97
Rua Dr. Renato Paes de Barros, nº 33, 17 andar, Itaim Bibi, São Paulo, SP, Brazil,
CEP 04530904, Telephone (11) 21033000, Fax (11) 21833001, e-mail: [email protected]
7
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
YES
Do you have auditor?
CVM Code
Auditor type
Name / Corporate name
Individual/Corporate taxpayer registry (CPF/CNPJ)
Duration
Description of the contracted service
Total independent auditors fees broken down by service
418-9
National
KPMG Auditores Independentes
57.755.217/0001-29
01/01/2013
Independent audit related to the audit of the financial statements of Sul América S.A. (the “Company”) and of the
consolidated financial statements, regulatory services, review of the DIPJ and system certification (ISAE 3402).
For the year 2014, the Company informs that the auditor employed for providing independent audit related to the audit
of the financial statements of Sul América S.A. (the “Company”) and consolidated, regulatory services, review of the
DIPJ and for supporting and verifying the financial statements used in the offering of debentures.
The remuneration of independent auditors for the fiscal year 2013 was R$2,736,812.00 for the audit of the financial
statements (Company and consolidated) and regulatory services, and R$162,298.00 for the review of the DIPJ, and
system certification (ISAE 3402), resulting in a total remuneration of R$2,899,110.00
Justification for substitution
Reason given by the auditor in case of disagreement
with the issuer’s justification
Name of the technically responsible person
Service duration
CPF
Address
Carlos Eduardo Munhoz
01/01/2013
012.345.888-97
Rua Dr. Renato Paes de Barros, nº 33, 17 andar, Itaim Bibi, São Paulo, SP, Brazil,
CEP 04530904, Telephone (11) 21033000, Fax (11) 21833001, e-mail: [email protected]
8
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
2.3 - Other relevant information
The Company contracted independent auditors to carry out the following services which comprise
the audit of financial statements, the review of the Corporate Income Tax Return (“Declaração de
Informações Econômico-fiscais da Pessoa Jurídica” in Portuguese, or DIPJ) and the review of
technological processes, regulatory services and the offering memorandum.
The independent auditors meet every six months with the Board of Directors in order to (a) report
the main audit findings, (b) document the independence of auditors, and also (c) document that
there is no conflict of interests between the auditors and the Company and its respective
subsidiaries.
The Company submits the decision on contracting the independent auditors to the approval of the
Company’s Board of Directors, in accordance with article 14, line f, of its Bylaws.
The Company also informs that, in view of the mandatory rotation established by CVM Instruction
308/99, and its amendments, the Board of Directors, in the meeting held on October 30th, 2014,
approved the decision of contracting Deloitte Touche Tohmatsu Auditores Independentes for the
provision of independent audit services to the Company and its direct and indirect subsidiaries
during the period of five years from the first quarter of 2015, in substitution of KPMG Auditores
Independentes, which services shall end with the audit of the Consolidated Financial Statements of
the Company for the year ending December 31, 2014.
9
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
3.1 - Financial Information – Consolidated
(R$ - Reais)
Shareholders’ equity
Fiscal year (12/31/2013)
Fiscal year (12/31/2012)
Fiscal year (12/31/2011)
3,618,298,000.00
3,345,361,000.00
3,076,514,000.00
Total assets
16,961,967,000.00
14,321,812,000.00
13,418,826,000.00
Net Revenue / Financial Services
Revenue / Earned Insurance
Premiums
Gross profit
11,769,873,000.00
10,440,295,000.00
8,944,547,000.00
2,962,633,000.00
2,673,114,000.00
2,273,957,000.00
487,153,000.00
483,248,000.00
445,682,000.00
1,003,312,692
842,224,359
830,434,740
3.606400
3.972100
3.704700
0.503800
0.573800
0.536700
Net income
Number of shares, without
Treasury (Units)
Book Value per Share (Reais)
Earnings per Share
10
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Version: 19
3.2 – Non-accounting measurements
Not applicable, as the Company does not use non-accounting measurements.
11
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Version: 19
3.3 – Events subsequent to the latest financial statements
In accordance with the Technical Pronouncement CPC 24, approved by the CVM resolution No.
593/09, the events subsequent to the latest financial statements whose issue was authorized on
February 25, 2014, are as follows:
Completion of the acquisition of the Units from ING by Swiss Re
On November 18, 2013, the Company released a material fact statement informing about the
contract entered for the purchase and sale of shares whereby ING agreed to sell to Swiss Re
37,693,075 Units, representing 37,693,075 common shares and 75,386,150 preferred shares of the
Company.
On January 7, 2014, the Company communicated to the market about the completion of the
purchase announced on November 18, 2013 of the Units by Swiss Re, sold by ING, according to
Note 1.1, item “b”.
In view of the completion of the transaction and the effective transfer of the units, Swiss Re became
the holder of 14.9% interest in the total capital of the Company, while ING continued to hold a total
interest (direct and by means of Amsterdã Holdings Ltda.) of 10.0%.
Third debenture issue
On May 16, 2014, the Board of Directors of the Company approved the issue of nonconvertible
simple debentures for up to two series, unsecured, comprising 50,000 debentures with unit face
value of R$10,000.00, totaling an issue of R$500.0 million on issue date.
The first series debentures, totaling R$370.0 million, matures on May 15, 2019, with interest
payment every six months at 108.25% of the cumulative variation of daily average rates of one-day
interbank deposits (DI), over extra-group, whereas the second series debentures, totaling R$130.0
million, matures on May 15, 2022, with annual interest at 7.41%, plus the variation of the Brazilian
Extended Consumer Price Index (IPCA), released by the Brazilian Institute of Geography and
Statistics (“Instituto Brasileiro de Geografia e Estatística” in Portuguese, or IBGE). The face value of
both series shall be amortized in three annual and successive installments, the last one being paid
on the respective maturity date of each series.
The debenture issuance was the objective of the public offering with restricted efforts, under the
terms of the Law 6,385, of December 7, 1976, as amended, CVM Instruction 476, of January 16,
2009 (ICVM 476), as amended, solely aimed at qualified investors, as defined in the ICVM 476,
having as intermediary institutions Banco Itaú BBA S.A. and BB – Banco de Investimento S.A..
The debentures were registered for distribution in the primary market by means of the Asset
Distribution Module (“Módulo de Distribuição de Ativos” in Portuguese, or MDA), and for trading in
the secondary market by means of the CETIP21 Module – Securities (CETIP21), both administered
and operationalized by CETIP S.A. – Mercados Organizados (CETIP), the Clearing House for the
Custody and Financial Settlement of Securities. The transaction was settled on June 3, 2014.
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Version: 19
3.4 – Income allocation policy
Years 2011, 2012 and 2013
a) Rules on earnings retention and
amounts of Earnings Retentions
According to art. 31 of the Company’s bylaws: (i) 5% of
the net income for the year shall be allocated to recognize
the Legal Reserve, the maximum amount being equal to
20% of capital stock, which may be not required in the
year when this reserve’s balance, plus the amount of
capital reserves, is in excess of 30% of capital stock; (ii)
25% of the adjusted net income for distribution, among
shareholders, as mandatory dividends; and (iii) up to
71.25% of the annual adjusted net income shall be
allocated to recognize the statutory reserve to perform
business expansion, and it shall not be in excess of the
capital stock and may not be required upon resolution of
the Shareholders’ Meeting in the event of payment of
dividends additional to the mandatory minimum dividend.
Besides the above provisions, the Company does not have
other reserves provided for in its bylaws.
In the fiscal years 2011 and 2012, the total balance of
remaining profits, after the payment of mandatory and
additional dividends and the recognition of legal reserve, in
the respective amounts of R$211,698,774.54 and
R$317,684,233.43, were allocated to the statutory reserve
with the purpose of financing the expansion of the
Company’s operations.
The total balance of the remaining profit determined in the
year 2013, after the payment of mandatory and additional
dividends, and recognition of legal reserve, in the amount
of R$308,063,229.67, shall be allocated to the statutory
reserve with the purpose of financing the expansion of the
Company’s operations.
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Version: 19
3.4 – Income allocation policy
b) Rules on dividend distribution
c) Frequency of dividend distribution
d) Possible restrictions to dividend
distribution
The Company’s bylaws establish that 25% of the adjusted
net income be annually distributed to shareholders as
mandatory dividend. According to the Dividend Distribution
Policy approved by the Board of Directors in the meeting
held on February 23, 2010, and amended on April 19,
2012, the income determined in the Financial Statements
for fiscal years 2010 and 2011 were distributed as
dividends in the amount of 50% of the annual adjusted net
income. Nevertheless, the profit determined in the
Financial Statements for 2012 was distributed as dividends
in the amount of 30% of the annual adjusted net income,
because, according to the amendment to the Policy made
on April 19, 2012, the Company started to adopt as
dividend distribution policy as of 2013, within the proposal
of allocation of net income for each year (as of 2012), the
dividend distribution of a minimum of 30% of the annual
adjusted net income. The distributions in each case may be
revised based on the Company’s plans and needs,
considered on the occasion, such as, among others,
relevant acquisitions and investments and compliance with
regulatory requirements.
Dividends are paid annually, the Board of Directors being
able to deliberate on the distribution of dividends
determined in the balance sheets for shorter periods or
charged to the account retained earnings or profit reserves
reported in the latest annual or six-month period balance
sheet. Interim dividends can be paid as interest on
shareholders’ equity and shall always be credited and
considered as advance on mandatory dividends. The same
Dividend Distribution Policy mentioned above, in its article
10, provides for the quarterly distribution of dividends at
the rate of R$0.012 per common or preferred share not
represented by unit or R$0.036 per unit. The distributions,
in each case, may be revised based on the Company’s
plans and needs, considered on the occasion, such as,
among others, relevant acquisitions and investments and
compliance with regulatory requirements.
There is no restriction to the distribution of the Company’s
dividends thus far imposed by legislation or special
regulation applicable to the issuer, or by any contracts,
court, administrative or arbitration decisions.
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Version: 19
3.5 - Dividend distribution and earnings retention
(Reais)
Fiscal Year 12/31/2013
Adjusted net income
Distributed dividend in relation to adjusted net income
Return rate in relation to the issuer’s shareholders’
equity
Total distributed dividend
Retained earnings
Approval date of retention
Retained earnings
Mandatory dividend
Common
Preferred
Common
Preferred
Common
Preferred
Common
Preferred
Common
Preferred
Common
Preferred
Common
Preferred
Common
Preferred
Interest on shareholders’ equity
Common
Preferred
Common
Preferred
Common
Preferred
Other
Common
Preferred
Common
Preferred
Fiscal Year 12/31/2012
459,085,547,82
423,397,549,10
30,000000
30,000000
50,000000
13,460000
14,450000
14,490000
136,922,130,24
332,084,656,03
03/31/2014
137,725,664,34
341,846,280,72
04/04/2013
211,698,774,55
233,982,856,07
03/30/2012
Amount
Payment of
dividend
6,699,697.37
5,340,054.94
6,699,697.37
5,340,054.94
6,699,697.37
5,340,054.94
05/17/2013
05/17/2013
08/20/2013
08/20/2013
11/22/2013
11/22/2013
12,862,051.12
12,637,948.88
23,580,427.05
23,169,572.95
14,401,902.60
14,150,970.71
Fiscal Year 12/31/2011
456,407,100,78
12/26/2013
12/26/2013
04/20/2014
04/20/2014
04/17/2014
04/17/2014
Amount
Payment of
dividend
Amount
Payment of
dividend
5,635,722.49
4,502,499.63
05/18/2012
05/18/2012
5,554,536.50
4,437,638.39
05/18/2011
05/18/2011
5,631,051.17
4,497,338.35
5,625,209.99
4,481,473.42
34,198,558.78
27,245,193.04
08/20/2012
08/20/2012
11/22/2012
11/22/2012
04/18/2013
04/18/2013
5,548,537.07
4,443,637.73
5,548,537.04
4,443,637.72
08/18/2011
08/18/2011
11/18/2011
11/18/2011
12,775,999.60
10,178,340.48
01/15/2013
01/15/2013
7,342,661.90
5,866,210.14
12/27/2011
12/27/2011
26,251,216.03
20,972,659.78
04/18/2012
04/18/2012
58,840,471.78
47,008,915.49
8,582,984.49
6,857,130.49
04/18/2012
04/18/2012
04/18/2012
04/18/2012
12,775,964.70
10,178,312.69
04/18/2013
04/18/2013
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3.6 - Declaration of dividends charged to the account of retained earnings or
reserves
In the fiscal years ended 2011, 2012 and 2013, the Company did not declare any dividends
charged to the account of retained earnings or recognized reserves.
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3.7 - Indebtedness level
Fiscal year
12/31/2013
Total debt of any nature
13,343,668,000.00
Ratio Type
Debt-to-equity ratio
Debt-to-equity
ratio
3.68780000
Description and reason for using another
ratio
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Reference Form – 2014 – SUL AMERICA S/A
12/31/2013
Version: 19
0.00
Other ratios
0.14380000
Total debt: R$520,467,107.72 / debt-to-equity
ratio: 0.1438%.
SulAmérica considers that its debt-to-equity
ratio shall reflect its exposure to the financial
obligations and other of similar character,
described as follows: (a) loans, borrowings,
financing and other burdensome financial
debts, including, among other, debentures, bills
of exchange, promissory notes or similar
instruments in Brazil or abroad; (b) acquisitions
payable; (c) net balance of asset and liability
transactions with derivatives in which the
Company and/or any Subsidiary, even in the
capacity of guarantor, is party to (considering
that such balance shall be net of what is
already classified in the current and long-term
liabilities of the Company and/or any Subsidiary
("Financial Obligation"); (d) letters of credit,
endorsements, sureties, coobligations and
other guarantees pledged in benefit of
companies not consolidated in the Consolidated
Financial Statements of the Company; and (e)
obligations arising from the redemption of
shares and payment of fixed dividends, if
applicable.
The adoption of this methodology for calculating
the debt-to-equity ratio aims at providing the
investor with the correct understanding of the
financial condition of SulAmérica.
Other types of obligation included in current and
non-current liabilities, if reflected in the
calculation of the financial debt-to-equity ratio,
would misstate the actual exposure of
SulAmérica, and, accordingly, would negatively
affect the investor’s ability to correctly assess
the risks involved in an investment decision.
One of the obligations not considered in the
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employed methodology is the recognition of
technical reserves to meet legal and regulatory
rules applicable to insurance and savings
bonds companies and Health Maintenance
Organizations. This is because such reserves
have as contra-entry the allocation of pledged
assets (mostly federal government bonds),
mandatorily held in technical reserve accounts
opened with the custody chambers. A similar
rationale is applied to other non-financial
obligations considered in our calculation
methodology.
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3.8 - Obligations by nature and maturity
Fiscal year (12/31/2013)
Type of debt
Less than 1 year
1 to 3 years
3 to 5 years
Over 5 years
Secured
5,807,948,000.00
1,142,398,000.00
570,859,000.00
1,909,085,000.00
Unsecured
1,261,842,000.00
432,677,000.00
176,074,000.00
2,042,785,000.00
Total
7,069,790,000.00
1,575,075,000.00
746,933,000.00
3,951,870,000.00
Note
As of December 31, 2013, Sul América did not present any financial debts or other of similar nature, of the floating type.
Total
9,430,290,000.00
3,913,378,000.00
13,343,668,000.00
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3.9 - Other significant information
On April 19, 2012, the Board of Directors approved the amendment to the Dividend Policy of the
Company, establishing that the minimum amount of dividends to be proposed by the Company's
management to the Shareholders' Meeting shall be equivalent to 30% of the annual adjusted net
income, maintaining the guidance according to which such distributions, in each case, are subject to
the respective proposals for allocation of net income by the Company's Management and to the due
approval in the Annual Shareholders' Meeting, and they may be revised based on plans and needs,
considered on the occasion, such as, among others, relevant acquisitions and investments, and the
compliance with regulatory requirements. In any case, in such percentages the occasional
distributions of interim dividends or interest on shareholders’ equity performed over the respective
year shall be computed. This policy can be found on the Company’s investor relations website at
www.sulamerica.com.br/ir.
On April 30, 2012, under the resolution of the Board of Directors, the distribution of interim
dividends was approved, in accordance with the terms of the Dividend Policy of the Company and
the article 204, paragraph 1 of Law 6,404/76, and the competence provided for in article 32 of the
Bylaws, charged to the profit determined in the balance sheet as of March 31, 2012, at the rate of
R$0.012 per common or preferred share of the Company not represented by unit, and R$0.036 per
each unit, totaling approximately R$10 million, to be paid from May 18, 2012, based on the
shareholding positions held on April 30, 2012.
On July 30, 2012, under the resolution of the Board Directors, the distribution of interim dividend
was approved, in accordance with the terms of the Dividend Policy of the Company and the article
204, paragraph 1 of Law 6,404/76, and the competence provided for in article 32 of the Bylaws,
charged to the profit determined in the balance sheet as of June 30, 2012, at the rate of R$0.012
per common or preferred share of the Company not represented by unit, and R$0.036 per each unit
totaling approximately R$10 million, to be paid from the August 20, 2012, based on the
shareholding positions held on July 30, 2012.
On October 30, 2012, under the resolution of the Board Directors, the distribution of interim
dividend was approved, in accordance with the terms of the Dividend Policy of the Company and the
article 204, paragraph 1 of Law 6,404/76, and the competence provided for in article 32 of the
Bylaws, charged to the profit determined in the balance sheet as of September 30, 2012, at the
rate of R$0.012 per common or preferred share of the Company not represented by unit, and
R$0.036 per each unit totaling approximately R$10 million, to be paid from November 22, 2012,
based on the shareholding positions held on October 30, 2012.
On April 30, 2013, under the resolution of the Board Directors, the distribution of interim dividend
was approved, in accordance with the terms of the Dividend Policy of the Company and the article
204, paragraph 1 of Law 6,404/76, and according to the competence provided for in article 32 of
the Bylaws, charged to the profit determined in the balance sheet as of March 31, 2013, at the rate
of R$0.012 per common or preferred share of the Company not represented by unit, and R$0.036
per each unit totaling approximately R$12 million, to be paid from May 5, 2013, based on the
shareholding positions held on April 30, 2013.
On July 30, 2013, under the resolution of the Board Directors, the distribution of interim dividend
was approved, in accordance with the terms of the Dividend Policy of the Company and the article
204, paragraph 1 of Law 6,404/76, and according to the competence provided for in article 32 of
the Bylaws, charged to the profit determined in the balance sheet as of June 30, 2013, at the rate
of R$0.012 per common or preferred share of the Company not represented by unit, and R$0.036
per each unit totaling approximately R$ 12 million, to be paid from August 15, 2013, based on the
shareholding positions held on July 30, 2013, the shares being traded ex-dividends as of July 31,
2013.
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3.9 - Other significant information
On October 30, 2013, under the resolution of the Board Directors, the distribution of interim
dividend was approved, in accordance with the terms of the Dividend Policy of the Company and the
article 204, paragraph 1 of Law 6,404/76, and according to the competence provided for in article
32 of the Bylaws, charged to the profit determined in the balance sheet as of September 30, 2013,
at the rate of R$0.012 per common or preferred share of the Company not represented by unit, and
R$0.036 per each unit totaling approximately R$12 million, to be paid from November 18, 2013,
based on the shareholding positions held on October 30, 2013, the shares being traded exdividends as of October 30, 2013.
On May 15, 2014, under the resolution of the Board Directors, the distribution of interim dividend
was approved, in accordance with the terms of the Dividend Policy of the Company and the article
204, paragraph 1 of Law 6,404/76, and according to the competence provided for in article 32 of
the Bylaws, charged to the profit determined in the balance sheet as of March 31, 2014, at the rate
of R$0.012 per common or preferred share of the Company not represented by unit, and R$0.036
per each unit totaling approximately R$12 million, to be paid from May 30, 2014, based on the
shareholding positions held on May 15, 2014, the shares being traded ex-dividends as of May 16,
2014.
On July 31, 2014, under the resolution of the Board Directors, the distribution of interim dividend
was approved, in accordance with the terms of the Dividend Policy of the Company and the article
204, paragraph 1 of Law 6,404/76, and according to the competence provided for in article 32 of
the Bylaws, charged to the profit determined in the balance sheet as of June 30, 2013, at the rate
of R$0.012 per common or preferred share of the Company not represented by unit, and R$0.036
per each unit totaling approximately R$12 million, to be paid from August 15, 2014, based on the
shareholding positions held on July 31, 2014, the shares being traded ex-dividends as of August 1,
2014.
On October 28, 2014, under the resolution of the Board Directors, the distribution of interim
dividend was approved, in accordance with the terms of the Dividend Policy of the Company and the
article 204, paragraph 1 of Law 6,404/76, and according to the competence provided for in article
32 of the Bylaws, charged to the profit determined in the balance sheet as of September 30, 2014,
at the rate of R$0.012 per common or preferred share of the Company not represented by unit, and
R$0.036 per each unit totaling approximately R$12 million, to be paid from November 17, 2014,
based on the shareholding positions held on October 28, 2014, the shares being traded exdividends as of October 29, 2014.
The amount paid as interim dividends in 2012 were added to the total amount of dividends which
distribution was approved at the Annual Shareholders’ Meeting held on April 4, 2013, and the
amounts paid as interim dividends in 2013 shall be added to the total amount of dividends which
distribution that shall be approved in the Annual Shareholders’ Meeting that shall be held in 2014.
On December 17, 2012, under the resolution of the Board of Directors, the payment of Interest on
Shareholders’ Equity was approved, in accordance with the terms of the Dividend Policy of the
Company, the applicable legislation, and also according to the paragraph two of article 32 of the
Bylaws, charged to Retained Earnings in the gross amount of R$26,630,000.00 (twenty six million
six hundred and thirty thousand reais), corresponding to R$0.031618653290 per common or
preferred share of the Company not represented by unit, and R$0.094855959870 per each unit,
which after deducted from the amount related to the withholding income tax (“Imposto de Renda
Retido na Fonte” in Portuguese, or IRRF), as provided for in the effective legislation, imports the net
amount equivalent to R$0.02687585530 per common or preferred share of the Company not
represented by unit, and R$0.080627565891. The benefitted ones were the shareholders registered
with the Company on December 17, 2012, the shares then started being traded without entitlement
to Interest on Shareholders’ Equity as of December 18, 2012. The payment was made in one
installment on January 15, 2013.
The rate of withholding income tax (IRRF) was applied to the payment of Interest on Shareholders’
Equity, except for the shareholders who were proven to be exempt or immune, as provided for in
the applicable legislation, and the net amounts paid were added to the total amount of dividends
which distribution was approved in the Annual Shareholders’ Meeting that was held on April 4,
2013.
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On December 13, 2013, under the resolution of the Board of Directors, the payment of Interest on
Shareholders’ Equity was approved, in accordance with the terms of the Dividends Policy of the
Company, the applicable legislation, and according to the paragraph two of article 32 of the Bylaws,
charged to Retained Earnings in the gross amount of R$85,000,000.00 (eighty five million reais),
corresponding to R$0.084719350884 per common or preferred share of the Company not
represented by unit, and R$0.254158052652 per each unit. The benefitted ones were the
shareholders registered with the Company on December 13, 2013, the shares then started being
traded without entitlement to Interest on Shareholders’ Equity as of December 14, 2013. The
payment
shall
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3.9 - Other significant information
be made in two installments, as follows:

First Installment: gross amount of R$30,000,000.00 (thirty million reais), corresponding to
R$0.029900947371 per common or preferred share of the Company not represented by unit,
and R$0.089702842113 per each unit that, after deducting the amount related to the
withholding income tax (IRRF), as provided for in the effective legislation, import the net amount
of R$0.025415805265 per common or preferred share of the Company not represented by unit,
and R$0.076247415796 per each unit, paid on December 26, 2013.

Second Installment: gross amount of R$55,000,000.00 (fifty five million reais), corresponding to
R$0.054818403513 per common or preferred share of the Company not represented by unit,
and R$0.164455210540 per each unit that, after deducting the amount related to the
withholding income tax (IRRF), as provided for in the effective legislation, import the net amount
of R$0.046595642986 per common or preferred share of the Company not represented by unit,
and R$0.139786928959 per each unit, paid as of April 20, 2014
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3.9 - Other significant information
The withholding income tax rate (IRRF) was applied to the payment of Interest on Shareholders’
Equity, except for the shareholders proven to be exempt or immune, as provided for in the
applicable legislation, and the net amounts paid shall be added to the total amount of dividends
which distribution is approved in the Annual Shareholders’ Meeting that will be held in 2014.
The Company clarifies that the amounts indicated as Interest on Shareholders’ Equity in Item 3.5 of
this Reference Form refer to net payments.
The Company uses the combined ratio, which measures the profitability of insurance companies
only in insurance operations, accordingly, it does not consider the profitability of investments of
technical reserves in the financial market, or in private pension operations or savings bonds.
The Combined Ratio expresses the percentage of Premiums consumed by the operating expenses of
the insurance business (retained claims, acquisition costs, other operating income and expenses,
administrative expenses and tax expenses) and basically represents the sum of five other ratios, as
follows:

Loss ratio (claim occurred and expenses with benefits x 100 / earned premium);

Acquisition cost ratio (acquisition cost x 100 / earned premium);

Other operating income and expenses ratio (other operating income and expenses x 100 /
retained premium);

Administrative expenses ratio (administrative expense x 100 / retained premium); and

Tax expenses ratio (tax expenses x 100 / retained premium).
When the combined ratio is lower than 100 (in percentage), an operating profit is obtained.
The combined ratio as of December 31 is as follows:
Loss Ratio
Acquisition costs
Administrative expenses
Tax expenses
Other operating income and expenses
2011
74.6%
11.8%
9.2%
1.7%
2.8%
2012
74.4%
10.4%
9.5%
2.1%
3.0%
201
3
74.8
%
11.0
%
9.2
%
1.2
%
2.6
%
100.1%
99.4%
98.8
%
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4.1 – Description of risk factors
The investment in the securities issued by Sul América S.A. involves exposure to considerable risks.
Before taking any decision to invest in any security issued by Sul América S.A., prospective
investors should carefully analyze all the information contained in this Reference Form, the risks
mentioned below and in our financial statements and the respective notes. The business, financial
condition, operating income, cash flow, liquidity and/or future businesses of Sul América S.A. could
be adversely affected by any of the risk factors described below. The market price of the securities
issued by the Company could drop as a result of these and/or any other risk factors, in which case
the investors could loose part or the totality of their investment in the securities issued by Sul
América S.A. In addition, additional risks not currently known or considered irrelevant could also
adversely affect Sul América S.A. The risks described below or even the additional risks not known
could individually or cumulatively be materialized. The order in which the risks are presented below
does not have any relation to the probability of incurring none of the risks described in this
Reference Form.
For the purposes of this section “4. Risk Factors” and section “5. Market Risks”, except where
expressly stated otherwise or in case the context so requires, mentioning that a risk, uncertainty or
issue could or shall have an “adverse effect” or “negative effect” on the Company or similar
expressions, means that such risk, uncertainty or issue could have a material adverse effect on the
businesses, financial condition, operating income, cash flow, liquidity and/or future businesses of
the Company, as well as on the price of the securities issued by the Company. Similar expressions
included in this section “4. Risk Factors” and section “5. Market Risks” shall be understood in this
context. The term “Company” shall be understood as Sul América S.A. individually or collectively
with its direct or indirect subsidiaries, according to the context.
a) Risk factors related to the issuer. The unpredictability of the health care costs and the
difficulties in keeping them under control, along with the restrictions to the adjustment
of individual health insurance premiums, may have a significant adverse effect on the
Company’s business.
The operating income from the health insurance segment depends significantly on the following
factors: (i) accurate estimates in policy underwriting; (ii) control of the health insurance service
costs; and (iii) adjustments of premiums authorized by the National Agency of Supplemental Health
(“Agência Nacional de Saúde Suplementar” in Portuguese, or ANS). Since the health care service
costs are usually assumed by insurance companies, it is fundamental that such companies
constantly monitor and control the costs and the frequency with which the medical procedures are
used. Factors such as (i) demographics (such as age of the population), (ii) advances in medical
technologies (such as a greater range of laboratory tests for diagnoses and advanced technology in
surgical techniques, medical equipment and pharmaceutical products), (iii) progress in medical
practices, (iv) increases in inflation rates, and (v) an increase in loss ratio could contribute to the
increase in health costs.
In addition, as the Company offers health insurance by means of an independent network of
preferential services providers or by means of reimbursement of medical expenses, some of its
competitors who provide such services by means of their own network of service providers could
incur lower operating costs as compared to those of the Company.
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4.1 – Description of risk factors
Health insurance regulation imposes conditions in relation to the provision of insurance services that
could increase costs, including (i) the obligation to provide minimum coverage for a certain group of
illnesses and a minimum level of health care, (ii) the prohibition against rejection of new
policyholders (except under very special circumstances), and (iii) the obligation to cover preexisting health conditions. Finally, adjustments on individual health insurance premiums require
prior authorization from the ANS. The adjustments are normally made based on indexes that reflect
the increase in the costs related to medical services and materials and the rate at which they are
used. However, there could be distortions between the different rates adopted to adjust the costs
and those adopted to adjust insurance premiums, resulting in adjustment of premiums below the
effectively recorded inflation and, therefore, insufficient to cover the actual health care costs. The
risk of such distortions could increase in case the ANS decides to adopt actuarially improper
discretionary policies.
Most of the Company’s reinsurance coverage provided by the Instituto de Resseguros do
Brasil (IRB-Brasil Re), resulting in a credit risk exposure concentrated with a single
reinsurer. This concentration increases the reinsurance credit risk.
As most of Company’s reinsurance coverage was provided by IRB-Brasil Re, there is credit risk
exposure concentrated with this reinsurer, thus increasing the reinsurance credit risk as compared,
for example, with insurance companies abroad, which have historically diversified their reinsurance
credit risk with several reinsurers.
In case the policies underwritten and reinsured by IRB-Brasil Re have claims and in case this
reinsurer is insolvent and does not fulfill the contracts, the Company shall be responsible for the
total payment of claims. This situation may impact the income, taking into account that the
technical reserves recognized for paying claims consider the recoveries of contracted reinsurance.
The Company is responsible for the payment of claims to policyholders, in case the
reinsurance companies do not fulfill their obligations according to the reinsurance
contracts.
Buying reinsurance does not exempt the Company from its ultimate responsibility towards
policyholders, in the case the the reinsurer does not fulfill its obligations according to the
reinsurance contracts. Therefore, insolvency or reluctance by reinsurers to make payment under the
terms of reinsurance contracts could have a significant adverse effect on the Company’s businesses.
Halts in the operation of the Company’s central offices or in the offices’ computer
systems could have an adverse effect on our operations and financial condition.
The management of the operations is carried out at the Company’s headquarters, located in the city
of Rio de Janeiro, state of Rio de Janeiro, and at the Company’s office, located in the city of São
Paulo, state of São Paulo. The information technology platform is an integral part of the business;
therefore, any interruption in the operation of the central offices could adversely and significantly
affect the Company’s ability to manage its activities, access brokers, clients and beneficiaries. Given
the volume of information processed by the computer systems, a temporary or long-lasting
interruption, despite the support by document copies and the formulation of disaster recovery
plans, could adversely and significantly affect the day-to-day operation, and, consequently, the
gross operating revenue and operating income of the Company.
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4.1 – Description of risk factors
Competition could have a material adverse effect on the Company’s businesses.
The Company operates in an increasingly competitive market in Brazil. It could be said that the
competition in the sectors in which the Company operates is based on the following factors: (i)
access and control of the independent insurance brokers network and the capacity to establish
commercial partnerships; (ii) size and quality of the service providers network, which are an
integral part of insurance products; (iii) products and prices offered to consumers; (iv) commission
compensation structure of independent insurance brokers; and (v) financial strength and brand
awareness.
Segment competition has increased in recent years as a result, among other factors, of (i) the
adoption of more aggressive business practices and underwriting policies; (ii) the differentiated
reinsurance conditions affecting the operations in the industrial and commercial risk segment; (iii)
the greater market consolidation, partially due to the fact that smaller insurance companies were
merged or acquired by competitors affiliated to Brazilian or multinational financial conglomerates
operating in the insurance or private pension businesses; and (iv) the greater capitalization and
financial funds of certain competitors in the Brazilian insurance sector.
The main competitors of the Company are insurance subsidiaries of large Brazilian commercial
banks, other national independent insurance companies and Brazilian subsidiaries of foreign
insurance company groups. In addition, the insurance companies affiliated to banks have a broad
client base and own wide network of bank branches to create distribution opportunities. Some of
the competitors, in particular the subsidiaries of foreign banks and insurance companies, have more
financial funds and distribution capacity than the Company. In the private heath care segment, the
Company also competes with the Administrative Services Only (ASO) plans, medical cooperatives,
dental cooperatives and group dental cooperatives, and other similar private health entities. As the
competition for clients becomes more intense and the demand for proper provision of services to
the clients rises, the Company may incur higher expenses to take on and retain clients. The
Company shall be negatively affected in case (i) the competition is unfavorable to it, situation in
which the prices and the quality of its services shall be considered lower than those of its
competitors; (ii) market entrants offer better opportunities, affecting the Company’s stability;
and/or (iii) other competitors have more funds than the Company.
The Company could loose or not close new partnerships for distribution, which could
hinder its income and growth.
The Company’s business success depends on its ability to establish and maintain relationships and
agreements with partners and suppliers in its associates/subsidiaries. If the Company and its
associates/subsidiaries are not able to develop new relationships or maintain the already existing
ones under favorable terms, they could not be able to offer certain products and services or not be
able to offer competitive prices and conditions to their clients, which could adversely affect their
businesses and operating income. Likewise, in case the Company’s suppliers are not able to
maintain the level of their products and services or are not able to fulfill their contractual
obligations, the Company’s results may be negatively affected, once it may not be possible to meet
the demands with the same accuracy, quality or prices that are currently offered.
The concentration of revenue on the health and automobile insurance segments could
make the Company more susceptible to the unfavorable conditions of these segments.
As of December 31, 2013, the insurance premiums in the health and automobile segments
represented in aggregate 92% of the total insurance premium revenue of the Company. In view of
this concentration, the unfavorable market conditions that may affect insurance in the health and
automobile segments could have an adverse effect on the Company’s businesses in a way different
to its competitors whose portfolios are less concentrated on these segments.
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4.1 – Description of risk factors
The insurance product lines are concentrated on the states of São Paulo and Rio de
Janeiro, and a significant reduction in the shares in these markets, the slowdown of the
economy or the occurrence of natural disasters or man-made disasters in these regions
could have a material adverse effect on the Company’s businesses.
The Company has a concentration of insurance premium revenue in the states of São Paulo and Rio
de Janeiro. In case the Company is not able to maintain or increase its market share in these
states, its insurance premiums and operating income could suffer a material adverse effect. In
addition, an economic slowdown in these states could have an effect on the Company’s businesses,
to the extent that the demand for insurance coverage usually decreases with the reduction in
purchasing power.
Further, the occurrence of natural disasters or man-made disasters, or an increase in the crime
rates in these states, could have a material adverse effect on business due to the concentration of
sales on these states as compared to the other insurance companies whose revenue is diluted in a
broader geographical area. Additionally, in recent years, these states were hit by several floods,
and, accordingly, the automobile and other property and casualty claims had a general increase
over the period. Given this fact, the Company could have more difficulty in predicting the claims
that it has to support or the most appropriate level of technical reserves that it should recognize for
these disasters than if its operations were mainly conducted in regions with more predictable
patterns.
The Company could be adversely affected by unfavorable decisions in legal proceedings
pending judgement.
The Company is party to actions, claims and administrative proceedings of labor, tax and civil
nature and public civil actions, including those related to consumer rights issues. The decisions on
these actions, claims and proceedings are uncertain and the Company could suffer a material
adverse effect in the case that the respective decisions are unfavorable, and, for example, could (a)
imply damage to its reputation, (b) require the Company to pay high indemnification, (c) cause
unavailability or seizure of the Company’s assets, and/or (d) if its obligations related to such
lawsuit, claim or administrative proceedings are in excess of the accrued amounts. There is no
guarantee that the Company could obtain favorable decisions in such lawsuits, claims or
administrative proceedings. In case the total amount of recognized accrued liabilities is not
sufficient to cover the contingencies due, the Company could incur costs higher than those
estimated in relation to such contingent liabilities.
Conditions related to coverage could suffer unexpected changes that cause a significant
adverse effect to the Company.
Changes in the usual practices of segments in which the Company operates, in case law and in
other legal, social and environmental conditions could raise unexpected and unpredictable issues
related to the covered claims and risks. These issues could have a significant adverse effect on
business, in the sense of increasing the scope of covered risks, the quantity or extent of claims,
beyond those provided for in the underwriting assumptions. In some cases, the total extent of the
Company’s responsibility relative to its insurance policies could not be known for many years after
being issued. Such effects related to claims and claim coverage are difficult to be estimated and
could adversely impact the business and results.
In case the insurance policy renewals do not meet expectations, insurance premiums
could be adversely affected in the future.
Most of the insurance policies, including the automobile, group health and group life policies, are
valid for one year. The Company makes estimates of the renewals of its insurance policies. In case
the renewals effectively observed do not fulfill expectations, or in case the renewals are carried out
under terms that are less favorable than those contained in the original policies, the insurance
premiums could be adversly affected in the future.
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4.1 – Description of risk factors
Competition for the services of insurance brokers who sell the Company’s products could
bring negative impacts on its financial results.
Most of the Company’s insurance and private pension products sales are carried out by the network
of independent and non-exclusive insurance brokers. Accordingly, it is necessary to compete for the
services of these insurance brokers and their loyalty. In case the Company is not able to retain
broker loyalty, insurance product sales could drop, thus impacting renewals and new Company
sales, which could be negatively reflected in the Company’s financial condition.
Negative publicity about the insurance sector as a whole or particularly in relation to the
Company’s underlying companies could adversely affect operating income and/or
business of the Company.
Negative publicity about the insurance sector or the Company in particular could have a
repercussion. As a consequence, it could tarnish image of the Company and of its products and
services, and ultimately affect its operating income.
The rise in crime rates and catastrophes, advances in medical techniques and
pharmaceutical products and other factors, beyond the Company’s control, could result in
unexpected losses.
A rise in the Brazilian crime rates could have a direct impact on claims, which could significantly
affect some of the Company’s business lines. Crimes that could affect business include theft of
vehicles, assets and murder, among others. Therefore, the business lines of automobile, other
property and casualty, and life insurance could report income lower than what was initially
projected. The rise in violence levels in Brazil is a risk factor that the Company cannot control or
predict. Other unpredictable events, including natural catastrophes, as well as man-made disasters,
could result in unexpected losses. Among the climate catastrophes that occur in Brazil, floods in the
Southern and Southeastern regions have accounted for a significant share of the losses faced by the
Brazilian insurance companies, as such regions concentrate most of the insurance policies written in
Brazil. In accordance with to the Brazilian insurance sector practices, the Company sets up reserves
for the claims resulting from catastrophes only after analyzing the exposure to damage resulting
from the event. It is not possible to guarantee that the technical reserves set up will be appropriate
to cover the claims effectively calculated. In addition, the Company buys reinsurance coverage for
claims resulting from catastrophes, not being possible to guarantee that such reinsurance coverage
will be appropriate to protect against significant losses or will be available in the future at
commercially reasonable rates. Therefore, one catastrophe or several catastrophic events could
result in the obligation to pay for claims significant higher than expected.
Sudden advances in the technology associated with medicine and pharmaceutical products could
also cause a material adverse effect in relation to private pension products of the Company, to the
extent that they could result in the payment of benefits to survivorship beneficiaries for periods
longer than originally estimated. Additionally, medical and pharmaceutical products could increase
health costs, in cases where the tolerance of patients to disease symptoms are prolonged without a
complete cure and this issue has not been predicted in the pricing of insurance policies.
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4.1 – Description of risk factors
In case current claims, benefits and redemptions exceed the reserves of the Company, its
income could be adversely affected.
The Company’s operations and financial condition depend on its capacity to accurately evaluate the
possible claims, benefits, draws and redemptions due under the terms of the written insurance
policies, savings bonds and private pension plans. The Company recognizes reserves to cover its
obligations with the payment of claims, benefits, draws and redemptions arising from insurance
policies, savings bonds plans and the private pension plans, as well as other technical reserves
related to, among other factors, unearned premiums of insurance policies, unexpired risks
regarding private pension plans and future redemptions in its life insurance policies and private
pension plans. The current technical reserves are based on estimates that involve actuarial and
statistic projections of the final cost that the Company will incur with the payment of claims,
according to information known in the moment, involving future trends in terms of claim severity
and rate, legal theses about obligations, among other factors. Consequently, setting a proper level
of reserve for claims is an inherently uncertain process. The actual claims and claim expenses could
differ, in some cases significantly, from the estimates of provisions reflected in the financial
statements. The actual claims could be higher than those amounts reserved due to several factors,
including the raise in the number of claims and costs to settle existing claims, higher than the
initially estimated costs. In case the actual losses are significantly in excess of the estimates, the
Company could be exposed to a significant rise in its technical reserves, which could have a
significant adverse effect on the Company’s income.
The claims could vary from a period to another, and the differences between the claims
effectively incurred, as well as the underwriting assumptions and recognition of reserves
may produce a material adverse effect on Company’s businesses.
The Company’s income depends significantly on the consistency between the effectively incurred
claims and the assumptions adopted for determining product prices and the obligations related to
future benefits and claims. The liabilities arising out of the obligations related to future benefits and
claims are determined based on the expected payment of such benefits, calculated by means of
assumptions such as investment return, mortality, rate of illnesses, expenses, client retention and
claims, as well as certain macroeconomic factors, such as inflation and interest rates. These
estimates are based on past experiences, actuarial and statistic projections, as well as analyses
carried out by the Company’s management. Such estimates could differ from the actual experience
and, consequently, it is not possible to accurately determine the amounts to be effectively paid to
settle such obligations or when such payments must be made, as in the case of certain life
insurance and private pension products. The exposure to such obligations is periodically evaluated,
according to the changes in the adopted assumptions, as well as in the actual benefits and claims.
At the extent the actual claims are less favorable than the estimates, it is possible the reserves for
claims have to be increased, which could have a significant adverse effect on the Company’s
business.
Failure to maintain and modernize the Company’s information systems could result in an
adverse effect on the results.
The Company’s business depends significantly on the effectiveness of the different information
systems applicable to each of its businesses. The Company is required to allocate resources to
maintain and improve its current systems, as well as to develop new systems aiming at keeping up
with the technological, industrial and regulatory advances, with a view to having the clients’
preferences. In case the Company is unable to maintain an appropriate information system, the
database for the formulation of the policies on pricing, underwriting, reserve calculation and risk
assessment shall be compromised and could lead to erroneous decisions. In addition, the
maintenance of current clients and the attraction of new clients mainly depend on systems capable
of retaining and producing accurate information. Therefore, the occasional lack of capacity by the
Company to maintain and modernize its information systems could result in an adverse effect on its
income and business.
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4.1 – Description of risk factors
Intended acquisitions or strategic investments may not succeed and adversely impact the
Company’s income.
As part of its strategy, the Company could try to promote growth by means of acquisitions and/or
strategic investments in new portfolios. The negotiation of potential acquisitions or strategic
investments, as well as the integration of an acquired business or new personnel, could result in the
diversification of management resources. In general, acquisitions could involve countless additional
risks, such as potential losses from unpredictable activity and the inability to generate revenues
sufficient to offset the acquisition costs. Difficulties in process of integration of new networks, and
information, personnel, financial and accounting systems, risks, and other management systems,
financial planning and reporting, products and client bases into its existing businesses, which could
cause the Company to face difficulties or incur unexpected costs and operating expenses, besides
generating additional demands on management.
The failure of stop loss methods employed as part of the policy underwriting policies
could have a significant adverse effect on the businesses.
As part of the policy underwriting process, the Company adopts several stop loss practices based on
specific analyses of risk variables, whereby each one is assigned an importance level. It is not
possible to guarantee that such stop loss methods that are intrinsic to the policy underwriting
process could effectively reduce the Company’s losses or that the Company is analyzing or
attributing adequate importance to all relevant variables for determining the risks associated with a
certain coverage. In case the Company is not effectively able to appropriately measure the insured
risks and adopt appropriate diversification and stop loss practices, it could incur losses at amounts
above those initially estimated, which could have a material adverse effect on the Company’s
businesses.
The systems, policies and procedures of risk management could expose the Company to
unexpected or unpredictable risks, and could adversely impact its results.
The policies and procedures to identify, monitor and manage risks could not be totally effective.
Some of the risk management methods adopted are based on the history of the market
performance or statistics derived from historical models. These methods could not predict future
exposures, which could be significantly higher than those indicated. Other risk management
methods depend on the evaluation of information related to markets, clients or other issues
available to the public that could not be totally accurate, complete, updated or properly evaluated,
not being possible for the Company, in this case, to adopt other practices and or more effective
procedures than those already adopted. In case the policies and procedures to identify, monitor and
manage risks is found or becomes inadequate, the Company may be subject to risks and losses that
may significantly and adversely impact its businesses and income.
Changes in top management or the occasional difficulty in attracting and retaining
qualified and skilled personnel may have a significant adverse effect on the Company.
The Company’s ability to maintain its competitive position depends largely on the services provided
by its management members besides those provided by skilled employees in certain positions. None
of the management or personnel members is under any long-term employment contract or noncompete contract. It is not possible to guarantee that the Company will be able to maintain the
current members of its management and/or employ new skilled professionals to be part of its
management, personnel and give continuity to its growth. Both the loss of management members
and the impossibility of attracting skilled professionals could cause a material adverse effect on the
activities, financial condition and operating income of the Company.
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4.1 – Description of risk factors
The stock option plan as a way to compensate the management members could generate
an excessive interest in the Company’s share price.
The interests of the Company’s management members could become excessively linked to the price
of shares issued by Sul América, since their compensation is also based on stock option plans. The
fact that a relevant portion of the incentives to management members and executives is closely
related to the achievement of results and the stock performance of the Company could cause
management to manage its businesses and the executives to conduct its activities with greater
focus on generation of results over the time period required to attain profit in view of the exercise
of stock options of the Company granted to them, which could not coincide with the interests of the
other shareholders who have a longer-term investment horizon than the return on incentives
related to the exercise of options within the stock option plan. Further, the exercising of stock
options could cause dilution in the interests of current shareholders, as a consequence of a possible
increase in the Company’s capital as a result of the options.
b) Risk factors related to the direct or indirect controlling shareholder or controlling
group. The Company is controlled by shareholders whose interests could lead to conflict
with those of other shareholders.
Certain decisions made by controlling shareholders, regarding the Company’s operations or financial
structure could conflict with the interests of other shareholders. In this sense, the controlling
shareholders may be interested in operations that, in their opinion, may raise the value of their
equity investments or interests, even if such operations could represent risks or hinder the interests
of the other shareholders.
The Company’s income depends on the income of its subsidiaries and associates.
The Company’s ability to provide income and pay dividends to its shareholders depends on the
distribution of cash flow and the need of retaining capital, following the regulation on the required
minimum capital that shall be observed by its subsidiaries and associates, besides their income,
which could cause adverse effect on the Company’s income.
c) Risk factors related to its shareholders.
The relative volatility and the lack of liquidity in the Brazilian market and securities could
substantially limit the capacity of investors, the unit holders of the Company, to sell them
at the desired price and occasion.
The investments in securities traded in emerging markets like Brazil generally involves higher risk in
comparison to other markets. The Brazilian securities market is substantially smaller and less liquid,
it could thus be more volatile than the main securities markets. The market price of the shares
issued by the Company could also be affected by several reasons other than the Company’s
performance, such as, for example, economic crisis, changes in interest rates, control over
exchange rate, and restriction to remittances abroad, exchange fluctuation, inflation, liquidity in the
domestic financial and capital markets, and loan market, tax policy and tax regime, besides other
political, social and economic developments.
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4.1 – Description of risk factors
It may be necessary to increase the Company’s capital stock in the future, which could
dilute interests in case the shareholder does not exercise its preemptive right
The growth strategy, business nature and assumed risks could require the contribution of additional
funds by shareholders. Therefore, the Company could be required to perform subsequent offering of
shares or convertible securities. In view of this fact, such situations could adversely affect the
market price of the Company’s shares and dilute the interests of our shareholders.
The Company may not pay dividends to the shareholders of the Company
The Company’s bylaws establish (i) the allocation of 5% of the net income to recognize the legal
reserve, taking into account that this recognition may not be required in the year when its balance,
plus the amount of capital reserves, is in excess of 30% of the capital stock; (ii) the allocation of
25% of the adjusted net income according to the law, to distribution to its shareholders, as a
mandatory dividend; (iii) after observing the allocations of the previous items, up to 71.25% shall
be allocated to recognize the statutory reserve for business expansion, being certain that such
amount cannot exceed the capital stock. The Company’s bylaws provide that the statutory reserve
may not be required upon resolution in Shareholders’ Meeting, in case there is payment of
dividends additional to the mandatory minimum dividend. In case the balance of profit reserves is in
excess of capital stock, the Shareholders’ Meeting, upon proposal from management bodies, shall
resolve on the allocation of this balance to savings bonds or distribution of dividends to
shareholders. In addition, Law 6,404/76 allows the suspension of the mandatory distribution of
dividends in a certain year in the event the Board of Directors communicates to shareholders that
such distribution is incompatible with the Company’s financial condition.
d) Risks factors related to subsidiaries or associates.
Some strategic alliances and business partnerships, which generate part of the revenues,
are not exclusive, and the Company does not fully control them.
The Company carries out a significant part of its insurance activities by means of business
partnership with major financial institutions and/or other organization types operating in Brazil. In
the future, some of these partners could decide to (i) not sell or distribute insurance products to
their clients; (ii) sell or distribute the insurance products developed by one or more competitors; or
(iii) sell or distribute their own, or one of their affiliates’ insurance products. As some contracts with
those partners are not exclusive and their respective terms and conditions could be changed in the
future, it is not possible to guarantee that the Company will continue to earn revenues from such
contracts in the future, which could affect its businesses. Furthermore, in relation to the decisionmaking process in the business partnership, the Company and its partners depend on consensus on
implementation of the business strategies or changes to such strategies. Therefore, the Company
could not be able to implement the decisions made in these partnerships, as it would if it fully held
such businesses.
e) Risks factors related to its suppliers.
The Company depends on the maintenance of stable relationships with service providers
that are competent and have trustworthy reputation to render services to its clients.
The relationships with services providers that provide support to clients, such as shops, hospitals or
laboratories, are important to the Company’s operations. The Company could suffer a material
adverse effect in case it is not capable of maintaining a properly established geographically
distributed network of service providers or of negotiating the services contracts with such providers
in an economically viable way. In addition, the Company’s reputation depends on the good and
efficient work of service providers. For this reason, it is extremely important that the Company has
a good relationship with its service providers. In case there is any complaint in relation to such
providers, the Company shall be indirectly affected.
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4.1 – Description of risk factors
The possible illegal conduct by those that sell the products offered by the Company could
cause the Company to be held responsible for the acts of third parties, tarnish the
Company’s image, as well as adversely affect its businesses and income.
The Company does not have direct control over the work of its brokers or the service provided in
the distribution channels through which it operates. Therefore, there could be conduct that do not
meet the standards set by the Company or comply with the applicable legislation or regulation.
Such conducts could tarnish the image and reputation of the Company in the market, as well as
place responsibility for acts committed by such agents, which could adversely affect income.
f) Risk factors related to the Company’s clients.
Possible frauds committed by clients and service providers could impact the cost
structure and adversely impact the Company.
There are cases of clients and service providers that, sometimes in collusion, seek to commit fraud
against the Company aiming at the illegal payment of claims and services. In case the mechanisms
of controls and verification of the Company do not adequately and detect early such frauds, the
Company could make payments in excess of those initially estimated, thus negatively affecting its
income.
g) Risks factors related to economy segments in which the issuer operates.
The Company depends on investment income and the performance of its investments;
therefore, the volatility of the financial assets and the economy could have a material
adverse effect on the Group’s businesses.
The Company depends on the income of its investments portfolio to obtain a significant portion of
its investment income and earnings. Investments are subject to market risks and variations,
including the volatility of the securities markets, fluctuations in interest rates, risks inherent in
certain securities and the existence of regulatory requirements regarding the diversification of the
investment portfolio of insurance companies. Furthermore, the rules applicable to the Company
determine that it invests in real-denominated securities primarily issued by the Federal
Government, thus leaving the Company exposed to the interest rate. The interest rates in Brazil
may be influenced by several factors, including the Brazilian monetary policy, the Brazilian and
international political and economic conditions and other factors beyond the Company’s control. The
incurrence of huge and/or unexpected claims could force the settlement of the securities at an
unfavorable moment, which could result in losses. In case the investments portfolio is not
structured according to the Company’s obligations, it could be forced to settle investments before
maturity, thus incurring significant losses.
The increase in inflation rate and fluctuations in interest rates could have a significant
adverse effect on the Company’s businesses.
The effects of inflation could increase the cost of claims or of other events in the future. The
operating income and the financial condition are also affected by the fluctuations in interest rates.
Brazil has a history of high interest rates due to the monetary policies adopted to combat inflation.
There are no guarantees that the Federal Government will refrain from adopting such measures to
control inflation. In case of increase in interest rates in the future, the cancellations or redemptions
of insurance policies and pension plans could increase with the search, by policyholders, for
investment with higher return rates. This process could result in cash reductions, thus forcing the
Company to sell the assets invested when their respective prices are adversely affected by the
increase in the market’s interest rates, which could incur losses on investments. On the other hand,
in case the interest rates go down, the profit resulting from investments could also be reduced.
Moreover, as the financial instruments from investments portfolios become due, the Company could
have to reinvest the funds received in investments with lower interest rates.
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4.1 – Description of risk factors
The Federal Government exercises significant influence on the Brazilian economy. This
influence, as well as the Brazilian economic and political context, could bring about a
material adverse effect on the Company’s activities and on the market price of the
Company’s shares.
The Brazilian government model has some intervention tools in the Country’s economy, its policies
and rules. Therefore, the Company’s activities, its financial condition, revenues, operating income
and the market price of its shares could be significantly hindered by modifications in the policies or
rules that involve or affect certain factors, such as: (i) monetary policy; (ii) exchange controls; (iii)
inflation; (iv) liquidity in the domestic financial and capital markets; (v) tax policy; and (vi) other
political, social and economic developments that could occur in Brazil or affect it.
h) Risks factors related to the regulation of segment in which the issuer operates.
The regulatory system under which the Company operates and its potential changes
could have a material adverse effect on businesses.
The companies that operate in the insurance, private health care, private pension and asset
management markets are subject to the wide and continuous oversight by the Federal Government.
The main regulatory agencies to which the Company’s businesses are subject are the following: (i)
the Superintendence of Private Insurance and Pensions (“Superintendência de Seguros Privados” in
Portuguese, or SUSEP) in relation to the insurance, savings bonds and private pension products, (ii)
National Agency of Supplemental Health (“Agência Nacional de Saúde Suplementar” in Portuguese,
or ANS), in relation to the private health assistance products, including health insurance, and (iii)
the Central Bank and the Brazilian Securities and Exchange Commission (“Comissão de Valores
Mobiliários” in Portuguese or CVM), in relation to the asset management business. The regulation
governs all aspects of the Brazilian insurance company operations, including minimum capital
requirements, statutory reserves, solvency margins, statutory insurance coverage, policy templates,
price increases, accounting, investment and statistic requirements. Non-compliance with insurance
regulations result in sanctions that could vary from fines to the cancellation of the authorization to
operate. As a result of the frequent amendments to insurance regulation, the operating income
could not necessarily be indicative of future results. The Company’s insurance and asset
management businesses are subject to extensive and strict regulation and oversight.
Due to the comprehensive legal and regulatory framework of the sector, the insurance and asset
management companies (among other financial institutions) are subject to specific Brazilian
insolvency and liquidation rules that, in order to protect the clients of these companies, could even
hold the shareholders jointly liable for the companies’ debts, in case the assets are insufficient to
cover the liabilities.
Although there are few case laws in Brazil about the coverage of such liabilities, in case the
Company’s insurance and asset management subsidiaries face such insolvency and liquidation
proceedings, it could be held liable for any liability in excess of the assets of its subsidiaries.
It is not possible to guarantee that the Federal Government will not amend the laws and/or
regulations, so as to limit the raise in premiums, impose stricter rules or changes that otherwise
would have a material adverse effect on the Company’s businesses. The regulatory framework
within which the Brazilian insurance companies and financial institutions shall operate is in
development, and new laws and regulations could be adopted.
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4.1 – Description of risk factors
Our operations could be subject to restrictions by the ANS, SUSEP or BACEN, which could
result in unexpected expenses.
The Company operates in the health insurance, savings bonds and private pension markets that are
respectively regulated by the governmental bodies ANS and SUSEP. The ANS is the regulatory
agency linked to the Ministry of Health and in charge of the Brazilian health plans market. SUSEP is
the body in charge of controlling and inspecting the insurance, public companies of private pension,
savings bonds, and reinsurance markets. Moreover, the Brazilian Central Bank, a body linked to the
Ministry of Justice, is responsible for guiding, inspecting, preventing and investigating cases of
abuse of economic power, playing a protective role to prevent and suppress such abuses. These
bodies have the power to restrict some operations carried out by Company that could be regarded
as conflicting with the rules and regulations established by each of these regulatory bodies, which
could result in a possible negative impact on the Company’s income. Besides the restrictions, such
bodies could issue new rules and/or regulation or amend the existing ones, imposing sanctions to
those who do not fulfill them. Any sanction imposed by these bodies or nonfulfillment of any
applicable regulation could tarnish the Company’s image, thus negatively affecting its income.
i) Risk factors related to the countries where the Company operates.
Not applicable, because the Company does not operate in other countries.
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4.2 - Comments on expectations about changes in the exposure to risk factors
The Company has a continuous corporate risk management program that constantly assesses the
risks to which it is exposed and that could adversely affect its businesses, financial condition and
income from its operations. The Company is constantly monitoring the changes in the
macroeconomic, regulatory and sectorial scenarios that could influence its activities, by following
the main performance indicators.
The Company aims at reducing its exposure to losses by adopting several stop loss methods as part
of the policy underwriting policies, including: (i) the adoption of retention limits for certain
insurance business lines stricter than those required by insurance regulations; (ii) the imposition of
certain requirements for coverage approval, such as the installation of tracking devices in certain
insured vehicles; and (iii) reinsurance contracts for mitigating underwriting risks, mainly for policies
with huge insured amounts.
As of the date of this Reference Form, SulAmérica does not have expectations about the reduction
or increase in the exposure to the risks mentioned in item 4.1 of this Reference Form, however, it
should be clarified that there is no public civil actions which object arises from abuses committed by
brokers, or by the Company or its subsidiaries. Besides, according to the attorneys handling the
lawsuits, the likelihood of favorable decision to petitions for blocking assets is considered remote.
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4.3 - Non-confidential, significant legal actions, administrative proceedings, or
arbitrations
Sul América S.A. and its subsidiaries are parties to tax, civil and labor proceedings and actions
that, as of December 31, 2013, accounted for R$4.6 billion, having recorded a provision of
R$2.3 billion.
Actions and proceedings considered to be material to the Company are those in which amounts
in dispute are 5% or more of its consolidated shareholders’ equity, and, based on these
assumptions, there are no significant civil actions, labor claims, administrative proceedings or
arbitrations, material or confidential, to which Sul América S.A. or any of its subsidiaries is a
party.
As to tax actions, the ones listed below are considered material based on the aforesaid criteria:
Case # 200061000105649
Tax: INSS
a) Court
b) Level
c) Date of filling
d) Parties to action
Claimant
Respondent
e) Amounts, assets or rights
involved
f) Main facts
g) Chance of loss
h) Analysis of the impact in
the event of unfavorable
outcome
i) Provisioned amount
1st Panel of the Federal Regional Court of the 3rd Region
Appellate Court
April 03, 2000
Sul América Aetna Seguros e Previdência S.A. (currently,
Sul América Companhia de Seguro Saúde)
Regional INSS Collection and Auditing Office in São Paulo.
R$252,354 thousand
The company filed a writ of mandamus disputing the
constitutionality and legality of the Social Security
Contribution on the fees paid to physicians and the 2.5%
premium required to be paid by insurance companies for
taxable events after March 2000. The Court ruled against
the company, which appealed the decision. The appeal
was granted and the social security contribution required
assessment on fees paid the health care professionals was
vacated but the 2.5% premium was nevertheless upheld.
The extraordinary appeal filed by the company disputing
exactly this premium is presently stayed.
Remote
The amounts disputed have been deposited by the
company so the loss will have no financial impact.
None.
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4.3 - Non-confidential and material legal actions, administrative proceedings or
arbitrations
Case # 200361000199347
Tax: COFINS
a) Court
b) Level
c) Date of filling
d) Parties to the proceedings
Claimant
Respondent
e) Amounts,
involved
f) Main facts
assets
or
rights
1st Federal Court of the Judiciary Section of São Paulo
Federal Regional Court of the 3rd Region
July 22, 2003
Sul América Seguro Saúde S/A (merged into Sul América
Companhia de Seguro Saúde)
Head of the Financial Institutions Special Office in São
Paulo
R$205,396 thousand
The company filed a Preventive Writ of Mandamus seeking
preliminary injunction against the imminent act of the Head
of the Financial Institutions Special Office in São Paulo,
which infringes the company’s unquestionable right to not
pay the Contribution for Social Security Financing (COFINS)
accruing on billings, as referred to in article 195, paragraph
I, of the Constitution, thus not being subject to the
provisions in articles 2 and 3 of Law 9,718/98 or the rate
unconstitutionally increased under article 18 of Law
10,684/03.
The Court ruled partially in favor of the company’s claims
and acknowledged its right to pay COFINS calculated in
accordance with the provisions of Complementary Law
70/91, due to the unconstitutional expansion of the
calculation basis provided in article 3, paragraph 1, of Law
9,718/98 until such date as a new legal regulation is
enacted on the matter. Subsequently, the 6th Panel of the
Federal Regional Court of the 3rd Region ruled in favor of
the ex officio transfer, reversing the trial decision and
finding groundless the claims on the allegation that
insurance
companies
cannot
benefit
from
the
unconstitutionality declared in paragraph 1 of article 3 of
Law 9,718/98, by the Brazilian Supreme Court.
g) Chance of loss
Consideration by the Vice-President of the TRF/3rd Region
of the admissibility and of the special and extraordinary
appeals filed by the Company by the Superior Appellate
Court and Brazilian Supreme Court, respectively, currently
pending.
Probable loss for the dispute of COFINS levied on premium
revenues and remote loss for the dispute of COFINS levied
on investment income.
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h) Analysis of the impact in the
event of unfavorable outcome
i) Provisioned amount
Case # 200851010144052
Tax: CSLL
a) Court
b) Level
c) Date of filling
d) Parties to the proceedings
Claimant
Respondent
e) Amounts,
involved
f) Main facts
assets
or
rights
g) Chance of loss
h) Analysis of the impact in the
event of unfavorable outcome
i) Provisioned amount
Version: 19
In the event of unfavorable outcome, the financial impact
on the Company will be forfeiture of the disputed amounts
already deposited by the Company.
R$168,601 thousand
28th Federal Court of Rio de Janeiro
Trial Court (28th VF/RJ)
August 5, 2008
Sul América Cia Nacional de Seguros et al.
Head of the Financial Institutions Special Office in Rio de
Janeiro – DEINF/RJ
R$218,584 thousand
The Company filed a Preventive Writ of Mandamus seeking
preliminary injunction against imminent act of the Head of
the Financial Institutions Special Office in Rio de Janeiro,
which infringes the company’s unquestionable right (i) not
to pay Social Contribution on Net Income (CSLL) at the rate
unconstitutionally increased by article 17 of Law
11,727/2008, passed into law from Provisional Measure #
413/2008, and (ii) to recover amounts paid as social
contribution in June and July 2008 for reporting months of
May and June 2008, proportionally to the increased rate,
through offset or refund. Trial court’s judgment pending.
Possible
In the event of unfavorable outcome, the financial impact
on the Company will be forfeiture of the disputed amounts
already deposited by the Company.
R$218,584 thousand
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4.4 - Non-confidential legal actions, administrative proceedings or arbitrations
which opposing parties are management members, former management members,
controlling interest holders, former controlling interest holders, or investors
As of December 31, 2013, there is no legal action, administrative proceedings or arbitration
falling under this item’s description.
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4.5 – Material, confidential lawsuits
As of December 31, 2013, there is no legal action, administrative proceedings or arbitration
falling under this item’s description.
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4.6 - Joint non-confidential, material recurrent or related legal actions,
administrative proceedings or arbitrations
Of all material cases, so considered the recurrent or related actions and proceedings the
disputed amounts of which, in the aggregate, is at least 5% of the Company's consolidated
shareholders’ equity, the following stands out:
a. amounts involved:
b. provisioned amount:
c.
issuer’s
or
parent’s
practice giving rise to the
contingency:
According to Company’s criteria, the amount involved as of
December 31, 2013 is R$45,498 thousand and corresponds
to complementary provision to cover.
Following Company’s criteria, the provisioned amount as of
December 31, 2013 is R$45,498 thousand and corresponds
to complementary provision to cover.
The companies operating the life insurance line used to
offer group life insurance policies, also known as "clubs",
which consisted of a random group of people adhering to a
primary policy signed by the insurer and a representative
of the insured group. Insurance brokers offered, therefore,
adhesion policies regulated by the terms of the primary
policy. Unlike current life insurance policies, the club-type
life insurance policies did not contain any premium
adjustment provisions simply but established actual
premium increases for the different age groups instead,
being automatically renewable unless termination was
expressly requested by the parties. As a result, the these
policies would become economically and financially
imbalanced due to the aging of the insured, evidenced by
the sharp increase of loss ratio and, quickly, the club-type
policies became unfeasible. In light of that and the
provisions of the new 2002 Brazilian Civil Code, which
apply to insurance contracts, SUSEP issued new rules for
the life insurance line aimed at reducing this impact and
fostering migration of old club-type portfolios to more
modern
modalities
that
provide
proper
premium
adjustments for different age groups. Those migration
programs are called Life Portfolio Readjustment Programs.
Said Programs were disputed in court, having the Superior
Court of Justice (STJ) ruled that policyholders are to
remain covered by their original policies, however,
SulAmérica is authorized to propose new adjustments
slowly and gradually so as to restore the economic and
financial balance of the portfolio.
Since November 2012, the STJ’s standing in that respect
has adjusted to avert the abusive nonrenewal provision
upon expiration of policies. Recent rulings have
consolidated this Court’s standing not to acknowledge
policyholder’s reliance and trust bond with the Insurer in
long-term agreements lacking the animus contrahendi.
Prevailing standings acknowledge, in this case, the validity
of the Readjustment Program offered in 2006 by the
Company.
Rulings of the STJ showing such standing: Special appeal #
880.605-RN; Special appeal # 1.268.581-DF; Special
appeal # 1.199.219-MG.
Since the supplementary coverage provision made in
connection with proceedings involving the Readjustment
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Program is less than 5% of the Company’s consolidated
shareholders’ equity, it will no longer be reported in future
editions.
a. amounts involved:
b. amount provisioned:
c.
issuer’s
or
parent’s
practice giving rise to the
contingency:
It is not possible to estimate the amount involved in such
proceedings due to the different causes of action and
resulting impact of the rulings when rendered definitively.
According to Company’s criteria, the amount provisioned
as of December 31, 2013 for these cases is R$28,300
thousand.
There are approximately 4,900 individual lawsuits
disputing the adjustment for age group of health
insurance, some of which seeking retroactive application of
the Elderly Statute and others addressing alleged abusive
adjustments imposed on the last age group (59 years).
Addressing the same issue, there are currently 14 public
civil actions. The amount involved in these actions is
considered immaterial since there is no immediate risk.
However, the matter in dispute is material, to the extent
that the outcome of those actions may cause significant
changes in certain commercial practices in place at the
Company and have an indirect economic impact.
The widespread repercussion of the issue at the STF (RE #
630.852) was acknowledged on May 31, 2011. Currently,
judgment of the merit of the appeal is still pending before
the case law direction on the issue can be established.
The Company is also party to civil actions in connection with insurance, private pension and
savings bonds products, and labor claims that, individually, are not considered material.
In addition, the Company is a defendant in public civil actions disputing some of the business
practices in place at the Company and its subsidiaries in their relations with consumers, with
some of these actions stemming from abusive conduct of brokers and not the Company or its
subsidiaries. Any unfavorable outcome of these actions may result in changes in those
business practices, under penalty of fines, and other contingencies.
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4.7 - Other material contingencies
Some tax proceedings, although not recurrent or related, when analyzed as a whole, reach an
amount equivalent to 5%, as of December 31, 2013, of the Company's consolidated
shareholders’ equity, being deemed to be material, reason why they are listed below, grouped
according to the tax in dispute:
COFINS-related cases amounting to R$649,950 thousand, with R$373,901 thousand in
provision.
These proceedings largely disputes the constitutionality of: (i) Law 9718/98, which expanded
the COFINS basis, and dispute of tax requirement for insurance companies (probable loss for
the levy of COFINS on premium revenues and remote loss for the levy of COFINS on
investment income); (ii) Article 18 of Law 10,684/03, which increased the tax rate (probable
loss for increase in COFINS rate levied on premium revenues and remote loss for disputed
increase in COFINS rate levied on investment income); (iii) contribution not paid due to a
undue reduction of calculation basis, as per understanding of the Brazilian Internal Revenue
Service (remote loss); and (iv) recovery of income from assets pledged as guarantee of
technical reserves (possible loss).
INSS-related proceedings amounting to R$725,261 thousand, with R$258,507 thousand in
provision
Currently, the matter in dispute in INSS-related proceedings is: INSS (Social Security)
payment requirement for physicians (discussed individually in item 4.3 of this Reference Form)
and brokers (probable loss for disputed INSS payment requirement for brokers and remote
loss for physicians).
Income Tax-related proceedings amounting to R$369,786 thousand, with R$191,080 thousand
in provision
The dispute in these proceedings mainly refer to: (i) deduction of CSLL amounts upon
calculating the actual taxable income for calculating income tax (probable loss); (ii) dispute of
the offset of debit balance and amounts unduly paid or overpaid by SulAmérica and not
confirmed by the Internal Revenue Service (possible and remote loss, depending on the case);
and (iii) assessment notices issued in connection with the deductibility of amortization of
goodwill resulting from merger (possible loss).
PIS-related proceedings amounting to R$277,147 thousand, with R$215,362 thousand in
provision
The main dispute in these proceedings refer to the questioning of: (i) the unconstitutionality of
Constitutional Amendments 01/94, 10/96 and 17/97 and its implications (possible loss), (ii)
contribution not paid due to undue reduction of calculation basis, as per understanding of the
Internal Revenue Service (remote loss); (iii) charge related to investment income from assets
pledged as guarantee of technical reserves (remote loss) and (iv) claimed unconstitutionality
of Law 9,718/98 which expanded the PIS calculation basis, also disputing the tax payment
requirement for insurers (remote loss).
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4.7 – Other material contingencies
CSLL-related proceedings amounting to R$378,435 thousand, with R$290,068 thousand in
provision
The matter disputed in these proceedings mainly refer to: (i) the unconstitutionality of the 6%
increase imposed by Article 17 of Law 11,727/2008, passed into law from Provisional Measure
413/2008 (possible loss), (ii) the assessment notices issued in connection with deductibility of
goodwill amortization resulting from merger (possible loss), (iii) questioning as to offset of
amounts unduly paid or overpaid by SulAmérica and not confirmed by the Internal Revenue
Service (possible and remote loss, depending on the case) and (iv) the unconstitutionality of
rate increase provided in article 2 of Law 9,316/96 (probable loss).
In addition to these and the other material proceedings discussed above, the subsidiary Cia
Saúde entered into a Conduct Adjustment Term (TAC) in connection with exempted approval
for the performance of procedures included in the ANS’s minimum coverage list, in hospitalized
patients.
It refers to the TAC 695/2013 entered into in May/2013 with the Federal District Attorney’s
Office, wherein SulAmérica agrees, for all diagnostic tests and exams, as may be appropriate
considering the clinical condition of hospitalized patients and that are included in the ANS list,
upon request of the referring attending physician or health care establishments, to waive prior
authorization or prior validation of procedure.
Actions for Administrative Impropriety
Some of the operating subsidiaries of the Company are defendants to five actions for
administrative impropriety. Any unfavorable outcome in these actions could result in the
penalties provided in article 12 of Law 8,492/92 being imposed on the subsidiary in question,
such as payment of fines and ineligibility to contract with, or benefit from tax incentives
offered by, the Government for a period of five years.
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4.8 - Rules of the country of origin and of the country where securities are held in
custody
Not applicable, since the Company has its securities held in custody in Brazil.
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5.1 - Description of the main market risks
The main market risks to which group SulAmérica is exposed are: (i) interest rate risk; (ii) inflation
risk; (iii) equity risk; (iv) liquidity risk; (v) foreign exchange risk and in the use of derivative
financial instruments; and (vi) credit risk in marketable securities.
Interest Rate Risk
It is possible for SulAmérica be impacted by changes in interest rates that could affect the present
value of the investment portfolio. As of December 31, 2013, the investment portfolio of SulAmérica
had the following composition:
Index
SELIC/CDI ..............................................................................
FIXED RATE............................................................................
IPCA .......................................................................................
IGPM .....................................................................................
Other .....................................................................................
Total Portfolio .......................................................................
2013
59%
4%
20%
14%
3%
100%
In addition, SulAmérica has a line of “loans and other financing” R$520.4 million in issued
debentures adjusted by the CDI.
Therefore, in case there is a fluctuation in interest rates, both the investment income (expenses) of
SulAmérica and the indebtedness level could be subject to fluctuations.
Inflation Risk
In view of the Assets and Liabilities Management (ALM) studies, as of December 31, 2013, the
subsidiaries that have insurance operations recorded R$1.3 billion (R$1.4 billion in 2012) in
investment in assets adjusted by the IPCA and the subsidiary that operates private pension
contracts known as "Traditional Plans" recorded R$0.99 billion as of December 31, 2013 (R$0.96
billion in 2012) in investments in assets linked to the IGPM.
Besides the allocation based on the studies of ALM, the investment manager could choose to
allocate assets indexed for inflation in other portfolios that do not have ALM restriction provided
that all limits and restrictions defined in the Investment Mandate are observed.
Therefore, in case of fluctuation in inflation rates (IPCA and IGPM), the investment income
(expenses) may be affected.
Equity risk
As of December 31, 2013, the residual exposure of SulAmérica or its subsidiaries in securities is
R$72,802 thousand (R$120,881 thousand in 2012).
Therefore, in case of fluctuation in the stock prices that comprise the securities portfolios, the
investment income (expenses) could be affected.
Liquidity Risk
Liquidity risk is posed by the possibility that SulAmérica invests in low liquidity assets and at terms
shorter than those of its liabilities, giving rise to the possibility of mismatch in cash flows.
Therefore, in case such assets do not have sufficient liquidity for trading, SulAmérica could be
required to sell at prices lower than marked to market, and, consequently, its investment income
(expenses) could be impacted.
Foreign exchange Risk
The investment policy does not allow foreign exchange exposure, except certain property and
casualty line operations, which are carried out in foreign currency.
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5.1 - Description of the main market risks
As of December 31, 2013, the balance of the exposure in US dollars, arising from financial
instruments, including derivatives, amounts to US$74,535 thousand (US$92,871 thousand in
2012), and the liabilities balance amounts to US$72,128 thousand (US$93,766 thousand in 2012).
In the Company’s statements, there was no balance in dollars in 2013 or 2012.
The previously mentioned amounts are those in the accounting records, however, there are special
legal claims (non-ordinary) in US dollars, in which the likelihood of a favorable outcome is
considered “possible”, and that, accordingly, are not recorded, as established by the accounting
practice. As of December 31, 2013, these claims amount to US$500,973 thousand (US$228,644
thousand in 2012), and the corresponding reinsurance is US$480,624 thousand (US$227,904
thousand in 2012), which represents a residual risk of US$20,049 thousand (US$740 thousand in
2012).
Accordingly, in case of fluctuation in the foreign currency, the investment income (expenses) could
be affected.
Derivative Financial Instruments
The current investment policy allows for the allocation of funds to derivatives transactions, provided
that they are previously defined and approved by the Company.
The use of derivative financial instruments in subsidiaries that have insurance and private pension
operations follows the specific rules on the theme that provides for the investment criteria to these
subsidiaries.
Investment positions that use derivatives not exclusively aimed at hedging other subsidiaries that
are not subject to these provisions, are permissible, upon prior approval from the Investment
Committee.
The following table shows the quantitative residual exposure of the Company to derivative financial
instruments.
Futures contracts
Interest rates in Reais .................
Exchange currency........................
Agreement to Buy ........
Interest in Reais .................
Agreement to Sell ..........
Maturity
2014/2022
2014
2015/2023
Notional
amount
972,300,000
17,860,658
990,160,658
965,100,000
965,100,000
Fair value
700,284,462
17,860,658
718,145,120
672,956,015
672,956,015
Credit risk in marketable securities
The credit risk in marketable securities is associated with the likelihood that a counterparty of a
transaction or debt issuer does not meet its financial commitments in full or partially. The credit risk
could be incurred by: (i) repricing of assets from corporate bonds in view of a change in the
perception of risk from the bond issuer; and (ii) the possibility of any corporate bond issuer not
making the expected payment on the due date of the respective bond.
As of December 31, 2013, SulAmérica has exposure of R$1.3 billion in assets from corporate bonds.
The charts below show the risk rating of investments. As of December 31, 2013, 96.4% of total
investments are allocated to AAA or sovereign risk rating (government securities). The information
does not include the amounts related to investments in PGBL and VGBL plans.
The investments comprise the following: checking account balances, resale commitments, and
accounts receivable and payable of exclusive investment funds. These investments are recorded in
the headings “Cash and Cash Equivalents”, “Accounts Receivable” and “Other Accounts Payable”,
respectively.
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5.1 - Description of the main market risks
Investment by risk category without PGBL and VGBL
R$6.8 billion in 2013 and R$6.1 billion in 2012
0.6%
0.1%
0.3%
0.6%
5.1%
2.9%
15.0%
12.2%
80.9%
77.8%
 Government securities
AAA
AA + to AOther
Accordingly, in case of default in corporate bonds or change in its mark to the market price the
investment income could be impacted.
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5.2 - Description of market risks management policy
a. Risk at which hedge is aimed.
The main market risks in relation to which SulAmérica uses hedge are the following: (i) interest rate
risk; (ii) inflation risk, (iii) liquidity risk, (iv) foreign exchange risk, (v) credit risk of marketable
securities.
b. Hedge strategy.
SulAmérica’s Investment Policy establishes strategic guidelines that are observed in the
management of financial assets, including limits, restrictions and rules on diversification aimed at
an allocation that provides an appropriate yield and guarantees SulAmérica’s capacity of fulfilling its
obligations.
The assets and liabilities management (ALM) is used by SulAmérica as one of the main tools to
determine the parameters for allocating its investments, particularly in the portfolio of investments
for technical reserve. Additionally, SulAmérica has products with guarantees to face the risk of
liabilities.
In addition to ALM, projected cash flow analyses are prepared daily, principally related to assets
held in guarantee of technical reserves in order to mitigate this risk.
Derivative financial instruments – swaps and futures contracts (which can also be held by means of
exclusive investment funds) are used to manage the exposure in relation to exchange and interest
rate fluctuations, according to the ALM policy.
In the management of credit risk related to marketable securities in assets of corporate bonds, the
Credit Committee makes the analysis of issues based on quantitative and qualitative aspects.
c. Instruments used for hedging purposes.
Assets are segregated and formed based on the following: objective, characteristics, obligations,
restrictions (example: portfolio for coverage of technical reserves, portfolio for assets and liabilities
management (ALM), portfolio of working capital, etc.).
It is expected that each portfolio, taking into account its particularities, seek to maximize the asset
yield, and also mitigate the risk of mismatching between assets and liabilities of subsidiaries (ALM),
when necessary. Consequently, the following are expected: risk x return ratio shall be balanced,
cash flows between assets and liabilities shall match, and investments shall be efficiently raised,
considering the commitments taken.
By means of daily analyses of projected cash flows, assets with liquidity sufficient to cover shortterm liabilities of portfolios are kept.
The monitoring of balances of accounts receivable and payable in foreign currency is accomplished
based on insurance and reinsurance contracts in foreign currencies and loans and financing through
derivative contracts, mainly futures contracts, aiming at reducing the net impact of exchange rate
variations on its income.
As a result of the credit risk management analysis, a score (internal risk category) is given and an
allocation limit in the issue is set based on such score.
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5.2 - Description of market risks management policy
d. Parameters used for managing these risks.
SulAmérica’s Investment Policy sets out limits of concentration and diversification by investment
segment and also issuers, besides restrictions to certain investments.
Therefore, formalization of the terms and conditions that the manager shall meet in the
management of each portfolio is carried out through investment mandate, as defined in the
investment policy and legislation in effect, which shall include at least the following:
(i) objective;
(ii) return target;
(iii) risk limit;
(iv) asset term;
(v) asset liquidity;
(vi) specific restrictions;
(vii) general restrictions.
For allocations to corporate bonds, the limit is set based on the score given to the issuer and issue,
having to be in compliance with the rules on diversification and concentration set forth in the
Investment Policy, in which the maximum percentage for allocation to a same issuer cannot be
above 15%. Consequently, the lower the risk rating of an issuer, the lower the allocation
percentage that the same issuer can have. The exposure limits are regularly monitored and
assessed on consolidated basis by the investment management company and the financial area.
In relation to the market risk (VaR and Stress Testing), the limits and parameters are set based on
the Investment Policy and are controlled, assessed and observed for decision and investments
purposes, as described below:
The VaR has the objective of quantifying the expected loss over a specific period within a confidence
interval. Stress testing, on the other hand, has the objective of verifying the expected loss in worstcase scenario.
The VaR and stress testing limits are annually revised and defined according to SulAmérica’s risk
appetite.
In the first case, the VaR is calculated for one working day with a confidence interval at 95%, and a
window of 72 days. The volatility and the correlation matrix are calculated by means of the
exponential weighted moving average (EWMA) using a lambda of 0.94.
Stress testing, on the other hand, is calculated using the worst-case scenario of BM&FBovespa.
Corporate bonds also suffer a shock additional to the aforementioned scenario of a spread based
on: (i) rating; and (ii) period to maturity.
Accordingly, the market risk is followed by means of daily reports on information about the VaR and
stress testing, besides the analysis of the incremental risk for asset allocation and specific studies
on changes in the investment portfolio.
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5.2 - Description of market risks management policy
e. If financial instruments are used for hedging purposes and what are the objectives.
SulAmérica uses derivatives only for hedging purposes.
It is permissible to hold investment positions that use derivatives that are not exclusively for
hedging purposes in subsidiaries, given the prior approval from the Investment Committee.
f. Organizational structure of risk management control.
The Investment Committee, composed of five members, permanently follows the asset allocation
and performance based on its strategies, including the ALM portfolio, in order to enable the periodic
revision and balance restoration. Besides the above listed items, the following duties of the
Investment Committee should be highlighted:
(i)
promote the adoption of the best practices in the control over the risks of investments by the
Company;
(ii) periodically revise the Investment Policy, approved by the Company’s Board of Directors,
recommending to the Board of Directors proposal for amendment, if applicable;
(iii) follow and oversee the adoption and compliance with the Investment Policy;
(iv) expressly authorize the acquisition of securities that are not scored as A or B or have
“investment grade” in the national level (when available); and (v) approve the accounting
classification of assets as marked to maturity.
In addition, the Assets and Liabilities Management (ALM) is used by SulAmérica as one of the main
tools to determine the parameters for allocating its investments, particularly in the portfolio for
technical reserves. So a permanent working group was formed to discuss this subject and make
ALM studies aimed at finding out which assets best replicate the main characteristics of liabilities
(interest rates, index rates, payment flow, duration, etc.).
g. Adequacy of the operational structure and internal controls to check the effectiveness
of the adopted policy.
The exposure limits and their respective use, as set out in the Investment Policy, are regularly
monitored and assessed on consolidated basis, regularly by the investment management company
and the financial area, and reported to the Investment Committee, including the occasional need of
adjustment.
Managerial reports are periodically issued containing information on allocation of the investment
portfolios. These reports enable the Investment Committee and the finance and risk management
area to follow up the investments in each business unit.
In addition, at the monthly meeting, the investment managers and the financial area discuss
relevant topics related to the month’s investment performance, international and domestic
economic scenarios, and other points considered relevant at the date.
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5.3 - Significant changes in main market risks
In the previous fiscal year there was no significant change in the main market risks to which the
Company is exposed or in the risk management policy adopted by the Company.
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5.4 - Other significant information
There is no other information deemed material by the issuer.
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6.1 / 6.2 / 6.4 - Issuer’s incorporation date, duration and registration date with the
CVM
Incorporation date of the Issuer
March 13, 1978
Incorporation type of the Issuer
On March 13, 1978, Sul América S.A. was incorporated as a
non-public corporation, upon the transfer of the spin-off portion
of the company Financial e Comercial do Brasil S/A, CNPJ
3.464.280/0001-48.
Incorporation country
Brazil
Duration
Indefinite duration
CVM Registration Date
October 3, 2007
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6.3 - Brief history
On December 5, 1895, Sul América Companhia Nacional de Seguros de Vida (SALIC), the first
company of SulAmérica (in this Reference Form, it refers to Sul América S.A. and its subsidiaries
and associates), was founded by Dom Joaquin Sanchez de Larragoiti. In the first half of the 20th
century, other companies joined Sul América, allowing it to operate in different business segments.
In 1969, carrying the name Sul América Companhia Nacional de Seguros, SALIC went public and its
shares started to be traded on the stock exchange in Rio de Janeiro and in 1970 SulAmérica started
managing health services. In 1978, upon the group's expansion and the need to organize its
corporate structure, the holding company Sul América S.A. was created, referred to in this
Reference Form as the “Company”.
In 1987, SulAmérica started-up its private pension operations by means of Sul América Previdência
Privada S.A.
In 1996, SulAmérica group expanded into the asset management segment upon the creation of Sul
América Investimentos Distribuidora de Títulos e Valores Mobiliários S.A.
In 1997, SulAmérica entered into a joint venture agreement with Aetna International Inc. (Aetna),
one of the largest US insurance companies and a world leader in the health insurance segment. In
2001, ING Insurance International B.V. acquired Aetna's ownership interest and later, in 2002,
entered into a partnership with SulAmérica.
In February 2007, the Company completed the issuance of US$200 million in Senior Notes,
becoming the first Latin-American insurance company to issue such bonds to raise funds in the
international market.
On October 3, 2007 the Company obtained from the Brazilian Securities and Exchange Commission
(“Comissão de Valores Mobiliários” in Portuguese, or CVM) its registration as public company, and
on October 5, 2007 its units started to be traded at the Securities, Commodities and Futures
Exchanges (BM&FBOVESPA), listed in the Level 2 of Differentiated Corporate Governance Practices,
a segment for the trading of the shares of companies that voluntarily undertake to adopt good
corporate governance practices and meet more comprehensive information disclosure requirements.
The Company raised R$775 million with the initial public offering of its Units.
In 2008, after the tender offer, SALIC obtained the cancellation of its registration as a public
company.
In August 2009, SulAmérica opened its new facilities in Rio de Janeiro, located at Rio Cidade Nova
Complex, which has modern power and IT systems that met and continues to meet the stricter
sustainability and operational efficiency requirements.
In December 2010, the subsidiary Sul América Companhia de Seguro Saúde acquired Dental Plan
Ltda. With this operation, SulAmérica increased its presence in the Northern and Northeastern
regions of Brazil, adding 122 thousand members to its dental plan portfolio, which comprised more
than 385 thousand beneficiaries, reinforcing its market share.
In February 2012, the Company settled the senior notes and the swap transaction contracted for
hedge against exchange fluctuation in the amount of R$357.0 million. In addition, on February 6,
2012, 50,000 debentures were issued with unit face value of R$10,000.00, totaling R$500.0 million.
The debentures were issued with maturity of five years counted as of the issue date (February 6,
2017). The face value of debentures will be amortized in three annual and successive installments
from the third year of issue (2015) and will pay interest every six months corresponding to 100% of
the cumulative variation of the daily average rates of one-day interbank deposits (DI), over extragroup, plus a surcharge of 1.15% per year, defined in the bookbuilding procedure.
On April 10, 2013, the purchase of Sul América Capitalização S.A. (SulaCap) was approved by
indirect subsidiary Sul América Santa Cruz Participações S.A. The whole process was completed on
April 25, 2013, and the savings bonds segment started to comprise, from such date, the business
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portfolio of SulAmérica. This operation increases the SulAmérica's product line and enables the
taking up of business opportunities that have great synergy with the current operating segments.
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6.3 - Brief history
On June 14, 2013, the International Finance Corporation (IFC) completed the acquisition of
26,455,026 units of the Company, representing 26,455,026 common shares and 52,910,052
preferred shares disposed by the shareholder ING Insurance International B.V. (ING). With the
completion of the aforementioned transaction, the IFC started to hold 7.9% interest in the total
capital of the Company, while ING maintained its total direct interest of 13.6%.
On December 2, 2013, Swiss Re Direct Investments Company Ltd (Swiss Re) completed the
acquisition of 13,106,928 units issued by the Company, representing 13,106,928 common shares
and 26,213,856 preferred shares, disposed by the members of the Larragoiti Family, indirect
controlling unitholders of the Company (“Larragoiti Family”). With the completion of such
transaction, Swiss Re became the holder of 3.8% in the total capital of the Company, while the
Larragoiti Family maintained its total direct interest of 2.9%.
On January 7, 2014, Swiss Re Direct Investments Company Ltd (Swiss Re) completed the
acquisition of 37,693,075 units, representing 37,693,075 common shares and 75,386,150 preferred
shares of the Company, disposed by ING Insurance International B.V. (ING). In view of the
completion of the transaction and the actual transfer of units, Swiss Re became the holder of an
interest of 14.9% in the capital of the Company (excluding the treasury shares), while ING
maintained its total interest (direct and by means of Amsterdã Holdings Ltda.) of 10.0% (excluding
the treasury shares).
On January 31, 2014, ING Insurance International B.V. granted and transferred to ING
Verzekeringen N.V. 8,029,091 common shares and 16,058,185 preferred shares in the capital of
the Company by means of dividend in kind. Immediately thereafter, ING Verzekeringen N.V.
granted and transferred the ownership interest to ING Insurance Topholding N.V. in dividend in
kind, and the latter then granted and transferred its ownership interest to ING Groep N.V., by
means of dividend in kind. On January 31, 2014, ING Groep N.V. became a party to the
Shareholders’ Agreement of the Company entered into with Sulasa Participações S.A., Sulasapar
Participações S.A. and Amsterdã Holdings Ltda. on December 20, 2013.
On May 16, 2014, the Company’s Board of Directors approved the issue of simple nonconvertible
debentures in up to two series, unsecured, composed of 50,000 debentures with unit face value of
R$ 10,000.00, on the issue date, totaling an issue of R$500.0 million, on the issue date. The first
series debentures, which totaled R$370.0 million, matures on May 15, 2019, with interest payment
every six months at 108.25% of the cumulative variation of the daily average rates of one-day
interbank deposits (DI), over extra-group, while the second series debentures, totaling R$130.0
million, matures on May 15, 2022, with annual interest payment at 7.41%, plus the variation in the
Extended Consumer Price Index (IPCA), released by the Brazilian Institute of Geography and
Statistics (“Instituto Brasileiro de Geografia e Estatística” in Portuguese, or IBGE). The face value of
both series will be amortized in three annual and successive installments, the last one being paid on
the respective due date of each series.
60
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
Fiscal Year 2011
On April 18, 2011
A. Event:
Completion of the acquisition of Dental Plan Ltda. (Dental Plan) by the subsidiary Sul América
Companhia de Seguro Saúde (Cia Saúde), according to the contract entered into on December 13,
2010.
B. Main business conditions:
Cia Saúde entered into a contract for the
R$28.5 million. The acquisition of Dental
obtaining the transaction approval from the
Cia Saúde of one unit in Dental Plan to
Company, was approved.
acquisition of 100% of the
Plan was effectively made
relevant authorities. On the
Sul América Odontológico
capital of Dental Plan for
on April 18, 2011, after
same date the disposal by
S.A., a subsidiary of the
C. Parties:
Dental Plan Ltda. and Sul América Companhia de Seguro Saúde.
D. Resulting effects:
With this transaction, SulAmérica increased its presence in the Northern and Northeastern regions
in Brasil, adding 122 thousand members to its dental plan portfolio, which currently comprises over
385 thousand beneficiaries, reinforcing its position in this segment.
E. Ownership interests before and after the transaction:
Ownership interests before the transaction:
Dental Plan Ltda.
CNPJ/MF 70.067.137/0001-49
Inácio dos Santos Morais ........................................
Andréa Capela Morais Figueiredo..............................
Total ...................................................................
Units
1,342,020
5,600
1,347,620
%
Units
%
99.58
0.42
100
Ownership interests after the transaction:
Dental Plan Ltda.
CNPJ/MF 70.067.137/0001-49
Sul
América
Companhia
de
Seguro
Saúde
..................
Sul América Odontológico S.A. .................................
Total ...................................................................
1,347,619
100
1
1,347,620
0
100
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Reference Form – 2014 – SUL AMERICA S/A
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6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
November 30, 2011
A. Event:
Merger of Executivos S.A. – Administração e Promoção de Seguros (Executivos) into Sul América
Santa Cruz Participações S.A. (Santa Cruz).
B. Main business conditions:
On November 29, 2011, Santa Cruz acquired from Sul América Seguros de Pessoas e Previdência
S.A. the total capital of Executivos, composed of 343,350 registered common shares, the merger of
Executivos into Santa Cruz having been approved on November 30, 2011, without the issue of new
shares and without change in the capital stock of the latter.
C. Parties:
Sul América Santa Cruz Participações S.A. and Executivos S.A. – Administração e Promoção de
Seguros.
D. Resulting effects:
The merger of the subsidiary Executivos aimed at streamlining the corporate structure of
SulAmérica.
E. Ownership interests before and after the transaction:
Ownership interests before the transaction:
Sul América Santa Cruz Participações S.A.
CNPJ/MF # 92.664.937/0001-80
CS
4,302
1,180
5,482
%
78.4750
21.5250
100.00
CS
343,349
1
343,350
%
99.9997
0.0003
100.00
CS
4,302
1,180
5,482
%
78.4750
21.5250
100.00
Sul América Seguro Saúde S.A. ...............................
Sul América Companhia de Seguro Saúde …………………
Total ...................................................................
Executivos S.A. – Administração e Promoção de Seguros
CNPJ/MF # 02.438.740/0001-30
Sul América Santa Cruz Participações S.A. ................
Individual.........................................................
Total ...................................................................
Ownership interests before the transaction:
Sul América Santa Cruz Participações S.A.
CNPJ/MF # 92.664.937/0001-80
Sul América Seguro Saúde S.A. .....................
Sul América Companhia de Seguro Saúde ...
Total ...................................................................
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6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
Executivos S.A. – Administração e Promoção de Seguros
CNPJ/MF # 02.438.740/0001-30
Sul América Santa Cruz Participações S.A..............
Individuals .........................................................
Total ...................................................................
CS
0
0
0
%
0
0
0
Fiscal Year 2012
May 28, 2012
A. Event:
On May 28, 2013, the subsidiary Sul América Santa Cruz Participações S.A. (Santa Cruz) executed
a contract aiming at the acquisition of the shareholding control of Sul América Capitalização S.A. SULACAP (SulaCap).
B. Main business conditions:
Santa Cruz signed a contract for the acquisition of the total interest held by Saspar Participações
S.A. in the capital stock of SulaCap, representing 83.27% of the capital stock of the latter at the
base price of R$214 million, and this value may be incremented by up to R$71 million, as long as
certain conditions set forth in the contract are met. The contract for purchase and sale of shares
entered into on May 28, 2012 and amended on March 18, 2013. On April 25, 2013, after the
implementation of the conditions precedent provided for in the contract, such acquisition was
completed.
C. Parties:
Sul América Santa Cruz Participações S.A.; Saspar Participações S.A.;
Capitalização S.A. (SULACAP).
and Sul América
D. Resulting effects:
The integration of SulaCap into the conglomerate of insurance, pension and investment that has
SulAmérica as holding, benefiting both SulaCap and SulAmérica by taking advantage of the
synergies arising from each of their activities, and sharing a wide and consolidated management
and administrative structure of Sul América, highly specialized to serve companies operating in the
segments overseen by SUSEP.
E. Ownership interests before and after the transaction:
Ownership interests before the transaction:
Sul América Capitalização S.A. – SULACAP
CNPJ/MF # 03.558.096/0001-04
Saspar Participações S.A. ........................................
Other ..................................................................
Total ...................................................................
CS
229
46
275
%
83.27
16.73
100.00
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Reference Form – 2014 – SUL AMERICA S/A
Version: 19
6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
Ownership interests after the transaction:
Sul América Capitalização S.A. – SULACAP
CNPJ/MF # 03.558.096/0001-04
CS
229
46
275
Sul América Santa Cruz Participações S.A. ................
Others ..................................................................
Total ...................................................................
%
83.27
16.73
100.00
May 31, 2012
A. Event:
Merger of Dental Plan Ltda. (Dental Plan) into Sul América Odontológico S.A. (SulaOdonto).
B. Main business conditions:
On May 31, 2012, Sul América Companhia de Seguro Saúde increased the capital stock of
SulaOdonto, with the units representing the originally owned capital stock of Dental Plan. Then, in
the same act, Dental Plan merged SulaOdonto. The transaction was approved by the ANS on
September 11, 2012.
C. Parties:
Sul América Companhia de Seguro Saúde; Sul América Odontológico S.A.; and Dental Plan Ltda.
D. Resulting effects:
The merger of subsidiary Dental Plan aimed at streamlining the corporate structure of SulAmérica.
E. Ownership interests before and after the transaction:
Ownership interests before the transaction:
Sul América Odontológico S.A.
CNPJ/MF # 11.973.134/0001-05
Sul América Companhia de Seguro Saúde .................
Board members .....................................................
Total ...................................................................
CS
999,993
7
1,000,000
%
99.9993
0.0007
100.00
CS
1,347,619
1
1,347,620
%
99.9999
0.0001
100.00
Dental Plan Ltda.
CNPJ/MF # 70.067.137/0001-49
Sul América Companhia de Seguro Saúde ................
Sul América Odontológico S.A. .................................
Total ...................................................................
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Reference Form – 2014 – SUL AMERICA S/A
Version: 19
6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
Ownership interests after the transaction:
Sul América Odontológico S.A.
CNPJ/MF # 11.973.134/0001-05
Sul América Companhia de Seguro Saúde..................
Board members......................................................
Total ...................................................................
CS
999,993
7
1,000,000
%
99.9993
0.0007
100.00
CS
0
0
0
%
0
0
0
Dental Plan Ltda.
CNPJ/MF # 70.067.137/0001-49
Sul América Companhia de Seguro Saúde ................
Sul América Odontológico S.A. ................................
Total ...................................................................
Fiscal Year 2013
January 31, 2013
A. Event:
Merger of Sul América Seguro Saúde S.A. (Saúde S.A.) with Sul América Companhia de Seguro
Saúde (Cia Saúde) without issue of new shares and without change in the capital stock of Cia
Saúde.
B. Main business conditions:
On January 31, 2013, the shareholders of Saúde S.A. and Cia Saúde approved in an Extraordinary
Shareholders’ Meeting, the dissolution by merger of the earlier into the latter. The operation was
approved by the ANS on April 24, 2013.
C. Parties:
Sul América Seguro Saúde S.A. and Sul América Companhia de Seguro Saúde.
D. Resulting effects:
The merger of the subsidiary Saúde S.A. aimed at streamlining the corporate structure of
SulAmérica.
65
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Version: 19
6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
E. Ownership interests before and after the transaction:
Ownership interests before the transaction:
Sul América Companhia de Seguro Saúde
CNPJ/MF # 01.685.053/0001-56
CS
%
Sul América Cia Nacional
de Seguros ............
32,224,312 61.8464
Sul América S.A. ...........
17,106,231 32.8311
Saepar Serviços e
Participações S.A......
2,773,269
5.3226
Subtotal ...................
52,103,812 100.00
Treasury shares.............
14,172,669
Total ..........................
66, 276,481
PS
%
Total
%
44,507,062
4,264,636
68.6496
25.4423
43,731,374
21,370,867
63.5023
31.0326
990,316
16,762,014
6,487,270
5.9081
100.00
3,752,585
67,865,826
20,659,939
5.4651
100.00
23,249,284
89,525,765
Sul América Seguro Saúde S.A.
CNPJ/MF #86.878.469/0001-43
CS
1,347,619
1
1,347,620
Sul América Companhia de Seguro Saúde ...............
Sul América Odontológico S.A. ...............................
Total ...................................................................
%
99.9999
0.0001
100.00
Ownership interests after the transaction:
Sul América Companhia de Seguro Saúde
CNPJ/MF # 01.685.053/0001-56
CS
%
Sul América Cia Nacional
de Seguros..............
32,224,312 61.8464
Sul América S.A. ...........
17,106,231 32.8311
Saepar Serviços e
Participações S.A. ....
2,773,269
5.3226
Subtotal ......................
52,103,812 100.00
Treasury shares.............
14,172,669
Total ..........................
66,276,481
PS
%
Total
%
11,507,062
4,264,636
68.6496
25.4423
43,731,374
21,370,867
63.5023
31.0326
990,316
16,762,014
6,487,270
23,249,284
5.9081
100.00
3,763,585
68,865,826
20,659,939
89,525,765
5.4651
100.00
Sul América Seguro Saúde S.A.
CNPJ/MF #86.878.469/0001-43
Sul América Companhia de Seguro Saúde .................
Sul América Odontológico S.A. ...............................
Total ...................................................................
CS
0
0
0
%
0
0
0
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Reference Form – 2014 – SUL AMERICA S/A
Version: 19
6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
May 16, 2013
A. Event:
The acquisition by International Finance Corporation (IFC) of the units issued by the Company,
disposed by the shareholder ING Insurance International B.V. (ING), as informed in the Material
Fact released on May 16, 2013.
B. Main business conditions:
On June 14, 2013, IFC completed the acquisition of 26,455,026 units issued by the Company,
representing 26,455,026 common shares and 52,910,052 preferred shares, disposed by the
shareholder ING.
C. Parties:
International Finance Corporation; ING Insurance International B.V.; and Sul América S.A.
D. Resulting effects:
With the completion of such transaction, IFC started to hold 7.9% in the total capital of the
Company, while ING maintained its total direct interest of 13.6%.
E. Ownership interests before and after the transaction:
Ownership interests before the transaction:
Sul América S.A.
CNPJ/MF # 29.978.814/0001-87
Shareholders(1)
Sulasapar
Participações S.A. .
ING Insurance
Internacional BV ...
Individuals of the
controlling
stake.........
Board members and
Executive
officers....
Shares in free float..
Subtotal ...............
Treasury shares...
Total ......................
EO(2)
%
EP(2)
%
Total
%
UNITS
-
335,638,854
60.1171
-
0.0000
335,638,854
33.4531
72,177,192
12.9278
144,354,387
32.4389
216,531,579
21.5817
72,177,192
22,842,936
4.0915
45,685,878
10.2664
68,528,814
6.8303
22,842,936
164,365
127,484,767
558,308,114
6,297,600
564,605,714
0.0294
22.8341
100
328,730
254,635,588
445,004,583
12,595,196
457,599,779
0.0739
57.2209
100
493,095
382,120,355
1,003,312,697
18,892,796
1,022,205,493
0.0491
38.0859
100
164,365
127,317,061
222,501,554
222,501,554
Shareholding distribution according to the concept of BM&FBOVESPA.
222,501,554 of total common shares and 445,003,108 of total preferred shares comprising the UNITS, each UNIT being formed by
one common share and two preferred shares.
(1)
(2)
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Version: 19
6.5 - Main corporate events occurred in the issuer, subsidiaries or
associates
Ownership interests after the transaction:
Sul América S.A.
CNPJ/MF # 29.978.814/0001-87
Shareholders(1)
Sulasapar
Participações S.A.
ING Insurance
Internacional BV ..
Individuals of the
controlling
stake.........
Board members and
executive
officers....
Shares in free float..
International Finance
Corporation ......
Other ............
Sub-Total ..............
Treasury shares...
Total .....................
EO(2)
%
EP(2)
%
Total
%
UNITS
-
335,638,854
60.1171
-
0.0000
335,638,854
33.4531
45,722,166
8.1894
91,444,335
20.5491
137,166,501
13.6714
45,722,166
22,842,936
4.0915
45,685,878
10.2664
68,528,814
6.8303
22,842,936
157,965
153,946,193
0.0283
27.5737
315,930
307,558,440
0.0710
69.1135
473,895
461,504,633
0.0472
45.9981
157,965
153,778,487
26,455,026
127,491,167
558,308,114
6,297,600
564,605,714
4.7384
22.8353
100
52,910,052
254,648,388
445,004,583
12,595,196
457,599,779
11.8898
57.2238
100
79,365,078
382,139,555
1,003,312,697
18,892,796
1,022,205,493
7.9103
38.0878
100
26,445,026
127,323,461
222,501,554
222,501,554
Shareholding distribution according to the concept of BM&FBOVESPA.
222,501,554 of total common shares and 445,003,108 of total preferred shares comprising UNITS, each UNIT being formed by one
common share and two preferred shares.
In treasury there are 2 separate common shares.
The line "Shares in free float" corresponds to the subtotal that consolidates the following lines: "International Finance Corporation" and
"Other".
(1)
(2)
November 18, 2013
A. Event:
On November 18, 2013, Swiss Re Direct Investments Company Ltd (Swiss Re) and the
members of the Larragoiti Family, indirect controlling shareholders of the Company (Larragoiti
Family) entered into a contract for the acquisition by Swiss Re of the units issued by the
Company.
B. Main business conditions:
On December 2, 2013, Swiss Re completed the acquisition of 13,106,928 units issued by the
Company, representing 13,106,928 common shares and 26,213,856 preferred shares,
disposed by the Larragoiti Family, as informed in the Material Fact released on November 18,
2013.
C. Parties:
Swiss Re Direct Investments Company Ltd; Patrick Antonio Claude de Larragoiti Lucas, Chantal
de Larragoiti Lucas, Christiane Claude de Larragoiti Lucas, Isabelle Rose Marie de Ségur
Lamoignon and Sophie Maria Antoinette de Ségur.
D. Resulting effects:
With the completion of the transaction, Swiss Re became the holder of 3.9% interest in the
total capital of SulAmérica, while the Larragoiti Family maintained total direct interest of 2.9%.
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6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
E. Ownership interests before and after the transaction:
Ownership interests before the transaction:
Sul América S.A.
CNPJ/MF # 29.978.814/0001-87
Shareholders(1)
Sulasapar
Participações S.A..
ING Insurance
Internacional BV ..
Individuals of the
controlling
stake.........
Board members
and executive
officers....
Shares in free float..
Oppenheimer
Developing
Markets Fund ...
International Finance
Corporation ......
Other ............
Sub-Total
.....................
Treasury shares...
Total ..................
EO(2)
%
EP(2)
%
Total
%
UNITS
-
335,638,854
60.1171
-
0.0000
335,638,854
33.4531
45,722,166
8.1894
91,444,335
20.5491
137,166,501
13.6714
45,722,166
22,842,936
4.0915
45,685,878
10.2664
68,528,814
6.8303
22,842,936
157,965
153,946,193
0.0283
27.5737
315,930
307,558,440
0.0710
69.1135
473,895
461,504,633
0.0472
45.9981
157,965
99,664,434
24,659,033
4.9541
55,318,066
12.4309
82,977,099
26,455,026
99,832,134
4.7384
17.8812
52,910,052
199,330,317
11.8898
47.7929
79,365,078
299,162,451
7.9103
38.0878
26,445,026
99,832,134
558,308,114
6,297,600
564,605,714
100
445,004,578
12,595,201
457,599,779
100
1,003,312,692
18,892,801
1,022,205,493
100
222,501,560
222,501,554
27,659,033
Shareholding distribution according to the concept of BM&FBOVESPA.
222,501,560 of total common shares and 445,003,120 of total preferred shares comprising UNITS, each UNIT being formed by one
common share and two preferred shares.
In treasury shares there is one separate preferred share.
The shareholders "Oppenheimer Developing Markets Fund" and "Intenational Finance Corporation" each holds noncontrolling interests
over 5% of a same class of shares (PS), and, therefore, are shown in separate from the shares in free float of the Company.
The increase of 5 preferred shares in treasury shares was caused by the result of the determination of fractional shares after the bid for
the remaining amounts arising from share bonus. The increase of six units in free float was caused by the formation of units by the
shareholders of the free float portion.
The line "Shares in free float" corresponds to the subtotal that consolidates the following lines: "Oppenheimer Developing Markets
Fund", "International Finance Corporation" and "Others".
(1)
(2)
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6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
Ownership interests after the transaction:
Sul América S.A.
CNPJ/MF # 29.978.814/0001-87
Shareholders(1)
Sulasapar
Participações S.A.(3)
ING Insurance
Internacional BV ..
Individuals of the
controlling
stake(4).........
Board members and
executive officers....
Shares in free float..
Oppenheimer
Developing
Markets Fund ......
International Finance
Corporation ......
Swiss Re Direct …….
Investments
Company Ltd …….
Other ............
Sub-Total ...............
Treasury shares...
Total ..........................
EO(2)
%
EP(2)
%
Total
%
UNITS
283,507,138
56.0219
52,131,716
10.4841
335,638,854
33.4531
26,065,858
45,722,166
9.0348
91,444,335
18.3901
137,166,501
13.6714
45,722,166
9,491,008
1.8755
18,982,022
3.8174
28,473,030
2.8379
9,491,008
157,965
167,186,787
0.0312
33.0366
315,930
334,373,625
0.0635
67.2449
473,895
501,560,412
0.0472
45.9904
157,965
167,186,088
27,659,033
5.4655
55,318,066
11.1249
82,977,099
8.2703
27,659,033
26,455,026
5.2276
52,910,052
10.6406
79,365,078
7.9103
26,455,026
13,106,928
99,965,800
506,065,064
6,297,600
512,362,664
2.5900
19.7535
100
26,213,856
199,931,651
497,247,628
12,595,201
509,842,829
5.2718
40.2077
100
39,320,784
299,897,451
1,003,312,692
18,892,801
1,022,205,493
3.9191
29.8907
100
13,106,928
99,965,101
248,623,085
248,623,085
Shareholding distribution according to the concept of BM&FBOVESPA.
248,623,085 of total common shares and 497,246,170 of total preferred shares comprising UNITS, each UNIT being formed by one
common share and two preferred shares.
(3)
The conversion of 52,131,716 common shares of its ownership was made into an equal amounts of preferred shares, with the
subsequent formation of 26,065,858 units.
(4)
The shareholders comprising the "Individuals of the Controlling Stake" performed, besides the transaction reported hereof,
transactions on the market.
In treasury shares there is one single preferred share.
The shareholder "Oppenheimer Developing Markets Fund" holds noncontrolling interests over 5% of a same class of shares ( PS), and,
therefore, is shown in separate from the shares in free float of the Company.
The shareholders Swiss Re Direct Investments Company Ltd. and International Finance Corporation are signatories of the shareholders’
agreements with the Company and its parent company, and they are entitled to appoint a member to the Board of Directors of the
Company, reason why they are shown in separate from the shares in free float.
The line "Shares in free float" corresponds to the subtotal that consolidates the following lines: "Oppenheimer Developing Markets
Fund", "International Finance Corporation", "Swiss Re Direct Investments Company Ltd" and " Others".
(1)
(2)
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Reference Form – 2014 – SUL AMERICA S/A
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6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
November 18, 2013
A. Event:
On November 18, 2013, the contract entered between Swiss Re Direct Investments Company
Ltd (Swiss Re) and ING Insurance International B.V. (ING) for the acquisition by Swiss Re of
the units issued by the Company.
B. Main business conditions:
On January 7, 2014, after the implementation of the conditions precedent provided for in the
contract, Swiss Re completed the acquisition of 37,693,075 units, representing 37,693,075
common shares and 75,386,150 preferred shares issued by the Company, disposed by ING, as
informed in the Material Fact released on November 18, 2013.
C. Parties:
Swiss Re Direct Investments Company Ltd; ING Insurance International B.V.; and Sul América
S.A.
D. Resulting effects:
In view of the completion of the transaction and the effective transfer of the units, Swiss Re
became the holder of a 14.9% interest in the capital of the Company, excluding Treasury
Shares, while ING maintained a total interest (direct and by means of Amsterdã Holdings
Ltda.) of 10.0%.
E. Ownership interests before and after the transaction:
Ownership interests before the transaction:
Sul América S.A.
CNPJ/MF # 29.978.814/0001-87
Shareholders(1)
Sulasapar
Participações S.A.(3)
ING Insurance
Internacional BV ..
Individuals of the
controlling stake (4)..
Board members and
executive officers....
Shares in free float..
Oppenheimer
Developing
Markets Fund ......
International Finance
Corporation ......
Swiss Re Direct …….
Investments
Company Ltd …….
Other ............
Subtotal ................
Treasury shares...
Total .......................
EO(2)
%
EP(2)
%
Total
%
UNITS
283,507,138
56.0219
52,131,716
10.4841
335,638,854
33.4531
26,065,858
45,722,166
9.0348
91,444,335
18.3901
137,166,501
13.6714
45,722,166
9,491,008
1.8755
18,982,022
3.8174
28,473,030
2.8379
9,491,008
157,965
167,186,787
0.0312
33.0366
315,930
334,373,625
0.0635
67.2449
473,895
501,560,412
0.0472
45.9904
157,965
167,186,088
27,659,033
5.4655
55,318,066
11.1249
82,977,099
8.2703
27,659,033
26,455,026
5.2276
52,910,052
10.6406
79,365,078
7.9103
26,455,026
13,106,928
99,965,800
506,065,064
6,297,600
512,362,664
2.5900
19.7535
100
26,213,856
199,931,651
497,247,628
12,595,201
509,842,829
5.2718
40.2077
100
39,320,784
299,897,451
1,003,312,692
18,892,801
1,022,205,493
3.9191
29.8907
100
13,106,928
99,965,101
248,623,085
248,623,085
Shareholding distribution according to the concept of BM&FBOVESPA.
248,623,085 of total common shares and 497,246,170 of total preferred shares comprising UNITS, each UNIT being formed by one
common share and two preferred shares.
(3)
The conversion of 52,131,716 common shares of its ownership was made into an equal amount of preferred shares, with the
subsequent formation of 26,065,858 units.
(4)
The shareholders comprising the line "Individuals of the Controlling Stake" performed besides the transaction reported hereof,
transactions on the market.
In treasury shares there is one single preferred share.
(1)
(2)
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6.5 - Main corporate events occurred in the issuer, subsidiaries or associates
The shareholder "Oppenheimer Developing Markets Fund" holds noncontrolling interests over 5% of a same class of shares (PS), and,
therefore, shown in separate from the shares in free float of the Company.
The shareholders Swiss Re Direct Investments Company Ltd. and International Finance Corporation are signatories of shareholders’
agreements with the Company and its controlling interestholder, and are entitled to appoint a member to the Board of Directors of the
Company, reason why they are shown in separate from the shares in free float.
The line "Shares in free float" corresponds to the subtotal that consolidates the following lines: "Oppenheimer Developing Markets
Fund", "International Finance Corporation", "Swiss Re Direct Investments Company Ltd" and "Others".
Ownership interests after the transaction:
Sul América S.A.
CNPJ/MF # 29.978.814/0001-87
Shareholders(1)
Sulasapar
Participações S.A.
EO(2)
%
EP(2)
%
Total
%
UNITS
%
257,462,713
50.8754
42,866
0.0086
257,505,579
25.6655
21,433
0.0100
9,491,008
1.8755
18,982,022
3.8174
28,473,030
2.8379
9,491,008
3.8200
154,965
238,953,378
34,073,516
8,029,091
26,044,425
0.0312
47.2179
6.7330
1.5866
5.1465
315,930
477,906,810
68,147,035
16,058,185
52,088,850
0.0635
96.1104
13.7048
3.2294
10.4754
473,895
716,860,188
102,220,551
24,087,276
78,133,275
0.0472
71.4493
10.1883
2.4008
7.7875
157,965
238,952,679
34,073,516
8,029,091
26,044,425
0.0600
96.1100
13.7000
3.2300
10.4800
26,455,026
5.2276
52,910,052
10.6406
79,365,078
7.9103
26,455,026
10.6
400
50,800,003
10.0382
101,600,006
20.4325
152,400,009
15.1897
50,800,003
20.4
300
27,659,033
5.4655
55,318,066
11.1249
82,977,099
Other ............
Subtotal ..................
99,969,800
506,065,064
19.7535
100
199,931,651
497,247,628
40.2077
100
299,897,451
1,003,312,692
8.2703
29.8907
100
27,659,033
99,965,101
248,623,085
11.1
200
40.2100
100
Treasury shares...
Total ............................
6,297,600
512,362,664
Individuals of the
controlling
stake.........
Board members and
executive
officers....
Shares in free float..
ING Consolidated* .....
International BV ...
Amsterdã Holding ......
International Finance
Corporation ......
Swiss Re Direct …….
Investments
Company Ltd** …….
Oppenheimer Developing
Markets Fund
12,595,201
509,842,829
18,892,801
1,022,205,493
248,623,085
Shareholding distribution according to the concept of BM&FBOVESPA.
248,623,085 of total common shares and 497,246,170 of total preferred shares comprising UNITS, each UNIT being formed by one
common share and two preferred shares.
In treasury shares there is one single preferred share.
The shareholder "Oppenheimer Developing Markets Fund" holds noncontrolling interests over 5% of a same class of shares (PS), and,
therefore, is separated from the shares in free float of the Company.
(1)
(2)
The shareholders ING Insurance International, Intenational Finance Corporation, Amsterdã Holdings Ltda. and Swiss Re Direct
Investments Company Ltd. are signatories of shareholders’ agreements with the Company and its controlling interestholder and are
entitled to appoint a member to the Board of Directors of the Company, reason why they are shown in separate from the shares in free
float.

Total generated for information purposes only.
** Swiss Re Direct Investments Company Ltd. holds 14.9% in total capital stock of the Company, including the Treasury Shares, and
15.19% excluding the Treasury Shares.
The line "Shares in free float" corresponds to the subtotal that consolidates the following lines: "ING Consolidated", "Oppenheimer
Developing Markets Fund", "International Finance Corporation", "Swiss Re Direct Investments Company Ltd." and "Others".
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6.6 - Information on the petition for bankruptcy based on material amount or court
or out-of-court reorganization proceedings
Until the issue date of this Reference Form, no petition for bankruptcy or court or out-of-court
reorganization proceedings of the Company or of any of its subsidiaries was filed.
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6.7 - Other significant information
There is no Other significant information on this item.
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7.1 - Description of the activities of the issuer and its subsidiaries
Sul América S.A. is a corporation headquartered in the capital of the state of Rio de Janeiro, on
Rua Beatriz Larragoiti Lucas, nº121, parte, CEP 20.211-903, with shares listed in the Level 2 of
Differentiated Corporate Governance Practices of the Securities, Commodities and Futures
Exchanges (BM&FBOVESPA) under the trading symbol “SULA11”. The Company’s shares are
traded as certificates of stocks, named Units (composed of one common share and two
preferred shares). The Company’s corporate purpose, according to its Bylaws, is the
management of its assets and holding of interests in other companies. The Company holds
interests in companies that mainly carry out insurance, private pension and asset management
operations. In consolidated terms, SulAmérica occupies the fourth position in the ranking of
Brazilian insurance companies in terms of insurance premiums, according to the data of SUSEP
and ANS released in September 2013, being the largest independent insurance group in Brazil.
SulAmérica operates in the Brazilian insurance sector since 1895, the year when it was
founded, providing a wide range of products and services to individuals and companies
throughout the national territory.
SulAmérica’s businesses are conducted by the following operating subsidiaries:
(i)
Sul América Companhia de Seguro Saúde: controlled by Sul América Companhia Nacional
de Seguros (65.14%), it operates in the segment of individual and group heath and
dental insurance, and has the corporate purpose of operating solely in the health
insurance line, being able to hold interests in other companies. Sul América Companhia
de Seguro Saúde is overseen by the ANS.
(ii)
Sul América Saúde Companhia de Seguros: controlled by Sul América Companhia de
Seguro Saúde (100.0%), it operates in the segment of group health and dental insurance
for clients from Banco do Brasil, and has the corporate purpose of operating solely in the
health insurance line, being able to hold interests in other companies. Sul América Saúde
Companhia de Seguros is overseen by the ANS.
(iii)
Sul América Companhia Nacional de Seguros: controlled by Saepar Serviços e
Participações S.A. (75.55%), it operates in the segment of automobile and other
property and casualty insurance, and has the corporate purpose of operating in life
insurance and private pension and property and casualty insurance, in any of their
modalities or types, being able to hold interests in other companies, throughout the
national territory. Sul América Companhia Nacional de Seguros is overseen by SUSEP.
(iv)
Sul América Companhia de Seguros Gerais: controlled by Sul América Companhia
Nacional de Seguros (52.69%), it operates in the segment of automobile and other
property and casualty insurance, and has the corporate purpose of operating property
and casualty insurance, in any of their modalities or types, being able to hold interests in
other companies, in the states of Rio de Janeiro, Espírito Santo and Minas Gerais. Sul
América Companhia de Seguros Gerais is overseen by the SUSEP.
(v)
Sul América Seguros de Pessoas e Previdência S.A.: controlled by Sul América
Companhia de Seguro Saúde (100.0%), it operates in the segment of life insurance and
private pension, and has the corporate purpose of operating life insurance and publiclyheld private pension, in any of their modalities or types, being able to hold interests in
other companies, throughout the national territory. Sul América Seguros de Pessoas e
Previdência S.A. is overseen by the SUSEP.
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7.1 - Description of the activities of the issuer and its subsidiaries
(vi)
Sul América Investimentos Distribuidora de Títulos e Valores Mobiliários S.A.: controlled
by Sul América Companhia de Seguro Saúde (100.0%), it operates in the segment of
securities distribution, being thus subject to the legislation applicable to financial
institutions and the inspection and regulation by the Brazilian Central Bank and the CVM,
having as corporate purpose: (a) underwrite separately or in consortium with other
authorized companies the issues of securities for resale; (b) intermediate the placement
of issues of securities in the market; (c) buy and sell securities on its own behalf or on
behalf of third parties; (d) be in charge of the administration of portfolios and custody of
securities; (e) be in charge of the underwriting, transfer and certification of
endorsements, split of share certificates, receipt and payment of redemptions, interest
rates and other proceeds arising from securities; (f) exercise the duties of the fiduciary;
(g) operate in the checking accounts with its clients, which cannot be done by checks;
(h) set up, organize and manage mutual funds and investment clubs; (i) incorporate
investments companies – foreign capital and administrate the respective portfolio of
securities; (j) provide services of intermediation and technical, administrative and
business advisory or assistance, in operations and activities in the financial and capital
markets, operate as intervening party drawee of bills of exchange in transactions of
credit, financing and investment companies, as well as act as correspondent of other
institutions authorized to operate by the Brazilian Central Bank; (l) grant to its clients
financing for buying securities, as well as lend securities for sale (margin account),
having observed the regulation to be issued by the CVM, previously listened to the
Brazilian Central Bank; (m) operate resale commitments; (n) practice buy and sell
transactions, in the physical market of precious metals, on its own behalf or on behalf of
third parties; (o) operate in futures exchange, on its own account or on account of third
parties; (p) intermediate public offering of securities; (q) perform other activities
authorized by the Brazilian Central Bank or by the CVM, throughout the national territory.
Sul América Investimentos Distribuidora de Títulos e Valores Mobiliários S.A. is overseen
by the Brazilian Central Bank.
(vii) Sul América Odontológico S.A.: controlled by Sul América Companhia de Seguro Saúde
(100.0%), it operates in the segment of healthcare segment, with prepaid administered
plans, has the corporate purpose of operating private dental healthcare plans, in its own
or third parties dental network, being able to hold interests in other companies,
throughout the national territory. Sul América Odontológico S.A. is overseen by the ANS.
(viii) Sul América Serviços de Saúde S.A.: controlled by Sul América Companhia de Seguro
Saúde (100.0%), it operates in the segment of healthcare, with Administrative Services
Only (ASO), has the corporate purpose of operating private health care plans in the
medical-hospital and/or Dental segmentation and the administration of medical services,
planning, advisory and coordination of health plans and other benefits, advisory and
regulation in the settlement of claims in the medical and/or hospital care plans, being
able to hold interests in other companies, throughout the national territory. Sul América
Serviços de Saúde S.A. is overseen by the ANS.
(ix)
Saepar Serviços e Participações S.A.: controlled by Sul América S.A. (100.0%), it
operates in the segment of 24-hour care operations, has the corporate purpose of
administering own and third party assets, and holding interests in other companies,
whether civil or business ones, particularly in the insurance area, as well as the setting
up of ventures and provision of services in general, especially in the heath line,
throughout the national territory. Saepar Serviços e Participações S.A. is not overseen by
any government agency and/or agency.
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7.1 - Description of the activities of the issuer and its subsidiaries
(x)
Sul América Santa Cruz Participações S.A.: controlled by Sul América Companhia de
Seguro Saúde (100.0%), it has the corporate purpose of holding interest solely in
companies authorized to operate by the Superintendency of Private Insurance,
throughout the national territory. Sul América Santa Cruz Participações S.A. is not
overseen by any government agency and/or agency.
(xi)
Sul América Capitalização S.A. (SULACAP): controlled by Sul América Santa Cruz
Participações S.A. (87.25%), it operates in the segment of guaranteed investments, has
the corporate purpose of setting up guaranteed investments, upon a savings bonds
system, being able to hold interest in other companies, throughout the national territory.
A Sul América Capitalização S.A. (SULACAP) is overseen by SUSEP.
(xii) Cival Reinsurance Company Ltd.: controlled by Saepar Serviços e Participações S.A.
(100%), it has the corporate purpose of operating reinsurance and is an inoperative
company. Cival Reinsurance Company. Is not overseen by any government agency
and/or agency
The Company’s organizational structure is shown in Item 8.2, “Organization Chart of the
Economic Group”, of this Reference Form.
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7.2 - Information on operating segments
a) Products and services
SulAmérica, through its operating subsidiaries, offers products and services in the health,
property and casualty (composed of automobile and other property and casualty lines), life and
private pension (it also includes private pension operations), savings bonds, and others, in
which occupational health and care operations are considered, besides financial operations.
As of December 31, 2012, SulAmérica had approximately 7.0 million clients, and reported in
the fiscal year then-ended, total consolidated revenue of R$12,217.9 million, with a total of
R$16,962.0 million in consolidated assets. Based on SUSEP and ANS data and internal records,
the SulAmérica operating subsidiaries are among the leaders in the main business lines,
reaching:

the 2nd position in the ranking of insurance companies specialized in health insurance in
terms of insurance premiums in September 2013, with a market share of approximately
33.3% and 2.7 million members;

the 4th position in the ranking of automobile insurance in terms of insurance premiums,
with a market share approximately 9.7% and 1.5 million insured vehicles in November
2013; and

the 8th position in the ranking of private pension in terms of technical reserves, with a
market share of approximately 1.1% in December 2012.
SulAmérica’s products and services are commercialized by means of a wide and diversified
distribution network that had, in December 2013, more than 30,000 brokers, in addition to
affinity groups, employers, joint ventures, strategic alliances and commercial agreements for
the sales of products with some of the main financial institutions operating in Brazil. The
Company believes that this distribution strategy allows current and potential clients to have
greater access to its product and service portfolio by means of the channel of their choice.
b) Revenue by segment and its share in the net revenue of the Company
In the fiscal year ended December 31, 2013, 96.6% of SulAmérica’s revenues was from
insurance premiums of the segments of: (i) health; and (ii) property and casualty (automobile
and other property and casualty lines). The segment of life and private pension complement
the total with 3.4%. The other segments (savings bonds and others) are already recorded as
operating income in the consolidated statements of the Company, thus not presenting any
premiums amount. The chart below shows the composition of total consolidated revenues by
each business line in the fiscal years ended December 31, 2013, 2012 and 2011:
Year ended December 31
2012
2011
Health ...................
Property and
casualty
Life and private
pension
Savings bonds .......
Other ..................
Total ...................
Written
premiums
Share
by
segment
Written
premiums
6,137
67.3%
7,330
2,528
27.7%
2,611
460
5.0%
9,125
100.0%
Share by
segment
2013
Written
premiums
Share by
segment
8,445
70.2%
25.1%
3,169
26.4%
470
4.5%
408
3.4%
10,411
100.0%
12,022
100.0%
(In R$ million)
70.4%
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7.2 - Information on operating segments
c) Profit or loss by segment and its share in the net income of the Company
The following chart shows SulAmérica’s net income by each business segment, with the
respective share of consolidated balance, in 2013, 2012 and 2011.
Year ended as of December 31,
2012
2013
2011
Net
income
Health ........................
Property and casualty
Life and private pension
Savings bonds .............
Other ........................
Total .........................
295.3
169.5
(31.5)
12.3
445.7
% of
Total
66.3%
38.0%
(7.1)%
2.8%
100.0%
Net
income
282.8
83.7
54.4
62.5
483.2
% of
Total
(In R$ million)
58.5%
17.3%
11.3%
12.9%
100.0%
Net
income
% of
Total
349.6
122.6
(50.0)
36.9
28.1
487.2
71.7%
25.2%
(10.3%)
7.6%
5.8%
100.0%
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7.3 - Information on the products and services related to the operating segments
a) Characteristics of the production process.
Not
applicable.
b) Characteristics of the distribution process.
In insurance and savings bonds segments, SulAmérica distributes its products and services through a
business structure of nearly 30 thousand independent insurance brokers and distribution partnerships
with more than 20 financial and retail institutions.
The Company has dedicated relationship channels with insurance brokers, who rely on resources and
an information technology infrastructure devised to provide easy access to several services, among
which the online submission of proposals, and consultation on commission statements and
notifications related to products and services. Another innovative channel developed by the Company
was the Rádio Corretor SulAmérica (SulAmérica Broker Radio), accessible on the website
www.portaldocorretor.com.br, that has an exclusive programming, providing wide coverage of the
insurance sector, such as the movements in the market, events, courses, sales tips and news about the
group: launches, promotions, sponsorships and results of sales incentive campaigns of SulAmérica.
In addition, in order to better acknowledge the contributions from insurance brokers, incentivize their
success and motivate them even more, SulAmérica has intensified its sales incentive campaigns,
offering brokers several prizes and the possibility for participating in a program that provides
additional commissions in the Brazilian market. As a result of this successful partnership, the
satisfaction rate of Company’s brokers has been constantly rising.
Based on its robust experience, developed from over more than 118 years of operations, SulAmérica
has refined its ability to enter with agility and transparency into distribution partnerships with several
financial institutions, thus enabling the expansion of the scope of its distribution structure.
In order to give support to the work carried out by insurance brokers, SulAmérica has a sales support
infrastructure based on 86 branches, in addition to over 100 presence points throughout the national
territory.
Branches prioritize the development of new businesses and the identification of new sales
opportunities. The branch activities receive support from broker service centers, which render a wide
range of services to the independent insurance brokers network, such as office infrastructure,
quotations, submission of proposals and claims reports, as well as information on products and
services. The sales offices also provide local support to sales and business units, so that they are able
to obtain information to support the issuance of policies and claim settlement activities.
SulAmérica makes continuous investments in improvements to its network of sales branches and
offices, in order to increase its competitiveness. This network provides assistance in getting into
certain local markets, making it to provide timely quality services, and thus increase brand awareness
and recall among clients and independent insurance brokers.
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7.3 - Information on the products and services related to the operating segments
SulAmérica’s Concierge Auto Centers (C.A.S.As.) model is a new concept of auto claim service in the
Brazilian market. In the automobile service center, all stages related to claim management are
followed, from the time the damaged vehicle checks-in, including the inspection and directing to the
shop for repair, the detailed control of the performed services, to the time the vehicle is returned to
the policyholder. In December 2013, SulAmérica had 37 C.A.S.A.s located in the main Brazilian cities,
as shown in the map below:
SulAmérica develops and runs sales offices specialized in life insurance and private pension products,
which provide independent brokers with full infrastructure and assistance from the sales support
team. As of December 31, 2013, SulAmérica had nearly 20 units for such purpose, located in the main
Brazilian cities, including São Paulo, Rio de Janeiro, Belo Horizonte and other Brazilian capital cities.
The Internet is also used as means to generate businesses. On SulAmérica’s website
(www.sulamerica.com.br) there is information on the portfolio of products and services, and order
forms for broker visit. On the website policyholders are also able to find physicians, clinics, hospitals,
auto repair shops and other useful information on the network of outsourced service providers, as well
as follow their claim regularization process.
The product distribution process of Sul América Investimentos Distribuidora de Títulos e Valores
Mobiliários S.A. is carried out by means of: (i) financial institutions through partnerships; (ii)
family offices; (iii) stockbrokers; (iv) distributors and; (v) marketing & sales team of Sul América
Investimentos Distribuidora de Títulos e Valores Mobiliários S.A.
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7.3 - Information on the products and services related to the operating segments
c) Characteristics of the markets in which the
Company operates
The discussion of SulAmérica’s business segments takes into account the structure used by
Management in the analysis of profit or loss for making decisions, composition and presentation of the
segments with similar characteristics, risks and returns in internal reports, and relevance of such
information. The business segments adopted by Management are as follows:
Description
Health
Property &
Casualty
Consolidated
2013
Life & Private Savings
Pension
bonds
Written premiums.....................................
Earned premiums.....................................
Retained claims. ..........................................
Benefit expenses .........................................
Acquisition costs..........................................
Gross margin............................................
Other operating revenues and expenses...........
Net operating income from savings bonds.......
Net operating income from private pension......
Net operating income from ASO.....................
8,444,911
8,409,249
(6,829,120)
–
(519,043)
1,061,086
(201,101)
–
–
27,979
3,169,072
2,932,938
(1,735,439)
–
(639,088)
558,411
(67,701)
–
–
–
407,690
427,686
(225,914)
(16,767)
(134,222)
50,783
(47,769)
–
17,143
–
Net operating income from asset management
Administrative expenses................................
Tax expenses..............................................
Investment income.....................................
.Equity interest and other income / expenses...
Income before income tax and social
contribution............................................
–
(439,500)
(103,099)
188,290
8,916
–
(452,095)
(75,068)
223,217
3,523
542,571
Provision for income tax and social
contribution.................................
Profit or loss after income tax and social
contribution..............................................
Company’s owners…………. .............................
Noncontrolling interests…………………………………….
Net income for the year………………..........
Other
–
–
–
–
–
Total
–
43,844
–
–
–
–
–
–
–
–
2,600
(3,504)
–
–
12,021,673
11,769,873
(8,790,473)
(16,767)
(1,292,353)
1,670,280
(313,971)
40,340
17,143
27,979
–
(122,913)
(15,602)
39,065
1,302
–
(38,085)
(4,333)
6,792
28,631
45,656
(49,210)
48,206
11,702
119
45,656
(1,101,803)
(149,896)
469,066
42,491
190,287
(77,991)
36,849
55,569
747,285
(193,021)
(67,688)
27,983
24
(27,430)
(260,132)
349,550
349,550
122,599
122,599
(50,008)
(50,008)
36,873
30,149
349,550
122,599
(50,008)
6,724
36,873
28,139
28,139
28,139
487,153
480,429
6,724
487,153
Consolidated
2012
Description
Health
Property &
Casualty
Life & Private
Pension
Savings
bonds
Other
Written premiums..................................
Earned premiums....................................
Retained claims .........................................
Benefit expenses ........................................
Acquisition costs.........................................
Gross margin..........................................
Other operating revenues and expenses...........
Net operating income from private pension......
Net operating income from ASO.....................
7,329,964
7,298,834
(5,905,306)
–
(460,541)
932,987
(163,709)
–
24,272
2,610,798
2,606,040
(1,620,232)
–
(498,329)
487,479
(92,396)
–
–
469,950
535,421
(212,814)
(28,829)
(129,572)
164,206
(54,981)
14,601
–
Net operating income from asset management
Profit or loss from
health care......................
Administrative
expenses...............................
–
(425,721)
–
(421,155)
–
(117,349)
44,865
(27,137)
44,865
(991,362)
Tax expenses..............................................
Investment income.......................................
Equity interest and other income / expenses....
Profit or loss before income tax and social
contribution……………………………………..
…..
Provision for income tax and social
contribution.................................................
(116,009)
209,341
1,697
(73,600)
238,370
513
(22,075)
103,323
236
(6,514)
13,673
(322)
(218,198)
564,707
2,124
(180,107)
Profit or loss after income tax and social
462,858
139,211
–
–
–
–
–
–
–
–
–
Total
10,410,712
10,440,295
(7,738,352)
(28,829)
(1,088,442)
1,584,672
(311,086)
14,601
24,272
87,961
24,565
714,595
(55,559)
(33,573)
37,892
(231,347)
282,751
83,652
54,388
62,457
483,248
Company’s owners.......................................
282,751
83,652
54,388
62,457
483,248
82
Net income for theyear.................................
282,751
83,652
54,388
62,457
483,248
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7.3 - Information on the products and services related to the operating segments
Description
Written premiums..............................................................
Earned premiums..............................................................
Retained claims………………..............................................
Benefit expenses..................................................................
Acquisition costs..................................................................
Gross margin....................................................................
Other operating revenues and expenses
Net operating income from private pension.........................
Net operating income from ASO…………………………........
Net operating income from asset management……………..
Administrative expenses.......................................................
Tax expenses.......................................................................
Investment Income………………..........................................
Equity interest and other income / expenses........................
Profit or loss before income tax
and social contribution .................................................
Provision for income tax and
social contribution..............................................................
Amortization of deferred tax asset........................................
Net income for the year…………………............................
Health
6,136,840
6,110,994
(4,886,335)
Property &
Casualty
–
(416,522)
808,137
(129,316)
–
30,472
–
(435,358)
(79,663)
267,228
4,941
–
(522,835)
402,458
(75,781)
–
–
–
(288,468)
(56,147)
283,305
2,410
459,932
344,702
(200,077)
(20,620)
(117,622)
6,383
(51,720)
12,339
–
–
(98,857)
(13,427)
94,933
666
466,441
267,777
(49,683)
(171,138)
295,303
2,528,031
2,488,851
(1,563,558)
Consolidated
2011
Life & Private
Pension
(98,249)
169,528
18,228
(31,455)
Other
–
–
–
–
–
–
(655)
(29)
(722)
26,400
(16,160)
(3,174)
12,644
1,076
19,380
(7,074)
12,306
Total
9,124,803
8,944,547
(6,649,970)
(20,620)
(1,056,979)
1,216,978
(257,472)
12,310
29,750
26,400
(838,843)
(152,411)
658,110
9,093
703,915
(258,233)
–
445,682
For the analysis of the insurance market as a whole, the Company opted to present information that is
in public domain and comparable sources (ANS and SUSEP), according to the most appropriate
structure, in order to provide a better understanding of the sector.
I. Insurance market1
The insurance market in Brazil has grown significantly in recent years, resulting from the economic
stabilization over the last two decades. The “Plano Real” moved Brazil into a new era of economic
growth. According to the statistics released by the Central Bank of Brazil (Bacen) and the Brazilian
Institute of Geography and Statistics (IBGE), the inflation rates, measured by the Extended National
Consumer Price Index (IPCA), reduced significantly and stabilized, reaching 5.9% in 2013. The
statistics also show that the base interest rate (Selic) also fell, reaching an average of 9.9% in 2013.
This stability environment fostered GDP growth and, consequently, GDP per capita. The latter indicator
showed significant advancements, increasing from US$3.1 thousand per year in 2003 to nearly
US$11.1 thousand per year in 2013. Unemployment levels plummeted over the same comparative
period, dropping from 10.9% in 2003 to 4.3% in 2013, according to the IBGE. Economic stability and
consequent increase in the real family income also provoked the expansion of the A, B and C classes
in Brazil. According to the IBGE’s statistics and projection, the three classes in aggregate accounted
for nearly 49% of the population in 2005. In 2010, they accounted for 75%. For 2030, the estimate is
that they account for 79% of the Brazilian population.
1 The insurance premiums of SulAmérica and other groups presented here differ from those included in the market releases and balance sheets of
such companies once the market data presented in this document was taken from the statistics of SUSEP and ANS.
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7.3 - Information on the products and services related to the operating segments
The Brazilian economic expansion provided for a significant growth in all lines of the insurance sector.
The insurance revenue in Brazil is mainly generated from the sales of insurance policies of the
following lines: (i) auto; (ii) other property and casualty; (iii) health; and (iv) life and personal
accident and private pension (excluding VGBL), life and personal accident policies insurance). The
table below shows the change in the consolidation of insurance premiums for the indicated periods in
the several lines in which SulAmérica operates.
Insurance Premium – Health, Auto,
Other Property and Casualty , Life and
Private Pension
Period
Change
(in millions of R$)
38,710.3
43,625.4
46,994.0
55,527.3
58,132.5
67,432.7
78,325.8
88,554.0
66,047.9
77,995.9
2005 .................................................................
2006 .................................................................
2007 .................................................................
2008 .................................................................
2009 .................................................................
2010 .................................................................
2011 .................................................................
2012 .................................................................
9M12.................................................................
9M13.................................................................
–
12.7%
7.7%
18.2%
4.7%
16.0%
16.2%
13.1%
–
18.1%
Source: SUSEP and ANS. Not including VGBL premiums
Despite the strong growth in Insurance Premiums observed over recent years, the Brazilian insurance
market penetration as compared to the rest of the world is still low, according to the “sigma” report #
03/2013, released by the reinsurer Swiss Re. The data provided in this report shows that the
insurance premium-to-GDP ratio was 3.7% in 2012, while the worldwide average over the same
period was 6.5%. The current penetration ranks Brazil number 42 in the world in 2012.
The table below shows the total volume and percentage of insurance premiums, by segment,
excluding VGBL premiums, for 2011, 2012, 9M12 and 9M13.
Insurance
segment
Auto.........
Other property
and casualty...
Health(1) ...........
Life & private
Pension............
TOTAL.............
2011
Insurance
Premiums Market Share
2012
Insurance
Premiums Market Share
9M12
Insurance
Premiums Market Share
9M13
Insurance
Premiums Market Share
21,330.6
27.2%
24,754.0
(in millions of R$)
27.9%
18,037.5
27.3%
21,681.3
27.8%
21,126.8
16,762.5
19,105.9
27.0%
21.4%
24.4%
23,163.8
18,769.7
21,866.5
29.2%
21.2%
24.7%
17,347.0
14,598.8
16,064.6
26.3%
22.1%
24.3%
20,333.7
16,927.2
19,053.7
26.1%
21.7%
24.4%
78,325.8
100.0%
88,554.0
100.0%
66,047.9
100.0%
77,995.9
100.0%
Source: SUSEP and ANS.
(1) Corresponds to Insurance Premiums of insurance companies specialized in health.
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7.3 - Information on the products and services related to the operating segments
Following the breakdown of the insurance market, the table below shows the total volume of
insurance premiums, excluding VGBL premiums, of the five largest insurance groups in Brazil, as well
as their respective market shares in the indicated periods.
2011
Insurance
group
Insurance
Premiu
Bradesco .............
BB-Mapfre ...........
SulAmérica ........
Porto Seguro........
Itaú-Unibanco ......
Other ................
2012
15,270.5
9,724.0
9,244.2
8,346.0
6,297.4
29,444.0
78,325.8
Total ..................
Insurance
Premium
s
Market
Share
19.5%
12.4%
11.8%
10.7%
8.0%
37.6%
100.0%
19,587.0
11,348.2
11,106.1
9,484.8
6,728.0
30,300.0
88,554.0
9M12
Insurance
Market
Premium
Share
(In millions of R$)
22.1%
12.8%
12.5%
10.7%
7.6%
34.2%
100.0%
9M13
Market
Share
13,146.8
8,344.5
7,801.1
6,766.4
5,161.6
24,827.6
66,047.9
19.9%
12.6%
11.8%
10.2%
7.8%
37.6%
100.0%
Insurance
Premium
Market
Share
15,435.56
10,321.88
8,473.92
7,924.41
5,960.12
29,880.00
77,995.90
19.79%
13.23%
10.86%
10.16%
7.64%
38.31%
100.00%
Source: SUSEP and ANS. It does not include VGBL
premiums
In 2013, according to SUSEP, the largest portion of insurance premiums was generated in the
Southeastern Region (SP, RJ, MG and ES), approximately 70%, which account for the largest GDP
share in the country. The following table shows the distribution of insurance premiums among the
Brazilian States in the indicated periods.
Main states
2011
São Paulo ...........................
Rio de Janeiro......................
Minas Gerais .......................
Paraná ...............................
Rio Grande do Sul ................
Other................................
Total .................................
48.60%
10.70%
7.20%
6.30%
5.60%
21.50%
100.00%
2012
48.90%
9.20%
7.70%
6.50%
6.20%
21.50%
100.00%
9M12
9M13
40.57%
7.94%
6.81%
5.58%
5.36%
33.75%
100.00%
45.82%
11.88%
7.70%
6.62%
5.92%
22.05%
100.00%
Source: SUSEP
I.1 Private health care
The legal framework for the regulation of the private health care operators includes health insurance,
post-payment (ASO) plans, medical cooperatives, benefit administrators, dental cooperatives, group
dental and other private health care entities. According to the ANS, the total revenue from the private
health care industry was R$81.2 billion in the first nine months in 2013.
The increase in the costs of the private health care services offered by hospitals, laboratories and
physicians, along with the increase in the Brazilian population’s purchasing power, have contributed to
growth in the private health insurance sector in Brazil in recent years. Meanwhile, the number of
companies purchasing private health care products and dental coverage to their employees has grown
considerably, thus reflecting the trend in Brazil for companies offering this type of product in the
standard benefits package. In the end of 2012, the private health care segment had a total of 66.4
million beneficiaries. The table below shows the distribution of healthcare beneficiaries by plan type
and beneficiary growth from 2010 to September 2013.
Beneficiaries of private health care plans by type
Period
2010 .......
2011 .......
2012 .......
9M13 ......
Medical Assistence
(without dental plan)
44,997,412
46,299,636
47,896,324
49,032,912
Change
–
2.9%
3.4%
2.4%
Dental only
14,476,813
16,904,963
18,938,304
19,531,839
Change
–
16.8%
12.0%
3.1%
Total
59,474,225
63,204,599
66,834,628
68,564,751
Change
–
6.3%
5.7%
2.6%
Source: ANS
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7.3 - Information on the products and services related to the operating segments
I.1.1 Health Insurance
Based on information released by the ANS, in its June 2013 issue of the Caderno de Informação da
Saúde Suplementar, the revenue from the Private Health Insurance market in Brazil grew from R$28.2
billion in 2003 to nearly R$93.1 billion in 2012, which represents a annualized growth of 14.3%. The
market has also reported a significant growth in new members, from 32.1 million in 2003 to a total of
48.6 million members in the end of 2012. Dental plans posted a growth in revenue even higher over
the same period, from approximately R$0.5 million in 2003 to R$2.3 million in 2012, that is, nearly
18.3% of annualized growth. The total number of members with dental plans increased in line with the
growth in total revenue, from 4.3 million in 2003 to nearly 18.8 million in the end of 2012.
According to the ANS data, the health insurance segment is the fourth largest in terms of insurance
premiums in the Brazilian insurance sector. According to the ANS data, in the first nine months of
2013, health insurance premiums accounted for approximately R$16.9 billion (or 21.7% of total
insurance premiums in Brazil), 15.9% up on 9M12. The table below shows the change in health
insurance premiums in Brazil, from 2005 to 2012, in addition to the first nine months in 2012 and
2013.
Period
Health Insurance Premiums
Change
(in millions of R$)
2005 ....................................................................
2006 ....................................................................
2007 ....................................................................
2008 ....................................................................
2009 ....................................................................
2010 ....................................................................
2011 ....................................................................
2012 ....................................................................
9M12....................................................................
9M13....................................................................
–
10.6%
-1.6%
28.4%
10.9%
14.7%
19.3%
12.0%
–
15.9%
7,912.5
8,749.9
8,608.4
11,054.3
12,258.8
14,056.1
16,762.5
18,769.7
14,598.8
16,927.2
Source: ANS.
According to ANS data, SulAmérica and Bradesco Seguros are the main companies in the health
insurance line in Brazil and accounted for approximately 73.5% of all insurance premiums of this
segment in 9M13. The table below shows, in the indicated periods, the market shares of the five main
health insurance groups in Brazil that, in period, accounted for 93.4% of all health insurance
premiums.
Insurance
Group
Bradesco ........
SulAmérica ...
Porto Seguro...
Unimed
Seguros .......
Allianz............
Other .............
2011
Market
Revenues
Share
2012
Market
Revenues Share
Revenues
(in millions of R$)
7,528.70
6,095.40
852.1
7,743.80
7,307.20
967.6
644.8
518.1
1,123.40
Total ............. 16,762.50
44.90%
36.40%
5.10%
3.80%
3.10%
6.70%
100.00%
800.8
594.7
1,355.60
18,769.70
41.30%
38.90%
5.20%
4.30%
3.20%
7.20%
100%
9M12
Market
Share
6,480.8
5,372.0
726.8
580.8
437.5
1,000.9
14,598.8
44.39%
36.80%
4.98%
3.98%
3.00%
6.86%
100%
9M13
Market Share
Revenues
8,158.02
5,630.55
745,397
761,769
518,044
1,113.39
16,927.17
48.19%
33.26%
4.40%
4.50%
3.06%
6.58%
100%
Source: ANS.
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7.3 - Information on the products and services related to the operating segments
The table below shows the main operating performance ratios of the five main market players in
the health insurance market in September 2013.
Insurance group
Bradesco .................................................
SulAmérica.............................................
Unimed Seguros .....................................
Porto Seguro ............................................
Allianz ......................................................
Total Market ............................................
September 30, 2013 YTD
Loss Ratio
Acquisition costs
86.9%
84.2%
78.4%
79.0%
81.2%
85.5%
5.10%
6.10%
5.40%
8.00%
8.80%
5.80%
Gross Margin1
8.10%
9.70%
16.20%
13.00%
10.00%
8.80%
Source: ANS
(1)
Gross margin is equal to earned premiums, less retained claims and acquisition costs, divided by earned premiums.
I.1.1.1 Non-Insurance Companies in the Private Health Sector
In addition to the health insurance companies, the private health care sector is composed of the
following types of private health care operators:

Benefit administrator: legal entity that proposes the acquisition of group plan in the capacity of
third-party administration company or that provides services to companies acquiring group private
health care plans.

Self-administrator: entity that operates health care services or companies that take responsibility
for private health care plan, solely aimed at offering coverage to active employees of one or more
companies, members of a certain professional category, retirees, pensioners and former
employees, as well as their respective appointed family groups.

Medical cooperative: healthcare operator that is set up as a not-for-profit association of
physicians, on the terms of Law No. 5,764, of December 16, 1971, that sells or administrates
health care plans.

Dental cooperative: dental operator that is set up as a not-for-profit association of dentists, on the
terms of Law No. 5,764, of December 16, 1971, that sells or administrates only dental health care
plans.

Philanthropy: not-for-profit healthcare operator that provides private health insurance plans and
that has obtained a philanthropic entity certificate from the National Social Assistance Council
(CNAS).

Group medicine: healthcare operator that sells or administers private health plans, except for
those classified into the administrator, medical cooperative, self-administrator, philanthropy or
insurer specialized in health.

Group dental: dental operator
plans.
that is set up as a company that sells or administrates dental
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7.3 - Information on the products and services related to the operating segments
The following tables consolidate the distribution of revenue by operator type in the Brazilian private
health care system in September 2013, and the number of operators per type in March 2013.
Type of healthcare operators
st
1
st
2
st
3
st
4
st
5
st
6
st
7
st
8
Revenues
(in millions of R$)
28,104,638
23,429,427
16,927,173
8,760,591
1,619,538
1,333,084
701,377
297,290
81,173,118
Medical Cooperative ........................................................................
Group Medicine ..............................................................................
Insurance Company ........................................................................
Self-administrator ............................................................................
Philanthropy.....................................................................................
.
Group
Dental..................................................................................
Benefit Administrator.......................................................................
Dental Cooperative ........................................................................
Total ............................................................................................
Source: ANS
Type
st
1
nd
2
rd
3
th
4
th
5
th
6
th
7
8th
Number of operators
Specialized Health Insurer ………….. ............................................
Benefit Administrator.......................................................................
Philanthropy.....................................................................................
Dental Cooperative .........................................................................
Self-administrator.............................................................................
Group Dental...................................................................................
Health Cooperative .........................................................................
Group Medicine ..............................................................................
Total ......................................................................
13
96
86
118
208
292
323
377
1,513
Source: ANS
I.1.1.2 Dental Plans
According to the ANS, the market of private dental plans in Brazil is composed of approximately 18.6
million beneficiaries as of December 31, 2012. Dental coverage is offered mostly through group dental
companies and dental cooperatives which, as of December 31, 2012, accounted for approximately
2.6% (R$2.09 billion) of the total revenue from the private health care market in Brazil, according to
the same source. The table below shows the development and change in dental health insurance
premiums between 2005 and 2012, in addition to the first nine months in 2012 and 2013.
Period
Health Care Revenue – Dental
Change
(in millions of R$)
2005 ...............................................................
2006 ...............................................................
2007 ...............................................................
2008 ...............................................................
2009 ...............................................................
2010 ...............................................................
2011 ...............................................................
2012 ...............................................................
9M12...............................................................
9M13...............................................................
743.5
910.5
1,082.6
1,176.4
1,340.9
1,701.5
2,055.5
2,791.1
1,878.9
2,090.9
–
22.5%
18.9%
8.7%
14.0%
26.9%
20.8%
35.8%
–
11.3%
Source: ANS
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7.3 - Information on the products and services related to the operating segments
I.2 Auto insurance
According to the SUSEP information, the automobile insurance line accounted for 27.8% of total
insurance premiums in Brazil in November 2013, revenues amounting to R$26.5 billion of total
premiums, which represented a growth of 18.7% as compared to the same period in 2012. The table
below shows the change in automobile insurance premiums in the indicated periods.
Period
Auto Premiums
2005 ...............................................................
2006 ...............................................................
2007 ...............................................................
2008 ...............................................................
2009 ...............................................................
2010 ...............................................................
2011 ...............................................................
2012 ...............................................................
11M12 .............................................................
11M13 .............................................................
(in millions of R$)
12,078.8
13,283.3
13,535.1
15,309.8
17,256.0
19,938.2
21,330.6
24,754.0
22,339.2
26,511.6
Change
–
10.0%
1.9%
13.1%
12.7%
15.5%
7.0%
16.0%
–
18.7%
Source: SUSEP
Sales of new vehicles in the country has boosted the automobile insurance market. According to
Fenabrave data from November 31, 2011, the number of new plates of light private and company
vehicles in 2008 amounted to 2.7 million units. This same indicator reached nearly 3.6 million units in
2012, that is, a tremendous growth. Despite this fact, the penetration of automobile insurance in the
current total fleet is still considered low according to the “Frota Denatran x Itens Segurados 2012”
report available on the website of CNSeg on September 16, 2013. According to the data of such
authority, the penetration in the total fleet in 2012 stood at 22% only. This penetration tends to be
higher in newer vehicles and lower in older vehicles.
The automobile insurance policies in Brazil offer an extensive coverage that includes the
following:

comprehensive coverage: indemnity for robbery, fire and collision;

optional auto thirdparty liability coverage: reimbursement for amounts paid by the policyholder from
accidents and
/or material damages caused by the policyholder to third parties; and


coverage for personal accidents of passengers: indemnity for accidents caused to passengers
transported by
private or public vehicles.
The automobile insurance policies usually includes service packages and additional coverage, like 24/7
assistance, tow service, shop, change of flat tires, temporary substitute car, armoring and windshield
repair, lights and rearview mirrors. Besides, SulAmérica started to offer an additional coverage for
Robbery or Theft of Spare Wheel, valid for new or renewed insurance.
The risk acceptance policy of most insurance companies includes the evaluation of a large number of
risk factors related to the driver’s profile, the conditions of use of insured vehicles and the probability
of robbery and theft of vehicles.
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7.3 - Information on the products and services related to the operating segments
The table below shows the market share of the five main insurance groups in terms of insurance premiums in the
indicated periods.
Insurance
Group
Porto (+Itaú
+Azul).............
Mapfre + BB ..
Bradesco ........
SulAmérica ..
HDI ................
Liberty ............
Other..............
Total .............
2011
Insurance
Market
premium
share
5,747.20
3,231.70
2,896.20
2,220.90
1,485.00
1,643.90
4,105.70
21,330.60
26.94%
15.15%
13.58%
10.41%
6.96%
7.71%
19.25%
100.00%
2012
Insurance
premium
6,456.00
3,679.00
3,063.00
2,287.00
1,698.00
1,773.00
5,798.00
24,754.00
Market
share
26.08%
14.86%
12.37%
9.24%
6.86%
7.16%
23.42%
100.00%
11M12
Insurance
Market share
premium
5,792.57
3,324.71
2,847.32
2,083.64
1,510.39
1,580.44
5,200.09
22,339.16
25.93%
14.88%
12.75%
9.33%
6.76%
7.07%
23.28%
100.00%
11M13
Insurance
Market share
premium
6,895.53
3,921.52
2,816.01
2,562.76
1,895.26
1,737.15
6,683.40
26,511.63
26.01%
14.79%
10.62%
9.67%
7.15%
6.55%
25.21%
100.00%
Source: SUSEP
The table below shows the main operating performance ratios in the automobile insurance line of the
five main market players in the period of eleven months ended November 30, 2013.
Insurance Group
Porto (+Itaú +Azul) ..............
Mapfre + BB.........................
Bradesco..............................
SulAmérica.........................
Liberty..................................
Total ...................................
November 30, 2013 YTD
Claim ratio
Acquisition Costs
57.40%
56.10%
66.80%
60.20%
67.00%
61.90%
20.80%
16.30%
16.80%
22.40%
18.10%
19.30%
Gross Margin
21.70%
27.60%
16.40%
17.40%
14.90%
18.80%
Source: SUSEP
(1)
Gross margin is equal to earned premiums, less retained claims and acquisition costs, divided by earned premiums.
I.3 Other property and casualty insurance
Other property and casualty insurance lines include a wide range of insurance coverage, such as
transport, fire, credit, DPVAT (mandatory third-party liability insurance for bodily injury caused by
ground motor vehicles or their cargo or individuals), miscellaneous risks, among others.
According to SUSEP, the health insurance premiums of other property and casualty insurance lines
accounted for R$24.9 billion in November 2013, 17.6% up on the same period in 2012. The table
below shows the change in the insurance premiums of other property and casualty insurance lines in
the indicated periods.
Period
2005 ...........................................
2006 ...........................................
2007 ...........................................
2008 ...........................................
2009 ...........................................
2010 ...........................................
2011 ...........................................
2012 ...........................................
11M12 .........................................
11M13 .........................................
Insurance Premium Other Property and Casualty
(in millions of R$)
10,473.7
12,192.7
14,248.7
17,085.1
15,250.5
17,723.7
21,126.9
23,163.8
21,176.9
24,898.9
Change
–
16.4%
16.9%
19.9%
(10.7%)
16.2%
19.2%
9.6%
–
17.6%
Source: SUSEP
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7.3 - Information on the products and services related to the operating segments
The table below shows the breakdown of other property and casualty premiums in the insurance
segment, as well as the respective market share in the indicated periods:
2011
Segment
Massifiied...............
DPVAT .................
Specified/
Operating risks…
Miscellaneous
risks .......................
Transportation........
Guarantee ...........
Other .............
TOTAL.............
Insurance
Premium
2012
Market
share
Insurance
Premium
11M12
Market
share
Insurance
Premium
11M13
Market
share
Insurance
Premium
Market
share
3,229.00
3,367.60
15.30%
15.90%
3,725.60
3,570.60
16.10%
15.40%
3,388.13
3,395.14
16.00%
16.03%
4,082.19
3,784.91
16.40%
15.20%
1,575.70
7.50%
1,715.90
7.40%
1,360.27
6.42%
1,828.43
7.34%
1,129.10
2,210.30
3,126.10
6,489.10
21,126.90
5.30%
10.50%
14.80%
30.70%
100.00%
1,160.50
2,344.40
3,668.40
6,978.30
23,163.80
5.00%
10.10%
15.80%
30.10%
100.00%
1,334.95
2,280.37
2,304.61
7,113.40
21,176.87
6.30%
10.77%
10.88%
33.59%
100.00%
1,978.50
2,229.48
2,654.97
8,340.38
24,898.87
7.95%
8.95%
10.66%
33.50%
100.00%
Source: SUSEP
The table below shows the market share of the five main insurance groups of other property and
casualty insurance segment in terms of insurance premiums in the indicated periods and in the eleven
months ended November 30, 2013.
2011
Insurance Group
Itaú Unibanco ...
BB + Mapfre .....
Bradesco ..........
Porto Seguro.....
Caixa Seguros...
SulAmérica .....
Other .............
Total ...............
Insurance
premium
3,556.90
3,053.50
1,484.40
1,397.40
1,372.90
465.6
9,796.10
21,126.90
2012
Market
share
16.80%
14.50%
7.00%
6.60%
6.50%
2.20%
46.40%
100.00%
Insurance
premium
3,954.40
3,403.10
1,848.60
1,532.50
1,522.70
456.4
10,446.10
23,163.80
11M12
Market
share
17.10%
14.70%
8.00%
6.60%
6.60%
2.00%
45.10%
100.00%
Insurance
premium
3,541.22
3,145.52
1,718.92
1,405.56
1,414.81
423.3
9,527.51
21,176.87
Market
share
16.72%
14.85%
8.12%
6.64%
6.68%
2.00%
44.99%
100.00%
11M13
Insurance
premium
Market
share
4,071.40
4,116.31
2,061.31
1,574.36
1,705.22
444.8
10,925.48
24,898.87
16.35%
16.53%
8.28%
6.32%
6.85%
1.79%
43.88%
100.00%
Source: SUSEP
The table below shows the main operating performance ratios of the five main insurance players of
other property and casualty insurance segment in the eleven months ended November 30, 2013.
Insurance Group
Itaú Unibanco .................
BB + Mapfre...................
Bradesco........................
Porto Seguro ..................
Caixa Seguros ................
SulAmérica...................
Market.......................
November 30, 2013 YTD
Loss ratio
34.78%
43.83%
53.14%
40.81%
31.49%
52.85%
44.91%
Acquisition costs
38.38%
15.48%
15.97%
23.28%
5.05%
24.81%
21.37%
Gross Margin1
26.84%
40.69%
30.89%
35.90%
63.47%
22.34%
33.72%
Source: SUSEP
(1)
Gross margin is equal to earned premiums, less retained claims and acquisition costs, divided by earned premiums.
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7.3 - Information on the products and services related to the operating segments
I.4 Life and Private Pension
According to SUSEP information released in September 2013, the life insurance and private pension
segment is the third largest in terms of premiums, representing 24.4% of total, amounting to R$23.5
billion, a 17.9% up on the same period in 2012. Life insurance and private pension premiums include
the life insurance and private pension premiums related to VGBL-type plans. The table below shows
the change in life and private pension premiums for the indicated periods.
Period
Life & Private Pension Premiums
Change
(in millions of R$)
2005 ............................................................
2006 ............................................................
2007 ............................................................
2008 ............................................................
2009 ............................................................
2010 ............................................................
2011 ............................................................
2012 ............................................................
11M12 ..........................................................
11M13 ..........................................................
–
16.4%
16.9%
19.9%
(10.7%)
16.2%
19.2%
14.4%
–
17.9%
8,245.3
9,399.5
10,601.8
12,078.1
13,367.2
15,714.7
19,105.9
21,866.5
19,926.6
23,495.8
Source: SUSEP
The table below shows the market share of the five main insurance groups in terms of life insurance
and private pension premiums in the indicated periods.
2011
Insurance Market Share
Premiums
Insurance
Group
2012
Insurance Market Share
Premiums
11M12
Insurance
Market Share
Premiums
11M13
Insurance Market Share
Premiums
(in millions of R$)
BB + Mapfre ....
Bradesco .........
Itaú Unibanco ..
Zurich
+
Santander.....
HSBC ..............
SulAmérica ....
Other ............
Total ..............
3,438.80
2,661.90
2,118.80
18.00%
13.90%
11.10%
4,266.00
3,930.90
2,781.10
19.50%
18.00%
12.70%
3,860.32
3,554.67
2,565.33
19.37%
17.84%
12.87%
4,720.87
4,013.71
3,017.88
20.09%
17.08%
12.84%
2,281.10
866.2
462.3
7,276.80
19,105.00
11.90%
4.50%
2.40%
38.10%
100.00%
2,532.60
874.2
473.9
7,007.80
21.866.50
11.60%
4.00%
2.20%
32.00%
100.00%
2,357.25
796.97
437.92
6,354.15
19,926.62
11.83%
4.00%
2.20%
31.89%
100.00%
2,806.35
968.38
410.08
7,558.50
23,495.77
11.94%
4.12%
1.75%
32.17%
100.00%
Source: SUSEP
The table below shows the main operating performance ratios of the five main market players in life
and private pension (ex VGBL) insurance in Brazil in the eleven months ended November 30, 2013, as
compared to SulAmérica.
Insurance Group
BB + Mapfre.......................
Bradesco............................
Itaú Unibanco .....................
Zurich + Santander .............
HSBC ................................
SulAmérica.......................
Market ...........................
November 30, 2013 YTD
Loss Ratio
Acquisition costs
38.87%
38.39%
29.17%
22.25%
24.84%
53.83%
31.73%
33.52%
22.32%
19.08%
56.05%
9.60%
31.65%
29.35%
Gross Margin
27.62%
39.29%
51.75%
21.70%
65.56%
14.52%
38.92%
Source: SUSEP
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7.3 - Information on the products and services related to the operating segments
II. Private pension
Currently, the main products offered in the Brazilian market by private pension or insurance
companies are the PGBL (“planos geradores de benefícios livres”) and VGBL (“planos de vida
geradores de benefícios livres”) Plans. In PGBL plans, the income earned from assets is fully allocated
to the beneficiaries’ reserves. These products usually offer the possibility for contracting supplemental
coverage, such as life and accidents insurance. The VGBL plans are characterized by defined
contribution and offer their plan participants different alternatives of investment of accumulated
reserves. The Company does not sell traditional pension plans, nevertheless part of its plan
participants has these plan types.
According to SUSEP, the contributions of private pension plans increased from R$62.0 billion in the
eleven-month period ended November 30, 2012 to R$65.4 billion in the same period of 2013. The
table below shows the change in private pension contributions in the indicated years by plan type.
Period
2005 ......
2006 ......
2007 ......
2008 ......
2009 ......
2010 ......
2011 ......
2012 ......
11M12 ....
11M13 ....
VGBL
11,759.0
15,318.8
20,190.2
23,527.9
30,132.8
36,704.3
43,389.6
59,513.8
52,729.8
55,638.9
PGBL
30.3%
31.8%
16.5%
28.1%
21.8%
18.2%
37.2%
–
5.5%
4,477.0
4,431.4
4,521.7
5,059.2
5,201.8
6,094.7
7,014.2
7,526.7
6,123.5
6,332.2
Pension contributions
TRADITIONAL
(in millions of R$)
(1.0%)
2.0%
11.9%
2.8%
17.2%
15.1%
7.3%
–
3.4%
3,261.6
2,847.7
3,393.2
3,234.7
3,352.6
3,264.5
3,327.2
3,496.2
3,167.4
3,385.9
Total
(12.7%)
19.2%
(4.7%)
3.6%
(2.6%)
1.9%
5.1%
–
6.9%
Total Change
–
19,497.6
22,597.9
28,105.1
31,821.8
38,687.2
46,063.5
53,731.0
70,536.6
62,020.7
65,357.1
15.9%
24.4%
13.2%
21.6%
19.1%
16.6%
31.3%
–
5.4%
Source: SUSEP
The table below shows the market share of the six main private pension companies in terms of
contributions in the indicated periods, as compared to SulAmérica, which ranks number seven in the
private pension line in terms of contributions at the end of November 2013.
PGBL + VGBL +
TRADITIONAL
Private pension
group
Bradesco .........
Brasilprev ..........
Itaú Unibanco ....
Caixa Seguros ...
Santander ........
HSBC ...............
SulAmérica ......
Other ................
Market .............
2011
2012
11M12
11M13
Contribution
Market share
Contribution
Market share
Contribution
Market share
Contribution
Market share
17,784.90
11,736.20
11,802.40
3,778.40
3,325.50
2,240.00
413.9
2,649.70
53,731.00
33.10%
21.84%
21.97%
7.03%
6.19%
4.17%
0.77%
4.93%
100.00%
20,870.00
17,852.50
18,279.70
3,900.00
3,059.00
2,871.00
489
3,215.40
70,536.60
29.59%
25.31%
25.92%
5.53%
4.34%
4.07%
0.69%
4.56%
100.00%
18,090.26
15,893.50
15,891.96
3,543.39
2,719.28
2,568.99
426.8
2,886.50
62,020.67
29.17%
25.63%
25.62%
5.71%
4.38%
4.14%
0.69%
4.65%
100.00%
19,428.49
20,368.01
14,158.02
3,916.39
2,465.23
1,753.48
401.82
2,865.68
65,357.11
29.73%
31.16%
21.66%
5.99%
3.77%
2.68%
0.61%
4.38%
100.00%
Source: SUSEP
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7.3 - Information on the products and services related to the operating segments
The table below shows the market share of the five main private pension companies in terms of
reserves in the indicated periods, as compared to SulAmérica, which ranks number eight in private
pension line in terms of reserves in the end of November 2013.
PGBL+VGBL+
TRADITIONAL
2011
2012
11M12
11M13
Private pension groups
Reserves
Market share
Reserves
Market share
Reserves
Market share
Reserves
Market share
Bradesco.............
86,741.10
33.09%
103,145.70
31.71%
100,784.78
31.80%
112,719.27
31.40%
Brasilprev .............
48,377.00
18.46%
66,791.50
20.53%
64,318.04
20.30%
80,838.15
22.52%
Itaú Unibanco .......
63,313.30
24.15%
81,199.80
24.96%
79,142.99
24.97%
87,458.14
24.36%
Santander ............
20,230.20
7.72%
21,415.10
6.58%
21,021.66
6.63%
21,530.63
6.00%
Caixa Seguros .......
16,169.50
6.17%
19,333.10
5.94%
19,053.74
6.01%
21,454.00
5.98%
HSBC ...................
9,490.00
3.62%
11,624.00
3.57%
11,357.14
3.58%
11,810.15
3.29%
SulAmérica .........
3,281.70
1.25%
4,134.60
1.27%
3,662.97
1.16%
3,979.78
1.11%
Other .................
14,517.60
5.54%
17,647.90
5.43%
17,571.72
5.54%
19,184.06
5.34%
Market..............
262,120.40
100.00%
325,291.70
100.00%
316,913.06
100.0%
358,974.18
100.0%
Source: SUSEP
III. Asset Management
According to the Brazilian Financial and Capital Markets Association (ANBIMA), the asset management
segment in Brazil has grown significantly in recent years. The volume of managed assets in Brazil
increased from R$2,160.9 billion as of November 30, 2012 to R$2,334.6 billion as of November 30,
2013. Since 2004, the investment funds segment has undergone significant changes, with
appointment of the Brazilian Securities Exchange Commission (CVM) to oversee these activities, and
with the incentive to the adoption of the best corporate governance practices and to the increase in
transparency in investment funds management.
The main clients of the asset management market are corporate investors, such as private pension
entities, insurance companies, and private clients who are usually from the high net worth segment.
Some of the main aspects that have contributed to the growth in the asset management segment in
Brazil are the following:

economic stability in Brazil and the positive effect of the increase in the population’s income and
savings levels;

expansion in the insurance and the private pension markets, partially influenced by the growth of
products, such as the VGBL and PGBL plans, which reserves led to an increase in the volume of
managed assets;

upgrade to the credit ratings of Brazilian issuers and increase in the exploration of new market
segments;

growing access to financial products offered by means of the Internet and greater access to the
penetration of banking services in Brazilian economy;
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Reference Form – 2014 – SUL AMERICA S/A

improvement in the regulation related to the asset management segment; and

structural improvements in the Brazilian capital markets.
Version: 19
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7.3 - Information on the products and services related to the operating segments
The table below shows the market share of the five main asset management companies in terms of
volume of assets under management in the indicated periods. As of December 31, 2012, these five
largest asset management companies represented 63.7% of the total managed assets, as compared
to SulAmérica’s asset management, which is the second largest independent asset manager in terms
of managed assets volume, according to ANBIMA data.
Asset management
Assets
2011
Market share
2012
Assets
Market
share
Assets
9M12
Market share
Assets
9M13
Market share
BB – Nossa caixa………….
415.8
21.60%
444
20.00%
452.1
20.92%
483.3
20.61%
Itaú-Unibanco ................
330.3
17.20%
370.1
16.70%
355.8
16.47%
394.6
16.83%
Bradesco .......................
221.2
11.50%
287.4
12.90%
272.8
12.62%
294.3
12.55%
Caixa ............................
137.2
7.10%
177.5
8.00%
174.9
8.10%
214.9
9.17%
Santander .....................
128.4
6.70%
134.9
6.10%
134.0
6.20%
144.2
6.15%
SulAmérica ..................
19.6
1.00%
21.1
0.90%
21.7
1.00%
17.6
0.75%
Other ..........................
672.8
34.90%
787.2
35.40%
749.5
34.69%
795.7
33.94%
Total ............................
1,925.20
100.00%
2,222.30
100.00%
2,160.9
100.00%
2,344.6
100.00%
Source: ANBIMA
IV. Savings bonds
According to SUSEP’s September 2013 information, the savings bonds segment grew 27.6% as
compared to the same period in 2012, reaching R$15.3 million. The table below shows the change in
savings bonds sales in the sector in the indicated periods.
Period
2009 ....................................................
2010 ....................................................
2011 ....................................................
2012 ....................................................
9M12....................................................
9M13....................................................
Savings bonds sales
(in millions of R$)
10,100.00
11,800.00
14,100.00
16,600.00
12,000.00
15,307.00
Change
16.83%
19.49%
17.73%
27.56%
Source: SUSEP
The table below details the market share of the main savings bonds groups in the indicated periods.
Group
9M13
Savings bonds sales
Market Share
(in millions of R$)
BrasilCap .....................................
Bradesco......................................
Itaú...............................................
SulaCap ......................................
Aplub ...........................................
Liberty..........................................
CaixaCap .....................................
Other .............................................
Total ............................................
Source: SUSEP
4,435.00
3,343.00
1,758.00
1,352.00
982.00
1,580.44
916.00
940.56
15,307.00
28.97%
21.84%
11.48%
8.83%
6.42%
10.32%
5.98%
6.14%
100.00%
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7.3 - Information on the products and services related to the operating segments
The table below shows the main operating performance ratios of the main Brazilian savings bonds
market players in the indicated period.
Group
BrasilCap ...........................
Bradesco............................
Itaú...................................
SulaCap............................
Aplub ................................
CaixaCap ...........................
Total ................................
September 30, 2013 YTD
Redemptions paid
Lotteries paid
47.70%
75.10%
77.60%
77.30%
29.90%
72.00%
63.80%
2.00%
2.00%
2.00%
12.00%
18.00%
6.00%
5.00%
Gross Margin
50.00%
23.00%
20.00%
10.00%
52.00%
22.00%
31.00%
Source: SUSEP
Competition conditions in markets.
Competition.
The Brazilian insurance market is highly competitive. SulAmérica’s main competitors are the insurance
companies associated with the major financial institutions in Brazil. Other independent insurance
companies, such as SulAmérica, as well as Brazilian subsidiaries of international insurance
conglomerates also present significant competition in the Brazilian insurance market. There is also the
competition from local and regional companies in several Brazilian markets, with efficient cost
structures, which offer special coverage for specific risk groups.
As observed in the insurance markets all over the world, the Brazilian insurance sector has
consolidated. According to ANS and SUSEP data of September 2013, the five largest insurance groups
held approximately 50.0% of the market’s insurance premiums.
Except for the health insurance business segment, commented below, the main competitors in each of
the insurance segments where the SulAmérica operates are the following:

Auto insurance: Porto Seguro (with Itaú Unibanco and Azul Seguros), BB-Mapfre and Bradesco Seguros.

Other property and casualty insurance: Itaú Unibanco, Bradesco Seguros, BB-Mapfre and Porto Seguro.

Life and Private Pension: BB-Mapfre, Bradesco Seguros, Itaú Unibanco and Zurich Santander.
In relation to the group health insurance, the main competitors are other health insurance companies
and post-payment administration plans (ASO), which sells their products to corporate clients. In this
segment, the main competitor of SulAmérica is Bradesco Seguros. In the private health care segment,
which includes post-payment administration plans (ASO), medical cooperatives, benefit
administrators, dental cooperatives, group dental and other similar private medical care insurance
institutions, SulAmérica competes for corporate clients against institutions such as Amil, Medial Saúde,
Unimed and Odontoprev. SulAmérica does not have an active portfolio of individual health insurance
policies since 2004, when it decided to suspend the sales of new policies of such insurance, and since
then its portfolio has decreased due to policy cancellations.
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7.3 - Information on the products and services related to the operating segments
The Brazilian private pension market is also concentrated on private pension institutions affiliated to
the largest financial institutions in Brazil, such as: Bradesco, Banco do Brasil, Itaú-Unibanco and
Santander, which, as of November 30, 2013, accounted for over 80.0% of all private pension reserves
in the market, according to SUSEP’s data. The direct competition in this market is represented by
independent private pension institutions, such as Icatu Hartford, Porto Seguro and Mapfre.
The Brazilian asset management market is also extremely competitive. Banco do Brasil, Banco Itaú
Unibanco, Banco Bradesco, Banco Santander and Caixa Econômica Federal are the largest asset
managers in Brazil, and they accounted for approximately 60.0% of all assets under management in
Brazil as of September 30, 2013, according to SUSEP’s data.
d) Possible seasonality.
The Brazilian insurance market does not record significant changes in premium volume over the year;
however, there could be changes in the loss ratio as a result of climate events, changes in the
frequency of use of medical services or concentration of maturity dates and/or policy renewals in
certain periods.
e) Main inputs and raw materials.
Not
Applicable.
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7.4 – Clients that account for more than 10% of total net revenue
a. total amount of revenue from clients
Not applicable, given that no client alone accounts for over 10% of the Company’s total net revenue,
according to the latest fiscal year ended financial statements and the latest accounting information
disclosed by the Company.
The Company’s net revenue is composed of insurance premiums (health and dental, automobile, other
property and casualty, and life and personal accident), private pension contributions, revenues from
postpaid administered plans (ASO), asset management performance and management fees and savings
bonds collections.
b. operating segments affected by the revenues from clients
In the Company there is no concentration of revenue in one specific client or economic group.
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7.5 - Material effects of government regulations on operations
a) Need of government authorization to perform operations and history of the relationship
with the government administration to obtain such authorizations
The Brazilian insurance and private pension sectors are subject to comprehensive regulation.
National Private Insurance System, created by Decree-Law 73/66 (considered a Complementary
under the Federal Constitution), is composed by (i) the CNSP, (ii) SUSEP, (iii) insurance companies
private pension entities that have been duly authorized to carry out business in the local market,
reinsurance companies (including IRB-Brasil) and (v) the duly registered insurance brokers.
In Brazil, regulation of
performed by CNSP and
reinsurance companies
authorization to operate,
The
Law
and
(iv)
the insurance (except health insurance) and private pension operations is
SUSEP. Regulated entities (insurance companies and private pension entities,
and insurance brokerage companies) need to obtain registration and
according to the effective rules.
The health insurance and plan sector is regulated by the ANS, an agency under special regime, bound to
the Ministry of Health, and by the CNSP, a collective body that is part of the regulatory framework of the
Ministry of Health.
Besides the authorization to operate, the marketing of products depends on prior registration with the
regulatory bodies of the insurance sectors in general and of health insurance plans. In addition, several
other activities depend on governmental authorization, such as, for example, the transfer or change in
corporate control, the movement of pledged assets, the adjustments to individual or family health
insurance, Actuarial Technical Note of Products for individual and group affinity plans, among others.
SulAmérica and its regulated companies’ history of authorizations from the regulatory entities is in full
compliance with the legal rules and regulations introduced by the respective regulatory bodies and in
adherence to the Legal Compliance Program adopted internally in these companies.
Sul América Investimentos Distribuidora de Títulos e Valores Mobiliários S.A., a subsidiary of the
Company that operates in the asset management market, needs authorization to operate from BACEN,
the regulatory authority is described below. Sul América Capitalização S.A – SULACAP, which is also a
subsidiary of the Company, that operates in the savings bonds market, depends on SUSEP’s
authorization and is regulated under SUSEP’s authority, described below.
Regulatory Bodies
National Council of Private Insurance (“Conselho Nacional de Seguros Privados” in
Portuguese, or CNSP)
Subordinated to the Ministry of Finance, the CNSP is responsible for (i) setting out the general guidelines
and policies applicable to the entities that comprise the National Private Insurance System, (ii)
regulating the incorporation, organization, operation and inspection of these companies, and (iii) setting
the indexes and other technical conditions on fees, investments and other equity relationships to be
observed by private pension and insurance companies. The CNSP is composed by one representative
from each of the following bodies: the Ministry of Social Security, the Central Bank, the Ministry of
Finance, the Ministry of Justice, the CVM and SUSEP superintendent.
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7.5 - Material effects of government regulations on operations
Superintendence of Private Insurance (“Superintendência de Seguros Privados” in
portuguese, or SUSEP)
SUSEP is a governmental agency in charge of implementing and conducting the policies formulated by
the CNSP, as well as overseeing insurance and private pension lines. The SUSEP Superintendent is
appointed by the President of the Republic for an undefined term. SUSEP does not regulate or oversee
(i) closely-held private pension entities, which are regulated by National Superintendency of Private
Pension (“Superintendência Nacional de Previdência Complementar” in Portuguese, or PREVIC), nor (ii)
private health maintenance organizations/private healthcare insurance companies regulated by the ANS.
With the enactment of Complementary Law 126/07, the CNSP and SUSEP also became responsible for
the regulation of the Brazilian reinsurance market.
SUSEP is responsible for granting registration to insurance brokerage companies, always observing the
existence of the following minimum requirements:
 the company should be incorporated and organized as a business or company with its headquarters in
Brazil;
 registration will not be granted to companies whose partners and/or executive officers who accept or
are employed by government companies or are employed by or manage insurance companies. The
same prohibition is imposed on companies that hold interests in other companies whose partners or
shareholders accept or have employment in government companies or are employed by or manage
insurance companies;
 the insurance broker responsible for the company shall have the technical and professional
qualification certificate, which confirms the completion of regular insurance broker course issued by
Fundação Escola Nacional de Seguros (FUNENSEG) or by another authorized educational
establishment or approval in professional exams for insurance brokers from an officially recognized
course
Council for the Appeals of the National Private Insurance System, Publicly-held Private
Pension and Savings Bonds (“Conselho de Recursos do Sistema Nacional de Seguros
Privados, de Previdência Aberta e de Capitalização” in portuguese, or CRSNSP)
The CRSNSP is a government body oversaw by the Ministry of Finance, responsible for the revision of
the decisions taken by SUSEP and IRB-Brasil. This body revises, in second instance, the decisions taken
by SUSEP and IRB-Brasil. The CRSNSP’s administrative decisions are final and binding on the parties
under its authority.
National Agency of Supplemental Health (“Agência Nacional de Saúde Suplementar” in
portuguese, or ANS)
Bound to the Ministry of Health and created in 2000 by Law 9,961, the ANS has powers to regulate and
inspect healthcare operators (insurance companies), including the relationship between them and
consumers and medical and/or hospital service providers. The ANS operations aim at keep the balance
and the government interest in the relationships among the stakeholders in the private health sector.
The healthcare operators are the companies and entities that operate in the private health sector
providing consumers with health care plans.
The ANS set out eight types of healthcare operators: benefit administrator, medical cooperatives,
dental cooperatives, philanthropy institutions, self-administrators, group health, group dental, and
specialized health insurance companies, the latter pursuant to Law 10,185, which created the
specialized insurer, qualifying it as a type of healthcare operator and its product (health insurance) as a
type of health plan.
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7.5 - Material effects of government regulations on operations
The Law indicates ANS’s duties and the scope of its operations and as a rule, its operations are carried
out through the collective decision-making of five (5) directors, who are appointed by the President of
the Republic after questioning by the Federal Senate and with non-concurrent terms in office of three
(3) years.
In theory, regulation through regulatory agencies is more efficient, technical and independent, since
such bodies have more overall autonomy.
Private Health Council (“Conselho de Saúde Suplementar” in portuguese, or CONSU)
CONSU is the body that formulates policies under the authority of the Ministry of Health. It is composed
of representatives of the Ministry of Health, Ministry of Finance, Ministry of Justice and the Ministry of
Planning, Budget and Management. CONSU was created with powers to:




establish and oversee the policies and regulations applicable to the private health services;
approve the management contract of the ANS;
oversee and monitor the acts and operations of the ANS;
establish general standards to establish, organize, operate and inspect private health care entities;
and
 establish the minimum required capital and the accounting, actuarial and statistical criteria, such as
for the creation of funds and the hiring of insurance guarantees to protect consumers against
insolvency of private heath care entities.
Before the creation of the ANS in 2000, CONSU used to operate as a body that regulated the private
health sector, specifically in service management, regulating aspects related to coverage, grace periods
and regulation mechanisms. The financial and economic management until 2000 was still performed by
SUSEP. Accordingly, the private health sector had a bipartite management.
Since the creation of the ANS, the CONSU, in practice, no longer performs these duties.
Brazilian Central Bank (“Banco Central do Brasil” in portuguese, or BACEN)
The Central Bank of Brazil is a federal government agency that is part of the National Financial System
(“Sistema Financeiro Nacional” in portuguese), being bound to the Ministry of Finance of Brazil. It is the
main body that implements the guidelines provided by the National Monetary Council (“Conselho
Monetário Nacional”, in Portuguese) and is responsible for guaranteeing the purchasing power of the
national currency, having the following purposes:




ensure adequate liquidity in the economy;
maintain the international reserves at an adequate level;
stimulate the building up of savings;
ensure stability and promote the permanent improvement in the financial system.
Among its duties are the following:





carry out the inspection of financial institutions;
authorize the operation of financial institutions;
define conditions for the occupation of management positions in financial institutions;
watch over the interference by other companies in the financial and capital markets; and
control the inflow of foreign capital.
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7.5 - Material effects of government regulations on operations
Brazilian Securities and Exchange Commission (“Comissão de Valores Mobiliários” in
portuguese, or CVM)
The CVM has the power to establish rules, regulate and inspect the operations of many market
stakeholders. Its regulatory power encompasses all matters related to the securities market.
The CVM is responsible for establishing rules on the following matters, among others:









registration of public companies;
registration of securities distributions;
accreditation of independent auditors and securities portfolio managers;
organization, operation and activities of stock exchanges;
trading and intermediation in the securities markets;
management of securities portfolios and custody;
suspension or cancellation of registrations, accreditations or authorizations;
suspension of the issue, distribution or trading of a certain security; and
institute circuit breaker in stock exchange.
The registration system provides a continuous flow of information to the investor. This information,
periodically provided by all public companies, could be financial and, therefore, conditioned to rules of
accounting nature, or only refer to material facts of the companies operations. Material fact is an event
that could influence the investor’s decision on trading the securities issued by the company.
The CVM’s accreditation duty is performed based on the standards laid down by the federal government
agency that enable the evaluation of the capacity of the projects to be implemented.
The Law gives the CVM the authority to uncover, rule on and punish irregularities that occasionally take
place in the market. When a suspicion is raised, the CVM may start an administrative investigation
through which it collects information, hears testimonies, and gathers evidences aimed at clearly
identifying the party responsible for illegal practices, giving it right to ample defense after accusation.
How does the company structure itself to follow and ensure adherence to new regulations?
The Company follows legislative publications (federal, state and municipal ones), rules issued by
regulatory authorities (ANS, SUSEP, CVM and BACEN), and Public Consultations. In addition, it actively
participates in the Market and Federations, as well as performs a critical and legal analysis of rules,
besides following the adherence to the rule, ensured by compliance.
In addition, Federations that represent the Insurance Market (FenaSaúde, FenaCap, FenaPrevi and
FenaSeg), in which SulAmérica has permanent seats, provide suggestions to Public Consultations in
progress and participate in Public Meetings promoted by Regulatory Bodies.
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7.5 - Material effects of government regulations on operations
b) The issuer’s Environmental Policy and costs incurred to meet the environmental rules and
the other environmental practices, if any, including the adherence to international
environmental protection standards.
There is no government regulation with respect to an Environmental Policy specific to the insurance and
investment sector. The Company voluntarily maintains a series of processes and initiatives aimed at
mitigating the environmental impacts of its operations in the several lines it operates.
The company is signatory to several voluntary commitments, such as the UN Global Compact (since
2011), the Principles for Responsible Investment (PRI) (since 2009) and the Principles for Sustainable
Insurance (PSI) (since 2012), and undertakes initiatives that follow social and environmental
management principles.
Every launch of new products, services and partnerships goes through a governance process that aligns
the opinion reports of the risk, compliance, fraud, legal, commercial and sustainability areas, among
others.
In compliance with the National Policy on Solid Waste released in 2010, the Company encourages the
reduction in the use of materials, as well as initiatives on the correct disposal of waste in its operating
units.
c) Dependence on patents, brands, licenses, concessions, franchises and royalty contracts
that is relevant to the performance of operations.
The Company and its subsidiaries are the holders of many brands that are registered or in the
registration process with the National Institute of Intellectual Property (“Instituto Nacional de
Propriedade Industrial” in portuguese, or INPI), like the SUL AMÉRICA brand, which is used to name its
operations, the most relevant brands being numbered in the tables of item 9.1 (b) in this Reference
Form.
The Company does not depend on patents, licenses, concessions, franchises or royalty contracts that are
relevant to the performance of its operations.
Regarding the Company’s brands, the right to use them is forfeited upon expiration of their registration
with the INPI, which could occur in the following events: (i) due to a final decision made by INPI
agreeing to the request for administrative annulment submitted by any person with rightful interest or
maintaining its decision of denying the application for registration; (II) due to the expiration of the
duration without our request for extension; (iii) due to a partial or full waiver in relation to the products
or services identified by the brand; and (iv) due to forfeiture, which occurs upon the request of any
person with rightful interest if, within five years from its grant, on the request date, such brand has not
been brought into use in Brazil, or if its use has been interrupted for more than five consecutive years,
or if, in the same period, the brand was used with modification that may imply an alteration in its
original distinctive character, as compared to the one contained in the registration certificate or fail to
mark all products or services contained in its registration certificate; (V) in the event of a registration
granted not observing Law 9,279/96; and (VI) by legal decision.
The forfeiture of the rights to use a brand implies the impossibility of a company keep using the brand in
Brazil in the corresponding products and services, and also impedes third parties to use identical or
similar brands to mark competitor services or products. There is also the possibility that the holder
becomes defendant in legal claims at the criminal or civil level, for unauthorized use in case of
infringement of the rights of third parties.
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7.6 – Material foreign revenue
a. Revenues generated by clients in the country the issuer is based and their share of the
issuer’s total net revenues.
In 2013, the revenue from written premiums in the issuer country (Brazil) amounted to R$12,021.7
(million), corresponding to 100% of revenue; in 2012, it amounted to R$10,419.7 (million),
corresponding to 100% of revenue; and in 2011, it amounted to R$9,124.8 (million) corresponding to
100% of revenue.
b. revenues generated by clients in each foreign country and their share of the issuer’s total
net revenues.
The Company does not receive revenue from clients of foreign countries and is not dependent on foreign
clients.
c. total revenues generated in foreign countries and their share of the issuer’s total net
revenues.
The Company does not receive revenue from clients of foreign countries and is not dependent on foreign
clients.
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7.7 - Effects of foreign regulation on activities
Not applicable, the Company only operates in Brazil and is not subject to regulations of any foreign
country.
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7.8 - Material long-term relationships
The Company does not have relevant long-term relationships, not even with suppliers or clients, reason
why there is no description of relevant relationship in this Reference Form.
Relevant are the relationships that account for more than 10% (ten percent) of the annual net revenue
of the Company, according to the definition provided in item 7.4.
In line with corporate governance best practices and in order to meet the expectations of its
stakeholders, SulAmérica discloses its sustainability report in the same document of the Company’s
Annual Report, developed according to the GRI G3.1 standards. To reaffirm its commitment to
sustainability, since 2008 the Company’s Annual Reports has been prepared electronically and are
available at www.sulamerica.com.br/relatorioanual.
SulAmérica focuses on the management of sustainability driven by creation of value in the long term.
The objective is to permeate sustainable concepts to assist in the development of new products and
services of insurance, private pension, savings bonds and asset management that consider the
mitigation of the economic, social and environmental impacts, which are inherent in operations. In
addition, these practices aim at integrating social and environmental issues into the Company’s decision
making. In 2013, the Board of Directors approved the Sustainability Policy which sets out five priority
themes to be worked on over the following years – service quality and satisfaction, products and
services innovation, human capital development, responsibility in the value chain, and financial
education and conscious use of insurance.
SulAmérica also believes to have a role in the development of the society in which it operates and for
this reason it invests in cultural and social projects with own funds and by means of tax incentive laws –
Rouanet or Audiovisual, Child and Adolescent Fund (“Fundo da Criança e do Adolescente” in portuguese,
or FUMCAD) and Sports Incentive.
The projects supported with own funds are the following:
Lideranças Comunitárias (Rio de Janeiro and São Paulo) – since 2010
The Lideranças Comunitárias SulAmérica (community leaders) is aimed at building the capacity of
leaders that work on community organizations (NGOs, resident association and other community-based
institutions) located in the surrounding area of the headquarters, in the city of Rio de Janeiro, and of the
Morumbi unit in São Paulo. SulAmérica works in partnership with the Integrated Center for Sustainable
Development Studies and Programs (“Centro Integrado de Estudos e Programas de Desenvolvimento
Sustentável” in portuguese, or CIEDS), and participants attend classes in structuring and formalizing
their organizations, knowing and diagnosing the demands of the community where they work, and
preparing fund raising projects. Since the beginning of the project, 56 participants of 36 institutions
spent over 260 hours having technical advisory and capacity building in training courses on projects,
fund raising, management, sustainability and computing.
Saúde Bucal SulAmérica (São Paulo) – since 2010
The Saúde Bucal SulAmérica (dental health) is aimed at multiplying the knowledge of dental hygiene in
the neighboring communities of the Company, besides training multiplying agents to see children and
adolescents.
In 2012, in partnership with Instituto Dom Bosco and JHSF Construtora, SulAmérica built a dental office
inside the Residents’ Association in the Jardim Panorama community, in the surrounding area of its head
office in Morumbi, in São Paulo, to see the local population for free. This office aims at providing
minimum conditions for the dental health of children, adolescents and their family, with preventative
actions, distribution of dental hygiene kits, and the offer of emergency dental treatment.
Since the beginning of the project in partnership with Instituto Dom Bosco, over 600 people have
benefitted from it.
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7.8 – Material long-term relationships
CDI Comunidade São Carlos (Rio de Janeiro) – since 2011
The project, in partnership with the Committee on the Democratization of Digital Access (“Comitê para a
Democratização da Informática” in portuguese, or CDI) encourages local development by means of
digital and social inclusion of low-income people. Since the beginning of the project, the CDI in the São
Carlos Community trained 585 students by teaching how to use Office, the Internet and multimedia for
free, besides providing residents with access to technology for free.
Since 2012 the project relies on the community center Esperança do Futuro (“Centro de Atividades
Comunitárias Esperança do Futuro” in portuguese, or CACEF) to conduct on-site activities and facilitate
the access of local residents.
Sponsorships by means of Incentive Laws:
Rouanet Law (allocation of 4% of payable tax)
Circuito SulAmérica de Música e Movimento
Circuito SulAmérica de Música e Movimento (music and movement circuit), launched in 2008, aims at
democratizing the access to culture, by promoting social and cultural development through art. Every
year the Company invests in national and international music and dance shows, offering discounts to
employees and clients, besides allocating a portion of tickets to the beneficiaries of social projects.
Child and Adolescent Fund Incentive Law (FUMCAD) and the Sports Incentive Law (allocation of 1% of
tax payable to each law).
SulAmérica has supported social projects that ensure the rights of children and adolescents in the cities
of Rio de Janeiro and São Paulo since 2011. The chosen projects are as follows:







Encompasses the surrounding areas of the company’s units (Rio de Janeiro and São Paulo)
Benefits a target audience comprising adolescents and youths (24 to 24 years old)
Focuses on themes of health, education and environment
Submits detailed budget for the project activities
Has activities for the SulAmérica’s volunteers
Does not support projects which objectives involves religious, political or personal interests
Presents quarterly reports on monitoring and accounting
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7.9 - Other material information
The material information on the Company’s operations has already been reported in the previous items
of this Reference Form.
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8.1 - Description of the Economic Group
A. Direct and indirect controlling interest holders
According to its Bylaws, the Company’s corporate purpose is the management of its own assets and
holding of interests in other companies. The Company’s subsidiaries mainly perform insurance, private
pension, asset management and savings bonds operations. The Company is controlled by Sulasapar
Participações S.A., holder of 25.1912% interest in its capital.
Sulasapar Participações S.A. is a privately held corporation incorporated under the Brazilian laws, which
corporate purpose is to hold interests in other companies and whose only shareholder is Sulasa
Participações S.A.
Sulasa Participações S.A. is a privately held corporation incorporated under the Brazilian laws, which
corporate purpose is to hold interests in other companies. The capital of Sulasa Participações S.A. is
represented by common shares, which are held by Sophie Marie Antoinette de Ségur, Isabelle Rose
Marie de Ségur Lamoignon, Christiane Claude de Larragoiti Lucas, Chantal de Larragoiti Lucas, Patrick
Antonio Claude de Larragoiti Lucas, Sulemisa Participações Ltda. and Sultaso Participações Ltda.
We show below the ownership interests of the Company and its control group as of the date of this
Reference Form:
Ownership Interests of the Company
% of total capital
Shareholder
Sulasapar Participações S.A. .......................................................
International Finance Corporation ................................................
Swiss Re Direct Investments Company Ltd ....................................
Oppenheimer Developing Markets Fund ........................................
Amsterdã Holding ......................................................................
ING Groep N.V. .........................................................................
Individuals - Larragoiti Family......................................................
Directors and Executive Officers..................................................
Shares in Free Float ...................................................................
Treasury Shares ........................................................................
Total .......................................................................................
25.1912
7.7641
14.9089
8.1175
7.6436
2.3564
2.7142
0.0464
29.4096
1.8481
100
Ownership Interests of Sulasapar Participações S.A.
Shareholder
Sulasapar Participações S.A. .......................................................
% of total capital
100
Ownership Interests of Sulasa Participações S.A.
Shareholder
Sophie Marie Antoinette de Ségur ................................................
Isabelle Rose Marie de Ségur Lamoignon ......................................
Christiane Claude de Larragoiti Lucas ...........................................
Chantal de Larragoiti Lucas.........................................................
Patrick Antonio Claude de Larragoiti Lucas ....................................
Sulemisa Participações Ltda. ......................................................
Sultaso Participações Ltda...........................................................
Total .......................................................................................
% of total capital
19.13
19.13
16.67
16.67
16.67
5.87
5.87
100
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8.1 - Description of the Economic Group
Capital composition of Sulemisa Participações Ltda.
Shareholder
% of total capital
Ema Mercedes Anita Sanchez de Larragoiti...................................
Isabelle Rose Marie de Ségur Lamoignon......................................
Total .......................................................................................
99.99
0.01
100
Capital composition of Sultaso Participações Ltda.
Shareholder
% of total capital
Ema Mercedes Anita Sanchez de Larragoiti...................................
Sophie Marie Antoinette de Ségur ..............................................
Total .......................................................................................
99.99
0.01
100
B. Subsidiaries and associates
The direct and indirect subsidiaries of the Company are listed in the table below, which shows the
interest held by the Company as of December 31, 2013.
Interest (%) in total
capital
December 31, 2013
Companies
Sul América Companhia Nacional
de Seguros .............................................................
Saepar Serviços e Participações S.A. .....................
Sul América Saúde Companhia
de Seguros .............................................................
Sul América Seguros de Pessoas e
Previdência S.A. .....................................................
Sul América Companhia de Seguro Saúde ............
Sul América Companhia de Seguros Gerais...........
Sul América Capitalização S.A. – SulaCap ..............
Sul América Investimentos Distribuidora de
Títulos e Valores Mobiliários S.A. ..........................
Cival Reinsurance Company Ltd. ...........................
Main activity
Headquarters
Direct
Indirect
P&C
Holding
Rio de Janeiro
Rio de Janeiro
24.45
100.00
75.55
-
Health insurance
Rio de Janeiro
-
100.00
Insurance
Health insurance
P&C
Savings Bonds
Asset
management
Reinsurance
(Inactive)
Sul América Santa Cruz Participações S.A. ............ Holding
Sul América Serviços de Saúde S.A. ....................... Health
Maintenance
Organization
(HMO)
Sul América Odontológico S.A. .............................. Dental insurance
Rio de Janeiro
Rio de Janeiro
Rio de Janeiro
Rio de Janeiro
29.53
-
100.00
70.47
100.00
87.25
São Paulo
Cayman
Islands
Rio de Janeiro
São Paulo
-
100.00
100.00
-
100.00
100.00
São Paulo
-
100.00
111
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
8.1 - Description of the Economic Group
C. Company's interests in the companies of the group
The information provided in item "b" above, relating to direct interests held by the Company in other
SulAmérica companies.
Interest (%)
in total capital
Company
Main activity
Headquarters
Direct
Indirect
Sul América Companhia Nacional de Seguros
P&C
Rio de Janeiro
24.45
75.55
Saepar Serviços e Participações S.A. ..........
Holding
Rio de Janeiro
100.00
-
Sul América Companhia de Seguro Saúde ....
Health insurance
Rio de Janeiro
29.53
70.47
D. Interests held by the group's companies in the Company
No company of the group other than Sulasapar Participações S.A. – parent company of the Company,
holds interests in Sul América S.A.
E. Companies under joint control
Sulasapar Participações S.A. is the parent company of Nova Ação Participações S.A., a publicly-held
company registered with category B under the terms of CVM Instruction 480/09.
Nova Ação Participações S.A.
CNPJ/MF: 04.634.250/0001-34
EO
EP
Total
Sulasapar Participações S.A. .........................................
100%
100%
100%
Total ..........................................................................
100%
100%
100%
112
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
8.2 - Organization Chart of the Economic Group
The following organization chart sets forth the organizational structure of Sul América S.A. as of January
31, 2014.
(*) The share owned by Mr. Patrick Antonio Claude de Larragoiti Lucas, encumbered as usufruct, is computed.
(**)Sulemisa Participações Ltda – capital composition
Ema Mercedes Anita Sanchez de Larragoiti……………….99.99%
Isabelle Rosemarie de Ségur Lamoignon………………………0.01%
(***)Sultaso Participações Ltda – capital composition
Ema Mercedes Anita Sanchez de Larragoiti……………….99.99%
Sophie Marie Antoinette de Ségur……….………………………0.01%
113
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Version: 19
8.3 - Restructuring transactions
Transaction date
Corporate event
Corporate event description
"Other"
Transaction description
Transaction date
Corporate event
Corporate event description
"Other"
Transaction description
Transaction date
Corporate event
Transaction description
Transaction date
Corporate event
Transaction description
Transaction date
Corporate event
November 18, 2013
Other
Acquisition of the issuer’s shares
On November 18, 2013, a contract was entered into between Swiss Re Direct
Investments Company Ltd (Swiss Re) and the members of the Larragoiti Family,
indirect controlling interest holders of the Company (Larragoiti Family) for the
acquisition, by Swiss Re, of 13,106,928 units issued by the Company
representing 13,106,928 common shares and 26,213,856 preferred shares. The
transaction was completed on December 2, 2014 and Swiss Re became the
holder of 3.8% interest in the total capital of SulAmérica, while the Larragoiti
Family maintained a total direct interest of 2.9%. And a contract was also
entered into between Swiss Re Direct Investments Company Ltd (Swiss Re)
and ING Insurance International B.V. (ING), for the acquisition, by Swiss Re, of
37,693,075 Units, representing 37,693,075 common shares and 75,386,150
preferred shares issued by the Company, disposed by ING, according to the
Material Fact released on November 18, 2013. In view of the completion of the
transaction and the effective transfer of Units, on January 7, 2014, Swiss Re
became the holder of 14.9% interest in the Company’s capital, while ING
maintained a total interest (direct and by means of Amsterdã Holdings Ltda.) of
10.0%.
May 16, 2013
Other
Acquisition of the issuer’s shares
On May 16, 2013, a contract was entered into between International Finance
Corporation (IFC) and ING Insurance International B.V. (ING) for the acquisition
by IFC of 26,455,026 issued by the Company, representing 26,455,026
common shares and 52,910,052 preferred shares, according to the Material
Fact released on May 16, 2013. On June 14, 2013, the acquisition was
completed and IFC became the holder of 7.9% interest in the total capital of the
Company, while ING maintained a total direct interest of 13.6%.
January 31, 2013
Merger
On January 31, 2013, the shareholders of Sul América Seguro Saúde S.A. and
Sul América Companhia de Seguro Saúde approved in a meeting the
dissolution by means of merger of the first into the second without issuing new
shares of the acquirer. The transactions were approved by the ANS on April 24,
2013.
May 31, 2012
Merger
Corporate event: Merger between subsidiaries
On May 31, 12, the subsidiary Sul América Companhia de Seguro Saúde
increased the capital of Sul América Odontológico, with the shares representing
the capital of Dental Plan Ltda., originally held by the first. After that, in the same
act, Dental Plan Ltda. was merged into Sul América Odontológico. The
transaction was approved by the ANS on September 11, 2012.
May 28, 2012
Disposal and acquisition of controlling interests.
114
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Version: 19
8.3 - Restructuring transactions
Transaction description
Transaction date
Corporate event
Transaction description
The subsidiary Sul América Santa Cruz Participações S.A. entered into a
contract for the acquisition of the total interest held by Saspar Participações
S.A. in the capital of Sul América Capitalização S.A. - SULACAP, representing
83.27% interest in the capital of the latter for the base price of R$214 million,
considering that the amount may be increased by up to R$71 million, provided
that certain conditions provided for in the contract are met. The contract for
purchase and sale of shares was entered into May 28, 2012 and amended on
March 18, 2013. On April 25, 2013, after the implementation of the conditions
precedent provided for in the contract, such acquisition was completed.
November 30, 2011
Merger
Corporate event: Merger between subsidiaries.
On November 29, 2011, the subsidiary Sul América Santa Cruz S.A. acquired
the total capital of Executivos S.A. – Administração e Promoção de Seguros,
composed of 343,350 registered common shares, and on November 30, 2011,
the approval of the merger of Executivos into Santa Cruz was given, without the
issue of new shares of the acquirer.
115
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
8.4 - Other material information
All material information is described in the above items of item 8 of the Reference Form.
116
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9 .1 – Material non-current assets - other
All material non-current assets of the Company are described in items 9.1 “a”; 9.1 “b”; and 9.1 “c”.
The property and equipment of Sul América S.A. are not relevant according the effective accounting
standards, because the property and equipment balance amounted to R$54.4 million as of December
31, 2013, accounting for only 0.3% of total assets, which totaled R$16.9 billion.
117
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Version: 19
9.1 – Material non-current assets / 9.1.a – Property and equipment
Justification for not completing this table:
The property and equipment of Sul América S.A. are not relevant according to the effective accounting
standards, since the property and equipment balance amounted to R$54.4 million as of December 31,
2013, accounting for only 0.3% of the total assets of the Company, which totalized R$16.9 billion.
118
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“P.R.A.
Brazil –
application
filed class 35
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
Previdência
Programa
de
Reconhecimento ao
Corretor”
Processes:
831011289
831011203
119
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“P.R.A.
Brazil –
application
filed class 35
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
Odonto - Programa
de Reconhecimento
ao
Corretor”
Processes:
831011297
831011211
120
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“P.R.A.
Brazil –
application
filed class 35
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
Vida - Programa de
Reconhecimento ao
Corretor”
Processes:
831011440
831011220
121
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“P.R.A.
Brazil –
application
filed class 35
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
Transportes
Programa
de
Reconhecimento ao
Corretor”
Processes:
831011459
831011238
122
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“P.R.A.
Brazil –
application
filed class 35
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
Property - Programa
de Reconhecimento
ao
Corretor”
Processes:
831011467
831011246
123
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Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“MOTORISTA
AMIGO” Process:
Brazil –
registration
class 39
Valid up to
November 6,
2022
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
830543295
124
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Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SulAmérica Você
Mulher” –
Brazil –
registration
class 36
Valid up to
December 30,
2022
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
Process:
902120964
125
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Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SulAmérica Auto
Zero Km” Process
Brazil –
registration
class 36
Valid up to
October 2, 2022
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
902120620
126
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SulAmérica
Caminhão Km
Rodado” - Process:
Brazil –
registration
class 36
Valid up to
October 2, 2022
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
902120492
127
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
IDADE ATIVA” Process:
Brazil –
registration
class 36
Valid up to
October 5, 2020
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
900957212
128
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
VOCÊ BAP” Process:
Brazil –
registration
class 36
Valid up to June
28, 2021
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
900714883
129
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA” Process:
Brazil –
registration
class 36
Valid up to
November 3,
2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
829244166
130
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
CHECK UP
RESIDENCIAL” Process:
Brazil –
registration
class 36
Valid up to
December 8,
2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
829212345
131
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
RESIDENCIAL” Process:
Brazil –
registration
class 36
Valid up to
December 8,
2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
829212256
132
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
EXCLUSIVO” Process:
Brazil –
registration
class 36
Valid up to
December 8,
2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
829212248
133
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
ESPECIAL” Process:
Brazil –
registration
class 36
Valid up to
December 8,
2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
829212230
134
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
EXPERT” Process:
Brazil –
registration
class 36
Valid up to
December 8,
2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
829212213
135
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“RÁDIO
SULAMÉRICA
TRÂNSITO” Process:
Brazil –
registration
class 36
Valid up to
October 13, 2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
829001506
136
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
CAMINHÃO
ESSENCIAL” Process:
Brazil –
registration
class 36
Valid up to
September 8,
2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
828869227
137
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“PREV 10” Process:
Brazil –
registration
class 36
Valid up to April
29, 2018
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
828279888
138
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
EXECUTIVOS
PREMIÁVEL –
ACIDENTES
PESSOAIS” Process:
Brazil –
registration
class 36
Valid up to
December 4,
2017
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
827751818
139
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
EXECUTIVOS
PREMIÁVEL VIDA
FAMILIAR” Process:
Brazil –
registration
class 36
Valid up to
January 2, 2018
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
827751800
140
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
EXECUTIVOS
PREMIÁVEL VIDA
INDIVIDUAL” Process:
Brazil –
registration
class 36
Valid up to
January 2, 2018
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
827751796
141
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA” Process:
Brazil –
registration
class 35
Valid up to
January 20, 2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
826438156
142
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
CAPITALIZAÇÃO
SUPER FÁCIL
GARANTIA DE
ALUGUEL” Process:
Brazil –
registration
class 36
Valid up to June
19, 2022
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
823447057
143
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“GRESUL” Process:
Brazil –
registration
class 41
Valid up to July
31, 2017
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
823081559
144
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“EXECUTIVOS
ASSOCIADO” Process:
Brazil –
registration
class 36
Valid up to
November 29,
2015
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
821995960
145
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“EXECUTIVOS
MASTERVIDA” Process:
Brazil –
registration
class 36
Valid up to July
17, 2021
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
820812714
146
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“EXECUTIVOS
SEGURO
PREMIADO” Process:
Brazil –
registration
class 36
Valid up to May
4, 2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
819509981
147
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“EXECUTIVOS VIDA
COM SORTEIO” Process:
Brazil –
registration
class 36:70
Valid up to May
4, 2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
819509973
148
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“EXECUTIVOS VIDA
FAMILIAR” Process:
Brazil –
registration
class 36:70
Valid up to May
4, 2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
819509965
149
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“E PRESTAMISTA” Process:
Brazil –
registration
class 36:70
Valid up to
February 23,
2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
819278076
150
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SUL AMERICA
AUTO” - Process:
Brazil –
registration
class 36:30
Valid up to April
8, 2017
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
817449442
151
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SUL AMERICA
CONDOMÍNIO” Process:
Brazil –
registration
class 36:30
Valid up to April
8, 2017
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
817449272
152
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMERICA
ESTRADA” Process:
Brazil –
registration
class 40:25
Valid up to April
8, 2017
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
817448640
153
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“EXECTRIP” Process:
Brazil –
registration
class 36:70
Valid up to
October 6, 2018
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
817818774
154
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“EXPERT” Process:
Brazil –
registration
class 36
Valid up to March
25, 2023
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
816313024
155
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“CLUBE DOS
EXECUTIVOS” Process:
Brazil –
registration
class 36:70
Valid up to
November 12,
2016
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
816312907
156
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
MULTISERVIÇOS” Process:
Brazil –
registration
class 40:25
Valid up to March
28, 2015
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
814650554
157
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA
OPEN” Process:
Brazil –
registration
class 41
Valid up to March
31, 2022
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
814421024
158
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA” Process:
Brazil –
registration
class 40/10.20
Valid up to April
28, 2017
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
812136195
159
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA” Processes:
Brazil –
registration
classes 40:10;
40:20; 39:10
Valid up to April
25, 2019 and
April 28, 2017
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
812136187
812136144
160
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA” Process:
Brazil –
registration
class 39:10
Valid up to April
28, 2017
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
812136152
161
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULACAP” Process:
Brazil –
registration
classes 36:40
and 36:70
Valid up to
January 17, 2024
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
810960028
162
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA” Process:
Brazil –
registration
class 39:10
Valid up to July
19, 2023
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
810637642
163
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SULAMÉRICA” –
Logo:
Brazil –
registration
class 39:10
Valid up to March
1, 2023
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
810084104
164
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“PROGRAMA DE
VIDA” - Process:
Brazil –
registration
class 36:30
Valid up to June
25, 2020
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
007177127
165
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“DOS EXECUTIVOS”
- Process:
Brazil –
registration
class 36
Valid up to June
10, 2020
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
007145241
166
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“RÁDIO
SULAMÉRICA
TRÂNSITO 92,1
FM”:
Brazil –
registration
class 36
Valid up to
October 13, 2019
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
829001417
167
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SulAmérica” Processes:
Brazil –
application
filed classes
35, 36 and 44
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
840607601
840607539
840607580
168
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“PREVIDÊNCIA SEM
BLÁ BLÁ BLÁ” Process:
Brazil –
application
filed class 36
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
903960303
169
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SulAmérica Trânsito”
Processes:
Brazil –
application
filed classes
36, 38 and 39
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
903852802
831118474
831118482
170
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“SulAmérica Express”
- Process:
Brazil –
application
filed class 36
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
905652517
171
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“MOTOMÁTICO” Processes:
Brazil –
application
filed classes
36 and 37
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
831242442
831242434
172
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“P.R.A. Corretor –
Programa de
Reconhecimento ao
Corretor” Processes:
Brazil –
application
filed class 35
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
831011254
831011173
173
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“P.R.A. Super
Campeões –
Programa de
Reconhecimento ao
Corretor” Processes:
Brazil –
application
filed class 35
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
831011262
831011181
174
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.b - Patents, brands, licenses, concessions, franchises and technology transfer contracts
Asset type
Asset description
Territory
Duration
Events that could cause forfeiture
Consequence of forfeiture
Brands
“P.R.A. Auto –
Programa de
Reconhecimento ao
Corretor” Processes:
Brazil –
application
filed class 35
Application in
registration
process
Cancellation of the registration with INPI
because of the following: (I) final
decision of the government agency
granting administrative nullity to the
claim filed by any person with real
interest or maintaining the decision of
denying the registration application; (II)
expiration of duration without any
application for extension is filed; (III)
total or partial waiver in relation to the
products or services that are marketed
with the brands; and (IV) forfeiture that
occurs to the request by any person with
real interest if after the lapse of five
years from the grant, on the request
date, the brand use is not started in
Brazil, if the brand use is halted for over
five consecutive years, or if, over the
same period, the brand have been used
with modification that implies change to
its original distinctive character or no
longer marks all the products or services
contained in its certificate of registration;
(V) a registration is granted without
observing Law 9,279/96; and (VI) court
decision.
Impossibility by the Company
to keep using the brand in
Brazil
to
mark
the
corresponding products and
services, and also impeding
third parties to use identical or
similar brands to mark the
competition
services
or
products. There is also the
possibility that the property
owner be defendant to legal
claims in the criminal and civil
levels for improper use in
case of infringement of the
rights of third parties.
831011270
831011190
175
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Material non-current assets / 9.1.c – Ownership interests in companies
Company name
CNPJ
CVM Code
Fiscal year
Carrying value –
change %
Market value –
change %
Saepar Serviços e
Participações S.A.
03.979.930/0001-27
-
12/31/2013
12/31/2012
8.280000
9.270000
0.000000
0.000000
12/31/2011
4.540000
0.000000
Reason for acquiring and holding such interest
Performance of operations correlated with the insurance line.
Sul América
01.685.053/0001-56
Companhia de Seguro
Saúde
12/31/2013
7.220000
12/31/2012
-2.100000
12/31/2011
12.960000
Reason for acquiring and holding such interest
Performance of operations correlated with the insurance line.
Sul América
Companhia Nacional
de Seguros
33.041.062/0001-09
12/31/2013
8.960000
12/31/2012
13.050000
12/31/2011
7.620000
Reason for acquiring and holding such interest
-
0.000000
0.000000
0.000000
-
0.000000
0.000000
0.000000
Company
type
Amount of
received
dividends
(Reais)
Subsidiary
Country of
headquarters
68,946,000.00
154,014,000.0
0
250,000,000.0
0
Market value
Carrying value 12/31/2013
2,300,642,000.00
Brazil
Rio de Janeiro
Subsidiary
28,707,000.00
25,594,000.00
7,214,000.00
Subsidiary
26,900,000.00
18,704,000.00
48,911,000.00
Brazil
State
of
headquarters
Date
Municipality of headquarters
RJ
Rio de Janeiro
RJ
Market value
Carrying value
12/31/2013
Issuer’s interest(%)
Management of its own and third party
assets and holding of interests in other
business or civil companies, especially in
the insurance area, as well as
establishment of ventures and provision of
services in general, especially in the
insurance line
100.000000
Amount (Reais)
Market value
Carrying value
12/31/2013
Brazil
Description of operations
Operates in the health insurance line.
29.530000
784,928,000.00
RJ
Rio de Janeiro
Performance of life insurance and private
pension and property and casualty
insurance operations in any of their types
or forms, considering that it can also hold
interest in other companies, pursuant to
applicable legal provisions.
24.450000
686,460,000.00
176
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.1 - Relevant non-current assets / 9.1.c – Ownership interests in companies
Company name
CNPJ
CVM Code
Company
type
Fiscal year
Carrying value –
change %
Market value –
change %
Amount of
received
dividends
(Reais)
Country of
headquarters
State
of
headquarters
Municipality of headquarters
Date
Amount (Reais)
Description of operations
Issuer’s interest(%)
Performance of operations correlated with the insurance line.
177
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
9.2 - Other material information
The Company clarifies that the criterion adopted for presenting the companies described in the chart 9.1
(c) is the direct interests in other companies.
178
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Version: 19
10 – COMMENTS FROM EXECUTIVE OFFICERS 2
A. General financial and equity condition.
The executive officers provide the following analysis in order to facilitate the evaluation of the Company
by shareholders, investors, and the market in general, presenting the Company’s condition through the
management perspective. Listed below, aside from other aspects, are the facts, trends, commitments or
important events that impact or could impact the Company’s financial condition. References to the
“Company” relate to Sul América S.A., while the term “SulAmérica” has been adopted to refer to the
group of companies formed by Sul América S.A., its subsidiaries, and associates.
In this context, the Company’s management presents below an analysis of the Company based on
ratios, such as liquidity and indebtedness.
The Company advanced in 2013 through operational growth, cost management, and solid management
of its investment portfolio.
Among the highlights, the automobile segment performed well, reporting strong growth in premium
revenues, a 22.5% increase year-over-year and the insured fleet increased 9.2% over the same
comparative period. The SME and group health and dental insurance portfolios improved substantially,
in terms of insurance premium volumes and insured members.
SulAmérica reported a total insurance premiums of R$12.2 billion, total assets of R$16.9 billion and a
portfolio of nearly 7.0 million clients as of December 31, 2013. In the insurance area, SulAmérica had
the fourth largest market share in the automobile insurance segment accounting for 9.7% of premiums,
according to data released by the Superintendence of Private Insurance (“Superintendência de Seguros
Privados” in portuguese, or SUSEP). In addition, based on the data released by the National Agency of
Supplemental Health (“Agência Nacional de Saúde Suplementar” in portuguese, or ANS) in September
2013, SulAmérica had the third largest market share in the health segment with 8.8% of premiums. In
asset management operations, the volume of assets managed by Sul América Investimentos DTVM S.A.
amounted to R$18.2 billion as of December 31, 2013, and corresponded to the second largest market
share among independent institutions, according to the data released by the Brazilian Financial and
Capital Markets Association (“Associação Brasileira das Entidades dos Mercados Financeiros e de
Capitais” in portuguese, or ANBIMA).
The Company’s indebtedness levels (composed of the principal of debentures issued by the Company in
2012 plus interest) totaled R$520.5 million. The executive officers inform that this debt level represents
14.4% of the year-ended Shareholders’ Equity. The current ratio (current assets to current liabilities)
stood in the order of 1.64x and the general liquidity ratio (current and long-term assets to current and
noncurrent liabilities) totaled 1.24x.
SulAmérica ended 2013 reporting a net income of R$480.4 million, a 0.6% decline year-over-year. The
return on average equity for 2013 was 13.8%, a 1.3% decline in relation to 2012. They clarify that total
insurance premiums totaled R$12.2 billion, a 15.1% growth year-to-date.
2 Sul América S.A. is referred to as the “Company”, whereas the term “SulAmérica” is adopted to collectively refer to the group of
companies formed by Sul América S.A. and its subsidiaries and associates.
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10.1 - General financial and equity condition
At the end of 2013, the consolidated shareholders’ equity of the Company and its operating subsidiaries
was R$3.6 billion, an 8.2% increase over 2012. At the end of the period, the indebtedness (composed of
the principal of debentures issued in 2012 plus interest) amounted to R$520.4 million. Debt levels
represents 14.4% of the year-ended Shareholders’ Equity and insurance, private pension and savings
bonds reserves totaled R$9.4 billion in 2013. Total assets amounted to R$16.9 billion in 2013, a 18.4%
increase over 2012, and managed assets totaled R$18.2 billion (R$9.4 million in own assets and R$8.8
million in third-party assets), a 13.7% decline for the year. Finally, relative to 2013, the current ratio
was 1.64x and the general liquidity ratio totaled 1.24x.
In relation to the fiscal year 2012, the executive officers highlight that SulAmérica ended 2012 reporting
a net income of R$483.2 million. The return on average equity for 2012 was 15.1%, and total insurance
premiums amounted to R$10.6 billion, a 12.5% growth in 2012. As of December 31, 2012 the
consolidated shareholders’ equity of the Company and its operating subsidiaries amounted to R$3.3
billion, the indebtedness (composed of the principal of debentures issued in 2012 plus interest)
amounted to R$514.6 million. This debt level represented 15.4% of the Shareholders’ Equity for the end
of the year.
Insurance and private insurance reserves totaled R$7.7 billion in 2012, while total assets amounted to
R$14.4 billion and managed assets totaled R$21.1 billion (R$8.9 million in own assets and R$12.2
million related to third-party assets). In 2012, the current ratio was 1.86x and the general liquidity ratio
was 1.29x, practically in line with the previous year.
Relative to the fiscal year 2011, the Company totaled R$9.4 billion in insurance premiums for the yearended December 31, 2011. During the same period, net income amounted to R$445.7 million.
As of December 31, 2011 the consolidated shareholders’ equity of the Company and its operating
subsidiaries was R$3.1 billion. In the same period, the indebtedness (composed of swap and senior
notes) amounted to R$350.9 million, representing 11.4% of Shareholders’ Equity at the end of the year.
Insurance, private pension and savings bonds reserves totaled R$7.3 billion in the year ended December
31, 2011. Total assets amounted to R$13.4 billion in 2011, and managed assets totaled R$19.6 billion
(R$8.4 billion in proprietary assets and R$11.3 billion in third-party assets). They also highlight that the
current ratio was 1.71x and the general liquidity ratio was 1.28x.
B. Capital structure and possibility of redemption of shares or units.
The following table shows the structure of its own capital and liabilities:
Consolidated
2012
R$ thousand
13,343,669
10,976,451
3,618,298
3,345,361
16,961,967
14,321,812
2013
Current and noncurrent liabilities..................
Shareholders’ equity .....................................
Total liabilities and shareholders’ equity.....
2011
10,342,312
3,076,514
13,418,826
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10.1 - General financial and equity condition
The Company’s liabilities as of December 31, 2013, December 31, 2012 and December 31, 2011 is
mainly composed of technical reserves, taxes and contributions liabilities/tax contingent liabilities, and
loans and financing, considering that the technical reserves have pledged assets.
As of December 31, 2013, SulAmérica’s consolidated shareholders’ equity increased 8.2% for the year
to R$3.6 billion due to the annual profit. Total assets amounted to R$16.9 billion and the total debt
balance (composed of debenture principal issued in 2012, plus interest) was R$520.4 million,
representing 14.4% of shareholders’ equity.
As of December 31, 2012, SulAmérica’s consolidated shareholders’ equity increased 8.7% for the year
to R$3.3 billion due to the annual profit. Total assets amounted to R$14.4 billion and the total debt
balance (composed of debenture principal issued in 2012, plus interest) amounted to R$514.6 million,
representing 15.4% of shareholders’ equity.
As of December 31, 2011, SulAmérica’s consolidated shareholders’ equity was R$3.1 billion, a 6.4%
increase for the year, due to annual profit. Total assets amounted to R$13.4 billion and the total debt
balance (composed of Swap and senior notes) amounted to R$350.9 million, representing 11.4% of
shareholders’ equity.
i. Event of redemption
There is no provision in the Bylaws of the Company for redemption of shares.
ii. Formula for calculating the redemption amount
Not applicable.
C. Payment capacity relative to the assumed financial commitments.
The rules which govern the insurance, private health and private pension, asset management and
savings bonds segments, apply to most of the operating subsidiaries of SulAmérica, requiring the
recognition of technical reserves, appropriate solvency margins requirements, as well of minimum levels
capitalization requirements for such operations. These provisions are determined based on actuarial
assumptions and methodologies established in technical notes or actuarial reports submitted to SUSEP
or ANS and, as the case may be, to the Brazilian Central Bank.
The cash flow from operating activities mainly comprises the inflow of (i) insurance premiums, (ii)
private pension contributions, (iii) billings from ASO operations, (iv) revenue from savings bonds, and
(v) income from the investment portfolio. These funds are mainly used to pay for (i) claims, (ii) private
pension benefits, (iii) expenses related to ASO operations, (iv) expenses with draws and redemptions
related to our savings bonds operations, (v) commissions paid to the network of independent insurance
and private pension brokers, (vi) debt service, (vii) administrative taxes and expenses, and (viii) in the
purchase of financial assets used to cover insurance and private pension reserves (trading securities).
The cash flow of investing activities mainly comprises (i) purchases and sales of financial assets that are
used to cover our insurance and private pension reserves (held-to-maturity securities), (ii) collection of
judicial deposits related to civil, labor and tax contingent liabilities; and (iii) purchases and sales of
property and equipment.
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10.1 – General financial and equity condition
The cash flow of financing activities mainly consists of inflows from loans and financing, and the issue of
medium-term bonus (or amortization of these instruments).
The Company has funds to operate as a going concern in the future and is not aware of any material
uncertainty that could raise significant doubts about the capacity to operate as going concern.
A summary of the cash flows from operating, investing and financing operations is included in the tables
below.
The main changes in the Company’s cash flow related to the years-ended December 31, 2013 and
December 31, 2012.
Opening cash and cash equivalents
Inflow for acquisition of Sulacap..
Opening adjusted cash and cash
equivalents…………………………
(+) Operating activities ...............
(-) Investing activities ...........
(+) Financing activities .........
Closing cash and cash equivalents
2013
975
2
977
2012
460
0
460
605
(724)
(187)
671
1,148
(670)
37
975
Year ended December 31,
Δ%
Δ
Horiz. An.
(2013-2012)
(2013/2012)
515
111.96%
2
–
517
112.39%
(543)
(54)
(224)
(304)
(47.30%)
8.06%
(605.41%)
(31.18%)
Δ%
Vert. An.
(2013/2012)
–
–
(170.07%)
178.62%
17.76%
73.68%
100.00%
The main changes in the Company’s cash flow related to the years ended December 31, 2012 and
December 31, 2011.
Opening cash and cash equivalents
(+) Operating activities ...............
(-) Investing activities ...........
(+) Financing activities .........
Closing cash and cash equivalents
2012
460
1,148
(670)
37
975
2011
593
273
(31)
(375)
460
Year ended December 31,
Δ%
Δ
Horiz. An.
(2012-2011)
(2012/2011)
(133)
(22.43%)
875
320.51%
(639)
2,061.29%
412
(109.87%)
515
111.96%
Δ%
Vert. An.
(2012/2011)
(25.83%)
169.90%
(124.08%)
80.00%
100.00%
On January 4, 2012, the Company issued a Material Fact statement which communicated that the Board
of Directors approved the first issue of simple non-convertible debentures, unsecured, in a single series,
issued by the Company, in the total amount of R$500.0 million for public distribution with restricted
placement efforts. On February 6, 2012, 50,000 debentures were issued, in a single series, with a unit
par value of R$10,000.00. The debentures were issued with a maturity term of five years counted from
the issue date of February 6, 2017. The face value of debentures are to be amortized in three annual
and successive installments as from the third year of issue (therefore, as of 2015) and shall be entitled
to payment of interest, every six months, corresponding to 100% of the cumulative variation of daily
average rate of one-day interbank deposit (DI), over extra group, plus a surcharge of 1.15% per year,
established in the bookbuilding procedure.
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The executive officers inform that the net proceeds obtained by the Company with the issue of
debentures shall be used to:
(i) meet cash needs resulting from the expansion of SulAmérica’s operations;
(ii) restore the Company´s cash position after the payment of senior notes; and
(iii) general corporate purposes.
The Company held senior notes in the amount of R$350.9 million with a maturity date of February 15,
2012 as of December 31, 2011.
On February 13, 2012, as set forth in the Indenture, the Company settled the senior notes for the
amount of R$232.7 million (U$130.0 million). In addition, they inform that on February 14, 2012,
R$124.0 million was paid in connection with swap operation to hedge foreign exchange fluctuations.
They stress that the total amount paid to settle the Senior Notes was R$357.0 million.
As of December 31, 2013, the Company has a total indebtedness equivalent to 14.3% of shareholders’
equity.
The Company can finance its operations through: (i) the inflow of profit from its subsidiaries, and (ii) if
necessary, through funds from third parties, to be settled with the funds arising from the Company’s
subsidiaries and associates.
Given the performance and operating cash generation ratios, Management understands that the
Company is able to meet financial commitments, including the issued Debentures.
D. Financing sources for working capital and investments in non-current assets used.
The insurance, supplementary health and private pension, asset management and savings bonds
segment operations offer the necessary funds to finance the working capital and investments in noncurrent assets.
In February 2012, the Company issued simple nonconvertible debentures, unsecured, in a single series,
in the total amount of R$500.0 million for public distribution with restricted placement efforts. In the
same month, the Senior Notes were settled and a swap operation was contracted to hedge against
foreign exchange fluctuations in the total amount of R$357.0 million.
In the years 2011 and 2013, no financing sources for working capital and investments in non-current
assets were used.
E. Financing sources for working capital and investments in non-current assets that it intends
to use for covering insufficient liquidity.
Insurance, private health and private pension, asset management and savings bonds segment
operations offer the necessary funds to finance the working capital and investments in non-current
assets.
In addition, other types of financing types may complement this strategy, including: (i) use of loans and
financing from financial institutions; and (ii) funding through debt instruments or issue of shares in the
capital markets.
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10.1 - General financial and equity condition
F. Indebtedness levels and debt characteristics.
i. material loan and financing contracts
The total debt balance (composed of principal from debentures issued in 2012, plus interest) amounted
to R$520.4 million, representing 14.4% of shareholders’ equity as of December 31, 2013.
In February 2012 the Company settled the Senior Notes and the swap operation contracted to hedge
against foreign exchange fluctuations in the total amount of R$357.0 million. On February 6, 2012,
50,000 debentures were issued, with unit face value of R$10,000.00, amounting to R$500.0 million. The
debentures were issued with maturity term of five years counted from the issue date (February 6,
2017). The face value of debentures shall be amortized in three annual and successive installments as
from the third year of issue (2015) and shall be entitled to payment of interest, every six months,
corresponding to 100% of the cumulative variation of daily average rate of one-day interbank deposit
(DI), over extra group, plus a surcharge of 1.15% per year, established in the bookbuilding procedure.
The indebtedness balance (composed of debentures principal issued in 2012, plus interests) amounted
to R$514.6 million, representing 15.4% of shareholders’ equity as of December 31, 2012.
The indebtedness balance (composed of swap and senior notes) amounted to R$350.9 million,
representing 11.4% of shareholders’ equity as of December 31, 2011.
To hedge against foreign exchange fluctuations, the Company has a swap transaction at equal amounts,
measured at fair value and renegotiated on April 2, 2008 with the asset position in USD and liability
position indexed to the CDI, deducted of 3.967% p.a. equivalent in 2011 to 63.6% of the CDI, which
was in effect until one day prior to the maturity date of senior notes. The balance payable of swap in
2011 was R$40.9 million, and the renegotiation that was indexed to 100% of CDI in 2011 amounted to
R$58.5 million, totaling R$99.4 million.
ii. other long-term relationships with financial institutions:
The item is not applicable, given that there is no long-term relationship with financial institutions.
iii. subordination level among debts:
The executive officers clarify that the obligations recorded in the liabilities of the balance sheets that are
integral parts of the financial statements are composed of the following: (i) Technical Reserves, which,
according to the applicable legislation, have as contra-entry assets pledged in guarantee of such
reserves; and (ii) First Issue Debentures of the Company, which are unsecured. Should a liquidation
event occur in the Company, the technical reserves would be have priority over Debentures in terms of
payment order. Therefore, the Debentures are subordinated to the Technical Reserves.
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10.1 - General financial and equity condition
iv. possible restrictions imposed on the issuer, particularly in relation to indebtedness limits
and issuance of new debts, dividend distribution, asset disposal, securities issue and
controlling interest disposal.
The Debentures shall have their maturity acceleration declared in the events and under the terms
provided for in the Indenture. The Indenture provides for usual acceleration events, among which are
the following:








Breach by the Issuer of any contractual or cash obligation provided for in the Indenture.
Assignment of the Indenture obligations, corporate reorganization, change in business control or
Issuer transformation.
Decrease in capital stock or substantial amendment to the corporate purpose of the Issuer.
Nonperformance of financial obligations or final and unappealable court unfavorable ruling, under the
Indenture terms, or else, the event of protests of securities against the Issuer.
Recognition of lien upon the Issuer’s assets or distributions paid to shareholders.
Loss of ownership or direct or indirect holding of a substantial part of its assets.
Distribution and/or payment of profit distribution to the Issuer’s shareholders, in case the Issuer is in
arrears in relation to any of its obligations set out in the Indenture.
Nonobservance of the following financial ratios, described in the Indenture: (i) Net Financial Debt
equal or lower than twice the Cash Generation; (ii) Cash Generation equal to or four times over the
Net Investment Income; and (iii) Cash Generation equal to or over 0.
The executive officers inform that the covenants of the issue of the First Issue Debentures are as
follows:
Ratios
RATIO 1 ..........
RATIO 2 ..........
RATIO 3 ..........
Calculation
Net financial debt /
Cash generation
Cash generation/
Net investment income
Cash generation (R$
thousand)
Limits
4Q12
(1.3)
4Q13
(1.4)
(1.3)
(1.7)
753,555
791,294
2.00
4.00
Different from
zero
Description of covenants:
Financial ratio I – net financial debt Equal to or Lower than twice the cash generation.
Financial ratio II – cash generation Equal to or More than 4 times the net investment income.
Financial ratio III – cash generation Equal to or More than zero.
G. Limits to the use of existing financing.
There is no effective financing agreement, except for the issue of simple non-convertible debentures,
unsecured, in a single series, issued by the Company, in the total amount of R$500.0 million, which is
the subject of the comments in the above items.
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10.1 - General financial and equity condition
H. Significant changes in each item of the financial statements.
Income from operations for the years ended December 31, 2013 and 2012.
The executive officers show the following table indicating in the main lines related to the consolidated
income statements of the Company for the years ended December 31, 2013 and 2012.
Total insurance premiums.....................................
Insurance premiums ........................................
DPVAT premiums (mandatory third-party liability
for vehicle owners)...............................................
Premiums ceded to coinsurance.........................
Contribution for risk coverage............................
Premiums ceded to reinsurance, retrocession,
consortia and funds ..............................................
Premiums ceded to reinsurance ........................
Premiums ceded to retrocession .......................
Premiums ceded to consortia and funds .............
Retained premiums .............................................
Changes in technical reserves ................................
Earned premiums ................................................
Retained claims and benefit expenses......................
Retained claims...............................................
Benefit expenses..............................................
Acquisition costs...................................................
Gross margin.......................................................
Other operating income / expenses.........................
Income from savings bonds operations....................
Income from private pension operations..................
Income from ASO operations……………………………………..
Income from asset management operations.............
Administrative expenses ......................................
Tax expenses ......................................................
Investment income...............................................
Equity interest and other income / expense .............
Income and social contribution tax .........................
Net income for the year.........................................
Net income for the year attributable to:
Shareholders of the Company.................................
Attributable to Noncontrolling interests...............
Net income for the year.........................................
2013
2012
12,217.9
12,234.3
10,616.7
10,621.3
55.3
(87.2)
15.5
51.6
(71.8)
15.5
(196.3)
(168.6)
0.0
(27.6)
12,021.7
(251.8)
11,769.9
(8,807.2)
(8,790.5)
(16.8)
(1,292.4)
1,670.3
(314.0)
40.3
17.1
28.0
45.7
(1,101.8)
(149.9)
469.1
42.5
(260.1)
487.2
480.4
6.7
487.2
Change
(20132012)
(R$ million)
1,601.2
1,613.0
Horiz.
An.
(%)
(20132012)
Vert.An.
(%)
(20132012)
15.1%
15.2%
100.0%
100.7%
3.7
(15.4)
0.0
7.2%
(21.4%)
0.0%
0.2%
(1.0%)
0.0%
(206.0)
(180.2)
0.0
(25.8)
10,410.7
29.6
10,440.3
(7,767.2)
(7,738.4)
(28.8)
(1,088.4)
1,584.7
(311.1)
14.6
24.3
44.9
(991.4)
(218.2)
564.7
2.1
(231.3)
483.2
9.7
11.6
0.0
(1.8)
1,611.0
(281.4)
1,329.6
(1,040.0)
(1,052.1)
12.0
(204.0)
85.6
(2.9)
2.5
3.7
0.8
(110.4)
68.3
(95.6)
40.4
(28.8)
4.0
(4.7%)
(6.4%)
7.0%
15.5%
NA
12.7%
13.4%
13.6%
(41.7%)
18.7%
5.4%
0.9%
17.1%
15.2%
1.8%
11.1%
(31.3%)
(16.9%)
NA
12.5%
0.8%
0.6%
0.7%
0.0%
(0.1%)
100.6%
(17.6%)
83.0%
(65.0%)
(65.7%)
0.7%
(12.7%)
5.3%
(0.2%)
0.2%
0.2%
0.0%
(6.9%)
4.3%
(6.0%)
2.5%
(1.8%)
0.2%
483.2
483.2
(2.8)
4.0
(0.6%)
0.8%
(0.2%)
0.2%
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10.1 - General financial and equity condition
Total Insurance Premiums
Total insurance premium increased 15.1%, from R$10,616.7 million for the year ended December 31,
2012 to R$12,217.9 million in the year ended December 31, 2013. The growth was mainly caused by
the Health and Dental and Automobile business lines performance which, in aggregate, account for
92.0% of the total revenue from insurance premiums. The following table shows the change in total
insurance premiums by each insurance business line of SulAmérica for the indicated periods.
2013
Health and dental ..........................
Automobile .......................................
Other property and casualty ...................
Life and accidents ....................
Total insurance premiums ...........
2012
Change %
(2013-2012)
8,444.9
2,803.2
551.7
418.2
(R$ million)
7,360.2
2,286.9
485.4
484.1
14.7%
22.6%
13.6%
(13.6%)
12,217.9
10,616.7
15.1%
Health and Dental
Total insurance premiums from the health and dental portfolio increased 14.7%, from R$7,360.2 million
for the year ended December 31, 2012 to R$8,444.9 million for the year ended December 31, 2013. The
growth of R$1,084.7 million is explained by the increase in new insured members (6.8% increase in
2013) and the required annual price adjustments applied to the health and dental portfolios at the
beginning of the cycle in the 3Q13. The highlights in the health segment were small and medium
enterprises (SMEs) and dental, with premiums growing 25.4% and 15.5% year-to-date in 2013. The
corporate portfolio, which includes affinity group plans, also reported strong growth of 15.1% for the
year in 2013.
Auto
Total insurance premium for the auto portfolio increased 22.6%, from R$2,286.9 million for the year
ended December 31, 2012 to R$2,803.2 million for the year ended December 31, 2013. The growth of
R$516.3 million is mainly explained by the increase in the insured fleet, which ended 2013 with 1.53
million vehicles, a 9.2% increase from 2012, besides the emphasis given by the Company on
profitability in underwriting policy.
The market statistics based on SUSEP data demonstrated a 23.0% growth in premiums written by
SulAmérica over the 11-month period ended November 2013, whereas the total industry posted a
growth of 18.7%. The Company increased its market share from 9.3% in November 2012 to 9.7% in
November 2013.
Other property and casualty line
Total insurance premiums from the other property and casualty line portfolio increased 13.6%, from
R$485.4 million in the year ended December 31, 2012 to R$551.7 million in the year ended December
31, 2013. This growth of R$66.3 million is explained by the massified insurance portfolio, which
increased 29.6% in 2013, offsetting lower sales volumes in the other portfolios of the same period.
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Life and accidents
Total insurance premiums in the life and personal accidents portfolio decreased 13.6%, from R$484.1
million for the year ended December 31, 2012 to R$418.2 million as of December 31, 2013, which is
explained by the Company’s repositioning of the portfolio and the non-renewal of less profitable policies.
Changes in technical reserves
The changes in the technical reserves were from R$29.6 million for the year ended December 31, 2012
to (R$251.8) million for the year ended December 31, 2013, a negative change of R$281.4 million, due
to the variation in the premium reserves in the insurance operations, mainly in the property and
casualty segment (auto and other property and casualty), resulting from an increase in the Company’s
insured auto fleet and the increase in the average premium of policies, which led to a variation in the
unearned premium reserve of the portfolio of R$249.5 million.
Additionally, in 2012, the premium deficiency reserve for the life portfolio was revaluated from R$133
million in 2011 to R$49.6 million in 2012 in view of the court decisions favorable to the Company.
Earned premiums
Earned premiums increased 12.7%, from R$10,440.3 million for the year-ended December 31, 2012 to
R$11,769.9 million for the year-ended December 31, 2013. The increase of R$1,329.6 million is a
consequence of insurance premium growth, partially offset by the negative variation observed in the
above-mentioned technical reserves.
2013
Health and dental ............................................
Automobile .....................................................
Other property and casualty .............................
Life and personal accidents ...............................
Total insurance premiums ........................
2012
Change %
(2013-2012)
8,409.2
2,586.6
346.3
427.7
(R$ million)
7,298.8
2,284.0
322.1
535.4
15.2%
13.3%
7.5%
(20.1%)
11,769.9
10,440.3
12.7%
Health and dental
Health and dental portfolio earned premiums increased 15.2%, from R$7,298.8 million for the year
ended December 31, 2012 to R$8,409.2 million for the year ended December 31, 2013.
Auto
The auto portfolio earned premiums increased 13.3%, from R$2,284.0 million for the year ended
December 31, 2012 to R$2,586.6 million for the year ended December 31, 2013.
Other property and casualty
Other property and casualty earned premiums increased 7.5%, from R$322.1 million for the year ended
December 31, 2012 to R$346.3 million for the year ended December 31, 2013.
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10.1 - General financial and equity condition
Life and personal accident
The life and personal accidents portfolio earned premiums decreased 20.1%, from R$535.4 million for
the year ended December 31, 2012 to R$427.7 million as of December 31, 2013.
Retained claims and benefit expenses
Total retained claims and benefit expenses increased 13.4%, from R$7.767,2 million for the year ended
December 31, 2012 to R$8,807.2 million for the year ended December 31, 2013. The loss ratio was
74.8% in 2013, in line with the previous year, at 74.4%. The following table shows the change in
retained claims and benefit expenses for each insurance business line of SulAmérica, for the indicated
periods.
2013
Health and dental ........................................................
Auto ...........................................................................
Other property and casualty ..........................................
Life and accidents ............................................
Total retained claims and benefit
expenses..................................
2012
Change %
(20132012)
(6,829.1)
(1,545.4)
(190.1)
(242.7)
(R$ thousand)
(5,905.3)
(1,477.0)
(143.2)
(241.6)
15.6%
4.6%
32.7%
0.4%
(8,807.2)
(7,767.2)
13.4%
Health and dental
Retained claims of the health and dental portfolio increased 15.6%, from R$5,905.3 million for the year
ended December 31, 2012 to R$6,829.1 million for the year ended December 31, 2013. The loss ratio
also worsened marginally over the year, from 80.9% in 2012 to 81.2% in 2013, which is mainly
explained by the impact of a greater seasonal effect of the low plan utilization in the 4Q12 as compared
to 4Q13. The Company initiated or amplified several measures to reduce the acceleration of claims costs
over the year, such as the following: (i) outpatient and inpatient medical audit for more complex cases;
(ii) standardization of high cost and low frequency procedures; and (iii) direct purchase of materials and
drugs. The segment continues to expand and invest in health management processes to accelerate
participation in health and wellness programs.
Auto
Retained claims of the auto portfolio increased 4.6%, from R$1,477.0 million for the year ended
December 31, 2012 to R$1,545.4 million for the year ended December 31, 2013. The loss ration
improved significantly over the period, from 64.7% in 2012 to 59.7% in 2013, mainly due to the
Company focus on underwriting profitability and claims management improvement.
Other property and casualty
Retained claims in the other property and casualty portfolio increased 32.7%, from R$143.2 million for
the year ended December 31, 2012 to R$190.1 million for the year ended December 31, 2013. The loss
ratio worsened 1040 BPS in the annual comparison, changing from 44.5% to 54.9%, which fact mainly
occurred because the reversal of a contingent liability in the 4Q12 did not repeat in the 4Q13.
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10.1 - General financial and equity condition
Life and personal accident
Retained claims and benefit expenses in the life and accidents portfolio increased 0.4%, from R$241.6
million for the year ended December 31, 2012 to R$242.7 million for the year ended December 31,
2013. The loss ratio increased 1160 BPS in 2013 on 2012, from 45.1% to 56.7%, mainly because of the
performance of claims in the Group Life portfolio. Additionally, the loss ratio for 4Q12 had been reduced
with the reversal of a portion of the premiums reserve, effect that did not repeat in 2013.
Acquisition costs3
Total acquisition costs increased 18.7%, from R$1,088.4 million for the year ended December 31, 2012
to R$1,292.4 million for the year ended December 31, 2013. The acquisition costs ratio changed from
10.4% to 11.0% year-over-year. The following table, showing the change in acquisition costs for each
insurance segment of SulAmérica for the indicated periods.
2013
2012
Change %
(2013-2012)
Health and dental ............................................
Auto ..............................................................
Other property and casualty .............................
Life and personal accident ................................
(519.0)
(560.4)
(78.7)
(134.2)
(R$ million)
(460.5)
(441.1)
(57.2)
(129.6)
12.7%
27.1%
37.4%
3,6%
Total acquisition costs…………………….................
(1,292.4)
(1,088.4)
18.7%
Health and dental
The health and dental portfolio acquisition costs increased 12.7%, from R$460.5 million for the year
ended December 31, 2012 to R$519.0 million for the year ended December 31, 2013, in line with the
growth in premiums of the segment. The acquisition costs ratio was 6.2% in 2013, in line with the 6.3%
reported in the previous year.
Auto
The acquisition costs of the automobile portfolio increased 27.1%, from R$441.1 million for the year
ended December 31, 2012 to R$560.4 million for the year ended December 31, 2013. The acquisition
costs ratio increased 2.4% year-over-year, from 19.3% in 2012 to 21.7% in 2013, mainly due to a
change introduced by the regulator, from January 2013 and on, that prohibited the charging of policy
issuance fees, which used to compensate, in part, the deferred acquisition costs accounted for in this
line along with deferred premiums
Other property and casualty
The acquisition costs of the other property and casualty portfolio increased 37.4%, from R$57.2 million
in the year ended December 31, 2012 to R$78.7 million for the year ended December 31, 2013. The
acquisition costs ratio changed from 17.8% in 2012 to 22.7% in 2013, due to greater sales volume of
massified products and the reversal of the contingent liability in the 4Q12 which was not repeated in
2013.
3 The acquisition costs ratio is calculated as a percentage of earned premiums.
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10.1 - General financial and equity condition
Life and personal accident
The acquisition costs in the life and personal accidents portfolio increased 3.6%, from R$129.6 million
for the year ended December 31, 2012 to R$134.2 million for the year ended December 31, 2013. The
acquisition costs ratio changed from 24.2% in 2012 to 31.4% in 2013, in line with the results of this
segment, in view of the partial reversal of a reserve in the 4Q12 and that did not repeat in 2013, which
increased earned premiums in the prior year.
Gross margin
The total gross margin increased 5.4%, from R$1,584.7 million in the year ended December 31, 2012
to R$1,670.3 million for the year ended December 31, 2013. The following table shows the change in
the gross margin for each insurance business line of SulAmérica, for the indicated periods.
2013
2012
Change%
(2013-2012)
Health and dental ............................................
Auto………….....................................................
Other property and casualty .............................
Life and personal accident ................................
1,061.1
480.8
77.6
50.8
(R$ million)
933.0
365.9
121.6
164.2
13.7%
31.4%
(36.2%)
(69.1%)
Total gross margin ........................................
1,670.3
1,584.7
5.4%
Health and dental
The gross margin of the health and dental portfolio increased 13.7%, from R$933.0 million for the year
ended December 31, 2012 to R$1,061.1 million for the year ended December 31, 2013, representing a
change of R$128.1 million. The gross margin ratio was relatively stable, at 12.8% in 2012 and 12.6% in
2013.
Auto
The gross margin of the auto portfolio increased 31.4%, from R$365.9 million for the year ended
December 31, 2012 to R$480.8 million for the year ended December 31, 2013, representing a change
of R$114.9 million. The gross margin ratio improved from 16.0% in 2012 to 18.6% in 2013, primarily
due to the increase in auto premiums and a controlled loss ratio during the period.
Other property and casualty
The gross margin of the other property and casualty portfolio dropped 36.2%, from R$121.6 million for
the year ended December 31, 2012 to R$77.6 million for the year ended December 31, 2013,
representing a decline of R$44.0 million. The margin ratio decreased from 37.8% in 2012 to 22.4% in
2013, in line with the loss ratio observed during the period.
Life and accident
The gross margin of the life and personal accidents portfolio dropped 69.1%, from R$164.2 million for
the year ended December 31, 2012 to R$50.8 million for the year ended December 31, 2013,
representing a change of R$113.4 million. The gross margin ratio decreased from 30.7% in 2012 to
11.9% in 2013, given the loss ratio and a reversal of a portion of the premium reserve that was
performed in the 4Q12 and did not repeat in the 4Q13.
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10.1 - General financial and equity condition
Other Operating Income and Expenses from Insurance
There was no relevant change in other operating income (expenses) from insurance, which changed
from R$311.1 million as of December 31, 2012 to R$314.0 million as of December 31, 2013.
Net Operating Income from Savings Bonds
In April 2013, SulAmérica completed the acquisition of SULACAP and started consolidating its income
from May 2013. Since then, the segment has benefiting from the integration of SULACAP operations into
the Company’s structure and the respective synergies .
The net operating income from savings bonds operations totaled R$40.3 million for the year ended
December 31, 2013. The executive officers comment that the funds raised with the bonds totaled
R$1,332.6 million, and the savings bonds reserves totaled R$790.4 million in the end of the year.
Net Operating Income from Private Pension
Net operating income from private pension increased 17.1%, from R$14.6 million for the year ended
December 31, 2012 to R$17.1 million for the year ended December 31, 2013. The increase of R$2.5
million is mainly explained by the reduction in benefit expenses and redemptions during the period.
Net Operating Income from ASO
Net operating income from ASO operations increased 15.2%, from R$24.3 million for the year ended
December 31, 2012 to R$28.0 million in the year ended December 31, 2013, an increase of R$3.7
million, mainly explained by an increase in the income from billings for the period.
Net Operating Income from Asset Management
Net operating income from asset management operations increased 1.8%, from R$44.9 million for the
year ended December 31, 2012 to R$45.7 million in the year ended December 31, 2013. The increase
of R$0.8 million is explained, by a lower volume of assets under management and performance fees,
particulary due to equity investments.
Administrative expenses
Administrative expenses increased 11.1%, from R$991.4 million for the year ended December 31, 2012
to R$1,101.8 million for the year ended December 31, 2013. The increase of R$110.4 million is mainly
explained by the higher volume of operations and the acquisition of SULACAP. In the comparison of the
ratios, relative to retained premiums, the Company improved 40BPS YTD, from 9.5% to 9.2% in 2013,
withstanding the impacts of the integration of the savings bonds operations through synergies related to
the transaction.
Tax expenses
The tax expenses decreased 31.3%, from R$218.2 million for the year ended December 31, 2012 to
R$149.9 million for the year ended December 31, 2013. The executive officers stress that this decrease
of R$68.3 million is mainly explained by the reversal of accrued liabilities for tax contingencies.
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10.1 - General financial and equity condition
Investment income
The marketable securities investments balance of SulAmérica excluding private pension operations, and
VGBL grew 12.5% relative to 2012, totaling R$5.7 billion in 2012. SulAmérica’s proprietary portfolio, not
linked to private pension returned 108.8% of the CDI.
The portfolio investments of private pension and VGBL was R$4.0 billion in December 2013, a 10.4%
increase on 2012. In 2013, the investment income amounted to R$469.1 million, a 16.9% decrease as
compared to 2012, which amounted to R$564.7 million. This result was caused by the negative
performance of equity investments and a lower average base interest rate (SELIC) in 2013 as compared
to 2012.
Equity interest and other income
Equity interest and other income increased from R$2.1 million in the year ended December 31, 2012 to
R$42.5 million in the year ended December 31, 2013. They comment that this increase of R$40.4
million is mainly due to the income from equity interest and other income arising from the indirect
interest the Company holds in Caixa Capitalização S.A. by means of SULACAP.
Income and social contribution tax
The executive officers comment that the income and social contribution tax increased 12.5%, from
R$231.3 million in the year ended December 31, 2012 to R$260.1 million in the year ended December
31, 2013, in view of the reversal of tax contingent liabilities of IRPJ and CSLL in the year 2012
amounting to R$38.0 million.
Net income for the year
As to the net income for the year, the executive officers comment that the Company showed an increase
of 0.8%, from R$483.2 million in the year ended December 31, 2012 to R$487.1 million in the year
ended December 31, 2013. The executive officers explain that the result was positively impacted by the
income from operations and the contribution from savings bonds operations.
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10.1 - General financial and equity condition
Income from Operations for the Years Ended December 31, 2012 and 2011
The following table shows the main lines related to the consolidated income statements of the Company
for the years ended December 31, 2012 e 2011.
2012
Change
(20122011)
2011
Δ%
(20122011)
Vert.
An.
(%)
(20122011)
12.6%
13.3%
0.8%
NA
(1.9%)
100.0%
104.7%
0.0%
(4.7%)
0.0%
(R$ million)
Total insurance premiums.....................................
Insurance premiums ............................................
DPVAT premiums ................................................
Premiums ceded to coinsurance ............................
Contribution for risk coverage...............................
Premiums ceded to reinsurance, retrocession,
consortia and funds .............................................
Premiums ceded to reinsurance ...........................
Premiums ceded to retrocession ..........................
Premiums ceded to consortia and funds ...............
Retained premiums ............................................
Changes in technical reserves .............................
Earned premiums ...............................................
Retained claims and benefit expenses...................
Retained claims .................................................
Benefit expenses................................................
Acquisition costs.................................................
Gross margin ......................................................
Other operating income and expenses...................
Net operating income from savings bonds..............
Net operating income from private pension............
Net operating income from ASO……………………………..
Income from asset management operations...........
Administrative expenses ......................................
Tax expenses ....................................................
Investment income…………………...............................
Equity interest and other income ..........................
Income and social contribution tax .......................
Net income for the year......................................
Net income for the year attributable to:
Shareholders of the Company...........................
Noncontrolling interests .................................
Net income for the year......................................
10,616.7
10,621.3
51.6
(71.8)
15.5
9,426.1
9,375.0
51.2
(15.7)
15.8
1,190.6
1,246.3
0.4
(56.1)
(0.3)
(206.0)
(180.2)
0.0
(25.8)
10,410.7
29.6
10,440.3
(7,767.2)
(7,738.4)
(28.8)
(1,088.4)
1,584.7
(311.1)
14.6
24.3
44.9
(991.4)
(218.2)
564.7
2.1
(231.3)
483.2
(301.4)
(275.8)
0.0
(25.6)
9,124.8
(180.3)
8,944.5
(6,670.6)
(6,650.0)
(20.6)
(1,057.0)
1,216.9
(257.5)
12.3
29.7
26.4
(838.8)
(152.4)
658.1
9.1
(258.2)
445.7
95.4
95.6
0.0
(0.2)
1,285.9
209.9
1,495.8
(1,096.6)
(1,088.4)
(8.2)
(31.4)
367.8
(53.6)
2.3
(5.4)
18.5
(152.6)
(65.8)
(93.4)
(7.0)
26.9
37.5
(31.7%)
(34.7%)
0.8%
14.1%
NA
16.7%
16.4%
16.4%
39.8%
3.0%
30.2%
20.8%
18.7%
(18.2%)
70.1%
18.2%
43.2%
(14.2%)
(76.9%)
(10.4%)
8.4%
8.0%
8.0%
0.0%
0.0%
108.0%
17.6%
125.6%
(92.1%)
(91.4%)
(0.7%)
(2.6%)
30.9%
(4.5%)
0.2%
(0.5%)
1.6%
(12.8%)
(5.5%)
(7.8%)
(0.6%)
2.3%
3.1%
483.2
483.2
445.7
445.7
37.5
37.5
8.4%
8.4%
3.1%
3.1%
Total insurance premiums
Total insurance premiums increased 12.6%, from R$9,426.1 million for the year ended December 31,
2011 to R$10,616.7 million for the year ended December 31, 2012. The following table that shows the
change in total insurance premiums for each insurance business line of SulAmérica for the indicated
periods.
2013
Health and dental ............................................
Auto…………………...............................................
Other property and casualty .............................
Life and personal accident.................................
7,360.2
2,286.9
485.4
484.1
2012
(R$ million)
6,237.3
2,220.9
493.9
473.9
Δ%
(2012-2011)
18.0%
3.0%
(1.7%)
2.1%
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Total de insurance premiums.........................
Version: 19
10,616.7
9,426.1
12.6%
10.1 - General financial and equity condition
Health and dental
Total insurance premiums in the health and dental portfolio increased 18.0%, from R$6,237.3 million for
the year ended December 31, 2011 to R$7,360.2 million for the year ended December 31, 2012. The
increase is mainly due to the strong growth in the group health insurance from new sales in the
corporate and SME segments.
Auto
Total auto insurance premiums increased 3.0%, from R$2,220.9 million for the year ended December
31, 2011 to R$2,286.9 million for the year ended December 31, 2012, despite adverse competitive
environment in 2012. Further, the increase of R$66.0 million is mainly explained by the portfolio
underwriting policy focused on profitability.
Other property and casualty
Total premiums in the other property and casualty insurance portfolio decreased 1.7%, from R$493.9
million for the year ended December 31, 2011 to R$485.4 million for the year ended December 31,
2012. The decrease of R$8.5 million is mainly due to the highly selective policy for medium and large
risks and the focus on the massified portfolio.
With respect to the massified portfolio, strong results were achieved due to new price quotation tools,
which were made available over the year to the insurance broker network who distributes SulAmérica
products.
Life and personal accident
Total insurance premiums from the life insurance and personal accident portfolio increased 2.1%, from
R$473.9 million for the year ended December 31, 2011 to R$484.1 million for the year ended
December 31, 2012. The increase of R$10.2 million is mainly explained by the repositioning strategy
and review of contracts with lower than expected profitability.
Changes in technical reserves
The changes in technical reserves from (R$180.3) million for the year ended December 31, 2011 to
R$29.6 million for the year ended December 31, 2012, of R$209.9 million, can be partially attributed to
the Premium Deficiency Reserve for the life segment. The premium deficiency reserve for the life
portfolio was evaluated in 2011 at R$133 million as part of court decisions unfavorable to the company.
In 2012, new decisions were obtained in court, this time favorable to the Company, which caused the
premium deficiency reserve to be re-evaluated at R$49.6 million.
Earned premiums
Earned premiums increased 16.7%, from R$8,944.5 million for the year ended December 31, 2011 to
R$10,440.3 million for the year ended December 31, 2012, an increase of R$1,495.8 million, in line
with the growth in insurance premiums over the period, mainly in the health segment, and also due to
the reversal of a portion of the premium deficiency reserve in the life and personal accident segment.
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10.1 - General financial and equity condition
2013
2012
Change %
(2012-2011)
Health and dental ............................................
Auto …………………..............................................
Other property and casualty .............................
Life and personal accidents ……..........................
7,298.8
2,284.0
322.1
535.4
(R$ million)
6,111.0
2,170.1
318.7
344.7
19.4%
5.2%
1.1%
55.3%
Total earned premiums .................................
10,440.3
8,944.5
16.7%
Health and dental
Earned premiums of the health and dental portfolio increased 19.4%, from R$6,111.0 million for the
year ended December 31, 2011 to R$7,298.8 million for the year ended December 31, 2012.
Auto
Earned premiums of the automobile portfolio increased 5.2%, from R$2,170.1 million for the year ended
December 31, 2011 to R$2,284.0 million for the year ended December 31, 2012.
Other property and casualty
Earned premiums of the other property and casualty portfolio increased 1.1%, from R$318.7 million for
the year ended December 31, 2011 to R$322.1 million for the year ended December 31, 2012.
Life and personal accident
Earned premiums of the life and accidents portfolio increased 55.3%, from R$344.7 million for the year
ended December 31, 2011 to R$535.4 million as of December 31, 2012. The increase occurred mainly
due to the reversal of a portion of the premium deficiency reserve, recognized in previous years, due to
the revaluation of the estimate as a result of a court decision.
Retained claims and benefit expenses
Total retained claims and benefit expenses increased 16.4% from R$6,670.6 million for the year ended
December 31, 2011 to R$7,767.2 million for the year ended December 31, 2012. The loss ratio was
74.4% for 2013, in line with 74.5% for 2012. The following table, which shows the changes in retained
claims and benefit expenses of each insurance business line of SulAmérica for the indicated periods.
2013
2012
Δ%
(2012-2011)
Health and dental ...........................................
Auto…………………...............................................
Other property and casualty .............................
Life and personal accident ...............................
(5,905.3)
(1,477.0)
(143.2)
(241.6)
(R$ million)
(4,886.3)
(1,390.6)
(173.0)
(220.7)
20.9%
6.2%
(17.2%)
9.5%
Total retained claims and benefit expenses...
(7,767.2)
(6,670.6)
16.4%
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10.1 - General financial and equity condition
Health and dental
The retained claims related to the health and dental insurance portfolio increased 20.9% from
R$4,886.3 million for the year ended December 31, 2011 to R$5,905.3 million for the year ended
December 31, 2012. The loss ratio worsened 1.1% in the year, from 79.8% for 2011 to 80.9% for 2012,
which can be mainly explained by the higher rate of plan usage and price re-adjustments below medical
inflation levels for the period.
Auto
Retained claims in the automobile portfolio increased 6.2%, from R$1,390.6 million for the year ended
December 31, 2011 to R$1,477.0 million for the year ended December 31, 2012. The loss ratio
increased from 64.1% for 2011 to 64.7% for 2012, a positive result considering the low revenue growth
and improvements to the underwriting policy and profitability which occurred during the period.
Other property and casualty
Retained claims in the other property and casualty portfolio decreased 17.2%, from R$173.0 million for
the year ended December 31, 2011 to R$143,2 million for the year ended December 31, 2012. The loss
ratio improved 980 BPS, from 54.3% to 44.5% for 2012. The improvement occurred due to a strong
underwriting policy and segment pricing, which, combined with an efficient reinsurance strategy, has
provided a favorable returns.
Life and personal accident
The executive officers inform that the retained claims and benefit expenses arising from the life
insurance portfolio increased 9.5%, from R$220.7 million for the year ended December 31, 2011 to
R$241.6 million for the year ended December 31, 2012. The loss ratio decreased 18.9% in 2012
compared to 2011, from 64.0% to 45.1%, mainly because of the reversal of a portion of the premium
deficiency reserve, recognized in previous years, due to the re-evaluation of the estimate as a result of a
court decision, which increased earned premiums in this segment.
Acquisition costs
Total acquisition costs increased 3.0%, from R$1,057.0 million for the year ended December 31, 2011
to R$1,088.4 million for the year ended December 31, 2012. The acquisition costs ratio changed from
11.8% to 10.4% year-over-year. The following table shows the change in acquisition costs for each
insurance business line of SulAmérica, for the indicated periods.
2013
2012
Δ%
(2012-2011)
Health and dental ............................................
Auto ..............................................................
Other property and casualty .............................
Life and personal accident………..........................
(460.5)
(441.1)
(57.2)
(129.6)
(R$ million)
(416.5)
(455.3)
(67.5)
(117.6)
10.6%
(3.1%)
(15.2%)
10.2%
Total acquisition costs ..................................
(1,088.4)
(1,057.0)
3.0%
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10.1 - General financial and equity condition
Health and dental
Acquisition costs of the health and dental portfolio increased 10.6%, from R$416.5 million for the year
ended December 31, 2011 to R$460.5 million for the year ended December 31, 2012, an increase of
R$44.0 million. The acquisition costs ratio reached 6.3% for 2012, a 50 BPS improvement compared to
2011.
Auto
Acquisition costs of the automobile portfolio decreased 3.1%, from R$455.3 million for the year ended
December 31, 2011 to R$441.1 million for the year ended December 31, 2012, a decrease of R$14.2
million. The acquisition costs ratio improved 170 BPS from 21.0% to 19.3% in 2012, in line with the
increase in premiums of this segment and an underwriting policy focused on profitability.
Other property and casualty
Acquisition costs of the other property and casualty portfolio decreased 15.2%, from R$67.5 million for
the year ended December 31, 2011 to R$57.2 million for the year ended December 31, 2012, a
reduction of R$10.3 million. The acquisition costs ratio improved from 21.2% in 2011 to 17.8% in 2012,
due to a reversal of a contingent liability in the 4Q12.
Life and personal accident
The acquisition costs for the life and personal accident portfolio increased 10.2%, from R$117.6 million
for the year ended December 31, 2011 to R$129.6 million for the year ended December 31, 2012, an
increase of R$12.0 million. The acquisition costs ratio improved from 34.1% for 2011 to 24.2% for
2012, mainly due to a reversal of a portion of the premium deficiency reserve, recognized in previous
years and the revaluation of the estimate caused by a court decision, which increased segment earned
premiums.
Other operating income and expenses from insurance operations
Other operating expenses from insurance operations increased 20.8%, from R$257.5 million for the year
ended December 31, 2011 to R$311.1 million for the year ended December 31, 2012, an increase of
R$53.6 million, mainly explained by the increase in the allowance for doubtful accounts over the
quarter, partially offset by the reduction in contingent liabilities. For the year, the ratio remained stable,
compared to 2011 (3.0% for 2013 vs. 2.9% for 2012).
Net operating income from savings bonds
This section is not applicable, considering that SulAmérica completed the acquisition of SULACAP and
began to consolidate the results in May 2013.
Net operating income from private pension
Net operating income from private pension operations increased 18.7%, from R$12.3 million for the
year ended December 31, 2011 to R$14.6 million for the year ended December 31, 2012. The increase
of R$2.3 million is mainly explained by the increase in contributions for the year (20.9%).
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10.1 - General financial and equity condition
Net operating income from ASO
Net operating income from ASO operations decreased 18.2%, from R$29.7 million for the year ended
December 31, 2011 to R$24.3 million for the year ended December 31, 2012, a reduction of R$5.4
million, which can be partially explained by the 8.4% reduction in number of members in this segment
due to the migration of contracts to the prepayment type modality.
Net operating income from asset management
Net operating income from asset management operations increased 70.1%, from R$26.4 million for the
year ended December 31, 2011 to R$44.9 million for the year ended December 31, 2012. The increase
of R$18.5 million is mainly explained by the higher volume of assets under management (7.6%) and an
increase in performance fees.
Administrative expenses
Administrative expenses increased 18.2%, from R$838.8 million for the year ended December 31, 2011
to R$991.4 million in the year ended December 31, 2012. The increase of R$152.6 million is mainly
explained by the significant reduction of the Expense Recovery line, as a consequence of the end of the
service contract. They stress that the administrative expenses ratio stood at 9.5% for 2012, a 0.3%
improvement on the previous year.
Tax expenses
Tax expenses increased 43.2%, from R$152.4 million for the year ended December 31, 2011 to
R$218.2 million for the year ended December 31, 2012, an increase of R$65.8 million, resulting from
the a reversal in a reserves.
Investment income
Investment income decreased 14.2%, from R$658.1 million for the year ended December 31, 2011 to
R$564.7 million for the year ended December 31, 2012. The reduction of R$93.4 million is mainly
explained by the macroeconomic scenario and the decline in the base interest rate throughout 2012.
Even with the reduction in investment income (expenses), the executive officers explain that the return
on proprietary investment portfolio not linked to private pension was above the benchmark, reaching
114.1% of CDI for 2012.
Equity interest and other income
The equity interest and other income decreased 76.9%, from R$9.1 million for the year ended
December 31, 2011 to R$2.1 million for the year ended December 31, 2012. The decrease of R$7.0
million was mainly caused by the sale of Company property assets during the year.
Income and social contribution tax
The executive officers inform that the income and social contribution tax decreased from R$258.2 million
for the year ended December 31, 2011 to R$231.3 million for the year ended December 31, 2012.
Net income after non-controlling interests
For the reasons previously described, the net income of SulAmérica increased 8.4%, from R$445.7
million as of December 31, 2011 to R$483.2 million as of December 31, 2012, or R$37.5 million.
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10.1 - General financial and equity condition
Analysis of the main variations in our balance sheet accounts, on a historical basis, for the
periods:
The following analysis and discussion of the Company’s balance sheet structure is based on the financial
information resulting from the income statements of the Company prepared according to the Accounting
Practices Adopted in Brazil. In the following discussion, the references to the increases or reductions in
any fiscal year are made in comparison to the respective previous fiscal year, unless otherwise stated.
The financial statements as of December 31, 2012 presented for purposes of comparison to the financial
statements as of December 31, 2013 were reclassified because of the following SUSEP rules: (i) Circular
462, of January 31, 2013, which provides for the calculation and procedures for recognizing technical
reserves, and (ii) Circular 464, which provides for the standard plan of accounts, and the changes in
accounting standards, both to be observed by insurance companies, savings bonds companies, publiclyheld private pension companies, and local reinsurers, and the CVM, which approved the CPC 33 revision,
bringing changes to the standard, and established that the actuarial gains and losses of defined benefit
plans fully recognized in the financial statements, as of the date of the adoption of the pronouncement
revision, having as contra-entry not the income for the year, but the comprehensive income, in the
“Equity Adjustment” account.
Therefore, the financial statements as of December 31, 2012, released on February 28, 2013, are not
compared to such restated financial statements and mentioned in the previous paragraph, according to
the reconciliation shown in item 10.4 of this reference form.
Analysis of the main changes in the balance sheet of the Company related to the fiscal years
ended December 31, 2013 and December 31, 2012
2013
2012
Change
(20132012)
Horiz.
An. (%)
(20132012)
Vert. An.
(%)
(20132012)
(R$ million)
Current assets ........................................
Cash and cash equivalents and marketable
securities …………………………………………………………….
Receivables from insurance, reinsurance, private
pension and savings bonds
operations................................................
Deferred acquisition costs ..............................
Reinsurance assets ......................................
Other current assets .....................................
11,626
9,978
1,648
16.52%
100.00%
8,533
7,810
723
9.26%
43.87%
1,877
514
277
425
1,179
393
205
391
698
121
72
34
59.20%
30.79%
35.26%
8.78%
42,36%
7.34%
4.38%
2.08%
Noncurrent assets .....................................
Long-term assets .......................................
Marketable securities ...................................
Judicial deposits ...........................................
Deferred acquisition costs ..............................
Other noncurrent assets ................................
5,336
4,864
1,328
2,317
206
1,013
4,344
4,137
1,127
1,971
181
858
992
727
201
346
25
155
22.84%
17.57%
17.83%
17.55%
13.81%
18.06%
100.00%
73.29%
20.26%
34.88%
2.52%
15.63%
Investments, fixed assets and intangible
assets .........................................................
Total assets ..............................................
472
16,962
207
14,322
265
2,640
128.02%
18.43%
26.71%
–
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10.1 - General financial and equity condition
2013
2012
Δ
(20132012)
Δ%
Horiz. an.
(20132012)
Vert. an.
(%)
(20132012)
(R$ million)
Current liabilities ................................
Loans and financing ................................
Other obligations payable ........................
Payables for insurance, reinsurance and
private pension operations........................
Technical reserves .................................
Other contingent liabilities .......................
7,069
20
616
5,377
16
590
1,693
4
26
31.49%
25.00%
4.41%
100.00%
0.23%
1.53%
532
5,808
94
352
4,318
101
180
1,490
(7)
51.14%
34.51%
(6.93%)
10.63%
88.02%
(0.41%)
Noncurrent liabilities ...........................
Obligations payable ...............................
Loans and financing ...............................
Other accounts payable ..........................
Technical reserves .................................
Other contingent liabilities ......................
6,274
1,156
499
355
3,622
641
5,600
1,011
499
210
3,378
502
674
145
145
244
139
12.04%
14.34%
0.00%
69.05%
7.22%
27.69%
100.00%
21.55%
0.00%
21.55%
36.26%
20.64%
Shareholders’ equity ............................
3,618
3,345
273
8.16%
-
Total
liabilities
and
shareholders’
equity ...................................................
16,962
14,322
2,640
18.43%
–
Current assets
As described in further detail below, current assets increased 16.52%, from R$9,978 million as of
December 31, 2012 to R$11,626 million as of December 31, 2013.
Cash and cash equivalents and marketable securities
Cash and cash equivalents and marketable securities increased 9.26%, from R$7,810 million as of
December 31, 2012 to R$8,533 million as of December 31, 2013. This increase was mainly caused by (i)
the consolidation of the marketable securities from SULACAP in the amount of R$808 million, (ii) the
investment income arising from the marketable securities, equivalent to R$496 million, (iii) the
adjustment to market value of assets classified for accounting purposes into the category of available for
sale, at a negative amount of R$115 million, and (iv) cash outflows, the most relevant being the
payment of dividends and interest on shareholders’ equity, in the amount of R$168 million and the
payment for the acquisition of SULACAP in the amount of R$175 million.
Receivables from insurance and reinsurance operations
The receivables from insurance and reinsurance operations showed an increase of 59.20%, from
R$1,179 million as of December 31, 2012 to R$1,877 million as of December 31, 2013. The increase of
R$698 million was mainly caused by (i) the increase in accounts receivable in the amount of R$248
million, and (ii) the consolidation of accounts receivables from SULACAP, equivalent to R$214 million.
Deferred acquisition costs
The executive officers inform that deferred acquisition costs showed an increase of 30.79%, from R$393
million as of December 31, 2012 to R$514 million as of December 31, 2013. The executive officers
explain that the increase of R$121 million was mainly caused by the deferred commissions of insurance
and private pension.
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10.1 - General financial and equity condition
Reinsurance assets
Reinsurance assets showed an increase of 35.26%, from R$205 million as of December 31, 2012 to
R$277 million as of December 31, 2013. The increase of R$72 million was mainly caused by the
maintenance of reinsurance contracts that are in line with the variation in technical reserves.
Other current assets
Other current assets increased 8.78%, from R$391 million as of December 31, 2012 to R$425 million as
of December 31, 2013.
Noncurrent assets
Non-current assets showed an increase of 22.84%, from R$4,344 million as of December 31, 2012 to
R$5,336 million as of December 31, 2013. Non-current assets accounts increased over the period as
described below:
Marketable securities
Marketable securities showed an increase of 17.83%, from R$1,127 million as of December 31, 2012 to
R$1,328 million as of December 31, 2013. The executive officers comment that this increase of R$201
million is mainly explained by (i) the investment income arising from marketable securities, in the
amount of R$154 million, (ii) purchase of the NTN-C government bonds with maturity in 2031 and
classified in accounting into the held-to-maturity category in the amount of R$134 million, and (iii) the
redemption of marketable securities equivalent to R$83 million.
Judicial deposits
Legal, labor and tax judicial deposits increased by 17,55%, from R$1,971 million as of December 31,
2012 to R$2,317 million as of December 31, 2013. The increase of R$346 million is mainly explained by
(i) the monetary adjustment of civil and labor judicial deposits, in the amount of R$25 million, (ii) the
merger of SULACAP in the amount of R$83 million, (iii) the CSLL judicial deposits in the amount of R$44
million, (iv) write-off of deposit in the amount of R$21 million, related to the proceeding that disputed
the increase in the CSLL rate, (v) tax adjustments in the amount of R$93 million, (vi) deposits net of the
civil and labor surveys of R$94 million. For further information on the legal contingent liabilities of the
Company, the executive officers recommend the reading of the items 4.3. to 4.6. of this Reference
Form.
Deferred acquisition costs
The deferred acquisition costs increased 13.81%, from R$181 million as of December 31, 2012 to R$206
million as of December 31, 2013. This increase was mainly caused by deferred commissions related to
insurance and private pension operations.
Other non-current assets
There was no relevant variation in other non-current assets, which changed from R$858 million as of
December 31, 2012 to R$1.013 million as of December 31, 2013.
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10.1 - General financial and equity condition
Investments, property and equipment and intangible assets
Investments, fixed assets and intangible assets increased by 128.02%, from R$207 million as of
December 31, 2012 to R$472 million as of December 31, 2013. The executive officers explain that this
increase of R$265 million was mainly caused by the acquisition of SULACAP in the amount of R$217
million.
Current liabilities
Current liabilities increased by 31.49%, from R$5,377 million as of December 31, 2012 to R$7,070
million as of December 31, 2013. The current liabilities account changed over the period as described
below.
Loans and financing
Loans and financing increased by 25.00%, from R$16 million as of December 31, 2012 to R$20 million
as of December 31, 2013. The increase of R$4 million is explained by the increase in the interest rate of
the first issue debentures of the Company. The debenture interest payment is calculated as the CDI
variation with an additional spread of 1.15% per year. For further information on the Company’s
debentures, review items 10.1.(f) and 18.5. of this Reference Form.
Other obligations payable
There was no significant variation in other obligations payable, which increased from R$590 million as of
December 31, 2012 to R$616 million as of December 31, 2013.
Payables for insurance, reinsurance and private pension operations
There was no material change in other obligations payable, which increased from R$352 million as of
December 31, 2012 to R$532 million as of December 31, 2013.
Other contingent liabilities
There was no material change in other contingent liabilities, which decreased from R$101 million as of
December 31, 2012 to R$94 million as of December 31, 2013.
Noncurrent liabilities
Noncurrent liabilities increased 12.04%, from R$5,600 million as of December 31, 2012 to R$6,274
million as of December 31, 2013. The main accounts of noncurrent liabilities changed over the period as
described below:
Obligations payable
Obligations payable remained practically unchanged.
Loans and financing
The executive officers inform that there was no change in the heading loans and financing between the
fiscal years ended December 31, 2012 and 2013.
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10.1 - General financial and equity condition
Other accounts payable
Other accounts payable increased by 69.05%, from R$210 million as of December 31, 2012 to R$356
million as of December 31, 2013. This increase of R$146 million is mainly explained by (i) R$40 million
related to the deferred income and social contribution tax on net income (IR and CSLL), on the
monetary adjustment of judicial deposits, (ii) R$66 million related to the IR and CSLL on the asset
surplus of SULACAP.
Other contingent liabilities
Other contingent liabilities increased by 27.69%, from R$502 million as of December 31, 2012 to R$641
million as of December 31, 2013. The increase of R$139 million is mainly explained by the consolidation
of the SULACAP acquisition balance in April 2013, which increased the base by R$123 million.
Changes in technical reserves (current and noncurrent)
Changes in current and noncurrent technical reserves increased 22.53%, from R$7,696 million as of
December 31, 2012 to R$9,430 million as of December 31, 2013. This increase is mainly explained by
(i) the acquisition of the new savings bonds business of SULACAP, which resulted in an increase in
technical reserves by R$790 million, (ii) the increase in the unearned premium reserve of the auto
portfolio, resulting from the increases in the insured fleet by the Company and the average policy
premium, in the amount of R$218 million, and (iii) the increase in the mathematical reserves for
benefits to be granted of private pension products, including the increase in the balances in the reserve
of PGBL and VGBL plans, in the amount of R$300 million.
Shareholders’ equity
Shareholders’ equity increased of 8.16%, from R$3,345 million as of December 31, 2012 to R$3,618
million as of December 31, 2013. The increase is mainly explained by (i) the net income for the fiscal
year 2013 in the amount of R$480 million; (ii) the acquisition of SULACAP, resulting in an increase in
noncontrolling interests in the amount of R$42 million; e (iii) dividends and interest on shareholders’
equity for the year 2013 in the amount of R$122 million and (iv) the payment of additional dividends for
the year 2012 in the amount of R$22 million.
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10.1 - General financial and equity condition
Balance sheet as of December 31, 2012 compared to the balance sheet as of December 31,
2011
2013
2012
Change
(20122011)
Horiz.
an.
(%)
(20122011)
Vert. an.
(%)
(20122011)
(R$ million)
Current assets ........................................
Cash and cash equivalents and marketable
securities ..........
Receivables arising from insurance, reinsurance,
private pension and savings bonds
operations………….
Deferred acquisition costs .............
Reinsurance assets ......................................
Other current assets ................................
10,024
7,810
9,443
7,110
916
393
205
700
965
358
350
660
(49)
35
(145)
40
(5.08%)
9.78%
(41.43%)
6.06%
(8,43%)
6.02%
(24.96%)
6.88%
Noncurrent assets ..................................
Long-term assets ...................
Marketable securities ...................................
Judicial deposits ............................
Deferred acquisition costs .............
Other noncurrent assets .........................
4,341
4,135
1,127
1,971
181
856
3,976
3,786
1,053
1,676
161
896
365
349
74
295
20
(40)
9.18%
9.22%
7.03%
17.60%
12.42%
(4.46%)
100.00%
95.62%
20.27%
80.82%
5.48%
(10.96%)
Investments, property and equipment and
intangible assets .....
Total assets ..............................................
206
190
16
8.42%
4.38%
14,365
13,419
946
7.05%
–
2013
2012
581
700
Change
(20122011)
6.15%
9.85%
Change
(%)
(20132012)
100.00%
120.48%
Change
(%)
Vert. an.
(20122011)
(R$ million)
Current liabilities ................................
Loans and financing .................
Other obligations payable .......................
Payables for insurance, reinsurance and
private pension operations.................
Technical reserves .................................
Other contingent liabilities ..................
Other ............................................
5,412
16
597
5,534
351
512
(122)
(335)
85
(2.20%)
(95.44%)
16.60%
100.00%
274.59%
(69.67%)
345
4,320
92
42
412
4,120
86
53
(67)
200
6
(11)
(16.26%)
4.85%
6.98%
(20.75%)
54.92%
(163.93%)
(4.92%)
9.02%
Noncurrent liabilities .........................
Obligations payable ...............................
Loans and financing ................
Other accounts payable .........................
Technical reserves ...............................
Other contingent liabilities ..................
Other............................................
5,601
1,011
499
258
3,380
446
7
4,808
868
0
223
3,222
483
12
793
143
499
35
158
(37)
(5)
16.49%
16.47%
15.70%
4.90%
(7.66%)
(41.67%)
100.00%
18.03%
62.93%
4.41%
19.92%
(4.67%)
(0.63%)
Shareholders’ equity ...............................
3,352
3,077
275
8.94%
-
Total
liabilities
and
shareholders’
equity..................................
14,365
13,419
946
7.05%
–
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10.1 - General financial and equity condition
Current assets
Current assets increased by 6.15%, from R$9,443 million as of December 31, 2011 to R$10,024 million
as of December 31, 2012. The changes in the current assets accounts over the period are described
below:
Cash and cash equivalents and marketable securities
Cash and cash equivalents and marketable securities showed an increase of 9.85%, from R$7,110
million as of December 31, 2011 to R$7,810 million as of December 31, 2012. This variation is mainly
explained by (i) the increase in investment income (expenses) resulting from the income from
marketable securities in the amount of R$621 million; (ii) the first issue of debentures of the Company
in the amount of R$500.0 million; (iii) the adjustment to market value of assets classified in accounting
into the available-for-sale category; and (iv) redemption of marketable securities in the amount of
R$489 million.
Receivables from insurance and reinsurance operations
There was no material variation in receivables from insurance and reinsurance operations, which
changed from R$965 million as of December 31, 2011 to R$916 million as of December 31, 2012.
Deferred acquisition costs
There was no material variation in deferred acquisition costs, which changed from R$358 million as of
December 31, 2011 to R$393 million as of December 31, 2012.
Reinsurance assets
Reinsurance assets reduced 41.43%, from R$350 million as of December 31, 2011 to R$205 million as
of December 31, 2012. The reduction of R$145 million is explained by a revision of the criteria on the
reporting of provisions for special non-ordinary legal claims which started to follow best practices
according to the IFRS, and led to the reporting of a provision for 100% of the lawsuits classified into
probable losses and disclosing the amounts of exposure of lawsuits classified into possible or remote
losses.
Other current assets
There was no material variation in the heading other current assets, which changed from R$660 million
as of December 31, 2011 to R$700 million as of December 31, 2012.
Noncurrent assets
Noncurrent assets showed an increase of 9.18%, from R$3,976 million as of December 31, 2011 to
R$4,341 million as of December 31, 2012. Many noncurrent assets accounts changed over the period as
described below:
Marketable securities
Marketable securities showed an increase of 7.03%, from R$1,053 million as of December 31, 2011 to
R$1,127 million as of December 31, 2012. This change is mainly explained by (i) the investment income
from marketable securities; and (ii) redemptions of marketable securities in the amount of R$93 million.
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10.1 - General financial and equity condition
Judicial deposits
Judicial deposits increased by 17.60%, from R$1,676 million as of December 31, 2011 to R$1,971
million as of December 31, 2012. The R$295 million increase is mainly explained by (i) R$33 million
related to new COFINS judicial deposits (rate increase of 1%); (ii) R$47 million related to the new CSLL
judicial deposits (the most relevant being the rate increase of 6%); (iii) R$30 million related to the new
judicial deposits for IRPJ (the most relevant being the nondeductibility of CSLL from the IRPJ basis); (iv)
R$26 million related to the new judicial deposits for INSS (physicians/brokers); and (v) R$95 million
related to the adjustment of deposits.
Deferred acquisition costs
There was no material variation in deferred acquisition costs, which changed from R$161 million as of
December 31, 2011 to R$181 million as of December 31, 2012.
Other noncurrent assets
There was no material variation in other noncurrent assets, which changed from R$896 million as of
December 31, 2011 to R$856 million as of December 31, 2012.
Investments, property and equipment and intangible assets
There was no material variation in investments, property and equipment and permanent intangible
assets, from R$190 million as of December 31, 2011 to R$206 million as of December 31, 2012.
Current liabilities
Current liabilities reduced 2.20%, from R$5,534 million as of December 31, 2011 to R$5,412 million as
of December 31, 2012. Many accounts of current liabilities changed over the period as described below:
Loans and financing
Loans and financing showed a reduction of 95.44%, from R$351 million as of December 31, 2011 to
R$16 million as of December 31, 2012. This change is mainly explained by (i) the settlement of Senior
Notes issued by the Company in the amount of R$233 million; (ii) settlement of the swap contract in the
amount of R$124 million; and (iii) appropriation of the interest of first issue debentures of the Company
in the amount of R$16 million.
Other obligations payable
Other obligations payable showed an increase of 16.60%, from R$512 million as of December 31, 2011
to R$597 million as of December 31, 2012. This increase of R$85 million is mainly explained by (i) the
increase in the provision for IRPJ of R$55 million, (ii) increase in the provision for CSLL of R$24 million,
(iii) dividends net of payments of R$26 million, (iv) reduction in accounts payable to suppliers of R$14
million, and (v) R$18 million related to the payment of REFIS.
Payables for insurance, reinsurance and private pension operations
There was no material variation for insurance, reinsurance and private pension operations, which
changed from R$412 million as of December 31, 2011 to R$345 million as of December 31, 2012.
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10.1 - General financial and equity condition
Other contingent liabilities
There was no material variation in other contingent liabilities, which changed from R$86 million as of
December 31, 2011 to R$92 million as of December 31, 2012.
Noncurrent liabilities
Noncurrent liabilities showed an increase of 16.49%, from R$4,808 million as of December 31, 2011 to
R$5,601 million as of December 31, 2012. Changes in noncurrent liabilities accounts over the period are
described below:
Obligations payable
Other obligations showed an increase of 16.5%, from R$868 million as of December 31, 2011 to
R$1,011 million as of December 31, 2012. The increase of R$143 million is mainly explained by: (i)
R$15 million related to the provisions for COFINS recognized over the year (the most material amount
being the dispute of the 1% rate increase); (ii) R$37 million related to the complement to the provision
for PIS Amendment, according to the change in the opinion of the attorneys handling it; (iii) R$50
million related to the provisions for CSLL recognized over the year (the most relevant amounts being the
dispute of the 6% rate increase); (iv) reversal of (R$12) million, of which the main one is (R$4) million
related to the reversal of the provision for CSLL, according to the change in the opinion of the attorneys
handling it, and (R$6) million related to the reversal of the provision for IRPJ, according to the change in
the opinion of the attorneys handling it; (v) R$29 million related to the provisions for IRPJ recognized
over the year (the most relevant amount being related to the dispute of the nondeductibility of CSLL
from the IRPJ basis); (vi) R$9 million related to the addition to the provision for ISS Recife and Maceió;
and (vii) R$52 million related to the adjustments to provisions; and (viii) (R$17) million related to the
heading assessment notices which amounts were reclassified into the respective accounts of the
involved taxes, generating a reversal of the provision.
Loans and financing
As of December 31, 2012, the amount of R$499 million was reported in loans and financing. The
increase was mainly due to the first issue of debentures of the Company.
Other accounts payable
Tthere was no material variation in other accounts payable, which increased from R$223 million as of
December 31, 2011 to R$258 million as of December 31, 2012.
Other contingent liabilities
There was no material variation in other contingent liabilities, which decreased from R$483 million as of
December 31, 2011 to R$446 million as of December 31, 2012.
Changes in technical reserves (current and noncurrent)
The current and noncurrent changes in technical reserves increased 4.88%, from R$7,342 million as of
December 31, 2011 to R$7,700 million as of December 31, 2012. This variation is mainly explained by
(i) the increase in the mathematical reserves for benefits to be granted of private pension products,
including the increase in the balances in reserve for the PGBL and VGBL plans, in the amount of R$418
million; and (ii) the premium deficiency reserve for the life business which was revaluated, resulting in a
reduction in the amount of R$79 million, in view of the court decisions favorable to the Company.
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10.1 - General financial and equity condition
Shareholders’ equity
Shareholders’ equity increased by 8.94%, from R$3,077 million as of December 31, 2011 to R$3,352
million as of December 31, 2012. The increase of R$275 million is mainly explained by (i) the income for
the fiscal year 2012 in the amount of R$483 million, (ii) dividends and interest on shareholders’ equity
in the amount of R$119 million, and (iii) payment of additional dividends for 2011 in the amount of
R$106 million.
Liquidity and Capital Funds
The Company uses its funds mainly to perform the following:

payment of claims, benefits and redemption due based on the insurance policies and pension plans
of the Company;

investing activities, including the buys and sells of held-to-maturity financial assets to cover the
reserves for insurance and private pension of the Company;

payment of interests and amortization of the loans and financing of the Company;

working capital needs; and

payment of dividends and interest on shareholders’ equity.
The executive officers explain that the Company has the following sources of funds:

operating activities, mainly insurance premiums;

yields of marketable securities; and

financing.
The executive officers state that the liquidity requirements of the operating subsidiaries of the Company
are historically met mainly by the funds arising from operations, maturities of investments and other
returns on investments received. The executive officers also comment that the cash arising from these
sources is mainly used for payments of claims and outstanding claim expenses and operating expenses.
Finally, the executive officers mention that additional sources of cash flow include sales of invested
assets and financing activities.
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10.2 - Operating and investment income
10.2. Operating and investment income:
a) Income from the Company’s operations, especially: (i) the description of any important
income components; and (ii) factors that materially affect operating income.
i. description of any important income components.
Total Insurance Premiums
The main income components of the Company are composed of insurance premiums offered by the
Company. Total insurance premiums are composed of premiums from the following business lines: (i)
health and dental insurance; (ii) auto; (iii) other property and casualty; and (iv) life and personal
accident.
In the year ended December 31, 2013, total insurance premiums of the Company reached R$12,217.9
million. The health and dental segment continued to be the main segment, accounting for 69.1% of the
total premiums obtained. The other segments share of premiums is as follows: 22.9% auto, 4.5% other
property and casualty, and 3.4% life and personal accident.
In relation to the year ended December 31, 2012, the Company obtained premiums in the total amount
of R$10,616.7 million. The composition of the amount obtained in the year ended December 31, 2012
was as follows: 69.3 health and dental, 21.5% auto, other 4.6% property and casualty, and 4.6% life
and personal accident.
In the year ended December 31, 2011, insurance premiums totaled R$9,426.1. The health and dental
segment accounted for 66.2% of premiums, whereas the automobile, other property and casualty, and
life and personal accident accounted for 23.6%, 5.2% and 5.0%, respectively.
The change in total premiums of each business line of SulAmérica, for the indicated periods.
8,444.9
2,803.2
551.7
418.2
7,360.2
2,286.9
485.4
484.1
6,237.3
2,220.9
493.9
473.9
Change %
(2013-2012)
(R$ million)
14.7%
22.6%
13.6%
(13.6%)
12,217.9
10,616.7
9,426.1
15.1%
2013
Health and dental.......................
Auto.........................................
Other property and casualty........
Life and personal accidents..........
Total insurance premiums....
2012
2011
Change %
(2012-2011)
12.6%
18.0%
3.0%
(1.7%)
2.1%
ii. factors that materially affected operating income.
The premiums growth of 15.1% demonstrated in the year ended December 31, 2013, relative to the
year ended December 31, 2012, was mainly caused by the good performance of the health and dental
business lines, in addition to the auto segment.
In the health and dental segment, total insurance premiums increased 14.7%, from R$7,360.2 million in
the year ended December 31, 2012 to R$8,444.9 million in the year ended December 31, 2013. This
variation was mainly caused by the increase in new policyholders (growth of 6.8% for the year 2013)
and the required annual adjustments in the portfolios. The health insurance portfolios of the small and
medium-sized (SME) companies, dental plans and corporate plans were the highlight, with respective
growth of 25.4%, 15.5% and 15.1%.
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10.2 - Operating and investment income
In the auto segment, total insured premiums increased 22.6%, from R$2,286.9 million in the year
ended December 31, 2012 to R$2,803.2 million in the year ended December 31, 2013. This increase is
mainly explained by the growth in the insured fleet, which ended 2013 with 1.53 million vehicles, aside
from the Company’s focus on a profitability-driven underwriting policy.
In April 2013, the Company completed the acquisition of SULACAP and started consolidating its income
as of May 2013. Since then, the Company has then promoted the integration of the SULACAP operations
into its own structures. The income from the savings bonds operations totaled R$40.3 million in the year
ended December 31, 2013.
In the comparison between the years ended December 31, 2012 and December 31, 2011, the increase
of 12.6% was mainly caused by the good performance demonstrated by the health and dental segment.
The growth in the health and dental segment in the year ended December 31, 2012, as compared to
the year ended December 31, 2011, was caused by the strong growth in group health insurance, with
highlight to the new sales in the corporate and SME segments.
B. Variations in the income attributable to changes in price, exchange rates, inflation,
volumes and launch of new products and services.
The executive officers inform that in 2012 and 2011 there was no significant variation in the income
attributable to changes in prices, exchange rates, volume and launch of new products and services,
besides those commented in previous sections.
In 2013 there was no significant variation in the income attributable to changes in prices, exchange
rates, inflation and volumes. In this year, however, there was a positive variation in the income
attributable to the launch of new products and services after the completion of the acquisition of
SulaCap. The financial statements of savings bonds started to be consolidated in the SulAmérica’s ones
as of May 2013, with impacts already commented on, in the previous sections.
C. Impact of inflation and variation in the main input and product prices, foreign exchange
rate and interest rate on the operating and investment income of the issuer.
Part of the liabilities of insurance, private pension and savings bonds operations is positively correlated
with inflation, interests and exchange rate. The variations in these macroeconomic indicators may affect
the operating income.
The Asset and Liability Management (ALM) process aims at minimizing the mismatch between assets
and liabilities. Accordingly, SulAmérica invests the assets that provide coverage to such liabilities in
financial instruments with exposure to the same indicator. Consequently, such fluctuations could affect
investment income, minimizing the residual risk of the variation in inflation, interests and exchange rate
to the income of SulAmérica.
In addition, the portfolios necessary for SulAmérica’s liquidity are also affected by interest rates.
Therefore, decreases in interest rates, such as the movement which took place between 2011 and mid2013, could potentially reduce investment income. On the other hand, if the interest rates increase,
occurred at the end of 2013, investment income could be positively impacted.
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10.3 - Occurred and expected events with material effects on the financial statements
10.3 Occurred and expected events with material effects on the financial statements 4:
A. Launch or disposal of operating segment.
On May 28, 2012, the Company released a Material Fact informing that its subsidiary Sul América Santa
Cruz Participações S.A. entered into a contract for purchase and sale of shares with Saspar Participações
S.A. (SASPAR) aiming at the acquisition of the total interest held by SASPAR in the capital of Sul
América Capitalização S.A. – SULACAP (SULACAP), representing 83.27% interest in the capital of
SULACAP.
With the completion of the transaction on April 25, 2013, SulAmérica started to operate in the savings
bonds segment, with the financial statements of this operations being consolidated into those of
SulAmérica from May 2013, making a significant contribution to the consolidated income of the
Company.
B. Recognition, acquisition or disposal of ownership interests.
On May 28, 2012, the Company released a material fact statement informing that its subsidiary Santa
Cruz America Participações S.A. entered into a contract for the purchase and sale of shares with Saspar
Participações SA (SASPAR) to acquire the entire stake held by SASPAR in the capital of Sul América
Capitalização S.A. (SULACAP), representing 83.27% of the capital of SULACAP, for the base price of R$
214 million, taking into account that this amount could be increased by up to R$71 million provided that
certain contract conditions are met. The seller is controlled by Sulasa Participações S.A. (SULASA), the
controlling entity of the Company. The transaction was completed on April 25, 2013.
With this, the financial statements of savings bonds started to be consolidated into those of SulAmérica
from May 2013, making a significant contribution to the consolidated income of the Company. The
collections from savings bonds grew substantially YTD (+27.5%), already benefitting from the synergies
in operations. Operating income amounted to R$40.3 million for the year, a growth of 1.1% in relation
to 2012. Savings bonds reserves totaled R$790.4 million in the end of the year, an increment of 31.4%
as compared to 2012.
C. Unusual events or transactions.
This item is not applicable, considering that the Company did not have any unusual events or
transactions.
4 Sul América S.A. is referred to as “Company”, whereas “SulAmérica” is adopted to refer to the group of companies formed by
Sul América S.A. and its subsidiaries.
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10.4 - Significant changes in accounting practices – exceptions and emphases in the
auditors’ opinion report
A. Significant effects of changes in accounting practices
Described below are the significant effects of changes in the accounting practices on the financial
statements as of December 31, 2012. In the financial statements as of December 31, 2011, the impacts
were not material, and, accordingly, as described in Note 1.20, under the terms of the CVM Resolution
676/11 and the Technical Pronouncement CPC 26, “the entity does not need to provide a specific
disclosure, required by a CPC Technical Pronouncement, Interpretation or Guidance, if the information is
not material”. In this context, considering the immateriality of the involved amounts, it is not necessary,
for the purposes of the financial statements, to show the changes in accounting practices that affected
the financial statements as of December 31, 2011.
Described below are the significant effects of the changes in the accounting practices on the financial
statements as of December 31, 2012, as mentioned above:
On January 31, 2013, SUSEP issued Circular 462 setting out the calculation method and procedures for
recognizing the technical reserves of insurance companies, savings bonds companies, and publicly-held
private pension, and local reinsurer companies. This Circular ended certain reserves and created others,
and provided an adjustment period through December 31, 2013, and the full reversal through December
31, 2014.
On March 1, 2013, SUSEP issued Circular 464, which provides for changes in the accounting standards
to be followed by the insurance companies, savings bonds companies, publicly-held companies of
private pension and local reinsurers, and supersedes the SUSEP Circular 430/2012, with effects
retroactive to January 1, 2013.
The ANS also issued the Regulatory Resolutions 314/2012, 322/2013 and 344/2013, superseding the
Regulatory Resolution 290/2012, of which the main provision is the creation of an Unearned Premium or
Contribution Reserve. Before this ruling, the corresponding amount used to be recorded in “Premiums
Receivable – Advance Collection”, as an adjustment account in assets. This change does not impact the
financial statements, as SulAmérica had adopted this measure in the subsidiaries regulated by ANS
SUSEP rules for consolidation purposes, in order to equalize accounting practices.
The revision of CPC 33 brought changes to the standard and establishes that the actuarial gains and
losses of defined benefit plans are fully recognized in the financial statements, on the date the
pronouncement revision is adopted, having as contra-entry not the income for the year, but the
comprehensive income, in the account “Equity Adjustments”.
In relation to the year 2013, the financial statements are already presented with the adjustments that
impacted December 31, 2012, enabling the comparability between financial statements, as established
in CPC 23, paragraphs 14 to 31.
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10.4 - Significant changes in accounting practices - Qualifications and emphases in the
auditors’ opinion
B. Significant effects of the changes in accounting practices
In item 10.4 A, the executive officers of the Company describe that in 2011 there was no significant
effect on the accounting practices, and below is the reconciliation between the financial statements as of
December 31, 2012, issued on February 28, 2013, and those presented for comparative purposes in
such financial statements, showing the retroactive adjustments related to the changes in the accounting
practice caused by the previously reported events:
Released
Assets
Cash and cash equivalents ...........................
Marketable securities ...................................
Accounts receivable ..............................
Investments(a)............................................
Property and equipment and intangible assets...
Total assets ..............................................
418
285,096
189,709
3,493,525
348
3,969,096
Released
Liabilities
Accounts payable and other payables.................
Shareholders’ equity(a)...................................
Total liabilities and shareholders’ equity ......
617,049
3,352,047
3,969,096
Released
Assets
Cash and cash equivalents and marketable securities
Receivables for insurance, reinsurance and
private
pension operations……………………………
Reinsurance and retrocession assets – Technical
reserves(d) ...................................................
Accounts receivable(b)(e).........................
Deferred acquisition costs)...............................
Property and equipment and intangible assets ..
Other.............................................................
Total assets ..............................................
Restated
(6,686)
(6,686)
Company
Adjustments
(R$ thousand)
418
285,096
189,709
3,486,839
348
3,962,410
Restated
(6,686)
(6,686)
Consolidated
Adjustments
(R$ thousand)
617,049
3,345,361
3,962,410
Restated
8,937,235
-
8,937,235
1,184,514
-
1,184,514
308,250
3,075,455
573,665
202,646
83,261
14,365,026
(1,477)
(41,737)
(43,214)
306,773
3,033,718
573,665
202,646
83,261
14,321,812
Released
Liabilities
Account payable, other payables and sundry payables
(c)(e)
..................
Payable for insurance, reinsurance and private pension
operations and Third party deposits ...
Technical reserves and private pension(d) .......
Shareholders’ equity(a).....................................
Total liabilities and shareholders’ equity ..
Company
Adjustments
(R$ thousand)
Consolidated
Adjustments
(R$ thousand)
Restated
2,920,099
(33,056)
2,887,043
393,936
7,698,944
3,352,047
14,365,026
(3,472)
(6,686)
(43,214)
393,936
7,695,472
3,345,361
14,321,812
(a) It refers to the reflex of the write-off of the Risk Fluctuation Reserve, in the amount of R$278, and the Premium Deficiency Reserve, in the
amount of R$770, both net of the respective tax effects of the subsidiary SULASEG. SUSEP, by means of Circular 462/2013, required the full
reversal of these technical reserves until December 31, 2014.
Additionally, there is the reflex of the adjustments made to the subsidiaries SAÚDE, acquired by CIA. SAÚDE, and SALIC, related to the
amendment to the standard CPC 33 (R1) – Employee benefits, in the amount of R$7,734, net of the corresponding tax effects;
(b) It refers to the tax effects of the reversal of the Risk Fluctuation Reserve and Premium Deficiency Reserve of subsidiary SULASEG and the
employee benefits of subsidiaries SAÚDE, acquired by CIA. SAÚDE, and SALIC;
(c) It refers to the amendment to the standard CPC 33 (R1) – Employee benefits, in the amount of R$12,890, related to the subsidiaries SAÚDE,
acquired by CIA. SAÚDE, and SALIC, the tax effects (PIS and COFINS) related to the adjustments of the Risk Fluctuation Reserve and Premium
Deficiency Reserve of the subsidiary SULASEG, in the amount of R$566, and the effects of IR and CSLL in the amount of R$23;
(d) It refers to the write-off in the subsidiary SULASEG of the Risk Fluctuation Reserve, in the amount of R$1,477 in Assets and R$1,964 in Liabilities,
and of the Premium Deficiency Reserve, in the amount of R$1,508, according to SUSEP Circular 462/2013.
(e) It refers to the prepayment of the income and social contribution tax on net income in the amount of R$46,536 reclassified into liabilities,
according to SUSEP Circular 464/2013.
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10.4 - Significant changes in accounting practices - Qualifications and emphases in the
auditors’ opinion
Based on the previously reported values, the impact of these restatements on the individual and
consolidated balance sheets on January 1, 2012 is not material, and, therefore, insignificant for the
understanding of these financial statements, not being necessary the presentation of a restated balance
sheet as of that date.
In relation to the year 2013, the financial statements are already presented with the adjustments that
impacted December 31, 2012, enabling the comparability between the financial statements, as
established in the CPC 23, paragraphs 14 to 31.
C. Qualifications and emphases in the auditors’ opinion
The financial statements include, among other information, the Report of Independent Auditors. It is the
responsibility of the auditors to express an opinion on the financial statements based on the audit.
For the fiscal years 2013, 2012 and 2011, the Company's independent audit firm expressed an
unqualified opinion, stating that the financial statements present fairly, in all material respects, the
financial and equity condition of SulAmérica.
However, in the Opinion Reports of the aforementioned financial statements a paragraph of Emphases
was included, as quoted below:
“(...) the Financial Statements have been prepared in accordance with the accounting practices adopted
in Brazil. In the case of the Company, these practices differ from IFRS, applicable to separate financial
statements, only in the respect of the valuation of investments in subsidiaries under the equity method,
whereas under IFRS it would be at cost or fair value. Our opinion is not qualified in respect of this
matter.”
In other words, the consolidated financial statements are prepared in accordance with International
Financial Reporting Standards (IFRS) and also in accordance with the accounting practices adopted in
Brazil (BR GAAP), while the individual financial statements of the Company are prepared in accordance
BR GAAP, which comprises the Brazilian Corporate Law and the pronouncements, interpretations and
guidelines issued by the Accounting Pronouncements Committee (CPC), approved by the CVM.
Thus, the individual financial statements of the Company have been prepared in accordance with the BR
GAAP, which differs from the IFRS, since there are no individual financial statements under the IFRS but
separate financial statements, where the valuation of investments in subsidiaries, associates and joint
ventures are not made under equity method, as in the individual financial statements under the BR
GAAP, but at cost or fair value.
The Audit firm adds in its opinion that the consolidated and individual financial statements have been
presented as a whole, because there was no difference between shareholders’ equity and income of
these financial statements.
In addition, the executive officers inform that the management considered that the impact of adopting
different rules for consolidated and individual financial statements were not significant for the
understanding of financial statements, not being necessary the presentation of additional information.
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10.5 – Critical accounting policies
10.5. – Critical accounting policies
The practices adopted in the preparation of the consolidated financial statements are in accordance with
the International Financial Reporting Standards (IFRS), and that the application of this set of standards
requires Management to make judgments and estimates that affect the recognized amounts of assets,
liabilities, income and expenses. The adopted estimates and presuppositions are analyzed on continuous
basis, the revisions being recognized in the period when the estimate is revaluated, with prospective
effects, when applicable.
Considering that in many situations there are alternatives to the accounting treatment, the disclosed
results could be different, should a different treatment were chosen. Management considers that the
choices are appropriate and that the consolidated financial statements fairly present the financial
position of Sul América S.A and the income from its operations, in all material respects.
The significant assets and liabilities subject to such estimates and assumptions include items mainly for
which it is necessary a fair value valuation. The most material applications of the exercise of judgment
and use of estimates are the following:
(a) Fair value of cash equivalents and financial instruments
When the fair value of recognized financial assets and liabilities could not be derived from an active
market, it is determined by the adoption of valuation techniques. The variables of these adopted
techniques are derived from observable market data whenever possible, but when the market data is
not available, a judgment is required to state the fair value.
(b) Impairment of available-for-sale financial assets
An impairment loss on available-for-sale financial assets occurs when there is a significant or prolonged
decline in their fair values to amounts lower than costs. Determining the meaning of significant or
prolonged requires judgment in which, among other factors, the normal price volatility of financial
instruments is evaluated. In addition, the recognition of impairment can be made when there is
evidence of the negative impact on the financial health of the invested company, the performance of the
economic sector, as well as the technology changes and cash flows from financing and operating
activities.
(c) Impairment of non-financial assets
At the end of each reporting period, it is evaluated, based on internal and external information sources,
whether there is any indication that a non-financial asset may have recoverability problems. If there is
any indication, estimates are adopted for defining the recoverable amount of the asset.
At the end of each reporting period, it is evaluated whether there is any indication that the impairment
loss of an asset, recognized in previous periods, except goodwill for expectation of future profitability,
may cease to exist or may have decreased. If there is such indication, the recoverable amount of this
asset is estimated.
Notwithstanding any indication of impairment loss, an impairment test of intangible assets of undefined
useful lives is performed, including the goodwill acquired in a business combination, or of intangible
assets not yet available for use.
The determination of the recoverable amount in the evaluation of impairment of non-financial assets
requires estimates based on quoted market prices, calculations at present value or other pricing
techniques, or a combination of many techniques, requiring Management to make subjective judgments
and adopt assumptions.
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10.5 – Critical accounting policies
(d) Taxes on income
As the corporate purpose of the Company is to earn a profit, the generated income is subject to the
payment of taxes in the many venues where it carries out its operating activities. The determination of
the aggregate amount of taxes on income requires interpretation and estimates. There are many
transactions and calculations for which the determination of the definite amount of taxes payable is
uncertain during the normal business cycle. Other interpretations and estimates may result in a different
amount of taxes on income recognized over the period.
The tax authorities may review the procedures adopted by the Company over a five-year period,
counted as of the date when the taxes are considered due. Accordingly, these tax authorities may
question the procedures adopted by the Company, mainly those arising from differences in the
interpretation of the tax legislation. Despite this fact, Management believes that there is no significant
correction to the taxes on income recorded in the financial statements.
(e) Recognition and evaluation of deferred taxes
Deferred tax assets are calculated on temporary differences and tax loss carryforwards, being
recognized in accounting when the Company has expectation that it will generate taxable profit over the
subsequent years, at amounts sufficient to offset such amounts. The expected realization of the tax
credit of the Company is based on the projection of future income and technical studies, in line with the
current tax legislation.
The estimates considered by Company to recognize and evaluate deferred taxes are obtained in view of
the current expectations and projections of events and future trends. The main assumptions found by
the Company that may affect these estimates are related to factors such as (i) changes in the
government regulation that affect tax matters; (ii) changes to interest rates; (iii) changes to inflation
rates; (iv) adverse lawsuits or disputes; (v) credit, market or other risks arising from investing
activities; (vi) changes in the domestic and foreign economic conditions.
(f) Technical reserves for liabilities of insurance contract
The technical and mathematical reserves related to insurance, private pension and savings bonds
contracts, of the Company’s investees, are recognized according to the rules established by the National
Council of Private Insurance (“Conselho Nacional de Seguros Privados” in portuguese, or CNSP) on
insurance, private pension and savings bonds.
The technical reserves related to insurance contracts are recognized according to the rules established
by the National Agency of Supplemental Health (“Agência Nacional de Saúde Suplementar” in
portuguese, or ANS).
The amounts are determined based on the methods and hypothesis defined by the actuary and validated
by the Management, reflecting the current amount of the best estimate, on the calculation base date, of
the future obligations arising from insurance, private pension, savings bonds and health contracts.
In each reporting period the adequacy of its liabilities is analyzed for all contracts that are effective on
the execution date. Such procedure, named liabilities adequacy test, considers as net carrying amount
the liabilities of insurance contracts deducted of the deferred acquisition costs and the related intangible
assets.
To prepare this test, the actuarial methodology is adopted to estimate the present value of all future
cash flows from the actuarial assumptions that are valid on the test date. In this test, contracts are
grouped based on similar risks or when the insurance risk is managed together with the Management.
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10.5 – Critical accounting policies
The main assumptions adopted by the insurance companies to perform the liabilities adequacy test are
the following: (i) discount rate used to bring the projected flows to present value; (ii) loss ratio,
administrative and operating expenses, acquisition costs, cancellation, future contributions, partial
redemptions and conversions into income based on performance history; and (iii) mortality and
survivorship follow the biometric tables specially built on the experience in the Brazilian insurance
market.
(g) Legal provisions and liabilities
Legal liabilities are recognized in the financial statements when, based on the opinion of legal advisors
and Management, the risk of loss in a lawsuit or administrative proceedings is considered probable, with
a probable outflow of funds for the settlement of obligations and when the involved amounts are
measurable with sufficient certainty, being quantified upon the summons/legal notification.
The executive officers of the Company also inform that the amounts related to questionings related to
the illegality or unconstitutionality of taxes, contributions and other obligations of tax nature, are
provisioned notwithstanding the evaluation about the probability of favorable outcome and, therefore,
have their amounts fully recognized in the financial statements.
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10.6 - Internal controls related to the preparation of financial statements - Efficiency level
and the weakness and recommendations in the auditors’ report
A. Efficiency level of these controls, pointing out possible imperfections and arrangements
made to correct them
The executive officers believe that the internal controls system is structured to ensure the effectiveness
of its operations, information systems and compliance with the applicable rules. The system
effectiveness is permanently evaluated by independent auditors and the internal audit, which periodic
reports contribute to its continuous improvement. The executive officers inform in the reports issued
over the past years no failure that could put at risk the effectiveness of the Company’s internal controls
and continuity of its business was identified.
B. Weaknesses and recommendations on internal Controls included in the independent
auditors’ report
The executive officers inform that in the year 2012, the independent auditors of the Company have not
identified during the performance of the audit, deficiencies or recommendations on internal controls of
the company that could affect the opinion on the accounting statements for the year ended December
31, 2012.
For the year 2013 to date, the Company did not receive the updated report of the independent audit
firm on internal controls. The executive officers inform that such report is in finalization stage and, in
case there is any suggestion by the external auditors, Management will make its comments on such
suggestions in a restatement of the form of this Reference Form.
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10.7 - Use of proceeds from public offerings and possible deviations
A. Use of proceeds from offering.
In 2007, the Company raised R$775 million with the primary issue of 25 million Units, at the price of
R$31.00, the net proceeds of which were used in the settlement of loans and short-term credit facilities
and accelerated amortization of 35% of senior notes corresponding to US$71.7 million. The issue of
Units resulted in an increase in the Company’s consolidated shareholders’ equity from R$917.7 million in
2006 to R$1,960.4 million in 2007, and had an impact of R$42.4 million on the administrative expenses.
Additionally, the Company used part of the proceeds from the offering to consolidate its interest in
operating subsidiary, through the subsidiary Saepar Serviços e Participações S.A., successfully
performing the tender offer for purchase of shares in free float of Sul América Company Nacional de
Seguros on April 29, 2008. On July 29, 2008, the term for purchase of the remaining shares after the
tender offer for cancellation of the registration of SALIC as a publicly-held company expired. The
Company purchased 50,126,651 shares from SALIC and invested R$51.3 million in this transaction.
The proceeds from the initial public offering were used (i) for connection with the business partnership
to promote SulAmérica Auto insurance in the entire network of BV Financeira and BV Leasing, which
contemplated the initial payment of R$30.0 million, and also the possibility of an additional payment of
up to R$40.0 million, subject to the clause on future sales performance, (ii) for the acquisition of
BrasilSaúde and DentalPlan, companies of the health and dental insurance segment, for R$29.2 million
and R$31.1 million, respectively, (iii) for the expansion of physical presence, including the network of
back office to broker operations and new client service centers (inaugurated in 2008, 2009, 2010 and
2011), and (iv) for the acquisition and development of new underwriting, claim management and
decision support systems.
On January 4, 2012, the Company released a Material Fact statement informing that the Board of
Directors approved the first issue of simple non-convertible debentures, unsecured, in a single series,
issued by the Company, in the total amount of R$500.0 million for public distribution with restricted
placement efforts. On February 6, 2012, 50,000 debentures with face value of R$10,000.00 were
issued. The debentures were issued and fall due in five years counted from the issue date, that is,
February 6, 2017.
The executive officers comment that the face value of debentures will be amortized in three annual and
successive installments from the third year of their issue with the payment of interest every six months,
corresponding to 100% of the cumulative variation of daily average rates of one-day Interbank Deposits
(DI), over extra-group, plus a surcharge of 1.15% per year, defined in the bookbuilding procedure.
The net proceeds raised by the Company, with the issue of debentures, were used as follows:
(i) Meet the cash needs arising from the expansion of SulAmérica’s operations;
(ii) Restore cash after the settlement of senior notes in 2012; and
(iii) General corporate objectives.
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10.7 - Use of proceeds from public offerings and possible deviations
In addition, on February 13, 2012, as provided for in the Indenture, the Company settled senior notes
amounting to R$232.9 million (U$130.0 million). Additionally, they inform that on February 14, 2012,
R$124.0 million was paid relating to the swap transaction employed to hedge against exchange rate
fluctuations. The total amount paid for settling senior notes was R$357.0 million.
Finally, as of December 31, 2013, the Company had a total indebtedness equivalent to 14.3% of
shareholders’ equity.
B. Material deviations between the actual use of proceeds and the proposal for allocation
disclosed in the prospectus of the respective offering.
This item is not applicable, as there was no relevant deviation between the actual use of proceeds and
the proposals for allocation disclosed in the prospectus of the respective offering.
C. In the event there were any deviations, the reasons for them.
This item is not applicable, once there was no deviation.
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10.8 - Material items not reported in the financial statements
A. The assets and liabilities directly or indirectly held by the issuer, which are not reported in
the balance sheet (off-balance sheet items).
(i) There is no operating lease not reported in the financial statements for the past three fiscal years.
(ii) There is no receivables portfolio written-off in relation to which the Company has risks and
responsibilities not reported in the financial statements for the past three fiscal years.
(iii) There is no contract for future purchase or sale of products or services not reported in the financial
statements for the past three fiscal years.
(iv) There is no contract for construction, which is unfinished, that is not reported in the financial
statements for the past three fiscal years.
(v) There is no contract for future receipt of financing not reported in the financial statements for the
past three fiscal years.
B. Other items not reported in the financial statements.
There is no other item not reported in the financial statements for the past three fiscal years.
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10.9 - Comments on items not reported in the financial statements
A. The way these items change or could change revenues, expenses, income from operations,
investment expenses or other items of the issuer’s financial statements.
This item is not applicable to the Company, because there are no assets or liabilities held by the
Company not recognized in its balance sheet.
B. Nature and purpose of the transaction.
This item is not applicable to the Company, because there is no asset or liability held by the Company
not recognized in its balance sheet.
C. Nature and amount of the obligations taken on and the rights granted to the issuer arising
from the transaction.
This item is not applicable to the Company, because there is no asset or liability held by the Company
not recognized in its balance sheet.
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10.10 – Business plan
A. Investments, including:
i. Quantitative
investments.
and
qualitative
description
of
investments
in
progress
and
planned
SulAmérica continued to invest in the development of products and services, to meet the demands of
the Brazilian insurance market and improve service to brokers and clients. Investments were made in
the amount of R$68.8 million in 2013, of which R$63.3 million related to information technology.
In the area of information technology, the Company has allocated R$55.0 million to the software update
and purchase systems for improving processes in all business units. The other R$8.3 million was
invested in hardware, mainly in the modernization of technology for employees. Among the main
projects related to information technology, the executive officers mention: (i) the new system to support
the regulation of claims, (ii) the development of the online quoting system for brokers of the automobile
segment (iii) the completion of the migration of platform for e-mails, calendar and file sharing to the
cloud computing, and (iv) creation of a mobile platform, which allows access to health services by
phone.
During 2011, new partnerships were entered into, the agreement signed in April with Caixa Seguradora
S.A. (Caixa Seguros) in the auto segment being one of them.
SulAmérica expanded its service network to brokers and customers and ended 2013 with 37 Concierge
Auto Centers (C.A.S.A.s) and 86 branches throughout Brazil.
Finally, in 2014, SulAmérica intends to continue investing in the improvement of processes and services,
through the constant updating of underwriting, claims management and customer relationships systems
and widening its network of C.A.S.A.s. and branches.
ii. Investment funding sources.
In February 2007, the Company completed the issue of US$200 million Senior Notes, and, in October
2007, made an initial public offering of shares, totally primary, raising the amount of R$775 million
which net proceeds were used for settlement of loans and short-term credit facilities and the accelerated
amortization of 35% of the issue of Senior Notes, corresponding to US$71.7 million. The objective of
this transaction was to promote the adequacy of the Company’s asset and liability structure given the
opportunities for developing the markets in which it operates; besides, the Company can rely on the
profits of each year.
In February 2012 the Company issued simple non-convertible debentures, unsecured, in a single series,
totaling R$500.0 million for public offering with restricted placement efforts. In the same month, the
Senior Notes and the swap contracted to hedge against exchange rate fluctuations in the total amount
of R$357.0 million were settled.
iii. Material divestitures in progress and planned divestitures.
This item is not applicable, considering that there was no relevant divestitures in 2013.
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10.10 – Business Plan
B. Acquisitions of plants, equipment, patents or other assets that shall materially influence
the issuer’s productive capacity.
This item is not applicable, considering that there was no acquisition of plants, equipment, patents or
other assets that shall materially influence the productive capacity of the Company.
C. New products and services.
i./ii. Description of researches in progress which were already disclosed and the total amount
spent by the Company in researches on new product or service development.
The development of SulAmérica product is a responsibility of each business area. SulAmérica has
currently several products and services in research and development that shall be disclosed to the
market only when they are launched due to the competitive environment in the Brazilian insurance
market.
iii. Projects in development already disclosed.
SulAmérica has invested in several projects to improve its processes and services through the
development of systems for claim management and customer relationship, in specialized service
channels and modernization and implementation of business units and Concierge Auto Centers. The
executive officers inform that further information about projects in development already disclosed are
available in item 10.10.“a.1.” of this Reference Form.
iv. Total amounts spent by the issuer in the development of new products or services .
The investments made by SulAmérica in 2013 are described in item 10.10. “a.1” of this Reference Form.
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10.11 – Other factors with material influence
There is no other factor that materially influences the operating performance of the Company and that
has not been identified or commented in the other items of this section.
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11.1 - Disclosed projections and assumptions
The Company does not disclose projections and, therefore, opted for not including them in this
Reference Form, as provided for in article 20 of the CVM Instruction 480/09.
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11.2 - Follow-up and changes in disclosed projections
As informed in item 11.1, the Company does not disclose projections and, therefore, opted for not
included them in this Reference Form, as provided for in article 20 of CVM Instruction 480/09.
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12.1 - Description of the management structure
The management structure of the Company is composed of the Board of Directors and the Board of
Executive Officers, besides the advisory committees and the non-permanent Fiscal Council.
A. Duties of each body and committee:
Board of Directors.
According to art. 12 of the Company’s bylaws, amended on January 10, 2014, the Board of Directors of
the Company may be composed of a minimum of five and a maximum of 11 members, among which
one Chairperson, all individuals, resident or not in the Country, elected at the Shareholders’ Meeting for
an unified term of office of one year, reelection being permitted. The Annual Shareholders’ Meeting shall
set the number of Board of Directors members (observing the minimum and maximum numbers
provided for above) for each term of office. The elected members of the Board of Directors shall assume
office upon a record drafted and signed in the Book of Minutes of the Board of Directors’ Meetings and
stay in their respective offices until the installation date of their successors. The Company’s bylaws sets
forth that the positions of Chairperson of the Board of Directors and CEO cannot be accumulated by the
same person.
Since the Annual Shareholders’ Meeting of March 31, 2014, the number of Board of Directors members
that meet the independence requirements of the Level 2 Listing Rules of BM&FBovespa (“Level 2 Rules”)
is five, thus equivalent to 50% of the members in office, a percentage above the required in the
aforementioned rules, which is 20%.
In addition to the duties established by the Company’ Bylaws, transcribed below, the Company’s Board
of Directors has its mission and functional rules set out in its charter, approved on February 19, 2009,
and amended on February 25, 2014. According to this charter, the Board of Directors’ mission is to
contribute to the protection and valuation of the Company’s assets and act for its going concern. It shall
also promote the return on shareholders’ investments, based on a long-term perspective, sustainability
and adoption of the best corporate governance practices in the definition of business.
As established in article 14 of the Company’s Bylaws, the Board of Directors has the following duties: a)
provide business guidance to the Company and approve the annual budget of the Company, in addition
to business plan and targets and business strategy designed within the budget; b) elect and remove the
executive officers of the Company; c) oversee the management of executive officers, examine, at any
time, the books and papers of the Company, request information on the contracts entered into or about
to be entered into and any other act it deems necessary; d) convene the Shareholders’ Meeting; e)
comment on the management reports and accounts of the Board of Executive Officers; f) choose and
remove independent auditors, as well as approve the engagement of any other service of the Company’s
independent auditors or companies of the same group of said auditors other than those of the audit of
the financial statements; g) resolve on the acquisition of shares issued by the Company itself for
cancellation or holding in treasury; h) resolve on the disposal or cancellation of shares issued by the
Company itself which, for whatever reason, is held in treasury; i) resolve on the acquisition, disposal or
encumbrance of property and equipment items whose value, in a single or successive transactions in the
course of a same fiscal year is in excess of 5% of the Company’s equity recorded in the previous audited
balance sheet; j) resolve on the recognition of encumbrances and pledge guarantees to own obligations
whose value, in a single or successive transactions in the course of a same fiscal year is in excess of 5%
of the Company’s equity recorded in the previous audited balance sheet; k) resolve on the issue of
commercial promissory notes for public offering, in accordance with CVM Instruction 134/90, as
amended by CVM Instruction 292/98 and CVM Instruction 480/09; l) resolve on the capital increase of
the Company until the limit of authorized capital, taking into account that it may authorize the issue of
shares or subscription warrants; m) propose to the Shareholders’ Meeting the allocation of profit sharing
to managers or employees of the Company and provide for their respective distribution within the limits
set
in
the
Shareholders’
Meeting;
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12.1 - Description of the management structure
n) if approved in the Shareholders’ Meeting, set the compensation of the Board of Directors and Board
of Executive Officers in global amount, and the monthly fees of each member of the Board of Directors
and the Board of Executive Officers; o) examine and, as the case may be, propose to the Shareholders’
Meeting, the adoption by the Company of the Stock Option Plan to management members or employees
of the Company, or individuals who provide services to the Company or the companies under its control;
p) establish the conditions and rules for granting stock options within the limits and in accordance with
the Stock Option Plan approved in the Shareholders’ Meeting, as well as the administration of such Plan,
in case a committee is not created for this purpose; q) create committees and commissions, permanent
or temporary, and elect their members, with the objective to provide support to the Board of Directors
of the Company; r) resolve on any partnership of the Company as well as its participation in
shareholders’ agreements; s) resolve on (i) lease, financing and loans in amount in excess of 10% of the
shareholders’ equity of the Company, recorded on the previous audited balance sheet, and/or (ii) the
issue of simple nonconvertible debentures, under the terms of Article 59, paragraph 1 of Law 6,404/76;
t) authorize, when deemed necessary, the representation of the Company by a single officer or proxy;
u) open and close branches, agencies and offices anywhere in the national territory or abroad; v)
establish rules for the issue and cancellation of stock certificates (Units); w) express favorably or
contrary to any tender offer for the shares issued by the Company, through previous reasoned opinion,
issued in up to fifteen (15) days from the publication of the tender offer notice, which shall address at
least: (i) the convenience and timing of the tender offer as to the interest of the shareholders and in
relation to the liquidity of the securities it owns, (ii) the repercussions of the tender offer on the
interests of the Company, (iii) the strategic plans disclosed by the offeror in relation to the Company,
(iv) other issues that the Board of Directors deems relevant, as well as the information required by the
applicable rules established by the CVM; x) define and submit to the Shareholders' Meeting a list of
three companies specialized in the economic appraisal of companies for preparation of the appraisal
report of the Company's shares, in cases of tender offer for cancellation of registration as a public
company or delisting from Level 2, y) define the policy on securities trading of the Company, disclosure
of material act or fact, and related party transactions; and, z) perform other legal duties that are
conferred on it in the Shareholders’ Meeting, as well as to resolve the cases of omission or not provided
for in the Bylaws. The Board of Directors is also responsible for appointing one or more members of the
board of executive officers to the duties of vice-president among the financial, controllership and
corporate areas. The duties to which items ''d)'', ''m)'',''n)'', ''q)'',''t)'' and ''u)'' above refer may also be
delegated to the Chairperson of the Board of Directors upon favorable voting by the majority of the
Board of Directors members. The operations to which items ''i)'',''j)'', and ''s)'' refer, when at an amount
lower than that established in such items shall be the Board of Executive Officers’ residual responsibility.
The Chairperson of the Board of Directors may also determine the suspension of any matters submitted
to the examination of the Board of Directors, submitting them to the resolution of the Shareholders’
Meeting immediately called, in order to take a final resolution on the matter.
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12.1 - Description of the management structure
In addition to the mission of the Board and its organization rules, the charter of the Board of Directors
determine the duties of the Chairperson of the Board, the Corporate Secretary, and outlines the
advisory committees of the Board. In line with the best corporate governance practices, the charter
establishes within the annual meeting calendar of the Board of Directors, a minimum agenda that
provides for: (i) the presentation of at least one of the business or shared services units of the
Company; (ii) one presentation of the macroeconomic scenario; and (iii) at least, one presentation a
year on enterprise risk management (ERM) and internal controls.
The Board is annually submitted to an assessment of its performance as a collective body, and performs
the individual assessment of its members, of the chairperson and the Board Secretary. In addition, the
independent members of the Board perform a self assessment of their independence. Such assessment
processes are part of a constant improvement program of the Board of Directors’ practices.
Board of Executive Officers
The Board of Executive Officers of the Company, according to its Bylaws, is composed of a minimum of
three members and a maximum of six members, including the CEO. All executive officers shall be
individuals, whether shareholders or not, resident in the country, and elected or removed at any time by
the Board of Directors for a term of office of one year, reelection being permitted. The Board of Directors
may appoint one or more members from the Board of Executive Officers to the vice-president position
among the financial, controllership and corporate areas. The board of executive officers is currently
composed of a CEO, a vice-president and two executive officers. The vice-president is appointed Vicepresident of Controllership and Investor Relations. Besides the signature of the statements required by
the Level 2 Rules, the elected executive officers take office upon a record drafted and signed in the Book
of Minutes of the Board of Executive Officers Meeting, and shall remain in their offices until new elected
officers take office or investiture.
The executive officers of the Board of Executive Officers act as legal representatives of the Company
and are responsible for the executive management of the business and implementation of general
policies and guidelines established by the Board of Directors. To better performs its duties, the Board of
Executive Officers relies on the following deliberative bodies of SulAmérica: (i) Executive Committee
(COMEX), which examines and decides on corporate and strategic issues; (ii) Action Plan Valuation
Committee (COPA), which evaluates and approves the projects proposed by the Company’s units that
require investments or incur expenses in excess of the pre-established limits; and (iii) Corporate Risks
Committee, which evaluates and approves risk management policies and establishes the limits to be
observed in the Company’s operations, supporting the risk management strategy.
The CEO is responsible for the coordination of the Board of Executive Officers activities and oversees all
activities of the Company. The other executive officers are responsible for performing the duties defined
by the Board of Directors and the CEO.
The Investor Relations Officer, appointed by the Board of Directors, is responsible for disclosing the
material acts or facts that occurred in the Company’s business, as well as take responsibility for the
Company’s relationships with all market stakeholders and the regulatory and inspection authorities.
Also, the Board of Executive Officers, in meeting with its members, has full powers to take resolution on
any matters or business of the Company’s interests, except those provided for in the Law or in the
Bylaws as exclusive competence of the Meeting of Shareholders or Board of Directors.
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Advisory Committees of the Board of Directors.
Audit Committee.
The Audit Committee has the duty to monitor and evaluate the activities of internal and external audits,
risk and internal controls, the adequacy, transparency and technical quality of the information contained
in the financial reports of the Company. It shall also promote compliance with the Code of Ethics and
Compliance of the Company and advise the Board of Directors on the selection of independent auditors
and the executive officer responsible for internal audit, as well as for taking the necessary measures to
make sure that the Company’ businesses are guided by reliable financial controls, the operations are
carried out by observing the Codes of Ethics and Compliance of the Company, and the requirements of
regulation authorities, being also responsible to examine and evaluate the situations involving conflicts
of interests, transactions with related parties, internal controls and operational risks. The Audit
Committee is also responsible for maintaining communication channels between the management of the
Company, the internal audit and the independent audit, being able to receive accusations, secret or
note, internal and external to the Company, about matters related to the scope of its activities.
The Audit Committee’s duties, according to the respective Charter dated April 27, 2012 are the
following: (a) set the operating rules of the Audit Committee, observing the provisions of its own
charter, and discuss and establish the annual timetable of its meetings;(b) monitor the activities of
internal and independent audits, revising and previously approving the respective annual planning; (c)
evaluate the implementation or justification for the non-implementation by the Company’s management,
of the recommendations made by the independent or internal auditors; (d) monitor the Company’s
processes of identification and control by the management of the main business, financial and regulation
risks; (e) monitor the transparency of the information contained in the financial reports of the Company,
particularly regarding its integrity and technical quality; (f) periodically revise and monitor the fulfillment
of the Codes of Ethics and Compliance of the Company; (g) recommend the correction or improvement
of policies, practices and procedures identified in the scope of its duties; (h) assess the performance of
the Audit Committee itself, considering the effectiveness of its meetings and its operations, and the
compliance with the charter; (i) opine on the employment or removal of the independent auditor for
performing the independent external audit or any other service; (j) oversee the activities (i) of
independent auditors, to evaluate their independence, the quality of the provided services, and the
adequacy of the provided services to the needs of the Company and the annual planning of the external
audit works; (ii) of the internal controls area of the Company; (iii) of the internal audit area of the
Company, including evaluate the appointments made to occupy the position of executive officer
responsible for the internal audit of the Company and assess, on recommendation of the Board of
Directors, the performance of the executive officer responsible for internal audit; (iv) of the area of
preparation of the financial statements of the Company; (k) monitor the quality and integrity of internal
controls mechanisms, of the quarterly information, interim statements and financial statements of the
Company and of the information and measurements disclosed based on adjusted accounting and
nonaccounting data that add elements not provided for in the structure of usual reports on the financial
statements; (l) assess and monitor the risk exposures of the Company, also being able to require
detailed information on the policies and procedures related to the management compensation, the use
of the Company’s assets and the expenses incurred by the Company; (m) evaluate and monitor,
together with the management and the internal audit area, the adequacy of the transactions with
related parties made by the Company and its respective evidences; and (n) prepare an annual summary
report, to be presented together with the financial statements, containing the description of its activities,
the results and conclusions arrived at, and the recommendations made and any situation in which there
is significant divergence between the Company’s management, the independent auditors and the Audit
Committee in relation to the financial statements of the Company.
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The Committee Coordinator is also responsible for: (a) Chairing the Committee’s meetings;(b) promote
the fulfillment of standards and its charter; and (c) Submit to the Board of Directors the analyses,
opinions and reports prepared in the scope of the Committee.
Investment Committee.
The Investment Committee is responsible for (i) evaluating and revising the guidance on the investment
policy of the Company, (ii)monitor the income from the investments of the proprietary portfolio of the
Company (iii) evaluate the scenario and the trends in the financial market to base its investment
decisions, and (iv) verify the compliance of the investment portfolio of the Company with the investment
guidance provided by the Board of Directors, in line with the best practices of risk control in the
investment management.
Compensation Committee.
The Compensation Committee is responsible for assisting the Board of Directors in defining policies on
compensation of the Company’s management members, keeping constantly updated as to compensation
practices adopted by the market, and to review and monitor the assessment of the performance of
management members. The Compensation Committee is responsible for proposing a compensation
compatible with the best practices observed in the market where the Company operates for the
members of the Board of Directors, board of executive officers, fiscal council, and advisory committees
of the Board of Directors, whether statutory or non-statutory of the Company. Such committee may also
set the compensation of such people, when delegated by the Board of Directors.
Disclosure and Governance Committee.
The Disclosure and Governance Committee’s duties are (a) to monitor and oversee the provisions of the
Policy on Disclosure of Material Act or Facts and Securities Trading; (b) monitor and oversee the
obligations set out in Level 2 Rules, adopted by the Company; (c) permanently evaluate the Disclosure
and Trading Policy, and recommend its update, as deemed necessary; (d) recommend actions for the
wide disclosure of the Policy among the management members, technical and advisory body members,
as well as among individuals who, in view of their positions, have access to inside information; (e)
assure the adherence to the Policy by all people who have or may have knowledge of Material Act or
Fact, under the terms of the applicable legislation, periodically receiving an updated list of such persons;
(d) follow the ownership of securities by the management members of the Company and its subsidiaries,
and the transactions made with such securities, receiving a copy of the information monthly provided to
the CVM and BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuro (BM&FBovespa) with such
objective.
Sustainability Committee.
The Sustainability Committee has the main duties of (a) preparing and monitoring the implementation of
the sustainability policy of the Company and its respective programs, (b) advise the Board of Directors
and assist the other stakeholders in matters related to corporate sustainability; (c) prepare and propose
the sustainability strategy of the Company; (d) recommend and monitor the performance of the
sustainability strategy implementation activities of the Company; (e) perform the revision of the
Sustainability Policy of the Company, according the need of reformulation of the principles to reflect the
expectations of stakeholders and the challenges of the society; and (f) verify the fulfillment and
development of the guidelines contained in the Sustainability Policy of the Company.
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Fiscal Council.
The Company’s Fiscal Council is not permanent and shall only be installed upon request of the
shareholders according to the applicable legislation, and shall be composed of three to five effective
members and an equal number of alternates, who may be shareholders or not, elected at the same
Shareholders’ Meeting when its operation is requested. The investiture of Fiscal Council members is
conditioned to the signature of the Instrument of Agreement of the Fiscal Council Members mentioned in
the Level 2 Rules, as well as the fulfillment of the applicable legal requirements. The duties of the Fiscal
Council are those set out by Law 6,404/76, as amended by Law 10,303/01.
B. Fiscal Council’s installation date, if it is not permanent, and setting up of committees.
The advisory committees of the Board of Directors were created on the following dates: the
Compensation Committee on October 25, 2000; the Audit and Investment Committees on June 14,
2002, the Disclosure and Governance Committee on May 08, 2008; and the Sustainability Committee on
March 9, 2009, having started to report to the Board of Directors on February 23, 2011. Currently, the
Fiscal Council is not installed.
C. Performance assessment mechanisms of each body or committee.
The mechanism for assessing the performance of the Board of Executive Officers and Board of Directors
of the Company is based on financial and operating performance ratios as well as on satisfaction indexes
of the main stakeholders and sustainability goals.
Moreover, each year, the members of the Board of Directors of the Company participate in a process of
assessment of their own performance and the body as collective, identifying and proposing actions that
significantly contribute to the improvement of performance of the Board of Directors, addressing issues
related to the performance and interaction of advisory committees.
The members of the Board of Executive Officers of the Company are annually assessed by the Board of
Directors or Compensation Committee based on the targets set in management contracts, aligned with
the strategies of the Company.
The Company does not perform any performance assessment of the Committees.
For further information, see item 13 of this Reference Form.
D. In relation to the Board of Executive Officers members, their individual duties and powers.
The Board of Executive Officers is composed of a minimum of three and a maximum of six members,
one of which being the CEO, provided that the role of Vice President is appointed to one or more
members among the financial, controllership and corporate areas.
The Board of Executive Officers, when in board meeting of its members, has full powers to resolve any
issues or business of interest of the Company, except as provided by Law or in the Bylaws as exclusive
competence of the Shareholders’ Meeting or the Board of Directors.
The Company is represented (I) individually by the Chief Executive Officer, (ii) jointly by any two of
other members of the Board of Executive Officers, or also (iii) by an Officer and a proxy legally
appointed and with powers for this purpose.
The CEO is responsible for coordinating the activities of the Board of Executive Officers and supervising
all the activities of the Company.
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The Corporate and Investor Relations Vice President (Officer) is responsible for, among other duties,
that may be conferred on, managing the Company’s Policy on Material Act or and Securities Trading, as
well as to care for the Company’s relationship with all market stakeholders and regulatory and
inspection entities, being responsible for all information provided to the CVM and BM&FBovespa.
The Financial Vice President (Officer) is responsible for managing the financial, controllership, treasury,
accounting and legal areas, as well as the areas of risk and compliance of the Company.
Finally, the executive officers with no specific appointment are responsible for ensuring the fulfillment of
the accounting and tax rules, as well as coordinating the development and follow-up of the financial
budget and coordinating the preparation of managerial reports.
The current person in charge of assigning the duties to the member of the Board of Executive Officers is
the CEO of the Company, in compliance with the provisions of the sole paragraph of article 18 of the
Bylaws.
E. Mechanisms for assessing the performance of the members of the Board of Directors,
Committees and Board of Executive Officers .
The members of the Board of Executive Officers of the Company are annually assessed by the Board of
Directors or the Compensation Committee based on the fulfillment of targets established in the
management agreements, in alignment with the Company’s strategy.
Furthermore, each year, the members of the Board of Directors of the Company, participate in a process
of assessment of own performance, as provided in item 12.1, “c”, of this Reference Form.
The Company does not assess the performance of Committee members.
For further information, see item 13 of this Reference Form.
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12.2 - Rules, policies and practices related to shareholders’ meetings
A. Call periods.
The Shareholders’ Meetings of the Company are called at least fifteen days in advance, in first call
notice, and eight days in advance, in case of second call notice.
B. Powers.
Shareholders’ Meetings have powers to take resolution on the matters defined under the terms of Law
6,404/76 and Level 2 Rules of Corporate Governance.
C. Addresses (physical or electronic) in which the documents related to the Annual
shareholders’ Meeting will be available to shareholders for analysis purposes.
All documents prepared to organize the Shareholders’ Meeting and assist the participation of
shareholders at the event, including the shareholders’ instruction guide, are available in the Company’s
headquarters at Rua Beatriz Larragoti Lucas 121 parte, Cidade Nova, Rio de Janeiro, RJ, and may also
be viewed on the internet, on the website of the Company (www.sulamerica.com.br/ir, clicking on
“Corporate Governance”, submenu “Meetings”), CVM (www.cvm.gov.br, clicking on “Market PlayersPublic Company – ”ITR, DFP, IAN, IPE and other information”, filling out the field with part of the
Company’s name or the CNPJ number, after consultation, click on the name of the Company “Sul
América S.A.” and click on “Meeting” in the page that will be displayed) and BM&FBovespa’s
(www.bovespa.com.br, clicking on the menu “Markets” – ”Shares” – ”Companies” – ”Listed Companies”
– type the Company’s name, click on the tag “Material Information”, select the item “Meeting”).
D. Identification and management of conflicts of interests.
The Company applies for cases of conflict of interest in meetings decisions the rule of article 115 of Law
6,404/76. In addition, the Board of Directors of the Company approved, on February 23, 2011, the
Policy on Transactions with Related Parties and other situations that involve conflicts of interest,
providing for measures that the Company shall adopt to prevent or deal with conflicts of interest.
E. Request for proxies by management for exercising voting right.
The Company has not established rules, policies or practices, for the request of proxies by the
management for the exercise of voting right in Shareholders’ Meetings.
F. Formalities required for acceptance of proxy instruments appointed by shareholders,
pointing out whether the issuer accepts proxies appointed by shareholders by electronic
means.
In order to appoint proxies for the Shareholders’ Meetings, the shareholder must observe that according
to legal requirement (article 126, paragraph 1 of Law 6,404/76) the proxy instrument shall be less than
one year and the proxy must be a shareholder or the Company’s management members, attorney or
financial institution. The proxy must be notarized. The proxies appointed outside Brazil must be
notarized by a Certified Public Notary, signed by a Brazilian consulate, and translated into Portuguese by
a Sworn Translator.
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12.2 - Rules, policies and practices related to shareholders’ meetings
The Company clarifies that it does not accept proxies appointed by electronic means.
All necessary formalities for the acceptance of proxies by the Company are informed to the shareholder
through call notices of meetings, as well as in the shareholders’ guide to Shareholders’ Meeting, usually
made available by the Company on its website (www.sulamerica.com.br/ir, clicking on "Corporate
Governance", submenu "Meeting”), as well as on the pages of the CVM (www.cvm.gov.br, clicking on
"Market Players-Public Companies– "ITR, DFP, IAN, IPE and other information", filling out the field with
part of the Company’s name or the CNPJ number, after the consultation, click on the name of the
Company "Sul América S.A." and click on "Meeting" on the displayed page) and BM&FBovespa
(www.bovespa.com.br, clicking on the menu "Markets" – "Shares" – "Companies" – "Listed Companies"
– type the name of the Company, click on the tag "Relevant Information", select the item "Meeting").
G. Maintenance of forums and websites on the Internet designed to receive and share
comments from the shareholders on the meetings’ agenda.
In the Company’s investors relations website (www.sulamerica,com.br/ir), in the “Corporate
Governance”, “Management” session, is available the tool “Talk to the Board of Directors”, through
which the shareholders of Sul América S.A. may send their doubts and suggestions to the Board of
Directors, including regarding meeting agendas.
H. Live broadcast of meetings through video and/or audio.
The Company currently broadcasts live video and / or audio of its Meetings.
I. Mechanisms for enabling the inclusion of proposals formulated by the shareholders, in the
agenda.
The Company’s Board of Directors assesses the proposals and comments received from the Company’s
investors relations website, as mentioned in item “g” above.
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12.3 – Dates and newspapers in which information required by Law 6,404/76 are published
Fiscal year
12/31/2013
12/31/2012
12/31/2011
Publication
Newspaper - State
Dates
Diário Oficial do Estado - RJ
02/27/2014
Valor Econômico - RJ
02/27/2014
Call Notice of the Annual
Shareholders’ Meeting that examined
the Financial Statements
Diário Oficial do Estado - RJ
02/27/2014
Valor Econômico - RJ
02/27/2014
Minutes of the Annual Shareholders’
Meeting that examined the Financial
Statements
Diário Oficial do Estado - RJ
04/04/2014
Valor Econômico - RJ
04/04/2014
Financial Statements
Diário Oficial do Estado - RJ
02/28/2013
Valor Econômico - RJ
02/28/2013
Call Notice of the Annual
Shareholders’ Meeting that examined
the Financial Statements
Diário Oficial do Estado - RJ
03/05/2013
Valor Econômico - RJ
03/05/2013
Minutes of the Annual Shareholders’
Meeting that examined the Financial
Statements
Diário Oficial do Estado - RJ
05/10/2013
Valor Econômico - RJ
05/10/2013
Financial Statements
Diário Oficial do Estado - RJ
02/28/2012
Valor Econômico - RJ
02/28/2012
Call Notice of the Annual
Shareholders’ Meeting that examined
the Financial Statements
Diário Oficial do Estado - RJ
02/29/2012
Valor Econômico - RJ
02/29/2012
Minutes of the Annual Shareholders’
Meeting that examined the Financial
Statements
Diário Oficial do Estado - RJ
04/27/2012
Valor Econômico - RJ
04/27/2012
Financial Statements
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12.4 - Rules, policies and practices related to the Board of Directors
A. Frequency of meetings.
According to article 14, paragraph three, of the Company’s Bylaws, the Board of Directors shall meet on
regular basis once a quarter, and on extraordinary basis whenever called by the Chairman or two of its
members.
B. Provisions of the shareholders agreements setting forth restrictions or ties to the exercise
of the voting rights by the Board Members.
Not applicable, once the shareholders’ agreements of the Company do not provide for restriction or tie
to the exercise of the voting rights of the Board members.
C. Rules on identification and management of conflicts of interest.
According to article 13 and the paragraphs of the Company’s Bylaws, the following are prohibited to run
for election to the Board of Directors: (i) controlling shareholders in companies that may be considered
competitors in the market where the Company operates; (ii) occupy positions in companies that may be
considered competitors in the market where the Company operates, especially in advisory boards, board
of directors and fiscal council; or (iii) have conflicting interests with the Company, except in the cases
expressly approved by the Shareholders’ Meeting.
Also, according to Article 13 of the Bylaws, voting in the meetings of the Board of Directors is not
allowed to the Members who have conflict of interests with the Company, those in this situation are
required to manifest themselves prior to the voting. The declaration about the existence of impediment
of the Member who has conflict of interests with the Company shall be submitted to vote among the
members attending such meeting, the impediment being declared by a majority of votes, case in which
the Chair of the Board of Directors must not compute the vote casted by said Member in the matter in
which the conflict exists.
In addition, the Company also has the Policy on Transactions with Related Parties and other Situations
Involving Conflicts of Interest, which, in addition to the rule mentioned under the paragraph above,
establishes the possibility that, in case any management member fails to manifest his/her conflict of
interest, the other party attending the meeting may manifest the existence of such conflict, which will
be declared by the majority of the votes of the attendants to the meeting. The manifestation of conflict
of interest and the subsequent abstention should be registered in the minutes of the corresponding
meeting.
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12.5 - Description of covenant on resolution of conflicts through arbitration
As provided in article 47 of the Company’s Bylaws, and Section XIII of the Level 2 Listing Rules of
Corporate Governance, the Company, its shareholders, members of management and Fiscal Council
undertake to resolve, by means of arbitration before the Market Arbitration Chamber (under the
Arbitration Rules of such Chamber), all and any dispute or controversy that may arise amongst such
persons or between such persons and the Company, related to or resulting from the Level 2 Listing
Rules of Corporate Governance, the Contract for Participation in the Level 2 of Corporate Governance,
Sanction Rules, Covenants, particularly, about the application, validity, effectiveness, interpretation,
violation, and its effects, of the provisions contained in Law 6,404/76, in the Bylaws of the Company,
the rules issued by the National Monetary Council, Brazilian Central Bank and by the CVM, as well as
other rules applicable to the operation of the capital markets in general.
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12.6 / 8 – Composition and professional experience of management and fiscal council
Name
CPF
Age
Profession
Management body
Elected position
Election date
Investiture date
Term of office
Elected by the
parent
59
Economist
Member of the Board of Executive Officers only
10 – CEO / Superintendent
03/31/2014
03/31/2014
1 year
No
41
Attorney
Member of the Board of Executive Officers only
Officer with no specific appointment
03/31/2014
03/31/2014
1 year
No
56
Engineer
Member of the Board of Executive Officers only
12 – Investors Relations Officer
03/31/2014
03/31/2014
1 year
No
53
Accountant
Member of the Board of Executive Officers only
Executive officer with no specific appointment
03/31/2014
03/31/2014
1 year
No
70
Attorney
Member of the Board of Directors only
22 – Board of Directors (Effective)
03/31/2014
03/31/2014
1 year
Yes
54
Business
Administrator
59
Physician
Member of the Board of Directors only
20 - Chairman of the Board of Directors
03/31/2014
03/31/2014
1 year
Yes
Member of the Board of Directors only
27 – Independent member of the Board of Directors
(Effective)
Member of the Board of Directors only
27 - Independent member of the Board of Directors
(Effective)
Member of the Board of Directors only
22 - Board of Directors (Effective)
03/31/2014
03/31/2014
1 year
No
03/31/2014
03/31/2014
1 year
No
03/31/2014
03/31/2014
1 year
Yes
Other positions / duties performed in the issuer
Gabriel Portella Fagundes Filho
338.990.297-04
Committee Member
Leila Ribeiro de Azevedo e Gregório
048.172.347-17
None
Arthur Farme d’Amoed Neto
433.574.747-00
Vice-President Controllership and Investor Relations
Officer/ Committee Member
Laenio Pereira dos Santos
458.465.027-68
None
Jorge Hilário Gouvêa Vieira
008.563.637-15
None
Patrick Antonio Claude de Larragoiti Lucas
718.245.297-91
Committee Member
David Lorne Levy
705.865.471-93
None
Christopher John Minter
000.000.000-00
Committee Member
Carlos Infante Santos de Castro
339.555.907-63
Committee Member
47
Administrator
63
Engineer
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12.6 / 8 – Composition and professional experience of management and fiscal council
Name
CPF
Age
Profession
Management body
Elected position
Election date
Investiture date
Term of office
Elected by the
parent
Guilherme Affonso Ferreira
762.604.298-00
Committee Member
Isabelle Rose Marie de Ségur Lamoignon
029.102.447-50
None
62
Engineer
Member of the Board of Directors only
27 - Independent member of the Board of Directors
(Effective)
Member of the Board of Directors only
22 - Board of Directors (Effective)
03/31/2014
03/31/2014
1 year
Yes
03/31/2014
03/31/2014
1 year
Yes
Pierre Claude Perrenoud
056.932.027-55
Committee Member
Roberto Teixeira da Costa
007.596.358-20
Committee Member
Renato Russo
041.163.508-50
79
Business
Administrator
79
Economist
Member of the Board of Directors only
27 - Independent member of the Board of Directors
(Effective)
Member of the Board of Directors only
27 - Independent member of the Board of Directors
(Effective)
Member of the Board of Directors only
22 - Board of Directors (Effective)
03/31/2014
03/31/2014
1 year
Yes
03/31/2014
03/31/2014
1 year
Yes
09/01/14
09/01/14
03/31/15
Yes
Other positions / duties performed in the issuer
61
Insurance
company
53
Social scientist
Professional experience/Declaration of possible penalties
Gabriel Portella Fagundes Filho - 338.990.297-04
CEO of Sul América S.A. and subsidiaries since April 2013. Over the past five years, he occupied the position of Vice-President Executive Officer of the Health and Dental business
unit of SulAmérica, until taking office as CEO. He currently serves as Vice President of FenaSaúde - National Federation of Supplemental Health and is a board member of the IESS
- Institute for Studies on Supplementary Health. He graduated with a degree in Economics and a specialization in Business Administration. He has a degree in Economics from
Faculdade Cândido Mendes (RJ) with a specialization degree in Business Administration from the Pontifícia Universidade Católica of Rio de Janeiro (PUC-RJ). He has 39 years of
experience in the insurance market, having been the head of several divisions in SulAmérica itself, where he served as head of Commercial area and Health, Life and Private
Pension businesses, in addition to having been the Vice President of the joint venture of SulAmérica with Aetna, a US insurance company.
In the past five years, Gabriel Portella Fagundes Filho: (i) has not been convicted in any criminal action, whether or not final, or received indication as to current phase of
proceedings; (ii) does not have a decision rendered against him in any administrative proceedings commenced by CVM nor is subject to sanctions imposed, whether or not final, or
indicatation of whether the corresponding proceedings are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and
unappealable, against him in any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial
activity.
Leila Ribeiro de Azevedo e Gregório - 048.172.347-17
General Counsel of SulAmerica since October 2013. She joined the company in 2012, as Regulatory and Legal Affairs Superintendent, responsible for advisory and regulatory
litigations, especially with regard to the ANS, SUSEP, the Brazilian Central Bank and the CVM, and also attending to key areas of the company. She is a member of the
Ombudsman, Consumer Relations and Legal Affairs committees of the Brazilian Insurance Confederation (CNSeg) and a member of the Legal Committee of the FenaSaúde and
National Federation of Private Pension and Life (FenaPrevi). Member of the Legal Committee of the Institute for Studies on Private Health (“Instituto de Estudos de Saúde
Suplementar” in portuguese, or IESS). She graduated with a Law degree from the Pontifícia Universidade Católica of Rio de Janeiro (PUC-Rio) and LL.M. in Corporate Law from
Fundação Getúlio Vargas (FGV / RJ).
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Events occurring in the past five years: criminal convictions: none; does not have a judicial decision rendered against her in any administrative proceedings commenced by the
CVM nor is subject to sanctions imposed: none; an unfavorable decision, final and unappealable, in any legal action or administrative proceedings, as a result of which she is
suspended from or unable to discharge any professional or commercial activity: none.
Arthur Farme d’Amoed Neto - 433.574.747-00
Vice President of Control and Investor Relations for Sul America S.A. and a member of the Board of Executive Officers since September 2000. He joined the SulAmérica group in
1987 and since 1996 has been a member of Board of Executive Officers of the companies of the group. He held the position of Marketing and Planning Director until 1998.
Additionally, he was elected Officer of Corporate Finance in 1998, and also, at the same time, held the role of Officer of Investors Relations, for which he was selected in 2000.
Between 2007 and 2010, he was the Vice President of Corporate and Investors Relations, and since August 2011 has been responsible for the Finance and Control areas. He is also
member of the Governance and Disclosure Committee of the Company. Prior to joining the SulAmérica group, he worked at the public sector, in the real estate industry and in the
areas of insurance and economic consulting, from 1980 to 1987. He graduated with a degree in Civil Engineering from the Federal University of Rio de Janeiro (UFRJ) and received
a specialization in Finance from the Business Administration Institute COPPEAD of the Federal University of Rio de Janeiro (UFRJ) and in Corporative Governance from the Brazilian
Capital Markets Institute (IBMEC) and in Corporate Law and Capital Markets from Fundação Getúlio Vargas (FGV).
In the past five years, Arthur Farme d’Amoed Neto (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase of
proceedings; (ii) does not have decision a rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not
final, or indication of corresponding proceedings are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and unappealable,
against him in any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial activity.
Laenio Pereira dos Santos - 458.465.027-68
Member of Sul América S.A. Board of Executive Officers for the past five years, on which he has a seat since March 2007. He joined SulAmérica in 1981 and has served on the
board of executive officers of several of the group’s companies since 1998, overseeing their accounting divisions. Mr. Santos has been a member of the Administrative and
Financial Commission of CNSeg since 1998, having been elected its Vice President in 2005. In addition, he has also served on the accounting commissions of SUSEP and ANS since
2000 and 2007, respectively. He has a degree in accounting sciences from the Faculdade de Economia e Finanças do Rio de Janeiro in 1986. He also has a teaching degree in
accounting from the Faculdade do Centro Educacional de Niterói (FACEN).
In the past five years, Laenio Pereira dos Santos (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase of
proceedings; (ii) does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not
final, or indication of corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and
unappealable, against him in any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial
activity.
Jorge Hilário Gouvêa Vieira - 008.563.637-15
Member of the Board of Directors of Sul América S.A. for the past five years, on which he has a seat since 1996, having served on its Audit Committee from 2002 to 2012. He is
currently a partner in Gouvêa Vieira Advogados and member of the Board of Directors da Boa Esperança S.A.. He was the president of the CNSeg and has been the president of
FENASEG since 2010. He was the Finance Secretary for the State of Rio de Janeiro from 1987 to 1990, President of the CNSP from 1985 to 1987, member of the National Monetary
Council (“Conselho Monetário Nacional” in Portuguese, or CMN) 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 director of the CVM from 1979 to 1981 and 1977 to 1979, respectively. He was the vice-president of the Brazilian Association of
Publicly Traded Companies (“Associação Brasileira de Companhias Abertas” in portuguese, or ABRASCA) from 1981 to 1985 and member of its board of directors in 1995. He was
also a member of the executive board of the Brazilian Institute of Capital Markets (“Instituto Brasileiro de Mercado de Capitais” in portuguese, or IBMEC) and of the board of
directors of the following companies: Companhia Brasileira de Petróleo Ipiranga, MBR – Mineração Brasileiras Reunidas S.A.; Generali do Brasil – Companhia Nacional de Seguros;
White Martins S.A.; MRS Logística S.A.; Caemi Mineração e Metalurgia S.A.; VARIG – Viação Aérea Rio Grandense; Viva-Cred and IRB-Brasil Resseguros S.A.. He has a law degree
from Pontifícia Universidade Católica of Rio de Janeiro (PUC-RJ) and LL.M. from Berkeley University, California.
In the past five years, Jorge Hilário Gouvêa Vieira (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase of
proceedings; (ii) does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not
final, or indication of corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and
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unappealable, against him in any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial
activity.
Patrick Antonio Claude de Larragoiti Lucas - 718.245.297-91
For the past five years, he has been the Chairman of the Board of Directors of Sul América S.A. and its subsidiaries and the Chairman of its Investment, Compensation and
Governance and Disclosure committees. He joined Sul América S.A. in 1987, serving as CEO of the Company from 1998 to 2010 and of its subsidiaries from 1999 to 2010. He has
served on the board of the Geneva Association since 1999, chairman of the board of the IESS and the first vice-president of CNSeg, having served on 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 in Business Administration from the Fundação Getúlio Vargas of São Paulo (FGV-SP).
In the past five years, Patrick Antonio Claude de Larragoiti Lucas (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current
phase of proceedings; (ii) does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or
not final, or indication of corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and
unappealable, against him in any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial
activity.
David Lorne Levy - 705.865.471-93
Member of the Board of Directors of Sul América S.A. since January 10, 2014. He is an independent consultant for PwC Global Health Industries, of which he was the CEO from
2005 to 2013, hired specifically to re-launch the technology program for health information. Before joining PwC, he was the CEO of Franklin Health Inc., a company he founded.
Since 1983 he has been working on the development of medical and health care projects. He was the CEO of Corning Franklin Health and of Franklin Health – Personal Path
Systems. He has a medical degree from McGill University, with Ph.D. in epidemiology from the same university. He is a member of the American College of Preventative Medicine,
worked as professor in several institutions of the medical area in the United States and is a member of the Board of Trustees of the United Hospital Fund of New York City and of
the The Atlantic Council. He meets the applicable requirements under the Level 2 Listing Rules of BM&FBovespa.
In the past five years, David Lorne Levy (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase of proceedings; (ii)
does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not final, or indication of
corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and unappealable, against him in any
legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial activity.
Christopher John Minter - 000.000.000-00
Member of the Board of Directors da Sul América S.A. since January 10, 2014. In the past five years, he occupied senior positions in Deutsche Bank, especially as: Head of Private
Equity, Head of Corporate Investments and Head of Corporate Development, where he managed the Bank’s and institutional and private customers’ illiquid assets portfolios
through 2012, when he became in charge of the management of the main investment portfolio and the acquisitions and strategic and financial divestments of the Swiss Re group,
of which he is a member. From 1993 to 2001 he worked for PricewaterhouseCoopers in Prague and Zurich, where he advised international clients in an array of transactions. A
British citizen, he started his carrier in Grand Thornton in London. He meets the independence requirements under the Level 2 Listing Rules of BM&FBovespa. He has LL.M. from
University of Cambridge and is a member of the Institute of Chartered Accountants in England and Wales.
In the past five years, Christopher John Minter (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase of proceedings;
(ii) does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not final, or indication
of corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and unappealable, against him in
any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial activity.
Carlos Infante Santos de Castro - 339.555.907-63
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Member of the Board of Directors of Sul América S.A. in the past five years, where he has served since 2006, and member of its Investment Committee since 2002. He is a
member of the Board of Directors da Sul América Capitalização S.A. – Sulacap and of Caixa Capitalização. He was the corporate vice president and financial vice president financial,
as well as vice president and member of the board of directors of several operating subsidiaries of SulAmérica in the property and casualty insurance, health insurance, private
pension, investments, life insurance and saving bonds areas. He was the CEO of GTE-Multitel and executive officer for new businesses in the Cataguazes-Leopoldina Group in Rio
de Janeiro. He graduated in Electrical Engineering from the Pontifícia Universidade Católica of Rio de Janeiro (PUC-RJ), MBA and Master of Sciences in Industrial Engineering from
the University of Stanford, United States.
In the past five years, Carlos Infante Santos de Castro (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase of
proceedings; (ii) does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not
final, or indication of corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and
unappealable, against him in any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial
activity.
Guilherme Affonso Ferreira - 762.604.298-00
Member of the Board of Directors of Sul América S.A. since March 2010 and of its Compensation Committee since November 2010. He has been the CEO of Bahema Participações
S.A. since 1975. He is currently a member of the board of directors of a mining and construction materials manufacturing company, Eternit S.A., of a company of the textiles
sector, Tavex Brasil S.A., of Companhia Brasileira de Distribuição (Pão de Açúcar group), Valid S.A., Ideiasnet S.A., and Arezzo S.A. He is also a consulting member of the asset
managing company, Rio Bravo Investimentos S.A. DTVM and of the investment bank, Signatura Lazard Assessoria Financeira Ltda.. He is also a trustee of philanthropic
institutions, such as Instituto de Cidadania Empresarial, Lar Escola São Francisco, Sociedade Harmonia de Tênis, Associação Esporte Solidário and Instituto Ortopédico de
Campinas. In the past five years, he sat on the board of directors of Unibanco Holding, Submarino S.A., Santista Têxtil, Unibanco - União de Bancos Brasileiros S.A., B2W, and
Avipal. He graduated in Production Engineering from Escola Politécnica of Universidade de São Paulo (USP) and also studied Economics and Politics in Macalester College. He meets
the independence requirements set forth under the Level 2 Rules of Differentiated Corporate Governance Practices of BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros.
In the past five years, Guilherme Affonso Ferreira (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase of
proceedings; (ii) does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not
final, or indication of corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and
unappealable, against him in any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial
activity.
Isabelle Rose Marie de Ségur Lamoignon - 029.102.447-50
Member of the Board of Directors of Sul América S.A. in the past five years, on which she has served since 1993. She was an executive officer of Sulasa Participações S.A. since
1993 and as a member of the Board of Directors of Sul América Capitalização S.A. – Sulacap since 2002. She sat on the Board of Directors of Sul América S.A.’s subsidiaries from
2005 through 2009. She was a member of the Strategy Committee from 1998 to 2002, having attended from 1993 to 1994 the Management Development Program (“PDG”) in Rio
de Janeiro.
In the past five years, Isabelle Rose Marie de Ségur Lamoignon (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase
of proceedings; (ii) does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not
final, or indication of corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and
unappealable, against him in any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial
activity.
Pierre Claude Perrenoud - 056.932.027-55
Member of the Board of Directors of Sul América S.A. in the past five years, on which he has served since 2000. From 1960 to 1990, he occupied several positions in Swiss Re and
was responsible for its operations in Latin America and other countries. He is graduated in Business Administration from Neuchatel Business School, Switzerland, and in Hispanic
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Version: 19
Studies from the University of Madrid. He meets the independence requirements set forth in the Level 2 Rules of Differentiated Corporate Governance Practices of BM&FBovespa
S.A.
In the past five years, Pierre Claude Perrenoud (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase of proceedings;
(ii) does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not final, or indication
of corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and unappealable, against him in
any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial activity.
Roberto Teixeira da Costa - 007.596.358-20
Member of the Board of Directors of Sul América S.A. in the past five years, on which he has served since 1999, and member of the Compensation Committee since 2002 and of
the Governance and Disclosure Committee since 2008, besides being a member of the Sustainability Committee since 2011, and the Investment Committee since 2014. He was
member of the Audit Committee of the Company from 2008 to 2010. He was the international chairman of the Latin America Business Board (CEAL) from 1998 to 2000 and the
first chairman of the CVM. He acted as trustee in the International Accounting Standards Committee Foundation (IASCF) from its creation in 2001 to 2007. He was a member of
the board of directors of the Bunge Alimentos and of the Inter-American Dialogue in Washington, D.C., on which advisory board he currently serves. He is president of the
BM&FBovespa Arbitration Chamber, member of the board of directors of BNDESPAR – BNDES Participações S.A. and member of the advisory boards of HVS – Consultoria e
Participações, Companhia Brasileira de Distribuição (Pão de Açúcar) and Banco Latinoamericano de Exportaciones S.A.. He is a member of the board of trustees of Fundação Padre
Anchieta. He is the founding partner and board member of the Brazilian Center for International Relations (CEBRI) and a member of the International Scenario Analysis Group
(GACINT) of Universidade of São Paulo (USP). He meets the independence requirements set forth in Level 2 Rules of Differentiated Corporate Governance Practices of
BM&FBovespa. He graduated in Economics from the Universidade Federal do Rio de Janeiro (UFRJ).
In the past five years, Roberto Teixeira da Costa (i) has not been convicted in any criminal action, whether or not final, or received an indication as to current phase of
proceedings; (ii) does not have a decision rendered against him in any administrative proceedings commenced by the CVM nor is subject to sanctions imposed, whether or not
final, or indication of corresponding proceedings that are in appeal on the Council of Appeals of the National Financial System; and (iii) there are no decisions, final and
unappealable, against him in any legal action or administrative proceedings, as a result of which he is suspended from or unable to discharge any professional or commercial
activity.
Renato Russo - 041.163.508-50
Renato Russo is a member of the Board of Directors of Sul América S.A. since September 2014. He has considerable expertise in the banking and insurance markets and took on
many positions of leadership in the trade associations of such markets. He has been with SulAmérica for 23 years, where he worked in many positions, including as Risk Manager
of Banco Sul América, General Executive Officer of Sul América Investimentos and Vice-President of the Health and Private Pension business unit. Before that, Mr. Russo was the
Administrative Manager of mutual funds of Banco Crefisul, from 1984 to 1989. Currently, he is a partner of R2DM Liderança e Gestão Organizacional. Mr. Russo hasa degree in
Social Sciences from USP (1981-1985), in São Paulo, obtained a Certificate in the Advanced Management Program of Wharton Business School (2001) and MBA in Administration
with concentration on strategy from INSPER, in São Paulo (2007-2010).
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12.7 – Composition of statutory committees and audit, financial and compensation committees
Name
CPF
Other positions / duties performed in the
issuer
Carlos Infante Santos de Castro
339.555.907-63
Member of the Board of Directors
Committee type
Description of
other
committees
Occupied position
Description of other occupied
position
Profession
Age
Penalties
Audit Committee
Professional Experience /
Declaration of possible penalties
Committee Member (Effective)
Engineer
03/31/2014
1 year
63
03/31/2014
Member of the Board of Directors of Sul América S.A. in the past five years, on which he has served
since 2006, and a member of the Investment Committee since 2002. He is currently a member of the
Board of Directors da Sul América Capitalização S.A. – Sulacap and of Caixa Capitalização. He has
been the corporate vice president and financial vice president, as well as vice president and member of
board of directors in several operating subsidiaries of SulAmérica in the property and casualty
insurance, health insurance, private pension, investments, life insurance and saving bonds areas. He
was the CEO of GTE-Multitel and executive officer for new businesses in the Cataguazes-Leopoldina
Group in Rio de Janeiro. He has a degree in Electrical Engineering from the Pontifícia Universidade
Católica of Rio de Janeiro (PUC-RJ), MBA and Master of Sciences in Industrial Engineering from the
University of Stanford, United States.
President of the Committee
Economist
03/31/2014
1 year
72
03/31/2014
Member of the Audit Committee of Sul América S.A. since 2010, he was the Vice President Corporate
Executive Officer of SulAmérica Seguros from 1998 to 2003. He was the partner in charge of the
Arthur Andersen Audititoria e Consultoria in Rio de Janeiro from 1967 to 1998. He is an advisor for the
Audit Committee of MMX Mineração e Metálicos and member of the Advisory Board of IBEU. He has a
degree in Economic Sciences from the Universidade do Estado do Rio de Janeiro and in Accounting
Sciences from the Universidade Gama Filho, with a post-graduation degree in Capital Markets from
Fundação Getúlio Vargas.
Committee Member (Effective)
Administrator
03/31/2014
1 year
47
03/31/2014
Member of the Board of Directors da Sul América S.A. since January 10, 2014, he is responsible for
managing the main investment portfolio and the acquisitions and strategic and financial divestments of
the Swiss Re group. Before joining such group, between 2001 and 2002, he occupied many senior
positions in Deutsche Bank, especially as Head of Private Equity, Head of Corporate Investments and
Head of Corporate Development. In these positions, he managed the illiquid assets portfolios of the
Bank and corporate and private customers through 2012. From 1993 to 2001 he worked for
PricewaterhouseCoopers in Prague and Zurich, where he advised international clients in an array of
transactions. A British citizen, he started his carrier in
Grand Thornton in London. He meets the
independence requirements set forth in Level 2 Rules of BM&FBovespa. He has a LL.M. from University
of Cambridge and is a member of the Institute of Chartered Accountants in England and Wales).
Committee Member (Effective)
Business
03/31/2014
1 year
Administrator
36
03/31/2014
Member of the Audit Committee of Sul América S.A since 2010. Since 2008 he is senior analyst in Rio
Bravo Investimentos, and from April 2007 to April 2008 he was an Executive Officer of Banco Pactual
S.A. He occupied a position of manager in Unibanco - União de Bancos Brasileiros S.A. from August
2005 to April 2007. He has a degree in Business Administration from Fundação Getúlio Vargas (2003)
with specialization course in administration from Fundação Getúlio Vargas, completed in December
2006.
Carlos José da Silva Azevedo
041.144.347-04
None
Audit Committee
Christopher John Minter
000.000.000-00
Member of the Board of Directors
Audit Committee
Jorge Augusto Hirs Saab
Audit Committee
294.669.798-33
None
Election date
Investiture date
Term of office
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Pierre Claude Perrenoud
056.932.027-55
Member of the Board of Directors
Version: 19
Audit Committee
Committee Member (Effective)
Administrator
03/31/2014
1 year
78
03/31/2014
Member of the Board of Directors of Sul América S.A. since 2000, in 2012 he was elected
member of the Audit Committee. From 1960 to 1990, he occupied several positions in Swiss
Re and was responsible for its operations in Latin America and other countries. He is
currently a member of the board of directors of captive insurers and reinsurers in several
countries. He has a degree in Business Administration from Neuchatel Business School,
Switzerland, and in Hispanic Studies from the University of Madrid. He meets the
independence requirements set forth in the Level 2 Rules of Differentiated Corporate
Governance Practices of BM&FBovespa S.A.
12.7 – Composition of statutory committees and audit, financial and compensation committees
Name
CPF
Other positions / duties performed in the issuer
Type of
committee
Description of
other
committees
Guilherme Affonso Ferreira
762.604.298-00
Member of the Board of Directors
Luiz Fernando Sanzogo Giorgi
064.116.138-77
Compensation
committee
Compensation
committee
Patrick Antonio Claude de Larragoiti Lucas
718.245.297-91
Chairman of the Board of Directors
Roberto Teixeira da Costa
007.596.358-20
Member of the Board of Directors
Álvaro Augusto de Freitas Almeida
415.404.920-87
None
Arthur Farme d'Amoed Neto
433.574.747-00
Vice-President Controllership and Investors Relations
Officer
Occupied position
Profession
Election date
Description of other
occupied positions
Age
Investiture date
Professional Experience /
Declaration of possible
penalties
Committee Member (Effective)
Penalties
Term of office
Engineer
62
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Administrator
49
03/31/2014
03/31/2014
1 year
Compensation
committee
Chairman of the Committee
Business
Administrator
54
03/31/2014
1 year
Compensation
committee
Committee Member (Effective)
Economist
79
03/31/2014
03/31/2014
1 year
Other Committees
Sustainability
Committee
Other Committees
Sustainability
Committee
Committee Member (Effective)
Journalist
49
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Engineer
56
03/31/2014
03/31/2014
1 year
03/31/2014
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Version: 19
12.7 - Composition of statutory committees and audit, financial and compensation committees
Name
CPF
Other positions / duties performed in the issuer
Arthur Farme d’Amoed Neto
433.574.747-00
Committee type
Description of
other
committees
Other Committees
Governance and
Disclosure
Committee
Vice-President Controllership and Investors Relations Officer
Carlos Infante Santos de Castro
Other Committees
339.555.907-63
Investment
Member of the Board of Directors
Committee
Christopher John Minter
Other Committees
000.000.000-00
Governance and
Member of the Board of Directors
Disclosure
Committee
Domingos Carelli Netto
Other Committees
039.286.408-87
Investment
None
Committee
Gabriel Portella Fagundes Filho
Other Committees
338.990.297-04
Sustainability
Chief Executive Officer
Committee
Gabriel Portella Fagundes Filho
Other Committees
338.990.297-04
Governance and
Chief Executive Officer
Disclosure
Committee
Marco Antônio Antunes da Silva
Other Committees
045.965.588-41
Sustainability
Committee
Patrícia Quirico Coimbra
Other Committees
942.767.907-78
Sustainability
Committee
Position held
Description of other
positions held
Profession
Age
Professional Experience /
Declaration of possible
penalties
Committee Member (Effective)
Penalties
Election date
Investiture date
Term of office
Engineer
56
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Engineer
63
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Administrator
47
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Engineer
70
03/31/2014
03/31/2014
1 year
Chairman of the Committee
Economist
59
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Economist
59
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Administrator
50
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Economist
45
03/31/2014
03/31/2014
1 year
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Version: 19
12.7 - Composition of statutory committees and audit, financial and compensation committees
Name
CPF
Committee type
Description of
other
committees
Other positions / duties performed in the issuer
Patrick Antonio Claude de Larragoiti Lucas
718.245.297-91
Chairman of the Board of Directors
Patrick Antonio Claude de Larragoiti Lucas
718.245.297-91
Chairman of the Board of Directors
Renato Bueno Terzi
137.781.828-46
Roberto Teixeira da Costa
007.596.358-20
Member of the Board of Directors
Roberto Teixeira da Costa
007.596.358-20
Member of the Board of Directors
Roberto Teixeira da Costa
007.596.358-20
Member of the Board of Directors
Other Committees
Position held
Description of other
positions held
Profession
Age
Professional Experience /
Declaration of possible
penalties
Chairman of the Committee
Penalties
Investment
Committee
Other Committees
Governance and
Disclosure
Committee
Other Committees
Sustainability
Committee
Other Committees
Governance and
Disclosure
Committee
Other Committees
Sustainability
Committee
Other Committees
Investment
Committee
Chairman of the Committee
Election date
Investiture date
Business
Administrator
54
03/31/2014
Business
Administrator
54
03/31/2014
Term of office
1 year
03/31/2014
1 year
03/31/2014
Committee Member (Effective)
Engineer
44
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Economist
79
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Economist
79
03/31/2014
03/31/2014
1 year
Committee Member (Effective)
Economist
79
03/31/2014
03/31/2014
1 year
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Version: 19
12.9 - Existing conjugal relationship, common-law marriage or relatives up to once removed related to the management
members of the issuer, subsidiaries and parent companies
CPF
Business name of the
issuer, subsidiary or parent
company
CNPJ
718.245.297-91
Sul América S.A.
29.978.814/0001-87
438.807.387-34
Sulasa Participações S.A.
73.828.899/0001-09
Management member of the issuer or
subsidiary
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors of Sul América
S.A.
Member of the Board of Executive Officers of Sul
América S.A.
Member of the indirect parent company of Sul
América S.A., Sulasa Participações S.A.
Related person
Chantal de Larragoiti Lucas
Shareholder
Note
718.245.297-91
Sul América S.A.
29.978.814/0001-87
606.836.517-49
Sulasa Participações S.A.
73.828.899/0001-09
Management member of the issuer or
subsidiary
Isabelle Rose Marie de Ségur Lamoignon
Member of the Board of Directors of Sul América
S.A.
Member of the Board of Executive Officers of the
indirect parent company of Sul América S.A., Sulasa
Participações S.A.
029.102.447-50
Sul América S.A.
29.978.814/0001-87
Name
Position/Duty
Management member of the issuer or
subsidiary
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors of Sul América
S.A.
Member of the Board of Executive Officers of the
indirect parent company of Sul América S.A., Sulasa
Participações S.A.
Related person
Christiane Claude de Larragoiti Lucas
Shareholder
Note
Kinship with the management
member of the issuer or
subsidiary
Brother or Sister (1st degree of
consanguinity)
Brother or Sister (1st degree of
consanguinity)
Brother or Sister (1st degree of
consanguinity)
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Related person
Sophie Marie Antoinette de Ségur
Shareholder
Note
Version: 19
029.102.487-47
Sulasa Participações S.A.
73.828.899/0001-09
12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
339.555.907-63
Control
Direct parent company
Control
Indirect subsidiary
Control
Indirect subsidiary
Fiscal year December 31, 2013
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sulasapar Participações S.A.
Member of the Board of Directors
Note
03.759.567/0001-34
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
339.555.907-63
Related person
Sul América Companhia Nacional de Seguros
Member of the Board of Directors
Note
33.041.062/0001-09
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Seguro de Pessoas e Previdência S.A.
Member of the Board of Directors
Note
339.555.907-63
01.704.513/0001-46
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Version: 19
12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Companhia Seguro Saúde
Member of the Board of Directors
Note
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Investimentos Distribuidora de Títulos e Valores
Imobiliários S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Saúde Companhia de Seguros
Member of the Board of Directors
Note
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Odontológico S.A.
Member of the Board of Directors
Note
339.555.907-63
Control
Indirect subsidiary
Control
Indirect subsidiary
Control
Indirect subsidiary
Control
Indirect subsidiary
01.685.053/0001-56
339.555.907-63
32.206.435/0001-83
339.555.907-63
60.831.427/0001-63
339.555.907-63
11.973.134/0001-05
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Version: 19
12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
Management member of the Issuer
Isabelle Rose Marie de Ségur Lamoignon
Member of the Board of Directors
Related person
Sulasapar Participações S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sulasapar Participações S.A.
Chairman of the Board of Directors
Note
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
029.102.447-50
Control
Direct parent company
Control
Direct parent company
Control
Indirect subsidiary
03.759.567/0001-34
718.245.297-91
03.759.567/0001-34
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
339.555.907-63
Related person
Sul América Capitalização S.A. - Sulacap
CEO of the Board of Executive Officers
Note
03.558.096/0001-04
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Version: 19
12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Companhia Nacional de Seguros
Chairman of the Board of Directors
Note
718.245.297-91
Control
Indirect subsidiary
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
718.245.297-91
Control
Indirect subsidiary
Control
Indirect subsidiary
Related person
Sul América Seguros de Pessoas e Previdência S.A.
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Companhia de Seguro Saúde
Chairman of the Board of Directors
Note
33.041.062/0001-09
01.704.513/0001-46
718.245.297-91
01.685.053/0001-56
256
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Version: 19
12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Investimentos Distribuidora de Títulos e Valores
Imobiliários S.A.
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Saúde Companhia de Seguros
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Capitalização S.A. - Sulacap
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Odontológico S.A.
Chairman of the Board of Directors
Note
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
718.245.297-91
Control
Indirect subsidiary
Control
Indirect subsidiary
Control
Indirect subsidiary
Control
Indirect subsidiary
32.206.435/0001-83
718.245.297-91
60.831.427/0001-63
718.245.297-91
03.558.096/0001-04
718.245.297-91
11.973.134/0001-05
257
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Version: 19
12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
339.555.907-63
Control
Direct parent company
Control
Indirect subsidiary
Control
Indirect subsidiary
Fiscal year 12/31/2012
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sulasapar Participações S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Companhia Nacional de Seguros
Member of the Board of Directors
Note
03.759.567/0001-34
339.555.907-63
33.041.062/0001-09
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
339.555.907-63
Related person
Sul América Seguros de Pessoas e Previdência S.A.
Member of the Board of Directors
Note
01.704.513/0001-46
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Version: 19
12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Companhia Seguro Saúde
Member of the Board of Directors
Note
339.555.907-63
Control
Indirect subsidiary
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
339.555.907-63
Control
Indirect subsidiary
Control
Indirect subsidiary
Related person
Sul América Investimentos Distribuidora de Títulos e Valores
Imobiliários S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Saúde Companhia de Seguros
Member of the Board of Directors
Note
01.685.053/0001-56
32.206.435/0001-83
339.555.907-63
60.831.427/0001-63
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12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
339.555.907-63
Control
Indirect subsidiary
Control
Direct parent company
Control
Indirect subsidiary
Control
Direct parent company
Related person
Sul América Odontológico S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Isabelle Rose Marie de Ségur Lamoignon
Member of the Board of Directors
Related person
Sulasapar Participações S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Jorge Hilário Gouvêa Vieira
Member of the Board of Directors
Related person
Sul América Seguro Saúde S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
11.973.134/0001-05
029.102.447-50
03.759.567/0001-34
008.563.637-15
86.878.469/0001-43
718.245.297-91
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12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
Related person
Sulasapar Participações S.A.
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Companhia Nacional de Seguros
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Seguros de Pessoas e Previdência S.A.
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas Chairman of the Board
of Directors
Related person
Sul América Companhia de Seguro Saúde
Chairman of the Board of Directors
Note
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
Control
Indirect subsidiary
Control
Indirect subsidiary
Control
Indirect subsidiary
03.759.567/0001-34
718.245.297-91
33.041.062/0001-09
718.245.297-91
01.704.513/0001-46
718.245.297-91
01.685.053/0001-56
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12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Investimentos Distribuidora de Títulos e Valores
Imobiliários S.A.
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Seguro Saúde S.A.
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Saúde Companhia de Seguros
Chairman of the Board of Directors
Note
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
718.245.297-91
Control
Indirect subsidiary
Control
Indirect subsidiary
Control
Indirect subsidiary
32.206.435/0001-83
718.245.297-91
86.878.469/0001-43
718.245.297-91
60.831.427/0001-63
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12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
718.245.297-91
Control
Indirect subsidiary
Subordination
Direct parent company
Subordination
Indirect subsidiary
Related person
Sul América Odontológico S.A.
Chairman of the Board of Directors
Note
11.973.134/0001-05
Fiscal year December 31, 2011
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sulasapar Participações S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Seguros de Pessoas e Previdência S.A.
Member of the Board of Directors
Note
339.555.907-63
03.759.567/0001-34
339.555.907-63
01.704.513/0001-46
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12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
339.555.907-63
Subordination
Indirect subsidiary
Subordination
Indirect subsidiary
Subordination
Indirect subsidiary
Subordination
Indirect subsidiary
Related person
Sul América Companhia Nacional de Seguros
33.041.062/0001-09
Member of the Board of Directors
Note
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
339.555.907-63
Related person
Sul América Companhia Seguro Saúde
01.685.053/0001-56
Member of the Board of Directors
Note
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
339.555.907-63
Related person
Sul América Investimentos Distribuidora de Títulos e Valores
Imobiliários S.A.
Member of the Board of Directors
Note
32.206.435/000183
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
Related person
Sul América Saúde Companhia de Seguros
Member of the Board of Directors
Note
339.555.907-63
60.831.427/0001-63
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12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
Management member of the Issuer
Carlos Infante Santos de Castro
Member of the Board of Directors
339.555.907-63
Subordination
Indirect subsidiary
Subordination
Direct parent company
Subordination
Indirect subsidiary
Related person
Sul América Odontológico S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Isabelle Rose Marie de Ségur Lamoignon
Member of the Board of Directors
Related person
Sulasapar Participações S.A.
Member of the Board of Directors
Note
Management member of the Issuer
Jorge Hilário Gouvêa Vieira
Member of the Board of Directors
Related person
Sul América Seguro Saúde S.A.
Member of the Board of Directors
Note
11.973.134/0001-05
029.102.447-50
03.759.567/0001-34
008.563.637-15
86.878.469/0001-43
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12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sulasapar Participações S.A.
Chairman of the Board of Directors
Note
718.245.297-91
Subordination
Direct parent company
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
718.245.297-91
Subordination
Indirect subsidiary
Subordination
Indirect subsidiary
Subordination
Indirect subsidiary
Related person
Sul América Companhia Nacional de Seguros
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Seguros de Pessoas e Previdência S.A.
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas Chairman of the Board
of Directors
03.759.567/0001-34
33.041.062/0001-09
718.245.297-91
01.704.513/0001-46
718.245.297-91
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12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
Related person
Sul América Companhia de Seguro Saúde
Chairman of the Board of Directors
Note
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
Subordination
Indirect subsidiary
Subordination
Indirect subsidiary
Subordination
Indirect subsidiary
01.685.053/0001-56
718.245.297-91
Related person
Sul América Investimentos Distribuidora de Títulos e Valores
Imobiliários S.A.
Chairman of the Board of Directors
Note
32.206.435/0001-83
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
718.245.297-91
Related person
Sul América Seguro Saúde S.A.
Chairman of the Board of Directors
Note
86.878.469/0001-43
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
718.245.297-91
Related person
Sul América Saúde Companhia de Seguros
Chairman of the Board of Directors
Note
60.831.427/0001-63
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12.10 - Relationships of subordination, service provision or control between management members and subsidiaries, parent
companies, and others
Name
Position/Duty
Management member of the Issuer
Patrick Antonio Claude de Larragoiti Lucas
Chairman of the Board of Directors
Related person
Sul América Odontológico S.A.
Chairman of the Board of Directors
Note
CPF/CNPJ
Type of relationship of the management
member with the related person
Type of related person
718.245.297-91
Subordination
Indirect subsidiary
11.973.134/0001-05
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12.11 - Agreements, including insurance policies, for payment or reimbursement for the
expenses covered by management members
The Company has a unique Directors and Officers liability insurance (D&O) policy for the members of the
Board of Directors and Board of Executive Officers, having as object the payment of losses owed by the
insured provided that: (i) the complaint is unknown at the moment of the insurance contract date; (ii)
the triggering event occurred during the effective period or retroactive period; (iii) the complaint is filed
during the effective period, additional period, when applicable, or supplementary period, if contracted.
The current maximum coverage limit is U$50,000,000.00 (fifty million dollars). The effective period is
from September 15, 2013 to September 15, 2014, the policy includes the management members
(members of the Board of Directors and Board of Executive Officers and the members of statutory
advisory committees) of the issuer and all of its direct and indirect subsidiaries mentioned in item 8.1 of
this form. The net premium of this policy amounted to R$432,167.00.
Although the Company contracted the described policy, there are certain types of risks that may not be
covered by it (such as malicious acts, fines, new securities offerings). Therefore, in case any of such
non-covered events occur, the Company may incur additional costs.
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12.12 - Other material information
The information on the positions held by the Company’s Board Members in the Fiscal Council,
committees and executive bodies in other companies or entities were provided in items 12.6/8, there
being no additional information to be provided.
Shareholders’ Meeting Date
Opening on Second Call
(Yes or Not)
Exact Quorum for
Opening
03.31.2011 ...................................
NO
77.53%
03.30.2012 ...................................
NO
80.91%
04.04.2013 ...................................
NO
80.70%
For the purposes of item 12.3 of this Reference Form, the Company clarifies that it does not release
Notice to Shareholders, under the terms of article 133, paragraph 5 of Law 6,404/76.
The dates indicated in item 12.3 related to the publication of the minutes of the Annual Shareholders’
Meeting that will examine the financial statements for the fiscal year ended December 31, 2013 are the
estimated publication dates.
We inform below the passport numbers of Christopher John Minter and David Lorne Levy (who are not
enrolled with CPF/MF) because of the impossibility of informing the alphanumeric data in item 12.6, as it
is the case of the passport.
Passport of Christopher John Minter – 099140708, issued by the United Kingdon on May 26, 2009.
Passport of David Lorne Levy – 422076230, issued by the US government on March 9, 2009.
Best Corporate Governance Practices
- Brazilian Institute of Corporate
Corporativa” in portuguese, or IBGC)
Governance
(“Instituto
Brasileiro
de
Governança
The Company is committed to the recommendations of the Code of the Best Corporate Governance
Practices of the IBGC, according to which corporate governance is the system through which companies
are driven and monitored and encouraged, involving the relationship between shareholders, Board of
Directors, Board of Executive Officers, independent auditors and Fiscal Council, if any. The corporate
governance practices of the IBGC comprise four basic principles:
(i)
Transparency: management shall motivate the desire to inform not only the economic and
financial performance of the Company, but also all the other facts (even the intangible ones) that
drive the business operations;
(ii)
Equity: the fair and equal treatment of all minority groups, employees, clients, suppliers or
creditors;
(iii)
Accountability or rendering of accounts: rendering the accounts of the work of corporate
governance agents to whom elected them, holding them fully accountable for all the acts that they
perform;
(iv)
Corporate Responsibility: corporate responsibility conveys a wider vision of the business strategy,
taking into account social and environmental considerations when running the businesses and
operations of companies.
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12.12 – Other material information
- Level 2 Listing Rules of Corporate Governance of BM&FBOVESPA
The Company is signatory to the contract for adherence to the Level 2 Listing Rules of Corporate
Governance of BM&FBOVESPA, a listing segment in which the Company’s securities are traded. The
Company also constantly seeks to adopt new measures to improve its communication to the financial
market and investors, as well as guaranteeing transparency, by means of public meetings and having an
annual schedule of corporate events. In addition, for purposes of providing advisory to the Board of
Directors, a Governance and Disclosure Committee was created, one of its duties being the monitoring
and oversight of the obligations set forth in the Level 2 Rules, adopted by the Company, as informed in
item 12.1 of this Reference Form.
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13.1 - Description of the compensation policy or practice, including of the non-statutory
board of executive officers
Sul América (“Company”) and its subsidiaries adopt a single compensation policy (“Compensation
Policy” or “Policy), which establishes the guidelines to be followed in relation to the Key Management
Personnel compensation.
For the purposes of the Policy, the Key Management Personnel of SulAmérica are the members of the
Board of Directors, Board of Executive Officers, Fiscal Council and the advisory committees of the Board
of Directors, whether statutory or not (“Key Management Personnel”).
All members of the Board of Executive Officers and some members of the Board of Directors of the
Company also have terms of office in equivalent positions in subsidiaries. Their total compensation is
established on consolidated basis, under the terms of the Compensation Policy, being partially covered
by the Company and another part by its subsidiaries.
The total compensation awarded to the Key Management Personnel observes the global amounts
approved in the shareholders’ meetings of the respective companies, taking into account that the
Company has a Compensation Committee that assists the Board of Directors in matters related to
compensation.
Compensation philosophy
SulAmérica understands that to achieve success, it is fundamental that the Key Management Personnel
is engaged and committed to the future of the business in the short, medium and long term.
SulAmérica believes that it is fundamental to provide an opportunity for total compensation that is fair,
based on the scope of activities of its executives, and meritocratic, where the opportunity to gain
compensation is proportional to the performance of the company and level of contribution of the
executives.
In this sense, structuring a strategic compensation policy implies using various compensation
mechanisms in order to strengthen the role of groups and ensure focus and excellence in the execution
of their respective terms of office.
a. purposes of the compensation policy or practice
The main purpose of the Compensation Policy is to align the interests of the Key Management Personnel
with those of SulAmérica, awarding a total compensation compatible with the best practices observed in
the markets it operate, so understood those practices identified from the result of constant salary
surveys conducted by specialized consulting companies among the direct competitors and public
companies, with complexity and size similar to those of SulAmérica (“Best Market Practices”).
The policy establishes fair and meritocratic criteria for defining the opportunity for compensation of
participants in the short, medium and long term, contributing not only to encourage, attract and retain
qualified professionals to perform their functions, but also to create value to shareholders.
b. compensation composition
i. description of the elements of compensation and the purposes of each of them
The compensation of SulAmérica’s Key Management Personnel has the following components, which are
not necessarily cumulative: (a) fixed compensation; (b) variable compensation; (c) post-employment
benefits; and (d) share based incentive.
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13.1 - Description of the compensation policy or practice, including that followed for the
non-statutory executive committee
Board of Directors:
(a) Fixed compensation
The fixed compensation of the Board of Directors is based on the responsibilities, duties and dedication
of its members to SulAmérica, as well as on the principles of good corporate governance where the
amounts received should not represent the main source of income of its participants. The amounts are
set annually based on Market Best Practices.
Variable compensation, post-employment benefit and incentives are optional to the members of the
Board of Directors, depending on the income of the company and the performance assessment of each
of them.
Fiscal Council
In 2013, 2012 and 2011, no Fiscal Council was established. When established, the Fiscal Council’s past
compensation complies with the legal minimum amount, that is, each member in office is awarded a
compensation equivalent to ten per cent of the compensation which, on average, is awarded to each
executive officer, pursuant to article 162 , paragraph 3 of Law 6,404/76 (Brazilian Corporation Law).
Board of Executive Officers:
(a) Fixed compensation
The fixed compensation of the Board of Executive Officers is the regular compensation based on the
responsibilities and duties of the position, in accordance with Market Best Practices.
(b) Variable compensation
The Board of Executive Officers is eligible to receive common variable compensation, represented by
complementary fees, paid in the form of annual bonus, aiming at developing greater interest and
alignment of goals with those of SulAmérica. The awarded amounts result from a performance
assessment process carried out based on objective targets set in the management contracts, as well as
a subjective assessment, performed by superiors, peers and/or subordinates, determined by the
Compensation Committee. The payment is made in the 12 months subsequent to the assessed fiscal
year.
The objective indicators are set annually, based on the business plan and budget, tied to the financial
and operating performance of SulAmérica.
The assessment of individual performance is carried out through a performance management model
called “Nine Box”, also known as performance and potential matrix, through which the result of the
goals set in the management contract is weighted, as well as the result of the competences assessment,
where eligible ones are evaluated by superiors, peers and subordinates allowing a wider performance
view with 360o feedback. This methodology is widely adopted in the market and by companies of the
same size as the Company’s to manage performance.
(c) Post-employment benefits
The portion of the compensation represented by post-employment benefits is composed of a pension
plan on behalf of the members of the Board of Executive Officers of SulAmérica and aims to establish a
long term savings and complementary source of income during retirement.
There is also the possibility of grant, upon resolution by the Compensation Committee, of (a) private
retirement benefit; (b) single-life annuity; or (c) life insurance and private pension.
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13.1 - Description of the compensation policy or practice, including that followed for the
non-statutory executive committee
The amounts related to private pension plans are indicated in item 13.10 of this Reference Form.
(d) Stock Incentive
Stock Incentive is composed of stock options to purchase shares or units issued by the Company
granted to the members of the Board of Executive Officers of SulAmérica, and aims to stimulate the
expansion and accomplishment of its corporate purpose, aligning the interests of its shareholders and
management members, both in medium and long terms, by tying part of the compensation to the future
performance of the shares issued by the Company.
The grant of Options to buy shares or Units, as provided in the Plan approved by the Shareholders’
Meeting of March 31, 2008, amended by the Shareholders’ Meeting of March 31, 2011, may be provided
in two non excluding ways: by means of option grant (i) simple options for purchase of shares at a price
set upon the grant time; and/or (ii) bonus option purchase, in view of the level of eligible investments in
shares of the Company, according to the matching concept).
The share-based incentive depends on the approval of a stock or unit option plan in Shareholders’
Meeting.
(e) Indirect Benefits
There is also the grant of benefits to Executive Officers like medical care, life insurance, vehicle
insurance and PGBL Plan.
Committees:
(a) Fixed compensation
The fixed compensation of the Investment, Audit, Compensation, Governance and Disclosure, and
Sustainability Committees, provided for in article 16 of the Bylaws of the Company, is set based on the
responsibilities, duties and dedication of their members to SulAmérica.
ii. proportion of each element in total compensation
The table below indicates the proportion of the elements described above in the compensation awarded
to the management of SulAmérica for the fiscal year ended December 31, 2013:
Proportion of each element recognized in the income
of the Fiscal Year ended December 31, 2013
Company
Board of
Directors
Board of
Executive
Officers
Fiscal
Council
Committee
Members
Total
100.00%
4.41%
–
100.00%
60.11%
Variable compensation .........
0.00%
0.00%
–
–
–
Post-employment benefits ......
0.00%
11.94%
–
0.00%
4.98%
Share-based incentive.....
0.00%
83.66%
–
0.00%
34.90%
100.00%
100.00%
–
100.00%
100.00%
Annual fixed compensation .....
Total .................................
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13.1 - Description of the compensation policy or practice, including that followed for the
non-statutory executive committee
Proportion of each element recognized in the income
of the Fiscal Year ended December 31, 2013
Company and subsidiaries (Consolidated)
Board of Directors
Board of
Executive
Officers
Fiscal
Council
Total
Annual fixed compensation .............
38.54%
50.58%
0.00%
52.70%
Variable compensation ....................
61.46%
37.35%
0.00%
35.75%
Post-employment benefits ...............
0.00%
2.00%
0.00%
1.91%
Stock-based incentive.............
0.00%
10.07%
0.00%
9.64%
100.00%
100.00%
0.00%
100.00%
Total ............................................
iii. calculation and adjustment methodology for each compensation element
The amounts awarded as compensation to Key Management Personnel are established based on the
desired proportion in the total compensation composition, which are periodically reviewed by means of
market surveys or by recommendation from specialized consulting company, in order to verify its
adequacy and possible need of reviewing its components according to the Best Market Practices.
The aforementioned market surveys are commissioned by SulAmérica from two compensation survey
consulting companies in the market: Hay Group and Mercer Consult.
(a) Fixed compensation
The Board of Directors and the Board of Executive Officers are bodies that receive fixed compensation.
The amounts awarded as regular fixed compensation to the Key Management Personnel, may, at the
discretion of the Compensation Committee or Board of Directors, be monetarily restated and periodically
reviewed in order to adjust to the Best Market Practices.
Basis for comparison: market composed of select companies including direct competitors and publiclyheld companies, with size and complexity similar to those of SulAmérica.
Fixed compensation’s purpose: SulAmérica’s goal is to keep fixed compensation in line with the median
of its comparison market, in order to ensure a fair compensation level, without incurring fixed costs in
excess of the costs in the market.
(b) Variable compensation
The Board of Directors and the Board of Executive Officers are bodies that receive variable
compensation.
The amounts awarded as common variable compensation result from the assessment process performed
based on targets set in management contracts signed each year.
Because it is tied to management contracts, the opportunity for earning may be greater than that given
in the market in the case of high performance of the company/participant, as well as it may not exist if
the company/participant performance is below the minimum established.
(c) Post-employment benefits
The Board of executive officers is the only body that currently receives post-employment benefit.
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The post-employment benefits awarded to the Key Management Personnel are composed of a pension
plan created on behalf of the members of the Board of Executive Officers and life insurance. The
contributions to the pension plan are 40% made by the plan’s participant and 60% by SulAmérica under
the terms of the respective plan (see item 13.10). Life insurance premiums of the members of the Board
of Executive Officers are covered by SulAmérica.
The amounts related to private pension plans are indicated in item 13.10 of this Reference Form.
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13.1 - Description of the compensation policy or practice, including that followed for the
non-statutory executive committee
(d) Share-based incentive
The Board of Executive Officers is the only body that currently receives share-based incentive.
The number of stock or unit options of the Company periodically granted results from an assessment
process based on the targets set in management contracts entered into every year.
The amount of granted options is calculated based on the Black-Scholes pricing model for 2008, 2009
and 2010 and the binomial model for 2011, 2012 and 2013, considering the characteristics included in
the respective stock options for purchase of shares and/or Units issued by the Company, according to
the details included in item 13.4 and 13.9.
iv. reasons that justify the composition of the compensation
The compensation awarded to the Key Management Personnel aims to recognize the responsibilities of
each participant position and the Best Market Practices.
The compensation is provided by means of fixed compensation, short and medium-term variable
compensation as well as long-term incentives, which are tied, as the case may be, to the global
performance of the Company and the individual performance of management members, and benefits.
Particularly in relation to the compensation awarded to the members of the Board of Executive Officers,
the proportion of the respective components is aimed at promoting the alignment of interests to those of
SulAmérica, both in medium and long terms, contributing to the creation of value to shareholders.
c. main performance indicators taken in consideration for determining each element of
compensation
The components of the compensation awarded to the Key Management Personnel are based on
indicators of financial and operational performance, as well as on the satisfaction indexes of the main
stakeholders and sustainability goals.
Compensation element
Performance indicators
Fees .........................................
Not tied to indicators.
Variable compensation ...............
Financial, Operational and Stakeholder Satisfaction
indicators. Example: revenue from sales and services,
operating revenue of the company, net revenue, EBITDA,
market value of shares, cash flow, sales volume.
Post-employment benefits ...........
Not indexed to ratios.
Share-based incentive...........
Financial, Operational and Stakeholder Satisfaction
indicators. Example: revenue from sales and services,
operating revenue of the company, net revenue, EBITDA,
market value of shares, cash flow, sales volume.
d. the way compensation is structured to reflect the development of performance indicators
The development of performance indicators is reflected in the variable portion of the compensation
awarded to the members of the Board of Executive Officers of SulAmérica. The amounts related to such
portion result from an assessment process performed based on the targets set in management
contracts, evaluated annually by the Board of Directors or Compensation Committee.
278
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Version: 19
The amounts of bonus or grant of stock option plan depends on the development of indicators.
279
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Version: 19
13.1 - Description of the compensation policy or practice, including that followed for the
non-statutory executive committee
e. the way the compensation policy or practice aligns with short, medium and long-term
interests of SulAmérica
The Compensation policy aligns SulAmérica’s interests with those of Key Management Personnel by
awarding total compensation and the respective components compatible with the Best Market Practices
and its targets in short, medium and long terms as well as sustainability goals, and the creation of value
to shareholders.
In the short term, the aim is to align the monthly fixed compensation and benefit package with the duty
and market. In the medium term, the aims are to align the bonus payment with the targets and
performance of the Company. In the long term, the objective is the retention of qualified professionals
by means of private pension plan and stock option plan incentive.
SulAmérica’s success strongly depends on its ability to perform the business plan and keep to the
budget. The variable compensation is one of the key compensation elements, which is directly related to
such performance ability.
The consistency in attaining results and management quality of SulAmérica create value to shareholder
and, consequently, impact the price of Sul América S.A. shares. The stock option plan incentive works as
an important element so that participants actually act as partners of the business, prioritizing the longterm creation of value to shareholders.
f. existence of compensation paid by the subsidiaries and direct or indirect parent companies
The members of the Board of Executive Officers and some members of the Board of Directors of
Company have concomitant terms of office in the subsidiaries of the Company.
The compensation amounts awarded by each subsidiary were informed in item 13.15 of this Reference
Form.
The consolidated compensation awarded to the Key Management Personnel which, for purposes of this
Policy are the members of the Board of Directors, Board of Executive Officers, Fiscal Council and the
advisory committees of the Board of Directors, whether statutory or not of SulAmérica, was informed in
item 13.16 “a”.
The portion of compensation awarded to the Executive Officers represented by stock options for the
purchase of shares and/or units issued by the Company is paid by the Company, as provided in the
table of item 13.16 “a”. The transfer of this cost to the subsidiaries of the Company shall be made in the
fiscal year 2013, pursuant to CVM Resolution 650, which approves the Technical Pronouncement CPC
10.
The compensation of Fiscal Council members, if established, is fully paid by Company.
There is no compensation paid by direct or indirect parent companies of the Company to the Key
Management Personnel.
g. existence of any compensation or benefit tied to the occurrence of determined corporate
event, such as the disposal of the corporate control of the issuer
There is no compensation or benefits tied to the occurrence of corporate events of the Company and its
subsidiaries.
280
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Version: 19
13.2 – Total compensation of the Board of Directors, Board of Executive
Officers and Fiscal Council
Total estimated compensation for the current fiscal year December 31, 2014 - Annual Amounts
Board of Directors
Statutory board of
Fiscal Council
Executive Officers
Number of members
10.00
4.00
Annual fixed compensation
Salary or management’s fees
2,781,000.00
28,000.00
Direct and indirect benefits
0.00
32,000.00
Participation in committees
0.00
0.00
Other
150,000.00
6,000.00
Description of other fixed
INSS
INSS
compensation
Variable compensation
Bonus
0.00
0.00
Profit sharing
0.00
0.00
Participation in meetings
0.00
0.00
Commissions
0.00
0.00
Other
0.00
0.00
Description
of
other
variable
compensation
Post-employment
0.00
0.00
End of term of office
0.00
0.00
Share-based payment
0.00
3,000.00
Note
The number of members
The number of
of each body was
members of each
calculated according to
body was calculated
Circular Letter /CVM/SEP
according to Circular
01/2014.
Letter /CVM/SEP
It does not include
01/2014.
overlaps in the events of
It does not include
members with
overlaps in the
concomitant positions in
events of members
the issuer and in one or
with concomitant
more subsidiaries
positions in the
issuer and in one or
more subsidiaries
Total compensation
2,931,000.00
69,000.00
Total compensation for fiscal year December 31, 2013 - Annual Amounts
Board of Directors
Statutory Board of
Executive Officers
Number of members
9.00
3.59
Annual fixed compensation
Salary or (management’s fees)
2,959,000.00
28,000.00
Direct and indirect benefits
0.00
32,000.00
Participation in committees
0.00
0.00
Other
509,000.00
6,000.00
Fiscal Council
Total
14.00
2,809,000.00
32,000.00
0.00
156,000.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
3,000.00
3,000,000.00
Total
12.59
2,987,000.00
32,000.00
0.00
515,000.00
281
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Version: 19
Description of other fixed
compensation
Variable compensation
Bonus
Profit sharing
Participation in meetings
Commissions
Other
Description of other variable
compensation
Post-employment
End of term of office
Share-based payment
Note
INSS
INSS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
The number of members
of each body was
calculated according to
Circular Letter /CVM/SEP
01/2014.
It does not include
overlaps in the events of
members with
concomitant positions in
the issuer and in one or
more subsidiaries
0.00
0.00
3,000.00
Total compensation
3,468,000.00
0.00
0.00
3,000.00
The number of
members of each
body was calculated
according to Circular
Letter /CVM/SEP
01/2014.
It does not include
overlaps in the
events of members
with concomitant
positions in the
issuer and in one or
more subsidiaries
69,000.00
Total compensation for fiscal year December 31, 2012 - Annual Amounts
Board of Directors
Statutory Board of
Executive Officers
Number of members
9,00
3.75
Annual fixed compensation
Salary or management’s fees
2,496,000.00
22,000.00
Direct and indirect benefits
0.00
39,000.00
Participation in committees
0.00
0.00
Other
432,000.00
5,000.00
Description of other fixed
INSS Contribution
INSS Contribution
compensation
Variable compensation
Bonus
0.00
0.00
Profit sharing
0.00
0.00
Participation in meetings
0.00
0.00
Commissions
0.00
0.00
Other
0.00
0.00
3,537,000.00
Fiscal Council
Total
0.00
12.75
0.00
0.00
0.00
0.00
2,518,000.00
39,000.00
0.00
437,000.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
282
Reference Form – 2014 – SUL AMERICA S/A
Description of other variable
compensation
Post-employment
End of term of office
Share-based payment
Note
Total compensation
0.00
0.00
0.00
The number of members
of each body was
calculated according to
Circular Letter /CVM/SEP
01/2014.
It does not include
overlaps in the events of
members with
concomitant positions in
the issuer and in one or
more subsidiaries
2,928,000.00
Version: 19
0.00
0.00
9,000.00
The number of
members of each
body was calculated
according to Circular
Letter /CVM/SEP
01/2014.
It does not include
overlaps in the
events of members
with concomitant
positions in the
issuer and in one or
more subsidiaries
75,000.00
Total compensation for fiscal year December 31, 2011 - Annual Amounts
Board of Directors
Statutory Board of
Executive Officers
Number of members
9,00
4.00
Annual fixed compensation
Salary or management’s fees
2,402,000.00
24,000.00
Direct and indirect benefits
0.00
34,000.00
Participation in committees
0.00
0.00
Other
408,000.00
5,000.00
Description of other fixed
INSS Contribution
INSS Contribution
compensation
Variable compensation
Bonus
0.00
0.00
Profit sharing
0.00
0.00
Participation in meetings
0.00
0.00
Commissions
0.00
0.00
Other
0.00
0.00
Description of other variable
compensation
Post-employment
0.00
0.00
End of term of office
0.00
0.00
Share-based payment
0.00
67,000.00
Note
The number of members
The number of
of each body was
members of each
calculated according to
body was calculated
Circular Letter /CVM/SEP
according to Circular
01/2014.
Letter /CVM/SEP
It does not include
01/2014.
overlaps in the events of
It does not include
members with
overlaps in the
concomitant positions in
events of members
the issuer and in one or
with concomitant
more subsidiaries
positions in the
issuer and in one or
more subsidiaries
Total compensation
2,810,000.00
130,000.00
0.00
0.00
0.00
0.00
0.00
9,000.00
0.00
3,003,000.00
Fiscal Council
Total
0.00
13.00
0.00
0.00
0.00
0.00
2,426,000.00
34,000.00
0.00
413,000.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
67,000.00
0.00
2,940,000.00
283
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.3 - Variable compensation of the board of directors, statutory board of executive officers
and fiscal council
Estimated variable compensation for the income for the current fiscal year (2014)
Company
Board of
Board of
Executive
Fiscal
Directors
Officers
Council
Total
(R$ thousand)
a. body
b. number of members (1) ......................
c. in relation to bonus
i. minimum amount determined in the
compensation plan ....................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
d. in relation to profit sharing
i. minimum amount determined in the
compensation plan ...................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
iv. amount actually recognized in income
(1)
0
0
0
0
0
0
0
0
0
0
-
0
0
0
-
0
-
-
-
-
-
-
-
-
-
-
-
-
Number of members to whom variable compensation was awarded.
Variable compensation recognized in income for the Fiscal Year ended December 31, 2013
Company
Board of
Board of
Executive
Fiscal
Directors
Officers
Council
Total
(R$ thousand)
a. body
b. number of members (1) ......................
c. in relation to bonus
i. minimum amount determined in the
compensation plan ....................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
d. in relation to profit sharing
i. minimum amount determined in the
compensation plan ...................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
iv. amount actually recognized in income
(1)
0
0
0
0
0
0
0
0
0
0
-
0
0
0
-
0
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Number of members to whom variable compensation was awarded.
284
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.3 - Variable compensation of the board of directors, statutory board of executive officers
and fiscal council
Variable compensation recognized in the income for the Fiscal Year ended December 31, 2012
Company
Board of
Board of
Executive
Fiscal
Directors
Officers
Council
Total
(R$ thousand)
a. body
b. number of members (1) ......................
c. in relation to bonus
i. minimum amount determined in the
compensation plan ....................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
d. in relation to profit sharing
i. minimum amount determined in the
compensation plan ...................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
iv. amount actually recognized in the results
(1)
0
0
0
0
0
0
0
0
0
0
-
0
0
0
-
0
-
-
-
-
-
-
-
-
-
-
-
-
Number of members to whom variable compensation was awarded.
Variable compensation recognized in income for the Fiscal Year ended December 31, 2011
Company
Board of
Board of
Executive
Fiscal
Directors
Officers
Council
Total
(R$ thousand)
a. body
b. number of members (1) ......................
c. in relation to bonus
i. minimum amount determined in the
compensation plan ....................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
iv. amount actually recognized in income
d. in relation to profit sharing
i. minimum amount determined in the
compensation plan ...................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
iv. amount actually recognized in income
(1)
0
0
0
0
0
0
0
0
0
0
-
0
0
0
0
0
-
0
0
-
-
-
-
-
-
-
-
-
-
-
-
Number of members to whom variable compensation was awarded.
285
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.3 - Variable compensation of the board of directors, statutory board of executive officers
and fiscal council
Estimated variable compensation in income for the current fiscal year (2014)
Company and subsidiaries (Consolidated)
Board of
Board of
Executive
Fiscal
Directors
Officers
Council
Total
(R$ thousand)
a. body
b. number of members (1) ......................
c. in relation to bonus
i. minimum amount determined in the
compensation plan ....................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
d. in relation to profit sharing
i. minimum amount determined in the
compensation plan ...................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
iv. amount actually recognized in income
(1)
1
38
0
39
0
0
-
0
2,267
25,483
-
27,650
1,504
16,851
-
18,356
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Number of members to whom variable compensation was awarded.
Variable compensation recognized in income for the Fiscal Year ended December 31, 2013
Company and subsidiaries (Consolidated)
Board of
Board of
Executive
Fiscal
Directors
Officers
Council
Total
(R$ thousand)
a. body
b. number of members (1) ......................
c. in relation to bonus
i. minimum amount determined in the
compensation plan ....................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan – if targets are achieved ....................
d. in relation to profit sharing
i. minimum amount determined in the
compensation plan ...................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan – if targets are achieved ....................
(1)
1.00
29.91
0.00
30.91
0
0
0
0
2,267
23,371
-
25,638
1,504
15,459
-
16,963
-
-
-
-
-
-
-
-
-
-
-
-
Number of members to whom variable compensation was awarded.
286
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.3 - Variable compensation of the board of directors, statutory board of executive officers
and fiscal council
Variable compensation recognized in income for the fiscal year ended December 31, 2012
Company and subsidiaries (Consolidated)
Board of
Board of
Executive
Fiscal
Directors
Officers
Council
Total
(R$ thousand)
a. body
b. number of members (1) ......................
c. in relation to bonus
i. minimum amount determined in the
compensation plan ....................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
d. in relation to profit sharing
i. minimum amount determined in the
compensation plan ...................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
(1)
1.00
33.00
0.00
34.00
0
0
0
0
2,757
25,917
-
28,674
1,407
13,297
-
14,704
-
-
-
-
-
-
-
-
-
-
-
-
Number of members to whom variable compensation was awarded.
Variable compensation recognized in income for the fiscal year ended December 31, 2011
Company and subsidiaries (Consolidated)
Board of
Board of
Executive
Fiscal
Directors
Officers
Council
Total
(R$ thousand)
a. body
b. number of members (1) ......................
c. in relation to bonus
i. minimum amount determined in the
compensation plan ....................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
iv. amount actually recognized in income
d. in relation to profit sharing
i. minimum amount determined in the
compensation plan ...................................
ii. maximum amount determined in the
compensation plan ...................................
iii. amount determined in the compensation
plan, if targets are achieved ....................
iv. amount actually recognized in income
(1)
1.00
30.33
0.00
31.33
0
0
0
0
2,656
27,500
-
30,156
1,844
1,799
18,483
17,670
-
20,326
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Number of members to whom variable compensation was awarded.
287
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Version: 19
13.4 - Share-based payment plan of the board of directors and statutory board of executive
officers
a. General terms and conditions
The stock incentive for the members of the Board of Executive Officers of SulAmérica follows the
conditions provided in the Stock Option Plan for the purchase of shares issued by Company (“Plan”),
approved by the Shareholders’ Meeting held on March 31, 2008, the amendment of which was approved
by the Shareholders’ Meeting held on March 30, 2011. Management of the Plan is the responsibility of
the Company’s Board of Directors who may choose to adopt periodically stock or unit options programs
(“Programs”) issued by Sul America S.A.
In the scope of the Plan, the Board of Directors of the Company approved the Programs for the years
2008, 2009, 2010, 2011, 2012 and 2013, and delegated to the Compensation Committee the definition
of the respective beneficiaries, among the members of the Board of Executive Officers of SulAmérica as
well as the number of Units they are entitled to.
According to the amendment to the Plan approved by the Shareholders’ Meeting held on March 30,
2012, the model of transition to the Plan was approved. The only amendment considered material was
the reduction of approximately 50% of targets of the 2012 program granting “Simple Options”. To
counterbalance it, a more aggressive matching, in percentage, terms and conditions provided for in each
Program was approved. The Board of Directors or the Compensation Committee, as the case may be,
may determine, upon the launch of each program, a discount up to a maximum of 20% to be granted to
beneficiaries on the setting of the purchase price of Restricted Units, in the case the units representing
treasury shares are disposed. The exercise price of the Bonus Options will be based on holding Bound
Shares for a pre-determined period in the corresponding contract.
In 2011 and 2012 Programs, both Simple and Bonus Options were granted to beneficiaries. In 2013, on
the other hand, only Bonus Options were granted. Until the year 2012, the Simple and Bonus Option
plans were concomitant, to accommodate the exercise of the Simple Options granted and not yet
exercised at the time of the grant of Bonus Options.
Simple Options granted in the 2011 and 2012 Programs may be exercised in the ratio of 1/3 of the total
granted, per year, as of the ending of the first, second and third subsequent years starting from the
signature date of the Stock Option Agreement for the Acquisition of Units entered into with each
beneficiary (“Simple Option Agreement”), subject to the maximum period of five years starting from the
said signature data of the respective Option Agreement. The Exercise Price of Simple Options shall be
equivalent to the average price of Units at the closing of the 30 sessions of BM&FBovespa immediately
prior to the date when the Option Agreement is entered into, which, as established in the respective
Option Program and Agreement, may be increased by interest and monetary restatement based on the
variation of a price index to be established by the Board of Directors or by the Compensation
Committee.
288
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Version: 19
13.4 - Share-based payment plan of the board of directors and statutory board of executive
officers
Bonus Options granted in the scope of the 2011 program may be exercised at the ratio of 25%, 25%
and 50% of the total amount granted per year after the end of the third, fourth and fifth subsequent
years, counted from the signature date of the Option Agreement for the Acquisition of Units, observing
the maximum exercise period of six years. Likewise, Bonus Options granted in the 2012 and 2013
Programs may be exercised in the ratio of 1/3 of the total amount granted, per year, after the end of
the third, fourth and fifth subsequent years, counted from the signature of the Option Agreement for the
Acquisition of Units with each beneficiary (“Bonus Option Agreement”), observing the maximum exercise
period of six years counted from the signature date of the respective Option Agreement. Under the
terms of the Plan, Bonus Options are granted to certain beneficiaries, at percentages, terms and
conditions defined in each Program, whose exercise is conditioned to the fulfillment of the positive
covenant, supported by the maintenance of the ownership of Restricted Units until the exercise of the
corresponding portion of Bonus Option.
Both Simple and Bonus Options depend on the beneficiary’s maintenance of his/her term of office at the
Company or its subsidiaries, unless otherwise resolved by the Board of Directors and/or the
Compensation Committee.
b. Main aims of the plan
The granting of Options for the acquisition of shares or Units issued by Sul America S.A. aims to align
the interest of shareholders with the members of the Board of Executive Officers of SulAmérica,
providing a stock incentive compatible with the Best Practices.
The Company’s Plan is aimed at encouraging the expansion, success and performance of the corporate
purposes of the Company, promoting the alignment of the interests of its shareholders and management
members, being also extendable to its employees and service providers, besides recognizing and valuing
outstanding performances, strategic and cultural alignment, by means of the grant of options for
acquisition of the shares issued by the Company, represented by units, under the terms and conditions
provided for in the Plan.
c. The way the plan contributes to such aims
Through the provision of a stock incentive, the approved Plan and Programs promote the alignment of
the interests of shareholders with those of the members of the Board of Executive Officers of
SulAmérica, both in medium and long terms, and also contributes to the retention of qualified
professionals.
d. The plan role in the compensation policy of SulAmérica
The approved Plan and Programs make up the total compensation of the members of the Board of
Executive Officers of SulAmérica, contributing to its alignment with the best market practices adopted
by companies of the same sectors of SulAmérica’s operations, major publicly-held companies with
similar characteristics or compensation strategies similar to its own. The Plan and Programs aim not only
to stimulate, attract and retain qualified professionals for the performance of their duties, but also
contribute to the creation of value to shareholders in medium and long terms, associating the valuation
of the Company’s shares.
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13.4 - Share-based payment plan of the board of directors and statutory board of executive
officers
e. The way the plan aligns the interests of management with those of SulAmérica in the short,
medium and long terms
The grant of Options to the members of the Board of Executive Officers of SulAmérica makes reference
to the future performance of the shares issued by the Company, promoting the alignment of the
interests of management members with those of shareholders in medium and long terms.
In the short term, the objective is to align monthly fixed compensation and benefit packages with the
responsibility and the market. In the medium term, the aim is to align bonus payments with the targets
and performance of the Company. In the long term, the aim is to retain qualified professionals by means
of the private pension plan and stock option plan.
f. Maximum number of shares
Under the terms of the Plan, the granted Options shall represent a maximum of 4% of the total shares
in the capital of the Company existing on the approval date of the respective Program, plus the shares
representing Units that might have been issued considering all granted Options, net of forfeited and
exercised Options.
g. Maximum number of options to be granted
The Plan does not provide for the maximum number of Options to be granted, observing the limit
described in item “f” above.
h. Conditions for acquisition of shares
The conditions for the acquisition of shares or Units issued by the Company are provided for in the
Programs and respective Option Agreements.
In the scope of the 2008, 2009, 2010, 2011 and 2012 Programs, the Simple Options may be exercised
in the ratio of 1/3 of the total granted, per year, as of the end of the first, second and third subsequent
years counted as from the signature date of the respective Option Agreement, provided that the
maximum period of five years counting as from the said signature data of the respective Option
Agreement.
Bonus Options granted in the 2011 program may be exercised in the ratio of 25%, 25% and 50% of the
total amount granted per year after the end of the third, fourth and fifth subsequent years, counted
from the signature date of the Option Agreement for the Acquisition of Units, observing the maximum
exercise period of six years. Likewise, Bonus Options granted in the 2012 and 2013 programs may be
exercised in the ratio of 1/3 of the total amount granted, per year, after the end of the third, fourth and
fifth subsequent years, counted as from the signature date of the Option Agreement for the Acquisition
of Units entered into with each beneficiary, observing the maximum exercise period of six years counted
as from said signature date of the respective Option Agreement. Under the terms of the Plan, the
acquisition of the right to exercise Bonus Option is conditioned to the fulfillment of a positive covenant
supported by the maintenance of the ownership of units until the exercise of the portion corresponding
to the Bonus Option.
Both Simple and Bonus Options shall depend on the Beneficiary’s maintenance of his/her term of office
at the Company or its subsidiaries, unless otherwise resolved by the Board of Directors and/or the
Compensation Committee.
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13.4 - Share-based payment plan of the board of directors and statutory board of executive
officers
i. Criteria for setting the acquisition or exercise price
Under the terms of the 2008, 2009, 2010, 2011, 2012 and 2013 Programs, the price of shares or Units
to be acquired by the beneficiaries as a result of the exercise: (i) of Simple Options shall be equivalent
to the average price of the Units of the Company in the closing of 30 sessions on BM&FBovespa
immediately prior to the signature date of the respective Option Agreement, and (ii) of Bonus Options
shall be equivalent to the average price, weighted by movement, of the last session prior to the
signature of the agreement, considering that a discount of up to 20% in relation to the average price
calculated may be granted.
According to the Plan (a) the exercise price of Simple Options shall be equivalent of the average price of
units in the closing of the 30 sessions in BM&FBovespa immediately prior to the signature date of the
Option Agreement, taking into account that, as provided for in the respective Option Program and
Agreement, it could be added by interest or monetary adjustment based on the variation of a price
index to be determined by the Board of Directors or Compensation Committee, and (b) the exercise
price of Bonus Option shall be the positive covenant by the Beneficiary, represented by the obligation of
maintaining the ownership of the respective Restricted Units unchanged and without any type of lien,
over the grace period during which such Bonus Options cannot not be exercised, as set out in the
corresponding Program (the Board of Directors or the Compensation Committee being able to set the
performance targets which fulfillment is a condition for exercising the Bonus Options.
In case the Company exercises the priority right to dispose to the Beneficiary the Restricted Units upon
delivery of the treasury shares, the selling price of Restricted Units shall be equivalent to the closing
price of the units in the session of BM&FBovespa immediately prior to the selling date (the Board of
Directors or the Compensation Committee, as the case may be, being able apply the discount provided
for of 20%).
In the event the priority right of the Company is not exercised, the Restricted Units cannot be vested by
the Beneficiary in stock exchange, the acquisition price being the current market price, without the 20%
discount. Note that the Board of Directors or Committee, as the case may be, can, in the launch of each
Program, establish that Beneficiaries are granted a discount of up to 20% when setting the acquisition
price of Restricted Units, in case the units representing shares held in treasury by the Company are
disposed.
j. Criteria for setting the exercise price
The Compensation Committee defined the Options exercise periods for the 2008, 2009, 2010, 2011,
2012 and 2013 Programs, as described in item “h” above, aiming at alighning the interests of the
beneficiaries with the medium and long-term goals of SulAmérica.
k. Settlement
Having observed the special provisions established in each Option Agreement, the Plan establishes that
the price of each unit in the scope of Simple Options and Restricted Units, when applicable, granted shall
be fully paid in cash, on the exercise date of the respective option. In the case of Bonus Options, to
settle them, the beneficiary shall provide evidence on the fulfillment of the obligation mentioned in item
(h) above.
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13.4 - Share-based payment plan of the board of directors and statutory board of executive
officers
Once the special provisions provided for in each Program and Option Agreement are observed, the Plan
establishes that (a) the payment of the Exercise Price of Simple Options shall be made in cash, in
national currency, and (b) the payment of the Exercise Price of Bonus Options shall be confirmed by the
positive covenant mentioned in item 13.4.i, which shall be expressly declared by the Beneficiary and
recognized by the Company under the terms provided for in the respective applicable Option Programs
and Agreements.
In the scope of the 2008, 2009, 2010, 2011 and 2012 Programs, after the exercise of the respective
Option, the beneficiaries shall be free to sell the units acquired in view of the exercise of the Bonus
Option and the portion corresponding to the Restricted Units, as the case may be, provided that the
priority right of the Company to acquire the totality units arising from exercised Options, as well as the
Restricted Units is observed. According to the Plan, the Board of Directors or Compensation Committee,
as the case may be, could establish, in each Program, a quiet period applicable to the units acquired as
a result of the exercise of the Option, which shall never be in excess of 10 years, counted as of the date
of its acquisition, during which the Beneficiary could not sell, transfer or dispose them in any way. In the
case of the Restricted Units, the fulfillment of the condition provided for in item 13.4.i shall be optional,
being nevertheless the payment of the Exercise Price of Bonus Options. Except for otherwise decided by
the Board of Directors and/or Compensation Committee, as the case may be, if the Beneficiary dispose
the Restricted Units, in any way, non-fulfilling the positive covenant provided for in item 13.4.i: (i) all
Bonus Options not yet exercised shall expire, without right to indemnification, whether they are vested
or not; and (ii) the discount granted on the selling price of Restricted units shall be lost by the
Beneficiary, any amounts owed to the Beneficiary by the Company in the scope of the Plan being
required to be returned by the Beneficiary to the Company, under the terms provided for in the
respective Option Program and Agreement.
l. Share transfer restrictions
Since, as informed under item “i” above, maintaining the ownership of the Restricted Units is the
exercise price of the Bonus Options, selling the Restricted Units implies the forfeiture of the
corresponding Bonus Options, by operation of the law.
In the 2008, 2009, 2010, 2011, 2012 and 2013 Programs, after exercising the corresponding Option,
the Units acquired by virtue of the exercise of Bonus Option and the corresponding portion of the
Restricted Units, as the case may be, shall be immediately free for sale by the beneficiary, provided that
the Company’s priority right to acquire the totality of the Units deriving from the exercised of the
Options, as well as the Restricted Units, is observed.
m. Criteria and events that, after verification, shall result in suspension, change or
termination of the plan
In the events of dissolution and liquidation of Company, the Plan and the Options granted based on it
shall become automatically terminated. The Plan may also be terminated at any time on decision of the
Shareholders’ Meeting. In this case, the end of the effective term of the Plan shall not affect the validity
of the Options still in effect granted based on the Plan.
In the event of corporate restructuring involving the Company, such as transformation, merger,
acquisitions and spin-offs, in which it is not the remaining company, the Plan shall terminate and any
Option granted thus far shall be forfeited, unless the Board of Directors and/or Compensation
Committee and the involved companies resolve on the applicable adjustments.
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13.4 - Share-based payment plan of the board of directors and statutory board of executive
officers
According to the Plan, (a) the Board of Directors or Compensation Committee, as the case may be, shall
have powers to extend (or advance, only in the events previously provided for in the Option Agreement)
all or individual vesting period of the Option and the due date for the exercise of Options then in effect,
as well as modify the terms and conditions of the granted Options in order to adapt them to (i)
occasional requirements that are imposed in view of any legal or regulatory amendment applicable to
the Plan, Programs or Agreements; or (ii) material change in the market conditions that justify the
corresponding modification; (b) except for specific events, when ends, for any reason, the term of office
of the management member in the Company or in its subsidiaries, thus terminating the employment or
service contract, as the case may be, the full right to the Option which vesting right is not yet granted to
the Beneficiary as of that date, including the Bonus Shares, shall be terminated; (c) the Board of
Directors or Compensation Committee could establish the special term for exercise and respective
payment of the Option, whether Simple or Bonus, whereby rights are already vested, taking into
account that such term could be shorter than the original one. After this period, the Options shall have
their full right forfeited, the Beneficiary not being entitled to any indemnification; (d) in case of death of
the Beneficiary, the exercise right of the Option set out in the Option Agreement, be it vested or not,
could be transferred and, as the case may be, advanced, being able to be exercised, in full or partially,
to the heirs or successors of the Beneficiary, by means of legal succession or will provisions, over a term
established by the Board of Directors or Compensation Committee, as the case may be, at the same
prices and other conditions defined in the Option Agreement, after which the Option shall be empty of
full right, without such heirs or successors being entitled to any indemnification; (e) in case of
permanent disability by the Beneficiary to exercise her/his duties in the Company, the Option (including
the Bonus Options), whether it is vested or not, could be maintained in full or in part, for exercise by the
Beneficiary or its curator over a term to be established by the Board of Directors or Compensation
Committee, as the case may be, after which the Option shall be null of full rights, without the
Beneficiary being entitled to any indemnification; and (f) also, the Options shall be null of full rights: by
its full exercise as authorized in the Plan; by lapse of the exercise period; by the termination of the term
of office of the Beneficiary in the Company or its subsidiaries, of the employment or service contract, as
the case may be, respecting the provisions in item 12 and subitems of the Plan; and in case of Bonus
Options, in the event the positive covenant provided for in item 13.4.i is not fulfilled.
n. Effects of the exit of a management member from a SulAmérica term of office on the rights
provided for in the share-based payment plan
According to the terms of the Plan, whenever the term of office of any management member in
SulAmérica is terminated, for whatever reason, the Option right is forfeited, which is not yet vested to
beneficiary as of that date, except in the case of death and permanent disability of the beneficiary to
exercise his/her duties. Additionally, in extraordinary cases, provided that the termination of the term of
office or employment contract occurs by the Company’s decision and without just cause, the Board of
Directors or the Compensation Committee may at their sole discretion, (i) advance the vesting date of
the Option, which has not yet vested on the termination date, establishing a special period for the
respective exercise and payment; or (ii) decide to maintain the Options effective so that they may be
exercised in the terms and conditions established in the respective Programs.
In regards to the Option, whereby the exercise right is not yet vested, observed the rules of each Option
Agreement, the Board of Directors or the Compensation Committee may establish a special exercise
period and the respective payment of the Option, which cannot be shorter than the previously granted
stated period.
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13.4 - Share-based payment plan of the board of directors and statutory board of executive
officers
According to the Plan, if the term of office of the management member of the Company or its
subsidiaries ends for any reason, or if the employment or service contract is terminated, as the case
may be, the full right shall end, without indemnification or loss of the variable compensation to which
the Beneficiary is possibly entitled until the date of the respective termination of the term of office or
employment or service contract, the Option which exercise right is not yet vested in the Beneficiary on
such date, including that of the Bonus Options. However, in extraordinary cases, and provided that the
end of the term of office of the management member or employment or service contract takes place
because of the Company’s decision and without the occurrence of the event of dismissal with cause (or,
in the case of management members, without the occurrence of facts that would characterize with cause
should such individual be an employee of the Company), the Board of Directors or Compensation
Committee, as the case may be, could, at its sole criteria, (i) advance the vesting date of exercise right
of Options which exercise right is not yet vested on the termination date, setting a special term for the
respective exercise and payment; or (ii) decide to maintain the Options in effect, so that they are
exercised over the terms and conditions provided for in the respective Programs. Also, in relation to the
Option, whether Simple or Bonus one, which exercise right has already been vested, according to the
rules of the Option Agreement, the Board of Directors or Compensation Committee could establish the
special term for exercise and respective Option payment, which could never be shorter than the
originally granted term. After this term, the Options shall be forfeited, without the Beneficiary being
entitled to any indemnification. Also, except for specific otherwise decision by the Board of Directors or
Compensation Committee, as the case may be, in the events mentioned above, (i) the discount granted
on the selling price of the Restricted Units shall be lost by the Beneficiary, having to be returned by the
Beneficiary to the Company or refunded with any amounts owed to the Beneficiary by the Company in
the scope of this Plan, under the terms provided for in the respective Program and Contract; and (ii)
shall remain effective the possible priority rights of the Company established in relation to the Restricted
units and those acquired in view of the exercise of Options, under the terms of the Plan.
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Version: 19
13.5 – Interests comprising shares, units and other convertible securities, held by
management and fiscal council members – by body
Securities held, as of the closing date of the last fiscal year (December 31, 2013), by the
members of the board of directors, statutory board of executive officers or fiscal council of
the Company issued by Company
Number of
Number of
Number of
Units*
common
preferred
(in units)
shares
shares
(in units)
(in units)
Board of Directors.....................................
35,168
35,168
70,336
Statutory Board of Executive Officers…...........
122,797
122,797
245,594
Fiscal Council .............................................
* Stock certificates, registered, book-entry and with no par value, each of them representing one common share and
two preferred shares, all registered, book-entry and with no par value, issued by the Company.
Securities held, as of the closing date of the last fiscal year (December 31, 2013), by
members of the board of directors, statutory board of executive officers or fiscal council of
Company issued by Sulasapar Participações S.A. (Direct parent company)
Number of
Number of
Number of
Units*
common
preferred
(in units)
shares
shares
(in units)
(in units)
Board of Directors.....................................
Statutory Board of Executive Officers…...........
Fiscal Council of the Company..........................
-
Securities held, as of the closing date of the last fiscal year (December 31, 2013), by members
of the board of directors, statutory board of executive officers or fiscal council of Company
issued by Sulasa Participações S.A. (Indirect parent company)
Number of
Number of
Number of
Units*
common
preferred
(in units)
shares
shares
(in units)
(in units)
Board of Directors.....................................
4,029,523,069(1) 8,059,046,117(2)
Statutory Board of Executive Officers…...........
Fiscal Council of the Company..........................
(1)
(2)
2,153,353,116
1,876,169,953
4,306,706,209
3,752,339,908
common shares owned by Isabelle Rose Marie de Sègur Lamoignon.
common shares owned by Patrick Antonio Claude de Larragoiti Lucas.
preferred shares owned by Isabelle Rose Marie de Sègur Lamoignon.
preferred shares owned by Patrick Antonio Claude de Larragoiti Lucas.
It is worth noting that Mr. Patrick Antonio Claude de Larragoiti Lucas has one share of the following
companies: (i) Sul América Seguros de Pessoas e Previdência S.A.; (ii) Sul América Investimentos
Distribuidora de Títulos e Valores Mobiliários S.A.; (iii) Sul América Santa Cruz Participações S.A.; (iv)
Sul América Odontológico S.A.; (v) Sul América Serviços de Saúde S.A.; and (vi) Sul América Saúde
Companhia de Seguros.
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Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
The 2008, 2009, 2010, 2011, 2012 and 2013 Programs granted stock options for the purchase of Units
issued by the Company to the members of its Board of Executive Officers, as well as of the subsidiaries,
as shown below.
Company (Issuer)
Body: Board of Executive Officers
Number of members: 4.00
Estimated stock incentive for the current fiscal year (2014)1 e 2
Company (Issuer)
2009 Program ..
2010 Program ..
2011 Program ..
2012 Program ..
2013 Program ..
Grant date
Number
(units)
Date when
exercisable
Maximum
term to
exercise
options
Restriction
period for
transfer of
Units
04.02.2009
04.01.2010
04.01.2010
04.01.2010
04.05.2011
04.05.2011
04.05.2011
04.05.20114
04.05.20114
04.05.20114
04.20.2012
04.20.2012
04.20.2012
04.04.2012
04.04.2012
04.04.2012
04.08.20134
04.08.20134
04.08.20134
87,578
34,215
83,637
99,588
118,302
118,302
118,301
15,761
15,761
31,523
97,913
97,913
97,913
42,716
42,716
44,013
48,445
48,445
49,912
04.02.2012
04.01.2011
04.01.2012
04.01.2013
04.05.2012
04.05.2013
04.05.2014
04.06.2014
04.06.2015
04.06.2016
04.20.2013
04.20.2014
04.20.2015
04.04.2015
04.04.2016
04.04.2017
04.08.2016
04.08.2017
04.08.2018
04.02.2014
04.01.2015
04.01.2015
04.01.2015
04.05.2016
04.05.2016
04.05.2016
04.06.2017
04.06.2017
04.06.2017
04.20.2017
04.20.2017
04.20.2017
04.04.2018
04.04.2018
04.04.2018
04.08.2019
04.08.2019
04.08.2019
–
–
–
–
-
Options
Fair value
on date of
granting
(in reais)
1.76
2.23
3.33
4.06
4.25
4.56
4.71
16.23
16.23
16.23
2.99
3.22
3.34
13.36
13.36
13.36
12.98
12.98
12.98
Potential
dilution in
case all
options are
exercised
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
1. In accordance with the outstanding positions in the beginning of fiscal year 2012.
2. The information provided in this table includes the effects of the Company’s stock split, in the ratio of 3:1, occurred on July 28,
2010 and the effects of the bonus of 1.1907 shares carried out on June 24, 2013.
3. Shares held in treasury as a result of the Company’s stock repurchase programs aimed at their subsequent use in the Stock
Option Plan of the Company.
4. These allotments refer to the Bonus Options Plan. The other allotments refer to the Simple Option Plan.
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13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
Company (Issuer)
Body: Board of Executive Officers
Number of members: 3.59
Stock incentive for the fiscal year 20131 e 2
Company (Issuer)
2009 Program ..
04.02.2009
117,373
2010 Program ..
04.01.2010
153,493
04.01.2010
202,915
04.01.2010
202,916
2011 Program ..
04.05.2011
224,541
04.05.2011
224,541
04.05.2011
224,540
04.06.20114
36,166
04.06.20114
36,166
04.06.20114
72,332
10.18.2011
5,932
10.18.2011
5,932
10.18.2011
5,932
2012 Program ..
04.20.2012
193,081
04.20.2012
193,081
04.20.2012
193,081
04.04.20124
92,734
04.04.20124
92,734
04.04.20124
95,545
2013 Program ..
04.08.20134
52,950
04.08.20134
52,950
04.08.20134
54,553
04.02.2012
04.01.2011
04.01.2012
04.01.2013
04.05.2012
04.05.2013
04.05.2014
04.06.2014
04.06.2015
04.06.2016
10.18.2012
10.18.2013
10.18.2014
04.20.2013
04.20.2014
04.20.2015
04.04.2015
04.04.2016
04.04.2017
04.08.2016
04.08.2017
04.08.2018
04.02.2014
04.01.2015
04.01.2015
04.01.2015
04.05.2016
04.05.2016
04.05.2016
04.06.2017
04.06.2017
04.06.2017
10.18.2016
10.18.2016
10.18.2016
04.20.2017
04.20.2017
04.20.2017
04.04.2018
04.04.2018
04.04.2018
04.08.2019
04.08.2019
04.08.2019
–
–
–
–
-
-
1.76
2.23
3.33
4.06
4.25
4.56
4.71
16.23
16.23
16.23
2.54
2.58
2.61
2.99
3.22
3.34
13.36
13.36
13.36
12.98
12.98
12.98
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
5. In accordance with the outstanding positions in the beginning of 2012.
6. The information provided in this table includes the effects of the Company’s stock split, in the ratio of 3:1, occurred on July 28,
2010 and the effects of the bonus of 1.1907 shares carried out on June 24, 2013.
7. Shares held in treasury as a result of the Company’s stock repurchase program aimed at their subsequent use in the Stock
Option Plan of Company.
8. These allotments refer to the Bonus Options Plan. The other allotments refer to the Simple Option Plan.
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Version: 19
13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
Company (Issuer)
Body: Board of Executive Officers
Number of members: 3.75
Stock incentive for the fiscal year 20121 e 2
Company (Issuer)
Grant date
2008 Program ..
2009 Program ..
04.02.2008
04.02.2009
2010 Program ..
04.01.2010
04.01.2010
04.01.2010
04.05.2011
04.05.2011
04.05.2011
04.06.20114
04.06.20114
04.06.20114
2011 Program ..
Number
(units)
Date when
exercisable
46,612
93,464
93,464
153,501
153,501
153,501
171,244
171,244
171,244
32,507
32,507
65,012
04.02.2011
04.02.2011
04.02.2012
04.01.2011
04.01.2012
04.01.2013
04.05.2012
04.05.2013
04.05.2014
04.06.2014
04.06.2015
04.06.2016
Maximum
term to
exercise
options
04.02.2013
04.02.2014
04.02.2014
04.01.2015
04.01.2015
04.01.2015
05.04.2016
05.04.2016
05.04.2016
04.06.2017
04.06.2017
04.06.2017
Restriction
period for
transfer of
Units
–
–
–
-
Options
Fair value
on date of
granting
(in reais)
2.12
1.48
1.76
2.23
3.33
4.06
4.25
4.56
4.71
16.23
16.23
16.23
Potential
dilution in
case all
options are
exercised
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
1. In accordance with the outstanding positions in the beginning of fiscal year 2012.
2. The information provided in this table includes the effects of the Company’s stock split, in the ratio of 3:1, occurred on July 28,
2010.
3. Shares held in treasury as a result of the Company’s stock repurchase program aimed at their subsequent use in the Stock Option
Plan of Shares of the Company.
4. These allotments refer to the Bonus Options Plan. The other allotments refer to Simple Option Plan.
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Version: 19
13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
Company (Issuer)
Body: Board of Executive Officers
Number of members: 4.00
Stock incentive for the fiscal year 20111 e 2
Company (Issuer)
2008 Program ..
2009 Program ..
2010 Program ..
Grant date
Number
(units)
Date when
exercisable
Maximum
term to
exercise
the options
Restriction
period for
transfer of
Units
04.02.2008
04.02.2009
04.02.2009
04.01.2010
04.01.2010
04.01.2010
189.771
377.299
377.299
205.281
205.278
205.278
04.02.2011
04.02.2011
04.02.2012
04.01.2011
04.01.2012
04.01.2013
04.02.2013
04.02.2014
04.02.2014
04.01.2015
04.01.2015
04.01.2015
–
–
–
–
–
–
Options
Fair value
on date of
granting
(in reais)
2.12
1.48
1.76
2.23
3.33
4.06
Potential
dilution in
case all
options are
exercised
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
1. In accordance with the outstanding positions in the beginning of fiscal year 2012.
2. The information provided in this table includes the effects of the Company’s stock split, in the ratio of 3:1, occurred on July 28,
2010.
3. Shares held in treasury as a result of the Company’s stock repurchase program aimed at their subsequent use in the Stock Option
Plan of the Company.
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Version: 19
13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
Weighted average exercise price of each of the following group of options:
Company (Issuer)
Balance outstanding in the beginning of 2010 ..................................
granted from 01.01.2010 to 07.28.2010 ...............................................
forfeited from 01.01.2010 to 07.28.2010 ..............................................
exercised from 01.01.2010 to 07.28.2010 .................................................
expired from 01.01.2010 to 07.28.2010 ..................................................
Balance of outstanding Simple Options as of 07.28.2010
(before the stock split performed in the ratio of 3:1)....
Balance of outstanding Simple Options as of 07.29.2010
(after the stock split performed in the ratio of 3:1)1 ....
granted from 07.29.2010 to 12.31.2010 ................................................
forfeited from 07.29.2010 to 12.31.2010 ....................................................
exercised from 07.29.2010 to 12.31.2010 ................................................
expired from 07.29.2010 to 12.31.2010 ..................................................
Balance of outstanding Simple Options as of 12.31.2010 ...................
granted during fiscal year 2011 .........................................
forfeited during fiscal year 2011 ..............................................
exercised during fiscal year 2011 ..............................................
expired during fiscal year 2011 ..............................................
Balance of outstanding Simple Options as of 12.31.2011 ...................
granted during fiscal year 2012 ..........................................
forfeited during fiscal year 2012 ..............................................
exercised during fiscal year 2012 ..............................................
expired during fiscal year 2012 ..............................................
Balance of outstanding Simple Options as of 12.31.2012, before the bonus of
1.1907 shares...........................................
Balance of outstanding Simple Options as of 12.31.2012, considering the
bonus of 1.1907 shares.................................
granted during fiscal year 2013 ...........................................
forfeited during fiscal year 2013 ...............................................
exercised during fiscal year 2013 ............................................
expired during fiscal year 2013 ..............................................
Balance of outstanding Simple Options in the beginning of the fiscal year 2014
Balance of Bonus Options as of 12.31.2010 ......................................
granted during fiscal year 2011 ...........................................
forfeited during fiscal year 2011 ..............................................
exercised during fiscal year 2011 .............................................
expired during fiscal year 2011 ..............................................
Balance of Bonus Options as of 12.31.2011 ......................................
granted during fiscal year 2012 ..........................................
forfeited during fiscal year 2012 ..............................................
exercised during fiscal year 2012 .............................................
expired during fiscal year 2012 .............................................
Balance of Bonus Options as of 12.31.2012 ......................................
Balance of Bonus Options outstanding as of 12.31.2012, considering the bonus
of 1.1907 shares.................................
granted during fiscal year 2013 ..........................................
forfeited during fiscal year 2013 ..............................................
exercised during fiscal year 2013 .............................................
expired during fiscal year 2013 ..............................................
Balance of Bonus Options outstanding in the beginning of the fiscal year 2014.
Balance of Simple and Bonus Options outstanding in the beginning of the fiscal
year 2014 ........................................
Options
(amount in
units)
104,591
128,917
39,212
194,296
Weighted
average price
(in reais)
21.72
47.70
22.69
38.85
582,888
12.95
582,888
446,400
1,029,288
514,263
171,112
1,372,439
12.95
19.09
-
1,947,358
13.13
0
414,678
61,695
0
1,470,985
14.23
10.78
14.15
109,202
109,202
188,501
297,703
425,677
-
160,453
246,838
339,292
1,330,386
-
15.61
16.52
9.94
17.32
As a result of the stock split approved in the Extraordinary Shareholders’ Meeting held on July 28, 2010,
in which each common or preferred share was split into three shares of the same type, and the bonus of
1.1907 shares performed on June 24, 2013, it was necessary to adjust the number of Units and the
price related to portions of granted options not exercised, observing the same split ratio.
300
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
Company and subsidiaries (Consolidated)
Body: Board of Executive Officers of Company and Subsidiaries
Number of members: 31
Share–based incentive for current fiscal year (2014)1 e 2
Company and subsidiaries (Consolidated)
Grant date
Number
(units)
Date when
exercisable
Maximum
term to
exercise
the options
Restriction
period for
transfer of
Units
Options
Fair value
on date of
granting
(in reais)
Potential
dilution in
case all
options are
exercised
2009 Program ..
04.02.2009
04.02.2009
04.02.2009
27,204
27,204
141,985
04.02.2010
04.02.2011
04.02.2012
04.02.2014
04.02.2014
04.02.2014
-
1.06
1.48
1.76
N/A3
N/A3
N/A3
2010 Program ..
04.01.2010
04.01.2010
04.01.2010
10.01.2010
10.01.2010
10.01.2010
10.05.2010
10.05.2010
10.05.2010
239,808
302,407
348,869
14,517
14,517
14,519
4,972
4,972
4,972
04.01.2011
04.01.2012
04.01.2013
10.01.2011
10.01.2012
10.01.2013
10.05.2011
10.05.2012
10.05.2013
04.01.2015
04.01.2015
04.01.2015
10.01.2015
10.01.2015
10.01.2015
10.05.2015
10.05.2015
10.05.2015
-
2.23
3.33
4.06
3.96
5.13
5.90
2.96
4.27
5.14
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
2011 Program ..
04.05.2011
04.05.2011
04.05.2011
04.06.20114
04.06.20114
04.06.20114
04.18.2011
04.18.2011
04.18.2011
06.01.2011
06.01.2011
06.01.2011
06.15.2011
06.15.2011
06.15.2011
08.01.2011
08.01.2011
08.01.2011
08.11.2011
08.11.2011
08.11.2011
10.18.2011
10.18.2011
10.18.2011
487,730
395,870
395,877
27,553
27,553
55,098
15,594
15,594
15,593
51,298
51,298
51,299
6,440
6,440
6,440
8,200
8,200
8,200
35,306
35,306
35,306
34,405
28,473
28,474
04.05.2012
04.05.2013
04.05.2014
04.06.2014
04.06.2015
04.06.2016
04.18.2012
04.18.2013
04.18.2014
06.01.2012
06.01.2013
06.01.2014
06.15.2012
06.15.2013
06.15.2014
08.01.2012
08.01.2013
08.01.2014
08.11.2012
08.11.2013
08.11.2014
10.18.2012
10.18.2013
10.18.2014
04.05.2016
04.05.2016
04.05.2016
04.06.2017
04.06.2017
04.06.2017
04.18.2016
04.18.2016
04.18.2016
06.01.2016
06.01.2016
06.01.2016
06.15.2016
06.15.2016
06.15.2016
08.01.2016
08.01.2016
08.01.2016
08.11.2016
08.11.2016
08.11.2016
10.18.2016
10.18.2016
10.18.2016
-
4.25
4.56
4.71
16.23
16.23
16.23
4.24
4.58
4.72
4.20
4.48
4.59
3.74
3.95
4.06
3.02
3.12
3.20
1.96
1.98
2.03
2.54
2.58
2.61
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
2012 Program ..
04.04.20124
04.04.20124
04.04.20124
04.20.2012
04.20.2012
04.20.2012
131,054
131,054
135,026
499,843
435,928
435,934
04.04.2015
04.04.2016
04.04.2017
04.20.2013
04.20.2014
04.20.2015
04.04.2018
04.04.2018
04.04.2018
04.20.2017
04.20.2017
04.20.2017
-
13.36
13.36
13.36
2.99
3.22
3.34
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
2013 Program ..
04.08.20134
04.08.20134
04.08.20134
196,451
196,451
202,402
04.09.2016
04.09.2017
04.09.2018
04.09.2019
04.09.2019
04.09.2019
-
12.98
12.98
12.98
N/A3
N/A3
N/A3
1. In accordance with the outstanding positions in the beginning of fiscal year 2012.
2. The information provided in this table includes the effects of the Company’s stock split, in the ratio of 3:1, occurred on July 28,
2010
3. Shares held in treasury as a result of the Company’s stock repurchase program aimed at their subsequent use in the Stock
Option Plan of the Company.
4. These allotments refer to the Bonus Options Plan. The other allotments refer to Simple Option Plan.
301
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
Company and subsidiaries (Consolidated)
Body: Board of Executive Officers of Company and Subsidiaries
Number of members: 29.91
Share-based payment for fiscal year 20131 e 2
Company and subsidiaries (Consolidated)
Grant date
Number
(units)
Date when
exercisable
Maximum
term to
exercise
the options
Restrictio
n period
for
transfer
of Units
Options
Fair value
on date of
granting
(in reais)
Potential
dilution in
case all
options are
exercised
2009 Program ..
04.02.2009
04.02.2009
04.02.2009
27,204
27,204
141,985
04.02.2010
04.02.2011
04.02.2012
04.02.2014
04.02.2014
04.02.2014
-
1.06
1.48
1.76
N/A3
N/A3
N/A3
2010 Program ..
04.01.2010
04.01.2010
04.01.2010
10.01.2010
10.01.2010
10.01.2010
10.05.2010
10.05.2010
10.05.2010
239,808
302,407
348,869
14,517
14,517
14,519
4,972
4,972
4,972
04.01.2011
04.01.2012
04.01.2013
10.01.2011
10.01.2012
10.01.2013
10.05.2011
10.05.2012
10.05.2013
04.01.2015
04.01.2015
04.01.2015
10.01.2015
10.01.2015
10.01.2015
10.05.2015
10.05.2015
10.05.2015
-
2.23
3.33
4.06
3.96
5.13
5.90
2.96
4.27
5.14
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
2011 Program ..
04.05.2011
04.05.2011
04.05.2011
04.06.20114
04.06.20114
04.06.20114
04.18.2011
04.18.2011
04.18.2011
06.01.2011
06.01.2011
06.01.2011
06.15.2011
06.15.2011
06.15.2011
08.01.2011
08.01.2011
08.01.2011
08.11.2011
08.11.2011
08.11.2011
10.18.2011
10.18.2011
10.18.2011
487,730
395,870
395,877
27,553
27,553
55,098
15,594
15,594
15,593
51,298
51,298
51,299
6,440
6,440
6,440
8,200
8,200
8,200
35,306
35,306
35,306
34,405
28,473
28,474
04.05.2012
04.05.2013
04.05.2014
04.06.2014
04.06.2015
04.06.2016
04.18.2012
04.18.2013
04.18.2014
06.01.2012
06.01.2013
06.01.2014
06.15.2012
06.15.2013
06.15.2014
08.01.2012
08.01.2013
08.01.2014
08.11.2012
08.11.2013
08.11.2014
10.18.2012
10.18.2013
10.18.2014
04.05.2016
04.05.2016
04.05.2016
04.06.2017
04.06.2017
04.06.2017
04.18.2016
04.18.2016
04.18.2016
06.01.2016
06.01.2016
06.01.2016
06.15.2016
06.15.2016
06.15.2016
08.01.2016
08.01.2016
08.01.2016
08.11.2016
08.11.2016
08.11.2016
10.18.2016
10.18.2016
10.18.2016
-
4.25
4.56
4.71
16.23
16.23
16.23
4.24
4.58
4.72
4.20
4.48
4.59
3.74
3.95
4.06
3.02
3.12
3.20
1.96
1.98
2.03
2.54
2.58
2.61
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
2012 Program ..
04.04.20124
04.04.20124
04.04.20124
04.20.2012
04.20.2012
04.20.2012
131,054
131,054
135,026
499,843
435,928
435,934
04.04.2015
04.04.2016
04.04.2017
04.20.2013
04.20.2014
04.20.2015
04.04.2018
04.04.2018
04.04.2018
04.20.2017
04.20.2017
04.20.2017
-
13.36
13.36
13.36
2.99
3.22
3.34
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
2013 Program ..
04.08.20134
04.08.20134
04.08.20134
196,451
196,451
202,402
04.09.2016
04.09.2017
04.09.2018
04.09.2019
04.09.2019
04.09.2019
-
12.98
12.98
12.98
N/A3
N/A3
N/A3
1. In accordance with the outstanding positions in the beginning of fiscal year 2012.
2. The information provided in this table includes the effects of the Company’s stock split , in the ratio of 3:1, occurred on July
28, 2010, and the effects of the bonus of 1.1907 shares carried out on June 24, 2016.
3. Shares held in treasury as a result of the Company’s stock repurchase program aimed at their subsequent use in the Stock
Option Plan of the Company.
4. These allotments refer to the Bonus Options Plan. The other allotments refer to Simple Option Plan.
302
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
Company and subsidiaries (Consolidated)
Body: Board of Executive Officers of the Company and Subsidiaries
Number of members: 33
Stock incentive for fiscal year 20121 e 2
Company and subsidiaries (Consolidated)
Grant date
Number
(units)
Date when
exercisable
Maximum
term to
exercise
the options
Restriction
period for
transfer of
Units
Options
Fair value
on date of
granting
(in reais)
Potential
dilution in
case all
options are
exercised
2008 Program ..
04.02.2008
04.02.2008
04.02.2008
04.30.2008
04.30.2008
04.30.2008
08.11.2008
08.11.2008
45,568
73,211
283,500
8,541
8,541
8,541
4,046
4,045
04.02.2009
04.02.2010
04.02.2011
04.30.2009
04.30.2010
04.30.2011
08.11.2010
08.11.2011
04.02.2013
04.02.2013
04.02.2013
04.30.2003
04.30.2013
04.30.2013
08.11.2013
08.11.2013
-
1.04
1.66
2.12
1.28
1.90
2.35
2.08
2.60
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
2009 Program ..
04.02.2009
04.02.2009
04.02.2009
163,443
582,595
935,845
04.02.2010
04.02.2011
04.02.2012
04.02.2014
04.02.2014
04.02.2014
-
1.06
1.48
1.76
N/A3
N/A3
N/A3
2010 Program ..
04.01.2010
04.01.2010
04.01.2010
10.01.2010
10.01.2010
10.01.2010
10.05.2010
10.05.2010
10.05.2010
328,361
496,953
496,953
14,518
14,518
14,519
4,972
4,972
4,972
04.01.2011
04.01.2012
04.01.2013
10.01.2011
10.01.2012
10.01.2013
10.05.2011
10.05.2012
10.05.2013
04.01.2015
04.01.2015
04.01.2015
10.01.2015
10.01.2015
10.01.2015
10.05.2015
10.05.2015
10.05.2015
-
2.23
3.33
4.06
3.96
5.13
5.90
2.96
4.27
5.14
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
2011 Program ..
04.05.2011
04.05.2011
04.05.2011
04.06.20114
04.06.20114
04.06.20114
04.18.2011
04.18.2011
04.18.2011
05.12.2011
05.12.2011
05.12.2011
06.01.2011
06.01.2011
06.01.2011
06.15.2011
06.15.2011
06.15.2011
08.01.2011
08.01.2011
08.01.2011
08.11.2011
08.11.2011
08.11.2011
10.18.2011
10.18.2011
10.18.2011
608,360
608,360
608,360
55,666
55,666
111,311
15,595
15,595
15,595
18,126
18,126
18,126
51,301
51,301
51,301
6,440
6,440
6,440
8,200
8,200
8,200
35,308
35,308
35,308
34,406
34,406
34,406
04.05.2012
04.05.2013
04.05.2014
04.06.2015
04.06.2016
04.06.2017
04.18.2012
04.18.2013
04.18.2014
05.12.2012
05.12.2013
05.12.2014
06.01.2012
06.01.2013
06.01.2014
06.15.2012
06.15.2013
06.15.2014
08.01.2012
08.01.2013
08.01.2014
08.11.2012
08.11.2013
08.11.2014
10.18.2012
10.18.2013
10.18.2014
04.05.2016
04.05.2016
04.05.2016
04.06.2017
04.06.2017
04.06.2017
04.18.2016
04.18.2016
04.18.2016
05.12.2016
05.12.2016
05.12.2016
06.01.2016
06.01.2016
06.01.2016
06.15.2016
06.15.2016
06.15.2016
08.01.2016
08.01.2016
08.01.2016
08.11.2016
08.11.2016
08.11.2016
10.18.2016
10.18.2016
10.18.2016
-
4.25
4.56
4.71
16.23
16.23
16.23
4.24
4.58
4.72
4.14
4.58
4.45
4.20
4.48
4.59
3.74
3.95
4.06
3.02
3.12
3.20
1.96
1.98
2.03
2.54
2.58
2.61
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
1. In accordance with the outstanding positions in the beginning of fiscal year 2012.
2. The information provided in this table includes the effects of the Company’s stock split ,in the ratio of 3:1, occurred on July 28,
2010, and the effects of the bonus of 1.1907 shares carried out on June 24, 2013.
3. Shares held in treasury as a result of the Company’s stock repurchase program aimed at their subsequent use in the Stock
Option Plan of the Company.
4. These allotments refer to the Bonus Options Plan. The other allotments refer to the Simple Option Plan.
303
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
Company and subsidiaries (Consolidated)
Body: Board of Executive Officers of the Company and Subsidiaries
Number of members: 32
Stock incentive for fiscal year 20111 e 2
Company and subsidiaries (Consolidated)
Grant date
Number
(units)
Date when
exercisable
Maximum
term to
exercise
the options
Restriction
period for
transfer of
Units
Options
Fair value
on date of
granting
(in reais)
Potential
dilution in
case all
options are
exercised
2008 Program ..
04.02.2008
04.02.2008
04.02.2008
04.30.2008
04.30.2008
04.30.2008
08.11.2008
08.11.2008
45,569
87,376
573,458
8,541
8,541
8,541
4,047
4,044
04.02.2009
04.02.2010
04.02.2011
04.30.2009
04.30.2010
04.30.2011
08.11.2010
08.11.2011
04.02.2013
04.02.2013
04.02.2013
04.30.2003
04.30.2013
04.30.2013
08.11.2013
08.11.2013
-
1.04
1.66
2.12
1.28
1.90
2.35
2.08
2.60
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
2009 Program ..
04.02.2009
04.02.2010
04.02.2014
-
1.06
N/A3
04.02.2011
04.02.2014
-
1.48
N/A3
04.02.2009
190,647
1,288,8
98
1,288,8
93
04.02.2012
04.02.2014
-
1.76
N/A3
04.01.2010
04.01.2010
04.01.2010
10.01.2010
10.01.2010
10.01.2010
10.05.2010
10.05.2010
10.05.2010
686,475
686,475
686,479
14,519
14,518
14,518
4,972
4,972
4,972
04.01.2011
04.01.2012
04.01.2013
10.01.2011
10.01.2012
10.01.2013
10.05.2011
10.05.2012
10.05.2013
04.01.2015
04.01.2015
04.01.2015
10.01.2015
10.01.2015
10.10.2015
10.05.2015
10.05.2015
10.05.2015
-
2.23
3.33
4.06
3.96
5.13
5.90
2.96
4.27
5.14
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
N/A3
04.02.2009
2010 Program ..
1. In accordance with the outstanding positions in the beginning of fiscal year 2012.
2. The information provided in this table includes the effects of the Company’s stock split , in the ratio of 3:1, occurred on July
28, 2010, and the effects of the bonus of 1.1907 shares carried out on June 24, 2013.
3. Shares held in treasury as a result of the Company’s stock repurchase program aimed at their subsequent use in the Stock
Option Plan of the Company.
304
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.6 - Share-based compensation of the board of directors and statutory board of executive
officers
Weighted average exercise price of each of the following group of options:
Company and subsidiaries (Consolidated)
Options (in
Units)
Outstanding in the beginning of Fiscal Year 2010 ........................................
granted from 01.01.2010 to 07.28.2010 .....................................................
forfeited from 01.01.2010 to 07.28.2010 ..........................................................
exercised from 01.01.2010 to 07.28.2010 ........................................................
expired from 01.01.2010 to 07.28.2010 ........................................................
Balance of outstanding Simple Option as of 07.28.2010
(before stock split performed in the ratio of 3:1) ........
Balance of Options Simples outstanding as of 07.29. 2010
(after the stock split performed in the ratio of 3:1)1 .........
granted from 07.29.2010 to 12.31.2010 .......................................................
forfeited from 07.29.2010 to 12.31.2010..........................................................
exercised from 07.29.2010 to 12.31.2010........................................................
expired from 07.29.2010 to 12.31.2010.......................................................
Balance of outstanding Simple Option as of 12.31.2010 ............................
granted during fiscal year 2011 ................................................
forfeited during fiscal year 2011 ....................................................
exercised during fiscal year 2011 ...................................................
expired during fiscal year 2011 ...................................................
Balance of outstanding Simple Option as of 12.31.2011 ...........................
granted during fiscal year 2012 ................................................
forfeited during fiscal year 2012 ....................................................
exercised during fiscal year 2012 ....................................................
expired during fiscal year 2012 ...................................................
Balance of outstanding Simple Option as of 12.31.2012 ............................
Balance of outstanding Simple Option as of 12.31.2012,
considering the bonus of 1.1907 shares(1) .....................................
granted during fiscal year 2013 ...............................................
forfeited during fiscal year 2013 .....................................................
exercised during fiscal year 2013 ...................................................
expired during fiscal year 2013 ...................................................
outstanding owned by former members of the Statutory Board of Executive Officers
(end of 2013)(2)
Balance of outstanding Simple Option in the beginning of fiscal year 2014 .
1,668,014
647,323
174,750
469,909
-
Weighted
average price
(in reais)
21.72
47.69
28.66
22.14
-
1,670,678
30.94
5,012,034
49,108
131,532
204,274
4,725,336
2,334,229
1,035,956
1,125,797
4,897,812
1,602,966
302,154
1,132,957
5,065,667
10.31
17.17
11.96
7.51
10.46
19.07
14.18
9.53
13.99
16.52
17.40
7.31
17.32
6,031,485
0
678,297
811,391
-
13.84
14.53
10.13
-
302,803
4,238,994
12.21
14.29
Balance of Bonus Options as of 12.31.2010 ..............................................
granted during fiscal year 2011 .................................................
236,661
forfeited during fiscal year 2011 .....................................................
49,675
exercised during fiscal year 2011 ....................................................
expired during fiscal year 2011 ....................................................
Balance of Bonus Options as of 12.31.2011 .............................................
186,986
granted during fiscal year 2012 ................................................
499,253
forfeited during fiscal year 2012 ....................................................
34,632
exercised during fiscal year 2012 ....................................................
expired during fiscal year 2012 ...................................................
Balance of Bonus Options as of 12.31.2012 .............................................
651,607
Balance of Bonus Options outstanding as of 12.31. 2012,
considering the bonus of 1.1907 shares ........................................
769,782
granted during fiscal year 2013 ................................................
632,406
forfeited during fiscal year 2013 ....................................................
299,546
exercised during fiscal year 2013 ....................................................
expired during fiscal year 2013 ...................................................
outstanding owned by former members of the Statutory Board of Executive Officers
(end of 2013) ......
Balance of outstanding Simple Option in the beginning of fiscal year 2014…….
1,102,642
Balance of Simple and Bonus Options outstanding
in the beginning of the fiscal year 2014 ......................................................
5,341,636
(1) As a result of the stock split approved in the Extraordinary Shareholders’ Meeting held on July 28, 2010, in which each
common or preferred share was split into three shares of the same type, and the bonus of 1.1907 shares performed on June
24, 2013, it became necessary to adjust the number of units and price related to the portions not exercised of granted options,
observing the same stock split ratio.
(2) In this group the Options outstanding of Statutory Executive Officers who received compensation during their terms of office,
and who already left the company, but have not yet exercised or are no longer entitled to the options.
305
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
 Statutory board of executive officers of the Company
Outstanding options at the end of fiscal year as of December 31, 2013
2009 Program
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
Date when they shall become exercisable ................................
Maximum term to exercise the options ....................................
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
Fair value as of the last day of the fiscal year (in reais) ………………
Exercisable options of the Company and its subsidiaries
Amount (units) ................................................................
Maximum term to exercise the options...................................
Restriction period for transfer of units.................................
Weighted average exercise price (in reais) ............................
Fair value as of the last day of the fiscal year (in reais) .
Fair value as of the last day of the fiscal year (in R$ thousand) .....
Board of
Directors
None
-
Company’s
statutory board
of executive
officers
3.59
-
-
87,578
February 4,2014
5.64
1.76
154
Outstanding options at the end of fiscal year as of December 31, 2013
2010 Program
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
Date when they shall become exercisable ...................................
Maximum term to exercise the options ....................................
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
Fair value as of the last day of the fiscal year (in reais) ……………….
Exercisable options of the Company and its subsidiaries
Amount (units) ................................................................
Board of
Directors
None
Company’s
statutory board
of executive
officers
3.59
-
-
-
137,543
186,965
202,916
April 01, 2015
April 01, 2015
April 01, 2015
13.35
13.35
13.35
2.23
3.33
4.06
137
187
203
Maximum term to exercise the options...................................
-
Restriction period for transfer of units.................................
Weighted average exercise price (in reais) ............................
-
Fair value of options as of the last day of the year (in reais) ..........
-
Fair value of total options as of the last day of the year (in R$
thousand)………………...
-
306
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
Outstanding options at the end of fiscal year ended December 31, 2013
2011 Program
Board of
Directors
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
-
Date when they shall become exercisable ................................
-
Maximum term to exercise the options ....................................
-
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
Fair value of options as of the last day of the year (in reais) ……
-
Exercisable options of the Company and its subsidiaries
Amount (units)................................................................
-
Maximum term to exercise the options...................................
-
Restriction period for transfer of units.................................
Weighted average exercise price (in reais) ............................
-
Fair value of options as of the last day of the fiscal year (in reais) .
-
Fair value of total options as of the last day of the fiscal year (in R$
thousand) .............
-
Company’s
statutory board
of executive
officers
3.59
118,301
15,761
15,761
31,523
April 05, 2014
April 06, 2014
April 06, 2015
April 06, 2016
April 05, 2014
April 06, 2017
April 06, 2017
April 06, 2017
16.13
4.71
16.23
16.23
16.23
224,541
118,302
5,932
April 05, 2016
April 05, 2016
October 18, 2016
16.13
16.13
13.05
4.25
4.56
2.54
954
539
15
307
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
Outstanding options at the end of fiscal year ended December 31, 2013
2012 Program
Board of
Directors
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
-
Date when they shall become exercisable ................................
-
Maximum term to exercise the options ....................................
-
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
-
Fair value of options as of the last day of the fiscal year (in reais)
……………………..
-
Exercisable options of the Company and its subsidiaries
Amount (units)................................................................
Maximum term to exercise the options...................................
Restriction period for transfer of units.................................
Weighted average exercise price (in reais) ............................
Fair value of options as of the last day of the fiscal year (in reais) .
Fair value of total options as of the last day of the fiscal year (in R$
thousand) .............
Company’s
statutory board
of executive
officers
3.59
97,913
97,913
42,716
42,716
44,013
April 20, 2014
April 20, 2015
April 04, 2015
April 04, 2016
April 04, 2017
April 20, 2017
April 20, 2017
April 04, 2018
April 04, 2018
April 04, 2018
13.87
13.87
3.22
3.24
15.91
15.91
15.91
-
193,081
April 20, 2017
13.87
2.99
-
577
308
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
Outstanding options at the end of fiscal year ended December 31, 2013
2013 Program
Board of
Directors
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
-
Date when they shall become exercisable ...................................
-
Maximum term to exercise the options ....................................
-
Restriction period for transfer of units ................................
Weighted average exercise price ..........................
Fair value of options as of the last day of the fiscal year (in reais)
……………………..
-
Exercisable options of the Company and its subsidiaries
Amount (units)................................................................
Maximum term to exercise the options ...................................
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
Fair value of options as of the last day of the fiscal year (in reais)
……………………..
Fair value of total options as of the last day of the fiscal year (in R$
thousand) ..............
None
-
Company’s
statutory board
of executive
officers
3.59
48,445
48,445
49,912
April 20, 2014
April 20, 2015
April 04, 2015
April 20, 2017
April 20, 2017
April 04, 2018
12.98
12.98
12.98
-
-
-
309
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
 The Statutory Board of Executive Officers of the Company and subsidiaries (Consolidated)
Outstanding options at the end of fiscal year ended December 31, 2013
2009 Program
Board of
Directors
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
Date when they shall become exercisable ...................................
Maximum term to exercise the options ....................................
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
Fair value of options as of the last day of the fiscal year (in reais)
Exercisable options of the Company and its subsidiaries
Amount (units)................................................................
None
-
Maximum term to exercise the options ...................................
-
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
-
Fair value of options as of the last day of the fiscal year (in reais)
……………………..
-
Fair value of total options as of the last day of the fiscal year (in R$
thousand) ..............
-
Statutory Board
of Executive
Officers of the
Company and
subsidiaries
(consolidated)
29.91
27,204
27,204
141,985
April 02, 2014
April 02, 2014
April 02, 2014
5.64
5.64
5.64
1.06
1.48
1.76
29
40
250
310
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
Outstanding options at the end of fiscal year ended December 31, 2013
2010 Program
Board of
Directors
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
Date when they shall become exercisable ...................................
Maximum term to exercise the options ....................................
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
Fair value of options as of the last day of the year (in reais) ………
Exercisable options of the Company and its subsidiaries
Amount (units)................................................................
None
-
Maximum term to exercise the options ...................................
-
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
-
Fair value of options as of the last day of the fiscal year (in reais)
……………………..
-
Fair value of total options as of the last day of the fiscal year (in R$
thousand) ..............
-
Statutory Board
of Executive
Officers of the
Company and
subsidiaries
(consolidated)
29.91
239,808
302,407
348,869
14,517
14,517
14,519
4,972
4,972
4,972
April 01, 2015
April 01, 2015
April 01, 2015
October 01, 2015
October 01, 2015
October 01, 2015
October 05, 2015
October 05, 2015
October 05, 2015
13.35
13.35
13.35
13.92
13.92
13.92
15.87
15.87
15.87
2.23
3.33
4.06
3.96
5.13
5.9
2.96
4.27
5.14
535
1007
1416
57
74
86
15
21
26
311
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
Outstanding options at the end of fiscal year ended December 31, 2013
2011 Program
Board of
Directors
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
-
Date when they shall become exercisable ...................................
-
Maximum term to exercise the options ....................................
-
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
-
Fair value of options as of the last day of the year (in reais)
……………………..
-
Statutory Board
of Executive
Officers of the
Company and
subsidiaries
(consolidated)
29.91
395,877
15,593
51,299
6,400
8,200
35,306
28,474
27,553
27,553
55,098
April 05, 2014
April 18, 2014
June 01, 2014
June 15, 2014
August 01, 2014
August 11, 2014
October 18, 2014
April 06, 2014
April 06, 2015
April 06, 2016
April 05, 2016
April 18, 2016
June 01, 2016
June 15, 2016
August 01, 2016
August 11, 2016
October 18, 2016
April 6, 2017
April 6, 2017
April 6, 2017
16.13
16.22
16.60
16.20
15.95
15.02
13.05
0.00
0.00
0.00
4.71
4.72
5.59
4.06
3.2
2.03
2.61
16.23
16.23
16.23
312
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
Exercisable options of the Company and its subsidiaries
Amount (units)................................................................
-
Maximum term to exercise the options ...................................
-
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
-
Fair value of options as of the last day of the fiscal year (in reais)
……………………..
-
Fair value of total options as of the last day of the fiscal year (in R$
thousand) ..............
-
487,730
395,870
15,594
15,594
51,298
51,298
6,400
6,400
8,200
8,200
35,306
35,306
28,473
April 5, 2016
April 5, 2016
April 18, 2016
April 18, 2016
June 01, 2016
June 01, 2016
June 15, 2016
June 15, 2016
August 01, 2016
August 01, 2016
August 11, 2016
August 11, 2016
October 18, 2016
16.13
16.13
16.22
16.22
16.6
16.6
16.2
16.2
15.95
15.95
15.02
15.02
13.05
4.25
4.56
4.24
4.58
4.2
4.48
3.74
3.95
3.02
3.12
1.96
1.98
2.58
2073
1805
66
71
215
230
24
25
25
26
69
70
73
313
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
Outstanding options at the end of fiscal year ended December 31, 2013
2012 Program
Board of
Directors
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
-
Date when they shall become exercisable ...................................
-
Maximum term to exercise the options ....................................
-
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
-
Fair value of options as of the last day of the fiscal year (in reais)
……………………..
-
Exercisable options of the Company and its subsidiaries
Amount (units)................................................................
Maximum term to exercise the options ...................................
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
Fair value of options as of the last day of the year (in reais) ………..
Fair value of total options as of the last day of the year (in R$
thousand) ..............
Statutory Board
of Executive
Officers of the
Company and
subsidiaries
(consolidated)
29.91
435,928
435,934
131,054
131,054
135,026
April 20, 2014
April 20, 2015
April 04, 2015
April 04, 2016
April 04, 2017
April 20, 2017
April 20, 2017
April 04, 2018
April 04, 2018
April 04, 2018
13.87
13.87
0.00
0.00
0.00
3.22
3.34
13.36
13.36
13.36
-
499,843
April 20, 2017
13.87
2.99
-
1495
314
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.7 - Information on outstanding options held by the board of directors and statutory board
of executive officers
Outstanding options at the end of fiscal year ended December 31, 2013
2013 Program
Board of
Directors
Number of members .............................................................
Options not yet exercisable of the Company ..........................
Amount (units) ..................................................................
-
Date when they shall become exercisable ...................................
-
Maximum term to exercise the options ....................................
-
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
-
Fair value of options as of the last day of the fiscal year (in reais)
……………………..
-
Exercisable options of the Company and its subsidiaries
Amount (units)................................................................
Maximum term to exercise the options ...................................
Restriction period for transfer of units ................................
Weighted average exercise price (in reais) ..........................
Fair value of options as of the last day of the fiscal year (in reais)
Fair value of total options as of the last day of the fiscal year (in R$
thousand) ..............
Statutory Board
of Executive
Officers of the
Company and
subsidiaries
(consolidated)
29.91
196,451
196,451
202,402
April 09, 2016
April 09, 2017
April 09, 2018
April 09, 2019
April 09, 2019
April 09, 2019
0.00
0.00
0.00
12.98
12.98
12.98
-
-
-
-
315
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.8 - Options exercised and shares delivered relating to the share-based compensation of
the board of directors and statutory board of executive officers
Options exercised in the fiscal year ended December 31, 2013(1)
Company (Issuer)
Board of
Directors
a. Body
b. Number of members ..................................................................
c. Options exercised
. Number of units ...................................................................
. Weighted average exercise price (in reais) ........................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
d. Shares delivered
Number of shares delivered ...................................................
. Weighted average acquisition price (in reais) .......................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
Board of
Executive
Officers
-
3.59
-
61,695
10.77
-
386
-
-
-
-
(1) The information provided in this table includes the effects of the Company’s stock split , in the ratio of
3:1, occurred on July 28, 2010 and the bonus of 1.1907 shares performed on June 24, 2013.
Options exercised in the fiscal year ended December 31, 2012(1)
Company (Issuer)
Board of
Directors
a. Body
b. Number of members ..................................................................
c. Options exercised
. Number of units ...................................................................
. Weighted average exercise price (in reais) ........................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
d. Shares delivered
Number of shares delivered ...................................................
. Weighted average acquisition price (in reais) .......................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
Board of
Executive
Officers
-
3.75
-
203,624
6.05
-
1,701
-
-
-
-
(1) The information provided in this table includes the effects of the Company’s stock split , in the ratio of
3:1, occurred on July 28, 2010 and the bonus of 1.1907 shares performed on June 24, 2013.
Options exercised in the fiscal year ended December 31, 2011(1)
Company (Issuer)
Board of
Directors
a. Body
b. Number of members ..................................................................
c. Options exercised
. Number of units ...................................................................
. Weighted average exercise price (in reais) ........................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
d. Shares delivered
Number of shares delivered ...................................................
. Weighted average acquisition price (in reais) .......................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
Board of
Executive
Officers
-
4
-
193,685
8.12
-
1,551
-
-
-
-
(1) The information provided in this table includes the effects of the Company’s stock split , in the ratio of
3:1, occurred on July 28, 2010 and the bonus of 1.1907 shares performed on June 24, 2013.
316
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.8 - Options exercised and shares delivered relating to the share-based compensation of
the board of directors and statutory board of executive officers
Options exercised in the fiscal year ended December 31, 2013(1)
Company and subsidiaries (Consolidated)
Board of
Directors
a. Body
b. Number of members ..................................................................
c. Options exercised
. Number of units ...................................................................
. Weighted average exercise price (in reais) ........................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
d. Shares delivered
Number of shares delivered ...................................................
. Weighted average acquisition price (in reais) .......................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
(1)
-
29.91
-
517,459
9.87
-
3,672
-
-
-
-
The information provided in this table includes the effects of the Company’s stock split , in the ratio of 3:1, occurred
on July 28, 2010 and the bonus of 1.1907 shares performed on June 24, 2013.
Options exercised in the fiscal year ended December 31,2012(1)
Company and subsidiaries (Consolidated)
Board of
Directors
a. Body
b. Number of members ..................................................................
c. Options exercised
. Number of units ...................................................................
. Weighted average exercise price (in reais) ........................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
d. Shares delivered
Number of shares delivered ...................................................
. Weighted average acquisition price (in reais) .......................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
(1)
Board of
Executive
Officers
-
33.00
-
1,349,012
6.14
-
10,499
-
-
-
-
The information provided in this table includes the effects of the Company’s stock split , in the ratio of 3:1, occurred
on July 28, 2010 and the bonus of 1.1907 shares performed on June 24, 2013.
Options exercised in the fiscal year ended December 31,2011(1)
Company and subsidiaries (Consolidated)
Board of
Directors
a. Body
b. Number of members ..................................................................
c. Options exercised
. Number of units ...................................................................
. Weighted average exercise price (in reais) ........................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
d. Shares delivered
Number of shares delivered ...................................................
. Weighted average acquisition price (in reais) .......................
. Difference between the exercise value and the market value of shares
related to exercised options (in R$ thousand) ........
(1)
Board of
Executive
Officers
Board of
Executive
Officers
-
32.00
-
1,340,486
8.00
-
11,019
-
-
-
-
The information provided in this table includes the effects of the Company’s stock split , in the ratio of 3:1, occurred
on July 28, 2010 and the bonus of 1.1907 shares performed on June 24, 2013.
317
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.9 - Information necessary for understanding the data disclosed in items 13.6 to 13.8 –
Method for pricing shares and options
a. Pricing model:
Black-Scholes model for the 2008, 2009 and 2010 Programs and the Binomial model for the 2011, 2012
and 2013 Programs, taking into account that both models are in accordance with the guidelines
indicated in the “Technical Pronouncement CPC 10 – Share-Based Payment”.
b. Data and assumptions used in the pricing model, including the weighted average price of
shares, exercise price , expected volatility, option useful life, expected dividends and the riskfree interest rate:
Exercise Price
In the 2008, 2009, 2010 and 2011 Programs, the exercise price of options is equivalent to the average
quotation of the Units in the closing of the 30 sessions on BM&FBovespa immediately prior to the
signature date of the respective Option Agreement. The exercise price of outstanding Simple Options
granted in 2011 was R$ 19.21.
In the 2012 program, the exercise price of Simple Options is also equivalent to the average Units
quotation in the closing of the 30 sessions on BM&FBovespa immediately prior to the signature date of
the respective Option Agreement. The exercise price of Simple Options granted in 2012 was R$ 16.52.
Expected volatility
2008, 2009, 2010 and 2011 Programs: the average volatility adopted is 34.24% p.a.
2012 Program: the average volatility adopted is 34.36% p.a.
Option’s Life
2008, 2009, 2010 and 2011 Programs: Simple Option - life is five years, considering that the right over
Simple Options is vested at a ratio of 1/3 in the first year, 1/3 in the second year and 1/3 in the third
year.
2012 Program: Simple Options – the life is five years, considering that the right over Simple Options is
vested at a ratio of 1/3 in the first year, 1/3 in the second year and 1/3 in the third year.
Expected Dividends (Dividend Distribution Rate)
2008, 2009, 2010 and 2011 Programs: the expected average dividend is 3.81% per year and the riskfree interest rate adopted is 11.93% per annum.
2012 Program: the expected average dividend is 3.82% per year and the risk-free interest rate adopted
is 11.72% per year.
Risk-free Interest Rate
2008, 2009, 2010 and 2011 Programs: 11.93% p.a.
2012 Program: 11.72% p.a.
318
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.9 - Information necessary for understanding the data disclosed in items 13.6 to 13.8 –
Method for pricing shares and options
In the case of the 2011, 2012 and 2013 Bonus Options, the binomial model was adopted for pricing. The
other assumptions adopted in these plans are as follows:
Program
2013 Bonus.....
2012 Bonus.....
2011 Bonus.....
Base
asset
price
R$16.51
R$15.53
R$19.02
Exercise
Price
R$0.00
R$0.00
R$0.00
Expectation
31.20%
33.43%
34.08%
Calculatio
n model
Garch
Garch
Garch
Dividend
distribution
4.00%
4.00%
4.00%
Riskfree
interest
rate
12.05%
12.46%
12.46%
c. Employed method and made assumptions to incorporate the expected effects of early
exercise:
In the Black-Scholes model used in the 2008, 2009 and 2010 programs, the assumption made was that
the options would be exercised at the time their beneficiaries would be entitled to exercise them. Thus,
despite the option matures in five years, the life of the option is five years, the life of the first allotment
option was estimated at one year, of the second allotment was estimated at two years, and of the third
allotment was estimated at three years.
In the Binomial model used in the 2011, 2012 and 2013 Programs, the underlying assumption was that
the outstanding Simple Options that could be exercised would be exercised when the Unit reached an
amount in excess of 50% of its exercise price, and the Bonus Options when they could be exercised. In
both cases it was considered an expected rate of beneficiaries that leaves the Company during the grace
period of 5% p.a., which implies the cancellation of such options, and an expected rate of retirement of
the Company’s beneficiaries after the grace period at 10%.
d. Determining the expected volatility:
The expected volatility in the above-mentioned programs is based on the history data over the past two
years.
e. If any other option characteristic was included in the measurement of its fair value:
None.
319
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.10 - Information on the pension plans granted to the members of the board of directors
and statutory board of executive officers
The Company and its subsidiaries offer to the members of the Board of Executive Officers the option to
participate in the private pension plan described below.
Company and subsidiaries (Consolidated)
a. body ...........................................................
Board of Executive Officers
b. number of members ...................................
38
c. name of the plan .........................................
SulAmérica Excellence
d. number of management members eligible
2
for retirement
e. conditions for early retirement .................... – 60 years of age, and
– at least 10 years in the plan, and
– end of the term of office or termination of
employment relationship without just cause.
f. updated value of accrued contributions to
R$27,418,798.36 of which R$2,024,297.41
the pension plan until the end of the last fiscal represents the updated amount of accrued
year, with the discount of the portion related
contributions relative to the four members of the
to contributions directly made by de managers Board of Executive Officers of the Company
...
g. total accrued value of contributions made
R$1,556,119.20 of which R$263,599.84 represents
during the last fiscal year, with the discount of the updated amount of accrued contribution relative
the portion related to contributions directly
to the three members of the Board of Executive
made by the managers ......
Officers of Company
h. possibility and conditions for early
Yes. There is the possibility to promote the early
redemption .....................................
redemption of own contributions, totally or
partially. In this case, the participant shall lose the
right to risk coverage and the contributions and/or
transfers made by the SulAmérica, being reset the
count of the minimum time of the plan from the
first month following the new adherence.
320
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.11 - Maximum, minimum and average individual compensation of the board of directors, statutory board of executive
officers and fiscal council
Annual amounts
Number of members
Amount of highest compensation
(Reais)
Amount of lowest compensation
(Reais)
Average compensation amount
(Reais)
Statutory board of executive officers
12/31/2013 12/31/2012 12/31/2011
3.59
3.75
4.00
21,167.00
25,445.00
35,071.00
Board of Directors
12/31/2013 12/31/2012 12/31/2011
9.00
9.00
9.00
1,044,000.00
777,000.00
595,000.00
31/12/2013
0.00
0.00
Fiscal Council
31/12/2012
0.00
0.00
31/12/2011
0.00
0.00
16,293.00
18,480.00
23,215.00
204,000.00
165,000.00
116,000.00
0.00
0.00
0.00
19,220.00
20,000.00
32,500.00
433,500.00
366,000.00
312,222.00
0.00
0.00
0.00
Note
12/31/2013
12/31/2012
12/31/2011
12/31/2013
12/31/2012
12/31/2011
Statutory board of executive officers
(i) Amounts informed include the provisioned amount.
(ii) The highest compensation informed to the Board of Directors and the Board of Executive Officers refers to the 12-month period in office.
(iii) One of the members of the Board of Executive Officers was in office for less than 12 months and, for this reason, such member was not
included in the calculation of the lower compensation amount.
(i) Amounts informed include the provisioned amount.
(ii) The highest compensation informed to the Board of Directors and the Board of Executive Officers refers to the 12-month period in office.
(iii) One of the members of the Board of Executive Officers was in office for less than 12 months and, for this reason, such member was not
included in the calculation of the lower compensation amount.
(i) Amounts informed include the provisioned amount.
(ii) Both the highest and lowest compensation informed to the Board of Executive Officers refer to the 12-month period in office.
Board of Directors
(i) Average individual compensation was calculated based on the number of members who are effectively receiving compensation (8 members).
(ii) Amounts informed include the provisioned amount.
(iii) The highest compensation informed to the Board of Directors and the Board of Executive Officers refers to the 12-month period in office.
(i) Average individual compensation was calculated based on the number of members who are effectively receiving compensation (8 members).
(ii) Amounts informed include the provisioned amount.
(iii) The highest compensation informed to the Board of Directors and the Board of Executive Officers refers to the 12-month period in office.
(i) Amounts informed include the provisioned amount.
(ii) Both the highest and lowest compensation informed to the Board of Executive Officers refer to the 12-month period in office.
Fiscal Council
321
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.12 – Mechanisms for compensating or indemnifying management members in case of
removal from office or retirement
The mechanisms comprise the following: PGBL plan, Single-Life Annuity Benefit and the Indemnity to
Executives Program, as well as Directors & Officers Liability (D&O) insurance policies.
The Company and its subsidiaries contracted a PGBL Plan which beneficiaries are the members of their
respective Board of Executive Officers. Under the terms of such plan, created in 2004, SulAmérica bears
60% of the contributions, and the remaining amount is paid by the beneficiaries. The plan recognizes
the time of service rendered to certain direct and indirect subsidiaries up to the date of its
implementation. The value of the past benefit, calculated at the date of implementation of the plan, is
adjusted according to the return on the investments of PGBL. See item 13.10.
The commitments arising from the Single-Life Annuity Benefit and the Indemnity to Executives Program
are provided on accrual basis, based on the calculations made by internal actuaries, according to the
projected credit unit method and other actuarial assumptions.
The Board members and Executive Officers of the Company and its subsidiaries are covered by Directors
& Officers Liability (D&O) insurance policies which provides for the payment or reimbursement of
expenses, within the limits set in the contract, for losses resulting from damaging acts, committed by
such persons, provided that they have acted in their capacity of management member. The premium of
the insurance policy is R$464,060.91.
322
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.13 - Percentage of total compensation of management and fiscal council members of
related parties of parent companies
Fiscal year ended December 31, 2013
Recognized in the Income of the Company (Issuer)
Recognized in the Income of the Company and
subsidiaries (Consolidated) ......................................
Board of
Directors
15%
Board of
Executive
Officers
-
Fiscal
Council
-
33%
-
-
Board of
Directors
15%
Board of
Executive
Officers
-
Fiscal
Council
-
33%
-
-
Board of
Directors
15%
Board of
Executive
Officers
-
Fiscal
Council
-
33%
-
-
Fiscal year ended December 31, 2012
Recognized in the Income of the Company (Issuer)
Recognized in the Income of the Company and
subsidiaries (Consolidated) ........................................
Fiscal year ended December 31, 2011
Recognized in the Income of the Company (Issuer)
Recognized in the Income of the Company and
subsidiaries (Consolidated) ....................................
323
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.14 - Compensation of the members of management and fiscal council, grouped by body,
received for any reason other than the duty they perform
None.
324
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.15 - Compensation of the members of management and fiscal council recognized in the
income statements of the direct or indirect parent companies, companies under joint control
and subsidiaries of the issuer
The members of the Board of Directors, Statutory Board of Executive Officers or the Fiscal Council of
Company do not receive compensation from direct or indirect parent companies or from companies
under common control. They receive compensation only from the issuer’s subsidiaries, as per the
amounts described below
Recognized compensation for the fiscal year ended December 31, 2013
Board of
Board of
Fiscal
Directors
Executive
Council
Officers
a. Body
b. Number of members(1) .........................................
c. Compensation divided into:
i. Fixed annual compensation divided into:
 salary or management’s fees .......................
 direct and indirect benefits(4) .....................
 compensation for committees participation.....
 other(2) ..................................................
ii. Variable compensation divided into:
 bonus ....................................................
 profit sharing ..........................................
 compensation for participation in meetings
...............................................................
 committees ................................................
 other(2) ...................................................
iii. Post-employment compensation(3) ............
iv. Benefits provided for vacating office ..........
v. Stock incentive ..........................................
d. Compensation amount per body .......................
(1)
(2)
(3)
(4)
Total
(in R$ thousand)
9.00
3.59
-
12.59
2,475
21
413
28
61
6
-
2,503
82
419
-
-
-
-
2,909
263
1,797
2,155
0
5,064
The number of members of each body was calculated as determined by the Circular Letter/CVM/SEP/#001/2014.
INSS contribution.
Company’s contribution to private pension plan
Automobile and fuel benefit
325
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.15 - Compensation of the members of management and fiscal council recognized in the
income statements of the direct or indirect parent companies, companies under joint control
and subsidiaries of the issuer
Recognized compensation for the fiscal year ended December 31, 2012
Board of
Board of
Fiscal
Directors
Executive
Council
Officers
a. Body
b. Number of members(1) .........................................
c. Compensation divided into:
i. Fixed annual compensation divided into:
 salary or management’s fees ........................
 direct and indirect benefits(4) ........................
 compensation for committees participation…....
 other(2) ......................................................
ii. Variable compensation divided into:
 bonus ........................................................
 profit sharing ............................................
 compensation for participation in meetings......
 committees ................................................
 other(2) ......................................................
iii. Post-employment compensation(3) ..............
iv. Benefits provided for vacating office ..........
v. Stock incentive ............................................
d. Compensation amount per body .......................
(1)
(2)
(3)
(4)
Total
(in R$ thousand)
8.00
3.75
-
11.75
2,150
2
430
22
593
5
-
2,177
595
435
2,582
3,851
-
386
2,845
-
The number of members of each body was calculated as determined by the Circular Letter/CVM/SEP/#001/2014.
INSS contribution.
Company’s contribution to private pension plan
Automobile and fuel benefit
Recognized compensation for fiscal year ended December 31, 2011
Board of
Board of
Fiscal
Directors
Executive
Council
Officers
a. Body
b. Number of members(1) .........................................
c. Compensation divided into:
i. Fixed annual compensation divided into:
 salary or management’s fees .......................
 direct and indirect benefits(4) ........................
 compensation for committees participation…….
 other(2) ......................................................
ii. Variable compensation divided into:
 bonus .......................................................
 profit sharing .............................................
 compensation for participation in meetings.…..
 committees ...............................................
 other(2) ......................................................
iii. Post-employment compensation(3) .............
iv. Benefits provided for vacating office...........
v. Stock incentive ............................................
d. Compensation amount per body .......................
(1)
(2)
(3)
(4)
Total
(in R$ thousand)
8.91
3.66
-
12.57
2,168
22
398
4,293
47
2,125
-
6,461
69
2,523
180
2,768
5,152
364
4,426
11,981
-
5,332
364
4,426
14,749
The number of members of each body was calculated as determined by the Circular Letter/CVM/SEP/#001/2014.
INSS contribution.
Company’s contribution to private pension plan
Automobile and fuel benefit
326
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.16 - Other material information
a) Additional information of item 13.2, with respect to compensation recognized in
consolidated income of the Company for the years ended December 31, 2011, December 31,
2012 and December 31, 2013 of the Board of Directors, Statutory Board of Executive Officers
and Fiscal Council of SulAmérica.
Total compensation recognized in income for the fiscal year ended December 31, 2013
Company and subsidiaries (Consolidated)
Board of
Board of
Fiscal
Total
Directors
Executive
Council
Officers
(in R$ thousand)
a. Body
b. Number of members(1) ...................................
c. Compensation divided into:
i. Fixed annual compensation divided into:
 salary or management’s fees ....................
 direct and indirect benefits(4) ....................
 compensation for committees participation
 other(2) ..................................................
ii. Variable compensation divided into:
 bonus ...................................................
 profit sharing .........................................
 compensation for meetings participation.....
 commissions ..........................................
 other(2) ..................................................
iii. Post-employment compensation(3).........
iv. Benefits provided for vacating office…….
v. Stock incentive .......................................
d. Compensation amount per body ..................
9.00
29.91
-
38.91
2,475
21
413
21,673
852
10,381
-
24,148
873
10,794
2,909
24,300
1,556
6,551
65,313
-
24,300
0
0
0
0
1,556
6,551
68,222
(1)
The number of members of each body was calculated as determined by the Circular Letter /CVM/SEP/#001/2014.
It does not consider overlaps in the events of members with concomitant positions in the issuer and in one or more
subsidiaries.
(2) INSS contribution.
(4) Auto and fuel benefit.
327
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.16 - Other material information
Total compensation recognized in income for the fiscal year ended December 31, 2012
Company and subsidiaries (Consolidated)
Board of
Board of
Fiscal
Total
Directors
Executive
Council
Officers
(in R$ thousand)
a. Body
b. Number of members(1) ......................................
c. Compensation divided into:
i. Fixed annual compensation divided into:
 salary or management’s fees ......................
 direct and indirect benefits(4) ......................
 compensation for committees participation….
 other(2) ....................................................
ii. Variable compensation divided into:
 bonus ......................................................
 profit sharing ...........................................
 compensation for meetings participation.......
 commissions ............................................
 other(2) ....................................................
iii. Post-employment compensation(3)...........
iv. Benefits provided for vacating office………
v. Stock incentive .........................................
d. Compensation amount per body ....................
9.00
33
-
42
3,005
2
601
22,285
1,316
5,014
-
25,290
1,318
5,615
1,448
5,056
16,693
1,675
11,400
58,383
-
18,141
1,675
11,400
63,439
(1) The number of members of each body was calculated as determined by the Circular Letter /CVM/SEP/#001/2014. It
does not consider overlaps in the events of members with concomitant positions in the issuer and in one or more
subsidiaries.
(2) INSS contribution.
(4) Automobile and fuel benefit.
328
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
13.16 - Other material information
Total compensation recognized in income for the fiscal year ended December 31, 2011
Company and subsidiaries (Consolidated)
Board of
Board of
Fiscal
Total
Directors
Executive
Council
Officers
(in R$ thousand)
a. Body
b. Number of members(1) ...................................
c. Compensation divided into:
i. Fixed annual compensation divided into:
 salary or management’s fees ....................
 direct and indirect benefits(4) ....................
 compensation for committees participation
 other(2) ..................................................
ii. Variable compensation divided into:
 bonus ...................................................
 profit sharing .........................................
 compensation for meetings participation.....
 commissions ..........................................
 other(2) ..................................................
iii. Post-employment compensation(3).........
iv. Benefits provided for vacating office…….
v. Stock incentive .......................................
d. Compensation amount per body ..................
9.91
32
8,33
50,24
3,005
22
952
18,477
1,592
8,133
-
21,492
1,614
9,085
1,799
5,788
17,671
1,382
13,600
60,855
-
19,470
1,382
13,600
66,643
(1) The number of members of each body was calculated as determined by the Circular Letter /CVM/SEP/#001/2014. It
does not consider overlaps in the events of members with concomitant positions in the issuer and in one or more
subsidiaries.
(2) INSS contribution.
(4) Automobile and fuel benefit.
b) Additional information of items 13.6,
compensation of management members.
13.7
and
13.8
with
respect
share-based
Split of the Company’s shares
The Company’s Extraordinary Shareholders’ Meeting held on July 28, 2010, approved the split of shares
issued by the Company, so that each common or preferred share was split into three shares of the same
type, which automatically comprised Units, in the proportion of one common share and two preferred
shares per Unit.
Besides, in the Extraordinary Shareholders’ Meeting of the Company, held on April 4, 2013, the increase
in the capital of the Company was approved in the amount of R$1,000,000,000.00 (one billion reais),
with the purpose of avoiding that the limit set forth in art. 199 of Law 6,404/76 was met, upon
contribution of a portion of the Statutory Reserve balance, awarding to shareholders, as share bonus,
19.06332157 new share bonus for every 100 shares of the same type, according to the Management
Proposal, and the consequent amendment to article 5 of the Bylaws.
As a result of the split and share bonus, it was necessary to adjust the number of Units and the price
related to portions of options not exercised, observing the same split proportion. Accordingly, items
13.6, 13.7 and 13.8, provide information about the options which already include the effects of the split.
329
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
14.1 – Description of human resources
Sul America S.A. does not technically have employees, therefore, the following items demonstrates the
consolidated information of the SulAmérica group.
A. Number of employees (total, by groups based on the performed activity and geographical
location)
Geographical location
Belém .........................
Belo Horizonte .............
Blumenau ...................
Brasília .......................
Campinas ....................
Cuiabá ........................
Curitiba ......................
Fortaleza.....................
Porto Alegre ................
Recife .........................
Ribeirão Preto ..............
Rio de Janeiro ..............
Salvador .....................
São Paulo....................
Total .........................
Geographical location
Belém .........................
Belo Horizonte .............
Blumenau ...................
Brasília .......................
Campinas ....................
Cuiabá ........................
Curitiba ......................
Fortaleza.....................
Porto Alegre ................
Recife .........................
Ribeirão Preto ..............
Rio de Janeiro ..............
Salvador .....................
São Paulo....................
Total .........................
Sul América S.A. and subsidiaries (Consolidated)
Current Fiscal Year (adjusted through March 18, 2014)
Activities performed
Department
Technical/
Executive
Management
Operational
Internship
0
1
0
0
1
0
0
0
1
1
0
16
0
17
37
7
33
20
17
29
4
21
9
26
19
18
385
10
391
989
(Number of employees)
46
51
26
38
54
15
40
21
35
64
19
1734
41
1487
3671
Total
0
0
0
0
0
0
0
0
0
0
0
98
0
43
141
53
85
46
55
84
19
61
30
62
84
37
2233
51
1938
4838
Sul América S.A. and subsidiaries (Consolidated)
Fiscal year ended December 31, 2013
Activities performed
Department
Technical/
Executive
Management
Operational
Internship
0
1
0
0
1
0
0
0
1
1
0
16
0
17
37
7
33
20
17
29
4
21
9
26
19
18
385
10
391
989
(Number of employees)
46
51
26
38
54
15
40
21
35
64
19
1734
41
1487
3671
Total
0
0
0
0
0
0
0
0
0
0
0
98
0
43
141
53
85
46
55
84
19
61
30
62
84
37
2233
51
1938
4838
330
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
14.1 – Description of human resources
Geographical location
Belém .........................
Belo Horizonte .............
Blumenau ...................
Brasília .......................
Campinas ....................
Cuiabá ........................
Curitiba ......................
Fortaleza.....................
Porto Alegre ................
Recife .........................
Ribeirão Preto ..............
Rio de Janeiro ..............
Salvador .....................
São Paulo....................
Total .........................
Geographical location
Sul América S.A. and subsidiaries (Consolidated)
Year ended December 31, 2012
Activities performed
Department
Technical/
Executive
Management
Operational
Internship
0
1
0
0
1
0
0
0
1
1
0
14
0
16
34
9
31
20
16
25
4
22
9
26
22
18
383
10
360
955
(Number of employees)
58
52
28
41
60
13
39
18
37
81
22
1766
42
1381
3638
Total
0
0
0
0
0
0
0
0
0
0
0
89
0
45
134
67
84
48
57
86
17
61
27
64
104
40
2252
52
1802
4761
Sul América S.A. and subsidiaries (Consolidated)
Fiscal year ended December 31, 2011
Activities performed
Department
Technical/
Executive
Management
Operational
Internship
Belém .........................
Belo Horizonte .............
Blumenau ...................
Brasília .......................
Campinas ....................
Cuiabá ........................
Curitiba ......................
Fortaleza.....................
Porto Alegre ................
Recife .........................
Ribeirão Preto ..............
Rio de Janeiro ..............
Salvador .....................
São Paulo....................
0
1
0
0
0
0
0
0
1
1
0
19
0
16
7
28
19
15
25
5
23
10
27
18
16
407
12
346
Total .........................
38
958
(Number of employees)
32
58
34
51
64
18
50
26
44
55
26
1,991
52
1,495
3,996
Total
0
0
0
0
0
0
0
0
0
0
0
97
0
40
39
87
53
66
89
23
73
36
72
74
42
2,514
64
1,897
137
5,129
331
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
14.1 - Human resources
B. Number of outsourced third-party staff (total, by groups based on the performed activity
and geographical location)
It
Sul América S.A. and subsidiaries (Consolidated)
Current Fiscal Year (adjusted through March 18, 2014)
Activities performed
Cleaning/
General
Messenger Security/Entrance
Gardening
services
6
4
2
3
7
1
-
-
-
-
Call
Center
-
-
-
-
-
16
12
34
9
1
16
34
2
14
14
48
10
19
Location
Adm.
Kitchen
Belém ...
Blumenau
Brasília ..
Campinas
Cuiabá ...
Curitiba ..
Minas
Gerais
Rio de
Janeiro
Rio
Grande
do Sul .
São Paulo
Total .....
-
-
1
1
1
-
-
-
-
1
-
16
-
242
-
40
56
3
3
192
437
8
75
106
IT
Sul América S.A. and subsidiaries (Consolidated)
Fiscal year ended December 31, 2013
Activities performed
Cleaning/
General
Messenger Security/Entrance
Gardening
services
6
4
2
3
7
1
-
-
-
1
15
472
-
816
20
35
87
559
189
189
9
648
1,500
-
-
-
12
34
9
2
14
14
48
10
19
Sul América S.A. and subsidiaries (Consolidated)
Fiscal year ended December 31, 2012
Activities performed
Cleaning/
General
Messenger Security/Entrance
Gardening
services
-
Front
desk
Belém ...
Blumenau
Brasília ..
Campinas
Cuiabá ...
Curitiba .
Minas
Gerais
Rio de
Janeiro
Rio
Grande
do Sul
São Paulo
Total ....
-
-
1
1
1
-
-
-
-
1
-
-
16
-
242
-
16
40
56
3
3
192
437
8
75
106
1
16
34
Guard
BPO
6
5
2
1
4
8
-
-
1
15
472
-
816
20
35
87
559
189
189
9
648
1,500
-
-
-
-
-
-
-
13
3
4
-
25
-
6
-
22
38
2
6
77
102
13
19
Adm.
Kitchen
Blumenau
Brasília ..
Campinas
Cuiabá ...
Porto
Alegre
Rio de
Janeiro
Salvador
São
Paulo
Total ....
-
-
1
1
1
1
-
-
1
-
-
29
-
-
268
-
-
2
31
3
3
200
473
2
2
Total
-
Call
Center
-
Location
Total
6
5
2
1
4
8
-
Kitchen
BPO
-
-
Adm.
Front
desk
Guard
Call
Center
-
Location
IT
Front
desk
Guard
BPO
Total
-
1
1
1
1
-
-
1
2
-
700
-
-
1,047
3
21
23
894
1,594
151
151
1,387
2,442
332
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
14.1 – Description of human resources
Location
Belém ......
Belo
Horizonte
Blumenau .
Brasília .....
Campinas .
Cuiabá ......
Curitiba ....
Fortaleza ..
Porto
Alegre ...
Recife ......
Ribeirão
Preto ....
Rio de
Janeiro ...
Salvador ...
São Paulo .
Total .......
-
-
Sul América S.A. and subsidiaries (Consolidated)
Fiscal year ended December 31, 2011
Activities performed
Cleaning/
Messeng
Security/
General
Gardening
er
Entrance
Services
1
2
2
2
4
-
1
1
2
1
1
1
1
1
1
2
3
1
3
2
3
1
1
1
1
2
2
7
1
2
1
3
-
-
1
1
2
-
3
2
-
-
1
7
1
1
3
4
9
156
2
65
235
2
1
12
37
Adm.
Kitchen
TI
Front
desk
Call
Center
-
-
Guar
d
2
12
5
10
9
2
9
3
1
3
2
1
1
1
1
-
2
2
-
2
1
5
9
2
1
2
4
4
1
1
7
1
-
1
21
2
21
63
15
2
10
47
74
5
65
219
11
3
15
43
4
6
10
13
38
C. Turnover rate
The average staff turnover (Executives, Regular Employees and Interns) of the Company and its
subsidiaries for 2013, 2012 and 2011 stood at 19.92%, 21.31% and 18.74%, respectively. For the
current fiscal year (adjusted through March 18, 2014), the staff turnover stood at 19.92%.
D. Exposure to labor liabilities and contingencies
In the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, the
Company and its subsidiaries were parties to labor claims in the respective amounts of R$135.2 million,
R$161.7 million and R$252.2 million, of which the respective amounts of R$59.2 million, R$45.5 million
and R$30.1 million were provisioned.
333
To
6
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
14.2 - Material changes- Human resources
The provided information refers to the Company and its subsidiaries.
The Company clarifies that in item “14.1A – Number of employees” of this Reference Form, in 2013
there was the merger of the company Sulacap. Thus, there was a change in the number of employees of
the Company and its subsidiaries in 2013.
In addition, the Company clarifies that in relation to the information provided in item “14.1B – Number
of outsourced staff”, that in 2013, the database of outsourced staff in the Call Center area was revised.
In 2012 the outsourced positions in the Call Center (1,594) were added, as well as 151 outsourced staff
(Business Process Outsourcing – BPO) contracted by the Life and Pension area, which was primordial to
the increase of 249.86% in the number of outsourced staff from 2011 to 2012.” The change in the
number of outsourced staff in 2013 was caused by the implementation of a centralized outsourcing
management system in the Human Resources area of the Company and its subsidiaries.
334
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
14.3 - Description of the employees’ compensation policy
A. Salary and variable compensation policy
The compensation policy of SulAmérica’s employees seeks to appropriately reward the responsibilities of
each professional taking into consideration the individual and collective values. The compensation of
SulAmérica’s employees comprises a fixed portion, a variable portion (based on goals and individual
targets), a package of benefits established by collective bargaining agreements of insurance
professionals (CCT) besides spontaneous benefits. The compensation policy is periodically revised,
aligning the practices of SulAmérica with the trends and best market practices.
The fixed portion of the compensation is based on the occupied positions, grouped according to the
complexity of its activities and the level of responsibility. For each position, a salary range is established
that identifies the minimum, maximum and average amounts obtained by means of market survey and
internal consistency.
In addition, SulAmérica group grants adjustments based on merit, promotion and salary level, according
to the employee’s performance.
The variable portion of the compensation, or Profit Sharing Program (PPR), is based on the operating net
income after Income and Social Contribution Tax, determined in the consolidated balance sheet of the
Company in each fiscal year. By means of this policy, all employees yearly receive profit sharing
according to the fulfillment of targets of the respective areas and their individual performance in the
essential competencies evaluation.
B. Benefits policy
The SulAmérica group offers the following benefits to its employees: public transportation voucher, meal
voucher, food voucher, baby-sitter allowance, day-care allowance, special child allowance, life insurance
and private pension, funeral insurance, personal accident insurance, health insurance, and dental
insurance.
Some of these benefits, such as public transportation voucher, health insurance, dental insurance, and
private pension plan, are optional, considering that they are not fully paid by SulAmérica and/or are
conditioned to particular requirements for each benefit, as shown below:
Public transportation voucher
A portion of this benefit is covered by SulAmérica while the other is monthly deducted from the pay, as
detailed in the employee’s pay slip, under the terms of the applicable law.
Health insurance
All employees and their legal dependents (spouse, companion and children) are entitled to the standard
health insurance plan (basic or compact), which includes in-patient care in the ward or shared room. For
this type of plan the holder or its dependents are not obliged to make any contribution, being charged
only the deductable relative to co-participation in medical procedures. With regard to dependents, it is
established a fixed participation per member, as well as a deduction due to the co-participation in
medical procedures.
The employees may choose the optional plans, which include in-patient care in a private room, through
a deduction from the paycheck.
335
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
14.3 - Description of the employee compensation policy
Dental insurance
Dental Insurance is optional, the employees and its dependents having a monthly participation deducted
from on their paycheck. The use of dental insurance must be done through the referral network, being
70% of the amount of the treatment paid by SulAmérica. In the event of use of a non-referral, 70% of
the amount effectively paid shall be reimbursed, according to the Table of Dental Fees Sul America –
THOSA.
Private pension plan
SulAmérica provides its employees with the SulAmérica PGBL Plan - PrevSAS, as long as they formally
adhere to the Plan.
C. Characteristics of the share-based compensation plans for non-management employees
There is currently no share-based compensation program for non-management employees.
336
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
14.4 - Description of the relationship between the issuer and labor unions
SulAmérica maintains is relationship with the unions, through the inclusion of clauses and collective
bargaining negotiations.
Considering the main operations of SulAmérica, its employees are represented by the Insurance
Professionals Union, except for the ones working in differentiated trades, which have their specific
unions, such as: secretaries, drivers, dental health auxiliary and dentists.
The most recent Labor Collective Bargaining Agreement (CCT) was entered into on January 30, 2014
between the National Federation of the Private Insurance and Savings Bonds Companies (“Federação
Nacional das Empresas de Seguros Privados e Capitalização” in portuguese), and representative of
insurance companies and National Federation of Insurance Professionals (“Federação Nacional dos
Securitários” in portuguese), effective for a period of one year, establishing the following adjustments to
the wage effective in January 2014 of the following employees:
Wage adjustment:
a)
6.7% (six point seven per cent) to all wages;
b)
Adjustment to the monthly wage minimum of the Call Center staff to R$1,086.68 (one thousand
eighty six reais and sixty eight centavos) for a work week of thirty six hours; and
c)
Adjustment to the monthly wage minimum of insurance technicians to R$1,356.33 (one thousand
three hundred fifty six reais and thirty three centavos).
337
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
15.1 / 15.2 - Shareholding position
Shareholder
CPF/CNPJ shareholder
Nationality-FU
Amount of common
Common shares %
shares (Unit)
Breakdown by share class (units)
Share class
Total amount of shares
(Unit)
International Finance Corporation
American
26,455,026
5.163340%
Share class
Total amount of shares
(Unit)
TOTAL
0
Oppenheimer Developing Markets Fund
97.540.010/0001-51
American
27,659,033
5.398331%
Share class
Total amount of shares
(Unit)
TOTAL
0
Sulasapar Participações S.A.
03.759.567/0001-34
Brazilian-RJ
257,462,713
50.250093%
Share class
Total amount of shares
(Unit)
TOTAL
0
Swiss Re Direct Investments Company Ltd
Swiss
50,800,003
9.914853%
Share class
Total amount of shares
(Unit)
TOTAL
0
Sophie Marie Antoinette de Ségur
029.102.487-47
Brazilian
1,388,816
0.271061%
Share class
Total amount of shares
(Unit)
TOTAL
0
Party to shareholder’s
agreement
Amount of preferred
shares (Unit)
Controlling shareholder
preferred shares %
Last change
Total amount of
shares (Unit)
Total shares %
Shares %
Yes
No
52,910,052
Shares %
02/28/2014
10.377718%
79,365,078
7.764102%
82,977,099
8.117458%
257,505,579
25.191175%
152,400,009
14.908941%
4,166,448
0.407594%
0.000000%
No
No
55,318,066
Shares %
02/28/2014
10.850023%
0.000000%
Yes
Yes
42,866
Shares %
02/28/2014
0.008408%
0.000000%
Yes
No
101,600,006
Shares %
02/28/2014
19.927711%
0.000000%
No
Yes
2,777,632
Shares %
06/30/2014
0.544802%
0.000000%
338
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
15.1 / 15.2 - Shareholding position
Shareholder
CPF/CNPJ shareholder
Nationality-FU
Amount of common
Common shares %
shares (Unit)
Breakdown by share class (units)
Share class
Total amount of shares
(Unit)
Chantal de Larragoiti Lucas
606.836.517-49
Brazilian
1,744,394
0.340461%
Share class
Total amount of shares
(Unit)
TOTAL
0
Christiane Claude de Larragoiti Lucas
438.807.387-34
Brazilian
1,746,655
0.340902%
Share class
Total amount of shares
(Unit)
TOTAL
0
Isabelle Rose Marie de Ségur Lamoignon
029.102.447-50
Brazilian
1,140,354
0.222568%
Share class
Total amount of shares
(Unit)
TOTAL
0
Patrick Antonio Claude de Larragoiti Lucas
718.245.297-91
Brazilian
1,930,089
0.376704%
Share class
Total amount of shares
(Unit)
TOTAL
0
Party to shareholder’s
agreement
Amount of preferred
shares (Unit)
Controlling shareholder
preferred shares %
Last change
Total amount of
shares (Unit)
Total shares %
Shares %
No
Yes
3,488,788
Shares %
02/28/2014
0.684287%
5,233,182
0.511950%
5,239,968
0.512614%
3,421,062
0.334675%
0.757132%
5,790,270
0.566449%
53.391136%
408,316,293
39.944638%
0.000000%
No
Yes
3,493,313
Shares %
02/28/2014
0.685174%
0.000000%
No
Yes
2,280,708
Shares %
06/30/2014
0.447336%
0.000000%
No
Yes
3,860,181
Shares %
06/30/2014
0.000000%
Other
136,105,413
Share class
TOTAL
26.564271%
Total amount of shares
(Unit)
0
272,210,880
Shares %
0.000000%
339
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
15.1 / 15.2 - Shareholding position
Shareholder
CPF/CNPJ shareholder
Nationality-FU
Amount of common
Common shares %
shares (Unit)
Breakdown by share class (units)
Share class
Total amount of shares
(Unit)
Party to shareholder’s
agreement
Amount of preferred
shares (Unit)
Controlling shareholder
Last change
preferred shares %
Total amount of
shares (Unit)
Total shares %
2.326273%
17,790,505
1.740404%
100.000000%
1,022,205,493
100.000000%
Shares %
TREASURY SHARES – Date of last change: November 25, 2013
5,930,168
Share class
TOTAL
1.157416%
Total amount of shares
(Unit)
0
11,860,337
Shares %
0.000000%
100.000000%
509,842,829
TOTAL
512,362,664
340
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
15.1 / 15.2 - Shareholding position
PARENT COMPANY / INVESTOR
Shareholder
CPF/CNPJ shareholder
Breakdown of shares (Unit)
Amount of common shares
(Unit)
COMPANY / INVESTOR
Nationality - FU
Party to shareholder’s
agreement
Controlling shareholder
Last change
Common shares %
Amount of preferred
(Unit)
Preferred shares %
Total amount of shares
(Unit)
CPF/CNPJ shareholder
Sulasapar Participações S.A.
Total shares %
Capital composition
03.759.567/0001-34
Treasury shares
796,082
Share class
TOTAL
28.471340
Total amount of shares
(Unit)
0
No
0
Yes
0.000000
12/20/2013
796,082
28.471340
0
0.000000
0
0.000000
No
0
Yes
0.000000
12/20/2013
2,000,000
71.528660
0
0.000000
2,796,082
0.000000
Shares %
0.000000
OTHER
0
Sulasa Participações S.A.
73.828.899/0001-09
2,000,000
Share class
TOTAL
0.000000
Brazilian
71.528660
Total amount of shares
(Unit)
0
Shares %
0.000000
TOTAL
2,796,082
100.000000
341
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
15.1 / 15.2 - Shareholding position
PARENT COMPANY / INVESTOR
Shareholder
CPF/CNPJ shareholder
Nationality - FU
Detail of shares (Unit)
Amount of common shares
Common shares %
(Unit)
PARENT COMPANY / INVESTOR
Party to shareholder’s
agreement
Controlling shareholder
Last change
Amount of preferred
shares (Unit)
Preferred shares %
Total amount of shares
(Unit)
CPF/CNPJ shareholder
Sulasa Participações S.A.
Chantal de Larragoiti Lucas
606.836.517-49
1,876,169,954
Share class
TOTAL
Total shares %
Capital composition
73.828.899/0001-09
Brazilian
16.666667
Total amount of shares
(Unit)
0
Christiane Claude de Larragoiti Lucas
438.807.387-34
Brazilian
1,876,169,954
16.666667
Share class
Total amount of shares
(Unit)
TOTAL
0
Isabelle Rose Marie de Ségur Lamoignon
029.102.447-50
Brazilian
2,153,353,116
19.128981
Share class
Total amount of shares
(Unit)
TOTAL
0
Patrick Antonio Claude de Larragoiti Lucas
718.245.297-91
Brazilian
1,876,169,953
16.666666
Share class
Total amount of shares
(Unit)
TOTAL
0
No
3,752,339,907
Shares %
Yes
16.666667
12/31/2013
5,628,509,861
16.666667
Yes
16.666667
12/31/2013
5,628,509,861
16.666667
Yes
19.128980
12/31/2013
6,460,059,325
19.128981
Yes
16.666668
12/31/2013
5,628,509,861
16.666666
0.000000
No
3,752,339,907
Shares %
0.000000
No
4,306,706,209
Shares %
0.000000
No
3,752,339,908
Shares %
0.000000
342
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
15.1 / 15.2 - Shareholding position
PARENT COMPANY / INVESTOR
Shareholder
CPF/CNPJ shareholder
Nationality
Breakdown of shares (Unit)
Amount of common shares
Common shares %
(Unit)
PARENT COMPANY / INVESTOR
Party to shareholder’s
agreement
Controlling shareholder
Last change
Amount of preferred
shares (Unit)
Preferred shares %
Total amount of shares
(Unit)
CPF/CNPJ shareholder
Sulasa Participações S.A.
Sophie Marie Antoinette de Ségur
029.102.487-47
Brazilian
2,153,353,116
19.128981
Share class
Total amount of shares
(Unit)
TOTAL
0
Sulemisa Participações Ltda
19.305.877/0001-19
Brazilian
660,901,814
5.871019
Share class
Total amount of shares
(Unit)
TOTAL
0
TOTAL
Capital composition
73.828.899/0001-09
Patrick Antonio Claude de Larragoiti Lucas
718.245.297-91
Brazilian
1,876,169,953
16.666666
Share class
Total amount of shares
(Unit)
TOTAL
0
Sultaso Participações Ltda
19.313.266/0001-12
660,901,815
Share class
Total shares %
Brazilian
5.871019
Total amount of shares
(Unit)
0
No
3,752,339,908
Shares %
Yes
16.666668
12/31/2013
5,628,509,861
16.666666
Yes
19.128980
12/31/2013
6,460,059,325
19.128981
Yes
5.871019
12/31/2013
1,982,705,443
5.871019
Yes
5.871019
12/31/2013
1,982,705,444
5.871019
0.000000
No
4,306,706,209
Shares %
0.000000
No
1,321,803,629
Shares %
0.000000
No
1,321,803,629
Shares %
0.000000
343
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15.1 / 15.2 - Shareholding position
PARENT COMPANY / INVESTOR
Shareholder
CPF/CNPJ shareholder
Nationality - FU
Breakdown of shares (Unit)
Amount of common shares
Common shares %
(Unit)
PARENT COMPANY / INVESTOR
Party to shareholder’s
agreement
Controlling shareholder
Last change
Amount of preferred
shares (Unit)
Preferred shares %
Total amount of shares
(Unit)
CPF/CNPJ shareholder
Sulasa Participações S.A.
TOTAL
11,257,019,722
Total shares %
Capital composition
73.828.899/0001-09
100.000000
22,514,039,444
100.000000
33,771,059,166
100.000000
344
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Version: 19
15.1 / 15.2 - Shareholding position
PARENT COMPANY / INVESTOR
Shareholder
CPF/CNPJ shareholder
Nationality - FU
Breakdown of shares (Unit)
Amount of common shares
Common shares %
(Unit)
PARENT COMPANY / INVESTOR
Party to shareholder’s
agreement
Controlling shareholder
Last change
Amount of preferred
shares (Unit)
Preferred shares %
Total amount of shares
(Unit)
CPF/CNPJ shareholder
Sulemisa Participações Ltda
Total shares %
Capital composition
19.305.877/0001-19
Ema Mercedes Anita Sanchez de Larragoiti
002.183.167-04
Brazilian
3,255,002
99.996928
Share class
Amount of shares
(units)
TOTAL
0
Isabelle Rose Marie de Ségur Lamoignon
029.102.447-50
Brazilian
100
0.003072
Share class
Amount of shares
(units)
TOTAL
0
No
0
Yes
0.000000
12/31/2013
3,255,002
99.996928
No
0
Yes
0.000000
12/31/2013
100
0.003072
0
0.000000
3,255,102
100.000000
Shares %
0.000000
Shares %
0.000000
TOTAL
3,255,102
100.000000
0
0.000000
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15.1 / 15.2 - Shareholding position
PARENT COMPANY / INVESTOR
Shareholder
CPF/CNPJ shareholder
Nationality - FU
Breakdown of shares (Unit)
Amount of common shares
Common shares %
(Unit)
PARENT COMPANY / INVESTOR
Party to shareholder’s
agreement
Controlling shareholder
Last change
Amount of preferred
shares (Unit)
Preferred shares %
Total amount of shares
(Unit)
CPF/CNPJ shareholder
Sultaso Participações Ltda
Total shares %
Capital composition
19.313.266/0001-12
Ema Mercedes Anita Sanchez de Larragoiti
002.183.167-04
Brazilian
3,255,002
99.996928
Share class
Amount of shares
(units)
TOTAL
0
No
0
Yes
0.000000
12/31/2013
3,255,002
99.996928
0
0,000000
0
0.000000
No
0
Yes
0.000000
12/31/2013
100
0.003072
0
0.000000
3,255,102
100.000000
Shares %
0.000000
OTHER
0
0,000000
Sophie Marie Antoinette de Ségur
029.102.487-47
Brazilian
100
0.003072
Share class
Amount of shares
(units)
TOTAL
0
Shares %
0.000000
TOTAL
3,255,102
100.000000
0
0.000000
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15.3 - Capital composition
Date of last shareholders’ meeting / Date of last change
Number of shareholders – individuals (Units)
Number of shareholders – companies(Units)
Number of institutional investors (Units)
03/31/2014
1,505
249
386
Outstanding shares
Outstanding shares refer to all issuer’s shares except for shares owned by the controlling shareholder or its related persons,
issuer’s management members and treasury shares
Number of common shares (Units)
Number of preferred shares (Units)
Total
239,669,988
479,340,030
719,010,018
46.777411%
94.017215%
70.339088%
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15.4 - Chart of shareholders
Not applicable, the Company does not disclose this information.
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15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which the
controlling shareholder is a party
1) Shareholders’ Agreement entered into on May 16, 2013 between International Finance
Corporation, Sulasapar Participações S.A. and Sul América S.A.
A. Parties
International Finance Corporation, Sulasapar Participações S.A. and Sul América S.A.
B. Signature date
May 16, 2013.
C. Duration
The Agreement became effective as of December 20, 2013, the date when the IFC acquired the units of
the Company, and will continue effective: (i) until the IFC no longer holds any shareholding interest in
the Company, regarding the Articles I, V, VII and VIII, and Clauses 3.02, 3.03, 4.01, 4.03 of the
Agreement; and (ii) until the IFC holds a minimum of 2.5% in the Capital Stock of the Company,
regarding the other provisions of the Agreement not mentioned in item (i) above.
D. Description of the clauses related to the exercise of voting right and control power
Not applicable. The Agreement does not provide for the sharing of control power or political rights.
E. Description of clauses related to the appointment of management members
The Agreement gives to the IFC the personal and untransferrable right to appoint a member to the
Board of Directors of the Company, as long as the IFC holds shares representing 7.7% or more interests
in the capital stock of the Company. The right to appoint one member shall expire, and this right shall
not be reestablished, notwithstanding the level of subsequent ownership by the IFC of the shares in the
total capital stock of the Company, if the ownership by the IFC of the shares in the total capital stock of
the Company is lower than: (i) 7.7% as a result of the sale or any other type of disposal or transfer of
Units (or shares) by the IFC, and/or dilution of the shareholding interest of the IFC in an issue of shares
in which the IFC has priority rights and does not exercise them (or does not fully exercise them); and
(ii) 5% in any other case not included in item (i) above.
F. Description of clauses related to the transfer of shares and the priority right to acquire
them
The shareholders signatories to the shareholders’ agreement shall observe the procedures described
therein in case of disposal or transfer of the shares issued by the Company.
Sulasapar and each of the other shareholders of the Company that agree to become party to the
shareholders’ agreement shall not transfer any share, Unit or share equivalent of the Company to any of
the persons or companies indicated: (A) in the lists issued by the United Nations Security Council or by
its committees in accordance with the resolutions issued under the terms of Chapter VII of the United
Nations Charter; or (B) in the List of the World Bank of Ineligible Companies (see
www.worldbank.org/debarr), such rule not being applicable in the case of the sale of Units, shares or
share equivalents of the Company on stock exchange to a buyer not identified by Sulasapar or any other
shareholder of the Company that agrees to become party to the agreement.
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15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which the
controlling shareholder is a party
2. In case the Company and/or any Other Shareholder proposes the performance or participation in a
Public Offering in which the Company and/or any Other Shareholder is selling Units, shares or Share
Equivalents of the Company, the Company and/or any Other Shareholder, as the case may be, shall
notify the IFC about the intention, specifying the substantial terms of such Offering (taking into account
that the IFC’s right to participate in an Offering shall only be applicable to the Offerings in which the
Company and/or any Other Shareholder is/are selling recently-issued or existing Units, shares or Share
Equivalents of the Company). In 15 days after receiving this notification, the IFC could deliver a
notification to the Company and/or any Other Shareholder, as applicable, requiring it to include in this
Offering the Units of the IFC that the IFC specifies. In this case: (i) if the Public Offering comprises only
one primary offering of Units, shares or Share Equivalents by the Company, the Company shall make its
best commercially reasonable efforts to include in this Public Offering all Units of the IFC, shares or
Share Equivalents of the Company that the IFC have requested to be included in this Public Offering,
except that, if in the fair opinion of the main coordinator of such Public Offering, the sum of the number
of securities that are being offered by the Company and the securities that the IFC has informed to the
Company that the IFC intends to sell according to this Public Offering is in excess of the maximum
number of securities that can be sold without impairing such Public Offering (including the price at which
these securities can be sold) (“Maximum Size of the Offering”), the securities that would be offered by
the Company should have priority and the maximum number of Units, shares or Share Equivalents of
the Company held by the IFC and, if applicable, by any Specific Shareholder(s) to be included in this
Public Offering shall be equivalent to the difference (if any) between the number of securities that is
being offered by the Company and the Maximum Size of the Offering, this difference to be allocated in
proportion to the total number of Units, shares and/or Share Equivalents of the Company held by IFC
and by each Specific Shareholders that wish to participate in this Public Offering; (ii) if the Public
Offering comprises a primary offering by the Company and a secondary offering by any Specific
Shareholder(s), the portion of the Public Offering that is a secondary offering shall include the Units,
shares or Share Equivalents of the Company held by the IFC and by this/these Specific Shareholder(s)
calculated in proportion to the total number of Units, shares and/or Share Equivalents of the Company
held by the IFC and by each of the Specific Shareholders that wish to participate in this Public Offering;
and (iii) if the Public Offering comprises only one secondary offering by any Specific Shareholder(s),
such Public Offering shall include the Units, shares or Share Equivalents of the Company held by the IFC
and by this/these Specific Shareholder(s) calculated in proportion to the total number of Units, shares
and/or Share Equivalents of the Company held by the IFC and by each of the Specific Shareholders that
wish to participate in this Public Offering.
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15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which the
controlling shareholder is a party
3. At the request from the IFC to the Company, the Company shall provide support to the IFC, according
to the Applicable Laws, in up to two Offerings of Units of the IFC, as to be requested by the IFC, from
the fifth to the seventh anniversary of the agreement date, except that: (i) this support shall be
provided by making available the information deemed necessary, observing the Applicable Laws, and
also by making the executive officers and Board of Directors members available for meetings with
potential investors about the Offering; (ii) the Company and Sulasapar shall not be required to provide
any declaration or guarantee, nor assume any obligation of any type to the IFC or the buyer(s) of the
Units of the IFC according to the Offering(s), except at the extent it is required by the Applicable Laws;
(iii) no Offering could be extended for more than 180 days counted as of the date when it is started until
the actual sale of the Units of the IFC under its terms, except in the case of any delays that are caused
by the Company or Sulasapar; (iv) in the case of any Public Offering in which the total number of shares
or Units intended to be sold under its terms represent less than 3% of the securities in free float of the
same class, the support to be provided by the Company shall be limited to that provided for under the
terms of the Applicable Laws; (v) the Company shall not be required to provide support or make any
registration of the Offering (as a registered offering) or of the Company (as a registered offeror)
according to any regulation applicable of any jurisdiction, except the Country, taking into account that
provided that, in the case of a Public Offering, the Company shall obtain any qualification required under
the terms of the securities act or blue-sky law according to which the Units or shares of the Company
are offered regarding the Offering; (vi) the Company shall not be required to provide support to the IFC
in relation to an Offering that is a private sale to a Restricted Person, except as provided for in item (vii)
below; (vii) the Company shall be required to provide support to the IFC regarding an Offering that is a
private sale to a Restricted Person in case (A) this Restricted Person is a Restricted Person only because
of a Competitor Business in fund/asset management, asset accumulation management and/or wealth
management (and not in any other business lines) having a total of managed assets in the Country
equal to at least 50% of the amount of managed assets, in the Country, of Sul América Investimentos
DTVM S.A. (or any respective successor) and any other Subsidiaries of the Company that conduct
fund/asset management, asset accumulation management and/or wealth management operations; and
(B) no Offering to this Restricted Person, individually or together with any other Offering to this
Restricted Person (and to any other related Restricted Person according to the definition of Restricted
Person), involves or result from the sale of Units of the IFC representing more than 2% of the Total
Capital Stock; and (viii) in any Offering to a Person that is a Restricted Person referred to in item
(vii)(A) above (or that would be a Restricted Person in the absence of the provisions provided for in the
definition of Competitor Business), the Company shall not be required to provide or disclose to this
Person no information other than public one specifically related to Sul América Investimentos DTVM S.A.
(or any respective successor) and any other Subsidiaries of the Company that conduct fund/asset
management, asset accumulation management and/or wealth management operations; taking into
account that provided that, to avoid doubt, the IFC shall be entitled to request up to two Offerings
according to these provisions and each of such right shall be considered as having been exercised by the
IFC if the Offering about which the support from the Company is requested according to the
aforementioned provisions is or not actually performed or successfully performed, even because of the
market conditions.
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15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which the
controlling shareholder is a party
4. The proportional portion of the IFC of any reasonable and documented costs or expenses incurred by
the Company or Sulasapar (including, among others, with external advisors, underwriters or other
external service providers contracted by the Company or Sulasapar) in relation to any Offering in which
the IFC participates according to these provisions (however, not including the costs and expenses,
whether additional or not, incurred by the Company or Sulasapar with salaries or other compensation of
employees, executive officers or board members of the Company or Sulasapar involved in the Offering)
shall be immediately reimbursed by the IFC after the receipt by the IFC of the adequate documentation
confirming the payment by the Company or Sulasapar, as applicable, of the reasonable external costs
and expenses, taking into account that provided that, in the case of an Offering that is implemented at
the IFC request according to the provisions above, contracting any Person which expenses have to be
paid by the IFC and/or shared with the IFC in an amount in excess of the equivalent to US$20,000.00
(twenty thousand dollars) shall be subject to the prior approval from the IFC.
5. At the extent that it is allowed by the Law, the Company shall have to indemnify and absolve from
responsibility the IFC, and each of its executive officers, board members, employees, consultants and
legal advisors in relation to any loss, claim or responsibility (and any related actions, processes or
agreements) directly attributed to the IFC or any of the aforementioned persons arising from or based
on: (i) any false statement on a substantial fact contained in any prospectus, offering circular, or other
offering document in relation to the Company in any Offering, observing the item 3 (ii) above; (ii) any
omission in stating therein a substantial fact necessary to cause the statements made therein not to be
misleading; and (iii) any violation of the Applicable Laws (including, among others, the securities act and
the foreign exchange rate requirements applicable to any Offering) in relation to any act or omission by
the Company in any Offering.
6. Regarding the inexistence of restrictions, the agreement establishes that, except as provided for in
item 1 above, the agreement does not impede or restrict, in any way, the right or capacity of
Shareholders to Transfer shares or Share Equivalents to any third party or enter into any voting
arrangement or other contract type with any third party, taking into account that provided that (i) it
does not infringe or conflict with the agreement or any of its provisions, and (ii) whenever such Transfer
or contract cause or could be reasonable expected that it causes Sulasapar (or any respective
successor) (A) to loose Control of the Company, (B) to no longer hold more than 50% of the shares with
voting rights of the Company, or (C) loose the capacity to bring to effect or limit the right of the IFC to
appoint the Appointed Board Member of the IFC according to the agreement, the Other Shareholders
shall require, as a condition to any Transfer of shares and/or Share Equivalents of the Company, that
the assignee signs an Instrument of Adherence confirming that she/he is bound to the agreement in the
capacity of Other Shareholder in relation to the shares of the Company and/or Share Equivalents
transferred to such assignee. Any Transfer made in breach of the above provisions shall be null and
void.
The terms in capital letters mentioned above are the terms defined in the described shareholders’
agreement, available on the CVM website (www.cvm.gov.br) in the area of shareholders’ agreement of
the Company.
G. Description of clauses that restrict or bind the voting rights of the Board of Directors’
members
None.
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15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which the
controlling shareholder is a party
2) Shareholders’ Agreement entered into on December 2, 2013, between the Swiss Re Direct
Investments Company LTD, Sulasapar Participações S.A., Sul América S.A.
A. Parties
Swiss Re Direct Investments Company LTD, Sulasapar Participações S.A. and Sul América S.A.
B. Signature date
December 2, 2013.
C. Duration
The agreement shall remain effective:
(a) until the date on which the Investor (Swiss Re Direct Investments Company Ltd.) or any of its
Affiliates no longer holds any shares or Units of the Company or Share Equivalents, in relation to Section
1 (Definitions and Interpretation), Section 3 (Commitments of the Company), Clause 4.1 (Restricted
Transfers), Clause 4.4 (Free Transfer of the Investor’s Units), Section 5 (Validity of the Agreement) and
Section 7 (General Provisions), all of which from the agreement;
(b) until the date when the right of the Investor (Swiss Re Direct Investments Company Ltd.) to appoint
the Appointed Board Member by the Investor is expired according to clause 2.1(e) of the agreement, in
relation to such clause;
(c) until the moment when the right of the Investor (Swiss Re Direct Investments Company Ltd.) to
appoint an Appointed Board Member by the Investor expires according to clause 2.1(c) of the
agreement, in relation to the rights of the Investor (Swiss Re Direct Investments Company Ltd.)
provided for in Section 2 (Corporate Governance) of the agreement, with the exception of item (b)
above;
(d) until the date when the Investor (Swiss Re Direct Investments Company Ltd.) no longer holds the
shares or Units of the Company or Share Equivalents representing at least 2.5% in the Total Capital of
the Company, being established that, in case the Investor (Swiss Re Direct Investments Company Ltd.)
holds less than 2.5% in the Total Capital of the Company, at any time, such provisions shall not be
applicable again, regardless of the number of the shares the Investor (Swiss Re Direct Investments
Company Ltd.) starts to hold in the Total Capital of the Company, in relation to all the other provisions
of the agreement, not mentioned in items (a), (b) and (c) above.
The terms in capital letters mentioned above are the terms defined in the described shareholders’
agreement, available on the CVM website (www.cvm.gov.br) in the area of shareholders’ agreement of
the Company.
D. Description of clauses related to the exercise of voting right and control power
Not applicable. The Agreement does not set forth the sharing of control power or political rights.
E. Description of clauses related to the appointment of management members
The Agreement entitles Swill Re to appoint one member to the Board of Directors of the Company,
provided that the Swiss Re holds at least 7.7% interest in the capital of Company. If Sulasapar chooses
to increase the number of Board members from the current nine members to twelve members, Swiss
Re, observing the condition of minimum interest of 12.0% in capital, is entitled to appoint two members
to the Board of Directors.
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15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which the
controlling shareholder is a party
The right to appoint the Board Member shall expire if the ownership of the shares in the total capital of
the Company by Swiss RE becomes lower than: (i) 7.7% as a result of sale or other type of disposal or
transfer by Swiss Re, and/or dilution of the shareholding interests of Swiss Re in an issue of shares in
which it has priority rights and does not exercise them (or does not fully exercise them); and (ii) 5% in
any other case not provided for in item (i) above.
F. Description of clauses related to the transfer of shares and the priority right to acquire
them
The shareholders signatories to the shareholders’ agreement must comply with the procedures set forth
therein in the event of disposal or transfer of shares issued by the Company.
1. At the extent that the Investor (Swiss Re Direct Investments Company Ltd.) is a shareholder or holds
Share Equivalents, the Other Shareholders shall not Transfer any share or Units of the Company or
Share Equivalent to any individual or entity included: (A) in the lists issued by the United Nations
Security Council or by its committees in accordance with the resolutions issued under the terms of
Chapter VII of the United Nations Charter; or (B) in the List of the World Bank of Ineligible Companies
(see www.worldbank.org/debarr); or (C) that, as it is known by the Other Shareholders, after the
applicable checking, is classified as an Approved Person. Such rule does not applies in the sale of Units
or shares of the Company or Share Equivalents on stock exchanges to a buyer not identified by any of
the Other Shareholders
2. In case the Company and/or any Other Shareholder intends to participate in a Public Offering in which
the Company and/or any Specified Shareholder is selling Units, shares or Share Equivalents of the
Company, the Company shall communicate to the Investor (Swiss Re Direct Investments Company Ltd.)
such intention, describing the main conditions of the Public Offering. The right of the Investor (Swiss Re
Direct Investments Company Ltd.) to participate in the Public Offering shall only be applicable to the
Offerings in which (a) the Company and/or any Specified Shareholder is/are selling recently-issued or
existing Units, shares or Share Equivalents of the Company; or (b) the Investor (Swiss Re Direct
Investments Company Ltd.) is able to offer a number of shares or Units which, in the opinion of the
leading coordinator of the Public Offering, cause the combined offering of such shares or Units with the
securities to be offered by Company or Specified Shareholder possible. In 15 days after the receipt of
this notification, the Investor (Swiss Re Direct Investments Company Ltd.) can notify the Company
and/or any Specified Shareholder, as applicable, requesting the inclusion in this Offering of Units of the
Investor (Swiss Re Direct Investments Company Ltd.), provided that: (i) if the Public Offering includes
only the primary offering of Units, shares or Share Equivalents by the Company, it shall make its best
reasonable business efforts to include in this Public Offering all the Units of the Investor (Swiss Re Direct
Investments Company Ltd.), shares or Share Equivalents of the Company that the Investor (Swiss Re
Direct Investments Company Ltd.) may have requested to be included in this Public Offering, taking into
account that provided that, if in the fair opinion of the leading coordinator of this Public Offering, the
sum of the number of securities offered by the Companhia and the shares that the Investor (Swiss Re
Direct Investments Company Ltd.) have informed to the Company that it intends to sell in the scope of
such Public Offering (considering any securities which sale in such Public Offering has been requested by
the Specified Shareholders exceed the maximum number of securities that could be sold without
adversely affecting such Public Offering (including the sale price of such securities) (“Maximum Size of
the Offering”), the securities offered by the Company shall have priority and the maximum number of
Units, shares or Share Equivalents of the Company held by the Investor (Swiss Re Direct Investments
Company Ltd.) and, if applicable, by any Specified Shareholder, to be included in this Public Offering
shall be equivalent to the difference (if any) between the number of securities offered by the Company
and the Maximum Size of the Offering, the difference being allocated in proportion to the total number
of Units, shares and/or Share Equivalents of the Company held by the Investor (Swiss Re Direct
Investments Company Ltd.) and by each of the Specified Shareholders that intend to participate in this
Public Offering; (ii) if the Public Offering encompasses a primary offering by the Company and a
secondary offering by any Specified Shareholder, the portion of the Public Offering represented by the
secondary offering shall include the Units, shares or Share Equivalents of the Company held by the
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Investor (Swiss Re Direct Investments Company Ltd.) and the Specified Shareholder, calculated in
proportion to the total number of Units, shares and/or
15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which the
controlling shareholder is a party
Share Equivalents of the Company by the Investor (Swiss Re Direct Investments Company Ltd.) and the
Specified Shareholders who intend to participate in this Public Offering; (iii) in case the Public Offering
includes only one secondary offering by any Specified Shareholder, this Public Offering shall include the
Units, shares or Share Equivalents of the Company held by the Investor (Swiss Re Direct Investments
Company Ltd.) and the Specified Shareholder, calculated in proportion to the total number of Units,
shares and/or Share Equivalents of the Company held by the Investor (Swiss Re Direct Investments
Company Ltd.) and Specified Shareholders who intend to participate in this Public Offering; and (iv) in
the event of any case provided for in items (i), (ii) or (iii) above, the Investor (Swiss Re Direct
Investments Company Ltd.) cannot participate in a Public Offering in case such participation, in the
event in which a reduction in the secondary offering is determined by the leading coordinator, could
conflict with the contractual rights of ING and the IFC provided for in the ING-Sulasapar Contract and in
the IFC Agreement, respectively, unless ING and/or the IFC, as applicable, have expressly waived their
contractual rights, if any, according to the aforementioned instruments, in order to allow the
participation of the Investor (Swiss Re Direct Investments Company Ltd.) in such Public Offering.
3. At the request from the Investor (Swiss Re Direct Investments Company Ltd.) to the Company, the
Company shall collaborate, according to the Applicable Laws, in up to two Offerings of the Units of the
Investor (Swiss Re Direct Investments Company Ltd.), from the second to the eighth anniversary of the
Effective Date, provided that: (i) this collaboration consists of making available the information that is
necessary, observing the Applicable Laws, as well as making available the executive officers and Board
members in meetings with potential investors in connection with the Offering; (ii) the Company and
Sulasapar shall not provide any statement or guarantee, nor assume any obligation to the Investor
(Swiss Re Direct Investments Company Ltd.) or buyer(s) of the Units of the Investor (Swiss Re Direct
Investments Company Ltd.) of the Offering(s), except if required by the Applicable Laws; (iii) no
Offering shall be performed for over 180 days counted as from the date when it begins until the sale of
the Units of the Investor (Swiss Re Direct Investments Company Ltd.), except in the cases of delays
caused by the Company or Sulasapar; (iv) in the case of any Public Offering in which the total number of
shares or Units to be sold represent less than 3% of the securities in free float of the same class, the
collaboration to be provided by the Company shall be limited to the provided for in the Applicable Laws;
(v) from the Company it shall not be required the collaboration on or provision of the registration of the
Offering (as a registered offering) or the Company (as a registered offeror) according to any applicable
regulation of any jurisdiction other than the Country, provided that, in the case of a Public Offering, the
Company shall obtain all necessary qualification under the terms of the securities act or blue-sky law
according to which the Units or shares of the Company shall be offered in connection with the Offering;
(vi) from the Company it shall not be required the collaboration on any sale or private placement to a
Restricted Person, except in the case, at any time, the Investor (Swiss Re Direct Investments Company
Ltd.) wish to sell the shares of the Company to a private equity fund, hedge fund, or other professional
financial investment or asset management company (Financial Sponsor) which is an Affiliate of a
Restricted Person, in this case, the Investor (Swiss Re Direct Investments Company Ltd.) can request
Sulasapar to agree with the Company and provide the necessary support in relation to any sale or
private placement to such Financial Sponsor, provided that the latter signs the confidentiality agreement
with the Company, being certain that the Company is not obliged to disclose to the Financial Sponsor
any sensitive information in terms of competition; (vii) from the Company it shall not be required to
collaborate on or register a Public Offering requested by the Investor (Swiss Re Direct Investments
Company Ltd.) between the fifth and seventh anniversary from the signature date of the IFC agreement,
except if the IFC has expressly agreed; (viii) from the Company it shall not be required to collaborate on
or register a Public Offering requested by the Investor (Swiss Re Direct Investments Company Ltd.)
between the fifth and seventh anniversary from the signature date of the IFC agreement, in case in the
12-month period prior to the request date of the Investor (Swiss Re Direct Investments Company Ltd.),
the Company has held a Public Offering started at the request from the IFC, according to the IFC
Agreement.
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15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which the
controlling shareholder is a party
The Investor (Swiss Re Direct Investments Company Ltd.) can request up to two Offerings according to
these provisions and each right shall be considered as having been exercised by the Investor (Swiss Re
Direct Investments Company Ltd.) whether the Offering on which the collaboration of the Company have
been requested according to the aforementioned provisions is performed or not, including because of
the market conditions, taking into account that, in the case that, in the fair opinion of the leading
coordinator of any Public Offering started by the Investor (Swiss Re Direct Investments Company Ltd.)
according to the provisions above, the sum of the number of the securities offered by the Investor
(Swiss Re Direct Investments Company Ltd.) and any other Person that is participating in such Public
Offering is in excess of the maximum number of securities that can be sold without adversely affecting
the Public Offering (including the sale price), the securities offered by the Investor (Swiss Re Direct
Investments Company Ltd.) shall have priority over all other securities of any other Person that intends
to be included in such Public Offering.
4. The proportional portion of the Investor (Swiss Re Direct Investments Company Ltd.) of any
reasonable costs or expenses incurred by the Company or Sulasapar (including, among others, with
external advisors, underwriters or other external service providers contracted by the Company or
Sulasapar) in relation to any Offering in which the Investor (Swiss Re Direct Investments Company Ltd.)
participates according to these provisions (however, not including the costs and expenses, whether
additional or not, incurred by the Company or Sulasapar with salaries or other compensation of
employees, executive officers or board members of the Company or Sulasapar involved in the Offering)
shall be immediately reimbursed by the Investor (Swiss Re Direct Investments Company Ltd.) after the
receipt by the Investor (Swiss Re Direct Investments Company Ltd.) of the adequate documentation
confirming the payment by the Company or Sulasapar, as applicable, of the reasonable external costs
and expenses, taking into account that provided that, in the case of an Offering that is implemented at
the request from the Investor (Swiss Re Direct Investments Company Ltd.) according to the provisions
above, contracting any Person which expenses have to be paid and/or shared with the Investor (Swiss
Re Direct Investments Company Ltd.) in an amount in excess of the equivalent of $20,000.00 (twenty
thousand dollars) shall be subject to the prior approval from the Investor (Swiss Re Direct Investments
Company Ltd.).
5. At the extent that it is allowed by the Law, the Company shall have to indemnify and absolve from
responsibility the Investor (Swiss Re Direct Investments Company Ltd.), and each of its executive
officers, board members, employees, consultants and legal advisors in relation to any loss, claim or
responsibility (and any related actions, processes or agreements) directly attributed to the Investor
(Swiss Re Direct Investments Company Ltd.) or any of the aforementioned persons arising from or in
connection with: (i) any false statement on a material fact contained in any prospectus, offering circular,
or other offering document in relation to the Company in any Offering, observing the item 3 (ii) above;
(ii) any failure to state therein a material fact necessary to cause the statements made therein not to be
misleading; and (iii) any violation of the Applicable Laws (including, among others, the securities act and
the exchange requirements applicable to any Offering) in relation to any act or omission by the
Company in any Offering.
356
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Version: 19
15.5 - Shareholders’ agreement filed with the headquarters of the issuer or to which the
controlling shareholder is a party
6. Regarding the inexistence of restriction, the agreement establishes that (a) the Units of the Investor
(Swiss Re Direct Investments Company Ltd.) and the shares of the Company represented by such Units
of the Investor (Swiss Re Direct Investments Company Ltd.) can be freely transferred and traded by the
Investor (Swiss Re Direct Investments Company Ltd.) at any time, at the discretion of the Investor
(Swiss Re Direct Investments Company Ltd.), provided that none of the rights of the Investor (Swiss Re
Direct Investments Company Ltd.) is conferrable or benefit any buyer of the Units of the Investor (Swiss
Re Direct Investments Company Ltd.) other than as provided in the Transfer performed to an Affiliate of
the Investor (Swiss Re Direct Investments Company Ltd.), according to the agreement; and (b) except
as provided for in item 1 above, the agreement does not impede or restrict, in any way, the right or
capacity of Shareholders to Transfer shares or Share Equivalents to any third party or enter into any
voting arrangement or other contract type with any third party, taking into account that provided that
(i) it does not infringe or conflict with the agreement or any of its provisions or the Applicable Law, nor
impedes or prohibit the capacity of the Shareholders or the Company to fulfill their obligations in
connection with the agreement, and (ii) whenever such Transfer or contract cause or could be
reasonable expected that it causes Sulasapar (or any respective successor) (A) to loose Control of the
Company, (B) to no longer hold more than 50% of the shares with voting rights of the Company, or (C)
loose the capacity to bring to effect or limit the right of the Investor (Swiss Re Direct Investments
Company Ltd.) to appoint the Appointed Board Member of the Investor according to the agreement,
Sulasapar and the Other Shareholders shall require, as a condition to any Transfer of shares and/or
Share Equivalents of the Company, that the assignee signs an Instrument of Adherence confirming that
she/he is bound to the agreement in the capacity of Other Shareholder in relation to the shares of the
Company and/or Share Equivalents transferred to such assignee. Any Transfer made in breach of the
above provisions shall be null and void.
The terms in capital letters mentioned above are the terms defined in the described shareholders’
agreement, available on the CVM website (www.cvm.gov.br) in the area of shareholders’ agreement of
the Company.
G. Description of clauses that restrict or bind the voting rights of the Board of Directors’
members
None.
357
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Version: 19
15.6 - Material changes in the ownership interests of the members of the control group and
management members of the issuer
I.
On February 27, 2013, the Company signed, as intervening-consenting party, a Stock Purchase
Agreement (the “Agreement”) entered into between its parent company Sulasapar Participações S.A.
and ING Insurance International B.V. (ING), shareholder of Sulasapar and SulAmérica, that sets forth
the corporate reorganization and repurchase, by Sulasapar, of the total shareholding interests of ING
in Sulasapar, Sulasa Participações S.A., the holding of the Larragoiti Family, current parent company
of Sulasapar, remaining as the single shareholder of Sulasapar upon the completion of the
transaction.
The transaction was completed on December 20, 2013, after the fulfillment of all preceding conditions
provided for in the Agreement. As a result of the completion of the Agreement: (i) it was transferred
to Amsterdã Holdings Ltda., a holding company controlled by the ING, 26,044,425 units
(corresponding to 26,044,425 common shares and 52,088,850 preferred shares) issued by the
Company owned by Sulasapar, by means of corporate restructuring of the latter; (ii) Sulasapar
acquired, by means of repurchase, the totality of shares it issued held by ING, no longer holding any
ownership interests in Sulasapar; (iii) the direct interest of Sulasapar in the Company became 25%;
(iv) the total interest (direct and indirect) of the Larragoiti Family, ultimate controlling interest
holders of SulAmérica, became 28%; and (v) ING became the holder of a direct interest of 21% in
the total capital of the Company, which was reduced to 10% (directly and by means of Amsterdã
Holdings Ltda.) with the completion of the disposal of 37,693,075 units owned by ING to a Swiss Re
Direct Investments Company Ltd, announced on November 18, 2013, completed on January 7, 2014,
and informed in item III below.
II.
On May 16, 2013, Sul América S.A. communicated that it was informed by its shareholder ING
Insurance International B.V. (ING) about the entering into a contract for purchase and sale of shares
between ING and the International Finance Corporation (IFC), member of the World Bank Group,
according to which ING agreed to sell to the IFC 26,455,026 Units representing 26,455,026 common
shares and 52,910,052 preferred shares issued by the Company. Such Units had already had their
restriction to the Shareholders’ Agreement of the Company lifted, as disclosed on February 27, 2013.
The acquisition was completed by the IFC on June 14, 2013, and according to the Material Fact
released on May 16, 2013, the IFC became the holder of 7.9% in the total capital of the Company,
whereas the ING maintained a total direct interest of 13.6%.
III.
On November 18, 2013, Sul América S.A. communicated that it has been informed by its
shareholders ING Insurance International B.V. (ING) about the entering into a contract for the
purchase and sale of shares between ING and Swiss Re Direct Investments Company Ltd (Swiss Re)
whereby ING agreed to sell to Swiss Re 37,693,075 Units, corresponding to 37,693,075 common
shares and 75,386,150 preferred shares issued by the Company.
Also, on November 18, 2013, Swiss Re entered with the members of the Larragoiti family, indirect
controlling shareholders of the Company (Larragoiti Family), into a contract for the acquisition of
13,106,928 common shares and 26,213,856 preferred shares, represented by 13,106,928 Units,
corresponding to approximately 3.8% of the total shares of the Company.
358
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
15.6 - Material changes in the ownership interests of the members of the control group and
management members of the issuer
On January 7, 2014, it was completed by Swiss Re Direct Investments Company Ltd (Swiss Re), the
acquisition of 37,693,075 units, representing 37,693,075 common shares and 75,386,150 preferred
shares issued by the Company, disposed by ING Insurance International B.V. (ING). In view of the
completion of the transaction and the effective transfer of units, Swiss Re became the holder of 14.9%
interest in the capital of the Company (excluding the treasury shares), whereas ING remained with a
total interest (direct and by means of Amsterdã Holdings Ltda.) of 10.0% (excluding the treasury
shares).
On January 31, 2014, ING Insurance International B.V. assigned and transferred to ING Verzekeringen
N.V. 8,029,091 common shares and 16,058,185 preferred shares representing the capital of the
Company by means of dividend in kind. Immediately thereafter, ING Verzekeringen N.V. assigned and
transferred its ownership interest to ING Insurance Topholding N.V. in dividend in kind, and then the
latter assigned and transferred the ownership interests to ING Groep N.V., by means of dividend in kind.
On January 31, 2014, ING Groep N.V. became a party to the Shareholders’ Agreement of the Company
entered into with Sulasa Participações S.A., Sulasapar Participações S.A. and Amsterdã Holdings Ltda.
on December 20, 2013.
359
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Version: 19
15.7 - Other material information
There is no other information considered relevant not included in the previous items.
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16.1 - Description of the issuer’s rules, policies and practices on the transactions with
related parties
On February 23, 2011, the Company’s Board of Directors approved the “Policy on Transactions with
Related Parties and other Situations Involving Conflicts of Interest”.
Such policy establishes that the transactions carried out by the Company with related parties shall meet
market conditions, in order to assure that they are arm’s length transactions.
Also, the policy establishes that, in case of interests conflicting with the interests of the Company by
shareholder or management member about certain issue(s) to be deliberated in the board meeting or
shareholders’ meeting, such party shall timely manifest its conflict of interest, declaring its impediment
to take part in the discussions and decisions on the issue. If the party fails to do so, the other party
attending the meeting may express the existing conflict, which shall be declared by majority of votes of
the attendants of said meeting.
The following transactions with the Company’s related parties are prohibited:
(i) those carried out on conditions different than the market’s jeopardizing the Company’s interests and
(ii) grant of loans to its parent company, management members and other related parties defined in
item 2 of the “Policy on Transactions with Related Parties and other Situations Involving Conflicts of
Interest”.
Under the Code of Ethics of the Company, the participation of management members and employees is
prohibited in business of private or personal nature that may interfere or conflict with the Company’s
interests or that result in the use of confidential information obtained because of their position or duty
performed in the Company.
In the past three fiscal years, the Company performed business transactions with related parties, as
disclosed in the respective Financial Statements, following market standards, not causing any benefit or
loss to the Company or any other parties.
For the full “Policy on Transactions with Related Parties and other Situations Involving Conflicts of
Interest”, refer to the investors’ relations website of the Company at www.sulamerica.com.br/ir.
361
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Version: 19
16.2 - Information on transactions with related parties
Related party
Transaction date
Amount involved
(Reais)
95,829.55
Existing balance
Amount (Reais)
Duration
Loan or other
type of debt
NO
Sulasapar
08/18/2009
65,618.79
95,829.55
04/17/2019
Participações S.A.
Relation with the
Parent company
issuer
Contract subject
Rental of real estate.
matter
Guarantee and
None.
insurances
Termination or
Nor provided for in
expiration
contract.
Transaction nature and reason
Sulasapar
04/04/2013
-20.929.520,96
(20,929,520.96)
(20,929,520.96)
04/18/2013
NO
Participações S.A.
Relation with the
Parent company
issuer
Contract subject
Dividends distributed to shareholders, interest holders or partners of
matter
SulAmérica
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Sulasapar
12/17/2012
-7,608,417.55
(7,608,417.55)
(7,608,417.55)
01/15/2013
NO
Participações S.A.
Relation with the
Parent company
issuer
Contract subject
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of SulAmérica.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Sul América
07/01/2001
3,945,526.07
246,275.52
3,945,526.07
Indefinite.
NO
Capitalização S.A. SULACAP
Relation with the
Subsidiary
issuer
Contract subject
Recovery of expenses arising from the shared use of the operational systems and administrative structure and is settled.
matter
Interest rate
charged
0.000000
0.000000
0.000000
0.000000
362
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Version: 19
16.2 - Information on transactions with related parties
Related party
Transaction date
Guarantee and
insurances
Termination or
expiration
Transaction nature
Sulasapar
Participações S.A.
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Sulasapar
Participações S.A.
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Sulasapar
Participações S.A.
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
None.
Amount involved
(Reais)
Existing balance
Amount (Reais)
Duration
Loan or other
type of debt
Interest rate
charged
62,539.35
90,634.49
04/17/2019
NO
0.000000
(5,449,026.12)
(5,449,026.12)
04/18/2012
NO
0.000000
04/18/2012
NO
0.000000
Nor provided for in contract.
and reason
08/18/2009
90,634.49
Parent company
Rental of real estate.
None.
Nor provided for in contract.
and reason
03/30/2012
-5,449,026.12
Parent company
Dividends distributed to shareholders, interest holders or partners of SulAmérica.
None.
Not applicable.
and reason
12/13/2011
-15,545,973.88
(15,545.973.88)
(15,545,973.88)
Parent company
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of SulAmérica
None.
Not applicable.
and reason
363
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Version: 19
16.2 - Information on transactions with related parties
Related party
Transaction date
Amount involved
(Reais)
-11,540,870.24
Existing balance
Amount (Reais)
Other associates and
12/17/2012
(11,540,870.24)
(11,540,870.24)
individuals
Relation with the
Subsidiaries and members of management bodies
issuer
Contract subject
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of
matter
SulAmérica.
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Other associates and
04/04/2013
-37,345,029.52
(37,345,029.52)
(37,345,029.52)
individuals
Relation with the
Subsidiary and members of management bodies
issuer
Contract subject
Dividends distributed to shareholders, interest holders or partners of SulAmérica.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Sulasapar
08/18/2009
93,073.19
67,560.97
93,073.19
Participações S.A.
Relation with the
Parent company
issuer
Contract subject
Rental of real estate.
matter
Guarantee and
None.
insurances
Termination or
Nor provided for in contract.
expiration
Transaction nature and reason
Sulasapar
12/13/2013
-15,639,308.21
(15,639,308.21)
(15,639,308.21)
Participações S.A.
Relation with the
Parent company
issuer
Contract subject
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of
matter
SulAmérica.
Guarantee and
None.
insurances
Duration
01/15/2013
Loan or other
type of debt
NO
Interest rate
charged
0.000000
04/18/2013
NO
0.000000
04/17/2019
NO
0.000000
04/20/2014
NO
0.000000
364
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
16.2 - Information on transactions with related parties
Related party
Transaction date
Sulasapar
Participações S.A.
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Sulasapar
Participações S.A.
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
ING Insurance
International BV
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
ING Insurance
International BV
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
12/13/2013
Amount involved
(Reais)
-15,639,308.21
Existing balance
Amount (Reais)
Duration
04/20/2014
Loan or other
type of debt
NO
Interest rate
charged
0.000000
(15,639,308.21)
(15,639,308.21)
04/17/2014
NO
0.000000
04/20/2014
NO
0.000000
NO
0.000000
Parent company
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of
SulAmérica.
None.
Not applicable
and reason
03/31/2014
-1,494,308.99
(1,494,308.99)
(1,494,308.99)
Subsidiary
Dividends distributed to shareholders, interest holders or partners of SulAmérica.
None.
Not applicable.
and reason
12/13/2013
-6,391,335.18
(6,391,335.18)
(6,391,335.18)
Shareholder
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of SulAmérica.
None.
Not applicable.
and reason
03/31/2014
-234,610.81
(234,610.81)
(234,610.81)
04/17/2014
Shareholder
Dividends distributed to shareholders, interest holders or partners of SulAmérica.
None.
Not applicable.
and reason
365
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366
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16.2 - Information on transactions with related parties
Related party
Transaction date
Amount involved
(Reais)
93,073.19
Existing balance
Amount (Reais)
Duration
Loan or other
type of debt
NO
Nova Ação
08/13/2010
67,560.96
93,073.19
Indefinite
participações S.A.
Relation with the
Same economic group
issuer
Contract subject
Recovery of expenses arising from shared use of real estate.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Gouvêa Vieira
01/01/2013
-167,777.10
(167,777.10)
(167,777.10)
Indefinite
NO
Advocacia
Relation with the
Other
issuer
Contract subject
Advisory and follow-up services of lawsuits, labor claims and tax proceedings. These contracts are renewed annually and terminated
matter
monthly
Guarantee and
None
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Gouvea Vieira
01/01/2013
-3,745,660.44
(3,745,660.44)
(3,745,660.44)
Indefinite
NO
Advogados
Associados
Relation with the
Other
issuer
Contract subject
Advisory and follow-up services of lawsuits, labor claims and tax proceedings. These contracts are renewed annually and terminated
matter
monthly.
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
J.H. Gouvea Vieira
01/01/2013
-5,439,323.80
(5,439,323.80)
(5,439,323.80)
Indefinite
NO
Escritório de
Advocacia
Relation with the
Other
issuer
Interest rate
charged
0.000000
0.000000
0.000000
0.000000
367
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16.2 - Information on transactions with related parties
Related party
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Other associates and
individuals
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Other associates and
individuals
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
ING Securities
Investment & Trust
Co., LTD
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Transaction date
Amount involved
Existing balance
Amount (Reais)
Duration
Loan or other
(Reais)
type of debt
Advisory and follow-up services of lawsuits, labor claims and tax proceedings. These contracts are renewed annually and terminated
monthly.
None.
Interest rate
charged
Not applicable.
and reason
12/13/2013
-14,491,289.50
(14,491,289.50)
(14,491,289.50)
04/20/2014
NO
0.000000
04/17/2014
NO
0.000000
Indefinite
NO
0.000000
Subsidiaries and members of management bodies.
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of
SulAmérica.
None.
Not applicable.
and reason
03/31/2014
-12,206,000.53
(12,206,000.53)
(12,206,000.53)
Subsidiaries and members of management bodies
Dividends distributed to shareholders, interest holders or partners of SulAmérica.
None.
Not applicable.
and reason
11/04/2009
242,014.50
242,014.50
242,014.50
Same economic group of the shareholders
Financial advisory on identification of potential investments in Brazil.
None.
Not applicable.
and reason
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16.2 - Information on transactions with related parties
Related party
Transaction date
Amount involved
(Reais)
8,914,784.85
Existing balance
Amount (Reais)
Duration
Caixa Capitalização
03/31/2014
8,914,784.85
8,914,784.85
04/30/2014
S.A.
Relation with the
Associate
issuer
Contract subject
Dividends distributed to shareholders, interest holders or partners of SulAmérica.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
ING Insurance
03/30/2012
-10,008,488.39
(10,008,488.39)
(10,008,488.39)
04/18/2012
International BV
Relation with the
Shareholder
issuer
Contract subject
Dividends and distributed to shareholders, interest holders or partners of SulAmérica.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
ING Insurance
12/13/2011
-3,516,322.71
(3,516,322.71)
(3,516,322.71)
04/18/2012
International BV
Relation with the
Shareholder
issuer
Contract subject
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of SulAmérica.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Nova Ação
08/13/2010
90,634.49
62,588.69
90,634.49
Indefinite
Participações S.A.
Relation with the
Same economic group
issuer
Loan or other
type of debt
NO
Interest rate
charged
0.000000
NO
0.000000
NO
0.000000
NO
0.000000
369
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16.2 - Information on transactions with related parties
Related party
Transaction date
Amount involved
Existing balance
(Reais)
Recovery of expenses arising from shared use of real estate.
Amount (Reais)
Duration
Loan or other
type of debt
Contract subject
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
ING Securities
11/04/2009
272,000.00
272,000.00
272,000.00
Indefinite
NO
Investment
Relation with the
Same economic group of the shareholders.
issuer
Contract subject
Provision of financial advisory on identification of potential investments in Brazil.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Gouvêa Vieira
01/01/2011
-300,309.04
(300,309.04)
(300,309.04)
Indefinite
NO
Advocacia
Relation with the
Other
issuer
Contract subject
Advisory and follow-up services of lawsuits, labor claims and tax proceedings. These contracts are renewed annually and terminated
matter
monthly.
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Gouvea Vieira
01/01/2011
-3,744,944.10
(3,744,944.10)
(3,744,944.10)
Indefinite
NO
Advogados
Associados
Relation with the
Other
issuer
Contract subject
Advisory and follow-up services of lawsuits, labor claims and tax proceedings. These contracts are renewed annually and terminated
matter
monthly
Guarantee and
None.
insurances
Interest rate
charged
0.000000
0.000000
0.000000
370
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16.2 - Information on transactions with related parties
Related party
Transaction date
Termination or
expiration
Transaction nature
J.H. Gouvea Vieira
Escritório de
Advocacia
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Other associates and
individuals
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Other associates and
individuals
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Not applicable.
and reason
01/01/2011
Amount involved
(Reais)
Existing balance
Amount (Reais)
Duration
Loan or other
type of debt
Interest rate
charged
-10,131,066.03
(10,131,066.03)
(10,131,066.03)
Indefinite
NO
0.000000
Other
Advisory and follow-up services of lawsuits of civil, labor and tax nature. These contracts are renewed annually and terminated monthly.
None.
Not applicable.
and reason
12/31/2011
-14,378,813.81
(14,378,813.81)
(14,378,813.81)
04/18/2012
NO
0.000000
04/18/2012
NO
0.000000
Subsidiaries and members of management bodies
Dividends distributed to shareholders, interest holders or partners of SulAmérica.
None.
Usual market conditions.
and reason
03/30/2012
-21,018,261.51
(21,018,261.51)
(21,018,261.51)
Subsidiaries and members of management bodies
Interest on shareholders’ equity distributed to shareholders, interestholders or partners of SulAmérica.
None.
Usual market conditions.
and reason
371
Reference Form – 2014 – SUL AMERICA S/A
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16.2 - Information on transactions with related parties
Related party
Transaction date
Amount involved
(Reais)
4,814,000.00
Existing balance
Amount (Reais)
Duration
Loan or other
type of debt
NO
Sul América
07/01/2001
111,000.00
4,814,000.00
Indefinite
Capitalização S.A. SULACAP
Relation with the
Subsidiary
issuer
Contract subject
Recovery of expenses arising from the shared use of the operational systems and administrative structure and is settled.
matter
Guarantee and
None.
insurances
Termination or
Nor provided for in contract.
expiration
Transaction nature and reason
ING Insurance
12/17/2012
-4,887,711.34
(4,887,711.34)
(4,887,711.34)
01/15/2013
NO
International BV
Relation with the
Shareholder
issuer
Contract subject
Interest on shareholders’ equity distributed to shareholders, interestholders or partners of SulAmérica.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
ING Insurance
04/04/2013
-13,502,268.58
(13,502,268.58)
(13,502,268.58)
04/18/2013
NO
International BV
Relation with the
Shareholder
issuer
Contract subject
Dividends distributed to shareholders, interest holders or partners of SulAmérica.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Nova Ação
08/13/2010
95,829.55
65,618.78
95,829.55
Indefinite
NO
Participações S.A.
Relation with the
Same economic group
issuer
Contract subject
Recovery of expenses arising from shared use of real estate.
matter
Guarantee and
None.
insurances
Interest rate
charged
0.000000
0.000000
0.000000
0.000000
372
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373
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16.2 - Information on transactions with related parties
Related party
Transaction date
Termination or
expiration
Transaction nature
ING Securities
Investments
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
J.H. Gouvea Vieira
Escritório de
Advocacia
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Gouvêa Vieira
Advocacia
Relation with the
issuer
Contract subject
matter
Guarantee and
insurances
Termination or
expiration
Transaction nature
Not applicable.
and reason
11/04/2009
Amount involved
(Reais)
Existing balance
Amount (Reais)
Duration
Loan or other
type of debt
Interest rate
charged
271,955.65
271,955.65
271,955.65
Indefinite
NO
0.000000
(9,248,490.77)
Indefinite
NO
0.000000
Same economic group of the shareholder
Financial advisory on identification of potential investments in Brazil
None.
Not applicable.
and reason
01/01/2012
-9,248,490.77
(9,248,490.77)
Other
Advisory and follow-up services of lawsuits, labor claims and tax proceedings. These contracts are renewed annually and terminated
monthly
None.
Not applicable
and reason
01/01/2012
-1,648,648.20
(1,648,648.20)
(1,648,648.20)
Indefinite
NO
0.000000
Other
Advisory and follow-up services of lawsuits, labor claims and tax proceedings. These contracts are renewed annually and terminated
monthly.
None.
Not applicable.
and reason
374
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16.2 - Information regarding related party transactions
Related party
Transaction date
Amount involved
(Reais)
-4,328,435.05
Existing balance
Amount (Reais)
Duration
Loan or other
type of debt
NO
Gouvea Vieira
01/01/2012
(4,328,435.05)
(4,328,435.05)
Indefinite
Advogados Associado
Relation with the
Other
issuer
Contract subject
Advisory and follow-up services of lawsuits, labor claims and tax proceedings. These contracts are renewed annually and terminated
matter
monthly.
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
International Finance
12/13/2013
-4,350,666.87
(4,350,666.87)
(4,350,666.87)
04/20/2014
NO
Corporation
Relation with the
Shareholder
issuer
Contract subject
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of SulAmérica.
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
International Finance
03/31/2014
-348,391.98
(348,391.98)
(348,391.98)
04/17/2014
NO
Corporation
Relation with the
Shareholder
issuer
Contract subject
Dividends distributed to shareholders, interest holders or partners of SulAmérica
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Swiss Re Direct
12/13/2013
-2,831,546.61
(2,831,546.61)
(2,831,546.61)
04/20/2014
NO
Investments
Company Ltd.
Relation with the
Shareholder
issuer
Interest rate
charged
0.000000
0.000000
0.000000
0.000000
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16.2 - Information on transactions with related parties
Related party
Transaction date
Amount involved
Existing balance
Amount (Reais)
Duration
(Reais)
Interest on shareholders’ equity distributed to shareholders, interest holders or partners of SulAmérica.
Loan or other
type of debt
Contract subject
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Swiss Re Direct
03/31/2014
-668,996.23
(668,996.23)
(668,996.23)
4/17/2014
NO
Investments
Company Ltd
Relation with the
Shareholder
issuer
Contract subject
Dividends distributed to shareholders, interest holders or partners of SulAmérica.
matter
Guarantee and
None
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Swiss Reinsurance
01/01/2013
18,672,953.13
18,672,953.13
18,672,953.13
Indefinite
NO
Relation with the
Member of the same economic group of the shareholder
issuer
Contract subject
Reinsurance operation between the subsidiary SALIC and reinsurance company of the same economic group of the investor (Swiss Re).
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Transaction nature and reason
Swiss Reinsurance
01/01/2013
-17,052,866.21
(17,052,866.21)
(17,052,866.21)
Indefinite
NO
Relation with the
Member of the same economic group of the shareholder
issuer
Contract subject
Reinsurance operation between the subsidiary SALIC and reinsurance company of the same economic group of the investor (Swiss Re).
matter
Guarantee and
None.
insurances
Termination or
Not applicable.
expiration
Interest rate
charged
0.000000
0.000000
0.000000
376
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16.2 - Information on transactions with related parties
Related party
Transaction date
Amount involved
(Reais)
Existing balance
Amount (Reais)
Duration
Loan or other
type of debt
Interest rate
charged
Transaction nature and reason
377
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16.3 - Identification of measures taken to deal with conflict of interest and to
show that agreed conditions are based on arms’ length principles or adequate
pay compensation
a. identify the measures taken to deal with conflicts of interests; and
In case of conflicts of interests, we adopt the governance practices provided for in the effective
legislation, as well as the rules set forth in the Level 2 Rules of the BM&FBOVESPA (that is, obligation to
disclose the transactions with related parties), not having a specific mechanism to identify conflicts of
interest. The decisions on our transactions with related parties are submitted to the examination of our
statutory Audit Committee, and the Company also adopts a “Policy on Transactions with Related Parties
and Other Situations Involving Conflicts of Interests”, approved in the meeting of the Board of Directors
held on February 23, 2011.
The Brazilian Corporation Law, for example, expressly prohibits our shareholders and management
members to vote in Shareholders’ Meetings or intervene in any transaction in which there is conflict
between their interests and ours. Transactions with conflict of interest are those that are not entered
into on normal market conditions, in which there is benefit provided to the related party and possibility
of jeopardizing or causing loss to us. The resolution taken as a result of the vote by a shareholder who
has interest conflicting with ours is nullifiable; the shareholder shall be liable for the damages caused
and shall be required to transfer to the Company the advantages that she/he has obtained. Article 115
of the Brazilian Corporation Law particularly regulates the exercise of voting rights by shareholders in
shareholders’ meeting, as well as the responsibility of the controlling shareholder in the company.
For additional information on conflicts of interests, see “Section 12” of this Reference Form.
b. show that agreed conditions are based on arms’ length principles or adequate pay
compensation
Our transactions and business with related parties are carried out with the intent of improving our
performance and also take into account the criteria of the best price, term, technical qualification and
financial charges compatible with the usual market practices, considering that all parties set terms for its
effective realization (settlement) – or when the term is indefinite, guarantee to the Company the right to
terminate them at its sole discretion, as well as the market’s interest rates (when applicable).
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17.1 - Information on capital
Authorization or approval date
Capital (Reais)
Type of capital
11/25/2013
Issued capital
2,319,882,346.85
Type of capital
11/25/2013
Subscribed capital
2,319,882,346.85
Type of capital
11/25/2013
Paid-up capital
2,319,882,346.85
Type of capital
07/28/2010
Authorized capital
0.00
Contribution period
Common shares
(Units)
Preferred shares
(Units)
Total shares
(Units)
Contribution made
immediately
512,362,664
509,842,829
1,022,205,493
Contribution made
immediately
512,362,664
509,842,829
1,022,205,493
Contribution made
immediately
512,362,664
509,842,829
1,022,205,493
225,000,000
225,000,000
450,000,000
379
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17.2 – Capital increases
Approval date
Body
that
approved
the
increase
03/31/2011
Shareholders’
Meeting
Criterion for setting the issue price
Contribution type
03/30/2012
Shareholders’
Meeting
Criterion for setting the issue price
Contribution type
04/04/2013
Shareholders’
Meeting
Criterion for setting the issue price
Contribution type
Issue date
Total issue
(Reais)
Increase
type
03/31/2011
52,051,403.08
Without share
issue
03/30/2012
82,000,000.00
Common
shares
(Units)
0
Preferred shares
(Units)
Total shares
(Unit)
0
0
Subscription
/ previous
capital
0.00000000
Private
8,092,663
6,558,915
14,651,578
1.73619981
subscription
The amount attributed to bonus shares, for tax purposes, shall be R$5.60 (five reais and sixty centavos) per share.
Bonus shall always be performed in whole numbers, so that, pursuant to article 169, paragraph 3, of Law 6,404/76, fractions arising out of
BM&FBOVESPA – Bolsa de Valores, Mercadorias e Futuros at a date to be disclosed by the Company, and the net amount then calculated is
shareholders holding possible fractions.
04/04/2013
1,000,000,000.0
Private
90,399,463
73,266,659
163,666,122
19.06332167
0
subscription
The amount attributed to bonus shares, for tax purposes, shall be R$5.60 (five reais and sixty centavos) per share.
Bonus shall always be performed in whole numbers, so that, pursuant to article 169, paragraph 3, of Law 6,404/76, fractions arising out of
BM&FBOVESPA – Bolsa de Valores, Mercadorias e Futuros at a date to be disclosed by the Company, and the net amount then calculated is
shareholders holding possible fractions.
Issue
price
Quotation
factor
0.00
R$ per Unit
5.60
5.60 R$ per
Unit
the bonus are sold on
made available to
6.11
5.60 R$ per
Unit
the bonus are sold on
made available to
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17.3 - Information on share splits, reverse splits and share bonus
Approval date
Number of shares before the approval (Units)
Common shares
Preferred shares
Total shares
Number of shares after the approval (Units)
Common shares
Preferred shares
Total shares
Bonus
03/30/2012
466,113,588
377,774,205
843,887,793
474,206,251
384,333,120
858,539,371
Bonus
04/04/2013
474,206,251
384,333,120
858,539,371
564,605,714
457,599,779
1,022,205,493
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17.4 - Information on capital decreases
Justification for not completing the table:
In the past three fiscal years no decrease was made in the capital of Sul América S.A. In relation to the
increase in capital informed in item 17.2 on March 31, 2011, the Company clarifies that such capital
increase was conducted without issue of shares and upon contribution of the balance of the reserve for
business expansion account and the totality of the reserves for tax incentive.
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17.5 - Other material information
On April 4, 2013, the capital increase of the Company, upon contribution of a portion of the balance of
the Statutory Reserve account in the amount of R$1,000,000,000.00, with the issue of 90,399,463
common shares and 73,266,659 preferred shares, without par value, providing shareholders, as share
bonus, 19.06332157 new common shares to every 100 common shares, and 19.06332157 new
preferred shares to every 100 preferred shares held on April 4, 2013, the shares arising from the share
bonus automatically comprising units, in the ratio of one common share and two preferred shares to
each unit.
On March 30, 2012, the capital increase of the Company, upon contribution of a portion of the balance
of the Legal Reserve account in the amount of R$82, 000,000.00, with the issue of 8,092,663 common
shares and 6,558,915 preferred shares, without par value, providing shareholders, as share bonus,
1.73619981 new common shares to every 100 common shares, and 1.73619981 new preferred shares
to every 100 preferred shares held on March 30, 2012, the shares arising from the share bonus
automatically comprising units, in the ratio of one common share and two preferred shares to each unit.
On July 28, 2010 the split of the shares issued by the Company so that each share, common or
preferred, represented or not by stock certificate (units), was split in three shares of the same type, the
capital thus comprising 843,887,793 shares, of which 466,113,588 are common shares and
377,774,205 are preferred shares, all registered and with no par value, without any change in the
proportion of common and preferred shares or to the rights and characteristics of each type.
383
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18.1 - Shares’ rights
Class of share or stock certificate
Tag along
Right to dividends
Voting rights
Convertibility
Convertibility conditions and the
effects on capital stock
Right to capital reimbursement
Description of characteristics of
capital reimbursement
Restriction to free float
Description of restriction
Conditions for changing the rights
entitled by such securities
Other material characteristics
Common
100.000000
According to Law 6,404/76 and Sul America S.A.’s Bylaws, for
each fiscal year, the shareholders of common and/or preferred
shares are entitled to 25% of the adjusted net income under the
terms of article 202 of Law 6,404/76, which shall be distributed
as mandatory dividend, except for the cases provided for by
law. The management proposal must be evaluated at the
Annual Shareholders’ Meeting for the distribution of dividends.
Full
Yes
The shareholders of the Company may convert their common
shares into preferred shares issued by the Company, at a ratio
of one common share to one preferred share, not being allowed
to exceed the maximum legal limit of preferred shares, the
Board of Directors of Sul America S.A. being responsible for
establishing the terms and periods for the exercise of such right.
In case the conversion of the shares held by shareholders of
common shares may result in a number of preferred shares in
excess of the legal limit of 50% of the total shares issued by Sul
America S.A., such conversion shall be performed by means of
apportionment between the interested shareholders, in the
proportion of their interest in the capital stock, up to such legal
limit.
Yes
It is entitled to the holders of common shares the
reimbursement of book value in case of liquidation of the
Company.
In the event of exercising the right of withdrawal, the amount to
be paid by the Company to the shareholders as reimbursement
for the respective shares, in the cases authorized by Law
6,404/76, as amended by Law 10,303/01, shall be calculated
based on the economic value of such shares, to be determined
in accordance to the valuation procedure accepted by Law
9,457/97, whenever such amount is lower than the book value
determined pursuant to article 45 of Law 6,404/76.
Yes
The restrictions in the terms of the Policy on Disclosure of
Material Act or Fact and Trading of Securities of Sul America
S.A., approved on July 27, 2012, shall be observed, as well as
those informed in Item 20 of this Reference Form
The Bylaws of the Company provides that the shareholders’
meeting may suspend the exercise of the rights, including the
voting rights, of the shareholder who do not comply with the
obligation imposed by law, its regulation or by the Bylaws,
including the disclosure of the acquisition of share interest.
According to Law 6,404/76, neither the Bylaws nor the
resolutions of the Company taken in Shareholders’ Meeting may
deny shareholders the right to: (i) profit sharing; (ii)
participate, in the event of Company liquidation, in the
distribution of any remaining assets, in proportion to its interest
in the capital; (iii) to inspect the Company management, as
provided in Law 6,404/76; (iv) the priority right in the
subscription of future capital increase, except as provided for in
Law 6,404/76; and (v) the right of withdraw from Company as
provided for in Law 6,404/76. Moreover, the Company is subject
to the following rules related to public offerings of shares,
besides the Bylaws of the Company (see item 18.2): (a) Law
6,404/76 (article 4, paragraphs 4, 5 and 6; article 4-A,
paragraphs 1 and 3, article 254-A, paragraphs 1 and 2; article
257, paragraphs 1, 2, 3 and 4); and (b) Level 2 Listing Rules of
Corporate Governance of BM&FBOVESPA.
384
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Class of share or stock certificate
Tag along
Version: 19
Preferred
100.000000
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18.1 - Shares’ rights
Right to dividends
Voting rights
Convertibility
Convertibility conditions and the
effects on capital stock
Right to capital reimbursement
Description of characteristics of
capital reimbursement
Restriction to free float
Description of restriction
Conditions for changing the rights
entitled by such securities
Other material characteristics
According to Law 6,404/76 and Sul America S.A.’s Bylaws, for
each fiscal year, the shareholders of common and/or preferred
shares are entitled to 25% of the adjusted net income under the
terms of article 202 of Law 6,404/76, which shall be distributed
as mandatory dividend, except for the cases provided for by
law. It’s the Annual Shareholders’ Meeting duty evaluate
management proposal for the distribution of dividends
Restricted
Voting rights of preferred shares: transformation, merger,
acquisition or split of the Company; approval of contracts
between the Company and its controlling shareholder, directly
or by means of third parties, and contracts involving other
companies in which the controlling shareholders have interests,
whenever the approval of these contracts is resolved in
Shareholders’ Meeting; appraisal of the assets allocated to
contribution in the capital increase of the Company; choice of
institution or company specialized in determining the economic
value of the Company, for purposes of public offering (chapter
VII of the Bylaws of the Company); and amendment or
revocation of the provisions of the Bylaws that modify the
requirements provided for in Section VI, item 4.1 of the Level 2
Rules (for the latter, provided that the Agreement for Adherence
to the Level 2 Differentiated Corporate Governance Practices
(the new name is Level 2 Corporate Governance Listing
Agreement) is in effect in the Company).
No
Yes
The holder of common shares is entitled to the reimbursement
of their book value in case of liquidation of the Company.
In the event of the exercise of the right of withdrawal, the
amount to be paid by the Company to the shareholders as
reimbursement for the respective shares, in the cases
authorized by Law 6,404/76, as amended by Law 10,303/01,
shall be calculated based on the economic value of such shares,
to be determined in accordance to the valuation procedure
accepted by Law 9,457/97, whenever the amount is lower than
the book value determined pursuant to article 45 of Law
6,404/76.
Yes
The restrictions in the terms of the Policy on the Disclosure of
Material Act or Fact and Trading of Securities of Sul America
S.A., approved on July 27, 2012, shall be observed, as well as
those informed in Item 20 of this Reference Form
The Bylaws of the Company provides that the shareholders’
meeting may suspend the exercise of the rights, including the
voting rights, of the shareholder who do not comply with the
obligation imposed by law, its regulation or by the Bylaws,
including the disclosure of the acquisition of share interest.
According to Law 6,404/76, neither the Bylaws nor the
resolutions of the Company taken in Shareholders’ Meeting may
deny shareholders the right to: (i) profit sharing; (ii)
participate, in the event of Company liquidation, in the
distribution of any remaining assets, in proportion to its interest
in the capital; (iii) to inspect the Company management, as
provided in Law 6,404/76; (iv) the priority right in the
subscription of future capital increase, except as provided for in
Law 6,404/76; and (v) the right of withdraw from Company as
provided for in Law 6,404/76. Moreover, the Company is subject
to the following rules related to public offerings of shares,
besides the Bylaws of the Company (see item 18.2): (a) Law
6,404/76 (article 4, paragraphs 4, 5 and 6; article 4-A,
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Version: 19
paragraphs 1 and 3, article 254-A, paragraphs 1 and 2; article
257, paragraphs 1, 2, 3 and 4); and (b) Level 2 Listing Rules of
Corporate Governance of BM&FBOVESPA.
387
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18.2 - Description of the possible statutory rules that limit the voting rights of
significant shareholders or require them to make a public offering
The Bylaws of Sul America S.A., in its article 45, provide that the shareholders’ agreements duly
registered with the Company’s headquarters, among the other agreements that regulate the exercise of
voting right, shall be honored by the Company and its management. The president of the Shareholders’
Meeting or of the Board of Directors’ meeting, as the case may be, shall: (i) declare the invalidity of the
vote casted by the shareholder or member of the Board of Director’s violating the terms of such
agreements, or (ii) authorize, in the event of absence or abstention of shareholders or member of the
Board of Directors, the other affected shareholders or member of the Board of Directors elected by the
affected shareholders, to vote with the shares or votes entitled to the absent or defaulting shareholders
or Board members.
In addition, the Company has a “Policy on Transactions with Related Parties and other Situations
Involving Conflicts of Interest”, which establishes in the case of conflicts with the interests of the
Company by shareholders or management members in relation to (a) certain issue(s) to be discussed in
the board meeting or shareholders’ meeting, the latter shall time announce his/her particular conflict of
interest, declaring herself/himself impeded from participating in discussions and resolutions on the
issue. If such party fails to do so, another party attending the meeting may declare the existing conflict,
which shall be declared by majority of votes of the meeting participants.
In relation to the public offering obligation, the Bylaws of Sul America S.A. provide, in its article 33, that
the disposal of controlling shareholder of the Company, both by means of a single transaction, and by
means of successive transactions, shall be contracted on suspensive or resolutory condition, that the
acquirer undertakes to carry out a offer for the acquisition of the shares of the remaining shareholders
of the Company (including the shareholders with preferred shares), in order to ensure the equal
treatment to that given to selling controlling shareholder (including minimum price of 100% of amount
paid per share with voting right of the selling controlling shareholder), observing the other conditions
and the terms provided for in the legislation and in the Level 2 Rules of BM&FBOVESPA. The
abovementioned public offering shall be performed: (a) in the cases of assignment for consideration of
subscription rights of shares and other titles or rights relative to convertible securities that may result in
the disposal of control of the Company; and (b) in case of disposal of control of company that holds the
controlling power of the Company.
Under the terms of article 35 of the Bylaws, the acquirer of the control power shall pay, to all the people
who sold the shares of the Company in the sessions that the Acquirer made the acquisitions,
proportionally to the daily selling net balance of each of them, an amount equivalent to the difference
between the public offering price and the amount paid per share occasionally acquired on stock
exchange over the six months prior to the takeover date, duly adjusted through the payment date,
BM&FBOVESPA being responsible for operating the distribution, according to its rules.
Furthermore, according to the Bylaws of Sul America S.A., article 37, a public offering shall be
performed, in which the minimum price to be offered shall be calculated based on the economic value of
the shares, to be determined in accordance to the appraisal report, following the legal rules and
regulations applicable to the Company in the following cases: (i) the cancellation of the registration as
public company (case in which the offering shall be performed by the Company or the controlling
shareholder); or (ii) delisting from the Level 2 Differentiated Corporative Governance Practices of
BM&FBovespa (case in which the offering shall be performed by the controlling shareholder); or (iii)
cancellation of the authorization to trade the securities issued by the Company in Level 2 because a
possible nonfulfillment of the obligations contained in Level 2 Rules not corrected in the term indicated
by BM&FBOVESPA (case in which the offering shall be performed by the controlling shareholder).
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18.2 - Description of the possible statutory rules that limit the voting rights of
significant shareholders or require them to make a public offering
There is also the requirement that any shareholder that acquires or becomes the holder of shares issued
by the Company, as well as the one who acquires or becomes the holder of other rights, including the
usufruct or trust, of the common shares issued by the Company, in a quantity equal or higher than 25%
of total common shares issued by the Company, carries out or request the registration of a tender offer
for the totality of shares issued by the Company, within a maximum period of 90 days.
In the case described in the above paragraph, the purchase price of each share issued by the Company
shall be the highest between: (i) the unit price of the shares issued by the Company in the economic
value appraisal report, determined in up to 60 days from the date of the Extraordinary Shareholders’
Meeting which take resolution on the choice of the company that shall prepare the appraisal report; and
(ii) the average price paid by the offering shareholder related to the last 5% of the shares issued by the
Company acquired prior to the purchase of the 25% portion, duly restated by the country’s base rate
(SELIC).
As provided for in Paragraph Eight of Article 41 of the Bylaws, the obligation described above does not
apply in the event a person become the owner of the shares issued by the Company in an amount equal
to or above 25% (twenty five percent) of the total common shares issued by it as a result of (i) merger
of one company into the Company, (ii) merger of the shares of another company into the Company, (iii)
subscription of the shares of the Company, performed in only one issue or more than one primary issue,
which has(have) been approved in Shareholders’ Meeting of the Company and/or by the Board of
Directors, and which proposal of capital increase has determined the setting of the issue price of shares
based on the economic value obtained from an appraisal report on the economic value of the Company
carried out by an expert institution or company with proven experience in appraisal of public companies;
(iv) succession by force of corporate reorganization or legal provision – including the succession by force
of inheritance – involving persons that are shareholders of the Company on October 1, 2007, and (a) its
respective direct or indirect subsidiaries on October 1, 2007, or (b) its respective direct or indirect
parent companies on October 1, 2007. For the purposes of this paragraph, control is understood as the
ownership of at least 50% (fifty percent) plus one share in the voting capital of the subsidiary and the
exercise of the rights to which lines (a) and (b) of article 116 of the Brazilian Corporation Law refers.
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18.3 - Description of exceptions and suspensive clauses related to equity or
political rights established by the Bylaws
The article 40 of the Bylaws of Sul America S.A. establishes that the Shareholders’ Meeting may suspend
the exercise of rights, including voting, of the shareholder who fails to comply with obligations imposed
by Law, its regulation or the Bylaws, including the one of disclosing the acquisition of any share as
previously described in item 18.1 of this Reference Form.
The Board of Directors of the Company shall convene the Extraordinary Shareholders’ Meeting, in which
the Acquirer Shareholder (according to the definition in Paragraph 11 of the Bylaws of the Company) can
not vote, to take resolution on the suspension of the exercise of the rights of the Acquirer Shareholder
that did not fulfill any of the obligations imposed by article 41 of the Bylaws of the Company, as
provided for in article 120 of Law 6,404/76.
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18.4 - Trading volume and the highest and lowest prices of traded marketable securities
Fiscal year
Quarter
12/31/2013
Security
03/31/2013
Stock Certificates Units (comprising
one common share
and two preferred
shares)
Stock Certificates Units (comprising
one common share
and two preferred
shares)
Stock Certificates Units (comprising
one common share
and two preferred
shares)
Stock Certificates Units (comprising
one common share
and two preferred
shares)
06/30/2013
09/30/2013
12/31/2013
Fiscal Year
12/31/2012
Quarter
Security
03/31/2012
Stock Certificates Units (comprising
one common share
and two preferred
shares)
Type
Type
Class
Class
Market
Managing entity
Traded amount
(Reais)
Highest price
(Reais)
Quotation
factor
16.96
Lowest
price
(Reais)
14.23
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
841,462,766
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
936,641,591
17.27
12.75
R$ per unit
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
553,526,827
16.00
12.25
R$ per unit
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
494,705,067
16.95
14.50
R$ per unit
Market
Managing entity
Traded amount
(Reais)
Highest price
(Reais)
Quotation
factor
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
523,964,675
15.60
Lowest
price
(Reais)
12.05
R$ per unit
R$ per unit
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18.4 - Trading volume and highest and lowest prices of traded marketable securities
Fiscal year
Quarter
12/31/2012
Security
06/30/2012
Stock Certificates Units (comprising
one common share
and two preferred
shares)
Stock Certificates Units (comprising
one common share
and two preferred
shares)
Stock Certificates Units (comprising
one common share
and two preferred
shares)
09/30/2012
12/31/2012
Fiscal year
12/31/2011
Quarter
Security
03/31/2011
Stock Certificates
Mobiliários-Units
(comprising one
common share and
two
preferred
shares)
Stock Certificates Units (comprising
one common share
and two preferred
shares)
30/06/2011
Type
Type
Class
Class
Market
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
445,564,957
13.77
Lowest
price
(Reais)
11.78
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
564,986,770
13.67
10.16
R$ per unit
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
482,607,728
14.95
12.23
R$ per unit
Highest price
(Reais)
Quotation
factor
R$ per unit
Market
Managing entity
Managing entity
Traded amount
(Reais)
Traded amount
(Reais)
Highest price
(Reais)
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
458,147,697
17.16
Lowest
price
(Reais)
14.24
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
477,102,432
17.23
15.22
Quotation
factor
R$ per unit
R$ per unit
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18.4 - Trading volume and highest and lowest prices of traded marketable securities
Fiscal year
12/31/2011
Quarter
Security
30/09/2011
Stock Certificates Units (comprising
one common share
and two preferred
shares)
Stock Certificates Units (comprising
one common share
and two preferred
shares)
31/12/2011
Type
Class
Market
Managing entity
Traded amount
(Reais)
Highest price
(Reais)
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
572,942,598
16.47
Lowest
price
(Reais)
11.72
Stock
exchange
BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
707,475,908
13.13
10.49
Quotation
factor
R$ per unit
R$ per unit
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18.5 - Description of other marketable securities issued
Security
Debentures
Identification of
marketable security
Third (3rd) Issue of Simple Debentures
Issue date
05/16/2014
Maturity date
05/16/2022
Number of units
(Units)
50,000
Total amount
(Reais)
500,000,000.00
Restriction to free float
Yes
Description of restriction
Debentures can only be traded between Qualified Investors
and after the lapse of 90 (ninety) days counted as from the
respective subscription or acquisition date, under the terms of
articles 13 and 15 of the CVM Instruction 476, and the
fulfillment, by the Company, of the obligations provided for in
article 17 of the CVM Instruction 476. Restriction to free float:
In the rules mentioned in items 18.6 and 18.10 of this
Reference Form.
Convertibility
No
Possibility of redemption
No
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18.5 - Description of other issued marketable securities
Characteristics of
marketable securities
The simple nonconvertible debentures, unsecured, are
composed of two series that total 50,000 debentures with unit
face value of R$10,000.0, on issue date, totaling an issue of
R$500.0 million, on the issue date. The first series
debentures, which total R$ 370.0 million, mature on May 15,
2019, with interest payments every six months of 108.25% of
the CDI, whereas the second series debentures, which total
R$130.0 million, shall fall due on May 15, 2022, with payment
of annual interest of 7.41%, plus the IPCA variation. The Unit
Face Value of outstanding First Series Debentures shall be
amortized in three annual and successive installments, taking
into account that (a) the first installment, in the amount
corresponding to 33.33% of the Unit Face Value of the
outstanding First Series Debentures, is due on May 15, 2017;
(b) the second installment, in the amount corresponding to
33.33% of the Unit Face Value of the outstanding First Series
Debentures, is due on May 15, 2018; and (c) the third
installment, in the amount corresponding to the debt balance
of the Unit Face Value of the outstanding First Series
Debentures, is due on the Maturity Date of the First Series;
and (ii) the Unit Face Value of the outstanding Second Series
Debentures shall be amortized in three annual and successive
installments, taking into account that: (a) the first
installment, in the amount corresponding to 33.33% of the
Unit Face Value of the outstanding Second Series Debentures,
is due on May 15, 2020; (b) the second installment, in the
amount corresponding to 33.33% of the Unit Face Value of
the outstanding Second Series Debentures, is due on May 15,
2021; and (c) the third installment, in the amount
corresponding to the debt balance of the Unit Face Value of
the outstanding Second Series Debentures, is due on the
Maturity Date of the Second Series. The Debentures shall
have their acceleration of maturity declared in the events and
under the terms provided for in the Indenture. The Indenture
shows the usual events of acceleration of maturity, among
which are: nonfulfillment by the Issuer of any contractual or
monetary obligation provided for in the Indenture;
assignment of the obligations of the Indenture, corporate
reorganization, change in corporate control, or transformation
of the Issuer; capital decrease or substantial change in the
corporate purpose of the Issuer; nonfulfillment of financial
obligations or unfavorable final and unapealable court
decisions, under the terms of the Indenture, or even the
occurrence of protests of the securities against the Issuer;
attachment of lien on the assets of the Issuer or distributions
paid to shareholders; loss of direct or indirect ownership of a
substantial portion of its assets; distribution and/or payment
of distribution of earnings to the shareholders of the Issuer, in
case the Issuer is in arrears in relation to any of its
obligations
established
in
the
Indenture;
and
the
nonobservance of the following financial ratios, described in
the Indenture: (i) Net Financial Debt equal to or lower than
twice the Cash Generation; (ii) Cash Generation equal to or
more than four times the Net Investment Income; and (iii)
Cash Generation equal to or above zero. The Fiduciary Agent
contracted to perform its duties and attributions, under the
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terms of the Law and the Indenture is Pentágono S.A.
Distribuidora de Títulos e Valores Mobiliários, to which a
remuneration of R$3,000.00 per year shall be paid.
For other information, see item 18.10 of this Reference Form.
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18.5 - Description of other issued marketable securities
Conditions for changing the
rights entitled by such
securities
Any change to the rights entitled to the debentureholders of
the third issue of Simple Debentures shall depend on the
approval from the debentureholders in a meeting,
representing a minimum of 75% (seventy five percent) of the
outstanding Debentures, except if otherwise provided for in
the Indenture and in the events of changes of (a) provisions
of Clause 9.6 of the Indenture; (b) any of the quorums
provided for in the Indenture; (c) Interest, except for the
provisions of Clauses 6.14.2 and 6.15.2 of the Indenture; (d)
any payment dates of any amounts provided for in the
Indenture; (e) effective term of the Debentures; (f) the type
of Debentures; (g) creation of renegotiation event; (h)
provisions related to Clause 6.17 of the Indenture; (i)
provisions related to Clause 6.18 of the Indenture; (j)
provisions related to Clause 6.19 of the Indenture; or (k) the
wording of any Event of Default, observing that, in case of
waiver or temporary forgiveness to an Event of Default, the
provision of Clause 9.6 of the Indenture shall apply; which
can only be proposed by the Company and shall be approved
by the Debentureholders representing a minimum of 95% of
the outstanding Debentures. 9.6 In the resolutions in the
meetings of Debentureholders, each outstanding Debenture
shall entitle one vote, a proxy being acceptable, whether the
latter is a Debentureholder or not.
Other material
characteristics
See items 18.6 and 18.10 of this Reference Form.
Security
Debentures
Identification of
marketable security
Issue date
First (1st) Issue of Simple Debentures
Maturity date
02/06/2017
Number of units
(Units)
50,000
Total amount
(Reais)
Restriction to free float
500,000,000.00
Description of restriction
Debentures can only be traded between Qualified Investors
and after the lapse of 90 (ninety) days counted as from the
respective subscription or acquisition date, under the terms of
articles 13 and 15 of the CVM Instruction 476, and the
fulfillment, by the Company, of the obligations provided for in
article 17 of the CVM Instruction 476. Restriction to free float:
In the rules mentioned in items 18.6 and 18.10 of this
Reference Form.
Convertibility
No
Possibility of redemption
No
02/06/2012
Yes
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18.5 - Description of other issued marketable securities
Characteristics of
marketable securities
The Debentures were issued in registered, book-entry form,
with the maturity date on February 6, 2017 and Unit Face
Value of R$10,000.00 (on issue date). The Debentures are
simple, unsecured, issued in sole series. The Face Value of
each Debenture shall be paid in three annual and successive
installments, in the following order: two installments, on
February 6, 2015 and February 6, 2016, each in the amount
corresponding to 33.33% of the face value of each
Debenture. The last installment is the amount corresponding
to the debt balance of the face value of each Debenture, owed
on the maturity date. On the debt balance of the face value of
each Debenture accrues interests corresponding to 100% of
the cumulative variation of the daily average rates of DI, plus
a surcharge of 1.15%, calculated and paid according to the
Indenture and the first amendment to the Indenture. The
Debentures shall have their acceleration declared in the
events and under the terms provided for in the Indenture.
The Indenture provides for the usual events of acceleration of
maturity, among which are the following:
- Nonfulfillment by the Issuer of any contractual or monetary
obligation provided for in the Indenture.
- Assignment of the obligations of the Indenture, corporate
reorganization, change in corporate control, or transformation
of the Issuer.
- Capital decrease or substantial change in the corporate
purpose of the Issuer.
- Nonfulfillment of the financial obligations or unfavorable
final and unappealable court decisions, under the terms of the
Indenture, or even occurrence of protests of securities against
the Issuer.
- Attachment of lien on the assets of the Issuer or
distributions paid to shareholders;
- Loss of direct or indirect ownership of a substantial portion
of its assets;
- Distribution and/or payment of distribution of earnings to
the shareholders of the Issuer, in case the Issuer is in arrears
in relation to any of its obligations established in the
Indenture.
- Nonobservance of the following financial ratios, described in
the Indenture: (i) Net Financial Debt equal to or lower than
twice the Cash Generation; (ii) Cash Generation equal to or
more than four times the Net Investment Income; and (iii)
Cash Generation equal to or above zero.
The Fiduciary Agent contracted to perform its duties and
attributions, under the terms of the Law and the Indenture is
Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários,
to which a remuneration of R$6,500.00 per year. The
Fiduciary Agent shall also receive an additional remuneration
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equivalent to R$100.00 (one hundred reais) per man-hour
dedicated to the activities related to the Issue and the
Debentures, in case of default by the Company.
For other information, see item 18.10 of this Reference Form.
18.5 - Description of other issued marketable securities
Conditions for changing the
rights entitled by such
marketable securities
Any change to the rights entitled to the debentureholders of
the first issue of Simple Debentures shall depend on the
approval from the debentureholders in a meeting,
representing a minimum of 75% (seventy five percent) of the
outstanding Debentures, except if otherwise provided for in
the Indenture and in the events of changes of (i) quorums;
(ii) Interest (except in the event of termination, limitation
and/or non release of the DI rate); (iii) payment dates; (iv)
effective term; (v) debenture type; (vi) renegotiation; (vii)
optional early redemption; (viii) optional accelerated
amortization; (ix) early redemption offer; (x) wording of any
event of default; (xi) the provisions of items “(i)” to “(xii)”
above, which can only be proposed by the Company and shall
be approved by Debentureholders representing a minimum of
95% of the outstanding Debentures. In the resolutions from
the meetings of Debentureholders, each outstanding
Debenture entitles to one vote.
Other material
characteristics
See items 18.6 and 18.10 of this Reference Form.
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18.6 – Brazilian markets where the securities are listed for trading
The shares of the Company are traded as stock certificates (units – SULA11) in the proportion of one
common share and two preferred shares, listed for trading on BM&FBovespa S.A. – Bolsa de Valores,
Mercadorias e Futuros.
The first issue Debentures of the Company were registered for trading in the secondary market by
means of the National Debenture Module (“Módulo Nacional de Debêntures” in portuguese, or SND),
administered and operated by CETIP. Debentures can only be traded between Qualified Investors and
after the lapse of 90 (ninety) days counted from the respective subscription or acquisition date, under
the terms of the articles 13 and 15 of CVM Instruction 476, and the fulfillment, by the Company, of the
obligations provided for in article 17 of CVM Instruction 476.
The third issue Debentures of the Company were registered for trading in the secondary market by
means of the CETIP 21 Module – Securities (CETIP21), administered and operated by CETIP. Debentures
can only be traded between Qualified Investors and after the lapse of 90 (ninety) days counted from the
respective subscription or acquisition date, under the terms of the articles 13 and 15 of CVM Instruction
476, and the fulfillment, by the Company, of the obligations provided for in article 17 of CVM Instruction
476.
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18.7 - Information on the class and type of the security listed for trading in
foreign markets
There are no securities listed for trading in foreign markets.
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18.8 - Public Offerings made by the issuer or third parties, including parent
companies and associates and subsidiaries, related to the issuer’s securities
In the last quarter of 2011, the Company started the process for its first issue of debentures.
On January 4, 2012, the Board of Directors of the Company approved the first issue of simple
nonconvertible debentures, unsecured, in a single series, in the total amount of R$500,000,000.00 for
public distribution with restricted placement efforts, pursuant to CVM Instruction 476/09.
On February 6, 2012, 50 thousand debentures were issued, with unit face value of R$10 thousand and
maturity of five years, thus falling due on February 6, 2017.
The face value of debentures shall be amortized in three annual and successive installments from the
third year of their issue. Debentureholders shall be entitled to payment of interests every six months,
corresponding to 100% of the cumulative variation of the average daily rates of one-day interbank
deposit rate (DI), over extra-group, plus a surcharge of 1.15% per year of 252 business days, defined
according to the Bookbuilding Procedure held on February 8, 2012.
The net proceeds obtained by the Company with the issue of debentures were used for:
(i) meeting the cash needs resulting from the expansion of the operations of the Company and/or
direct or indirect subsidiary (according to the definition of control provided for in article 116 of the
Brazilian Corporation Law) by the Company;
(ii) restoring the cash position of the financial debt; and
(iii) general corporate purposes.
This operation was rated brAA (Brazil National Scale) by Standard & Poor's AA-rating (preliminary longterm national rating) by Fitch Ratings. After the issue date of the debentures, Fitch Ratings upgraded
the long term national rating to AA(bra).
On May 16, 2014, the Board of Directors of the Company approved the issue of Simple Nonconvertible
Debentures, unsecured, in up to two series, composed of 50,000 debentures with unit face value of
R$10,000.00, on issue date, totaling an issue of R$500.0 million, on issue date.
The first series debentures, which totaled R$370.0 million, shall mature on May 15, 2019, with interest
paid every six months of 108.25% of the cumulative variation of the daily average rates of one-day
Interbank Deposits (DI), over extra-group, while the second series debentures, which totaled R$130.0
million, shall mature on May 15, 2022, with interest paid annually of 7.41%, plus the variation of the
National Extended Consumer Price Index (IPCA), released by the Brazilian Institute of Geography and
Statistics (IBGE). The face value of both series shall be amortized in three annual and successive
installments, the last one paid on the respective maturity of each series.
The debentures were the purpose of the Public Offering with restrict placement efforts, under the terms
of Law 6,385, of December 7, 1976, as amended, of CVM Instruction 476, of January 16, 2009, as
amended, solely targeted at Qualified Investors, as defined in the CVM Instruction 476.
The net proceeds obtained by the Company with the Issue shall be fully used to:
(i) meeting the cash needs and taking the opportunities for the expansion of own operations that are
currently performed by the Company and its subsidiaries; and
(ii) taking the opportunities for consolidation in the markets where the Company and its subsidiaries
operate.
This operation received the AA(bra) risk rating by Fitch Ratings.
Also, the Company informs that there was no public offering performed by third parties (including parent
companies and subsidiaries and associates), related to the securities issued by the Company.
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18.9 - Description of tender offers made by the issuer related to the shares
issued by third parties
Not applicable, once there was no tender offer made by the issuer related to the shares issued by third
parties over the past three fiscal years, or in the current fiscal year.
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18.10 - Other material information
On October 4, 2007, the Company carried out a public offering of 21,739,132 units, with an over
allotment of up to 3,260,868 units, issued at the price of R$31 per Unit. The over allotment of the public
offering of shares was fully exercised by UBS Pactual, totaling an issue of 25 million units in the scope of
the public offering of shares. To carry out the offering, the Company relied on the support of four
financial institutions, four law firms, and two audit firms. The units are listed in Level 2 of Corporate
Governance of BM&FBOVESPA, and consist of one common share and two preferred shares. The
shareholding composition after the public offering of shares is described in item 15.1 of this Reference
Form.
The Company understands that is material the provision of information on its relationship with the debt
market, to provide a true, accurate and complete picture of its economic and financial condition, upon
the event of its issue of debentures.
The first issue of simple nonconvertible debentures, unsecured, in sole series had the following
characteristics:
(i) Use of Proceeds: the net proceeds obtained by the Company with the Issue shall be used for (i)
meeting cash needs resulting from the expansion of operations of the Company and/or any of the
Company´s direct or indirect subsidiary (as defined under Article 116 of the Brazilian Corporation Law)
by the Company ("Subsidiary"), (ii) restoring cash after the settlement of the financial debt; and (iii)
general corporate purposes.
(ii) Placement: the Debentures were the purpose of the public offering with restricted placement
efforts, under the terms of the CVM Instruction 476, with firm placement commitment in relation to the
totality of Debentures, with the intermediation of the Underwriters, in terms of the Debentures
distribution agreement ("Underwriting Agreement"), having as target qualified investors as defined
under the terms Article 4 of CVM Instruction 476 ("Qualified Investors");
(iii) Bookbuilding Procedure: a bookbuilding procedure was adopted, organized by the Underwriters,
without receiving booking orders, without minimum or maximum allotments, for definition with the
Company, observing the provisions of Article 3 of CVM Instruction 476, of the Interest (as defined in
item (xx) below), within the limit specified in item (xx) below ("Bookbuilding Procedure");
(iv) Subscription Period: at any time as from the initial date of the Offering, observing the provisions
of Article 8, paragraph 2 of CVM Instruction 476;
(v) Subscription and Payment Type and Payment Price: Securities Distribution Module (“Módulo de
Distribuição de Títulos” in portuguese, or SDT) managed and operated by CETIP SA – Mercados
Organizados (CETIP), by a maximum of 20 Qualified Investors, in cash, upon subscription ("Payment
Date"), and in local currency at Face Value (as defined in item (x) below), plus the Interest (as defined
in item (xx) below), calculated on pro rata basis from the Issue Date (as defined in item (xvii) below) to
the respective Payment Date;
(vi) Trading: the secondary market by means of the National Debenture Module (“Módulo Nacional de
Debêntures” in portuguese, or SND), managed and operated by CETIP. The Debentures may only be
traded among Qualified Investors, after the lapse of 90 (ninety) days counted from the respective
subscription or acquisition date, under the terms of Articles 13 and 15 of CVM Instruction 476, provided
that the Company is in compliance with the obligations provided for in Article 17 of CVM Instruction 476;
(vii) Number of Issue: first debentures issue of the Company;
(viii) Total Issue Amount: R$500,000,000.00 (five hundred million reais), on the Issue Date ("Total
Issue Amount");
(ix) Quantity: 50,000 (fifty thousand) Debentures;
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(x) Face Value: unit face value of R$10,000.00 (ten thousand reais) on the Issue Date ("Face Value"),
observing the provisions of Article 4, item II of CVM Instruction 476;
(xi) Series: single series;
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18.10 - Other material information
(xii) Form: registered form, book entry, without the issue of certificates;
(xiii) Depositary Institution: Itaú Corretora de Valores S.A., financial institution based in the city of
São Paulo, State of São Paulo, at Av. Faria Lima 3400, 10 o andar, enrolled with CNPJ under #
61.194.353/0001-64 ("Depositary Institution");
(xiv) Agent Bank: Itaú Unibanco S.A., a financial institution based in the city São Paulo, State of São
Paulo, at Praça Alfredo Egydio de Souza Aranha 100, Torre Olavo Setubal, enrolled with CNPJ under #
60.701.190/0001-04 ("Agent Bank").
(xv) Convertibility: not convertible into the shares issued by the Company;
(xvi) Type: unsecured, under the terms of Article 58 of the Brazilian Corporation Law;
(xvii) Issue Date: February 6, 2012 ("Issue Date");
(xviii) Term and Maturity Date: 5 (five) years counted from the Issue Date, thus maturing on
February 6, 2017 ("Maturity Date"), except for the events of early redemption of the Debentures and/or
acceleration of the maturity of obligations arising from the Debentures, under the terms of the
Indenture;
(xix) Payment of Face Value: without prejudice to the payments arising from the early redemption of
Debentures and/or acceleration of the maturity of obligations arising from the Debentures, under the
terms of the Indenture, the Face Value of each Debenture shall be paid in three successive annual
installments, in the following order:
(a) two installments, each corresponding to 33.33% (thirty-three point thirty-three per cent) of the
Face Value of each Debenture, payable on February 6, 2015 and February 6, 2016; and
(b) the last installment in the amount corresponding to the outstanding balance of the Face Value of
each Debenture, payable on Maturity Date;
(xx) Interest:
(a) monetary restatement: the Face Value of each Debenture shall not be monetarily restated; and
(b) coupon interest: on the outstanding balance of the Face Value of each Debenture, corresponding to
100% (one hundred percent) of the cumulative variation of the daily average rates of one-day
Interbank Deposits (DI), over extra-group, expressed in percentage per year, basis of 252 (two
hundred fifty two) business days, calculated and released daily by CETIP, in the daily bulletin
available on its website (http://www.cetip.com.br) (“DI Rate”), plus a surcharge of 1.15% per year
of 252 business days (“Surcharge” combined with the DI Rate, “Interest”), calculated exponentially
and cumulatively on pro rata basis per business days elapsed since the Issue Date or the payment
date of the immediately prior Interest, as the case may be, until the actual Interest payment date.
Without prejudice to the payments derived from the early redemption of Debentures or acceleration
of the maturity of the obligations arising from the Debentures, under the terms of the Indenture,
the Interest shall be paid every six months from the Issue Date, on February 6 and August 6 each
year, the first payment occurring on August 6, 2012 and the last, on the Maturity Date.
(xxi) Scheduled Renegotiation: there will be no scheduled renegotiation;
(xxii) Optional Early Redemption: the Company may not voluntarily perform early redemption of any
Debentures;
(xxiii) Optional Acceleration of Maturity: the Company may not voluntarily perform the optional
acceleration of the maturity of any Debentures;
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18.10 – Other material information
(xxiv) Early Redemption Offer: the Company may, at any time, carry out a full or partial early
redemption offer of Debentures, with the consequent cancellation of such Debentures, which shall be
addressed to all Debentureholders, without distinction, ensuring equal conditions to all Debentureholders
on acceptance of the early redemption of the Debentures they hold, under the terms and conditions
provided for in the Indenture (“Early Redemption Offer”). The Early Redemption Offer shall provide for:
(a) whether the redemption shall be total or partial, upon draw, under the terms of Article 55,
paragraph 2, of Brazilian Corporation Law, to be coordinated by the Trustee; (b) the amount of the
redemption premium, if any, which can not be negative, (c) the effective date for redemption and
payment of the Debentures to be redeemed, and the payment shall coincide with a payment date of
Interest as provided for in item (xx) above (d) the form of manifestation by the Debentureholders who
opt for accepting the Early Redemption Offer, and (e) other information necessary for decision making
by the Debentureholders on accepting or not the Early Redemption Offer and the operationalization of
the redemption of Debentures;
(xxv) Optional Acquisition: the Company may at any time, acquire the outstanding Debentures
provided that it observes the provisions of Article 55, paragraph 3, of the Brazilian Corporation Law and
the applicable CVM rules. The Debentures acquired by the Company may, at Company’s discretion, be
canceled, held in treasury or be placed on the market again. The Debentures acquired by the Company
to be held in treasury, if and when placed again on the market, shall entitled to the same Interest
applicable to other outstanding Debentures;
(xxvi) Payment Venue: payments related to the Debentures and any other amounts which may be
payable by the Company under the terms of the Indenture will be made by the Company, (i) with
respect to the Debentures electronically held in custody at CETIP, through CETIP, or (ii) with respect to
the Debentures that are not electronically held in custody at CETIP, through the Depository Institution;
(xxvii) Default Charges: in case of noncompliance with the timing of the payment of any amount
owed by the Company to the Debentureholders under the Indenture, in addition to payment of Interest,
calculated on pro rata basis from the Issue Date or the payment date of the immediately prior Interest,
as the case may be, until the actual payment date, on any and all amounts in arrears, shall be accrued,
without notice, notification or judicial or extrajudicial question, (i) late payment interest of 1% (one
percent) per month, calculated on pro rata basis from the default date until the actual payment, and (ii)
late payment fine of 2% (two percent) (“Late Payment Charges”);
(xxviii) Acceleration of Maturity: the Trustee shall declare the acceleration of amortization of the
obligations arising from Debentures, and require the immediate payment by the Company, of the
outstanding balance of the Face Value of the outstanding Debentures, plus Interest, calculated on pro
rata basis from the Issue Date or the payment date of the immediately prior Interest, as the case may
be, until the actual payment date, without prejudice, if applicable, to the Late Payment Charges (as
defined below), in any of the events referred to in Articles 333 and 1,425 and Law 10,406 of January 10,
2002, as amended ("Civil Code"), and / or any of the events provided for in the Indenture.
The third issue of simple nonconvertible debentures, unsecured, in two series, has the following
characteristics:
(i) Use of Proceeds. The net proceeds obtained by the Company with the Issue shall be fully used for
(i) meeting the cash needs and taking opportunities for expansion of the current operations carried out
by the Company and its Subsidiaries; and (ii) taking the possible opportunities for consolidation in the
markets where the Company and its Subsidiaries operate.
(ii) Placement. The Debentures shall be the purpose of the public offering with restricted placement
efforts, under the terms of the Securities Act, the CVM Instruction 476, and other applicable legal
provisions and regulations, and the “Agreement for Underwriting and Public Offering of Third Issue of
Simple Nonconvertible Debentures, Unsecured, of Sul América S.A. (“Underwriting Agreement”), with
the intermediation of the institutions that take part in the securities distribution system (“Coordinator”,
the leading intermediate institution being the “Leading Coordinator”), under the regime of firm
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placement commitment, in relation to the totality of Debentures, having as target qualified investors as
defined under Article 4 of CVM Instruction 476 ("Qualified Investors").
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18.10 – Other material information
(iii) Bookbuilding Procedure. It was adopted a procedure for bookbuilding procedure, organized by
the Underwriters, without receiving booking orders, without minimum or maximum allotments, for
definition with the Company, having observed the provisions of Article 3 of CVM Instruction 476, on the
carry out of the Issue in two series, and the issue and amount of First Series Debentures and Second
Series Debentures under the terms of items ix and xi below ("Bookbuilding Procedure").
(iv) Subscription Period. In compliance with the requirements to which Clause 2 of the Indenture
refers, the Debentures shall be subscribed, at any time, as from the initial date of the distribution of the
Offering, having observed the provisions of Article 8, paragraph 2 of CVM Instruction 476.
(v) Subscription, and Payment Term and Payment Price. The Debentures shall be subscribed and
paid on only one date, by means of MDA, by a maximum of 20 (twenty) Qualified Investors, in cash,
upon subscription ("Payment Date"), and in local currency at the Unit Face Value.
(vi) Trading. The Debentures shall be registered for trading in the secondary market by means of
CETIP21. The Debentures may only be traded in organized over the counter market after the lapse of 90
(ninety) days counted from the respective subscription or acquisition date by the investor, under the
terms of Articles 13 and 15 of CVM Instruction 476.
(vii) Number of Issue. The Debentures represent the third issue of debentures of the Company.
(viii) Total Issue Amount. The total amount of the Issue shall be R$500,000,000.00 (five hundred
million reais), on the Issue Date, having observed the provisions in item xi below.
(ix) Quantity. 50,000 (fifty thousand) Debentures shall be issued, having observed the provisions in
item (xi) below.
(x) Unit Face Value. The Debentures shall have a unit face value of R$10,000.00 (ten thousand reais)
on Issue Date ("Unit Face Value"), having observed Article 4, section II of CVM Instruction 476.
(xi) Series. The Issue shall be carried out in two series, the first series comprising 37,000 (thirty seven
thousand) Debentures (“First Series Debentures”) and the second series comprising 13,000 (thirteen
thousand) Debentures (“Second Series Debentures”).
(xii) Ownership Form and Confirmation. The Debentures shall be issued in registered, book-entry
form, without issue of certifications, taking into account that for all legal purposes, the ownership of
Debentures shall be confirmed by the statement of the deposit account issued by the Bookkeeping
Agent, and, additionally, in relation to the Debentures that are held on electronic custody by CETIP, an
statement shall be issued in the name of the Debentureholder, which will serve as confirmation of the
ownership of such Debentures.
(xiii) Assigned Bookkeeping Agent. The institution that provides Debenture registering services is
Itaú Corretora de Valores S.A., a financial institutions based in the city of São Paulo, state of São Paulo,
at Avenida Brigadeiro Faria Lima 3400, 10º andar, enrolled with the CNPJ under 61.194.353/0001-64
("Bookkeeping Agent").
(xiv) Settlement Bank. The institution that provided services of Debenture settlement bank is Itaú
Unibanco S.A., a financial institution, with office in the city of São Paulo, state of São Paulo, at Praça
Alfredo Egydio de Souza Aranha 100, Torre Olavo Setubal, enrolled with the CNPJ under
60.701.190/0001-04 ("Settlement Bank").
(xv) Convertibility. The debentures are not convertible into the shares issued by the Company.
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18.10 - Other material information
(xvi) Type. The Debentures are unsecured, under the terms of article 58 of the Brazilian Corporation
Law, without guarantee or priority.
(xvii) Issue Date. For all legal effects, the issue date of the Debentures shall be May 16, 2014 ("Issue
Date").
(xviii) Maturity Period and Date. Except for the events of early maturity of the Debentures and/or
acceleration of the maturity of the obligations arising from the Debentures, under the terms provided for
in this Indenture, the maturity period:

of First Series Debentures shall begin on Issue Date and end on May 15, 2019 ("Maturity Date of
First Series"); and

of Second Series Debentures shall begin on Issue Date and end on May 15, 2022 ("Maturity Date
of Second Series").
(xix) Payment of the Unit Face Value. Without prejudice to the payments arising from the early
redemption of Debentures and/or acceleration of the maturity of the obligations arising from
Debentures, under the terms provided for in this Indenture:

the Unit Face Value of First Series Debentures outstanding shall be amortized in three annual and
successive installments, of which:
- the first installment, in the amount corresponding to 33.33% (thirty three point thirty three
percent) of the Unit Face Value of the First Series Debentures outstanding, falling due on May
15, 2017;
- the second installment, in the amount corresponding to 33.33% (thirty three point thirty three
percent) of the Unit Face Value of the First Series Debentures outstanding, falling due on May
15, 2018; and
- the third installment, in the amount corresponding to the debt balance of the Unit Face Value
of the Outstanding First Series Debentures, due on the Maturity Date of the First Series; and

the Unit Face Value of Second Series Debentures outstanding shall be amortized in three annual
and successive installments, of which:
- the first installment, in the amount corresponding to 33.33% (thirty three point thirty three
percent) of the Unit Face Value of the Second Series Debentures outstanding, falling due on
May 15, 2020;
- the second installment, in the amount corresponding to 33.33% (thirty three point thirty three
percent) of the Unit Face Value of the Second Series Debentures outstanding, falling due on
May 15, 2021; and
- the third installment, in the amount corresponding to the debt balance of the Unit Face Value
of the First Series Debentures outstanding, falling due on the Maturity Date of the Second
Series.
(xx) First Series Interests. The interests of the First Series Debentures shall be as follows:

monetary adjustment: the Unit Face Value of the First Series Debentures outstanding shall not be
monetarily adjusted; and
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18.10 - Other material information

Coupon interests: on the debt balance of the Unit Face Value of the First Series Debentures
outstanding shall accrue interests of 108.25% (one hundred and eight point twenty five percent),
of the cumulative variation of daily average rates of one-day Interbank Deposits (DI), over extragroup, expressed in percentage per year of 252 (two hundred fifty two) business days, daily
calculated and released by CETIP, in the daily bulleting available on its Internet website
(http://www.cetip.com.br) ("DI Rate") ("First Series Interests"), calculated exponentially and
cumulatively on pro rata basis over the elapsed business days, from the Payment Date or
immediately prior payment date of the First Series Interests, as the case may be, until the actual
payment date of the First Series Interests. Without prejudice to the payments arising from the
early redemption of the Debentures and/or acceleration of the maturity of the obligations arising
from Debentures, under the terms provided for in this Indenture, the First Series Interests shall
be repaid on November 15, 2014, and from then, every six months, on day 15 (fifteen) of May
and November of each year, the first being repaid on November 15, 2014 and the last one on the
Maturity Date of First Series.
(xxi) Second Series Interests. The interests of Second Series Debentures shall be as follows:

monetary adjustment: the Unit Face Value of the Second Series Debentures outstanding shall be
adjusted by the variation of the National Extended Consumer Price Index (IPCA), released by the
IBGE, from the Payment Date to the actual payment date, the product of the adjustment being
automatically added to the Unit Face Value of the Second Series Debentures outstanding
("Monetary Adjustment of the Second Series").
(xxii) Scheduled Renegotiation. There shall be no scheduled renegotiation.
(xxiii) Optional Early Redemption. Except as provided for in item (xxv) below, the Company may not
voluntarily carry out the early redemption of any Debenture.
(xxiv) Optional Accelerated Amortization. The Company may not voluntarily carry out the
accelerated amortization of any Debenture.
(xxv) Optional Early Redemption Offer. The Company may, at its sole discretion, carry out, at any
time, the optional early redemption offer, total or partial, of the outstanding Debentures, in general or
by series, as defined by the Company, with the consequent cancellation of such Debentures, which shall
be addressed to all Debentureholders, in general or by series, as defined by the Company, without
distinction, assuring equal conditions to all Debentureholders, in general or by series, as defined by the
Company, to accept the optional early redemption of the Debentures that they hold, according to the
terms and conditions provided for in the Indenture ("Optional Early Redemption Offer"). The Early
Redemption Offer shall provide for: (a) if the Optional Early Redemption Offer shall be related to the
totality or part of the outstanding Debentures and whether it shall encompass all series or a certain
series to be specified; (b) in case the Optional Early Redemption Offer refers to a part of the outstanding
Debentures, the number of outstanding Debentures bound by the Optional Early Redemption Offer,
having observed the provisions in item IV of Clause 6.19 of the Indenture; (c) if the Optional Early
Redemption Offer shall be conditioned to the its acceptance by a minimum number of Debentures; (d)
the amount of the early redemption premium, if any, which cannot be negative ("Redemption
Premium"); (e) the form of manifestation to the Company by the Debentureholders who opt for
accepting the Optional Early Redemption Offer; (f) the actual date for early redemption and the payment
of the Debentures indicated by their respective holders in the acceptance of the Optional Early
Redemption Offer, which shall be the same for all the Debentures indicated by their respective holders in
the acceptance of the Optional Early Redemption Offer and that shall take place in the minimum period
of ten days counted as from the publication date of the Optional Early Redemption Offer Notice; and (g)
other information necessary for Debentureholders to take decision and carry out the early redemption of
the Debentures indicated by their respective holders in the acceptance of the Optional Early Redemption
Offer.
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18.10 - Other material information
(xxvi) Optional Acquisition. The Company may, at any time, acquire the outstanding Debentures
provided that it observes the provisions of article 55, paragraph 3, of the Brazilian Corporation Law and
the applicable CVM regulation. The Debentures acquired by the Company may, at the discretion of the
Company, be cancelled, held in treasury or be brought into the market again. The Debentures acquired
by the Company to be held in treasury under the terms of this Clause, if and when brought again into
the market, shall entitle to the same Interests applicable to the other outstanding Debentures of the
same series.
(xxvii) Right to Receive Payments. Entitlement to the receipt of any amount due to
Debentureholders under the terms of this Indenture is to those who are Debentureholders in the end of
the Business Day immediately prior to the respective payment date.
(xxviii) Payment Place. The payments related to the Debentures and any other amounts possibly
owed by the Company under the terms of this Indenture shall be made by the Company, (i) in relation
to the payments for the Unit Face Value, Interests, early redemption premium (if any, in the scope of
the Optional Early Redemption Offer) and the Late Payment Charges, and in relation to the Debentures
that are electronically held in the custody by CETIP, by means of CETIP; or (ii) in the other cases, by
means of the Bookkeeping Agent or in the headquarters of the Company, as the case may be.
(xxix) Extension of Terms. Terms considered extended are those referring to the payment of any
obligation provided for in this Indenture until the first subsequent Business Day, if its maturity coincide
with the day that is not a Business Day, not being owed any addition to the amounts payable. For the
purposes of this Indenture, "Business Day" means (i) in relation to any financial obligation realized by
means of CETIP, any day that is not a Saturday, Sunday or declared national holiday; (ii) in relation to
any financial obligation that is not realized by means of CETIP, any day that is a business day for the
commercial banks in the city of São Paulo, state of São Paulo, and in the city of Rio de Janeiro, state of
Rio de Janeiro, and that is not Saturday or Sunday; and (iii) in relation to any non-financial obligation
provided for in this Indenture, any day that is a business day for the commercial banks in the city of São
Paulo, state of São Paulo, and in the city of Rio de Janeiro, state of Rio de Janeiro, and that is not a
Saturday or Sunday.
(xxx) Late Payment Charges. In case the payment of any amount due by the Company to the
Debentureholders is not made timely under the terms of this Indenture, in addition to the applicable
Interest payment, calculated on pro rata basis from the Payment Date or the payment date of the
immediately prior applicable Interests, as the case may be, to the actual payment date, on all and any
amounts in arrears shall be accrued, regardless of any court or out-of-court notice, notification or
communication, (i) late payment interests of 1% (one percent) per month, calculated on pro rata basis
from the default date until the actual payment date; and (ii) late payment fine of 2% (two percent)
("Late Payment Charges").
(xxxi) Loss of Rights to Additions. The failure of the Debentureholder to be present to receive the
amount corresponding to any financial obligations on the dates provided for in this Indenture or in any
communication released or notice published under the terms of this Indenture, shall not entitle to any
addition in the period related to the lapse in receipt, however, the rights entitled through the date of the
respective maturity or payment are assured, in case of untimely payment.
(xxxii) Tax Immunity. In case any Debentureholder enjoys tax immunity or exemption, such
Debentureholder shall submit to the Settlement Bank or Bookkeeping Agent, as the case may be, in the
minimum term of 10 Business Days prior to the date provided for receiving the amounts related to the
Debentures, documentation supporting such tax immunity or exemption, under penalty of having
discounted from its payments the amounts due under the terms of the effective tax legislation.
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18.10 - Other material information
(xxxiii) Maturity Acceleration. Subject to the provisions of Clauses 6.27.1, 6.27.2 and 6.27.3 of the
Indenture, the Trustee shall declare the acceleration of the maturity of obligations arising from
Debentures, and require the immediate payment by the Company of the debt balance of the Unit Face
Value of the outstanding Debentures, plus the applicable Interest, calculated on pro rata basis from the
Payment Date or applicable immediately prior Interest payment date, as the case may be, until the
actual payment date, without loss, as the case may be, of the Late Payment Charges, in any of the
events provided for in articles 333 and 1,425 of Law 10,406, of January 10, 2002, as amended (Civil
Code), and/or of any events provided for in the Indenture.
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19.1 - Information on the issuer’s stock repurchase programs
Date of Approval
Repurchase
period
Available reserves
and earnings (Reais)
Type
Class
Estimated
amount
(Units)
% Flee float
Approved
acquired
amount
(Units)
PMP
Quotation
factor
% acquired
Other characteristics
02/27/2014
02/28/2014 to
919,943,000.00
Common
1,500,000
0.627100
0
0.00
R$ per unit
0.000000
02/26/2015
Preferred
3,000,000
0.627100
0
0.00
R$ per unit
0.000000
The stock repurchase program adopted by the Company aims to acquire its securities, for holding them in treasury and use them in the Company’s share based compensation program. The operation also
serves the interests of the Company, in view of its perspectives of growth and profit, as well as the existence of available reserves under the terms of CVM Instruction 10.
The following brokerage firms are authorized to act as intermediaries: (i) BTG Pactual CTVM S.A. - Avenida Brigadeiro Faria Lima 3729, 10 ° andar, parte São Paulo / SP, CEP 04538-905, (ii) Itaú Corretora De
Valores S.A. – Avenida Brigadeiro Faria Lima 3400, 10o andar, São Paulo / SP, CEP 04538-132, (iii) Merrill Lynch S.A. CTVM - Avenida Brigadeiro Faria Lima 3400, 16o andar, parte A, São Paulo / SP, CEP
04538 -132 (iv) Santander Brasil S.A. CTVM - Rua Hungria 1400, 4° andar, São Paulo/SP, CEP 01455-000. The base date of the above-described reserve is December 31,2013.
The securities in the scope of the reported repurchase program are Units, stock certificates, each comprising one common share and two preferred shares issued by the Company. The weighted average price
reflected is equivalent to the average price of the Unit divided by the number of shares comprising it.
02/28/2013
03/01/2013 to
1,611,879,000.00
Common
3,201,665
3.000000
0
0,00
R$ per unit
0.000000
02/27/2014
Preferred
6,403,330
3.000000
0
0,00
R$ per unit
0.000000
The stock repurchase program adopted by the Company aims to acquire its securities, for holding them in treasury and use them in the Company’s share based compensation program. The operation also
serves the interests of the Company, in view of its perspectives of growth and profit, as well as the existence of available reserves under the terms of CVM Instruction 10.
The following brokerage firms are authorized to act as intermediaries: (i) BTG Pactual CTVM S.A. - Avenida Brigadeiro Faria Lima 3729, 10 ° andar, parte São Paulo / SP, CEP 04538-905, (ii) Itaú Corretora De
Valores S.A. – Avenida Brigadeiro Faria Lima 3400, 10o andar, São Paulo / SP, CEP 04538-132, (iii) Merrill Lynch S.A. CTVM - Avenida Brigadeiro Faria Lima 3400, 16o andar, parte A, São Paulo / SP, CEP
04538 -132 (iv) Santander Brasil S.A. CTVM - Rua Hungria 1400, 4° andar, São Paulo/SP, CEP 01455-000. The base date of the above-described reserve is December 31,2012.
The securities in the scope of the reported repurchase program are Units, stock certificates, each comprising one common share and two preferred shares issued by the Company. The weighted average price
reflected is equivalent to the average price of the Unit divided by the number of shares comprising it.
02/28/2012
03/01/2012 to
1,293,147,000.00
Common
3,174,247
3.000000
996,628
4.36
R$ per unit
31.397305
02/27/2013
Preferred
6,348,494
3.000000
1,993,256
4.36
R$ per unit
31.397305
The stock repurchase program adopted by the Company aims to acquire its securities, for holding them in treasury and use them in the Company’s share based compensation program. The operation also
serves the interests of the Company, in view of its perspectives of growth and profit, as well as the existence of available reserves under the terms of CVM Instruction 10.
The following brokerage firms are authorized to act as intermediaries: (i) BTG Pactual CTVM S.A. - Avenida Brigadeiro Faria Lima 3729, 10 ° andar, parte São Paulo / SP, CEP 04538-905, (ii) Itaú Corretora De
Valores S.A. – Avenida Brigadeiro Faria Lima 3400, 10o andar, São Paulo / SP, CEP 04538-132, (iii) Merrill Lynch S.A. CTVM - Avenida Brigadeiro Faria Lima 3400, 16o andar, parte A, São Paulo / SP, CEP
04538 -132 (iv) Santander Brasil S.A. CTVM - Rua Hungria 1400, 4° andar, São Paulo/SP, CEP 01455-000. The base date of the above-described reserve is December 31,2011.
The securities in the scope of the reported repurchase program are Units, stock certificates, each comprising one common share and two preferred shares issued by the Company. The weighted average price
reflected is equivalent to the average price of the Unit divided by the number of shares comprising it.
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19.1 - Information on the issuer’s stock repurchase programs
Date of Approval
Buyback period
Available reserves
and earnings (Reais)
Type
Class
Estimated
amount
(Units)
% Flee float
Approved
acquired
amount
(Units)
PMP
Quotation
factor
% acquired
Other characteristics
02/28/2011
03/01/2011 to
1,142,778,000.0
Common
3,192,379
3.000000
748,800
4.40
R$ per unit
23.455861
02/28/2012
Preferred
6,384,758
3.000000
1,497,600
4.40
R$ per unit
23.455861
The stock repurchase program adopted by the Company aims to acquire its securities, for holding them in treasury and use them in the Company’s share based compensation program. The operation also
serves the interests of the Company, in view of its perspectives of growth and profit, as well as the existence of available reserves under the terms of CVM Instruction 10.
The following brokerage firms are authorized to act as intermediaries: (i) BTG Pactual CTVM S.A. - Avenida Brigadeiro Faria Lima 3729, 10 ° andar, parte São Paulo / SP, CEP 04538-905, (ii) Itaú Corretora De
Valores S.A. – Avenida Brigadeiro Faria Lima 3400, 10o andar, São Paulo / SP, CEP 04538-132, (iii) Merrill Lynch S.A. CTVM - Avenida Brigadeiro Faria Lima 3400, 16o andar, parte A, São Paulo / SP, CEP
04538 -132 (iv) Santander Brasil S.A. CTVM - Rua Hungria 1400, 4° andar, São Paulo/SP, CEP 01455-000; (v) Sita Sociedade Corretora de Câmbio e Valores Mobiliários S/A – Rua Rio Grande do Norte 988,
Belo Horizonte/MG, CEP 30130-131. The base date of the above-described reserve is December 31,2010.
The securities in the scope of the reported repurchase program are Units, stock certificates, each comprising one common share and two preferred shares issued by the Company. The weighted average price
reflected is equivalent to the average price of the Unit divided by the number of shares comprising it.
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19.2 – Changes in treasury stock
Fiscal year December 31, 2013
Shares
Type of share
Common
Operation
Opening balance
Acquisition
Disposal
Cancellation
Closing balance
Type of share
Common
Operation
Opening balance
Acquisition
Disposal
Cancellation
Closing balance
Class preferred share
Description of
securities
Amount
(Units)
5,438,339
1,756,809
897,548
0
6,297,600
Class preferred share
Total amount
(Reais)
36,846,856.47
9,984,359.60
3,431,625.19
0.00
43,399,590.88
Description of
securities
Weighted average
price (Reais)
6.78
5.68
3.82
0.00
6.89
Total amount
(Reais)
73,693,712.97
19,968,719.20
6,863,250.37
0.00
86,799,181.80
Weighted average
price (Reais)
6.78
5.68
3.82
0.00
6.89
Amount
(Units)
10,876,678
3,513,619
1,795,096
0
12,595,201
Fiscal year December 31, 2012
Shares
Type of share
Common
Operation
Opening balance
Acquisition
Disposal
Cancellation
Closing balance
Type of share
Preferred
Operation
Opening balance
Acquisition
Disposal
Cancellation
Closing balance
Class preferred share
Description of
securities
Amount
(Units)
4,484,351
2,207,442
1,253,454
0
5,438,339
Class preferred share
Total amount
(Reais)
29,075,442.04
11,042,106.76
3,270,692.33
0.00
36,846,856.47
Description of
securities
Weighted average
price (Reais)
6.48
5.00
2.61
0.00
6.78
Total amount
(Reais)
58,150,884.09
22,084,213.53
6,541,384.65
0.00
73,693,712.97
Weighted average
price (Reais)
6.48
5.00
2.61
0.00
6.78
Amount
(Units)
8,968,702
4,414,884
2,506,908
0
10,876,678
417
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
19.2 - Treasury stock
Fiscal year December 31, 2011
Shares
Type of share
Common
Operation
Opening balance
Acquisition
Disposal
Cancellation
Closing balance
Type of share
Preferred
Operation
Opening balance
Acquisition
Disposal
Cancellation
Closing balance
Class preferred share
Description of
securities
Amount
(Units)
3,998,451
1,874,597
1,388,697
0
4,484,351
Class preferred share
Total amount
(Reais)
23,461,720.37
10,543,596.02
4,929,874.35
0.00
29,075,442.04
Description of
securities
Weighted average
price (Reais)
5.87
5.62
3.55
0.00
6.48
Total amount
(Reais)
46,923,440.74
21,087,192.05
9,859,748.70
0.00
58,150,884.09
Weighted average
price (Reais)
5.87
5.62
3.55
0.00
6.48
Amount
(Units)
7,996,902
3,749,194
2,777,394
0
8,968,702
418
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
19.3 - Information on treasury stock at last fiscal year-end
Securities
Type of
share
Common
Preferred
Common
Preferred
Common
Preferred
Shares
Class of
share
Description
of
marketable
securities
Number
(Units)
4,484,351
8,968,702
5,438,339
10,876,678
6,297,600
12,595,201
Weighted
average
acquisition
price
6.48
6.48
6.78
6.78
6.89
6.89
Quotation
factor
R$ per Unit
R$ per Unit
R$ per Unit
R$ per Unit
R$ per Unit
R$ per Unit
Acquisition
date
03/01/2011
03/01/2011
03/01/2012
03/01/2012
03/01/2013
03/01/2013
Relation to
outstanding
shares (%)
4.232649
4.238163
5.089075
5.095762
2.635493
2.635493
419
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
19.4 - Other material information
The item 19.1 of this Reference Form is solely prepared for the registration of share acquisitions in the
scope of the Repurchase Programs established as provided for in Instruction 10/80, as amended.
Although in the year ended December 31, 2013 no acquisition of shares was made within the scope of
the stock repurchase program approved by the Board of Directors on February 27, 2013, there was, in
the same period, the acquisition of shares within the scope of the Stock Option Plan of the Company
(“Stock Option Program”) approved in the Annual and Extraordinary Shareholders’ Meeting held on
March 31, 2011, which acquisitions are reported in item 19.2 of this Reference Form and in the Notes to
the Financial Statements of the Company for the year ended December 31, 2013.
420
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Version: 19
20.1 - Information on the security trading policy
Approval date
Position and / or job
07/27/2012
a) controlling shareholders
b) members of the Board of Executive Officers
c) effective and alternate members of the Board of Directors
d) effective and alternate members of the Fiscal Council
e) members of any bodies with technical or advisory duties
of the Company and its Subsidiaries
f) anyone who, in view of the job, duty or position in the
Company, its Parent Company, its Subsidiaries or
Associates, is aware of information related to material act or
fact
g) the ones who has business, professional or trust
relationship with the Company and its Subsidiaries, when
they are aware of Information related to material act or fact
h) Management members who leave the management of the
Company and its subsidiaries, before the public disclosure of
Material Act or Fact initiated in its management period,
during the six-month period counted as from the date when
their left or until the disclosure of such Material Act or Fact,
whichever occurs first.
Main characteristics
The Policy is aimed at setting high standards of conduct and transparency, to be followed in relation to
the disclosure of Material Acts or Facts and the maintenance of secrecy when they are not yet disclosed
to the market, as well as in relation to the trading of the securities of the Company and its subsidiaries,
to be mandatorily observed by the persons bound by it.
The Investor Relations Officer of the Company shall disclose and communicate to the CVM and the stock
exchange in which the securities issued by the Company are listed for trading any Material Act or Fact
occurred or related to the Company’s businesses, as well as promote its widespread and immediate
dissemination, simultaneously on all markets where the Company’s securities are listed for trading, and
also simultaneously disclose to the market the Material Act or Fact to be reported through any
communication means, in the country or abroad.
In case there is atypical fluctuation in the price of the securities issued by the Company before the
disclosure of Material Act or Fact, the Investor Relations Officer shall inquire the persons bound by it,
aiming at finding out whether they are aware of any inside information that shall be disclosed to the
market.
Aiming at preserving the good practices of corporate governance, the Company adopts the quiet period
over the 15-day period prior to the disclosure of financial statements.
The Company may hold restricted meetings, under the terms of the CODIM Instruction Pronouncement
03/07, being assured that in such meetings inside information shall not be disclosed. In case any inside
information or Material Act or Fact is involuntarily disclosed during a restrict meeting, it shall be
immediately, homogenously and simultaneously disclosed to the regulatory bodies, the stock exchanges
where the securities of the Company are listed, the market in general – including to agencies specialized
in financial information communication -, as well as on the Company’s website, under the terms of the
CVM Instruction 358/02.
421
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Version: 19
20.1 - Information on the security trading policy
Quiet periods and
description of inspection
procedures
The Disclosure and Trading Policy establishes an express
prohibition to the trading of securities issued by the
Company before the disclosure to the market of material act
or fact occurred in the Company’s businesses by the persons
bound by and/or by the Company, mentioned above.
This same prohibition applies to whoever is aware of the
information related to the material act or fact, knowing that
it refers to information not yet disclosed to the market,
especially those that have business, professional or trust
relationship with the company, such as independent
auditors, securities analysts, consultants and institutions
that are part of the distribution system, which are
responsible for verifying in relation to information
disclosures before trading securities issued by the Company
or referring to it.
It is prohibited the trading by restricted persons, in the 15day period before the disclosure of quarterly information
(ITR) and annual reporting information (DFP) of the
Company.
The members of Management, Fiscal Council and any bodies
with technical or advisory duties of the Company, are
obliged to communicate to the Company the trading
amount, characteristics and type of the securities issued by
the Company and/or its subsidiaries or parent companies
that they own, taking into account that in the case of the
last two, provided that they refer to public companies, or
relating to them, as well as changes to their positions (in
relation to this last information, over the five-day period
after the each transaction is carried out).
Without prejudice to the applicable administrative, civil and
criminal sanctions, the nonfulfillment of the obligation to
disclose Material Act or Fact, secrecy, quiet period and other
obligations established by CVM Instruction 358/02 and
reflected in the policy mentioned hereof, is a serious
infringement for the purposes provided for in paragraph 3 of
art. 11 of Law 6,385/76, the infringing party being subject
to pertinent penalties.
The Governance and Disclosure Committee shall also be
responsible for verify the cases of infringement to the policy
mentioned hereof.
The restricted persons who does not fulfill any provision
contained in the policy mentioned hereof undertake to
refund the Company, fully and without limitation, for all
losses that the Company and/or such other restricted
companies may incur and that directly or indirectly arise
from such nonfulfillment.
422
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20.2 - Other material information
The Board of Directors of the Company is supported by a Governance and Disclosure Committee, which
regularly meets every quarter, with the following duties: (i) Permanently evaluate the Disclosure and
Trading Policy, and recommend its update, as considered necessary; (ii) Recommend actions aimed at
the wide disclosure of its Disclosure and Trading Policy among the members of management, technical
and advisory bodies, as well as among the people who, in view of their positions, have access to inside
information; (iii) Assure the adherence to the Disclosure and Trading Policy by all people who are or
may be aware of material act or fact under the terms of the applicable legislation, periodically receiving
an updated list of such persons; (iv) Keep up with the ownership of securities by the management
members of the Company and subsidiaries, and the transactions carried out with such securities,
receiving copy of the information monthly provided to the CVM and BM&FBovespa with this purpose.
423
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Version: 19
21.1 - Description of the internal rules, regulations or procedures for
information disclosure
On December 12, 2014, the Board of Directors of Sul América S.A. approved the Policy on Disclosure of
Material Act of Fact and Trading of Securities (“Disclosure and Trading Policy”), which is fully available
on the CVM website (www.cvm.gov.br) and on the Company’s website (www.sulamerica.com.br/ir).
Under the terms of the Disclosure and Trading Policy, the Company’s Investor Relations Officer is
responsible for disclosing and notifying CVM and the Stock Exchange on which the securities issued by
the Company are listed for trading about any material act or fact occurred or related to the Company’s
businesses, as well as promote for its wide and immediate dissemination, simultaneously, in all markets
in which the Company’s securities are listed for trading.
The disclosure of material act or fact shall be carried out by the Investor Relations Officer
simultaneously with the market, and through any communication means, including press release, or in
meetings with trade associations, investors, analysts or select audience, in Brazil or abroad.
The channels used for disseminating information on material acts or facts are as follows: (i) newspapers
with a large circulation routinely utilized by the Company, sucinctly written and indicating the website
adresses where the complete information is to be made available to all investors, equal to what has
been provided to the CVM and the stock exchange where the Company’s securities are traded; and (ii)
through the internet news portal, Valor RI (http://www.valor.com.br/valor-ri/fatos-relevantes) (“News
Portal”).
The disclosure and notification of the material acts or facts, including the summarized information,
should be made clearly and accurately, in accessible language to the investor, and should occur, when
possible, before the beginning or after the closing of trading on the Stock Exchanges and over-thecounter market where the securities issued by the Company are listed for trading.
If it is imperative that the disclosure of the material act or fact occurs during business hours, then the
Investor Relations Officer may, when communicating the material act or fact, request, always
simultaneously with the stock exchange and/or over-the-counter market, whether national or foreign, in
which the securities of the Company are listed for trading, suspend the trading of such securities or
those tied to them, over the time necessary for the adequate dissemination of material information.
Controlling shareholders, and members of management and Fiscal Council, and any bodies with
technical or advisory duties, shall communicate any material act or fact they are aware of to the
Investor Relations Officer, who shall disclose it. If the aforesaid persons note the Investor Relations
Officer failed to comply with the notification and disclosure duties, including in case the information leak
or atypical fluctuation in the price or trading volume of the securities issued by the Company, shall only
be exempt from their responsibility if they promptly notify the material act or fact to CVM.
If an atypical fluctuation takes place in the price of the securities issued by the Company before the
disclosure of material act or fact, the Investor Relations Officer shall inquire the persons bound by the
policy described herein, with the purpose of checking whether they are aware of any information that
shall be disclosed to the market.
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Version: 19
21.1 - Description of the internal rules, regulations or procedures for
information disclosure
Material acts or facts may be exceptionally not disclosed if in the understanding of the controlling
shareholders or the management members their disclosure shall pose a risk to the legitimate interest of
the Company, being able, in this case, submit to the CVM the decision to maintain secrecy about such
material acts or facts.
In the event the information leaks or if there is atypical fluctuation in the price or trading volume of the
securities issued by the Company, controlling shareholders and the management members, directly or
through the Investor Relations Officer, shall immediately disclose the material act or fact.
In order to promote, corporate governance best practices, the Company adopts the Quiet Period over
the 15-day period prior to the disclosure of the financial statements.
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Version: 19
21.2 – Describe the policy on disclosure of material act or fact indicating the communication
channel or channels used for its dissemination and the procedures related to the maintenance
of secrecy about the non-disclosed material information
The Disclosure and Trading Policy, described in item 21.1., determines that the people bound by it must
maintain secrecy and discretion about information about material acts or facts to which they have
privileged access because of their jobs or positions, until its disclosure to the market, as well as to
advocated for employees and trusted third parties to maintain secrecy as well, being jointly and
severally liable in case of breach.
426
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Version: 19
21.3 – Management members responsible for the implementation, maintenance, evaluation
and inspection of the information disclosure policy
The Investor Relations Officer of the Company is responsible for the implementation, maintenance,
evaluation and inspection of the Disclosure and Trading Policy.
The persons bound by the Disclosure and Trading Policy are equally responsible to promote the
fulfillment of the Disclosure and Trading Policy, and for the descretion by the employees and trusted
third parties about material act or fact that they have inside access in view of the position or job they
hold, until its disclosure to the market, being jointly liable in case of breach.
427
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Version: 19
21.4 - Other material information
The Company’s Board of Directors has as Governance and Disclosure Committee with the following
duties: (a) monitor and oversee the provisions of the Policy on Disclosure of Material Acts or Facts and
Trading of Securities; (b) monitor and oversee the obligations set forth in Level 2 Rules adopted by the
Company; (c) permanently evaluate the Disclosure and Trading Policy, and recommend its update, as
required; (d) Recommend actions for wide disclosure of the Policy among management, technical and
advisory members, as well as persons who, because of their positions, have access to inside
information; (e) Assure that anyone who is or may be aware of any Material Act or Fact pursuant to the
legislation adhere to the policy, periodically receiving, updated information of such persons; (d) Keep up
with the ownership of securities by managers of the Company and its subsidiaries, and the operations
carried out with such securities, receiving a copy of the information monthly provided to the CVM and
BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuro (“BM&FBovespa“) for this purpose.
428
Reference Form – 2014 – SUL AMERICA S/A
Version: 19
22.1 - Acquisition or disposal of any material asset not considered to be the
Issuer’s usual business transaction5
In the past three fiscal years there was no acquisition or disposal of any material asset that is not
considered usual business transaction of the Company.
As described in items 6.5 and 8.3 of this Reference Form: (a) on November 30, 2011, there was the
merger of Executivos S.A. – Administração e Promoção de Seguros into Sul América Santa Cruz
Participações S.A.; (b) on May 28, 2012 the subsidiary Sul América Santa Cruz Participações S.A.
entered into a contract for the acquisition of the shareholding control of Sul América Capitalização S.A. –
SULACAP and on April 25, 2013, after the adoption of the conditions precedent provided for in the
contract, such acquisition was completed; (c) on May 31, 2012 there was the Merger of Dental Plan
Ltda. into Sul América Odontológico S.A.; and (d) on January 31, 2013 there was the Merger of Sul
América Seguro Saúde S.A. into Sul América Companhia de Seguro Saúde.
5 At the time of the submission of this Reference Form because of the application for registration of public offering, the
information shall refer to the past three fiscal years and in the current fiscal year.
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Version: 19
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Version: 19
22.2 - Significant changes in the way the issuer’s business is conducted
No significant change was made to the way of the Company’s business is conducted over the past three
fiscal years or in the current fiscal year.
431
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Version: 19
22.3 - Material contracts entered into by the issuer and its subsidiaries not
directly related to their operating activities
There is no contract entered into between the Company and its subsidiaries that is not directly related to
their core business activities over the past three fiscal years or in the current fiscal year.
432
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Version: 19
22.4 - Other material information
All information that is material and pertinent to this topic was disclosed in the above items.
433