MATERIAL FACT

SUL AMÉRICA S.A. ("Company") (BM&FBovespa: SULA11), pursuant to the provisions of the Brazilian Securities Commission (Comissão de Valores Mobiliários - "CVM") Instruction no. 358 of January 3, 2002, hereby informs its shareholders and the market in general that, on April 25th, 2014, CVM denied the Company's application for registration of the public offering of simple unsecured non-convertible debentures under the Company's second debenture issue ("Offering" and "Issue", respectively) under the coordination of Banco Itaú BBA S.A. and BB - Banco de Investimentos S.A, pursuant to the simplified procedure for registration of public offerings of securities provided for in CVM Instruction no. 471 and in the agreement made between ANBIMA and CVM on August 20th, 2008, as amended on January 25th, 2010, as previously addressed by the Material Fact disclosed on February 28th, 2014.

The Company further informs that all appropriate measures shall be taken before CVM in order to resume the course of the Offering, pursuant to applicable laws and regulations, and that the market shall be kept informed about any new relevant developments with respect to the Offering and the Issue.

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Rio de Janeiro, April 25, 2014.

Arthur Farme d'Amoed Neto
Investor Relations Officer

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