SUL AMÉRICA COMPANHIA NACIONAL DE SEGUROS SUL AMÉRICA S.A.

Corporate taxpayers' ID (CNPJ/MF) nº 29,978,814/0001-87
Company Registry (NIRE) 3330003299-1

Authorized Capital Publicly-held Company Notice to Shareholders - Payment of Interest on Shareholders' Equity - Sul América S.A. (SulAmérica or Company) (BM&FBovespa: SULA11) hereby informs its shareholders that, as approved by the Company Board of Directors at a meeting held on December 11, 2014, SulAmérica will distribute Interest on Shareholders' Equity in the total gross amount of R$ R$67,000,000.00 (sixty seven million Reais), as follows:

1. Value of Interest on Shareholders' Equity per share: The total gross amount of R$67,000,000.00 (sixty seven million Reais), corresponding to R$0.066705496 per common or preferred share not represented by unit, and R$0.200116488 per unit. The income tax withholding (imposto de renda na fonte or "IRRF") will be applied to the payment of Interest on Shareholders' Equity, except for the shareholders that are immune or exempt, according to the applicable Law.
2. Record Date and Ex-Date: According to the applicable Law, shareholders in the Company's records on December 11, 2014 are entitled to receive Interest on Shareholders' Equity. We also clarify that the Company's shares (SULA11) shall be negotiated ex-Interest on Shareholders' Equity as of December 12, 2014.
3. Income tax: The income tax retention will be applied to the amount of Interest on Shareholders' Equity as informed in item 1, according to the applicable Law. Shareholders that are immune or exempt should present the corresponding documentation at the Company's Headquarters until December 22, 2014.
4. Payment: The payment will be made in one installment, as follows:

The gross amount of R$67,000,000.00 (sixty seven million Reais), corresponding to R$0.066705496 per common or preferred share not represented by unit, and R$0.200116488 per unit, which after the retention of the income tax deduction, according to the applicable Law, equals to the net amount of R$0.056699672 per common or preferred share not represented by unit, and R$0.170099015 per unit, to be paid as of April 17, 2015.

The Interest on Shareholders' Equity, net of income tax, will be included in the calculation of mandatory dividends of 2014 fiscal year, as provided in Paragraph 7, Article 9 of Law 9,249/95.
For further information and/or clarification, shareholders may contact the specialized branches listed below or any other branch of Banco Itaú Unibanco, during banking business hours.
. Belo Horizonte (MG): Av. João Pinheiro 195, subsolo

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Brasília (DF):

SCS Quadra 3, bloco A - Ed. Dona Ângela 30, sobreloja

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Curitiba (PR):

Rua João Negrão 65, sobreloja

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Porto Alegre (RS):

Rua Sete de Setembro 1069 - 3º andar

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Rio de Janeiro (RJ):

Av. Almirante Barroso, 52 - 2º andar

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Salvador (BA):

Av. Estados Unidos 50, 2º andar - Ed. Sesquicentenário

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São Paulo (SP):

Rua Boa Vista 176, 1º subsolo

Rio de Janeiro, December 11, 2014. The Management.

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