SUL AMERGDS Identification | Sul América S.A., a publicly-held company with authorized capital, registered with the CVM under No. 02112-1 on October 3, 2007, enrolled with the National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) under No. 29.978.814/0001-87, its articles of incorporation being filed with JUCERJA (Commercial Registry of the State of Rio de Janeiro) under State Registration (NIRE) No. 3330003299-1. |
Principal Place of Business | Rua Beatriz Larragoiti Lucas, n° 121, part, Cidade Nova district, City and State of Rio de Janeiro, Postal Code 20211-903. |
Investor Relations Office | Located at the Company's principal place of business. Executive Vice-President for Control and Investor Relations Arthur Farme d'Amoed Neto Phone: (21) 2506-8163; fax: (21) 2506-8659; e-mail: arthur.farme@sulamerica.com.br Investor Relations Department Phone: (21) 2506-9111; fax: (21) 2506-8659; e-mail: ri@sulamerica.com.br Investor Relations website: http://www.sulamerica.com.br/ri |
Independent Auditors of the Company | Deloitte Touche Tohmatsu Auditores Independentes, responsible for the fiscal years ended December 31, 2016 and December 31, 2015; KPMG Auditores Independentes, responsible for the fiscal year ended December 31, 2014. |
Bookkeeping Agent | Itaú Corretora de Valores S.A. |
Shareholders Service | At specialized branches of Itaú Unibanco S.A., with its principal place of business at Praça Alfredo Egydio de Souza Aranha, nº 100, Torre Olavo Setubal, Parque Jabaquara, São Paulo, State of São Paulo, phones: 3003-9285 (capital cities and metropolitan regions) and 0800 7209285 (other localities). |
Securities issued | Common and preferred shares, a portion of which is represented by share deposit certificates ("units"), each one comprising one common and two preferred shares issued by the Company and listed on the BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros under ticker "SULA11", at Corporate Governance Level 2 listing segment. |
Simple unsecured non-convertible debentures issued in two series on May 16, 2014, and maturing on May 15, 2019, and May 15, 2022, respectively. Simple unsecured non-convertible debentures issued in two series on December 13, 2016 and maturing on December 13, 2019 and December 13, 2021, respectively. | |
Newspapers used by the Company for legal disclosures | National section of "Valor Econômico" newspaper, and "Diário Oficial do Estado do Rio de Janeiro" newspaper. |
SUMMARY |
I. Management Proposal to be submitted for approval of the Annual and Extraordinary Shareholders' Meetings to be held on March 29, 2017, according to CVM Instruction No. 481/2009, as amended. |
II. Documents Attached to the Management Proposal - Information required pursuant to Article 9 (item III and sole paragraph, items II and III), 10 (item I) and 12 of CVM Instruction No. 481/2009, as amended. |
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National Corporate Taxpayers' Register of the Ministry of Finance (CNPJ/MF) No.
29.978.814/0001-87
State Registration No. (NIRE) 3330003299-1 CVM Code: 02112-1
Publicly-Held Company with Authorized Capital
Management Proposal to be submitted for the approval of the Annual and Extraordinary Shareholders' Meetings to be cumulatively held on March 29, 2017, according to CVM Instruction No. 481/09, as amended.
To the shareholders,
The management of Sul América S.A. (the "Company") hereby presents to its shareholders a proposal on the matters included in the Agenda of the Annual and Extraordinary Shareholders' Meetings, which will be cumulatively held on March 29, 2017, at 3 p.m., at the Company's principal place of business, at Rua Beatriz Larragoiti Lucas No. 121, 6th floor, Cidade Nova district, Rio de Janeiro, State of Rio de Janeiro, according to the Call Notice disclosed by the Company on February 21, 2017:
The Annual Shareholders' Meeting :
to verify management's accounts,examine, discuss and vote on the Financial Statements for the year ended December 31, 2016.
The management of the Company proposes that the shareholders examine the managers' accounts and the financial statements for the year ended December 31, 2016, and, after careful consideration, approve said documents as approved by the Board of Directors during the meeting held on February 21, 2017 and published by the Company on February 22, 2017, in the Official Gazette ("Diário Oficial") of the State of Rio de Janeiro and the National section of "Valor Econômico" newspaper.
The aforementioned documents, as well as the independent auditors' report, the summary report issued by the Audit Committee, the standardized financial statements form, and the management's comments on the financial condition of the Company are available on the websites of the Company (www.sulamerica.com.br/ri), of the CVM (www.cvm.gov.br), and of BM&FBOVESPA (www.bovespa.com.br), pursuant to CVM Instruction 481/09, as amended.
to approve the allocation of net income from the year ended December 31, 2016.
The management of the Company proposes an analysis of the allocation of income for the year ended December 31, 2016, as shown in the table below, and as approved by the Board of Directors at a meeting held on February 21, 2017 and provided for in the Management's Report.
Income for the year and proposed allocation:
2016
(R$ thousands)
Net income for the year
695,257
Establishment of the legal reserve (5%)
34,763
Adjusted net income (Article 202, Law 6404/76 and 10303/01)
660,494
Mandatory dividend
25% of Adjusted Net Income (Article 202, Law 6404/76 and 10303/01)
165,123
(-) Interest on Shareholders' Equity (net of taxes)
84,417
Mandatory dividend balance payable
80,706
Total Dividend proposed - (R$0.0803632874789384 per common or preferred share and R$0.2410898624368150 per unit on the base date of December 31, 2016)
80,706
Establishment of a reserve for expansion of corporate business ¹
481,788
¹ - The calculation of the amount assigned to the statutory Reserve for expansion of corporate business takes into account the gross amount of Interest on Shareholders' Equity declared by the Company, totaling R$98 million.
Additional information about Management's proposed allocation of income, including comparisons with prior years, is available on the websites of the Company (www.sulamerica.com.br/ri), of the CVM (www.cvm.gov.br) and of the BM&FBOVESPA (www.bmfbovespa.com.br), pursuant to Article 9, paragraph 1, item II of CVM Instruction No. 481/09, as amended.
to establish the number of members of the Board of Directors for the 2017 term of office
The Company's management proposes that the Board of Directors comprise 10 members for a term of office to be effective until the Annual Shareholders' Meeting of 2018.
to elect the members of the Board of Directors
The Company's management proposes reelection of the following Board of Directors' members for a term of office of one (1) year, until the Annual Shareholders' Meeting of 2018:
Patrick Antonio Claude de Larragoiti Lucas | Chairman |
Carlos Infante Santos de Castro | Board member |
Sul América SA published this content on 21 February 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 21 February 2017 21:49:08 UTC.
Original documenthttp://ri.sulamerica.com.br/enu/1186/Proposta%20da%20administrao%5FAGOE%20SASA%202017%2E03%2E29%5FIngls%2Epdf
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