Sul America : Notice to Shareholders - Payment of Interest on Shareholders' Equity

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

1. Value of Interest on Shareholders' Equity per share: The total gross amount of R$98,000,000.00 (ninety-eight million Reais), corresponding to R$0.0975832095238894 per common or preferred share not represented by unit, and R$0.2927496285716680 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 26, 2016 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 27, 2016.
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 30, 2016.
4. Payment: The payment will be made in one installment, as follows:

• The gross amount of R$98,000,000.00 (ninety-eight million Reais), corresponding to R$0.0975832095238894 per common or preferred share not represented by unit, and R$0.2927496285716680 per unit, which after the retention of the income tax deduction, according to the applicable Law, equals to the net amount of $0.0829457280953060 per common or preferred share not represented by unit, and R$0.2488371842859180 per unit, to be paid as of April 18, 2017.

The Interest on Shareholders' Equity, net of income tax, will be attributed to the calculation of mandatory dividends of 2016 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

. Rio de Janeiro (RJ): Av. Almirante Barroso, 52 - 2º andar

. Salvador (BA): Av. Estados Unidos 50, 2º andar - Ed. Sesquicentenário

. São Paulo (SP): Rua Boa Vista 176, 1º subsolo

Rio de Janeiro, December 21, 2016. The Management.