Sul America SA : Notice to the Market - ING investment vehicle change

SUL AMÉRICA S.A. CNPJ/MF n. 29.978.814/0001-87

NIRE 3330003299-1

Publicly-Held Company with Authorized Capital

CVM N. 21121

NOTICE TO THE MARKET

Sul América S.A. ("Company") (SULA11), pursuant to article 12 of CVM Instruction no. 358/2002, hereby informs its shareholders and the market in general that on the date hereof the Company received the notice attached hereto, delivered by ING Insurance International B.V., ING Verzekeringen N.V., ING Insurance Topholding N.V. and ING Groep N.V. (jointly the "ING's Companies"), pursuant to paragraph 4 of art. 12 of CVM Instruction no. 358/2002.

Rio de Janeiro, January 31, 2014.

Arthur Farme d'Amoed Neto

Vice-President of Control and Investor Relations

Amsterdam, January 31, 2014

To

Sul América S.A.

Rua Beatriz Larragoiti Lucas, 121, parte, Cidade Nova
Rio de Janeiro- RJ, Brazil
Att.: Mr. Arthur Farme D'Amoed Neto

Investor Relations Officer

Ref.: Statement of Disposal and Acquisition of Relevant Equity Interest

Dear Sirs:
ING Insurance International B.V., a company duly organized and validly existing under the laws of the Netherlands, with its corporate seat in the Hague and its registered office at Amstelveenseweg 500, 1081 KL Amsterdam, the Netherlands, enrolled with the National Register of Legai Entities ("CNPY) under No. 05.600.904/0001-71 ("ING II"), ING Verzekeringen N.V., a company duly organized and validly existing under the laws of the Netherlands, with its registered office at Amstelveenseweg

500, 1081 KL Amsterdam, the Netherlands, enrolled with the CNPJ under

No. 19.378.224/0001-60 ("ING V"), ING Insurance Topholding N.V., a company duly organized and validly existing under the laws of the Netherlands, with its registered office at Amstelveenseweg 500, 1081 KL Amsterdam, the Netherlands, enrolled with the CNPJ under No.
19.378.221/0001-26 ("ING Top"), ING Groep N.V., a company duly

organized and validly existing under the laws of the Netherlands, with its registered office at Bijlmerplein 888, 1102 MG Amsterdam, the Netherlands, enrolled with the CNPJ under No. 19.378.222/0001-70 ("ING Groep'1 and, together with ING II, ING V, and ING Top, the "ING's Companies"), hereby inform that1 on the date hereof: (a) ING II assigned and transferred to ING V
8.029.091 common shares and 16.058.185 preferred shares of the capitai stock of Sul América S.A. ("Company") (the "Equity Stake") via dividend in kind; (b) immediately thereafter, ING V assigned and transferred the Equity Stake to ING Top via dividend in kind; and (c) immediately thereafter, ING Top assigned and transferred the Equity Stake to ING Groep via dividend in kind.
Therefore1 in compliance with artide 12 of CVM Normative Ruling No. 358 of
January 21 2002, as amended:
I. The objective of the transfers set forth herein is to transfer an investment in the Company as minority shareholder 1 with no intention to change the control of the Company or its management structure.

JUR_SP - 18493882vl - 389.304533

II. Following the transfers1 ING Groep will remain as the direct owner of

8.029.091 common shares and 16.058.185 preferred shares of the capitai stock of the Company. Apart from that 1 ING Groep is currently the owner of shares representing 99.99% of the quota capitai of Amsterda Holdings Ltda. (CNPJ No. 19.235.010/0001-34)1 which in turn holds 26.044.425 common shares and 52.088.850 preferred shares issued by the Company.

III. ING's Companies do not hold, either directly or indirectly1 any warrant or convertible security issued by the Company.

IV. ING Groep, on the date hereof, becomes a party to the shareholders' agreement of the Company entered into with Sulasa Participaçoes S.A., Sulasapar Participaçoes S.A., and Amsterda Holdings Ltda. on December 20,

2013.

We remain at your disposal for any further clarifications.

[signature page follows]

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[Signature page of the Statement of Disposal and Acquisition oj Relevant Equity lnterest delivered by ING lnsurance International B.V., ING Verzekeringen N V., ING Insurance Topholding N V., and ING Groep N V. to Sul América S.A. as ofJanuary 31, 2014]

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JUR_SP- 18493882vl- 389.304533- 3-

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