Orange Project The purpose of the proposed project is:  (i) to support Sul América S.A., a leading Brazilian holding of multiline insurance providers (the Company or SulAmérica) listed in the Level 2 governance listing segment of BM&FBovespa, São Paulo stock exchange (BM&FBovespa: SULA11), during an important transitional period for the Company and the insurance sector in Brazil; and (ii) to facilitate Internationale Netherlanden Groeps  (also known as the ING Group) orderly divest the direct shareholding participation held by its subsidiary ING Insurance International B.V. (ING) in the Company (the Project). The Company is controlled by Sulasapar Participações S.A. (Sulasapar), a holding company that is currently jointly controlled by Sulasa Participações S.A. (Sulasa), holding company controlled by the Larragoiti family, with 55% and ING with 45%.  The proposed IFC investment consists of an equity investment of approximately BRL 400 million in SulAmérica through the purchase of units from ING, representing approximately 7.9% of the Companys total outstanding capital stock.  A unit is a hybrid security composed of one ordinary voting share and two non-voting preferred shares of Sul América.  Sulasapar and ING had previously entered into an agreement providing for the purchase by Sulasa of INGs stake in Sulasapar for a combination of cash and units in Sul America, after which Sulasa will become the sole shareholder of Sulasapar. The closing of the transaction between Sulasapar and ING will only occur after all applicable regulatory approvals are obtained. i) Financial Inclusion:  There is a significant need in Brazil for health insurance. With a penetration of 25% of the total population, coupled with current demographic trends, the country needs to increase access to health insurance in the short to medium term. This situation is particularly pressing in less developed regions of the country such as the North and Northeast, where penetration levels are 50% of those in the south of the country. The Company is also increasingly providing insurance to individuals through SMEs, the fastest growing segment in its health insurance business.  Sul America''s plan to grow its health and dental business is expected to contribute to solving the shortage of health insurance in Brazil and hence positively contributing to the development of the country.   ii) Insurance Sector Improvements:  There is significant potential impact from regulatory intervention on insurance and health sector in Brazil; policy and regulation will need to adapt so that private health care offerings can expand to meet increased demand as demographic changes in Brazil will make health care a major fiscal challenge. In this context, the company''s plan to grow its health insurance premiums by approximately 13% per year will over the next five years contribute to the appropriate evolution of this sector and continue to support government efforts in meeting these challenges.  iii) Improve Market Practices:  The Company intends to further improve its health and motor claims handling process from an industry-leading 85% of claims settled in 3 months to 90% of claims settled in 2 months. Over time, other market participants would need to perform at a similarly high level, which could result in increased system efficiency, better service and customer satisfaction.