Decisions on the part of the General Assembly of Shareholders in connection with approving the proposed partial spin-off by absorption

Relevant information

Grupo de Inversiones Suramericana S.A. (hereinafter "Grupo SURA" or the "Company"), hereby announces a breakdown of the decisions taken today at an Ordinary Meeting of the General Assembly of Shareholders regarding the Partial Spin-Off by Absorption between Grupo SURA, Grupo Argos S.A. and Cementos Argos S.A. (Hereinafter the "Proposed Spin-Off") [1].

This Shareholders´ Meeting for which a quorum of 77.72% of the outstanding ordinary voting shares was obtained, approved, by the majority of the shares present at this meeting, the Proposed Spin-Off as published on the Company´s website together with all of its annexes, as well as all the activities and effects arising therefrom for Grupo SURA, including, but not limited to:

  1. Grupo SURA absorbing the "Block of Equity Transferred by Cementos Argos”, under the terms established in the Proposed Spin-Off.
  2. Grupo SURA spinning off the "Block of Equity Transferred by Grupo SURA" in favor of Grupo Argos, under the terms established in the Proposed Spin-Off.
  3. Grupo SURA absorbing the "Block of Equity Transferred by Grupo Argos”, under the terms established in the Proposed Spin-Off.
  4. That, under the terms of the Proposed Spin-Off, if as a consequence of the spin-offs on the part of Cementos Argos S.A. and Grupo Argos S.A. in favor of Grupo SURA S.A., should any fractions of shares in favor of any of the shareholders of Cementos Argos S.A. or Grupo Argos S.A. were to result, Grupo SURA S.A. shall be authorized to carry out, directly or indirectly for and on behalf of the shareholders entitled to receive such fractions of shares, all that required to deliver to said shareholders the money equivalent to such fractions.
  5. That, in accordance with Annex E of the Proposed Spin-Off, Article 4 of Grupo SURA's Bylaws shall be amended to increase the par value of its shares and, therefore, the Company’s legal representatives shall be authorized to proceed with the due notarization of such as an integral amendment of its Bylaws.

    The final par value of the Company´s shares shall only be known after carrying out all that contemplated in the Proposed Spin-Off.
  6. To authorize the legal representatives of Grupo SURA or their designees to carry out all that required and sign all those documents provided for in the Projected Spin-Off according to the scope and under the terms indicated therein and,  generally speaking,  carry out any other activity required in order for this spin-off to meet its objectives and obtain the expected results.

As a result, as of today, we now have the approvals of the shareholders and bondholders of Grupo SURA, Grupo Argos and Cementos Argos, thereby fulfilling another of the conditions required to move forward with approving the Proposed Spin-Off. The next step will be to obtain authorization from the Colombian Superintendency of Finance (SFC)[2].

Finally, we hereby announce that the necessary processes and authorizations were obtained to hold this Ordinary Shareholders´ Meeting, and that this governing body has the authority to decide on the matters brought before it.

 

 

About Grupo SURA
Grupo de Inversiones Suramericana -Grupo SURA- is creating sustainable profitability based on a portfolio focusing on the financial service sector in Latin America. We are also the holding company of the SURA-Bancolombia Financial Conglomerate, present in Latin America where it provides its financial services, namely insurance, pensions, savings, investment, asset management and banking, through its subsidiaries Suramericana and SURA Asset Management, as well as in its role as the main (non-controlling) shareholder of Bancolombia. The Company is listed on the Colombian Stock Exchange (BVC) and is also registered with the ADR- Level 1 program in the United States. We are also the only Latin American company from the Diversified Financial Services sector to be admitted to the Dow Jones World Sustainability Index (DJSI), which tracks companies who have become global benchmarks thanks to the best practices they have adopted from the economic, environmental and social standpoints. Grupo SURA´s portfolio is complemented with industrial investments through Grupo Argos (cement, energy as well as road and airport concessions)

 

[1] Capitalized terms and terms in quotation marks shall have the meaning assigned to them in the "Proposed Spin-Off " published on the website
[2] For more details, please click on the educational video here.