Board of Director Decisions

Relevant information

In compliance with current relevant information reporting requirements,  Grupo de Inversiones Suramericana S.A. (Grupo SURA”)  hereby announces the following:

  • The corresponding corporate authorizations have been obtained with regard to the agreement entered into with IHC Capital Holding L.L.C. (“IHC”), Nugil S.A.S. (“Nugil”), JGDB Holding S.A.S. ("JGDB"), Grupo Nutresa S.A. ("Grupo Nutresa") and Grupo Argos S.A. ("Grupo Argos") regarding the exchange of Grupo Nutresa shares (the "Framework Agreement"), as previously announced to the market on June 15 of this year.
  • Consequently, Grupo SURA´s Board of Directors, at a meeting held today, approved to move forward with the execution of the Framework Agreement and its associated documents, which shall result in Grupo SURA divesting its stake in Grupo Nutresa´s food business, in exchange for which it shall receive shares in Grupo SURA and in a New Portfolio Company, to be spun off from Grupo Nutresa, which in turn shall hold the shares that Grupo Nutresa currently holds in Grupo SURA and Grupo Argos.
  • Once all the transactions contemplated in the Framework Agreement are completed, Grupo SURA shall deliver the 35.6% stake it currently owns in Grupo Nutresa's food business, and in turn JGDB, IHC, Nugil and Nutresa shall cease to be shareholders in Grupo SURA and Grupo Argos. This exchange shall allow not only Grupo SURA to increase its stake in Grupo Argos but also all the other Grupo SURA shareholders to increase their stakes in the Company.
  • The operations required to complete this transaction have been described in the Relevant Information previously released on June 15 of this year.
  • The Board of Directors believes that this decision benefits Grupo SURA and all of its shareholders having been made on fair exchange terms and thereby enabling the Company to make headway with focusing on its financial services investment portfolio and evolving its ownership structure.
  • This agreement was entered into within the framework of the Company's principles and strategy as an investment manager, focusing on the financial sector, and seeking greater sustainable profitability by integrating the creation of economic value with a more harmonious level of development for society as a whole.
  • In making this decision, the Board of Directors conducted an exhaustive analysis and received financial advice from BofA Securities as well as legal advice from renowned legal counsel. In addition, BofA Securities provided the Board of Directors with an opinion regarding the reasonableness from a financial perspective with regard to Grupo SURA, of the consideration to be exchanged for Grupo SURA in the transaction. 
  • Likewise, the Board approved all those operations required for implementing the Agreements and authorized the Company’s legal representatives to enter into and carry out all those acts necessary for such purposes.
  • The closing of this transaction, as agreed between Grupo SURA and the other parties, shall imply a definitive resolution of the business disputes that arose in the context of the tender offers that began back in November 2021.
  • This decision was made as part of the authorization granted by the General Assembly of Shareholders at their Extraordinary Meeting held last June 22, this for certain directors to take part in deliberating, approving and subsequently implementing the operations contained in the Agreements.
  • As previously announced to the market, the execution of these Agreements is subject to regulatory approvals.