Grupo SURA’s General Assembly of Shareholders decided on potential conflicts of interest in connection with the Framework Agreement signed on June 15

Assembly Corporate Government Finance Grupo SURA Investments IR
  • After the Extraordinary Shareholders´ Meeting was held, the Company’s Board of Directors has the necessary quorum to deliberate and decide on this matter; and the Company’s legal representatives, are duly authorized to execute all those acts relating to the implementation of the corresponding transactions. 

Grupo SURA´s General Assembly of Shareholders met in the form of an Extraordinary Meeting this past Thursday morning in Medellin, Colombia, for the purpose of evaluating and deciding on potential conflicts of interest on the part of some of the Company's administrators, as reported to the public stock market on June 16.

This came about, in connection with the approval and subsequent implementation of the transactions subject to the Framework Agreement signed on June 15, 2023 by Grupo SURA, Grupo Nutresa, Grupo Argos, IHC Capital Holding, JGDB Holding and Nugil, as part of the Memorandum of Understanding signed on May 24 of this year.

The following three members of the Board of Directors declared by means of written communications potential conflicts of interest: Ángela María Tafur, Gabriel Gilinski and María Ximena Lombana. The Company's legal representatives did the same; these being: Gonzalo Pérez (the Company’s CEO), Ricardo Jaramillo (Chief Business Development and Finance Officer), Juan Luis Múnera  (Chief Legal Affairs Officer) and Marianella Pulido (Head of Legal, Financial and Investment Affairs and the Company’s Judicial and Administrative Representative)

With a quorum of 95.83% of the outstanding common shares, the General Assembly of Shareholders decided to authorize the directors Ángela María Tafur and María Ximena Lombana to take part in deliberating and deciding on approving and the subsequent implementation of the transactions subject to the agreements signed by Grupo SURA.

Furthermore, the General Assembly of Shareholders  authorized the Company’s representatives Gonzalo Pérez, Ricardo Jaramillo, Juan Luis Múnera and Marianella Pulido to execute all those acts that may be necessary, conducive or advisable for implementing the aforementioned agreements.

The General Assembly of Shareholders  did not authorize the equity member of the Board of Directors Gabriel Gilinski to deliberate and decide in this context. This decision coincided with his request to the General Assembly of Shareholders not to lift the conflicts of interest, a request that was previously made available along with other communications of potential conflicts of interest on the Company’s website gruposura.com.

During the aforementioned meeting, it was also reported that the other four members of the Board of Directors -David Yanovich, Guillermo Villegas, Jaime Arrubla and Jaime Velásquez-, informed the Company Secretary in writing that they were not immersed in any situation that could constitute a possible conflict of interest.

In accordance with the decisions made by the shareholders, Grupo SURA´s Board of Directors has the necessary quorum to deliberate and decide on this matter; and the Company´s legal representatives, are duly authorized to execute all those acts relating to the implementation of the aforementioned transactions.

At the end of this meeting, Gonzalo Perez, CEO of Grupo SURA, told shareholders that they will be  duly informed regarding the different steps to be taken with this process and reminded them that the videoconference broadcast last Tuesday June 20, explaining this transaction and the steps to be followed by the Company, has been made available on the Company’s website.