Grupo SURA’s General Assembly of Shareholders, at an extraordinary meeting, has ruled on the potential conflicts of interest that were voluntarily disclosed by certain members of the Company’s Board of Directors with regard to deliberating and deciding on the second successive tender offer for shares in Grupo Nutresa.

Relevant information

In compliance with current reporting requirements, Grupo de Inversiones Suramericana S.A. (Grupo SURA) hereby announces the following decisions that were taken at an Extraordinary Meeting of its General Assembly of Shareholders held today:

  • The purpose of this Extraordinary Meeting of Shareholders consisted of deliberating on the potential conflicts of interest, as voluntarily communicated by certain members of its Board of Directors, with regard to deciding on the second consecutive Tender Offer (“OPA” in Spanish), launched by the company Nugil S.A.S on January 17, 2022 for the purpose of acquiring shares in Grupo Nutresa S.A. (“Grupo Nutresa”).
  • With due notice, Grupo SURA´s shareholders were able to exercise their right to inspect the documents required in order to evaluate the matters submitted for their consideration at this meeting, and the proposals therein presented were made available on the web page gruposura.com.co.
  • The General Assembly of Shareholders at the aforementioned Extraordinary Meeting decided on the following:

    - Not to allow Messrs. Jorge Mario Velásquez J., Alejandro Piedrahita B. and Carlos Ignacio Gallego P. to participate or vote at the meetings of Grupo SURA's Board of Directors where the decision regarding whether to accept or reject the second tender offer for shares in Grupo
    Nutresa is discussed and taken. This decision is in keeping with that requested by the aforementioned Board members in communications addressed to Grupo Sura's Senior Management.
    - To authorize Mr. Sergio Michelsen Jaramillo, in his capacity as an independent member, to participate and vote at the meetings of Grupo SURA’s Board of Directors where the decision to either accept or reject the second tender offer for shares in Grupo Nutresa is discussed and
    taken.

  • Consequently, Messrs. Jaime Bermúdez and Sergio Michelsen, and Ms. María Carolina Uribe and Ms. Lina María Echeverri, all independent members of the Grupo SURA’s Board of Directors, shall be responsible for analyzing and deciding on Grupo SURA's participation in the second tender offer for shares in Grupo Nutresa, in keeping with their fiduciary duty.

  • These four independent members have all the knowledge and support of external advisors who are experts on various fronts in order to make an objective decision.

    * This free translation is for illustration purposes only. The Información Relevante published in Spanish on February 22, 2022 is the official version.