Prensa/Grupo SURA’s General Assembly of Shareholders has ruled on the potential conflicts of interest with regard to deliberating and deciding on the tender offer for shares in Grupo Nutresa, as were voluntarily disclosed by certain members of the Company’s Board of Directors

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

Publicado el 09 December 2021 Relevant information

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

As Grupo SURA has been informing the public securities market, the purpose of this Extraordinary Meeting of Shareholders consisted of deliberating on the potential conflicts of interest, as voluntarily manifested by certain members of its Board of Directors, with regard to deciding on the Tender Offer (“OPA” in Spanish), launched by the company Nugil S.A.S 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 their Meeting, and the proposals here presented were made available on the web page www.gruposura.com.co. These documents included communications from Messrs. Carlos Ignacio Gallego P., Jorge Mario Velásquez J. and Alejandro Piedrahita B., members of the Company's Board of Directors, who requested the Shareholders to address their possible conflicts of interest with regard to participating in the decision to be taken with regard to the aforementioned Tender Offer.
Additionally, during the meeting, Grupo SURA's shareholders were provided with new information from Messrs. Jorge Mario Velásquez J. and Alejandro Piedrahita B., who laid out other additional circumstances which also imply a conflict of interest, these having taken place subsequent to when this Meeting was called, namely the filing of a request for authorization for a tender offer for shares in Grupo SURA). For this reason, they themselves requested the Meeting so as to obtain due authorization for deliberating and deciding on the Tender Offer for shares in Grupo Nutresa, as members of Grupo SURA´s Board of Directors.
Additionally, the shareholders received clarification from an independent member of the Board of Directors of Grupo SURA, Mr. Sergio Michelsen, regarding his participation in any future decision regarding the tender offer for Grupo Nutresa. Once the matters included in the agenda had been duly discharged, a shareholder's proposal was approved to submit for the consideration of the Shareholders a decision on whether or not to authorize Mr. Sergio Michelsen to deliberate and decide on the aforementioned tender offer.
Finally, in order to provide the shareholders with all the information necessary to make an informed decision, they were presented with an analysis regarding potential conflicts of interest that was carried out by the Company´s external legal advisors.
Based on the above, today, Thursday, December 9, at an Extraordinary Meeting of the General Assembly of Shareholders and with more than 85% of Grupo SURA shares therein represented, the following decisions were made:

- Not to allow Mr. Jorge Mario Velásquez J.. to participate or vote at the meetings of Grupo SURA's Board of Directors where the decision regarding whether to accept or reject the tender offer for shares in Grupo Nutresa is discussed and decided on. This decision is in keeping with that requested by Mr. Velasquez.

- Not to allow Mr. Alejandro Piedrahita B. to participate or vote at the meetings of Grupo SURA's Board of Directors where the decision regarding whether to accept or reject the tender offer for shares in Grupo Nutresa is discussed and decided on. This decision is in keeping with that requested by Mr. Piedrahita.

- Not to allow Mr. Carlos Ignacio Gallego to participate or vote in Grupo SURA's Board of Directors meetings in which he deliberates and decides on the acceptance or rejection of the takeover bid for Grupo Nutresa shares. This decision is in keeping with that requested by Mr. Gallego.

- 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 tender offer for shares in Grupo Nutresa is discussed and made.
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 tender offer for shares in Grupo Nutresa, in keeping with their fiduciary duty. To this end, and as previously reported, they shall have the support of a team of external advisors on various fronts, this for the purpose of making a decision in the best interests of Grupo SURA, its shareholders and all those who have played a part in enabling the Company and its investments to help drive a more harmonious level of development both in Colombia and the rest of the region.