Extraordinary Shareholders’ Meeting – 8:00 AM

Relevant information

Grupo de Inversiones Suramericana S.A. hereby announces that its General Assembly of Shareholders at its annual ordinary meeting held today at 8 00 a.m. adopted the following decisions:

  • To authorize the legal representatives of Grupo SURA to vote on behalf of Grupo SURA at the Shareholders' Meeting of Grupo Nutresa to be held on April 11, 2023, to appoint a new board of directors, and at the meeting called for April 3, 2023, to decide whether or not to authorize the legal representatives of Grupo Nutresa to deliberate and decide at the Shareholders' Meetings of Grupo Argos and Grupo SURA due to potential conflicts of interest.
  • To authorize Grupo SURA's legal representatives to vote on behalf of Grupo SURA at the Shareholders' Meetings of Grupo Argos and Grupo Nutresa on matters relating to the appointment of their boards of directors or to ensure the proportional representation of Grupo SURA in the corporate bodies of the aforementioned companies or to guarantee the full exercise of Grupo SURA's voting rights in Grupo Argos and Grupo Nutresa.
  • To ratify the votes cast by the legal representatives of Grupo SURA in previous ordinary or extraordinary meetings of the General Assemblies of Shareholders of Grupo Argos and Grupo Nutresa, where members of the board of directors of those companies have been appointed, as well as any other decision they may have made.

Likewise, considering that the legal representatives of Grupo SURA are also administrators of the company Inversiones y Construcciones Estratégicas S.A.S., as well as the fact that there is a lawsuit pending before the Colombian Superintendency of Companies that includes Inversiones y Construcciones Estratégicas; the General Assembly of Shareholders considered it prudent and diligent to take measures to ensure the effectiveness of the voting rights that Grupo SURA and its subordinates hold in Grupo Argos and Grupo Nutresa and approved the following proposal to be added to the agenda:

  • Authorizations and ratifications in connection with alleged conflicts of interest on the part of the legal representatives of Grupo SURA in Inversiones y Construcciones Estratégicas S.A.S. with respect to the votes to be cast by this Company at the Shareholder Meetings of Grupo Argos S.A. and Grupo Nutresa S.A.

Once this addition to the agenda was approved, the General Assembly of Shareholders  approved the following propositions:

  • To authorize the legal representatives of Grupo SURA to authorize Inversiones y Construcciones Estratégicas to vote at the Shareholders' Meetings of Grupo Nutresa and Grupo Argos as relates to the appointment of their Boards of Directors, including the Shareholder Meetings of Grupo Nutresa called for on April 3 and 11, 2023.
  • To ratify the authorizations given by the legal representatives of Grupo SURA for Inversiones y Construcciones Estratégicas to vote at the Shareholders' Meetings of Grupo Nutresa and Grupo Argos in which the Boards of Directors of these companies were appointed.

The above measures were adopted even though Grupo SURA, its legal representatives and its external advisors are convinced that they have acted at all times in the best interests of the Company.