Grupo de Inversiones Suramericana S.A. hereby announces that today Ernst & Young Audit S.A.S the Company’s Statutory Auditing firm published a notice in the El Tiempo and El Colombiano newspapers, calling for an Extraordinary Meeting of the Company’s General Assembly of Shareholders, to be held on October 26, 2022
The request was made by the shareholders JGDB HOLDING S.A.S. and NUGIL S.A.S. to the Company's Statutory Auditing Firm the purpose of which is to evaluate and decide on potential conflicts of interest that the members of the Board of Directors of Grupo Sura may have disclosed in the context of the tender offer launched by International Holding Company (IHC) for shares in Grupo Nutresa.
Below is a copy of today's publication in El Tiempo and El Colombiano:
To the Shareholders of Grupo de Inversiones Suramericana S.A.
(Grupo SURA)
In my capacity as the Company´s statutory auditor, and in compliance with that stipulated in Article 182 of the Code of Commerce as well as in Article 13 of the Company's Bylaws, at the request of a plural number of shareholders representing more than one fourth of the Company’s subscribed shares, I hereby call for an Extraordinary Meeting of the General Assembly of Shareholders, based on the terms contained in such request.
The date, time and place of this meeting is as follows:
Date: October 26, 2022
Time: 7:00 a.m.
Venue: Hotel Marriott, Calle 1A Sur #43a -83, Medellín, Antioquia
Manner for holding this meeting: In person
The meeting’s agenda shall be as follows:
- Verification of quorum.
- Reading out the meeting´s agenda.
- Appointing the Chairman and Secretary to this meeting.
- Appointing a commission in charge of approving and signing the minutes of this meeting.
- Appointing a commission for verifying the ballots cast.
- Evaluating and deciding on potential conflicts o interest that certain membrs of the Board of Directors of Grupo de Inversiones Suramericana S.A. have disclosed pursuant to that stipulated in Law 222 of 1995 and in Decree 1074 of 2015, in the context of a Tender Offer launced by International Holding Company (IHC) for shares in Grupo Nutresa S.A. as indicated in the notice of said Tender Offer published on October 19, 2022
In accordance with that provided in Article 429 of the Code of Commerce, should the meeting fail to be held on October 03, 2022 due to lack of quorum, the Company’s General Assembly of Shareholders shall deliberate and decide on these matters at a second meeting to be held at 10:00 a.m. on October 19, 2022, at the same place indicated for the first meeting and with the same agenda.
All those shareholders who are unable to attend this meeting in person may be represented by providing a duly completed power of attorney. Pursuant to Article 185 of the Colombian Code of Commerce, except in cases of legal representation, the administrators employed by the Company may not represent shares other than their own at this shareholder meeting while they are in office, nor may they substitute the powers of attorney granted to them.
DANIEL ANDRÉS JARAMILLO VALENCIA
Statutory Auditor
Lic. No. 140779-T
Appointed by Ernst & Young Audit S.A.S. TR - 530
