The implementation of the June 15, 2023 Agreement has now been completed bringing about a significant change to the Company´s shareholder structure

Relevant information

Grupo de Inversiones Suramericana S.A. ("Grupo SURA") hereby announces that today the second part of the direct exchange of shares [1] took place, thereby completing the implementation of the Framework Agreement signed on June 15, 2023 and its subsequent amendments (the "Agreements").

As a result of the second stage of this share swap and as planned as part of these Agreements:

  1. Grupo SURA received from NUGIL S.A.S. ("Nugil"), JGDB Holding S.A.S. (“JGDB”) and IHC Capital Holding LLC (“IHC”).

    a.-  Its own ordinary shares corresponding to a 5.38% stake[2] calculated on the total number of ordinary shares pertaining to Grupo SURA before the second stage of this share swap, which shall be treated as repurchased shares, according to the authorization granted by the General Assembly of Shareholders at a meeting held on November 24, 2023. Consequently, the economic and voting rights corresponding to these shares shall be suspended[3] and there will be a reduction in the number of the Company’s outstanding shares; and

    b.-  Shares pertaining to Sociedad Portafolio S.A., corresponding to a 12.83% stake in this Company´s total outstanding shares.

  2. Grupo SURA delivered 36,180,002 shares in Grupo Nutresa to NUGIL, JGDB and IHC, which were acquired in the tender offer for shares of this issuer that concluded on April 11, 2024[4].

  3. Finally, as a result of this second stage of the share swap, Grupo SURA's shareholder base underwent several modifications, among which JGDB ceased to be a shareholder of the Company, having surrendered the 6.1% stake it held to date, calculated on the amount of ordinary shares belonging to Grupo SURA prior to the aforementioned second stage of the

The change in the Company´s shareholder structure shall be reflected at the close of business today in the Company's shareholder ledger.

With these transactions, the obligations contemplated in the Framework Agreement have now been concluded, thereby fulfilling the objectives agreed upon by the corresponding signatories. Consequently, Grupo SURA and Grupo Argos cease to be shareholders of Grupo Nutresa, while JGDB, Nugil and IHC cease to be shareholders of Grupo SURA.

 

 

 

[1] As the market was duly informed by means of a Relevant Information published on December 11, 2023. 
[2] Grupo SURA received 18.190.890 of its own ordinary shares.
[3] Article 396 of the Colombian Commercial Code.
[4] See Relevant Information published on April 11 and 12, 2024.