Grupo de Inversiones Suramericana S.A. (hereinafter “Grupo SURA” or the ‘Company’) hereby reports on the most significant activities carried out to date with regard to implementing the Partial Spin-offs[1]by absorption of Grupo SURA, Grupo Argos S.A. (“Grupo Argos”) and Cementos Argos S.A. (“Cementos”), as a result of the corresponding authorization as issued by the Colombian Superintendency of Finance, and reported to the market on June 27, 2025.
As part of the first stage of the implementation, with regard to the Cementos Spin-Off, the following activities have been performed, in addition to those that were announced to the market last July 10th[2]:
- On Friday night, the corresponding book entries[3] were made by Deceval, (the Colombian Centralized Securities Deposit) after applying the final distribution ratio corresponding to the Cementos Spin-Off as announced to the market on July 8th 2025 on the part of Cementos. As a result of this stage, Grupo SURA now has more than 7 thousand new shareholders.
- As a result of the above, there was also a significant change in Grupo SURA´s shareholder structure, therefore, the following is a list of the twenty-five (25) main shareholders, highlighting that (i) FAP Cementos Argos - Inhibidor del Voto and Cementos Argos S.A. are conclusively no longer shareholders of Grupo SURA and (ii) the final shareholder structure shall only be made known once the implementation of all the Spin-offs is completed, at which time the corresponding information shall be reported to the market.
- In the next few days, the process of making the cash payments for the fractions of shares[5] held in Grupo SURA in favor of each of the ordinary and preferred shareholders of Cementos, who are entitled to such, shall begin.
Once this first stage of implementation is completed, the second stage shall commence, this consisting of the simultaneous execution of the spin-off of Grupo Argos in favor of Grupo SURA (the "Argos Spin-Off") and the spin-off of Grupo SURA in favor of Grupo
Argos (the "Sura Spin-Off"). The first of the more relevant activities to be carried out in this second stage shall consist of applying for the suspension of trades for both the ordinary and preferred securities of both issuers, which is expected to begin on July 21 and which shall be duly disclosed to the market beforehand.
The progress made with these implementation activities is shown in the diagram below:
The completion of this activity shall be announced using the “Relevant Information” channel
Each of the details of these transactions, the corresponding stages, as well as the terms and conditions set forth in the Proposed Spin-Off, can be found here.
[1] Capitalized terms and terms in quotation marks shall have the meaning assigned to them in the "Proposed Spin-Off “ as published on the Company’s website
[2] Please refer to the Relevant Information published on July 10th by Grupo SURA
[3]The term “book entry” is understood to be the electronic record made by Deceval (the Colombian Centralized Securities Deposit) that certifies the identity of the holder of each share.
[4] The shares belonging to the non-voting FAP Grupo Argos standalone trust retain their economic rights but are subject to an irrevocable instruction for their voting rights not to be exercised.
[5] Under the terms set forth in the Planned Spin-Off
