The Board of Directors authorized the implementation of certain amendments that will speed up the execution of the Framework Agreement

In compliance with our relevant information reporting obligations, Grupo de Inversiones Suramericana S.A. ("Grupo SURA” or “SURA”) hereby announces  that its Board of Directors authorized Senior Management to agree to implement certain amendments to the documents signed on June 15, 2023 (the "Agreements") regarding the exchange of Grupo Nutresa shares (the "Transaction"), as announced to the market in a timely manner. The most relevant changes to the structuring of this Transaction are as follows:

  • The parties shall replace the stand-alone trust mechanism initially provided for in the aforementioned. Agreements, with a direct exchange to be carried out on two occasions:
    • The first, once the Grupo Nutresa spin-off is completed, whereupon Grupo SURA and Grupo Argos ("Argos") shall deliver approximately 45.5% of the shares held in Nutresa (after the spin-off is carried out, hereinafter "Nutresa"), to NUGIL, JGDB and IHC.
      As a result, NUGIL, JGDB and IHC shall then hold a 76.9% stake in Nutresa.
    • In turn, NUGIL, JGDB and IHC shall deliver to SURA and Argos the shares held in SURA and in the Company, Sociedad Portafolio S.A.[2] in an equivalent percentage as agreed in the exchange terms stipulated in the Agreements.
  • The second exchange of shares shall occur after the tender offer for Nutresa shares is completed, as detailed below. Amendments to the Agreements in connection with the Tender Offer:
    • The Tender Offer that, according to the Agreements, was to be launched by Argos and SURA for 23.1% of Nutresa’s share capital shall be launched, for the same 23.1% stake, either jointly with IHC or with an entity to be appointed by IHC.
    • SURA and Argos´ obligation to deliver a 10.1% stake in Nutresa to JGDB, NUGIL and IHC, as established in the Agreements, will no longer be obligatorily fulfilled in the form of Nutresa shares, but may be paid either in cash at a rate of USD $12 per share, or in the form of shares or in a combination of both, in the event that share acceptances obtained do not reach the 10.1% threshold.
    • Should the percentage of acceptances obtained through the Tender Offer exceed the aforementioned 10.1% stake in Nutresa, the shares exceeding this percentage will be acquired directly by IHC, at a price of USD $12 as defined in the Agreements.
    • All other terms and conditions of the initial Tender Offer remain unchanged.

The amendments herein described will allow for a faster progress to be made with fulfilling the objectives stipulated in the Agreements, as we move ahead towards a new ownership structure resulting from the Transaction, in such a way that NUGIL, JGDB and IHC will be the majority and controlling shareholders of Nutresa and will not retain stakes in Grupo SURA or in Sociedad Portafolio S.A., as a result of the spin-off from Nutresa.

Likewise, once the first exchange is completed, Grupo SURA will continue to focus its investment portfolio on the financial service sector.

We would like to underscore the fact that the execution of the aforementioned Agreements remains subject to the relevant regulatory approvals being granted, including those of the Colombian Superintendency of Finance, as well as the amendments made to said Agreements being formalized.

More detailed information regarding the effects and results of the Agreements can be found at



1  See relevant information published on May 24, June 15, and June 29, 2023
2  This Company corresponds to the one previously reported as Nueva Sociedad Portafolio. This is the Company to be created after the spin-off from Nutresa, which shall hold the SURA and Argos shares that are currently owned by Nutresa.