Decisions Made by the Shareholders at Their Extraordinary Meeting

In compliance with our relevant information reporting obligations, Grupo de Inversiones Suramericana S.A. ("Grupo SURA") hereby announces the decisions adopted by its shareholders at an Extraordinary Meeting held today, the purpose of which was to comply with the commitments acquired by Grupo SURA, as part of the agreements entered into between the following parties: Grupo SURA, JGDB Holding S.A.S., Nugil S.A.S., IHC Capital Holding L.L.C., Grupo Argos S.A. and Grupo Nutresa S.A., hereinafter the "Agreement".

  • The proposals corresponding to each of the Items on this meeting´s Agenda and which were the subject of the decisions made at this extraordinary meeting were made available on the Grupo SURA website (
  • During the meeting, the shareholders made the following decisions:
  • Item 4 of the Agenda: To authorize changing the allocation of reserves and adding the share repurchase reserve, these operations to be carried out in order to comply with the aforementioned Agreement. For such purposes, the Shareholders approved the following matters:
  • Appropriate from the taxed and non-taxed reserves recorded at September 30, 2023, the amount of six trillion nine hundred sixty-one thousand two hundred six million two hundred seventy-two thousand eight hundred sixty-nine Colombian pesos (COP 6,961,206,272,869) in order to add this sum to the share repurchase reserve.
  • Of this amount, three trillion twenty-seven thousand four hundred eighty-four million three hundred eighty-six thousand seven hundred ninety-one Colombian pesos (COP 3,027,484,386,791) correspond to taxed reserves and three trillion nine hundred thirty-three thousand seven hundred twenty-one million eight hundred eighty-six thousand seventy-eight pesos (COP 3,933,721,886,078) correspond to untaxed reserves.
  • Reclassify the retained earnings recorded in the opening balance sheet to IFRS and corresponding to this investment which amounts to two trillion three hundred and fifty-eight thousand four hundred and fifty-six million three hundred and forty-four thousand three hundred and eighty-seven Colombian pesos (COP 2,358,416,344,387), as taxed, in order to add this sum to the share repurchase reserve. This reclassification will be carried out once the exchange of Grupo Nutresa shares occurs.
  • Accordingly, the share repurchase reserve would come to nine trillion six hundred and nineteen thousand six hundred and twenty-two million six hundred and seventeen thousand two hundred and fifty-six Colombian pesos (COP 9,619,622,617,256), which includes the net balance of the respective reserve at September 30, 2023, the latter in the amount of three hundred billion pesos ($300,000,000,000).
  • Item 5 of the Agenda: Authorize the Company to repurchase its own shares as part of the Grupo Nutresa share swaps agreed upon in the Agreement. Once the various stages of this Agreement have been completed, Grupo SURA will receive 148,147,962 million of its own ordinary shares, equivalent to 31.7% of its total ordinary shares and 25.6% of the total shares outstanding. Consequently, the General Assembly of Shareholders authorized the repurchase of the Company’s own shares, affecting for such purposes the share repurchase reserve approved in the previous Item, this to reach nine trillion, six hundred nineteen thousand, six hundred twenty-two million, six hundred seventeen thousand, two hundred fifty-six pesos (COP 9,619,622,617,256). In the first instance, the taxable component of this reserve will be affected as explained in the previous point.
  • Item 6 of the Agenda: Authorize Grupo SURA to allocate, without preemptive rights, up to a total number of twenty-six million nine hundred ten thousand six hundred eighty-six (26,910,686) of the Company’s ordinary shares in order to comply with its payment obligations in the form of securities, upon launching the tender offer for Grupo Nutresa shares (the "Nutresa Tender Offer") contemplated in the Agreement.

This amount of shares corresponds to the maximum number of treasury stock that the Company could require, amid a scenario in which acceptances to be paid in the form of securities would amount to 10.1% of the Nutresa Tender Offer.

In the event it is considered necessary to use repurchased shares for any other of the purposes set forth in article 417 of the Colombian Code of Commerce, Grupo SURA´s General Assembly of Shareholders shall be requested to provide due authorization at the appropriate time.

The decisions adopted by the General Assembly of Shareholders are part of the corporate authorizations required for executing this Agreement. We also would like to underscore the fact that Items 5 and 6 of the Agenda require regulatory authorizations, which are currently underway before the pertinent authorities.

Grupo SURA shall continue to opportunely inform the market as to the progress made with carrying out this Agreement.