Detailed and orderly analysis of the terms and conditions of the tender offer submitted by Nugil S.A.S, with which it seeks to acquire a majority stake in Grupo Nutresa S.A. (Grupo Nutresa)

Grupo de Inversiones Suramericana S.A. (Grupo SURA), as the owner of 35.7% of the ordinary shares in Grupo Nutresa, hereby informs the following:

  • We are currently in the process of analyzing, in an orderly and rigorous manner, the scope of the tender offer (OPA for its acronym in Spanish1) for a controlling stake in Grupo Nutresa’s capital, as we are required to do to faithfully comply with our fiduciary duty. This analysis considers its possible effects on our Company, its shareholders, employees, clients and suppliers, among other stakeholders. For this purpose, we have a team of external advisers providing support on various fronts so that we are able to make an informed and responsible decision at the end of this analysis.

  • Given the scope of the aforementioned tender offer, the strategic value that Grupo Nutresa represents within our Company's portfolio and, generally speaking, the transcendental importance of this matter, this review requires taking a comprehensive and long-term view. From an economic standpoint, we shall consider the price offered, both in the context of a market temporarily affected by the effects of COVID-19, as well as aspects regarding the Company’s fundamental value. Likewise, we shall take into account factors such as Grupo Nutresa’s trajectory and the prospects for expansion and growth, which have allowed it to become a global company, with brands present in 78 countries, and which has the potential to continue delivering ever increasing dividends to its shareholders, as it has done in the past throughout its corporate history.

  • As part of Grupo SURA's overarching objective, which has always been to obtain sustainable levels of profitability, we shall also evaluate the bidder's track record and vision in terms of strategy, business plans, democratization of share capital, management and corporate governance practices, along with its commitment to human rights and the environment, its ability to create added value for Grupo Nutresa and its employees, suppliers and partners, as well as possible impact on the development of our communities and territories, among other salient factors.

  • Likewise, at Grupo SURA we value our strategic partners, who are both world-class experts and benchmarks in their industries, and who have accompanied us for several decades in placing their trust, as domestic and international investors, in our corporate trajectory and our handling of the different lines of businesses in which we are fully engaged. We shall continue to support the growth of our investments, in an orderly manner, with the support of both current and new allies who share our long-term vision and commitment to creating greater economic and social value.

  • Likewise, we at Grupo SURA consider it a duty of loyalty as well as a legal obligation to ensure that our own shareholders receive truthful, timely, complete and sufficient information relating to the effects that this tender offer could have, and which could eventually affect their rights as shareholders.

  • Finally, we are conducting this analysis in accordance with the principles of transparency, respect, responsibility and fairness that have always guided us, which are in turn reflected in the trust that millions of Colombians and Latin Americans have placed in Grupo SURA as well as in the different lines of business belonging to our investment portfolio.