Grupo SURA´s General Assembly of Shareholders authorized four members of its Board of Directors to decide on the Tender Offer for shares in Grupo Argos

  • The corresponding Extraordinary Shareholders´ Meeting obtained a quorum of 95,74% and voted on the potential conflicts of interest stated by six of the seven members that form the Board of Directors.
  • Two independent members and three equity members shall deliberate and decide on the tender offer presented by Nugil S.A.S. for shares in Grupo Argos.
  • The decision adopted at this Shareholders' Meeting is in keeping with the recent changes made to the structuring of the Board of Directors, this in order to facilitate the decision-making process with regard to the aforementioned tender offer.

This Wednesday morning, the Shareholders at an Extraordinary  Meeting authorized four of the seven members of the Board of Directors, namely the independent members Luis Santiago Cuartas Tamayo, Jaime Sebastián Orejuela Martínez, as well as the equity members Luis Javier Zuluaga Palacio and Pablo Londoño Mejíato, decide on the tender offer for Grupo Argos shares.   The Shareholders' also decided not to lift the conflicts of interest stated by Gabriel Gilinski Kardonski (an equity member) and José Luis Suárez Parra (an independent member).

In the case of the Ángela María Tafur (an equity member), she made it known that she is not subject to any conflict of interest and therefore shall be able to participate along with the other four members of the Board of Directors in deliberating and deciding on the decision to be taken.

Now that the General Assembly of Shareholders has provided its decision, this being the Company’s highest corporate governance body, it shall be up to the Board of Directors to deliberate and decide on whether or not to accept the tender offer launched for Grupo Argos´ shares, taking into account the interests of all Grupo SURA shareholders in the corresponding analysis.

In order to provide more context, this latest decision taken by the Shareholders was preceded by an Extraordinary Meeting held on June 22, which approved changes to the actual structure of the Board of Directors this in order to facilitate the decision-making process in connection with the tender offer launched for Grupo Argos´ shares. Likewise, on June 23, the Shareholders decided not to approve an amendment to the Company’s bylaws with the intention of transferring the decision to be made regarding the aforementioned tender offer to the General Assembly of Shareholders .

The Board members Gabriel Gilinski and Ángela María Tafur excused themselves from participating in the Extraordinary Meeting held on June 29. Prior to this extraordinary meeting, the communications sent by the Board members stating their potential conflicts of interest were submitted to all Grupo SURA shareholders for their consideration.