Grupo SURA’s Management would like to make clear that the Company´s Board of Directors has not made any decision regarding the tender offer for shares in Nutresa, in spite of the statements made by three of its members

As part of our fiduciary duty to all Grupo Sura´s shareholders, and in keeping with Colombian legislation and the rules and regulations governing the Company´s corporate governance, we, at Grupo SURA, consider it appropriate to publicly express our opinion regarding the events that occurred yesterday Thursday, November 10, 2022.

We are motivated to do so in order for all our shareholders, the investing public as well as the stock market in general, to be absolutely clear about the proper working order of such an important governing body as Grupo Sura´s Board of Directors.

The directors Luis Javier Zuluaga, Sebastián Orejuela, Santiago Cuartas and Pablo Londoño tendered their resignations as members of the Company's Board of Directors, these effective immediately.  This meant that from that moment onwards Grupo SURA did and does not have a duly integrated Board of Directors that can make decisions while fulfilling the requirements established in Law 964 of 2005.

Therefore, it was improper for the directors Ángela María Tafur, María Ximena Lombana and Andrés Bernal to have held a meeting in which they expressed their willingness to accept the tender offer for shares in Grupo Nutresa, as launched by IHC.

Clearly, in light of that stipulated in currently applicable legislation, the Code of Commerce and Grupo Sura´s own bylaws, the statement made by all three of the aforementioned Board members is not valid, since in a seven-member Board of Directors the majority required to deliberate and make decisions on the matters brought before them is a minimum of four Directors. Consequently, Grupo SURA has not made any decision whatsoever with regard to the tender offer for shares in Nutresa.


This unprecedented situation in the Company's history was duly reported to the competent authorities as well as to the public stock market, this through the relevant information mechanism, so as to avoid any misinformation that this might lead to. We, the Company´s Management, are evaluating all pertinent legal action, in the best interest of both the Company and all its shareholders in the light of what happened today.

Finally, in keeping with our corporate governance guidelines, Management has called for an Extraordinary Shareholders' Meeting to be held on November 22 for the purpose of appointing a new Board of Directors. Under these conditions, this new governing body would be able to deliberate and decide on the tender offer for shares in Grupo Nutresa, should the bidder, IHC, be interested in extending the initial acceptance period.