Grupo de Inversiones Suramericana S.A. (hereinafter “Grupo SURA” or the ‘Company’) hereby reports on the most significant activities carried out to date with regard to implementing the Partial[1] Spin-offs by absorption of Grupo SURA, Grupo Argos S.A. (“Grupo Argos”) and Cementos Argos S.A. (“Cementos”), as a result of the corresponding authorization as issued by the Colombian Superintendency of Finance, and reported to the market on June 27, 2025.
As part of the first stage of the implementation, with regard to the Cementos Spin-Off, the following activities have been performed:
- Public deed No.1059 was granted by the 11th Notary Public of the Circuit of Medellín, thereby solemnizing the Cementos Spin-Off.
- The registration of such deed before the Chambers of Commerce of both Medellín and Barranquilla took place today.
As a result of the Cementos Spin-Off, Grupo SURA's bylaws have not been amended. Additionally, the estimated value of the Separate Financial Statements at March 31, 2025, after the Cementos Spin-Off would be as follows, highlighting that the following figures and number of shares are transitional in nature; since the definitive ones will be announced to the market once all Spin-Offs have been carried out:
| Value (COP) | Number of Shares | |
|---|---|---|
| Par value: | 187,50 | N.A. |
| Authorized capital: | 112,500,000,000 | 600.000.000 |
| Subscribed and paid-in capital: | 109,120,790,437 | 581.977.549 |
| Total assets: | 31,419,969,358,254 | N.A. |
| Total liabilities: | 9,650,418,646,080 | N.A. |
| Shareholders' equity: | 21,769,550,712,174 | N.A. |
We would like to remind our shareholders that this first stage of the implementation, called the Cementos Spin-Off, consists of Cementos transferring to Grupo SURA a block of 28,394,940 ordinary shares in Grupo SURA as well as making their offsetting entries in the equity account. These shares shall be absorbed and cancelled by Grupo SURA. As part of this same stage, Grupo SURA shall issue to the shareholders of Cementos new ordinary and preferred shares in Grupo SURA.
The upcoming activities as part of this first stage of implementation are associated with the book entry to be made by Deceval (the Colombian Centralized Securities Deposit) of the transactions described in this announcement, as a result of which the Company shall receive new shareholders from Cementos, thus expanding Grupo SURA´s shareholder base.
The progress made with these implementation activities is shown in the diagram below:
The completion of this activity shall be announced using the “Relevant Information” channel.
The implementation of this operation does not require any particular action on the part of the shareholders of both Grupo SURA and Cementos. Each of the details of this Spin-Off by Absorption, its corresponding stages, as well as the terms and conditions set forth in the Proposed Spin-Off, can be found here., these having been made available as of January 31, 2025.
[1] Capitalized terms and terms in quotation marks shall have the meaning assigned to them in the "Proposed Spin-Off “ as published on the Company’s website.
