Grupo de Inversiones Suramericana S.A. (“Grupo SURA”) hereby announces that it has completed the required formalities before the Colombian Stock Exchange (Bolsa de Valores de Colombia) with regard to its intention to repurchase the Company’s own shares and the corresponding commencement of these operations.
BACKGROUND INFORMATION
At their Annual Meeting held on March 27, 2020, the General Assembly of Shareholders granted due authorization for repurchasing the Company´s own shares up to a total of three hundred billion Colombian pesos (COP 300,000,000,000) during a maximum period of three years, beginning on said date. It also authorized the Company’s Board of Directors to define the manner and conditions governing these stock buy-back transactions.
Subsequently, on March 26, 2021 the Board of Directors defined and approved the procedure by which such buy-back transactions shall be carried out.
Finally, Grupo Sura carried out the procedure stipulated in the current rules and regulations governing the Colombian Stock Exchange (BVC), as a result of which a response was received on april 15, thereby confirming that the Company complies with the provisions of Article 3.9.3.1 of the Sole Circular issued by the aforementioned Stock Exchange, and therefore may begin to carry out stock buy-back operations using the latter’s own trading systems. Consequently,
WE HEREBY INFORM THE MARKET THAT GRUPO SURA SHALL BEGIN THE CORRESPONDING BUY-BACK TRANSACTIONS based on the following terms and conditions:
• Maximum amount to be repurchased: Up to three hundred billion pesos (COP 300.000.000.000)
• Term Until March 27, 2023, date on which the 3-year term expires, as approved by the Shareholders at their Annual Meeting held in 2020.
• Types of shares to be repurchased: Ordinary and preferred shares. When buy-back operations are carried out, these shall be based on the same proportions that both types of shares represent in the Company's capital structure. In other words, the share repurchase orders that Grupo Sura shall give to a stock brokerage firm will be for the latter to buy a number of shares in the proportion of 80.6% ordinary shares and 19.4% preferred shares.
However, since each holder of ordinary and/or preferred shares is able to decide on whether or not to sell in these same proportions, the number of shares effectively repurchased may result in a different proportion than the aforementioned 80.6% and 19.4%, respectively.
• Mechanism to be used for performing these share buy-backs: These repurchases shall now begin using the Colombian Stock Exchange's Trading System, as stipulated in the Rules and Regulations governing the aforementioned Exchange as well as Sole Circular Letter issued by this authority.
Should Grupo Sura decide to use the Colombian Stock Exchange’s Independent Mechanism at a later date, it shall provide said authority as well as the public securities market with prior notice of such intention.
• Stock Brokerage Firm Chosen: A stock brokerage firm shall be used for each trading day, pursuant to the rules and regulations governing the Colombian Stock Exchange.
The aforementioned procedure was carried out in accordance with these rules and regulations and in the best interest of the Company and its shareholders, while upholding their rights, ensuring market transparency and adhering to the framework defined by the Colombian Stock Exchange.
For these purposes, the following measures were established:
• Proportional purchases for both types of shares (ordinary and preferred).
• Transactions shall be carried out through the mechanisms regulated by the Colombian Stock Exchange.
• Prices shall be determined based on recognized technical procedures, that is to say, in the case of the Trading System, according to the rules and regulations governing the Colombian Stock Exchange and the prices quoted using said system for shares classified as Instruments subject to Continuous Trading shall be understood as having been set by a technically recognized procedure.
• The market shall be provided with clear and timely information when these buy-back transactions are duly executed.
