Announcements published by the Company

Today, certain media have published incorrect information regarding the structure of Grupo SURA's Board of Directors and about an alleged decision that said body would have taken on November 10 accepting to sell its shares in Grupo Nutresa S.A. in response to a tender offer launched by IHC CAPITAL HOLDING LLC (IHC). According to these media reports, the decision was made by a Board of Directors made up of Angela María Tafur Domínguez, Ximena Lombana Villalba and Andrés Bernal Correa.

With regard to such publications, Grupo SURA hereby informs that:

-  With regard to the meeting held on November 10, there was no meeting held by Grupo SURA´s Board of Directors in which it was allegedly decided to accept the tender offer made by IHC to acquire shares in Grupo Nutresa S.A., for the following reasons, among others:

  • Four (4) of the seven (7) members of the Board of Directors were not present, since these had resigned with immediate effect prior to the start of the scheduled Board meeting, as stated in their letters of resignation which are of public knowledge, since they were published on the Company's website at the request and with prior authorization of the resigning directors.
  • Angela María Tafur Domínguez, Ximena Lombana Villalba and Andrés Bernal Correa refused to listen to the legal analysis provided by the Board of Directors´ independent and external legal counsel on the matter relating to the lack of the quorum required for deliberating and deciding on the matters brought before them.
  • Also, and contrary to what some media reports claim, the resignations of these four (4) directors were registered with the Commercial Registry on November 10, as can be verified in the certificate issued by the Chamber of Commerce on that date (see link and Attachment 1 at the end of this document).
  • Nor is it true that the Board's advisors were not available to present their arguments. The Board´s expert financial advisor was present at Grupo SURA's offices and the Environmental, Social and Governance (ESG) advisor was available on-line.
  • It is not true that Santiago Cuartas Tamayo, a former member of the Board of Directors, participated in the alleged meeting. He only came in to personally read his letter of resignation, which he had already sent by e-mail before the beginning of the meeting.
  • The document circulating in some media purporting to be an extract of the minutes of the aforementioned Board of Directors meeting is not the minutes of any meeting of Grupo SURA´s Board of Directors. Even the statement by which the directors Lombana and Tafur appoint themselves as Chairman and Secretary to the Board, respectively, has no effect; and, said minutes also acknowledges that the Board´s Chairman was not present because he had resigned. Ms. Lombana exactly uses these words: "Taking into account Mr. Santiago´s resignation and therefore, since he cannot act as Chairman of this Board meeting, I as vice-chair would assume this role and of course the Secretary would continue to carry out his duties as secretary (...)".
  • One of the documents circulating in the media states that in the meeting attended by Lombana, Tafur and Bernal- which did not constitute a Board meeting- a quorum was verified to deliberate and decide upon the matters brought forward; however, this was never carried out, since the opposite occurred: the Secretary read out the letters of resignation (except for that of the Director Cuartas Tamayo, who read it out himself) and stated that, therefore, there was NO quorum for the aforementioned deliberation and decision-making purposes.
  • Thus, the document signed by the directors Lombana and Tafur is not an extract of the minutes of a Board meeting signed by its Chairman and Secretary.

-  Reports circulating in some media include partial and inaccurate information about confidential presentations that Grupo SURA's financial advisors made solely and exclusively for providing information to the Board of Directors. Disclosing this information could well be a violation of Grupo SURA's business confidentiality.

-  Consequently, according to multiple legal advisors consulted by the Company, without a board meeting having been held as provided by law, and according to the Company´s bylaws and other corporate governance documents, the instructions given at the meeting attended by Angela María Tafur Domínguez, Ximena Lombana Villalba and Andrés Bernal Correa are non-existent and therefore the Company’s Senior Management are under no obligation to comply.



Minutes of Board Meeting

Certificate issued by the Chamber of Commerce

Formal record of the resignations of 4 directors