In view of the publications appearing in certain media and social networks regarding the precautionary measures ordered by the Colombian Superintendency of Companies to suspend the authorization given by the General Assembly of Shareholders to two members of the Board of Directors to decide on the tender offer launched by IHC for shares in Nutresa, Grupo de Inversiones Suramericana S.A. ("Grupo SURA") hereby announces that:
- This Friday Grupo SURA was notified by the Corporate Jurisdiction Office of the Colombian Superintendency of Companies of the precautionary measures decreed by the latter authority as part of the verbal proceedings brought by Nugil S.A.S. and JGDB S.A.S. against Grupo SURA and other legal entities and individuals.
- As part of the precautionary measures issued by the Colombian Superintendency of Companies, the Directors Luis Javier Zuluaga Palacio and Sebastián Orejuela Martínez were ordered to abstain from participating in the deliberations and decisions of Grupo SURA´s Board of Directors of Grupo SURA, in regards to the participation of said Company in the tender offer launched by IHC Capital Holding LLC for shares in Grupo Nutresa S. A. until this process has been completed, unless due authorization is obtained from the highest corporate body, in accordance with Section 7 of Article 23 of Law 222 of 1995.
- In view of these decisions as well as the interpretations published in the media regarding their effects, we wish to clarify that Grupo SURA has proceeded in accordance with that provided by Law 222 of 1995, Decree 1074 of 2015 and other statutory and corporate governance rules as applicable to handling conflicts of interest; and that the decision thus announced does not modify at any time the mandatory rules and regulations regarding quorum and decision-making majorities as established by the Colombian Code of Commerce and the Company's Bylaws, which require that the decisions on the part of the Board of Directors be approved with the affirmative vote of the majority of its members, which in the case of Grupo SURA corresponds to the votes of four (4) of its Directors.
- As explicitly provided in the Colombian Code of Commerce and the Company's bylaws, which include an arbitration agreement that must be respected by the shareholders as well as the authorities, the aforementioned quorum rule can only be legally modified in order to establish higher majorities.
- To date, we are waiting for the Colombian Superintendency of Companies to send us the process filing in order to analyze the actions considered pertinent.