Distribution ratios for both the Sura Spin-Off and the Argos Spin-Off The new par value going forward of the Grupo Sura share and its shares

Relevant information

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 Spin-offs[1]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.  

In accordance with the provisions of the Proposed Spin-Off regarding the information to be provided to the market, Grupo SURA hereby announces the:

  • Definitive distribution ratios to be applied to the Sura Spin-Off and the Argos Spin-Off:
    • The Sura distribution ratio: Grupo Argos shall issue to Grupo SURA’s shareholders on the Cut-Off Date 0.723395840821982 Grupo Argos shares for each share held in Grupo SURA.
    • The Argos distribution ratio: the Company shall issue to Grupo Argos´ shareholders on the Cut-Off Date 0.235880284767547 Grupo SURA shares for each share held in Grupo Argos.

With respect to the fractions of shares corresponding to the shareholders of each spun-off company as a result of applying the respective distribution ratio, the provisions of the Proposed Spin-Off shall be complied with[2].

  • Par value[3]of the Grupo SURA share: The public deed corresponding to the Sura Spin-Off shall include an amendment to its by-laws regarding the new par value of the Grupo SURA share, this as a result of the adjustments inherent to this process and as authorized in the Proposed Spin-Off.

Consequently, the duly amended Article 4 of Grupo SURA's Bylaws shall read as follows:

ARTICLE 4- AUTHORIZED SHARE CAPITAL. The Company’s AUTHORIZED capital shall consist of  ONE HUNDRED AND TWELVE BILLION FIVE HUNDRED MILLION COLOMBIAN PESOS  (COP 112,500,000,000) divided into five hundred and thirty million four hundred and eighty-nine thousand three hundred and eighty-six (530,489,386) shares each with a par value of $212,068333445966".

  • Shares Outstanding Once these Spin-Offs are completed, Grupo SURA shall have 514,554,854 subscribed shares, of which 327,705,908 shall be outstanding.

The progress made with these implementation activities is shown in the diagram below:

 

The implementation of this operation does not require any particular action on the part of the shareholders of both Grupo SURA and Grupo Argos. 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
[2] See section 12 of the Proposed Spin-Off, regarding the monetization of these fractions and the cash value to be delivered to each of the eligible stockholders.
[3] Section 8.26 of the Proposed Spin-Off establishes that, on the Cut-Off Date, the par value of the Company’s shares shall be reported to the market, according to the text contained in Appendix E of said document.