Today, certain mass media published incorrect information regarding the structure of Grupo SURA's Board of Directors as well as an alleged decision that said governing body had taken on November 10 agreeing to sell the Company’s shares in Grupo Nutresa S.A. This as part of a tender offer launched by IHC CAPITAL HOLDING LLC (IHC).
According to the aforementioned reports, the decision was made by a Board of Directors composed of Angela María Tafur Domínguez, Ximena Lombana Villalba and Andrés Bernal Correa.
With regard to such publications, Grupo SURA hereby announces that:
- At the stated November 10 meeting, Grupo SURA´s Board of Directors was unable to hold a meeting in which a decision was reportedly made to accept the tender offer launched by IHC to acquire shares in Grupo Nutresa S.A., among other things, for the following reasons:
- Four (4) of the seven (7) members of the Board of Directors were not present, these having 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 of 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 independent and external legal counsel of the Board of Directors, on the matter relating to the lack of any quorum for deliberating and decision-making purposes.
- Additionally, contrary to what certain media reports claim, the resignations of these four (4) directors were registered before the Commercial Registry on November 10, as verified in the corresponding certificate issued by the Chamber of Commerce on that same date (please refer to link and Annex 1 at the end of this document).
- Nor is it true that the Board's advisors were not available to argue their case. The expert financial advisor was present at Grupo SURA's offices and the environmental, social and governance (ESG) advisor was available virtually.
- 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 out his letter of resignation, which he had already sent by e-mail before the beginning of the meeting.
- The document circulating in certain media purporting to be an extract of the minutes of the Board of Directors meeting is not the minutes of any meeting of Grupo Sura´s Board of Directors. Even, the statement by which Directors Lombana and Tafur appoint themselves as Chairman and Secretary to the Board, respectively, has no effect; and, in addition, it acknowledges that the Chairman of the Board of Directors was not present because he had already resigned. Ms. Lombana uses exactly these words: "Taking into account Santiago’s resignation, and since he cannot act as Chairman of this meeting of the Board of Directors , I as vice-chairperson would assume this role, and of course the Secretary would continue to exercise his duties as Secretary (...)".
- One of the documents circulating in the media states that in this meeting between Lombana, Tafur and Bernal -which was not a Board meeting- a quorum was verified to deliberate and decide on the matters brought before it; however, this was never done, since the opposite occurred: the Secretary read out the letters of resignation (except for that of the Director Cuartas Tamayo, which he read out himself) and stated that, therefore, there was NO quorum for deliberating or deciding on any matter.
- Consequently, the document signed by the Directors Lombana and Tafur is not an extract of the Minutes of the Board meeting signed by the Chairman and Secretary of the Board of Directors.
The reports circulating in certain media include partial and inaccurate information regarding confidential presentations that Grupo SURA's financial advisors made solely and exclusively for the information of the Board of Directors. Disclosure of this information may 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 as well as the Company´s bylaws and other corporate governance documents, the instructions originating from the meeting between Angela María Tafur Domínguez, Ximena Lombana Villalba and Andrés Bernal Correa are non-existent and therefore Company Management is under no obligation to carry these out.