News • Shareholders Assembly

Grupo Argos carried out the first exchange of its stake in Grupo Nutresa for shares in Grupo Sura and Sociedad Portafolio. The execution of the Framework Agreement will continue with the formulation of a tender offer (OPA) for shares of Grupo Nutresa.

6 February 2024

Grupo Argos and the other parties to the Framework Agreement concluded on June 15, 2023, successfully carried out the first exchange of shares. The company exchanged all of its shares in Grupo Nutresa for 36,070,836 ordinary shares of Grupo Sura owned by JGDB, Nugil, and IHC, and for 14,932,413 ordinary shares of Sociedad Portafolio owned by Nugil.

Considering that Grupo Sura also received its own shares and that while these are reacquired their rights are suspended by legal provision, Grupo Argos made contributions of Grupo Sura shares to an autonomous estate that has the irrevocable instruction not to exercise political rights. Consequently, Grupo Argos will not exercise political rights beyond 49% of the shares represented at a Grupo Sura shareholders’ meeting. This is because Grupo Argos, as an infrastructure holding company, does not intend nor seeks to become the controlling party of Grupo Sura.

Continuing with the execution of the Framework Agreement and in compliance with Decree 079 of 2024, Grupo Argos, Grupo Sura, Graystone Holdings (a company designated by IHC, JGDB, and Nugil) will proceed with the formulation of a public acquisition offer for up to 23.1% of the outstanding shares of Grupo Nutresa, to be made jointly but not severally to all shareholders of Grupo Nutresa. The procedures for the public acquisition offer will be carried out within the period provided in the mentioned Decree.

Grupo Argos and Grupo Sura will offer to acquire, in proportion to the stakes they had in Grupo Nutresa, up to 10.1% of the outstanding shares, for a consideration consisting of a combination of Grupo Sura and Sociedad Portafolio shares or USD 12 per share. Meanwhile, Graystone Holdings, JGDB, and Nugil will offer to acquire in cash at the same price (USD 12 per share) the shares exceeding 10.1% of the outstanding shares, up to a maximum of 13%, thus completing the offer for 23.1% of the outstanding shares of Grupo Nutresa.

Once the public acquisition offer for Grupo Nutresa shares is finalized, the second exchange will be carried out, with which the parties will conclude the operations envisaged in the Framework Agreement.

[1]While the reacquired shares belong to Grupo Sura, the rights inherent to them will be suspended (Art. 396 of the Commercial Code).