Grupo Argos and Grupo Sura signed an amendment to the Framework Agreement for the exchange of Grupo Nutresa shares

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Medellín. – Grupo Sura and Grupo Argos informed that this Monday they signed an amendment to the Framework Agreement signed on June 15, 2023 for the exchange of Grupo Nutresa shares, according to the authorization given by the board of directors on September 15 and announced on that date to the market, to implement modifications to the Agreements.

These modifications will allow us to move forward more quickly in the fulfillment of the objectives of the Agreements, advancing towards the new ownership structure resulting from the Transaction. The most relevant changes are mentioned below:

1) The parties will carry out a direct exchange of shares, which will be carried out in two moments and will replace the autonomous equity mechanism initially foreseen in the Agreements:

The first exchange will take place once the Grupo Nutresa spin-off is completed. Grupo Sura and Grupo Argos will deliver approximately 45.5% of Nutresa shares to Nugil, Jgdb and IHC Capital Holding LLC. With this, from that moment on, these companies will have a 76.9% participation in Nutresa.

In turn, Nugil, Jgdb and IHC will deliver to Grupo Sura and Grupo Argos shares of Grupo Sura and the Portfolio Company in an equivalent percentage, under the exchange terms agreed in the Agreements.

The second exchange of shares will occur after the completion of the tender offer for 23.1% of Nutresa’s shares.

2) Amendments to the Agreements in connection with the Tender Offer:

The Tender Offer that, according to the Agreements, was to be launched by Grupo Sura and Argos for 23.1% of Nutresa’s shares will be launched, for the same 23.1%, jointly but not severally by Grupo Sura and Argos with an entity to be designated by IHC.

The obligation of Grupo Sura and Argos to deliver 10.1% of Nutresa shares to Jgdb, Nugil and IHC, as agreed in the Agreements, may be fulfilled by paying in cash at a rate of USD$12.

If the percentage of acceptances of the Tender Offer exceeds 10.1% of Nutresa shares, the shares exceeding such percentage will be delivered to Jgdb, Nugil and IHC.