Grupo De Inversiones Suramericana S.a. · BVC:GRUPOSURA
Grupo De Inversiones Suramericana — Grupo SURA — Merger or Acquisition (December 2024)
23 slides from Grupo De Inversiones Suramericana's merger presentation, Dec 19, 2024
Slide 1: Structure for the completion of Cross-Shareholdings between Grupo SURA and Grupo Argos
Structure for the completion of Cross-Shareholdings between Grupo SURA and Grupo Argos
Slide 2: Disclaimer
This presentation is for illustrative purposes only. Official information regarding the transaction operation should be consulted directly through the communications issued by each company through the relevant information mechanism or other means defined by Colombian legislation for shareholder comm
Slide 3: Grupo SURA and Grupo Argos have signed an Agreement to divest cross-shareholdings
Grupo SURA and Grupo Argos have signed an Agreement through divest their cross-shareholdings through simultaneous absorption spin-off Under this transaction: 1 Cross-shareholdings between Grupo Argos and Grupo SURA are eliminated through simultaneous absorption spin-offs. Grupo Argos Shareholders Ho
Slide 4: Context: Absorption spin-off – Definition of the transaction
Context: Absorption spin-off – Definition of the transaction Spin-off Absorption Share Issue Company B absorbs/receives the assets spun As compensation for the received assets, Company A spins off/separates one or more off by Company A Company B issues shares in favor of the assets in favor of
Slide 5: Simultaneous absorption spin-off: direct stake in both Grupo Argos and Grupo SURA
Simultaneous absorption spin-off: Each shareholder will obtain a direct stake in both Grupo Argos and Grupo SURA, ending the cross-shareholding structures Spin-off Absorption Share Issue Grupo Argos issues shares to all Grupo Argos absorbs the shareholders of Grupo SURA in exchange Grupo Argos spins
Slide 6: Details of the Transaction – Assumptions on Current Structure
Details of the Transaction – Assumptions on Current Structure Considerations Current Ownership Structure Economic rights Grupo Argos The company has 840 million shares. Grupo Argos Grupo SURA Shareholders Shareholders 554 million shares are owned by other Grupo Argos shareholders (66%) 554mm sh
Slide 7: Details of the Transaction – Ratios
Details of the Transaction – Ratios Ratios of the transaction Current Ownership Structure Economic rights Grupo Argos Shareholders Pre operation Post operation Grupo Argos Grupo SURA Shareholders Shareholders 1 Grupo 0.23 Grupo 1 Grupo Argos Argos share SURA shares share 554mm sh 198mm sh 197 millio
Slide 8: Details of the Transaction – Spin-off
Details of the Transaction – Spin-off Considerations Spin-off Economic rights Grupo Argos Spins off its investment in Grupo SURA Grupo Argos Grupo SURA (197 million* shares) in favor of Grupo Shareholders Shareholders SURA These 197 million* shares correspond to 49.9% of Grupo 554mm sh 198mm sh SU
Slide 9: Details of the Transaction – Absorption
Details of the Transaction – Absorption Considerations Absorption Economic rights Grupo Argos Grupo Argos Grupo SURA Shareholders Shareholders It will absorb the investment that Grupo SURA held in Grupo Argos (286 million shares). At the time of this absorption, 554mm sh 198mm sh the shares will be
Slide 10: Details of the Transaction – Share Issue
Details of the Transaction – Share Issue Economic Rights Considerations Share Issue Grupo Argos Grupo Argos Grupo SURA Grupo SURA Grupo Argos The company issues 286 million Shareholders Shareholders Shareholders Shareholders shares to all Grupo SURA shareholders in exchange for the shares it receive
Slide 11: Details of the Transaction – Share Issue
Details of the Transaction – Share Issue Economic Rights Considerations Share Issue Grupo Argos Issues 286 million shares to all Grupo Grupo Argos Grupo SURA Grupo SURA Grupo Argos SURA shareholders, including Grupo Shareholders Shareholders Shareholders Shareholders Argos: i) Grupo Argos receives
Slide 12: The shareholders of both companies will become direct shareholders
The shareholders of both companies will become direct shareholders in Grupo SURA and Grupo Argos Grupo SURA Shareholding Structure Grupo Argos Shareholding Structure Current shareholders of Current shareholders of Current shareholders of Current shareholders of Grupo SURA will retain an Grupo Argos
Slide 13: The proposed transaction fosters a virtuous circle for companies, shareholders and market
The proposed transaction fosters the creation of a virtuous circle that benefits the Companies, their Shareholders, and the Market. 1 Shareholders • • • A simpler structure enables greater value revelation. Increases the stake in the companies' equity. They move from an indirect investment to a dire
Slide 14: Shareholders
The proposed transaction fosters the creation of a virtuous circle that benefits the Companies, their Shareholders, and the Market. 1 Shareholders • • • A simpler structure enables greater value revelation. Increases stake in the companies' equity. They move from an indirect investment to a direct i
Slide 15: Shareholders: The value held does not change
01. Shareholders: The value that shareholders had through one entity does not change, as they will now hold it directly through 2 entities (Grupo Argos and Grupo SURA). Current Value Value After Transaction Indirect stake Direct stake = Current Value per Share Value per share Value per share Value p
Slide 16: Shareholders: All current shareholders increase their stake percentage
01. Shareholders: All current shareholders increase their percentage of stake in the economic rights of Grupo Argos and Grupo SURA. Pre-transaction Post-transaction Ownership percentage based on total capital (Common+ Preferred Shares), % Ownership percentage based on total capital (Common + Preferr
Slide 17: Grupo Argos and Grupo SURA
The proposed transaction fosters the creation of a virtuous circle that benefits the Companies, their Shareholders, and the Market 2 Companies Grupo Argos and • Greater focus and specialization in specific sectors. Grupo SURA • Enhances the capacity to attract more investors and capital to develop t
Slide 18: Organized completion of cross-shareholdings results in simpler, more specialized companies
Organized completion of cross-shareholdings will result in companies with simpler and more specialized structures in their sector Infraestructure Financial Services • Portfolio of leading companies in the • Portfolio of leading companies in the insurance, infrastructure and construction materials as
Slide 19: Colombian Capital Market
The proposed transaction fosters the creation of a virtuous circle that benefits the Companies, their Shareholders, and the Market. Colombian Capital Capital Markets 3 Market • Increase the relevant criteria to enter global indexes (liquidity and market cap adjusted for float). • Aligning structure
Slide 20: Market: Higher free-float levels in both entities
03. Market: The transaction will result in two companies with higher free-float levels in both entities, where each shareholder increases their stake in the spin-off company Free-float as a percentage (%) of shares in circulation: Advantages of being companies with higher free-float: Maximizes eligi
Slide 21: Next Steps: Corporate Governance Timeline for the Transaction
Next Steps: Corporate Governance Timeline for the Transaction Signing of Spin-Off Meetings with Agreement Bondholder Assemblies 2024 2025-2026 October 25th 1H25 2025-2026* 4Q24 2H25 Signing of the Memorandum of General Shareholders’ Request for Regulatory Completion of the Understanding (MOU) betwee
Slide 22: This transaction guarantees the best interests of all shareholders
This transaction guarantees the best interests of all shareholders and positions Grupo SURA and Grupo Argos as companies with greater liquidity potential FAIR For all shareholders: +24,000 in Grupo SURA and +21,000 in Grupo Argos. TREATMENT NO TRANSFER Shareholders will become direct shareholders in
Slide 23: Lod GRUPO we
rN Lod GRUPO we GRUPO ARGOS sua >