Grupo Nutresa S A : Shareholders Decisions - Extraordinary meeting
January 05, 2022 at 12:48 pm EST
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RELEVANT INFORMATION
SUBJECT: Decisions by the shareholders meeting
DATE: January 4th, 2022
Nutresa S.A.'s Shareholders Assembly made the following decisions during today's extraordinary meeting:
Authorize Mr. Jaime Alberto Palacio Botero, to discuss and decide on the public purchase offer (PPO) submitted by JGDB Holding S. A. S. for Grupo Sura S. A.'s common shares.
Not to authorize Messrs. Gonzalo Alberto Pérez Rojas, Ricardo Jaramillo Mejía, Jorge Mario Velásquez Jaramillo, and Juana Francisca Llano Cadavid to discuss and decide on the public purchase offer (PPO) submitted by JGDB Holding S. A. for common shares of Grupo Sura S. A.
As a result of the above, only four members of the Board of Directors were enabled to discuss and decide about the PPO for common shares of Grupo Sura S.A. for this reason, the Board of Directors did not have a quorum to decide.
To reconstitute the quorum, the assembly decided to include the following in the agenda for the meeting: (i) as item 4, to modify the company´s bylaws by reducing the Board of Directors from 8 to 7 members, and to change the rule about the period for submitting nominations for the Board of Directors; and (ii) as item 5, change the composition of the Board of Directors.
The amended text would read as follows:
ARTICLE 63. The Board of Directors consists of seven (7) members or counselors, appointed by the General Shareholders Assembly for one (1) year term, but they may be reelected indefinitely and removed freely by the General Assembly at any time.
PARAGRAPH.-At least three (3) of the seven members shall be independent, a status that will be verified and reported to the
shareholders assembly by the person presiding the meeting where the appointment is to be made.
ARTICLE 71. The Board of Directors shall operate according to the law and the following special provisions:
(…)
2. It shall discuss with the presence of four (4) of its members, and the same majority shall be needed to approve any decisions, except when these bylaws or legal requirements call for a special majority.
ARTICLE 46: The following rules shall apply to the election of members of the Board of Directors:
(…)
2. Nominations to elect members of the Board of Directors shall be submitted 10 business days before the meeting of the General Assembly during which the members are to be elected, and the nominations shall include the following documents: i) each candidate's agreement to being included in the respective list; and ii) written communication from the independent members indicating that they meet the requirements for independence as established in Article 44, Law 964 of 2005. In the event that it is not possible, either temporarily or permanently, to establish the required quorum for the Board of Directors, including, inter alia, the legal requirements or instructions issued by the General Assembly to abstain from participating in certain acts, the shareholders may nominate members to the Board of Directors without the previous notice indicated herein.
4. Modify the Board of Directors with seven (7) members, according to the amendment approved above, reelecting the following members to complete their statutory term in the Board of Directors, i.e., from January 4 to March 31, 2022:
Jaime Alberto Palacio Botero
Mauricio Reina Echeverri
Antonio Celia Martínez-Aparicio
Valeria Arango Vélez
Juana Francisca Llano Cadavid
Gonzalo Alberto Pérez Rojas
Jorge Mario Velásquez Jaramillo
As a result of the above, the Members of the Board who will discuss and decide on the PPO for Grupo Sura are Jaime Alberto Palacio Botero, Mauricio Reina Echeverri, Antonio Celia Martínez-Aparicio and Valeria Arango Vélez, that is to say, all the independent members.
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Grupo Nutresa SA published this content on 05 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 January 2022 17:47:01 UTC.
Grupo Nutresa SA, formerly Grupo Nacional de Chocolates SA, is a Colombia-based company engaged in the food processing sector. Its activities are structured in eight business segments: Cold Cuts, which specializes in the production of processed and matured meat products, ready-made meals, as well as canned foods and mushrooms; Biscuits, which includes a variety of sweet cookies and crackers; Chocolate, which comprises chocolate bars, powdered chocolate for drinks, cereal bars and peanuts snacks; TMLUC, which produces and sells instant cold drinks, pasta, coffee, snacks and soups, among others, under Tresmontes Lucchetti brand name; Coffee, which manufactures roasted and ground coffee, instant coffee, as well as coffee extracts; Retail Foods, which focuses on direct sale of food to customers; Ice Cream, which distributes water- and milk-based ice cream bowls, popsicles and cones, among others, and Pasta, which includes short, long, egg with vegetables, butter and instant pasta.
GRUPO NUTRESA S. A. 
