Grupo Nutresa S A : Decisions of the Board of Directors
December 16, 2021
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RELEVANT INFORMATION
SUBJECT: Decisions made by the Board of Directors
DATE:December 17th, 2021.
In its ordinary meeting held today, the Board of Directors of Grupo Nutresa S.A. made the decisions stated below:
1. The Board of Directors reasserts its deepest interest in striving to maximize in a sustainable way the value delivered to all of Grupo Nutresa's shareholders and all other stakeholders.
To achieve this, the Board of Directors has given the Company's Management Team the instruction of comprehensively analyzing, with support from its independent financial, legal and strategic counsel, the proposals recently brought forward by its shareholders, as well as other alternatives focused on the same objective, such as:
a process for assessing strategic partners that would contribute by adding value to the Company, all its shareholders and all other stakeholders, in alignment with the Organization's objectives and goals; and
a process to enable Grupo Nutresa's access to international capital markets with higher levels of liquidity and depth.
Additionally, the Board of Directors instructed the Organization's Management Team to conduct, in January 2022, an analysis of the Company's dividend distribution, as well as the ongoing share buyback program.
All recommendations from the Management Team and its counsel will be promptly analyzed by the Board of Directors within the framework of its sustainability practices and based on the Company's strategic goals in order to determine whether one or multiple proposals will be adopted and under what terms and time frames they will be implemented. The corresponding determinations will be duly and timely informed to the market.
2. In the context of the disclosure of the non-solicited offer for Grupo Sura, and addressing Grupo Nutresa's ownership of Grupo Sura's stock, the Board of Directors made the following decisions within its corporate governance framework:
to summon an extraordinary Shareholders Assembly meeting, which will be held on Tuesday January 4, 2022, at 9:00 a.m. This meeting will include the
deliberation related to the authorization required by several members of the Company's Board of Directors due to potential conflicts of interest regarding the discussion and decisions on Grupo Sura´s non-solicited offer; and
to designate the Company's CEO, or any other officer duly appointed by the CEO, as Grupo Nutresa's only authorized spokesperson with regard to the mentioned non-solicited offer.
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Grupo Nutresa SA published this content on 17 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2021 13:49:07 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.