Jaime Gilinski requests extraordinary meeting of Grupo Sura to modify statutes

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The businessman would seek to change the rules of the game so that the Board of Directors can decide on the takeover bid for Nutresa

Jaime Gilinski requests an extraordinary meeting of Grupo Sura to modify statutes

Jaime Gilinski and Nutresa

A new extraordinary meeting of shareholders of the Sura Groupwas requested by the companies JGDB Holdings and Nugil, owned by businessman Jaime Gilinski, which would be a move in the midst of the takeover bid for Nutresa, advanced by the Arab conglomerate< b> International Holding Company (IHC).

The assembly, scheduled for next Friday, November 18 at 2 in the afternoon at the Hotel Marriott Medellin, would have the objective of requesting a reform of the company's bylawsin order that the shareholders can instruct the administration on how to vote in the meetings of the general assembly of shareholders of Grupo Argos S.A. and Grupo Nutresa S.A. regarding any Public Offer of Acquisition (OPA) on the shares of these companies.

Article 437 of the Commercial Code, as well as the statutes of the Sura Group, state that the necessary quorum is at least four votes in favor at the Board to decide on approvals, which Gilinski would seek to modify through the statutory reform he proposes.

It should be remembered that by provision of the Superintendency of Companies, Nutresa representatives could not vote until the legal representative received authorization from its board of directors, which would would remove the majorities of the Antioquia Business Group (GEA) in the shareholders' meetings.

The Superintendence disqualified Sebastián Orejuela and Luis Javier Zuluaga, nominated by the GEA, to participate in the fourth takeover bid for the food company. In this way, the Board of Sura would be distributed as follows: Luis Santiago Cuartas and Pablo Londoño (nominated by the GEA) and Andrés Bernal, Ángela Tafur and María Ximena Lombana (nominated by the Gilinski Group).

< p class="paragraph">As the minimum necessary to approve the takeover bid is four votes, Gilisnki would need to change the statutes.

Controversy because an official of the Superintendency of Companies who took action against the GEA would be related to Jaime Gilinski

The action of the Superintendence regarding the incapacity filed against the two members of the Board of Directors of Sura previously mentioned to vote in the takeover bid for Nutresa is in question.

According to the journalist Daniel Coronell, the official of the entity that made that determination, Jose Nicolas Mora Acevedo, has a relationship with one of the law firms that represents Jaime Gilinski.

According to the journalist, Mora Alvarado is in charge of the Corporate Jurisdiction Department. “In practice he acts as a judge of the Supersociedades to resolve conflicts between shareholders. The problem is that the judge has had a long relationship with the Gómez-Pinzón firm, one of those that represents Gilinski ”, he detailed in his column, Coronell Report.

In his investigation, Coronell points out that the official did not report his situation when he made the determination. “Until recently, the official was a senior associate of Gómez-Pinzón's conflict resolution and investment protection team.”

Sura, for his part, according to the same column, already sent a right of petition to inquire about the labor, commercial and any kind of relationship between Mora Alvarado and the firm that represents Jaime Gilinski and its members.

Such relationships would constitute an insurmountable legal and ethical disability, in such a way that the members of Sura's Board of Directors would once again be empowered to decide on the takeover bid for Nutresa.

Another detail is that Mora Acevedo is subordinate to the Superintendent of Companies, Billy Escobar, who was appointed to that position by the then Minister of Commerce, María Ximena Lombana, who today is part of the Board of Directors of Sura on behalf of the Gilinski Group.