Contents. Our Company. Our Company. Investor Relations. Investment Portfolio. Corporate Governance

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1 Annual Report

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3 Contents Our Company 1 Our Company 3 Board of Directors 4 Senior Management 6 Strategic orientation 7 Letter to our Shareholders 9 Our results 24 Our share performance 26 Highlights 28 Social responsibility and corporate citizenship 30 Global Compact 32 Integral Business Performance Model 33 Investor Relations 2 Investor relations 34 Investment Portfolio 3 4 Investment portfolio 36 Suramericana 38 Seguros de Vida Suramericana 40 Seguros Generales Suramericana 41 Seguros de Riesgos Profesionales 42 Suramericana - ARP Sura EPS y Medicina Prepagada 43 Suramericana - EPS Sura Seguros Suramericana - Panamá 44 Otras filiales de Suramericana 45 Bancolombia 46 Protección AFP 48 Enlace Operativo 50 Inversiones Argos 52 Grupo Nacional de Chocolates 53 Equity Stakes 54 Corporate Governance Corporate Governance Report 58 Our Company Grupo de Inversiones Suramericana is a holding company listed on the Colombian stock exchange and registered with the ADR- Level 1 program in the United States. Its portfolio of investments is divided into two main segments: the first, Strategic Investments, is comprised of the financial service, insurance and social security as well as complementary service sectors. The second is Portfolio Investments, mainly comprising of the Group s investments in the food, cement and energy sectors This portfolio consists of leading companies in their own respective markets, who are widely known for their excellent performance as well as for having a sound corporate reputation. Our strategic investments form our core business and here we play a much more active role with regard to monitoring the performance of the different companies pertaining to this part of our business. Grupo de Inversiones Suramericana is creating greater value for its shareholders by implementing a more global vision that identifies, promotes and develops synergies and new opportunities to create, grow and expand our business.

4 Hernando Yepes Arcila Juan Guillermo Londoño Posada Hernando José Gómez Restrepo Independent member José Alberto Vélez Cadavid Chairman Antonio de Roux Rengifo Independent member Carlos Enrique Piedrahíta Arocha Board of Director Jorge Mario Velásquez Jaramillo The Company s Board of Directors is made up of a team of professionals amply recognized for their experience, integrity and outstanding personal and moral qualities. There are seven principal members, two of which have an independent status.

5 Senior Management Strategic orientation Mission Create greater shareholder value by investing in profitable companies that lead their respective markets as well as creating new companies, facilitating the interaction between these so as to drive the value, growth, efficiency and sustainability of their different businesses in a socially-responsible manner. Visión By 2017, triple the Company s shareholders equity as recorded for Also through our companies, their subsidiaries and all our employees, take part in development projects that contribute to the sustainability of all those regions where we are present. Values Commitment to knowledge Innovative and creative spirit Teamwork Long-term client relationships Social and labor inclusion Respect for the individual Respect for institutions Social awareness Principles Fairness: Understood as fair and balanced treatment governing the labor, commercial and/or civic relations with our employees, consultants, shareholders, clients, suppliers and the community at large. Equal treatment for all people, regardless of their social class, economic status, race and gender. Transparency: Relations with the Company are based, within the limits of the law and corporate reserve, on knowledge and information which governs our performance. Respect: This means that beyond complying with all applicable rules and regulations as well as the terms and conditions of all those agreements signed with our employees, consultants, shareholders, clients, suppliers and the community at large, we also bear in mind their own points of view, needs and opinions. It means recognizing other people and accepting them as they are. 9 Mario Gildardo López Vice-president of Auditing Fernando Ojalvo Prieto Administrative Vice-president and Company Secretary David Bojanini García Chief Executive Officer Andrés Bernal Correa Vice-president of Finance and Investment Responsibility: The unambiguous intention of complying with all our commitments, taking care of our Company assets as well as our shareholders, clients, suppliers and the community at large.

6 Letter to the shareholders Dear Shareholders: 10 After the uncertainty produced last year at the prospect of a recessive and complex macroeconomic environment, we are pleased to present you today with the Management Report for Grupo de Inversiones Suramericana S.A. which contains highly positive growth figures and significant factors in terms of the Company s ongoing innovation, sound financial position and social responsibility, with which we remain fully engaged. First of all, it is worthwhile highlighting how the Colombian economy performed, which although not immune to the effects of the worldwide crisis, did manage to withstand a large part of the difficulties that arose, and was even on a path to recovery before the year was over. In this regard, stable investment policies, low inflation and strong financial institutions were the three main determining factors. Furthermore, favorable liquidity conditions and interest rates energized the Colombian capital market. This was especially evident in the case of the Colombian equity market which grew by 53,5%, with the Colombian Stock Exchange now ranking in fourth position in all of Latin America. On the other hand, the GRUPOSURA share outperformed the Colombian stock index, to finish the year at COP per share, thereby reaffirming its soundness and high level of market liquidity. Consequently the GRUPOSURA share was the second highest-traded share during Q4 2009, accounting for 16,3% of the total volume traded on the Colombian Stock Exchange for this period. As for the Company s financial results, net profits secured a 63.4% yearon-year increase for a total of COP million, a clear indication of the positive performance Grupo de Inversiones Suramericana turned in for Operating revenues came to COP million, of which COP million were obtained through the equity method, that is to say from the positive performance on the part of the Company s controlling investments, which posted a year-on-year increase of 119,2%. Also worthy of mention was the income received in the form of dividends and interest from our non-consolidated investments, which increased by 21.5% to COP million. Earnings on sales of investments came to COP million; valuations based on market prices of our listed shares classified as negotiable investments came to COP million, while earnings on derivatives came to COP million. Operating expense totaled COP million, mainly due to having set up a provision for COP million on the investments held in ENKA and Confecciones Colombia. Personnel expense increased by 13.9% for a total of COP million. 11 With regard to non-operating expense, interest payments and financial expense declined by 10,8% to COP million, these corresponding to our issues of commercial paper and ordinary bonds as well as certain repos and loans from banks and other financial institutions. In November, we successfully placed an issue of ordinary bonds, which we shall be referring to in more detail later on.

7 Companie s equity Billion $14, Book Value billion $ ,0 % As far as our balance sheet figures are concerned, Company assets rose to COP 14,7 billion, posting a year-on-year increase of 68,9%. The main factor here was the 44,5% increase in our controlling and permanent investments which totaled COP 9,5 billion. Also the valuation account corresponding to our permanent investments went from COP 2,0 to COP 5,0 billion, for an increase of 148,3%. As for the asset accounts, negotiable investments recorded a growth of 101,7%, these consisting mainly of shares, fiduciary rights, CDs, repos and Colombian Treasuries (TES). Part of these funds came from the ordinary bonds issued, the purpose of which shall be to purchase strategic investments that currently form part of the liquidity portfolio pertaining to the companies belonging to our subsidiary Suramericana S.A... The financial health of Grupo de Inversiones Suramericana is also evidenced in our debt ratio which at the end of 2009 came to 2,4%, with total liabilities amounting to COP million, including the COP million obtained with our issue of ordinary bonds. Finally shareholders equity ended up at COP 14,3 billion, showing a growth of 71,0% and an intrinsic value of COP per share, this being the highest value reached in the history of the Company. Our Portfolio Before discussing in detail the performance of all those companies that make up our portfolio of investments, it is important to remember that, based on the role that Grupo de Inversiones Suramericana plays as a holding company, we have classified our investments in two major segments: the first, which we call Strategic Investments, cover all those companies in the finance, insurance, social security and complementary service sectors. The second is our Portfolio Investments, which mainly include the food-processing, cement, concrete and energy sectors. As we have mentioned on previous occasions, our Strategic Investments form our core business, and it is here where we play a far more proactive role in conducting follow-ups on our different companies and identifying new opportunities in order to create, grow and expand our business. It is precisely in this segment that we have our subsidiary Suramericana, our insurance and social security sub-holding, which produced outstanding results in 2009, with net profits totaling COP million, for a year-on-year growth of 71,3%. Total operating revenues from its subsidiaries came to COP 3,35 billion, with a growth of 10,3% in property and casualty insurance and a decrease of 4,7% in life insurance (as a result of the fact that certain high-loss rate policies held with State-owned entities were not renewed), as well as growths of 10,2% in mandatory healthcare and prepaid medicine, 7,3% in workers compensation, 10,3% for Suramericana Panama and 27,8% for its other subsidiaries. Suramericana s insurance companies outperformed the competition with a consolidated share of 20.5% of the local market. This Company continues to enhance its business model and has established important differentiating factors with regard to the rest of the market. One of these has been its comprehensive risk management focus, whereby it now plays more of an advisory role with its clients instead of merely selling products. Suramericana has therefore been gradually positioning itself as a provider of comprehensive solutions, through a comprehensive offer of insurance and social security products and services. With this Suramericana has continued to harness greater synergies between its different subsidiaries. In 2009, this comprehensive offer of comprehensive solutions was further enhanced by the Company s new brand architecture, in which it invested almost COP million. The result of this re-branding initiative was to create a single, more forceful corporate banner, thereby streamlining the image of the different subsidiaries, segments, products, plans, services and programs. It also allowed us to get closer to our clients and facilitated the harnessing of our inherent synergies. So, since June 2009, the corporate brand of this sub-holding, changed from Inversura to Suramericana and the new SURA trade name now covers all those service-providing sub-brands: Seguros SURA, ARP SURA, EPS SURA, Salud SURA and Autos SURA. In order to increase market depth and reach out to new segments of clients, another of the innovations we deployed in 2009 was the Televentas shopping channel, where we began to directly sell our bank insurance products, allowing us to increase the insured values for this line and obtain revenues for COP million. Suramericana also formed an alliance with the No. 1 retail chain in Colombia, Almacenes Exito, called Seguros Éxito, offering low-cost insurance to the mid- and low income brackets through 50 service points, located in 15 cities throughout the country, 24 of which opened in This sales strategy has also created 170 jobs. 13

8 Suramericana s subsidiaries, we would like to highlight the following: Seguros Generales Suramericana issued COP million in premiums, and continues to lead the market with a 16,3% share. Net profits came to COP million, showing a year-on-year growth of 646,8%. Here it is important to note the returns obtained on its portfolio of investments. The retained claims rate declined from 51,5% in 2008 to 50,7% in billion Over the last three years, Suramericana has invested almost COP million in strengthening its corporate customer service strategy, which is another of its main differentiating factors; this through a network of services provided by Autos Sura (vehicles) and Salud Sura (healthcare) in several cities in Colombia. In this way we are offering our clients more tangible insurance policy benefits, without them having to resort to filing claims. It was here where we invested COP million in a new Autos Sura center in Bogotá and COP million in new service centers in Pereira, Manizales, Armenia, Ibagué and Bucaramanga, all of this in With regard to Dinámica IPS, a subsidiary specialized in diagnostic aids and clinical laboratory tests, we inaugurated four new centers in Medellín and Bogotá and started up the most modern clinical laboratory of its kind in Medellin with an investment of almost COP million. Another major project that Suramericana S.A. carried out in 2009, was to deploy the new ERP SAP technology on its IT platform that has effectively placed the Organization on a par with world-class standards with regard to data-processing as well as the enhanced efficiency, timeliness and quality that this has entailed. Here we invested COP million in For Suramericana it was also very gratifying to have received a special mention from the Great Place to Work Institute, with three of our companies ranked amongst the top 25 best companies to work for in Colombia: Seguros SURA in 9th place, ARP SURA four places behind in 13th place and EPS SURA rounding up the trio in 21st position. In terms of the economic and financial performance of each of Total premiums sum of Suramericana s subsidiaries Ranking - Great Place to Work ARP SURA Seguros SURA EPS SURA Position Seguros de Vida Suramericana posted net profits totaling COP million, showing a growth of 35,4%. The proceeds of its investments increased by 58,5% for a total of COP million and issued premiums reached COP 1,11 billion, with a retained claims rate of 55,7%. This Company continues to consolidate its market leadership with a share of 29,5%. Seguros Suramericana Panama (formerly Interoceanica) was re-branded in August 2009 with the Seguros SURA brand making its first ever international debut. This Company secured a 10.3% increase in premiums for a total of COP million (USD39.5 million). Here we would like to underscore the efforts made to bring the Company more in line with our corporate philosophy, as well as its management processes and IT platforms with those of Suramericana in Colombia, this for a modern and more efficient operating performance. Aseguradora de Riesgos Profesionales, ARP SURA has the second largest share of the market with 25,7%, which is very close to its main rival. ARP SURA has a membership of workers from a total of companies. Here revenues increased by 7.3% to COP million, of which COP million was used to pay out claims, for a net profit of COP million, that is to say, 14,7% higher than the previous year. On the other hand, EPS SURA secured revenues of COP million, with a year-on-year increase of 10,2%. Thanks to important efforts in bringing down costs and expense, without affecting the high levels of services for which the Company is amply known, the Company obtained net profits of COP million, compared to a loss incurred in Proceeds from investments increased by 91,1% to COP million. EPS SURA s mandatory healthcare plan now has a membership of , which is 3,2% higher than last year. Dinámica IPS, posted a 19,9% increase in revenues for a total of COP million, with net profits coming to COP 252 million. Consultoría en Gestión de Riesgos IPS Suramericana S.A. increased its billings by 42% compared to 2008, for a total of COP million, and obtained a gross operating surplus of COP million. It is important to point out that this Company hired 160 new employees in 2009, for a year-on-year headcount increase of 40%. It also directly hired, by means of indefinite employment contracts, 235 general practitioners from Servicios de Salud IPS Suramericana, thereby reinforcing its professional body of healthcare staff. With this Suramericana continues to consolidate a more client-orientated service proposal as well as enhance the continuous improvement of its workforce. Servicios Generales Suramericana obtained operating revenues of COP million from financing premiums and loans for a year-on-year increase of 64,5%; while net profits came to COP million, thanks to a substantial 3.179,1% year-on-year increase in its earnings from sales of investments. 15

9 16 Finally, Administradora de Carteras Colectivas Suramericana reached a total of COP million in managed funds, showing an increase of 21,5% compared to With regard to our investments in the Colombian finance sector, the Bancolombia Group obtained consolidated net profits of COP 1.26 billion, which in spite of a year-on-year decline of 2.6%%, continues to be quite positive given the ebb in the economy during Net revenues from commissions and other services came to COP 8.46 billion. Bancolombia S.A. Bancolombia ended the year with COP 61.9 billion in consolidated assets, which was similar to that recorded at the end of On the other hand, the balance of their gross loan portfolio declined by 6.8% mainly due to a high level of early loan repayments on the part of the corporate segment, this as a result of an increase in the amount of bond issues being placed by Colombian corporates as well as the low demand for credit in general. In spite of this, Bancolombia s Balance Sheet at the end of 2009 was particularly strong: reserves for past-due loans accounted for 3.9% of its total loan portfolio and 149.4% of past due loans at the end of 2009, while its solvency ratio ended up at 13.2%, which is considerably higher than the one posted at the end of In 2009, the Bank s contribution to the country s overall economic recovery was particularly significant, having provided 22 thousand mortgage loans, extended the coverage benefits for the 8-year subsidized rate and reduced interest rates for its CPT line of housing loans Furthermore, the number of transactions carried out on a nationwide basis increased by 5,29%, showing the advances made in extending banking services to a greater proportion of the Colombian people. It is also important to mention Bancolombia s Green campaign, whereby it is encouraging a greater environmental awareness amongst its clients with the deployment of online bank statements. Also in 2009, the Bank launched its Financial Education program, through which approximately 62,000 students from all over Colombia are learning to handle their money in a much more responsible and efficient fashion. the recent Financial Reform legislation, the effects of which shall begin to be felt this year. On the other hand Stage 1 of the Da Vinci project was duly completed, the purpose of which is to substantially improve its core processes by implementing a new, more comprehensive technological solution. This stage addressed the system s functional specifications and now the second design and construction stage has been got underway. The entire Organization has played an active role in both stages, identifying opportunities for improvement so as to secure the project s proposed objective On the other hand, Enlace Operativo, our BPO (Business Process Outsourcing) firm, obtained revenues of COP million. Data processing operations for Social Security Payment Settlement Forms increased by 48,8% and outsourced information and support processes rose by 170,6%. This was mainly due to the greater installed capacity obtained with a new Operations Center which was inaugurated in July, 2009, just outside Medellin in Itagui. By the end of 2009, total headcount for Enlace Operativo, which is now amply recognized as a major BPO player in Colombia, came to 428, corresponding to Bogotá, Medellín, Cali and Barranquilla; 229 of these jobs were created in This year, the firm made important investments in infrastructure, new product design and development, stabilizing and improving existing products, consolidating organizational structure, its strategic plan from here to 2016 and setting up offices in the main cities of Colombia, this in order to reach out to new markets. All these initiatives represented an expense of COP million. Turning our attention to our non-core portfolio investments, we have Inversiones Argos with revenues of COP 4.5 billion for a year-on-year increase of 13.9%. EBITDA showed an increase of 114.4%. On the other hand, net profits for 2009 came to COP 906,520 million with an increase of 89$%. At the end of 2009, Enlace Operativo is well known as an important player in the BPO category within Colombia 17 On the other hand, Administradora de Fondos de Pensiones y Cesantías Protección also did well with revenues totaling COP million, showing a year-on-year increase of 30,4%. Here it is worthwhile underscoring a growth of 203,9% in revenues obtained through its long position, which came to COP million. Net profits came to COP million, showing a year-on-year increase of 45,5%, for a return on equity of 28,2%. Protección AFP 22,5% Shareholder composition Operational Liaison The value of its managed funds came to COP 24,0 billion, that is to say 37,1% more than the previous year, thereby increasing the firm s market share to 25,8%. The firm now has more than three million affiliates. Suramericana 22,5% Grupo de Inversiones Suramericana 55,0% Also during 2009, Protección AFP remained largely focused on implementing all those changes made to pension savings as a result of

10 Consolidated net income increased of Inversiones Argos: 894% Ventas consolidadas de Grupo Nacional de Chocolates Informe de Gestión Estados Financieros Individuales 18 One of the most significant accomplishments on the part of Argos in 2009, was the package of shares it purchased in Colinversiones, thereby bringing its stake in this company to 44%. Colinversiones pertains to the Colombian electricity-generating sector, which is a new strategic focus for Inversiones Argos. This sector is currently showing very interesting prospects in terms of future growth and profitability, both in Colombia and the rest of the region. Turning our attention to our non-core portfolio investments, we have Inversiones Argos with revenues of COP 4.5 billion for a year-on-year increase of 13.9%. EBITDA showed an increase of 114.4%. On the other hand, net profits for 2009 came to COP 906,520 million, showing an increase of 894% Another important event was the inauguration, in December of last year, of its new Columbus Plant in Cartagena, with a capacity of 1.8 million tons per year. Total investment came to USD 400 million representing the largest private investment project carried out in Colombia over recent years. In this way, Argos celebrated its 75th Anniversary as one of the most widely recognized Colombian companies in the world today. Finally, Grupo Nacional de Chocolates obtained consolidated sales of COP 4.59 billion of which 32,6% corresponds to sales abroad, showing a 22,2% increase in dollar terms. Consolidated EBITDA came to COP million, showing a decline of 3,3% along with a margin of 12% as a percentage of sales; this was mainly due to higher raw material costs which were not transferred to consumers. Consolidated net profits came to COP million showing a drop of 28,7%. As part of its strategy to gain greater international scale, Grupo Nacional de Chocolates purchased the Mexican Company Nutresa S.A. de C.V. in This company is dedicated to manufacturing and selling chocolate confectionery. With this, the GNCH has made important inroads on the Mexican market, complementing its portfolio of products within its strategic region as well as its production capacity with which to cater to the neighboring markets. On the financial side, in August 2009, Grupo Nacional de Chocolates placed The international sales of Grupo Nacional de Chocolates grew 22.2% compare with the same period last year, reaching USD 694 million, what represents more than 32% of the total sales of the company. a total of COP million in Triple A rated bonds in Colombia. The entire proceeds of this issue were used by its subsidiaries to substitute its liabilities. Another important accomplishment for the Group in 2009 was having registered with the Level 1 ADR program in the US. Each ADR, traded on the OTC market in the US, represents one ordinary share in Grupo Nacional de Chocolates. BNY Mellon was appointed as depository bank for this program. Our main projects billion that represent a14.4% growth comparing to 2008 During 2009, we were able to make great strides with the review and consolidation of the Grupo de Inversiones Suramericana s strategic plan. Extending our international scale remains high on our agenda, and for this purpose we have been rigorously analyzing different opportunities arising within the region. We have focused substantially on harnessing important synergies and identifying growth opportunities for our strategic portfolio of investments. Towards the middle of the year we launched our new corporate identity. As a result Suramericana de Inversiones S.A. changed its name to Grupo de Inversiones Suramericana S.A., thereby revamping its corporate image. extending this to our subsidiary, Suramericana (formerly Inversura) along with its insurance and social security companies. This change in our corporate identity was also extended to our listing on the Colombian Stock Exchange, and our shares are now traded under the ticker symbol GRUPOSURA, whereas our ADRs are now traded under the ticker symbol GIVSY. We would like to inform the international investor community that our ADRs remain available on the OTC market in the US. This year we hope to extend this initiative, which has given us greater international visibility. Besides our new brand architecture, which has successfully revamped our corporate communications, another important project which we carried out last year, not only for the Company but also for the Colombian stock exchange, was having successfully placed COP million in ordinary bonds, which were given a Triple A rating by Duff & Phelps de Colombia. The bid-to-cover ratio came to 5.3 times the total amount offered. This 19

11 20 public auction had a historic importance, given the terms for which these bonds were offered, that is to say 10, 20 and 40 years, the latter being the longest term ever offered for this type of security, making this an optimum alternative for institutional investors such as pension funds and insurance companies looking for excellent long-term investments backed by sound local issuers. In this way, Grupo de Inversiones Suramericana has ratified investor confidence in its securities, thanks to the Company s financial soundness and the substantial market interest in this type of product. This is yet another way in which the Company has reaffirmed its commitment with the country at large, contributing to developing new instruments to strengthen the Colombian capital market and hence the economy as a whole. The proceeds from this placement of ordinary bonds shall be used to acquire a greater number of shares in the companies that are already included in our portfolio of strategic investments. Thousand million year year year Issue of ordinary bonds successfully placed rated triple A by Fitch Ratings Colombia, for a bid-to-cover ratio of 5,3 the initial offer. As far as changes to the Company s portfolio structure are concerned, in December 2009, the Board of Directors authorized the divestiture of the stake held in Almacenes Éxito, upon exercising the put option held with Citigroup on the remaining shares held by Grupo de Inversiones Suramericana, which represent a 5,8% stake in the total shares outstanding of this well-known retail chain. This initiative forms part of our ongoing focus of reducing our investments in our non-core businesses in favor of our core finance, insurance, social security and complementary service sectors. It is worthwhile pointing out that the packet of shares held in Éxito represented just 2,5% of our total portfolio. Our non-strategic investments now come to just 0.7% of the total. Another important event was in October when the shareholder structure of Grupo de Inversiones Suramericana underwent a change after Colinversiones reduced its stake in the Company from 11,2% to 3,4%. These shares were purchased on the Colombian stock exchange by more than 600 shareholders, largely Pension Funds. At the end of the year, Grupo de Inversiones Suramericana had a total of shareholders, 88 of which are international funds, showing an increase of 79.6% compared to the 49 existing at the end of As part of our endeavors to secure maximum levels of operating efficiency as a holding company, we would like to mention the administrative expense of Grupo de Inversiones Suramericana and the subsidiaries with whom it shares a common cash management department, since 105% of this was covered thanks to is financial brokerage transactions as well as share and option negotiations. Furthermore, pursuant to our corporate and civic responsibility, we are happy to report that in October Grupo de Inversiones Suramericana joined a network of organizations in Colombia that have embraced the United Nations Global Compact Initiative. In this way we have reiterated our commitment to the10 universal guidelines therein contained, covering human rights, labor rights, environmental protection and conservation and the fight against corruption. Furthermore, in 2009 the Suramericana Foundation, dedicated to carrying out social development projects that enhance the quality of life for the underprivileged, invested more than COP million in 14 Departments throughout the country. This represented an increase of more than 14,5% compared to the previous year, and these funds were channeled through institutions focusing largely on income generation, education, health and culture. Since corporate reputation constitutes one of the most valuable assets any company can possess, the Grupo de Inversiones Suramericana is happy to report the latest findings of a survey conducted by the MERCO (Business Monitor of Corporate Reputation) institution. Here four companies belonging to the Group s portfolio were once again ranked amongst the top 15 companies with the best reputation in the country. 21 As for the most important events occurring after the close of last year, it is well worth mentioning the divestiture of our stake in Exito, which although began back in December, as previously stated, was actually completed on January 19, The proceeds of such, totaling COP 422,386 million were posted this year. Going forward Grupo de Inversiones Suramericana shall be continuing to gain greater international scale, seeking new business opportunities and striving

12 22 to provide a greater value for our shareholders through a more global vision aimed at identifying, encouraging and harnessing synergies as well as new opportunities for creating, growing and expanding our business.with regard to our Good Corporate Governance and Internal Controls, the Company continued in 2009 to consolidate and disseminate good practices, beginning with its institutional principles and ethical values amongst all its employees and subsidiaries. Here we would like to refer to our Corporate Governance Report, duly attached to this Management Report in which we have listed the various measures implemented, such as extending our Code of Ethics to include a new Ethics Committee and setting up an Ethics Helpline, so as to facilitate the exchange of information and prevent any breach of the principles that the Organization has duly enforced in this respect. The purpose of the Code of Good Corporate Governance is to ensure transparency and for the shareholders to clearly understand the Company in this respect. The Company s Board of Directors would like to expressly state that in 2009 they did not learn of any conflict of interest with regard to transactions or other issues that could have affected the Company in this regard. It is also important to mention that all transactions carried out with shareholders and Company Management have fully complied with all applicable legislation and were given the same treatment as any other third party would receive. The Company has designed adequate disclosure and control procedures in order to properly obtain financial information and disclose this to shareholders, investors and the stock market in general. The Company fully abided by all intellectual property and copyright legislation, and all purchases in this regard were conducted through authorized suppliers with proper legal standing. The Company only uses intellectual property that has been properly acquired, and in this way recognizes the moral property rights held by its authors and upholds the commercial property rights of its owners. It also dedicates its very best efforts to ensure that that such legislation is duly upheld on an internal level, this in order to encourage Four of the companies that are part of the portfolio, were between the 15 companies with higher reputation within Colombia. creativity, avoid plagiarism and drive the knowledge-based economy. Finally, we cannot fail to mention the immense pride we felt upon celebrating the 65th anniversary of Seguros Generales Suramericana on December 12, It was here with this Company when we founded our entire business culture back in 1944, and on which we have built up a business management and leadership model, which has allowed us to create many other companies throughout our history, thereby contributing to job creation in Colombia as well as its social and economic growth. Ever since it was first founded, Suramericana has understood the extent of its contribution for the good of Colombia, and this is amply evidenced in each of our acts, the products and services we deliver to the community, as well as the support we provide to art and culture which is an essential part of the quality of life enjoyed by any nation. For this purpose, and on the occasion of Suramericana s 65th anniversary, we again ratified our commitment with Colombian culture supporting the research and subsequent editing of the book titled Maestros del arte popular y artesanías de Colombia (Popular Colombian Artists and Craftsmen),under the leadership of Cecilia Duque Duque, from which we took the image contained on the cover of our Annual Report for This has also served as a contribution from our companies to Colombia s cultural heritage, as part of the country s Bicentennial Independence celebrations. To conclude, we would like to express our sincere gratitude to all those who helped us secure the results and achievements we are proudly presenting you with today. We would also like to make special mention of the immense effort and commitment shown by our excellent team of staff belonging to both the Organization as well as its subsidiaries. We also wish to extend our gratitude to our shareholders, stock brokerage firms, suppliers, oversight authorities, economic, social and academic institutions, the media and the community in general. 23

13 With these results we are renewing our message of confidence in Colombia and reconfirming our commitment to continuing to secure the sustainable growth of our Organization, its different businesses and the communities where we are present. 24 Many thanks to you all. José Alberto Vélez Cadavid Chairman of the Board of Directors Carlos Enrique Piedrahíta Arocha Juan Guillermo Londoño Posada Jorge Mario Velásquez Jaramillo Hernando Yepes Arcila Antonio de Roux Rengifo Hernando José Gómez Restrepo Members of the Board of Directors David Bojanini García Chief Executive Officer 25

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16 COP million Issue of ordinary bounds COP 1,3 billion Amount bid 5,3 times the amount offered This issue of ordinary bonds placed by Grupo de Inversiones Suramericana, with a maturity of 40 years, was unprecedented on the Colombian capital market. No issuer, either public or private, has ever placed bonds for a term of more than 30 years. Today, thanks to the pioneering spirit of GRUPOSURA, with an extraordinary placement of 40-year bonds, the Colombian Securities Market has been made aware of the fact that investors value the experience, performance, backing and prestige that this Company offers within the regional economic spectrum and when things are done properly, investors respond very favorably. We 30are sure that this new avenue that Grupo de Inversiones Suramericana is opening up, shall be an example and set a point of reference for all the other Colombian companies in the mid-term. Also, with this new placement the Colombian market is becoming one of the deepest and most dynamic markets within the region. Congratulations! Juan Pablo Córdoba Chairman BOLSA DE VALORES DE COLOMBIA Highlights A new issue of 40-year bonds A new milestone of growth for Colombia Since we made our debut on the Colombian capital market in 1945, we have always understood the essential role we play as a leading Colombian company to signal new avenues of growth and to drive the market, thereby setting the trend towards driving social and economic progress for overall growth. This commitment to innovation has led us to implement a series of initiatives all of which has represented advances for our Company, including having successfully placed COP million ordinary bonds in November The novelty here was doubtlessly the fact that these bonds were allotted with maturities of up to 40 years, this being the first time ever that such longer-dated securities have been offered. This positive result ratified investor confidence in the securities offered by GRUPOSURA, thanks to the Company s sound financial strength, but most especially it marked a milestone for the country to continue advancing with new instruments and investment alternatives, thereby deepening the market and contributing to the overall development of Colombia.. A new identity With the same financial soundness and commitment as always In June 2009, our Organization took an important step forward as part of its constant evolution, in keeping with its efforts to permanently respond to the requirements of our shareholders, clients, employees and the market at large. We changed our corporate identity so as to provide the public with so much more clarity with regard to the role we play as a holding company as well as to project a more consistent image along with our organizational values. We are therefore now known as Grupo de Inversiones Suramericana, while maintaining the same corporate principles and philosophy that have enabled us to position ourselves as one of the soundest and most prestigious market alternatives in Colombia. This change first came about as part of a new brand architecture, which was defined by our subsidiary Suramericana S.A. (formerly Inversura S.A.) a social security and insurance sub-holding as well as its service-providing brands now known as Seguros SURA, ARP SURA and EPS SURA. Hence, Suramericana s insurance and social security companies shall be projecting onto the market a brand new image aimed at providing comprehensive solutions for its clients, while driving important synergies existing between these in benefit of its clients. GRUPO DE INVERSIONES SURAMERICANA We go beyond investment with our sound financial position, transparency, growth and social commitment. New name: GRUPO DE INVERSIONES SURAMERICANA S.A. New ticker symbol on the Colombian Stock Exchange: GRUPOSURA New ticker symbol for our ADRs Level I: GIVSY. New image: we have renovated our brand to make it clearer and more modern and dynamic. Our new website: : 31

17 Social responsibility and corporate citizenship Areas of influence Internal performance Direct social involvement Taking part in public initiatives Grupo de Inversiones Suramericana has advanced in the deliberation and 32 implementation of an integral Social responsibility and corporate citizenship model, the purpose of which is to strengthen our contribution to the country s economic, social and environmental development. Results 2009 The deployment of good business management practices, ensuring that our relations with our different stakeholders, as well as the criteria that guide our decisions and initiatives, contribute to the sustainable development of both the Company and the country in general Existing jobs: New jobs: Amount paid out in salaries, wages, employment benefits and other remunerations: COP 1,68 billion. Amount invested in employee training programs: COP million. Amounts paid out in taxes: COP million. mounts paid out in the form of procurement and hirings: COP 1.44 billion. Consolidated figures for Grupo de Inversiones Suramericana and its subsidiaries forming part of its Strategic Investments: Suramericana, Grupo Bancolombia, Protección and Enlace Operativo. Grupo de Inversiones Suramericana and its subsidiary Suramericana take part in projects that help to improve the quality of life for the more vulnerable communities, by means of institutional contributions and the Organization s own group of volunteers, all of which is channeled through its Suramerciana Foundation. Institutional Contributions The Suramericana Foundation invested a total of COP million in 14 different Departments in Colombia. Work fronts: - Income generation - Education - Culture - Health - Institutional strengthening - Fortalecimiento institucional Volunteer corps employees took part in day-long volunteer initiatives hours of community work. 26 day long volunteer initiatives with regard to healthcare, painting school facilities, workshops for making educational material and treeplanting Christmas gifts for underprivileged children. Note: More detailed information can be found in our Suramericana Foundation Booklet that forms part of this report. Commitment with strengthening the country s institutions, providing our knowledge and vision so as to drive development. Some of the institutions to which we belong that take part in drawing up public policy: Businessmen for Education Foundation Private Council for Competitiveness National Association of Industrialists- ANDI Center for Social Thinking Excellence in Justice Corporation Transparency for Colombia University - Business State Committee Business Council for Latin America - CEAL Global Compact in Colombia We also took part in various social development initiatives through alliances between the private and public sectors with regard to matters of national interest. 33

18 Global Compact Our commitment to sustainable development As part of the initiatives we have been carrying out as part of our Social responsibility and corporate citizenship, Grupo de Inversiones Suramericana joined a group of Colombian organizations belonging to the United Nation s Global Compact thereby reiterating its commitment to the universal principles that form the guidelines for building up business, societies and a sustainable environment. Integral business performance model Internal Control System Strategic focus 34 About the Global Compact Initiative The Global Compact initiative is sponsored by the United Nations, the purpose of which is to further social dialogue in upholding corporate citizenship on a worldwide level. This allows companies to harness their own interests with the values and demands of humanity as a whole; this based on 10 universal principles governing areas such as human rights, labor standards, the environment and anti-corruption. Universal Principles of the Global Compact Initiative HUMAN RIGHTS: 1. Supporting and respecting the protection of universally proclaimed human rights, in the sphere of influence of each organization; and 2. Ensuring that their own organizations are not complicit in human rights abuses. LABOR STANDARDS: 3. Upholding the freedom of association and the effective recognition of the right to collective bargaining; 4. Supporting the elimination of all forms of forced and compulsory labor; 5. Supporting the effective abolition of child labor; and 6. Supporting the elimination of discrimination in respect of employment and occupation. HR management Integral business performance model Corporate responsibility Value Chain In 2009, Grupo de Inversiones Suramericana worked on consolidating an integral performance model, incorporating its strategic focus and objectives with the processes defined as part of its value chain along with the development of its HR skills, all this within the regulatory framework of its internal control system, social responsibility and corporate citizenship, this in order to drive economic, social and environmental sustainability. 35 THE ENVIRONMENT: 7. Maintaining a precautionary approach to environmental challenges; 8. Undertaking environmental initiatives that promote greater environmental responsibility; and 9. Encouraging the development and diffusion of environmentallyfriendly technologies. ANTI-CORRUPTION: 10. Working against corruption in all its forms, including extortion and bribery.

19 Investor relations The Company discloses its reporting information pursuant to its Code of Good Governance and even goes beyond that required by applicable legislation in order to promote transparency. We also offer different possibilities and tools facilitating access for our investors and resolve all their information needs. We give information: Clear On time Complete Useful Easy to access We took part in the Investor Relations Global Ranking survey, so as to be able to measure our performance against the highest world-class standards in this field. We also attend important events, both at home and abroad, attended by large-scale investors. All our information is reported both in Spanish as well as English. We provide an academic program so that the market may better understand our investments and acquire greater elements to help them interpret our performance. We schedule quarterly teleconferences at which we discuss our financial results in detail with different representatives from the market. Investor relations: means and tools Here complete up-to-date information can be found regarding our Company and its portfolio of investments. Visitors may also track GRUPOSURA s stock performance online, access personalized shareholder information and consult the scheduling for the more important events and activities that our Company stages throughout the year. Investor Help Line : This is a toll-free service provided from Monday to Friday between 7.30 a.m and 5.00 p.m. by means of which we clear up any general queries about our Company. Available. Investor Relations Office (57+4) : Here institutional investors and brokerage firms can channel their specific queries regarding the more significant items of information reported by the Company. Shareholders Office (574) : Here our shareholders can request dividend payments, share certificates etc, as well as obtain any specific information regarding their investments. E-newsletters: Subscription to our e-newsletters is available at our website for anybody who is interested in receiving periodic information regarding the results and progress made by our Organization throughout the year. Here complete up-to-date information can be found regarding our Company and its portfolio of investments, in both Spanish and English versions. Visitors may also track GRUPOSURA s share performance on-line. Investment Portfolio. 37 At the beginning of each year, we publish a calendar of events, so as to provide greater clarity to our stakeholders as to when we shall be issuing information of interest to the market.

20 Investment portfolio STRATEGIC INVESTMENTS PORTFOLIO INVESTMENTS COP 14.5 billion Here complete up-to-date information can be found regarding our Company and its portfolio of investments, in both Spanish and English versions. Visitors may also track GRUPOSURA s share performance on-line. Investment Portfolio. As a holding company, Grupo de Inversiones Suramericana S.A. holds a sound portfolio of investments divided up into two main segments: the first consists of its Strategic Investments covering the financial service, insurance, social security and complementary business service sectors, harnessing the synergies that exist between these. The second is Portfolio Investments, mainly comprising of the Group s investments in the food, cement, concrete and energy sectors. Breakdown of Portfolio Structure The Portfolio s business value Inversiones Argos 29,3% Others 3,4% Suramericana 6,8% Bancolombia 35,8% Property and Casualty Insurance Life Insurance Workers Compensation Mandatory and Pre-paid Healthcare Plans Mutual Funds % FINANCIAL SERVICES, INSURANCE, SOCIAL SECURITY AND COMPLEMENTARY BUSINESS SERVICES Retail banking Trust funds Leasing Renting Stock Brokerage Services Factoring Investment banking Financing International Banking Agency Foreign-based Subsidiaries OTHER PORTFOLIO INVESTMENTS Mandatory Pension Funds Voluntary Pension Funds Severance Funds Data- Processing Services Business Process Outsourcing Information Management Services CEMENT, CONCRETE AND ENERGY Strategic Business Cement Concrete Aggregate Energy Support Businesses Logistics Distribution FOOD 81,1% 29,2% 47,5% 77,5% 36,0% 37,6% Strategic Business Processed Meat Chocolate Cookies Coffee Ice Cream Pasta Support Businesses Distribution Alternate Channels Including the stakes held in: Grupo de Inversiones Suramericana S.A., Portafolio de Inversiones Suramericana S.A. Subject to Liquidation, Suramericana B.V.I. Corp., Inversiones y Construcciones Estratégicas S.A. and Suramericana S.A. & Subsidiaries. TIPIEL SA Proteccion AFP 1,1% GNCH 23,6%

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29 Investments Strategic investments 56 Sector Investment Shares outstanding Shares own Ownership % Finance Administradora de Carteras Colectivas % Suramericana Investments Portafolio de Inversiones Suramericana % Inversiones y Construcciones Estratégicas % Suramericana (B.V.I.) Corp % Suramericana ,1% Inversura (BVI) Corporation % Servicios Generales Suramericana % Insurance and Seguros Generales Suramericana % Social Security Seguros de Vida Suramericana % Seguros de Riesgos Profesionales Suramericana - ARP Sura % EPS y Medicina Prepagada Suramericana - EPS Sura % Diagnóstico & Asistencia Medica Dinámica IPS % Servcios de Salud I.P.S Suramericana % Consultoría en Gestión de Riesgos IPS Suramericana % Seguros Suramericana - Panamá ,2% Services Servicios de Vehículos Suramericana - Autos Sura % Enlace Operativo ,5% Finance Bancolombia ,1% Protección AFP ,5% Percentage of ownership Arithmetic sum of: Grupo de Inversiones Suramericana Percentage of ownership higher than 3% Exclude those companies under liquidation or restructuration processes Inversiones y Construcciones Estratégicas Suramericana (B.V.I.) Corp. Suramericana Seguros Generales Suramericana Seguros de Vida Suramericana Seguros de Riesgos Profesionales Suramericana EPS y Medicina Prepagada Suramericana Dinámica IPS Consultoría en Gestión de Riesgos IPS Suramericana Administradora de Carteras Colectivas Suramericana Inversura (BVI) Corporation Servicios Generales Suramericana Percentage of ownership higher than 3%. Exclude those companies under liquidation or restructuration processes. 57

30 Investments Portfolio Investments 58 Sector Investment Shares outstanding Shares own Ownership % Finance Fiduciaria Cafetera - Fiducafé ,8% Insurance and La Positiva (Profuturo) - Perú ,3% Social Security Transacciones Especiales - Perú ,1% ARS Palic Salud - República Dominicana ,0% Alianza Cía. - Bolivia ,0% Alianza Vida - Bolivia ,3% food Grupo Nacional de Chocolates ,6% Cement Inversiones Argos ,0% Retail Almacenes Éxito ,8% Real Estate Hábitat Adulto Mayor ,8% Constructora Monticelo ,5% Predios del Sur ,5% Compañía de Inversionistas Inmobiliarios - Cisa ,3% Inmobiliaria Selecta ,0% Caribbean Tourist Development ,0% Services Sodexo Colombia ,0% Sodexo Pass de Colombia ,0% Subocol ,0% Tipiel ,4% Brinks de Colombia ,0% Inverfas ,4% textile C.I. Confecciones Colombia ,6% Fabricato Tejicóndor ,3% Textiles El Espinal - Texpinal ,0% Enka ,6% Fatextol ,8% Other Promotora de Proyectos ,1% Zona Franca ,4% Holding Concorde (Vidrio Andino) ,5% Planeco ,3% Pizano ,0% Inversiones de Aseguradores Colombianos - Inverseguros ,7% Percentage of ownership Arithmetic sum of: Grupo de Inversiones Suramericana Percentage of ownership higher than 3% Exclude those companies under liquidation or restructuration processes Inversiones y Construcciones Estratégicas Suramericana (B.V.I.) Corp. Suramericana Seguros Generales Suramericana Seguros de Vida Suramericana Seguros de Riesgos Profesionales Suramericana EPS y Medicina Prepagada Suramericana Dinámica IPS Consultoría en Gestión de Riesgos IPS Suramericana Administradora de Carteras Colectivas Suramericana Inversura (BVI) Corporation Servicios Generales Suramericana Percentage of ownership higher than 3%. Exclude those companies under liquidation or restructuration processes. 59 Centro de Experimentación y Seguridad Vial Colombia - CESVI ,2% Petrocol ,9%

31 60 Annual Corporate Governance Report 2009 In 2009, Grupo de Inversiones Suramericana, continued to champion a conscientious business policy, governed by principles of fairness, respect, responsibility and transparency and a firm commitment to Colombia and its people. 61

32 62 Its Board of Directors was opportunely informed of the more significant events occurring within the Company and monitored the integrity of its financial reporting and the proper working order of its accounting, internal control, risk management and auditing systems. For its part, the Audit Committee maintained a check on the detection, analysis, quantification and treatment of all the different risks to which the Company is exposed. It also supervised all that carried out by the Company s governing bodies, including the statutory auditing and internal auditing functions, conducting follow-ups on these as well as the drawing up of work plans. By means of Resolution No issued November 12, 2009, the Colombian Superintendency of Finance authorized the registration and public tender offer of an issue of ordinary bonds totaling COP million. The Company duly complied with all the Corporate Government standards required for official authorization to be given. In December 2009 the Company s Code of Good Governance was duly amended in keeping with new guidelines issued by the Colombian Superintendency of Finance by means of External Circular No. 038 of Said Code has been made available on the Company s website: Authorized Capital COP Divided into ordinary shares Subscribed Capital COP Divided into ordinary shares Paid-In Capital COP The following are some of the more significant events that occurred in 2009, in which the Company s operations complied with all that laid out in its applicable Corporate Governance policies as well as from the legal and institutional standpoints.: On April 28, the Company completed the Country Code Survey of Best Corporate Practices, as required by the Colombian Superintendency of Finance from all Colombian issuers of securities, in accordance with External Circular No. 028 issued in The Company embraced the principles of fairness, respect, responsibility and transparence as corporate principles governing its activities and its employees. An Ethics Help Line was set up so that employees as well as third parties, unrelated to the Company or its Subsidiaries, could report any conduct that goes against its corporate ethics. Ethics Help Line in Medellin (57 4) Three meetings were held for the stock markets, both at home and abroad, attended by all those market analysts tracking our share performance.

33 COMPANY MANAGEMENT STRUCTURE 1. Board of Directors This consists of seven (7) principal members. Currently two (2) members have an independent status. 2. Members of the Board of Directors Informe de Gestión Estados Financieros Individuales Estados Financieros Consolidados 64 GRUPO DE INVERSIONES SURAMERICANA S.A. SHAREHOLDERS Shareholder No. Shares % Stake Cementos Argos S.A ,98% Fondo de Pensiones Obligatorias Porvenir ,27% Inversiones Argos S.A ,39% Valores Nacionales S.A.S ,18% Grupo Nacional de Chocolates S.A ,13% Fondo de Pensiones Obligatorias Protección ,95% Fondo de Pensiones Horizonte ,81% Ing Fondo de Pensiones ,37% Fondo de Pensiones Obligatorias - Colfondos ,32% Compañía Colombiana de Inversiones S.A ,20% Skandia Fondo de Pensiones Obligatorias ,41% Fundación Fraternidad Medellín ,07% Other shareholders with stakes of less than 1% ,92% PARENT COMPANY CONTROL Grupo de Inversiones Suramericana, holds the following control, in its capacity as Parent Company by virtue of the stakes held, either directly or indirectly, in the following companies: Directly Portafolio de Inversiones Suramericana S.A. (subject to liquidation) Suramericana S.A. Suramericana (B.V.I.) Corp. Enlace Operativo S.A. Inversiones y Construcciones Estratégicas S.A. Date of first appointment Date of last appointment José Alberto Vélez Cadavid March March Carlos Enrique Piedrahíta Arocha March March Juan Guillermo Londoño Posada March March Jorge Mario Velásquez Jaramillo March 30, 2006 March Hernando Yepes Arcila March 29, 2007 March Antonio de Roux Rengifo (*) March 25, 2004 March Hernando José Gómez Restrepo (*) March 27, 2008 March (*) Independent Members 3. Senior Management Chief Executive Officer Vice-president of Finance and Investment Vice-president of Auditing Administrative Vice-president and Company Secretary David Bojanini García Andrés Bernal Correa Mario Gildardo López Fernando Ojalvo Prieto 4. Board of Directors Fees Pursuant to Article 23 e) of the Company s by-laws, it is the duty of the Shareholders to determine the amount of fees to be paid to the members of the Board of Directors as well as the principal and alternate Statutory Auditors. In determining the fees to be paid to the Board of Directors, the Shareholders consider the structure of the Board, its obligations, the personal and professional calibers of the members as well as their experience and the time dedicated to their activities. In 2009, the Shareholders approved a monthly fee of COP for each member. 65 Indirectly Seguros Generales Suramericana S.A. Seguros de Vida Suramericana S.A. Administradora de Carteras Colectivas Suramericana S.A. EPS y Medicina Prepagada Suramericana S.A. Seguros de Riesgos Profesionales Suramericana S.A. Servicios de Vehículos Suramericana S.A. Servicios de Salud IPS Suramericana S.A. Servicios Generales Suramericana S.A. Consultoría en Gestión de Riesgos IPS Suramericana S.A. Seguros Suramericana S.A. - Panamá Inversura (BVI) Corporation Diagnóstico y Asistencia Médica S.A. IPS Dinámica.

34 5. Members of the Board of Directors who also sit on other boards or who are members of the Boards of Directors or Senior Management of other Companies holding important stakes in Grupo de Inversiones Suramericana. Name Position Company José Alberto Vélez Cadavid Board member Grupo Nacional de Chocolates S.A. José Alberto Vélez Cadavid Legal Representative Inversiones Argos S.A. José Alberto Vélez Cadavid Legal Representative Cementos Argos S.A. Carlos Enrique Piedrahíta Arocha Board member Inversiones Argos S.A. Carlos Enrique Piedrahíta Arocha Legal Representative Grupo Nacional de Chocolates S.A. Carlos Enrique Piedrahíta Arocha Legal Representative Valores Nacionales S.A. Jorge Mario Velásquez Jaramillo Legal Representative Cementos Argos S.A. Juan Guillermo Londoño Posada Legal Representative Compañía Colombiana de Inversiones S.A. Colinversiones Members of the Board of Directors are appointed by the Shareholders for periods of two (2) years. 9. Number of Board Meetings held during the year In 2009, the Board of Directors met on 12 different occasions. 10. Prior evaluation of the financial statements All annual and periodic financial statements, as well as those submitted annually for the approval of the Shareholders are previously evaluated by the Auditing Committee and the Board of Directors, who discuss and approve these before presenting these to the Shareholders, pursuant to Article 31 e) of the Company s by-laws Amendments made to the Company s by-laws during On May 15, 2009, Public Deed No. 722 drawn up April 27, 2009 before the Notary Public No. 14 of the Circuit of Medellín was filed before the Chamber of Commerce of Medellin, by means of which Suramericana de Inversiones S.A. Suramericana changed its corporate name to Grupo de Inversiones Suramericana S.A.. 7. Appointment, re-election and dismissal of the members of the Board of Directors. Members of the Board of Directors are appointed by the Shareholders for periods of two (2) years. They may be re-elected or dismissed at any time by the shareholders. At least (2) members of the Board must have an independent status, in accordance with applicable legislation. In deciding upon these appointments, the Company s by-laws do not establish a specific quorum, and therefore general rules and regulations are applied, that is to say, the Shareholders may decide upon such matters with a majority vote on the part of a plural number of persons representing at least the absolute majority of the Company s subscribed shares. Members appointed to the Board of Directors must offer a profile that is in keeping with the needs of the Company. All members must have analytical and managerial skills, a strategic business vision, objectivity, an ability to express his or her point of view as well as being able to evaluate high-level managerial tables. They must also have a knowledge of the industry as well as finance, risk and legal matters; they must also have experience abroad as well as with crisis management. 11. Reporting information to the securities markets All significant information regarding the Company is reported to the market by means of relevant information releases stipulated by the Colombian Superintendency of Finance, which are simultaneously published on the Grupo de Inversiones Suramericana s website www. gruposuramericana.com thereby guaranteeing that such information is opportunely provided to investors, the authorities and the market at large. Board Meetings were held in Decision -making on the part of the Board of Directors Generally-speaking, decisions are made by the Board of Directors based on a majority vote of those present, expect in the case of the Company guaranteeing or endorsing obligations on the part of Subsidiaries, in which case any decision must be made based on a unanimous vote.

35 13. Corporate Government Code - website link. The Company s Code of Good Governance has been made available on its website under the link Corporate Citizenship which contains useful information for any person wishing to purchase shares or invest in the Company, as well as for its current Shareholders. 12. Members of the Board of Directors Committees Committee for Board Matters and Investment Auditing and Finance Committee* Remuneration Committee This Code is also available in hardcopy format at the Company Secretary s Office located at the following address Carrera 64 B. No 49 A 30, Medellín, Colombia. 14. Investor relations. The Company has set up an Investor Relations Office located at the following address: Carrera 64 B 49 A 30 in Medellín; gruposura@gruposura.com.co; ir@gruposura.com.co, or via the tollfree nationwide Investor Relations Help Line Tel: We have also made available to our shareholders and investors, a calendar of corporate events on our website com, this in order to provide more detailed information to the securities market in general with regard to our reporting schedule with regard to both our financial results and Company performance in general. This schedule contains the more important dates with regard to: The Annual Meeting of the General Assembly of Shareholders Dividend Payment Periods Dates when the Company s results are due to be published with the Colombian Superintendency of Finance Meetings or presentations where the quarterly results are due to be disclosed to the market at large 69 José Alberto Vélez Cadavid Chairman Carlos Enrique Piedrahíta Arocha Board member David Bojanini García Chief Executive Officer Hernando Yepes Arcila Board member Antonio de Roux Rengifo Board member Hernando José Gómez Board member José Alberto Vélez Cadavid Chairman Carlos Enrique Piedrahíta Arocha Board member Hernando Yepes Arcila Board member * Officers from the Finance, Auditing and Statutory Auditing areas are also invited to these Committee meetingsl.