Grupo Argos Shareholders' Meeting approved the spin-off through which its shareholders will receive more than COP 10.8 trillion in Grupo Sura shares

• Grupo Argos shareholders will retain their current shares, which will represent a 20% increase in the company’s capital. Additionally, they will receive 0.23 shares of Grupo Sura for each share they hold at the time the spin-offs included in the transaction are finalized.
• Once the milestones related to corporate governance and regulatory approvals are met, the transaction—aimed at simplification and specialization—could be completed in the second half of 2025.
• This transaction will allow Grupo Argos to focus 100% on its core businesses of construction materials and infrastructure.

On Thursday, March 27, the Shareholders’ Meeting of Grupo Argos approved the Partial Spin-Off by Absorption Project of Grupo Argos S.A., Grupo Sura S.A., and Cementos Argos S.A., along with its annexes. Through this transaction, each shareholder of Grupo Argos will increase their stake in the company by 20% and will receive 0.23 shares of Grupo Sura.

The transaction involves the distribution of more than COP 10.8 trillion in Grupo Sura shares among Grupo Argos shareholders. This operation aligns with the company’s strategic objective of focusing on its core businesses of construction materials and infrastructure. It ensures equal treatment for all shareholders, no transfer of value between shareholders or the companies involved, and efficiency in financial, legal, accounting, and execution timelines.

“This transformational operation recognizes the value that has been created over decades through cross-shareholdings, while also responding to the global realities of capital markets, where investors prefer to make their own diversification decisions. The business philosophy built over the last 50 years does not end with this decision—on the contrary, with the vote of confidence from our shareholders, a new virtuous chapter begins in Grupo Argos’ development. The company will continue to grow, create value for its shareholders, and generate qualified jobs, social and environmental investment, all in pursuit of building a better society.”

Jorge Mario Velásquez
President of Grupo Argos

Once the transaction is executed, Grupo Argos’ financial strength will remain solid, with standalone assets continuing to be approximately four times greater than its liabilities. As a testament to this, both S&P and Fitch reaffirmed the company’s AAA credit rating for its issuances and as an issuer.

The Shareholders’ Meeting approved a dividend of COP 688 per share, reflecting an 8.2% increase, in line with the company’s 2024 financial results. In that year, Grupo Argos reported consolidated revenues of COP 15.2 trillion (0% growth), an EBITDA of COP 5.1 trillion (+28%), a net income of COP 7.6 trillion (+424%), and net income attributable to the parent company of COP 4.5 trillion (+396%). Additionally, the company’s investment portfolio appreciated by COP 4.3 trillion compared to 2023.

Similarly, Grupo Argos’ affiliated companies posted strong financial results in 2024. Cementos Argos closed the year with revenues of COP 5.3 trillion, EBITDA of COP 1.1 trillion (+2%), and consolidated net income of COP 5.5 trillion (+1,625%). Celsia reported consolidated revenues of COP 6.8 trillion (+9%) and demonstrated resilience in overcoming the challenges of the El Niño phenomenon, with an EBITDA of COP 1.5 trillion and net income attributable to the parent company of COP 222 billion (+15%). Finally, Odinsa ended 2024 with consolidated revenues of COP 201 billion (+6%), an EBITDA of COP 113 billion (+24% pro forma), and net income attributable to the parent company of COP 89.8 billion (+61% pro forma).

This transaction marks a key milestone that will foster the creation of a virtuous cycle benefiting the companies, their shareholders, and the country’s capital markets. On one hand, Grupo Argos shareholders will not only receive Grupo Sura shares but will also see a 20% increase in their economic rights within the company. For the organization itself, this transformation will enable a sharper focus and greater specialization in the infrastructure and construction materials sectors, placing it in a stronger position to attract new investors and additional capital—thereby enhancing its ability to implement its strategy over the short, medium, and long term.

Finally, for the Colombian capital market, this move is expected to improve free float and liquidity conditions, increase its attractiveness to institutional investors, and align the company’s corporate structure more closely with international standards. A larger free float also enhances eligibility for global stock indices and passive funds by helping meet key criteria such as liquidity and market capitalization.