SURA ASSET MANAGEMENT S.A. ANNOUNCES DEBT TENDER OFFER

SURA Asset Management S.A. announces a Tender Offer to purchase up to U.S.$175,000,000 in aggregate principal amount of its 4.375% Senior Guaranteed Notes due 2027

MEDELLIN, Colombia, March 31, 2025 /PRNewswire/ -- SURA Asset Management S.A. (the "Company") announced today that it has commenced a tender offer to purchase for cash (the "Tender Offer") up to U.S.$175 million in aggregate principal amount of its 4.375% Senior Guaranteed Notes due 2027 (the "Notes") (such amount, as may be increased or modified by the Company in its sole discretion, the "Maximum Amount"). The Tender Offer is being made pursuant to the terms of an Offer to Purchase dated March 31, 2025 (as may be amended or supplemented from time to time, the "Offer to Purchase"), and is subject to certain conditions described therein.

Summary Timetable and Terms for the Tender Offer

• Maximum Acceptance Amount: U.S.$175 million
  
  
• Commencement of the Tender Offer: March 31, 2025
  
  
• Early Tender Time: 5:00 p.m. NYT on April 11, 2025
  
  
• Withdrawal Deadline: 5:00 p.m. NYT on April 11, 2025
  
  
• Early Settlement Date (at Company's Option): to be determined at the Company's option and is currently expected to be on April 16, 2025
  
  
• Expiration Time: 5:00 p.m. NYT on April 28, 2025
  
  
• Final Settlement Date: within four business days following the Expiration Time or as promptly as practicable thereafter.

Details of the Tender Offer

The table below summarizes certain payment terms for the Notes.

The Tender Offer is being made concurrently with an offering by the Company (the "New Notes Offering") of new senior guaranteed notes (the "New Notes"). When considering any potential allocation of New Notes in the New Notes Offering, the Company intends, but is not obligated, to give some degree of preference to those investors who, prior to such allocation, have validly tendered, or have indicated to the Company or the Dealer Managers their firm intention to tender, Notes in the Tender Offer.

The Tender Offer expires at 5:00 p.m., New York City time, on April 28, 2025, unless extended or earlier terminated by the Company in its sole discretion (such time and date, as the same may be extended, the "Expiration Time"). In order for holders of Notes to be eligible to receive the Total Consideration (as defined below) for their Notes, such holders must validly tender (and not validly withdraw) such Notes at or prior to 5:00 p.m., New York City time, on April 11, 2025, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Early Tender Time"). Holders that tender Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the Tender Offer Consideration (as defined below), which does not include the Early Tender Payment (as defined below).

The consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer (the "Total Consideration") will be U.S.$1,000.00. The Total Consideration includes an early tender payment (the "Early Tender Payment") of U.S.$30.00 per U.S.$1,000 principal amount of Notes (which is payable in respect of Notes tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase). Holders who tender (and do not validly withdraw) their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive consideration (the "Tender Offer Consideration"), equal to (i) the Total Consideration minus (ii) the Early Tender Payment, on the Final Settlement Date (as defined below). The Total Consideration and the Tender Offer Consideration will be payable in cash in U.S. dollars. In addition, Holders whose Notes are accepted for purchase will also receive an amount equal to accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the applicable Settlement Date (as defined below) for the Notes accepted for purchase (the "Accrued Interest"). The Company will only accept for purchase Notes up to the Maximum Amount.

The Company's obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain customary conditions, as further described in the Offer to Purchase.

The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. However, the Tender Offer is subject to, and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase in respect of the Tender Offer, including the Financing Condition, as described therein.

Assuming the Company accepts Notes tendered pursuant to the Tender Offer and subject to the Maximum Amount and proration, the Company intends to accept for purchase on the Early Settlement Date (the "Early Settlement Date") all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time. Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted Notes will be made on the settlement date (at the Company's option), which is expected to be within three business days after the Early Tender Time, or as promptly as practicable thereafter (the "Early Settlement Date"). The occurrence of the Early Settlement Date with respect to the Tender Offer will be determined at the Company's option, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company. Regardless of whether the Company chooses to exercise its option to have an Early Settlement Date with respect to the Tender Offer, the Company will purchase any remaining Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Time and that the Company chooses to accept for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company, within four business days following the Expiration Time or as promptly as practicable thereafter (the settlement date of such purchase being referred to as the "Final Settlement Date"), subject to the Maximum Amount and proration.

If the purchase of all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time would cause the Company to accept for purchase an aggregate principal amount of Notes in excess of the Maximum Amount, then the Tender Offer will be oversubscribed at the Early Tender Time and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Company will purchase Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that the Company purchases an aggregate principal amount of Notes that does not exceed the Maximum Amount. Accordingly, if the Maximum Amount is reached in respect of tenders of Notes made at or prior to the Early Tender Time, no Notes tendered after the Early Tender Time will be accepted for purchase.

If all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time would not cause the Company to accept for purchase an aggregate principal amount of Notes equal to or in excess of the Maximum Amount, assuming satisfaction or waiver of the conditions of the Tender Offer, the Company will purchase on the Final Settlement Date, Notes validly tendered (and not validly withdrawn) after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase, subject to the Maximum Amount and proration. If the purchase of such Notes would cause the Company to accept for purchase an aggregate principal amount of Notes in excess of the Maximum Amount, then the Tender Offer will be oversubscribed at the Expiration Time and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Company will purchase on the Final Settlement Date, Notes validly tendered (and not validly withdrawn) after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that the Company purchases the maximum aggregate principal amount of Notes that does not exceed the Maximum Amount; provided that Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time will have priority in acceptance over Notes validly tendered after the Early Tender Time. Accordingly, if the Maximum Amount is reached in respect of tenders of Notes made at or prior to the Early Tender Time, no Notes tendered after the Early Tender Time will be accepted for purchase

Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer prior to 5:00 p.m., New York City time, on April 11, 2025, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter. The Early Tender Time or Expiration Time can be extended independently of the Withdrawal Deadline.

In addition, to the extent legally permitted to do so, the Company expressly reserves the absolute right, in its sole discretion, at any time (i) to waive any condition to the Tender Offer, (ii) to amend any of the terms of the Tender Offer, (iii) to terminate the Tender Offer; (iv) to increase or decrease the Maximum Amount, (v) to extend the Withdrawal Deadline, (vi) to extend or amend the Early Tender Time or the Expiration Time, or (vii) to modify the Tender Offer Consideration or the Early Tender Payment, in each case (other than clause (v)) without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of holders subject to applicable law.

BBVA Securities Inc. and J.P. Morgan Securities LLC are acting as the dealer managers for the Tender Offer and can be contacted with questions regarding the Tender Offer at the following telephone numbers and email addresses:

Copies of the Offer to Purchase are available to holders of Notes from Global Bondholder Services Corporation (GBSC), the information agent and the tender agent for the Tender Offer. Requests for copies of the Offer to Purchase should be directed to Global Bondholder Services Corporation (GBSC) via the website for the Tender Offer at https://www.gbsc-usa.com/SURA, at 65 Broadway, Suite 404, New York, NY 10006, Attn: Corporate Action, via email at contact@gbsc-usa.com, or by calling collect: +1 (212) 430-3774 (banks and brokers) or toll free: +1 (855) 654-2015 (all others).

The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its affiliates. The Tender Offer is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities laws of such jurisdiction. No recommendation is made by the Bank of New York Mellon as trustee, the Company, the dealer managers or the information agent and the tender agent as to whether holders should tender their Notes with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer.

Holders that tender their Notes should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Tender Offer. Accordingly, holders of Notes wishing to participate in the Tender Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Tender Offer.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. the Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

About the Company

We are a leading asset management firm specializing in retirement savings solutions, and investment solutions for individuals, corporates and financial institutions primarily in Latin America. We manage a diversified portfolio of products, including mandatory and voluntary retirement savings and annuities, advisory for wealth management, corporate benefit solutions and investment management strategies for insurance companies and financial institutions.

IR Contact

Ana Isabel Tamayo
Director
ana.tamayo@sura-am.com
Carrera 43 a# 3 - 101, 8th Floor (Medellín, Colombia)

Sandra Jaramillo
Manager, Finance & Treasury
sandra.jaramillo@sura-am.com
Carrera 43 a# 3 - 101, 8th Floor (Medellín, Colombia)

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SOURCE SURA Asset Management S.A.