Obbligazione Grupo Suramericano de Inversiones 5.5% ( USG42036AB25 ) in USD

Grupo Suramericano de Inversiones

99.98 USD ▼

Colombia

USG42036AB25 ( in USD )

5.5% per anno ( pagato 2 volte l'anno)

28/04/2026

Prospetto opuscolo dell'obbligazione Grupo de Inversiones Suramericana USG42036AB25 en USD 5.5%, scadenza 28/04/2026

200 000 USD

550 000 000 USD

G42036AB2

BB ( Non-investment grade speculative )

N/A

29/04/2026 ( In 81 giorni )

Grupo de Inversiones Suramericana è una società colombiana di investimento con attività diversificate nei settori finanziario, assicurativo e di gestione patrimoniale.

The Obbligazione issued by Grupo Suramericano de Inversiones ( Colombia ) , in USD, with the ISIN code USG42036AB25, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/04/2026
The Obbligazione issued by Grupo Suramericano de Inversiones ( Colombia ) , in USD, with the ISIN code USG42036AB25, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

LISTING PARTICULARS
U.S.$ 550,000,000

Gruposura Finance
(Incorporated as an exempted company with limited liability in the Cayman Islands)
Unconditionally Guaranteed by
Grupo de Inversiones Suramericana S.A.
(Incorporated in the Republic of Colombia)

5.500% Notes due 2026

Gruposura Finance (the "Issuer") issued U.S.$ 550,000,000 aggregate principal amount of its 5.500% notes due 2026 (the "notes"). The
notes will mature on April 29, 2026. The notes accrue interest at a rate of 5.500% per year, payable semi-annually in arrears on April 29 and
October 29 of each year, commencing on October 29, 2016. The notes are unconditionally guaranteed by Grupo de Inversiones
Suramericana S.A. ("Grupo SURA").
At any time prior to January 29, 2026, the Issuer may redeem the notes, in whole but not in part, by paying the greater of 100% of the
outstanding principal amount and a "make-whole" amount, in each case plus accrued and unpaid interest. At any time on or after January 29,
2026, the Issuer may redeem the Notes, in whole but not in part, at a price equal to 100% of the outstanding principal amount, plus accrued
and unpaid interest. In addition, the Issuer may redeem the notes, in whole but not in part, at a price equal to 100% of the outstanding
principal amount, plus accrued and unpaid interest and any additional amounts, at any time upon the occurrence of specified changes in
relevant tax law. See "Description of the Notes--Optional Redemption."
If a change of control occurs, Grupo SURA, on behalf of the Issuer, will be required to offer to purchase the notes at a price equal to
101% of the principal amount thereof, plus accrued and unpaid interest. See "Description of the Notes--Change of Control Offer."
The notes are senior unsecured obligations of the Issuer and rank equal in right of payment with all of its future senior unsecured and
unsubordinated indebtedness. The guarantees are senior unsecured obligations of Grupo SURA and rank equal in right of payment with all
of its other existing and future senior unsecured and unsubordinated indebtedness.
Application has been made to the Luxembourg Stock Exchange for admission of the notes to the Official List of the Luxembourg Stock
Exchange and trading on the Euro MTF Market of the Luxembourg Stock Exchange. These listing particulars constitute a prospectus for the
purposes of Luxembourg law on prospectuses for securities, dated July 10, 2005, as amended. These listing particulars may be used only for
the purposes for which it has been published.
Investing in the notes involves risks that are described in the ``Risk Factors'' section
beginning on page 22 of these listing particulars.

Price per note: 98.866% plus accrued interest, if any, from April 29, 2016

The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), any U.S.
state securities laws or the securities laws of any other jurisdiction. The notes may not be offered or sold except (a) to qualified institutional
buyers within the meaning of Rule 144A under the Securities Act ("Rule 144A"), in reliance on the exemption from the registration
requirements of the Securities Act provided by Rule 144A, and (b) outside the United States only to non-U.S. persons in compliance with
Regulation S under the Securities Act ("Regulation S"). For further details about eligible offerees and resale restrictions, see "Transfer
Restrictions."
The notes may not be publicly offered or sold in Colombia without the prior authorization of the Superintendencia Financiera de
Colombia ("Colombian Superintendency of Finance," or "SFC") and registration with the Registro Nacional de Valores y Emisores
("Colombian National Registry of Securities and Issuers"). Neither the authorization of the SFC nor the registration with the Colombian
National Registry of Securities and Issuers has been obtained as of the date of these listing particulars.
The notes were delivered in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the accounts of
its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream
Banking, société anonyme ("Clearstream"), on or about April 29, 2016.

Joint Book-Running Managers and Joint Lead Managers
BofA Merrill Lynch
J.P. Morgan

The date of these listing particulars is May 20, 2016.

TABLE OF CONTENTS
Page
Market and Industry Information .................................................................................................................................. vi
Available Information .................................................................................................................................................. vii
Incorporation by Reference ......................................................................................................................................... vii
Service of Process and Enforcement of Civil Liabilities ............................................................................................viii
Forward-Looking Statements ........................................................................................................................................ x
Presentation of Financial and Other Information ........................................................................................................xiii
Summary........................................................................................................................................................................ 1
The Offering ................................................................................................................................................................ 16
Summary Grupo SURA Financial and Other Information .......................................................................................... 19
Risk Factors ................................................................................................................................................................. 22
Use of Proceeds ........................................................................................................................................................... 45
Exchange Rates and Controls ...................................................................................................................................... 46
Capitalization ............................................................................................................................................................... 47
Selected Financial and Other Information ................................................................................................................... 48
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 51
Business ....................................................................................................................................................................... 76
Regulation .................................................................................................................................................................. 118
Directors and Senior Management ............................................................................................................................ 147
Share Ownership ....................................................................................................................................................... 151
Related-Party Transactions ........................................................................................................................................ 152
Description of the Notes ............................................................................................................................................ 153
Taxation ..................................................................................................................................................................... 175
Plan of Distribution ................................................................................................................................................... 179
Transfer Restrictions .................................................................................................................................................. 185
Legal Matters ............................................................................................................................................................. 187
Independent Auditors ................................................................................................................................................ 187
Listing and General Information ............................................................................................................................... 188
Index to Financial Statements .................................................................................................................................... F-1

Unless otherwise indicated or the context otherwise requires, all references in these listing particulars to:

"we," "us," "Grupo SURA," "the Company" and "our" and "ours" and similar expressions are to Grupo de
Inversiones Suramericana S.A., the guarantor of the notes offered hereby; references to the "Issuer" are
only to Gruposura Finance, the issuer of the notes offered hereby and a wholly owned subsidiary of Grupo
SURA; references to the "Group" are to Grupo SURA, its wholly owned subsidiaries, SURA AM,
Suramericana, Bancolombia, Grupo Nutresa, Grupo Argos, and their respective subsidiaries; and references
to the "Group's principal companies" are to SURA AM, Suramericana, Bancolombia, Grupo Nutresa and
Grupo Argos, and their respective subsidiaries. The term "Group" is used in these listing particulars solely
as defined above and differs from the term as used under Colombian law;

"guarantor" refers to Grupo de Inversiones Suramericana S.A.;

"AFAP SURA" refers to AFAP SURA S.A., SURA AM's pension fund manager in Uruguay;

"AFAPs" refers to pension fund administrators in Uruguay;

"Afore SURA" refers to Afore SURA, S.A. de C.V., SURA AM's pension fund manager in Mexico;

"Afores" refers to pension fund administrators in Mexico;

i

"AFP Capital" refers to AFP Capital S.A., SURA AM's pension fund manager in Chile;

"AFP Confia" refers to Administradora de Fondos de Pensiones Confía, S.A., a pension fund manager in El
Salvador;

"AFP Crecer" refers to AFP Crecer, S.A., a pension fund manager in El Salvador wholly owned by AFP
Protección;

"AFP Integra" refers to AFP Integra S.A., SURA AM's pension fund manager in Peru;

"AFP Protección" refers to Administradora de Fondo de Pensiones y Cesantías Protección S.A., a pension
fund manager in Colombia, a strategic investment of SURA AM;

"AFPs" refers to pension fund administrators in Chile, Peru, Colombia and El Salvador;

"ARL SURA" refers to Seguros de Riesgos Laborales Suramericana S.A., Suramericana's provider of
workers' compensation products in Colombia;

"Autos SURA" refers to vehicle insurance products provided by Suramericana's insurance subsidiaries;

"Bancolombia" refers to Bancolombia S.A., a bank incorporated in Colombia, a strategic investment of
Grupo SURA;

"Celsia" refers to Celsia S.A., an electric generation company, a subsidiary of Grupo Argos;

"Cementos Argos" refers to Cementos Argos, S.A., a cement producer incorporated in Colombia, a
subsidiary of Grupo Argos;

"Corredores SURA" refers to Corredores de Bolsa SURA, S.A., SURA AM's stock brokerage firm in
Chile;

"EPS SURA" refers to EPS y Medicina Prepagada Suramericana S.A., Suramericana's healthcare insurance
company;

"EPSA" refers to Empresa de Energía del Pacífico S.A. E.S.P., a subsidiary of Celsia;

"Grupo Argos" refers to Grupo Argos S.A., a company incorporated in Colombia with ownership interests
in the cement, ready mix and energy sector, a strategic investment of Grupo SURA;

"Grupo Nutresa" refers to Grupo Nutresa S.A., a processed foods company incorporated in Colombia, a
strategic investment of Grupo SURA;

"Grupo Odinsa" refers to Grupo Odinsa S.A., a Latin American infrastructure development and planning
company, a subsidiary of Grupo Argos;

"IPS SURA" or "Salud SURA" refers to IPS SURA S.A., Diagnóstico y Asistencia Médica S.A., Dinámica
IPS Zonas Francas S.A.A., Suramericana's providers of medical, paramedical, dental and other wellness
services;

"ING" refers to ING Groep NV, a company incorporated under the laws of the Netherlands;

"Seguros SURA Peru" refers to Seguros SURA S.A., SURA AM's life insurance and annuities provider in
Peru;

"SURA AM" refers to Sura Asset Management S.A., also known commercially as SUAM, a pension fund
manager incorporated in Colombia and a subsidiary of Grupo SURA, offering a diverse range of pension,
financial and insurance products through its subsidiaries;
ii

"Suramericana" refers to Suramericana S.A., an insurance company incorporated in Colombia, a subsidiary
of Grupo SURA;

"Chile" refers to the Republic of Chile;

"Colombia" refers to the Republic of Colombia;

"El Salvador" refers to the Republic of El Salvador;

"Mexico" refers to the United Mexican States;

"Panama" refers to the Republic of Panama;

"Peru" refers to the Republic of Peru;

the "United States" or the "U.S." refers to the United States of America; and

"Uruguay" refers to the Oriental Republic of Uruguay.
In making your investment decision, you should rely only on the information contained in these listing
particulars. We have not, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC,
as initial purchasers, have not, authorized any other person to provide you with different information. If any person
provides you with different or inconsistent information, you should not rely on it.
You should assume that the information appearing in these listing particulars is accurate as of the date on
the front cover of these listing particulars only. Our business, properties, financial condition, results of operations
and prospects may have changed since that date. Neither the delivery of these listing particulars nor any sale of
notes made hereunder shall under any circumstances imply that the information herein is correct as of any date
subsequent to the date on the cover of these listing particulars.
The Issuer and we have prepared these listing particulars for use solely in connection with the proposed
offering of the notes described in these listing particulars.
The initial purchasers make no representation or warranty expressed or implied, as to the accuracy or
completeness of the information contained in these listing particulars. Nothing contained in these listing particulars
is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future.
These listing particulars are intended solely for the purpose of soliciting indications of interest in the notes
from qualified investors and does not purport to summarize all of the terms, conditions, covenants and other
provisions relating to the terms of the notes contained in the indenture being entered into in connection with the
issuance of the notes as described herein (the "indenture") and other transaction documents described herein. These
listing particulars summarize certain documents and other information, and the Issuer and we refer you to those
sources for a more complete understanding of what we discuss in these listing particulars. The market information
in these listing particulars has been obtained by the Issuer and us from publicly-available sources deemed by the
Issuer and us to be reliable. The Issuer and we accept responsibility for correctly extracting and reproducing such
information. Notwithstanding any investigation that the initial purchasers may have conducted with respect to the
information contained in these listing particulars, the initial purchasers accept no liability in relation to the
information contained in these listing particulars or its distribution or with regard to any other information supplied
by us or on our behalf.
Neither the Issuer, we nor the initial purchasers are making an offer to sell, or a solicitation of an offer to
buy, the notes in any jurisdiction except where such an offer or sale is permitted. You must comply with all
applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the notes or possess
or distribute these listing particulars and you must obtain any consent, approval or permission required by you for
the purchase, offer or sale of the notes under the laws and regulations applicable to you in force in any jurisdiction to
which you are subject or in which you make such purchases, offers or sales. See "Transfer Restrictions" for
iii

information concerning some of the transfer restrictions applicable to the notes. Neither the Issuer, we nor the initial
purchasers are responsible for your compliance with those legal requirements.
By accepting these listing particulars you acknowledge that:

you have been afforded an opportunity to request from the Issuer and us, and to review, all additional
information considered by you to be necessary to verify the accuracy of, or to supplement, the information
contained in these listing particulars;

you have not relied on the initial purchasers or their agents or any person affiliated with the initial
purchasers or their agents in connection with your investigation of the accuracy of such information or your
investment decision; and

no person has been authorized to give any information or to make any representation concerning the Issuer,
us or the notes other than those as set forth in these listing particulars. If given or made, any such other
information or representation should not be relied upon as having been authorized by the Issuer, us, the
initial purchasers or their agents.
The Issuer is relying upon an exemption from registration under the Securities Act for an offer and sale of
securities, which do not involve a public offering. By purchasing the notes, you will be deemed to have made
certain acknowledgments, representations and agreements as set forth under "Transfer Restrictions" in these listing
particulars. The notes are subject to restrictions on transfer and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws. As a prospective purchaser, you should be
aware that you may be required to bear the financial risks of this investment for an indefinite period of time. See
"Plan of Distribution" and "Transfer Restrictions."
In making an investment decision, prospective investors must rely on their own examination of the Issuer,
our company and the terms of the offering, including the merits and risks involved. None of the Issuer, us or any of
our representatives is making any representation to you regarding the legality of an investment by you under
applicable legal investment or similar laws. Neither the Issuer nor we are providing you with any legal, business,
tax or other advice in these listing particulars, and prospective investors should not construe anything in these listing
particulars as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to
make its investment decision and to determine whether it is legally permitted to purchase the notes under applicable
legal, investment or similar laws or regulations.
None of the United States Securities and Exchange Commission (the "SEC"), any U.S. state securities
commission or any U.S., Colombian, Cayman Islands or other regulatory authority has approved or disapproved of
these securities or determined if these listing particulars are truthful or complete. Furthermore, these authorities
have not confirmed the accuracy or determined the adequacy of these listing particulars. Any representation to the
contrary is a criminal offense.
Application has been made to the Luxembourg Stock Exchange for the notes to be admitted to the Official
List of the Luxembourg Stock Exchange and trading on the Euro MTF Market of the Luxembourg Stock Exchange.
There can be no assurance that such application will be granted as of the settlement date for the notes or at any time
thereafter, and settlement of the notes is not conditioned on obtaining this listing. These listing particulars can only
be used for the purposes for which they were published.
The Issuer and we confirm that, after having made all reasonable inquiries, these listing particulars contain
all information with regard to the Issuer, us and the notes that is material to the offering and sale of the notes, that
the information contained in these listing particulars is true and accurate in all material respects and is not
misleading and that there are no omissions of any facts from these listing particulars that, by their absence herefrom,
make these listing particulars misleading. The Issuer and we accept responsibility for the information contained in
these listing particulars regarding the Issuer, us and the notes. The opinions and intentions expressed in these listing
particulars regarding the Issuer, us and the notes are honestly held and based on reasonable assumptions.
iv

NOTICE TO CAYMAN ISLANDS RESIDENTS

No invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe
for the notes unless the Issuer is listed on the Cayman Islands Stock Exchange.

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM

This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this document or any of its contents.

NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

These listing particulars have been prepared on the basis that any offer of notes in any Member State of the
European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of notes. Accordingly, any person making or intending to make an
offer in that Member State of notes which are the subject of the offering contemplated in these listing particulars
may only do so in circumstances in which no obligation arises for the Issuer, the guarantor or any of the initial
purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in relation to such offer.
Neither the Issuer, the guarantor, nor the initial purchasers have authorized, nor do they authorize, the making of any
offer of notes in circumstances in which an obligation arises for the Issuer, the guarantor or the initial purchasers to
publish a prospectus for such offer. Neither the Issuer, the guarantor nor the initial purchasers have authorized, nor
do they authorize, the making of any offer of notes through any financial intermediary, other than offers made by the
initial purchasers, which constitute the final placement of the notes contemplated in these listing particulars. The
expression "Prospectus Directive means" Directive 2003/71/EC (as amended), and includes any relevant
implementing measure in the Member State
IN CONNECTION WITH THE OFFERING OF THE NOTES, THE PERSON (IF ANY) NAMED AS
THE STABILIZING MANAGER(S) (THE "STABILIZING MANAGER(S)") (OR PERSONS ACTING ON
THEIR BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING
MANAGER(S) (OR PERSONS ACTING ON THEIR BEHALF) WILL UNDERTAKE STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE
AND, IF BEGUN, MAY BE DISCONTINUED AT ANY TIME BUT IT MUST END NO LATER THAN 30
DAYS AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE, OR NO
LATER THAN 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE RELEVANT NOTES, WHICHEVER
IS THE EARLIER.. ANY STABILIZATION ACTION OR OVERALLOTMENT SHALL BE CONDUCTED IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

NOTICE TO PROSPECTIVE INVESTORS IN CHILE

The notes will not be registered under the Ley de Mercado de Valores No. 18,045 (Chilean Securities
Market Law), as amended, with the Superintendencia de Valores y Seguros ("Chilean Securities and Insurance
Commission," or the "SVS"), and, accordingly, may not be offered or sold to persons in Chile except in
circumstances that do not constitute a public offering under Chilean law.

v

Los valores que se emitan no serán registrados en la Superintendencia de Valores y Seguros de
conformidad a la ley de Mercado de Valores No.18,045, por lo que de acuerdo a ello, no podrán ser ofrecidos a
personas en Chile excepto en circunstancias que no constituyan una oferta pública de valores de acuerdo a ley
Chilena.

MARKET AND INDUSTRY INFORMATION
Unless otherwise indicated, statistical information relating to SURA AM and Suramericana regarding
market share, ranking and other measures has been derived from reports and information published by the local
regulator or local industry associations in each respective country in which SURA AM and Suramericana operate:
the SFC (Colombia), the Federación de Aseguradores Colombianos (Federation of Colombian Insurers)
(Colombia); Superintendencia de Pensiones de Chile ("Chilean Superintendency of Pensions") (Chile);
Superintendencia de Valores y Seguros de Chile (Chilean Superintendency of Securities and Insurance) (Chile);
Comisión Nacional del Sistema de Ahorro para el Retiro (National Commission of the System of Savings for
Retirement, or "CONSAR") (Mexico); Comisión Nacional de Seguros y Fianzas (National Insurance and Sureties
Commission) (Mexico); Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones
("Peruvian Superintendency of Banks, Insurance and Private Pension Fund Administrators," or the "SBS") (Peru);
Superintendencia de Pensiones de Perú ("Peruvian Superintendency of Pensions") (Peru); Superintendencia del
Sistema Financiero de El Salvador ("Salvadoran Superintendency of the Financial System," or "SSF") (El
Salvador); Asociación Bancaria Salvadoreña (Salvadoran Banking Association) (El Salvador); Superintendencia de
Servicios Financieros ("Uruguayan Superintendency of Financial Services") (Uruguay); Superintendencia de
Seguros de la República Dominicana (Dominican Superintendency of Insurance) (Dominican Republic); and
Superintendencia de Seguros y Reaseguros de Panamá (Panamanian Superintendency of Insurance and
Reinsurance) (Panama).
Unless otherwise indicated, statistical information relating to Bancolombia regarding market share,
ranking, loan portfolio and other measures, as well as information on Colombian financial institutions and the
Colombian financial system generally, has been derived from reports and information published by the SFC or the
Banco de la República ("Central Bank of Colombia") or from other publicly available sources and industry
publications.
Unless otherwise indicated, statistical information relating to Grupo Nutresa and Grupo Argos regarding
market share, ranking and other measures has been derived from reports and information published by Nielsen
Colombia and the Instituto Colombiano de Productores de Cemento (Colombian Institute of Cement Producers),
respectively, or from other publicly available sources and industry publications.
Industry publications generally state that the information they contain has been obtained from sources
believed to be reliable, but that the accuracy and completeness of such information is not guaranteed.
We also include certain information in these listing particulars which has been derived from our review of
internal studies and contain certain assumptions concerning the Group's customers and competitors. These
assumptions are based on our experience in the industry and our own investigation of market conditions. Neither the
Issuer nor we can assure you as to the accuracy of any such assumptions, and such assumptions may not be
indicative of our positions in our industry.
Information in these listing particulars attributed to specific sources has not been independently verified by
the Issuer, us or our advisors, and therefore neither the Issuer nor we make any representation as to the accuracy of
such information, which may not be consistent with other information compiled within or outside the jurisdictions
specified. However, the Issuer and we have accurately reproduced this information, and as far as the Issuer and we
are aware and able to ascertain from such independent industry publications and reports by research firms or other
published independent sources, no facts have been omitted which would render the reproduced information
materially inaccurate or misleading.
vi

AVAILABLE INFORMATION
Grupo SURA is a sociedad anónima (corporation) organized under the laws of Colombia. Our principal
executive and registered office is located at Calle 49 No. 63 146, Medellín, Colombia, and our telephone number
at that address is (011) 57 4435 5628. Our website is http://www.gruposura.com.
Grupo SURA is an issuer in Colombia of securities registered with Colombian National Registry of
Securities and Issuers and is subject to oversight by the SFC. Our common and preferred shares are traded on the
Bolsa de Valores de Colombia ("Colombian Stock Exchange" or "BVC") under the symbols "GRUPOSURA" and
"PFGRUPSURA," respectively. Accordingly, we are currently required to file quarterly and annual reports in
Spanish and issue información relevante (notices of material events) to the SFC and the Colombian Stock Exchange.
All such reports and notices are available at http://www.superfinanciera.gov.co and on our website at
http://www.gruposura.com.co.
These reports and notices and any information contained in, or accessible through, our website are not
incorporated by reference into, and do not constitute a part of, these listing particulars.
To permit compliance with Rule 144A in connection with resale of the notes, for so long as the notes are
"restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, we have agreed to furnish,
upon request of a holder or beneficial owner of such restricted securities and a prospective purchaser or subscriber
of such restricted securities designated by such holder or beneficial owner upon the request of such holder,
beneficial owner or prospective purchaser or subscriber, the information required to be delivered under
Rule 144A(d)(4) if at the time of such request we are neither a reporting company under Section 13 or
Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder.
INCORPORATION BY REFERENCE
Our investee Bancolombia is subject to the Exchange Act and, in accordance therewith, Bancolombia files
reports and other information with the SEC.
The following portions of Bancolombia's annual report on Form 20-F for the year ended December 31,
2015, filed with the SEC on April 22, 2016, are incorporated by reference into these listing particulars: (1) "Item 3A
-- Selected Financial Data"; (2) "Item 3D -- Risk Factors"; (3) "Item 4 -- Information on the Company"; (4) "Item
5 -- Operating and Financial Review and Prospects"; and (5) "Item 18 -- Financial Statements" (those portions of
the annual report incorporated by reference herein being hereinafter referred to as "Bancolombia's 2015 Annual
Report").
The audited consolidated financial statements of Bancolombia included in Bancolombia's 2015 Annual
Report, and hence incorporated by reference herein, present Bancolombia's consolidated statements of financial
position as of December 31, 2015, 2014 and January 1, 2014 and Bancolombia's results of operations for the years
ended December 31, 2015 and 2014 prepared in accordance with International Financial Reporting Standards, as
issued by the International Accounting Standards Board ("IFRS-IASB") ("Bancolombia's IFRS audited
consolidated financial statements"). These are Bancolombia's first financial statements prepared under IFRS-IASB,
and therefore the opening statement of financial position was prepared as of January 1, 2014, the date of
Bancolombia's transition to IFRS, as required by IFRS 1--"First Time Adoption of International Financial
Reporting Standards."
Bancolombia's 2015 Annual Report is available for inspection and copy at the public reference section
maintained by the SEC at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. Copies of such material can be
obtained from the public reference section of the SEC at prescribed rates and from the SEC's website located at
http://www.sec.gov.
vii

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is incorporated under the laws of the Cayman Islands, and Grupo SURA is incorporated under
the laws of Colombia. Grupo SURA's directors and most of its executive officers and controlling persons named in
these listing particulars are residents of Colombia, and substantially all of their and our assets are located outside the
United States. Although the Issuer and Grupo SURA will appoint an agent for service of process in the United
States, it may be difficult for you to effect service of process within the United States upon us or such persons,
including with respect to matters arising under federal securities laws of the United States, or to enforce against us
or such persons judgments of U.S. courts based on the civil liability provisions of the U.S. federal securities laws.
The Issuer and Grupo SURA have appointed Corporation Service Company, New York, New York, as
agent to receive service of process under the indenture governing the notes, including with respect to any action
brought against the Issuer or Grupo SURA in the Supreme Court of the State of New York in the County of New
York or the United States District Court for the Southern District of New York under the federal securities laws of
the United States.
Enforceability in the Cayman Islands
Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United
States or Colombia, a judgment obtained in such jurisdictions will be recognized and enforced in the courts of the
Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action
commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided that such judgment:
(i)
is given by a foreign court of competent jurisdiction;
(ii)
imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been
given;
(iii) is
final;
(iv) is not in respect of taxes, a fine or a penalty; and
(v)
was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural
justice or the public policy of the Cayman Islands.
Enforceability in Colombia
We have been advised by Posse Herrera Ruiz, our Colombian counsel, that Colombian courts will
recognize and enforce a U.S. judgment predicated on the U.S. securities laws through a procedure known under
Colombian law as exequatur. Colombian courts will recognize and enforce a foreign judgment, without
reconsideration of the merits, only if the judgment satisfies the following requirements set forth in Articles 605, 606
and 607 of the Código General del Proceso ("Colombian General Procedure Code"):
(i)
a treaty or convention exists between Colombia and the country where the judgment was granted
relating to the recognition and enforcement of foreign judgments or, in the absence of such treaty or
convention, there is reciprocity in the recognition of foreign judgments of the same nature between
the courts of the relevant jurisdiction and the courts of Colombia;
(ii)
the foreign judgment does not refer to "in rem" rights vested in assets that were located within
Colombian territory at the time of the commencement of the proceedings in the foreign court which
issued the judgment;
(iii) the foreign judgment does not contravene or conflict with Colombian public policy rules other than
procedural laws;
(iv) the foreign judgment is final and is not subject to appeal in accordance with the laws of the country
in which it was rendered;
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