Obligation Grupo Suramericano de Inversiones 5.7% ( USG42036AA42 ) en USD

Grupo Suramericano de Inversiones

100 % ▼

Colombie

USG42036AA42 ( en USD )

5.7% par an ( paiement semestriel )

18/05/2021 - Obligation échue

Prospectus brochure de l'obligation Grupo de Inversiones Suramericana USG42036AA42 en USD 5.7%, échue

200 000 USD

300 000 000 USD

G42036AA4

Grupo de Inversiones Suramericana est une société holding multinationale colombienne opérant dans les secteurs de l'assurance, de la gestion d'actifs et de l'investissement privé en Amérique latine.

L'Obligation émise par Grupo Suramericano de Inversiones ( Colombie ) , en USD, avec le code ISIN USG42036AA42, paye un coupon de 5.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/05/2021

LISTING PARTICULARS

U.S.$ 300,000,000

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)
5.70% Notes due 2021

Gruposura Finance (the "Issuer") is offering U.S.$ 300,000,000 aggregate principal amount of its 5.70% notes due 2021. The
notes will mature on May 18, 2021. The notes will accrue interest at a rate of 5.70% per year, payable semi-annually in arrears on May
18 and November 18 of each year, commencing on November 18, 2011. The notes will be unconditionally guaranteed by Grupo de
Inversiones Suramericana S.A. ("GRUPOSURA").
We 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. In addition, we 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 Colombian or Cayman Islands tax law. See "Description of the Notes--Optional
Redemption."
If a change of control occurs, GRUPOSURA, 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 will be senior unsecured obligations of the Issuer and will rank equal in right of payment with all of its future senior
unsecured and unsubordinated indebtedness. The guarantees will be senior unsecured obligations of GRUPOSURA and will rank equal
in right of payment with all of its other existing and future senior unsecured and unsubordinated indebtedness.
These listing particulars constitute a prospectus for the purposes of Luxembourg law dated July 10, 2005 on Prospectuses for
Securities.
Investing in the notes involves risks. See "Risk Factors" beginning on page 14 for a discussion of certain risks that you should
consider in connection with an investment in the notes.

Issue price: 99.354% plus accrued interest, if any, from May 18, 2011.

The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or the securities laws of any other jurisdiction. The notes are being offered or sold only to (1) qualified institutional buyers, as defined in
Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the
Securities Act.
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
(National Registry of Securities and Issuers). Pursuant to Article 6.12.1.1 of Decree 2,555 of 2010, the issuance and sales of the notes on
the terms and conditions set forth in these listing particulars do not require the prior authorization of the SFC. The notes have not been
registered in the Cayman Islands and may not be offered or sold in the Cayman Islands except in compliance with the securities laws
thereof.
The delivery of the notes is expected to be made to investors in book-entry form through the facilities of The Depository Trust
Company, for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear
System, and Clearstream Banking, société anonyme, on or about May 18, 2011.

Joint Book-Running Managers

BofA Merrill Lynch
J.P. Morgan
The date of these listing particulars is May 19, 2011.

(1)
37.6%
12.27%
7
(2)
(3)
81.1%
29.0%
44.8%
(2)
44.8%
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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 (together, the "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, results of operations or
financial condition may have changed since that date. Neither the delivery of these listing particulars nor any
sale made hereunder will 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.
Table of Contents
Page
Presentation of Financial and Other Information...........................................................................................................v
Forward-Looking Statements .................................................................................................................................... viii
Enforceability of Foreign Judgments.............................................................................................................................x
Summary........................................................................................................................................................................1
Risk Factors .................................................................................................................................................................15
Exchange Rates and Foreign Exchange Controls ........................................................................................................38
Use of Proceeds ...........................................................................................................................................................41
Capitalization...............................................................................................................................................................42
Selected Financial Information....................................................................................................................................43
Pro Forma Financial Information ................................................................................................................................49
Recent Developments ..................................................................................................................................................52
Management's Discussion and Analysis of Results of Operations and Financial Condition ......................................55
Business.......................................................................................................................................................................88
Banking and Insurance Regulation ............................................................................................................................112
Directors and Senior Management ............................................................................................................................123
Principal Shareholders...............................................................................................................................................127
Related Party Transactions ........................................................................................................................................128
Description of the Notes ............................................................................................................................................129
Taxation.....................................................................................................................................................................152
Plan of Distribution ...................................................................................................................................................156
Transfer Restrictions..................................................................................................................................................159
Validity of the Notes..................................................................................................................................................161
Independent Auditors ................................................................................................................................................161
Listing and General Information ...............................................................................................................................163
Index to Financial Statements................................................................................................................................... F-1
Annex A Summary of Principal Differences among Colombian GAAP, U.S. GAAP and

IFRS (as adopted by the IASB) .........................................................................................................................A-1
________________________

These listing particulars have been prepared by us solely for use in connection with the proposed offering
of the notes described in these listing particulars. These listing particulars are personal to each offeree and do not
constitute an offer to any other person or the public generally to subscribe for or otherwise acquire notes.
Distribution of these listing particulars to any person other than the prospective investor and any person retained to
advise such prospective investor with respect to its purchase is unauthorized, and any disclosure of any of its
contents, without our prior written consent, is prohibited. Each prospective investor, by accepting delivery of these
listing particulars, agrees to the foregoing.
These listing particulars have been prepared by the Issuer and GRUPOSURA, which are solely responsible
for their contents.
By its acceptance hereof, each recipient agrees that neither it nor its agents, representatives, directors or
employees will copy, reproduce or distribute to others these listing particulars, in whole or in part, at any time

ii

without the prior written consent of the Issuer and GRUPOSURA, and will use these listing particulars for the sole
purpose of evaluating a possible acquisition of the notes and no other purpose.
Each of the Issuer, GRUPOSURA and the initial purchasers reserves the right to require the return of these
listing particulars (together with any copies or extracts thereof) at any time.
None of the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission
or any other regulatory authority has approved or disapproved the notes or passed upon or endorsed the merits of
this offering or the accuracy or adequacy of these listing particulars. Any representation to the contrary is a criminal
offense in the United States.
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 pursuant to registration or exemption
therefrom. 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 "Transfer Restrictions."
Prospective investors are not to construe the contents of these listing particulars, or any prior or subsequent
communications from or with the Issuer and GRUPOSURA or other professionals associated with the offering, as
legal, tax or business advice. Each prospective investor should consult its own attorney and business advisor as to
the legal, business, tax and related matters concerning this investment. The initial purchasers are not acting as your
advisors or agents. Prior to entering into any transaction, you should determine, without reliance upon the initial
purchasers or their affiliates, the economic risks and merits, as well as the legal, tax and accounting characterizations
and consequences of the transaction, and independently determine that you are able to assume these risks. In this
regard, by acceptance of these materials, you acknowledge that you have been advised that (a) the initial purchasers
are not in the business of providing legal, tax or accounting advice, (b) you understand that there may be legal, tax
or accounting risks associated with the transaction, (c) you should receive legal, tax and accounting advice from
advisors with appropriate expertise to assess relevant risks, and (d) you should apprise senior management in your
organization as to the legal, tax and accounting advice (and, if applicable, risks) associated with this transaction and
the initial purchasers' disclaimers as to these matters.
These listing particulars contain summaries of the notes and of certain documents, agreements and opinions
relating to this offering. Reference is hereby made to the actual documents for complete information concerning the
rights and obligations of the parties thereto.
Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
ANNOTATED ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
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.

iii

Available Information
GRUPOSURA is a sociedad anónima (corporation) organized under the laws of the Republic of Colombia
("Colombia"). Our principal executive offices are located at Carrera 64B # 49A 30, Medellín, Colombia, and our
telephone number at that address is (011) 57 4435 5628. Our website is http://www.gruposuramericana.com.
GRUPOSURA is an issuer in Colombia of securities registered with the Registro Nacional de Valores y
Emisores (National Registry of Shares and Issuers) and is subject to oversight by the SFC. Our common shares are
traded on the Bolsa de Valores de Colombia ("Colombian Stock Exchange or "BVC") under the symbol
"GRUPOSURA." 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 http://www.bvc.com.co.
These reports and notices and any information contained in, or accessible through, our website are not
incorporated by reference in, and do not constitute a part of, these listing particulars.
For as long as any notes are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, we will, during any period in which we are neither subject to 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, provide to any holder or beneficial owner of such restricted securities or to any
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 to such persons pursuant to Rule 144(d)(4) under the Securities Act (or any successor provision thereto).
Incorporation by Reference
Our affiliate Bancolombia S.A. ("Bancolombia") is subject to the Exchange Act, and, in accordance
therewith, Bancolombia files reports and other information with the SEC. The following portions of the annual
report on Form 20-F of Bancolombia for the year ended December 31, 2010, filed with the SEC on April 28, 2011,
are incorporated by reference into these listing particulars : (1) "Item 4 -- Information on the Company"; (2)
"Item 5 -- Operating and Financial Review and Prospects"; and (3) "Item 18 -- Financial Statements" (those
portions of the annual report incorporated by reference herein being hereinafter referred to as "Bancolombia's 2010
Annual Report").
This document may be inspected and copied 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.

As used in the listing particulars, references to "GRUPOSURA," "the Company," "we," "us" 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 GRUPOSURA; references to our wholly owned subsidiaries are to Inversiones y
Construcciones Estrategicas S.A.S. ("ICE"), Grupo de Inversiones Suramericana Panamá S.A. ("Gruposura
Panamá") and, prior to March 31, 2011, Portafolio de Inversiones Suramericana En Liquidación ("Portafolio en
Liquidación"); references to the "Group" are to GRUPOSURA, its wholly owned subsidiaries, Suramericana S.A.
("Suramericana"), Bancolombia S.A. ("Bancolombia"), Grupo Nutresa S.A., formerly known as Grupo Nacional de
Chocolates S.A. ("Chocolates"), Inversiones Argos S.A. ("Inversiones Argos"), Protección S.A. ("Protección") and
Enlace Operativo S.A. ("Enlace Operativo"), and their respective subsidiaries; and references to the "Group's
principal companies" are to Bancolombia, Suramericana, Chocolates and Inversiones 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.

iv

Presentation of Financial and Other Information
Presentation of Financial Information
We and our subsidiaries and affiliates prepare our financial statements in Colombian pesos in accordance
with generally accepted accounting principles in Colombia and the regulations of the SFC, as applicable
(collectively, "Colombian GAAP"). Colombian GAAP differs in certain significant respects from generally
accepted accounting principles adopted in the United States ("U.S. GAAP") and from International Financial
Reporting Standards ("IFRS") as adopted by the International Accounting Standards Board ("IASB"). We and our
subsidiaries and affiliates are expected to change the preparation of our financial statements to IFRS by 2014. See
Annex A "Summary of Principal Differences among Columbian GAAP, U.S. GAAP and IFRS (as adopted by the
IASB)" for a description of the principal differences among Colombian GAAP, U.S. GAAP and IFRS, and how
those differences might affect the financial information contained herein.
GRUPOSURA's 2010 audited consolidated and unconsolidated financial statements included in these
listing particulars present GRUPOSURA's consolidated and unconsolidated financial position as of December 31,
2010 and 2009 and results of operations for each of the two years ended December 31, 2010 and 2009 (collectively,
"GRUPOSURA's 2010 audited financial statements"). GRUPOSURA's 2009 audited consolidated and
unconsolidated financial statements included in these listing particulars present GRUPOSURA's consolidated and
unconsolidated financial position as of December 31, 2009 and 2008 and results of operations for each of the two
years ended December 31, 2009 and 2008 (collectively, "GRUPOSURA's 2009 audited financial statements" and,
together with GRUPOSURA's 2010 audited financial statements, "GRUPOSURA's audited financial statements").
We also present GRUPOSURA's interim condensed unaudited unconsolidated financial information as of March 31,
2011 and December 31, 2010 and for the quarters ended March 31, 2011 and 2010, consisting of GRUPOSURA's
unaudited balance sheet and unaudited income statement ("GRUPOSURA's interim condensed unaudited financial
information").
We also present the financial statements and other financial information of Bancolombia, Suramericana,
Chocolates and Inversiones Argos in these listing particulars because the dividends that we receive from our direct
and indirect ownership of these companies are our main source of cash.
The audited consolidated financial statements of our affiliate Bancolombia included in Bancolombia's 2010
Annual Report, which is incorporated by reference in these listing particulars, present Bancolombia's financial
position as of December 31, 2010 and 2009 and results of operations for each of the three years ended
December 31, 2010, 2009 and 2008 ("Bancolombia's audited consolidated financial statements"). Note 31 to
Bancolombia's audited consolidated financial statements included in Bancolombia's 2010 Annual Report provides a
description of the principal differences between Colombian GAAP and U.S. GAAP as they relate to Bancolombia's
audited consolidated financial statements and provides a reconciliation of net income and stockholders' equity for
the years and dates indicated in such financial statements.
The audited unconsolidated financial data of our subsidiary Suramericana included in these listing
particulars is derived from its (i) audited unconsolidated financial statements as of December 31, 2010 and 2009 and
for the two years ended December 31, 2010 and 2009, and (ii) audited unconsolidated financial statements as of
December 31, 2009 and 2008 and for the two years ended December 31, 2009 and 2008 that are not included in
these listing particulars. Suramericana does not prepare consolidated financial statements.
The 2010 audited consolidated financial statements of our affiliate Chocolates included in these listing
particulars present Chocolates' financial position as of December 31, 2010 and 2009 and results of operations for
each of the two years ended December 31, 2010 and 2009 ("Chocolates' 2010 audited consolidated financial
statements"). The 2009 audited consolidated financial statements of Chocolates included in these listing particulars
present Chocolates' financial position as of December 31, 2009 and 2008 and results of operations for each of the
two years ended December 31, 2009 and 2008 ("Chocolates' 2009 audited consolidated financial statements" and,
together with Chocolates' 2010 audited consolidated financial statements, "Chocolates' audited consolidated
financial statements").
The 2010 audited consolidated financial statements of our affiliate Inversiones Argos included in these
listing particulars present Inversiones Argos' financial position as of December 31, 2010 and 2009 and results of
v

operations for each of the two years ended December 31, 2010 and 2009 ("Inversiones Argos' 2010 audited
consolidated financial statements"). The 2009 audited consolidated financial statements of Inversiones Argos
included in these listing particulars present Inversiones Argos' financial position as of December 31, 2009 and 2008
and results of operations for each of the two years ended December 31, 2009 and 2008 ("Inversiones Argos' 2009
audited consolidated financial statements" and, together with Inversiones Argos' 2010 audited consolidated financial
statements, "Inversiones Argos' audited consolidated financial statements").
We are not a financial institution, and we are not supervised or regulated as a financial institution in
Colombia and we are not a holding company of financial subsidiaries. Thus, we are not required to comply with
capital adequacy regulations applicable to financial institutions or with SFC-enacted accounting regulations
applicable to financial institutions.
Accounting Methodology
The discussion on our results of operations included in "Management's Discussion and Analysis of Results
of Operations and Financial Condition" in these listing particulars is presented on an unconsolidated basis because
(i) we do not have any substantial assets other than the equity interests we hold in our subsidiaries and affiliates and
(ii) of the Group's principal companies, only Suramericana's results of operations are consolidated into our results
of operations, as Bancolombia, Chocolates and Inversiones Argos are not majority owned by us directly or
indirectly.
The primary components of our unconsolidated income statement are dividends and earnings from the
equity method. In the dividends line item, we accrue dividends only from our direct ownership interests in less than
majority-owned companies, such as Bancolombia, Chocolates and Inversiones Argos. As of December 31, 2010,
we directly owned 13.9% of Bancolombia, 30.2% of Chocolates and 23.4% of Inversiones Argos. We also hold
interests in these same companies indirectly through wholly owned subsidiaries, which are not included in the
dividends line-item. The earnings from the equity method line item represents the earnings received from our direct
ownership of companies in which we, directly or indirectly, own more than 50% of the total shares outstanding and
that appear in the Medellin Chamber of Commerce as under our control. As of December 31, 2010, these
companies were Suramericana, in which we had a 40.1% direct ownership interest, and our wholly owned
subsidiaries. As of December 31, 2010, our wholly owned subsidiaries (including Portafolio en Liquidación) owned
15.1% of Bancolombia, 41.0% of Suramericana, 7.5% of Chocolates and 12.6% of Inversiones Argos. All of our
wholly owned subsidiaries are holding companies without any operations of their own and we manage all of their
income, expenses and cash.
As of December 31, 2010, our wholly owned subsidiary Portafolio en Liquidación owned the following
portion of the interests held collectively by us and our wholly owned subsidiaries in the Group's principal
companies: Bancolombia (14.7% out of our total 29.0% ownership interest), Suramericana (41.0% out of our total
81.1% ownership interest), Chocolates (7.5% out of our total 37.7% ownership interest) and Inversiones Argos
(12.6% out of our total 36.0% ownership interest). As a result of the winding up of Portafolio en Liquidación on
March 31, 2011, its ownership interests were transferred to us and in the future (i) the dividends attributable to its
ownership interests in Bancolombia, Chocolates and Inversiones Argos will appear in our dividends line item rather
than our earnings from the equity method line item and (ii) the earnings attributable to its ownership in
Suramericana will appear in the Suramericana sub-line item of our earnings from the equity method rather than the
Portafolio en Liquidacíon sub-line item. The pro forma financial information presented in "Pro Forma Financial
Information" gives effect to the winding up of Portafolio en Liquidacíon and the transfer of all of the company's
assets and liabilities to us as if the winding up had occurred on January 1, 2010.
Under Colombian GAAP, we account for our ownership interests in companies in which we directly or
indirectly own less than 50% of the total shares outstanding using the cost method plus valuation on these interests.
In our income statement, we record dividends accrued from our direct ownership in such companies, as described
above. In our balance sheet, our ownership interests in these companies are measured at fair value using either the
intrinsic value of the shares or their market value if publicly traded. The difference between the cost and the fair
value of these interests is accounted for in a separate balance sheet line item as an asset with the offset recorded in
shareholders' equity and has no affect on our income statement. However, when the fair value of these interests is
lower than their cost, an impairment may be recognized as a charge in our income statement.
vi

Presentation of Other Information
In these listing particulars, references to "Colombian pesos," "pesos" and "COP" are to the currency of
Colombia and to "dollars," "U.S. dollars", "U.S.$" and "USD" are to the currency of the United States. The
meaning of the word "billion" in the Spanish language is different from that in American English. In the Spanish
language, as used in Colombia, a "billion" is a million millions, which means the number of 1,000,000,000,000,
while in American English a "billion" is a thousand millions, which means 1,000,000,000. In these listing
particulars, we have not used billion in connection with figures denominated in pesos and, therefore, the meaning of
billion is as used in American English.
Certain figures included in these listing particulars have been subject to rounding adjustments.
Accordingly, figures shown as totals in certain tables may not be an exact arithmetic aggregation of the numbers that
precede them.
U.S. dollar amounts presented in these listing particulars have been translated from Colombian peso
amounts solely for the convenience of the reader. No representation is being made that the peso or dollar amounts
shown in these listing particulars could have been or could be converted into U.S. dollars or Colombian pesos at the
rates shown in these listing particulars or at any other rate. The Federal Reserve Bank of New York does not report
a noon buying rate for Colombian pesos. The conversion of amounts expressed in Colombian pesos as of a
specified date at the then prevailing exchange rate may result in presentation of U.S. dollar amounts that differ from
U.S. dollar amounts that would have been obtained by converting Colombian pesos as of another specified date.
Unless otherwise noted in these listing particulars, all figures corresponding to 2010, 2009 and 2008 have been
converted into U.S. dollars at the year-end exchange rates of COP 1,913.98 per U.S.$1.00 for 2010, COP
2,044.23 per U.S.$1.00 for 2009 and COP 2,243.59 per U.S.$1.00 for 2008, which were the rates published by the
Colombian Central Bank (Banco de la República or the "Central Bank") as certified by the SFC. On May 10, 2011,
the exchange rate between the Colombian peso and the U.S. dollar certified by the SFC was COP 1,779.70 per
U.S.$1.00.
Fluctuations in exchange rates significantly affect the comparability of amounts presented in U.S. dollars
throughout these listing particulars. The exchange rate between the Colombian peso and the U.S. dollar has had
significant fluctuations during 2010, 2009 and 2008. See "Exchange Rates and Foreign Exchange Controls."
Colombia experienced annual inflation rates of 3.2%, 2.0% and 7.7% for the years ended December 31,
2010, 2009, 2008, respectively. Currently, Colombian GAAP does not require us to adjust our financial statements
for inflation, and, therefore, inflation-adjusted financial statements have not been used throughout these listing
particulars.
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
Central Bank or from other publicly available sources and industry publications. Unless otherwise indicated,
statistical information relating to Suramericana, Chocolates and Inversiones Argos regarding market share, ranking
and other measures has been derived from reports and information published by the Federación de Aseguradores
Colombianos (Federation of Colombian Insurers, or "FASECOLDA"), 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. Similarly, any internal surveys, estimates and market research used in these listing
particulars, while believed to be reliable, have not been independently verified, and we do not make any
representation as to the accuracy of such information.

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Forward-Looking Statements
These listing particulars contain statements that constitute forward-looking statements. These statements
appear throughout these listing particulars, including, without limitation, under "Summary," "Risk Factors,"
"Management's Discussion and Analysis of Results of Operations and Financial Condition" and "Business," and
include statements regarding our current intent, belief or expectations with respect to, among other things, the
following: (1) our asset growth and financing plans, (2) trends affecting our financial condition or results of
operations, (3) the impact of competition and regulations, (4) projected capital expenditures and (5) liquidity. These
forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual
results may differ materially from those described in such forward-looking statements included in these listing
particulars as a result of various factors, many of which are beyond our control. The occurrence of any such factors
not currently expected by us would significantly alter the results set forth in these statements.
Factors that could cause actual results to differ materially and adversely include, among others, the
following:
economic, business and political developments in Colombia, Latin America, the Caribbean and the
United States;
exchange rate instability and government measures to control exchange rates;
increased inflation;
increases in interest rates;
changes in regional and global markets;
downturns in the capital markets and changes in capital markets in general that affect policies or
attitudes towards lending to Colombian companies or securities issued by Colombian companies;
changes in Colombian and foreign laws and regulations;
increased competition in the Colombian financial services and insurance markets;
credit and other risks of lending, such as increases in defaults of borrowers;
increased costs of funding or inability to obtain additional debt or equity financing on attractive terms;
failure to adequately price insurance premiums;
decreases in the spread between investment yields and implied interest rates in annuities;
increased competition in the food processing industry;
changing consumer preferences;
supply chain disruptions;
health and product liability risks related to the food industry;
unexpected safety or manufacturing issues;
the cyclical activity growth of the construction industry in Colombia, Latin America and the United
States;
weather conditions affecting construction activity in Colombia, Latin America and the United States;
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increased competition in the ready mix and cement industry;
continued volatility of, and sharp increase in, commodity and other input costs either in the food
processing industry or in the ready mix or cement industry; and
the other factors discussed under "Risk Factors" in these listing particulars.
You should not place undue reliance on forward-looking statements, which speak only as of the date that
they were made. We do not undertake any obligation to release publicly any revisions to such forward-looking
statements after the date of these listing particulars to reflect later events or circumstances or to reflect the
occurrence of unanticipated events.
These cautionary statements should be considered in connection with any written or oral forward-looking
statements that we may issue in the future.

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