Grupo Nutresa S A : Corporate Governance Report 2023

C O R P O R A T E G O V E R N A N C E R E P O R T

2023

G R U P O N U T R E S A

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corporate governance report 2023

Corporate Governance Report 2023

Grupo Nutresa (hereinafter referred to as the Com- pany, the Corporation, the Organization, or Grupo Nutresa) is inspired by the generation of progress and sustainable development, within the framework of a permanent commitment to corporate gover- nance, upholding integrity, market standards, and ethics in business.

In order to ensure compliance with the provisions of Article 25 of the Company's Corporate Governance

Code, the Board of Directors of Grupo Nutresa makes available to its shareholders and the general public the Corporate Governance Report corresponding to the 2023 fiscal year. Its structure incorporates the recommendations of the Country Code and transparently presents information regarding its organization, internal functioning, and adoption of good practices, measures, and principles that contribute to the effective management of the Company.

1. STRUCTURE OF THE OWNERSHIP

Capital and structure of Grupo Nutresa's ownership as of December 31, 2023

IPO

Type of stock

March 21, 1961

Common

Number of outstanding shares

457,755,869

Number of shares held in reserve

Own shares bought back

539,876,542

2,367,589

Structure of Grupo Nutresa's ownership as of December 31, 2023

	20,32%
1,97%	92.994.994
9.008.973	Other shareholders 35,73%
Other funds	163.558.938

Grupo Sura S. A.

0,52% 9,88%

2.363.132 45.243.781

Pension and unemployment funds

457.755.869

T O T A L O U T S T A N D I N G S H A R E S

0,18%31,41%

809.961143.776.090

Foreign funds

Nugil S. A. S.

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corporate governance report 2023

Identity of the shareholders that directly or indirectly own significant stock, as of December 31, 2023

Nombre Accionista

Grupo Sura S. A.

Nugil S. A. S.

Grupo Argos S. A.

Micro Invesiones S. A. S.

B4I Business Corp.

Fondo Bursátil Ishares MSCI Colcap

Libreville S. A. S.

Fundación Fraternidad Medellín

• de Participación
  35,6097291%

31,4089015%

9,8838232%

2,3851327%

1,8052260%

1,4562138%

1,2047697%

0,9870480%

The Company permanently publishes on its website the list of the twenty-five (25) shareholders with the biggest ownership interests. This list is updated biannually and can be found in the following link:

CLICKHERE

to see the list.

Relations of family, commercial, contractual or corporate nature existing between the holders of significant share interests and the Company, or among the holders of significant share interests themselves

Relations of family, commercial, contractual or corporate nature existing between the holders of significant share interests and the Company, or among the holders of significant share interests themselves

Some Grupo Nutresa companies held typical relations of the ordinary course of their activities with several holders of significant share interests during 2023. All the relations were held under market conditions and complying with the law and the Company's Policy of transactions among Related Parties.

Additionally, Grupo Nutresa conducted a transaction involving several parties, including Grupo Sura S.A. and Nugil S.A.S. (considered related parties due to their shareholding exceeding 20% in Grupo Nutresa), consisting of the execu-

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corporate governance report 2023

tion of a Framework Agreement aimed at ending a potential hostile takeover dynamic by Grupo Gilinski of the economic groups formed by Grupo Nutresa and its sub- sidiaries, Grupo Sura S.A. and its subsidiaries, and Grupo Argos S.A. and its subsidiaries. As this transaction falls outside the ordinary course of its activities, and following the provisions of the Policy of transactions among Related Parties, it was approved by both the Board of Directors and the Shareholders' Meeting at their respective meetings on June 29, 2023. This transaction is detailed in chapters 3 and 6 of this report.

The details of the business transactions carried out with Related Parties in 2023 are included in the notes to the Company's financial statements.

Grupo Sura and Grupo Argos have significant stakes in Grupo Nutresa, as detailed in the previous chart. On the other hand, Grupo Nutresa does not hold any shareholding in Grupo Sura or Grupo Argos. This is because, as a result of the symmetrical spin-off of the Company detailed later on, it transferred the mentioned assets to the spun-off or beneficiary company, named Sociedad Portafolio S.A.

Summary of the shareholders' agreements known by the Company

As of the date of issue of this report, no information about any agreements among shareholders has been submitted or delivered to the Company, and no knowledge of such type of agreements has come to the attention of the Organization by any other means.

Own stock owned by the Company

The Company has a Policy for the Acquisition of Treasury Shares that establishes the general guidelines according to which Grupo Nutresa can start the stock buyback process. The Policy determines that the acquisition of the Company's own stock will constitute an option to return part of the invested capital to the shareholders, which can be considered by the Company.

The Company did not buy back any of its own stock in 2023. As of December 31, 2023, Grupo Nutresa S.A. owned 2,367,589 of its own shares.

Information about the stock directly (in a personal capacity) or indirectly (through companies or other means) owned by the members of the Board of Directors and about the voting rights represented by said stock.

As of December 31, 2023, the members of the Board owned an aggregate total of 284.662 shares, equivalent to 0.06% of the total outstanding common stock.

Negotiations of shares (and other securities issued by the Company) carried out by the Directors, the senior management and other executive managers

In 2023, the Company's Directors, senior management and other executive managers did not carry out any direct negotiations of Grupo Nutresa shares.

The Organization's employees who participate in the Superior Achievement Acknowledgment System (abbreviated SRS in Spanish), as explained further ahead, earn part of their variable yearly remuneration in units of a fund that invests in Grupo Nutresa stock, which is managed by the Protección Pension and Unemployment Fund.

2. STRUCTURE OF THE ADMINISTRATION OF THE BUSINESS GROUP

Composition of the Board of Directors

• The Board of Directors of the Company is currently formed by seven (7) members elected for terms of two (2) years.
• Three (3) of the seven (7) members are independent be- cause they fulfill the corresponding legal requirements as well as the requirements voluntarily adopted by the Com- pany. Grupo Nutresa's requirements are more rigorous than those determined by the law and they are established in Article 9 of the Code of Corporate Governance.
• The chairman of the Board of Directors, Jaime Alberto Palacio Botero, is one of the independent members and he presides over the support committees.
• No member of the Board of Directors is an employee of the Company.
• All the members of the Board of Directors meet the re- quirements in terms of professional background, aca- demic training and experience established in the Code of Corporate Governance for occupying their positions. Additionally, the Directors have the necessary skills to ensure that the administration body performs an ef- ficient work and contributes to the fulfillment of the Company's strategic goals.

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corporate governance report 2023

The Company has a Board of Directors profile matrix that allows to identify the desired skills and features for the Board and the fulfillment of said characteristics by its current members:

Jaime	Andrés	Juan		Jesús		Gabriel
Alberto	Felipe	Constantino	Luis Felipe	Christian
Vallejo	Gilinski
Palacio	Arango	Martínez	Hoyos Vieira	Murrle Rojas
Mejía	Kardonski
Botero	Botero	Bravo

Has experience as a senior manager in stock exchange- listed companies with international presence.

Has experience in the food sector.

Has experience in the mass consumption sector (packaging and retail)

Has knowledge on (environmental, social or economic) sustainability matters.

Has experience in risk assessment and management.

Contributes to the diversity of the Board due to her/his gender, age or origin.

Has a high-level academic background in financial, administrative or economic fields, or related to health or nutrition sciences.

Has analytical or managerial skills.

Has knowledge or experience related to health or nutrition.

Has knowledge or experience related to corporate governance.

Has knowledge or experience related to strategic planning.

Has knowledge or experience related to innovation.

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corporate governance report 2023

Curricula vitae of the members of the Board of Directors, including identification of the origin or background of each one of the members; committees they are part of; date of their first appointment and subsequent appointments.

Jaime Alberto Palacio Botero

CEO, Coldeplast S. A.S. and Microplast S. A.S.

ORIGIN

• Colombian

TYPE OF MEMBER

• Independent member

COMMITTEE

PARTICIPATION

• Audit Committee.
• Corporate Governance and Board Matters Committee.
• Appointment and Remuneration Committee.
• Strategic Planning and Sustainability Committee.

PRIOR EXPERIENCE

• Associate Executive Director, Microplast S. A.

ACADEMIC

BACKGROUND

• Degree in business administration,
  Universidad Eafit.
• Management studies focused on marketing at Wharton.
• Advanced training in packaging at the Japan International Cooperation Agency (JICA), Japan.

DATES OF

APPOINTMENT

AND REELECTION

• Appointed for the first time in 2005 and reelected in 2007, 2009, 2011, 2013, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022 and 2023.

Andrés Felipe Arango Botero

Director, Business Development Essity Latam

ORIGIN

• Colombian

TYPE OF MEMBER

• Independent member

COMMITTEE

PARTICIPATION

• Audit Committee.
• Appointment and Remuneration Committee.

PRIOR EXPERIENCE

• Vice President, New Businesses and Strategy, Familia Business Group.
• Associate Executive Director, Coldeplast / Microplast.
• HR and Operations Manager, Procter & Gamble.
• Product Line Manager (powder detergent and dishwashing soap), Procter & Gamble.
• Process Engineer, Procter & Gamble.

ACADEMIC BACKGROUND

• Degree in Production Engineering, Universidad
  Eafit.
• MBA, Universidad Eafit.

DATES OF APPOINTMENT AND REELECTION

• Appointed for the first time in
  2022 and reelected in 2023.

Juan Constantino Martínez Bravo

Member of the Board of Directors of Prebel; and co- founder and Director, Martínez Bravo Family Office.

ORIGIN

• Colombian

TYPE OF MEMBER

• Non-independentmember

COMMITTEE

PARTICIPATION

• Strategic Planning and Sustainability Committee.

PRIOR EXPERIENCE

• Member of the Board of Directors of the Prever Organization.

ACADEMIC BACKGROUND

• Degree in Business Administration, University of Colorado.
• MBA, Northwestern University, Kellogg School of Management.
• MBA, Kennesaw State University.

DATES OF APPOINTMENT AND REELECTION

• Appointed for the first time in
  2022 and reelected in 2023.

Luis Felipe Hoyos Vieira

CEO, Agrocofres S. A. S.

ORIGIN

• Colombian

TYPE OF MEMBER

• Non-independentmember

COMMITTEE

PARTICIPATION

• Strategic Planning and Sustainability Committee.
• Corporate Governance and Board Matters Committee.

PRIOR EXPERIENCE

• CEO, Productos El Caribe S. A.
• Project Director, Distribuciones Agralba S. A.
• Vice Mayor of Economic Development, Internationalization, Science, Technology, Innovation and Public-Private Partnerships,
  Medellín Mayor's Office.
• Vice President of Finance and Planning, and Local & International Sales Manager, Fabricato S. A.

ACADEMIC BACKGROUND

• Degree in civil engineering, Escuela de Ingeniería de Antioquia.
• MBA, Louisiana State University.

DATES OF APPOINTMENT AND REELECTION

• Appointed for the first time in
  2022 and reelected in 2023.

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corporate governance report 2023

Jesús Vallejo Mejía

Independent Lawyer

ORIGIN

• Colombian

TYPE OF MEMBER

• Non-independentmember

COMMITTEE

PARTICIPATION

• Corporate Governance and Board Matters Committee.

PRIOR EXPERIENCE

• Associate Magistrate, Medellín Superior Court.
• Lawyer, Superintendency of Public Corporations (Bogotá).
• Manager, Ingenio La Quinta S. A.
• Judge, Municipal Civil Court No. 12 of Medellín.
• Professor, Universidad de Antioquia.
• Head of the Legal Department, National Business Association of Colombia.
• Constitutional Chamber Magistrate, Supreme Court of Justice of Colombia.

ACADEMIC

BACKGROUND

• Law Degree, Universidad de Antioquia.

DATES OF APPOINTMENT AND REELECTION

• Appointed for the first time in 2022 and reelected in 2023.

Gabriel Gilinski	Christian Murrle
Kardonski	Rojas
Executive Vice-President,	Founding partner, Panamcap
JDB Bank	Advisors LLC.
ORIGIN	ORIGIN
•	American	•	Colombian
TYPE OF MEMBER	TYPE OF MEMBER
•	Non-independent member	•	Independent member
COMMITTEE	COMMITTEE
PARTICIPATION	PARTICIPATION
•	Corporate Governance and	•	Audit Committee.
	Board Matters Committee.	•	Appointment and
•	Strategic Planning and		Remuneration Committee.
	Sustainability Committee.	PRIOR EXPERIENCE
PRIOR EXPERIENCE	•	Managing Director,
•	Director:		Panamerican Capital
	• JGB Financial Holdco Inc.		Partners LLC.
	•	Banco GNB Sudameris	• CEO, Ingenio San Carlos, Cali.
	• Proyectos Semana S. A.	•	Manager, Corredores
	•	Publicaciones Semana		Asociados S.A., Cali.
		S. A.	•	International Associate
	•	JDB Bank		Manager, Banco
ACADEMIC BACKGROUND		de Bogotá, Cali.
•	Bachelor's Degree, University	ACADEMIC BACKGROUND
	of Pennsylvania	•	Degree in Business
DATES OF APPOINTMENT		Administration, Georgetown
	University.
AND REELECTION
•	Advanced Management
• Appointed for the first time
	program, Harvard University.
	in 2023.

DATES OF APPOINTMENT

AND REELECTION

• Appointed for the first time in 2022 and reelected in 2023.

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corporate governance report 2023

Changes to the Board of Directors throughout the term

The Shareholders' Meeting of the Company, in its ordinary meeting held on March 21, 2023, approved, among other matters, the amendment of Article 63 of the Bylaws to extend the term for the Board of Directors' designation to two

1. years. This two (2)-year term applied to the current Board of Directors at the time the amendment was approval.
   Consequently, the Board members elected for the period from April 1, 2022, to March 31, 2023, continued their roles for the period from April 1, 2023, to March 31, 2024. These members are as follows: Jaime Alber- to Palacio Botero, Andrés Felipe Arango Botero, Juan Constantino Martínez Bravo, Luis Felipe Hoyos Vieira, Jesús Vallejo Mejía, Christian Murrle Rojas, and Ricardo Fandiño de la Calle.
   On the same day as the ordinary Shareholders' Meet- ing, March 21, 2023, Christian Murrle Rojas resigned as an independent member of the Board of Directors.
   Subsequently, on April 11, 2023, the Shareholders' Assembly, in an extraordinary meeting, elected the fol- lowing individuals as Directors for the remaining statu- tory period, from April 11, 2023, to March 31, 2024: (i) Independent members: Jaime Alberto Palacio Botero, Andrés Felipe Arango Botero, and Christian Murrle; (ii) remaining members: Juan Constantino Martínez Bravo, Luis Felipe Hoyos Vieira, Jesús Vallejo Mejía, and Gabriel Gilinski Kardonski.

Members of the parent company's Board of Directors included in the Boards of Directors of the subsidiary companies or who occupy executive positions in them

Grupo Nutresa S. A. has determined that its companies in Colombia shall be simplified stock companies without a board of directors as part of their administrative struc- ture. Only those subsidiary companies in which Grupo Nu- tresa S. A. is not directly or indirectly the holder of 100% of their ownership interest have a board of directors.

In the case of the foreign companies, they have a board of directors formed by executive members if the local corporate regulations require the companies to have this kind of administrative body.

In 2023, none of the members of Grupo Nutresa S. A.'s Board of Directors was part of the boards of directors of the subsidiary companies that have such administrative body or occupied executive positions in them.

Policies approved by the Board of Directors in the period at issue

In 2023, the Board of Directors reviewed (i) relevant changes to the Policy to prevent and control the risk of money laundering, terrorism financing and the financing of proliferation of weapons of mass destruction, and (ii) the update of the SIPLA Manual (Integrated Anti-Money Laundering Prevention System), in accordance with regulatory requirements. The new policy and manual texts were approved by the Board of Directors.

Appointment process for the members of the Board of Directors

The election of the Company's Directors was carried out by complying with the legal and statutory procedure established for such purpose. The procedure indicates that the election must be carried out by applying a voting quotient system, unless the appointment is made by the unanimity of the stock represented in the meeting.

At the beginning of 2023, the Board was composed of seven (7) members, who were elected on July 1, 2022, for the period from July 1, 2022, to March 31, 2023. The seven members were as follows: (i) Independent members: Jaime Alberto Palacio Botero, Andrés Felipe Arango Botero, and Christian Murrle Rojas; (ii) Non-independent members: Ricardo Fandiño de la Calle, Juan Constantino Martínez Bravo, Luis Felipe Hoyos Vieira, and Jesús Vallejo Mejía.

Subsequently, at the ordinary Shareholders' Aseembly meeting held on March 21, 2023, the amendment of Article 63 of the Bylaws was approved, changing the term of the Board of Directors from one (1) year to two (2) years, applicable to the current Board of Directors at the time of the amendment, with the term ending on March 31, 2024.

On the same day as the ordinary meeting, Christian Murrle Rojas resigned as an independent member of the Board of Directors. Later, on April 11, 2023, an extraordinary Shareholders' Meeting was held to elect the Board of Directors for the period from April 11, 2023, to March 31, 2024. For this meeting, three shareholders submitted their lists of candidates to form the Board of Directors: list 1 was submitted by Micro Inversiones S.A.S., list 2 was submitted by Grupo Sura S.A., and list 3 was submitted by Nugil S.A.S.

After the voting and applying the electoral quotient system, the Board of Directors was composed of Jaime Alberto Palacio Botero, Andrés Felipe Arango Botero, Christian Murrle Rojas, Gabriel Gilinski Kardonski, Juan Constantino Martínez Bravo, Luis Felipe Hoyos Vieira, and Jesús Vallejo Mejía.

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corporate governance report 2023

During the Shareholders' Assembly meetings concerning the election of the Board of Directors' members in 2023, the provisions of both the Bylaws and the Corporate Governance Code were followed, including the report on the evaluation of the proposed members by the Appointment and Remuneration Committee.

Remuneration policy for the Board of Directors

The remuneration of the Directors is approved every year in the ordinary meeting of the Shareholders Assembly. In 2023, the Shareholders Assembly established the professional fees for the members of the Board for the April 2023-March 2024 term. Taking into account these fees and the remaining remuneration and operating costs, a budget of COP 1.680 billion was approved as the maximum cost of the Board for 2023.

The Company has a Board of Directors Remuneration and Assessment Policy that includes the guidelines for the definition of the compensation and any other economic benefit that would be granted to the Directors, and it also contains the criteria and procedures for assessing their management. The aforementioned policy is published on the Company's website and it can be found following this route: www.gruponutresa.com > Ethics and Corporate Governance > Policies.

In compliance with said Policy and the maximum cost approved by the General Shareholders Assembly, the expenditures related to the operation of the Board of Directors in 2023 were the following:

The Steering Committee is formed by Grupo Nutresa's CEO, the Presidents of the Business Units, Servicios Nutresa's CEO, Grupo Nutresa's CFO, the Vice Presi- dent, General Counsel and Corporate Secretary, and the Vice President of Sustainability.

In 2023, the remuneration earned by the members of the Corporate Committee complied with the provisions of the Policy for the Remuneration and Evaluation of the Steering Committee.

Superior Achievement

Acknowledgment System

An important component of the remuneration of the Company's Senior Management is the variable com- pensation. The Superior Achievement Acknowledgment System (abbreviated SRS in Spanish) has the purpose of acknowledging the superior achievement and the constant generation of value, and it comes from the profits shared by the shareholders with the employees who fulfill goals that contribute to the achievement of the Organization's strategic goals.

The SRS also has these purposes: aligning the Or- ganization's goals with the shareholders' goals, finding higher levels of competitiveness, attracting and building the loyalty of the human talent, stimulating both individual and teamwork, promoting high performance and people's contribution, encouraging leaders to think strategically in the long term, and giving meaning to the performance management and to the dialog between leaders and subordinates in the context of goal fulfillment.

Professional fees

Catering

Travel expenses

Other expenses

Accrued amounts as of

December 2023

$1.350.269.360

$4.519.660

$171.094.200

$563.681

The variable compensation of the Corporate Committee members represented 23,9% of their remuneration on average in 2023.

Additionally, the system establishes that 30% of the variable annual compensation of the CEO, the CFO and the Vice President General Counsel should be paid with units from a fund that invests in shares of the Company, and the disposition of such share units is limited until the Executives retire. Part of the

Total

$1.526.446.901

Remuneration of the Board of Directors and the Senior Management according to both the Company's policies and the law

The Organization has a Policy for the Remuneration and Evaluation of the Steering Committee that includes the guidelines for the definition of the remuneration and all other economic benefits allocated to the members of the Corporate Committee, and it also contains the criteria and procedures for assessing their management.

remaining balance of the variable annual compensation is accumulated in a bond bank, from where a third part is liquidated on a yearly basis to encourage the Executives to remain in the Organization. Grupo Nu- tresa's Appointment and Remuneration Committee establishes, for these executives, internal and external metrics associated with financial, social, market, environmental and sustainability indicators, framed within a time line of 1 to 3 years.

The main indicators considered for the calculation of the variable compensation of the Corporate Committee members in 2023 were the following:

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corporate governance report 2023

Strategic goal

Competitiveness

Categories, brands, network and experiences

Talent development

Geographies development

Effective investigation and innovation Customer satisfaction Environment and circular solutions

Strategic goal

Competitiveness

Environment and circular solutions

Talent development

	Indicators
Net sales	Savings from the sourcing program
EBITDA	Cashflow/Sales
ROIC	Cost-to-serve
Acquisition business plan	Projects
Net profit	Logistical cost/Sales
Leading brands
Organizational climate
Talent gap-bridging

Sales in the strategic region

Innovation-driven sales

Service level

Sustainability gap-bridging matrix

Indicators

ROIC

Remaining in the Dow Jones Sustainability Index (DJSI)

Grupo Nutresa's improvement in the DJSI

The following are the details of the main environmental indicators that were part of the Sustainability Plan and that were considered for the calculation of the variable compensation of the Steering Committee members in 2023:

Fulfillment of environmental indicators 2023

Grupo Nutresa - Industrial businesses - All geographies

Reduction in water consumption *

-4,33

Greenhouse gas reduction *

-10,25

Energy consumption reduction *

-10,98

Packaging solutions manufactured using recyclable, reusable or compostable materials

88,03%

Reduction in the production of waste disposed of into the environment *

-39,10

Use of renewable electric power

88,58%

Waste recovery and reuse

93,43%

* With regard to the 2020 baseline per ton produced.