CORPORATE PRESENTATION
October 2011
Disclaimer
This presentation is highly confidential and has been prepared by Grupo de Inversiones Suramericana S.A.. Distribution or
reproduction of this presentation is strictly prohibited. Upon the request of Grupo de Inversiones Suramericana S.A., you agree to
destroy or delete any electronic copies of this presentation. This presentation also contains statements that constitute forward looking
statements. These statements appear throughout this presentation and include statements regarding Grupo de Inversiones
Suramericana S.A.'s current intent, belief or expectations with respect to, among other things, the following: (1) its asset growth and
financing plans, (2) trends affecting its 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 this presentation as a result of various factors, many of which are beyond Grupo de Inversiones Suramericana S.A.'s
control. You should not place undue reliance on forward-looking statements, which speak only as of the date that they were
made. Grupo de Inversiones Suramericana S.A. does not undertake any obligation to release publicly any revisions to such forward
looking statements after the date of this presentation 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 Grupo de Inversiones Suramericana S.A. may issue in the future.
This presentation includes certain "Non-GAAP" financial measures as defined by United States Securities and Exchange Commission
rules.
Index
1. GRUPOSURA
2. Expansion strategy
3. Key financial highlights
4. Appendix
Index
1. GRUPOSURA
2. Expansion strategy
3. Key financial highlights
4. Appendix
Proven and consistent track record of
profitable growth*
Cross equity
stakes
Creation of companies
Simplification and expansion
ING
Latam
2011
2010
2007
2005
2002
2000
1997
1990
1975
1945
1944
1934
1921
ING, Proseguros,
Compuredes
AFP Crecer, Asesuisa,
Agricola de Seguros
Grupo Bancolombia, Inversiones Argos Holding
Mergers - Acquisitions
Grupo Nutresa Holding
Grupo de Inversiones Suramericana Holding
Growth, expansion and creation of new businesses
Protection from hostile takeovers
BIC (Banco Industrial Colombiano)
Cía. Suramericana de Seguros
Cía. de Cemento Argos
Compañía Nacional de Chocolates
*These companies belong to the investment portfolio of GRUPOSURA
5
6
Who is GRUPOSURA?
GRUPOSURA is the principal shareholder of a group of leading companies operating in Colombia and other countries of the
American continent in two key sectors: Financial Services (Core), including commercial banking, insurance and pension
funds; and Industrial, including processed foods and cement, ready mix and energy. We estimate that the group of
companies in aggregate represented 6.4% of Colombia’s GDP in 2010. In recent years, the group of companies has expanded
to other countries and regions in the Western Hemisphere, including Central America, the Caribbean, the United States, Peru
and Mexico. GRUPOSURA is in process of acquiring ING’s assets in Latam.
GRUPOSURA’s stake in its main investments
GRUPOSURA’s portfolio
6
1
Financial Sector (core)
Industrial Sector
48.3%
37.8%
Listed
2
81.1%
44.8%
Industrial
Sector
36.0%
5
June 30th 2011
USD 10.1 Bn
Core Investments:
Financial Sector
Listed
Not Listed
Listed
4
3
Listed
1GRUPOSURA
owns 100% of Enlace Operativo (Complementary Services) as a strategic investment.
of shares with voting rights and 29.0% of total shares outstanding
3Suramericana’s market value estimated at 2x P/BV.
4Protección at market price of USD 36 per share.
5The net income of Suramericana is reflected on GRUPOSURA’s Income Statement “via Equity Method”.
6Others represented 17% of the portfolio in 2002.
Source: Bloomberg.
244.8%
7
Main Investments
Core Investments: Financial Sector3
(USD MM)
% Ow nership
(1)
Rating (Moody's/Fitch)
Weight on received dividends
Market share
(1)
Operating Revenues
(2)
Operating Income CAGR (07-10)
Market Capitalization
Net Income
(2)
Description
(1)
(1)
(9)
44.8%(4)
81.1%
48.3%
100.0%
97.0%
100.0%
Baa3(5)/BBB-
Baa3(6)/NR
NR/NR
NR/EAAA
NR/AA+ (local)
NR/BBB- (local)
47.8%
12.7%
2.7%
NA
NA
NA
21.7%
21.5%
25.9%
46.0%(10)
19.4%
10.6%
2,611 MM
1,994 MM(7)
193 MM
49 MM
88 MM
72 MM
10.0%
14.6%
19.6%
5.6%
0.4%
8.5%
12.9 BN
NA
619 MM(8)
NA
NA
NA
757 MM
162 MM
45 MM
11 MM
8 MM
15 MM
Leading financial group
in Colombia and LatAm
Leading insurance
and social security
holding
Second largest
private pension
fund in Colombia
Second largest
pension fund in El
Salvador
Second largest
insurance company in
El Salvador
Third largest insurance
company in República
Dominicana
(10)
(11)
3
GRUPOSURA is the leader in some of the most strategic sectors in Colombia and should benefit from the country’s
attractive growth prospects
Market Position
____________________
Source: Company filings, Superintendencia del Sistema Financiero de El Salvador, Superintendencia de Seguros de República Dominicana, Superintendencia Financiera de Colombia,
Fasecolda, BVC.
Exchange rate: COP 1,772.32 / USD
Note: CAGRs are calculated in local currency.
(1) As of June 30th 2011. (2) As of Dec 31st 2010. (3) As part of its Financial sector investments GRUPOSURA owns 100% of Enlace Operativo. (4) 44.8% of shares with voting rights
and 29.0% of total shares outstanding. (5) Subordinated debt rating. (6) Insurance financial strength rating for Life insurance and P&C. (7) Sum of subsidiaries. (8) Protección is valued at
market prices. (9) Protección is the owner of AFP Crecer in El Salvador (10) Market share in El Salvador. (11) Market share in República Dominicana.
8
Why GRUPOSURA? (1/2)
1
Local and International Leadership
 Through organic growth of its companies and successful implementation of aggressive expansion strategies,
GRUPOSURA has solidified itself as a leader in the local and regional financial markets. The Company’s diversified
portfolio allows the implementation of complementary services generating a greater value.
2
Value Generation for Shareholders
 GRUPOSURA's has a long track record of generating value to shareholders; its market capitalization today is 31 times
greater than in December of 2000.
3
Geographically Diversified Portfolio
 The group's portfolio of companies operate throughout the Americas. This geographic diversity allows it to capture
revenues not only from Colombia, but also other attractive high growth Latin American economies.
4
Management with proven track record
 The management team of GRUPOSURA has been successful during many years in improving the performance of its
investments by focusing on the creation of synergies among them. The members of the board have on average 31
years of experience and recent acquisitions have been far more profitable than initially expected, proving the group's
ability to integrate new businesses.
5
International Recognition
 The results of the most recent bond issue reflect strong market appetite and international investor confidence for the
GRUPOSURA story. The bond issue received bids of USD 5.2 Bn, for a bid-to-cover ratio of 17.3.
 In addition, 191 international funds are currently part of GRUPOSURA's current shareholder base.
6
Multi-product and multi-channel business model
 GRUPOSURA's successful development of an integrated financial services business has allowed it to exploit synergies
among its banking, insurance and pension fund administration services. As a result, the company has gained access to
a wider customer base, enhanced customer loyalty, and increased its market share in sector.
9
Why GRUPOSURA? (2/2)
As of June 2011, the Company had
assets valued at:
In the first semester of 2011,
GRUPOSURA had operating
revenues of:
The management team has on
average
USD 10.1 Bn
USD 109 MM
~29 Years
4,3% above those registered in
1H2010
of experience in the sector
GRUPOSURA’s companies
have more than 110,000
employees in Colombia
The average annual appreciation of
the stock has been of
41%
during the last 10 years2.
The Colombian portfolio accounts
for over:
6.4%
of national GDP
ING Latam assets purchased for:
€ 2,615 MM
(USD 3,763 MM)
It is the largest acquisition done by
any Colombian company
Total Market Cap of assets in the
Financial Sector1
~USD 13.5 Bn
Total Market Cap of assets in the
Industrial sector
~USD 13.0 Bn
The assets to be acquired from ING
have:
~10 Million Clients
>USD 69 Bn in Assets
~7,000 employees
USD 275 MM in Net
Income
Exchange Rate: COP 1,772.32 / USD
(1) Figures as of June 30 of 2011. Includes value of all companies.
(2) BVC.
10
Seasoned management team
Management Team
David Bojanini
CEO
31 Years
Andrés Bernal
CFO
19 Years
Mario López
Chief Audit Officer
32 Years
Fernando Ojalvo Chief
Admin. and General
Secretary Officer
33 Years
Board of Directors
 Management team with proven operating track
record.
 Average experience of management is 29
years
 Number of employees: 18
 Team focused in the creation of
synergies among the companies of the
financial sector portfolio.
Average experience of Board of Directors is 31 years
José Alberto Vélez
Chairman
▪ CEO of Inverargos and Cemargos
Carlos Enrique Piedrahita
Director
▪ CEO of Grupo Nutresa
Juan Guillermo Londoño
Director
▪ CEO of Colinversiones
Jorge Mario Velásquez
Director
▪ Logistics VP of Cementos Argos
Hernando Yepes
Independent
Director
▪ Recognized law yer and academic in Colombia. Former
Minister of Labor and Social Security.
Armando Montenegro
Independent
Director
▪ Managing Director and Partner of Agora Investment Bank.
Former Head of the National Planning Department
Jaime Bermúdez
Independent
Director
▪ President of MBA Lazard Colombia. Former Foreign Affairs
Minister
 The members of
GRUPOSURA’s BOD are
recognized leaders in
Colombia in the corporate,
academic and public
spaces
 The Board of Directors is
composed of 7 members
 Elected by the
shareholders
 2 year period
 3 must be
independent
11
GRUPOSURA: 2000 - 2010
Evolution of the Commercial value of
GRUPOSURA’s portfolio
Dec 31st 2002
USD 0.8 Bn
June 30th 2011
USD 10.1 Bn
ASSETS
NET INCOME
CAGR
Weighted average annual
growth of the last 10
years.
Note: In 2005, due the
merger of the three financial
entities that GRUPOSURA
controlled, the net income
and stock price of the
Company increased
significantly.
COP Billion
SHARE PRICE
COP
COP Trillion
EQUITY
(BOOK VALUE)
INTRINSIC
VALUE*
COP Trillion
COP
*Book value of shareholder’s equity divided by the total number of shares of the Company.
12
GRUPOSURA
Shareholders
GRUPOSURA
4.8%
6.2%
InverArgos and Affiliates
37.4%
8.7%
191
Grupo Nutresa
Pension Funds
Institutional Investors
International
Funds
Retail Investors
International Funds
30.2%
12.7%
Outstanding Shares: 469,037,260
Free Float: 49.9%
Market Cap (USD billion): 9.9
Price/Book Value: 1.06
Number of Shareholders: 7,741
Source: Shareholders' Registry as of Jun 30, 2011
67 years in the Colombian Stock
Exchange
Average volume traded: USD 4.9
million per day at the BVC
13
Dividends
Annual dividends (USD cents)
Dividends received vs. paid (USD million)
CAGR = 8.15%
11.1
2005
12.0
2006
13.1
2007
14.2
2008
15.1
2009
16.4
2010
Note: dividends are to be paid on the next year
Income distribution
Received
Paid
125
151
167
176
108
117
47
54
59
65
70
75
2006
2007
2008
2009
2010
2011 E
Payout ratio: 19.5%
Received dividends distribution
• Dividends
• Income via equity method of controlled investments
2.7%
5.3%
Bancolombia
17.3%
Suramericana
Inversiones Argos
Grupo Nutresa
Protección
14.2%
Other
12.7%
47.8%
14
Financial investments: Bancolombia
Colombia’s leading financial institution with
international presence
 Bancolombia is Colombia’s leading financial institution,
providing a wide range of financial products and services
to a diversified individual and corporate customer base in
Colombia and other countries including El Salvador,
Panama, the United States, Puerto Rico and Peru.
Net loans market share in Colombia
Bancolombia
Bogotá
Davivienda
BBVA
Occidente
Popular
Financial system evolution in Colombia
 Low interest rates and rising confidence have been
driving the increase in consumer loans which in 2010
grew by 16.4%
 The financial system´s level of past due loans as a
percentage of the total loan portfolio fell from 4.11% in
2009 to 2.81% in 2010.
21.7%
25.9%
Citibank
Others
2.8%
14.1%
5.5%
7.4%
13.1%
9.6%
Return on Equity (ROE)
 In 2010, the total assets of the Colombian financial
sector increased 15.1%.
 In 2010 lending grew at a rate of 17.5%, commercial loans
grew 19%, consumer loans grew 19%, small business loans
grew 26%, leasing grew 7% and mortgages increased 11%.
 Colombia's expanding economy will continue to provide
Bancolombia with high growth opportunities.
The average ROE during the last 2 years was of 20%.
Bancolombia was awarded “best bank of the emerging markets” by
the Global Finance Magazine
Source: Company, Superintendencia Financiera de Colombia.
15
Financial investments: Suramericana
Corporate Structure
Insurance market share in Colombia
Suramericana
Suramericana
Bolivar
Seguros de Vida
100%
100%
21.5%
31.6%
Mapfre
Seguros Generales
Colpatria
Liberty (USA)
ARP Sura
100%
100%
Colseguros (Allianz)
EPS Sura
94.2%
Previsora
Estado
9.2%
4.0%
4.0%
6.7%
Other
Seguros Panama
 Holding company for a group of companies providing a
full range of insurance products and related services to
customers in Colombia and elsewhere in Latin America.
Leading insurance group of companies in Colombia
 In 2010 Suramericana’s subsidiaries Seguros de Vida,
Seguros Generales and ARP Sura were Colombia’s largest
insurance companies in their respective categories with
29.9%, 16.7% and 27.9% market shares based on written
premiums.
Source: Company, Fasecolda.
9.1%
6.8%
7.2%
Highlights
 # 1 Insurance company in Latam excluding Brazil
and Mexico.
 Top 10 Insurance company in Latam.
 Present in Colombia, the Dominican Republic and
Panama.
 Is in process of acquiring the second largest
insurance company in El Salvador (Asesuisa) and the
third largest in the Dominican Republic
(Proseguros).
 Leading life insurance company in Colombia with
829,408 individual life policies.
 Leading P&C* insurance company in Colombia with
346,315 insured vehicles.
16
Financial investments: Protección
Colombia’s second largest pension fund
administrator
Acquisition of AFP Crecer in El Salvador
 Protección is the second largest private pension fund in
Colombia.
 In April 2011, Protección had USD 15.8 Bn in assets under
management, representing a market share of 25.9%.
 Protección has 3.1 million clients.
 In 2010, Protección’s consolidated net income was USD
45.1* MM.
 Protección’s common shares are traded on the BVC .
Market share based on AUM
AUM as of April 2011: USD 61 Bn1
 Protección acquired the second leading pension
fund administrator in El Salvador in 2011.
 The price of the transaction was USD 103 MM.
Source: Company, Superintendencia Financiera de Colombia.
*Average exchange rate of 2010: 1889 COP/USD.
 As of December 2010, AFP Crecer had USD 2,638 MM
in AUM and 1,1 MM affiliates.
17
Industrial investments: Grupo Nutresa
Largest food processing conglomerate in
Colombia with significant international presence
Sales by region as of March 2011
 Nutresa operates the largest food processing group in
Colombia, as measured by market shares in the majority
of the business lines that it serves. Nutresa also has a
significant presence in the Caribbean, Central America,
the United States, Peru, Mexico, Ecuador and Venezuela.
United States
USD 55.5 MM (9,1%)
Canada
Other destinations
USD 9.2 MM (1,5%)
 Nutresa has 200,000 points of sale in Colombia and
256,000 in other countries. The group employs a total of
29,300 people.
Aggressive growth strategy
Mexico
USD 17.6 MM (2,9%)
 Nutresa has an aggressive growth strategy which has been
recently focused in Central America and the United
States. In 2009 it acquired Nutresa in Mexico, in 2010
Fehr in the USA and recently it acquired the ice cream
company Bon in the Dominican Republic.
Investor recognition
 In 2Q 2011, Nutresa issued ordinary shares for COP
522,500 MM (USD 295 MM). The demand for the shares
exceeded the amount of the offer by 17.6 x. GRUPOSURA
did not participate in the offer.
 As of September 30th 2011, Nutresa had a market
capitalization of USD 5,593 MM.
Source: Company, BVC.
Dominican Republic
USD 1.9 MM (0,3%)
Other Caribbean
USD 2.4 MM (0,4%)
Venezuela
USD 41.4 MM (6,7%)
Central America
USD 42.3 MM (6,9%)
Colombia
USD 427.5 MM (69,9%)
Ecuador
USD 6.4 MM (1,0%)
Own Distribution
Peru
USD 7.9 MM (1,3%)
Production Plants
Nutresa has presence in 75 countries, its own distribution network
in 12 countries and production plants in 8 countries
18
Industrial investments: Inversiones Argos
Corporate Structure
Geographic Coverage of Cementos Argos
United States
Inversiones Argos
62.1%
50.1%
Cementos Argos
Colinversiones
 Holding company for a group of companies operating
mainly in the cement, ready mix and energy industries.
Cementos Argos
 Cementos Argos is the fifth largest cement company in
Latam and the fourth largest concrete producer in the
USA.
 Acquired LaFarge’s assets in the United States in May
2011 for USD 760 MM.
Colinversiones
 Colinversiones is the fourth largest electric generation
company in Colombia. It has an installed capacity of
1,723 MW and expects to finish the year with 1,919 MW.
The installed capacity of the company is 53% hidro and
47% thermal. It is also involved in the energy distribution
business in the south-west region of the country.
Source: Company, Acolgen.
Cement plant
Concrete plant
Mixer
Port
Colombia
Grey Cement
50% market share
Installed capacity: 10.0 mm TPA
Plants: 10
Mixers: 1
Ports: 4
Ready Mix
Installed capacity: 3.5 mm m3
Plants: 70
Mixers: 400
Cement
Second largest producer of the
South-East of the USA
Installed capacity: 3.2 mm TPA
Plants: 2
Mixers: 1
Ports: 4
Concrete
Fourth producer in the USA
Installed capacity: 9,8mm m3
Plants: 224
Mixers: 1,453
Caribbean
Operations in Panama, Haiti,
Dominican Republic, St.
Marteen, St Thomas,
Antigua, Dominica, Curacao
and Surinam.
Cement
Leader in the imported
cement market with a 31%
market share
Installed capacity: 2.8 mm
TPA
Grinding facilities: 4
Ports: 8
Ready Mix
Installed capacity: 0.5 mm m3
Mixers: 89
The infrastructure development in Colombia and the Caribbean,
Haiti’s reconstruction and the US economic recovery and stimulus
plan will allow the company to experience a solid growth in the
following years.
19
Index
1. GRUPOSURA
2. Expansion strategy
3. Key financial highlights
4. Appendix
Our 2007 strategy and investment plan*
Investment Criteria
Target Countries







 Political, social and macroeconomic
stability
 Growth potential
 Market leadership
 Controlling stakes
Mexico
Costa Rica
Dominican Republic
Panama
Peru
Chile
El Salvador
 Economical, environmental and social
performance
 Corporate governance
Recent Acquisitions
Acquisition 2011
Insurance
Acquisition 2011
Insurance
USD 98.0 MM
USD 23.5 MM
Acquisition 2011
Pension Funds
ITO
USD 103.0 MM
USD 18.7 MM
Acquisition 2011
*This strategy was developed
in 2007 with the objective that
by 2017, 50% of
GRUPOSURA's income be
derived from countries other
than Colombia.
21
Description of the Transaction
GRUPOSURA signed agreement to
acquire the pensions, insurance and
investment fund operations of ING
Group in Latin America
ING announced an initial
restructuring plan to take
the Group Back to
Basics, after the aid
provided by the Dutch
Central Bank for EUR 10
Bn. One of the main
points of the action plan
was
the
potential
divestiture of EUR 6 to 8
Bn in non-core assets.
ING announced an
acceleration of the
Back to Basics Plan
aiming to receive
European
Commission’s (EC)
approval
for
a
reorganization plan
In
2011
ING
started a selling
processed of its
Latam assets.
2011
October 2009
April 2009
Background of the Transaction
July 25th
June 25th
Presentation of
Binding Offer
Grupo de Inversiones Suramericana S.A.
signed the acquisition agreement with the
multinational ING Group to acquire their
pension, insurance and investment funds
operation in Chile, Mexico, Peru, Uruguay and
Colombia.
The transaction value of EUR 2,615 million
(USD 3,763 million) reflects 1.8x book value
and results in a 14.9x multiple of estimated
2012 earnings, excluding the benefit of any
new cross-selling.
• Since the beginning of 2011 ING Group received instructions from
the Dutch Government to sell its insurance and pension funds
businesses located outside Europe.
22
Description of the Transaction
GRUPOSURA has enough internal generated resources and committed credit
facilities with national and international banks in order to finance the acquisition.
However, GRUPOSURA is evaluating multiple financing options including the issue of
non-voting shares in Colombia and a potential partnership with a minority investor,
among others.
December 20th
Today
July 27th
2011
SPA Signing
GRUPOSURA
is
expecting anti-trust
approvals in order
to
close
the
transaction.
Expected
Closing
date that can be
modified in favor of
GRUPOSURA.
23
Why ING Latam?
1
International Leadership
 ING Latam is the second largest player in the pension fund industry in the region with presence in 5 countries (Chile,
Mexico, Peru, Colombia and Uruguay). After the acquisition GRUPOSURA will become the leader in the pension funds
sector in Latin America.
2
The Acquisition is consistent with GRUPOSURA’s International Expansion Strategy
 ING’s assets are all located in countries identified by GRUPOSURA as targets*. The ability to simultaneously enter
these high growth markets represents a unique inorganic growth opportunity.
Financial and Political Stability
3
 All five countries (Chile, Mexico, Peru, Colombia and Uruguay) have stable political and financial systems. Mexico,
Chile, Peru and Colombia are investment grade countries. 98% of the net income of the assets is generated in
investment grade countries.
Value Generation
4
 Management has delivered consistent value generation to its shareholders, with net revenues at its subsidiaries'
increasing 91.3% between 2007 and 2010.
 The average ROE of the assets is 21.9%.
5
Increase of the AUM and affiliates
 The companies’ strategy has proven to be successful, taking into account that AUM grew 70.8% between 2006 and
2010, while its affiliates grew by 3.6% during the same period. Currently, ING has AUM of USD 69 Bn and approximately
10 MM affiliates.
6
Sustained Economic Growth
 The Assets are located in countries that have grown at rates above those of developed countries and are expected to
maintain this trend in the following years. Additionally, these countries have younger populations and a middle class
with emerging purchasing power. The countries where the assets are located have an expected PPP GDP CAGR of 4.4%
during the period 2010 – 20161.
1
IMF World Economic Outlook
not include Uruguay.
*Does
24
Description of ING Latam (1/2)
Mexico - AUM USD 116 Bn1
Banamex
BBVA
ING
Profuturo
Inbursa
Others
16.7%
36.0%
ING is a leading provider of mandatory and voluntary pension
products in 5 countries: Chile, Mexico, Peru, Colombia and Uruguay
15.0%
Colombia - AUM USD 61 Bn1
8.0%
13.6%
Source: CONSAR.
10.7%
Peru - AUM USD 31 Bn1
14.7%
31.5%
Crédito
ING
23.4%
BBVA
Source: Superintendencia financiera de Colombia.
Scotia
30.4%
Source: Superintendencia de banca, seguros y AFP’s.
Chile - AUM USD 149 Bn1
BBVA
Inv. Previsionales
ING
Penta
Inv. Olmos
Others
0.0%
2.9%
20.0%
8.6%
Unión de B.L.
ING
22.3%
Source: Superintendencia de pensiones de Chile..
1
As of April 2011.
Uruguay- AUM USD 7 Bn1
29.7%
25.1%
16.6%
ITAU
56.7%
Bandes
18.1%
Source: Banco Central.
25
Description of ING Latam (2/2)
 With USD 69 Bn in AUM at the end of 2010, ING Latam is the second largest player of the mandatory pension business
in Latin America and it has the most varied portfolio of wealth management products in the region.
 ING Latam operates 3 business lines that complement each other: Mandatory Pensions, Wealth Management and
Other less significant businesses including annuities and life insurance in some markets.
 The wealth management business is one of high growth prospects driven by the increase in the number of affluent
individuals in the region, the limitations to contributions in the mandatory system and tax incentives.
 The mandatory pension business represented at the end of 2010 91% of the AUM and 81% of the net income of ING
Latam.
 The net income of the group in 2010 was generated 49% in Chile, 31% in Mexico, 10% in Peru, 8% in Colombia and 2%
in Uruguay. 98% of the net income is produced by assets in investment grade countries.
 For GRUPOSURA, the transaction represents the acquisition of a profitable operation in 5 high growth countries,
positioned to benefit from attractive economic, demographic and regulatory conditions, with a management know
for using the best practices of the market and with an enormous growth potential through cross-selling in the
region.
 The price of the transaction is USD 3,763 MM and the expected closing date is December 2011.
26
ING Latam assets
The acquired companies currently serve more than 10 MM clients, have in excess of USD 69 Bn in assets under
management and employ nearly 7,000 employees in those five countries. In 2010 the business reached a net income of more
than USD 275 MM.
Assets included in the transaction
ING AFORE - México
Equity Stake: 100%
Mandatory Pension
and Wealth Management: USD 19.3 Bn
Market Share (AUM): 13% #3
Insurance: USD 0.91 MM in premiums
Affiliates: 5 MM
AFP Integra - Peru
Equity Stake: 80%
Mandatory Pension
and Wealth Management: USD 10.1 Bn
Market Share (AUM): 30% #2
Clients: 1.2 MM
Invita Seguros: Minority stake
AFP ING - Colombia
Equity Stake: 100%
Mandatory Pension:
USD 6.2 Bn
Severance: USD 0.4 Bn
Others: USD 0.3 Bn
Market Share (AUM): 11% #5
Clients: 1.2 MM
Afinidad AFAP - Uruguay
Equity Stake: 100%
Mandatory Pension: USD 1.3 Bn
Market Share (AUM): 18% #2
Clients: 0.3 MM
Managed by Chile
Source: Each country’s regulator. April 2011
AFP Capital - Chile
Equity Stake: 100%
Mandatory Pension
and Wealth Management: USD 34.2 Bn
Market Share (AUM): 22% #3
Life Insurance: USD 249 MM in premiums
Clients: 1.9 MM
27
Benefits of the Integration (1/2)
Transaction is
accretive from year
one
Horizontal integration
in Latam and perfect
geographic fit
Strategic Fit
Acquisitions of leading
platforms in the most
dynamic and
attractive countries of
Latin America
Significant growth
opportunities in the
countries where the
assets are located
28
Benefits of the Integration (2/2)
Implementation of
complementary
services including
cross-selling with
Bancolombia
Increased reinsurance
portfolio1
Combined
efforts
between
Subsidiaries
GRUPOSURA’s management
has been successful in the
creation of synergies among its
investments in Colombia.
Increased portfolio of
wealth management
to the clients of all
subsidiaries
Potential new
businesses of
Property and Casualty
in the insurance
companies through
Suramericana
Optimization of
processes and new
income by Enlace
Operativo and
Compuredes
In addition to its administrative
team, GRUPOSURA currently
has 50 people distributed in 11
committees to ensure a smooth
transaction before the closing.
Increased leverage
with suppliers
1GRUPOSURA
will have the possibility to increase its reinsurance portfolio directly with the acquired companies
and indirectly in the new markets entered.
29
Very attractive market (1/2)
Countries involved in the transaction - CIT
Average Real GDP Growth (2005 – 2010)
Average Real GDP Growth (2011E – 2012E)
7.2%
6.4%
Average:
5.6%
4.6%
3.6%
2.0%
1.3%
Peru
Uruguay Colombia
Chile
Mexico
U.S.
1.0%
Average:
1.5%
E.U.
 The main drivers of the pension business are growth in the workforce and salaries, which are both driven by economic
performance.
 The acquired assets are located in countries that have outpaced developed economies and that are expected to do so in
the following years.
 All five countries have currently stable financial and political systems.
Source: Santander Estimates August 2011. OECD September 2011. IMF September 2011.
30
Very attractive market (2/2)
Countries involved in the transaction - CIT
Mandatory Pension AUM as % of GDP
 Low ratios of Industry AUM as % of GDP imply high growth
opportunities in these economies.
90.0%
 Chile, Mexico, Peru, Colombia and Uruguay (Countries involved
in the transaction - “CIT”) have a consolidated current and
forecasted GDP in PPP terms (Power Purchasing Parity) and
population larger than Brazil, making it an interesting market for
any global or regional player.
Average:
81.5%
73.0%
67.0%
Growth Potential
20.0%
Australia
U.S.
Chile
Peru
17.0%
13.0%
16.0%
 Chile, Mexico, Peru, Colombia and Uruguay are emerging
economies with a young population and a growing middle class
Average:
with increasing purchasing power.
26.6%
 Low market penetration in both pensions funds and insurance
business (core lines of INGs assets).
Uruguay Colombia Mexico
Source: Santander Estimates August 2011. OECD August 2011.
IMF August 2011.
Distribution of Population in CIT (MM)**
Over 65 Years
12
Between 46-65 Years
36
Between 30-45 Years
66
Under 29 Years
90
PPP GDP Per Capita and CAGR** (USD)*
4.4%
5.9%
5.2 %
5.4%
3.7%
17.8%
4.5%
4.4%
32.4%
43.9%
Total Population = 204
* IMF World Economic Outlook
** Age composition determined by each public regulatory entity per country
*** Calculated as total affiliates in each country/divided by total population
**** Calculated as total premiums issued in 2010 as percentage of the 2010 GDPs
***** CIT = Countries involved in the transaction (Mexico, Colombia, Chile Peru and Uruguay)
31
GRUPOSURA’s comparative growth
Before the Transaction*
Target Countries
Bancolombia Miami
Bancolombia Cayman
Bancolombia Puerto Rico
ARS Palic – Dominican Republic
ING AFORE - Mexico
ING Colombia
BanAgricola - El Salvador
AFP Protección - Colombia
Suramericana – Panama
#1
#2
#3
#4
Suramericana - Colombia
Bancolombia Panama
#5
La Positiva - Peru
After the Transaction*
AFP Integra - Peru
Leasing - Peru
FiduPeru
Afinidad AFAP - Uruguay
Renting Peru
AFP Capital -Chile
1The
analysis includes groups with presence in at least 2 countries.
countries included in the analysis are: Mexico, El Salvador, Republica
Dominicana, Costa Rica, Colombia, Peru, Chile, Bolivia and Uruguay.
*As of April 2011.
**Protección is the owner of AFP Crecer in El Salvador. GRUPOSURA has 48.3% of
the shares of Protección.
***GRUPOSURA is the addition of: Protección and ING’s assets in Latam.
Source: Each country’s regulator.
1The
#1
#2
#3
#4
32
GRUPOSURA and ING Latam
Affiliates1
(MM)
10.3
Assets Under Management1
(USD Bn)
2
66.1
14.8
4.5
Protección +
AFP Crecer
84.7
 The addition of ING’s assets to Protección
will result in a 355% increase in the AUM
managed by GRUPOSURA.
Total
 Considering both Protección and the
acquired assets, GRUPOSURA will control
a total of:
18.6
ING
Total
Protección +
AFP Crecer
ING
 The addition of ING’s assets to Protección
will result in a 229% increase in the number
of affiliates managed by GRUPOSURA2.
 14.8 MM affiliates
 USD 84.7 Bn in AUM.
Assets3
(USD MM)
Forecasted Dividends for year 2012
(USD MM)
4
172
340
 Excluding non-recurrent income, the net
income of GRUPOSURA in 2010 would
have been 98% greater taking into account
the assets to be acquired.
 GRUPOSURA’s received dividends
are expected to double with the
transaction.
168
GRUPOSURA
1Data
ING
5
Total
as of April 2011 for ING’s and Protección’s assets and December 2010 for AFP Crecer which is included
within Protección.
2GRUPOSURA has a 48.3% stake in Protección. Protección owns 100% of the shares of AFP Crecer in El
Salvador. GRUPOSURA will have 100% of the shares of AFP Capital (Chile), ING Afore (Mexico), ING
Colombia, Afinidad AFAP (Uruguay) and 80% of AFP Integra in Perú.
3 Data as of December 2010
4 Includes ING Latam assets (USD 1,925) and goodwill generated from the transaction (USD 1,672MM).
5 GRUPOSURA’s expected received dividends from ING’s assets for year 2012.
Source: Each country’s regulator as shown in slide 24.
 The pension fund business (Protección’s
stake) currently represents 2.7% of
GRUPOSURA’s revenues.
 After the transaction the pension fund
business will represent 49% of
GRUPOSURA’s revenues.
33
Evolution of AUM, Affiliates and
ING’s net income
Evolution1 of AUM (USD Bn) managed by GRUPOSURA2
….

Evolution1 of Affiliates (MM) managed by GRUPOSURA2
Year-end figures.
16.1
….
Evolution ING’s assets’ Net Income (USD MM)
1The
projection of affiliates is based on expected population growth and a
forecast of coverage ratios of the pension system in each country.
The projection of AUM is based on the growth of affiliates and the
contributions per affiliate.
2Historical
figures include acquired assets. Colombia includes
ING Colombia and 100% of Protección.
Source: Each country’s regulator as shown in slide 24.
34
Acquisition structure A
$ (LOAN)
COLOMBIAN
BANKS
GRUPOSURA
$ (capitalization)
100%
100%
48.35%
$ (capitalization)
$ (LOAN)
I.C. Pensiones
SURA
GRUPOSURA
PANAMÁ
GIS
ESPAÑA
GRUPOSURA
FINANCE
Protección
100%
Crecer
$ (capitalization)
$ (capitalization)
GRUPOSURA
HOLANDA
ING AFP
Colombia
Afore
Holding B.V.
Holanda
Inverconsa México
ING LatAm
Holdings B.V.
Holanda
ING Chile H I B.V.
Holanda
Co- Investors
ING S.A.
Chile
AFP Integra
Perú
ING Chile H II B.V.
Holanda
ING Asesores México
ING Inv Mgmt México
ING Cia Inv & Serv
Chile
ING Pensiones México
35
Acquisition structure B*
$ (LOAN)
BRIDGE LOAN
GRUPOSURA
$ (LOAN)
$ (capitalization)
100%
100%
$ (capitalization)
I.C. Pensiones
SURA
GIS
ESPAÑA
COLOMBIAN
BANKS
48.35%
$ (LOAN)
GRUPOSURA
PANAMÁ
GRUPOSURA
FINANCE
Protección
100%
Crecer
$ (capitalization)
$ (capitalization)
$ (capitalization)
GRUPOSURA
HOLANDA
ING AFP
Colombia
Afore
Holding B.V.
Holanda
Inverconsa México
$ (capitalization)
Co- Investors
ING LatAm
Holdings B.V.
Holanda
ING Chile H I B.V.
Holanda
GIS
HOLANDA
ING S.A.
Chile
AFP Integra
Perú
ING Chile H II B.V.
Holanda
ING Asesores México
ING Inv Mgmt México
ING Pensiones México
ING Cia Inv & Serv
Chile
* If Bridge facility is required
36
Star – Structure Post- IPO
GRUPOSURA
IPO
I.C Pensiones
SURA
Bancolombia
Colsubsidio
Otros
100%
49%
100%
21.63%
MÉXICO
*Afore
SURA
CHILE
*AFP Capital
SURA
PERÚ
*AFP
Integra
SURA
URUGUAY
AFP SURA
29.37%
*AFP SURA
Bancolombia
37
Price (1/2)
The transaction value of € 2,615 MM (equivalent to USD 3,763 MM1) reflects 1.8x book value and
results in a 14.9x multiple of estimated 2012 earnings.
 If we compare the P/BV ratio to those of recent acquisitions in the same sector, it is lower than the average in recent
years, which has been on average 3.1x.
 If we compare the P/E ratio with those of recent acquisitions, it is close to the average, which has been on average 14.7x.
 Based on comparable transactions, the acquisition was done at an attractive price.
Comparable Transaction Multiples
Date
Company
Country
Buyer
P/BV
P/E
Apr/11
HSBC Afore SA de CV
Mexico
Principal Financial Group SA
2.9x
8.6x
Sept/10
AFP Crecer
El Salvador
Protección AFP
4.4x
10.1x
Feb/09
Max Matthiessen Holding AB
Suecia
Investor Group
2.9x
11.7x
Jun/08
Fondo de pensiones Santander
Colombia
ING
2.7x
15.1x
May/07
Codan Forsikring AS
Dinamarca
RSA Overseas Holdings BV
2.6x
27.8x
Oct/06
Alexander Forbes Ltd
Sur Africa
Cleansheet Investments
2.8x
14.0x
Oct/06
Promina Group Ltd
Australia
Suncorp-Metway Ltd
3.3x
16.0x
Average
3.1x
14.7x
1
Exchange rate USD/€ = 1.44
Source: Thomson Reuters, Bloomberg
38
Price (2/2)
The transaction value of € 2,615 MM (equivalent to USD 3,763 MM1) reflects 1.8x book value and
results in a 14.9x multiple of estimated 2012 earnings.
 Comparing the P/BV ratio implied in the transaction with those of comparable trading companies, the multiple is lower
than the average at current levels of 3.9x.
 In addition, if we compare the current P/E ratio with the ones obtained from the comparable trading companies, it is also
lower than the average of 15.7x.
 Based on comparable trading multiples, the acquisition was done at an attractive price.
Comparable Trading Multiples
Company
Country
P/BV
P/E
Affiliated Managers Group
USA
2.9x
17.4x
Waddell & Reed Financial Inc
USA
6.1x
17.1x
Westwood Holdings Group Inc
USA
4.5x
20.5x
Franklin Resources Inc
USA
3.3x
15.6x
Gamco Investors Inc
USA
3.1x
14.2x
AFP Integra
Peru
4.7x
18.7x
AFP Cuprum
Chile
4.3x
9.2x
Protección
Colombia
2.5x
12.9x
Average
3.9x
15.7x
1
Exchange rate USD/€ = 1.44
Source: Thomson Reuters, Bloomberg
All data as of June 30th 2011
*Estimated earnings for 2012
39
Index
1. GRUPOSURA
2. Expansion strategy
3. Key financial highlights
4. Appendix
GRUPOSURA key financial highlights - 1st half
2011 update (1/2)
Liabilities*
(USD MM)
Assets*
(USD MM)
Shareholders Equity*
(USD MM)
9,737
692
8.1%
+13.1%
9,408
-52.4%
329
9,007
Jun-10
Jun-11
Permanent Investments
Jun-10
8,315
Jun-11
Jun-10
Jun-11
*As of 2014 all companies in Colombia will change to the IFRS.
 As of June 30th, the Company’s assets reached USD 9.7 Bn, showing a fall of 5.0% compared to year-end 2010; this due
to declining market prices for its listed equity investments (versus the IGBC stock index falling by 9.2% since the
beginning of the year) as well as lower intrinsic values for its non-listed shares.
Liabilities
 During the first half of 2011, the Company paid off an issue of short term debentures for USD 131.8 MM as well as
financial obligations in the amount of USD 16.2 MM. The Company’s debt ratio at the end of Q2 2011 came to 3.4%.
 An issue of 10-year ordinary bonds worth USD 300 MM was placed in the international markets. Total demand amounted
USD 5.2 Bn (17.3x subscription level), which confirms the Company’s robust fundamentals and its growing recognition
on the international front.
Exchange rate: COP 1,772.32 / USD
41
GRUPOSURA key financial highlights - 1st half
2011 update (2/2)
 The Company performed well in 1H 2011 with earnings reaching USD 108.6 MM.
 This was mainly due USD 75.1 MM in dividends and interest payments on its investments as well as good performance
by its subsidiaries from which the Company posted USD 24 MM via the equity method.
 Profits from the sale of investments totaled USD 4.9 MM YTD.
 Operating expense included USD 5.2 MM in administrative expenses and USD 2.1 MM in payroll expense.
 Non-operating expense included USD 9.2 MM in interest paid on loans and USD 1.9 MM in additional expense on
derivatives.
 During 1H2010 the Company had extraordinary revenues of USD 166 MM due to the reclassification and sale of assets
from the insurance subsidiaries to GRUPOSURA, and the sale of its stake in Almacenes Exito. Therefore, 1H2011
results are not fully comparable.
Operating Revenues
(USD MM)
Net Income
(USD MM)
271
245
Extraordinary
revenues
166 *
Extraordinary
revenues
+4.3%
*
109
104
109
Jun-10
Jun-11
Exchange rate: COP 1,772.32 / USD
*Extraordinary revenues.
166
+10.2%
87
79
87
Jun-10
Jun-11
42
Index
1. GRUPOSURA
2. Expansion strategy
3. Key financial highlights
4. Appendix
Shareholders
Shareholder’s Base of June 30, 2011
Grupo Suramericana is listed in the following markets:
44
Financial Sector: Bancolombia
Full service bank, #1 in terms of total assets, deposits,
equity, net income and branch network in Colombia and El
Salvador
ADR III
Market capitalization*
USD 11.4 Bn
 # 1 in terms of total assets, deposits, equity and net income
 # 1 invoicing with credit card and 3,069,423 cards issued (27.9%
market share)
 # 1 Client base: 6 MM clients in Colombia and 1 MM in El Salvador
 # 1 Distribution Network: ATMs: 2,945; branches : 921; employees:
22,942
 Presence in 7 countries and more than 600 cities and towns
42,406
Operational figures (1H 2011)
38,421
34,906
Net loans growth
22.40%
Consolidated solvency ratio
13.70%
Past due loans (Overdue more
than 30 days) as percentage
of total loans
19.6%
18.5%
19.7%
18.0%
dic.-10
jun.-10
2.55%
dic.-09
Coverage for past due loans
35,259
187%
Source: Grupo Bancolombia, BVC, Superintendencia
Financiera de Colombia.
*As of September 30th 2011
Exchange rate: COP 1,772.32 / USD
Assets
ROE
jun.-11
Figures in USD MM
Operating revenues 1H 2011:
Back
USD 1,539 MM*
45
Financial Sector: Suramericana
Holding company of Colombia’s leading insurance and
social security group
 # 1 Insurance company in Latam excluding Brazil
and Mexico.
 Top 10 Insurance company in Latam.
 Present in Colombia, the Dominican Republic
and Panama.
Operational figures (1H 2011)
Insurance market share in
Colombia
21.5% (#1)
Net income
USD 34.3
MM
Assets growth
Shareholders’ equity
+26.5%
80,2%
19,8%
CORPORATIVE
BRAND
COMMERCIAL
BRANDS
USD 139.5
premiums per
capita
Market share
Suramericana; 21.5%
Other
(23);
31,5%
Other
Otras
(23);
31.6%
Swiss Re, SIGMA
Total revenues
Suramericana´s
affiliates USD
USD 752.4
MM
Bolívar; 9.2%
1,210
Estado; 4.0%
Previsora; 4.0%
Source: Suramericana, Fasecolda, BVC.
Colseguros /(Allianz
Allianz Colseguros
(Germany):
Alemania); 6.7%
6.7%
As of June 30th 2011
Exchange rate: COP 1,772.32 / USD
SOCIAL SECURITY
P&C AND LIFE
INSURANCE
Back
Market penetration
2.3%
MM
Mapfre
(Spain):9.1%
9.1%
Mapfre
(España);
Colpatria; 7.2%
Liberty (USA); 6.8%
46
Financial Sector: Protección
Second largest pension and severance fund in Colombia
Mandatory
14,261
16000.0
11,469
14000.0
14,594
12,399
2050.0
2,038
1,974
12000.0
2000.0
10000.0
1950.0
1,928
8000.0
1900.0
6000.0
1,894
4000.0
1850.0
2000.0
-
Market capitalization*
1800.0
Dec-09
USD 573 MM
Dec-10
Jun-10
Fund Value
Value (Million
(USD MM)
Fund
USD)
Severance
Operational figures (1H 2011)
887
819
702
800.0
22.8% (#2)
1,168
1150.0
1100.0
1050.0
400.0
1000.0
1,018
200.0
Affiliates
1200.0
1,079
600.0
Assets under
management
1,000
1200.0
1000.0
Market share in Colombia
Jun-11
Affiliates
1,003
950.0
-
900.0
USD 17.3 Bn
Dec-09
Dec-10
Fund
Value
(Million
Fund
Value
(USD USD)
MM)
Jun-10
Jun-11
Affiliates
3.3 MM
Voluntary
ROE
14.6%
1800.0
1600.0
1,650
1,366
1,669
1,415
125.0
120.0
1400.0
115
1200.0
120
115.0
1000.0
Operating income
USD 80.0 MM
800.0
110
600.0
110.0
107
400.0
200.0
105.0
-
Source: Protección, BVC.
*As of September 30th 2011
Exchange rate: COP 1,772.32 / USD
100.0
Dec-09
Back
Dec-10
Jun-10
Fund
USD)
FundValue
Value(Million
(USD MM)
Jun-11
Affiliates
47
Industrial Sector: Grupo Nutresa
Holding company of the largest processed food
conglomerate in Colombia with presence in 74 countries.
Own distribution network in 12 countries, including
Colombia and production plants in 8 countries
 In July 2011 Grupo Nutresa issued preferred shares for an amount
of USD 300 MM.
ADR I
Market capitalization*
USD 5.6 Bn
Operational figures (1H 2011)
Market Share in Colombia
 The total demand surpassed the amount offered by 17.6 times.
2,589
2,516
61.1% (#1)
1,173
12.0%
EBITDA
USD 158.5
MM
dic.-10
Consolidated revenues
Figures in USD MM
Source: Grupo Nutresa, BVC.
Back
1,320
12.0%
149
117
dic.-09
*As of September 30th 2011
Exchange rate: COP 1,772.32 / USD
12.6%
12.1%
70
jun.-10
Net income
65
jun.-11
EBITDA margin
Operating revenues 1H 2011:
USD 1,320 MM
48
Industrial Sector: Inversiones Argos
Leader in the Colombian cement industry and fifth largest
cement producer in Latin America and the fourth ready mix
producer in United States
 In May 2011 Cementos Argos acquired from the world leader in
building materials, Lafarge, cement and ready mix assets in the
U.S. for USD 760 MM.
ADR I
Market capitalization*
USD 5.9 Bn
Operational figures (1H 2011)
 With this transaction Argos' total installed capacity in the countries
in which it has presence reaches 16 MM metric tons of cement and
14 MM cubic meters of ready mix per year.
3,052
2,534
34.6%
Market Share in Colombia
31.1%
32.1%
51.0% (#1)
25.9%
1,555
993
Exports of cement and ready
mix
39
countries
511
219
dic.-09
dic.-10
Consolidated revenues
Figures in USD MM
Source: Inversiones Argos, BVC.
*As of September 30th 2011.
Exchange rate: COP 1,772.32 / USD
Back
107
jun.-10
Net income
95
jun.-11
EBITDA margin
Operating revenues 1H 2011:
USD 1,554 MM
49