Extraordinary Assembly 2021 - July 13

INSTRUCTIONS TO PARTICIPATE IN THE EXTRAORDINARY SHAREHOLDERS MEETING

(jULY 13, 2021)

The Extraordinary General Shareholders meeting will take place on July 13, 2021 at 8:00 a.m., at the main office of the Company, located on Carrera 7 No. 71-21, Torre B, Office 1201 of Bogotá D.C. The shareholders will not be able to attend personally the Assembly, but must be represented through one of the following proxies:

  • Luz María Mercado - C.C. 35.199.039 - Asociada Principal de PPU - luzmaria.mercado@ppulegal.com

  • Edgar Elías Muñoz Jassir - C.C. 79.796.500 - Socio Muñoz Aya Legal - emunoz@malegal.co

  • Catalina Rojas - C.C. 52.809.350 - Socia Governance Consultants - crojas@governanceconsultants.com

The proxies will be present during the entire meeting for the purpose of guaranteeing a quorum and will attend to the express instructions of the vote directions for each of the proposals on the agenda. Through this mechanism, shareholders' participation in the Assembly is guaranteed, without incurring additional costs. Likewise, it is reported that none of the external attorneys is an administrator or employee of the Bolsa de Valores de Colombia S.A.

Shareholders will be able to follow the meeting of the Assembly through the link published on the aforementioned Web Portal. This transmission allows real-time monitoring of the Assembly, however it does not give access to the active participation of shareholders at the time of voting.

Shareholders interested in participating in the Shareholders' Meeting, in accordance with Decree 398 of 2020, must fully identify themselves, for which the shareholders must submit to bvc´s General Secretary (secretaria@bvc.com.co) the following documents:

  • Acting as shareholder natural person: i) Copy of the identity document, and iii) Proxy with voting instructions.

  • Acting as shareholder Legal Entity: i) Copy of the identity document of the legal representative who granted the power of attorney; ii) Certificate of existence and legal representation with a date of issue not older than 3 months; and iii) Proxy with voting instructions.

In order to make the corresponding registration at the Assembly, proxies will be received through the e-mail address indicated above from June 11 until July 9, 2021. Notwithstanding the deadline, it is recommended that proxies be granted sufficiently in advance in order to ensure the normal functioning of the Assembly.

ON-LINE ACCESS TO THE EXTRAORDINAY ASSEMBLY SHAREHOLDER´S MEETING 2021

agenda

extraordinary shareholders´ assembly

I. Quorum Verification

II. President and Secretary of the Assembly designation (paragraph - article 36 corporate bylaws)

III. Reading and consideration of the agenda

IV. Designation of the commission for the scrutiny, review and approval of the minutes

V. Election by unanimity, of one member who has the status of non-independent of the Board of Directors to occupy the vacancy, August 2021-March 2023 period (Article 197 Code of Commerce)

VI. Alternative Proposal No. 1 Election (in the case of the decision of point V is not unanimously approved by attendees): Election of Election of Independent Members of the Board of Directors for the period August 2021-March 2023

VII. Alternative Proposal No. 2 Election (in the case of the decision of point V is not unanimously approved by attendees): Election of Non Independen of the Board of Directors for the period August 2021-March 2023

NOMINATIONS OF CANDIDATES TO THE BOARD OF DIRECTORS

DEADLINE FOR THE NOMINATION OF CANDIDATES TO THE BOARD OF DIRECTORS

Dear Shareholders:

Bolsa de Valores de Colombia S.A (bvc) summoned to Extraordinary General Shareholders meeting, that will take place on 13 july 2021 at 8:00 a.m., at the main office of the Company, located on Carrera 7 No. 71-21, Torre B, Office 1201 of Bogotá D.C.

At this meeting, Board of Directors members for the period August 2021 - March 2023 will be elected, according to the article 31 of corporate bylaws, which is available for consult on bvc´s webpage, in the following link.

In accordance of the above, in the article 47 of bvc´s corporate bylaws states that the board of directors should be composed by thirteen (13) main members, from which seven (7) of them should have the quality of independents. Likewise, the general qualities that must accredit all candidates are regulated, as well as their inabilities and incompatibilities, along with the special conditions that all candidates must accredit to be independent members of the Board of Directors.

Taking into account the call of notice for the Extraordinary Shareholder´s Meeting took place on June 11, 2021, the deadline for all shareholders to nomine their candidates for members of the Board of Directors is June 25, 2021, according with the numeral 2 of the article 4.1.2.3 of the bvc´s Corporate Governance code that can be consulted using the following link.

For the nomination procedure the shareholders must submit to bvc´s General Secretary (secretaria@bvc.com.co), no later than June 25, 2021, the nominated candidates' information (independent and non-independent), accompanied by their resume form with its annexes, along with the Declaration of Independence required for those candidates that aim to become independent members of the Board of Directors of Bolsa de Valores de Colombia S.A.

To view and download the mentioned forms, click in the following documents:

-Resume form for members of the Board of Directors (4 spreadsheets in Excel format applies to ALL candidates).

-Declaration of independence (applies only to those individual candidates to occupy positions as independent members).

-Board of Directors Election Schedule


MODELS FOR POWERS OF ATTORNEY

In accordance with the provisions of Article 35 of the Stock Exchange Bylaws, and in view of the health emergency caused by the spread of Covid-19, and in order to protect the health of the attendees, shareholders will not attend the Meeting in person, but must be represented by the following proxies:

  • Dr. Luz María Mercado - C.C. 35.199.039 - Senior Associate of PPU - Luzmaria.mercado@ppulegal.com

  • Dr. Edgar Elías Muñoz Jassir - C.C. 79.796.500 - Partner Muñoz Aya Legal - emunoz@malegal.co

  • Dr. Catalina Rojas - C.C. 52.809.350 - Partner Governance Consultants - crojas@governanceconsultants.com

Each shareholder must be represented at the Meeting by a written proxy indicating the name of the proxy selected from those listed above, as well as the voting instructions for each of the items on the agenda. In any case, the proxy must indicate the date of the meeting at which the proxy may act. Proxies granted abroad shall only require the above-mentioned formalities.

Taking the preceding into account, you will find below the models of powers-of-attorney that may be used at the Extraordinary Shareholders Meeting next July 13, 2021:

Power-Of-Attorney For An Individual

Power-of-Attorney for a Legal Entity

MINUTES OF THE ORDINARY GENERAL SHAREHOLDERS' MEETING