Extraordinary Assembly

2022 JANUARY 31

REGIONAL INTEGRATION DOCUMENTS



Relevant documents to the process of integrating the ownership of the Colombian Stock Exchange, Santiago Stock Exchange (BCS) and Grupo BVL S.A.A. (BVL Group):



INSTRUCTIONS TO PARTICIPATE IN THE extraordinary SHAREHOLDERS MEETING

(january 31, 2021)



The Extraordinary Shareholders Meeting will be held on January 31 of 2022 at 11:00am, via online. The Shareholders interested in participating in the online Shareholders Meeting, in accordance with Decree 398 of 2020, must fully identify themselves, for which a technological platform has been made available, that will allow the interaction of shareholders or their representatives, for which they must follow the following procedure:



INSTRUCTIONS TO PARTICIPATE IN THE EXTRAORDINARY SHAREHOLDERS MEETING - JANUARY 31 OF 2022


PRE-REGISTRATION OF SHAREHOLDERS TO JOIN THE MEETING


Shareholders interested in participating in the online Extraordinary Shareholders Meeting, in accordance with Decree 398 of 2020, must fully identify themselves, for which they need to send the following to the email address secretaria@bvc.com.co:


  1. Information of the person who will participate in the General Shareholders Meeting, either as a shareholder or as a shareholder’s proxy:


  • Name

  • ID

  • Email address

  • Cellphone number

  • Role (individual shareholder, registered agent of the shareholder company, or proxy)


  1. Attach the following documents as a PDF or clear photograph of them with the aim to establish the identity of the shareholder or proxy, as applicable:

  • Individual shareholder: Copy of ID

  • Shareholder company: i) Certificate of incorporation and legal representation issued no more than three months ago, and ii) copy of the registered agent’s ID.

  • In the event of representation through a proxy: In addition to the previous documents, the respective proxy authorization must be sent in the same email, together with a copy of the proxy's ID.


Important: With the aim to carry out the applicable pre-registration to join the online Shareholders Meeting, said information shall be received from January17th until January 28, 2022, at 5:30 p.m. (Bogotá time). Despite the established deadline, the recommendation is to send the information and respective documents with due notice in order to ensure adequate registration and thereby enable the normal operation of the Extraordinary Shareholders Meeting.


To register and access the Meeting platform, the shareholders or their proxies, as applicable, need to enter the following link: https://asambleabvc2022.azurewebsites.net/. The Shareholders Meeting platform will be available one hour before the meeting is due to start. The registration and voting instructions can be consulted here.


Shareholders that do not comply with the pre-registration procedure shall neither be able to access the Meeting platform, nor be able to vote on the proposals submitted for consideration.


bvc reminds the shareholders that for the development of the virtual meeting the virtual platform Zoom will be used, that allows the participation of the shareholders through the access link that will be sent to the registered email, once registration has been completed on the Meeting platform. It is necessary that the shareholders or their proxies ensure that they have the ideal internet connection and capacity, in order to guarantee their participation in the meeting. This technical capacity is an essential requirement for the optimal functioning of the meeting.


If you have any queries, shareholders can contact bvc at the email: secretaria@bvc.com.co.



LIVE FOLLOW-UP OF THE VIRTUAL ASSEMBLY


The Shareholders' Meeting will be directly broadcast in Spanish and English on bvc's YouTube channel; however, this transmission does not allow the direct participation of the shareholder or access to the voting system that will be used to decide the proposals submitted for the shareholders’ consideration.


*bvc reports that the information the shareholders provide for the pre-registration procedure to participate in the General Shareholders Meeting is deemed reserved information, which is received in compliance with the legal duty of issuers to hold their ordinary general shareholders meetings and keep a record of them. Said information shall be used solely and exclusively for the purposes indicated in these instructions. (See Conceptos 14-22325 of 17-03-2014 and 14-75159 of 08-05-2014 by de la Superintendence of Industry and Commerce.)


Call of notice to the Extraordinary Shareholders' Meeting January 31, 2022.

ON-LINE ACCESS TO THE EXTRAORDINARY SHAREHOLDER’S MEETING

Click here and Enter our live stream

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 commissions for the scrutiny, and in charge of checking and approving the minute.


V. Presentation of the Integration Project of the BVL Group S.A.A. (BVL), Bolsa de Comercio de Santiago (BCS) with Bolsa de Valores de Colombia S.A. (bvc). This presentation includes: Integration Agreement Framework between shareholders; Exchange Ratio; final result of the Fairness Opinion regarding the exchange terms; Business Case and Due Diligence Results Process made to the three Exchanges by a suitable and independent firm.


VI. Consideration and approval of the Integration Project of the Bolsa de Valores de Colombia S.A. with the Bolsa de Comercio de Santiago and the BVL Group S.A.A., including the exchange ratio proposed by the Board of Directors and the Management, based on the recommendations made by the consultants who were hired for these purposes.


VII. Consideration and approval of the corporate bylaws reform (amendment of article 7).


VIII. Authorize the Board of Directors and the Management (legal representatives) within the scope of their attributions, they accept, sign and / or execute all the acts or contracts that bvc requires for the perfection of the Integration Project, to sign the documents that may be appropriate and adopt the necessary or convenient measures to achieve the materialization of the Integration Project.


PROXY FORMS FOR THE SHAREHOLDERS' MEETING


Instructions for the presentation of powers of Attorney and proxy forms


According to the provisions of Art. 35 of the Exchange Bylaws, absent or incapacitated shareholders may attend the Extraordinary Shareholders Meeting through a representative or attorney-in-fact, but subject to the following rules:

a. Except in the case of legal representation, neither management nor the employees of the company will be able to represent other shareholders while they are in their positions, nor substitute the powers conferred on them.

b. Each shareholder may be represented at the Meetings via a power of attorney issued in writing and stating the name of the proxy, the person entitled to replace them, if relevant, and the date or period of the meeting or meetings for which this power is granted.

The powers granted outside of the country will only require the formalities that are contemplated here.

Taking the preceding into account, you will find below the models of powers-of-attorney that may be used at the Extraordinary Shareholders Meeting January 31, 2022:

Power-Of-Attorney For An Individual

Power-of-Attorney for a Legal Entity

Instructions for the presentation of powers of Attorney

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS' MEETING