Ordinary General Shareholder´s Meeting 2021

INSTRUCTIONS TO PARTICIPATE IN THE GENERAL SHAREHOLDERS MEETING

(MArch 26, 2021)


INSTRUCTIONS TO PARTICIPATE IN THE GENERAL SHAREHOLDERS MEETING

(MARCH 26, 2021)


Shareholders interested in participating in the virtual Shareholders' Meeting, in accordance with Decree 398 of 2020, must fully identify themselves, for which purpose 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 by entering this link:


  1. Initial registration on the platform


  • This stage of the process must be carried out only once, when entering the system for the first time.

  • Once you enter the platform in the link indicated above, you must select the option "Register", fill in the personal information requested and create a password.

  • You will receive a verification code in the registered email, which will allow you to enter the platform.


  1. Enter the platform to pre-register: (once the stage of numeral 1 has been completed).


  • Once you enter the platform in the link indicated above, you must enter your username and password. Remember that your username is the registered email address and the password is the one created at the time of the initial registration.

  • You will receive a verification code in the registered email, which you must enter in the platform (This code is dynamic and you will receive a different one each time you try to enter the platform).

  • When entering, you will find the catalog of assemblies managed by the platform, select "bvc", and then select "pre-registration".

  • All documents to be attached must be in PDF.

  • If you are acting on your own behalf, you must enter your identification document number and attach a copy of your ID.

  • If you are acting on behalf of a shareholder (either by proxy or in legal representation), you must enter the shareholder's identification number (NIT or citizenship card, without dots or NIT verification digit) and attach the following documents:

    • If he/she is a proxy of a shareholder natural person: i) Copy of the identity document of the natural person you represent, ii) Copy of the identity document of the proxy, and iii) Power of attorney granted.

    • If it is a legal representative of a shareholder Legal Person: i) Copy of the identity document of the legal representative; and ii) Certificate of existence and legal representation with a date of issue not older than 3 months.

    • If you are a proxy of a shareholder Legal Entity: i) Copy of the identity document of the proxy; ii) Certificate of existence and legal representation with a date of issue not older than 3 months, iii) Copy of the identity document of the legal representative who granted the power of attorney; and iv) Power of attorney.


3. Entry to the platform on the day of the Meeting (Once the stage of items 1 and 2 has been completed).


  • The virtual Shareholders' Meeting will be held on this same platform and only those who have successfully completed the pre-registration will be able to enter.

  • On the day of the Meeting, the pre-registered shareholder or proxy must enter the platform through this link, and click on the link that appears in the "Conference" field to simultaneously connect to the Zoom meeting, which will be the scenario where bvc's Management and its shareholders or proxies will interact.

  • The shareholder or proxy must be simultaneously connected to the Zoom meeting and the voting platform in order to be able to participate and vote in the Meeting.

Important: In order to carry out the corresponding pre-registration to enter the virtual Assembly, the platform will be available to upload the aforementioned information from March 15 until March 22 at 5:30 pm, Bogota time. In any case, from March 1st the platform will be available for the initial registration stage on the platform.


It is recommended that the information and the corresponding documents for the pre-registration stage be uploaded on the platform with due anticipation in order to satisfactorily complete the entire process, and thus allow for the normal operation of the Assembly. The pre-registration process is essential for Shareholders to be able to participate in the Meeting. This requirement is necessary to access the Meeting platform and to vote on the proposals submitted for consideration.


The virtual Shareholders' Meeting will be held on this same platform and only those who have successfully completed the pre-registration will be able to enter.


bvc reminds shareholders that a platform designed to facilitate the participation of shareholders will be used for the development of the virtual Shareholders' Meeting; however, it is necessary that shareholders or their proxies ensure that they have the appropriate internet connection and capacity, in order to guarantee their participation in the meeting.


The instructions for the technological platform that will allow shareholders to participate in the bvc Shareholders' Meeting can be downloaded here.


NOTE: In case of any doubts or if technical support is required, shareholders may contact the following channels: asamblea2021@bvc.com.co or the online chat that appears on the platform.


ON-LINE ACCESS TO THE ORDINARY GENERAL SHAREHOLDER´S MEETING 2021


The Shareholders' Meeting will be transmitted live at the link that will be indicated however, this transmission does not allow access to the voting system that will be used to decide the proposals to be submitted to the consideration of the shareholders.

ON-LINE ACCESS TO THE ORDINARY GENERAL SHAREHOLDER´S MEETING 2021

AGENDA

ORDINARY GENERAL 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. Approval of the Annual Management Report of the Board of Directors and the CEO of bvc of year 2020, includes:

  • Corporate Governance report

  • Audit and Risk Committee report

VI. Statutory Auditor's Report

VII. Approval of the (consolidated and stand alone) financial statements of year 2020

VIII. Study and approval of the Reserves stockpiling and profits distribution proposal

IX. Approval of statutory reform:

  • Powers to authorize the conclusion of contracts

  • Adoption of Code of Best Corporate Practices’ recommendations

X. Election of Independent Members of the Board of Directors for the statutory period (2021-2023).

XI. Election of Non-Independent Members of the Board of Directors for the statutory period (2021-2023).

XII. Establishment of the fees for the members from Board of Directors

XIII. Election of External Auditor for the statutory period (2021-2023), and approval of its budget allocation for its administration

XIV. Corporate social responsibility program / annual donations program

XV. Shareholders’ proposals. (article 44 corporate bylaws)

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 the not in person Ordinary General Shareholders’ Meeting, that will be held on 26 March 2021 at 8:00 a.m. through the technological platform that will allow shareholders to participate and whose specific characteristics will be timely indicated on bvc’s website https://gobiernocorporativo.bvc.com.co/ in the menu “Asambleas” option “Asamblea 2021"

At this meeting, Board of Directors members for the period April 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:

https://drive.google.com/file/d/1dIRdoqEv20g0TfHdh1PYu7V1UozGrYEn/view

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 notice for the Ordinary General Shareholder´s Meeting that took place on February 22th 2021, the deadline for all shareholders to nominee their candidates for members of the Board of Directors is 11 March 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: https://drive.google.com/file/d/1hVSwHXqLXfEbv_C-1tJ7VuZp1AGL0Cfs/view

For the nomination procedure the shareholders must submit to bvc´s General Secretary (secretaria@bvc.com.co), no later than 11 March 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


NOMINATION OF CANDIDATES TO THE BOARD OF DIRECTORS

Dear Shareholders:

According to the numeral 4 of article 4.1.2.3 of the Corporate Governance Code of the Company, the Legal Counsel of Bolsa de Valores de Colombia informs that thirteen (13) candidates were nominated to be members of the Board of Directors by the following shareholder Valores Bancolombia S.A. Comisionista de Bolsa, B3 S.A. - Brasil Bolsa Balcao, Universidad de Medellín, BTG Pactual S.A. Comisionista de Bolsa, Credicorp Capital Colombia S.A., and Porvenir S.A. which are sufficient to be part of the Board of Directors for the period April 2021 - March 2023.

In compliance with the Code of Good Governance, the resumes of the nominated members to be part of the Board of Directors of BOLSA DE VALORES DE COLOMBIA S.A. are published below:

NOMINATED CANDIDATES AS INDEPENDENT MEMBERS:

NOMINATED CANDIDATES AS NON INDEPENDENT MEMBERS:


ELIGIBLE CANDIDATES TO BE MEMBERS OF THE BOARD OF DIRECTOS OF BVC

March 15th of 2021

Bolsa de Valores de Colombia reports that today the Corporate Governance Committee verified that the candidates presented by the Shareholders fulfill the legal and statutory requirements to be members of the Board of Directors for the period April 2021 - March 2023.

As the result of the verification of requirements, the following candidates are eligible to be members of the Board of Directors:

Candidates as independent members:

  • Mauricio Rosillo Rojas

  • Germán Salazar Castro

  • Carlos Alberto Rodríguez López

  • Jaime Castañeda Roldán

  • Roberto Belchior Da Silva

  • Aura Marleny Arcila Giraldo

Candidates as non-independent members:

  • Santiago Montenegro Trujillo

  • Federico Rengifo Vélez

  • María Ximena Cadena Ordoñez

  • María Fernanda Suárez Londoño

  • Juan Pablo Galán Otálora

  • Juan Rafael Pérez Vélez

  • Rafael Aparicio Escallón

REPORTS AND FINANCIAL STATEMENTS

1. Management report 2020

2. Financial Statements 2020 (Spanish version)

The following documents are the Individual and Consolidated Financial Statements of the Bolsa de Valores de Colombia S.A., which will be subject to consideration by the General Assembly of Shareholders for its approval during the ordinary session that will take place on March 26, 2021. These statements correspond to the Year End Accounting period of December 31, 2020.

3. Profits Distribution Project

4. Approval of statutory reform

5. Establishment of the fees for the members from Board of Directors

6. Election of External Auditor for the statutory period (2021-2023), and approval of its budget allocation for its administration

7. Donation plan proposal

8. Corporate Governance Report

9. Audit and Risk Committee's Annual Report


MODELS FOR POWERS OF ATTORNEY

According to the provisions of Art. 35 of the Exchange Bylaws, absent or incapacitated shareholders may attend the General 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 General Shareholders Meeting next March 26, 2021:

Power-Of-Attorney For An Individual

Power-of-Attorney for a Legal Entity

Directions for the presentation of powers of Attorney

ELECTED MEMBERS

ELECTED BOARD OF DIRECTORS

April 2021 - March 2023

In compliance with the Good Governance Code, below are published the resumes of the members elected to the Board of Directors of the BOLSA DE VALORES DE COLOMBIA for the period April 2021 - March 2023.

The election of the Board of Directors was carried out by the Shareholders' Meeting at the ordinary shareholders' meeting on March 26, 2021.

INDEPENDENT MEMBERS:

1. Rafael Aparicio Escallón

2. Santiago Montenegro Trujillo

3. Federico Rengifo Vélez

4. María Fernanda Suárez Londoño

5. Juan Rafael Pérez Vélez

6. Juan Pablo Galán Otálora

7. María Ximena Cadena Ordoñez

NON INDEPENDENT MEMBERS:

1. Mauricio Rosillo Rojas

2. Germán Salazar Castro

3. Carlos Alberto Rodríguez

4. Jaime Castañeda Roldán

5. Roberto Belchior Da Silva

6. Aura Marleny Arcila Giraldo