Ordinary General Shareholder´s Meeting 2020

important notice

The CEO of Colombia Securities Exchange (bvc) informs to shareholders that, within the framework of the sanitary emergency declaration decreed by the National Government through Resolution 385 of 12 March 2020 and the national mandatory preventive isolation ordered from 25 March 2020 for a period of 19 days, it has been decided to postpone the General Shareholders’ Meeting summoned for 25 March 2020.

The foregoing, by virtue of the provisions established in the Decree 434 of 2020, which authorize to carry out ordinary shareholders meetings in the following month after the ending of the sanitary emergency declared in the national territory.

Therefore, given the impossibility to carry out the meeting summoned by a case of force majeure derived from the public order measures adopted by the National Government, the Shareholders’ Meeting will be summoned again, using the mechanisms and terms provided in the corporate bylaws to summon ordinary shareholders’ meetings.


AGENDA

ORDINARY GENERAL SHAREHOLDERS’ ASSEMBLY

OF BOLSA DE VALORES DE COLOMBIA S.A.

ORDINARY MEETING – MARCH 25TH, 2020


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 in charge of approving the minute

V. Approval of the Annual Management Report of the Board of Directors and the CEO of bvc, includes:

· Corporate Governance report

· Audit and Risk Committee report

VI. External Auditor’s report

VII. Approval of the (consolidated and standalone) financial statements of year 2019

VIII. Study and approval of the profit distribution proposal

IX. Resignation acceptance of Board of Directors member

X. Election by unanimity, of member who has the status of non-independent of the Board of Directors to occupy the vacancy, April 2020 – March 2021 period (Code of Commerce Article 197 )

XI. Alternative Proposal No. 1 (in the case of the decision of point X is not unanimously approved by the attendees): Election of Independent Members of the Board of Directors for the period (April 2020 – March 2021).

XII. Alternative Proposal No. 2 (in the case of the decision of point X is not unanimously approved by the attendees): Election of Non-Independent Members of the Board of Directors for the period (April 2020 – March 2021).

XIII. Corporate social responsibility program.

XIV. Shareholders’ proposals.


REPORTS AND FINANCIAL STATEMENTS


1. Management report 2019

2. Financial Statements 2019

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 25, 2020. These statements correspond to the Year End Accounting period of December 31, 2019.

a) Separate and Consolidated Financial statements

3. Profits Distribution Project

4. Corporate Governance Report

5. Audit and Risk Committee's Annual Report

NOMINATIONS OF CANDIDATES TO THE BOARD OF DIRECTORS


ELECTIONS

ORDINARY SHAREHOLDER’S MEETING CANDIDATES NOMINATION for THE BOARD OF DIRECTORS

NOMINATION OF CANDIDATES TO THE BOARD OF DIRECTORS

Dear Shareholders:

Bolsa de Valores de Colombia S.A (bvc) summoned the Ordinary General Shareholder´s Meeting that will be held on Wednesday March 25th 2020 at 11:00 am in the facilities of JW Marriot Hotel, rooms “Real I-II”, located at Calle 73 # 8-60, in the city of Bogotá D.C.

At this meeting, Board of Directors members for the period April 2020 - March 2021 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 will take place on 25 March 2020, the deadline for all shareholders to nominee their candidates for members of the Board of Directors is 10 March 2020, 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/1xpmi1Av0t7L8qg7hc4FzMjr1OfWwPKl1/view

For the nomination procedure the shareholders must have submitted to bvc´s General Secretary, no later than 10 March 2020, the list of nominated candidates for (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


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., BBVA Colombia S.A. and Porvenir S.A., which are sufficient to be part of the Board of Directors for the period April 2020 - March 2021.

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 Directors of Bolsa de Valores de Colombia S.A

March 12th of 2019

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 2020 - March 2021.

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
  • Roberto Junguito Bonnet
  • Federico Rengifo Vélez
  • Sergio Clavijo Vergara
  • Luis Miguel González Espinosa
  • Juan Rafael Pérez Vélez
  • Rafael Aparicio Escallón


The Lists of Candidates can be registered by sending them to bvc´s General Secretary at secretaria@bvc.com.co. Likewise, the day of the Ordinary General Shareholder´s Meeting, the Lists of Candidates may be registered at the Assembly Secretary, until just before starting with item XI of the agenda “Election of Independent Members of the Board of Directors for the statutory period (2020-2021)”, and item XII “Election of Non- Independent Members of the Board of Directors for the statutory period (2020-2021), as appropriate.

Daily bvc will report, through its website, the Lists of Candidates registered that fulfill the legal and statutory requirements.

LISTS OF CANDIDATES

1. List of non-independent and independent members

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 25, 2020:

Directions for the presentation of powers of Attorney

Power-Of-Attorney For An Individual

Power-of-Attorney for a Legal Entity

ORDINARY GENERAL SHAREHOLDER´S MEETING REGULATION