Ordinary General Shareholder´s Meeting 2020
INSTRUCTIONS TO PARTICIPATE IN THE GENERAL SHAREHOLDERS MEETING
(MAY 18, 2020)
PRE-REGISTRATION OF SHAREHOLDERS TO JOIN THE MEETING
Shareholders interested in participating in the online General Shareholders Meeting, in accordance with Decree 398/2020, must fully identify themselves, for which they need to send the following to the email address email@example.com:
1. Information of the person who will participate in the General Shareholders Meeting, either as a shareholder or as a shareholder’s proxy:
Role (individual shareholder, registered agent of the shareholder company, or proxy)
2. 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 General Shareholders Meeting, said information shall be received from May 8th until May 15, 2020, 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 General Shareholders Meeting.
To register for and access the General Shareholders Meeting platform, the shareholders or their proxies, as applicable, need to enter the following link: https://asamblea2020.bvc.com.co/. The General Shareholders Meeting platform will be available one hour before the meeting is due to start. The registration and voting instructions can be consulted here.
As indicated in the call notice, shareholders that do not comply with the pre-registration procedure shall neither be able to access the General Shareholders 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 a platform will be used that is designed to facilitate the participation of the shareholders; however, 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: firstname.lastname@example.org.
ON-LINE ACCESS TO THE ORDINARY GENERAL SHAREHOLDER´S MEETING 2020
The General Shareholders Meeting will be directly broadcast in Spanish and English at the following link: https://asamblea2020.bvc.com.co/. However, this broadcast does not permit access to the voting system that will be used to decide on the proposals submitted for the shareholders’ consideration. Therefore, pursuant to paragraph three, Article 44, of the Company By-laws, shareholders interested in requesting information or clarifications about the topics on the agenda, documentation received, or the public information provided by the Company to hold this meeting must send their request to the email address email@example.com by 5:30 p.m. (Bogotá time) on Friday, May 15, 2020, at the latest.*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.)
ORDINARY GENERAL SHAREHOLDERS’ ASSEMBLY
OF BOLSA DE VALORES DE COLOMBIA S.A.
ORDINARY MEETING – MAY 18TH, 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.
NOMINATIONS OF CANDIDATES TO THE BOARD OF DIRECTORS
ORDINARY SHAREHOLDER’S MEETING CANDIDATES NOMINATION for THE BOARD OF DIRECTORS
NOMINATION OF CANDIDATES TO THE BOARD OF DIRECTORS
Bolsa de Valores de Colombia S.A (bvc) summoned to the not in person Ordinary General Shareholders’ Meeting, that will be held on 18 May 2020 at 9:00 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 2020
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:
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 May 18th 2020, the deadline for all shareholders to nominee their candidates for members of the Board of Directors was 10 March 2020, According with the numeral 2 of the article 126.96.36.199 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 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).
According to the numeral 4 of article 188.8.131.52 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 firstname.lastname@example.org. 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
REPORTS AND FINANCIAL STATEMENTS
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 May 18, 2020. These statements correspond to the Year End Accounting period of December 31, 2019.
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 May 18, 2020:
ELECTED BOARD OF DIRECTORS
April 2020 - March 2021
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 2020 - March 2021.
The election of the Board of Directors was carried out by the Shareholders' Meeting at the ordinary shareholders' meeting on May 18, 2020.
NON INDEPENDENT MEMBERS: