Shareholders within the group of stakeholders of Grupo Bolivar:
Principles:
The guiding principles below are applicable to the shareholders of GRUPO BOLÍVAR S.A.
Art. 1°. Prevalence of Corporate Governance provisions. Corporate Governance provisions are a set of regulations composed by the National Laws in effect on this matter, the Company’s bylaws and the amendments thereof, the Good Governance Code and any supplementary attachments being part of the Code (Rules of the Assembly of Shareholders, the Board of Directors and the Conflict of Interest Manual), the Code of Ethics, as well as any other conduct-related provisions pointed out in the documents issued by the Company.
In case of any conflict between the regulations composing the Corporate Governance System for purposes of interpretation, the order of prevalence shall be as follows: the Legal Provisions in effect, the Company’s bylaws, the Good Governance Code, the Code of Ethics, the Rules of the Assembly of Shareholders, the Rules of the Board of Directors, the Conflict of Interest Manual and ultimately any other supplementary provisions.
Art. 2°. Access to information. If a shareholder or group of shareholders requests any sort of relevant information of GRUPO BOLIVAR S.A., the same shall be analyzed through the Contact Point of Shareholders’ and Other Stakeholders’ Assistance appearing at the corporate website. In case the request is admitted, information shall be forwarded to the competent instances for reply thereof within a term of 15 common days. In case reply is provided to the stakeholder, the same shall be made available to all shareholders under equal opportunities and conditions. However, GRUPO BOLIVAR S.A. shall abstain from providing any proprietary, confidential information related with the Company’s trade secrets, or which disclosure may undermine the interests of the Company.
Art. 3°. Prevalence of corporate interest in case of conflict of interest. Shareholders, in furtherance of their duty of cooperation for achieving the corporate purpose, must act with loyalty; in case of facing an eventual conflict of interest with the Company, they shall act by giving prevalence to the interests that inure upon the Company over their own interests.
Rights and Obligations of Shareholders Extrajudicial mechanisms:
Extrajudicial mechanisms are those through which any shareholder of GRUPO BOLÍVAR S.A., without requiring court order, may solve eventual conflicts or controversies it may have with the Company, the Managers or other shareholders.Art. 36°. Direct settlement stage. Controversies taking place between shareholders and the Company or between shareholders acting as such, or between them and the managers, during the effective term of the company or at the time of dissolution and at the liquidation thereof, shall be initially solved under a direct settlement stage and in case that no agreement is reached, they must be submitted to the mandatory decision of an Arbitral Tribunal.
The direct settlement stage shall have a maximum term of two months computed as from the date on which the request is submitted by the shareholder before the General Secretary’s Office of Grupo Bolívar S.A.
Art. 37°. Financial Superintendence of Colombia. Prior analysis of the facts supporting the petition submitted by the minority shareholders and determination of the circumstances, the Financial Superintendence may adopt any measures to prevent the violation of rights and the restitution of the balance and the principle of equal treatment between shareholders.
In turn, minority shareholders may resort to the Financial Superintendence in order for the latter to adopt the measures required, whenever it believes there are facts or circumstances that jeopardize the protection of their rights, or that an eventual damage to the Company shall be caused.
Judicial Mechanisms:Judicial mechanisms enable shareholders to involve the Courts or an Arbitral Tribunal in the solution of eventual conflicts or controversies that shareholders might have with the Company, the Managers or other shareholders between them in their condition as such.
Art. 38°. Arbitral Tribunal. Any controversies between the shareholders and the Company or between the shareholders as such, or between them and the managers, during the effective term of the company or at the time of dissolution and the period of liquidation, and that are liable of being settled and that could not be solved initially at a direct settlement stage, may be solved by decision of an Arbitral Tribunal. The establishment and appointment of the Tribunal, as well as the rules for the operation thereof shall be as provided in the legal provisions governing this matter.
Art. 39°. Courts. Any controversies between the shareholders and Grupo Bolívar S.A., or between the shareholders as such, or between them and the managers and that legally cannot be solved through an Arbitral Tribunal, prior exhaustion of the direct settlement stage, shall be solved in law through judicial proceedings.
Art. 40°. Jurisdictional Functions of the Colombian Financial Superintendence. The Financial Superintendence holds jurisdictional functions as a judge for such matters set forth in Art. 22 hereof. Therefore, when a number of shareholders of GRUPO BOLÍVAR S.A. representing an amount of shares not greater than fifteen percent (15%) of the outstanding shares and not having representation within the management of GRUPO BOLÍVAR S.A., believe that their rights have been directly or indirectly impaired by the decisions of the General Assembly of Shareholders or the Board of Directors or the legal representatives of the Company, they may request to the Financial Superintendence, in writing, to analyze the facts supporting their request.
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