Nuestra Empresa - ISA

Attendance and Representation

Asamblea General 2013

Each year and by means of a convening announcement made by ISA's CEO, the General Assembly of Shareholders gathers at the Regular Shareholders’ meeting to study the Company's situation, elect the Board of Directors, consider the accounts and financial statements of the previous fiscal year, solve the distribution of earnings and agree on provisions aimed at ensuring compliance with the corporate purpose and common interest of shareholders.​

 

What do you need to know about participation in the Regular Shareholders' Meeting?

 
  • ​​In order to reinforce and guarantee the right of inspection and information of shareholders before the Regular Shareholders Meeting, shareholders regardless of the size of their shareholding, have the right to propose the introduction of one or more items to be discussed in the agenda of the Regular Shareholders´ Meeting, within five (5) calendar days following the publication of the convening announcement, and provided that the request of the new items includes a justification.
     
    If the request is dismissed by the Board of Directors, the Board is obliged to reply in writing those requests supported by a minimum of 5% of the share capital, explaining the reasons motivating its decision and informing shareholders about their right to pose their proposals during the celebration of the Regular Shareholders’ Meeting.
     
    In the event the Board of Directors accepts the request, as the time for shareholders to propose items has elapsed, an addendum of the Regular Shareholders' Meeting convening announcement will be published, at least fifteen (15) calendars days before the meeting.​
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  • In the same period of five (5) calendar days following the publication of the convening announcement, shareholders may present in a solid basis new Agreement Proposals on issues already included in the Agenda, and the Board of Directors will act accordingly.
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  • On this basis, for the proposals related to the election of the Board of Directors, the following documents must be attached during the aforementioned period: (i) written communication accepting to be included in the list of candidates for the Board and (ii) written communication of each candidate expressing compliance with the independence requirements provided in the second paragraph of Article 44 of Law 964 of 2005, when proposed as such.
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  • Shareholders have the right to request (at least five (5) business days in advance to the celebration of the Regular Shareholders Meeting) information or clarifications deemed necessary through the traditional channels, and/or when it applies, regarding new technologies, or to formulate written questions deemed necessary in relation to issues of the Regular Shareholders' Meeting agenda.
     
    Information will be rejected if it results unreasonable, irrelevant, confidential, or when its disclosure puts at risk the competitiveness of the Company. Likewise, when the response provided to a shareholder generates an advantage position against others, the Company will guarantee access to such response to the other shareholders.

 
  • At ISA's headquarters in Medellin, an office called "Shareholder Service Office" will be available. It will have the support of the Vice-presidency for Legal Affairs and Vice-presidency of Corporate Finance, in order to provide documents to shareholders to exercise the right of inspection within fifteen (15) business days prior to the Shareholders Meeting, such as: financial statements, management reports, minutes of the Shareholders’ meetings, and minutes of the Board's meetings.
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  • Although the meeting being scheduled for 9:00 AM, shareholder's registry will be open from 7:00 AM to facilitate and speed up the registration and verification of proxies.
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  • Shareholders who are natural or legal persons who wish to personally attend the Regular Shareholders Meeting just require to come at the time and place set for the meeting and register showing their identification document (for natural persons), or the certificate of incorporation and legal representation shown by the legal representative (for legal persons).​
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  • In the case of underage shareholders, they must be accompanied by one of their parents with the birth certificate, NUIP, or Minor's I.D. Card in order to verify they are their legal representative.
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  • Shareholders may be represented at the shareholders’ meeting, and they may delegate their vote to anyone, whether shareholders or not, by proxy granted in writing, indicating proxy or legal representative, the person that may be replaced by the latter, in the event, date or time of the meeting or meetings for which it is vested.
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  • Additional formalities will not be required for proxies granted abroad.
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  • Each shareholder, whether a natural or legal person, may designate only a proxy before the General Assembly of Shareholders, regardless of the number of shares he/she holds.
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  • The proxy or representative of a shareholder cannot split the vote of his represented person, which means that he/she is not allowed to vote with one or more represented shares, in a certain way or by certain people, and with one or other shares in different sense or by other people. This individuality of voting does not oppose that the representative of several shareholders may vote in each case, following in a separate way the instructions given to him/her by each person or each group represented.
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  • The power may be submitted through electronic, optical or similar means, provided that the requirements established in Law 527 of 1999 and the rules that add, modify or replace it are fulfilled.
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  • Proxies may not be granted to the Company´s administrators or employees.​
 
 
  • At the Shareholders’ meeting place, the staff of the Medellin's Chamber of Commerce for Antioquia will attend to issue the certificates of incorporation and legal representation required. Also, the provider FIDUCIARIA BANCOLOMBIA S.A. (FIDUCOLOMBIA) will attend. Both, for the purpose of supporting the Shareholders’ meeting, shall carry out the registration process and the vote counting (quorum), among other activities.
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  • A commission of advisors from FIDUCOLOMBIA will be responsible for verifying the certificates of incorporation and legal representation of legal persons and the proxies granted by natural and legal persons. This commission will have special knowledge of the following regulation: Article 184 and 185 of the Code of Commerce, ISA's Bylaws​ and the External Circular 24 of 2010 (Basic Legal Circular 028 of 2014 – Part III, Title I, Chapter VI).
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  • The software to be used by FIDUCOLOMBIA will include a database of all shareholders, as well as the list of all ISA's employees and contractors, with the purpose to automatically reject (from registration) the proxies granted to ISA's employees or contractors.​
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  • At the Assembly a fax and electronic media will be provided to be used by those persons who require sending the proxies by these media and thus speed up and guarantee their participation.
     
    The shareholder's support line 018000115000 of ISA is enabled to address any doubt of shareholders.
 
Consult here the communication sent by the Chairman of ISA's Board of Directors to the Superintendence delegated for Issuers, Investment Portfolio and other agents, where actions to comply with the External Circular 24 of 2010 (Basic Legal Circular 028 of 2014 – Part III, Title I, Chapter VI)*.​
* In Spanish