Each year, ISA’s CEO calls the General Shareholders’ Meeting to study the Group’s situation, elect the members of the Board of Directors, analyze the accounts and financial statements of the previous fiscal year, arrange the distribution of profits, and agree on provisions aimed at ensuring compliance with the business purpose and common interest of shareholders.
It ensures that the General Shareholders’ Meeting accomplishes its objectives, and makes debate and decision-making easier, within a framework of respect and participation. The Board of Directors has legally and statutorily adopted the Functioning Regulations of the General Shareholders’ Meeting.
Consult here the historical information of the General Assembly of Shareholders meetings held by ISA, as well as the call, the proposals and the transmission video of the same.
Find here the documents that are useful for you as shareholder attending the Meeting. Also, find here a special selection of the minutes and historical decisions from previous Meetings.
Remuneration Policy for the Board of Directors:
It describes the criteria to be taken into account for proper remuneration to the members of the Board of Directors.
Board of Directors Succession Policy:
It proposes the principles to nominate the best candidates to join the Board, ensuring its effective operation and contribution to the achievement of organizational objectives.
External Auditor Corporate Policy:
It defines all the guidelines for selecting, appointing, disqualifying and changing the External Auditor in ISA and our companies
Our main purpose “CONNEXTIONS THAT INSPIRE” invites us to be co-responsible and to act coherently to keep contributing to prevention and protection of the health of our stakeholders before the circumstances that we are still facing today due to COVID-19. Therefore, although our wish would have been to meet again in person in the Ordinary General Shareholders’ Meeting, we have decided, with the corresponding authorizations from the Financial Superintendence of Colombia, to hold the Meeting through suggested proxies in the offices of ISA, applying the corresponding health and safety measures and to guarantee the best conditions for the transmission of the meeting, which can be followed live in our website www.isa.co, where the mechanisms enabled for accepting questions during the meeting are explained.
I, as the Chief Executive Officer of INTERCONEXIÓN ELÉCTRICA S.A. E.S.P., here by convene the ORDINARY GENERAL SHAREHOLDERS’ MEETING to be held on Friday, March 26, 2021 at 9:00 a.m.
Shareholders will be represented by suggested proxies, who will meet at ISA’s offices, located in Calle 12 sur # 18 – 168, in Medellín, Colombia. For this purpose, shareholders will be able to:
1. Grant an authorization with voting instructions to one of the proxies suggested by ISA. Starting March 4, shareholders will be able to access the website www.isa.co, and in the section of the Ordinary General Shareholders’ Meeting, they will find the names of suggested proxies, the proxy templates, and instructions for sending the information. The proxies are attorneys who will represent the shareholders and are neither employees nor directors of the company or companies of the ISA Group. State entities that are shareholders may participate through their attorneys or officers authorized for this event if they choose to do so.
2. The procedure is as follows: Enter the website www.isa.co and fill out the electronic proxy, according to the instructions established therein or download the proxy template. In this last case: (i) Fill out the authorization, indicating the proxy and the voting rights for each of the proposals submitted for consideration of the Meeting, which are published on www.isa.co, in the section of the Ordinary General Shareholders’ Meeting, (ii) Sign the proxy and email it to email@example.com, together with the annexes demonstrating the identity and/or representation powers of the shareholder. This same procedure will apply if the shareholder decides not to use the proxy template and therefore will send the proxy text of his/her choice, with the indications established here.
3. Proxies will be received until 5:00 p.m. on March 25, 2021, one day prior to the Ordinary General Shareholders’ Meeting.
4. The gift usually offered will be sent to the address indicated in the proxy.
The ORDINARY GENERAL SHAREHOLDERS’ MEETING will consider the following agenda:
Approval of the agenda:
1. Election of the Chairman of the Meeting.
2. Secretary’s report on the approval of Minutes 110 of March 27, 2020.
3. Election of the Commission for approval of the Minutes and scrutinies.
4. Welcome speech by the Chairman of the Board of Directors and reading of the Board of Directors’ Report and Corporate Governance Report.
5. Presentation and approval of the 2020 Integrated Management Report.
6. Reading and presentation of ISA’s Individual and Consolidated Financial Statements as of December 31, 2020
7. Reading of the Statutory Auditor’s opinion.
8. Approval of ISA’s Individual and Consolidated Financial Statements as of December 31, 2020.
9. Approval of the profit distribution project for 2020 to decree dividends and create capital reserves.
10. Election of the Statutory Auditor and allocation of the corresponding fees.
11. Election the Board of Directors for the April 2021 – March 2022 period.
12. Bylaws Reform reading and approval.
13. Reading and approval of the Board of Directors Succession Policy.
14. Reading and approval of the Board of Directors Remuneration Policy.
15. Approval of fees for members of the Board of Directors for the April 2021 – March 2022 period.
16. Miscellaneous or proposals from shareholders.
Right of inspection:
As of March 4, 2021, the information regarding the subjects of the Shareholders’ Meeting and the proposals of the management to be presented for consideration will be available on the website www.isa.co.
For shareholders interested in exercising the right of inspection, the documentation required by law will be available starting March 4, 2021 at ISA’s headquarters in Medellin, Antioquia, at Calle 12 Sur 18-168. Considering the current limitations for capacity and protection of persons, the right of inspection will be executed with all biosecurity protocols recommended by the National Government and by appointment previously requested by email at firstname.lastname@example.org.
BERNARDO VARGAS GIBSONE
In order to reinforce and guarantee the right of inspection and information of shareholders before the Ordinary General 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 General 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 must respond in writing to those requests supported, at least by a percentage of shares of five percent (5%) of the share capital, explaining the reasons for its decision and informing the shareholders of their right to raise their proposals during the Ordinary General Shareholders’ Meeting.
In the event that the Board of Directors accepts the request, as the time for shareholders to propose items has elapsed, an addendum of the General Shareholders’ Meeting convening announcement will be published, at least fifteen (15) calendars days before the meeting.
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.
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.
Shareholders have the right to request, at least five (5) business days prior to the General 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 with respect to matters included in the agenda of the General Shareholders’ Meeting.
Information will be rejected if it results unreasonable, irrelevant, confidential, or when its disclosure puts at risk the competitiveness of ISA and our Group. Likewise, when the response provided to a shareholder generates an advantage position against others, the ISA will guarantee access to such response to the other shareholders.
At ISA’s headquarters in Medellin, via online to our shareholders when they request it, regarding the provisions of Circular 100 – 000002 of the Superintendence of Corporations, an office called “Shareholder Service Office” will be available. It will be supported by the Chief Legal Office and the Chief Corporate Finance Office, with the purpose of making available to shareholders the documents to exercise their right to inspection within fifteen (15) business days prior to the Meeting, such as: financial statements, management report, minutes of the previous meeting, and minutes of meetings of the Board of Directors.
The meeting is scheduled at 9:00 AM. Quorum verification will be carried out with the proposed attorneys before and during the online meeting. The purpose is to verify the quorum process until the end of the meeting.
As an exception, to ensure and speed up the verification of proxies, they will only be received until March 26, 2020 6:00 p.m. (Colombian time).
As this is a non face-to-face meeting, our shareholders, whether natural persons or legal entities, must not attend the General Shareholders’ Meeting in person, nor come to our facilities. Our shareholders should follow the meeting through a live broadcast on our website www.isa.co.
Please review the information we have provided for the granting of proxies.
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.
The proxy 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.
Proxies may not be granted to the Company’s administrators or employees.
Consult here the requirements for proxies, non-authorized practices and different proxy models for representation in the Meeting.
Special consideration will be given to the following regulations: 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).
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 the registry, the proxies granted to ISA’s employees or contractors.
The shareholders toll-free 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)* are taken.
The gift will be delivered only to national urban areas or those covered by the courier company hired by us. If for any reason delivery cannot be made, you must claim the gift at our headquarters in Medellin before September 30, 2020.
We reserve the right to verify the identification of shareholders.
We are not liable if the gift is not delivered due to force majeure or fortuitous event.
In order to ensure proper representation of shareholders during the Ordinary General Shareholders’ Meeting, as it would be held remotely on March 27, 2020 as part of the preventive measures to protect our health and well-being, and as approved by the Financial Superintendence of Colombia, ISA provides the following proxy templates for use by the suggested attorneys-in-fact:
These templates are not mandatory. They are just a guide and it’s your choice to use them or not.
In any case, the proxies must meet the following requirements:
To be fully filled out, marking “X” on your preferred attorney-in-fact and the way your vote is cast for each of the proposals to be submitted to the Meeting. If the way the vote is cast is not specified, we will take it into account for verification of the quorum, but not for the calculation of the majorities.
If several attorneys-in-fact are chosen, only the first one will be considered, in order of listing. Likewise, if for any major reason the attorney-in-fact should be replaced, it shall be understood that any other attorney-in-fact listed in the proxy is authorized to replace them.
The proxies must be signed and sent to the e-mail: accionesISA@isa.com.co together with the relevant annexes. The deadline will be March 26, 2020 until 6:00 p.m. (Colombian time)
Attach the corresponding annexes taking into account the following:
Proxy template for natural person of legal age: copy of the I.D. of the natural person.
Proxy template for minor persons: copy of the minor’s I.D. (birth certificate, NUIP, Minor’s I.D. Card, or other) and the documents showing who are the minor's representatives listed in the proxy (birth certificates or others) and the I.D. of the representatives who sign the proxy.
Proxy template for legal person: certificate of existence and legal representation (or equivalent document) issued within the last three (3) months.
Please consider that:
None of the proxies require to be notarized, just send them via the authorized e-mail. More information about the suggested proxies can be found in their resumes, which we have published. Also, you can call them at the phone number (4) 352-50-00:
The Financial Superintendence of Colombia authorized the use of the suggested attorneys-in-fact during the Ordinary General Shareholders' Meeting held on March 27, 2020 due to the public health emergency in the country.
Article 184 of the Colombian Code of Commerce provides the legal requirements for proxies so as to shareholders may be represented at the shareholders’ meetings:
“Article 184. REPRESENTATION OF MEMBERS AT THE SHAREHOLDERS’ OR PARTNERS’ MEETING: Each member may be represented at the meetings of Shareholders or partners through a proxy granted in written, indicating the name of the legal representative, the person to whom they may replace, if applies, the date or time for which the power is granted and other requirements indicated in the bylaws."
Proxies granted abroad will only require the formalities described herein.
According to Article 185 of the Colombian Code of Commerce, it is forbidden for shareholders to grant proxies to administrators and/or employees of the Company:
“ARTICLE 185. INCOMPATIBILITIES FOR ADMINISTRATORS AND EMPLOYEES: Except in the cases of legal representation, while the corporation's administrators and employees are in exercise of their positions, they may not represent shares other than their own at the shareholders' or partners’ meetings and they are not allowed either to substitute the proxies granted to them. They may also not vote the balance sheets and year-end accounts or those of the liquidation."
External Circular 24, 2010 (Basic Legal Circular 028, 2014 – Part III, Title I, Chapter VI) by Financial Superintendence of Colombia.
This Circular sets out illegal, unsafe and unauthorized practices regarding representation of shareholders of securities issuers in shareholders’ meetings: 1.1. Regarding representation of shareholders in shareholders’ meetings
Since they may constitute a contravention to the provisions of articles 184 and 185 of the Code of Commerce and article 23 of Law 222 of 1995, particularly numbers 2, 6, and 7, securities issuers shall refrain from carrying out, directly or indirectly, the following:
11.1. Encouraging, promoting or suggesting to shareholders the granting of proxies in which the name of the representative for the shareholders' meetings of the respective corporations is not clearly defined.
11.2. Receiving from shareholders proxies for shareholders' meetings in which the name of the respective representative is not clearly defined.
11.3. Admitting as valid for participation at the shareholders' meetings proxies granted by shareholders without full compliance with the requirements established in article 184 of the Code of Commerce.
11.4. In the case of those who according to the bylaws hold the legal representation of the corporation, of liquidators, and of all other officials of the corporation issuing the shares, suggesting or determining the name of those who shall act as shareholders' proxies at the meetings.
11.5. In the case of those who according to the bylaws hold the legal representation of the corporation, of liquidators, and of all other officials of the corporation issuing the shares, recommending shareholders to vote for a certain ballot.
11.6. In the case of those who according to the bylaws hold the legal representation of the corporation, of liquidators, and of all other officials of the corporation issuing the shares, suggesting, coordinating or agreeing with any shareholder or shareholders' representative, the presentation to the meeting of motions to be submitted for its consideration.
11.7. In the case of those who according to the bylaws hold the legal representation of the corporation, of liquidators, and of all other officials of the corporation issuing the shares, suggesting, coordinating or agreeing with any shareholder or shareholders' representative, the voting in favor or against any motion submitted for its consideration.
At any rate, managers and employees of the corporation issuing the shares may exercise their political rights inherent to their own shares and to those represented by them when acting as legal representatives.
1.2. Corrective measures
In the event of any of the situations established above, it shall be proceeded as follows:
1.2.1. Managers shall return to the constituents of their proxies any proxy that may contravene the provisions above.
1.2.2. Managers shall inform shareholders that proxies may not be granted to persons that are directly or indirectly related to the corporation's management or employees.
1.2.3. Managers may not receive special proxies prior to the convening notice that informs the issues to be dealt with at the respective meeting.
1.2.4. Managers shall adopt any necessary measures so that officials of the respective corporation act neutrally with regard to shareholders.
1.2.5. Prior to the shareholders' meeting, managers shall adopt any appropriate and sufficient measures to guarantee effective participation of shareholders at the meeting as well as the exercise of their political rights.
1.2.6. The boards of directors of corporations issuing shares shall be bound to establish in writing appropriate and sufficient measures aimed at ensuring compliance with the provisions of number 1 hereof. Such measures shall be directed to legal representatives, managers and other officials of the respective corporation so as to ensure that they give equitable treatment to every shareholder thereof.
1.2.7. For matters hereof, the respective board of directors shall adopt control mechanisms in writing and shall design and implement specific procedures and designate officials responsible for verifying correct compliance with such procedures.
1.2.8. Prior to every meeting, the members of the board of directors shall request officials in charge the verification of the procedures referred to above so that they are informed of compliance with the provisions hereof, and they shall take the necessary measures to remedy eventual failings detected by the mentioned officials responsible of verification.
1.2.9. Prior to the execution of the respective shareholders' meeting, the measures and mechanisms referred to herein shall be reported by the chairman of the board of directors to the market in general through the Delegate Superintendent for Issuers, Investment Portfolios and Other Agents."
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