Each year, the Ordinary General Shareholders’ Meeting reviews and approves the Integrated Management Report of the Legal Representative and the Board of Directors, which includes the Annual Corporate Governance Report, the Statutory Auditor’s Report, and the Financial Statements as of December 31 of the previous year. According to the results reflected therein, the Shareholders’ Meeting reviews and approves the profit distribution project. Also, at the Shareholders’ Meeting, the members of the Board of Directors and the statutory auditor are elected, the fees of both are set, and other decisions are made to ensure compliance with the corporate purpose and the common interest of our shareholders. 

In Title 2 of the Code of Good Corporate Governance, the principles, procedures, and practices of ISA regarding the General Shareholders’ Meeting are compiled. 

MEASURES TO PROVIDE EQUITABLE TREATMENT AND GUARANTEE THE RIGHT OF PARTICIPATION AND INFORMATION OF OUR SHAREHOLDERS 

In order to provide equitable treatment to all ISA shareholders and strengthen and guarantee their right of participation, inspection, and information, the corporate bylaws establish that the Ordinary General Shareholders’ Meeting shall be called no less than thirty (30) calendar days in advance, and extraordinary meetings shall be called no less than fifteen (15) calendar days in advance. 

The calls to the Shareholders’ Meetings are made through the publication of the respective notice in newspapers of national circulation, the corporate website, or the sending of the notice to the e-mail registered by our shareholders, and is published as relevant information through the portal of the Financial Superintendence of Colombia. On the Sunday prior to the date of the ordinary or extraordinary meeting, the date of the meeting is reminded through the same means. Publicity of the call is reinforced through ISA’s social networks. 

All information related to the General Shareholders’ Meeting, including the proposals and decisions made once the meeting has been held, is disclosed through the corporate website, and what is deemed relevant information is published as such through the portal of the Financial Superintendence of Colombia. 

Prior to the Ordinary General Shareholders’ Meeting, our shareholders, regardless of the size of their shareholding, have the right to propose within five (5) calendar days following the publication of the notice of the meeting, the introduction of one or more items to be discussed in the agenda of the Meeting, provided that the request for the new items is accompanied by a justification. 

The Board of Directors must analyze shareholder requests. If a request is rejected by the Board of Directors, the Board shall respond in writing to those requests supported by a percentage of shares representing at least five percent (5%) of the capital stock, explaining the reasons for such decision and informing the shareholders of their right to present their proposals during the General Shareholders’ Meeting. 

In the event that the Board of Directors accepts a request, once the shareholders’ time to propose items has expired, a supplement to the call to the General Shareholders’ Meeting is published at least fifteen (15) calendar days prior to the meeting. 

Within the same period of five (5) calendar days following the publication of the notice, our shareholders may submit, with sufficient arguments, new proposals for resolutions on matters previously included in the agenda, and the Board of Directors shall act as indicated above. 

In accordance with the foregoing, the following documents must be attached to the proposals for the election of the members of the Board of Directors within the aforementioned term: 

(i) Written communication from each candidate in which he/she states his/her acceptance to be included in the corresponding list and the declarations required in the Board of Directors’ operating regulations and in the Code of Good Corporate Governance, which are published on the corporate website. 

(ii) In the case of nominees for independent members, written communication from each candidate stating that he/she complies with the independence requirements set forth in the second paragraph of Article 44 of Law 964 of 2005 and in the corporate bylaws, which are published on the corporate website. 

The Company’s documents on which the shareholders may exercise their right of inspection, such as the financial statements, the Integrated Management Report, the minutes of the General Shareholders’ Meetings, and the minutes of the meetings of the Board of Directors, are made available to our shareholders at ISA’s main offices in Medellín, fifteen (15) business days prior to the Ordinary General Shareholders’ Meeting, for which purpose they must request an appointment through the e-mail address indicated in the notice of the meeting. 

To facilitate the understanding and analysis by our shareholders of the items included in the agenda of the call, these are expressed in a clear and precise manner, and it is intended that the joint voting of topics or proposals is only carried out when there is unity of subject matter and they are directly related topics. 

Our shareholders have the right to request, no less than five (5) business days prior to the General Shareholders’ Meeting, the information or clarifications they deem relevant, or to ask in writing the questions they deem necessary in connection with the matters included in the agenda of the General Shareholders’ Meeting, through our shareholder contact channels. 

Check here our contact channels with our shareholders. 

The request for information may be denied when it is qualified as unreasonable, irrelevant, confidential, or when its disclosure jeopardizes the competitiveness of ISA and its Companies. Furthermore, when the answer provided to a shareholder may put him/her at an advantage over the others, ISA must take the necessary measures to ensure that the other shareholders have access to such information. 

PROXIES 

Shareholders may be represented at the General Shareholders’ Meeting by delegating their vote to another person, whether the person is a shareholder or not, by means of a written proxy, indicating the name of the proxy or representative, the person who may replace him/her, if applicable, as well as the date or meeting for which the proxy is granted, which may not be granted to any of our managers or employees. The foregoing is done pursuant to Articles 184 and 185 of the Code of Commerce. 

ISA makes proxy forms available to its shareholders, which can be used for the Shareholders’ Meetings. The proxy form includes the items on the agenda and the proposals that will be submitted for consideration at the General Shareholders’ Meeting, so that the shareholders, if they deem it appropriate, may give voting instructions to their proxy. 

The representative or proxy of a shareholder may not split the vote of the person he/she represents, which means that he/she is not allowed to vote with one or more shares of the shares represented, in a certain sense or for certain persons, and with one or more other shares in a different sense or for other persons. 

This individuality of the vote does not preclude the representative of several shareholders from voting in each case following separately the instructions given to him/her by each shareholder or each represented group or principal. 

The proxy may be submitted through electronic or similar means, as long as the requirements established in Law 527 of 1999 and the rules that add, modify or replace it are complied with. 

ISA’s Board of Directors has established measures and procedures to prevent unsafe and unauthorized practices in its Shareholders’ Meetings. See here. 

The software used by Fiduciaria Bancolombia S.A., the entity in charge of the administration of ISA’s shares, will contain the database of our shareholders, as well as the list of our managers and employees, with the purpose of automatically rejecting, upon registration, the proxies granted to them. 

The shareholder service line 01 8000 954 242 is available to attend to any of our shareholders’ concerns. 

We reserve the right to verify the identification of shareholders. 

We are not responsible for the non-delivery of the gift that the company delivers to its shareholders at the Ordinary General Meeting due to force majeure or unforeseen circumstances