Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Title VI - Company - Chapter III - Management and Administration - Section I - General Assembly of Shareholders - From: Section 419 By: Art 433

COLOMBIAN COMMERCIAL CODE

CHAPTER III

Management and Administration

Section I

General meeting of shareholders

Article 419 .- The general assembly meeting of shareholders shall constitute the quorum and conditions under the statutes.

Article 420 .- The general meeting of shareholders shall exercise the following functions:

1. Which reservations must be made available in addition to the law;

2. Set the amount of the dividend and the form and time in to be paid;

3. order appropriate action against the directors, officers or auditor managers;

4. Freely elect and remove officials whose designation it appropriate;

5. Having determined that issuance of common stock to be placed subject to law of preference for which will require the affirmative vote of not less than seventy percent of the shares present at the meeting.

6. Take the measures necessary for the interests of society, and

7. The other duties specified by law or statute and those that do not correspond to other organs.

Article 421 .- Repealed. Act 222 of 1995, Art.68.

Article 422 .- Regular meetings of the assembly are carried out at least once a year on the dates indicated in the statutes and silently thereof within three months following the end of each year to review the status of society, appointing administrators and other officials of his choice, determine the economic guidelines of the company, consider the accounts and balance sheets for the last year, decide on the distribution of profits and agree all measures designed to ensure compliance with the corporate purpose.

If it is not convened, the assembly will meet in their own right the first working day of April, at 10 am at the offices of the principal place of work the administration of society.

Allow managers the right of inspection to the shareholders or their representatives during the fifteen days prior to the meeting.

Article 423 .- Extraordinary meetings of the assembly will be made when warranted by unforeseen or urgent needs of the company, at the call of the board, the legal representative or the statutory auditor.

The superintendent may order the convening of the meeting of special meetings or make directly in the following cases:

1. When not been met in the opportunities identified by law or by statute;

2. When you have committed irregularities in the administration that must be known or corrected by the assembly, and

3. At the request of a plural number of shareholders specified in the statutes and the absence of this binding, which represents not less than one fifth of the shares.

The order convening the meeting shall be fulfilled by the legal representative or by the auditor.

Article 424 .- Every call will be made as provided in the statutes and the absence of stipulation, by notice to be published in a newspaper of the company's principal address. In the case of special meeting notice is inserted in the agenda.

For meetings to be approved in the year-end balances, the call will be made at least fifteen days in advance. In other cases, simply a common five days in advance.

Article 425 .- The special meeting may not take decisions on issues not included in the agenda published. But a decision by the (seventy percent) * of the shares represented will address other issues, once exhausted the agenda, and may in any case remove the administrators and other officials whose appointment will be.

* Modified. Act 222 of 1995, Section 68.

Article 426 .- The assembly will meet in the principal place of society, day, hour and place indicated in the notice. However, you can meet without having been given notice, anywhere, when it is already represented all of the shares.

Article 427 .- Repealed. Act 222 of 1995, Section 68.

* Act 222 of 1995.

Article 68 .- Quorum and majorities. The assembly shall deliberate in a plural number of shareholders representing at least half plus one of the outstanding shares, except that the statute embodies a lower quorum.

With the exception of the majority decision-making set out in Articles 155, 420, No. 5. And 455 of the Commercial Code, decisions shall be taken by a majority of the votes. The statutes of societies that do not trade its shares on the public securities market, may agree to a different quorum or majority above indicated.

Article 428 .- Repealed. Act 222 of 1995, Section 242.

Article 429 .- Modified. Act 222 of 1995, Section 69. Meetings second call. If the assembly is convened and this is not carried out due to lack of quorum, summon a new meeting that will meet and decide validly with a plural number of partners, whatever the number of shares being represented. The new meeting must take place no earlier than ten days nor after thirty, from the date fixed for the first meeting.

When the assembly meets in regular session in its own right the first working day of April, may also deliberate and decide validly on the foregoing item.

In societies trading on the public stock market in the second call meetings of the assembly will meet and decide validly one or more partners, regardless of the number of shares represented.

Article 430 .- The deliberations of the assembly may be suspended and resumed later, as often as you choose any plural number of attendees representing fifty-one percent, at least, of the shares represented at the meeting. But the proceedings may not last longer than three days, if not represented all the shares.

However, the statutory reforms and the creation of preferred shares provided the quorum required under the Act or rules.

Article 431 .- What happened in the meetings of the assembly shall be recorded in the minutes. These will be signed by the chairman of the meeting and his secretary or, failing that, by the auditor.

The minutes shall include in their number and expressed as a minimum: place, date and time of the meeting, the number of shares subscribed, the form and notice of the convocation, the list of attendees indicating the number of shares they own or other represent, the issues discussed, decisions taken and the number of votes cast for, against, or white; the records written comments submitted by attendees during the meeting, the appointments made and the date and time of closure.

Article 432 .- The auditor sent to the Superintendent, within fifteen days following the meeting, authorized copy of the minutes of the respective assembly.

Article 433 .- Be ineffective decisions taken by the assembly in contravention of the rules prescribed in this section.