Summoning to Extraordinary Shareholders Meeting
Bogotá, Colombia, 03 August 2011
The CEO of Empresa de Energía de Bogotá S.A. E.S.P. would like to summon shareholders of the corporation to an Extraordinary Shareholders Meeting that will be held on August 9, 2011 as of 9:00 a.m.
GENERAL SHAREHOLDERS EXTRAORDINARY MEETING OF
EMPRESA DE ENERGIA DE BOGOTA S.A. ESP
AUGUST 9, 2011
REAL TIME INFORMATION FOR NON-ATTENDING SHAREHOLDERS
Mrs. Mónica De Greiff, begins the Extraordinary Shareholder Meeting of Empresa de Energía de Bogotá S.A. ESP, by greeting shareholders and requests the General Secretary (D) to brief regarding compliance as regards advertising of the Meeting, so that non-attending shareholders my be updated on the performance thereof; similarly, she requests the reading of the Day's agenda.
Mrs. Fabiola Leal Castro reports to the Meeting that in compliance with that set forth in Article 18, paragraph 4 of the Good Governance Code, the performance of the meeting will be disseminated in real time through our Web site. Following, she reads the following agenda.
1. Registration report and validation of attendees. Quorum Verification
2. Appointment of Rapporteur and approval of the Meeting's Meeting.
3. Appointment of the Meeting's President.
4. Consideration to Reform to Bylaws.
5. Approval of issuance and placement of ordinary shares without being subject to preference rights enshrined on Social Bylaws.
First: The registration report is submitted to the Meeting and validation of attendees is verified, proceeding to quorum verification.
Mrs. Mónica De Greiff requests the Secretary to submit the respective report.
Mrs. Fabiola Leal Castro informs that 8.090.281.500 shares are duly represented, corresponding to 94.213% of subscribed and paid shares, establishing therefore the required quorum to deliberated and decide. Consequently, she informs that the may move forward with the day's agenda.
Second: Appointment of the Rapporteur Commission and Approval of Meeting's Minutes.
The Meeting's Secretary informs that she has received a proposal to appoint Mrs. Luz Stella López legal representative of Fondo de Empleados de la Energía – Cajita and Mrs. Olga Lucía Segura, representative from Ecopetrol to make up the Rapporteur Commission and approval of Minutes.
Meeting approves by acclamation.
Meeting's Secretary expresses that the proposal is approved.
Third: Appointment of Assembly President. Mrs. Fabiola Leal Castro invites shareholders to give names to appoint the Assembly's President.
Mr. HECTOR ZAMBRANO RODRIGUEZ, who represents the Capital District is proposed as President and his election is carried out by acclamation.
Mrs. Leal Castro asks the Assembly if they approve the proposal and it is therefore approved by acclamation. The Assembly is informed on the approval of the proposal.
The Assembly approves by acclamation the appointment of Mr. HECTOR ZAMBRANO RODRIGUEZ as President of the meeting.
Mrs. Fabiola Leal Castro reads the Fourth Point: Consideration to Reform Bylaws
The Meeting's President requests Mrs De Greiff to present the respective agenda item.
Mrs.De Greiff gives the floor to Mrs. Fabiola Leal Castro to make the aforementioned presentation.
Mrs. Fabiola Leal Castro explains to Corporation Shareholders that the proposed reform to the bylaws aims at being more accurate in terms of wording of Social Bylaws; thus the proposal is subjected to consideration of the Shareholders Meeting to modify articles: 9, 10, 11, 12, 13 and 52 which will read as follows:
ARTICLE 9: Characteristics of Shares and Class of Shares: Shares in which the corporation's capital is divided will be common shares and will be authorized in a dematerialized fashion. There will be two types of shares: common shares and preferred dividend stocks with nonvoting rights. To the effects of the foregoing bylaws, common shares, depending on the holder, sill be "common state shares" and "common private shares". On the other hand, shares with preferred dividend and with nonvoting rights will be named "preferred dividend state shares with nonvoting rights" and "preferred dividend privates shares with nonvoting rights".
ARTICLE 10: Common state shares: Will be shares that are property of State bodies - irrespective of the order, and will grant holder thereof all inherent rights as a shareholders and pursuant to law and corporation bylaws; to the effect of the foregoing Bylaws, this type of shares will be known as Class A shares.
ARTICLE 11: Preferred dividend State shares and with nonvoting rights. These shares are property state bodies - irrespective of the order that confer determined privileges in article 63, Law 222 of 1995, specially as regards obtaining a preferred dividend and consequently will have nonvoting rights: for the effects of the foregoing Bylaws, this type of shares will be known Class B.
ARTICLE 12: Private common shares: are shares that are property of individuals or companies conferring its holder all rights inherent to a shareholders pursuant to Law and corporation bylaws; to the effect of these Bylaws, this type of shares will be known as Class C.
ARTICLE 13: Preferred dividend private shares with nonvoting rights. These shares are property to individuals or private companies that conferred to holders specific privileges set forth in Article 63, Law 222 of 1995, specially obtaining a preferred dividend, and consequently will have nonvoting rights; for the effects of the foregoing Bylaws, this type of shares will be known as Class D.
ARTICLE 52: To adopt the decisions herein stated, except when law requires a different proportion, the plural and favorable vote of special majorities will be required, as follows:
- Reform to Bylaws: Seventy percent (70%) of shares represented.
- Placement of preferred dividend shares: Seventy percent (70%) of shares represented.
- Decrease of amount of profits to be distributed in a lesser proportion to fifty percent (50%): Seventy eight percent (78%) of shares represented.
- Dividend payment to freed shares: Eighty percent (80%) of shares represented.
PARAGRAPH: With the exception of that set forth in Article 68 of Law 222 of 1995, provided there are shares to be issued b the Corporation that are negotiated in the stock exchange, "most majority decisions established in these Bylaws will be understood as not written".
The President thanks the presentation and stated that pursuant to no. 1 of Article 58 if EEB S.A. ESP Social Bylaws, the General Shareholders Meeting will need to study and approve reforms to the Bylaws, thus subjects to consideration of the Meeting the respective reform
The Meeting responds affirmative, thus the proposal is approved unanimously.
Mrs.Fabiola Leal Castro reads the Fifth Point: Approval of issuance and placement of common shares without preferred rights enshrined in the Social Bylaws.
The Meeting's CEO requests Mrs. Mónica De Greiff to make the respective presentation.
Mrs.De Greiff passes the floor to Mr. Jorge Pinzón Barragán who makes the aforementioned presentation.
Mr. Pinzón expresses that the intent of democratizing shares responds to the desire of progressing to a public-private model, it sseeks the engagement of locals from Bogota as shareholders of the company. He also deems important the engagement of foreign investor. And further agrees with the Company's expansion plan. The issuance of shares will favor liquidity of the share currently in the stock market, it is worth mentioning that the commitments to indicators improve as well as the company's credit ratings.
The Company's market value has doubled. This is a benefit to the people of Bogota.
The company's financial plan is valued at USD 956million, The company is analyzing projects amounting to USD 170 million.
To provided awarding mechanisms, Mr. Carlos Londoño from Corredores Asociados.
Mr. Londoño points that the awarding by compartments allows a better management of the offer from stakeholders.
once the presentation is completed, Mr. Pinzon again take the floor and explains the steps to follow within the process, as well as applicable law.
The President of the Meeting thanks the presentation and indicates that in accordance with that set froth in Article 58 of EEB S.A. ESP Social Bylaws, it is the obligation of the General Shareholders Meeting to order the issuance and placement of common shares without subject to preferred rights enshrined in the Social Bylaws.
The Meeting accepts, the proposal is thus approved unanimously.
Upon completion of the agenda, the session is adjourned thanking the attendance and participation of Shareholders.