GENERAL SHAREHOLDERS’ MEETING 2024
EXERCISE YOUR RIGHT OF INSPECTION
What is the exercise of the Right of Inspection? The right of inspection is the power that I have as a shareholder to review the books and documents of the corporation, within fifteen business days prior to the meetings of the general assembly, in order to have all the relevant information for effective participation in the General Shareholders’ Meeting.
Regulation for the Exercise of the Right of Inspection:
From February 27, 2024 until March 18, 2024, information will be available on the Bank’s websitehttps://ir.davivienda.com/en/,so that shareholders may learn about the administrative, financial, accounting and legal situation of the Bank, and thus exercise their right of inspection, together with the management’s proposals to be submitted to the consideration of the General Shareholders’ Meeting.
Shareholders are reminded that all information known through the exercise of the right of inspection is confidential and, therefore, its disclosure to third parties is strictly prohibited without the express authorization of the Company.
The shareholders will not have access to information or documents that deal with industrial secrets of the entity and may not use the information consulted to the detriment of the Bank. Any misuse or unauthorized disclosure will be subject to the corresponding legal measures, as established in the current regulations on data protection and confidentiality.
Shareholders interested in exercising their right to inspect the books of the Board of Directors and the General Shareholders’ Meeting, as well as the accounting and financial books, may consult them at the Bank’s main office, at Av. el Dorado # 68C – 61, Torre Central Building, 9th Floor, by prior appointment requested through the e-mail address [email protected]. Please provide the necessary documents to identify yourself as a shareholder and the capacity in which you are acting:
- If you are acting in your own name, you must indicate: Full name and attach a copy of your identity document.
- If you are acting as an attorney-in-fact or representative of a natural or legal person:
- Copy of the power of attorney granted under the terms of article 184 of the Code of Commerce.
- Copy of the identity documents of the principal and the attorney-in-fact.
- In the event that the shareholder is a legal entity, a copy of the certificate of existence and legal representation with a validity of less than three (3) months must also be attached.
In the event that the shareholder is unable to send these documents previously by mail, in any case, he/she must deliver them before exercising the right of inspection.
Attention will be given on business days from 8:00 a.m. to 12:00 p.m. and from 2:00 p.m. to 4:00 p.m. Saturdays, Sundays and holidays are not considered business days.
Shareholders are reminded that neither total nor partial copies of the documents and information to be consulted will be issued at the Bank’s main office. Likewise, it is forbidden to make annotations, amendments or comments on the documents that are made available, as well as to take photographs, make videos of the documents exhibited and to copy or subtract.
¿What will I be able to consult on this website?
For consultation of the following documents, which will be submitted for approval at the General Assembly of Shareholders, request a password by e-mail to [email protected]
The Bank’s Annual Report for the year 2023, which incorporates (i) management report, (ii) sustainability report, (iii) Corporate Governance Report, and (iv) year-end report.
Available in spanish
Report from the Board of Directors to the Shareholders regarding the Internal Control System.
Available in spanish
Report from the Financial Consumer Ombudsman as of December 31st, 2023.
Available in spanish
Statutory Auditor’s Report regarding the Individual Financial Statements as of December 31st, 2023.
Available in spanish
Individual Financial Statements as of December 31st, 2023.
Available in spanish
Statutory Auditor´s Report regarding the Consolidated Financial Statements as of December 31st, 2023.
Available in spanish
Consolidated Financial Statements as of December 31st, 2023.
Available in spanish
Profits’ Distribution Proposal.
Available in spanish
Proposed Election of the Financial Consumer Ombudsman 2024-2026.
Available in spanish
Follow the minute by minute
09:51 amWelcome to the General Assembly of Shareholders of the BANCO
DAVIVIENDA. in a few minutes we will begin
10:00 amJavier Suarez . Welcome to the General Assembly of Shareholders of
the BANCO DAVIVIENDA SA At 10:00 am, the Assembly begins with the
welcome to the shareholders by the President of BANCO DAVIVIENDA
SA
10:02 amAlvaro Montero . Welcome to the Assembly. Next, I proceed to read
the Agenda for the Ordinary Shareholders’ Meeting of BANCO
DAVIVIENDA SA, which was convened by publication in the newspaper La
República on February 26, 2024 and on our website.Quorum
Verification.
- Appointment of President and Secretary of the meeting.
- Annual Report of the Bank for the year 2023, which incorporates (i) management report, (ii) sustainability, (iii) Corporate Governance Report, and (iv) year-end report.
- Report of the Board of Directors to the Assembly on the Internal Control System.
- Report of the Financial Consumer Ombudsman as of December 31, 2023.
- Opinion of the Statutory Auditor on the Separate Financial Statements as of December 31, 2023.
- Consideration of the Separate Financial Statements as of December 31, 2023.
- Opinion of the Statutory Auditor on the Consolidated Financial Statements as of December 31, 2023.
- Consideration of the Consolidated Financial Statements as of December 31, 2023.
- Profit Sharing Proposal.
- Reform of the Regulations of the General Assembly of Shareholders.
- Election of the Financial Consumer Ombudsman 2024-2026.
- Propositions and Miscellaneous.
- Appointment of the Commission in charge of reviewing, approving and signing the minutes of the Assembly.
10:13 amQUORUM VERIFICATION. Alvaro Montero . Regarding the verification of
the Quorum, it is reported that of the subscribed ordinary shares
there are 367.109.349 present, which are equivalent to 98,33%% of
the total shares. Therefore, in accordance with the law and the
statutes, there is a quorum to validly deliberate and decide. Once
the Quorum has been verified, I submit to the Assembly’s
consideration the agenda of the assembly that was previously
read.
10:15 amAPPOINTMENT OF THE PRESIDENT AND SECRETARY OF THE MEETING: Álvaro
Montero In accordance with the provisions of the statutes of Banco
Davivienda, the appointment of Doctor JAVIER JOSÉ SUÁREZ ESPARRAGOZA
as President of the Assembly and Doctor ÁLVARO MONTERO AGÓN as
Secretary of the Assembly is proposed, which I submit for
consideration by the Assembly. The Assembly unanimously elects Dr.
JAVIER JOSÉ SUÁREZ ESPARRAGOZA as President of the Assembly and Dr.
ÁLVARO MONTERO AGÓN as Secretary of the Assembly, in accordance with
the statutes of BANCO DAVIVIENDA SA
10:20 amANNUAL REPORT OF THE BANK FOR THE YEAR 2023, WHICH INCORPORATES (I)
MANAGEMENT REPORT, (II) SUSTAINABILITY REPORT, (III) CORPORATE
GOVERNANCE REPORT, AND (IV) END OF YEAR REPORT. This report
corresponds to the management report of the Board of Directors and
the President of the Bank Álvaro Montero gives the floor to Javier
Súarez
11:21 amThe Assembly with 367.109.664 subscribed ordinary shares that are
present or represented that are equivalent to 98,933% of the total
shares, approves in its entirety the management report of the Board
of Directors and the President of the Bank unanimously. This report
incorporates the reports related to (i) management report, (ii)
sustainability report, (iii) Corporate Governance Report, and (iv)
year-end report referred to in Decree 151 of 2021.
11:23 amREPORT FROM THE BOARD OF DIRECTORS TO THE ASSEMBLY ON THE INTERNAL
CONTROL SYSTEM. Álvaro Montero. Below I proceed to read the Report
of the Board of Directors to the Assembly on the effectiveness of
the Internal Control System of Banco Davivienda.
11:29 amThe Assembly unanimously with with 367.109.664 subscribed ordinary
shares that are present or represented that are equivalent to
98,933% of the total shares, approves the report of the Board of
Directors to the Assembly on the effectiveness of the Internal
Control System of Banco Davivienda.
11:31 amREPORT OF THE FINANCIAL CONSUMER OMBUDSMAN AS OF DECEMBER 31,
2023
11:32 amÁlvaro Montero The Secretary presents the report of the Financial
Consumer Ombudsman as of December 31, 2023.
11:33 amThe Assembly with with 367.109.664 subscribed ordinary shares that
are present or represented that are equivalent to 98,933% of the
total shares, takes note of the Report of the Bank’s Financial
Consumer Ombudsman to the Assembly.
11:40 amOPINION OF THE FISCAL REVIEWER ON THE SEPARATE FINANCIAL STATEMENTS
WITH CUT-OFF AS OF DECEMBER 31, 2023.
11:41 amGustavo Roa. The Bank’s Statutory Auditor, Doctor Gustavo Roa. KPMG
reads the opinion of the Statutory Auditor on the separate financial
statements of BANCO DAVIVIENDA SA, without qualifications.
11:47 amA space is granted in case any shareholder wished to ask a question
or comment on the matter, without any representation having been
presented. Once the Opinion of the Statutory Auditor has been read,
space is granted in case any shareholder wishes to ask a question or
comment on the matter, without any representation having been
presented. There being no consideration, we proceed with the next
item on the agenda.
11:48 amCONSIDERATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AS OF
DECEMBER 31, 2023.
11:49 amÁlvaro Montero gives the floor to Juan Carlos Hernández, Accounting
and Tax Vice President of the Bank. Juan Carlos Hernandez presented
the Consolidated Financial Statements of the Bank as of December 31,
2023 and submitted them for consideration by the General Assembly of
Shareholders.
11:53 amOnce the Bank’s consolidated financial statements have been
presented as of December 31, 2023, they are submitted for
consideration by the Assembly.
11:54 amMr. Gustavo Roa, Statutory Auditor of the firm KPMG SAS , leaves
the meeting.
11:55 amThe Assembly with 279.456.014 subscribed ordinary shares that are
present or represented that are equivalent to 75,311% of the total
shares, approves the Consolidated Financial Statements of the Bank
as of December 31, 2023.
11:56 amCONSIDERATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AS OF
DECEMBER 31, 2023.
11:57 amÁlvaro Montero gives the floor to Gustavo Roa. Gustavo Roa. The
Bank’s Statutory Auditor, Doctor Gustavo Roa. KPMG reads the opinion
of the Statutory Auditor on the consolidated financial statements of
BANCO DAVIVIENDA SA, without qualifications.
12:00 pmA space is granted in case any shareholder wished to ask a question
or comment on the matter, without any representation having been
presented. Once the Opinion of the Statutory Auditor has been read,
space is granted in case any shareholder wishes to ask a question or
comment on the matter, without any representation having been
presented. There being no consideration, we proceed with the next
item on the agenda.
12:01 pmCONSIDERATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AS OF
DECEMBER 31, 2023.
12:02 pmAM gives the floor to Juan Carlos Hernández, Accounting and Tax
Vice President of the Bank. Juan Carlos Hernandez presented the
Consolidated Financial Statements of the Bank as of December 31,
2023 and submitted them for consideration by the General Assembly of
Shareholders.
12:17 pmMr. Gustavo Roa, Statutory Auditor of the firm KPMG SAS , leaves
the meeting.
12:21 pmThe Assembly with 279.456.014 subscribed ordinary shares that are
present or represented that are equivalent to 75,311% of the total
shares, approves the Consolidated Financial Statements of the Bank
as of December 31, 2023.
12:22 pmPROFIT DISTRIBUTION PROPOSAL Álvaro Montero gives the floor to a
Juan Carlos Hernandez.
12:23 pmthe presents and explains the proposal for appropriation of
profits. Profits after income tax for the year 2023 are
$105,939,481,712.57.
12:24 pmThe Assembly with 279.456.014 subscribed ordinary shares that are
present or represented that are equivalent to 75,311% of the total
shares, approves the proposal to appropriate the profits of Banco
Davivienda SA as of December 31, 2023.
12:26 pmReform to the Regulations of the General Assembly of
Shareholders
12:27 pmThe Secretary of the Assembly informs the Assembly that, in line
with the recommendations of the Country Code, especially measure No.
10.3 of said code, it is proposed to explicitly establish in the
Regulations of the Assembly of Shareholders of the Bank that, in
addition to the order of the day of the meeting with the
point-by-point statement of the topics that will be the subject of
the Assembly, it is foreseen that simultaneously with the call or,
at least, fifteen (15) common days in advance of the meeting, they
will be made available of the shareholders the Proposals of
Agreement that for each point of the Agenda will be submitted to the
General Assembly of Shareholders. The Assembly with 279.456.014
subscribed ordinary shares that are present or represented that are
equivalent to 75,311% of the total shares, unanimously approves the
modification to the Regulations of the Shareholders’ Assembly of
Banco Davivienda.
12:29 pmELECTION ELECTION OF THE FINANCIAL CONSUMER OMBUDSMAN 2024-2026.
A.M-. The secretary of the Assembly reports on the proposals
received from José Guillermo Peña G. (Peña González & Asociados) and
Carlos Mario Serna Jaramillo (Serna & Rojas Asociados SAS),
companies interested in assuming the position of Financial Consumer
Ombudsman of BANCO DAVIVIENDA SA for the period 2024-2026. It is
stated that proposals were requested from other firms but they
stated that they did not meet the requirements of time availability
and conflicts of interest.
12:30 pmELECTION ELECTION OF THE FINANCIAL CONSUMER OMBUDSMAN 2024-2026 The
secretary of the Assembly reports on the proposals received from
José Guillermo Peña G. (Peña González & Asociados) and Carlos Mario
Serna Jaramillo (Serna & Rojas Asociados SAS), companies interested
in assuming the position of Financial Consumer Ombudsman of BANCO
DAVIVIENDA SA for the period 2024-2026. It is stated that proposals
were requested from other firms but they stated that they did not
meet the requirements of time availability and conflicts of
interest.
12:31 pmPROPOSICIONES Y VARIOS.
12:32 pmDonations. The proposal presented by the President is submitted for
consideration by the Assembly so that the Board of Directors can
make donations of up to $30,500,000,000 , with the purpose of giving
continuity to the corporate responsibility projects and
institutional presence of BANCO DAVIVIENDA SA The Assembly with
279.456.014 subscribed ordinary shares that are present or
represented that are equivalent to 75,311% of the total shares,
unanimously approves so that the Board of Directors can make
donations of up to $30,500,000,000.
12:32 pmReserve for bond interest coverage Regarding bond interest
coverage, the Bank has established an occasional reserve to cover
the bond interest coupon amounting to $161,262,500,000. Therefore,
it is proposed to maintain the occasional reserve to cover bond
interest coupons as approved by the March 2023 Assembly, which is
sufficient to cover the corresponding obligations, which is
submitted for consideration by the Assembly. The Assembly with
279.456.014 subscribed ordinary shares that are present or
represented that are equivalent to 75,311% the total shares,
approves maintaining the occasional reserve to cover the interest
coupon of bonds worth $161,262,500,000.
12:34 pmAPPOINTMENT OF THE COMMITTEE IN CHARGE OF REVIEWING, APPROVING AND
SUBSCRIBING THE MINUTES OF THE ASSEMBLY. A proposal has been
received that proposes the names of doctors Hernando Ramírez and
Hilda Rozo to review, approve and sign the minutes of the assembly,
who accept the appointment. The Assembly approves the appointments
unanimously.
12:35 pmThe Assembly with 279.456.014 subscribed ordinary shares that are
present or represented that are equivalent to 75,311% of the total
shares, unanimously approves the appointment of Hernando Ramírez and
Hilda Rozo , as the Commission in charge of reviewing, approving and
signing the minutes of the meeting. assembly.
12:38 pmThe ordinary meeting ends with a quorum of 75,311% corresponding to
279.456.014 of the total subscribed shares
12:40 pmBeing 12:40 pm and the agenda exhausted, the President thanks the Shareholders for their attendance and adjourns the session.