General Shareholders’ Meeting 2025
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, 2025 until March 19, 2025, 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. 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.
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, 10th Floor, by prior appointment requested through the e-mail address [email protected]. 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.
What will I be able to consult on this website?
The Bank’s Annual Report for the year 2024, 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, 2024. Available in spanish
Statutory Auditor’s Report regarding the Individual Financial Statements as of December 31st, 2024. Available in spanish
Individual Financial Statements as of December 31st, 2024. Available in spanish
Statutory Auditor´s Report regarding the Consolidated Financial Statements as of December 31st, 2024. Available in spanish
Consolidated Financial Statements as of December 31st, 2024. Available in spanish
Profits’ Distribution Proposal. Available in spanish
Proposed Election of the Board Directors 2025- 2027. Available in spanish
Proposed Election of the of a statutory auditor 2025- 2027. Available in spanish
Proposed Statutory reform. Available in spanish
To request a password to access to the documents please write to [email protected].
Follow the minute by minute
10:00 amJavier Suárez. Welcome to the General Shareholders’ Meeting of BANCO DAVIVIENDA S.A., in a few minutes we will begin.
10:07 amJavier Suárez. Welcome to the General Shareholders’ Meeting of the BANCO DAVIVIENDA SA At 10:00 am, the Assembly begins with a welcome to the shareholders by the President of BANCO DAVIVIENDA SA
10:11 amÁlvaro Montero. Welcome to the Assembly.
I now proceed to read the Agenda for the Ordinary Shareholders’ Meeting of BANCO DAVIVIENDA SA, which was convened through publication in the newspaper La República on February 20, 2025, and on our website.
- Verification of quorum.
- Appointment of Chairman and Secretary of the meeting.
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- management report
- sustainability report/li>
- Corporate Governance Report, and
- year-end report.
- Report of the Board of Directors to the Assembly on the Internal Control System.
- Financial Consumer Ombudsman Report as of December 31, 2024.
- Statutory Auditor’s Opinion on the Separate Financial Statements as of December 31, 2024
- Consideration of the Separate Financial Statements as of December 31, 2024.
- Statutory Auditor’s Opinion on the Consolidated Financial Statements as of December 31, 2024.
- Consideration of the Consolidated Financial Statements as of December 31, 2024.
- Proposal for Profit Distribution.
- Election of the Board of Directors for the period 2025-2027.
- Election of the Statutory Auditor for the 2025-2027 period.
- Statutory reform to include the approval of the Bank’s Resolution Plan as a function of the Board of Directors.
- Propositions and Miscellaneous.
- Appointment of the Committee responsible for reviewing, approving and signing the minutes of the Assembly.
10:12 amVERIFICATION OF QUORUM. Álvaro Montero. Regarding the verification of the Quorum, it is reported Of the subscribed ordinary shares, 370.370.124 are present , equivalent to 99,812% of the total number of shares. Therefore, in accordance with the law and the bylaws, there is a quorum to validly deliberate and decide.
10:13 amAPPOINTMENT OF THE CHAIRMAN AND SECRETARY OF THE MEETING:
Álvaro Montero. In accordance with the bylaws of Banco Davivienda, the appointment of Dr. Javier José Suárez Esparragoza as President of the Assembly and Dr. Álvaro Montero Agón as Secretary of the Assembly is proposed. I submit this proposal for the Assembly’s consideration.
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
10:14 amBANK ANNUAL REPORT FOR 2024:
WHICH INCORPORATES (I) MANAGEMENT REPORT, (II) SUSTAINABILITY REPORT, (III) CORPORATE GOVERNANCE REPORT, AND (IV) YEAR-END REPORT. This report corresponds to the management report of the Board of Directors and the President of the Bank.
10:41 amÁlvaro Montero The Assembly, with 370,370,124 subscribed ordinary shares that are present or represented, equivalent to 99.812% of the total shares, unanimously approves in its entirety the management report of the Board of Directors and the President of the Bank. This report incorporates the reports relating to (i) management report, (ii) sustainability report, (iii) Corporate Governance Report, and (iv) year-end report referred to in Decree 151 of 2021.
10:42 amREPORT FROM THE BOARD OF DIRECTORS TO THE ASSEMBLY ON THE INTERNAL CONTROL SYSTEM. Álvaro Montero . I now proceed to read the Board of Directors’ Report to the General Assembly on the effectiveness of Banco Davivienda’s Internal Control System.
10:45 amThe Assembly unanimously, with 370.370.124 subscribed ordinary shares present or represented, equivalent to 99.812% of the total shares, approves the report of the Board of Directors to the Assembly on the effectiveness of Banco Davivienda’s Internal Control System.
10:55 amFINANCIAL CONSUMER OMBUDSMAN REPORT AS OF DECEMBER 31, 2024. Alvaro Montero The Secretary presents the report of the Financial Consumer Ombudsman as of December 31, 2024.
The Assembly, with 370,370,124 subscribed ordinary shares present or represented, equivalent to 99.812% of the total shares, takes note of the Report of the Bank’s Financial Consumer Ombudsman to the Assembly.
10:57 amSTATE AUDITOR’S OPINION ON THE SEPARATE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024.Gustavo Roa. The Bank’s Statutory Auditor, Dr. Gustavo Roa, KPMG, reads the Statutory Auditor’s opinion on the separate financial statements of BANCO DAVIVIENDA SA, without qualifications.
Once the Statutory Auditor’s Report has been read, a space is provided for any shareholder who wishes to ask a question or comment on the matter, even though no statement has been submitted.
There being no further consideration, we proceed to the next item on the agenda.
11:09 amCONSIDERATION OF THE SEPARATE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024. Álvaro Montero Gives the floor to Juan Carlos Hernández, Vice President of Accounting and Tax of the Bank.
Juan Carlos Hernández presented the Bank’s Separate Financial Statements as of December 31, 2024, and submitted them to the Assembly for consideration.
The Assembly, with 370.370.124 subscribed ordinary shares present or represented, equivalent to 99.812% of the total shares, unanimously approves the Bank’s Separate Financial Statements as of December 31, 2024.
11:16 amSTATE AUDITOR’S OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024. Álvaro Montero gives the floor to Gustavo Roa.
Gustavo Roa. The Bank’s Statutory Auditor, Dr. Gustavo Roa, KPMG, reads the Statutory Auditor’s opinion on the consolidated financial statements of BANCO DAVIVIENDA SA, without qualifications.
A space is provided in case any shareholder wishes to ask a question or comment on this matter, although no statement has been submitted.
Once the Statutory Auditor’s Report has been read, a space is provided for any shareholder who wishes to ask a question or comment on the matter, even though no statement has been submitted.
There being no further consideration, we proceed to the next item on the agenda.
11:18 amCONSIDERATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024. Álvaro Montero. Álvaro Montero gives the floor to Juan Carlos Hernández, the Bank’s Vice President of Accounting and Taxation.
11:21 am The Shareholders’ Meeting, with 370.370.124 subscribed ordinary shares present or represented, equivalent to 99.812% of the total shares, approves the Bank’s Consolidated Financial Statements as of December 31, 2024.
11:22 amPROPOSED DISTRIBUTION OF PROFITSPROPOSED DISTRIBUTION OF PROFITS Álvaro Montero Gives the floor to Juan Carlos Hernández, Vice President of Accounting and Tax of the Bank.
Dr. Juan Carlos Hernández , presents and explains the Proposal for the Appropriation of Profits. Profits after Income Tax for 2024 are $76,667,013,266.96.
The 2024 Income Tax (recovery) was $776,057,941,452.29. Therefore, the Result After Income Tax for the Year 2024 was $852,724,954,719.25.
herefore, it is proposed to the Assembly to increase the occasional reserve by the total value of the result of the fiscal year 2024 $852,724,954,719.25
The Assembly, with 370.370.124 subscribed ordinary shares present or represented, equivalent to 99.812% of the total shares, approves the proposal to appropriate the profits of Banco Davivienda SA as of December 31, 2024.
11:24 amELECTION OF THE BOARD OF DIRECTORS FOR THE 2025-2027 PERIOD. Álvaro Montero reports that the shareholders have proposed electing Elsa Margarita Noguera de la Espriella to the position of member of the Board of Directors for the period 2025-2027, replacing Ana Milena López Rocha, who resigned from her position on June 26, 2024.
The Corporate Governance and Sustainability Committee previously verified the candidate’s profile and found that she does not face any disqualification or incompatibility to hold the position.
Therefore, the shareholders propose Elsa Margarita Noguera de la Espriella to replace Ana Milena López Rocha.
11:25 amAccordingly, they propose electing the following individuals to the Board of Directors of Banco Davivienda for the period from April 2025 to March 2027:
- Elsa Margarita Noguera de la Espriella
- Andrés Flórez Villegas
- Álvaro Peláez Arango
- Carlos Guillermo Arango Uribe
- María Claudia Lacouture Pineda
- Diego Molano Vega
- Álvaro Carrillo Buitrago
11:26 amELECTION OF FISCAL AUDITOR FOR THE 2025-2027 PERIOD. Mr. Gustavo Roa, Statutory Auditor at KPMG SAS, leaves the meeting. The Assembly with 370.370.124 ordinary shares subscribed that are present or represented, equivalent to 99.812% of the total shares, approves the appointment of the firm KPMG SAS to carry out the Statutory Audit of the Bank for the period April 2025 – March 2027, as well as the corresponding remuneration for its services.
11:29 amSTATUTORY AMENDMENT TO INCLUDE THE APPROVAL OF THE BANK’S RESOLUTION PLAN AS A FUNCTION OF THE BOARD OF DIRECTORS The Assembly with 370.370.124 ordinary shares subscribed that are present or represented, equivalent to 99.812% of the total shares, approves the statutory reform in order to include as a function of the Board of Directors the approval of the Bank’s Resolution Plan.
11:29 amPROPOSALS AND MISCELLANEOUS. Donations.
11:31 amAppointment of the Committee responsible for reviewing, approving, and signing the minutes of the meeting.
Álvaro Montero reports that A proposal was received proposing the names of Drs. Hernando Ramírez and Susana Pelaez to review, approve, and sign the minutes of the meeting. The meeting unanimously approved the appointments..
11:32 amThe Assembly, with 367,109,664 ordinary shares subscribed and present or represented, equivalent to 98.933% of the total shares, unanimously approves the appointment of Hernando Ramírez and Susana Pelaez as the Committee responsible for reviewing, approving and signing the minutes of the assembly.
The ordinary meeting ended with a quorum of 99.812%, corresponding to 370.370.124 of the total subscribed shares.
At 11:33 a.m. and the agenda exhausted, the Chairman thanked the Shareholders for their attendance and adjourned the meeting.