Each year, ISA’s CEO calls the General Shareholders’ Meeting to study the Group’s situation, elect the members of the Board of Directors, analyze the accounts and financial statements of the previous fiscal year, arrange the distribution of profits, and agree on provisions aimed at ensuring compliance with the business purpose and common interest of shareholders.
It ensures that the General Shareholders’ Meeting accomplishes its objectives, and makes debate and decision-making easier, within a framework of respect and participation. The Board of Directors has legally and statutorily adopted the Functioning Regulations of the General Shareholders’ Meeting.
Remuneration Policy for the Board of Directors:
It describes the criteria to be taken into account for proper remuneration to the members of the Board of Directors.
Board of Directors Succession Policy:
It proposes the principles to nominate the best candidates to join the Board, ensuring its effective operation and contribution to the achievement of organizational objectives.
External Auditor Corporate Policy:
It defines all the guidelines for selecting, appointing, disqualifying and changing the External Auditor in ISA and our companies
Find here the documents that are useful for you as shareholder attending the Meeting. Also, find here a special selection of the minutes and historical decisions from previous Meetings.
The Chief Executive Officer of INTERCONEXIÓN ELÉCTRICA S.A. E.S.P. extends an invitation to the ORDINARY GENERAL SHAREHOLDERS’ MEETING to be held on Wednesday, March 29, 2023 at 9:00 a.m. at Plaza Mayor, Recinto de Exposiciones, Pabellón Verde, located in Calle 41 No. 55-80, Medellín, Colombia.
The ORDINARY GENERAL SHAREHOLDERS’ MEETING will consider the following agenda:
Approval of the agenda:
Right of inspection:
For shareholders interested in exercising their right of inspection, we inform that the documents required by the Law will be available as from March 7, 2023, at the main offices of ISA in Medellín, Antioquia, located at Calle 12 Sur 18-168 and by prior appointment requested by e-mail: accionesisa@isa.com.co.
Shareholders who are unable to attend the Meeting are requested to appoint their proxies by means of duly granted powers of attorney. Authorizations may not be granted to the Company’s administrators or employees. As of March 7, 2023,
the following information will be available on the corporate website www.isa.co for consultation by shareholders: 2022 Integrated Management Report, the proposals to be submitted by Management for consideration by the Shareholders’ Meeting, proxy requirements, unauthorized practices and various authorization templates.The meeting will be broadcast live on the company’s website www.isa.co. On the day of the Meeting, the registration of shareholders will begin at 7:00 am. Shareholders are requested to be punctual.
JUAN EMILIO POSADA
CEO
As of March 2023, information on the topics of the Shareholders’ Meeting and the management proposals that will be presented for consideration will be available.
In order to reinforce and guarantee the right of inspection and information of shareholders before the Ordinary General Shareholders’ Meeting, shareholders, regardless of the size of their shareholding, have the right to propose the introduction of one or more items to be discussed in the agenda of the General Shareholders’ Meeting, within five (5) calendar days following the publication of the convening announcement, and provided that the request of the new items includes a justification.
If the request is dismissed by the Board of Directors, the Board must respond in writing to those requests supported, at least by a percentage of shares of five percent (5%) of the share capital, explaining the reasons for its decision and informing the shareholders of their right to raise their proposals during the Ordinary General Shareholders’ Meeting.
In the event that the Board of Directors accepts the request, as the time for shareholders to propose items has elapsed, an addendum of the General Shareholders’ Meeting convening announcement will be published, at least fifteen (15) calendars days before the meeting.
In the same period of five (5) calendar days following the publication of the convening announcement, shareholders may present in a solid basis new Agreement Proposals on issues already included in the Agenda, and the Board of Directors will act accordingly.
On this basis, for the proposals related to the election of the Board of Directors, the following documents must be attached during the aforementioned period:
(i) written communication accepting to be included in the list of candidates for the Board, and
(ii) written communication of each candidate expressing compliance with the independence requirements provided in the second paragraph of Article 44 of Law 964 of 2005, when proposed as such.
Shareholders have the right to request, at least five (5) business days prior to the General Shareholders’ Meeting, information or clarifications deemed necessary through the traditional channels, and/or when it applies, regarding new technologies, or to formulate written questions deemed necessary with respect to matters included in the agenda of the General Shareholders’ Meeting.
Information will be rejected if it results unreasonable, irrelevant, confidential, or when its disclosure puts at risk the competitiveness of ISA and our Group. Likewise, when the response provided to a shareholder generates an advantage position against others, the ISA will guarantee access to such response to the other shareholders.
At ISA’s headquarters in Medellin, via online to our shareholders when they request it, regarding the provisions of Circular 100 – 000002 of the Superintendence of Corporations, an office called “Shareholder Service Office” will be available. It will be supported by the Chief Legal Office and the Chief Corporate Finance Office, with the purpose of making available to shareholders the documents to exercise their right to inspection within fifteen (15) business days prior to the Meeting, such as: financial statements, management report, minutes of the previous meeting, and minutes of meetings of the Board of Directors.
Please review the information we have provided for the granting of proxies.
The proxy or representative of a shareholder cannot split the vote of his represented person, which means that he/she is not allowed to vote with one or more represented shares, in a certain way or by certain people, and with one or other shares in different sense or by other people. This individuality of voting does not oppose that the representative of several shareholders may vote in each case, following in a separate way the instructions given to him/her by each person or each group represented.
The proxy may be submitted through electronic, optical, or similar means, provided that the requirements established in Law 527 of 1999 and the rules that add, modify, or replace it are fulfilled.
Proxies may not be granted to the Company’s administrators or employees.
Consult here the requirements for proxies, non-authorized practices and different proxy models for representation in the Meeting.
Special consideration will be given to the following regulations: Article 184 and 185 of the Code of Commerce, ISA’s Bylaws and the External Circular 24 of 2010 (Basic Legal Circular 028 of 2014 – Part III, Title I, Chapter VI).
The software to be used by FIDUCOLOMBIA will include a database of all shareholders, as well as the list of all ISA’s employees and contractors, with the purpose to automatically reject, from the registry, the proxies granted to ISA’s employees or contractors.
The shareholders toll-free line 018000115000 of ISA is enabled to address any doubt of shareholders.
Consult here the communication sent by the Chairman of ISA’s Board of Directors to the Superintendence delegated for Issuers, Investment Portfolio and other agents, where actions to comply with the External Circular 24 of 2010 (Basic Legal Circular 028 of 2014 – Part III, Title I, Chapter VI)* are taken.
We reserve the right to verify the identification of shareholders.
We are not liable if the gift is not delivered due to force majeure or fortuitous event.
In order to ensure proper representation of shareholders during the Ordinary General Shareholders’ Meeting, as it would be held remotely on March 27, 2020 as part of the preventive measures to protect our health and well-being, and as approved by the Financial Superintendence of Colombia, ISA provides the following proxy templates for use by the suggested attorneys-in-fact:
These templates are not mandatory. They are just a guide and it’s your choice to use them or not.
Proxy template for natural person of legal age
Proxy template for minor represented by both parents
Proxy template for minor represented by one parent
Proxy template for legal person
In any case, the proxies must meet the following requirements:
To be fully filled out, marking “X” on your preferred attorney-in-fact and the way your vote is cast for each of the proposals to be submitted to the Meeting. If the way the vote is cast is not specified, we will take it into account for verification of the quorum, but not for the calculation of the majorities.
If several attorneys-in-fact are chosen, only the first one will be considered, in order of listing. Likewise, if for any major reason the attorney-in-fact should be replaced, it shall be understood that any other attorney-in-fact listed in the proxy is authorized to replace them.
The proxies must be signed and sent to the e-mail: accionesISA@isa.com.co together with the relevant annexes. The deadline will be March 26, 2020 until 6:00 p.m. (Colombian time)
Attach the corresponding annexes taking into account the following:
Proxy template for natural person of legal age: copy of the I.D. of the natural person.
Proxy template for minor persons: copy of the minor’s I.D. (birth certificate, NUIP, Minor’s I.D. Card, or other) and the documents showing who are the minor’s representatives listed in the proxy (birth certificates or others) and the I.D. of the representatives who sign the proxy.
Proxy template for legal person: certificate of existence and legal representation (or equivalent document) issued within the last three (3) months.
Please consider that:
None of the proxies require to be notarized, just send them via the authorized e-mail. More information about the suggested proxies can be found in their resumes, which we have published. Also, you can call them at the phone number (4) 352-50-00:
The Financial Superintendence of Colombia authorized the use of the suggested attorneys-in-fact during the Ordinary General Shareholders’ Meeting held on March 27, 2020 due to the public health emergency in the country.
Article 184 of the Colombian Code of Commerce provides the legal requirements for proxies so as to shareholders may be represented at the shareholders’ meetings:
“Article 184. REPRESENTATION OF MEMBERS AT THE SHAREHOLDERS’ OR PARTNERS’ MEETING: Each member may be represented at the meetings of Shareholders or partners through a proxy granted in written, indicating the name of the legal representative, the person to whom they may replace, if applies, the date or time for which the power is granted and other requirements indicated in the bylaws.”
Proxies granted abroad will only require the formalities described herein.
According to Article 185 of the Colombian Code of Commerce, it is forbidden for shareholders to grant proxies to administrators and/or employees of the Company:
“ARTICLE 185. INCOMPATIBILITIES FOR ADMINISTRATORS AND EMPLOYEES: Except in the cases of legal representation, while the corporation’s administrators and employees are in exercise of their positions, they may not represent shares other than their own at the shareholders’ or partners’ meetings and they are not allowed either to substitute the proxies granted to them. They may also not vote the balance sheets and year-end accounts or those of the liquidation.”
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ISA is committed to transparency and ethics. ISA now has a specialized toll-free line to address your questions or complaints and find an effective solution. Learn more about our Ethics Line
