Cementos Argos S A : Attached is the Letter of the Board of Directors, related to the Chapter 6, Title I of part 3 of Circular Básica Jurídica (Circular Externa 029 of 2014)
March 02, 2021 at 03:30 pm
Share
CIRCULAR LETTER BOARD OF DIRECTORS
CEMENTOS ARGOS S.A.
February 24, 2021
Attn:
Legal Representatives, Administrators and other Employees Cementos Argos S.A.
Subject:
Measures to ensure compliance with Chapter Six, Title I, Part III of Circular Básica Jurídica (Circular Externa 029 of 2014), issued by the Superintendencia Financiera de Colombia (Colombian Superintendence of Finance).
The Board of Directors of Cementos Argos S.A. ("Argos") in compliance with Chapter Six, Title I, Part III of Circular Básica Jurídica (Circular Externa 029 of 2014), issued by the Superintendencia Financiera de Colombia (Colombian Superintendence of Finance) established the following measures in order to guarantee the effective participation of all Shareholders at the General Shareholders' Meeting to be held on March 24, 2021.
The legal representatives, administrators and other employees of Argos must:
1. Treat every Shareholder equally and fairly.
2. Abstain to hinder the Shareholders' right to be represented in the General Shareholders' Meeting. To guarantee the Shareholders' participation through representatives, the Board of Directors orders every legal representative, administrator or employee to refrain from:
- Encouraging, promoting or suggesting shareholders the use of power of attorneys that lack the unequivocal statement of the representative's name.
- Receiving from Shareholders, powers of attorney in which the name of the legal representative that will attend the General Shareholders' Meeting is not clearly mentioned;
- Accepting as valid any powers of attorney that do not fulfill the requirements provided by Article 184 of the Commercial Statute.
- Advising any Shareholder to vote for a determined list.
- Suggesting, coordinating or arranging with Shareholders or any representative to submit any proposal that would have to be considered by the Meeting.
- Suggesting, coordinating or arranging with any Shareholder or any representative how to vote any proposal presented to the Meeting.
In accordance with the authorization granted by the Colombian Superintendence of Finance
to the company on February 10, 2021, the prohibition stipulated in numeral 1.1.4 from the above-mentioned Chapter Six, Title I, Part III of Circular Básica Jurídica was excepted and Argos is authorized to suggest the names of those persons who shall serve as proxy-holders for the Shareholders at the upcoming Shareholders' Meeting, provided that they are required to vote in accordance with the instructions required by the Shareholders.
In order to comply with the measures abovementioned, and in general, to comply with Chapter Six, Title I, Part III of the Circular Básica Jurídica (Circular externa 029 de 2014) of the Superintendencia Financiera de Colombia (Colombian Superintendence of Finance), as to ensure the legality of the power of attorneys granted by the Shareholders, the Board of Directors has decided to establish a Special Committee conformed by the Company's Secretary and Argos' Internal Auditor. The Committee will report to the Board of Directors prior to the Meeting on the fulfillment of the mentioned Circular and will suggest the necessary recommendations to avoid inconveniences in its due application.
Relevant information will be released according to the terms set forth in Chapter Six, Title I, Part III of the Circular Básica Jurídica (Circular externa 029 de 2014) of the Superintendencia Financiera de Colombia (Colombian Superintendence of Finance).
Sincerely,
(original signed)
Jorge Mario Velásquez President of the Board of Directors Cementos Argos S.A.
Cementos Argos SA published this content on 24 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 March 2021 20:29:03 UTC.
Cementos Argos SA is a Colombia-based company engaged in the production of cement, aggregates and concrete mix products, such as white and gray cement, lime and mortar. It is also involved in the operation and management of quarries and deposits of clay and limestone. The Company has its production plants located in Sogamoso, San Gil, Barranquilla, Toluviejo, Sabanagrande, Nare, Cairo, Rioclaro and Yumbo. The Company owns such subsidiaries as Valle Cement Investments Ltda, Lafarge Cementos SA de CV, Sociedad Portuaria Las Flores SA, Concretos Argos SA, Ganaderia Rio Grande SAS, Urbanizadora Villa Santos SAS, Transatlantic Cement Carriers Inc, Lafarge Cementos SA de CV, Ciments Guyanais and Argos SEM SA, among others.
Cementos Argos S A : Attached is the Letter of the Board of Directors, related to the Chapter 6, Title I of part 3 of Circular Básica Jurídica (Circular Externa 029 of 2014)