ORDINARY SHARES AND PREFERRED SHARES
BBVA has two types of shares: Ordinary and Preferred. Ordinary shares enjoy all the political and economic rights established by law, contemplated in the Colombian Code of Commerce.
Rights and obligations of preferred shareholders: Shares with preferred dividends and without voting rights confer on their holders the following rights and obligations:
- To be paid a minimum on the profits of each fiscal year, once the legal reserve has been constituted, before creating or increasing any other reserve, the preferred dividends fixed in the underwriting regulations on the subscription price of the share, under the terms provided in Article seven of the Issuance and Underwriting Regulation, which will be the equivalent of 5% of the subscription price of each share, provided that this rate exceeds the dividend declared for ordinary shares. Otherwise, said ordinary dividend will be recognized in favor of the preferred shareholders.
- Once the dividend referred to in the preceding numeral has been declared and the statutory and occasional reserves have been constituted, if the Shareholders' Meeting so disposes, the corresponding dividend will be declared in favor of the holders of ordinary shares and the holders of preferred shares, if applicable.
- In case of dissolution of the company and once the external liabilities have been paid, including the bonds convertible into shares, if any, their contributions will be reimbursed with preference over the holders of ordinary shares, including the additional paid-in capital.
- The right of preference in case of new issuances of shares with preferred dividends and without voting rights. However, in the event that only ordinary shares are issued, they will have the right to preferentially subscribe with respect to this type of ordinary shares.
- To request the convening of a meeting of holders of shares with preferred dividends and without voting rights, when requested by a number not less than 20% of the preferred shares in circulation, to deliberate and decide on matters of common interest.
- To appoint in the Assembly of Preferred Shareholders and in accordance with the Law, a representative to assist them in their rights before the Issuing Company.
- Shares with preferred dividends and without voting rights do not confer on their holder the right to participate in the Shareholders' Meetings and vote in them except in the following cases:
- When dealing with modifying the regime provided in the bylaws for shares with preferred dividends.
- When the anticipated dissolution, merger, transformation of the company, or change of its corporate purpose is to be voted on.
- When the preferred dividends has not been paid in its entirety during two consecutive fiscal years and while this situation lasts, in the terms of the Law.
- When the shareholders' meeting provides for the payment of dividends in bonus shares. In this event, the decision must be approved by the majority provided for in the Colombian Code of Commerce, which will include the favorable vote corresponding to eighty percent of the shares with preferred dividends.
- When ordered by the Financial Superintendence when the administrators have concealed, by any mechanism, benefits that would have increased the liquid profits, distributable among the shareholders.
- When the registration of these shares on the Stock Exchanges or in the National Securities Registry is suspended or canceled and while said situation lasts.
- To include the minimum preferred dividends on the purchase price of the share. Dividends will be paid in the offices of Banco Ganadero throughout the country and their periodicity and form of payment will be as disposed by the General Shareholder’s Assembly in the approval of the profit distribution project.
The late payment interest rate will be 1.2 times the current banking interest (Interés Bancario Corriente) certified by the Financial Superintendence of Colombia with the same periodicity established for the payment of the minimum dividends.
- The other rights contemplated in the law.
- The main obligations for preferred shareholders are those arising from the corresponding subscription contract, the bylaws, and the law.