SFC - Anexo Circular Externa 28 de 2014 (2)

IMPLEMENTATION REPORT OF BEST CORPORATE

PRACTICES

ISSUER’S BUSINESS NAME

LEGAL REPRESENTATIVE ______________

LEGAL REPRESENTATIVE APPOINTED FOR SENDING

THE IMPLEMENTATION REPORT ______________________________

REPORT PERIOD__________________________

REPORT DATE_____________________________

FINANCIAL SUPERINTENDENCY OF COLOMBIA

Page 2 INTRODUCTION The implementation of the recommendations of the new Code of Best Corporate Practices of Colombia should be reported by issuers to the Financial Superintendence of Colombia (FSC) by this Implementation Report of Best Corporate Practices. This report is aimed to inform the securities market about the implementation or not of the recommendations of the Code by each issuer. To this end, for each recommendation there are three boxes for YES, NO and N.A. (not apply), as well as a space to supplement its response as follows: If the answer is yes, the issuer must briefly describe the way such implementation has been made. If not, the issuer must explain the reasons why it has not been adopted. The N.A. response can only be provided by the issuer in cases that for legal reasons it is not possible to adopt the recommendation. In this case, the issuer must indicate precisely the law or regulation which prevents it. Given that, some recommendations are made up of a number of specific aspects, is important to emphasize that these will only be understood as implemented if all of the aspects that compose them are met, unless the reason for not adopting some is of legal nature, which should be indicated. Each recommendation has a box to indicate the date the issuer first implemented it. Additionally, there will be a box where the dates on which changes are made will be recorded. Finally, when the issuer by its nature does not have the specific body to which the recommendation relates it shall be understood that it refers to the equivalent body within the entity.

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I. SHAREHOLDER RIGHTS AND EQUAL TREATMENT

Measure No. 1: The principle of equal treatment.

1.1. The corporation gives equal treatment to all the shareholders who have similar shares and conditions, without granting access to privileged information to some shareholders above others. 1.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 1.2. The Board of Directors has approved concrete procedures to determine the corporation’s ways to relate to the different types of shareholders, regarding matters such as: access to information; answer to information requests; communication channels; interaction between the shareholders and the corporation, its Board of Directors, and the remaining managers. 1.2 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain:

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Page 4 N.A. Precise the law or regulation that prevents the adoption of the recommendation: Implementation Date Modification Dates Measure No. 2: Information about shares. 2.1. Through its web site, the corporation informs the public, in a clear, precise, and comprehensive way, the different types of shares issued by the corporation, the quantity issued per type, and the quantity of shares reserved, as well as the rights and obligations inherent to each type of share. 2.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates Measure No. 3: No capital dilution. 3.1. In transactions that may cause the dilution of the capital of minority shareholders (i.e. a capital increase with a waiver of preemptive rights in the subscription of shares, a merger, a segregation (spinoffs), among others), the corporation will explain them to the shareholders in detail through a previous report of the Board of Directors. Such a report will contain the opinion, about the terms

of the transaction, of a renowned external independent advisor appointed by the Board of Directors (fairness opinion). These reports will be made available to the shareholders before the Assembly, within the terms for the exercise of inspection rights.

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Page 5 3.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates Measure No. 4: Information and communication with shareholders. 4.1. The corporation has an institutional web site in Spanish and English, with a link of Corporate Governance, or of relations with shareholders and investors, or equivalent. It will include financial and non-financial information in the terms proposed by recommendations 32.3 and 33.3. Furthermore, under no circumstance, it will include the corporation’s confidential information, or that relative to company secrets, or any other whose disclosure could be used to the detriment of the corporation. 4.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates FINANCIAL SUPERINTENDENCY OF COLOMBIA Page 6 4.2. The corporation has permanent-access mechanisms targeted exclusively to shareholders, such as a web link (only for them), or an office devoted to the relations with shareholders and investors, periodical information sessions, among others. These spaces should permit them state their opinions, concerns or suggestions on the corporation’s development, or about their condition as shareholders. 4.2 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 4.3. The corporation organizes events to present quarterly results to its shareholders and to market analysts. These may be in person or through distantcommunication media (conference, video conference, etc.). 4.3 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation:

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Page 7 Implementation Date Modification Dates 4.4. The corporation organizes or takes part in presentations, events, or fora on fixed-yield instruments, mostly addressed to debt-security investors and market analysts. These events offer updates on the issuer’s business indicators, the management of its liabilities, its financial policy, its ratings, its behavior concerning covenants, etc. 4.4 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 4.5. The corporation’s bylaws provide that a shareholder or group of shareholders, representing at least five percent (5%) of the capital, may request the performance of Specialized Audits on matters other than those pertaining to the audits carried out by the corporation’s Statutory Auditor (Revisor Fiscal). Depending on its capital structure, the corporation may determine a proportion below five percent (5%). 4.5 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain:

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Page 8 N.A. Precise the law or regulation that prevents the adoption of the recommendation: Implementation Date Modification Dates 4.6. For the exercise of this right, the corporation has a written procedure with the precisions provided in recommendation 4.6. 4.6 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates Measure No. 5: Behavior of managers before takeovers or transactions to

change the corporation’s control. 5.1. The members of the Board of Directors and of the senior management have agreed expressly, in their letters of acceptance or contracts, that as soon as they learn of a take-over bid or other relevant transactions, such as mergers or segregation (spinoffs), there will be periods during which they will not negotiate, directly or indirectly through a third party, any shares of the corporation. 5.1 Measure Implementation YES NO N.A.

YES. Briefly indicate:

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NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates Measure No. 6: Listing of corporations clustered in conglomerates. 6.1. Without prejudice to the independence of every single company of the conglomerate and to the responsibilities of its management bodies, the conglomerate has an organizational structure that defines for the three (3) governance levels (Shareholders Assembly, Board of Directors, and senior management), the key bodies and individual positions and the relations between them. Such a structure is public, evident, and transparent; it determines clear responsibility and communication channels; it facilitates the conglomerate’s strategic direction, and its effective supervision, control, and management. 6.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 6.2. Under the previous provision, the holding company and its most important subordinates have defined a framework for institutional relations through the subscription of an agreement. Such an agreement is public, has been approved by the Board of Directors of each of the companies, and it regulates the topics indicated in recommendation 6.2.

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Page 10 6.2 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates Measure No. 7: Conflict resolution. 7.1. Except for the disputes between shareholders, or between shareholders and the corporation or its Board of Directors that by explicit legal mandate must be settled necessarily before the ordinary jurisdiction, the corporation’s bylaws include conflict-resolution mechanisms such as direct agreements, amiable composition, settlement, or arbitration. 7.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date

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Page 11 Modification Dates

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II. GENERAL ASSEMBLY OF SHAREHOLDERS

Measure No. 8: Functions and competence. 8.1. Besides other functions assigned to the General Assembly of Shareholders by the legal framework, the bylaws explicitly confer the functions of the General Assembly of Shareholders related in recommendation 8.1, and emphasize their exclusive and non-delegable nature. 8.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates Measure No. 9: Regulation of the General Assembly of Shareholders. 9.1. The corporation has a regulation for the General Assembly of Shareholders, which set up norms for any tasks within its competence. They range from its meeting calls, to the preparation of the information intended for shareholders, their attendance, the development and exercise of their political rights, so that they are fully aware about the regime that governs the Assembly’s sessions. 9.1 Measure Implementation YES NO N.A.

YES. Briefly indicate:

NO. Explain:

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Page 13 N.A. Precise the law or regulation that prevents the adoption of the recommendation: Implementation Date Modification Dates Measure No. 10: Meeting Call for the Assembly. 10.1. To ease the shareholders’ exercise of their information rights, the bylaws provide that the meeting call for the ordinary General Assembly of Shareholders must take place no less than thirty (30) common days in advance; in the case of the extraordinary meetings, the call will take place with at least fifteen (15) common days of anticipation. This will be without prejudice to the legal terms set forth for company restructuring (e.g. mergers, segregation (spinoffs), or transformations). 10.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 10.2. Besides the traditional and obligatory media set forth within the legal framework, the corporation ensures the widest communication and publicity for the meeting call. This will be done by using e-media, such as the corporate web site, individual alerting e-mails, and even the social networks if deemed appropriate. 10.2 Measure Implementation YES NO N.A.

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YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 10.3. For increased transparency during the decision-making process of the General Assembly, besides its Agenda, stating point by point the subjects for discussion, the corporation ensures that simultaneously with the meeting call, or at least fifteen (15) common days before the meeting, the shareholders receive the Agreement Proposals that the Board of Directors will submit to the General Assembly of Shareholders concerning each of those points. 10.3 Measure Implementation YES NO N.A.

YES. Briefly indicate:

NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates FINANCIAL SUPERINTENDENCY OF COLOMBIA Page 15 10.4. The General Assembly of Shareholders will analyze and approve the corporation’s segregation (spinoffs) (escisión impropia) only when this subject had been included explicitly in the respective meeting call. 10.4 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 10.5. The Agenda that the Board of Directors is proposing features the subjects for discussion accurately. It does not permit that any significant issues become obscured under imprecise, nonspecific, overly general, or very wide expressions such as “others” or “proposals and miscellaneous.” 10.5 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates FINANCIAL SUPERINTENDENCY OF COLOMBIA Page 16 10.6. In the case of amendments to the bylaws, each article or group of articles substantially different will be voted separately. In any case, an article will be voted separately if any shareholder or group of shareholders, representing at least five percent (5%) of the corporate capital, request it during the Assembly. The shareholders will be informed of this right beforehand. 10.6 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 10.7. Without prejudice to the article 182 of the Code of Commerce, to strengthen and ensure the shareholders’ rights of inspection and information before the Assembly, the

bylaws recognize their right to propose the inclusion of one or more points for discussion within the Agenda of the General Assembly of Shareholders, regardless of the size of their stock participation. This will take place within reasonable period of time and provided that their request includes a justification. The shareholders will make such a request within five (5) common days following the publication of the meeting call. 10.7 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain:

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Page 17 N.A. Precise the law or regulation that prevents the adoption of the recommendation: Implementation Date Modification Dates 10.8. If the Board of Director refuses the request, it must reply in writing to those requests supported by at least five percent (5%) of the corporate capital, or a lower proportion as provided by the company based on its degree of ownership concentration. In such a reply, it will explain the reasons for its decision, and inform the shareholders of their right to make proposals during the Assembly, under the provisions of the abovementioned article 182 of the Code of Commerce. 10.8 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 10.9. If the Board of Directors accepts the request, once expired the shareholders’ term to propose subjects –as set forth in the preceding recommendations, a complement to the meeting call for the General Assembly of Shareholders will be published at least fifteen (15) common days before the meeting. 10.9 Measure Implementation YES NO N.A.

YES. Briefly indicate:

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NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 10.10. Within the same term provided in the paragraph 10.7, the shareholders may

submit new and well-grounded Agreement Proposals to matters previously included on the Agenda. For these requests, the Board of Directors will act according to the provisions of the paragraphs 10.8 and 10.9 above. 10.10 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 10.11., The corporation will use e-media, and particularly the institutional web site available only to shareholders, to convey to them the documents and information related to each of the points of the Agenda for the meeting. 10.11 Measure Implementation YES NO N.A.

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YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 10.12. The corporation bylaws recognize the shareholders’ right to request the information or clarification that they deem appropriate with enough anticipation, either through traditional channels and/or, if suitable, through new technologies, or to express in writing their questions on the subjects of the Agenda, the documentation received, or the public information issued by the corporation. Depending on the term of the corporation to call for a General Assembly of Shareholders, it will determine the period within which the shareholders will exercise this right. 10.12 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates FINANCIAL SUPERINTENDENCY OF COLOMBIA Page 20 10.13. The corporation foresees that the requested information may be denied if, based on internal procedures, it may be considered: i) non-reasonable; ii) irrelevant to learn about the corporation’s progress or interests; iii) confidential, which will include reserved information within the securities market; business secrets; and transactions in

progress, whose success for the company will be contingent upon their secrecy; iv) any other information that if disclosed will compromise imminently and seriously the competitiveness of the company. 10.13 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 10.14. When an answer provided to a shareholder may grant him some advantage, the corporation guarantees the access to that answer to the other shareholders, on a concomitant basis, according to the mechanisms set forth for that purpose, and under the same conditions. 10.14 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation:

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Page 21 Implementation Date Modification Dates Measure No. 11: Norms on representation. 11.1. Without prejudice to the limits set forth in the article 185 of the Code of Commerce, the External Circular 24 of 2010, and the regulations which may amend, supplement, or substitute them, the corporation does not limit the shareholder’s right to be represented at the General Assembly of Shareholders, including the delegation of his vote to any other person, whether it is a shareholder or not. 11.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 11.2. The corporation minimizes the use of blank-voting representatives or those without voting instructions by promoting actively the use of a standard letter of representation that the company conveys to the shareholders or publishes on its web site. The model features the points of the Agenda and the respective Agreement Proposals, determined under the procedures previously set forth, which will be

submitted to the shareholders for consideration. The purpose is that shareholders, as they deem appropriate, may instruct their representatives about their voting on each case. 11.2 Measure Implementation YES NO N.A.

YES. Briefly indicate:

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NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates Measure No. 12: Attendance of other persons besides the shareholders. 12.1. To revitalize the General Assembly’s role in defining the corporate will, and to turn it into a much more participatory body, its regulation require that the members of the Board of Directors and particularly the presidents of the Board committees and the President of the corporation attend the Assembly to address the shareholders’ concerns. 12.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates

III. BOARD OF DIRECTORS Measure No. 13: Functions of the Board of Directors. 13.1. The bylaws specify explicitly the functions that will not be delegated to the senior management, among them the ones provided in recommendation 13.1.

13.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 13.2. Without prejudice to the autonomy of the governance bodies of the subordinated companies, when the corporation acts as the holding company of a conglomerate, these functions of the Board of Directors keep a group perspective and are implemented through general policies, guidelines, or information requests that respect the balance between the interests of the holding company, those of the subordinates, and those of the conglomerate as a whole. 13.2 Measure Implementation YES NO N.A.

YES. Briefly indicate:

NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation:

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Page 24 Implementation Date Modification Dates Measure No. 14: Regulation of the Board of Directors. 14.1. The Board of Directors has approved internal regulation for its organization, operation, the rights and duties of its members, its President, and its Secretary. This regulation is informed to the shareholders, and they are binding upon the members of the Board. 14.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates Measure No. 15: Size of the Board of Directors. 15.1. In its bylaws, the corporation has decided not to have alternate members in its Board of Directors. 15.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain:

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Page 25 N.A. Precise the law or regulation that prevents the adoption of the recommendation: Implementation Date Modification Dates Measure No. 16: Appointment of the Board of Directors. 16.1. Departing from the premise that, once elected all the members of the Board of Directors act in the corporation’s best interest, the corporation, enforcing the highest transparency, identifies the origin of the different members of the Board according to the scheme provided in recommendation 16.1. 16.1 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 16.2. The corporation has procedures, implemented through the Nomination and Compensation Committee, or some other with similar functions, which enable the Board of Directors, based on its own dynamics and the findings of the annual assessments, reach the objectives indicated in recommendation 16.2.

16.2 Measure Implementation YES NO N.A.

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YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 16.3. The Board of Directors informs the shareholders about the professional profiles deemed necessary so that the different stakeholders (mainly any controlling, significant, or institutional shareholders, any groups of shareholders or families, if there are any, and the Board itself) may identify the most appropriate candidates. 16.3 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 16.4. The corporation considers that the mere review of the résumés by the shareholders is not enough to decide on the candidates’ fitness. Consequently, it has FINANCIAL SUPERINTENDENCY OF COLOMBIA Page 27 internal procedures to assess any legal incompatibilities and inabilities, as well as a candidate’s appropriateness to the needs of the Board of Directors. These procedures evaluate a set of criteria that the candidates’ functional and personal profiles must meet, and verify their compliance with some objective requirements to become a member of the Board of Directors, and some additional requisites to become an independent member. 16.4 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 16.5. Besides the independence requirements set forth by the Law 964 of 2005, the corporation has voluntarily adopted a more rigorous definition for this concept than that of the said law. Such definition has been accepted as a reference framework through the regulation of the Board of Directors; it includes, among other requirements

to be assessed, that of the relationships or links of any kind of a candidate to become an independent member with any controlling or significant shareholders or their related parties, either domestically or abroad. Furthermore, it requires a double statement of independence: (i) that of the candidate before the corporation, its shareholders, and senior-management members, expressed in his letter of acceptance, and (ii) that of the Board of Directors with respect to the candidate’s independence. 16.5 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain:

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Page 28 N.A. Precise the law or regulation that prevents the adoption of the recommendation: Implementation Date Modification Dates 16.6. Based on its internal regulations, the corporation considers that the Board of Directors, through its President and with the support of the Nomination and Compensation Committee, or that which fulfill its duties, is the most appropriate body to centralize and coordinate the process to appoint the Board before the General Assembly. In this way, the shareholders that wish to become Board members based on their stock participation, may learn about the Board’s needs, express their aspirations, and negotiate any stock-based balances and distribution among the different types of members. Moreover, they may present their candidates and agree that the Nomination and Compensation Committee assess their fitness before the vote during the General Assembly of Shareholders. 16.6 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation that prevents the adoption of the

recommendation: Implementation Date Modification Dates 16.7. Regulation of the Board of Directors foresees that the assessment of the candidates’ suitability must take place before the General Assembly of Shareholders. Consequently, the shareholders will have, with enough anticipation, sufficient information on the proposed candidates (personal qualities, suitability, background, experience, integrity, etc.) to evaluate them well.

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Page 29 16.7 Measure Implementation YES NO N.A.

YES. Briefly indicate: NO. Explain: N.A. Precise the law or regulation tha