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HAVING THE RIGHT INFORMATION IS THE RIGHT DECISION IR Recognition Guidance

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Page 1: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

HAVING THE RIGHT INFORMATION IS THE RIGHT DECISION

IR RecognitionGuidance

Page 2: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

Guía de Reconocimiento IRWhat is InvestorRelations?

Investor Relations (IR) is a corporate strategy through which security issuers create a channel that enables direct and close interaction between the company's management and its shareholders, investors and other stakeholders. Its main objective is to convey accurate and timely information for investors to make an informed judgment.

The person responsible for IR functions must have adequate insight of the business, the industry and the market, in addition to having technical and communication skills that build trust in current and potential investors. He/She must be provided with direct access to senior management in order to be able to properly communicate the company's strategic planning and efficiently channel investors' opinions and expectations.

Page 3: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

Guía de Reconocimiento IR

Having an IR Department provides the following benefits, namely: it builds the trust of current investors and increases the possibility of attracting new investors, since having the right information provides a more accurate understanding of the company's situation. Having a direct channel of communication, where concerns can be clarified in an efficient and reliable manner.

Different tools are implemented in investor relations to provide information and service to those interested in investing in the company. These tools include the publication of corporate information on the issuer's website, as well as the arrangement of conferences, private meetings and periodic events to report financial results and press releases.

They are also in charge of reporting key aspects of the company, such as corporate strategy, future projects, management's credibility and experience, as well as good governance and social responsibility practices, among others.

Why is it so important to have an IR department?

What tools does IR have?

Page 4: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the
Page 5: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

IssuerRecognition - IR

Bolsa de Valores de Colombia (BVC) promotes the voluntary adoption of best IR practices among listed issuers, with the intention of increasing the eligibility of the Colombian market by local and foreign investors.

Since investors must make quick decisions based on accurate and timely information, investor relations takes on great meaning by reducing the time of uncertainty and volatility thereof.

Academic studies mention the benefits obtained through implementation of effective Investor Relations programs. Such benefits include increases in analyst coverage, and monitoring of medium and large trading volume.

Additionally, such studies indicate that Investor Relations teams that adopt better international practices are considered more qualified by institutional and foreign investors. Also, they reduce the volatility of their securities and their borrowing costs.

Page 6: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

Issuer Recognition (IR), hereinafter IR Recognition, is granted to issuers that voluntarily decide to meet the requirements established in the BVC Bulletin, which enables them to use the BVC's registered trademark1 of Issuer Recognition (IR) as a marketing and advertising tool.

The trademark allows market agents and the public to identify them as issuers that adopt the best practices in terms of investor relations and disclosure.

The BVC publicly discloses the list of companies that have received IR Recognition and focuses efforts on disclosing this information in Colombia, as well as abroad.

The link below lists the names of issuers with IR Recognition:http://www.bvc.com.co/pps/tibco/portalbvc/Home/Empresas/IR/Empresas_IR?action=dummy

Simbol:

1The use of the trademark is granted by signing the license agreement between the issuer that has met all the requirements and the BVC. The use of the trademark is free of charge, and it is also personal and non-transferable.

What does Issuer Recognition (IR)

consist of?

Page 7: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

What

is the fi

rst st

ep

to o

bta

in IR

Recognit

ion

?

The first step consists of appointing an officer to be responsible for IR within the issuer organization. This person must be identifiable on the company's organizational chart and must report directly to the CEO and/or COO or equivalent positions in the company.After that, a communication signed by a legal representative must be sent to the BVC expressing interest in participating in IR Recognition.

This communication must contain the data of the person responsible for the IR function, along with a statement certifying that this person has proven technical and business skills to address investors' queries, in Spanish, as well as in English.

Page 8: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

Issuers that want to obtain IR Recognition must carry out the following activities:

Hold at least one event per quarter to present financial results to investors and analysts using one of the following methods: conference, video conference and/or teleconference. Holding such events will be optional in quarters in which the issuer holds ordinary meetings of the General Shareholders Meeting. This requirement will not be applicable to securities companies or companies that are legally authorized to issue securities.

Learn how to obtain

IR Recognition

1

2Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the company legally authorized to issue securities, as of the date of the application for IR Recognition, has published, at least on its website: (i) the information listed in articles 1.2.2. and 1.2.3. of the BVC Bulletin (information requested from all issuers listed on the BVC); and (ii) the information described below. All the information described below must be published in English and Spanish.

Page 9: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

Corporate structure, detailing situations of subordination and the relation with the controlling or parent company, subsidiaries and/or main subordinates, where applicable.

Current text of the Code of Good Governance, Code of Ethics, Corporate Bylaws, Rules of Procedure for the General Shareholders Meeting and the Board of Directors.

Completed copy of the last "Código País" Survey, in accordance with the scope of application of External Bulletin 028 / 2007 by the Financial Superintendence of Colombia (SFC, for the Spanish original) and regulations that add to, amend or replace it.

Description of the committees or supporting bodies for the Board of Directors indicating their roles, their composition, and if applicable, the position held in the company by members of said bodies.

Summaries of the CVs of the legal representatives currently published in the National Securities and Issuer Register and Board members, specifying those acting as independent members.

Sustainability report, if voluntarily generated, which must be included on the website, or Document or section of the website including the Corporate Social Responsibility practices adopted by the issuer.

2.1 General requirements for equity and �xed income securities

Page 10: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

List of analysts who perform financial research about the issuer's securities. Must include the name of the analyst, the name of their company and their contact information.

Corporate events agenda containing at least: i) Dates of events to present financial results (quarterly and annual), ii) Date on which the issuer will hold events for investors and analysts, if applicable.

Contact information for the Investor Relations office, including at least the telephone number and email.

Consolidated balance sheet and income statement corresponding to the last annual or semi-annual cut off date as applicable (audited with accounting notes) and the last quarter (not audited, no accounting notes).

FAQ Section.

A copy of any relevant information published by the issuer in the National Securities and Issuer Register (RNVE, for the Spanish original).

2.1

Cash flow statement (consolidated annual and consolidated/individual quarterly) in the case of entities outside the financial sector. In the case of financial sector entities, the aforementioned cash flow statement does not have to be presented quarterly. In the case of securities companies or companies legally authorized to issue securities, both financial statements and cash flow statements must refer to asset-backed securities or securities issued, not to the securities company or company issuing securities. The inclusion of notes will not be mandatory when information is held regarding the trends of the underlying asset, the vehicle (asset-backed security) and the securities.

Page 11: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

2Issuers that are required to submit a duly completed 20-F Form established by the Securities and Exchange Commission (SEC), with the full disclosure of this form, may decide not to translate the Management Report.

Management Report or equivalent document for the last year or last six months, as applicable, approved by the General Shareholders Meeting or the competent body.2

Corporate presentation containing at least: i) The issuer's general information, ii) Brief description and main lines of business or products, iii) Financial information and main financial indicators, and iv) Contact information.

Link to the website of foreign stock exchanges and/or foreign trading systems where the issuer's securities are listed.

Document used for the financial results presentation event.

Securities companies or companies legally authorized to issue securities must publish adequate information on their website related to the issuances, including information regarding the underlying asset, the asset-backed securities/ autonomous equity and outstanding securities.

Audio or transcription of the statement made during the results presentation event together with the questions and answers session held.

Page 12: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

Information must be made available to shareholders on the website prior to General Shareholders Meetings (applicable to ordinary and extraordinary meetings): i) Notification (date, time and place), ii) Detailed agenda, iii) List of candidates nominated by the shareholders to join the Board of Directors when the election of this body is included in the agenda set for consideration by the General Shareholders Meeting, iv) Financial information and relevant documentation for decision making by the General Shareholders Meeting, v) Proposed distribution of profits, when applicable.

Add the following to the corporate events agenda: i) Date of the General Shareholders Meeting (applicable to ordinary and extraordinary meetings), ii) Dividend payout dates.

Dividends per Share chart for the last five years, including the current year, date in which they were ordered and date when they were paid out. It must include the latest text of the proposed distribution of profits approved by the General Shareholders Meeting or the competent body, if applicable.

2.2 Speci�c additional requirements for equity market issuers

Page 13: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

Information regarding: i) current issuances (security type and amount), ii) current ratings, and name of the securities rating agency that provided said ratings.

Securities companies or companies legally authorized to issue securities will be required to publish a Master Issues Administration Certification, or a certification issued by a securities rating agency in order to evaluate their capacity to issue securities.

2.3 Speci�c additional requirements for �xed income issuers

Page 14: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the

Who are the members of theIR Committee?

The IR Committee is the BVC's independent body responsible for assessing issuers' compliance with the requirements and granting recognition. This Committee is made up as follows: i) members that comprise the BVC Listing Committee (the Exchange President & CEO or his alternate, one member of the Board of Directors or an alternate and one member representing the brokerage firms or an alternate) and, ii) two independent members who shall be elected by the BVC Regulation Committee, who must have proven experience on the securities market and cannot have any type of relationship of employment with the BVC.

Page 15: IR Cartilla 2017 english · 2020. 2. 6. · 1 2 Submit Annex 49 of the BVC Bulletin, signed by a legal representative, which attests that the issuer, the securities company or the