Cementos Argos S A : Proposal Point 4 of the Agenda
April 13, 2022 at 10:55 am EDT
Share
April 12, 2022
Dear
Cementos Argos SHAREHOLDERS' GENERAL ASSEMBLY
Subject: Proposals on item 4 of the agenda for the Shareholders' extraordinary meeting summoned for April 19, 2022
Dear Shareholders:
The administration presents the forthcoming proposals to the Cementos Argos Shareholders' General Assembly prior to the following considerations:
1. That it is the responsibility of the Board of Directors to deliberate and decide on the takeover bid for the common shares of Grupo de Inversiones Suramericana S.A. made by JGDB Holding S.A.S. on March 29, 2022 (hereinafter the "Offer");
2. That Dr. Jorge Mario Velasquez, Dr. Alejandro Piedrahíta and Dr. Rafael Olivella have mentioned a series of circumstances that give way to potential conflicts of interest to deliberate and decide, in their capacity as members of the Board of Directors, regarding the Offer, such and as stated in the communications of April 5, 2022 sent by them to the Chairman of Cementos Argos, which are attached to this proposal and that will be read during the Shareholders' General Assembly.
3. That the Shareholders' General Assembly is the competent body to hear about possible conflicts of interest of the members of the Board of Directors who have disclosed it; and
4. That without considering the three potentially conflicting members indicated above, the Board of Directors of Cementos Argos would have enough quorum to deliberate and decide on the Offer with the remaining members of the Board of Directors, who also hold the condition of independent members in accordance with the provisions of Law 964 of 2005.
1 de 2
In view of the foregoing, the following proposals are made to the Cementos Argos
Shareholders' General Assembly:
First. Not to authorize Dr. Jorge Mario Velasquez to deliberate and decide, in his capacity as a member of the Board of Directors of Cementos Argos, in the meetings held to analyze the Offer and decide whether to accept or decline.
Second. Not to authorize Dr. Alejandro Piedrahíta to deliberate and decide, in his capacity as a member of the Board of Directors of Cementos Argos, in the meetings held to analyze the Offer and decide whether to accept or decline.
Third. Not to authorize Dr. Rafael Olivella to deliberate and decide, in his capacity as a member of the Board of Directors of Cementos Argos, in the meetings held to analyze the Offer and decide whether to accept or decline.
Sincerely,
Juan Esteban Calle Cementos Argos CEO
2 de 2
Attachments
Original Link
Original Document
Permalink
Disclaimer
Cementos Argos SA published this content on 13 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2022 14:54:04 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.