2 Zero Carbon Event Holding events (meetings, conferences, forums, etc.) where people from different regions of the country or foreigners participate generates greenhouse gas emissions due to multiple activities. ISAGEN is committed to the environment and therefore will off-set the emissions generated by this General Shareholders' Meeting. Steps for mitigation: 1. Carbon Footprint Measurement. 2. Off-set, through planning and the establishment of native species for conservation.
3 1 Verification of the quorum and approval of the agenda
4 Agenda 1. Verification of the quorum and approval of the agenda 2. Election of the Chairperson of the Meeting 3. Report by the Secretary of the Meeting on the approval of Minute No. 31 from March 27, Election of the committee to approve the Minute 5. Greeting from the Minister of Mines and Energy 6. Greeting from the Chairperson of the Board of Directors, and Board Performance and Compliance of Other Corporate Governance Practices Report 7. Management Report Report from the Minority Shareholders' Representatives
5 Agenda 9. Consideration of the financial statements closing on December 31, Reading of the Statutory Auditor's Report 11. Approval of the financial statements closing on December 31, 2012 and all other documents ordered by law 12. Profit Distribution Proposal 13. Proposal for amendments to bylaws and regulations of the Shareholders' Meeting 14. Election of the Board of Directors 15. Proposal to elect Statutory Auditor 16. Miscellaneous
6 2 Election of the Chairperson of the Meeting
7 3 Report by the Secretary of the Meeting on the approval of Minute No. 31 from March 27, 2012
8 4 Election of the committee to approve the Minute
9 5 Greeting from the Minister of Mines and Energy
10 6 Greeting from the Chairperson of the Board of Directors, and Board Performance and Compliance of Other Corporate Governance Practices Report
11 Board of Directors Composition: 7 primary members and 7 alternates, 5 of whom are independent. Executing the Improvement Action Plan. 14 Meetings (12 ordinary and 2 extraordinary) Attendance 94.9%. Fulfillment of its functions. Evaluation of its management; results reflected high performance.
12 Fulfillment of Other Corporate Governance Practices Actions to Improve and Strengthen Corporate Governance. Constant Promotion and Training. Corporate Transformation Exercise: Definition of a Higher Purpose. Strengthening the Organization's Ethics. Start of the New Hiring Agreement. Fair Treatment of Shareholders and Shareholder Service.
13 Fulfillment of Other Corporate Governance Practices Management Fulfillment of Statutory Functions and Responsibilities. Corporate Control System Operation. Favorable Opinion of the Company's External Control. AAA rating for Internal Public Debt Bonds (BRC) and Baa3 International Rating (Moody's). Constant Disclosure of Information to the Market.
14 Conclusions Fulfillment of the Corporate Governance Practices. Corporate Governance Growth at ISAGEN: Transparencia por Colombia Encuesta Código País Premio ANDESCO a la Responsabilidad Empresarial Recommendations Formalization of the Board Committee's Minutes Layout. Continue Strengthening the Organization's Ethics (Fraud-Risk Management Project). Extend Corporate Ethics Practices to Contractors. Continue Promotion Among Employees.
15 7 Management Report 2012
16 Our New Vision WE ARE DRIVEN TO CREATE SHARED VALUE
17 Our New Vision Higher Purpose "We Generate Intelligent Energy and Prosperity for Society" We generate efficient energy that contributes to climate change mitigation and maintains the Company's competitiveness in the Company by using collaborative networks and practices in line with sustainable human development and generating shared value for our stakeholders.
18 Business Performance WE BELIEVE IN THE FUTURE
19 Business Performance Manso Diversion Project Progress as of December 2012: 100% The preventive measure of suspending the start of operations by the National Authorities of Environmental Licenses is still in effect. We expect to find a definitive solution in the next few months.
20 Business Performance Amoyá River Hydroelectric Project Progress as of December 2012: 97.6% Start-up: April and May It will be the largest Clean Development Mechanism project in Colombia..
21 Business Performance Sogamoso Hydroelectric Project Progress as of December 2012: 71.5% Start-up: Second quarter of Firm energy obligations available for sale (1,440 GWh/year) for the period were assigned, (USD 22.6 million per year)
22 Business Performance A Renewable Energy Projects portfolio (hydroelectric, wind and geothermal energy) was created for new expansion plans.
23 Business Performance Energy Production Power plant availability at 94.13%, greater than Modernization Plan Advances: Runners for San Carlos and a supervision and control system for Jaguas. Securing fuel (JetA1 and gas) for Termocentro until November We generated 9,683 GWh, thus providing 16.81% of the National Demand.
24 Business Performance Energy Sales Revenue 3% higher than last year. We added 50 industrial clients to the Comprehensive Energy Management Program (GIE in Spanish). The greatest electric energy transfer to date to Venezuela (478.7 GWh). Energy supplied to the entire country. We are the trader with the largest share of the non-regulated market with a share of 21%.
25 Management Practices, Actions and Results WE WORK SO EVERYONE WINS
26 Management Practices, Actions and Results Environmental Protection Progress made in the Comprehensive Climate Change Management Plan: Carbon Footprint Measurement. Preparation of Clean Development Mechanism Candidate Projects. Construction of our new headquarters while respecting nature and centered on human beings. Agreements to protect the water resources in the basins and the First Conference on Water. Flora de Embalses - Guía ilustrada book about the basins of Eastern Antioquia (Basin Flora - An illustrated Guide).
27 Management Practices, Actions and Results Community Development Environmental Management Plans for power plants, building trust. Sogamoso Project's Restoration of Living Conditions program progressed 45% (75 homes and 76 productive projects). Community Development School. Creation of 100 initiatives in the communities. Job Creation Total: 9,081 Projects Power Plants 887
28 Management Practices, Actions and Results Employee Wellbeing Flexible work practices to balance work, personal and home life. Organizational climate measurement: 87.5% state that we make an effort to be a good place to work. Supplier Relations Minimum Sustainability Consensus. Creation of the Steering Committee of the Technological Partner Network.
29 Financial Management RESULTS THAT REFLECT OUR STRENGTH
30 Revenue and Operating Expenses Revenue International Contracts 90% Increased energy needs in Venezuela. Revenue 3% Operating Expenses 14% Expenses Energy purchases 178% Decreased energy generation. High prices on the spot market.
31 Profits and EBITDA Source: ISAGEN. Values in millions of COP 18
32 Share Price Evolution 2012 Our stock grew 20.4% in 2012, closing at $2,505
33 Other Aspects The first Colombian company to voluntarily publish its Financial Statements in line with International Financial Reporting Standards (IFRS). Extended the availability of a local bank credit of $ 1.54 trillion to May 2014 and adjusted its covenants, therefore granting us greater financial flexibility for the Sogamoso Project construction period. The Council of State left almost unchanged the settlement corresponding to the award related to the construction of the Miel Power Plant. This decision does not affect the financial statements because the corresponding funds have been set aside since 2011.
34 Our Challenges for 2013 THEY DRIVE US TO GROW
35 2013 Challenges Advance our expansion plan, meeting the Sogamoso Hydroelectric Project construction schedule and start-up the Manso diversion and Amoyá River Hydroelectric Project. Carry out all possible actions to improve the expected 2013 operational results. Begin the organizational transformation process to advance towards the Higher Purpose.
36 End of Report
37 8 Report from the Minority Shareholders' Representatives
38 Minority Shareholder's Representatives Nominated according to that set forth in the Shareholder Agreement underwritten by the Government on behalf of the Company's other shareholders. Current Board Representatives ( ): Luis Ernesto Mejía Castro (Primary) Jorge Humberto Botero Angulo (Alternate) They look after ISAGEN interests as a unit. Participation during 2012 Board of Directors Meetings 100% Committees of which we are part 100%
39 Disclosures Full compliance of our Legal, Statutory and Good Corporate governance functions and responsibilities. Conformity with reports and proposals presented at this Meeting. Actions taken on shareholders behalf Conformity with reports and proposals presented at this Meeting. Actions intended to decrease the costs of commissions paid by minority shareholders to direct depositors for managing their shares. Execution of an improvement plan for Corporate Governance Practices. Profit distribution proposal and payment method according to the Shareholder Agreement.
40 Actions taken on shareholders behalf Address requests, complaints and claims from Shareholders through different communication channels. Disclosure of relevant information and other initiatives aimed to strengthen shareholder relations. "Visit the Power Station" contest, as a mechanism for shareholders to get closer to and learn more about the Company. Gratitude and Commitment Gratitude for the vote of confidence granted to the representatives and commitment to continue working for ISAGEN's success, should the Meeting decide thus.
41 9 Consideration of the financial statements closing on December 31, 2012
42 Financial Statements as of December 31, 2012 Balance Sheet *Includes the equity tax recorded against the equity recalculation of * Figures in millions of pesos
43 Financial Statements as of December 31, 2012 Statement of Income
44 Financial Statements as of December 31, 2012 Balance Sheet * Figures in millions of pesos
45 Financial Statements as of December 31, 2012 Statement of Income * Figures in millions of pesos
46 Major Events 2012 Assets $1,264,686 was capitalized for projects under construction An independent equity of $120,125 was created to cover liabilities. Liquid gas (inventory) was purchased for $36,815 to ensure Termocentro's operations. The headquarters' furniture were sold for $19,600 with a net cost of $17,948 * Figures in millions of pesos
47 Major Events 2012 Liabilities Debt bonds were issued for $23,812 and they paid interest of $147,751 New financing liabilities were contracted for $610,273 Equity Dividend payment of $209,907 Income for the year of $460,903 * Figures in millions of pesos
48 10 Reading of the Statutory Auditor's Report
49 11 Approval of the financial statements closing on December 31, 2012 and all other documents ordered by law
50 12 Profit Distribution Proposal
51 Historic Dividends Paid by ISAGEN
52 Profit Distribution Proposal 5% increase over the ordinary dividend paid last year ($66/share) One-time payment on October 30, 2013
53 General Shareholders Meeting 13 Proposal for amendments to bylaws and regulations of the Shareholders' Meeting
54 Proposal Summary The Board of Directors recommends the amendment of the following regulations and comprehensive standardization of the Company Bylaws to the General Shareholders' Meeting: Reform Include the procedure to nominate Board of Directors candidates. Location Article 25 of the Bylaws. Article 3 of the Rules of Procedure for the Board. Add the knowledge of strategy to the Board of Directors member requirements. Article 27 of the Bylaws.
55 Proposal Summary Reform In regulations regarding the budget, eliminate public entity language (future terms). Include the Board of Directors ability to approve sponsorships. Location Article 28 of the Bylaws, Section 5. Article 28 of the Bylaws, Section 35. Approve donations with an affirmative vote of the majority of the independent members Article 28 of the Bylaws, Section 36 Article 35
56 Proposal Amendment Art. 25, Company Bylaws - ELECTIONS: The electoral quotient system will be applied whenever two (2) or more persons are to be elected as members of the Board of Directors, Committee or Collegiate Body. (...) PARAGRAPH: The candidate list and candidates nominated for the Board of Directors by shareholders must be presented to Company Management at least eight (8) work days prior to the Meeting in which said body will be decided. The Board of Directors nominees must present their curriculum vitae and a declaration that they meet the necessary qualifications to sit on the Company's Board at least three (3) business days prior to the Meeting in which said body will be decided. The terms above are respectively reduced to three (3) and two (2) business days when the Meeting to elect the Board of Directors is an extraordinary meeting. Both the proposed candidate list and candidates with their respective curriculum vitae and declarations will be at the disposition of the shareholders once they have been reviewed by Management." It is proposed to add the same regulation, in Section e) of Article three of the Regulations of the General Shareholders' Meeting for standardization purposes.
57 Proposal Amendment Art. 27, Company Bylaws - "BOARD OF DIRECTORS: The Board of Directors will consist of seven (7) primary members and their respective alternates, elected by the electoral quotient system for two (2) year periods; they may be reelected or removed at any time by the General Shareholders' Meeting. Alternate members will decide in the case of absence of or in the event of a conflict of interest with the primary member. The Board members shall be elected bearing in mind the proportional representation of each Shareholder's share, in accordance with the following criteria: They are required to be professionals with high moral and ethical standards, with analytical, management and leadership skills, and as a whole, they should have knowledge of and experience in the energy industry, finance, risk, strategy, law and business. At least three (3) of the primary members and their respective alternates shall be independent."
58 Proposal Amendment Art. 28, Company Bylaws - "FUNCTIONS OF THE BOARD OF DIRECTORS: In addition to the statutory functions and the special functions entrusted by the General Shareholders' Meeting, the Board of Directors shall have the following functions: (...) 35. To approve the concession of sponsorships that are over one hundred seventy-six official minimum monthly salaries in force, meeting the criteria of corporate convenience, ethics and fairness. 36. To approve donations whose authorization is not designated to the CEO in the bylaws. This will require an affirmative vote of the majority of independent members of the Board of Directors." (...) Standarization Art. 35, Company Bylaws FUNCTIONS OF THE CEO: (...) PARAGRAPH: (...) In all other cases, the donation must be authorized by the Board of Directors and must have an affirmative vote of the majority of its independent members."
59 Proposal Amendment Art. 28, Company Bylaws - "FUNCTIONS OF THE BOARD OF DIRECTORS: In addition to the statutory functions and the special functions entrusted by the General Shareholders' Meeting, the Board of Directors shall have the following functions: (...) 5. Approve the Institutional Development Plan and define the guidelines for the management and approval of the annual and future terms.
60 14 Election of the Board of Directors
61 Election of the Board of Directors National Government's Proposal
62 First Seat - Primary VICE-MINISTER OF FINANCE AND PUBLIC CREDIT Carolina Soto Losada Education Professional Experience Degree in Economics from Los Andes University. Masters of Economics, Universidad de los Andes. Master in Public Administration and Public Policy, Columbia University Executive Vice-Chairman of FASECOLDA. Economist from CAF (Corporación Andina de Fomento). General Director of the National Public Budget of the Ministry of Finance and Public Credit. External Advisor to Economic Studies Bureau, National Bureau Advisor, Assistant Director of Budget Programing and Follow-up - Central Sector and Director of Public Investments and Finances for the National Planning Department. Ministry of Transport Advisor. Board of Directors Experience: Colombia Telecomunicaciones and Banco Mundial de la Mujer Colombia.
63 First Seat - Alternate DIRECTOR OF PUBLIC CREDIT AND THE NATIONAL TREASURY Luis Eduardo Arango Barón (e). Education Professional Experience Degree in Business Administration from CESA (Higher Studies of Business Administration College), with a certificate in Business Finances from the same institution. Investment Bank Sub-director and Sub-director of Risk of the Ministry of Finance and Public Credit. Investment Bank Commercial Director of IMASI Joint Venture INVERLINK. Responsible for BBVA's structured products and foreign financial institutions, and treasury and Citibank's Banker Relations. Board of Directors Experience: URRÁ, SATENA, GECELCA and Empresa de Energía de Boyacá.
64 Second Seat - Primary VICE-MINISTER OF ENERGY Orlando Cabrales Segovia Education Law degree from Pontificia Universidad Javeriana; Masters of Philosophy from Boston College. Professional Experience President of the National Hydrocarbon Agency. BP Colombia's Legal Vice-President for Latin America, Legal Director, Senior Lawyer, Executive Advisor and Political Analyst of the Presidency. Ecopetrol Management Advisor. Board of Directors Experience: Malterías de Colombia, Aluminio Reynolds S.A, Astilleros Vikingos S.A, BP Gas Colombia E.S.P, Oleoducto Central (Ocensa), Corporación excelencia a la Justicia and Casa Editorial El Tiempo.
65 Second Seat - Alternate Tomás González Estrada Education Professional Experience Bachelor's and Master of Science Degree in Economics from Los Andes University, Doctoral Degree in Economics from the University of London. Vice-Minister of Energy of the Ministry of Mines and Energy Professor and researcher in Los Andes University's Department of Economics. Technical Secretary of the National Council of Economic and Social Policy (CONPES, in Spanish). Member of the Council of Ministers. Director of Foreign Affairs for BP Colombia. Assistant Director of the National Planning Department. Economic Advisor to the Presidency of the Republic. Board of Directors Experience: FEN, ISA and ISAGEN, and the Steering Committees of IPSE and UPME.
66 Third Seat - Primary Juan Carlos Esguerra Portocarrero Partner at the firm Esguerra Barrera Arriaga Education Professional Experience Law Degree from the Javeriana University, Graduate Certificate in Socioeconomic Sciences from the Javeriana University, Master of Law from Cornell University. Minister of the Interior and Justice. Ambassador of Colombia to the United States of America. National Defense Minister. Associate Judge of Colombia's Constitutional Court and Council of State Delegate to the National Assembly. Ad Hoc Judge for the Inter-American Court of Human Rights. Vice Minister and General Secretary of Communications. Professor for the Law departments of various universities. Registered member of the Colombian Academy of Jurisprudence. Board of Directors Experience: Mapfre Seguros Generales de Colombia, Mapfre Colombia Vida Seguros and ISAGEN.
67 Third Seat - Alternate Nicolás Echavarría Mesa President of Comercializadora Internacional de Banano y Plátano C.I. Banafrut Education Professional Experience Bachelor of Arts in Economics from McGill University in Montreal, Master's Degree in Economic Development from the University of Sussex, in Brighton, England. Head of the Colombian Delegation for the European Union (Brussels) and Ambassador of Colombia to Belgium and Luxembourg. Executive of C.I. UNIBAN S.A. Executive of Industria Agrícola Velaba Ltda. CEO of Antioquia de Roldán and Cía Ltda.- Customs. Medellín Alderman Board of Directors Experience: ISAGEN, Medellín Metro, Metroplus, C.I. Valley Farms and Augura.
68 Fourth Seat - Primary Luis Ernesto Mejía Castro Independent Consultant Education Professional Experience Law Degree from the San Buenaventura de Cali University and Master of Business Administration from ICESI de Cali. Former Vice Presidential Candidate of Colombia Minister of Mines and Energy. Vice-Minister of Hydrocarbons and Mines. Chief Executive Officer, Administrative Vice-President, Director of Sales and Finance at MAC. Board of Directors Experience: Ecopetrol, Ecogas, Mac S.A., Coéxito S.A, Smurfit Kappa Cartón de Colombia, ISA and the WWB Colombia Foundation, among others.
69 Fourth Seat - Alternate Jorge Humberto Botero Angulo Banco Davivienda Board of Directors Advisor, Advisor to the Steering Committee of the Excelencia de la Justicia Corporation. Private Practice Lawyer Education Professional Experience Law Degree from the University of Antioquia, Post-Graduate Studies in Political Science from West Virginia University. Executive Director of the World Bank Group. Minister of Commerce, Industry and Tourism. President of ASOBANCARIA. Founder and President of ASOFONDOS. President of the Banco Cafetero. Legal Secretary to the President of the Republic. Legal Vice-President of the Asociación Nacional de Industriales (ANDI - National Association of Industrialists of Colombia). Board of Directors Experience: Banco Cafetero, Banco de Colombia and Corporacion Andina de Fomento (CAF).
70 Fifth Seat - Primary CHIEF EXECUTIVE OFFICER OF EMPRESAS PÚBLICAS DE MEDELLÍN Juan Esteban Calle Restrepo Education Business Administration degree from EAFIT University, MBA with a Business Finance and Economics concentration from the University of Chicago. Professional Experience Bank of Montreal Investment Advisor. Director of Foreign Investment of Proexport's Trade Office in Canada Secretary of Finance of the Antioquia Governor's Office. Founding Partner of Metrix Finanzas. Director of Projects at the Corporación Financiera del Valle. Senior Associate of Investment Banking, Chase Manhattan Bank. Board of Directors Experience: ISAGEN, ISA, Une EPM. Telecomunicaciones, Ruta N, Andesco and Various Companies in Medellín.
71 Fifth Seat - Alternate Jesús Arturo Aristizábal Guevara Education Professional Experience Degree in Civil Engineering from the National University of Colombia. Director of Energy Generation, Administrative, Assistant and Acting CEO of Empresas Públicas de Medellín EPM. Acting CEO of the Medellín Metro. CEO of the Empresa Antioqueña de Energía (EADE), Empresas Varias de Medellín, the Corporación Forestal de Antioquia, and the Fondo Prestacional de Antioquia. Chief Administrative and Service Officer of the Medellín Metro. Secretary of Government and Public Works for the Department of Antioquia. President of the Universidad de Antioquia and the Politécnico Colombiano Jaime Isaza Cadavid. Acting Director of Departmental Improvements in Antioquia. General Director of CORPAUL. Member of the Medellín City Council. Board of Directors Experience: ISA, ISAGEN, Sociedad Hidroeléctrica Ituango and member of the ITM Steering Committee.
72 Sixth Seat - Primary José Fernando Isaza Delgado Education Professional Experience Bachelor's Degree in Electrical Engineering and Master's Degree in Theoretical Physics from the National University of Colombia, Master's Degree in Mathematics from Strasbourg University, In France; Engineering Degree with Honors and an Honorary Doctoral Degree from the University of Caldas. President of the Jorge Tadeo Lozano University. Professor of the Universidad Central. Executive President of the Compañía Colombiana Automotriz. Minister of Public Works and Transportation. CEO of ECOPETROL. CEO of the Instituto de Fomento Industrial (IFI ). Executive Chairman of Coldeaceites and Fedemol. Head of the Infrastructure Unit and of the Energy Division of the National Planning Department. Consultant to the United Nations University and the World Bank. Board of Directors Experience: Ecopetrol, Carbocol, Empresa de Energía de Bogotá and member of the Universidad Jorge Tadeo Lozano's Steering Committee.
73 Sixth Seat - Alternate Andrés Felipe Mejía Cardona CEO of Mecánicos Unidos Education Professional Experience Degree in Economics from the University of Michigan, Master's Degree in Administration from the EAFIT University of Medellín, Certificate in Strategic Planning from the University of Barcelona, Upper Management studies at the Los Andes University, EXPRO Program in International Business from the CBI in Rotterdam. Board of Directors Experience: Edatel, Protección, Sufinanciamiento, Fabricato, ISA, Internexa and ISAGEN.
74 Seventh Seat - Primary Gonzalo Restrepo López CEO of Almacenes Éxito since 1990 Education Professional Experience Bachelor of Science in Management from Syracuse University, Master of Business Administration in Marketing from the University of Georgia, as well as other academic programs in Colombia and abroad. President of Caribú Internacional, Caribe Motor. Assistant Director of Almacenes Flamingo. President of Coca-Cola Retailing Research Council for Latin America University professor. Board of Directors Experience: Consumer Goods Fórum, Grupo Casino Executive Committee, Éxito Foundation, Mi Sangre Foundation, Argos, Smurfit Kappa - Cartón de Colombia and ISAGEN, among others.
75 Seventh Seat - Alternate Andrés Escobar Arango President of EConcept AEI SAS Education Professional Experience Degree in Economics from Los Andes University, Master's of Economics from Los Andres University, Master's of Economics from New York University, Doctoral Candidate of Economics from Berkeley University, California. Colombian attaché for major financial entities through GlobalSource for United States. Assistant Professor of Economics department at Los Andes University Assistant Director of the National Planning Department. Head of Economic Studies of the National Planning Department. Researcher at Fedesarrollo. Board of Directors Experience: Ecopetrol, Expertos en Mercados - XM, Banco Agrario de Colombia, Compañía Colombiana Automotriz, Propilco and Colgener.
76 15 Proposal to elect Statutory Auditor
77 Election of the Statutory Auditor Purpose and Scope Carry out statutory audits for 2013 and Fulfill the reporting responsibilities and SEC evaluation. Invited firms: Deloitte & Touche Ltd. (Current statutory auditors) KPMG Ltd. Ernst & Young Audit Ltd.
78 Election of the Statutory Auditor Recommendation of the Board of Directors Based on the evaluation carried out, the Board of Directors proposes that the General Shareholders' Meeting: Name DELOITTE AND TOUCHE LTD. as the Statutory Auditor for 2013 and 2014 and to pay them $375,125,000 (without VAT) for those two years. And that the Audit Committee be authorized to approve possible additional work that may widen the scope of the Statutory Auditor's services for the quoted amount of $127,000 (without VAT) an hour.
First Seat - Primary VICE-MINISTER OF FINANCE AND PUBLIC CREDIT Carolina Soto Losada Degree in Economics from Los Andes University. Masters of Economics, Universidad de los Andes. Master in Public Administration
November 26, 2014 Agenda 1. Verification of the quorum and approval of the agenda. 2. Election of the Meeting's Chair. 3. Election of the committee to approve the Minutes. 4. Election of the Board of Directors.
FIRST SEAT CAROLINA SOTO LOSADA Public Credit and National Treasury General Vice-Minister General Bachelors in Economics, Universidad de los Andes. Master's in Economics, Universidad de los Andes. Master's
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