RELEVANT INFORMATION
CELSIA S.A. E.S.P.
The Shareholders General Meeting of Celsia S.A. E.S.P. held today approved the following
project of profit distribution for the year 2015:
1. The following profit distribution:
Loss before the income tax provision as at
December 31, 2015
-COP 196,733,513,619
Plus income tax provision and deferred
income tax
COP 59,726,112,895
Net result
-COP 137,007,400,724
ORI earnings from sale of investments
COP 207,017,217,629
Available amount
COP 70,009,816,905
Occasional reserve to maintain the equity
COP 70,009,816,905
Equal amounts
COP 70,009,816,905
COP 70,009,816,905
2. The following proposal regarding the appropriation of
reserves and the distribution of profits:
a) Set aside COP 86,350,140,000 from the Occasional
Reserve to maintain equity for distribution as dividends.
Total dividend of COP 86,350,140,000.
The dividend is one-hundred percent (100%) un-taxed for
the shareholder, COP 120 per year per share, on
719,584,500 shares, which shall be incurred immediately
following the approval of the General meeting of
Shareholders and shall be paid out in cash or as ordinary
shares issued by the Company. Dividend payouts, both in
cash and in shares, will be carried out on April 15, 2016
(the “Payout Date”).
b) Shareholders that wish to receive dividend payouts in
issued Company shares must prepare and submit
COP
86,350,140,000
COP
86,350,140,000
RELEVANT INFORMATION
CELSIA S.A. E.S.P.
notification to the Company of payment in issued
Company shares (the “Notification”).
The Notification form shall be submitted in the Ordinary
General Meeting of Shareholders to be held on March 29,
2016 at 10:00 a. m. It may also be collected from the
Company headquarters or from any of the branches of
Fiduciaria Bancolombia in the country, or downloaded
from the Company website www.celsia.com for
completion.
The Notification may be submitted on the day of the
Ordinary General Meeting of Shareholders itself, either to
officers of Fiduciaria Bancolombia or of the Company. If it
is not done so then, the form may be submitted at any of
the branches of Fiduciaria Bancolombia in the country, or
sent by email to CAA@Bancolombia.com.co, between
March 29 and April 8, 2016 (for the avoidance of doubts,
this is inclusive of both March 29 and April 8) (the “term of
Acceptance”).
If one or more shareholder(s) do(es) not duly submit the
Notification within the Term of Acceptance, or if the
Notification is found to be incomplete or illegible, it shall
be understood that said shareholder(s) do(es) not wish to
receive their dividends in issued Company shares, and
they shall instead be paid out in cash in their entirety as
per the terms set out herein.
c) Prior to the Payout Date, the Company's Board of
Directors shall meet in order to issue the ordinary shares
required to proceed with the payout of dividends.
d) Ordinary shares shall be issued up to the value
corresponding to the simple average of the daily closing
price per share 90 calendar days prior to the date of the
Ordinary General Meeting of Shareholders - that is, from
December 29, 2015 until March 28, 2016 (the “Price per
Share”). The daily closure price shall be taken from the
information published by the Colombian Securities
Exchange.
Those shareholders that opt to receive their dividend in
issued Company shares shall receive the number
equivalent to the total dividend to be paid out to each
shareholder, based on the Price per Share. If a balance
RELEVANT INFORMATION
CELSIA S.A. E.S.P.
remains from the above transaction (the “Balance”), this
Balance shall be paid out in cash on the Payout Date.
Except for such Balance payouts, no partial payouts of
cash or actions shall be made to any one shareholder. In
consequence, and except for the Balance payout, the
dividend per shareholder shall be paid out entirely in cash,
or entirely in shares.
e) The dividend in issued Company shares shall be paid out
to shareholders that (i) have submitted the Notification
during the Term of Acceptance; and (ii) hold their shares
on the date corresponding to the business day prior to the
ex-dividend period* - that is, that have not disposed of
their shares between the date of submission of the
Notification and April 8, 2016).
On the basis of the above, the Notifications of
Shareholders that dispose of their shares after submission
of the Notification and up to and including April 8 shall be
deemed to have been revoked, and, in consequence, the
new holders of these shares that have not submitted
Notification during the Term of Acceptance shall receive
the dividend in cash.
All other shareholders shall receive the dividend entirely
in cash.
Equal amounts
COP
86,350,140,000
COP
86,350,140,000
* Pursuant to Decree 4766/2011 and the General Regulations of the Securities Exchange, no share transactions carried out
between the first business day that dividends are paid out and the four business days prior shall be without a dividend payout
in favor of the buyer. This period shall be known as the ex-dividend period. Any share transactions carried out on the
Colombian Securities Exchange during this period shall, for the selling shareholder, entail the right to receive any pending
dividend payouts. In this case, the ex-dividend period is from April 11 to April 15, inclusive.