Envigado, May 28, de 2014
To
Fiduciaria de Occidente
Bondholder’s Legal Representative
Carrera 13 No. 27-47 Piso 9. Ed Banco de Occidente
Bogota
Dear Representative,
Carlos Mario Gomez Diez, of legal age, Colombian citizenship identity card number
70,875,509, acting in my capacity as legal representative of the company
Almacenes Éxito S.A. (“Éxito”), write to you in order to respectfully request that,
pursuant to the provisions of Article 1.2.4.16 of Resolution No. 400 of 1995 issued
by the Securities Superintendence (Today known as Financial Superintendence of
Colombia) and in my capacity as the legal representative of the bondholders
Almacenes Éxito Issue 2005, I kindly request the call for a General Bondholders
Assembly Meeting, with the main purpose of authorizing the corporation I represent
the change of its corporate purpose in accordance with that approved by the
Shareholders at its regular meeting held last March 20, 2014, which is reproduced
in the report of the issuer attached to this letter along with the mentioned reasons
for the change.
Sincerely,
Carlos Mario Diez Gómez
Legal Representative
Almacenes Éxito S.A.
ISSUER REPORT
1.
Changes to the Corporate Purpose
The changes to the company’s corporate purpose are as follows:
Current Text
Modified Text
“Article 4. - Corporate purpose. - The “Article 4. - Corporate purpose. social enterprise or constitutive business The social enterprise or constitutive
of the company’s purpose consists of:
a)
–
The
acquisition,
transformation,
and,
in
business of the company’s purpose
processing,
general,
consists of:
the a) – The acquisition, processing,
distribution and sale in any commercial transformation, and, in general, the
form, including financing, of all kinds of distribution and sale in any form,
merchandise and domestic and foreign including financing, of all kinds of
products,
including
pharmaceutical merchandise
articles, medical supplies, and similar foreign
products, in wholesale or retail.
and
domestic
products,
pharmaceutical
and
including
articles,
medical
supplies, and similar products, in
wholesale or retail by physical or
virtual
means.
provision
of
Likewise,
the
complementary
services such as credit granting for
the acquisition of merchandise,
insurance granting, transfers and
remittances,
the
provision
of
mobile phone services, travel and
tourist package sales, repair and
maintenance of movable assets,
bureaucratic
procedures
and
errands, and the provision in rent
b)
–
The
acquisition,
creation, or under any other title of stores or
organization,
establishment, commercial
spaces
in
administration, and exploitation of stores, supermarkets or shopping malls;
supermarkets,
pharmacies,
drugstores
warehouses,
and
and
other
the b) – The acquisition, creation,
establishment,
acquisition of merchandise and products organization,
of all kinds in order to sell them, the administration, and exploitation of
business
premises
intended
for
disposal of said merchandise or products stores, supermarkets, drugstores and
in wholesale or retail, the sale of goods pharmacies, warehouses, and other
saleable business premises intended for the
complementary services in accordance acquisition of merchandise and
with modern sales systems in specialized products of all kinds in order to sell
and
the
provision
of
the
disposal
of
said
stores with multiple sales types and/or them,
self-service stores, among them the merchandise or products in wholesale
stores known by the commercial name or retail, the sale of goods and the
provision of saleable complementary
“ALMACENES ÉXITO.”
services in accordance with modern
sales systems in specialized stores
c) – To give or receive in lease with multiple sales types and/or selfcommercial spaces, to give or receive in service stores, among them the stores
lease or under another holding title known
by
the
commercial
name
spaces or points of sale or commerce “ALMACENES ÉXITO.”
within its business premises, equipment,
and fixtures intended for the exploitation
of the business of merchandise or
product distribution and for the provision
of complementary services.
c) – To give or receive in lease
commercial spaces, to give or receive
in lease or under another holding title
spaces or points of sale or commerce
within
its
business
premises,
equipment, and fixtures intended for
d) – To constitute, finance, promote, and
participate with other natural or legal
the exploitation of the business of
merchandise or product distribution
and
for
the
provision
of
persons for the creation of enterprises or complementary services.
business whose goal is the production of
objects,
merchandise,
articles,
or
elements, or the provision of services d) – To constitute, finance, promote,
related to the exploitation of the and participate with other natural or
commercial establishments detailed in legal persons for the creation of
the previous paragraphs, and create enterprises or business whose goal is
business
relationships
companies
production
of
objects,
said the
monetary merchandise, articles, or elements, or
with
through
contributions or the contribution of goods the provision of related services to
the exploitation of the commercial
or services.
establishments
previous
paragraphs,
business
e) – To acquire real estate intended for
the establishment of stores, shopping
malls, or other sites suited for the
distribution of
merchandise
and
commercial premises for use as its own
establishments
without
prejudice to the disposal or rent of floors,
stores,
or
departments,
or
their
exploitation in another suitable manner,
with the criterion of rational use of the
land. Likewise, to invest in real estate,
promote and execute real estate or
property projects of any kind and invest
in them directly or indirectly, creating
corporations,
consortiums,
or
relationships
companies
through
in
and
with
the
create
said
monetary
contributions or the contribution of
goods or services.
the
selling of goods or services; to build
commercial
detailed
joint
ventures, either on the company’s plots
e) – To acquire real estate intended
for
the
establishment
of
stores,
shopping malls, or other sites suited
for the distribution of merchandise
and the selling of goods or services;
to build commercial premises for use
as its own commercial establishments
without prejudice to the disposal or
rent of floors, stores, or departments,
or their exploitation in another suitable
manner, with the criterion of rational
use of the land. Likewise, to invest in
or those of others, to participate in real estate, promote and execute real
programs
or
plans
for
parceling, estate or property projects of any kind
urbanization, or division of real estate, and
housing,
shopping
malls,
invest
industrial indirectly,
in
them
creating
directly
or
corporations,
installations of offices, and to sell, rent, or consortiums, or joint ventures, either
exploit in another form the respective on the company’s plots or those of
lots,
parcels,
houses,
departments, others, to participate in programs or
offices, or stores.
plans for parceling, urbanization, or
division
of
real
estate,
housing,
shopping malls, industrial installations
f) – To apply investment resources to the of offices, and to sell, rent, or exploit
acquisition of stocks, bonds, commercial in another form the respective lots,
securities, and other securities in free parcels, houses, departments, offices,
market
circulation,
according
to
the or stores.
judgment of the Board of Directors, in
f) – To apply investment resources to
order to effect stable investments or as a
the acquisition of stocks, bonds,
lucrative and temporary use of excess
commercial securities, and other
cash or excess liquidity.
securities in free market circulation,
according to the judgment of the
Board of Directors, in order to effect
stable investments or as a lucrative
g) - Wholesale distribution of liquid fuels
derived from petroleum.
h) - Retail distribution of liquid fuels
derived from petroleum at gas stations.
i) - Distribution of alcohols, biofuels,
natural gas for vehicles, and any other
and temporary use of excess cash or
excess liquidity.
g) - The wholesale distribution of
liquid fuels derived from petroleum.
h) - Retail distribution of liquid fuels
derived
from
petroleum
at
gas
fuel or mixture useable in the automotive, stations.
industrial, fluvial, maritime, or aerial
industry of any kind.
i) - Distribution of alcohols, biofuels,
natural gas for vehicles, and any other
In the pursuit of its goal, the corporation fuel
or
mixture
may acquire movable or immovable automotive,
assets
and/or
tangible
or
useable
industrial,
in
the
fluvial,
intangible maritime, or aerial industry of any
assets required for the fulfillment of its kind.
corporate purpose; and likewise acquire
and
possess
stocks,
shares,
or
participations in commercial partnerships In the pursuit of its goal, the
or civil law companies, securities of any corporation may acquire movable or
kind intended for stable investments or immovable assets and/or tangible or
for
promotion
or
development intangible assets required for the
investments for the exploitation of tax fulfillment of its corporate purpose;
incentives established by law; make and likewise acquire and possess
temporary investments in securities soon stocks, shares, or participations in
to be liquid in order to make productive commercial partnerships or civil law
temporary use of excess cash or excess companies, securities of any kind
liquidity or other available funds not intended for stable investments or for
immediately
development
necessary
of
company
or
development
the promotion
business; investments for the exploitation of tax
for
merchandise, incentives established by law; make
products, and/or manufactured goods of temporary investments in securities
all kinds; issue bonds and/or commercial soon to be liquid in order to make
import
and
export
paper or other titles of mass issuance productive temporary use of excess
authorized by legal regulations for public cash or excess liquidity or other
sale, receive shared monies, develop or available funds not immediately
execute firm factoring operations with the necessary for the development of
company’s own resources, constitute company business; import and export
guarantees
on
its
movable
and merchandise,
products,
and/or
immovable assets, and execute financial manufactured goods of all kinds;
operations that allow it to acquire funds issue bonds and/or commercial paper
or other assets or to assure the supply of or other titles of mass issuance
goods and/or services as necessary for authorized by legal regulations for
the company’s development; act as public sale, receive shared monies,
agent or representative of national or develop or execute firm factoring
foreign businesspersons, and sign any operations with the company’s own
kind of contract related to the distribution resources, constitute guarantees on
of merchandise and/or the sale of goods its movable and immovable assets,
and services; promote and constitute or and execute financial operations that
invest in companies for the development allow it to acquire funds or other
of any activities that fall within the assets or to assure the supply of
corporate purpose indicated, merge with goods and/or services as necessary
them or with other companies, acquire for the company’s development; act
them, or split; acquire brands, logos, as agent or representative of national
commercial names, patents, or other or foreign businesspersons, and sign
industrial or intellectual property rights, any kind of contract related to the
exploit
them
exploitation
to
or
surrender
third
parties
their distribution of merchandise and/or the
under sale of goods and services; promote
contractual license; and, in general, and constitute or invest in companies
execute all acts and sign all contracts, for the development of any activities
whatever their nature, related to the that fall within the corporate purpose
corporate purpose or whose objective is indicated, merge with them or with
for the company to exercise its rights or other companies, acquire them, or
fulfill
its
obligations,
legally
or split;
acquire
brands,
logos,
conventionally derived from its existence commercial names, patents, or other
and activities.”
industrial
or
intellectual
property
rights, exploit them or surrender their
exploitation to third parties under
contractual license; and, in general,
execute all acts and sign all contracts,
whatever their nature, related to the
corporate purpose or whose objective
is for the company to exercise its
rights or fulfill its obligations, legally or
conventionally
derived
from
its
existence and activities.”
(The section in bold is to be added
and the crossed-out section is to
be removed).
Therefore, the corporate purpose will now be as follows:
“CHAPTER II
Corporate Purpose
“Article 4. - Corporate purpose. - The social enterprise or constitutive business
of the company’s purpose consists of:
a) – The acquisition, processing, transformation, and, in general, the distribution
and sale in any form, including financing, of all kinds of merchandise and domestic
and foreign products, including pharmaceutical articles, medical supplies, and
similar products, in wholesale or retail by physical or virtual means. Likewise, the
provision of complementary services such as credit granting for the acquisition of
merchandise, insurance granting, transfers and remittances, the provision of
mobile phone services, travel and tourist package sales, repair and maintenance of
movable assets, bureaucratic procedures and errands, and the provision in rent or
under any other title of stores or commercial spaces in supermarkets or shopping
malls;
b) – The acquisition, creation, organization, establishment, administration, and
exploitation of stores, supermarkets, drugstores and pharmacies, warehouses, and
other business premises intended for the acquisition of merchandise and products
of all kinds in order to sell them, the disposal of said merchandise or products in
wholesale or retail, the sale of goods and the provision of saleable complementary
services in accordance with modern sales systems in specialized stores with
multiple sales types and/or self-service stores, among them the stores known by
the commercial name “ALMACENES ÉXITO.”
c) – To give or receive in lease commercial spaces, to give or receive in lease or
under another holding title spaces or points of sale or commerce within its business
premises, equipment, and fixtures intended for the exploitation of the business of
merchandise or product distribution and for the provision of complementary
services.
d) – To constitute, finance, promote, and participate with other natural or legal
persons for the creation of enterprises or business whose goal is the production of
objects, merchandise, articles, or elements, or the provision of related services
detailed in the previous paragraphs, and create business relationships with said
companies through monetary contributions or the contribution of goods or services.
e) – To acquire real estate intended for the establishment of stores, shopping
malls, or other sites suited for the distribution of merchandise and the selling of
goods or services; to build commercial premises for use as its own commercial
establishments without prejudice to the disposal or rent of floors, stores, or
departments, or their exploitation in another suitable manner, with the criterion of
rational use of the land. Likewise, to invest in real estate, promote and execute real
estate or property projects of any kind and invest in them directly or indirectly,
creating corporations, consortiums, or joint ventures, either on the company’s plots
or those of others, to participate in programs or plans for parceling, urbanization, or
division of real estate, housing, shopping malls, industrial installations of offices,
and to sell, rent, or exploit in another form the respective lots, parcels, houses,
departments, offices, or stores.
f) – To apply investment resources to the acquisition of stocks, bonds, commercial
securities, and other securities in free market circulation, according to the judgment
of the Board of Directors, in order to effect stable investments or as a lucrative and
temporary use of excess cash or excess liquidity.
g) - The wholesale distribution of liquid fuels derived from petroleum.
h) - Retail distribution of liquid fuels derived from petroleum at gas stations.
i) - Distribution of alcohols, biofuels, natural gas for vehicles, and any other fuel or
mixture useable in the automotive, industrial, fluvial, maritime, or aerial industry of
any kind.
In the pursuit of its goal, the corporation may acquire movable or immovable assets
and/or tangible or intangible assets required for the fulfillment of its corporate
purpose; and likewise acquire and possess stocks, shares, or participations in
commercial partnerships or civil law companies, securities of any kind intended for
stable investments or for promotion or development
investments for the
exploitation of tax incentives established by law; make temporary investments in
securities soon to be liquid in order to make productive temporary use of excess
cash or excess liquidity or other available funds not immediately necessary for the
development of company business; import and export merchandise, products,
and/or manufactured goods of all kinds; issue bonds and/or commercial paper or
other titles of mass issuance authorized by legal regulations for public sale, receive
shared monies, develop or execute firm factoring operations with the company’s
own resources, constitute guarantees on its movable and immovable assets, and
execute financial operations that allow it to acquire funds or other assets or to
assure the supply of goods and/or services as necessary for the company’s
development;
act
as
agent
or
representative
of
national
or
foreign
businesspersons, and sign any kind of contract related to the distribution of
merchandise and/or the sale of goods and services; promote and constitute or
invest in companies for the development of any activities that fall within the
corporate purpose indicated, merge with them or with other companies, acquire
them, or split; acquire brands, logos, commercial names, patents, or other
industrial or intellectual property rights, exploit them or surrender their exploitation
to third parties under contractual license; and, in general, execute all acts and sign
all contracts, whatever their nature, related to the corporate purpose or whose
objective is for the company to exercise its rights or fulfill its obligations, legally or
conventionally derived from its existence and activities.”
1. Reasons for the amendment of the corporate purpose.
The modification of the corporate purpose of the company Almacenes Éxito S.A. to
be submitted for approval by the General Assembly of Bondholders Issue 2005 is
based on the fact that the Company, in alliance with leading companies in their
respective sectors and always bearing the client in mind as the axis of its strategy,
has been working to implement an offering of complementary businesses with
products and services in addition to retail. These products and services can be
obtained not only in the Company’s stores, but also in all the supply channels it
makes available as part of its Omni-channel strategy.
Said businesses, which include travel packages, insurance granting, transfers and
remittances, mobile phone services, bureaucratic procedures and errands, repair
and maintenance of home appliances, electrical and electronic items, and the real
estate business by renting commercial premises or warehouses spaces, galleries
or shopping malls, have been growing considerably within the organization,
reaching 35% of operational profitability in 2013.
Looking toward the future, the organization’s plans include continuing to promote
these important businesses in order to diversify its sources of income, widen its
client base, and achieve higher margins, especially in the real estate market. The
General Assembly of Shareholders has therefore decided to make specific
reference to the aforementioned businesses.
2. Proposal to the Assembly of Éxito’s Bondholders Issue 2005.
In compliance with the provisions of Article 1.2.4.41 of Resolution 400 of 2005
issued by the Superintendence of Securities (now Financial Superintendence of
Colombia), I kindly ask the Assembly of Éxito’s Bondholders Issue 2005 its
permission to make the aforementioned modification of the corporate purpose in
accordance to all that has been mentioned in this report.
Sincerely,
Carlos Mario Diez Gómez
Legal Representative
Almacenes Éxito S.A.