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 AlmacenesÉxito 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 AlmacenesÉxitoIssue 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
- 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 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 commercial 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.
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 services related to the exploitation of the commercial establishments 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) - 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.” / “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 to the exploitation of the commercial establishments 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.”
(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.”
- Reasons for the amendment of the corporate purpose.
The modification of the corporate purpose of the company AlmacenesÉxito 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.