1. Ministerio de Comercio, Industria y Turismo República de Colombia Superintendency of Companies

2. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES POLITICAL CONSTITUTION OF COLOMBIA Public Economic Order INSPECTION, OVERSIGHT AND CONTROL OF COMPANIES (Article 189, Paragraph 24) Measures to prevent business crisis Legal certainty and public confidence Reliability of accounting data

3. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES President of the Republic Ministry of Industry, Commerce and Tourism Superintendent of Companies Head of Inspection, Oversight and Control Head of Business Processes Secretary General Director of Information Services

4. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Function of the Institution Administrative functions of inspection, oversight and control of legal entities that are companies cited in the law. Jurisdictional functions over companies, sole proprietorships and branches of foreign companies in the real sector of the economy and an alternative mechanism for resolution of conflicts that directly affect such companies. Functions deriving from Law 550 of 1990, with respect to business recovery and restructuring.

5. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Political Constitution 1991 Law 222 of 1995 INSOLVENCY PROCEEDINGS INSPECTION, OVERSIGHT AND CONTROL INSPECTION CONTROL OVERSIGHT AGREEMENTS WITH CREDITORS LIQUIDATIONS Law 550 of 1999 AGREEMENT

6. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Law 222 of 1995 Inspection, Oversight and Control - Art. 189 Pol. Const. ARTICLE 83 INSPECTION This is the power of the Superintendency of Companies to request, confirm and analyze from time to time the information it requires on the legal, accounting, economic and administrative status of any company. The Superintendency of Companies may undertake administrative investigations of these companies.

7. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES ARTICLE 84 OVERSIGHT O versight consists of the Superintendency of Companies’ power to ensure that companies, with respect to their formation and operation and in carrying out their corporate purpose, conform to the law and to their bylaws. Oversight shall be performed on an ongoing basis. Coverage: Companies identified by the President of the Republic. Companies identified by the Superintendent when analysis of data or an administrative investigation reveals irregularities at the company. Law 222 of 1995 Inspection, Oversight and Control - Art. 189 Pol. Const.

8. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Law 222 of 1995 Inspection, Oversight and Control - Art. 189 Pol. Const. ARTICLE 85 CONTROL Control is the power of the Superintendency of Companies to order any corrective action necessary to resolve a critical situation of a legal, accounting, economic or administrative nature.

9. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Law 222 of 1995 Title II – Insolvency Proceedings Article 116 of the Political Constitution ARTICLE 90 COMPETENCE The Superintendency of Companies assumes the jurisdictional function exercising the power contemplated in Article 116, paragraph 3 of the Political Constitution. It shall have exclusive competence to arrange insolvency proceedings for all legal entities. Civil judges specializing in insolvency proceedings or civil circuit judges shall handle insolvency proceedings for individuals.

10. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Articles 334 and 335 of the Political Constitution Establishes a system that promotes and facilitates business recovery and the restructuring of territorial institutions to safeguard the social function of companies and ensure the harmonious development of the regions. Restructuring Agreement: agreement that, pursant to the provisions of Law 550 of 1999, is executed on behalf of one or several companies in order to correct deficiencies in their operating capacity and their capacity to honor their financial obligations so that these companies can recover by the deadline and under the terms stipulated in the Agreement. Law 550 of 1999

11. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Fundamental Purposes and Mission of the Superintendency of Companies Contribute to the development of the community by providing certainty in interpretation and by streamlining the application of the legal system for businessmen subject to its oversight. Develop expeditious alternative mechanisms for resolution of corporate conflicts. Perform the jurisdictional functions for which it is responsible in a timely and highly specialized manner. Confront the business crisis through effective prevention and attention to restructuring agreements and by monitoring insolvency proceedings.

12. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES SCOPE AND DISTRIBUTION Inspection, Oversight and Control Inspection 7,261 Active Agree. Ag. w/ Cred.Forced Liq.Mandatory Liq.Voluntary Liq. 476 5 3861801637 129 2 Oversight 7,448 591 5 228 85 3202 101 5 Control 60 34 16 3 1 6

13. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Business Crisis and Reliability of Accounting 1,500 companies had accounting irregularities, 75% had not been warned by the auditor (Data in trillions of pesos – December 31, 2003) 1- Overcome the crisis – 66% 3 – Law 550 – 1.6% 2 – Yet to overcome crisis – 28% 4 – Liquidation - 3.1% 42% of 5,900 companies reviewed were experiencing critical or significant deterioration in 2003

14. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Business Crisis and Reliability of Accounting

15. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Business Crisis and Reliability of Accounting Insolvency Risk Matrix

16. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES Law 550 of 1999 and Liquidations

17. Ministerio de Comercio, Industria y Turismo República de Colombia SUPERINTENDENCY OF COMPANIES REFORM OF INSOLVENCY SYSTEM Draft of Finished Law Functions of Inspection, Oversight and Control Jurisdictional Functions Prevention of crisis in the productive sector