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CONTENT

INTRODUCTION ............................................................................................................................. 4

I. SHAREHOLDERS .................................................................................................................. 5

a) Rights of the Shareholders ............................................................................................ 6

b) Duties of the Shareholders ............................................................................................ 7

c) On the Shareholders Assembly .................................................................................... 8

d) Operational Provisions of the General Shareholders Assembly ......................... 8

II. BOARD OF DIRECTORS ..................................................................................................... 9

a) Quality Verification for Membership of the Board of Directors .......................... 10

b) Duties and Rights of the Members of the Board of Directors ............................. 10

c) Functions of the Board of Directors .......................................................................... 11

d) On the Chairman and Vice Chairman of the Board of Directors ........................ 11

e) Secretary of the Board of Directors ........................................................................... 11

f) On Meetings and Operability of the Board of Directors ....................................... 12

g) Assessment and Remuneration of the Board of Directors .................................. 12

III. SENIOR MANAGEMENT ............................................................................................... 12

IV. CONTROL ENVIRONMENT ........................................................................................... 13

a) Internal Control ............................................................................................................... 13

b) Internal Auditor ............................................................................................................... 14

c) Fiscal Audit ...................................................................................................................... 14

d) External Audits ............................................................................................................... 15

e) Risk Management ........................................................................................................... 15

V. DISCLOSURE OF INFORMATION ................................................................................... 15

a) Annual Corporate Government Report ..................................................................... 16

b) Relationship with Investors ......................................................................................... 16

VI. SOCIAL RESPONSIBILITY ........................................................................................... 17 VII. ON CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES ........................................................................................................................................ 17

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a) General Dispositions ..................................................................................................... 17

b) Conditions for Share Disposal. ................................................................................... 18

c) Dispositions on Transactions with Related Parties .............................................. 18

d) Code of Ethics and Ethical Channel .......................................................................... 18

VIII. DISPUTE RESOLUTION ................................................................................................ 19

a) Arbitration ........................................................................................................................ 19 b) Protection of the Shareholders by the Financial Superintendence of Colombia 19

IX. FINAL DISPOSITIONS .................................................................................................... 19

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INTRODUCTION The Company Energía de Bogotá S.A E.S.P., henceforth referred to as the “Company” or “EEB”, is a joint-­stock company appearing in Colombia’s Stock Market and of which the majority shareholder is Colombia’s Capital District. It is constituted as a mixed public services company that, within the framework of Colombian legal regulation, holds administrative, patrimonial and budgetary autonomy and exercises its activities in the area of private law.

The main corporate purpose of EEB is the generation, transmission, distribution and commercialization of energy, including gas and liquid fuels of all forms. The Company may also participate as partner or shareholder in other public services companies either directly or via association with other parties. Furthermore, EEB can also directly or indirectly develop and participate in engineering and infrastructure projects and make investments in such field, including service delivery and related activities.

EEB is at the head of Grupo Energía de Bogotá, henceforth referred to as the “Group” or “GEB”, which is configured around three Strategic Business Groups, as follows: i. Strategic Urban Solutions;; ii. Interconnection for Market Development;; and iii. Low Emission Generation. Thus, EEB acts as a “strategic connector”, allowing for an active and competitive intervention of the different companies that comprise the GEB.

For EEB, its corporate governance system establishes the mechanisms through which key aspects for the growth, competitiveness and sustainability of the company are managed;; in this sense, EEB is committed to implement the highest of standards on this matter. Related to the foregoing, EEB understands that its actions are defined by the decisions made by its shareholders, Board of Directors, Senior Management and, in general, all of the Company’s employees.

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The present Corporate Governance Code describes EEB’s main governability elements and sets forth the behavioral guidelines of the Company’s governing organs, including a few aspects relating to the GEB. This document is structured on the basis of the Principles of the Organization for Economic Cooperation and Development – OECD, as well as the recommendations by the Financial Superintendence of Colombia. Therefore, the present Code functions as an instrument that generally describes diverse practices adopted and regulated more extensively by other corporate documents, such as the Articles of Association, Rules of the General Shareholders Assembly, Rules of the Board of Directors, Rules of the Board of Directors’ Committees and corporate policies, among others. It was not prepared with the intention of repeating legal or regulatory aspects of mandatory implementation for the Company in the domain of corporate governance;; however, some sections include pertinent references in order to let the reader identify some general elements regarding corporate governance, ethics and transparency followed by which EEB.

As a complement to the foregoing, EEB has a Corporate Governance Policy that encompasses all of GEB’s companies and provides behavioral guidelines regarding interest groups such as shareholders, creditors and bondholders, among others.

I. SHAREHOLDERS EEB is a stock issuer appearing in Colombia’s Stock Market. Its majority shareholder is Colombia’s Capital District and it also has the participation of minority shareholders, among which are individual and institutional investors, such as pension funds. In addition, given its condition as head of the GEB, EEB must oversee a series of relations with other shareholders of the companies where it has stock. In that sense, the Company is led by the following general commitments on three fronts:

i. Regarding EEB’s Minority Shareholders: to give a respectful and equitable

treatment to all its shareholders, irrespective of the value of their investments or the amount of shares they represent, as established by legal and regulatory provisions as well as by the Company’s different corporate instruments, including the present Corporate Governance Code.

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ii. Regarding the Capital District’s Standing as Majority Shareholder: EEB respects its relationship with its majority shareholder and acts in accordance with the OECD’s Corporate Governance Guidelines for State Owned Enterprises;; in return, the Company expects a relationship guided by entrepreneurial and technical criteria and which respects the corporate channels, such as the General Shareholders Assembly and the Board of Directors, instance where representatives of the majority shareholder participate, always keeping in mind the importance of respecting the aforementioned channels in order to protect the Company’s interests and create value for all of the shareholders.

iii. Regarding Other Shareholders in the GEB’s Companies: For all its investments, EEB bases its action criteria on relationships that are respectful, transparent and compliant with the contents of this Code, to ensure that all agreements it may enter into for the management of these investments are properly honored.

a) Rights of the Shareholders In addition to the legal rights granted by Colombian commercial law, such as the right to convene and participate in the Assembly, obtain dividends1, exercise the inspection and withdrawal right, and those included in the Articles of Association and the Rules of the General Shareholders Assembly, EEB also recognizes the following rights to its shareholders:

i. To request specialized audits2 when such request is made by a group of shareholders representing at least 5% of the subscribed shares. In such cases, the shareholders may ask the Chairman to approve the conduction of specialized audits, to be paid by and of full responsibility of those who request it and under the conditions and procedures set forth in the Articles of Association.

ii. To receive timely and sufficient information. The shareholders have the right to have their information requests be duly and effectively responded to in compliance with the provisions of the present Code as well as other internal

1 For the exercise of the right to obtain dividends, the provisions set forth in EEB’s Articles of Association will be taken into account. 2 The specialized auditor is construed as the independent professional or group of professionals who study, analyze and issue an opinion on a specific subject. The specialized audit is carried out in compliance with what is set forth in the present Code. The specialized auditor shall be under the obligation to keep the subjects consulted and that information presented for the development of the contract as strictly confidential.

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regulation of EEB. All information that is of interest for other investors or comprises information that must be disseminated as relevant information shall be made available via the website and in compliance with the regulation applicable to securities issuers. The information to which the Managers can access according to Colombian law and to EEB’s internal provisions is subject to the duty of confidentiality and to the acknowledgement that all their actions must be done for the best interests of the Company and of all the shareholders. In any case, these provisions are complemented and administered via the conflict of interest regime of the Board of Directors.

iii. To access detailed information regarding all operations that may imply stock dilution. In these cases, the Board of Directors must present before the General Shareholders Assembly a report explaining the terms of such transactions, for its approval by the Assembly. The aforementioned report shall be prepared by an independent external consultant.

iv. To separately vote for the proposals for reform of the Articles of Association at the Shareholders’ Assemblies, so that all articles or groups of articles which are substantively independent can be subject to vote independently. In all cases, an article shall be voted separately if a shareholder or group of shareholders representing at least 5% of the social capital requests so during the holding of the General Shareholders Assembly.

b) Duties of the Shareholders

In addition to the duties foreseen in Colombian law, such as those public entities must comply with, the duties that must be fulfilled by EEB Shareholders are the following:

i. To act loyally. In this sense, they must abstain from partaking in acts or behaviors that may comprise or lead to a conflict of interest, as well as from revealing to third parties or using for their benefit or that of third parties any information about or relative to the Company which they may have become aware of during the exercise of their rights. Similarly, all of their actions and decisions must be made for the best interests of EEB, and not for those of a shareholder or group of shareholders.

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ii. To update their contact information. The shareholders must register and update their address or that of their legal representatives or attorneys before the Central Stock Deposit of Colombia (DECEVAL) or before the corresponding stockbroker, so that EEB may timely and effectively send communications. Those who do not comply with this duty will not have the right to complain before the company for not receiving communications in a timely fashion.

c) On the Shareholders Assembly The General Shareholders Assembly is the highest governing body of the Company. It is charged with setting directives as well as guiding and assessing the work done by the Company’s managers (members of the Board of Directors and legal representatives of EEB), and it is integrated by all persons who hold part of the equity. It is the natural environment to supply information and interact with other shareholders, and it has the Rules of the General Shareholders Assembly to regulate. The aforementioned Rule can be found and consulted on the web page.

In addition to what is set forth in Colombian regulation, the General Shareholders Assembly has the functions and responsibilities established in the Articles of Association.

d) Operational Provisions of the General Shareholders Assembly The meetings of the General Shareholders Assembly are ordinary and extraordinary. Ordinary meetings are held at the Company’s domicile within the first three months of each year at the location, day and hour determined by the Chairman of EEB or by the Board of Directors in the convening. Calls for meetings must be made with no less than 15 business days in advance.

Extraordinary meetings are held when eventualities or urgent situations arise. They may be convened by the Board of Directors, the Chairman of EEB or the Fiscal Auditor, or when requested by a group of shareholders that represent at least a quarter of the subscribed capital. Calls for meetings must be made with no less than five business days of anticipation. No decisions may be made at extraordinary Assemblies over subjects not included in the agenda, unless it is decided otherwise by a group of shareholders representing 70% of the total stock represented at the meeting.

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The Company facilitates representation for shareholders who are unable to directly participate in Assembly meetings by establishing the conditions in which they may be represented and supplying them with a model power of attorney, all of which is regulated in the Rules of the General Shareholders Assembly. In addition, the Company broadcasts the developments of every Assembly via electronic means.

The members of the Board of Directors and, in particular, the Chairmen of their Committees and the Chairman of EEB are invited to the Assembly to answer all of the shareholders’ inquiries.

In order to facilitate informed decision-­making at the Assembly, the Company, within the meeting call period established above, makes available via the website http://www.grupoenergiadebogota.com/ all the necessary documentation to ensure the proper information on the subjects to be discussed including, when applicable, the certified and audited financial statements, as well as the résumés of any candidates suggested for membership of the Board of Directors. Additionally, the Company books are at the shareholders’ full disposal at the main domicile, so that they may exercise their right to inspection.

II. BOARD OF DIRECTORS

The Board of Directors of EEB is responsible of running the Company via strategic definition, the establishment of corporate policies and the supervision of the financial and non-­financial performance in the short, medium and long term. Nine main members with a personal deputy each, who are chosen by the Assembly via the electoral quotient system for periods of two years, make up the Board. Over 25% of the members are considered independent in compliance with the terms set forth in Colombian law governing the stock market and with the definition of Independence contained in the Company’s Rules of the Board of Directors.

The Board of Directors is made up by people with the highest professional and personal qualities;; their résumés may be found at our website. For their election, the Assembly must bear in mind the criteria set forth in the Rules of the Board of Directors.

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The Board of Directors of EEB has the support of the committees of i. Compensations;; ii. Finance and Investment;; iii. Audit and Risk;; and, iv. Corporate Governance, all of which are chaired by an independent member of the Board of Directors. Each of the aforementioned organs has independent Rules where their functions, composition and responsibilities are established.

a) Quality Verification for Membership of the Board of Directors

The Compensations Committee of the Board of Directors may, at the shareholders’ request, verify, before the election at the Assembly, that the candidates for membership of the Board of Directors fulfill the demanded qualities and requirements. In keeping with the foregoing, all candidates must deliver the appropriate documentation to allow the Compensations Committee to carry out the corresponding verifications as established in the Rules of the General Shareholders Assembly and the Rules of the Board of Directors.

Candidates for independent membership must make a statement via their acceptance letter by which they manifest their compliance with the Independence requirements set forth by EEB’s regulation and internal provisions. Similarly, they must inform the Company of any subsequent circumstance that may affect its standing as an independent member.

b) Duties and Rights of the Members of the Board of Directors The members of the Board of Directors are protected under the Colombian regime of administrators’ responsibility, and they must act in compliance with the following duties:

• Diligence and care;; • Loyalty and Non-­Competition;; and • Secret and Non-­Use of Corporate Assets.

Alternatively, the rights of the members of the Board of Directors are:

• Information;; • Have the support of experts;; • Remuneration;; and

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• Permanent Training.

All of the above rights and duties are more developed in the Rules of the Board of Directors, which is available at the web page.

c) Functions of the Board of Directors The Board of Directors, as the Company’s highest organ of strategic management, determines the EEB’s general policies, ensures the compliance with the rights and equitable treatment of the shareholders, as well as for the development of the Company in the short, medium and long term. It is the Board’s responsibility to oversee the performance of the Senior Management, verify the quality of all revealed information, establish the guidelines for risk management and follow up on the compliance with the corporate governance policies and schemes required by Colombian law, or by those voluntarily adopted by EEB. For the effects of this Code, “Senior Management” is construed as comprising the Chairman, the Vice Chairmen and all officials who report directly to the Chairman of EEB. Besides establishing general policies at the Company level, the Board of Directors of EEB decides and guides the policies for the GEB.

The detailed functions of the Board of Directors are contained in the Articles of Association and, in particular, in the Rules of the Board of Directors. d) On the Chairman and Vice Chairman of the Board of Directors

The Board of Directors selects a Chairman and a Vice Chairman among all its members. The election is done irrespectively of whom they represent or the charge they may hold. Among the main responsibilities of the Chairman of the Board are to coordinate and plan the functioning of the Board of Directors, moderate all debates, see to the effective fulfillment of all commitments and act as the link between the Board of Directors and the shareholders. Its functions are detailed in the Articles of Association and in the Rules of the Board of Directors. e) Secretary of the Board of Directors

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The Board of Directors and its Committees have a Secretary, with functions carried out by the Company’s Legal and Regulation Vice Chairman. This official’s main responsibilities are to manage the Board’s books and minutes, convene meetings, certify internal acts and documents, serve as a legal referent and comply with any other task ordered by the Board of Directors. The full extent of the Secretary’s functions is contained in the Rules of the Board of Directors.

f) On Meetings and Operability of the Board of Directors The Board of Directors’ operability is regulated in the Articles of Association and in the Rules of the Board of Directors. In that sense, dispositions have been established referring to aspects such as: monthly ordinary meetings, delivery of information with five business days in advance and deputies’ participation in meetings only in absence of the main member. All of the foregoing is in keeping with Colombian commercial law and with good corporate governance practices.

On December of each year, the Board of Directors approves a calendar of ordinary sessions;; this goes without prejudice to the Board’s right to meet as many times as it may need, in an extraordinary character. Therefore, the Board of Directors holds ordinary meetings once every month.

g) Assessment and Remuneration of the Board of Directors

Annually, the Board of Directors, with the support of the Compensations Committee, carries out a self-­assessment process as a collegiate body, of its members in an individual nature and of its committees. The assessment may be done with the assistance of an external consultant, and a results report is presented before the General Shareholders Assembly.

It is the duty of the Shareholders Assembly to approve the Board’s remuneration policy. In keeping with the foregoing, Board members receive as fees the equivalent of five legally valid monthly minimum wages for their participation in each session of the Board and for up to two meetings on the same month. Committee members receive, for their participation in each meeting, the equivalent of 75% of the current valid fees for meetings of the Board of Directors and for up to two Committee sessions within the same month.

III. SENIOR MANAGEMENT

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The Chairman of EEB is the Company’s highest-­ranking official, as well as the head of the GEB. He or she is selected by the Board of Directors for periods of two years, must comply with criteria of adequacy, experience and leadership and may be indefinitely reelected or removed at any time. The Chairman has three deputies to replace him or her during temporary or absolute absence in order of appointment.

Annually, the Board of Directors of EEB assesses the Chairman’s performance, in compliance with the parameters set by the Board itself. The Chairman’s remuneration includes both a fixed and a variable component;; the latter is based on the results of the performance assessment, thus encouraging the achievement of Company goals.

In keeping with what is set forth by the Articles of Association, the members of the Senior Management are appointed by the Chairman of EEB according to the corporate structure defined by the Board of Directors.

As EEB is the GEB’s parent company, the Company’s Senior Management fulfills its functions at the corporate level in keeping with the corporate strategy. In this sense, it defines guidelines and makes decisions for the coordination and synergy among the Group’s different Companies and the Strategic Business Groups.

In addition, the managerial teams behind the Strategic Business Groups carry out their functions competitively, which implies designing and executing each group’s strategy in coordination with EEB’s Senior Management.

IV. CONTROL ENVIRONMENT

a) Internal Control The Internal Control system comprises the policies and procedures set forth by EEB to provide reasonable safety on the management and follow-­up of entrepreneurial risks, ensure the reliability of financial information, compliance with regulations, guarantee the safekeeping of the assets and, in general, support the Company in the achievement of its objectives.

The Board of Directors, with the support of the Audit and Risk Committee, is responsible for the approval of the general strategies and policies related to the

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Internal Control system, as well as for following up on their appropriate implementation.

The Company’s Internal Control system is framed within the standards of the COSO (Committee of Sponsoring Organizations of the Treadway Commission) and the principles of self-­control, self-­regulation, self-­management, effectiveness and efficiency. The Internal Control elements established by EEB extend to the Group’s other Companies.

b) Internal Auditor

The Company has an independent Directorate for Internal Audit that reports to the Board of Directors via the Audit and Risk Committee, and at the administrative level to the Chairman of the Company.

It is the duty of the Directorate for Internal Audit to carry out assessments of Internal Control based on risk analysis and COSO elements, as well as to propose recommendations for their continuous improvement.

The functions and responsibilities of the Directorate for Internal Audit are set forth in the Internal Audit Statutes.

c) Fiscal Audit

The Company also has a Fiscal Auditor appointed by the General Shareholders Assembly for a period of two years. The Fiscal Auditor’s functions, qualities, way of election and responsibilities are set forth in the Articles of Association. The General Shareholders Assembly sets the remuneration for the Fiscal Auditor.

The Fiscal Audit Department has a maximum hiring period of ten continuous years;; after the aforementioned period, the person occupying the post must rotate. In any case, the Fiscal Audit Department must rotate its entire appointed staff every five years.

The Fiscal Auditor must keep a clear professional Independence vis-­à-­vis the Company, and his or her quality as an independent worker must be stated in all

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audit reports presented before the shareholders. EEB and the GEB’s other Companies may not hire services other than accounting audit from the same firm of the Fiscal Auditor.

d) External Audits

By provision of the Domiciliary Public Services Law, EEB has the obligation to annually hire and carry out an external audit of the management and of results including an assessment on the organization’s architecture, business and technical management, the Internal Control system, the management and results plan, financial viability and an opinion on the Company’s risk levels.

The results of this audit are presented in the Annual Report on the External Management Audit and published in the Company’s website.

e) Risk Management

EEB’s Risk Management system aims to increase the trust of the interest groups the GEB relates with, guarantee the business’ continuity, reduce uncertainties and operate in a transparent manner.

The Company’s risk management is based on the principle of self-­control, which is why it is the duty of all areas of EEB to ensure its proper administration as an integral part of the development of the business activities. The consolidated risks report of both the Company and the GEB are presented periodically before the Audit and Risk Committee and the Board of Directors.

The comprehensive risk management of EEB and of the GEB’s other Companies is regulated in the Risk Management Policy.

V. DISCLOSURE OF INFORMATION

EEB, in its quality as a local and international security issuer, complies with the highest standards of transparence and disclosure of financial and non-­financial

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information in compliance with the applicable law, the guidelines set forth by the Financial Superintendence of Colombia as well as by the commitments taken on during each of the respective issues. Currently, EEB participates in the Investor Relations – IR Acknowledgement granted by Colombia’s Stock Market to companies that hold high standards of disclosure of information before their investors.

In addition, the Company supplies all information in compliance with the provisions relative to the Comprehensive Stock Market Information System (SIMEV in Spanish) of the Financial Superintendence of Colombia.

With the exception of reserved information, the Company shall supply general information in accordance with the methodology and periodicity set by the Board of Directors and the applicable law of the public stock market that allows the shareholders and other investors to have timely and accurate information to make their investments.

The information disclosed by EEB is subject to the guidelines contained in the applicable law, as well as in EEB’s norms and internal policies on disclosure of information3.

a) Annual Corporate Government Report As an additional information mechanism for its investors and the public, EEB prepares an annual Corporate Governance Report in charge of the Board of Directors. Such report is then presented before the General Shareholders Assembly, after presenting it before the Audit and Risk Committee, and is available on the website.

b) Relationship with Investors

EEB has a Financing Management Relationship with Investors Department, which is responsible to tend to the shareholders’ requirements regarding matters relative to stock itself, via the following e-­mail address: mailto: ir@eeb.com.co. In addition, there is also a link on the web page to supply information to its investors.

3 Reserved information comprises all information that is of the exclusive competence of the members of the Board of Directors, the Chairman, Vice Chairmen and Directors, the dissemination of which could risk the Company’s business, affect third parties’ rights or compromise the company’s business strategies and competitiveness. All persons linked with EEB shall be extremely cautious in the handling of information marked as reserved, especially in those matters that relate to its competitive advantage and corporate strategy.

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VI. SOCIAL RESPONSIBILITY

Aware of how important sustainability is for the GEB, EEB has issued a series of guidelines and provisions to ensure an effective relationship with its interest groups, and particularly with the communities where it has presence. These definitions are complemented by the work done by the GEB’s Foundation and the shared value initiatives championed by the GEB. Within this context, EEB has a number of corporate policies on environmental, corporate citizenship and sustainability matters, all of which reflect the commitments made on the aforementioned areas and which are available at the following link.

VII. ON CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

a) General Dispositions

The rules for the management of conflicts of interest are detailed in the Company’s Code of Ethics and include, among other aspects, the definition of conflict of interest and the officials responsible of verifying their appropriate management.

In keeping with what is established in EEB’s Code of Ethics, in case of conflict of interest or when in doubt of its potential existence, whoever may be subject of the conflict of interest must abstain from participating either directly or indirectly in the activities and decisions related to the situation that creates a conflict of interest. In addition, the person must also inform about the situation in full detail and in writing to their respective senior official.

In the particular case of the members of the Board of Directors, they have the duty to relay information on the direct or indirect relations with the Company, suppliers, clients or any other interest group that may lead to situations of conflict of interest.

The members of the Board of Directors shall inform the Board of Directors about any situation that creates a conflict of interest, case in which EEB’s provisions for conflict of interest management will be applied. Doubts regarding the nature of the acts comprising conflicts of interest does not release any member of the Board of

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Directors from their obligation to abstain from participating in the activities and decisions at hand.

b) Conditions for Share Disposal.

The Company’s shareholders may not, neither personally nor by mandate from any other person, dispose of or acquire Company stock while exercising their charge, except in cases of operations other than speculation and with previous and express authorization by the Board of Directors.

c) Dispositions on Transactions with Related Parties

The Board of Directors establishes the manner of approval for operations, agreements or material contracts that involve related parties, understanding the aforementioned parties as per the definition set forth in International Accounting Standard N° 24 (IAS 24) and other applicable legislation. In general, all acquisitions and operations must be made under the terms and conditions usually used by EBB with unrelated third parties4, meaning in market conditions and price. EEB discloses this kind of transaction in its notes to the financial statements and in the Annual Corporate Government Report, in compliance with Colombian regulation on the matter.

d) Code of Ethics and Ethical Channel

Via its Code of Ethics, EEB promotes ethical behavior in all levels, including the members of the Board of Directors, the Senior Management, employees and contractors of the Company. The aim is to mitigate all the risks associated with ethical behavior. The Company also has an Ethical Channel at the disposal of its interest groups in order to receive claims or consults regarding events of fraud, conflicts of interest or undue or illegal conducts at the following link.

Additionally, the Company holds other corporate policies to encourage the development of coordinated actions against fraud or corruption at the local level

4 EEB considers all natural or legal persons not classified as related parties to be unrelated third parties.

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and in all jurisdictions where the GEB operates in order to comply with the objective of promoting transparent management and deterring misconducts.

VIII. DISPUTE RESOLUTION

a) Arbitration

In keeping with what is set forth in the Articles of Association, all differences that occur among the shareholders or between the shareholders and the Company or its Board of Directors may be subjected to an arbitration process. Such a process shall be made before a tribunal comprising three arbiters appointed by the parties by common agreement or, if no agreement is reached, by the Center for Arbitration and Reconciliation of the Chamber of Commerce of Bogotá, with the ruling complying with all applicable laws.

The arbiters’ decisions shall be object of the action of annulment of the award and/or the extraordinary review process, in cases and proceedings foreseen in the Law.

b) Protection of the Shareholders by the Financial Superintendence of Colombia

Due to its condition as a securities issuer, any number of EEB shareholders representing a stock amount no higher than 10% of the total circulating shares and which are not part of the Company’s management may resort to the Financial Superintendence of Colombia when they consider that their rights have been directly or indirectly undermined by decisions made by the General Shareholders Assembly or by the managers.

IX. FINAL DISPOSITIONS

It is the duty of the Board of Directors, as well as of the Chairman and the Legal and Regulatory Vice Chairman of EEB, to see to the compliance of the Corporate Government Code.

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The shareholders may demand the effective compliance with the present Code to the Board of Directors or to the Corporate Governance Committee via the presentation of duly supported written petitions.

The present Corporate Government Code shall govern after its approval by the Board of Directors, and any changes made thereto are to be announced in a newspaper of national circulation, as well as duly informed and published in EEB’s website.