General Assembly or Shareholders' Meeting

The General Assembly or Shareholders' Meeting is a gathering intended for discussing and deciding on matters related to the administration of a company.

Types of Shareholders' Meetings

Ordinary Meetings:

• By law, they must be held at least once a year, at the time specified in the bylaws.
• Any topic may be discussed, apart from routine administrative matters, proposed by directors or any shareholder.
• Automatic Ordinary Session: If not convened for the mandatory annual meeting (unless the bylaws state otherwise), it will be held on April 1st at 10:00 a.m. at the company’s registered address.

Extraordinary Meetings:

• Convened by administrators, statutory auditors, or the supervisory entity, either on their own initiative or upon request by shareholders representing at least 25% of the share capital, specifying the agenda.

Second Call Meetings:

• If the initially convened meeting fails due to lack of quorum, a second meeting must be scheduled no earlier than 10 days and no later than 30 days afterward.

Functions of the Shareholders' Meeting

• Review and approve amendments to the bylaws.
• Analyze and approve (or reject) year-end financial statements and reports from administrators.
• Distribute profits in accordance with the bylaws, contracts, and laws.
• Elect individuals for corporate positions.
• Review reports from administrators, legal representatives, or statutory auditors (if applicable).
• Discuss matters of common interest to shareholders.
• Establish contingency reserves.
• Address any other matters specified in the bylaws or laws.

About Shareholders' Meetings

• A meeting is validly constituted at any time and place without prior notice if all shareholders are present or represented.
• Any shareholder may appoint a representative to attend on their behalf, except administrators or employees (unless legal representation applies).
• Companies supervised by the Superintendence of Companies must notify the date, time, and location of meetings for possible delegate appointment.
• Meetings may be suspended by a majority (51% of shares present) but cannot extend beyond three days unless all subscribed shares are present.

Quorum for Shareholders' Meetings

Unless otherwise specified in laws or bylaws:

• Deliberation and decision-making require an absolute majority (more than half of possible votes) represented by multiple shareholders.
• For automatic ordinary or second-call meetings, the quorum is simply a plurality of shareholders (or one, if the company is publicly traded), regardless of share representation.

Abuse of Voting Rights

Per Official Letter 220-076480 (June 21, 2011), the Superintendence of Companies defines abuse of voting rights as:

"Voting exercised with the intent to harm the company or other shareholders or to obtain unjustified benefits for oneself or a third party."

This abuse can occur from majority, minority, or parity positions and may result in:

• Liability for damages caused.
• Absolute nullity of the resolution due to unlawful intent.

The Superintendence will determine abuse through a summary verbal proceeding.

Minutes of the Shareholders' Meeting

All proceedings must be recorded in the minutes book, signed by:

• The meeting president,
• The secretary, or
• The statutory auditor.

The statutory auditor must submit an authorized copy of the minutes to the Superintendence within 15 days of the meeting.