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October 2011


Minute by Minute Extraordinary General Shareholders Meeting

Bogotá, Colombia, 03 October 2011

The Chairman of the Board of Directors and the CEO of Empresa de Energía de Bogotá S.A. ESP., in accordance with Articles 45 and 46 of the Company Bylaws invite the shareholders of the Company to the Extraordinary General Assembly meeting that will be held on October 7, 2011 as of 10:30 a.m., in “Auditorio América” located at Carrera 9 No. 73-44 first floor of the building of Grupo Energía de Bogotá of this city.

AGENDA

  1. Report on registration and validation of attendees. Quorum verification.
  2. Appointment of the Commission in charge of drafting and approving the Assembly Minutes
  3. Appointment of the Chairman of the Assembly
  4. Resolve on an emission of external bonds under rule 144A Regulation S to finance the repurchase of the obligations existing under the bond issued in 2007, without increasing the external debt of the Company.

Shareholders that are unable to attend may appoint a proxy to act on their behalf, in the terms of Article 184 (amended by Law 222/95 Article 18) and 185 of the Code of Commerce.

CLARA EUGENIA LÓPEZ OBREGÓN
Chairman of the Board of Directors

MONICA DE GREIFF
CEO of EEB S. A. E.S.P.

SHAREHOLDERS’ EXTRAORDINARY GENERAL ASSEMBLY OF EMPRESA DE ENERGIA DE BOGOTA S.A. ESP
OCTOBER 7, 2011

REAL TIME INFORMATION FOR NON-ATTENDING SHAREHOLDERS

Mrs. Mónica De Greiff declares open the Extraordinary meeting of the Shareholders General Assembly of Empresa de Energía de Bogotá S.A. ESP by welcoming the shareholders and requesting the General Secretary to inform on the compliance with advertising that must be given to the Assembly, in order for non-attending shareholders to know how the meeting developed; likewise, she requests the General Secretary to read the meeting agenda.

Mr. Mario Trujillo Hernández informs the Assembly that in compliance with the provisions of Article 18, paragraph 4 of the Good Governance Code of the company, the development of this meeting is being disclosed in real time via the web page.

Immediately thereafter he reads the following agenda:

  1. Report on registration and validation of attendees. Quorum verification.
  2. Appointment of the Commission in charge of drafting and approving the Assembly Minutes.
  3. Appointment of the Chairman of the Assembly
  4. Resolve on an emission of external bonds under rule 144A Regulation S to finance the repurchase of the obligations existing under the bond issued in 2007, without increasing the external debt of the Company.

First item:The Registration Report is presented to the Assembly and member attendance is validated, followed by the verification of the required quorum.

Mrs. Mónica De Greiff requests the Assembly secretary to present the relevant report.

Mr. Mario Trujillo informs that 8587156500 shares are represented, which corresponds to 93% of the subscribed and paid-in shares, thus declaring that there is sufficient quorum to deliberate and decide. Consequently, he informs that they may proceed with the agenda.

Second item:Appointment of the commission in charge of drafting and approving the Assembly Minutes.

The Secretary of the Assembly informs that a proposal has been received as to appointing Luz Stella López, legal representative of Fondo de Empleados de la Energía – Cajita, and Olga Lucía Segura, representative of Ecopetrol to conform the commission in charge of drafting and approving the minutes.

Response of the Assembly by acclamation

The Secretary of the Assembly declares that the proposal has been approved.

Third item:Appointment of the Chairman of the Assembly. Mr. Mario Trujillo Hernández invites the shareholders to nominate the candidates for the presidency of the Assembly.

It is proposed to declare HECTOR ZAMBRANO RODRIGUEZ, representative of the Capital District, as Chairman of the Assembly and, likewise, to approve his election by acclamation.

The Secretary asks the Assembly if they approve the proposal, and the proposal is approved by acclamation. It is informed that the proposal was approved.

The Assembly approves by acclamation the election of Mr. HECTOR ZAMBRANO RODRIGUEZ as Chairman of the Assembly.

Mr. Mario Trujillo Hernández proceeds to read the Fourth item: Resolve on an emission of external bonds under rule 144A Regulation S to finance the repurchase of the obligations existing under the bond issued in 2007, without increasing the external debt of the Company.

The Chairman of the meeting requests CEO Mónica De Greiff to present the relevant item.

Mrs. De Greiff gives the floor to Dr. Jorge Pinzón Barragán who proceeds to make the presentation.

Mr. Jorge Pinzón Barragán makes the presentation to the shareholders of the company addressing the following topics:

Background

As part of the financing strategy for the purchase of assets, rights, and agreements with Ecogás, Empresa de Energía de Bogotá issued a bond in the international capital market through an international vehicle, with the following conditions:

Issuer

EEB International Limited (Caiman Islands)

Guarantor

Empresa de Energía de Bogotá S.A. ESP

Coupon

8.75%

Term

7 years

Issue Date

October 31, 2007

Maturity Date

October 31, 2014

First Call Date

As of October 31, 2011

Amount

US$ 610 million

In turn, EEB entered into a credit agreement with Hollandsche Bank Unie – HBU (currently, the Royal Bank of Scotland – RBS) to replicate the conditions of the bond issued by its affiliate in the Caiman Islands and, thus, to reflect it in its financial statements.

Debt management operation

The Offering Memorandum of EEB’s 2014 bond establishes that as of October 31, 2011 a repurchase option (call) of this instrument may be exercised, under the following conditions:

Year

Percentage

2011

104.375%

2012

102.188%

2013-2014

100.000%

Advance payment of the bond could be financed through a new issue of bonds with a lower coupon and longer term. According to the market consultations carried out, the most liquid term for a potential issue of EEB corresponds to 10 years, until October 2021, and the indicative price is of approximately 6.25%; in other words, 325 basic points on 10-year U.S. Treasury bonds.

These conditions would represent savings in the net present value of EEB’s debt, as they reduce the coupon from the current 8.75%.

Savings in financial expenditures

It is estimated that the issue of a new bond in the international capital market, assuming an annual coupon of 6.25%, may generate the following savings vis-à-vis the current bond with 2014 maturity and a coupon of 8.75%:

Savings in Net Present Value:USD 11.9 million
Annual savings in interest: USD 7.6 million

The calculation of Net Present Value (NPV) savings includes the effect of the lowest coupon estimated for the new instrument, the repurchase premium for an amount equivalent to USD 26.7 million (4,375% on the par value of the bond), and the transaction costs.

Annual savings in interest amounting to USD 7.6 million (in current terms) correspond to lower expenses and lower cash expenditures as a direct result of the new bond’s lower coupon.

Depreciation profile

In addition to cost considerations, there has been an improvement in the debt profile of EEB, upon displacing the maturity from 2014 to 2021. Therefore, the indicators of duration and average maturity of the total debt portfolio of EEB increase, reducing the refinancing risk.

The Chairman of the meeting welcomes the presentation and indicates that in accordance with the provisions of Article 58, paragraph 14 of the Corporate Bylaws of EEB S.A. ESP, it is the duty of the Shareholders’ General Assembly to resolve on the issue of bonds.

The floor is given to Dr. Lisandro Vega to intervene at this point.

The shareholder declares that he has asked the company for a copy of the minutes in which the issue of shares has been approved. The shareholder points out that the issue of bonds is a very important topic and therefore gives his favorable vote. Nevertheless, he regrets that these resources will not be used in Bogotá. He expresses his concern towards the actions requiring no efficiency efforts from the Administration. He draws attention on the fact that the issue of bonds should translate in a sensitive increase of profits for the Company. He expresses his gratitude and gives his positive vote in advance.

The chairman welcomes the intervention. He asks the Assembly to vote and the Assembly responds affirmatively; therefore, this proposal is unanimously approved.

Upon completing the agenda, the meeting is adjourned by thanking the shareholders for their attendance and participation.

Convocatoria