Decisions Adopted at the Shareholders' Meeting of March 28, 2025
BOGOTA, Colombia, March 31, 2025 /PRNewswire/ -- Ecopetrol S.A. (BVC: ECOPETROL; NYSE: EC) informs that during the ordinary General Shareholders' Meeting held on March 28, 2025, which was duly convened in accordance with the legal and statutory requirements applicable to the Company, the shareholders cast their votes on each of the below items on the agenda:
-- Approval of the agenda
The proposed agenda for the meeting was approved.
-- Appointment of the Chair of the Meeting
Mr. Guillermo García Realpe, Chair of the Board of Directors, was appointed as Chair of the Meeting.
-- Appointment of the Elections and Voting Committee of the Shareholders'
Meeting
The Elections and Voting Committee of the General Shareholders' Meeting was appointed as proposed by shareholder Edisson Forero.
-- Appointment of the Committee for the Review and Approval of the Minutes
of the General Shareholders' Meeting
The Committee for the Review and Approval of the Minutes of the General Shareholders' Meeting was appointed as proposed by Sandra Serna.
-- Presentation and assessment of the report prepared by Ecopetrol's Board
of Directors on its performance, development, and compliance with the
Code of Good Governance
The Chair of the Corporate Governance and Sustainability Committee, Dr. Ángela María Robledo, presented the summary of the report on the development of, and compliance with, the Code of Good Governance, which was approved by the Shareholders' Meeting.
Additionally, the Report is included in the 2024 Integrated Management Report.
-- Presentation and assessment of the 2024 Integrated Management Report
The report was presented by the President of Ecopetrol and was approved by the shareholders. It is available for consultation on the corporate website:
-- Presentation and deliberation concerning the audited individual and
consolidated financial statements as of December 31, 2024
The financial statements were approved by the shareholders and are available for review on the corporate website:
Additionally, the individual and consolidated financial statements are included in the 2024 Integrated Management Report.
-- Reading of the statutory auditor's opinion
The statutory auditor proceeded to read their opinion.
-- Presentation and approval of the profit distribution proposal for
Ecopetrol shareholders
Shareholders approved the distribution of profits corresponding to an ordinary dividend of two hundred fourteen pesos (COP $214) per share. As approved, the payment of this dividend will be made to minority shareholders in two equal installments, payable on April 4 and April 29, 2025. Additionally, the highest corporate body approved that the dividend payment to the majority shareholder be made in three installments as follows: 1) COP $2,200,000,000,000 on April 4, 2025, 2) COP $2,300,000,000,000 on April 29, 2025, and 3) COP $3,286,344,378,880 on June 27, 2025.
-- Election of the statutory auditor for the 2025-2029 period and approval
of their fees
Shareholders approved the following:
To appoint the firm Deloitte & Touche S.A.S., identified with Tax ID No. 860.005.813-4, as the Statutory Auditor of Ecopetrol S.A. for fiscal years 2025, 2026, 2027, and 2028, with fees for 2025 equal to COP $4,565,200,000 plus VAT. For the years 2026 through 2028, fees will be adjusted to the annual inflation rate for the immediately preceding year, and will also include VAT. The firm will be responsible for appointing the individuals who will serve as principal and alternate statutory auditors, respectively.
The agreement with Deloitte & Touche S.A.S. is expected to be executed during April 2025, while the Statutory Audit and External Audit contract executed with the firm ERNST & YOUNG AUDIT S.A.S., Tax ID No. 860.008.890-5, will end on May 27, 2025.
-- Election of the members of Ecopetrol's Board of Directors for the
2025-2029 term
The election of the members of the Board of Directors for the 2025-2029 term, as approved by shareholders gathered at the General Shareholders' Meeting, is transcribed below:
Line
Name Quality
First Ángela María Robledo
Gómez Independent
Second Mónica De Greiff Lindo Independent
Third Guillermo García Realpe Independent
Fourth Álvaro Torres Macias Independent
Fifth Lilia Tatiana Roa Not
Avendaño Independent
Sixth Alberto José Merlano Not
Alcocer Independent
Seventh Hildebrando Vélez Galeano Not
Independent
Eighth Ricardo Rodríguez Yee Independent
Ninth Luis Felipe Henao Cardona Independent
-- Review and approval of an amendment to the internal regulations of the
General Shareholders' Meeting
Shareholders approved the amendment to its internal regulations.
-- Review and approval of the Board of Directors' Succession Policy
Shareholders approved the Succession Policy for the members of the Board of Directors as proposed by Ecopetrol.
The shareholders cast their votes on each of the items on the agenda as follows:
Matter Submitted for Agenda Agenda with Abstention Blank Votes
consideration of the Proposed by additions
Shareholder´ Meeting Ecopetrol proposed by
participating
shareholders
Approval of the agenda 99.79 % 0.02 % 0.19 % 0.00 %
Matter Submitted for Votes in Votes
againts Blank Abstention
Consideration by the favor Votes
Shareholders' Meeting
Appointment of the Chair 100.00 % 0.00 % 0.00 % 0.00 %
of the Shareholders'
Meeting
Appointment of the 100.00 % 0.00 % 0.00 % 0.00 %
Elections and Voting
Committee
Matter Submitted
for Committee Committee Blank Abstention
Consideration by
the proposed by proposed by
Shareholders'
Meeting Sandra Carlos Molano Votes
Serna
Appointment of
the 91.72 % 4.26 % 0.00 % 4.02 %
Committee for the
Review and
Approval of
the Minutes of
the
General
Shareholders'
Meeting
Matter Submitted for Votes in Votes
againts Blank Abstention
Consideration by the favor
Shareholders' Meeting Votes
Approval of the Board of 96.02 % 3.98 % 0.00 % 0.00 %
Directors' Report on its
Performance,
Development, and
Compliance with the
Code of Good
Governance
Approval of the 2024 96.01 % 3.95 % 0.00 % 0.04 %
Integrated Management
Report
Approval of the Audited 100.00 % 0.00 % 0.00 % 0.00 %
Individual and
Consolidated Financial
Statements
Matter Submitted Majority Ecopetrol Abstention Single Distribution Net Income
for Shareholder's Proposal payment on 40% Reinvestmemt
Consideration by Proposal April 4
the
Shareholders'
Meeting
Presentation and 91.75 % 8.18 % 0.07 % 0.00 % 0.00 % 0.00 %
Approval of the
Profit Distribution
Proposal for
Ecopetrol
Shareholders
Matter Submitted for Votes in Votes
againts Blank Abstention
Consideration by the favor
Shareholders' Meeting Votes
Election of the Statutory 100.00 % 0.00 % 0.00 % 0.00 %
Auditor
Election of the Members 95.69 % 2.53 % 0.00 % 1.78 %
of the Board of Directors
for the 2025-2029 Term
and Approval of their Fees
Review and Approval of 99.46 % 0.54 % 0.00 % 0.00 %
the Amendment to the
Internal Regulations of
the General
Shareholders' Meeting
Matter Submitted for Ecopetrol Felipe Cuberos Blank Abstention
Consideration by the Proposal Proposal
Shareholders' Meeting Votes
Review and Approval
of 95.70 % 4.25 % 0.00 % 0.05 %
the Succession Policy
for
the Members of the
Board of Directors
Matter Submitted for Proposal for statutory amendment submitted by Felipe Cuberos
in his
Consideration by the capacity as proxy for the pension and severance funds
Shareholders' Meeting
Proposals and
7.68% in favor
Miscellaneous 91.81% against
0.51% abstention
0.00% blank votes
Matter Submitted for Proposal to call an extraordinary shareholders' meeting to
consider a
Consideration by the statutory amendment aimed at establishing that one seat on the
Board of
Shareholders' Meeting Directors must be held by an Ecopetrol employee
Proposals and
95.17% in favor
Miscellaneous 0.07% against
4.76% abstention
Note: The figures included in the table do not reflect all decimal places. Final numbers, including decimal places, will be included in the final text of the minutes of the meeting.
Ecopetrol is the largest company in Colombia and one of the main integrated energy companies in the American continent, with more than 19,000 employees. In Colombia, it is responsible for more than 60% of the hydrocarbon production of most transportation, logistics, and hydrocarbon refining systems, and it holds leading positions in the petrochemicals and gas distribution segments. With the acquisition of 51.4% of ISA's shares, the company participates in energy transmission, the management of real-time systems (XM), and the Barranquilla - Cartagena coastal highway concession. At the international level, Ecopetrol has a stake in strategic basins in the American continent, with Drilling and Exploration operations in the United States (Permian basin and the Gulf of Mexico), Brazil, and Mexico, and, through ISA and its subsidiaries, Ecopetrol holds leading positions in the power transmission business in Brazil, Chile, Peru, and Bolivia, road concessions in Chile, and the telecommunications sector.
This release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All forward-looking statements, whether made in this release or in future filings or press releases, or orally, address matters that involve risks and uncertainties, including in respect of the Company's prospects for growth and its ongoing access to capital to fund the Company's business plan, among others. Consequently, changes in the following factors, among others, could cause actual results to differ materially from those included in the forward-looking statements: market prices of oil & gas, our exploration, and production activities, market conditions, applicable regulations, the exchange rate, the Company's competitiveness and the performance of Colombia's economy and industry, to mention a few. We do not intend and do not assume any obligation to update these forward-looking statements.
For more information, please contact:
Head of Capital Markets
Carolina Tovar Aragón
Email: investors@ecopetrol.com.co
Head of Corporate Communications (Colombia)
Marcela Ulloa
Email: marcela.ulloa@ecopetrol.com.co
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SOURCE Ecopetrol S.A.
