This document outlines the corporate governance structure and policies of Energía de Bogotá S.A E.S.P. It discusses the rights and responsibilities of shareholders, the roles and functions of the Board of Directors and senior management, controls and auditing processes, disclosure of information, social responsibility, conflicts of interest, and dispute resolution. The goal of the corporate governance system is to establish mechanisms for managing key aspects of the company's growth, competitiveness and sustainability.

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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
........................................................................................................................................
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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
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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.