General Regulation of the Financial System

Art. 88. - Shares Negotiation.

All the Colombian and foreign investment transactions that have a goal of acquiring
ten percent (10) or more of the subscribed shares of any entity subject to the
Banking Superintendence's surveillance, performed through one or various
operations of any character, simultaneously or successively or those which
increased said percentage, will require under penalty of inefficacy, the approval of
the Banking Superintendency, which will examine the suitability, responsibility and
character of the people interested in acquiring them. Additionally, the
superintendent will guarantee that the public wellbeing will be encouraged with the
transfer of shares.

Sub-paragraph
1. In order to give its authorization, the Banking Superintendency must verify that
the person interested in acquiring the shares is not involved in any of the situations
mentioned in sub-paragraphs 3 and 4 of section 5, Article 53 of this bylaw and that
the investment desired complies with the permitted relationship in sub-paragraph 5
of that cited in section 5.
2. Effects of the negotiation without authorization from the Banking
Superintendence. All share disposals that are made effective without authorization
of the Banking Superintendence, opposing the provisions established in this
present article, will be totally ineffective, without needing judicial decree.
3. Exceptions to the obligation of obtaining previous authorization. The approval of
the Banking Superintendence that section 1 of this article refers to will not be
necessary when the people interested in buying shares or mandatory convertible
bonds from the same institution have obtained said approval within the three (3)
years prior to the date of the corresponding transaction, provided that the interim
period has not been subject to any sanctions by the Banking, Securities,
Exchanges or Corporations Superintendences, nor those that dictated through
security measures or sentencing within a criminal process and previously reported
on the projected operation.
Sub-paragraph 1. In any case, it will be necessary that the Banking
Superintendency is accredited prior to the acquisition, under penalty of inefficacy,
so the investment that intends to make the interested party comply with the
previous relations stated in Article 53, section 5, subparagraph 5, of this Bylaw.
Conc.: Article 58; Law 79 / 1998; External Bulletin 01 / 1990
4. All the provisions in this article will apply to all cases when the transaction has
the goal of acquiring ten percent of the capital or equity of an entity subject to the
Banking Superintendence's surveillance when such company is not represented in
shares.