RELEVANT INFORMATION

ACTUAL TEXT MODIFIED TEXT

ARTICLE No. 4 - CORPORATE PURPOSE:

The main corporate purposes of the

company are the following activities:

1. The sale, purchase, acquisition in any

capacity, import, export, refining, storage,

bottling, packaging, canning, supply, and

distribution of hydrocarbons and their

byproducts as importer, exporter, refiner,

storing agent, and wholesaler by means of

supply plants, and as retailer by means of

own or leased (or held in any way)

automotive, aviation, maritime, and fluvial

service stations. The Company shall also be

able to operate as a retailer distributor acting

as an industrial trader.

2. The transportation of hydrocarbons by

land, sea, and rivers, as well as through

multi-purpose pipelines, oil pipelines, gas

pipelines, and propane pipelines, acting as

transporter.

3. The purchase and sale of business

premises located in the national territory or

in other countries, which are engaged in the

marketing of petroleum products or vehicle

natural gas.

4. The distribution of vehicle natural gas,

acting as trader or operator by means of

vehicle natural gas or mixed-purpose service

stations.

ARTICLE No. 4 - CORPORATE

PURPOSE: The main corporate purposes of

the company are the following activities:

1. The sale, purchase, acquisition in any

capacity, import, export, refining, storage,

bottling, packaging, canning, supply, and

distribution of hydrocarbons and their

byproducts as importer, exporter, refiner,

storing agent, and wholesaler by means of

supply plants, and as retailer by means of

own or leased (or held in any way)

automotive, aviation, maritime, and fluvial

service stations. The Company shall also be

able to operate as a retailer distributor

acting as an industrial trader.

2. The transportation of hydrocarbons by

land, sea, and rivers, as well as through

multi-purpose pipelines, oil pipelines, gas

pipelines, and propane pipelines, acting as

transporter.

3. The purchase and sale of business

premises located in the national territory or

in other countries, which are engaged in the

marketing of petroleum products or vehicle

natural gas.

4. The distribution of vehicle natural gas,

acting as trader or operator by means of

vehicle natural gas or mixed-purpose service

stations.

5. The direct, jointly, or delegated

construction of: gas pipelines; oil pipelines;

multi-purpose pipelines; propane pipelines;

main and urban distribution networks;

distribution, regulation, compression, and

storage stations; supply connections for the

vehicle natural gas distribution in service

stations; and in general, any other work or

premises necessary for the management,

distribution, and marketing of natural gas,

vehicle natural gas, propane gas (LPG), and

any other fuels (whether they are

hydrocarbons byproducts or not).

6. The execution of any raw material

transformation industrial activities for the

production of lubricants, motor oils, greases,

and petroleum and petro-chemical products.

7. Oil exploration and exploitation, an activity

that shall be carried out directly or in

participation as an associate or partner of

other companies that regularly perform such

activity.

8. The setup, construction, and commercial

exploitation of supply plants, pumping

stations, and service stations for receiving,

storing, selling, distributing, and retailing

hydrocarbons, as well as petroleum, petro-

chemical, and gas products, in all their

forms, among others, vehicle natural gas.

9. The manufacture, assembly, purchase,

sale, import, export, trading, distribution,

and supply of parts, accessories, devices,

machinery, and equipment related to other

activities of the company.

10. The provision of the consultancy service

to companies engaged in the distribution of

fuels, including gas, and the manufacturing

and distribution of lubricants and motor oils,

in the following fields: fuel, lubricant, and

5. The direct, jointly, or delegated

construction of: gas pipelines; oil pipelines;

multi-purpose pipelines; propane pipelines;

main and urban distribution networks;

distribution, regulation, compression, and

storage stations; supply connections for the

vehicle natural gas distribution in service

stations; and in general, any other work or

premises necessary for the management,

distribution, and marketing of natural gas,

vehicle natural gas, propane gas (LPG), and

any other fuels (whether they are

hydrocarbons byproducts or not).

6. The execution of any raw material

transformation industrial activities for the

production of lubricants, motor oils, greases,

and petroleum and petro-chemical products.

7. Oil exploration and exploitation, an

activity that shall be carried out directly or in

participation as an associate or partner of

other companies that regularly perform such

activity.

8. The setup, construction, and commercial

exploitation of supply plants, pumping

stations, and service stations for receiving,

storing, selling, distributing, and retailing

hydrocarbons, as well as petroleum, petro-

chemical, and gas products, in all their

forms, among others, vehicle natural gas.

9. The manufacture, assembly, purchase,

sale, import, export, trading, distribution,

and supply of parts, accessories, devices,

machinery, and equipment related to other

activities of the company.

10. The provision of the consultancy service

to companies engaged in the distribution of

fuels, including gas, and the manufacturing

and distribution of lubricants and motor oils,

in the following fields: fuel, lubricant, and

motor oil sale marketing; financial and

accounting; operating; systems; planning;

external auditing; human resources;

communication; and public relationships.

11. The investment or participation in

partnerships as associate or shareholder of

other national or foreign companies with the

same or a supplementary corporate purpose,

in which this Company shall have interests

due to the nature of their corporate purpose,

including but not limited to real estate

companies, real estate developers,

securitized real property companies, for the

development and expansion of the company

service stations. Additionally, the Company

shall be able to endorse national or foreign

companies in which the Company has any

sort of participation.

12. The investment of treasury surplus in the

acquisition of stock, installments or shares,

bonds, tradable certificates or any other

securities, and the conveyance, transfer, or

trade of them all.

13. The acceptance and execution of

representations, distributions, agencies,

concessions, or development of any other

commercial activity related to the corporate

purpose, or the contracting of these

activities with other natural persons or

companies.

14. The provision of services from any

nature. In order to carry out its corporate

purpose, the Company shall be able to

execute any civil, business, administrative, or

labor acts and contracts directly involved

with the engagement of the corporate

purpose, or related to the existence and

operation of the Company, including but not

limited to the ability to promote and found

motor oil sale marketing; financial and

accounting; operating; systems; planning;

external auditing; human resources;

communication; and public relationships.

11. The investment or participation in

partnerships as associate or shareholder of

other national or foreign companies with the

same or a supplementary corporate purpose,

in which this Company shall have interests

due to the nature of their corporate purpose,

including but not limited to real estate

companies, real estate developers,

securitized real property companies, for the

development and expansion of the company

service stations. Additionally, the Company

shall be able to endorse national or foreign

companies in which the Company has any

sort of participation.

12. The investment of treasury surplus in the

acquisition of stock, installments or shares,

bonds, tradable certificates or any other

securities, and the conveyance, transfer, or

trade of them all.

13. The acceptance and execution of

representations, distributions, agencies,

concessions, or development of any other

commercial activity related to the corporate

purpose, or the contracting of these

activities with other natural persons or

companies.

14. The provision of services from any

nature. In order to carry out its corporate

purpose, the Company shall be able to

execute any civil, business, administrative,

or labor acts and contracts directly involved

with the engagement of the corporate

purpose, or related to the existence and

operation of the Company, including but not

limited to the ability to promote and found

stores, warehouses, or sub-offices in

Colombia or abroad; to acquire in any

capacity all sorts of assets or real property,

to lease, title, convey, or levy them, and

leave them as a guarantee; to exploit

brands, commercial names, patents,

inventions or any other intangible property,

provided they are related to the main

corporate purpose; to draw, accept, endorse,

collect, and pay all types of securities; to

convey properties as donations, to

participate in public and private biddings; to

jointly draw or convey money with or without

interest, to enter into any insurance,

transportation, and participation account

contracts, or contracts with banking and/or

finance institutions. Paragraph: The

Company shall not be able to become

guarantor or surety of obligations different to

its own and the ones of the legal entities

with which the Company has the connection

of parent company, affiliate, or subsidiary.

15. The carrying out of port operator

activities, functions, and tasks for providing

the service of fuel supply at all the seaports

in the national territory.

16. The import of raw materials produced

from oil, bio-fuels, gas, alcohol fuel,

anhydride ethanol, and/or biodiesel.

17. The opening, administration,

management, and any other commercial

activity in general over business premises

that have the purpose of operating as

convenience stores in service stations.

18. The issue of securities in Colombia

and/or abroad.

19. The trading of all sorts of securities in

operations of the over-the-counter market or

stores, warehouses, or sub-offices in

Colombia or abroad; to acquire in any

capacity all sorts of assets or real property,

to lease, title, convey, or levy them, and

leave them as a guarantee; to exploit

brands, commercial names, patents,

inventions or any other intangible property,

provided they are related to the main

corporate purpose; to draw, accept,

endorse, collect, and pay all types of

securities; to convey properties as

donations, to participate in public and

private biddings; to jointly draw or convey

money with or without interest, to enter into

any insurance, transportation, and

participation account contracts, or contracts

with banking and/or finance institutions.

Paragraph: The Company shall not be able

to become guarantor or surety of obligations

different to its own and the ones of the legal

entities with which the Company has the

connection of parent company, affiliate, or

subsidiary.

15. The carrying out of port operator

activities, functions, and tasks for providing

the service of fuel supply at all the seaports

in the national territory.

16. The import of raw materials produced

from oil, bio-fuels, gas, alcohol fuel,

anhydride ethanol, and/or biodiesel.

17. The opening, administration,

management, and any other commercial

activity in general over business premises

that have the purpose of operating as

convenience stores in service stations.

18. The issue of securities in Colombia

and/or abroad.

19. The trading of all sorts of securities in

operations of the over-the-counter market or

in a stock exchange in Colombia and/or

abroad.

20. The construction, administration,

operation, and exploitation of commercial

and business premises intended for the

provision of hotel and touristic services.

21. The operation of laboratories for the

quality control of lubricants and motor oils,

the analysis of used and new motor oils, and

supplementary activities.

ARTICLE No. 6 - PAID AND

SUBSCRIBED CAPITAL: To date, from the

authorized capital, One Hundred Ninety-One

Thousand Nine Hundred Fifteen Million Four

Hundred Twenty-One Thousand Colombian

Pesos (COP $191,915,421,000.00) have been

subscribed, divided into One Hundred Ninety-

One Million Nine Hundred Fifteen Thousand

Four Hundred Twenty-One (191,915,421)

common shares. The paid capital amounts to

One Hundred Ninety-One Thousand Nine

Hundred Fifteen Million Four Hundred

Twenty-One Thousand Colombian Pesos

in a stock exchange in Colombia and/or

abroad.

20. The construction, administration,

operation, and exploitation of commercial

and business premises intended for the

provision of hotel and touristic services.

21. The operation of laboratories for the

quality control of lubricants and motor oils,

the analysis of used and new motor oils, and

supplementary activities.

22. The activity of restaurants,

cafeterias, commercial establishments

dedicated to the preparation,

distribution and sale of processed food

and/or manufactured,

commercialization, import, export and

distribution of products of agricultural

business, agriculture, processed food

and raw materials for the

manufacturing of all kinds of food.

TRANSITORY ARTICLE – PAID AND

SUBSCRIBED CAPITAL. The number of

shares subscribed, and in circulation

entirely paid, and the amount of

subscribed and paid capital will be

determined, subject to the law, to

these by-laws, and the Merger

Agreement of December 20th, 2013

between ORGANIZACIÓN TERPEL S.A.,

PROENERGÍA INTERNACIONAL S.A.,

SOCIEDAD DE INVERSIONES EN

ENERGÍA S.A., and TERPEL DEL

CENTRO S.A. at the moment of

perfectioning of the merger of which

the above mentioned Merger

(COP $191,915,421,000.00).

ARTICLE No. 9 - TITLES: A certificate that

accounts for the shareholder title shall be

delivered to every subscriber. Shares shall be

of the registered type, and they shall

circulated in a non-physical format under the

administration of a Centralized Security

5sitory, which shall keep the following

information: 1. The full name of the

shareholder; 2. The corporate name of the

Company, its main address, the number and

date of the Company incorporation deeds, as

well as the information of the Notary’s Office

with which the deeds are filed; 3. The

amount of shares that each share certificate

represents, par value of each share, and a

note specifying if they are common or

preferred; 4. Conditions to exercise the

preference right in the trade; 5. In preferred

shares, their inherent rights shall be listed.

ARTICLE No. 10: - TRADE OF SHARES:

Shares are transferable according to the

corresponding laws. The conveyance shall be

completed with the consent of the

contracting parties, but in order for it to

produce effects with regard to the company

and third parties, the shares shall be

registered in the shares registry book (which

is administrated by the centralized security

depository) by means of a written order from

Agreement refers to, in accordance to

the share fractions that must be

acquired by ORGANIZACIÓN TERPEL

S.A.

ARTICLE No. 9 - TITLES: A certificate that

accounts for the shareholder title shall be

delivered to every subscriber. Shares shall

be of the registered type, and they shall

circulated in a non-physical format under the

administration of a Centralized Security

Depository, which shall keep the

following information in respect to: 1.

The full name of the shareholder; 2. The

corporate name of the Company, its main

address, the number and date of the

Company incorporation deeds, as well as the

information of the Notary’s Office with which

the deeds are filed; 3. The amount of shares

that each share certificate represents, par

value of each share, and a note specifying if

they are common or preferred; 4. Conditions

to exercise the preference right in the trade;

5. In preferred shares, their inherent rights

shall be listed.

ARTICLE No. 10: - TRADE OF SHARES:

The uncertificated shares will be

represented by a global note, under the

custody and administration of Depósito

Centralizado de Valores, (Centralized

Security Depository,), which will keep

the suscribers’ annotations and the

Share Registry. Shareholders may

request for a certificate through their

direct depositor, that legitimizes them

for the exercise of the inherent rights

of their standing.

the transferor.

ARTICLE No. 11: - TRADE OF SHARES:

The right to trade shares is in all cases

subject to the condition that the Company,

or otherwise one or several shareholders, are

not interested in acquiring such shares

according to the conditions and within the

time periods indicated below. Consequently,

the shareholder who intends to convey all or

part of her/his shares shall inform about such

intention through a letter addressed to the

Company President, which shall determine

the price, sale time specifications, and all

other conditions of the possible share

transfer. The Company shall have a 30-

calendar-day term (counted from the date

such letter is received) to inform through the

Management if the Company shall acquire

the shares that shall be conveyed, according

to the conditions established in the offer. The

President of the Company shall duly and

timely send a copy of all the communications

to all the shareholders. Only in the case that

the Company expressly informs that it shall

not exercise the right to preferentially

acquire them, shareholders shall be able to

acquire them for themselves, and for such

purpose they shall have a 20-calendar-day

term counted from the day the Company

expressly declares it shall not exercise the

right to purchase them. In the case there are

several shareholders interested in exercising

the pre-emptive right, the shares subject to

trade shall be distributed on a pro rata basis

according to the number of shares owned by

each shareholder, unless the interested

parties reach a different agreement. If the

ARTICLE No. 11: - TRADE OF SHARES:

The right to trade shares is in all cases

subject to the condition that the Company,

or otherwise one or several shareholders,

are not interested in acquiring such shares

according to the conditions and within the

time periods indicated below. Consequently,

the shareholder who intends to convey all or

part of her/his shares shall inform about

such intention through a letter addressed to

the Company President, which shall

determine the price, sale time specifications,

and all other conditions of the possible share

transfer. The Company shall have a 30-

calendar-day term (counted from the date

such letter is received) to inform through the

Management if the Company shall acquire

the shares that shall be conveyed, according

to the conditions established in the offer.

The President of the Company shall duly and

timely send a copy of all the communications

to all the shareholders. Only in the case that

the Company expressly informs that it shall

not exercise the right to preferentially

acquire them, shareholders shall be able to

acquire them for themselves, and for such

purpose they shall have a 20-calendar-day

term counted from the day the Company

expressly declares it shall not exercise the

right to purchase them. In the case there

are several shareholders interested in

exercising the pre-emptive right, the shares

subject to trade shall be distributed on a pro

rata basis according to the number of shares

owned by each shareholder, unless the

interested parties reach a different

agreement. If the Company or the

shareholders, as the case may be, do not

Company or the shareholders, as the case

may be, do not agree with the seller in terms

of price and/or purchase time terms, or if it

is the case of an conveyance that, as the

swap, does not allow the substitution of what

is being received, the price of each share and

the payment term shall be established by

expert appraisers appointed by the interested

parties, as it has been established in the

Article 407 of the Code of Commerce. The

fees of the expert appraisers shall be paid in

equal parts by both the purchaser and the

seller. The transaction shall then be

mandatorily carried out by both the seller

and the purchaser for the price and payment

term established by the expert appraisers.

Paragraph. Notwithstanding the foregoing,

the pre-emptive right shall not apply in those

sales, trades, conveyances, transfers,

businesses, or legal acts that are carried out

by inter vivos or causa mortis acts with the

spouse, permanent

partner, people within the first degree of the

shareholder’s consanguinity, or between

legal persons with the same real beneficiary,

according to the Colombian law definition.

agree with the seller in terms of price and/or

purchase time terms, or if it is the case of an

conveyance that, as the swap, does not

allow the substitution of what is being

received, the price of each share and the

payment term shall be established by expert

appraisers appointed by the interested

parties, as it has been established in the

Article 407 of the Code of Commerce. Both

the purchaser and the seller shall pay

the fees of the expert appraisers in

equal parts. Both the seller and the

purchaser shall then mandatorily carry

out the transaction for the price and

payment term established by the expert

appraisers. Paragraph. Notwithstanding the

foregoing, the pre-emptive right shall not

apply in those sales, trades, conveyances,

transfers, businesses, or legal acts that are

carried out by inter vivos or causa mortis

acts with the spouse, permanent

partner, people within the first degree of the

shareholder’s consanguinity, or between

legal persons with the same real beneficiary,

according to the Colombian law definition.

PARAGRAPH.- Within the meaning of

the second section of Article 407 of the

Trade Code, or the norms that modify,

revoke, or replace it, while the

Company has its shares listed in the

Stock Exchange the paragraph

immediately above Article no.11 of

these by-laws is considered as not

written within the by-laws, instead the

following is held within the by-laws:

Shares are transferable according to

the corresponding laws, except when

there is a legal exception. The

conveyance is completed with the

consent of the contracting parties, but

in order for it to produce effects in

regards to the company and third

parties, the shares must be registered

in the shares registry book (which is

administrated by the centralized

security depository) by means of a

written order from the transferor. In

case of sale, the entry in the Share

Registry will proceed pursuant to a

written order of the transferor by

endorsement of the security or by a

transfer letter subscribed by the

transferor. The transferor must

indicate on the endorsement or letter

the transferee name, address,

nationality and identification. In forced

sales and in case of legal awards or of

winding-up of companies, the entry

will be made upon exhibition of the

original or authenticated copy of the

pertinent documents in which the

order or communication of whom

legally is entitled to order is contained.

In other cases the transferor must

present the documents that the current

legislation requires. To register the

new entry and issue the security to the

transferee, the security issued to the

transferor or previous owner will be

cancelled beforehand. If the shares

circulate in an uncertificated form, the

transfer of title will be legalized by

means of registration by Depósito

Centralizado de Valores (Centralized

Securities Deposit). The company does

not take responsability for facts or

circumstances that affect the validity

of the contract between transferor and

ARTICLE No. 13 - ACQUISITION OF

OWN SHARES: When the Company intends

to acquire its own shares, it shall comply

with the requirements listed below: 1. The

determination shall be made by the Board of

Directors with the favorable vote of the

majority of votes present in the meeting; 2.

The transaction shall be made with funds

taken from the net profits; 3. The shares

shall be completely free of obligations,

liabilities, and encumbrances. While these

shares are owned by the Company, their

inherent rights shall be suspended.

transferee of the title transfer, and will

only accept or reject title transfers in

compliance with the external

formalities of the transfer.

ARTICLE No. 13 - ACQUISITION OF

OWN SHARES: When the Company intends

to acquire its own shares, it shall comply

with the requirements listed below: 1. The

determination shall be made by the Board of

Directors with the favorable vote of the

majority of votes present in the meeting; 2.

The transaction shall be made with funds

taken from the net profits; 3. The shares

shall be completely free of obligations,

liabilities, and encumbrances. 4.- The

mechanism used for the reacquisition

must guarantee equal basis for all

shareholders; 5.- The acquisition price

will be set by the Board of Directors

according to studies in compliance with

technically recognized proceedures.

While these shares are owned by the

Company, their inherent rights shall be

suspended. PARAGRAPH.- The

reacquired shares may be transfered by

action of the Board of Directors

without having to prepare a share

subscription regulation provided that

the selected transfer mechanism

guarantees equal basis for acquisition

for all company shareholders.

Otherwise, the action of the Assembly

and the forseen mayority is required to

waiver the subscription pre-emptive

right.

ARTICLE No. 15: - PLEDGING OF

SHARES: The pledging of shall be

completed through its registration on the

account administered by the Centralized

Security Depository, and registered on the

shares book; and it shall not confer to the

creditor the rights inherent to the

shareholder quality, but by virtue of

stipulation or express pact. The document

certifying the mentioned pact shall be

enough proof to execute before the

Company the rights conferred to the creditor.

ARTICLE No. 24 - REPRESENTATION:

Shareholders shall be able to be represented

in the General Shareholders Assembly

meetings by means of a written authorization

granted to natural or legal persons according

to what is deemed convenient. This

authorization shall include the following:

name of the legal representative, name of

the person who is being represented, the

date or period of the meeting(s) for which

the authorization is valid. These

authorizations can be sent to the Company

via telefax. The authorizations granted

abroad only require the formalities

established herein.

ARTICLE No. 15: - PLEDGING OF

SHARES: The pledging of shall be

completed through its registration on the

account administered by the Centralized

Security Depository, and registered on the

shares book; and it shall not confer to the

creditor the rights inherent to the

shareholder quality, but by virtue of

stipulation or express pact. The document

certifying the mentioned pact shall be

enough proof to execute before the

Company the rights conferred to the

creditor.

ARTICLE No. 24 - REPRESENTATION:

Shareholders shall be able to be represented

in the General Shareholders Assembly

meetings by means of a written

authorization granted to natural or legal

persons according to what is deemed

convenient. This authorization shall include

the following: name of the legal

representative, name of the person who is

being represented, the date or period of the

meeting(s) for which the authorization is

valid, and in all case in compliance with

legal provisions . These authorizations can

be sent to the Company via telefax. The

authorizations granted abroad only require

the formalities established herein.

ARTICLE No. 38 - ELECTIONS: In all

cases in which two or more people are being

appointed to form the same collegiate body,

commission, or Board, the voting quotient

system shall be applied. The voting

quotient shall be determined by dividing

ARTICLE No. 38 - ELECTIONS: In all

cases in which two or more people are being

appointed to form the same collegiate body,

commission, or Board, the voting quotient

system shall be applied. The voting quotient

shall be determined by dividing the total

number of valid casted votes by the number

of people to be appointed. The scrutiny shall

be started with the list that has obtained the

most votes and so on in a descendant order.

From each list, as many people as the result

(whole number) of dividing the total number

of casted votes by the quotient shall be

declared appointed. And if there are

positions left to be appointed, they shall

correspond to the higher remainders,

scrutinizing them in the same descendant

order. In case of a tie of the remainders, it

shall be decided by random drawing.

ARTICLE No. 39 - FUNCTIONS OF THE

GENERAL SHAREHOLDERS ASSEMBLY:

The following are the functions of the

General Shareholders Assembly: 1. To study

and approve amendments to be applied to

the bylaws; 2. To evaluate the reports

submitted by the administrators and the

President of the Company related to the

status of the corporate businesses and the

report of the tax auditor; 3. To examine and

approve or disapprove the year-end balance

statements and the accounts that shall be

rendered by the administrators; 4. To decide

what to do with the corporate profits

pursuant to the bylaws and the laws; 5. To

the total number of valid casted votes by the

number of people to be appointed. The

scrutiny shall be started with the list that has

obtained the most votes and so on in a

descendant order. From each list, as many

people as the result (whole number) of

dividing the total number of casted votes by

the quotient shall be declared appointed.

And if there are positions left to be

appointed, they shall correspond to the

higher remainders, scrutinizing them in the

same descendant order. In case of a tie of

the remainders, it shall be decided by

random drawing.

ARTICLE No. 39 - FUNCTIONS OF THE

GENERAL SHAREHOLDERS ASSEMBLY:

The following are the functions of the

General Shareholders Assembly: 1. To study

and approve amendments to be applied to

the bylaws; 2. To evaluate the reports

submitted by the administrators, the Audit

Committee, and the President of the

Company related to the status of the

corporate businesses and the report of the

tax auditor; 3. To examine and approve or

disapprove the year-end balance statements

and the accounts that shall be rendered by

the administrators; 4. To decide what to do

with the corporate profits pursuant to the

bylaws and the laws; 5. To set up and

increase the reserves for all intends and

purposes. 6. To establish the dividend

amount, as well as the payment method and

term; 7. To appoint and remove members of

the Board of Directors, as well as the main

and substitute tax auditors, and to establish

their remunerations. 8. To appoint the

set up and increase the reserves for all

intends and purposes. 6. To establish the

dividend amount, as well as the payment

method and term; 7. To appoint and remove

members of the Board of Directors, as well

as the main and substitute tax auditors, and

to establish their remunerations. 8. To

appoint the Company liquidator; 9. To

command the corresponding actions against

the administrators, directive staff, and tax

auditor; 10. To decree the issue of corporate

bonds and debt securities; 11. To decree the

total conveyance of the Company assets; 12.

To delegate to the Board of Directors or the

President of the Company those functions

that the law allows to delegate; 13. To

implement the measures required for the

compliance with the bylaws, and for fulfilling

the common interest of the partners; 14. To

determine, by means of the favorable votes

of at least seventy-five percent (75%) of the

shares present in the meeting, to place a

specific issue of common shares without

being subject to the pre-emptive right; 15.

All other functions established by the laws or

by these bylaws, which are not the

responsibility of another body.

ARTICLE No. 47 - FUNCTIONS: The

following are the functions of the Board of

Directors: 1. To create its own regulations

and establish the internal regulations for the

Company; 2. To cooperate with the President

of the Company in

the administration and management of the

corporate businesses, as well as to delegate

Company liquidator; 9. To command the

corresponding actions against the

administrators, directive staff, and tax

auditor; 10. To decree the issue of corporate

bonds and debt securities; 11. To decree the

total conveyance of the Company assets; 12.

To delegate to the Board of Directors or the

President of the Company those functions

that the law allows to delegate; 13. To

implement the measures required for the

compliance with the bylaws, and for fulfilling

the common interest of the partners; 14. To

determine, by means of the favorable votes

of at least seventy-five percent (75%) of the

shares present in the meeting, to place a

specific issue of common shares without

being subject to the pre-emptive right; 15.

All other functions established by the laws or

by these bylaws, which are not the

responsibility of another body.

ARTICLE No. 47 - FUNCTIONS: The

following are the functions of the Board of

Directors: 1. To create its own regulations

and establish the internal regulations for the

Company; 2. To cooperate with the

President of the Company in

the administration and management of the

corporate businesses, as well as to delegate

to the President or any other employee the

functions deemed convenient; 3. To every

year appoint the President of the Company

and his/her corresponding substitute, as well

as the judicial legal representative and

his/her corresponding substitute; 4. To

determine, when deemed appropriate, the

creation of consultant or technical

committees, formed by the number of

to the President or any other employee the

functions deemed convenient; 3. To every

year appoint the President of the Company

and his/her corresponding substitute, as well

as the judicial legal representative and

his/her corresponding substitute; 4. To

determine, when deemed appropriate, the

creation of consultant or technical

committees, formed by the number of

members deemed adequate, for the purpose

of advising the President of the Company in

specific matters, and also to create all other

job positions deemed necessary for the good

service of the Company, which includes the

assignment of their functions and

corresponding compensations; 5. To submit

to the General Shareholders Assembly, and

jointly with the President of the Company,

the balance statement of each fiscal period,

as well as all other annexes and reports

established in the Article 446 of the Code of

Commerce, and to propose amendments

considered adequate for the bylaws to the

General Shareholders Assembly; 6. To advise

the President of the Company when she/he

requests it regarding legal actions that shall

be started or continued; 7. To summon the

General Shareholders Assembly to

extraordinary meetings when deemed

convenient or when requested by a number

of shareholders representing at least a 1/4th

of the subscribed shares; 8. To cast its

consultative vote when the General

Shareholders Assembly requests it or in the

cases determined in the bylaws; 9. To

examine, when deemed convenient, directly

or through a committee, the books,

accounts, documents, and cash flows of the

Company; 10. To approve the acquisition of

members deemed adequate, for the purpose

of advising the President of the Company in

specific matters, and also to create all other

job positions deemed necessary for the good

service of the Company, which includes the

assignment of their functions and

corresponding compensations; 5.

Designate the members of the Audit

Committee; 6. To submit to the General

Shareholders Assembly, and jointly with the

President of the Company, the balance

statement of each fiscal period, as well as all

other annexes and reports established in the

Article 446 of the Code of Commerce, prior

consideration of these by the Audit

Committee, and to propose amendments

considered adequate for the bylaws to the

General Shareholders Assembly; 7. To

advise the President of the Company when

she/he requests it regarding legal actions

that shall be started or continued; 8. To

summon the General Shareholders Assembly

to extraordinary meetings when deemed

convenient or when requested by a number

of shareholders representing at least a 1/4th

of the subscribed shares; 9. To cast its

consultative vote when the General

Shareholders Assembly requests it or in the

cases determined in the bylaws; 10. To

examine, when deemed convenient, directly

or through a committee, the books,

accounts, documents, and cash flows of the

Company; 11. To approve the acquisition of

other companies, to sell them, or to propose

to the General Shareholders Assembly their

incorporation or merger with another

company; 12. To establish or suppress

branches or sub-offices in Colombia or

abroad, to regulate their operation and fix at

other companies, to sell them, or to propose

to the General Shareholders Assembly their

incorporation or merger with another

company; 11. To establish or suppress

branches or sub-offices in Colombia or

abroad, to regulate their operation and fix at

all times the faculties and responsibilities of

the administrators; 12. To regulate the

placement of the common shares the

Company has reserved; 13. To determine the

budget items the Board wants to take into

special funds; 14. To interpret the provisions

of the bylaws that could cause doubts, and

to fix their sense while the General

Shareholders Assembly is summoned for the

next meeting in order to submit the matter in

question; 15. To authorize the President of

the Company to enter into any act or

contract representing an amount greater

than one million dollars (USD

$1,000,000.00);16. To watch over the strict

compliance with all the provisions contained

in these bylaws and the ones established for

the adequate operation of the Company, and

to make the necessary decisions so that the

Company fulfills its purposes, provided such

decisions are not the responsibility of the

General Shareholders Assembly or any other

body of the Company; 17. To authorize the

Legal Representatives of all the affiliate

and/or subordinated companies to enter into

any act or contract representing an amount

greater than one million dollars (USD

$1,000,000.00), with the exception of the

acquisition and sale of petroleum and gas

products, which are not subject to the

aforementioned restriction; 18. To approve

the issue of securities, including but not

limited to the creation and approval of the

all times the faculties and responsibilities of

the administrators; 13. To regulate the

placement of the common shares the

Company has reserved; 14. To determine

the budget items the Board wants to take

into special funds; 15. To interpret the

provisions of the bylaws that could cause

doubts, and to fix their sense while the

General Shareholders Assembly is

summoned for the next meeting in order to

submit the matter in question; 16. To

authorize the President of the Company to

enter into any act or contract representing

an amount greater than one million dollars

(USD $1,000,000.00); 17. To watch over the

strict compliance with all the provisions

contained in these bylaws and the ones

established for the adequate operation of

the Company, and to make the necessary

decisions so that the Company fulfills its

purposes, provided such decisions are not

the responsibility of the General

Shareholders Assembly or any other body of

the Company; 18. To authorize the Legal

Representatives of all the affiliate and/or

subordinated companies to enter into any

act or contract representing an amount

greater than one million dollars (USD

$1,000,000.00), with the exception of the

acquisition and sale of petroleum and gas

products, which are not subject to the

aforementioned restriction; 19. To approve

the issue of securities, including but not

limited to the creation and approval of the

corresponding Issue and Placement

Regulations and the determination of all

other terms and conditions deemed relevant

in order to carry out the issue of the

securities, and to delegate to the legal

corresponding Issue and Placement

Regulations and the determination of all

other terms and conditions deemed relevant

in order to carry out the issue of the

securities, and to delegate to the legal

representative the responsibility to perform

all the necessary activities for the successful

placement of the securities directly or

through an attorney-in-fact; 19. To amend

the Corporate Governance Code and/or the

Regulations of the Auditing Committee; 20.

To approve the acquisition of shares of the

Company.

ARTICLE No. 52 - FACULTIES OF THE

PRESIDENT, THE JUDICIAL LEGAL

REPRESENTATIVE, AND THEIR

SUBSTITUTES: The President of the

Company shall exercise the functions and

attributions of such job position, and

specially the following: 1. To judicially and

extra-judicially represent the Company

before the associates, third parties, and all

representative the responsibility to perform

all the necessary activities for the successful

placement of the securities directly or

through an attorney-in-fact; 20. To create

and/or amend the Corporate Governance

Code and/or the Regulations of the Auditing

Committee and other committees that

the Board of Directors may eventually

create 21. To approve the acquisition of

shares of the Company. 22. Designate

within the legal representatives or the

legal representative the person

responsible for the timely

dissemination of the company’s

relevant information; 23. Consider, and

reply in writing, the proposals of a

plural amount of shareholders that

represent at least five percent (5%) of

share subscription, stating the reasons

that motivated the decision.

ARTICLE No. 52 - FACULTIES OF THE

PRESIDENT, THE JUDICIAL LEGAL

REPRESENTATIVE, AND THEIR

SUBSTITUTES: The President of the

Company shall exercise the functions and

attributions of such job position, and

specially the following: 1. To judicially and

extra-judicially represent the Company

before the associates, third parties, and all

sorts of judicial and administrative

authorities, with the capability to appoint

authorized agents, who shall be able to

represent the Company in any case; 2. To

execute the agreements and resolutions of

the General Shareholders Assembly and

Board of Directors; 3. To prepare and enter

into the acts and contracts required for the

sorts of judicial and administrative

authorities, with the capability to appoint

authorized agents, who shall be able to

represent the Company in any case; 2. To

execute the agreements and resolutions of

the General Shareholders Assembly and

Board of Directors; 3. To prepare and enter

into the acts and contracts required for the

fulfillment of the Company purposes.

Nevertheless, the President of the Company

shall require prior authorization by the Board

of Directors in order to enter into any act or

contract representing an amount greater

than the equivalent to one million dollars

(USD $1,000,000.00). With the exception of

the acquisition and sale of petroleum and gas

products, which shall not require any

authorization by the Board of Directors no

matter what the amount of such acquisitions

and/or sales is; 4. To summon the General

Shareholders Assembly and the Board of

Directors pursuant to what has been

established in these bylaws. 5. To submit to

the General Shareholders Assembly, and

jointly with the Board of Directors, the

balance statement of each fiscal period, the

management report, and all other annexes

and reports established in the Article 446 of

the Code of Commerce. 6. To submit to

arbitration or settle the disagreements of the

Company with third parties, in accordance

with the limitations established in section 3

above; 7. To appoint and remove the

Company employees whose appointment or

removal is not the responsibility of the

General Shareholders Assembly or the Board

of Directors; 8. To delegate determined

functions of her/his job position within the

limits established in the bylaws; 9. To look

fulfillment of the Company purposes.

Nevertheless, the President of the Company

shall require prior authorization by the Board

of Directors in order to enter into any act or

contract representing an amount greater

than the equivalent to one million dollars

(USD $1,000,000.00). With the exception of

the acquisition and sale of petroleum and

gas products, which shall not require any

authorization by the Board of Directors no

matter what the amount of such acquisitions

and/or sales is; 4. To summon the General

Shareholders Assembly and the Board of

Directors pursuant to what has been

established in these bylaws. 5. To submit to

the General Shareholders Assembly, and

jointly with the Board of Directors, the

balance statement of each fiscal period, the

management report, and all other annexes

and reports established in the Article 446 of

the Code of Commerce. 6. To submit to

arbitration or settle the disagreements of the

Company with third parties, in accordance

with the limitations established in section 3

above; 7. To appoint and remove the

Company employees whose appointment or

removal is not the responsibility of the

General Shareholders Assembly or the Board

of Directors; 8. To delegate determined

functions of her/his job position within the

limits established in the bylaws; 9. To look

after the collection and investment of the

Company funds; 10. To make all possible

efforts to ensure all the Company employees

duly fulfill their duties, including the

revelation systems and financial

information control and inform the

General Shareholders Assembly or the Board

of Directors about the serious faults or

after the collection and investment of the

Company funds; 10. To make all possible

efforts to ensure all the Company employees

duly fulfill their duties, and inform the

General Shareholders Assembly or the Board

of Directors about the serious faults or

irregularities arising in this respect; and 11.

To exercise all other functions delegated by

the law, the General Shareholders Assembly,

and the Board of Directors. PARAGRAPH: The

Judicial Legal Representative shall be

exclusively in charge of the functions listed in

the paragraph of Article 49 of these bylaws,

and the Section 1 of this Article.

ARTICLE No. 55 A) - AUDITING

COMMITTEE: The Company shall have an

Auditing Committee formed by at least three

(3) members of the Board of Directors,

including all the independent members. The

Auditing Committee shall be chaired by an

independent member of the Board of

Directors. The decisions of the Auditing

Committee shall be made by simple majority.

The Tax Auditor shall attend the Auditing

Committee meetings, and the Tax Auditor

shall have voice but not the right to vote.

The Auditing Committee meetings shall be

held at least every three (3) months, and the

decisions made in such meetings shall be

irregularities arising in this respect; and 11.

Certify that the financial statements

and other public relevant information

contain no latent defects, imprecisions

or errors that prevent knowledge of the

state of company equity or operations.

12. To exercise all other functions

delegated by the law, the General

Shareholders Assembly, and the Board of

Directors. PARAGRAPH: The Judicial Legal

Representative shall be exclusively in charge

of the functions listed in the paragraph of

Article 49 of these bylaws, and the Section 1

of this Article.

ARTICLE No. 55 A) - AUDITING

COMMITTEE: The Company shall have an

Auditing Committee formed by at least three

(3) members of the Board of Directors,

according to the decision of the Board

of Directors, including all the independent

members. An independent member of

the Board of Directors shall chair the

Auditing Committee. The Auditing

Committee shall decide by simple

majority. The Tax Auditor shall attend the

Auditing Committee meetings, and the Tax

Auditor shall have voice but not the right to

vote. The Auditing Committee meetings shall

be held at least every three (3) months, and

the decisions made in such meetings shall be

recorded in minutes pursuant to the

provisions of the currently valid specific

regulations. The reports recorded in the

minutes shall be submitted to the Board of

Directors at least once a year, or with a

lesser frequency if the Board of Directors so

requests it.

The Auditing Committee members shall have

recorded in minutes pursuant to the

provisions of the currently valid specific

regulations. The reports recorded in the

minutes shall be submitted to the Board of

Directors at least once a year, or with a

lesser frequency if the Board of Directors so

requests it.

The Auditing Committee members shall have

the same commission term that the Board of

Directors, and shall be appointed by this

Board by simple majority. The Auditing

Committee members shall have the

experience that allows them to completely

fulfill their functions.

PARAGRAPH No. 1: The secretary general

of the Company or a person appointed by

her/him (who can be an employee of the

Company) shall act as the Auditing

Committee secretary. The secretary general

shall not have the right to vote.

PARAGRAPH No. 2: The Auditing

Committee shall have its own regulations,

which shall be approved by the Board of

Directors.

ARTICLE No. 60 - GENERAL BALANCE

STATEMENT: Every year on December 31st,

the Company shall make an accounting cut in

order to prepare and communicate its duly

certified general purpose financial

statements. The balance statement,

inventory, books, and all other supporting

items of the reports shall be submitted to the

administration office fifteen (15) days before

the date scheduled for the General

Shareholders Assembly meetings so that the

the same commission term that the Board of

Directors, and shall be appointed by this

Board by simple majority. The Auditing

Committee members shall have the

experience that allows them to completely

fulfill their functions.

PARAGRAPH No. 1: The secretary general

of the Company or a person appointed by

her/him (who can be an employee of the

Company) shall act as the Auditing

Committee secretary. The secretary general

shall not have the right to vote.

PARAGRAPH No. 2: The Auditing

Committee shall have its own regulations,

which shall be approved by the Board of

Directors.

ARTICLE No. 60 - GENERAL BALANCE

STATEMENT: Every year on December

31st, the Company shall make an accounting

cut in order to prepare and communicate its

duly certified general purpose financial

statements. The balance statement,

inventory, books, and all other supporting

items of the reports, once revised by the

Auditing Committee, shall be submitted

to the administration office fifteen (15) days

before the date scheduled for the General

Shareholders Assembly meetings so that the

material can be examined by the

shareholders.

ARTICLE No. 61 - BALANCE

material can be examined by the

shareholders.

ARTICLE No. 61 - BALANCE STATEMENT

APPROVAL: The balance statement shall be

submitted for approval to the General

Shareholders Assembly, the Board of

Directors, and the President of the Company

along with all other documents mentioned in

the Article 446 of the Code of Commerce.

While the Company continues to be

monitored by the Superintendency of

Companies, the Company shall submit the

demanded documents with the formalities

required for such effect within the time

period indicated.

ARTICLE No. 74 - AGREEMENTS AMONG

SHAREHOLDERS: Two or more

shareholders, who do not act as

administrators of the Company, shall be able

to enter into agreements by virtue of which

they commit to vote toward the same or a

determined purpose in the General

Shareholders Assembly meetings. This

agreement can include the provision that

allows one or more of them, or a third party,

to represent all of them in the General

Shareholders Assembly meeting(s). This

provision shall generate effects on the

Company only if the agreement is submitted

in writing to the legal representative for

STATEMENT APPROVAL: The balance

statement shall be submitted for approval to

the General Shareholders Assembly by the,

the Board of Directors, and the President of

the Company, and once reviewed by the

Auditing Committee, along with all other

documents mentioned in the Article 446 of

the Code of Commerce. While the Company

continues to be monitored by the

goverment authority in charge of

inspection, surveillance, and control,

the Company shall submit the demanded

documents with the formalities required for

such effect within the time period indicated.

ARTICLE No. 74 - AGREEMENTS

AMONG SHAREHOLDERS: Two or more

shareholders, who do not act as

administrators of the Company, shall be able

to enter into agreements by virtue of which

they commit to vote toward the same or a

determined purpose in the General

Shareholders Assembly meetings. This

agreement can include the provision that

allows one or more of them, or a third party,

to represent all of them in the General

Shareholders Assembly meeting(s). This

provision shall generate effects on the

Company, the parties, other

shareholders, and third parties, only if

the agreement is submitted in writing to the

legal representative for being filed with the

offices where the Company administration

operates, and published at the Registro

Nacional de Valores y Emisores

(National Securities Registry). For all

being filed with the offices where the

Company administration operates. For all

other matters, the Company and the rest of

the shareholders shall not be held

responsible for the breaching of the

agreement terms.

This abridgment corresponds to the entirety

of the currently valid bylaws of Organización

Terpel S.A.

other matters, the Company and the rest of

the shareholders shall not be held

responsible for the breaching of the

agreement terms.

This abridgment corresponds to the entirety

of the currently valid bylaws of Organización

Terpel S.A.