measures to guarantee the adequate representation of shareholders at the extraordinary shareholders’ meeting
In accordance with Resolution 116 of 2002, the Board of Directors of Ecopetrol S.A. (NYSE: EC; BVC: ECOPETROL; BVL: EC; TSX: ECP) (“Ecopetrol” or the “Company”) approved the following measures to guarantee the adequate representation of the Shareholders at the Extraordinary Shareholders’ Meeting to be held on Friday, September 4th, 2015 due to the resignation of the Director Gonzalo Restrepo López and the election of his replacement:
1. Ordered the Company’s management to inform shareholders of their right to be represented at the Shareholders’ Meeting through a proxy and the legal requirements that those proxies must satisfy.
2. Instructed the Company’s employees to participate in reviewing shareholder proxies and not to accept proxies that do not comply with the requirements established by Colombian law.
3. Instructed the Company’s management to inform the Company’s managers and employees that they may not recommend to shareholders that they vote on certain way about any specific item.
4. Instructed the Company’s management to inform the Company’s managers and employees not to suggest, coordinate, or agree with shareholders on the submission of shareholder proposals during the Shareholders’ Meeting.
5. Instructed the Company’s management to inform the Company’s managers and employees not to suggest, coordinate or agree with shareholders voting in favor or against any given shareholder proposal presented at the Shareholders’ Meeting.
6. Instructed the Company’s management to inform Shareholders that they cannot grant proxies to persons who are directly, or indirectly, part of the company’s management.
7. Instructed the Company’s managers to adopt all measures necessary to ensure that the Company’s employees act in neutrally when interacting with shareholders.
8. Appointed the Secretary General of Ecopetrol as the person responsible for verifying adequate compliance with these measures.
9. Appointed the Legal Vice-Presidency as the internal division responsible for reviewing shareholders’ proxies.
The measures listed above adopted by the Board of Directors of Ecopetrol were made public to the general market by the Chairman of the Board of Directors (acting through the Superintendent for Issuers) prior to the Shareholders’ Meeting.
Bogota, Colombia – August 18, 2015