Ecopetrol S.A. (ECOPETROL) Earnings Call Transcript & Summary

January 10, 2024

Bolsa de Valores de Colombia CO Energy Oil, Gas and Consumable Fuels shareholder_meeting 54 min

Earnings Call Speaker Segments

Unknown Executive

executive
#1

Good morning to all. Welcome to this meeting. This shareholders' meeting of Ecopetrol General Shareholders' Meeting. As the president of Ecopetrol SA, I am pleased to greet all shareholders present here and all the ones that are present via this live streaming through our website. In our main table, we have Mr. Rodolfo Garcia, Deputy VP or VP and General Secretary, who will be the Secretary of the general assembly -- of the general shareholders meeting. I would also like to greet all union organizations. I would like to greet regional, national and international media present here today. I would like to greet the members of the Board of Directors and our Executive Committee and the rest of the Ecopetrol staff who are here with us today, both in person as via streaming through our digital channels. Now it's a time to present and kick off our event. So first of all, we would like to show you a with video our safety recommendations, recommendations that we will follow during this shareholders' meeting. [Presentation]

Unknown Executive

executive
#2

Welcome to the nonindustrial facilities of Ecopetrol. But with that, protocols in case of an emergency. Ecopetrol works with safety first. If you have a medical emergency, please call the line you see on the screen. If you are trained on first aid, please provide initial support and wait for specialized help. If not, please establish a perimeter and don't let anyone touch the injured individual, do not provide food or beverages. Help the person to remain call. If in case of an emergency due to an earthquake, stay away from the windows, try to find a safe place to hide, wait for the indications from the experts and first responders. Do not use the elevators, and please head to the meeting point. In case of a fire, if you listen to the alarm in your floor, please leave the premises. If it's a different floor, wait for indications. If you are in an elevator and the elevator stops working, please make sure the people are okay, use the emergency line and intercom inside the elevator, do not try to leave the elevator, if this is not fully leveled. If there is any type of public unrest, please stay at the facilities and follow the instructions of the security personnel. Take alternate routes, evacuation procedure. If you have to evacuate, be calm and follow the indications and instructions. Go down the evacuation stairs. Inform that you have arrived well to the meeting point. If you're a visitor, always stay near to the Ecopetrol employee. Your responsibility and commitment guarantee your safety within our facilities. Thank you very much. Mr. Secretary of this meeting, please verify the quorum.

Rodolfo Garcia

executive
#3

Good morning to all shareholders. I would like to inform you that the subscribed shares of Ecopetrol are 41,16,694,000 shares. According to the statutes, the quorum indicates direct or undirect shareholders and at least half plus one. Right now, we have in the room 39 -- we have the number that we're reading right now of the shares. This means that we do have a 95.81% present quorum of all the subscribed shares. This means Mr. President that we do have a quorum to debate and decide. Given the fact that we do have a quorum, I officially declare this meeting open.

Unknown Executive

executive
#4

Mr. Secretary, please tell us about the main regulations of this meeting, and then we will read our agenda.

Rodolfo Garcia

executive
#5

Yes, Mr. President. In order to inform all the people here, we have prepared a video that shows rights and duties of the shareholders and will clearly explain how to vote the items of the agenda. Please pay attention to the following video. Thank you very much. [Presentation]

Rodolfo Garcia

executive
#6

Rights and duties. Ecopetrol has about 255,000 shareholders. Most of them are Colombians. Now we will answer to the most frequent questions that we usually get. What type of shares do I have in Ecopetrol? These are called ordinary shares just as the rest of the shareholders of the company. What rights do I have by holding ordinary shares? Political and economic shares, the main ones are the right to inspection and the right to vote, which allows to discuss, debate and vote. Within the main economic votes are the right to receive dividends via the holding of the shares and to transfer them to third parties. How can I make an intervention? If you want to make an intervention, you must register at the information point located in front of the elevators of the second floor with your name and cedula or ID number. You have to manifest on which item of the agenda do you want to talk about? If you're acting with power of attorney, we will ask for the information. For how long can each shareholder speak? Interventions cannot be more than 3 minutes, and they must go directly on the item that you're talking about. No shareholder can have an intervention for more than once on the same topic. The president of the meeting can use the faculties annoyed in the meeting regulations, order of the interventions, soliciting or asking for further explanations. Who answers the questions of the shareholders? During the meeting, shareholders that have doubts or questions can go to the information point in front of the elevator of the second floor and there, you will have Ecopetrol employees who have the capabilities to answer your questions. How can I issue a proposal to the general meeting? If you have a proposal, it must be related to the points of the agenda and it's called the proposition. In order to submit a proposition, you must register it in order to intervene and fill out the form that you will receive at the information point. What do we vote? Most of the points of the agenda, which are laid out are voted by the shareholders. The question that is going to -- the question voted will be called an item. Who can vote? All shareholders and all people acting on behalf of the shareholders. If you leave the room, you will no longer be part of a quorum. You can vote with a yes through Aetna plus. If your vote is no or it's a blank vote or multiple choice, you must do this through the electronic voting system. You can access the platform through your smartphone by scanning the QR code, which is located in the back of your badge. As always, this process will be overseen by the committee for elections and voting. If you don't have a smartphone, try to find someone with a green shirt and they will help you. If you don't have a data plan in your device, you can connect to the open Wi-Fi. The items to be voted will be available when the main table indicates. Voting through digital platform. When you vote the first proposal, please scan the code on the back of your badge. You will say, yes, when you see your name. Step 2, you will have a screen with the question and the yes, no or blank vote. Step 3, confirm the submittings of the information. Step 4, if you are acting on behalf of several shareholders, you must vote for each one of them. Once you do this, the register will change to green. Step 5, each time you have to vote for a new proposal, you must reload. If you have any problem, please go to the people with the green shirts and they will help you. We would like to remind you that in this meeting, you can vote yes through and Aetna plus. Remember that if your vote is no or it's a blank fold or it's a multiple option, you must do it through an electronic voting system. If you don't choose any option, automatically, your vote will be accounted for as a yes, in favor for the proposal. Electronic voting will be done through the QR code once again on the back of your badge. And if you don't have a smartphone or if you have any problems, please raise your hand and one of the helpers with the green T-shirt will come to you and help you.

Unknown Executive

executive
#7

Thank you, Mr. Secretary. With all this said, let's please start reading our agenda.

Rodolfo Garcia

executive
#8

Yes, Mr. President. Now I would like to read the agenda, which was published on December 19, 2023, in our website and in the national newspapers on December 20, and which is still in our website within the terms of our social status. First of all, safety moment. Second, verification of the quorum. Third, official opening of the meeting by the precedent of Ecopetrol S.A. Fourth, approval of the agenda. Fifth, appointment of the president of the general shareholders' meeting. Sixth, appointment of the commission or vote counting of the general shareholders assembly. Seventh, appointment of the commission for revision and approval of the minutes of the general shareholders' meeting. Eighth, presentation and approval of the statutory reforms.

Unknown Executive

executive
#9

Mr. Secretary, please inform the meeting if we have registered interventions to be part of this point of the agenda.

Rodolfo Garcia

executive
#10

Mr. President, we don't have any registered interventions for this point.

Unknown Executive

executive
#11

Thank you, Mr. Secretary.

Rodolfo Garcia

executive
#12

We request the shareholders that at the beginning of their intervention. But we have no interventions. Due to the fact that we have no registered interventions, we move on to the following points in order to ask the general assembly if you approve the agenda for this meeting? [Voting]

Rodolfo Garcia

executive
#13

Keeping in mind that most said, yes, this proposal has been approved. The exact results will be presented at the end of the agenda and will state registered in the minutes. Votes yes, votes no, and blank votes. The shareholders that wish to vote against or blank vote, please take your device, read the QR code on the back of your badge, select the choice -- select the option of your choice. If you don't have a device once again, please remember that you can raise your hand and one of the helpers with the green T-shirts will come by to help you. Moving on with the next point of the agenda, which is the appointment of the president of the general shareholders meeting. I would like to propose the following: I would like to appoint Mr. Ricardo Bonilla González, Minister of Finance of Colombia as the president of this general shareholders meeting. Please inform us if we have any registered interventions?

Ricardo Bonilla González

attendee
#14

No, we don't.

Rodolfo Garcia

executive
#15

Thank you. So now I would like to present to the meeting, the proposal that says that Mr. Ricardo Bonilla González, Minister of Finance of Colombia as the president of this general shareholders' meeting. [Voting]

Rodolfo Garcia

executive
#16

Taking into account the vote in favor we approved this. The exact results will be presented at the end of the meeting and will be registered in the official minutes. We kindly request to the shareholders that wish to vote against or who want to have a blank vote, please take the QR code on the back of your badge, select the option of your choice and press vote. If you don't have a device, once again, you can raise your hand and one of the helpers with green T-shirts will come and help you. We now invite Mr. Ricardo Bonilla to come to our executive table.

Ricardo Bonilla González

attendee
#17

Thank you very much. Good morning to all the shareholders and to the participants of this meeting. It's an honor to be here. And Mr. Secretary, let's move on with the agenda, please.

Rodolfo Garcia

executive
#18

Yes, Mr. President. The next point is the appointment of the commission for count, voting and elections. There is a proposal for -- and the integration of this committee presented by Francisco Moreno, acting as power of attorney of a shareholder of Ecopetrol. This is the following text. But with that, January, general assembly of Ecopetrol. Respected sirs and madams, for this meeting, I propose that the election and voting committee to be integrated by the following members, Daniel [indiscernible] acting on behalf of [Rafael Mule]. [Gloria Marmol], acting on behalf of [Lisa Fuentes, Francisco Eduardo Moreno, acting on behalf of Juliana Mejia]. Best regards Francisco Moreno actually on behalf of Juliana [indiscernible] Mejia.

Ricardo Bonilla González

attendee
#19

I kindly request the people that are part of the list to please stand up in order to confirm that your attendance and your acceptance to be part of this commission.

Rodolfo Garcia

executive
#20

Thank you. Mr. President, I would like to inform that we have no registered interventions for this point of the agenda. In that case, it's approved -- it's submitted for approval. The election and vote counting committee, you approve? [Voting]

Ricardo Bonilla González

attendee
#21

Taking into account the vote in favor, we approve this proposal. Exact results what we presented and registered in the final minutes. The shareholders that wish to vote against or blank vote, please use the same methodology. Use the QR code on the back part of your badge, select the option of your choice and press vote. Once again, if you have any problems, please call one of the helpers with the green T-shirts. Mr. Secretary, if it's approved, let's move on with the agenda.

Rodolfo Garcia

executive
#22

Yes, Mr. President. The next point is the appointment of the commission for revision and approval of the minutes of the general assembly of shareholders. I would like to tell you that at the General Secretary's Office, we have a proposal from Ana Milena Lopez, where she proposes the candidates to integrate the members of the commission for the approval of the minutes. The text of the communication is the following. But with that January 10, General Assembly of Ecopetrol. But with that, respected gentlemen and madams, in this general assembly shareholders' meeting, I would like to propose that the main and deputy commissioned responsible for the revision and approval of the minutes to be integrated by the following people or their representatives, the Minister of Finance, [Sergio Londoño, acting on behalf of Herman Gonzales and Ana Milena Lopez]. Deputy Commission, Daniel [indiscernible] acting on behalf of [Rafael Mule; Gloria Mercer Marmol, acting on behalf of Lisa Fuentes; Francisco Moreno acting on behalf of Juliana Mejia, respectfully Ana Milena Lopez.]

Ricardo Bonilla González

attendee
#23

I kindly ask the people that are part of the list that we just read, please stand up in order to confirm your attendance, your acceptance. Thank you very much. You may be seated. I request the Secretary to inform us if we have registered participations.

Rodolfo Garcia

executive
#24

Mr. President, we don't have registered intervention.

Ricardo Bonilla González

attendee
#25

In that case, I would like to ask the general shareholder's meeting if we can approve this.

Rodolfo Garcia

executive
#26

Taking into account that, yes, we understand, and we confirm that this proposal has been approved. Exact results we will be presented at the end of the agenda and will be registered in the minutes. Votes in favor, votes against, blank black votes. We kindly request the shareholders that wish to vote against or issue a blank vote take your device, use the QR code. On the back of your badge, select the option of your choice and press vote. If you don't have a smartphone or you have any type of problems, please raise your hand, then one of the helpers with the green T-shirts will come by and help you.

Ricardo Bonilla González

attendee
#27

Mr. Secretary, given the fact that we have approved this point of the agenda, we remind the members of the commissions that's the main commission can act for 5 days counted on the first day of the submittings of minute. If there is no response, the Deputy Commissioner will start working which will have 5 business days in order to approve it. Thank you, Mr. Secretary. Let's move on, please, with the agenda.

Rodolfo Garcia

executive
#28

Yes, sir. Moving on now to the presentation of the statutory approval. Mr. President, I would like to inform that we received communication of the nation from the Ministry of Finance as the shareholder of Ecopetrol, where they proposed the General Shareholders' Meeting to reform Article 21 of the social institutes, which you are seeing on the screen and I will read. Article 21 minimal requirements to be part of the Board of Directors. The members of the Board of Directors will be committed to the corporate vision of Ecopetrol and must comply to the following things: Number one, have international knowledge and experience, both international and national and the main activities of Ecopetrol and to have experience and a trusted track record in industry, commercial, financial, corporate risk stock market, administrative or legal experience, have more than 12 years of professional experience, have a good name in the market and not being part of more than 5 Board of Directors, including Ecopetrol. For the Board of Directors, we will consider gender diversity and inclusion criteria, which must comply to the minimum requirements to be part of the Board of Directors included in this proposal or in this article. 30% at least of this Board of Directors must be women. The profiles of the members of the Board of Directors will be revised and updated by the Board of Directors or by the institutional committee that the Board of Directors defines. The shareholder said that this change is aligned to the national development plan in what it lays out for the Board of Directors, which includes as of 2026, 30% inclusion of women in the different Board of Directors. The reform strives to make progress in gender plurality in the Board of Directors and in diversity of the ages by allowing that with less professional experience, new generations can be part of the Board of Directors in the future. According to internal regulations, this proposal went to the corporate government committee and the Board of Directors of Ecopetrol. In addition to that, we would like to inform the shareholders that this society at this corporation through its inclusion policies and the different Board of Directors of the companies of the group and the program for diversity, equality and inclusion has declared its commitment. Hence, this proposal for statuary reforms doubles down on this aspiration.

Ricardo Bonilla González

attendee
#29

With that said, Mr. Secretary, I would like to inform you if we have registered interventions.

Rodolfo Garcia

executive
#30

Mr. President, we have 2 registered interventions. In that case, due to the fact that we have 2 registered interventions, the shareholders that will speak are Mr. [ Cesar Losa and secondly, Martin Rabelo]. I kindly remind you that you have 3 minutes for your intervention and the time is running. Please be reminded that each one of the shareholders or representatives will have 3 minutes, and you must refer to the exact point of the agenda that we're talking about. Mr. Losa, the floor is yours.

Unknown Shareholder

shareholder
#31

Thank you. Greetings to all. Mr. Bonilla, Mr. Roa and Mr. Garcia. I am the President of the Union of so USO, and I would like to speak briefly, I would like to be -- I want to be very brief. First of all, from the union -- we are aligned with this government, which we backed up, specifically in the point regarding energy transition. We feel that it's necessary for the country, actually for the world. But of course, we feel that energy transition must be fair, inclusive and responsible and we must keep in mind that the resources, the money needed for this transition should be given by the industry of oil and gas. Secondly, we greeted from the union, this statutory reform, which allows new people to join and provide new oxygen to the Board of Directors. Also, we greet the transformation that Ecopetrol has embarked on. We think that it's healthy for oil and gas companies, in this case, Ecopetrol to transform into energy companies. This could clearly be seen with what happened with Statoil, a Norwegian company, which became Equinor with the purpose of becoming an energy generation company. But we also see that is very important to not lose the main stope that Ecopetrol has had. Historically, we must keep on investing in oil and gas in exploration, in hydrocarbons in all the lines of business, which are key for the future of Ecopetrol, and they are key to guarantee energy sovereignty in Colombia. We hope that this statutory reform is the transition that takes us to the day, hopefully soon, that one worker of Ecopetrol can finally be part of the Board of Directors of Ecopetrol. We think that it's necessary that the main interest groups that are part of production to have a voice and the space in the Board of Directors as it happens in other companies and even complying to what is established in the national constitution of Colombia and Article 57. And finally, I want to talk about 2 things. And please give me no more than 1 minute, please. We fully support the changes that the new administration has been carrying out in Ecopetrol. Mr. Roa's changes have our full support. Hopefully, with this new HR VP, we can actually eliminate the 01 agreement, which is an anti-union pact, we hope that HR repairs are union as a victim of arm conflict and that you stop seeing the union as an enemy, but you see it as a helper that can help build together with the administration of Ecopetrol. And finally, from our union organization, we wish that the country does well, that the administration of Ecopetrol does well and that we built together, and we strengthen this great company for the good of Colombia, for the good of communities and for the good of the workers. Thank you.

Unknown Executive

executive
#32

Thank you, Mr. Lo. We will now give the floor to Martin Rabelo. You have 3 minutes, please.

Unknown Shareholder

shareholder
#33

Good morning. Greetings to you all. I am also a union leader and I would like to talk about 2 things that for us are very important, which are energy transition and social economic transition in the producing regions. Keeping in mind, that the development of the most important company in Colombia will happen in the regions that everybody has high expectations regarding that democratization process and that change process that our company is going through. We're becoming a company that will develop and manage energy produced in Colombia in the regions. We strive for the social economic dynamic that has the -- we hope to keep that energy transition steady process. We hope that you keep on protecting employment. We hope that we don't have a necessary regional conflicts that affect the production of oil and gas. And that actually the workers in the future, actually become key players in the process of transformation of our company into an energy company. The workers -- that the workers have done our best and our biggest effort in order for hydrocarbons to be exploited in a much cleaner and sustainable fashion in order to generate wealth for the country in order for Colombia to present nowadays, those very hopeful growth figures. We feel and we believe that by stimulating the processes of oil production and exploration, exploitation must be kept outlined together with the energy transition process. And that requires or that means that in the producing regions, we actually strengthen working reconversion. So that labor is diversified. So those regional capabilities are boosted and that workers have the capability of preserving their labor rights and preserving the most important thing to dignify their lives, which is the possibility to work.

Unknown Executive

executive
#34

Thank you, Mr. Varello. We close the interventions. Mr. Secretary, could you inform us if we have any other information.

Rodolfo Garcia

executive
#35

Mr. President, we don't have any other proposal alternative for this point. Nevertheless, the [Porvenir], they have requested a voting constancy. So now I would like to submit the reform of Article 21 of the statutes. Taking into account the -- in favor of most of the people, this is approved. If you wish to vote against or in blank vote, please take your device, use the QR code on the back of your badge and vote. Chris, the option of your choice. If you have any problems, please call the helpers with the green T-shirts, which will come to your aid. Due to the fact that this is the last point of the agenda, we kindly request the shareholders to wait for a couple of minutes in order for the voting to finish so we can inform you with the exact results of the voting process. Thank you very much. Please standby. [Voting] [Presentation]

Rodolfo Garcia

executive
#36

Thank you, shareholders. On the screens, you will see the results of each one of the points of the agenda that were voted on. Summary of the voting. Do you approve the agenda with the 41.2 quorum voted yes, 99.980230%. No, 0.01788. For Proposal B, do you approve the appointment of the President of the general assembly of Ecopetrol? For yes, 99.9891943%. No, 0.01079677%. For Proposal C, do you approve the appointment of the commission of elections in vote counting. Yes, 99.9891926%. No, 0.01079678%. In regards to the number of positions. You can see the application of the electoral number where each one of the people that have been shortlisted were chosen. The first one as you can see on the screen. Do you approve the appointment of the commission for revision and approval of the minutes. Yes, 99.9997230; for no, 0. On the screen, you can see the application of the spot via electro quotient for the positions of the Minister of Finance and for Mr. Sergio Londonio elected the electro quotient and Ana Milena Lopez, elected by the remaining voting. Same thing for the deputies [Daniel Cansejo and Gloria Marmol] chosen via electro quotient and Francisco Moreno elected via remainder voting. Do you approve the statutory reform with the 49.2 quorum for yes, 98.1599991%. And for no only 1.84000881%. Mr President, these are the results of the voting carried out and held today.

Unknown Executive

executive
#37

Thank you to the people here with us. Thank you very much. Have a great day, and we hope to see you in our General Shareholders' Ordinary Meeting of 2024. The meeting is adjourned. Thank you very much. Bye-bye. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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