Opposes dividend prescription claim

On October 28, 2025, counsel for LISA, S.A. filed a written plea for the scheduled hearing before the Juzgado Décimo Cuarto Pluripersonal de Primera Instancia del Ramo Civil de Guatemala, responding to the ordinary action for “prescripción extintiva de pago de dividendos” promoted by Avícola Las Margaritas, S.A. (successor of Compañía Alimenticia de Centroamérica, S.A.). The plaintiff wants the court to declare prescribed the obligation to pay dividends approved in the shareholders’ general meeting of November 17, 2016, and thus to extinguish the company’s obligation toward LISA, S.A. LISA, S.A. argues this premise is factually and legally wrong because that same 2016 shareholders’ meeting expressly left the payment “to be made by the Administration in the form and when it considers appropriate,” so the obligation never became actually enforceable and therefore the five-year prescription term in article 1508 of the Guatemalan Civil Code never began to run. An obligation that depends on a later administrative decision is, according to the filing, a deferred or suspensive obligation, and no prescription can be counted until the company’s board fixes date, form and availability of payment.

The brief also stresses that, even assuming enforceability, the dividends were later tied up by several precautionary judicial embargoes, and the company itself acknowledged in a letter dated November 8, 2018 that it could not pay because of those court measures; under Guatemalan procedural rules, a debtor cannot pay under embargo, and a creditor cannot collect, so it would be abusive to let the same party now invoke prescription over sums it itself froze. On that basis LISA, S.A. asks the court to declare the action for prescription “sin lugar,” to uphold all peremptory defenses (lack of truthful facts, lack of legal requirements for prescription, lack of free disposal over embargoed dividends, violation of third-party rights, and interruption of prescription by judicial and extrajudicial acts), to maintain in force the obligation to pay the dividends in favor of LISA, S.A., and to order the plaintiff to pay litigation costs for having used the process as an instrument of bad faith.