Motion

On September 30, 2025, BDT Investments Inc. filed a corrected oral proceeding before the Second Civil Court of the First Judicial Circuit of Panama seeking judicial intervention to compel Villamorey, S.A. to issue and register BDT’s 33.33% shareholding. BDT explains that the shares were transferred by Lisa, S.A. and formally endorsed on July 25, 2022, with the assignment already validated through Order No. 898 of April 12, 2022 from the Twelfth Civil Court. Despite this judicially approved transfer, Villamorey’s directors, legal representatives, and resident agent Galindo, Arias & López have refused to issue the nominative share certificates or update the shareholders’ registry, obstructing BDT’s ability to exercise its corporate rights.

BDT argues that Villamorey’s actions violate the requirements of Panamanian corporate law, including the obligation to issue registered shares, maintain accurate shareholder books, and comply with judicially recognized ownership. The filing emphasizes that Villamorey’s refusal persists despite repeated written requests and despite the company’s public acknowledgment, in other court filings, that BDT is a shareholder. The motion asks the court to admit the corrected filing, set an oral hearing, and order Villamorey to issue BDT’s share certificate and record it in the share registry. The case is valued at $60,000,000.00, subject to expert appraisal.