Letter: Request for Conversion of Bearer Shares to Registered Shares

On August 22, 2024, Juan Andrés Gutiérrez, President of BDT, issued a formal letter to the shareholders and directors of Villamorey S.A., requesting the conversion of 3,333 bearer shares into registered shares in the name of BDT. The letter provides a legal rationale for the conversion, affirming that there are no judicial restrictions or embargoes in Panama affecting the shares previously held by LISA, S.A., now assigned to BDT. Supporting documents from multiple Panamanian courts confirm the absence of any current or pending measures against LISA or the disputed shares.

The letter also emphasizes that any judicial measures decreed in Guatemala, including embargoes, do not have legal force in Panama unless formally recognized by Panama’s Supreme Court under Articles 1419 and 1420 of the Panamanian Judicial Code. Additionally, prior judicial rulings in Panama have confirmed that BDT is the rightful holder of these shares via assignment from LISA, and that any obligations between Villamorey and LISA have been offset through legal compensation, eliminating the basis for withholding the shares.