Letter: Request for Issuance of Registered Shares and Legal Compliance

Issued on:May 3, 2025
Issued by:BDT Investments Inc.
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Overview

On May 3, 2025, BDT, shareholder of Villamorey S.A., formally reiterated and expanded previous legal requests directed at the company and its resident agent, GALA. The letter, signed by Juan Andrés Gutiérrez (President of BDT), invokes multiple provisions of Panamanian law, including the Commercial Code, Law 32 of 1927, and Law 52 of 2016, to demand the issuance of registered shares (Certificates No. 00001 to 03333), the update of shareholder records, and access to financial documents. It further clarifies that judicial embargoes imposed in Guatemala are legally ineffective in Panama without recognition by the Panamanian Supreme Court.

The letter outlines specific deadlines: ten business days for share issuance and registry updates, and twenty days for delivering documents and registering changes in the Public Registry. It criticizes Villamorey S.A. for repeatedly ignoring similar formal requests since 2022 and warns that continued non-compliance constitutes a serious breach of fiduciary duties, potentially leading to civil, administrative, and criminal liabilities. The document concludes with a clear ultimatum: comply promptly or face legal actions by BDT.