Motion

On May 19, 2025, BDT Investments Inc. filed an oral proceeding before the Civil Circuit Court on duty in the First Judicial Circuit of Panama against Villamorey, S.A., seeking a judicial order compelling the company to issue and register nominative share certificates representing the 33.33% shareholding that Lisa, S.A. transferred to BDT under a settlement approved by Order No. 898 of April 12, 2022 from the Twelfth Civil Circuit Court. BDT explains that, despite this court-approved assignment and public acknowledgments in other judicial filings, Villamorey’s directors, legal representatives and resident agent Galindo, Arias & López have refused to issue the corresponding certificates and to update the share register, effectively denying BDT the full exercise of its shareholder rights and its ability to react in time to corporate decisions affecting its investment.

BDT grounds its claim in Panamanian corporate legislation on nominative shares (Law 32 of 1927 and the Commercial Code), the accounting and transparency obligations imposed on resident agents by Law 52 of 2016 as amended by Law 254 of 2021, and Article 346 of the Criminal Code, arguing that the unjustified refusal to issue shares, update registers and provide information undermines legal certainty and may amount to obstruction of shareholders’ rights. The company asks the court to admit the claim, set an oral hearing, and receive documentary and testimonial evidence including its power of attorney, corporate certificates, the authenticated prior order approving the assignment, the endorsed share certificate No. 1 for 33.33% of Villamorey’s capital, sworn statements and correspondence with the resident agent, while valuing the dispute at $60,000,000.00 subject to expert appraisal, reflecting the scale of the damage caused by Villamorey’s prolonged non-compliance.