Motion

On May 19, 2025, BDT Investments Inc. filed a motion before the Civil Circuit Court on duty of the First Judicial Circuit of Panama requesting a judicial order convening an Extraordinary Shareholders’ Meeting of Villamorey, S.A. BDT explains that it holds 33.33% of Villamorey’s shares, a stake assigned by Lisa, S.A. and judicially validated by Order No. 898 of April 12, 2022 from the Twelfth Civil Court. Despite this, Villamorey’s directors, legal representative, and resident agent Galindo, Arias & López have repeatedly refused to notify BDT of shareholder meetings and have ignored formal requests sent through certified mail, preventing the company from exercising its rights as a shareholder.

BDT argues that Villamorey’s conduct violates Panamanian corporate law, the Commercial Code provisions on shareholder information, and the statutory duty to maintain accurate accounting, registries, and meeting minutes. The motion stresses that Villamorey has not provided financial reports, has withheld information regarding declared dividends, and has disregarded judicially recognized share ownership. BDT asks the court to admit the filing, set an oral hearing, and order the judicial call of a shareholders’ meeting as permitted under Article 420 of the Commercial Code, while valuing the dispute at $60,000,000.00 subject to expert appraisal.