Bancolombia S A : Proposal for Amendments of the Bylaws

Proposal for amendment of the Bylwas

General Shareholders´ Meeting June 2024

For the purpose of moving towards in strengthening corporate governance, it is advised that the General Shareholders' Meeting approves the following amendment to the Bank's bylaws:

Section	Current	Proposed	Justification
Article	47.	Article 47. Elections and voting: Elections and voting by the General	Article 47. Elections and voting: Elections and voting by the	It is specified that,
Elections	and	Shareholder's Meeting will observe the following rules:	General Shareholder's Meeting will observe the following rules:	at the discretion
voting.		(…)	(…)	of the Board of
		Directors,
		5. When electing members of the Board of Directors, the	5. When electing members of the Board of Directors, the	Regulations for
		the Elections of
		Shareholders' Meeting must consider the criteria for selection,	Shareholders' Meeting must consider the criteria for selection,	Members to the
		independence and disqualifications and incompatibilities provided	independence and disqualifications and incompatibilities	Board of Directors,
		for by law, these Bylaws, and those contained in the Bank's Code of	provided for by law, these Bylaws, the Regulations for Electing
		Good Governance, which will be shared regarding each candidate	Members to the Board of Directors approved by the General	approved by the
		prior to voting. The election of a Board member that does not meet	Shareholders' Meeting and those contained in the Bank's Code of	General
		selection or independence criteria or is subject to disqualification or	Good Governance, which will be shared regarding each	Shareholders'
		incompatibility will surpass the limits of the social contract.	candidate prior to voting. The election of a Board member that	Meeting, must be
			does not meet selection or independence criteria or is subject to	considered when
			disqualification or incompatibility will surpass the limits of the	electing members
			social contract.	to the Board of
		Elections of independent directors shall be held by a separate vote	Elections of independent directors shall be held by a separate	Directors, which
		includes criteria of
		from that of the other Board members, unless it is ensured that the	vote from that of the other Board members, unless it is ensured	independence,
		minimum number of independent members required by law or	that the minimum number of independent members required by	disqualifications
		bylaws will be achieved, or, where only one slate is submitted, that	law or bylaws will be achieved, or, where only one slate is	and
		slate includes the minimum number of independent members	submitted, that slate includes the minimum number of	incompatibilities.
		required by law or bylaws.	independent members required by law or bylaws.
		Likewise, when setting the compensation for the directors, the	Likewise, when setting the compensation for the directors, the
		Meeting shall consider the number and capacities of its members,	Meeting shall consider the number and capacities of its
		their responsibilities and the time required, in such a way that such	members, their responsibilities and the time required, in such a
		compensation adequately provides for the contribution the Bank	way that such compensation adequately provides for the
		expects from its directors.	contribution the Bank expects from its directors.
		(…)	(…)

Section		Current	Proposed	Justification
Article	54.	Article 54. Incompatibility on the grounds of kinship: There may	Article 54. Disqualifications and incompatibilities: There may	For greater
Incompatibility	not be any majority in the Board of Directors formed by persons	not be any majority in the Board of Directors formed by	clarity, we
on the grounds of	related to each other by marriage, or by kinship within the third	persons related to each other by marriage, or by kinship within	propose including
kinship:		degree of consanguinity, second degree of affinity, or first	the third degree of consanguinity, second degree of affinity, or	a reference to the
		degree of civil relationship.	first degree of civil relationship. Likewise, no Board member	disqualifications
			may be a Person that falls under any of the assumptions of	and
			disqualification and incompatibility defined in these Bylaws,	incompatibilities
			the Code of Good Governance and the Regulations for the	defined in the
			Election of Members of the Board of Directors approved by the
			General Shareholders' Meeting.	bylaws, the Code
			of Good
		any Board elected in contravention of these Regulations may not	Any Board elected in contravention of these Regulations may	Governance and
		act and the previous Board will continue performing its	not act and the previous Board will continue performing its	the Regulations
		functions, which will immediately convene the Shareholders'	functions, which will immediately convene the Shareholder's	for the Election of
		Meeting for a new election. Any and all decisions made by the	Meeting for a new election. Any and all decisions made by the	Members to the
		Board by a majority vote in contravention of this rule will not be	Board by a majority vote in contravention of this rule will not	Board of
		effective.	be effective.	Directors,
				approved by the
				Shareholders'
				Meeting.

Section	Current	Proposed	Justification
Article 95. Price-	The inclusion of	Article 95. Price-Matching Obligation.	It is proposed that
Matching	a new Article is	(a) In the event that, after June 26, 2024 (the "Cut-off Date"), any beneficial owner of common shares in the Bank	a beneficial owner
Obligation	proposed	that owns less than 25% of such shares on the Cut-off Date should acquire, in one or more transactions, directly or	that	acquires a
		indirectly, during a period of 12 months following the first acquisition after the Cut-off Date ("Matching Period	certain
		One"), ordinary shares that lead them to have a shareholding interest greater than 25% of the Bank's common	shareholding with
		shares, will be obliged to pay to each Seller that disposed of their common shares during Matching Period One, an	voting	rights
		amount equal to the difference between, (x) the highest price per common share in the Bank paid by the beneficial	should be obliged,
		owner during Matching Period One and, (y) the Bank's common share price paid to Seller ("Matching Value One").	for 12 months, to
		(b) Any beneficial owner who acquires common shares in the Bank via an Initial Takeover Bid, and subsequently
		acquires, in one or more transactions, directly or indirectly, during a period of 12 months following the award of	match the price to
		the Initial Takeover Bid ("Matching Period Two"), additional shareholding that increases its percentage of the	each	and	every
		Bank's common stock by 5% or more, shall be obliged to pay each Seller that disposed of its common shares in the	shareholder	that
		Bank during Matching Period Two, an amount equal to the difference between, (x) the highest price per common	has	sold	them
		share of the Bank paid by the beneficial owner during Matching Period Two and, (y) the price per common share in	their	common
		the Bank paid to the Seller ("Matching Value Two"). Once Matching Period Two has expired, if the beneficial owner	shares during that
		makes a new Takeover Bid for common shares in the Bank, that offer shall be considered a new Initial Takeover Bid	period.
		and the provisions of this Article 95 shall be reapplied.
		FIRST PARAGRAPH: Under this Article 95, (i) "acquire" shall mean any act by which a person or group of persons
		becomes, directly or indirectly, the beneficial owner of common shares in the Bank; (ii) "beneficial owner" shall have
		the meaning given to this term in Decree 2555/2010, Article 6.1.1.1.3; (iii) the "Seller" shall mean a holder of
		common stock in the Bank that sells his or her shares subject to subparagraph (a) or (b) of this Article 95; (iv)
		"Initial Takeover Bid" shall mean a public offering of shares ("Takeover Bid") under the terms of Decree 2555, Article
		6.15.2.1.1., awarded after the Cut-off Date; (v) "Matching Value" shall mean Matching Value One, or Matching Value
		Two, as applicable to subparagraph (a) or (b).

(Continued on next page)

Section	Current	Proposed	Justification
Article 95. Price-		Continuation…
Matching
Obligation		SECOND PARAGRAPH: When Takeover Bid or Bids are made in United States Dollars or another currency, the sum in
		Colombian pesos calculated at the current representative market rate certified by the Colombian Financial
		Superintendent on the date or dates defined in the corresponding takeover booklet will be used to determine the
		price and apply the provisions of this article.
		THIRD PARAGRAPH: For payment of the Matching Value to Sellers:
		(i) A beneficial owner that has acquired common shares in the Bank under subparagraph (a) or (b) of this Article 95
		(the "Buyer") will be obliged to notify the Bank (1) that the obligation to pay the Matching Value exists, (2) the date
		on which the said obligation arose, and (3) the period covered by Matching Period One, in the case of subparagraph
		(a), or the expiration date of Matching Period Two, in the case of subparagraph (b).
		(ii) Once the Bank receives the information referred to in the preceding paragraph from the Buyer, it shall inform the
		market, using the appropriate reporting mechanism.
		(iii) The Buyer shall, no more than forty-five calendar days after the obligation to pay the Matching Value has arisen,
		lift the stock exchange reserve and grant any and all other consents and documents required to make effective the
		provisions of this Article 95, and to allow Sellers to verify if they are creditors of the Matching Value. Likewise, and
		during the same forty-five calendar day period, the Buyer shall establish the process for, directly or through a third
		party, receiving requests for payment of the Matching Value from Sellers, verify whether payment is applicable, and
		perform any and all other activities required for payment of the Matching Value to the Sellers.
		(iv) Buyer shall pay the Matching Value to Sellers no later than 15 business days from the date on which it receives
		the corresponding payment request from Seller.
		FOURTH PARAGRAPH: If the Buyer fails to meet its reporting obligations under this Article 95 or fails to pay the
		Matching Value under the terms set forth in this Article 95, the Buyer agrees that (i) it will be in default and will
		therefore pay default interest at the highest rate permitted by law as of the date payment was due under the Third
		Paragraph; and (ii) it will be liable for any other damages caused to each holder of common shares in the Bank due to
		its non-performance or late or defective performance of its obligation to pay the Matching Value.