Deposition Questions

This set of interrogatory questions, filed by Lisa, S.A. in the summary extinctive prescription action brought by Avícola Las Margaritas, S.A. (Expediente 01163-2022-01188), is a central evidentiary instrument: the plaintiff's legal representative confirmed under oath that Lisa, S.A. is a registered shareholder entitled to dividends, that six judicial embargoes encumber those dividends, and that those embargoes legally prevent payment, directly contradicting the claim that the payment obligation has prescribed.

Case Background

Avícola Las Margaritas, S.A. (successor by merger of Importadora de Alimentos de Guatemala, S.A.) filed this summary action seeking a judicial declaration that the obligation to pay dividends decreed at the Annual General Shareholders' Meeting of June 10, 2014 was time-barred. Lisa, S.A., as defendant, submitted this set of twenty-four interrogatory questions for the plaintiff's legal representative to answer before the Thirteenth Multi-Judge First Instance Civil Court of the Department of Guatemala.

Admissions on Corporate Structure

The deponent confirmed that Importadora de Alimentos de Guatemala, S.A. was incorporated by public deed number 24, authorized on February 22, 1993 by Notary Héctor René López Sandoval (question 1), and that Avícola Las Margaritas, S.A. absorbed it by merger (question 5). This succession matters because the obligations of Importadora de Alimentos, including custody of Lisa, S.A.'s embargoed assets under ordinary proceeding 01044-2012-00229, fall on Avícola Las Margaritas as successor entity (question 22), although the deponent attempted to disclaim responsibility by arguing that the judicial depositary bears direct responsibility (question 23).

Admissions on Embargoes

Questions 4 through 15 establish a comprehensive record of the encumbrances on Lisa, S.A.'s shares, dividends, and liquidation proceeds in Avícola Las Margaritas. The deponent confirmed the following:

• The General Manager of Avícola Las Margaritas serves as judicial depositary of Lisa, S.A.'s embargoed assets, pursuant to the precautionary measure granted in ordinary proceeding 01044-2012-00229 (question 4)
• That embargo, in effect since February 28, 2014, covers shares, dividends, liquidation proceeds, and all sums that may correspond to Lisa, S.A. (questions 6 and 7)
• Folio 0002 of the Shareholder Registry Book records six judicial embargo annotations on Lisa, S.A.'s shares, dividends, and liquidation proceeds, all ordered by competent judges through final judicial resolutions (questions 10 and 11)
• A legal impediment prevents payment of any amount to Lisa, S.A. as a result of those embargoes (question 12), though the deponent noted this "is distinct from the right to collect"
• The first embargo dates to July 24, 2000, and remains in effect according to the registry (question 13)

The six registered embargoes were obtained in the following proceedings: C2-2000-4199 (filed by Ángel Mauricio Bonifisi Morales), C2-99-9308 (filed by José Roderico Rossell Anzueto), 01163-2012-00178 (filed by Avícola Villalobos, S.A.), 01045-2012-00210 (filed by Compañía Alimenticia de Centroamérica, S.A.), 01045-2012-00242 (filed by Industria Forrajera de Mazatenango, S.A.), and 01044-2012-00279 (filed by Reproductores Avícolas, S.A.).

Admissions on Dividends

The deponent acknowledged that clause sixteen of the articles of incorporation provides that the Board of Directors has the authority to "determine the date and form of payment of approved profits" (question 2), and that no written communication was sent to Lisa, S.A. specifying the date and form of payment as determined by the Board (question 3). Regarding the June 10, 2014 shareholders' meeting, the deponent stated that even though the meeting approved the distribution, "the absence of a governing body does not extinguish the obligation to pay dividends, as the obligation becomes immediately enforceable" (question 2), implicitly acknowledging that the administration never set payment terms for Lisa, S.A.

Question 24, of particular significance, confronted the deponent with the following statement: if required to pay the dividends owed to Lisa, S.A., the company would respond that it "cannot make the dividend payment in favor of Lisa, S.A. that was approved at the referenced meeting, because embargoes exist on those dividends that were previously decreed by competent judges."

Pattern of Procedural Abuse

Questions 20 and 21 directly ask whether the entities that obtained the precautionary embargo measures are companies closely linked to Avícola Las Margaritas, S.A., all belonging to the Avícola Villalobos corporate group. The strategic relevance is direct: the same corporate group that obtained the embargoes preventing dividend payment now seeks a judicial declaration that the payment obligation has prescribed. Avícola Las Margaritas seeks to benefit judicially from the impossibility of payment that its own affiliated companies created through the embargoes.

The deponent's evasive answers reinforce this pattern. When asked whether Avícola Las Margaritas had been retaining dividends since July 2000, the response was: "Not true. It uses its dividends and subsequently received embargo orders" (question 14), suggesting the company used Lisa, S.A.'s dividends before the embargoes were formalized. In response to question 16, the deponent stated that "not all has been retained," contradicting the admissions in questions 10 through 12 regarding six existing embargoes that prevent payment.

Signatories

• Francisco Chávez B., Attorney for Lisa, S.A. (author of the interrogatory questions)

Subsequent Proceedings

Following the deposition, the court ordered an exhibition of corporate books that resulted in the Independent Audit Report of June 6, 2025, which corroborated that Lisa, S.A. appears as a shareholder at folio 0002 of the Shareholder Registry Book with 375 shares and that all six embargoes remain annotated without having been lifted. Lisa, S.A. filed closing arguments on August 18, 2025. The order of September 8, 2025 resolved a related nullity incident filed by Avícola Las Margaritas against BDT Investments Inc.'s intervention, upholding the exception of lack of standing in favor of BDT.