Motion

BDT Investments Inc. files an oral proceeding against Villamorey, S.A. before a Civil Circuit Court of Panama's First Judicial Circuit, requesting that the court order issuance of the share certificate representing BDT's 33.33% stake, acquired by assignment from Lisa, S.A., and its registration in Villamorey's shareholder registry. The assignment was judicially recognized through Order No. 898 of April 12, 2022, issued by the Twelfth Civil Circuit Court, which approved the transaction between the two companies. Despite this judicial validation, Villamorey has refused to issue the nominative shares in BDT's name.

Alleged Facts

The complaint establishes that BDT holds 33.33% of Villamorey's shares by virtue of the endorsement of Share Certificate No. 1, executed on July 25, 2022 by Lisa, S.A. in fulfillment of the judicially approved transaction. BDT alleges that Villamorey, its directors, its legal representative Ramiro López Nimatuj, and its resident agent Galindo, Arias & López have repeatedly acknowledged BDT's shareholder status in multiple judicial filings, yet have systematically refused to issue the nominative shares and record them in the shareholder registry. The complaint states that BDT has exhausted available legal remedies, including formal communications addressed to both the resident agent and Villamorey's legal representative, without receiving any response or compliance.

The complaint invokes Panamanian criminal law, noting that Article 346 of the Penal Code sanctions anyone who, by virtue of their position, obstructs or denies compliance with a legal obligation, which includes the unjustified refusal to issue nominative shares.

Relief Sought

• That the court recognize, declare, and order Villamorey, S.A. to issue the share certificate in favor of BDT Investments Inc. as current owner of the 33.33% stake assigned by Lisa, S.A.
• That the court order registration of said shares in Villamorey's official shareholder registry

Legal Basis

• Article 1281 et seq. of the Judicial Code — procedural basis for the oral proceeding
• Law 32 of 1927 and the Commercial Code — obligation of corporations to issue registered nominative shares and maintain an up-to-date shareholder registry
• Law 52 of 2016, as amended by Law 254 of 2021, Article 1 — resident agent obligations regarding maintenance and availability of accounting records and supporting documentation
• Article 346 of the Penal Code — criminal sanction for obstruction or unjustified denial of compliance with a legal obligation by a person acting in an official capacity

Signatories

• Lcda. Maria Luisa Villarreal Palacios, judicial attorney for BDT Investments Inc.