Motion

BDT Investment, Inc., holder of 33.33% of the shares of Villamorey, S.A., petitions the court for judicial convocation of an extraordinary shareholders' meeting, following the systematic refusal of the company's directors, legal representatives, and resident agents to convene and notify BDT of shareholders' meetings held since the share assignment took full legal effect. The assignment was judicially recognized through Order No. 898 of April 12, 2022, issued by the Twelfth Circuit Civil Court of the First Judicial Circuit of Panama, which approved the transaction between Lisa, S.A. and BDT transferring the shareholding.

Exhaustion of Extrajudicial Remedies

BDT sent a request for convocation of an extraordinary shareholders' meeting via certified mail to Villamorey's resident agents, the law firm Galindo, Arias & Lopez, on December 11, 2024. The same request was directed to the company's legal representative. After the statutory 30-business-day period expired without any response, BDT turned to the courts. The petition details that Villamorey has failed to convene and notify BDT of shareholders' meetings despite acknowledging BDT's shareholder status in multiple judicial filings.

Shareholder Rights Invoked

The petition grounds its claim in the right to information, accountability, and participation in corporate governance. It cites Article 96 of Panama's Commercial Code, which requires presentation of accounts to any interested party who requests them, and Article 99, which mandates resolution of all issues arising from such accounting. BDT notes that neither Lisa, S.A. nor its assignee has received any accounting of the decisions taken by Villamorey's governing bodies or the distribution of dividends. The filing also invokes Article 71 of the Commercial Code, requiring corporations to maintain records of minutes and shares, and Article 86, guaranteeing shareholders' access to assembly minutes.

"es obligatorio para todo comerciante la presentación de cuentas cuando los solicite el interesado. Estas han de ser conforme los asientos de los libros de quien las rinde y debidamente probadas" (Page 4)

Relief Sought

• That the petition be admitted and notice served on the defendant.
• That a date be set for an oral hearing.
• That the court order, as a matter of right, the convocation of an extraordinary shareholders' meeting of Villamorey, S.A., pursuant to Article 420 of the Commercial Code.

Legal Basis

• Article 420 of the Commercial Code — authorizes judicial convocation of the general shareholders' meeting when those empowered by law, the articles of incorporation, or the bylaws fail to do so; convocation proceeds as a matter of right given BDT's 33.33% shareholding.
• Articles 71, 86, 96, and 99 of the Commercial Code — establish corporate obligations regarding accounting records, assembly minutes, accountability, and shareholder access to information.
• Article 1281 of the Judicial Code — procedural provision governing oral proceedings.

Procedural Context

This petition was filed on May 19, 2025, alongside the complaint seeking share issuance and registration, forming a dual-track procedural strategy within Case File No. 78084-25: on one track, the demand to formalize share ownership through certificate issuance; on the other, immediate access to corporate governance through compulsory convocation of a shareholders' meeting. The amount in controversy is set at $60,000,000.00.

Signatories

• Lcda. Maria Luisa Villarreal Palacios, General Attorney-in-Fact for BDT Investment, Inc.