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Davivienda Group is the holding company that brings together all of Davivienda’s businesses and acts as the parent company of Banco Davivienda S.A. and its subsidiaries in Colombia and Central America.

The creation of Davivienda Group marked an additional step in Davivienda’s evolution and growth, establishing a new corporate structure that provides greater flexibility to continue advancing in the long-term strategic plan.

Davivienda Group also serves as the corporate vehicle through which the operations of BNS (The Bank of Nova Scotia) in Colombia, Costa Rica, and Panama were integrated with Davivienda’s operations. This integration strengthens the regional presence and enhances the value proposition for our customers.

A holding company (or holding society) is a company that owns a majority shareholding in other companies, receives the returns generated by them, and distributes value to its shareholders. Its objective is to manage a business group.

In this case, Davivienda Group manages the Davivienda business group and the operations of DaviBank in all the regions where it operates.

Davivienda Group is part of the Grupo Bolivar Financial Conglomerate.

The change in Davivienda’s corporate structure consolidated a new stage in our evolution to operate as a Latin Global organization, with a structure that better supports our growth and the demands of the environment.

On one hand, this new structure provides greater flexibility to implement our long-term vision, adapt promptly to new needs, and strengthen the execution capacity of our regional strategy.

From a capital perspective, it enables more efficient resource movements among the different subsidiaries, allows potential share buybacks, and offers greater flexibility to carry out new investments, develop alliances, and access debt markets directly.

Additionally, this structure facilitated the integration of the operations previously belonging to Scotiabank (now DaviBank) in Colombia, Costa Rica, and Panama in an orderly and agile manner, ensuring the adoption of best practices and strengthening a unified view of our operations across the different countries.

Davivienda Group S.A. was established in Panama and has its effective place of management in Colombia. Davivienda Group is not subject to supervision by any regulatory authority in either Panama or Colombia.

However, it is part of the Grupo Bolívar Financial Conglomerate, which is supervised by the Financial Superintendency of Colombia. As such, it is subject to the scope of this supervision with respect to its activities as a securities issuer in the Colombian Securities Market

The current shareholders of Davivienda Group are the investors who, during the Banco Davivienda share issuance, chose to transfer their common and preferred shares to the holding company. The issuance reached an acceptance level of 95.5%, which allowed Davivienda Group to consolidate a 98.9% ownership in Banco Davivienda, becoming its parent company. Grupo Bolívar remains the controlling shareholder.

As part of the closing of the transaction with The Bank of Nova Scotia (BNS), Scotiabank became a shareholder of Davivienda Group, receiving a stake equivalent to 20.3% of the company’s total capital, in accordance with the integration agreement of the Davivienda and Scotiabank operations in Colombia, Costa Rica, and Panama.

Davivienda Group’s preferred shares are listed on the Colombian Stock Exchange and may be freely traded. Investors who wish to do so may also become shareholders of Davivienda Group through these preferred shares.

The new structure provides several benefits, including:

- Participating in a more flexible corporate structure that enables more efficient capital management and opens additional strategic opportunities.

- Accessing the benefits of the integration of Scotiabank’s operations.

- Being part of a larger and more diversified operation, with a strengthened presence and a more comprehensive value proposition, supported by the solidity and soundness of two major financial groups.

The main difference is that common shares grant political rights (voting rights), while preferred shares offer economic privileges and the ability to be traded in the securities market.

Holders of common shares may participate and vote in the General Shareholders’ Meeting. Common shares are not listed on the stock exchange.

Preferred shareholders are entitled to a minimum preferential dividend, paid annually from the distributable annual profits and in priority over the dividend corresponding to common shares. Preferred shares may be traded on the BVC (Colombian Stock Exchange). Preferred shareholders do not have voting rights at the General Shareholders’ Meeting, except in specific circumstances defined by law.

To learn about all the rights associated with Davivienda Group’s common and preferred shares, you may refer to the corresponding Offering Prospectus.

Dividend distribution levels by Davivienda Group will depend on the financial performance of its subsidiaries. There is no fixed dividend policy or guaranteed rate of return.

The General Shareholders’ Meeting will decide each year on the allocation of profits, taking into account capitalization needs or reserve creation requirements, the group’s growth expectations, the execution of its strategy, and the efficient allocation of resources among its subsidiaries.

Dividends will be paid as determined by the General Shareholders’ Meeting.

KPMG S.A.S. firm.

Please click here to view the members of Davivienda Group’s Board of Directors.

Please click here to view the members of Davivienda Group’s management team.

We understand that changes may raise questions. At Davivienda, we are here to support you and help address any concerns you may have. Please click here to view the available customer service channels for you.