Proposal presented by the Board of Directors to the Annual Shareholder Meeting to increase the Share Capital

Nov 8, 2021 | Announcements

In Official Gazette No. 42,185 of August 6, 2021, Decree No. 4,553, a new monetary expression was decreed that establishes the elimination of six zeros from the bolivar currency in order to simplify transactions, systems of computation and accounting records. This expression came into effect on October 1, 2021.

In this regard, the Board of Directors proposes to the Shareholders Meeting that, with charge to the account “Share Capital Update”, the amount of one million fifty thousand four hundred eighty-seven bolivars and fifty-two cents (Bs. 1,050 .487.52) be capitalized, by increasing the nominal value of the share from Bs. 0.00002 (former monetary expression) to the amount of Bs. 0.02 (new monetary expression), the number of shares issued by the Company of 52,524,376 shares will remain unchanged. As a consequence of the capital increase and the new monetary expression, the Share Capital of Sivensa would result in the amount of one million fifty thousand four hundred eightyseven bolivars and fifty-two cents (Bs. 1,050,487.52).

Considering that Sivensa is a publicly traded company, subject to the control of the National Securities Superintendency (“SUNAVAL”), once the previous proposal is approved, it would be subject to the subsequent approval of the aforementioned regulatory entity. Once the authorization of SUNAVAL has been issued, the modification of Article Four of the Company Articles of Incorporation – Bylaws will be recorded in order to reflect the new share capital due to the increase in the nominal value of the shares, which will be drawn up in following way:


The subscribed and paid capital is one million fifty thousand four hundred eighty-seven bolivars and fifty-two cents (Bs. 1,050,487.52), represented by Fifty-Two Million Five Hundred Twenty-four Thousand Three Hundred Seventy-Six (52,524,376) common shares, all registered, not convertible to bearer, with a nominal value of two cents of a bolivar (Bs. 0.02) each. Each common share confers on its holder the right to one vote in the Shareholders’ Meetings in all matters inherent to their condition of shareholder in accordance with the provisions of the Commercial Code, the Securities Market Law and any other legal or regulatory applicable provision. In the cases of issuance of new shares due to capital increases to be paid through the capitalization of surpluses or undistributed profits, the holders of common shares will have the right to subscribe, as a dividend, common shares in proportion to the number of them that are shareholders of the Company’s Share Capital. In cases of capital increases to be paid in a way other than that indicated above, such as the capitalization of credits that shareholders or third parties have against the Company, payment in cash and/or in kind, the Shareholders Meeting or the Board of Directors, where appropriate, may determine the way in which it will be subscribed. The Company will only recognize as shareholders natural or legal persons that, as such, appear registered in the Shareholders Book and will not issue titles that contain less than one share. If one or more shares become the property of several people, the co-owners must designate a single representative for all their relationships with the Company, which will not recognize more than one owner for those purposes. “