In compliance with the provisions of Article 29 of Law 222 of 1995, the management of PROMIGAS S.A. E.S.P. (hereinafter, the "Company"), a company that is part of the Sarmiento Angulo Business Group, hereby submits to the General Meeting of Shareholders the Special Business Group Report, which details the intensity of the economic relationships and legal ties existing between the controlling natural person (Mr. Luis Carlos Sarmiento Angulo) and this Company, as well as with the other companies that form part of the business group, during the period from January 1 to December 31, 2025.
Pursuant to the law, in cases of a business group, both the parent company and its subsidiaries must submit this special report, which must account, at a minimum, for:
the most significant transactions carried out during the fiscal year between the parent company (or its affiliates) and the subsidiary;
the most significant transactions carried out during the fiscal year by influence of or in the interest of the parent company (or, conversely, in the interest of the subsidiary); and
the most significant decisions that the subsidiary adopted or omitted by influence of or in the interest of the parent company (and, conversely, decisions of the parent company in the interest of the subsidiary).
The financial and corporate information presented below has been obtained from the Company's accounting records and official books. Unless otherwise indicated, all transactions described were carried out under market conditions, in the best interest of each of the parties involved.
-
Transactions carried out with the controlling natural person or with other companies that are part of the Sarmiento Angulo Business Group
Among the transactions carried out during fiscal year 2025 are the following:
Savings accounts and yields
Loans
Back-office services
Gas transportation services
Lodging and restaurant services
Maintenance and construction of gas pipelines
Financial leasing
Hedging instruments, bonds
Business collaboration and technical assistance agreements
The aforementioned transactions were carried out with the following companies within the Business Group:
Company
Assets
Liabilities
Income
Expense/Cost
Surtidora de Gas del Caribe
S.A. E.S.P.
119,465,077,96
1
5,163,202,144
17,832,456,73
4
30,671,903,024
Transoccidente
S.A. E.S.P.
1,653,387
-
743,569,024
-
Promioriente
S.A. E.S.P.
778,012,794
-
3,386,080,558
-
Transportadora de Metano S.A. E.S.P.
53,079,066
-
4,103,798,455
-
Gases de
Occidente S.A. E.S.P.
45,229,616,182
377,817,858
9,593,027,435
14,866,407,095
Compañía Energética de Occidente
S.A.S. E.S.P.
273,780,092,13
3
2,224,531,807
37,942,690,92
9
123,811,187
Orión Contact Center S.A.S.
5,613,454
37,741,726
56,606,256
70,166,020
Promisol S.A.S.
169,226,620,26
7
21,104,578,93
7
25,930,281,35
4
138,375,068,33
8
Sociedad Portuaria del Cayao S.A. E.S.P.
5,977,998,174
-
6,769,621,921
-
Compañía Hotelera
Cartagena de Indias S.A.
-
-
4,244,908
-
Hoteles Estelar S.A.
-
298,719,885
-
1,836,856,723
Corporación Financiera Colombiana S.A.
7,554,966,686
33,970,025,31
0
175,314,550
1,364,442,760
Aval Valor Compartido
-
5,434,529
-
57,865,525
Fiduciaria
Corficolombian a
-
-
202,699,687
-
Aval Fiduciaria
-
-
10,163,790
-
Banco de
Occidente S.A.
191,347,580
-
29,916,806
3,513,020
Banco de Bogotá S.A.
69,965,534,853
163,001,636
2,684,633,725
39,465,832
-
Significant decisions adopted by the Company involving other companies within the Sarmiento Angulo Business Group
The most significant decisions adopted by the Company involving other companies of the Sarmiento Angulo Business Group were the following, all of which were approved by the Board of Directors:
Matter
Minutes
Date
Award of the Framework Contract for Geotechnical Protection Works with Promisol S.A.S.
Minutes No. 584
January 28,
2025
Award of the Framework Maintenance Contract with Promisol S.A.S.
Minutes No. 585
February 18,
2025
Award of the Bidirectionality Project 100 MPCD and Synergies 170 MPCD with Promisol S.A.S.
Minutes No. 587
April 29, 2025
Fronting insurers agreement with Seguros Alfa (among others)
Minutes No. 588
May 27, 2025
Spot Gas agreement with Surtigas S.A. E.S.P.
Minutes No. 600
December 15,
2025
- Absence of other significant decisions influenced by or taken in the interest of the controlling natural person
In addition to the transactions and decisions described in this report, during fiscal year 2025, the Company did not participate in any other significant decisions by influence of or in the interest of the parent company or other companies that are part of the business group.
Specifically, during the period reported, the Company neither omitted nor adopted any relevant strategic or operational decisions that were contrary to its own corporate interest. The corporate decisions of Promigas S.A. E.S.P. were made autonomously and
in furtherance of the Company's best interest, aligned with the general strategy of the group, but without impositions that could compromise its independence.
Likewise, there is no record that the parent company refrained from making any significant decision or adopted extraordinary decisions solely for the purpose of favoring this subsidiary. The guidelines received were framed within the general policies of the group and did not result in any detriment to the Company nor confer an undue advantage vis-à-vis third parties. This absence of influenced decisions reflects that the relationship with group companies was conducted under conditions of transparency and sound corporate governance.
JUAN MANUEL ROJAS PAYÁN President