grupo aval acciones y valores sa

508 Pages·2014·5.11 MB·Spanish

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 20-F
(Mark One)

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2013
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
OR
o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report

Commission file number: 000-54290

GRUPO AVAL ACCIONES Y VALORES S.A.
(Exact name of Registrant as specified in its charter)
Republic of Colombia
(Jurisdiction of incorporation)
Carrera 13 No. 26A - 47
Bogotá D.C., Colombia
(Address of principal executive offices)
Jorge Adrián Rincón
Chief Legal Counsel
Grupo Aval Acciones y Valores S.A.
Carrera 13 No. 26A - 47
Bogotá D.C., Colombia
Phone: [phone]
E-mail: [email protected]
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copies to:
Nicholas A. Kronfeld, Esq.
Manuel Garciadiaz, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Phone: [phone]

Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of each class Name of each exchange on which registered
Preferred Shares, par value Ps 1.00 per preferred share Not applicable

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual
report.
Preferred shares: 4,999,798,481
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes ⌧ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
⌧ Yes o No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
⌧ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).
o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer ⌧ Non-accelerated filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP o International Financial Reporting Standards as issued Other ⌧
by the International Accounting Standards Board o
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
o Item 17 ⌧ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes ⌧ No
GRUPO AVAL ACCIONES Y VALORES S.A.

TABLE OF CONTENTS

Page

PRESENTATION OF FINANCIAL AND OTHER INFORMATION 3
FORWARD-LOOKING STATEMENTS 7
PART I 9
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 9
A. Directors and senior management 9
B. Advisers 9
C. Auditors 9
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 9
A. Offer statistics 9
B. Method and expected timetable 9
ITEM 3. KEY INFORMATION 9
A. Selected financial data 9
B. Capitalization and indebtedness 18
C. Reasons for the offer and use of proceeds 18
D. Risk factors 18
ITEM 4. INFORMATION ON THE COMPANY 38
A. History and development of the company 38
B. Business overview 47
C. Organizational structure 167
D. Property, plant and equipment 168
ITEM 4A. UNRESOLVED STAFF COMMENTS 168
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 168
A. Operating results 168
B. Liquidity and capital resources 267
C. Research and development, patents and licenses, etc. 272
D. Trend information 273
E. Off-balance sheet arrangements 273
F. Tabular disclosure of contractual obligations 273
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 274
A. Directors and senior management 274
B. Compensation 280
C. Board practices 280
D. Employees 282
E. Share ownership 283
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 283
A. Major shareholders 283
B. Related party transactions 284
C. Interests of Experts and Counsel 288
ITEM 8. FINANCIAL INFORMATION 288
A. Consolidated statements and other financial information 288
B. Significant changes 289
ITEM 9. THE OFFER AND LISTING 290
A. Offering and listing details 290
B. Plan of distribution 290
C. Markets 290
D. Selling shareholders 295
E. Dilution 295
F. Expenses of the issue 295
ITEM 10. ADDITIONAL INFORMATION 295
A. Share capital 295
B. Memorandum and articles of association 295

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C. Material contracts 303
D. Exchange controls 303
E. Taxation 303
F. Dividends and paying agents 307
G. Statement by experts 311
H. Documents on display 311
I. Subsidiary information 311
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK 311
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 326
A. Debt securities 326
B. Warrants and rights 326
C. Other securities 326
D. American Depositary Shares 326
PART II 327
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 327
A. Defaults 327
B. Arrears and delinquencies 327
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 327
ITEM 15. CONTROLS AND PROCEDURES 327
A. Disclosure Controls and Procedures 327
B. Management’s Annual Report on Internal Control over Financial Reporting 327
C. Attestation Report of the Registered Public Accounting Firm 328
D. Changes in Internal Control over Financial Reporting 328
ITEM 16. [RESERVED] 328
ITEM 16A. Audit committee financial expert 328
ITEM 16B. Code of ethics 328
ITEM 16C. Principal Accountant Fees and Services 328
ITEM 16D. Exemptions from the listing standards for audit committees 329
ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers 329
ITEM 16F. Change in registrant’s certifying accountant 329
ITEM 16G. Corporate governance 329
ITEM 16H. Mine safety disclosure 329
PART III 330
ITEM 17. Financial statements 330
ITEM 18. Financial statements 330
ITEM 19. Exhibits 330

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

All references herein to “peso,” “pesos,” or “Ps” refer to the lawful currency of Colombia. All references to “U.S. dollars,” “dollars” or “U.S.$” are to United
States dollars. See “Item 3. Key Information—A. Selected financial data—Exchange rates” for information regarding exchange rates for the Colombian currency.
This annual report translates certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. The conversion of amounts
expressed in pesos as of a specified date at the then prevailing exchange rate may result in presentation of U.S. dollar amounts that differ from U.S. dollar amounts
that would have been obtained by converting pesos as of another specified date. Unless otherwise noted in this annual report, all such peso amounts for figures
at December 31, 2013 have been translated at the rate of Ps 1,926.83 per U.S.$1.00, which was the representative market rate calculated on such date. The
representative market rate is computed and certified by the Superintendency of Finance on a daily basis and represents the weighted average of the buy/sell
foreign exchange rates negotiated on the previous day by certain financial institutions authorized to engage in foreign exchange transactions. Such conversion
should not be construed as a representation that the peso amounts correspond to, or have been or could be converted into, U.S. dollars at that rate or any other
rate. On April 21, 2014, the representative market rate was Ps 1,930.62 per U.S.$1.00.

Definitions

In this annual report, unless the context otherwise requires, the terms:

• “Grupo Aval,” “we,” “us,” “our” and “our company” mean Grupo Aval Acciones y Valores S.A. and its consolidated subsidiaries;

• “banks” and “our banking subsidiaries” mean Banco de Bogotá S.A., Banco de Occidente S.A., Banco Popular S.A. and Banco Comercial AV Villas S.A.
and their respective consolidated subsidiaries;

• “Banco de Bogotá” means Banco de Bogotá S.A. and its consolidated subsidiaries;

• “Banco de Occidente” means Banco de Occidente S.A. and its consolidated subsidiaries;

• “Banco Popular” means Banco Popular S.A. and its consolidated subsidiaries;

• “Banco AV Villas” means Banco Comercial AV Villas S.A. and its consolidated subsidiary;

• “BAC Credomatic” or “BAC” means BAC Credomatic Inc. and its consolidated subsidiaries;

• “Banco BAC de Panama” means Banco BAC de Panama, S.A., and its consolidated subsidiaries, formerly known as Banco Bilbao Vizcaya Argentaria
(Panamá) or “BBVA Panama”; “Corficolombiana” means Corporación Financiera Colombiana S.A. and its consolidated subsidiaries;

• “Grupo Financiero Reformador” or “Grupo Reformador” means Grupo Financiero Reformador de Guatemala and its consolidated subsidiaries;

• “Horizonte” means AFP Horizonte Sociedad Administradora de Fondos de Pensiones y de Cesantías S.A., formerly known as BBVA Horizonte Sociedad
Administradora de Fondos de Pensiones y de Cesantías S.A.; “LB Panama” means Leasing Bogotá S.A., Panama and its consolidated subsidiaries; and

• “Porvenir” means Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir S.A. and its consolidated subsidiary. Porvenir is a private
funds manager; accordingly all comparative figures in this document are made with respect to its peers in the private sector.

The term “Superintendency of Finance” means the Colombian Superintendency of Finance (Superintendencia Financiera de Colombia), a supervisory
authority ascribed to the Colombian Ministry of Finance and Public Credit (Ministerio de Hacienda y Crédito Público), or the “Ministry of Finance,” holding the
inspection, supervision and control authority over the persons involved in financial activities, securities markets, insurance and any other operations related to
the management, use or investment of resources collected from the public.

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Unless noted otherwise, references in this annual report to “beneficial ownership” are calculated pursuant to the definition ascribed by the U.S. Securities and
Exchange Commission, or the “SEC,” in Form 20-F for foreign private issuers. In Form 20-F, the term “beneficial owner” of securities refers to any person who,
even if not the record owner of the securities, has or shares the underlying benefits of ownership. These benefits include the power to direct the voting or the
disposition of the securities or to receive the economic benefit of ownership of the securities. A person also is considered to be the “beneficial owner” of
securities that the person has the right to acquire within 60 days by option or other agreement. Beneficial owners include persons who hold their securities
through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through companies in which they have a “controlling interest,”
which means the direct or indirect power to direct the management and policies of the entity.

Financial statements

Grupo Aval is an issuer in Colombia of securities registered with the National Registry of Shares and Issuers (Registro Nacional de Valores y Emisores),
and in this capacity, it is subject to oversight by the Superintendency of Finance. Grupo Aval is a not a financial institution in Colombia. Grupo Aval is required to
comply with corporate governance and periodic reporting requirements to which all issuers are subject, but it is not supervised or regulated as a financial
institution or as a holding company of banking subsidiaries and, thus, is not required to comply with the capital adequacy regulations applicable to banks and
other financial institutions. All of our banking subsidiaries (Banco de Bogotá, Banco de Occidente, Banco Popular, Banco AV Villas, and their respective financial
subsidiaries, including Porvenir and Corficolombiana) are entities under the direct comprehensive supervision of, and subject to inspection and surveillance as
financial institutions by, the Superintendency of Finance and, in the case of BAC, subject to inspection and surveillance as a financial institution by the relevant
regulatory authorities in each country where BAC operates.

Our consolidated financial statements at December 31, 2013 and 2012 and for each of the years ended December 31, 2013, 2012 and 2011, have been audited, as
stated in the report appearing herein by KPMG Ltda., and are included in this annual report and referred to as our audited consolidated financial statements. We
have prepared these financial statements and other financial data included herein in accordance with the regulations of the Superintendency of Finance applicable
to financial institutions (Resolution 3600 of 1988 and External Circular 100 of 1995) and, on issues not addressed by these regulations, generally accepted
accounting principles prescribed by the Superintendency of Finance for banks operating in Colombia, consistently applied, together with such regulations, on the
filing date, “Colombian Banking GAAP.”

Although we are not a financial institution, we present our consolidated financial statements under Colombian Banking GAAP in this annual report because
we believe that presentation on that basis most appropriately reflects our activities as a holding company of a group of banks and other financial institutions. The
audited consolidated financial statements have not been reviewed or approved by the Superintendency of Finance; however, consolidated financial statements for
each six-month period, prepared on the basis of Colombian Banking GAAP for each of our subsidiaries (which are the basis for our own consolidated financial
statements) are remitted to the Superintendency of Finance for their review on a semi-annual basis. The Colombian Banking GAAP consolidated financial
statements included in this annual report differ from the consolidated financial statements published by Grupo Aval in Colombia, which are prepared under
Colombian GAAP.

Because we are not regulated as a financial institution in Colombia, we are required to prepare our consolidated financial statements for publication in
Colombia under Colombian GAAP applicable to companies that are not financial institutions (Decree 2649 of 1993 and Circular No. 100-000006 of the
Superintendency of Companies (Superintendencia de Sociedades) and former Superintendency of Securities (Superintendencia de Valores), currently the
Superintendency of Finance) No. 011 of 2005, which differs in certain respects from Colombian Banking GAAP. These Colombian GAAP financial statements are
presented semi-annually to our shareholders for approval, are reviewed and published by the Superintendency of Finance and are available in Spanish to the
general public on Grupo Aval’s website. Please see “Item 10. Additional Information––F. Dividends and paying agents—Dividend policy of Grupo Aval” for a
discussion of the main differences between Colombian Banking GAAP and Colombian GAAP. We do not file consolidated financial statements prepared on the
basis of Colombian Banking GAAP with the Superintendency of Finance. However, because we have filed this annual report with the SEC, we may from time to
time publish semi-annual or quarterly financial data for subsequent periods on a Colombian Banking GAAP basis.

Colombian Banking GAAP differs in certain significant respects from generally accepted accounting principles in the United States, or “U.S. GAAP”. Note 30
to our audited consolidated financial statements provides a description of the principal differences between Colombian Banking GAAP and U.S. GAAP as they
relate to our audited consolidated financial statements and provides a reconciliation of net income and shareholders’ equity for the years and at the dates

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indicated herein. Unless otherwise indicated, all financial information of our company included in this annual report is stated on a consolidated basis prepared
under Colombian Banking GAAP.

LB Panama

On December 9, 2010, we acquired BAC Credomatic through LB Panama, a Central American banking group. See “Item 4. Information on the Company––B.
Business overview––BAC Credomatic.” As a consequence of our acquisition of BAC Credomatic, our results of operations for the year ended December 31, 2010
may not be comparable with other periods.

LB Panama’s financial information is prepared in accordance with Colombian Banking GAAP and primarily reflects BAC Credomatic’s consolidated
results, which have been consolidated into LB Panama’s results since December 1, 2010, and our recent acquisitions of Banco BAC de Panama (formerly BBVA
Panama) and Grupo Financiero Reformador since December 31, 2013. As of December 31, 2013, LB Panama had goodwill of Ps 2,249.7 billion resulting from the
acquisition of BAC Credomatic, BBVA Panama and Grupo Financiero Reformador. LB Panama also reflects Ps 2,047.1 billion of indebtedness, including Ps 520.2
billion (U.S.$270 million) incurred to fund part of BAC Credomatic’s acquisition and Ps 1,536.5 billion of additional indebtedness, of which Ps 496.0 billion
(U.S.$257 million) is owed to Grupo Aval Limited and Ps 1,040.5 billion (U.S.$540 million) owed to Deutsche Bank; this figure compares to a total indebtedness of
Ps 2,245.7 billion as of December 31, 2012. As of December 31, 2013, LB Panama had a Ps 1,387.8 billion fixed income portfolio comprised mainly of investment
grade Latin American government and corporate bonds, acquired pursuant to Banco de Bogotá’s investment guidelines.

Market share and other information

We obtained the market and competitive position data, including market forecasts, used throughout this annual report from market research, publicly available
information and industry publications. We have presented this data on the basis of information from third-party sources that we believe are reliable, including,
among others, the International Monetary Fund, or “IMF,” the Superintendency of Finance, the Colombian Stock Exchange, the Colombian National Bureau of
Statistics (Departamento Administrativo Nacional de Estadística), or “DANE,” and the World Bank Development Indicators. Industry and government
publications, including those referenced herein, generally state that the information presented has been obtained from sources believed to be reliable, but that the
accuracy and completeness of such information is not guaranteed. Unless otherwise indicated, gross domestic product, or “GDP,” figures with respect to
Colombia in this annual report are based on the 2005 base year data series published by DANE. Although we have no reason to believe that any of this
information or these reports are inaccurate in any material respect, we have not independently verified the competitive position, market share, market size, market
growth or other data provided by third parties or by industry or other publications. We, do not make any representation or warranty as to the accuracy of such
information.

Except where otherwise indicated, our balance sheet and statement of income data included in this annual report reflects consolidated Colombian Banking
GAAP information, while comparative disclosures of our financial and operating performance against that of our competitors are based on unconsolidated
information prepared on the basis of Colombian Banking GAAP reported to the Superintendency of Finance. Our banking subsidiaries report unconsolidated
financial data to the Superintendency of Finance; however, Grupo Aval, as a holding company, is not required to report such data. Unless otherwise indicated or
the context otherwise requires, market share and other data comparing our performance and that of our competitors reflects the unconsolidated results of our
banking subsidiaries, Porvenir, Corficolombiana and BAC Credomatic. “Grupo Aval aggregate” data throughout this document pertaining to Grupo Aval reflects
the sum of the unconsolidated financial statements of our four Colombian banking subsidiaries (Banco de Bogotá, Banco de Occidente, Banco Popular and Banco
AV Villas) as reported to the Superintendency of Finance. These unconsolidated financial statements do not reflect the consolidation process of subsidiaries such
as Corficolombiana, Porvenir or LB Panama, are not intended to reflect the consolidated financial statements of Grupo Aval and are not necessarily indicative of
the results for any other future interim period. Except where otherwise indicated, financial and market share data pertaining to BAC Credomatic has been prepared
on the basis of U.S. GAAP. The calculations for our competitors on a consolidated basis are made based on the financial statements of each bank publicly
available on their respective websites. All calculations on an unconsolidated basis are made based on publicly available information from the Superintendency of
Finance.

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Banks, financing companies and finance corporations are deemed credit institutions by the Superintendency of Finance and are the principal institutions
authorized to accept deposits and make loans in Colombia. Banks undertake traditional deposit-taking and lending activities. Financing companies place funds in
circulation by means of active credit operations, with the purpose of fostering the sale of goods and services, including the development of leasing operations.
Finance corporations invest directly in the economy and thus are the only credit institutions that may invest in non-financial sectors. Banks are permitted to invest
in finance corporations. See “Item 4. Information on the Company––B. Business overview––Supervision and regulation.” In Colombia, we operate four banks, one
financing company and one finance corporation, and our market share is determined by comparing our banks to other banks reporting their results to the
Superintendency of Finance. However, if financing companies and finance corporations are included in the consideration of market share data, our market shares
would generally be lower than in a bank-only comparison, and the gaps between our market shares and those of our competitors would be smaller, but our market
leadership in most market categories would be unaffected.

We consider our principal competitors in Colombia to be Bancolombia S.A., or “Bancolombia,” Banco Davivienda S.A., or “Davivienda,” and Banco Bilbao
Vizcaya Argentaria Colombia S.A., or “BBVA Colombia,” which are the three leading banking groups in Colombia after Grupo Aval.

The principal competitors of Porvenir, our pension and severance fund administrator, include Administradora de Fondos de Pensiones y Cesantías Protección
S.A., or “Protección,” Colfondos S.A. Pensiones y Cesantías, or “Colfondos” and Skandia Administradora de Fondos de Pensiones y Cesantías S.A., or
“Skandia.” Corficolombiana, our merchant bank, is a financial corporation, and its competitors include Banca de Inversión Bancolombia S.A., J.P. Morgan
Corporación Financiera S.A., BNP Paribas Colombia Corporación Financiera S.A. and Itaú BBA Colombia S.A. Corporación Financiera.

Our principal competitors in El Salvador, Guatemala, Costa Rica, Nicaragua, Honduras and Guatemala include Banco Industrial, Scotiabank, G&T Continental,
Citibank and Bancolombia (which recently acquired Banco Agromercantil in Guatemala and Banistmo (formerly HSBC Bank (Panama) S.A.) in Panama).

Other conventions

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic summation of the figures that precede them. References to “billions” in this annual report are to 1,000,000,000s and to “trillions” are to
1,000,000,000,000s.

“Minority interest” and “non-controlling interest” both refer to the participation of minority shareholders in Grupo Aval or our subsidiaries, as applicable.

“Central American acquisitions” refers to the acquisitions by Banco de Bogotá of (i) 98.92% of BBVA Panama (now known as Banco BAC de Panama) on
December 19, 2013 through its subsidiary LB Panama and (ii) 100.00% of Grupo Financiero Reformador de Guatemala on December 23, 2013 through its subsidiary
Credomatic International Corporation.

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FORWARD-LOOKING STATEMENTS

This annual report contains estimates and forward-looking statements, principally in “Item 3. Key Information—D. Risk factors,” “Item 4. Information on the
Company—B. Business overview” and “Item 5. Operating and Financial Review and Prospects.” Some of the matters discussed concerning our operations and
financial performance include estimates and forward-looking statements within the meaning of the Securities Act and the U.S. Securities Exchange Act of 1934, as
amended, or the “Exchange Act.”

Our estimates and forward-looking statements are mainly based on our current expectations and estimates on projections of future events and trends, which
affect or may affect our businesses and results of operations. Although we believe that these estimates and forward-looking statements are based upon
reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us. Our estimates and
forward-looking statements may be influenced by the following factors, among others:

• changes in Colombian, Central American, regional and international business and economic, political or other conditions;

• developments affecting Colombian, Central American and international capital and financial markets;

• government regulation and tax matters and developments affecting our company and industry;

• increases in defaults by our customers;

• increases in goodwill impairment losses;

• decreases in deposits, customer loss or revenue loss;

• increases in provisions for contingent liabilities;

• our ability to sustain or improve our financial performance;

• increases in inflation rates;

• the level of financial products and credit penetration in Colombia and Central America;

• changes in interest rates which may, among other effects, adversely affect margins and the valuation of our treasury portfolio;

• decreases in the spread between investment yields and implied interest rates in annuities;

• movements in exchange rates;

• competition in the banking and financial services, credit card services, insurance, asset management, pension fund administration and related industries;

• adequacy of risk management procedures and credit, market and other risks of lending and investment activities;

• decreases in our level of capitalization;

• changes in market values of Colombian and Central American securities, particularly Colombian government securities;

• adverse legal or regulatory disputes or proceedings;

• successful integration and future performance of acquired businesses or assets;

• internal security issues affecting countries where we will operate and natural disasters;

• loss of key members of our senior management; and

• other risk factors as set forth under “Item 3. Key Information––D. Risk factors.”

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The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify estimates and forward-
looking statements. Estimates and forward-looking statements speak only at the date they were made, and we undertake no obligation to update or to review any
estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and
uncertainties and are not guarantees of future performance. Our future results may differ materially from those expressed in these estimates and forward-looking
statements. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this annual report might not occur
and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, including, but not limited to, the
factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.

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