Bancolombia S A : Board of Directors Members Profile

Policy:

Bancolombia´s

Board of

Directors

Members

Profile

General Purpose

Aware of the responsibilities and commitments required by an integral business management that combines sustainable business activity and proper management of publics funds, its necessary for Bancolombia to incorporate a selection criteria that must be considered, by the shareholders, to nominate their candidates for the Board of Directors of Bancolombia.

Such criteria is intended to ensure that the people to be appointed as Directors of Bancolombia have the suitability, professionalism and skills required to assume the duties as Director, and that the Board of Directors has the proper combination of qualities and skills that are required for an organization as Grupo Bancolombia.

The selection criteria shall be applicable to all candidates for the Board of Directors. If possible, each Director shall offer a professional specialization consistent with the Company´s Business.

Personal Skills

Bancolombia promotes a culture based on ethical and transparency principles for the decision-making process. The following are the personal skills required for the candidates that are seeking to become one of the Directors:

• Integrity, high ethical standards and commitment with the corporate governance
• High reputation, the Director acts as a diligent, consistent and transparent citizen and professional
• Integrality, technical and soft skills with a business focus.
• Conviction of the business model of Grupo Bancolombia towards to the sustainable development, wellness a equality.
• Adequate skills for the decision-making process
• Communicational skills based on respect and looking for a meeting point between different points of view

Professional Skills

The following are the professional skills that are consider during the evaluation process of the candidates:

• The candidate must have personal and professional qualifications, academic preparation, and/or labor history which accredit him as suitable and competent person to manage and guide the Company.
• The candidate may offer valuable contributions concerning orientation on relevant and strategic decisions of Grupo Bancolombia, as well as on the Bank's businesses and products
• Understanding of the responsibilities that all financial entities have with their users, customers, shareholders, and all other stakeholders, locally and internationally
• Analytical and managerial skills, a strategic vision of the business, objectivity, capacity to give their opinion, necessary skills to evaluate risk systems, financial results and new business proposals
• Anticipation capacity, with a proactive vision towards the business and competition environment exposed to accelerated changes.
• Shall offer specific skills that allow them make contributions in financial or risk areas, as well as in legal areas or commercial or economic topics
• Knowledge on:
• • Knowledge of economics, markets and financial systems at global and regional levels, as well as interactions between public and private sector.
  • Knowledge and experience in companies of comparable size and relevance
  • Knowledge of industries or new areas of expertise as digital transformation, telecommunications, consumers, markets and sustainability
  • Knowledge to support the risk evaluation and the definition of the Group risk appetite

Eligibility By The Superintendence

Of Finance

Every candidate shall assure their conditions for eligibility by the Superintendence of Finance. This authority will perform a detailed analysis of their history, academic and professional history, disciplinary and credit records, among other aspects.

Thus, the candidate who aspires to submit its name to the consideration of the General Assembly of Shareholders must have fulfill the form established for this purpose accompanying the support information required by the authority.

Availability

Every candidate shall assure that they have necessary time available to assume their responsibilities with the Grupo Bancolombia.

Availability includes, in addition to attendance to Board meetings and Board supporting committees (attendance shall never be below 80% of total meetings per year, except for justified force majeure), preparation and evaluation of information before the meetings, supervision and investigation about the financial sector, training programs, meetings with supervisors, and, in general, necessary time to perform studies and make recommendations to the Company

Inabilities And Incompatibilities

Board Members shall not be involved in circumstances that configure the inabilities and incompatibilities established on the Law and the Good Governance Code. It is mandatory for the candidates and Directors to disclose to Bancolombia any possible configured inability or incompatibility upon themselves in relation to the execution of their role as Director.

Independence

Independent Directors shall verify the demanded requisites by Law, Bancolombia´s Bylaws, and the Good Governance Code, to be considered independent in order to prove, before Bancolombia, their fulfillment through a certification.

Good Governance Code Inabilities and Incompatibilities

Notwithstanding the cases of ineligibility and disqualifications set forth in regulations and in the Company´s Bylaws, the Person upon the following circumstances are predicable, will not be eligible as member of the Board of Directors:

• Belongs, as a member, to the board of directors of other four (4) Colombian public limited companies (sociedades anónimas), in addition to the respective company.
• In the case of financial entities that are credit institutions (establecimientos de crédito), (a) Directors can neither be nor have been , withing the previous two (2) years, members of the Board of Directors of other credit institutions, in jurisdictions in which the Group has presence, (b) (b) be or have been president, legal representative, administrator or employee of other financial groups, or entities whose purpose or that of their Affiliates is the provision of financial services rendered by the Companies during the two (2) years prior to his or her appointment as Director. In (a) and (b) except in the case of companies of the Bancolombia Group or of the Financial Conglomerate to which the Grupo Bancolombia belongs.
• Have rendered services or received any remuneration, directly or indirectly, for an annual ammount greater than the equivalent of USD $120,000, from financial groups or conglomerates other than the one to which Bancolombia belongs, during the two (2) years prior to his or her appointment.
• That the candidate, directly or in conjunction with its Affiliates, has direct or indirect equity participation or be beneficial owners of an equity participation equal to or greater than 0.5% of the voting rights of financial entities other than Bancolombia or of broker dealers (intermediarios del mercado de valores) in Colombia or any of the countries in which the Group operates.
• To be a counterparty, directly or through its Affiliates or entities in which the candidate or its Affiliates hold a position of Management official, in judicial, administrative or arbitration proceedings, or in judicial or extrajudicial conciliation proceedings, in which the counterparty is any of the Companies or any of the entities of the Conglomerate to which the Grupo Bancolombia belongs.
• Be an Affiliate, of a member of the Board of Directors associated with Bank or credit establishments or its equivalent to the Grupo Bancolombia , who exercises functions as a director on the date on which the election of the respective candidate is submitted to the consideration of the general shareholders' meeting or with another candidate for member of the Board of Directors of Bancolombia in the same election.
• To be in a competitive situation, directly or through its affiliates, with the financial entities of the Grupo Bancolombia
• Be involve in a situation of material and permanent conflict of interest, as determined by the Board of Directors.
• Having been convicted or found guilty, in Colombia or in another jurisdiction, in judicial or administrative proceedings, within the ten (10) years prior to the date of the general shareholders' meeting at which the Board of Directors would be elected for: (a) violation of the rules regulating the securities market, (b) violation of the rules regulating the activity of financial institutions, as well as having been disqualified, totally or partially, by public or private entities, to engage in commercial activities in any jurisdiction.
• Having been a Director Officer of Persons who incurred, within the ten (10) years prior to the date of the general shareholders' meeting at which the Board of Directors is to be elected, in the disqualifications contemplated in the preceding paragraph, provided that the candidate has been a Director Officer of the respective Person at the time the events constituting the infraction occurred.

•

•

Having been convicted in a criminal proceeding within the ten (10) years prior to the date of the general shareholders' meeting at which the Board of Directors is to be elected.

The Boards of Directors shall never be made up of a number of members working for the applicable company, who may form themselves a majority necessary to make decisions.

Good Governance Code Independence Criteria

In addition, a person will not be considered independent if (a) the person itself; or (b) whose affiliates are:

• Employees or managers of the companies, or former employees or managers during a two-year period immediately prior to the appointment, except in the case of the re-election of an independent person.
• Any of the following persons: (a) any of the relevant shareholders (b) any person that determines the majority composition of the Bank's administrative or management bodies.
• Shareholders, employees or advisers to shareholders, who directly or through an agreement, direct, guide or control more than ten percent (10%) of the voting rights of the entity or determine the majority of the entity´s administrative, management or control bodies.
• Partners or employees of associations or companies that provide services or other concepts, or receive payments from Bancolombia Group, for: (i) an amount greater than the equivalent to US $ 250,000 or corresponding to two percent (2%) or more of the total income of the applicable association or company (whichever is higher) for the last three years, or (ii) when the income for said association or company represents a value corresponding to twenty percent (20%) or more of the association or company´s operating income for the prior year.
• Partners or employees of legal entities or similar (e.g. trusts) that have made payments to Bancolombia or its affiliates, subsidiaries or controllers, for a value greater than the equivalent to US $1 Million or corresponding to two percent (2%) of the total income of the respective company or association (whichever is higher) in the last three years, except for interest payments or financial services rendered by Bancolombia or its subsidiaries in the ordinary course of business.
• Employees or directors of legal entities or similar (e.g., trusts) that receive significant donations from Bancolombia, or from individuals or corporate entities that own shares of the Bank that represent zero-point five percent (0.5%) or more of the voting rights of Bancolombia. A donation will be considered significant when it represents more than twenty percent (20%) of donations received by the employee, director of the non-profit entity, association or society.
• Directors, senior management or key executives of an entity whose board of directors includes a legal representative of Bancolombia.
• People who receive from Bancolombia Group any remuneration other than fees as members of the board of directors, the audit committee or any other committee created by the board of directors, or who have received remuneration for an amount greater than the equivalent to US $120,000 for 12 months, in the last three years, other than payments for being a member of the Board of Directors or a Board committee.
• Current partners or employees, or individuals who were, within the past three years, partners or employees of the external auditors.
• Directors, senior management or key executives or legal representatives of another entity with respect to which any of the current Directors, senior management or key executives or representatives of Bancolombia is a member of the compensation committee.

Law 964 of 2005

A person Will not be independent if, in any case, is:

1. Employees or executives of the issuer or any of its branches, subsidiaries or controllers, including those persons who have held such posts in the year immediately prior to the appointment, except in the case of the re-election of an independent person.
2. Shareholders who, directly or through an agreement, direct, guide or control the majority of the entity's voting rights or determine the majority composition of the bodies for its management, administration or control
3. Partners or employees of associations or companies that provide advisory or consultancy services to the issuer or companies that belong to the same economic group as the issuer, when income on this account represents 20% or more of their operating revenues
4. Employees or executives of foundations, associations or companies that receive important donations from the issuer, with important donations are understood as those that represent over 20% of the total donations received by the respective institution
5. Administrators of an entity of which a legal representative of the issuer is a director
6. Any person who has been remunerated by Bancolombia, without considering the fees as member of the Board of Directors, Audit Committee or any other committee created by the Board of Directors.

NEW YORK STOCK EXCHANGE - NYSE ( * )

The standards set by the New York Stock Exchange (NYSE) consider a Director as independent if, from this person, the following conditions are not predicable:

1. The director is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer, 1 of the listed company.
2. The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
3. (A) The director is a current partner or employee of a firm that is the listed company's internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the listed company's audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the listed company's audit within that time.
4. The director or an immediate family member is, or has been with the last three years, employed as an executive officer of another company where any of the listed company's present executive officers at the same time serves or served on that company's compensation committee.
5. The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

(*) These criteria is subject to change and it will be modified in accordance with the new standards set for this entity.