Unassociated Document


    EXHIBITS

    


    EXHIBIT
4.1.

    


    ENGLISH
SUMMARY OF THE TRANSFER OF ASSETS, LIABILITIES AND CONTRACTS OF SUFINANCIAMENTO
S.A. COMPAÑÍA DE FINANCIAMIENTO TO BANCOLOMBIA S.A.

    


    1. SALE
-PURPOSE:

    


    Transfer
of 25% of the assets, liabilities and contracts of Sufinanciamiento S.A.
Compañía de Financiamiento (“Sufinanciamiento”) to its parent company,
Bancolombia S.A. (“Bancolombia”).

    


    Pursuant
to this transaction, Bancolombia will hold the trademark to Sufinanciamiento,
which will hereafter be used to identify the automobile finance division of
Bancolombia.

    


    2.
PARTIES:

    


    ASSIGNOR;
Sufinanciamiento S.A. Compañía de Financiamiento

    


    ASSIGNEE;
Bancolombia S.A.

    


    3.
PRICE:

    


    Pursuant
to this transaction, Sufinanciamiento assigned to Bancolombia assets and
contracts totaling COP 1,208,019 million and Bancolombia assumed liabilities of
Sufinanciamiento totaling COP 1,192,809 million. The difference, amounting to
COP 15,210 million was paid by Bancolombia.

    


    4.
CONDITIONS TO THE TRANSACTION

    


    
      	
               
      

            	
              (i)

            	
              Authorization
      of the Board of Directors of Bancolombia to the acquisition of more than
      25% of the assets, liabilities and contracts of
      Sufinanciamiento.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Authorization
      of the Superintendency of Finance to the transfer by Sufinanciamiento of
      more than 25% of its assets, liabilities and contracts different from
      those generated by its alliance with Almacenes Exito in its credit card
      business  to its parent company,
  Bancolombia.

            


    

    


    EXHIBIT
4.1.

    


    ENGLISH
SUMMARY OF THE SHARE PURCHASE AGREEMENT AMONG LEASING BANCOLOMBIA, BANCA DE
INVERSIÓN BANCOLOMBIA, INVERSIONES CFNS, FUNDACIÓN BANCOLOMBIA Y FACTORING
BANCOLOMBIA S.A.,AND MITSUBISHI INTERNATIONAL CORPORATION, AND MITSUBISHI
CORPORATION (the “AGREEMENT”).

    


    1. SALE
-PURPOSE:

    


    The
Sellers hereby sell, transfer and agree to deliver to the Purchaser and the
Purchaser hereby purchases and acquires from the Sellers the
shares.

     

    MITSUBISHI
INTERNATIONAL CORPORATION: 662,219 shares

     

    MITSUBISHI
CORPORATION: 3,773,892 shares

     

    2.
PARTIES:

    


    PURCHASER:
LEASING BANCOLOMBIA

    


    SELLERS:
MITSUBISHI INTERNATIONAL CORPORATION AND MITSUBISHI
CORPORATIONS


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.
PRICE:

    


    The price
agreed upon was COP$38,402,388,662.50 for the shares of MITSUBISHI CORPORATION
and COP$6,738,611,337.50 for the shares of MITSUBISHI INTERNATIONAL
CORPORATION.

     

    4.
CONDITIONS TO THE TRANSACTION

     

    REPRESENTATIONS
AND WARRANTIES OF LEASING BANCOLOMBIA

     

    
      	
               
      

            	
              (i)

            	
              The
      Purchaser is duly incorporated and validly existing under the laws of
      Colombia.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Purchaser has obtained all necessary internal corporate and other internal
      consents and approvals and has full power to enter into and perform its
      obligations.

            


    

    


    
      	
            	
              (iii)

            	
              The
      execution by the Purchaser will have been duly authorized and will not
      conflict with any contract or other agreement or instrument to which the
      Purchaser is a party and the same will be a valid and binding agreement
      enforceable against the Purchaser in accordance with its
      terms.

            


    

    


    
      	
            	
              (iv)

            	
              The
      Purchaser’s obligations hereunder are not subject to any conditions
      regarding Purchaser’s or any other person’s ability to obtain financing
      for the consummation of the transactions contemplated by this
      Agreement.  

            


    

    


    
      	
            	
              (v)

            	
              The
      Purchaser represents and warrants that the funds that it will deliver to
      Sellers for the payment do not originate in activities that would violate
      any applicable law or regulation of any applicable jurisdiction, and that
      it has not been and shall not become involved in transactions related to
      such activities or with individuals involved in such
      activities.  

            


    

    


    
      	
            	
              (vi)

            	
              The
      execution by the Purchaser shall not conflict with any regulation or laws
      including, but not limited to, antitrust law and banking regulations
      applicable in Colombia.

            


    

     

    REPRESENTATIONS
AND WARRANTIES OF MITSUBISHI INTERNATIONAL CORPORATION AND MITSUBISHI
CORPORATION

    


    
      	
               
      

            	
              (i)

            	
              The
      Sellers are duly incorporated and validly existing under the laws of their
      respective countries.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Sellers have obtained all necessary internal corporate and other internal
      consents and approvals in relation to the performance of the Agreement and
      have full power to enter into and perform their
    obligations.

            


    

    
      	
            	
              (iii)

            	
              The
      Sellers are the legal, record and beneficial owners of the shares and the
      shares are free and clear of any liens, charges or other encumbrances and
      when the shares are transferred to the Purchaser, the Purchaser will
      acquire the title.

            


    

     

    ADDITIONAL
COVENANTS OF THE PARTIES

     

    The
Purchaser shall duly and timely cause that all filings pertaining to the
transactions contemplated are timely performed before the Colombian Central
Bank.. The Sellers shall file the cancellation of their foreign investment
before the Colombian Central Bank. The Purchaser shall, and shall cause the
Company to, deliver to the Sellers all the information and/or collaboration that
may be reasonably necessary for such cancellation to be
accomplished.

     

    The
Purchaser and the Sellers acknowledge and agree that under the Colombian Company
Law, particularly the articles 374 and 457 of the Commercial Code, the current
incorporation vehicle of the Company (“Sociedad Anónima” in Spanish)
demands the existence of a minimum of five stockholders and that the Purchaser
shall be liable and responsible for the compliance with such rules.

     

    The
Purchaser may assign all or a part of its right to acquire the shares from the
Sellers to any company of Bancolombia without the Sellers’ consent on the
condition that (i) the Purchaser shall notify the Sellers of such assignment and
any of the obligations of the Purchaser under the purchase agreement shall be
borne by the Purchaser.

     

    At its
own cost, risk and sole responsibility the Purchaser shall cause, duly and
properly, the fulfillment of any filing or notice that may be needed before the
Financial Superintendence, particularly as pursuant the notice to the National
Registry of Securities and Issuers (“Registro Nacional de Valores y
Emisores” in Spanish), of any relevant information
required.