Grupo Aval Acciones y Valores S A : Proposed bylaw amendementsl

"PROPOSAL"

The following amendments to the Bylaws are proposed to the General Shareholders' Meeting, in order to change the number of members of the Board of Directors from seven (7) principal and seven (7) alternates to nine (9) members without alternates:

1. To amend Section 2 of Article 19 of the Bylaws as follows:

Original Article	Proposal
ARTICLE 19. FUNCTIONS OF THE GENERAL	ARTICLE 19. FUNCTIONS OF THE GENERAL
SHAREHOLDERS' MEETING. The following are	SHAREHOLDERS' MEETING. The following are the
the functions of the General Shareholders' Meeting:	functions of the General Shareholders' Meeting:
[…]	[…]
2) Elect and freely remove primary and	2) Elect and freely remove primary and alternate
alternate members of the Board of	members of the Board of Directors.
Directors.
[…]	[…]

2. To amend Article 21 of the Bylaws as follows:

Original Article	Proposal
ARTICLE 21. COMPOSITION OF THE	ARTICLE 21. COMPOSITION OF THE BOARD.-
BOARD.-
The Board of Directors shall be composed of seven (7)	The Board of Directors shall be composed of sevennine
primary directors and their seven (7) personal	((79) primarydirectors and their seven (7) personal
alternates. At least twenty-five percent (25%) of the	alternates. At least twenty-five percent (25%) of the
members of the Board of Directors shall be	members of the Board of Directors shall be independent
independent in nature. Directors shall be elected by	in nature. Directors shall be elected by the General
the General Shareholders' Meeting through the	Shareholders' Meeting through the electoral quotient
electoral quotient system. The President shall attend	system. The President shall attend the meetings of the
the meetings of the Board of Directors. He or she is	Board of Directors. He or she is allowed to speak but not
allowed to speak but not vote, unless he or she is a	vote, unless he or she is a member of the Board, in which
member of the Board, in which case he or she may	case he or she may speak and vote. Directors shall have
speak and vote. Directors shall have a term of one (1)	a term of one (1) year and may be re-elected for an
year and may be re-elected for an indefinite number of	indefinite number of terms or freely removed by the
terms or freely removed by the General Shareholders'	General Shareholders' Meeting before the expiration of
Meeting before the expiration of the term. If, at the	the term. If, at the expiration of the term, the
expiration of the term, the Shareholders' Meeting has	Shareholders' Meeting has not held a new election, the
not held a new election, the previously elected	previously elected directors shall remain in their
directors shall remain in their positions.	positions.

3. Remove Article 23 of the Bylaws and, as a consequence, adjust the numbering of the current articles 24 to 46 of the Bylaws, which become articles 23 to 45:

Original Article	Proposal
ARTICLE 23. ALTERNATES. Alternate board	ARTICLE 23. ALTERNATES. Alternate board
members shall replace primary board members during	members shall replace primary board members during
permanent or temporary absences, but they may be	permanent or temporary absences, but they may be
called to participate in the Board's deliberations, even	called to participate in the Board's deliberations, even
when they would not otherwise be required to attend,	when they would not otherwise be required to attend, in
in which case the alternate shall be able to speak but	which case the alternate shall be able to speak but not
not vote in the deliberations and shall be paid the same	vote in the deliberations and shall be paid the same
compensation as the primary board members.	compensation as the primary board members.

4. To amend Article 28 of the Bylaws as follows:

Original Article	Proposal
ARTICLE 28. Supplemented and modified by	ARTICLE 278. Supplemented and modified by
Public Deeds Nos. 0580 of March 6, 2006 issued by	Public Deeds Nos. 0580 of March 6, 2006 issued by
Notary 18 of Bogotá, and 28 of January 6, 2011	Notary 18 of Bogotá, and 28 of January 6, 2011
issued by Notary 73 of Bogotá. AUDIT	issued by Notary 73 of Bogotá. AUDIT
COMMITTEE: The Audit Committee shall be	COMMITTEE: The Audit Committee shall be
made up of three primary directors and no alternates.	composed of at least made up ofthree primarydirectors
All members must be independent primary members.	and no alternatesincludingall independentmembers
The members of the Committee shall be appointed by	must be independent primary. The members of the
the Board of Directors. The Company's CPA shall	Committee shall be appointed by the Board of Directors,
also be part of the Committee. He or she shall be	which will also enact the Regulation of said Committee.
entitled to speak at meetings but not vote. Committee
meetings may be scheduled by any Company official.	The Company's CPA shall also be part of the
	Committee. He or she shall be entitled to speak at
PARAGRAPH. The Audit Committee must meet at	meetings but not vote. Committee meetings may be
least once every three (3) months. The decisions of	scheduled by any Company official.
the Audit Committee shall be documented in
minutes, subject to the provisions of Article 189 of	PARAGRAPH. The Audit Committee must meet at
the Commerce Code.	least once every three (3) months. The decisions of the
	Audit Committee shall be documented in minutes,
	subject to the provisions of Article 189 of the
	Commerce Code.

Additionally, it is proposed to the General Shareholders' Meeting to amend Article 22 of the Bylaws, to incorporate a procedure for the election of the Secretary of the Board of Directors:

5. To amend Article 22 of the Bylaws as follows:

Original Article	Proposal
ARTICLE 22. CHAIR AND SECRETARY. The	ARTICLE 22. CHAIR AND SECRETARY. The
Board of Directors shall have a Chair elected from	Board of Directors shall have a Chair elected from
among the directors, as well as a Secretary who may	among the directors, as well as a Secretary who may be
be a board member or another person.	a board member or another person.
	In addition, for the election of the Secretary, the Board
	of Directors will consider the following: (i) If the
	Secretary will be a solely purpose collaborator, the
	Board of Directors will appoint or remove at its
	discretion. (ii) If the candidate for Secretary holds an
	executive position within the Company, will be
	appointed by the Board of Directors upon proposal by
	the President of the Company.

Bogotá D.C., March 5th, 2024.

Patricia Salgado Vergara

Legal Representative

ADMINEGOCIOS S.A.S."