Call for general Shareholders Assembly

/in

Medellin, February 25, 2019

Subject: Call for general Shareholders Assembly

Odinsa S.A. informs that today, published the notice of announcement to the ordinary meeting of the General Assembly of Shareholders in the newspapers: El Colombiano and The Republic.
The announcement is reproduced below:

CALL FOR GENERAL SHAREHOLDERS ASSEMBLY

ODINSA S.A.
Convenes the ordinary meeting of the General Assembly of Shareholders to be held in the city of Medellín (Antioquia), on March 26, 2019, at 10:00 a.m. in Carrera 43 A No. 1 A Sur-143, Santillana Business Center.

The following agenda will be submitted to the Assembly for consideration:

ORDER OF THE DAY

1. Quorum Verification.
2. Reading and Approval of the Agenda.
3. Election of a commission for vote counting and approval of the Minutes
4. Joint 2018 Management Report by the Board of Directors and the President of the society.
5. Presentation of the Financial Statements cut to December 31, 2018.
6. Report of the Fiscal Auditor.
7. Approval of the Joint Management Report by the Board of Directors and the President of the Company and the Financial Statements cut to December 31, 2018. 8. Presentation and approval of the Profit Distribution Project Year 2018.
9. Election and fee designation of the Board of Directors.
10. Election and fee designation of the Fiscal Auditor.
11. Modification of the Bylaws.
12. Approval of resources for social responsibility.

Within the term established in the bylaws and the law, that is, from the 4th of March of this year, books and other documents stipulated by law, remain available to shareholders who wish to consult them in the Administration Offices located in Carrera 43 A No. 1 A South-143 North Tower Floor 5, Medellin, Antioquia.

The shareholders are reminded that the granting of powers of attorney must be carried out in compliance with the rules contained in Circular 024 of 2010 issued by the Financial Superintendence of Colombia and that in no case, the administrators or employees of the Company can act as representatives.

MAURICIO OSSA ECHEVERRI
Legal representative

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Shareholders Representation (Res. 116 Feb 27/2002)

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Medellin; February 18, 2019

Subject: Shareholders Representation (Res. 116 Feb 27/2002) BOARD OF DIRECTORS

MRS: LEGAL REPRESENTATIVES, ADMINISTRATORS AND OTHER EMPLOYEES OF ODINSA S.A. CITY Medellín

Subject: Measures to ensure the observance of the Circular 024 of 2010, issued by the Financial Superintendence

The Board of Directors, in a meeting held today February 18, 2019, in compliance with the provisions of Circular 024 of 2010, issued by the Financial Superintendence and in order to ensure the obsevance of the rules dictated in it, allowes itself, to give the following instructions wich objective is to guarantee the effective participation and exercise of the political rights of the shareholders in the ordinary session of the General Assembly that will be held on March 26, 2019.

Legal representatives, administrators and other company officials are ordered to refrain from performing the following behaviors

  1. Encourage, promote or suggest, shareholders the granting of powers where the name of the representative for the shareholders meeting is not clearly defined.
  2. Receive from the shareholders powers for the assembly meeting, where the name of the respective representative is not clearly defined.
  3. To accept as valid powers to participate in the ordinary meeting of the general meeting of shareholders, those conferred by the shareholders without fulfilling the requirements established in article 184 of the commercial code.
  4. Suggest or determine the name of those who will act as proxies at the ordinary meeting of the general meeting of shareholders.
  5. To recommend shareholders to vote for a certain list.
  6. Suggest, coordinate, agree with any shareholder or shareholder representative, the presentation of proposals to be submitted for their consideration at the meeting.
  7. Suggest, coordinate, agree with any shareholder or shareholder representative, the vote in favor or against any proposal presented therein.

The practices described in this circular should also be suspended when they are carried out by an interposed person.

The Vice President of legal and institutional matters, is designated as responsible for verifying compliance with the procedures previously established, in the event of any breach of this instruction he will inform the Board of Directors before the regular session of the general assembly of shareholders and will suggest the necessary measures to avoid inconveniences or shortcomings in the application of the same.

Cordially,
Jorge Mario Velasquez
President of the Board of Directors February 18, 2019

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The Board of Directors approved to convene the ordinary meeting of the General Assembly of Shareholders

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Medellin, February 18, 2019
Subject: Decisions by the Board of Directors

The Board of Directors approved to convene the ordinary meeting of the General Assembly of Shareholders for Tuesday, March 26, 2019 at 10:00 AM in Carrera 43 A No. 1 A Sur – 143, Santillana Business Center, in the city from Medellin, Colombia.

CALL FOR GENERAL SHAREHOLDERS ASSEMBLY

ODINSA S.A.

Convenes the ordinary meeting of the General Assembly of Shareholders to be held in the city of Medellín (Antioquia), on March 26, 2019, at 10:00 a.m. in Carrera 43 A No. 1 A Sur-143, Santillana Business Center.

The following agenda will be submitted to the Assembly for consideration:
ORDER OF THE DAY

  1. Quorum Verification.
  2. Reading and Approval of the Agenda.
  3. Election of a commission for vote counting and approval of the Minutes
  4. Joint 2018 Management Report by the Board of Directors and the President of the society.
  5. Presentation of the Financial Statements cut to December 31, 2018.
  6. Report of the Fiscal Auditor.
  7. Approval of the Joint Management Report by the Board of Directors and the President of the Company and the Financial Statements cut to December 31, 2018. 8. Presentation and approval of the Profit Distribution Project Year 2018.
  8. Election and fee designation of the Board of Directors.
  9. Election and fee designation of the Fiscal Auditor.
  10. Modification of the Bylaws.
  11. Approval of resources for social responsibility.
    Within the term established in the bylaws and the law, that is, from the 4th of March of this year, books and other documents stipulated by law, remain available to

Relevant Information

Shareholders who wish to consult them in the Administration Offices located in Carrera 43 A No. 1 A South-143 North Tower Floor 5, Medellin, Antioquia.

The shareholders are reminded that the granting of powers of attorney must be carried out in compliance with the rules contained in Circular 024 of 2010 issued by the Financial Superintendence of Colombia and that in no case, the administrators or employees of the Company can act as representatives.

MAURICIO OSSA ECHEVERRI
Legal representative

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