Granting of endorsements, bonds, guarantees in favor of third parties. Banco Latinoamericano de Comercio Exterior SA

Medellín, August 30, 2019

Subject: Granting of endorsements, bonds, guarantees in favor of third parties.

Odinsa S.A. informs that today, prior authorization of the Board of Directors, granted a guarantee up to thirty million US dollars (USD 30,000,000) to guarantee a loan from Odinsa Holding Inc., a company controlled by Odinsa S.A. and through which it develops projects of highway and airport concessions at international level.

The credit granted to the subsidiary by Banco Latinoamericano de Comercio Exterior SA (Bladex) worth thirty million US dollars (USD 30,000,000) is intended to replace a loan that was already held with the same entity, turning an obligation of short term in a long term, so it does not constitute a change in the level of indebtedness of that company.

Granting of endorsements, bonds, guarantees in favor of third parties.

Medellín, August 29, 2019

Subject: Granting of endorsements, bonds, guarantees in favor of third parties.

Odinsa S.A. informs that prior authorization of the Board of Directors, through the subscription of a promissory note up to thirty million US dollars (USD 30,000,000), endorsed a loan from Odinsa Holding Inc., a company controlled by Odinsa S.A. and through which develops projects of highway and airport concessions at international level.

The credit granted to the subsidiary by Banco Davivienda worth thirty million US dollars (USD 30,000,000) is intended to refinance pre-existing credits, in order to improve their conditions, so it does not constitute a change in the level of indebtedness of that society.

Decisions by the Board of Directors

Medellín, August 26, 2019

Subject: Decisions by the Board of Directos

Odinsa S.A. announces that the Board of Directors in meeting of the date, appointed Carlos José Vásquez Villegas who works as Manager of Corporate and Financial Affairs, as Officer of Compliance and Officer of Conduct and will henceforth serve as secretary of the Company’s Business Conduct Committee.

The new Compliance and Conduct Officer replaces Natali Leal Gómez, who was performing these roles in her quality of Director of Compliance for Odinsa since December 2017 but recently assumed as Legal Affairs Manager and Institutionals of the concessionary Opain S.A.

Company ́s Bylaws Reform

Medellín, August 26, 2019

Subject: Company ́s Bylaws Reform

Odinsa S.A, informs that in the extraordinary meeting held today August 26, 2019, the General Assembly of Shareholders approved the partial modification of the Company Bylaws, which is transcribed below:

PREVIOUS BYLAWS APPROVED MODIFICATION
CHAPTER IX – Board of Directors
Article 45 – The Board of Directors is comprised of seven (7) members elected for periods of three (3) years, and are eligible to be reelected indefinitely.

The members of the Board shall be elected by the electoral quotient system.

At least 50% of the members nominated in the ballots for the corresponding election must qualify as an Independent Members in accordance with paragraph 2 of section 44 of Law 964 of 2005, or that which substitutes, adds to, or modifies it, and in the Company’s Code of Good Governance.

In the event that one or more Shareholders submit a proposal exclusively for the election of Independent Members, two votes shall be held, one to elect the Independent Members and another to elect the remaining members.

For this purpose, the ballots corresponding to the election of Independent Members shall only include those persons with the qualifications stipulated in paragraph 2 of section 44 of Law 964 of 2005 and in the Company’s Code of Good Governance, notwithstanding the possibility that the lists corresponding to the election of the remaining members include persons with said qualifications.

The nominations for the election of Members of the Board of Directors shall be submitted by the Shareholders not less than five business days before the date set for the General Shareholders Meeting where the respective election will be held, attaching the following documents:

– Written communication by each nominee indicating their agreement with their inclusion in the corresponding list.
– In the case of the Independent Members, written communication from each nominee, indicating fulfillment of the independence requirements in accordance with paragraph 2 of section 44 of Law 964 of 2005 and in the Company’s Code of Good Governance.

Paragraph 1 – The Member of the Board may be removed at any time by the Shareholder’s General Meeting without the need to specific the reason and without their consent.

Paragraph 2 – There are no alternate Directors on the Board of Directors.
CHAPTER IX – Board of Directors
Article 45 – The Board of Directors is comprised of five (5) members elected for periods of three (3) years, and are eligible to be reelected indefinitely.

The members of the Board shall be elected by the electoral quotient system.

At least 50% of the members nominated in the ballots for the corresponding election must qualify as an Independent Members in accordance with paragraph 2 of section 44 of Law 964 of 2005, or that which substitutes, adds to, or modifies it, and in the Company’s Code of Good Governance.

In the event that one or more Shareholders submit a proposal exclusively for the election of Independent Members, two votes shall be held, one to elect the Independent Members and another to elect the remaining members.

For this purpose, the ballots corresponding to the election of Independent Members shall only include those persons with the qualifications stipulated in paragraph 2 of section 44 of Law 964 of 2005 and in the Company’s Code of Good Governance, notwithstanding the possibility that the lists corresponding to the election of the remaining members include persons with said qualifications.

The nominations for the election of Members of the Board of Directors shall be submitted by the Shareholders not less than five business days before the date set for the General Shareholders Meeting where the respective election will be held, attaching the following documents:

– Written communication by each nominee indicating their agreement with their inclusion in the corresponding list.
– In the case of the Independent Members, written communication from each nominee, indicating fulfillment of the independence requirements in accordance with paragraph 2 of section 44 of Law 964 of 2005 and in the Company’s Code of Good Governance.

Paragraph 1 – The Member of the Board may be removed at any time by the Shareholder’s General Meeting without the need to specific the reason and without their consent.

Paragraph 2 – There are no alternate Directors on the Board of Directors.
PREVIOUS BYLAWS APPROVED MODIFICATION

CHAPTER XI – Control Bodies
Article 57 – In order to provide support to the work of the Board of Directors, there will be an Audit, Finance and Risks Committee. This committee will be comprised of two (2) independent members of the Board of Directors. The members of the Committee will be appointed by the same Board. The Secretary General of the Company or the person they appointed shall act as Secretary of this Committee, which in any case must be an employee of the Company. Likewise, the President of the Company and the Financial Vice President will be included in this committee, and will attend the meetings when the Fiscal Auditor and the Internal Auditor so require.

CHAPTER XI – Control Bodies
Article 57 – In order to provide support to the work of the Board of Directors, there will be an Audit, Finance and Risks Committee. This committee will be comprised of three (3) members of the Board of Directors, at a minimum two (2) of them must be independent members. The members of the Committee will be appointed by the same Board. The Secretary General of the Company or the person they appointed shall act as Secretary of this Committee, which in any case must be an employee of the Company. Likewise, the President of the Company and the Financial Vice President will be included in this committee, with voice but no vote and will attend the meetings when the Fiscal Auditor and the Internal Auditor so require.