Board Decisions

Odinsa SA informs that the Board of Directors through the written voting mechanism, approved today the 2020 Management Report joint of the President and the Board of Directors, as well as the Report of Results at the end of the fiscal year of the Company as of 31 December 2020, which will be presented for consideration by the General Assembly of Shareholders on March 19. Below is the 2020 Results Report approved by the Board of Directors:

ODINSA S.A.
RESULTS REPORT 2020

The Board of Directors of Odinsa S.A. declares to the General Shareholders’ Meeting that in the fiscal year ending December 31, 2020, the Company had net losses amounting to $ 45,964,659,087, which is why a distribution project will not be presented for its consideration. of utilities.


The said loss will increase the item Accumulated Losses that is part of the accounting equity of the company.

Summons to Assembly Ordinary

Odinsa S.A. informs that on February 24, 2021, it published in the newspaper El Colombiano, the notice of convocation to the ordinary meeting of the General Assembly of Shareholders,


See attached

Representation Delaware Shareholders

BOARD OF DIRECTORS CIRCULAR

Sirs
Legal representatives, administrators and other officials
ODINSA S.A.

Subject: Measures to ensure compliance with Chapter Six of Title I of Part III of the Basic Legal Circular (External Circular 029 of 2014) of the Financial Superintendence of Colombia

The Board of Directors of Odinsa SA, in a meeting held on February 22, 2021, in compliance with Chapter Six of Title I of Part III of the Basic Legal Circular (External Circular 029 of 2014) of the Financial Superintendence of Colombia , the following measures are allowed to be established, aimed at guaranteeing the effective participation and exercise of political rights of all shareholders in the ordinary session of the General Assembly to be held on March 19, 2021.

The legal representatives, administrators and other officers of the Company are ordered to:

  1. Grant all Shareholders a fair and equal treatment.
  2. Refrain from carrying out any conduct that violates the power of the Company’s Shareholders to be represented at the Meeting. By virtue of this, the following conducts are prohibited, whether they are carried out directly or through an intermediary:
    • Encourage, promote or suggest to Shareholders the granting of powers where the name of the representative is not clearly defined.
    • Receive powers from shareholders for Assembly meetings, where the name of the respective representative is not clearly defined.
    • Admit as valid powers conferred by the Shareholders, without fulfilling the requirements established in article 184 of the Commercial Code.
    • Suggest or determine the name of those who will act as proxies in the Assembly.
    • Recommend to Shareholders that they vote for a certain list.
    • Suggest, coordinate, agree with any Shareholder or any representative of Shareholders, the presentation of proposals that must be submitted for consideration at the meeting.
    • Suggest, coordinate or agree with any Shareholder or any representative of Shareholders, the vote for or against any proposal that is presented at the Meeting.

In order to ensure compliance with the indicated measures, and in general, to ensure compliance with Chapter Six of Title I of Part III of the Basic Legal Circular (External Circular 029 of 2014) of the Financial Superintendence of Colombia, As well as the legality of the powers that the shareholders grant for the meeting, the Secretary of the Company is designated as responsible for verifying compliance with the procedures established above, who in the event that there is a breach of these instructions will inform the Board of Directors prior to the holding of the ordinary session of the General Assembly of Shareholders and will suggest the necessary measures to avoid inconveniences or shortcomings in the application thereof.

Information will be disclosed to the market under the terms of Chapter Six of Title I of Part III of the Basic Legal Circular (External Circular 029 of 2014) of the Financial Superintendence of Colombia.

Sincerely.


(signed)
JORGE MARIO VELÁSQUEZ
Chairman of the Board of Directors
Odinsa S.A.


See attached

Board of Directors decisions

The Board of Directors approved to convene the ordinary meeting of the General Assembly of Shareholders for March 19, 2021 at 10:00 AM in Carrera 43 A No. 1 A Sur – 143, Centro Empresarial Santillana, in the city of Medellin Colombia.
CALL FOR GENERAL SHAREHOLDERS ‘ASSEMBLY

ODINSA S.A. summons the ordinary meeting of the General Assembly of Shareholders to be held in the city of Medellín (Antioquia), on March 19, 2021, at 10:00 AM in Carrera 43 A No. 1 A Sur-143, Santillana Business Center. For the meeting, a biosecurity protocol will be rigorously applied to prevent contagions and affectations by COVID-19, in accordance with the recommendations of the health authorities.

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

ORDER OF THE DAY

  1. Verification of the quorum.
  2. Reading and Approval of the Agenda.
  3. Appointment of a commission for approval and signing of the Minutes.
  4. Reading of the 2020 Management Report jointly by the Board of Directors and the President of the Company.
  5. Presentation of the Financial Statements as of December 31, 2020.
  6. Report of the Statutory Auditor.
  7. Approval of the joint Management Report of the Board of Directors and the President of the Company and of the Financial Statements as of December 31, 2020.
  8. Presentation and approval of 2020 results.
  9. Election and allocation of remuneration of the Board of Directors.
  10. Election and allocation of remuneration of the Statutory Auditor.
  11. Approval of resources for social benefit.
  12. Questions and proposals from shareholders.

Within the term established for the exercise of the right of inspection, the books and other documents provided for in the Law remain at the disposal of the Shareholders who wish to consult them at the Administration offices located in Carrera 43 A No. 1 A Sur-143 Torre Norte Piso 5, telephone: (4) 3198700, Medellín – Colombia, for which they must send a communication to the electronic address: juanita.toro@odinsa.com, in order to attend your request and schedule an appointment to exercise the respective right, in strict compliance with the preventive measures derived from COVID -19.

Shareholders are reminded that the granting of powers of attorney must be carried out in compliance with the provisions contained in Circular 024 of 2010 issued by the Financial Superintendency of Colombia and that in no case may the administrators or employees of the company act as proxies. .

MAURICIO OSSA ECHEVERRI
President