IR Merger

Odinsa S.A. informs that the Board of Directors in ordinary session held today, for
unanimously resolved to instruct, authorize and grant powers to the legal representative of
the Society or whoever takes its place, to carry out all the required activities, tending to
perfect the merger by absorption between Odinsa S.A. and Odinsa Holding Inc. and by virtue
of this, they were granted the powers to sign the corresponding merger commitment

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, through a decision adopted through the written voting
mechanism on June 29, 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, it is allowed to establish the following measures, aimed at guaranteeing the
effective participation and exercise of political rights of all shareholders in the extraordinary
session of the General Assembly that will be held on August 27, 2021.


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

  1. Grant all Shareholders fair and equal treatment.
  2. Refrain from carrying out any conduct that contravenes 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, except
    with special authorization from the Financial Superintendence of Colombia and according to
    the scheme adopted by virtue of the Covid-19 Pandemic.
    • Suggest, coordinate, agree with any Shareholder or with any representative of
    Shareholders, the presentation of proposals that must be submitted to the meeting for
    consideration.
    • Suggest, coordinate or agree with any Shareholder or with 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 previously established
    procedures, who in the event of any breach of these instructions will inform the Board of
    Directors prior to the holding of the extraordinary session of the General Shareholders’
    Meeting 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.

Sincerly,

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

IR Communication closing Pacífico 2

 Odinsa achieves successful refinancing of the Pacífico 2 project with international entities that ratify their trust in Colombia: 

• Concesión La Pintada, in charge of the 4G Pacífico 2 project, signed a credit agreement with 4 major international financial entities: Itaú, SMBC (Sumitomo Mitsui Banking Corporation), BNP Paribas and CDPQ to refinance its obligations. 

• The refinancing, which amounts to USD 260 million, will improve the financing conditions and costs of the project. 

• This operation is good news for the sector and the country, as it once again attracts the attention of international financial institutions. 

• The support of Odinsa and its parent company Grupo Argos, gave the transaction a seal of confidence that motivated the appetite of the international banking market. 

Odinsa, Grupo Argos concessions company, reported today a new milestone for its 4G Conexion Pacífico 2 project, in Antioquia, with which it continues to advance in its purpose of contributing to the country’s connectivity and competitiveness. It involves the signing of a credit agreement, to refinance its obligations in dollars, with four major international entities: Itaú, SMBC, BNP Paribas and CDPQ Revenu Fixe Inc. (division of Caisse de Dépôt et Placement du Québec), for a value of USD 260 million, which will allow to achieve efficiencies and improve the leverage and cost conditions of the project. 

“This positive response from the market shows the confidence of large international investors in the management carried out in Pacífico 2 and the interest to continue investing in Colombia and its infrastructure, as a key sector for reactivation, competitiveness and development” indicated Mauricio Ossa, President of Odinsa, the majority shareholder of Pacífico 2. 

“Itaú celebrates accompanying a great ally such as Odinsa in the refinancing of this important project, which has been managed in the best way. The works are fundamental for the progress of the country, especially for the businessmen and inhabitants of Antioquia, the Eje Cafetero and Valle del Cauca. This high-impact project contributes to the joint objective of leveraging and accelerating the country’s productive reactivation”, stated Jorge Alberto Villa, Vice President of Wholesale Banking at Itaú Colombia. 

“At BNP Paribas we remain committed to the growth of Colombia. We consider that infrastructure projects such as Pacífico 2, in charge of first-line sponsors, demonstrate that the works can be done under the established times, costs and technical conditions. These types of projects are vital for the development and competitiveness of the country,  demonstrating the capacity of the local business community to undertake projects of great impact and scope”, said Jorge Valderrama, Country Head of BNP Paribas in Colombia. 

“Pacífico 2 is a transformative project for Colombia that not only encourages efficient circulation of people and goods from production centers to ports, but also boosts national economic activity. As a long-term investor, we are pleased contribute again, in collaboration with other international financial institutions, to the refinancing of a key infrastructure that will have a constructive impact on trade and mobility of generations to come, “said Marc Cormier, Executive Vice President and Head of Fixed Income of CDPQ. 

The project, in charge of Concesión La Pintada, reports 99.8% progress of the work, positioning itself among the first fourth generation (4G) road concessions that will end its stage of construction in the third quarter of 2021. It comprises 96.5 kilometers in the sections between Primavera – La Pintada and La Pintada – Bolombolo that will facilitate the strategic connection between departments of the north of the country, Antioquia, the Coffee Axis and the Pacific. This significant progress of work and the positive results of the project in terms of mobility, operation and social and environmental management, added to the support of Odinsa and its parent company Grupo Argos printed on the transaction a seal of confidence in the banking market, allowing a positive response and the achievement of favorable conditions for the success of the process. 

In the coming weeks, once the precedent conditions of the credit are met, it will be carried out the disbursement of resources that will be used to repay the existing debt in dollars, the payment of a dividend to the shareholders and the operation of the project. 

Finally, it should be remembered that Pacífico 2 was the fifth project of the 4G program to receive its disbursement for the financial closing in 2017, in which international entities entered for the financing of 4G projects in Colombia such as Itaú and CDPQ Revenu Fixe Inc. who They confirm their confidence in the project by also participating in the refinancing. 

For additional information contact: 

Viviana Arroyave, Director of Communications / varroyave@odinsa.com / 3176469218 

Luisa Díaz, communications analyst / luisadiaz@dattis.com / 322 366 4488 

Visit www.odinsa.com and our social networks @SomosOdinsa on Twitter I Odinsa on LinkedIn Download photos of the project by clicking on the following link: https://we.tl/t-e6td2UbyHU 

Odinsa achieves successful refinancing of the Pacífico 2 project with international entities, this ratify their confidence in Colombia

  • Concesión La Pintada, which is in charge of the 4G Pacífico 2 project, signed a credit agreement with four major international financial institutions: Itaú, SMBC (Sumitomo Mitsui Banking Corporation), BNP Paribas and CDPQ to refinance its current debt.  
  • The refinancing, which amounts to US$260 million, will improve the project’s financing conditions and costs.
  • This operation is good news for the sector and the country, as it once again attracts the attention of international investors.
  • The support of Odinsa, its holding company Grupo Argos, and John Laing, shareholders of the concession, gives the transaction a trustworthy seal of approval that motivates the interest of the international banking market.

Medellín, Colombia, July 21th, 2021. Odinsa, a Grupo Argos concession company, reported today a new milestone in its 4G Conexión Pacífico 2 project, in Antioquia, which continues to advance in its purpose of contributing to the connectivity and competitiveness of the country. A new credit agreement was signed in order to refinance its debt in dollars. Four important international entities participated in the transaction: Itaú, SMBC, BNP Paribas and CDPQ Revenu Fixe Inc. (a wholly-owned subsidiary division of Caisse de dépôt et placement du Québec), for a total of US$260 million, which will support efficiencies and improve the project’s leverage and cost structure.

This positive market response shows the confidence of large international investors in Pacífico 2’s management and their interest in continuing to invest in Colombia and its infrastructure, as a key sector for reactivation, competitiveness, and development,” said Mauricio Ossa, president of Odinsa, the majority shareholder of Pacífico 2.

Itaú is pleased to accompany a great partner such as Odinsa in the refinancing of this important project, which has been handled in the best possible way. The works of the project are fundamental for the progress of the country, especially for the companies and the people of Antioquia, the Eje Cafetero and Valle del Cauca. This high-impact project contributes to the joint objective of leveraging and accelerating the country’s productive reactivation,” said Jorge Alberto Villa, Vice President of Wholesale Banking at Itaú Colombia.

At BNP Paribas we remain committed to Colombia’s growth. We consider that infrastructure projects such as Pacífico 2, in charge of first-class sponsors demonstrate that works can be done under the established time, cost and technical conditions.  These projects are vital for the development and competitiveness of the country, showing the capacity of local entrepreneurs to develop projects of great impact and scope“, said Jorge Valderrama, Country Head of BNP Paribas in Colombia.

“Pacífico 2 is a transformative project for Colombia, supporting the efficient movement of people and goods from production centres to ports and increased domestic economic activity. As a long‑term investor, we are happy to contribute again, alongside international financial partners, to the financing of key infrastructure that will have constructive impacts for trade and mobility for generations to come,” said Marc Cormier, Executive Vice-President and Head of Fixed Income at CDPQ.

The project responsible for Concesión La Pintada reports 99.8% of work completed, positioning it among the first fourth-generation (4G) roadway concessions that will finish its construction stage in the third quarter of 2021. It includes 96.5 kilometers in the Primavera-La Pintada and La Pintada-Bolombolo sections, which will facilitate the strategic connection between northern departments of the country, Antioquia, the Eje Cafetero, and the Pacific Coast.

The project’s significant advancement of work, and the positive results in terms of mobility, operations, and social and environmental management, combined with the support of shareholders, Odinsa, its holding company Grupo Argos, and John Laing, provide a seal of confidence in the banking market, allowing a positive response and the achievement of positive conditions for the success of the process.

In the coming weeks, subject to the fulfilment of contractual conditions, funds will be disbursed and used for the payment of debt, shareholder dividends, and project operations.

Finally, it should be recalled that Pacífico 2 was the fifth project of the 4G program to receive its disbursement for the financial close in 2017, in which international entities for the financing of 4G projects in Colombia, such as Itaú and CDPQ, reiterate their confidence in the project by also participating in the refinancing today.

For additional information contact:

Viviana Arroyave, Communications Director / varroyave@odinsa.com / 3176469218.

Visit www.odinsa.com and our social networks @SomosOdinsa on Twitter and Odinsa on LinkedIn.