IR publication notice of merger

 Odinsa S.A. informs that in the weekend edition (28-29.08.2021) of the newspaper La República the following was published: 

“NOTICE OF MERGER 

The undersigned, respectively legal representative of Odinsa SA, a duly constituted stock company with main domicile in Medellín, Colombia (the “Absorbing Company”) and Odinsa Holding Inc., a company incorporated and existing in accordance with the law of the British Virgin Islands, with main domicile in Road Town, British Virgin Islands (the “Absorbed Company”), in compliance with article 174 of the Commercial Code, we inform the public that: (i) the General Assembly of Shareholders of the Absorbing Company, meeting in extraordinary session on August 27, 2021, and, (ii) the Sole Shareholder of the Absorbed Company, by means of a sole shareholder act dated August 27, 2021 respectively, approved a Merger Commitment by virtue of which the Absorbing Company, absorbs the Absorbed Company. 

The following table summarizes the accounting situation of the Absorbing Company, as established in its individual, extraordinary and audited special purpose financial statements, as of May 31, 2021. Figures with an asterisk are expressed in thousands of Colombian pesos; Figures without an asterisk are expressed in their real value:

ACCOUNTING DATA ODINSA S.A. 
Net worth COP$1.652.394.870* 
Total Assets COP $3.494.175.672* 
Total Liabilities COP $1.841.780.802* 
Subscribed and paid capital COP $19.604.682.200 
Subscribed Shares 196.046.822 
Par value of the share COP $100 

 The following table summarizes the accounting situation of the Absorbed Company, as established in its individual, extraordinary and audited special purpose financial statements, as of May 31, 2021. Figures with an asterisk are expressed in thousands of United States dollars United; figures without an asterisk are expressed in their real value: 

ACCOUNTING DATA ODINSA HOLDING INC. 
Net worth USD$ 431.478* 
Total Assets USD$ 643.293* 
Total Liabilities USD$ 211.815* 
Subscribed and paid capital USD$ 180.278 
Subscribed Shares 180.278 
Par value of the share USD$ 1 

On the other hand, the undersigned legal representatives, tax auditors and accountants of the companies involved in the merger operation, certify that: 

1. The valuations of the Absorbing Company and the Absorbed Company were made using the accounting book value as of May 31, 2021. 

2. Taking into account that the sole shareholder of Odinsa Holding Inc. is Odinsa S.A., there will not be a share exchange operation for Odinsa S.A. as a company resulting from the Merger. 

In proof of the foregoing, this Merger Notice is signed in Medellín, Colombia, on August 27, 2021. 

IR merger approval by the General Assembly

Odinsa S.A. informs that, in an extraordinary meeting of the General Shareholders’ Meeting, held today, the Merger Agreement signed between the Odinsa S.A. companies was approved. (as the absorbing company) and Odinsa Holding Inc. (as the absorbed company) and likewise, the separate extraordinary financial statements of special purpose and duly audited were approved, with a cutoff of May 31, 2021 

Relevant Information guarantees Pintada

 Odinsa S.A. informs that today it signed several contracts and guarantees within the process of restructuring the debt in dollars from its subsidiary Concesión La Pintada S.A.S. (“The Concessionaire”), in which it has a 78.85% shareholding. 

The said restructuring was carried out with the following international entities: Itaú Corpbanca (New York Branch), Sumitomo Mitsui Banking Corporation, BNP Paribas and CDPQ Revenu Fixe Inc., for a total value of up to $ 278 million. 

Odinsa S.A. as a shareholder and member of the EPC contractor consortium, signed the modification of the following documents: i) the security interest on the shares of the Concessionaire, ii) the security interest on the subordinated debt that the shareholders of the Concessionaire have granted it, iii) the conditional transfer of the EPC contract, iv) the promoter agreement, and, v) the direct EPC agreement. 

The restructuring will allow the Concessionaire to improve the profile of its financial debt 

and pay its shareholders part of the subordinated debt. 

IR transmission Financial statments second quarter

 Odinsa S.A., informs that under the regulatory technical framework based on the International Financial Reporting Standards-IFRS, it transmitted to the Financial Superintendence of Colombia, the following consolidated and separate Financial Statements, as of June 30, 2021, as follows: 

(i) Statements of Financial Position 

(ii) Statement of Comprehensive Income 

(iii) Statement of other comprehensive income 

(iv) Statement of Cash Flows, and, 

(v) Statement of Changes in Equity