The Board of Directors approved to call the extraordinary meeting of the General Assembly of Shareholders for November 23, 2021 at 10:00 AM, in Carrera 43 A No. 1 A Sur – 143, Centro Empresarial Santillana, of the city from Medellín, Colombia.
ODINSA S.A. calls the extraordinary meeting of the General Assembly of Shareholders to be held in the city of Medellín, on November 23, 2021, at 10:00 AM in Carrera 43 A No. 1 A Sur-143, Centro Empresarial Santillana.
For the meeting, a biosecurity protocol will be rigorously applied to prevent contagion and affectations by COVID-19, in accordance with the recommendations of the health authorities.
The following 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. Approval of special purpose financial statements of Odinsa S.A., as of August 31, 2021.
5. Reading of the opinion of the statutory auditor on the special purpose financial statements of Odinsa S.A., cut-off on August 31, 2021.
6. Review and approval of the asset segregation project of Odinsa S.A. (segregating), together with all its annexes, in the terms of Part III, Title I, Chapter IV (Operations that Require Authorization of the Financial Superintendency of Colombia – Exclusive Controllers) of the Basic Legal Circular of the Financial Superintendence of Colombia.
7. Authorization delegation of powers in the Board of Directors for any other authorization of the General Assembly of Shareholders that may eventually be required on the occasion of this project of segregation of assets before government authorities or third parties.
Within the term established for the exercise of the right of inspection, the documents that order the current regulations, including the project for the segregation of assets, will be available to shareholders who wish to consult them, from October 29 to November 23 of 2021, in the offices where the Administration works, located in Carrera 43 A No. 1 A Sur-143, telephone: (4) 3198700, Medellín – Colombia, for which they must send a communication to the electronic address: juanita. email@example.com, in order to attend to your request and schedule an appointment to exercise the respective right, in strict compliance with the preventive measures derived from COVID -19.
Shareholders are informed that the projected asset segregation operation does not correspond to a merger, spin-off or transformation operation and, consequently, there will be no exercise of the right of withdrawal, in the terms of article 13 of Law 222 of 1995, without prejudice to the free negotiation of the Company’s shares, under the terms of its bylaws.
Likewise, shareholders are reminded that the granting of powers must be carried out in compliance with the provisions contained in Circular 024 of 2010 issued by the Financial Superintendence of Colombia and that in no case may the administrators or employees of the company act as proxies.
MAURICIO OSSA ECHEVERRI
The approval of the Company’s asset segregation project is part of the process of creating the investment platform for road assets in Colombia and the region, which, as reported on September 2, was agreed with Macquarie Infrastructure Partners V ( “MIP V”), a private infrastructure fund focused on the Americas managed by Macquarie Asset Management (“MAM”), one of the largest infrastructure managers in the world, for the purchase and sale and contribution of its equity interests in the concessions roads in Colombia to the aforementioned platform. This process will also include the creation of a private equity fund in which Odinsa and MIP V will participate and whose professional manager will be an Odinsa subsidiary that will be set up for this purpose. The creation of the investment platform is subject to the fulfillment of precedent conditions and the obtaining in Colombia of the corresponding government authorizations.