IR Notice of convocation to the General Assembly

Odinsa S.A, informs that today, published in the newspaper El Colombiano the following notice of convocation of the extraordinary General Assembly of Shareholders to be held on November 29, 2022 at 10:00 a.m., in Carrera 43 A No. 1 A Sur – 143, Centro Santillana, of the city of Medellín, Colombia.

The approval of the Company’s asset segregation project is part of the process of creating the airport asset investment platform in Colombia and the region, which, as also reported on September 2, 9, was agreed with Macquarie Asset Management (“MAM”), one of the largest infrastructure managers in the world, for the creation of a strategic alliance through the joint investment between Odinsa and MAM (or its designees) on an investment platform with the airport assets of Odinsa and Grupo Argos in Colombia, including its shareholders in Bogotá’s El Dorado International Airport, through Opain S.A. (Colombia), as well as a joint direct investment in the assets associated with the Mariscal Sucre International Airport in Quito (Ecuador), through Odinsa’s participation in the company Corporación Quiport S.A. The investment platform in Colombia will be made up of an additional compartment in the existing private equity fund in which Odinsa and Macquarie Infrastructure Partners V, a parent of MAM, participate as investors and whose manager is a subsidiary of Odinsa.

The creation of the investment platform is subject to the fulfillment of previous conditions and the obtaining of the corresponding authorizations in both Colombia and Ecuador.

Datos finales Segregación Odinsa

Odinsa S.A. pursuant to Resolution No. 0628 of June 1, 2022 issued by the Financial Superintendence of Colombia, through which a business reorganization operation consisting of a segregation was authorized and giving scope to the relevant information published on June 22, 2022 through which theclosure of the contract for the sale of shares and assets signed with MIP V International AIV, L.P. and its related parties, MIP Cinco Transporte Iberoamérica S.L.U. (“Miptra”) and MIP V Emerald Holdings L.P. (“Mipeld”) and the improvement of the segregation ofthe company’s assets, informsthe details of the value of the assets, liabilities, authorized capital, subscribed and paid capital and the assets of the Company, then of segregation.

The above figures were taken from the most recent financial statements available to the Company, which have a cut-off date of June 30, 2022, which were transmitted to the Financial Superintendence in application of applicable laws .

It is important to note that in the aforementioned transaction, the following acted: (i) Odinsa S.A., as seller; and, (ii) MIP V International AIV, L.P. (“MIP V”), a private infrastructure fund focused on the Americas managed by Macquarie Asset Management (“MAM”), through its affiliates, MIP Cinco Transporte Iberoamérica S.L.U. and MIP V Emerald Holdings L.P., as buyers.
(COP566.826.070.566 ), 50% of its ownership, rights, interests and obligations in relation to the companies Autopistas del Café S.A., Concesión La Pintada S.A.S., Concesión Túnel Aburrá Oriente S.A. and Concesión Vial de los Llanos S.A.S., as well as 50% of the rights of origination with respect to l as private initiatives called Perimetral de la Sabana and Conexión Centro (the ” Road Assets”).
With the aforementioned segregation Odinsa S.A. made contributions in kind from its remaining Road Assets and, for its part, Miptra and Mipeld contributed in kind the Road Assets acquired from Odinsa S.A. and formed an investment platform (the “Platform”) constituted under the laws of the Republic of Colombia. This Platform is initially integrated by: (a) Odinsa Vías S.A.S.; and (b) the Private Capital Fund by Compartments “Odinsa Vías”, whose management company is Fiduciaria Bancolombia S.A. and whose professional manager is Odinsa Gestor Profesional S.A.S., of which Odinsa S.A. is the sole shareholder.

With the improvement of these operations, Odinsa Vías S.A.S. is currently the holder of: (i) The bare ownership of the shares that make up the Road Assets and those corresponding to other project companiesthat are created in the future; and the contractual position in certain agreements signed with respect to the Road Assets, excluding certain certain economic rights deriving from such agreements. For its part, the Private Capital Fund by Compartments “Odinsa Vías” is the owner of: (i) The economic rights of the investments in the Road Assets and in the project companies that are created in the future; (ii) any other economic rights that are assigned to such Road Assets from time to time; (iii) the rights with respect to the active position in the subordinated debt corresponding to the Road Assets; (iv) the economic rights derived from agreements signed with respect to the Road Assets; (v) the contractual position in certain agreements entered into with respect to the Road Assets; (vi) economic obligations arising from agreements or obligations arising from agreements entered into in respect of Road Assets, and, (v) other assets and rights necessary for the proper management of the business of the Platform.

Sustitución garantías

Odinsa S.A. informs that today the guarantees within the financing of its subsidiary Concesión Vial de los Llanos S.A.S. (the “Dealership”) were replaced, as well as the movable guarantees granted and registered were modified. This financing was obtained by the Concessionaire through a bridge loan with Itaú Corpbanca S.A., for an amount of ONE HUNDRED TWENTY BILLION PESOS (COP 120,000,000,000), signed on May 27, 2022 (the “Financing”).

The substitution of guarantees and movable guarantees corresponds to the obligation of Odinsa S.A. to support the Concessionaire changed from 80.996% to 41% (including the shareholding in Concesión Vial de los Llanos S.A.S. of its subsidiaries Odinsa Servicios S.A.S. and Odinsa Proyectos e Inversiones S.A.) The foregoing, in accordance with the authorization previously issued by its Board Directive and as reported through the relevant information mechanism on May 4, 2022.

Odinsa S.A. in its capacity as shareholder, replaced the following guarantees:

I. A security interest contract on the shares that he currently owns in the Concessionaire, which have a book value of COP$4,049,998,000, as of May 4, 2022.
II. A security interest contract on the subordinated debt that the shareholders of the Concessionaire have granted to it, up to its percentage of participation in The Concession, equivalent to 41%; Y
III. Two guarantees to guarantee each of the promissory notes granted by the Concessionaire, for up to 41% of the total amount to be paid, equivalent to its participation and the participation of its subsidiaries Odinsa Servicios S.A.S. and Odinsa PI S.A., that is, up to a value of COP$49,200,000,000.
The resources from the Financing will be used to start the construction of works, while the definitive financing of the Malla Vial del Meta project is obtained. This project includes the construction and improvement of 267.4 kilometers of roads and other necessary works, with an investment of COP 1.58 billion, which will strengthen the connectivity of the Villavicencio-Granada and Villavicencio-Puerto Gaitán corridors, as well as the extension of the Villavicencio Road Ring.

Fitch Ratings

Odinsa S.A. informs that today it was notified by Fitch Ratings of the increase in its long-term rating to ‘AA(col)’ with a Stable Outlook and the affirmation of the short-term rating at ‘F1+(Col)’. Likewise, the rating agency also raised the ratings of its ordinary bond issues for COP 400,000 million and for COP 280,000 million to ‘AA(col)’.

Fitch Ratings, one of the three main risk rating agencies in the world, considered that Odinsa deserves the increase in the rating, taking into account several key factors, such as the consolidation of the road asset platform with a strategic partner such as Macquarie Asset Management ( MAM), his extensive experience in project development, his link with Grupo Argos S.A. as the controlling shareholder (99.9%) with the highest AAA(col)/Stable rating, the strengthening of the capital structure, the reduction of financial debt, the simplification of the corporate structure and the optimization of the asset portfolio .

The AA(Col) rating, given to Odinsa, is a national long-term credit rating. It belongs to the first category, which includes the debt issues with greater certainty about their payment capacity, that is, very attractive issues for investors, who see Fitch’s opinion as an important benchmark for decision-making.
As for F1(Col), it is the highest short-term national credit rating. Indicates strong capacity for timely payment of financial commitments in relation to other issuers or obligations in the same country. It is assigned to the lowest default risk compared to others in the same country and when the liquidity profile is particularly strong, a “+” is added to the assigned rating, as is the case of Odinsa.

In this way, the confidence of the market and investors in Odinsa is further strengthened.