Publicación Aviso Convocatoria AGA

Odinsa S.A. reports that today, it published in the newspaper El Colombiano, the notice of convocation to the ordinary meeting of the General Assembly of Shareholders, which is reproduced below:

BOARD OF DIRECTORS CIRCULAR

MEASURES FOR THE GENERAL SHAREHOLDERS’ MEETING

Gentlemen
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 S.A., in a decision adopted through the written voting mechanism today, February 23, 2022, in compliance withChapter Six of Title I of Part III of the Basic Legal Circular (External Circular 029 of 2014) of the Financial Superintendence of Colombia, is allowed to establish the following measures, aimed at guaranteeing the participation and exercise of the political rights of all shareholders in the ordinary session of the General Assembly to be held on March 23, 2022.
The legal representatives , administrators and other officials of the Company are ordered to:

  1. To grant all Shareholders equal and equal treatment.
  2. Refrain from any conduct that contravenes the power of the Shareholders of the company to be represented at the Meeting. In this virtue, the following behaviors are prohibited,

• Encourage, promote or suggest to the Shareholders the granting of poderes where the name of the representative is not clearly defined.
• Receive from the shareholders powers for the meetings of the Assembly, where the name of the respective representative is not clearly defined.
• Admit as valid powers conferred by the Shareholders, without the fulfillment of the requirements established in article 184 of the Commercial Code .
• Suggest or determine the names of those who will act as proxies in the Assembly.
• Recommend to Shareholders to vote for a certain list.

• Suggest, coordinate, agree with any Shareholder or with any representative of Shareholders, the presentation of proposals to 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 measures indicated, 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 previously established, who in the event that any breach of this instruction occurs will inform the Board Board of directors before the ordinary session of the General Shareholders’ Meeting and will suggest the necessary measures to avoid inconveniences or shortcomings in the application of the same.
Information will be disclosed to the market under the terms of Chapter Six of Title I of Part III of the Legal Basic Circular(External Circular 029 of 2014) of the Financial Superintendence of Colombia.


Cordially
Fdo.


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

Authorized to convene the ordinary General Meeting of Shareholders

Odinsa S.A. is allowed to inform that the Board of Directors, upon favorable recommendation of the Audit, Finance and Risk Committee, in a unanimous decision adopted through the written voting mechanism today, approved the separate and consolidated Financial Statements at the end of the year with a cut-off period. as of December 31 , 2021 and the opinion of KPMG as fiscal reviewer.
Additionally, the Meeting authorized to convene the ordinary General Meeting of Shareholders, which will be held in person on March 23, 2022, at 3:00 PM, in order to put the aforementioned documents for consideration.
Below is the notice of call that will be published for this purpose.

ODINSA S.A. convenes the ordinary meeting of the General Shareholders’ Meeting to be held in the city of Medellín (Antioquia), on March 23, 2022, at 3:00 PM, at Carrera 43 A No. 1 A Sur-143, Santillana Business Center. For the meeting, a biosecurity protocol will be rigorously applied to prevent infections and affectations by COVID-19, in accordance with the recommendations of the health authorities.
The following agenda shall be submitted to the Assembly for consideration:

  1. Quorum verification.
  2. Reading and Approval of the Agenda.
  3. Appointment of a committee for approval and signature of the Minutes.
  4. Reading of the Joint Management Report 2021 of the Board of Directors and the President of the Company.
  5. Presentation of the Financial Statements as of December 31, 2021.
  6. Report of the Fiscal Reviewer.
  7. Approval of the Joint Management Report of the Board of Directors and the President of the Company and the Financial Statements as of December 31, 2021.
  8. Presentation and approval of the Profit Distribution Project Year 2021.
  9. Election and allocation of remuneration of the Board of Directors.
  10. Election and allocation of remuneration of the Fiscal Reviewer.
  11. Approval of resources for social benefit.
  12. Shareholder proposals and concerns.

Within the term established for the exercise of the right of inspection, the books and other documents provided for in the Law are available to Shareholders who wish to consult them at the offices of the Administration located at 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 meet their request and schedule an appointment for the exercise of the respective right, giving strict compliance with the preventive measures derived from COVID-19.
The shareholders are reminded that the granting of powers must be made 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 society.


MAURICIO OSSA ECHEVERRI
President

Registro público de fusión

Odinsa S.A. informs that on February 15, 2022, the public deed by which the merger by absorption with Odinsa Holding Inc. was formalized was registered in the Mercantile Registry . (absorbed company), which was authorized by the Financial Superintendence of Colombia through Resolution No. 1558 of December 22, 2021.
By virtue of this merger process, Odinsa S.A. absorbed Odinsa Holding Inc. and Odinsa S.A. transferred en bloc to Odinsa S.A. all of its assets, liabilities and equity.
The value of the assets, liabilities, equity, subscribed and paid capital of the participating companies prior to the merger by absorption in favor of Odinsa S.A. as an absorbing company, as well as the estimated resulting values once the merger process has been formalized , are as follows: