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.

Otorgamiento Garantía Crédito Puente

Odinsa S.A. informs that today the guarantee contracts and endorsements listed below were registered in the registry of security interests, within the financing of its subsidiary Concesión Vial de los Llanos S.A.S. (the “Concessionaire”), in which it has a shareholding of 80.996%. The foregoing, in accordance with the authorization previously issued by its Board of Directors and as reported through the relevant information mechanism on May 4, 2022.

The 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.
Odinsa S.A. in its capacity as shareholder, subscribed:
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 80.996%, and, iii. Three guarantees to guarantee each of the promissory notes granted by the Concessionaire, for up to 81% 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 $97,200,000,000.

The resources will be used to begin the construction of the works, while final financing for 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.

Closing contract Macquarie

Odinsa S.A. (the “Company”) informs that today, and after fulfilling the agreed precedent conditions, the closing foreseen in the contract for the sale of shares and assets has taken place, the conclusion of which was reported to the market on September 2, 2021. In said contract acted: (i) the Company, 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. (“Miptra”) and MIP V Emerald Holdings L.P. (“Mipeld”), as buyers.

With said closing, the Company has transferred, for an amount of FIVE HUNDRED SIXTY-SIX THOUSAND EIGHT HUNDRED TWENTY-SIX MILLION SEVENTY THOUSAND FIVE HUNDRED SIXTY-SIX PESOS (COP566.826.070.566), 50% of its property, rights, interests and obligations in relation to the companies Autopistas del Café S.A., Concesiones La Pintada S.A.S., Concesiones Túnel Aburrá Oriente S.A. and Concesión Vial de los Llanos S.A.S., as well as 50% of the origination rights regarding the private initiatives called Perimetral de la Sabana and Conexión Centro (the “Road Assets”).

As a result of the foregoing, on this date, the segregation of assets, liabilities and contracts approved by the General Assembly of Shareholders of the Company at its extraordinary meeting on November 23, 2021, which had been reported to the market on that same date, and which was authorized by the Financial Superintendence of Colombia through Resolution No. 628 of June 1, 2022, as reported to the market on June 2, 2022.
With said segregation, the Company, together with MIP Cinco Transporte Iberoamérica S.L.U. (“Miptra”) and MIP V Emerald Holdings L.P. (“Mipeld”), formed an investment platform (the “Platform”) constituted under the laws of the Republic of Colombia, and contributed their shares in the Road Assets. Said Platform is initially made up of: (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 the Company is the sole shareholder.

With the improvement of the aforementioned operations, Odinsa Vías S.A.S. will be the holder of: (i) The bare ownership of the shares that make up the Road Assets and those corresponding to other project companies that are created in the future; and the contractual position in certain agreements signed regarding the Road Assets, excluding the economic rights derived from said agreements. For its part, the Private Capital Fund by Compartments “Odinsa Vías” will be the holder 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 right that is assigned to such Road Assets from time to time; (iii) the rights regarding the active position in the subordinated debt corresponding to the Road Assets; (iv) the economic rights derived from agreements signed regarding the Road Assets; (v) the contractual position in certain agreements signed regarding the Road Assets; (vi) the economic obligations derived from agreements or the guarantee obligations derived from agreements signed regarding the Road Assets, and, (v) other assets and rights necessary for the proper management of the Platform’s businesses.

For the execution of the operations described, the procedures were carried out with the corporate bodies of the company (Board of Directors and Assembly of Shareholders), as well as actions before the corresponding government entities, namely, the Financial Superintendence of Colombia, the Superintendence of Industry and Commerce and the National Infrastructure Agency. Likewise, confirmation of the rating of the Company and its issues by Fitch Ratings was obtained and the approvals of the Company’s investors, financial creditors and bondholders were received.
This transaction represents a great milestone for infrastructure in Colombia. Its improvement demonstrates once again the confidence of first-rate foreign investors in the country, in the infrastructure sector and in the Company

Super Financial Authorization

Odinsa S.A. reports that today he was notified by the Superintendencia Financiera de Colombia the Resolution No. 0628 of June 1, 2022, whereby the said entity authorized a business reorganization operation consisting of a spin-off of its road assets located in Colombia.

As indicated on September 2, 2021, Odinsa S.A. has been creating a platform for investment of road assets. The constitution of said platform is advanced by virtue of a strategic alliance entered into with Macquarie Infrastructure and Real Assets (“MIRA”) and its affiliate, 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. The strategic alliance includes the sale and contribution of its shareholdings in the road concessions to the platform, which includes the creation of a private capital fund in which they will participate Odinsa and MIP V and whose professional manager is a subsidiary of Odinsa that was established for this purpose.

For this purpose, the companies signed a contract for the sale of shares and assets that contemplates the necessary operations for the constitution of the platform of investment, whose closing and improvement is subject to the fulfillment of certain conditions precedents, among which is the aforementioned authorization from the Superintendencia Financiera.

The investment platform will manage Odinsa’s current road assets in Colombia, wich includes La Pintada S.A.S. Concession, Aburrá Oriente S.A. Tunnel Concession, Autopistas del Cafe S.A. and Concesión Vial de los Llanos S.A.S., with a consolidated valuation close to COP 4.3 trillion; would manage the private initiatives that Odinsa has been leading to date in the road sector in Colombia, among which are the IP Perimetral de la Sabana and the IP Central Connection, as well as the eventual expansion of the Aburrá Oriente Tunnel concession, which in If awarded, they would have significant financial backing and the technical strength for its management and, additionally, it would continue to explore other opportunities to create value through the development of new projects.