Board Of Directors´Extraordinary AGA

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. 

 CALL FOR GENERAL SHAREHOLDERS ‘ EXTRAORDINARY ASSEMBLY 

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. toro@odinsa.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 

President 

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. 

IR Company creation

 ODINSA S.A. informs that it constituted a company called ODINSA VÍAS SAS, domiciled in Medellín (Colombia), whose main corporate purpose is the study, design, planning, implementation, financing and exploitation of all activities and works of engineering and architecture, inside or outside the country, including concessions, public-private associations, “Design, Construction, Operation and Transfer” contracts and construction or public works contracts that include the obligation of financing. 

The participation in the new company will be direct (100%), with an initial investment of COP 20 million. 

The constitution of this company is part of the process of creating the structure of 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 sale and purchase of its equity interests in highway concessions 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. 

Successful closing of the issue of Tunnel Aburrá Oriente for $ 700,000 million in the Colombian capital market

 • This fact represents a milestone in the country’s infrastructure and concessions sector, given that it is the first issue of bonds in pesos in the Colombian capital market to finance this type of infrastructure projects. 

• The support of Odinsa and its parent company Grupo Argos gave the transaction a seal of confidence that motivated the market’s appetite. 

• The active participation of investors, with a demand of more than $ 1.1 trillion, shows the support for the concession and its management, as well as the interest in the infrastructure sector in Colombia. 

• This operation had Grupo Bancolombia Capital as coordinator, structuring of the offer and leading placement agent, in addition to being one of the anchor investors of the issue. 

Medellín, September 6, 2021. Odinsa, Grupo Argos concessions company, reported the successful closing of the bond issue of the Túnel Aburrá Oriente Concession, carried out today, September 6, for an amount of $ 700,000 million pesos, which had a demand of more than $ 1.1 billion pesos. This fact marks a milestone in the infrastructure sector in Colombia as it is the first bond issuance directed in the local capital market, in pesos, through the Colombian Stock Exchange, to finance this type of infrastructure projects. . 

The issue, which obtained an AA + credit rating from BRC Standard & Poor’s, had Grupo Bancolombia Capital as coordinator, structuring of the offer and leading placement agent and, the accompaniment of Odinsa, as majority shareholder of the concession, matters that printed a seal of support and reassurance for investors throughout the transaction. 

“This positive response from the Colombian market demonstrates the confidence in the management developed by the concession and ratifies the interest in continuing to invest in the country and in its infrastructure, as a key sector for competitiveness and development,” said Mauricio Ossa, president of Odinsa. 

For this operation, the issue was directed to the second market with the participation of institutional investors and, with it, culminates a refinancing project that began in December 2020 in the banking market. This process of financial optimization will allow the concession to improve its debt structure by lengthening its term and reducing the financial cost of the project. 

“The mobilization of various capacities for the successful development of this operation reconfirms our commitment to promoting sustainable economic development that seeks for the well-being of all,” said Juan Carlos Mora, president of Grupo Bancolombia. “This purpose also led us to make a significant effort to participate as investors in an operation that improves the conditions of this work, which is a benchmark for the competitiveness and economic growth of the country,” he added. 

The successful issuance and placement process reflects the support for what has become one of the most relevant road corridors in Antioquia with a traffic of more than 15 million vehicles in the last 2 years. This iconic work managed to strategically interconnect the valleys of Aburrá (Medellín) and San Nicolás (Rionegro) and reduce travel times by 55% between these subregions of great economic dynamism in Antioquia through tunnels, viaducts and road interchanges that today they are benchmarks of national engineering and bring great benefits to the department. 

“Being the first concession in Colombia to make an issue with these characteristics motivates and challenges us to continue to carry out an integral management of the project, under the highest sustainability standards; promoting safe mobility; strengthening our services and implementing technologies that provide an excellent experience to users who pass through one of the most representative regions of Colombia, ”said Carlos Preciado, manager (e) of Concesión Túnel Aburrá Oriente. 

With this type of project, the Concession optimizes its current investments, generating resources that allow new investments with high social, environmental and economic value to continue generating connectivity for its users, with infrastructure and sustainable practices that contribute to the competitiveness of Antioquia and the country. 

The details of the placement are as follows: 

Serie 
Subseries A8 B8 
Term 8 years 8 years 
Indexing IBR IPC 
Date of issue September 6th 2021 September 6th 2021 
Due date September 6th 2029 September 6th 2029 
Rate of return offered IBR + 3.46 N.A.T.V. IPC + 4.45 E.A. 
Cut Rate IBR + 3.10 N.A.T.V IPC + 4.15 E.A 
Interest payment frequency TV TV 
Base 360 365 
Interest payment dates December 6,  March, June 6 and September 6, from the date of issue and until the expiration date or total redemption of the  capital December 6,  March, June 6 and September 6, from the date of issue and until the expiration date or total redemption of the  capital 
Amount Demanded (COP) $779.900.000.000 $382.700.000.000 
Amount Awarded (COP) $455.000.000.000 $245.000.000.000 

Para información adicional contacte a: 

Viviana Arroyave, directora de Comunicaciones / varroyave@odinsa.com / 3176469218 

Lina Vélez, líder de comunicaciones Concesión Túnel Aburrá Oriente /lvelez@tuneloriente.com/ 3162701338 

Visita www.odinsa.com y nuestras redes sociales @SomosOdinsa en Twitter I Odinsa en LinkedIn 

www.tuneloriente.com y @ConcesionTAO en Twitter 

Descarga fotografías del Túnel en el siguiente link: https://we.tl/t-YD25FIeCFF 

IR securities interest Túnel Aburrá

 It is reported that with prior authorization from the Board of Directors, Odinsa S.A. constituted a security interest over 100% of its shares in the company Concesión Túnel Aburrá Oriente S.A. 

Odinsa S.A. owns 983,759 shares of the company Concesión Túnel Aburrá Oriente S.A., for which it is the controlling shareholder of said company with a 52.62% stake. 

The security interest was granted in favor of the bondholders of the issuance of guaranteed ordinary bonds for a total amount of $ 700,000,000,000 (The “Issuance”) of the Fidubogotá / Concesión Aburrá Oriente S.A. Trust. (The “Issuer”), managed by Fiduciaria Bogotá S.A. in the second market, and in order to support the guaranteed obligations derived from said Issue. 

The Issuance of the Trust Fidubogotá / Concesión Aburrá Oriente SA, according to the opening notice of the book published today on the website of the Fidubogotá Trust Company in its capacity as spokesperson and administrator of the Issuer, with access exclusively for professional investors who have shown interest in The Issuance is scheduled for next Monday, September 6, 2021.