Representation Delaware Shareholders

BOARD OF DIRECTORS CIRCULAR

Sirs
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 SA, in a meeting held on February 22, 2021, in 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 following measures are allowed to be established, aimed at guaranteeing the effective participation and exercise of political rights of all shareholders in the ordinary session of the General Assembly to be held on March 19, 2021.

The legal representatives, administrators and other officers of the Company are ordered to:

  1. Grant all Shareholders a fair and equal treatment.
  2. Refrain from carrying out any conduct that violates the power of the Company’s Shareholders to be represented at the Meeting. By virtue of this, the following conducts are prohibited, whether they are carried out directly or through an intermediary:
    • Encourage, promote or suggest to Shareholders the granting of powers where the name of the representative is not clearly defined.
    • Receive powers from shareholders for Assembly meetings, where the name of the respective representative is not clearly defined.
    • Admit as valid powers conferred by the Shareholders, without fulfilling the requirements established in article 184 of the Commercial Code.
    • Suggest or determine the name of those who will act as proxies in the Assembly.
    • Recommend to Shareholders that they vote for a certain list.
    • Suggest, coordinate, agree with any Shareholder or any representative of Shareholders, the presentation of proposals that must be submitted for consideration at the meeting.
    • Suggest, coordinate or agree with any Shareholder or any representative of Shareholders, the vote for or against any proposal that is presented at the Meeting.

In order to ensure compliance with the indicated measures, 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 established above, who in the event that there is a breach of these instructions will inform the Board of Directors prior to the holding of the ordinary session of the General Assembly of Shareholders and will suggest the necessary measures to avoid inconveniences or shortcomings in the application thereof.

Information will be disclosed to the market under the terms of Chapter Six of Title I of Part III of the Basic Legal Circular (External Circular 029 of 2014) of the Financial Superintendence of Colombia.

Sincerely.


(signed)
JORGE MARIO VELÁSQUEZ
Chairman of the Board of Directors
Odinsa S.A.


See attached