annual report odinsa 2016 · concession for the collection of invias tolls 86 constructora bogotá...

Annual Report Odinsa

2016

Caption: Concesión Boulevard Turístico del Atlántico, Dominican Republic

CONTENTS

01 Company Profile 05 Overview 06 Investment Portfolio 07 Board of Directors – Profiles 08 Steering Committee – Profiles 10 02 Letter from the Chairman of the Board of Directors 15 03 Management Report 19 Results 22 Share Performance 22 Important Facts 23 Upcoming Matters 29 Foreseeable Evolution of the Company 30 Legal Affairs 31 04 Good Governance 33 05 Relationship with Investors 37 06 Development and Wellbeing of Human Talent 41 07 Business Lines 47 Road Concessions 48 Colombia 50 Autopistas del Café 50 Concesión Vial de los Llanos 54 Concesión Santa Marta – Paraguachón 58 Concesión La Pintada 62 Dominican Republic 66 Autopistas del Nordeste 66 Boulevard Turístico del Atlántico 72 Aruba 80 Green Corridor 80 Other road infrastructure business 84 Odinsa Projects and Investments Concession for the collection of INVIAS tolls 86 Constructora Bogotá Fase III S.A., CONFASE 87 Odinsa Services 89 Airport Concessions 90 Colombia 92 El Dorado Airport – OPAIN S.A. 92 Ecuador 98 Mariscal Sucre International Airport – Corporación Quiport S.A. 98 Energy Business 102 Panamá 104 Generadora del Atlántico GENA 104 Chile 108 Generadora del Pacífico GENPAC 108 08 Consolidated Financial Statements 113 09 Separated Financial Statements 127 10 Annex 1 – Contingencies 141

01 | COMPANY PROFILE A company of Grupo Argos

Odinsa | Annual Report | 2016 www.odinsa.com

01

COMPANY PROFILE

Overview

Company Profile

[Image: Dominican Republic, Aruba, Panama, Colombia, Ecuador, Chile]

Odinsa, an affiliate of Grupo Argos, is one of the strategic businesses engaged mainly in the

structuring, promotion, management and development of infrastructure, road and airport

projects. The human and technical quality of the team, their responsible practices, their high

corporate government standards, and their commitment to sustainability provide a

competitive advantage that has allowed Odinsa to position as one of the most important

companies in the infrastructure sector, in Colombia and Latin America.

In 2016, the Company focused its portfolio of assets on the vial and airport concessions,

maintaining a healthy balance between projects in stages of structuring, building and

operation. Also, the Company strengthened its strategic and financial position for the long

term.

The creation of value for shareholders is based on diversifying their investments and

geographies through a wide portfolio including mature businesses and new projects with

high potential for development, where ethics, transparency, high corporate governance

standards and absolute commitment to sustainability prevail. Odinsa issues local bonds and

its shares are traded on the Colombian Stock Exchange (BVC); this entity awarded our

Company with recognition for adopting good practices on information disclosure and

relationship with investors, for the fourth year in a row.

Odinsa’s headquarters and business address are located in Medellín, Colombia. Odinsa

participates in projects located in six countries.

Odinsa’s commitment to sustainability is evidenced in infrastructure projects that facilitate

connectivity and transform the reality of the communities in its areas of influence. This boosts

development and economic growth in the countries where it is present.



Investment Portfolio

PROJECTS IN COLOMBIA

GRUPO ARGOS

ODINSA

ODINSA HOLDING

Investment Vehicle

ODINSA SERVICES

Signage service provider to concessions

ODINSA PI

Concesión La Pintada

Vial Concession

Project Stage: Start of work

Location: Antioquia

Concesión Vial de los Llanos

Vial Concession

Project Stage: Start of work

Location: Meta

Autopistas del Café

Vial Concession

Project Stage: Operation and Maintenance

Location: Caldas, Quindío, Risaralda

Santa Marta, Paraguachón

Vial Concession

Project Stage: Operation and Maintenance

Location: Guajira y Magdalena

Constructora Bogotá FASE III S.A. – CONFASE

Public Work Agreement

Project Stage: Maintenance

Location: Bogotá D.C.

El Dorado Airport – OPAIN

El Dorado Airport Bogotá Concession

Project Stage: Building

Location: Bogotá D.C.



PROJECTS ABROAD

GRUPO ARGOS

ODINSA

ODINSA PI

ODINSA HOLDING

Investment vehicle

Majoram Riverside Company

Investment vehicle

Quiport Holding

Investment vehicle

Autopistas del Nordeste

Vial Concession

Project Stage: Operation and maintenance

Location: Dominican Republic

Boulevard Turístico del Atlántico

Vial Concession


Location: Dominican Republic

Generadora del Atlántico

Power Generation Plant

Project Stage: Commercial operation

Location: Panama

Generadora del Pacífico

Power Generation Plant in Chile

Project Stage: Commercial operation

Location: Chile

Aruba Green Corridor

Vial Concession

Project Stage: Building

Location: Aruba

Corporación Quiport S.A.

Mariscal Sucre Airport Concession


Location: Ecuador

Road Concessions – Business Unit – Airport Concessions – Business Unit – Divestment Plan – Investment Vehicle



BOARD OF DIRECTORS

JORGE MARIO VELÁSQUEZ JARAMILLO

Chairman

(Executive member)

Education

- Civil Engineer from Escuela de Ingeniería de Antioquia

- Specialist in Industrial Operations with emphasis in the Cement Industry from

Confederation of British Industries

- Studies at Kellogg School of Management, Universidad de Los Andes and Stanford

University.

Experience

- General Manager at Cementos del Nare S.A.

- President at Cementos Paz del Río S.A.

- Caribbean Region Vice-president and Logistics Vice-president at Cementos Argos

S.A.

- President at Cementos Argos S.A.

- President at Grupo Argos S.A.

ALEJANDRO PIEDRAHITA BORRERO

Vice-chairman

(Executive member)

Education

- Business Administrator from EAFIT.

- MA in Political Sciences of Economic Development from London School of

Economics

- Corporate Finance Studies at Boston University

- Senior Management Studies (PADE) at Inalde Business School, Universidad de la

Sabana

Experience

- Corporate Finance Senior Analyst and Economic Research Director at Corfinsura

- Structuring and Risk Management Manager at Bancolombia

- Capital Market Structuring Vice-president for Investment Banking at Bancolombia

- Corporate Finance Vice-president at Grupo Argos

RICARDO MEJÍA RAMÍREZ

(Executive member)

Education

- Civil Engineer and Administrator from Facultad Nacional de Minas



- Specialist in Hydrology and Hydraulic Resources from Massachusetts Institute of

Technology (MIT)

Experience

- General Manager at Instituto Metropolitano de Valoración de Medellín

- Manager and shareholder at Ingeniería Sanitaria LTDA.

- Manager and shareholder at M y Z S.A.

JORGE ANDRÉS BOTERO SOTO

(Non-executive member)

Education

- Civil Engineer from Escuela de Ingeniería de Antioquia

- Specialist in Finance from EAFIT

- MBA with emphasis on Corporate Finance from Ohio State University

Experience

- Credit Auditing Head at Corfinsura

- Corporate Finance Analyst at Corfinsura

- Project Manager of Corporate Finance at Corfinsura

- Investment Banking Capital Investment Vice-president at Bancolombia S.A.

SERGIO RESTREPO ISAZA

(Non-executive member)

Education

- Business Administrator from EAFIT

- MSc in Management (SLOAN Program) from Stanford University

Experience

- President at Corfinsura

- Executive Vice-president at Grupo Bancolombia

- Capital Market Vice-president at Grupo Bancolombia

LUZ MARÍA CORREA VARGAS

(Executive member)

Education


- Specialist in Finance from EAFIT

- Studies at Harvard Business School, Leadership Executive Program 2010

- Yale School of Management Executive Education, Corporate Governance and

Performance Program 2014



- Chicago Harris, Public Policy. The University of Chicago, Global Trends for Inclusive

Growth 2015.

- Columbia University School of International and Public Affairs, Social Management

Program 2015.

Experience

- General Manager at Construcciones El Cóndor

- Finance Manager at Construcciones El Cóndor

- Administrative Manager at Construcciones El Cóndor

- President of Grupo Cóndor Inversiones S.A.

- Corporate President at Construcciones El Cóndor

SAMUEL RUEDA GÓMEZ

(Executive member)

Education

- Economist from Universidad Jorge Tadeo Lozano

Experience

- Shareholder at Seguros Confianza Swiss Re Corporation

- Shareholder and Manager at Samuel Rueda & Cía. S. en C.

- Shareholder at Inversiones CGS S.A.

- Shareholder at Grupo Conka S.A.S.



Steering Committee

MAURICIO OSSA ECHEVERRI

President

Education


- Specialist in International Marketing from EAFIT

- Senior Management Program from Universidad de la Sabana

- Management Studies at Kellogg School of Management

- Argos Global Management and Strategic Execution Excellence Program, Harvard

Business School

Experience

- Vice-president of Caribbean Region and Legal Representative of Cementos Argos

- Industrial Business Manager and Marketing Country Manager at Cementos Argos

GUSTAVO ORDÓÑEZ SALAZAR

Road Concessions Vice-president

Education

- Civil Engineer from Universidad Javeriana

- Specialist in Corporate Finance from Colegio de Estudios Superiores en

Administración, CESA


Business School

Experience

- Concessions and Technical Vice-president at Odinsa

- Business and Project Coordinator at CSS Constructores and Project Manager at Luis

Héctor Solarte Solarte Company

CARLOS MARIO ALZATE TORO

Administrative and Human Management Vice-president

Education

- Public Accountant from EAFIT

- Specialist in the Senior Management Program from Inalde Business School,

Universidad de la Sabana


Business School



Experience

- Administrative and Human Management Manager at Sator, Carbon Business of

Grupo Argos

- Administrative Manager at Cementos Argos and Cementos El Cairo

PABLO ARROYAVE FERNÁNDEZ

Finance Vice-president

Education

- Business Engineer from Escuela de Ingeniería de Antioquia

- MBA from New York University, specialized in Corporate Finance and Strategy


Business School

Experience

- Merger and Acquisition Manager at Grupo Argos

- Merger and Acquisition Director at Cementos Argos

- Presidency Assistant at Cementos Argos

- Market Analyst for Investment Banking Capitals at Corfinsura

EDUARDO BETTIN VALLEJO

Institutional and Legal Affairs Vice-president

Education

- Lawyer from Universidad de la Sabana

- Specialist in the Senior Management Program from Inalde Business School,

Universidad de la Sabana

- Specialist in CEO Management Program from ADEN Business School, New York

University


Business School

Experience

- President at Sator, Carbon Business of Grupo Argos

- General Secretary at Cementos del Caribe, Colclinker, Tolcemento and Cementos

Paz del Río

- (Acting) President, Executive Vice-president and General Secretary at Acerías Paz

del Río S.A.



Caption: Concesión Autopistas del Café

02 | LETTER FROM THE CHAIRMAN OF THE BoD A company of Grupo Argos


02

LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

El Dorado Airport Concession



Letter from the Chairman of the Board of Directors

Dear Shareholders,

The year 2016 will be marked as of historical relevance in the evolution of Odinsa as a

business organization, influenced by profound changes and new challenges, as this is the

moment of consolidation of this important company as the concession platform of Grupo

Empresarial Argos, becoming the third strategic pillar of our group, focused on infrastructure.

In a context affected by social, political and economic conjunctures of all kind, Odinsa

achieved positive results in 2016, thus positioning as a lead actor of the sector in the Region.

Throughout the year, Odinsa’s Senior Management succession program was successfully

implemented, upon assumption of the company’s presidency by Mauricio Ossa in February,

accompanied by an experienced and determined human talent team, based on the

principles and values that inspire the corporate actions of the companies of Grupo

Empresarial Argos. Such skills are complemented with those existing in the company, this

strengthening leadership to achieve the challenging strategic objectives set.

The increased share of Grupo Argos to 98.55% on Odinsa’s share capital represented an

important milestone in the confidence of our shareholders, most of which decided to accept

shares issued by Grupo Argos in exchange for their respective shares, maintaining their

holding investments in a wider portfolio, thus conserving the exposure to the infrastructure

sector.

In strategy matters, in 2016, Odinsa concentrated on organizing as a focused and coherent

business platform, ready to deploy its competitive strategy. Deep clearance of the portfolio

was carried out, oriented to consolidate its participation in road and airport concessions. In

careful clearance, the Company went from a structure with 13 projects with minority holding

to controlling investments un road concessions in operation (ADN and BTA), projects in

construction (Pacific II and Malla Vial del Meta) and two large airport assets (Bogotá and

Quito). The most attractive projects were selected to access control over them, with holdings

that allow to develop the business model, thereby strengthening value-generating synergic

operations. Throughout the year, the scheduled divestment of non-related assets began as

well, efficiently transferring the capital invested.

In a complex environment, with uncertainties coming from a challenging worldwide

economy, we perceive in a positive way the future performance of Odinsa, based on the

quality of its assets and underpinned in the strategic focusing of profitable growth in the long

term. We are aware that we are currently building solid foundations that will allow us to

deploy the capability to capture value for all of our shareholders, but with the conviction that

we contribute by delivering large infrastructure works that generate progress and

development.

JORGE MARIO VELÁSQUEZ JARAMILLO

Chairman of the Board of Directors



Caption: Concesión La Pintada

03 | MANAGEMENT REPORT A company of Grupo Argos



03

MANAGEMENT REPORT



Management Report

Dear Shareholders and Stakeholders,

While the economic environment of 2016 imposed important challenges including

inflationary effects, devaluation, the truck driver strike, “El Niño” phenomenon, and other

natural events such as the earthquake in Ecuador and Mathew hurricane in the Caribbean,

it is really satisfying to disclose our outstanding results and the most relevant facts for Odinsa

during this period, where we transformed to strengthen the strategic focus defined.

In 2016, by means of a Takeover Bid in the public stock market, Grupo Argos reaffirmed its

position within Odinsa by increasing its interest to 98.55%, thus demonstrating confidence

in the Company, the sector and the future of our projects and business. In 2015, this

important infrastructure parent company in process of international growth, leader in

corporate governance and sustainability, had become the controlling shareholder of Odinsa.

In the Ordinary Assembly held on March 18, we bade farewell to Mr. José Alberto Vélez as

the Chairman of the Board of Directors, who resigned from Grupo Argos as set forth in the

Code of Good Governance. Mr. Vélez is a visionary leader, who leaves a fruit-bearing and

significant legacy. On the same day, we pleasantly welcomed Mr. Jorge Mario Velásquez to

replace Mr. Vélez. Mr. Velásquez is the current chairman of the Board of Directors, our main

body of strategic management.

During 2016, the Company’s strategic focus was framed within the consolidation of

investments in roads and airports, as well as the divestment of assets that did not represent

significant contributions to the new vision, in order to be prepared to compete in a dynamic

market and a changing economic environment. The foregoing allowed us to achieve

satisfactory economic results and proper balance in the portfolio, this generating value for

shareholders and the society, due to leadership and quality in our human talent.

To undertake this consolidation, we highlight three of the main actions:

1. Reforming the by-laws and the Code of Good Governance to be adjusted to the

Good Corporate Governance Practice, in order to ensure the protection of investors’

rights and establish mechanisms to ensure transparency in the management of

relations and actions.

2. Renovating our corporate image to communicate new features, such as agility,

seriousness, experience, strength, and sustainability.

3. Positioning as a first-tier actor in the infrastructure sector in Colombia and abroad.

In October, the Colombian Stock Exchange awarded Odinsa with the IR Seal, recognition

granted to companies committed to the highest standards of transparency and corporate

governance.

The ethical vision and commitment to sustainability oriented the management of ambitious

projects throughout the year to face the technical, environmental and social challenges, and



thus respond to the confidence of investors and the local and international baking that

provided support to perform them. This represents the momentum necessary to continue

fostering sustainable growth and the development of infrastructure in the countries we are

present.

Caption page 21: Concesión Vial de los Llanos



Results

Odinsa’s financial statements in 2016 had structural changes that resulted in significant

variations compared to 2015. Such changes are the consolidation of the Autopistas del

Nordeste and the Boulevard Turístico del Atlántico, in the Dominican Republic, since May,

and interest was increased to 78.85% for Concesión La Pintada, in Colombia, in September.

On the other hand, investments in Generadora del Atlántico and Generadora del Pacífico

are no longer consolidated by Odinsa’s decision to alienate these companies, which

involved their classification as assets available for sale.

Consolidated Results

Figures (COP) Variation (vs. 2015)

Income 1,485,594 million 65%

EBITDA 1,065,830 million +> 200%

Net Profits 670,202 million +> 200%

Pro-forma Consolidated Results

Figures (COP) Variation (vs. 2015)

Income 1,038,583 million 15%

EBITDA 460,908 million 49%

Net Profits 134,277 million 1%

The Company’s consolidated financial debt presents an increase of 51%, explained mainly

by the consolidation of long-term financial obligations of the Autopistas del Nordeste and the

Boulevard Turístico del Atlántico. These obligations are under the Project Finance modality.

The total financial debt was COP 2,350,151 million.

COP 1,485,594 million Odinsa’s income in 2016

Odinsa projects new features such as agility, seriousness, experience, strength, and

sustainability.

Share Performance

The main indicators had a positive evolution despite different international and local factors

that influenced the price of shares being negotiation in the Colombian Stock Exchange. A

variation of 17.16% of COLCAP represents a recovery from the fall occurred in 2015.

According to several experts, the factors that most affected the stock market were global

liquidity, aversion to international risk, the price of petroleum, and the global market’s

behavior. This important recovery was registered based on a heterogeneous performance,

both at the sector and issuers levels. The good behavior of the finance sector, its greater

influence in the stock index and lesser participation of the Oil & Gas sector should be

highlighted, which contributed to decrease the dependence on the stock index for this sector.

Odinsa’s share grew 9.65% compared to 2015.



In this scenario, Odinsa’s share ended the year at COP 9,320 per share, with a valuation of

9.65% versus the price of COP 8,500 as of December 31, 2015.

Likewise, between January 1 and December 31, 2016, the share price ranged from COP

8,100 to COP 9,500, with an average of COP 8,746. The highest price was determined by

the takeover bid launched by Grupo Argos at the end of 2016, to acquire all of Odinsa’s

shares.

Volume

Millions of shares

Traded in 2016 = 112

Acquired by Argos = 86

Market Capitalization

(based on the price tendered by Grupo Argos at the Takeover Bid)

Trillion pesos

2015 = 1,67

2016 = 1,86

Important Facts

Actions, achievements, novelties and challenges outstand among all activities developed

during year 2016.

Awards

March 16

In the World Airports Awards, the most prestigious awards of the airport industry worldwide,

the British firm Skytrax awarded our two airport concessions as follows:

El Dorado International Airport, Bogotá, operated by Opain, best in South America and best

staff in 2016.

Mariscal Sucre International Airport, Quito, operated by Corporación Quiport, best regional

airport in South America.

Both airports were rated with 4 stars as a result from the audit performed in 2016 on

passenger services. The awarding ceremony took place in Cologne, Germany.

October 10

For the fourth year in a row, Odinsa was awarded with the IR Investors Seal, an award

granted by the Colombian Stock Exchange (BVC) to companies committed to the highest

standards of transparency and corporate governance.

Decisions



March 18

The General Shareholders’ Assembly approved reforms to corporate by-laws and changes

to the business name, business purpose, quorum and majorities for the Assembly, as well

as well as the powers of the Board of Directors and Chairman.

April

The Board of Directors updated and aligned the Code of Good Governance with the

corporate by-laws and the regulation of the stock market. Clear rules for action and

improvements in the corporate governance practice are established to strengthen

transparency in relationships.

April 18

The sale of Odinsa’s interest on Vías de Las Américas S.A.S. was completed.

August 8

The Transparency Line (01 8000 124333) came into operation as a confidential mechanism

for any person to anonymously report incorrect acts, complaints and violations to the Code

of Business Conduct.

September 27

Fitch Ratings maintained the rating “AA-(col) with Negative Perspective” for 2008 Odinsa’s

ordinary bonds for COP 100 billion.

Road Concessions

January 25

The companies Sociedad Vial del Nus S.A. and ANI entered into a concession agreement

within the APP Framework of the private initiative (Bello - Alto de Dolores, Hatillo - Don Matías),

where Odinsa owned an interest of 22.21%. This percentage would be alienated later.

March 8

Addendum No. 15 to the Concession agreement 113-97 was executed by Autopistas del Café S.A.

in order to perform the works for rehabilitation of the road La Española – Calarcá with surplus

resources equivalent to COP 1.8 billion.

Caption: El Dorado Airport Concession

May 10

Acquisition of 25% additional to achieve 67.5% of majority shareholding on the road concessions

Autopistas del Nordeste (AND) and Boulevard Turístico del Atlántico (BTA) in the Dominican

Republic. This acquisition allows to consolidate results. Such roads suffered no significant damages

by hurricane Mathew.

March 18



Odinsa Proyectos e Inversiones S.A. executed with INVIAS an addendum to the 2011 Concession

Agreement No. 250 for COP 32.351 billion.

Beginning of the construction of La Paz Detour under the agreement entered into by Autopistas del

Café S.A. and Fondo Adaptación for COP 31.542 billion.

April

Yucao and Casetabla tolls were granted in concession, which are located in Puerto López – Puerto

Gaitán road, in the Concesión Malla Vial del Meta.

Detailed drawings of functional units 1 and 7 were submitted, and ANLA issued a favorable opinion

to consider the second road Séptima Brigada – Ocoa – Apiay as an enhancement.

May 17

The Agencia Nacional de Infraestructura (ANI) submitted to the Chamber of Commerce of Bogotá an arbitration lawsuit against Autopistas del Café S.A. with allegations for COP 278 billion. Hernando Yepes Arcila, María Cristina Morales de Barrios and William Barrera Muñoz were appointed as arbitrators by mutual agreement. The arbitration court took over on October 5 and accepted the lawsuit on October 18. July 6 Addendum No. 3 to the Los Llanos Roads concession agreement was executed to extend the term for financial closure from 365 to 540 days, from the commencement date. July 13

The record of settlement between Avianca and Opain was executed, thus terminating the leasing agreement for Terminal Puente Aéreo entered into by the Aerocivil and Avianca. Opain received common areas, business premises, and the parking. August 11

In compliance with resolution No. 1130, the ANI ordered to increase the toll fees for the Malla Vial del Meta project under the responsibility of the company Concesión Vías de Los Llanos S.A.S. This situation created inconformity and strikes between neighboring community and the road users. September 6

Credit agreements that are part to the financial closure of Pacific II Connection Highway project were executed, with the participation of the national and international bank amounting to COP 1.2 trillion. The interest was increased from 25% to 78.85% through the acquisition of Mincivil, Mota Engil, Termotñecnica Coindustrial S.A., and Icein. This project includes the rehabilitation of a 24-kilometer single carriageway (Primavera – La Pintada) corresponding to UF5, the construction of a 41-kilometer dual carriageway (Bolombolo – La Pintada), a 2.5-kilometer double-tube tunnel, and a 120-meter bridge over Cauca River. September 12 Opain executed Addenda No. 20 and 21 to extend the termination date of the modernization and expansion date of the El Dorado International Airport until November 30, 2018. October 13

Grupo Argos, that held 54.75% of interest, requested authorization before the Finance Superintendence of Colombia to carry on a takeover bid for Odinsa’s remaining ordinary shares. Consequently, on December 26, Grupo Argos consolidated 98.55% of interest. November 4

Concesión Vial de los Llanos and the ANI executed Addendum No. 5 to suspend for 30 days the accreditation of the financial closure and the commencement of the building stage, with a view to find alternatives to make the project feasible under the most adequate conditions for the region. December 21



Addendum No. 6 to Concesión Vial de los Llanos was entered into, thus suspending the financial closure, commencement of the building stage, and funding of the property subaccount for one year or until enforceable judgment from an arbitration court is issued. Alienations A 22.21% interest was alienated on Concesión Vías del Nus S.A.S., which was the company responsible for the Concession Agreement under the APP scheme corresponding to Vías del Nus private initiative. This initiative required an approximate investment of COP 1.2 trillion, with the agreement being executed on January 25, 2016. A 22% interest was alienated on Hatovial; 2.25% interest on Concesión Autopistas del Café, going from 61.92% to 59.67% interest; the whole interest on Vías de las Américas S.A.S.; and finally, a 12.18% interest on Sociedad Portuaria de Santa Marta.



Airport Concessions El Dorado International Airport – Bogotá Operated by: OPAIN S.A. Investment: COP 281.9 billion for second expansion Novelties: New boarding bridges, increase of contact points

for aircraft parking. In September, the business premises and Parking

of Terminal Puente Aéreo previously managed by Avianca were received.

Passengers served: 31.4 million Variation vs. 2015: 3.5% Cargo moved: 644,050 tons Variation vs. 2015: 1.13% Mariscal Sucre International Airport – Quito Operated by: Corporación Quiport S.A. Investment: USD 10.77 million Novelties: The earthquake occurred in Ecuador did not affect

the facilities. It provided important support in humanitarian aid

works to the earthquake victims. Passengers served: 4,873,760 Variation vs. 2015: -9.3% Cargo moved: 170,656 tons Variation vs. 2015: -1.8%



Other Business Upon maturity of the contractual term, the agreement entered into with Fonvivienda was settled, including the family housing project named Macroproyecto de Tulúa, as the environmental authority–CVC–made some decisions that are the responsibility of Tulúa municipality. However, this entity has not received the funds necessary to finance the corresponding civil works in order to make the project viable. Fonvivienda was reimbursed COP 7,556 billion plus COP 738 million as financial return. Odinsa Servicios S.A.S. ended activities on November 30, 2016. One hundred percent of assets were sold to the Concesión Autopistas del Café, which will continue to perform directly the vertical and horizontal signaling activities. The operational staff appointed for the project was hired directly by this concession. Constructora Bogotá Fase III S.A. – Confase ended architectonic and urbanization works of Bicentenario Park, while the procedural steps of the arbitration lawsuit No. 2 filed by Confase against IDU were in course, claiming allegations for COP 21 billion. Meanwhile, maintenance shall be performed for three years in the road and public space of some sections of Carrera 10ª and Calle 26. We moved forward in searching parties interested in the thermal generation assets of Generadora del Atlántico (GENA), in Panamá, where Odinsa holds a 60% interest, as well as in the thermal generation assets and the photovoltaic plant (14 MW) of Generadora del Pacífico (GENPAC), in Chile, where Odinsa holds a 51% interest. The building works of the solar park at GENPAC were completed in December 2016.



Caption: Concesión Vial de los Llanos Upcoming Matters Fitch Ratings improved the rating of bonds to fund the Autopistas del Nordeste project. January 2017 January 18 The Sixth Cross-sectional Delegate Controllership decided to close the tax liability procedure under number PRF 01917-2011 against Opain S.A., Otca S.A.S. (the cargo terminal operator), Aerocivil and Fiduciaria Bancolombia, derived from the administration of the public recourses under the agreement entered into with Otca S.A.S., amounting to COP 4,761,954,949. Upon analyzing the seven facts that constituted support to initiate the procedure, and upon review of the evidentiary basis submitted, the Controllership considered applicable to reaffirm the writ dated December 16, 2016, and thus ordered to close the procedure. January 24 Fitch Ratings improved the rating for bonds issued for funding the Autopistas del Nordeste project, in the Dominican Republic, from B+ to BB-. The rating perspective remains stable. Bonds are payable as of 2026 and the pending balance is USD 152,2 million. January 27 In the conciliation hearing within the arbitration procedure initiated by the Santa Marta – Paraguachón Concession against the Agencia Nacional de Infraestructura (ANI), the court approved the conciliation agreement achieved between the concessionaire and the ANI. According to this agreement, the ANI undertook to pay liquid amounts of COP 3,473,895,928 not later than on the last business day of 2018. Also, several administrative acts were revoked, whereby payment of COP 8,688,386,793 by the concession was being claimed. January 31 The arbitration award in favor of Corporación Quiport was read regarding the controversy aroused from claiming the payment of rent installments corresponding to the use of business premises. The court accepted in full the allegations of Corporación Quiport, which amounted to USD 90,000. The arbitration award ordered that the defendant shall pay invoices claimed, plus legal interest, as well as the payment of litigation costs. The arbitration award was uttered in favor of Constructora Bogotá Fase III S.A. Confase S.A., against Instituto de Desarrollo Urbano (IDU) and Transmilenio. The arbitration court resolved the controversies aroused between the parties upon execution of agreement ISU 136/2007, and sentenced the IDU and Transmilenio to pay COP 11,545,984 to Confase S.A. February February 8 The seating hearing of the arbitration court convened took place on December 1, 2016, for Concesión Vial de Los Llanos S.A.S. against the Agencia Nacional de Infraestructura (ANI) before the Chamber of Commerce of Bogotá, in order to resolve the controversies aroused from the performance of the Concession Agreement No. 004/2015.



On February 18, as instructed by the Agencia Nacional de Infraestructura, the fees of the Malla Vial del Meta toll stations were decreased, under the responsibility of Concesión Vial de Los Llanos S.A., until commencement of the agreement building stage. For this, we are awaiting the resolution of the contractual controversy under consideration of the arbitration court. March Mariscal Sucre Airport from Quito (operated by Corporation Quiport) and El Dorado Airport from Bogotá (operated by Opain) were awarded with the World Airport Awards by Skytrax in 2017: Mariscal Sucre Airport

Best Regional Airport in South America. Best Airport Staff in South America. 4 Star Rating, as a result of the audit performed in 2016 on passenger services.

El Dorado Airport

Best Airport in South America. 4 Star Rating, as a result of the audit performed in 2016 on passenger services.

Foreseeable Evolution of the Company The perspective is optimistic, as there is a profitable growing strategy in place with sustainability criteria and ethical principles, transparency and corporate culture. In addition, there are opportunities in the road and airport infrastructure sector, not only in Colombia but also in other countries of the American continent, a balanced portfolio between mature businesses and projects with high potential for development, and incursion in new businesses. The foregoing is complemented with adequate risk management and corporate and financial support from Grupo Argos.



Legal Affairs Contingencies Legal procedures and, in general, the legal situation of the Company has developed as usual. It should be noted that, with the takeover bid of Grupo Argos S.A., it holds 98.55% of Odinsa’s shares. This gives place to the event set out in numeral 3, Article 457 of the Code of Commerce. It should be highlighted that, as provided for in Article 24 of Act 1429/2010, associates have 18 months to adopt the modifications required in order to set aside the grounds for dissolution. The contingencies are related to Annex 1 hereto. Rules on Intellectual Property In 2016, Odinsa complied with the rules on intellectual property, copyright, and software licenses as provided for in Act 607/2000. Operations under numeral 3, Article 446 of the Code of Commerce

ODINSA S.A.

CONCEPT 2016

Expressed in thousand COP

RPC 10,228,929

Entertainment expenses 314,999

Fees 4,473,870

Counseling 11,999,284

Tax Auditing 670,197

Advertisement, propaganda and promotion 1,398,753

Donations 15,597

TOTAL 29,101,628 Caption: Concesión Autopistas del Café

04 | GOOD GOVERNANCE A company of Grupo Argos


04 GOOD GOVERNANCE



Good Governance Taking account of the recommendations of the Country Code, on March 18, 2016, the ordinary shareholders meeting was held, where the company’s by-laws were amended to modify some of the duties of the Board of Directors and the President of the Company, among others. Also, a new Board of Directors was appointed to be formed by seven members (5 executive and 2 non-executive), with no alternate members. Mr. Jorge Mario Velásquez Jaramillo replaced Mr. José Alberto Vélez. All other by-laws remain unchanged. Likewise, Odinsa changed its shareholder structure, as a result of the takeover bid on ordinary shares, performed in November by Grupos Argos S.A., whereby it increased its interest from 54.75% to 98.55%. As part of Grupo Argos and under its direction, the Company has been working in the implementation of the corporate guidelines and practices. From March 18, 2016, the Board of Directors of the Company was formed as follows:

Name Capacity

Jorge Mario Velásquez Jaramillo Executive Member

Alejandro Piedrahita Borrero Executive Member

Luz María Correa Vargas Executive Member

Samuel Rueda Gómez Executive Member

Ricardo Mejía Ramírez Executive Member

Jorge Andrés Botero Soto Non-Executive Member

Sergio Restrepo Isaza Non-Executive Member

The Board of Directors, in meeting held on May 31, by recommendation from the Sustainability and Corporate Governance Committee, approved and implemented the Relationship Policy among related companies. Likewise, in meeting held by the Board of Directors on October 24, by recommendation from the Auditing, Finance, and Risks Committee, the Policy on Fraud, Bribery, and Corruption Management was amended to include the duty to submit the Income and Goods Statement. In the same session, the Transparency Policy was approved. The Board of Directors held 14 meetings in 2016, and the Committees held 9 meetings.



Board of Directors and Committees The Board of Directors held 14 meetings in 2016. This body analyzes operational and financial results of Odinsa and opens a special space dedicated to study and assess new businesses. Likewise, the Board of Directors has followed and ratified the deliberations and approvals of the following committees:

Auditing, Finance and Risks Sustainability and Corporate Governance Appointments and Compensations

The composition of the committees was modified in meeting held on April 25, 2016, by the Board of Directors. Auditing, Finance and Risks Committee Composed by: Jorge Andrés Botero, Sergio Restrepo, and Alejandro Piedrahita. This Committee held 5 meetings throughout the year, in February, April, July, October, and December. Appointments and Compensations Committee Composed by: Jorge Mario Velásquez, Luz María Correa, and Jorge Andrés Botero. This Committee held 2 meetings throughout the year, in June and December. Sustainability and Corporate Governance Committee

Composed by:

Alejandro Piedrahita, Samuel Rueda, and Ricardo Mejía.

This Committee held 2 meetings throughout the year, in May and November.

Financial Reports Control Disclosure System

The financial informational disclosure and control systems have been working in a manner

consistent with the provisions of Article 47, Act 964/2005. The information analysis and

results are satisfactory.

Certification Act 1676/2013

According to Title IX “related to the factoring activity”, Article 87 of Law 1676 dated August

20, 2013, administrators state that free circulation of invoices issued by the commercial area

and vendors was not hindered.



Apart from the information in this report, the Company has not have certain and final

information on important facts occurred between the accounts closure date and the

preparation date of this report that may compromise its evolution or the shareholders’ equity.

Board of Directors

Jorge Mario Velásquez (Chairman)

Alejandro Piedrahita Borrero

Luz María Correa Vargas

Ricardo Mejía Ramírez

Samuel Rueda Gómez

Jorge Andrés Botero Soto

Sergio Restrepo Isaza

President of the Company

Mauricio Ossa Echeverri

05 | RELATIONSHIP WITH INVESTORS A company of Grupo Argos


05

RELATIONSHIP WITH INVESTORS

Caption: Concesión La Pintada



Relationship with Investors

Odinsa, through the Relationship with Investors area, complies with its commitment to

maintain a timely, direct and transparent communication with its shareholders and investors,

to facilitate the decision-making process.

In 2016, strengthening of direct channels with this stakeholder was continued, including one-

to-one meetings with investors and with other equity provider groups, such as financiers and

insurers, interested in Odinsa. Results for each quarter were presented through telephone

conferences, which allowed the attendance of a significant number of investors and other

equity providers.

In November 2016, and for the fourth consecutive year, the Colombian Stock Exchange,

BVC, renewed the Issuers Recognition (IR) for fully complying with best practices regarding

information disclosure and relationship.



Caption: El Dorado Airport Concession

06 | DEVELOPMENT AND WELLBEING OF HUMAN TALENT A company of Grupo Argos


06

DEVELOPMENT AND WELLBEING OF HUMAN TALENT



Development and Wellbeing of Human Talent

Relations with employees are governed by principles of respect, integrity, teamwork, social

responsibility and leadership.

Applying the best practices in processes involving talent allows Odinsa to consolidate an

innovative, high-performance team with great human quality and professionalism. The

Company provides the necessary tools to develop and strengthen in people the skills and

competences that enable them to contribute to the achievement of organizational results.

In the work of development and retention of qualified talent, Odinsa is based on a policy of

respect, integrity, teamwork, social responsibility and leadership. Accordingly, training and

wellbeing activities are focused on the employees and their families.

The area responsible for the development and wellbeing of human talent is strategic for the

business, in managing programs that promote learning, development, life-work balance and

healthy recreation.

Employees

Gender

87 Men

185 Women

Type of agreement

4 fixed term

268 indefinite term

Recruitment in 2016

Gender

20 Men

31 Women

Age

29 -30 years

15 30-40 years

6 40-50 years

1 50-60 years

Training in 2016

Training hours per topic

3,343 Training on technical skills

4,743 Environment, health and safety



Annual average training hours per level

Executive 49

High management 44

Middle management 22

Specialists 33

Operational 28

Skills evaluation coverage per level

Executive 5

High management 14

Middle management 27

Specialists 45

Operational 181

100% of Odinsa employees took part in the evaluation of skills development.

Key Leadership Programs

Competency assessment program

With the support of Korn Ferry

46 leaders of the organization participated

Objectives: identification of talents, joint construction of individual development plans

and definition of the successors for the Vice-presidencies.

Program on global management and excellence in strategic execution

Delivered by the Harvard Business School

First level managers participated.

Strategic alignment activities

Detection and linking of internal and external talents. With their knowledge and skills

they will face the great challenges of the organization.

Redesign of the induction process. Its scope was expanded, Odinsa employees

participate as hosts and the satisfaction of the program was evaluated for continuous

improvement. In addition, the initiative "My first 60 kilometers" was implemented, which

aims to validate the incorporation and integration process of an employee to the

Company.

Evaluation for skills development. With a coverage of 100% of Odinsa’s population.

Seventy-five percent the employees received feedback from their leaders.

Twenty people were promoted, including the operational positions of the Autopistas del

Café project, as part of the process of recognition and promotion of internal talent.



Twenty-eight people were sponsored for higher education studies, with the aim of

strengthening the employees’ professional profile.

Adaptation to change was a central axis of management to achieve alignment with the

transformations of the organization. The workshop "Successful Attitude to Change" was

addressed to all employees; and the workshop "Managing Change" was addressed to

the leaders so that they become agents of transformation within their areas.

Recognition and wellbeing, balance between personal and work life were strengthened

through activities such as Odinsa Olympics (with competitions in five sports),

distinctions to the Best Collaborator and Leader of the Year, creation of the rest room

and structuring of primary groups, among others.

Assessment of the work environment. This task was entrusted to Great Place to Work;

the results were socialized and action plans were implemented to close the gap against

the expected results.

Ninety-five percent of the population participated in quality of life and family activities.

Odinsa is Enchanted, Odinsa babies, flexible schedule, and healthy circuit give the

family greater institutional knowledge and sense of belonging.

Internal Communications

In the consolidation of the organizational culture and climate, communications are the key

in the relationship of the company with its employees.

In 2016:

The 30th edition of the bimonthly newsletter was issued

New communication channels were developed: Conversations with the President and

videos.

Meetings were held between managers and employees.

Odinsa Employees Fund - FEGO

Savings, credit and social welfare services were provided by the employees fund to its 607

associates from 15 companies.

In 2016, Concesión La Pintada S.A.S. was linked to FEGO to extend the benefits to its

employees. There are already 16 related employers' linked, whose employees have access

to social programs, credit lines and quality of life agreements.

FEGO awarded COP 11 million in prizes for social welfare activities.

07 | BUSINESS LINES A company of Grupo Argos


07

BUSINESS LINES

Caption: Mariscal Sucre International Airport Concession – Quito

Road Concessions

COLOMBIA


Vehicles mobilized

Average daily traffic 34,366

Average daily traffic variation 3.37%

Total collection (billions) COP 173

Collection variation 9.82%

Financial results

2016 2015

Operating revenue COP 201.415 billion COP 172.529 billion

2015-2016 Variation 16.74%

EBITDA COP 46.788 billion

2015-2016 Variation 33.56%

Net profits COP 36.848 billion


[Image: Manizales, Chinchiná, Santa Rosa de Cabal, El Pollo, Pereira, Intersection,

Armenia, Calarcá, La Española, La Palla]



Operational results

Autopistas del Café maintained its normal operation throughout the year. The number of

vehicles that crossed the highway tolls reached a daily average of 34,366 vehicles, of which

category No. 1 represents 63%. The increase of traffic with respect to the previous year is

3.37%. The total collection reaches a total of COP 173 billion.

In terms of works, the completion of the rehabilitation of the Calarcá - La Española section

in the department of Quindío is highlighted, with a length of 10.9 kilometers. This section is

part of the country's main logistics corridor with an average daily traffic (ADT) that, together

with regional traffic and freight transport, exceeds 10,000 vehicles.

The works of the Adaptation Fund are in the final stage with the construction of La Paz

detour. Works are expected to be completed by October 2017. The activities carried out

there represent an important volume of ground movement with an estimated total of 386,000

cubic meters and an expected final investment of COP 31.5 billion.

The construction of La Paz detour constitutes a solution of high regional and national

importance because, once completed, it will be possible to overcome the threat of landslides

that compromise the stability of the road at the municipality of Chinchiná in the department

of Caldas.

Main maintenance: At the end of 2016, a total of 5,509 cubic meters of asphalt were

installed, emphasizing on the intervention of sections La Paila – Calarcá and Armenia –

Pereira, and the works performed in the section Pereira – Manizales, in addition to the works

throughout the highway corridor. These are in total 270 kilometers long.

Routine maintenance: the linear demarcation of 704,727 linear meters of paint was made,

while the horizontal demarcation required the quantity of 44,104 square meters of paint. This

program was complemented with the installation of 31,958 reflective studs. For vertical

signaling, 215 information items were placed, which, along with the horizontal signaling

activities, provide the highway a rating above 4.5 out of 5, in terms of road signs and

prevention at the service of the concession road users.

COP 62.491 billion was Ebitda, 34% more than in 2015.

Financial Results

The Company's operating revenue increased from COP 172.529 billion in 2015 to COP

201.415 billion. This increase is mainly due to the higher levels of construction works that

allowed to record COP 52 billion this year, versus COP 30 billion in 2015. Revenues from

the concession's long-term operating activity grew 5%.

The Company's EBITDA reached COP 62.491 billion, increasing 34% with respect to 2015.

The net profit contributed is COP 41.8 billion and distributed dividends were COP 36.847

billion.



Autopistas del Café remains free of financial indebtedness and is a stable source of benefits

to its shareholders.

Featured Facts

At the end of the term, the system ayudame.com.co registered 83,816 logins. The

complementary system of Road Event Register (Registro de Eventos en la Vía – REV), for

operations and maintenance, obtained 16,070 records. Also, 16 activations of the Crisis

Room were carried out to deal with novelties that, due to their magnitude and potential

incidence, required the participation of different areas of the concession.

During 2016 the Management Information System (MIS) project was developed, whereby

the company orderly collects and organizes critical information on all activities and results,

which is transformed into management indicators that can be consulted by the Management,

under the structure of a balanced scorecard.


Finally, regarding attention to users, a total of 67,413 requests were attended, including

1,470 ambulance services, 1,670 calls to # 850, 2,587 road safety campaigns, 4,995 crane

requests. Besides, logins to the system ayudam.com.co should be highlighted, with a total

of 46,514 queries.

Addendum No. 15 dated April 7, 2016, was signed to contract additional 0.84 kilometers of

the rehabilitation of the Calarcá - La Española section in the department of Quindío.

On May 17, 2016, the Agencia Nacional de Infraestructura (ANI) filed an arbitration lawsuit

against Autopistas del Café. The lawsuit claims are: i) Correct the difference between the

value of the CAPEX and the OPEX in Clause 8 of the Addendum dated June 15, 2005, with

respect to that in the financial model; ii) Update the financial model on an annual basis using

the real CPI, and thereby recalculate the concession term.

The ANI therefore intends the concession to be declared completed, although clause 7 of

Addendum dated June 15, 2005, states that the term of the contract is until February 1,

2027. The lawsuit was responded promptly, explaining, among others, that: (i) in the first

generation concession agreements, such as the agreement of Autopistas del Café S.A., the

value set out is estimated, with the one included in the financial model being the final value;

therefore, both values are usually different; ii) the Internal Rate of Return was agreed in

Agreement 00113/1997 in real terms, and therefore, it is not possible to update it with the

CPI; iii) the agreement has a clause indicating that the deadline is February 1, 2027, and

that term is the only one that compensates the contracted investments with the IRR agreed

upon.

Finally, Addendum No. 17 dated December 29, 2016, was signed to contract the

construction of the pedestrian bridge Bosques de la Acuarela in the municipality of

Dosquebradas, in the department of Risaralda, as well as the operation and routine

maintenance of the Troncal de Occidente detour and Studies and Designs Phase III of



Campoalegre one way double and the dual carriageway between the Tarapacá II toll and

the La Paz detour in the municipality of Chinchiná.

Concesión Vial de los Llanos

Vehicles mobilized


Total collected (billions) COP 48.54

Financial results

2016

Operating revenue COP 43.358 billion



Caption: Concesión Vial de Los Llanos

[Image: Puente Arimena, Puerto Gaitán, Puerto López, Villavicencio, Acacias, Granada]

This concession executes the Malla Vial del Meta IP project, one of the first Public-Private

Partnerships (PPPs), of private initiative approved by the National Government.

Length: 354 kilometers of roads

46 kilometers of double carriageways

Estimated investment: COP 1.27 trillion

Revenues from Concesión Vial de los Llanos come from its five toll stations: Ocoa, Iraca,

La Libertad, Yucao and Casetabla.

Two events affected revenues: the fall in international oil prices, which led to a rebound in

traffic and a decrease in the number of trucks transiting through the department of Meta, the

country's largest crude oil producer; and the impossibility of applying the tariff structure for

the toll stations of Casetabla and Yucao for 428 days from the execution of the initiation

minutes.

Financial Results

Year 2016 was the first full year of operation of the concession. In 2015, it operated during

the second semester.

The operating revenue of the concession amounted to COP 43.358 billion, while last year it

was COP 56.386 billion. The main reason is the lower level of construction activity in 2016.

Only works for COP 24.691 billion were recorded; in 2015,it amounted to a value of COP

41.886 billion. Revenue allocated to the operation amounted to COP 18.667 billion for the

12 months, while in 2015 it was only COP 11.237 billion for six months of operation.



The Ebitda of the company was COP 1.665 billion, which is normal in the stage of

construction of this type of projects. The net profit was COP 1.907 billion.

In the Public-Private Partnership of the Malla Vial del Meta IP project, an investment of COP

1.27 trillion is estimated.

At the end of November 2016, shareholders made the second contribution of Equity for COP

62.176 billion. These contributions were recorded in the liabilities of the Company as

subordinated debt with shareholders whose value is COP 173.259 billion. The remaining

liabilities correspond to the collections of the concession that must be destined to

investments in the same project. The company does not record financial indebtedness yet.

The company holds COP 158.589 billion in trust funds and COP 78.911 billion available that

support the risk capital placed by the shareholders and the collections obtained from the

operation of tolls that must be destined for the execution of Functional Units of the

construction stage.

Featured Facts

Because of the project's imbalance of income, the concession convened an arbitration court

to resolve the parties' difficulty in sustaining the project's viability under such adverse and

unpredictable circumstances in the fall of traffic. This lawsuit was filed by the concession on

December 1, 2016, before the Chamber of Commerce of Bogotá. This resulted in the

execution of Addendum No. 6 to the agreement, where the suspension of the obligation to

perform the financial closure of the project is extended, and the beginning of the construction

stage is suspended.

Although the concession has not initiated the construction stage, it has been making

interventions to the pavement of the existing roads in order to comply with the Contractual

Service Levels for the pre-operative stage.

On April 18, 2016, Invías granted to the ANI, and ANI, in turn, granted to the concessionaire,

both toll stations of Yucao and Casetabla that were being operated by Invías. The toll rates

for the two previous stations corresponded to Invías Resolution 052, and as of August 11,

2016, prior to the ANI's socialization, contractual rates were implemented according to

Resolution 1130.

By the execution of Addendum No. 6, the obligation to certify the financial closure, and

consequently, the beginning of the construction stage were suspended, for the period

between the subscription of the Addendum and the Award of the Arbitration Court or until a

conciliatory agreement is achieved or for one year.

During this year, the parties agreed to carry out the works required to ensure the trafficability

of the concession corridor, as described in Clause 4 of the Addendum and other contractual

commitments.



Throughout the year, the Property Acquisition Plan was approved according to the existing

property list for January 4, 2016. Subsequently, and in line with the project's dynamics, it

was agreed with the ANI to adjust the property areas that will be affected by the Concession

project. This agreement was materialized by the execution of Addendum No. 4 dated

October 6, 2016, where the areas to be acquired were specified in accordance with Act

1228/2008 and regulatory decree 2976/2010.

Simultaneously, work groups were held with the Office of the Mayor of Villavicencio, in order

to certify the land use of the properties adjacent to the Ring Road of the City. By the end of

the year, the parties subscribed Addendum No. 6 to the Concession Agreement, whereby

the start of the construction stage, among others, was suspended, and it was agreed to

execute the project’s property items, but without making formal purchase offers to owners.

Throughout the project, the Ministry of Internal Affairs has certified the presence of an

indigenous community located between Functional Units 9 and 10, Puerto Gaitán - Puente

Arimena corridor. The concessionaire has carried out the corresponding approaches and

working groups with the Ministry of Internal Affairs, in order to apply the provisions of the

infrastructure law in relation to improvement interventions.

Caption: Concesión Vial de los Llanos

Concesión Santa Marta – Paraguachón

Vehicles mobilized


Traffic variation 0.92%



Financial Results

2016 2015

Operating revenue COP 38.469 billion COP 34.5 billion

2015-2016 Variation 11.48%


2015-2016 Variation 45.30%

Net profits COP 400 million

Caption: Concesión Santa Marta – Paraguachón

[Image: Santa Marta, Buritaca, Palomino, Riohacha, Maicao, Carralpía, Paraguachón]

Comentado [DJRA1]: El término en español es “tira predial”, que no encontré así que no estoy muy segura de que “property list” sea el término correcto



Operating Results

The traffic behavior showed an increase of 0.92% with respect to 2015, as did the collection,

which increased by 12.20% compared to the figures collected in the same period.

Financial Results

Operating revenue reached COP 38.469 billion, representing an improvement in the

collection compared to the previous year due to the partial reopening of the border in

Paraguachón.

Additionally, EBIT of COP 6.284 billion and EBITDA of COP 13.794 billion is presented, due

to the reduction of maintenance costs of the project. Working capital of COP 5.775 billion,

with a distortion due to loans for paying the income tax and financial obligations, which must

be reclassified in the long term. By eliminating the distortion, the working capital is COP 8.9

billion. A current ratio of 151% with a distortion due to loans to pay the income tax and

financial obligations, which should be reclassified in the long term. By eliminating the

distortion, the current ratio is 258%. The level of indebtedness of 62.26% remains stable,

due to the normal payment of financial obligations. A net income of COP 400 million, which

is explained by the decrease in the amount payable for maintenance, ordered by court order

for COP 998 million. The level of indebtedness remains stable, due to the normal payment

of financial obligations, which amounts to COP 33 billion.

Featured Facts

In financial terms, the year 2016 presented a significant increase in traffic of 0.92% and

in the collection of 12.2% that, although it represents an improvement, remains below the

optimum levels for the finances of the Company due to the fact that 2015 was very critical,

especially due to the decrease in traffic in the stations of Paraguachón and Alto Pino, as

a result of the closure of the Colombian - Venezuelan border at Paraguachón township.

During 2016, Concesión Santa Marta - Paraguachón S.A. signed with the ANI the

following documents:

a) Certificate of cancellation of interest dated May 13, 2016, for extemporaneous payment

of the tariff differential for the first half of 2015.

b) Certificate of payment dated June 20, 2016 for compensation for tariff differential in

the terms and conditions of Resolution No. 0003326 dated September 15, 2015 –

Concession Agreement No. 445/1994.

c) Certificate of payment dated October 31, 2016, for the settlement of the premium value

of the all-risk policy No. 706081605, for material damages to the infrastructure of the Alto

Pino electric transmission line for the period between September 11, 2015, and

September 10, 2016 – Concession Agreement No. 445/1994.

d) Conciliatory agreement dated December 13, 2016, on disputes arising from the

Concession Agreement No. 445/1994.

Caption: Concesión Santa Marta – Paraguachón

On January 27, 2017, a conciliation hearing was held within the arbitration process

initiated by Concesión Santa Marta – Paraguachón against Agencia Nacional de



Infraestructura (ANI), in which the court approved the conciliation agreement reached

between the concessionaire and the entity convened. Under this agreement, the ANI

undertook to pay liquid sums of money in the amount of COP 3,473,895,928 not later

than the last business day of 2018. Likewise, the entity undertook to revoke different

administrative acts whereby it alleged a payment by the Concession for a sum of COP

8,688,386,793.

In accordance with the mandate received by all the shareholders of Concesión Santa

Marta – Paraguachón S.A., Bancapital S.A. has performed the valuation and search of

clients for the company since September, with the accompaniment of the law firm Castro

Leiva Rendón Criales, in order to sell 100% of shares.

Concesión Santa Marta – Paraguachón S.A. and BBVA Asset Management S.A., a

fiduciary company, executed Addendum No.10 to the Commercial Trust Agreement,

whose purpose is that the fiduciary will assume the costs of the payroll of employees who

keep the trust accounts.

By Resolution 0506 dated May 12, 2016, ANLA authorized the total assignment of the

environmental license granted to the Odinsa-Valorcon Consortium, thus binding

Concesión Santa Marta – Paraguachón as obligated party and beneficiary.

Based on the analysis carried out by Auditing, the ANI informed the concessionaire that

it should reimburse the sum of COP 359,612,110 of June 1994, since increases in toll

rates during the period from May 2011 to January 2014, exceeded the provisions of

clause 5 of the concession agreement No. 445/1994. In view of the fact that these

resources were received from the road corridor users, the Concession responded to the

ANI that these sums must be reimbursed to the road corridor users in strict law. The

Concession is awaiting the decision of the ANI.


Vehicles mobilized





Financial Results

2016 2015

Operating revenue COP 67.525 billion COP 50 billion

2015-2016 Variation 34.79%


2015-2016 Variation 2073%





[Image: Medellín, Bolombolo, La Pintada, Santa Bárbara, Primavera]

Featured Facts

The management of Concesión La Pintada S.A.S. stood out in the performance of the

rehabilitation, construction and maintenance works of the roads belonging to the Conexión

Pacífico II project.

Odinsa consolidated its shareholding by reaching 78.85% of the share capital of this

concession, and 21.25% belong to Construcciones El Cóndor.

The formalization of the financial closure was a definite step for the project, since it granted

the capacity for the performance of the corresponding works and the contractual obligations.

In addition, it allowed to focus efforts on studies, designs, and social, property and

environmental management.

Odinsa went from 25% to 78.85% of the share capital.

Digging and earthworks were initiated in the works of La Pintada – Puente Iglesias

(functional unit 1) and Puente Iglesias – Mulatos Tunnel (functional unit 2). There will be 37

kilometers of construction of new roads.

Fifty-four kilometers of the rehabilitated La Pintada – Primavera road were delivered, with

activities of surface milling and asphalt binder, as well as containment at critical points.

The section La Pintada – Primavera was highlighted by the ANI as the first functional unit of

the fourth generation projects to be completed.

Road safety was strengthened as a priority, so it was ensured that the concession roads

had optimal and permanent signage, and interventions were made in the search for

community awareness, through a system of road culture generation.

Operational Results

Number of direct employees 184

Number of indirect employees 467

Progress in Works

FU1 0.40%

FU2 0.80%

FU3 0%

FU4 0%

FU5 100%

Total 13.31%

Value of works performed

Figures in billion COP



2016 96.762

2017 310.355

2018 531.216

Financial Results

Revenue

2016 IFRS

2016 133.761

2015 50.099

Ebitda

Consolidated under Odinsa

2016 $6.666

2015 $307

Net profits

Consolidated under Odinsa

2016 $1.255

2015 $238

Balance of debts with financial entities

2016 Bridge loan disbursed by financial leasing agreement and subordinate debt interest

2016 197.934

2015 43.804

Capitalizations received

$40.145 billion capitalized in total as of December 2016

2016 39.945.621

2015

Featured Facts

Odinsa announced the increase in its shareholding, from 25% to consolidate 78.85% of

the share capital.

A positive response was obtained for 100% of the environmental procedures.

The financial closure was formalized with the participation of national and international

banks with credit agreements for more than COP 1.2 trillion.

Works began on the Functional Units 1 and 2.

Rehabilitation works of the route La Pintada – Spring (FU 5) were completed.

85.44% of the properties necessary for the performance of the project were released.

Contingencies and/or Risks



Lawsuits received None

Inspection processes open None

Requirements from any authority regarding taxes, administration of public resources, contractual compliance

None

Sanctions imposed None

DOMINICAN REPUBLIC

Autopistas del Nordeste

Vehicles mobilized



Total collected (millions) USD 12,401


Financial Results

2016 2015

Operating revenue USD 17.5 million USD 18.9 million

2015-2016 Variation -7.29%

EBITDA USD 24.7 million

2015-2016 Variation -9.2%

Net profits -USD 5.59 million

Concesión Autopistas del Nordeste – Dominican Republic

[Image: Santo Domingo, Rincón de Molinillo Junction, Majagual, Naranjal, Marbella,

Samaná, Hato Mayor, Higuey]

It is an entity incorporated under the laws of the Dominican Republic since June 19, 2001.

The main purpose of the Company is the construction of the Santo Domingo – Rincón de

Molinillos Highway, for subsequent management through the concession system. This entity

signed a concession agreement with the Dominican State on July 18, 2001, for a 30-year

period. The entity began its operational activities in the month of June 2008, when putting

into service the highway and the stations for toll collection. The company is a subsidiary of

Autopistas del Nordeste (Cayman), LTD. (parent company), a trading company incorporated

and organized in accordance with the laws of the Cayman Islands.

Autopistas del Nordeste or Juan Pablo II Highway provides direct access from Santo

Domingo to the northeastern region of the Samaná Province, starting at kilometer 20 of Las

Américas Highway and ending at the site known as Rincón de Molinillos.

Construction works were completed on June 30, 2008, 28 months after the financial closure

of February 28, 2006. The project completion certificate was issued by the authorities on

June 29, 2009.



Characteristics of the road:

Length: 106,59 km

Rails: 1 in each direction, with vehicle overpass rails

Design speed: 100 km/hour (50 km/hour in the "Los Haitises" area)

12 bridges and 4 intersections

Toll Stations: 3

• Marbella, at kilometer 0 + 500

• Naranjal, at kilometer 14 + 500

• Guaraguao located at kilometer 84 + 500.

Operational results

Traffic and collection:

Due to the increase in the number of vehicles paid for the improvement in the economy

(domestic tourism, tariffs) this indicator had a record performance in 2016. The collection in

Dominican pesos in 2016 grew by 6.97% compared to 2015, for a net increase in the

collection of 4.69%, in dollars.

The behavior of traffic in 2016 followed the pattern of the previous year, with peaks during

the Easter holiday period, the school holidays (June – July) and during the Christmas holiday

season. However, tourism in the Samaná area was affected by unusual rains, and in

October, a section of the road had to be closed for 48 hours due to flooding. The toll stations

Naranjal and Guaraguao were the most affected by the rains.

Regarding the management of the Minimum Guaranteed Income (IMG), 2016 was a

success, since the Dominican state made a greater budgetary allocation for the payment of

bills of this item for the year.

Caption: Concesión Autopistas del Nordeste – Dominican Republic

Financial Results

2016 (USD) 2015 (USD)

Operating revenue 18,894,092 17,526,531

Financial revenue 23,345,560 23,206,306

Ebitda 27,234,781 24,738,373

Net profits 824,418 (5,593,628)

Subordinate debt payments to shareholders 5,000,000 6,000,000

Balance of debt with financial entities 152,248,984 141,792,209

Balance of subordinate debt with shareholders 56,836,532 61,441,906

Total assets 305,088,458 305,770,022

Total liabilities 263,332,191 265,257,258

During 2016, total revenue was below USD 1,377,313 (-7.29%), as the financial model set

at the beginning of the concession contemplated a higher amount of income for this period.



On the other hand, both EBIDTA (-9.17%) and net profit (-778%) are below the previous

year's levels, since the company had to accrue and record under expenses almost the entire

amount of the first major maintenance scheduled for the 10th year of the concession.

Under the concession agreement, the Company is committed to carry out periodic paving of

the highway, to be completed in 2017. The provision for future paving arises as a result of

the use of the highway during the operation phase.

The study provided by the consulting firm Tecno América on the condition of the asphalt,

estimated USD 6 million above the USD 24 million contemplated in the financial model on

which the expense was recorded. Therefore, the corresponding increase had to be made.

In order to be prepared, in 2016 the company contracted the consulting firm Tecno América,

which carried out the necessary studies on the condition of the asphalt, and estimated the

cost of the project at approximately USD 24 million, USD 6 million above what was agreed

upon in the company’s original financial model, which was the basis to accrue this expense.

Consequently, this expense was increased by USD 9 million or 167%, in order to adjust the

provision to that estimated in the study by Tecno América.

The company had to accrue and record under expenses almost the entire amount of the first

major maintenance scheduled for the 10th year.

Movements in the major maintenance provision account at the end of 2015 and 2016 are as

follows:

2016 2015

Balance at the beginning of the year 15,001,920 9,346,559

Financial cost 2,709,541 817,823

Increase in provision 6,496,857 3,837,538

Balance at the end of the year 23,208,318 14,001,920

The remaining operating, maintenance and administrative expenses are maintained at the

same levels agreed upon in the financial model of the concession.

The financial debt was paid promptly, and according to the levels established in the loan

agreements.

On the other hand, two payments of accrued interest on subordinated debt to shareholders

were made, given the improvement in IMG's charges to the State during 2016 and the

improvement in the collection of tolls. Likewise, this allowed the concession to fully comply

with the agreed levels of reserve accounts and debt ratios, as in 2015.

Relevant Facts

Year 2016 was a very important period for the preventive and corrective maintenance of the

Juan Pablo II Highway. In the last 12 months, the road was subject to different processes



with the aim of rehabilitating and/or maintaining the different sections of the road and its

pavement structure, thus maintaining the service levels required by users.

Activities carried out include the following:

Rehabilitation of Asphalt Surface (patching): 26,485 m2

Construction of longitudinal drainage (covered ditches): 1,640 meters of ditches covered

with rock and cement

Transversal drainage in promenades and berms

Road signaling (Horizontal and Vertical)

Rehabilitation of metallic defenses: 1,276 meters of metal defenses.

Maintenance of Toll Stations:

In compliance with the Infrastructure Maintenance Schedule of Collection Stations,

general maintenance was carried out at toll stations, administrative booths and the

operations control center.

Road safety:

Road assistance is a service offered to users free of charge throughout the year through

specialized units to provide the necessary support in a timely and agile way. It includes:

• Basic mechanical assistance.

• Fuel supply.

• Transfer of vehicles (crane).

• Help in replacing tires.

• Military Security.

• Provision of information.

• Pre-hospital medical services (ambulances).

Contingencies and risks

During the years 2012, 2013, 2014 and 2015, the Company made the formal request for the

asset tax exemption to the authorities in accordance with the procedure established for such

a purpose. The General Directorate of Tax Policy and Legislation of the Ministry of Finance

approved the request by the Company on the tax exemption on this tax for the years above-

mentioned. However, the General Directorate of Internal Taxes, attached to the Ministry of

Finance, rejected this request; thus, the Company submitted appeals for reconsideration

according to the procedure and the deadlines stipulated by the laws. The formal request for

exemption to the Ministry of Finance for 2016 will be made in May 2017, upon submission

of the income tax affidavit to the authorities by the Company. The Company also expects to

obtain approval of the exemption of the assets tax of 2016 from the Ministry of Finance, as

in previous years.

As of the date of preparation of this report, the Contentious Administrative Court of the

General Directorate of Internal Taxes has not ruled yet judgments on appeals submitted for

the years indicated above.

Boulevard Turístico del Atlántico

Vehicles mobilized





Total collected (millions) USD 2.65


Financial Results

2016 2015

Operating revenue USD 20.0 million USD 19.7 million

2015-2016 Variation 1.70%

EBITDA USD 23.8 million

2015-2016 Variation -18.57%

Net profits -USD 44.2 million

Caption: Concesión Boulevard Turístico del Atlántico – Dominican Republic

[Image: Nagua, Sánchez, El Limón, Samana, Hato Mayor]

Boulevard Turístico del Atlántico, S.A. was established on May 18, 2007. The main purpose

of the company is the development, construction and rehabilitation of the Nagua - Sánchez

- Samaná - El Limón - Las Terrenas road, through the concession system. The Company

started operations in November 2011 when both the road and the toll station came into

operation.

Characteristics:

Length: 123.8 km

• 1 lane in each direction.

• Design Speed: 80 km/h and in the urban area 45 km/h.

• A toll station, "El Catey", located at the entrance of the province of Samaná. According

to a provision of the Ministry of Public Works, the formal operation and collection of the

toll began on November 1, 2011. Only traffic that accesses the northern coast of the

Peninsula by the section of the new construction is charged, which links the Section of El

Catey with the municipality of Las Terrenas in a temporary toll station.

For the purposes of administration and control, the project was divided into five sections, as

follows:

Section Location Length (km) Condition

A Nagua – Sánchez 34,900 Rehabilitation

B Sánchez – Samaná 30,000 Rehabilitation

C El Limón junction – El Limón – Abra Grande

27,800 Rehabilitation

D Abra Grande – Balata 15,850 Construction / Rehabilitation

E Balata – El Catey 15,023 Construction Operational Results

a) Traffic and collection



The toll station and its collection scheme were designed and located such that it would

function as a kind of portal at the beginning of the Province of Samaná. In this way, the

taxpayer would be the user who enters or leaves the provincial territory, so that local users

are free of charges for the use of rehabilitated and/or constructed new roads in their entirety.

The toll is charged only to users who access the north coast of the Peninsula by the new

section of the road built. In view of the above, the Government formally committed to the

concessionaire to pay in full the minimum guaranteed income resulting from the variation of

the financial model, which has been carried out since the beginning of the project operation.

During 2016, despite the climatic conditions that affected the country, there was a slight

increase in the total traffic of vehicles, due to the continuous economic recovery, the

increase in the traffic of vehicles paid and the increase of the rates according to the

agreement. Because the secondary road was restored by the Ministry of Tourism and is free

for all users, there is a direct impact on the traffic of the BTA road project. However, the

deterioration of the alternative route has led to certain types of vehicles (Category 3 and 4)

choosing to transit through the BTA road project (the alternate section is not part of the

concession roads; therefore, it is not subject to maintenance).

b) Management of Collection of Minimum Guaranteed Income (IMG)

Year 2016 was a success for the management of collection of guaranteed minimum income.

Consequently, only the quota allocation with a current invoice dated November 10 remained

pending.

In this way, during 2016, quotas were allocated in the budget for the recovery of 4.5 invoices

issued instead of the 4 that had been allocated in previous years, even though the average

days of accounts receivable for 2016 were 170 days compared to 127 days in 2015. Given

the irregularity in payments by the State, the historical average of accounts receivable for

the IMG invoices is 129 days.

Financial Results

2016 (USD) 2015 (USD)

Operating revenue 19,706,703 20,041,228

Financial revenue 13,051,958 12,494,223

Ebitda 29,186,568 23,766,450

Net profits 9,507,832 44,218,334

Balance of debt with financial entities 128,027,030 117,978,880

Balance of subordinate debt with shareholders 67,278,347 73,393,898

Total assets 200,372,311 244,673,691



The debt with financial institutions was paid promptly, according to the levels established in

the loan agreements.

Caption: Concesión Boulevard Turístico del Atlántico – Dominican Republic



Featured Facts

Road maintenance

• Replacement of guardrails and/or metallic defenses in the different sections of the project,

to be replaced due to collisions in traffic accidents.

• Rehabilitation of faults in INAPA - Las Terrenas - Cosón.

• Repair of pavement and asphalt structure for sections A, B and D.

• Repair and construction of longitudinal drains and/or ditches for sections B, C and D.

• Construction of sidewalks and curbs for section D.

• Repair and maintenance of bridge rails for sections A and B.

• Maintenance to toll station and checkpoint and improvement of the archive area.

• Maintenance of speed reducers in sections B, C and D.

• Repair and replacement of vertical signs both at monitored accident points (black spots)

and in all sections of the project.

• Replacement of bi-directional road signs or raised reflective pavement marks that are worn

and/or missing due to the constant flow of heavy vehicles.

• Seeding of trees in slopes in section E as replanting and control of slope erosion at km

5+300 and km 7+000.

• Structural evaluation and proposed designs for final solution to deterioration of Nagua I,

Nagua II and Matancitas bridges.

• Inspection of Bridges section A and section B of road project by Ammann-Whitney/Louis

Berger, for the Annual Maintenance Plan thereof.

• Inspection of pavement structure by Louis Berger, for the annual maintenance plan.

• Clearance of landslides in section E, due to rainy months in October and November in a

length of approximately 40 meters.

In October 2016 the rehabilitation of the asphalt layer was carried out and the rehabilitation

of the longitudinal drainage began in the section:

• Section D: Abra Grande - Coson.

The scope of these works consists of the milling and placement of the asphalt layer. These

repaired points had problems in the layer for the following reasons:

• INAPA piping faults.

• Cracking of the asphalt layer.

• Settlement of the asphalt layer.

Intervention in Section B: Sánchez - El Limón junction (Samaná)

Intervention in Section D: Abra Grande - Cosón

Boulevard Turístico del Atlántico has maintained a road maintenance scheme using

microentrepreneurs from the area of influence of the highway, in order to promote

employment in the area. Each of these microentrepreneurs was held responsible for a

project sector to keep road sides, the rolling surface, culverts, and ditches clean, and

maintain the vegetation at levels suitable for visibility and safety in general terms. They are



the first option in hiring for road repair works, in addition to a routine maintenance

agreement.

Road Safety

Boulevard Turístico del Atlántico has a three-vehicle road assistance team with two

uniformed agents, equipped with first aid, safety and mechanical tools, with adequate

training, as well as a monitoring vehicle, which patrol the road circuit 24 hours a day. In

periods where the flow of visitors to the province increases (Easter and Christmas holidays),

one vehicle equipped for 24-hour patrol is added, in order to improve efficiency in customer

service.

If required, the user is provided in BTA with road and/or mechanical assistance, service of

crane and transfer to a safe point of their vehicle completely free of charge, and finally first

aid care in case of any difficulties in the vicinity of the road corridor. For the latter, BTA has

provided three strategically located aid stations for the rapid assistance required in these

cases.

In 2016, one of the main causes of accident was the imprudence of the users for driving

under the influence of alcohol, excess speed and excess number of passengers.

Likewise, the tendency of vehicles with tires in poor condition and motorcycles without lights

was observed. The project has a major challenge in terms of education in road safety.

I Road Safety: Traffic Monitoring System: It allows to evaluate the safety conditions of

the project. The analysis of the data collected allows to identify critical points.

II Technical Aspects: Quality Management System

Throughout 2016, the administrative team continued the process of reviewing and updating

all instructional manuals and procedures of the operation phase of the collection stations.

The staff was trained and internal audits were carried out in preparation for the recertification

of the Quality Management System based on ISO 9001:2008 standard granted to the

company in 2014.

During 2016, this system has been continued, with enhancement or creation of processes

and promotion of the quality and active participation of those who are part of the system.

Other Events

Acquisition of shares on Grupo Empresarial Grodco by Odinsa S.A.

On May 10, the purchase operation was executed to increase the interest of Odinsa S.A. on

the road concessions projects Autopistas del Nordeste and Boulevard Turístico del

Atlántico, located in the Dominican Republic. Negotiations had begun in late 2015. With the

purchase of Grodco shares, Odinsa became the majority shareholder of the Dominican

concessionaires, increasing its share from 42.5% to 67.5%.

Fault of slopes at kilometer 28-29



During November 2016, and after the cyclonic season, accumulated rainfall in the country

rose to 809.8 mm (3.24 times the historical average for this month). On November 11, 174.2

mm of rain fell, which is 70% of the monthly historical average. Consequently, faults occurred

in slopes on the embankments located at km 28+900 and 29+600 of section A Nagua –

Sánchez of the Boulevard Turístico del Atlántico road circuit, on the next day. As the rain

continued to fall steadily throughout the month, damage to the road segment from kilometers

28+700 to 28+900 was intensified. This resulted in the loss of the right side lane at the

mentioned points, as well as considerable cracks and settlements in the pavement structure

of the section, on Thursday, November 24, 2016.

The work crews of the Concessionaire immediately secured the entire perimeter and

reinforced road safety to protect users, permanently placing an assistance unit for that spot.

Similarly, during that weekend, beginning on Friday, November 25, an attempt was made to

restore the lane provisionally until the relevant evaluations were carried out to find a final

solution. These attempts did not produce any results, since the fault and/or crack that gave

rise to the situation reappeared, despite the removal of the saturated material, the lime

stabilization of the filler and the placement of a triaxial reinforcement mesh.

07 Business Lines

Atlantic Touristic Boulevard Concession - Dominican Republic

Contingencies and Risks:

In accordance with the provisions of the concession agreement signed with the Dominican

government, it has been established that the Company must comply with the tax laws of the Dominican

Republic, except for the exemptions granted under said agreement. This agreement indicates that any

changes to the tax laws that imply the rupture of the economic balance of the agreement will force the

Dominican government to reestablish said balance at their expense.

Agreement Min. No. 6 signed on August 25th, 2005 between the Minister of Public Works and

Communications, the Department of Finance -- now the Minister of Finance -- and the Company as part

of the concession agreement, establishes that because ITBIS regulations were not in force, the

Concessionaire undertakes to bear the difference as an additional contribution. This is due to the fact

that said regulations constitute a rupture of the economic balance of the agreement, thus ratifying the

provisions of the concession agreement related to maintaining an economic balance. Based on the

above, the Company's management understands that it is not subject to the payment of 1% on the

basis of the assets, which would be the basis for taxation given the fact that said tax was not in force

when the agreement was signed and, therefore, it would also qualify as a rupture of the economic

balance. Also, the Company's assets correspond mainly to the concession granted by the Dominican

government. Additionally, the Tax Code grants exemptions to companies whose majority of assets come

from capital-intensive investments.

During the years 2012, 2013, 2014 and 2015, the Company made a formal tax exemption request

for the assets in accordance with the procedure established for such purposes for the fiscal years of

2011, 2012, 2013 and 2014. The General Directorate of Tax Policies and Legislation of the Ministry

of Finance has not objected to the Company requesting a tax exemption for the aforementioned years.

A Grupo Argos company

79 www.odinsa.com

However, the General Directorate of Internal Taxes, which is attached to the Ministry of Finance, has rejected these

requests. Therefore, the Company has been submitting appeals for reconsideration in accordance with the

procedure and deadlines stipulated by law.

Since 2015, it has been negotiating amendments to loan agreements with creditors so that they may adapt to the

reality of the project. Consequently, as of December 31, 2016 the Company is in default of certain covenants of

its financing agreements.

According to Section7.11.2 of the Common Terms Agreement (CTA), it will constitute a default event if the project

does not reach the project completion milestone before July 15, 2016 for reasons not attributable to the borrower,

given that the conditions of the project changed since its inception. Specifically, the company is in default of:

Traffic: The project has not reached the levels of traffic estimated in the initial projections.

Including the original toll plaza (a month prior to starting operations, the government ordered the toll to be moved

to a temporary station, which has still not changed).

Financial Ratios: The project has not been able to consistently meet the financial ratios required in the

loan agreements because of its dependence on the payment of minimum incomes guaranteed by the

government.

Others: The Dominican government still has not finished paying the rights of way to those affected by

the construction of the project.

According to the stipulations of the loan agreements, these situations can, at the discretion of the creditors,

result in the immediate collection of the loans. International financial reporting standards provide that, in such

situations, long-term debts can be reclassified as short-term debts. In such an event, current liabilities would

exceed the current assets by approximately USD 102 million. Despite the fact that this situation can affect the

company's capacity to continue with the ongoing business, the Company's management understands that, in the

short term, the multilateral bank that is the project's creditor will not claim the debt in the long term based on the

following:

The company has been immersed in the process of renegotiating the aforementioned agreements since

June 2015, and it has been a known fact for some time that the Company would not be able to comply

with the aforementioned covenants. The contractual amendments under renegotiation will reflect the

current reality of the project.

The company has been paying its debt on time.

To date, the only substantial obstacle in the negotiations with the creditors is the Dominican

government's failure to pay for the rights of way to those affected by the construction of the project. The

remaining amount to be paid is USD 3.2 million. Despite the fact that under Dominican law and the

stipulations of the concession agreement the responsibility for said payment falls to the government

and not the Company, creditors understand that this subject constitutes an event of non-compliance

under the credit agreements. Despite it is not its responsibility, the company has approached

government officials and has offered the government different alternatives to remedy the situation,

including paying beneficiaries itself.

Creditors issued several waivers, the last of which expired in July 2016 and has not been

renewed. However, to date, the banks have not taken any actions nor have they expressed any

interest in accelerating the payment of the debt, needing the balance and terminating the

agreements, or in increasing the loan's interest rates. For the time being, and until such time an

agreement is reached, the Company continues to comply with its obligations under the CTA and

the rest of the financing agreements while seeking a solution to the impasse caused by the non-

payment of the rights of way to the beneficiaries.

On July 3, 2016 shareholders extended the corporate guarantee until March 31, 2017 in order to give their

creditors greater guarantees during the renegotiation process.

As of the date of this report, the Dispute Tribunal of the General Directorate of Internal Taxes had not issued

a ruling regarding the appeals for the years indicated previously.

http://www.odinsa.com/

ARUBA

Green

Corridor

Financial Results

2016 2015

Operating income:

Variation:

Ebitda:

Variation from 2015:

Net profits:

USD 29,3 million

79.26%

- USD 0,93 million

- 412.42%

USD (17)

USD 16,4 million

80 Odinsa I Annual Report I 2016


Green Corridor Concession -

Aruba

Queen Beatrix Airport

Barcadera Spanish Lagoon

San Nicolas Savaneta

81 www.odinsa.com


07 Business Lines


The Aruba Green Corridor project is being developed by the concessionaire company, Caribbean Infrastructure

Company (CIC) NV, in which Odinsa holds a 100% stake. Similarly, the project has a contractor under the EPC

modality, Chamba Blou NV, which is controlled by Odinsa S.A. through its subsidiary, Odinsa Holding Inc.

On July 22, 2015, the financial closure for the project was achieved and the DBFM Green Corridor contract was signed.

Its scope includes the design, funding and maintenance of the corridor made up of the roads from the airport to San

Nicolas, and the Savaneta - San Nicolas North and South roads. The term of the contract is 25 months, ending on

August 17, 2017, on which date the availability of the project begins, and the 18 year term ends on August 17, 2035.

The project consists on the construction of 7 kilometers of double traffic lanes, the restoration of 27 kilometers, and

the construction of a 6-kilometer bicycle path.

Operating Results: Construction continued throughout 2016 in order to comply with the availability date of August 2017. Progress on the

works reached 53%, with the new second lane and the main structure of the bridge over Spaans Lagoen having been

completed.

• Number of direct employees: 2

• Number of indirect employees: 275

With the goal of positioning Odinsa as one the main companies in the road infrastructure sector and of focusing the

company's investments in projects in which it can hold a majority share, the company announced the divestiture of its

stake in Caribbean Infrastructure Company (CIC), Chamba Blou NV (Chamba), and the Green Corridor project. In

relation with this decision, we are negotiating the sale of the assets with Mota - Engil, which the hiring company

authorized. We are awaiting the authorization of the lending bank.

Financial Results

According to the financial model, no income was generated during the construction period.

The investment in the project was been supported by loan disbursements, as established in the financial model.

Salient Facts In October of 2016, the metallic arch of the bridge over Spaans Lagoen was closed, thus achieving one of the milestones

of the project. Likewise, paving of the second lane was completed in June 2016.

In December 2016, the extension of the ISO 9001:2008 certification was granted, thus meeting one of the contractual

requirements.

The Independent Certifier carried out audits of the manufacturing and assembly of the Spaans Lagoen bridge in June

and September.

Contingencies and/or Risks There have been no events during this period that caused the report of contingencies and/or changes to the risk

profile of the companies and the project.

Green Corridor Concession - Aruba

07 Business Lines


La Pintada Concession

Other Road Infrastructure Business

R

07 Business Lines

Odinsa Concession Projects and Investments for the Collection of INVÍAS Tolls

Financial Results

2016 2015

Operating income:

2015 - 2016 Variation:

EBITDA:


Net profits:

COP 46.854 million COP 62.626 million

-25.18%

COP 15.658 million

15.48%

COP 12,021 million

Contract No. 250 of 2011

Odinsa PI - Invías

Contract No. 250 of 2011, signed between The

National Institute of Roads (Instituto Nacional de

Vías) and Odinsa Proyectos e Inversiones S.A.

achieved the expected income on April 16, 2016

when the first 25 toll plazas located on the different

road corridors that were awarded to the

concessionaires of the 4G roads were reversed.

Extensions were signed for the main contract,

No. 250-2011, which permitted additions to the

contract value in the amount of COP 33,677 million

for the purpose of continuing the collection

operations of the remaining 18 tolls under the

responsibility of Odinsa Proyectos e Inversiones. The

contract additions included the operation of toll

plazas and weighing of the Bogotá - Girardot road,

which is considered one of the most important in the

country.

Collection operations ended on November 30,

2016. The contract is currently suspended for a

period of 6 months.

Additionally, 100% of the operational staff provided

by the temporary services company were relocated.

Unification process with the new concessionaires:

• First delivery - April 17, 2016 (4G

concessions);

25 toll plazas and 2 weighing stations.

Second delivery - September 16, 2016

(Successful Bidder); 18 toll plazas and 3

weighing stations.

Third delivery - November 30, 2016 (Bogotá

- Girardot Concession); 2 toll plazas and 2

weighing stations.

•

•

All 11 regional administrative offices at the

national level were closed down.

Salient Facts

With the reversal of the toll plazas and weighing

stations to Invías, a total of 874 of the Company's

direct employees were terminated; 48% of them were

relocated. *Note: values in millions


Invías Contract No. 250-2011

Description Contract Data

Total Collection

(May 2011- Nov 2016)

COP 2,102,623

Total Contract Income COP 397,713

Toll Plazas 51

Lanes 142

No. of Weighing Stations 10

Direct Employees 910

Indirect Employees 300


Constructora Bogotá Fase III S.A., Confase

Concession

Constructora

Bogotá Fase III

S.A., CONFASE

Financial Results

2016 2015

Operating income:


EBITDA:


Net profits:


57.33%

COP 878 million

74.32%

COP 1.823 million

the architectural works of Bicentennial Park, in

accordance with Appendix 7 of the contract.

The finished park has an area of 8,363 square

meters, out of which 3,529 square meters are large

green areas and an additional 554 square meters are

nature trails. There are also 4,280 square meters of

hard areas, including a central square, squares at

each strip, ramps, stairs and public areas on the

south side, which joins the east and west side, as well

as 390 square meters of green walls. It also has

nearly 900 linear meters worth of railings, 400 meters

of handrails for disabled persons and almost 220

linear meters of single and double benches.

Operating Results

Constructora Bogotá Fase III S.A., CONFASE S.A.

is a company that was created in 2007 and whose

corporate purpose is the construction and

maintenance of projects corresponding to

TransMilenio Group 3, Phase III. Odinsa controls this

company with a 51% stake in it.

At the end of the year, Constructora Bogotá Fase

III was executing the maintenance tasks in

accordance with the obligations acquired under

contract IDU 136-2007. They were also settling the

finalized offers for the construction of

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07 Business Lines

On September 7, 2016 CONFASE S.A. finished

construction on the works of Bicentennial Park.

Before the delivery, technical supervisors and IDU

officials took a tour of the park on September 9th.

Finally, the project was delivered on September

20th.

The costs and expenses of Bicentennial Park, as

of December 31, 2016, amounted to COP 9,627

million and the revenues to COP 11,096 million. The

fiscal year results as of December 31, 2013 were

COP 1,823 million.

IDU Minutes No. 32 is pending invoicing for an

amount of COP 643 million, and it has associated

costs of COP 64 million. It is estimated that this may

be invoiced in February 2017 once the review of unit

prices endorsed by the Technical Supervision Agency

is completed.

By the end of the year, there was a general

progress of 99.55% on the projects. The remaining

0.45% represents projects that were not possible to

execute during the construction stage or during the

maintenance stage for reasons out of the control of

CONFASE related to the completion of the

intersection between 23rd Street and Carrera 10,

and the works related to networks, public spaces

and roads in the area around Circunvalar Avenue

between 26th Street and Carrera 3.

Net profits in 2016 reached COP 1,823 million.

At the end of the 2016 fiscal year, total assets

represented COP 14,912 million. There is a decrease

of 38.88% in relation to the previous year as a

consequence of the reconciliations between the

parties, as follows: VALORCON S.A. in the amount of

COP 1,268 million and VALORCON - ODIVAL in the

amount of COP 3,388 million.

At the end of 2016, liabilities amounted to COP

55,514 million, which represented a decrease of

13.68% compared to the previous year as a

consequence of the reconciliations between the

parties VALORCON S.A., in the amount of COP 4,799

million, and VALORCON - ODIVAL, in the amount of

COP 3,268 million, and the acquisition of new

liabilities in the amount of COP 464 million.

Salient Facts

The company received funding from its

shareholders in the amount of COP 2,300 million,

which was used to ensure the operation of the

company and correct investment in the IDU project.

2016 marked the fourth anniversary of the

maintenance of the roads and public spaces of

segment 4 of Carrera 10 and segment 5 of 26th

Street, and the third anniversary of segment 5 of

Carrera 10 and segment 6 of 26th Street. These

activities are carried out under the highest quality

standards.

We are still making progress on preparing the

documents (information on the digital platform

defined by the entities, deeds of settlement,

certificates of delivery, and management of

certificates of good standing) for the settlement of

IDU Contract 136 of 2007 in accordance with

contractual requirements, which must be submitted

by November 2018.

Financial Results

During 2016, CONFASE S.A. billed projects for an

amount of COP 14,219 million. Close to COP 3,122

million correspond to maintenance work executed

during the second half of 2015 on Bicentennial Park

and billed during the second half of 2016 for

budgetary reasons of the contracting company. It

should be noted that in the company's accounting

records, this amount was provisioned in 2015;

therefore, in the financial statements the revenue

recorded for 2016 is COP 11,096 million.

The decrease in non-operating revenue is due to

the fact that, during the year, we recovered revenues

from deferred taxes in the amount of COP 952

million, and in 2015 we obtained other revenues

through the arbitration court convened to resolve the

contractual disputes between IDU and

TRANSMILENIO, which occurred on February 19,

2013. Once all procedural actions had been taken,

the court issued a conclusive ruling on February 10,

2015 in which the Institute of Urban Development

(Instituto de Desarrollo Urbano - IDU) paid in favor of

CONFASE S.A. the amount of COP 16,227 million on

March 9, 2015.

Supervening Events

On January 31, 2017 the arbitration court

convened before the Chamber of Commerce of

Bogotá in 2014 against IDU and TRANSMILENIO,

claiming COP 20,000 million as payment for work and

longer time spent caused by the execution of IDU

Contract No. 136 of 2007.

The court issued a ruling awarding the payment of

COP 11,500 million to CONFASE S.A.



Odinsa Services

During 2016, vertical signs were supplied and

installed and horizontal demarcation activities were

carried out for the Autopistas del Café Concession,

the Autopistas del Café Construction Group, El

Dorado Airport, CCND and the Santa Marta -

Paraguachón Concession.

The total value of the revenues received in 2016

amounted to COP 4,500 million.

On November 30, 2016 Odinsa Servicios S.A.S

finalized its operations and proceeded to settle the

contracts related to services of demarcation and

supply and installation of signs.

One hundred per cent of its assets were sold to

the Autopistas del Café Concession, which will

continue to perform the activities of vertical and

horizontal signage directly.

The operational staff assigned to the project

were hired directly by the Autopistas del Café

Concession.

Constructora Bogotá Fase III S.A., Confase

Concession 89 www.odinsa.com


07 Business Lines

Airport Concessions


COLOMBIA

El

Dorado International

Airport

OPAIN Operated by

31.4 Millions of passengers served

3.5% Variation from 2015

674,201 Tons of mobilized cargo

0.59% Variation from 2015



El Dorado Airport Concession- Bogotá

Financial Results

2016 2015

Operating revenue from

the operation and

exploitation of the airport:


EBITDA:


Net profits:


13.2%

COP 281.396 million

18.7%

COP 63.983 million

Operating Results

Global passenger traffic registered a growth of

5.1% during the period comprised between

November 2015 and October 2016 (last period

available), driven by lower prices and a strong

international traffic. The Latin American and

Caribbean (LAC) region underwent a growth of

1.2%. (ACI figures as of October

2016). During this same period, global air cargo has

a slightly positive performance in terms of the

previous year, with an accumulated growth of 2.4%.

In Colombia, in accordance with figures

published by Aerocivil, passenger traffic between

January

2016 and October 2016 registered a growth of 5.6%

and a total of 55.1 million passengers. Bogotá's El

Dorado International Airport handles 46.6% of the

total traffic, with 25.9 million passengers served

during said period. Regarding the cargo mobilized by air, national

performance fluctuated quite a bit. However, during

the period between November 2015 and October

2016, the accumulated growth was 2.04%. The total

volume of cargo mobilized during this period was

735,212 metric tons.

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07 Business Lines

Although Aerocivil has not yet issued the passenger

figures, it is estimated that total passenger traffic in

2016 for passenger terminals in El Dorado was 31.4

million passengers. The airport in the country's capital

continues to be the third busiest airport in Latin

America in terms of passenger traffic, with a

passenger traffic growth of 3.5%, behind the airports

of Guarulhos (Sao Paulo) and Mexico City. Over the past year, Turkish Airlines (Turkey), Air

Europa (Spain), Wingo (subsidiary of Copa Holdings)

and Ocean Air (Brazil) started operating out of El

Dorado Airport, which now works with 29 commercial

passenger airlines. There are currently 44 direct

international destinations, now that routes to Istanbul

(Turkey), Cuzco (Peru) and Belo Horizonte (Brazil)

have been opened. Additionally, weekly flights to

Madrid (Air Europa), Buenos Aires (LATAM and

Avianca) and Miami (Viva Colombia) were increased.

12.6 million passengers

(79.83%) pay the airport tax.

Regarding the air cargo, during 2016

674,201 metric tons were mobilized in the

cargo terminal, which represents a growth of

0.59% compared to 2015.

Finally, regarding flight operations,

domestic flights decreased by 3.0%, cargo

flights decreased by 6.4%, and international

flights grew by 2.8%. This confirms the trend

regarding the increased size of aircraft

operating out of the airport, which enables an

increased number of passengers compared to

a decrease in regular commercial aviation

operations.

Investments COP 281,933 million were invested in the

execution of projects. The most relevant are:

Clearway for the north runway, anti-erosion jet-turbine protective surfaces at the head of the north runway, and the expansion of holding points in the north runway - F2

3 Demolition of old airport

Inner platform and passenger boarding bridges million passengers

took connecting flights or were in

transit and were therefore exempt.

Investments Voluntary work to expand the commercial

exploitation areas:

By the end of 2016, Opain S.A. had 559

direct employees, which represented a

variation of 6.68% from the previous year.

Increases were mainly related to the

resumed operation of the Puente Aéreo

Terminal (TPA for its acronym in Spanish),

as the result of the amendments to the

lease agreement made with Avianca S.A. Expansion of the south side building for national

operation. Progress of 73%.




Additionally, it has generated 2,213 indirect jobs

related mainly to activities of construction,

security, cleaning and maintenance at the airport.

Out of the total revenues, the main items

correspond to (i) international airport taxes in the

amount COP 401,159 million and a share of 47% of the total revenues, followed by (ii)

commercial revenues in the amount of COP 259,356

million and a share of 30%.

Financial Results

Revenues from the operation and commercial

exploitation of the airport in 2016 amounted to COP

820,079 million, which represents a growth of

13.2% compared to the COP 724,537 from the

previous year.

281,396 million COP, this was the

Ebitda, which is 18.7%

more than in 2015.

The Company's consolidated profits amounted to

COP 63,983 million, which represents a growth of 4%

caused mainly by the increase of financial expenses

in 2016, which increased by 86%.

30.7% Non-aeronautical

Salient Facts

During 2016, several amendments were made to

the main concession agreement. These include:

69.7% Aeronautical

• Addendum 18, Addendum 19 and

Addendum 22: for the reversal of areas

concessioned to Opain S.A, equivalent to

42,845.52 square meters in order expand

Mike 2 taxiway.

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Income



07 Business Lines

On December 23, 2016, Opain S.A. signed a loan

agreement in pesos with Financiera de Desarrollo

Nacional S.A. (FDN) in the amount of COP 190,000

million, intended to fund voluntary projects. From

this amount, COP 100,000 million were disbursed

according to the progress of the voluntary projects of

the month of October 2016. In 2013, Opain S.A. filed an arbitration claim with

the Arbitration and Conciliation Center of the

Chamber of Commerce of Bogotá against UAEAC

(now subrogated to ANI) for issues related to the

interpretation of the lease agreement signed

between said company and Avianca, which was

transferred to Opain S.A. under the concession

agreement. On August 24, 2015 a ruling was issued

in favor of Opain S.A. As a result of this, 23 of the 24

fines that were to be imposed on Opain S.A. were

dismissed. Once this ruling was final, ANI and the

State Legal Defense Agency filed an appeal for

annulment, which Opain S.A. objected to. Regarding

this, the Council of State ruled on these appeals on

September 14, 2016 which it considered to be

unfounded and ordered ANI to pay the costs.

• Addendum 20: to define the execution of the

Phase I Supplementary Works, for the design,

construction and operation of the following

main works: expansion of the building and

platform with their respective boarding

bridges in the north and south concourses in

the passenger terminal, the Aerocivil hangar,

the collection center and others. The value to

be reimbursed to Opain for detail designs

and studies was agreed on COP 2,117

million, CAPEX for COP 104,269 million and

OPEX for COP 6,339 million. The method of

payment was also agreed upon and an

exclusive sub-account was created for such a

purpose.

• Addendum 21: to extend the modernization

and expansion stage until November 30,

2018. This circumstance resulted from the

lack of restitution of the maintenance

hangars by Avianca, as well as the lack of the

necessary operational windows to finish

work on the airport's north runway.

www.odinsa.com 97


On September 2, 2016 a conciliatory agreement was

signed between Opain and ANI, which was approved

by the Public Prosecutor and the arbitration court,

thus putting an end to the dispute between Opain

and ANI related to the lease agreement signed by

Opain with OTCA.

Avianca summoned Opain to a conciliation hearing

at the Corporate Conciliation and Arbitration

Center of the Superintendency of Corporations

(Conarbitraje) in order to settle the dispute

between the parties in relation to the termination

of Contract BO-AR-011-04, whose purpose was

Avianca's holding of the Puente Aéreo Terminal.

On July 25, 2016 a Conciliation Agreement was

signed between Avianca and Opain at the

Superintendency of Corporations. Among other

aspects of this procedure, Avianca restituted the

common areas to Opain as of October 6, 2016 and

transferred the commercial agreements it had in

place with over 70 space holders. It currently has

new agreements in place regarding the areas it

occupies for the operation of the airline. For its part, Opain S.A. started the direct operation

of the Puente Aéreo Terminal and directly undertakes

the activities related to security, cleaning and the

operational management of the terminal; it has

improved its image and standardized procedures with

Terminal 1 of El Dorado Airport.

Opain took over the

direct operation of

the Puente Aéreo

Terminal and

executes directly

the operational

management

activities.



ECUADOR

Mariscal Sucre

International

Airport Quiport S.A. Operated by

4,873,760 Millions of passengers served

-9.3% Variation from 2015

170.656 Tons of mobilized cargo

-1.8% Variation from 2015



Mariscal Sucre International Airport Concession - Quito

Financial Results

2016 2015

Operating revenue from

the operation and

exploitation of the airport:


EBITDA:


Net profits:

USD 146.6 million USD 155.10 million

-5.48%

USD 106.5 million

-7.83%

USD 45.3 million

Domestic passengers: 2,738,414 (9.3% less

than in 2015).

As for the number of operations, 5,136

cargo aircraft movements were recorded as

well as 55,122 passenger flights, which

represents a decrease of 8.2% compared to

2015. Out of these, 19,557 corresponded to

international aircraft. This represents a

variation of -8.4% compared to 2015. Another

30,409 movements corresponded to domestic

aircraft, which represents a variation of -8.1%

compared to 2015.

By the end of 2016, Mariscal Sucre Airport

connected Quito with 27 domestic and

international destinations.

Operating Results

The year 2016 was marked by economic impacts

on Ecuador, including the devastating earthquake

that affected the coastal area in April. These external

factors had a negative impact on Mariscal Sucre

Airport, as the number of both domestic and

international passengers was decreased.

The number of domestic and international

passengers reached 4,873,760.

International passengers: 2,135,346 (which is

9.4% less than in 2015).

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07 Business Lines

Financial Results

During 2016, the operating income of Quiport

amounted to USD 146.6 million, which represents a

decrease of 5.48% compared to 2015. This variation

is associated with a decrease in the flow of

passengers due mainly to the economic recession

that affected Ecuador during 2016 that resulted in

the decrease of flights and the closure of certain

routes by some airlines.

The Company's Ebitda reached USD 106.5 million,

which represents a decrease of 7.83% and is directly

related to the decrease in traffic.

Net utilities were USD 45.3 million, which

represents a decrease of more than 20% compared

to the previous year. During 2016, Quiport paid USD

13 million in dividends to shareholders.

Debts with financial entities or the capital market

by year end 2016 and compared to 2015. Financial

indebtedness was reduced by USD 63.5 million. The

balance of the debt ended at USD 163 million.

and social responsibility of the airport operations.

Some of the most important awards include:

• March 2016 - Best Regional Airport in

South America.

Skytrax World Airport Awards.

March 2016 - 4 Star Service Rating

Skytrax World Airport Ratings.

July 2016 - Leading Airport in South America

World Travel Awards.

•

•

•

•

•

When a devastating earthquake hit the coastal

areas of Ecuador on April 16, 2016, Quiport

contributed in different ways: it provided logistical

support for humanitarian flights, direct help for

affected employees, collection and distribution of

donations from airport companies, and the

rehabilitation of the airport in Manta in 3 days.

Since 2008, a key focus of Corporación Quiport

has been the development of routes. This is why it

has been participating actively in different events

and meetings with airlines, with the aim of promoting

new destinations and flight connections. During

2016, several achievements were accomplished in

this field. Relevant Facts

Corporación Quiport reached a significant

milestone in terms of its relationship with its lenders

by obtaining the Technical Completion, Financial

Completion and Project Completion certifications,

which demonstrate the airport has met the

infrastructure and technological equipment

requirements demanded by the banks through

international consultants such as Mott MacDonald

and Golder, and it has also exhibited solid financial

management.

In 2016, Mariscal Sucre International Airport

obtained awards from the main players in the global

airport management arena. Without a doubt, the

most relevant aspects considered by international

associations were excellent service, focus on safety

• February 25 - JetBlue started operations out of

Quito.

September 12 - LATAM Airlines Ecuador made

its inaugural flight to Buenos Aires. This route

operates 7 weekly flights.

December 3 - Wingo began its operations.

December 14 - Qatar Cargo landed at the

airport for the first time.

•

•

•

The focus remained on improving the passenger

experience by offering new stores and

restaurants, expanding the infrastructure, and

adding more art and landscaping to the airport.



www.odinsa.com 101 Mariscal Sucre International Airport Concession - Quito


07 Business Lines

Energy Business


Generadora del Atlántico GENA - Panama

PANAMA

Generadora

del Atlántico

GENA 78 Gwh Generated Energy

-34% Variation

567 GWh Energy sold through contracts

57% Variation




Financial Results

2016 2015

Operating revenue:


EBITDA:


Net profits:

USD 92.8 million USD 97 million

-4.32%

USD 42.7 million

37.30%

USD 15.8 million

Operating Results

In 2016, GENA generated 78 GWh. This

represents a decrease of 34% in comparison to

2015. The highest levels of generation occurred in

January and in May, when 31 GWh and 30 GWh were

produced, respectively. The plant was affected by the

influx of new generating units at the end of 2015,

and by a very humid summer in the Caribbean basin

where two of the most important lakes in Panama

are located (Fortuna and Changuinola), as well as by

a very good level of wind in the central area of the

country, where Panama's wind farm with 280 MW of

installed capacity is located. Additionally, there was

a very low growth of the maximum demand on the

system, which was

only 6 MW this year, when an additional 80 MW were

expected.

In 2016, the energy sold though contracts with

distributors was 567 GWh, 57% more than in 2015,

due to the fact that the average volume of contracted

power went from 58 MW to 94 MW.

The low generation and the increased

commitments of energy contracts reduced the

availability of energy for sale on the occasional

market, in comparison with 2015. In 2016, the energy

sold on the occasional market amounted to 23 GWh,

compared to 71 GWh in 2015.

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07 Business Lines

The above also caused the purchase of energy

on the occasional market to rise, in order to be

able to honor the contracts with distributors. In

2016, said purchases totaled 513 GWh, which

is 72 GWh more than the 441 GWh of 2015.

Commercialized firm energy totaled 130 MW,

same as 2015.

Financial Results

Over the course of the year, operating income

amounted to USD 92.8 million, which is USD 4.2

million less than in 2015, while direct costs

decreased by USD 16.7 million, which enabled an

increase of the contribution margin of USD 12.5

million more than the previous year.

The company's Ebitda was USD 42.7 million,

which is USD 11.6 million more than in 2015.

Operational and maintenance costs increased

by USD 1.9 million compared to 2015. This was

mainly due to the following reasons: Increased

transmission costs (USD 0.4 million), execution of

preventive and corrective maintenance (0.7

million) and an accumulated rate for rural

electrification of USD 0.5 million (half of this

amount corresponds to the 2016 period whose

implementation was approved in December of that

year through an amendment to the law).

Net profits in 2016 amounted to USD 15.8 million.

This is USD 0.6 less than the previous year. This

result was affected by the disposal of assets in the

amount of USD 5.6 million, and USD 6.4 million from

the amortization of the Gas Conversion Project.

By the end of 2016, the Company's financial position

had improved significantly in comparison to the

previous year. The balance on the credit line was paid

off over the course of the year. Additionally, USD 18

million were paid towards the related party debt and

USD 2 million were paid towards the shareholder

debt. The debt with La Concepción was reduced to

USD 17 million down from 32 million.

Positive net profits for the third year in a row and a plant availability of 92.7% make 2016 the best year in GENA's history.

Relevant Facts

With positive net profits for the third year in a

row and a plant availability of 92.7%, 2016 was the

best year in GENA's history. The drop in fuel prices,

the new plants - especially wind farms - and the

weather conditions all helped to provide the energy

for the contracts with distributors at a lower cost.

The price of energy on the occasional market

reached

Financial expenses remained at USD 6.0 million,

made up of USD 2.7 million from La Concepción

loan, USD 2.8 million in shareholder loans and

USD 0.5 million in financial expenses with

Banistmo.




an annual percentage of USD 60/MWh. During the

summer, the average price was USD 68/MWh The

contribution margin for the year was USD 52.7

million. At the beginning of the year, an average award of

64 MW of power was obtained in contracts with

distributors for the 2017-2019 period through LPI

ETESA Bid No. 03-15, which was originally mistaken

and had not been awarded to us. These contracts

represent over USD 21.7 million.

GENA obtained a backup power contract that

represents revenues of USD 6.46 million for the

Company for the 2017-2018 period.

For GENA, one of the main goals this period was

to keep the plant's main equipment preserved and

ready to be operated. In order to do this, several

projects were carried out:

Modification to the 200 gas turbine

filter house in order to install bag

filters to address the coal ash

emissions problem.

Industrial paint on all eight diesel fuel

tanks and the plant's water tank.

Combustion inspection of the 200

gas turbine.

Repair and paint job on the upper

transition parts of the HRSG 200.

Repair and maintenance of all the

pad-mounted transformers.

Biannual inspection of the two

HRSGs.

Graduation of three new control

room operators.

Execution of the Plant's Tree

Planting Plan.

• Correction of gas leaks in the housing of gas

turbine No. 200.

Major inspection of the generator of gas

turbine No. 200.

Replacement of the coolers (radiators) of the

115kV power transformers corresponding to

units 200 and 300.

It should be noted that the maintenance work

was completed within the scheduled time and

estimated cost. •

• The accident rate target for 2016 was 6.75%,

which was not only met but exceeded, with a rate

of 1.79%.

107 www.odinsa.com


CHILE

Generadora del

Pacífico GENPAC

1.49 Gwh Generated Energy

16% Variation


%


Generadora del Pacífico GENPAC - Chile

Financial Results

2016 2015

Operating income:

Variation:

Ebitda:

Variation:

Net profits:

USD 7.6 million

2.2%

USD 4.8 million

3.5%

USD 2.5 million

USD 7.4 million

Operating Results

GENPAC has two generation plants located in the

same area in Copiapó. The first one is a thermal power

plant made up of 60 Perkins-FG Wilson diesel engines

with a maximum unit power of 1,600 KW prime and a

working power of

1,280 KW within a regime of continuous operations,

and a firm energy of 85.98 MW, as declared to the

Central Interconnected System (SIC, for its acronym in

Spanish). The energy sufficiency level compensated

by the system was 65.88 MW by the end of 2016. The

plant has an availability of 4 stations with 16

generating units each, which are

governed by a central control system (SCADA ) that

allows the independent operation of each engine. Also, as of the first quarter of 2017 the new

photovoltaic generation plant will start operations.

This plant consists of 42,200 solar panels with a

maximum capacity of 13.8 MW. The building

occupies an area of 15.38 hectares in two lots

adjacent to the existing diesel plant.

In 2016, the CDEC-SIC requested to operate as

a backup plant on 14 occasions, for a total of 28.45

hours and

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07 Business Lines

1.5 GWh generated during the year. The above

took place despite having a marginal cost of

148.98 USD/KWh, a much higher price than the

average spot market price, whose 2016 average

closed at USD 37/MWh at the Cardones node,

where said energy is injected. Both generation plants supply energy to the

national SIC system though their own 220 kV

interconnection line between the Medellín

Substation (23/220 kV) and the Cardones

Substation. The Cardones Substation is the

reference point for the injection of energy from the

plant to the system (instant node price).

Relevant Facts

This year, construction on the photovoltaic project

reached 99%, with 42,200 solar panels and 13.8

MW-peak. Connection tests and commissioning as

well as some minor repairs are still pending.

During the year, GENPAC obtained a loan from

Banco de Chile, which enabled the financial closure

necessary to begin construction on the photovoltaic

plant. The loan covered 100% of the project's CAPEX

and refinanced the existing loans with the same bank.

The construction of the plant took 14 months and

was completed in mid-November. The only things

pending are the provisional acceptance and final

connection tests, which will take place in February

2017 after the permit for change of soil use and the

definitive construction permit are granted by the

municipality of Copiapó.

As a result of the strategic analysis of Odinsa's

objectives, the decision was made to completely

divest the Company's assets. Consequently,

GENPAC's administrative and operational teams

actively participated in several sue diligence

processes within the framework of the sale process.

All the administrative, legal and technical documents

were prepared to be entered into the virtual data

room made available to buyers and a presentation

document was prepared for potential buyers.

Additionally, between the months of June and

December, several presentations and tests were

carried out for interested companies and we

participated in the definitive process of confirmatory

due diligence with the best bidder selected during the

last quarter of the year.

Regarding the operating results, it is worth noting

there was an increase in the value of the energy

sufficiency recognized by the CDEC SIC as a

consequence of the improved firm capacity of the

plant (sufficiency energy) resulting from the training

received by the plant's maintenance and operation

teams.

Financial Results

The EBITDA improved in comparison to 2015; it

reached USD 4.8 million, which was the result of

higher revenues from power in accordance with the

change in calculation methodology issued by the

Department of Energy and published in early 2016,

and in accordance with the savings in direct fuel

costs due to a lower generation.

The debt balance increased as a result of the

loan from Banco de Chile to fund the new

photovoltaic generation project. In 2016, a loan

was received from Banco de Chile to fund the

execution of the project and 100% of the previous

debt was refinanced as well.

The following were offered as collateral for this

purpose: a pledge on the equipment and land of the

Termopacifico project and a pledge on the

photovoltaic equipment, which will be executed

once the declaration of provisional operation is

granted. Additionally, Odinsa Holding provided a

parent company guarantee in the amount of USD

12.5 million in favor of Banco de Chile as backing

for the fulfillment of GENPAC's obligations.

In 2016, three installments of the loans were

amortized in the months of June, September and

December, which corresponded to principal and

interest for segment 1 (total value of USD 14

million), interest for segment 2 (total value of USD

12 million) and interest for segment 3 for USD 5.7

million corresponding to a one year bullet loan

extendable to 8 years.



www.odinsa.com 111 Generadora del Pacífico GENPAC - Chile


08

CONSOLIDATED

FINANCIAL STATEMENTS


Concession

Consolidated Financial Statements 08

Medellin, February 20th, 2017

To the Shareholders of Odinsa S.A.

and the General Public

In my capacity as Legal Representative, I hereby certify that the consolidated financial statements that

have been made public with a cutoff date of December 31, 2016 do not contain any defects, inaccuracies

or material error that may obscure the true financial position or operations carried out by Odinsa S.A. during

the corresponding period.


Legal Representative





The undersigned Legal Representative and Accounting Manager of Odinsa S.A. (hereinafter "the Company"),

hereby certify that the Company's consolidated financial statements up to December 31, 2016 and 2015

have been taken faithfully from the books and that, prior to being made available to you and to third

parties, we have verified the following statements contained therein:

a) All the assets and liabilities included in the Company's consolidated financial statements up to

December 31, 2016 and 2015 and all the transactions included in these statements have been

carried out during the years ended on the aforementioned dates.

b) All the economic events carried out by the Company and its subordinates during the years ended on

December 31, 2016 and 2015 have been recognized in the financial statements.

c) The assets represent probable economic benefits in the future (rights) and the liabilities represent

probable economic commitments in the future (obligations) obtained by or under the responsibility of

the Company as of December 31, 2016 and 2015.

d) The income and expenses accrued match the reality of the Company and they have been classified

based on current legal stipulations.

e) All the elements have been recognized based in their appropriate values in accordance with the

financial reporting standards applicable in Colombia.

f) All the economic events that affect the Company have been classified, described and disclosed

correctly in the financial statements.



Mario Alonso García

Romero

Accounting Manager

T.P. 69852 -T

115 www.odinsa.com



Tax Auditor Report

To the Shareholders of Odinsa S.A. (previously Grupo Odinsa S.A.) February 22, 2017

1. I have audited the attached consolidated financial statements of Odinsa S.A. (previously Grupo Odinsa S.A.),

which include the financial position statement as of December 31, 2016 and the income statement, the

statement of changes to the shareholders' equity and the cash flow statement for the year ended on said date,

as well as the summary of the main accounting policies indicated in Note 2 and other explanatory notes.

Responsibility of Management for the Financial Statements

2. Management is responsible for the adequate preparation and presentation of these consolidated financial

statements in accordance with the accounting and financial reporting standards accepted in Colombia. They

are also responsible for whatever internal controls Management considers relevant to the preparation of these

financial statements so that they are free of significant mistakes caused by fraud or errors.

Responsibility of the Auditor

3. My responsibility is to offer an opinion on said consolidated financial statements based on my audit. I

conducted said audit in accordance with the financial reporting audit standards accepted in Colombia. These

standards demand that the audit meets certain ethical requirements, and that the audit is planned and

carried out in order to obtain reasonable assurance that the financial statements are free of significant errors.

4. An audit consists of developing procedures to obtain audit evidence regarding the amounts and disclosures

found in the financial statements. Procedures are chosen based on the auditor's judgment, including assessing

the risk of there being significant errors in the financial statements caused by fraud or mistakes. In evaluating

the risk, the auditor considers the Company’s relevant internal control measures used to prepare the financial

statements in order to design audit procedures that are appropriate to the circumstances. An audit also

includes an assessment of the suitability of the accounting policies that were used and the accounting

estimates made by Management, as well as an evaluation of the complete presentation of the consolidated

financial statements.

5. I believe the audit evidence I obtained is sufficient and appropriate to provide a basis for my opinion, with

certain caveats which are expressed in paragraph 7 below.

To the Shareholders Meeting of Odinsa S.A. (previously Grupo Odinsa S.A.) February 22, 2017 Basis for the Opinion with Caveats

6. The consolidated financial statements of Odinsa S.A. include, up to December 31, 2016, assets from the

subsidiary Boulevard Turístico del Atlántico S.A. in the amount of $495,472 million and net revenues of

$86,182 million, which were recorded based on the preliminary financial statements and represent 9.5% and

6.3% of the Company's total assets and revenues, respectively. By the end of the year, the audited financial

statements of said subsidiary had not been provided to me, therefore, it was not possible to obtain sufficient

and adequate evidence of the book value of the assets and the revenues recorded up to December 31, 2016.



Opinion with Caveats

7. In my opinion, except for the possible effect of the issue described in paragraph 6 above, the attached

consolidated financial statements are a reasonable reflection, in all significant aspects, of the financial

situation of Odinsa S.A. as of December 31, 2016 and of the results of its operations and cash flows for the

year ended on said date, pursuant to the accounting and financial reporting standards accepted in Colombia.

Emphasis Paragraph

8. Without qualifying my opinion, I would like to call attention to the facts described in the following notes to

the consolidated financial statements:

a) Note 37 indicates that the consolidated financial statements up to December 31, 2016 were prepared

using the provisional fair value for the combination of businesses made directly and indirectly by Odinsa

S.A. with the subordinate companies Autopistas del Nordeste S.A., Boulevard Turística del Atlántico S.A.

and their corresponding joint operations, “JVADN” and “JVBTA”, respectively. Therefore, until such time as

the measuring period established by IFRS 3 "Business Combinations" (which may not exceed a year from

the date of acquisition) is over, there is the probability that these financial statements may be adjusted to

reflect the impact of new information obtained regarding facts and circumstances that existed on the date

of acquisition and which would have affected the values recognized as of that date.

b) Note 35 describes the current status of the arbitration claim filed by the National Infrastructure Agency

(ANI, for its acronym in Spanish) and of the fiscal liability process being handled by the Comptroller

General's Office against the subordinate Autopistas del Café S.A. This is expected to be resolved within

the respective terms of the law.

To the Shareholders Meeting of Odinsa S.A. (previously Grupo Odinsa S.A.) February 22, 2017

Other Issues

9. The Company's consolidated financial statements for the year ended on December 31, 2015 were audited

by me using audit standards generally accepted in Colombia, and which were in force at that date. On a report

dated February 25, 2016 I issued an opinion with no caveats regarding said statements. My opinion for the

year 2016 is not qualified regarding that matter.

Jorge Eliécer Moreno Urrea

Auditor

Professional Card No. 42619-T

Member of PricewaterhouseCoopers Ltda.

117 www.odinsa.com



ODINSA S.A. (previously Grupo Odinsa S.A.) Consolidated Financial Position Statements As of December 31, 2016 and 2015 (Figures in millions of Colombian Pesos)


Note

2016 2015

Assets

Current Assets

Cash and Cash Equivalents 9 311,590,615 261,848,398

Trade receivables and other accounts receivable

10

398,378,258

330,408,607

Inventories 11 247,653 7,652,887

Other non-financial assets 12 13,338,480 26,449,994

Other financial assets 14 2,257 40,379,418

Current tax assets 19 28,054,602 36,462,548

Discontinued operations 20 342,358,651 -

Restricted cash 9 523,647,103 120,194,470

Total Current Assets 1,617,617,619 823,396,322

Non-Current Assets

Investments in subsidiaries, joint ventures and

associates

13

990,742,935

1,091,154,406

Property, plant and equipment 17 40,417,435 651,770,022

Investment properties 18 39,117,421 35,761,109

Deferred tax assets 19 49,684,944 34,719,874

Other financial assets 14 422,079 56,892,801

Other intangible assets 16 137,410,325 103,175,017

Trade receivables and other accounts

receivable

10

2,325,691,501

165,593,284


Restricted cash 9 - 10,018,713

Total Non-Current Assets 3,590,821,098 2,159,426,247

Total Assets 5,208,438,717 2,982,822,569

Equity and Liabilities

Share capital 29 19,604,682 19,604,682

Issue premium 354,528,587 354,528,587

Year results 670,201,765 133,190,039

Other comprehensive income 121,023,458 113,705,042

Accumulated earnings (229,121,173) (274,446,164)

Reserves 29 499,067,792 369,977,525

Other components of equity (6,541,592) (2,245,480)


See the notes to the financial statements



(See attached certification)

Mario Alonso García Romero

Accountant

T.P. No 69852-T


Jorge Eliecer Moreno Urrea

Auditor

T.P. No. 42619 - T

Member of PricewaterhouseCoopers

Ltda. (See attached report)

119 www.odinsa.com

Note

2016 2015

Non-controlling interest 382,476,273 259,716,978

Total Equity 1,811,239,792 974,031,209

Current Liabilities

Loans and obligations 21 501,667,201 515,744,791

Other provisions 23 2,552,524 -

Other non-financial liabilities 24 71,108,882 122,143,420

Employee benefits 25 7,239,304 10,878,011

Trade payables and other accounts payable 26 149,209,692 96,643,175

Current tax liabilities 19 22,858,916 16,797,548

Securities issued 28 40,885,749 340,011

Discontinued operations 20 190,874,829 -

Total Current Liabilities 986,397,097 762,546,956

Non-Current Liabilities

Loans and obligations 21 1,303,120,406 964,531,026

Other provisions 23 112,321,091 12,808,544


Employee benefits 25 4,935,525 409,282


Deferred tax liabilities 19 50,761,915 50,627,594

Securities issued 28 504,477,299 79,000,000

Total Non-Current Liabilities 2,410,801,828 1,246,244,404

Total Liabilities 3,397,198,925 2,008,791,360

Total Liabilities and Equity 5,208,438,717 2,982,822,569



ODINSA S.A. (previously Grupo Odinsa S.A.) Consolidated Income Statement For the years ended on December 31, 2016 and 2015

(Figures in thousands of Colombian Pesos)






Accountant

T.P. No 69852-T



Auditor

T.P. No. 42619 - T




Note 2016 2015

Gains (losses)

Revenue from regular business activities 30 1,360,747,519 553,968,469

Share in gains (losses) of associates and

joint

13

124,846,930

37,129,328

ventures posted using the equity method

Cost of sales (244,759,300) (326,071,662)

Gross profit 1,240,835,149 265,026,135

Other revenues 32 20,238,361 1,594,861

Administrative expenses 31 (163,164,466) (103,705,591)

Other expenses, net 32 (67,607,579) 15,063,302

Gains (losses) on operating activities 1,030,301,465 177,978,707

Financial income and expenses, net 33 (140,511,981) (17,276,155)

Gains (losses) before taxes 889,789,484 160,702,552

Tax revenue (expenses) 19 (50,112,580) (38,421,791)

Gains (losses) of the Group before discontinued operations 839,676,904 122,280,761

Discontinued operations 20 (329,797,731) 70,371,801

Gains (losses) of the Group after discontinued operations

509,879,173

192,652,562

Earnings per share (in pesos) 2,601 1,061

From continuous operations 4,283 637

From discontinued operations (1,682) 366

Gains (losses) attributable to non-controlling interests (160,322,592) 59,462,523

Gains (losses) attributable to the owners of the parent 670,201,765 133,190,039


ODINSA S.A. (previously Grupo Odinsa S.A.) Consolidated Statement of Other Comprehensive Income For the years ended on December 31, 2016 and 2015







Accountant

T.P. No 69852-T



Auditor

T.P. No. 42619 - T



121 www.odinsa.com

Note 2016 2015

Gains attributable to the owners of the parent 670,201,765 133,190,039

Equity method 13 863,621 (44,536,019)

Difference from exchange rates 13 7,571,426 153,937,131

Difference from exchange rates - discontinued operations 20 (1,116,631) 4,303,930

Reclassification to other equity components

Items reclassified after the income 7,318,416 113,705,042

Comprehensive income attributable to non-controlling interests (2,862,269) 46,156,992

Comprehensive income attributable to owners of the Company 674,657,912 293,052,073



ODINSA S.A. (previously Grupo Odinsa S.A.) Consolidated Cash Flow Statements For the years ended on December 31, 2016 and 2015



Cash flows from operating activities

2016 2015

Year Results $ 670,201,765 133,190,039

Adjustments to reconcile the net profits with the (used) cash provided by

operating activities:

Non-controlling interest (160,322,592) 59,462,521

Income tax expense recognized in gains or losses

18,761,170

53,347,652

Share in the income of subsidiaries, associates and joint ventures

(124,846,931)

(37,129,328)

Profits/losses from the sale and write-off of properties, plant and equipment 811,697 (143,226)

Profits/losses from the sale of investments (64,506,306) (578,307)

Loss from impairment recognized in income from investments - 5,032,687

Depreciation and amortization of non-current assets 37,202,706 8,912,023

Amortization of intangibles other than capital gain - 11,637,395

Other adjustments to reconcile the gains (losses) (15,785,799) 18,717,932

Profit from advantageous purchases (665,093,736) -

Adjustment of investments at fair value (10,893,067) -

Long-term provisions 46,856,596 -

Long-term asset impairment 383,403,807 -

115,796,713 252,449,388

Changes in assets and liabilities:

Trade receivables and other accounts receivable 89,550,294 (185,442,998)

Inventories 7,283,873 1,449,437

Other assets - taxes, expenses paid in advance (21,281,193) (43,799,541)

Other financial assets 3,041,098 -

Current tax assets 382,982 -

Taxes paid (23,412,353) (17,570,804)

Investments in subsidiaries, joint ventures and associates 151,725,448 -

Trade payables and other accounts payable 16,171,411 (44,148,066)

Provisions 2,265,681 9,745,773

Deferred revenues 140,402,403 37,344,966

Employee benefits (8,430,855)

Securities issued 40,545,738

Other liabilities (127,610,860) 104,731,787







Accountant

T.P. No 69852-T



Auditor

T.P. No. 42619 - T



123 www.odinsa.com

Cash Generated by Operating Activities

2016 2015

409,835,330 132,330,746

Interests received 1,330,849 8,737,555

Tax paid on wealth - (5,976,592)

Dividends paid - (39,876,400)

Dividends received 3,936,180 1,594,861

Net Cash Generated by Investment Activities 415,102,359 96,810,170

Cash flows from investment activities

Acquisition of properties, plant and equipment (56,695,289) (171,188,400)

Product of the sale of properties, plant and equipment 1,033,567 1,434,187

Acquisition of investment properties - (2,650,544)

Acquisition of intangible assets 40,595,207 (104,796,071)

Acquisition of interests in associates and joint ventures - (785,483,817)

Product of the sale of interests in associates and joint ventures 37,336,063

120,006,804

Acquisition of dependents, net cash 292,217,547 -

Increase/decrease of other assets (111,868,379) -

Net Cash Used for Investment Activities 202,618,717 (942,677,841)

Cash Flows from Financing Activities

Increase/decrease of other financing instruments - banks -

bonds

(56,737,058)

1,026,307,958

Interests paid (89,888,825) (44,212,090)


Increase/decrease of other liabilities (300,982,231) -

Net Cash Provided in Financing Activities

(164,526,227) 1,059,610,213

Net increase (net decrease) of cash and cash equivalents 453,194,849 213,742,542

Cash and cash equivalents at the beginning of the period 382,042,869 168,300,327

Cash and cash equivalents as of December 31

$

835,237,718

382,042,869


ODINSA S.A. (previously Grupo Odinsa S.A.) Consolidated Statement of Changes in Equity For the years ended on December 31, 2016 and 2015


components interest

Mauricio Ossa Echeverri Legal Representative



Accountant

T.P. No 69852-T



Auditor

T.P. No. 42619 - T



Co

nso

lida

ted

Fin

an

cia

l S

tate

me

nts

0

8

12

4

Od

insa

I An

nu

al R

ep

ort I 2

01

6

Subscribed

and paid share

capital

Share issue

premium

Legal reserve

Reserve for investments

and donations

Year Results

Accumulated

income

Other

comprehensive income

Other equity components

Non-controlling

Total

Balance as of December 31, 2014 18,316,631 264,236,219 78,498,174 285,502,759 85,461,922 (257,776,516) 70,974,174 14,199 182,202,633 727,430,195

Changes in equity:

Appropriations 1,288,051 90,292,368 10,616,872 (85,461,922) (16,669,648) 65,721

Period results 133,190,039 133,190,039



Tax on wealth (4,640,280) (4,640,280)

Other movements (2,259,679) (2,259,679)

Balance as of December 31, 2015 $ 19,604,682 354,528,587 78,498,174 291,479,351 133,190,039 (274,446,164) 113,705,042 (2,245,480) 259,716,978 974,031,209

Changes in equity:

Appropriations 133,190,039 (133,190,039)


Other comprehensive income 7,318,416 (2,862,269) 4,456,147

Year Results 670,201,765 (160,322,592) 509,879,173

Tax on wealth (4,099,772) (4,099,772)

Other movements 45,324,991 (4,296,112) 41,028,879

Balance as of December 31, 2016 $ 19,604,682 354,528,587 78,498,174 420,569,618 670,201,765 (229,121,173) 121,023,458 (6,541,592) 382,476,273 1,811,239,792


www.odinsa.com 125 La Pintada

Concession


09

SEPARATE FINANCIAL

STATEMENTS

Los Llanos Road Concession

Separate Financial Statements 09



and the General Public

In my capacity as Legal Representative, I hereby certify that the separate financial statements that have been

made public with a cutoff date of December 31, 2016 do not contain any defects, inaccuracies or material error

that may obscure the true financial position or operations carried out by Odinsa S.A. during the corresponding

period.







The undersigned Legal Representative and Accounting Manager of Odinsa S.A. (hereinafter "the Company"),

hereby certify that the Company's separate financial statements up to December 31, 2016 and 2015 have

been taken faithfully from the books and that, prior to being made available to you and to third parties, we

have verified the following statements contained therein:

a) All the assets and liabilities included in the Company's consolidated financial statements up to

December 31, 2016 and 2015 and all the transactions included in these statements have been carried

out during the years ended on the aforementioned dates.

b) All the economic events carried out by the Company and its subordinates during the years ended on

December 31, 2016 and 2015 have been recognized in the financial statements.

c) The assets represent probable economic benefits in the future (rights) and the liabilities represent

probable economic commitments in the future (obligations) obtained by or under the responsibility of the

Company as of December 31, 2016 and 2015.

d) The income and expenses accrued match the reality of the Company and they have been classified

based on current legal stipulations.

e) All the elements have been recognized based in their appropriate values in accordance with the

financial reporting standards applicable in Colombia.

f) All the economic events that affect the Company have been classified, described and disclosed

correctly in the financial statements.



Mario Alonso García

Romero

Accounting Manager

T.P. 69852 -T

129 www.odinsa.com



Tax Auditor Report

To the Shareholders of Odinsa S.A. (previously Grupo Odinsa S.A.) February 22, 2017

I have audited the attached separate financial statements of Odinsa S.A. (previously Grupo Odinsa S.A.), which

include the financial position statement as of December 31, 2016 and the income statement, the statement of

changes to the shareholders' equity and the cash flow statement for the year ended on said date, as well as the

summary of the main accounting policies indicated in Note 2 and other explanatory notes.

Responsibility of Management for the Financial Statements

Management is responsible for the adequate preparation and presentation of these consolidated financial

statements in accordance with the accounting and financial reporting standards accepted in Colombia. They are

also responsible for whatever internal controls Management considers relevant to the preparation of these

financial statements so that they are free of significant mistakes caused by fraud or errors.

Responsibility of the Auditor

My responsibility is to offer an opinion on said separate financial statements based on my audit. I conducted

said audit in accordance with the financial reporting audit standards accepted in Colombia. These standards

demand that the audit meets certain ethical requirements, and that the audit is planned and carried out in order

to obtain reasonable assurance that the financial statements are free of significant errors.

An audit consists of developing procedures to obtain audit evidence regarding the amounts and disclosures

found in the financial statements. Procedures are chosen based on the auditor's judgment, including assessing

the risk of there being significant errors in the financial statements caused by fraud or mistakes. In evaluating

the risk, the auditor considers the Company’s relevant internal control measures used to prepare the financial

statements in order to design audit procedures that are appropriate to the circumstances. An audit also includes

an assessment of the suitability of the accounting policies that were used and the accounting estimates made

by Management, as well as an evaluation of the complete presentation of the separate financial statements.

I believe the audit evidence I obtained is sufficient and appropriate to provide a basis for my opinion, with

certain caveats which are expressed in the paragraph below.


Basis for the Opinion with Caveats

The financial statements of Odinsa S.A. include, as of December 31, 2016, direct and indirect investments in

the subsidiary Boulevard Turístico del Atlántico S.A. in an amount of $79,266 million and equity method

revenues of $86,182 million, which were recorded based on the preliminary financial statements and represent

4.2% and 9.4% of the Company's total assets and revenues, respectively. By the end of the year, the audited

financial statements of said subsidiary had not been provided to me, therefore, it was not possible to obtain

sufficient and adequate evidence of the book value of the investment and the equity method revenues recorded

up to December 31, 2016.



Opinion with Caveats

In my opinion, except for the possible effect of the issue described in the paragraph above, the attached financial

statements are a reasonable reflection, in all significant aspects, of the financial situation of Odinsa S.A. as of

December 31, 2016 and of the results of its operations and cash flows for the year ended on said date, pursuant

to the accounting and financial reporting standards accepted in Colombia.

Emphasis Paragraph

Without qualifying my opinion, I would like to call attention to the facts described in the following notes to the

financial statements:

a) Note 12 indicates that the financial statements up to December 31, 2016 were prepared using the

provisional fair value for the combination of businesses made directly and indirectly by Odinsa S.A. with the

subordinate companies Autopistas del Nordeste S.A., Boulevard Turística del Atlántico S.A. and their

corresponding joint operations, “JVADN” and “JVBTA”, respectively. Therefore, until such time as the

measuring period established by IFRS 3 "Business Combinations" (which may not exceed a year from the

date of acquisition) is over, there is the probability that these financial statements may be adjusted to reflect

the impact of new information obtained regarding facts and circumstances that existed on the date of

acquisition and which would have affected the values recognized as of that date.

b) Note 32 describes the current status of the arbitration claim filed by the National Infrastructure Agency

(ANI, for its acronym in Spanish) and of the fiscal liability process being handled by the Comptroller General's

Office against the subordinate Autopistas del Café S.A. This is expected to be resolved within the respective

terms of the law.


Report on other Legal and Regulatory Requirements

Management is also responsible for ensuring compliance with regulatory aspects in Colombia related to the

management of accounting documents, the definition of internal control measures, the conservation and

custody of assets in the Company's power, the preparation of management reports, and the proper handling of

contributions to the Social Security system.

As required by law and Colombian regulations, I have carried out procedures related to compliance with

regulations, and based on said procedures, it is my opinion that:

a) The Company's accounting records conform to legal regulations and accounting techniques.

b) The transactions recorded in the books and the administrative acts conform to the bylaws and decisions

of the Shareholders' Meeting.

c) Correspondence, account vouchers, the minutes book, and shareholders ledger have all been duly kept.

d) There are adequate internal control measures in place, as well as measures for the conservation and

custody of the Company's and third parties' assets in the Company's power.

131 www.odinsa.com



e) There is concordance between the financial statements and the management report prepared by the

administrators. The administrators left a record in the management report stating that they did not hinder

the free circulation of invoices issued by vendors or suppliers.

f) The information contained in the Social Security payment statements, in particular the information

concerning affiliates and their base contribution income, has been taken from accounting records and

accounts. The Company is not in default of contributions to the Social Security system.


Other Issues

The Company's financial statements for the year ended on December 31, 2015 were audited by me using audit

standards generally accepted in Colombia, and which were in force at that date. On a report dated February

25, 2016 I issued an opinion with caveats concerning some internal control deficiencies related to the

settlement, record and payment of labor obligations. My opinion for the year 2016 is not qualified regarding

that matter.

Jorge Eliécer Moreno Urrea

Auditor

Professional Card No. 42619-T

Member of PricewaterhouseCoopers Ltda.



ODINSA S.A. (previously Grupo Odinsa S.A.) Separate Financial Position Statement For the years ended on December 31, 2016 and 2015


Current Assets

133 www.odinsa.com

Cash and Cash Equivalents 7 47,421,427 18,290,116

Trade receivables and other accounts receivable 8 269,980,598 113,879,400

Tax assets 9 9,204,364 7,457,615

Other non-financial assets 10 236,996 166,676

Assets classified as held for sale 11 11,947,474 -

Total Current Assets 338,790,859 139,793,807

Non-Current Assets

Investments in subsidiaries, associates and joint

ventures

12

1,460,262,900

965,597,535

Property, plant and equipment 13 18,369,659 20,954,612

Investment properties 14 33,159,080 30,848,591

Intangible assets other than capital gain 15 850,633 1,793,272

Deferred tax assets 9 36,203,351 26,581,603

Other financial assets 16 418,049 482,367


Total Non-Current Assets 1,556,528,354 1,053,617,933

Total Assets 1,895,319,213 1,193,411,740

EQUITY AND LIABILITIES

EQUITY

Subscribed and paid share capital 24 19,604,682 19,604,682

Issue premium 24 354,528,587 354,528,587

Year results 24 670,201,765 133,190,039

Accumulated earnings 24 (229,121,173) (274,446,164)

Reserves 24 499,067,792 369,977,525


Other components of equity (6,541,592) (2,245,480)

Total Equity 1,428,763,519 714,314,231

ASSETS Note Dec-31-16 Dec-31-15








Accountant

T.P. No 69852-T



Auditor

T.P. No. 42619 - T





LIABILITIES

Current Liabilities

Financial liabilities 17 146,461,118 132,724,661


Employee benefits 19 5,019,282 3,888,937

Tax liabilities 9 282,018 1,131,102


Securities issued 21 332,449 340,011

Liabilities classified as held for sale 22 6,758,784 -

Total Current Liabilities 231,417,591 201,822,306

Non-Current Liabilities

Financial obligations 17 131,328,474 171,564,121

Trade payables and other accounts payable 18 456,970 2,499,850

Employee benefits 19 4,593,818 -

Deferred tax liabilities 9 19,648,978 12,499,224

Securities issued 21 79,000,000 79,000,000

Other non-financial liabilities 20 109,863 10,129,029

Other provisions 23 - 1,582,979

Total Non-Current Liabilities 235,138,104 277,275,203

Total Liabilities 466,555,694 479,097,509

Total Equity and Liabilities 1,895,319,213 1,193,411,740


ODINSA S.A. (previously Grupo Odinsa S.A.) Separate Statement of Comprehensive Income For the years ended on December 31, 2016 and 2015







Accountant

T.P. No 69852-T



Auditor

T.P. No. 42619 - T



135 www.odinsa.com


Continuous operations

Revenue from regular business activities 25 117,367,757 69,411,896

Share in the gains (losses) of associates and joint ventures posted

using the equity method

651,045,609

164,747,066

Cost of sales (4,348,854) (50,539,283)

Gross profit 764,064,512 183,619,679

Other revenues 26 10,297,390 29,990,320

Administrative expenses 27 (49,641,576) (36,365,421)

Other expenses 28 (10,255,445) (2,531,926)

Gains (losses) on operating activities 714,464,880 174,712,652

Financial income 29 13,255,110 8,325,860

Financial costs 29 (43,188,971) (41,609,066)

Financial costs, net (29,933,862) (33,283,206)

Gains (losses) before taxes 684,531,018 141,429,446

Income tax expense 9 (5,628,070) (10,159,089)

Gains (losses) for the Year from Continuous Operations 678,902,948 131,270,357

Discontinued Operations

Net (losses) from discontinued operations 30 (8,701,184) 1,919,682

Net gains (losses) for the year 670,201,765 133,190,039

Gains (losses) per share of continuous operations 3.46 0.68

Gains (losses) per share of discontinued operations (0.04) 3,961.55



ODINSA S.A. (previously Grupo Odinsa S.A.) Separate Statement of Other Comprehensive Income For the years ended on December 31, 2016 and 2015







Accountant

T.P. No 69852-T



Auditor

T.P. No. 42619 - T




Dec-31-16 Dec-31-15

Net profits 670,201,765 133,190,039

Other comprehensive income

Difference from exchange rates 7,571,426 158,241,060

Equity method 863,621 (44,536,019)

Difference from exchange rates - Discontinued operations (1,116,630) -

Other Comprehensive Income Total 7,318,416 113,705,042

Total Comprehensive Income 677,520,181 246,895,081

ODINSA S.A. (previously Grupo Odinsa S.A.) Separate Statement of Changes in Equity As of December 31, 2016

(Figures in millions of Colombian Pesos)


Accountant T.P. No 69852-T



Auditor T.P. No. 42619 - T

Member of PricewaterhouseCoopers Ltda. (See attached report)

Mauricio Ossa Echeverri Legal Representative


A G

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din

sa

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Opening Balance as of January 1, 2015

Subscribed

and paid share

capital

Share issue

premium

Legal

reserve

Reserve for investments

and donations

Year Results

Accumulated income

Other

comprehensive income

Other equity components

Total

equity

18,316,631 264,236,219 78,498,174 285,502,759 85,461,922 (257,776,516) 70,974,174 14,199 545,241,761

Comprehensive income:

Appropriations 1,288,051 90,292,368 0 10,616,872 (85,461,922) (16,669,648) 0 0 65,721

Non-controlling interest 0 0 0 0 0 0 0 0 0

Other comprehensive income 0 0 0 0 0 0 42,730,868 0 40,471,189

Year Results 0 0 0 0 133,190,039 0 0 0 133,190,039

Tax on wealth 0 0 0 (4,640,280) 0 0 0 0 (4,640,280)

Other movements 0 0 0 0 0 0 0 (2,259,679) (2,259,679)

Final Balance as of December 31, 2015 19,604,682 354,528,587 78,498,174 291,479,351 133,190,039 (274,446,164) 113,705,042 (2,245,480) 714,314,231

Comprehensive income:

Appropriations 0 0 0 133,190,039 (133,190,039) 0 0 0 0

Other comprehensive income 0 0 0 0 0 0 0 0 0

Year Results 0 0 0 0 670,201,765 0 0 0 670,201,765

Tax on wealth 0 0 0 (4,099,772) 0 0 0 0 (4,099,772)

Other movements 0 0 0 0 0 45,324,991 7,318,416 (4,296,112) 48,347,295

Final Balance as of December 31, 2016 19,604,682 354,528,587 78,498,174 420,569,618 670,201,765 (229,121,173) 121,023,458 (6,541,592) 1,428,763,519




ODINSA S.A. (previously Grupo Odinsa S.A.) Separate Cash Flow Statements As of December 31, 2016 and December 31, 2015



Dec-31-16 Dec-31-15

Cash Flows from Operating Activities

Net Profits (Losses) 67,020,175 133,190,039

Adjustments for:

Income tax expense recognized in profits or losses 5,628,069 10,159,089

Share in the income of subsidiaries, associates and joint ventures (651,045,609) (166,666,747)

Expenses recognized related to employee benefits 4,593,818 -

Profits/losses from the sale of properties, plant and equipment and other assets 1,143,345 (124,034)

Profits/losses from the sale of investments (117,041,714) (578,307)

Net profits/losses from the fair value of financial assets held for trading

(2,290,311)

(2,714,341)

Loss from impairment recognized in income 11,704,188 2,257,983

Depreciation and amortization of non-current assets 1,496,387 1,595,470

Amortization of intangibles other than capital gain 1,701,735 5,450,039

Exchange difference recognized in income (1,260,340) (2,170,678)

Other adjustments to reconcile the gains (losses) (6,531,612) 31,053,126

Changes in the Work Capital of:

Trade receivables and other accounts receivable (159,285,309) (94,177,069)

Current tax assets (1,746,749) -

Other non-financial assets (48,197) 5,775,636

Investments posted using the equity method 280,158,428 (11,192,506)

Trade payables and other accounts payable 46,330,679 (5,127,507)

Provisions - 1,582,979

Deferred revenues - (5,808,343)

Employee benefits 1,130,345 -

Other non-financial liabilities (7,126,062) (3,845,275)

Securities issued (7,562) -

Interests received 1,217,569 617,988

Tax paid on wealth (4,099,772) (4,640,281)

Net Cash Flow Provided by (Used in) Operating Activities 74,823,092 (105,362,739)

Cash flows from investment activities

Dividends received from associates and joint ventures 30,700,454 85,660,980

Other dividends received

Acquisition of properties, plant and equipment (493,839) (477,414)

Product of the sale of properties, plant and equipment 768,488 1,416,711







Accountant

T.P. No 69852-T



Auditor

T.P. No. 42619 - T



139 www.odinsa.com

Dec-31-16 Dec-31-15

Acquisition of investment properties - (2,592,141)

Acquisition of intangible assets - (109,686)

Product of the sale of intangible assets (759,096) -

Acquisition of other non-current assets (229,309) (56,031)

Product of the sale of other non-current assets 64,316 -

Net cash flow provided by (used in) operating activities 30,051,013 83,842,419

Cash Flows from Financing Activities

Increase/decrease of other financing instruments - banks - bonds (38,101,332) 71,235,043

Interests paid (35,598,582) (34,976,169)

Return of retainage and other liabilities (2,042,880) (11,987,721)

Net Cash Flows Used in Financing Activities (75,742,794) 24,271,153

Net Increase in Cash and Cash Equivalents 29,131,311 2,750,833

Cash and cash equivalents at the beginning of the period 18,290,116 15,539,283

Cash and Cash Equivalents at the End of the Period 47,421,427 18,290,116


10

APPENDIX 1

ODINSA S.A. 2016 CONTINGENCIES


Concession

10 APPENDIX 1

CONCERNING TAX MATTERS

To date, Odinsa S.A. has no contingencies

concerning tax matters.

AGAINST ODINSA S.A.

2. CARLOS GAVIRIA Y ASOCIADOS S.A. IN

REORGANIZATION vs. ODINSA S.A.

a. NAME OF PLAINTIFF:

CARLOS GAVIRIA Y ASOCIADOS S.A. IN

REORGANIZATION 1. CORPORATE REORGANIZATION OF CARLOS

GAVIRIA Y ASOCIADOS S.A.

b. NAME OF DEFENDANT: ODINSA S.A.

a. TYPE OF PROCEEDINGS:

Liquidation c. TYPE OF PROCEEDINGS: Executive

process b. HANDLED BY:

Superintendence of Corporations. Delegate

Superintendence for Insolvency Proceedings.

d. HANDLED BY:

First Civil Court of the Backlog Circuit Currently

being handled by the 5th Civil Circuit Court

c. CURRENT STATUS OF THE PROCEEDINGS:

• September 24, 2015: Odinsa notified the

Superintendence about a payment of COP

61,885,049.76 made before the First Civil

Court of the Backlog Circuit and about a

payment of COP 197,596,462 made at the

Fifth Civil Court of the Circuit of Bogotá.

October 8, 2015: The Superintendence

ordered the issue of an official notification to

the Fifth Civil Court of the Circuit of Bogotá so

that said court would make the sum of COP

197,596,462 available to them. January 13,

2017: The adjudication report submitted by

the liquidator of the company Carlos Gaviria

y Asociados was approved. This was

appealed by filing a claim on January 18,

2017 as it is considered that the report

should not have been approved due to its

inconsistencies.

e. CURRENT STATUS OF THE PROCEEDINGS:

• October 26, 2015: The Court amended the

settlement of the loan and approved it in the

amount of COP 2,881,584,114. November 20, 2015: The Court denied the

payment order requested against Seguros

Confianza.

July 15, 2016: Notice of order through which

the loan settlement was approved for the

sum of COP 2,881,584,114, with a cutoff

date of September 30, 2015.

November 2, 2016: Notice of order through

which the Court order the payment of COP

305,419,364 for additional updated

settlement.

•

•

•

•

•

f. APPROXIMATE AMOUNT: According to the

estimate of the amount indicated in the claim,

this currently adds up to a value of TWO BILLION

EIGHT HUNDRED EIGHTY ONE MILLION FIVE

HUNDRED EIGHTY FOUR THOUSAND ONE

HUNDRED FOURTEEN PESOS (2,881,584,114).

d. CLAIM FILING NUMBER: No. 43704

e. APPROXIMATE AMOUNT:

ODINSA S.A. was recognized as creditor of the

company in liquidation for the amount of ONE BILLION

SEVEN HUNDRED AND THIRTEEN MILLION NINE

HUNDRED AND TEN THOUSAND TWO HUNDRED

SIXTY ONE PESOS (COP 1,713,910,261) and its loan

was rated as among the Fourth Class of the "supplier"

type. Similarly, ODINSA S.A. was named debtor of

Carlos Gaviria y Asociados in the amount of ONE

BILLION TWO HUNDRED EIGHTY EIGHT MILLION TWO

HUNDRED FIFTEEN THOUSAND SIX HUNDRED THIRTY

SIX PESOS (COP 1,288,215,636).

g. CLAIM FILING NUMBER:

11001310300320110074701

h. JUDICIAL CONTINGENCY: Proceedings

completed

3. DIRECT REPARATION OF JHON JAIME

GONZALEZ JARAMILLO - NOHRA DEL SOCORRO

GONZALEZ JARAMILLO - LUZ ESTHELA GONZÁLEZ

JARAMILLO - GLORIA PATRICIA GONZÁLEZ

JARAMILLO - MARLENY GONZALEZ JARAMILLO -

PAOLA YOVANA GONZÁLEZ JARAMILLO- MARIA

ELENA GONZÁLEZ JARAMILLO f. JUDICIAL CONTINGENCY: Remote



and JORGE ELIECER GONZÁLEZ JARAMILLO vs. THE

NATIONAL INSTITUTE OF ROADS - Invías -

AUTOPISTAS DEL CAFÉ S.A. - NATIONAL

INFRASTRUCTURE AGENCY- ANI - ODINSA S.A. AND

COOPERATIVA DE TRABAJO ASOCIADO EL MITRE

LTDA. IN LIQUIDATION a. NAME OF PLAINTIFF:

JHON JAIME GONZALEZ JARAMILLO - NOHRA DEL

SOCORRO GONZALEZ JARAMILLO - LUZ ESTHELA

GONZÁLEZ JARAMILLO - GLORIA PATRICIA GONZÁLEZ

JARAMILLO - MARLENY GONZALEZ JARAMILLO -

PAOLA YOVANA GONZÁLEZ JARAMILLO- MARIA ELENA

GONZÁLEZ JARAMILLO AND JORGE ELIECER

GONZÁLEZ JARAMILLO

4. ADMINISTRATIVE PROCEEDINGS FOR THE

DIRECT REPARATION OF FIDUCIARIA CAFETERA

FIDUCAFE AND TRILLADORA DE MANIZALES

AGAINST ORGANIZACIÓN DE INGENIERÍA

INTERNACIONAL S.A. ,ODINSA S.A. ET. AL.


FIDUCIARIA CAFETERA FIDUCAFE ET. AL.

b. NAME OF DEFENDANT:

ODINSA S.A. ET. AL.

c. TYPE OF PROCEEDINGS: Direct

reparations b. NAME OF DEFENDANT:

NATIONAL INSTITUTE OF ROADS - Invías –

AUTOPISTAS DEL CAFÉ S.A. - NATIONAL

INFRASTRUCTURE AGENCY - ANI - ODINSA S.A. AND

COOPERATIVA DE TRABAJO ASOCIADO EL MITRE

LTDA. IN LIQUIDATION

d. HANDLED BY: Third Section of the State Council


• The Dispute Tribunal of Caldas granted the

appeal filed by the plaintiff against the first

instance ruling, which favored the interests

of Odinsa S.A.

Within the framework of the second ruling

proceedings, closing arguments were filed on

April 14, 2015.

On June 3, 2015 the proceedings moved to

the second ruling stage.

c. TYPE OF PROCEEDINGS: Direct reparations

d. HANDLED BY: Second Administrative Court of

Backlogs of the Armenia Circuit

•


• December 15, 2014: The defendants were

notified of the lawsuit.

March 26, 2015: Odinsa filed a countersuit.

August 20, 2015: impleader proposed by

Odinsa S.A. against Equidad Seguros is

accepted.

As of the date of this report, the procedure to

notify EQUIDAD SEGUROS - SEGUROS

GENERALES is underway.

To date, an order to be obeyed and complied

with has been issued to break down and open

the books and the procedure to notify the

impleaders will begin.

•

•

• f. APPROXIMATE AMOUNT: According to the


this currently adds up THREE BILLION SEVEN

HUNDRED NINETY THREE MILLION EIGHT

HUNDRED TWENTY FOUR THOUSAND FIVE

HUNDRED PESOS (COP 3,793,824,500),

estimated in the year 2006.

•

•

g. CLAIM FILING NUMBER: 2006-00711

h. JUDICIAL CONTINGENCY: Remote



this currently adds up to a value of TWO BILLION

NINE HUNDRED MILLION PESOS (COP

2,900,000,000).

5. ADMINISTRATIVE PROCEEDINGS FOR THE

DIRECT REPARATION OF ANTONIO NARIÑO

UNIVERSITY AGAINST ODINSA S.A. ET. AL.


ANTONIO NARIÑO UNIVERSITY

g. CLAIM FILING NUMBER:

63001333375220140007600 b. NAME OF DEFENDANT:

ODINSA S.A. ET. AL.

h. JUDICIAL CONTINGENCY: Eventual


reparations

143 www.odinsa.com


10 APPENDIX 1

d. HANDLED BY: Dispute Tribunal of Caldas g. CLAIM FILING NUMBER: 2011-00275


• Within the framework of the second ruling

proceedings, closing arguments were filed on

November 4, 2015.

• On December 3, 2015 the proceedings moved

to the second ruling stage.


7. DIRECT REPARATION OF RODRIGO

VARÓN BARRAGÁN VS. ODINSA S.A. ET. AL.


RODRIGO VARÓN BARRAGÁN

f. APPROXIMATE AMOUNT: The claim was filed

for an amount of FIVE BILLION TWO HUNDRED

FORTY FOUR MILLION SEVENTY FIVE THOUSAND

PESOS (COP 5,244,075,000) in 2006.


ODINSA S.A. ET. AL.


reparations

g. CLAIM FILING NUMBER: 2006-00711 d. HANDLED BY: Administrative Court of Quindío

h. JUDICIAL CONTINGENCY: Remote e. CURRENT STATUS OF THE PROCEEDINGS:

•

•

March 20, 2015: the claim was accepted.

A clerk's certificate was issued to serve

notice and request and answer within 3 days

regarding the appeals filed by Autopistas del

Café S.A. and the National Infrastructure

Agency.

Second instance - to issue a second ruling.

6. TORT LIABILITY PROCESS OF LUIS FERNANDO

MEJÍA SERNA VS. ODINSA S.A. ET. AL.


LUIS FERNANDO MEJÍA SERNA •


ODINSA S.A. ET. AL.

f. APPROXIMATE AMOUNT: The claim was filed for

an amount of SEVEN HUNDRED FORTY THREE

MILLION ONE HUNDRED EIGHTY EIGHT

THOUSAND FIVE HUNDRED NINETY PESOS (COP

743,188,590) estimated in 2014. c. TYPE OF PROCEEDINGS: Tort liability


d. HANDLED BY: Second Civil Court of the Circuit

of Manizales



PROMOTED BY

ODINSA S.A.

1. ODINSA S.A. vs. CARLOS GAVIRIA Y

ASOCIADOS S.A. IN REORGANIZATION ET. AL.

• The second instance is currently underway in

the High Court of Manizales - Family Civil

Chamber.

On November 12, 2015 an order was issued

admitting the appeal filed by the plaintiffs

against the first ruling.

It is currently in the second instance. Under

appeal of the order settling the costs.

•

• a. NAME OF PLAINTIFF:

ODINSA S.A.

f. APPROXIMATE AMOUNT: The claim was filed

for an amount of ONE HUNDRED THIRTY FOUR

MILLION NINETY TWO THOUSAND ONE HUNDRED

EIGHTY SEVEN PESOS (COP 134,092,187) in

2011.


CARLOS GAVIRIA Y ASOCIADOS S.A. IN

REORGANIZATION, CARLOS JOSE GAVIRIA

VALENZUELA ET. AL.



c. TYPE OF PROCEEDINGS:

Ordinary

3. Direct reparation action initiated by ODINSA

S.A. et. al.

d. HANDLED BY: Fortieth Civil Court of the Bogotá

Circuit, reassigned to Eight Civil Court of the

Backlog Circuit, due to suppression it was moved

to the Fifth Civil Court of the Circuit of Execution.

a. Plaintiff: Odinsa S.A. et. al. (GRUPO EJECUTOR

HATOVIAL Consortium)

b. TYPE OF PROCEEDINGS:

Direct reparation action filed against Financial

Superintendency of Colombia for the damages

suffered by the plaintiffs as a consequence of the

omissions incurred by the defendant in regards to

their compliance with their inspection, supervision

and control duties over the companies of Interbolsa

S.A., Interbolsa S.A. Sociedad Comisionista de Bolsa,

and Interbolsa S.A. Sociedad Administradora de

Inversión.


• November 17, 2015: The High Court of

Bogotá confirmed the order denying the

attachment of court bond JU003320 issued

by Compañía Aseguradora de Fianzas-

Confianza. December 2, 2015: Claim

changed to a different Court. As of the date of this report, a reply to the

notice received from the Fifth Civil Court of

Execution is being processed in order to

register the attachment on the ruling against

Odinsa.

Sent for resolution to the appeal against the

order of October 4, 2016.

•

•

c. HANDLED BY: Third Section, Subsection B of

the Administrative Court of Cundinamarca.

•

d. CURRENT STATUS OF THE PROCEEDINGS:

The proceedings initiated by the companies that

make up the Grupo Ejecutor Hatovial Consortium is in

the stage of initial hearings. The first part of the

hearing took place on December 15, 2015 and the

second in March 2016.


estimate of the amount indicated in the claim, this

currently adds up to ONE BILLION SEVEN

HUNDRED THIRTEEN MILLION NINE HUNDRED

TEN THOUSAND TWO HUNDRED SIXTY ONE PESOS

(COP 1,713,910,261). The process is currently in the stage of

preliminary inquest and collection of evidence.


h. JUDICIAL CONTINGENCY: Likely

At present, the investigation is ongoing.

The district attorney in charge reported that Gilberto

Montoya has been located and they have his

information in order to conduct a video interview.

Additionally, the relevant steps were taken with the

department of International Affairs of the District

Attorney's Office in order to organize the logistics of

said task.

2. Criminal complaint initiated by ODINSA S.A. et. al.

a. Plaintiff: Odinsa S.A. et. al. (GRUPO EJECUTOR

HATOVIAL and CONSTRUCTOR ABURRÁ NORTE

Consortiums)

b. TYPE OF PROCEEDINGS:

Criminal complaint filed as a result of the

operations performed by Interbolsa stock brokers,

charged to the accounts of GEHATOVIAL and COCAN

consortiums without authorizations.

c. HANDLED BY: Attorney General of Colombia

d. CURRENT STATUS OF THE PROCEEDINGS:

The complaint is currently in the stage of

preliminary inquest and collection of evidence.

f. JUDICIAL CONTINGENCY: Remote

145 www.odinsa.com


Cover photo: El Dorado Airport Concession

Back cover photo: Autopistas del Café Concession

annual report odinsa 2016 · concession for the collection of invias tolls 86 constructora bogotá...

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