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 · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

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Page 1:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López
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Content

Message from the President

Odinsa Corporate Dimension

1.Company Profile2.Corporate Government3.Investments4.Organizational Structure5.Economic Environment6.Management Improvement Program7.Relevant Facts 20148.2014 Results9.Contingencies10.Regulations regarding intellectual property11.Disclosure and control system for financial information

Lines of Business

1.Road concessionsColombia

Coffee Highways (Autopistas del café)Plains Highways (Autopistas de los Llanos)Santa Marta – ParaguachónHatovialRoads for the Americas (Vías de las Américas)La Pintada

Dominican RepublicNortheastern Highways (Autopistas del Nordeste)Atlantic Tourist Boulevard (Boulevard Turístico del Atlántico)

ArubaGreen Corridor

1618212324262729313131

354045495254

5660

64

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2.PortsPort Society of Santa Marta (Sociedad Portuaria de Santa Marta)

3.AirportsConcession for El Dorado Airport in Bogotá. OPAIN

4.Energy BusinessesPower generator of the Atlantic (Generadora de Energía del Atlántico-GENA)Power generator of the Pacific (Generadora de Energía del Pacífico-GENPAC)

5.Mass transport systemConstructora Bogotá, Fase III S.A., CONFASE

6.Odinsa Projects and Investments

7.Odinsa Services

Individual Financial Statements

Consolidated Financial Statements

Annex I – Shareholder List

Annex II – Contingencies

66

71

81

83

88

90

78

94

148

208

230

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DirectionOdinsa Presidency

Editorial CoordinationDepartment of Corporate AffairsPlanning, Control and Audit Division

Design and graphic productionRamírez Impresores – Industria GráficaAn Odinsa publicationBogotá, Colombia, March 2014

Odinsa Main officeCarrera 14 #93A-30 Bogotá

Phone: (1) 650 1919

www.odinsa.com

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JUNTA DIRECTIVA

Comité de Presidencia

PRINCIPAL

Luz María Correa Vargas

Luis Miguel Isaza Upegüi

Francisco Luis Vélez Sierra

Ricardo Mejía Ramírez

Samuel Rueda Gómez

Jorge Andrés Botero

Sergio Restrepo Isaza

NOMBRE

Víctor Manuel Cruz Vega

Ernesto Carrasco Morales

Gustavo Andrés Ordoñez Salazar

Margarita Meyer Arévalo

Alex Amalfi González

Juan Fernando Aragón Mazo

María Magdalena Posada Riaño

Julia Villamil Botero

ALTERNATE

Ana María Jaillier

Alexandra María Greidinger Restrepo

Mario Restrepo Arango

José Alberto Gómez Montoya

Alejandro Hernández Páramo

Juan Sebastián Barrientos

Francisco Javier López Cháves

CARGO

President

Financial and Human Talent Vice President

Technical and Concessions Vice President

Secretary General and Legal Secretary

Planning, Control and Audit Manager

Energy Projects Manager

Operations, Project and Real Estate Manager

Director of Corporate Affairs

POSITION

President

Vice President

Non-independent

Non-independent

Non-independent

Independent

Independent

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Mensaje del Presidente

After years of transition, during 2014 the infrastructure sector in Colombia finally experien-ced the expected beginning of a process that will transform not only the industry but also the entire economy. Fourth generation roadway concessions (known as 4G) are a reality and Od-insa, thanks to its continued leadership and relevance within the sector, has been a key player in some of the most relevant activities. Thus, in April 2014 the plural ownership structure led by Odinsa was awarded the first 4G public initiative concession, known as the Conexión Paci-fico 2 Highway, a 98 kilometers and 1.3 billion budget project that includes the construction of a dual carriageway between Bolombolo and La Pintada and the rehabilitation of the La Pintada-Primavera stretch.

Moreover, Odinsa continued to lead the presentation and development of Private Initiative Pu-blic Private Partnership projects (PPPs) before the national government. Both the Meta Road Network (Malla Vial del Meta) as well as the Ruta del Privilegio initiatives moved forward in the approval process established by the Public Private Partnership Act. On February 5, 2015 the ANI granted a favorable opinion to the Meta Road Network draft, and published the pro-ject on the Electronic Public Procurement System (SECOP) becoming the second project in the country to complete all the procedures stipulated by law.

Another of the country’s most representative infrastructure works, El Dorado Airport in Bo-gota, continued its consolidation as one of the major air terminals in the region. In 2014, more than 27 million passengers were mobilized, an increase of 9.2% compared to 2013. Also, a modern fuel supply system that optimizes and provides high security standards to this pro-cess was put into operation in the terminal. In late 2014, an agreement with the Government was reached in order to initiate voluntary expansion works for the airport, in excess of the $400,000 million pesos, to be developed during 2015 and 2016, as well as the design and subsequent realization of complementary works, for an amount similar to that previously mentioned, and which is currently being determined.

El Dorado Airport was rated 4 stars by Skytrax, an international authority in the evaluation of airport terminals, this rating was only obtained by another 18 airports in the world; and we hope that with the new works the airport remains a benchmark in quality standards and operational efficiency.

During 2014, our Energy business had the best results ever. In the month of January, GENA (our energy subsidiary in Panama) was awarded a contract that promises an average gene-ration of 69 MW equivalent power for 2014, 2015 and 2016. Also during 2014, GENPAC (our energy subsidiary in Chile) was able to complete all property taxes and environmental forma-lities necessary for installing a 14 MW photovoltaic power plant of in the vicinity of the current

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facilities, as well as the financing for the project. This GENPAC extension was awarded in early 2015 and we hope to open it before the end of this year, thus becoming the leaders in this new technology in Colombia.

With this growth expectation, and with the continued success of current projects and the support given by our experience, we remain committed to being the leading infrastructure company in Colombia and the largest Multi-Latin infrastructure company in the region. To-day, Odinsa is already one of the most important groups in Latin America, with operations in Colombia, Chile, Panama, Dominican Republic and Aruba and our goal is to continue expan-ding our presence in the region through the study of potential projects in countries such as Ecuador, Peru and Guatemala, among others.

All these new projects that were developed during 2014, and some in the first quarter of 2015, will be reflected in the results of the coming years. That is why, in addition to developing new projects, Odinsa has set the objective of reducing overhead and operating expenses in order to improve our efficiency. Thus, the overhead expenses for Odinsa Group had a 3% nominal reduction compared to the year 2013, equivalent to nearly 6% real reduction. In terms of ope-rating expenses, Odinsa and its subsidiaries saw a nominal reduction of 24.9%. These values directly affected the improved performance of the group.

Therefore not only does the company see a promising future, our present is reflected in the very positive financial results of 2014. Our EBITDA and operating income increased 19.1% over the previous year, from $ 272,534 million to $ 324,498 million. Our EBIT increased by 52.4% from $ 129,403 million to $ 197,257 million. Finally profit after tax increased from $ 91,696 million to $ 102,200 million, an increase of 11.5% compared to 2013.

Thus, we continue to grow in a solid and strong manner, secure in a capital market that be-lieves in us, which considers our projections as interesting prospects, and actively supports us. Our team, led by the Board of Directors is prepared to face the great challenges that lie ahead.

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The results of our current projects, the broad portfolio of initiatives we have under develop-ment and the process of strengthening the company´s organizational and financial aspects experienced in recent years, allows us to confirm to our shareholders that Odinsa is ready to meet the growth targets we have established.

Victor Manuel Cruz Rueda

President

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Corporate Dimension

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1. Profile

Odinsa is a Colombian company which spe-cializes in the management, promotion and development of large infrastructure pro-jects. It is comprised of different companies in the construction and engineering sector. The Odinsa Group was founded in the early nineties in an effort to meet the existing ne-eds for a company able to compete in an in-creasingly globalized market.

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Over time, Odinsa has become a company recognized in the market for the development of large projects in Colombia and abroad, as well as a magni-ficent investment option. The synergy created by the founding companies, in conjunction with the technical and human quality of its staff, has given the company a competitive advantage that allows it to offer the best results without compromising the profitability for its customers and shareholders, promoting national prosperity, sustainable development and professional ethics.

For Odinsa the future entails a series of challenges and opportunities. The commitment of all those who are part of the company, from its sharehol-ders to its staff, is to stay ahead of the market and be part of a world-class corporation. Its sustained growth over recent years testifies to the validity of this commitment and offers a clear idea of its future projection.

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2. Gobierno Corporativo

Odinsa´s Code of Good Governance guaran-tees its proper operation and the transpa-rency of its relationships with the manage-ment team, the Board of Directors, its main shareholders and its minority shareholders, as well as its creditors and otherstakehol-ders. .

This document includes all policies adopted by Odinsa in order to guarantee a trans-parent relationship in the management of their interest groups. In addition, it inclu-des specific measures regarding Odinsa´s corporate government, its behavior and the information that stems from it. The Code of Good Governance was adopted by the Board of Directors on February 14, 2002, and has subsequently been amended several times, the last of which occurred on September 25, 2013.

The text of the Code of Good Governance may be found on the company´s web page.

During 2014 the Board of Directors had and exceptional performance, and met 14 ti-mes throughout the year. An Ordinary Mee-ting format has been developed in order to follow-up on the issues addressed on a monthly basis, the commitments agreed du-ring the prior board meetings are reviewed, the operational and financial results are analyzed and a specific time slot assigned to the analysis and appraisal of new ventures.

In addition, the Board of Directors has con-tinued with the follow-up and confirmation of the deliberations and approvals of the fo-llowing Committees:

• Audit

• Government, Compensation and Per-sonnel Management and Conflict of In-terest

• Strategies and New Ventures

• Social Responsibility and Sustainability

Below you will find an explanation of the work performed by these committees du-ring 2014, which were created according to the stipulations of the Code of Good Gover-nance:

� Audit Committee

By Law, this committee must meet on a quarterly basis and must be comprised of at least three (3) members of the Board of Directors, including all independent mem-bers. Its duties are:

• Supervise compliance of the internal audit program, which must consider the risks of the business and perform a comprehensive evaluation of all com-pany areas.

• Ensure that the preparation, presenta-tion and disclosure of financial informa-tion adjust to the corresponding legal provisions.

• Study all financial reports subject to the approval of the Board of Directors and the General Shareholders’Assembly. .

• Ensure that a management control sys-temexists and is constantly applied.

• Review the internal audit reports.

• Analyze the company´s financial data presented to the Board of Directors.

• Promote the application of a Code of Ethics.

• Analyze the company´s financial data, reserves and provisions presented to the Board of Directors, for both the in-dividual project and consolidated levels.

• Receive regular reports on the evalua-tion of company risk levels.

• Ensure that the information presented to the Board of Directors is relevant and timely.

• Those stipulated in subsection 7.7.1.2.1 of Circular No. 038 of September 29, 2009, issued by the Colombian Superin-tendence of Finance, and any legislation

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regarding the Internal Control System that adds, amends or substitutes them.

• Any other stipulated by the Board of Di-rectors.

The Board of Directors appointed the fo-llowing Board members to this Committee: Luz María Correa (President), Sergio Res-trepo and Jorge Andrés Botero. This com-mittee met five (5) times in 2014.

� Government, Compensation, Personnel Ma-nagement and Conflict of Interest Committee

The duties of this committee are as follows:

• Recommend to the Board of Directors the wage and incentive policy for the management team, with the exception of the members of the Board, and inclu-ding all senior management positions.

• Propose candidates to and for the Board of Directors, as well as their remune-ration, and monitor compliance of the selection criteria and ineligibility.

• Accompany the President in presenting the company before the different orga-nizations whenever he/she requires it.

• Present candidates for company Presi-dent to the Board of Directors.

• Establish an agreement with the mana-gement team regarding the company´s government structure and, propose any amendments and adjustments to the Board of Directors.

• Propose the wage and compensation policy, in particular regarding the senior management team.

• Review the results of the performan-ce evaluation of the Board and the Company’s Legal Representatives.

• Evaluate and present solutions to any doubts or voids regarding the interpre-tation of the Code of Good Governance, as well as the evaluation of amend-ments proposed to the By-laws and/or the abovementioned Code.

• Ensure compliance of Odinsa´s Code of Good Governance.

• Recognize any conflict of interest in which employees, managers, members of the Board of Directors, and consul-tants to the Board of Directors are in-volved, and present a recommendation during a plenary session of the Board of Directors.

The Board of Directors appointed the fo-llowing Board members to this Committee: Sergio Restrepo, Juan Sebastian Barrien-tos, Alexandra Greidinger, Ana María Jaillier and Francisco Luis Vélez.

This committee met seven (7) times in 2014.

� Social Responsibility and Sustainability Committee

This Committee was created in 2011 and its duties began on September of that same year.

Its duties are as follows:

• Evaluate the Corporate Social Respon-sibility (CSR) policy and plan, as well as its impact on the activities performed for its compliance, and present its re-commendations to the Board of Direc-tors.

• Evaluate compliance of the social res-ponsibility commitments acquired by Odinsa

• Approve the contents of the CRS re-ports.

Any others stipulated by the Board of Direc-tors

The members of this Committee are: Fran-cisco Javier López, Jorge Andrés Botero and Alejandro Hernández.

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3. Investments

Estructura de Participación

� Projects in Colombia

Grupo ODINSA S.A.

ODINSA Servicios ODINSA Proyectos e Inversiones10.01%15.00%

Autopistas del Café

Hatovial

Metrodistrito

Confase

Santa Marta Paraguachón

Vias de las Américas

Autopistas del Café

Opaín

La Pintada S.A.S.

61.92%

ODINSA Holding

Construction Project - Transmilenio.

National Roadway Concession.

Concession for the El Dorado Airport of Bogotá.

Toll Collection Concession.

Autopistas de los Llanos

Peaje Invias

Regional Roadway Concession.

Regional Roadway Concession.

District Roadway Concession in Liquidation.

Regional Roadway Concession.

Regional Roadway Concession.

Provider of Signage Services to the Concessions.

Invesment Vehicle.Invesment Vehicle.

68.46%

15.00%

33.34%

22.21% 35.00%

50.00%

40.82%

25.00%

Sociedad Portuaria de Sta Marta

Concession of the Regional Port of Santa Marta.

89.65% 85.00%

1.00%

100%

11.99%

11.00%

100.00%

100%

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� Projects abroad

Grupo ODINSA S.A.

ODINSA Holding

Invesment Vehicle.

100.00%

Autopistas del Nordeste Cayman

Invesment Vehicle

Generadoradel Pací�co

Power Plant in Chile

Autopistasdel Nordeste

Roadway Concession

BoulevardTurístico del Atlántico

Roadway ConcessionGeneradoradel Atlántico

Power Plant in Panama

Aerotocumen

Construction ProjectPanama City Airport

ODINSA S.A.Proyectos e Inversiones89.65%

10.00%

4.18%

0.10%

0.005%

0.50%

99.97%

42.40%

0.005%

42.00%

100%

40.00%

50.34%

51.25%5.14%

CaribbeanInfrastructure Company

Roadway Concession

100%

Chamba Blou (EPC)

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4. Organizational Structure

PRESIDENCYVíctor Manuel Cruz Vega

GENERAL MEETING OF SHAREHOLDERS

BOARD OF DIRECTORSODINSA

General SecretaryMargarita Meyer Arévalo

Planning, Control, and Administration ManagementAlex Amal� González

Energy Businesses

Management

Financial and Human Talent Vice Presidency

Technical and Concessions

Vice PresidencyJuan FernandoAragón Mazo

Ernesto CarrascoMorales

Operations, Services, and Real Estate

Projects ManagementMaría Magdalena

Posada RiañoGustavo AndresOrdonez Salazar

Corporate A�airs Directorate

Julia Villamil Botero

Auditing DirectorateMario Gutiérrez

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5. Economic Overview

In 2015, the global economy will continue to be marked by a weak recovery. The IMF estimates global economic growth at about 3.5%, revised downward by 0.3% against the October 2014 forecast. This confirms that the economies of the developed coun-tries have still not consolidated their growth track, even with the reduction in energy pri-ces. The only developed economy that will grow in any significant manner is the US with 3.6%.

As has been the case since 1999, developing economies will continue to grow at a higher rate than developed economies, although the gap in the growth rate will be lower in 2015. The difference in growth between de-veloped and developing economies will be 1.9% in 2015 (vs. 2.6% in 2014).

The IMF estimates that the following four developments, which occurred in recent months, will have strong implications on global economic prospects in 2015:

• Fall in oil prices. Prices have fallen by approximately 55% since September 2014. This decline is partly due to an im-balance between supply and demand. Prices of oil futures point to a partial re-covery of oil prices in the coming years, which will ultimately result in a negative impact on capacity expansion and in-vestment in the oil sector.

• The disparity of growth in developed economies. While global growth increa-sed overall, there are large differences in growth among the major economies. US recovery exceeded expectations, while the economic development of all other major economies is lower than estimated. The weak growth in some

developed economies is largely due to the prolonged adaptation to less than promising growth prospects in the mid-term.

• A stronger dollar. As a result of differen-ces in the growth of large economies, the US dollar has appreciated against other currencies, especially against the currencies of commodity-exporting countries.

• Increase in interest rate and margins in emerging markets. At the same time, long term rates in developed markets have decreased as they have become a haven for investors.

On the one hand, the decrease in the price of oil will boost developed economies over the next two years, by increasing purchasing power and private demand for importers of oil. However, the boost driven by the fall in oil prices would be more than offset by the adjustment to a lower growth rate in the midterm in most major economies, with the exception of the United States. The IMF esti-mates an overall growth for developed eco-nomies of 3.5% and 3.7% in 2015 and 2016, respectively.

According to IMF calculations, developing economies as a whole will grow by 4.3% and 4.7% in 2015 and 2016, respectively. This would be as a result of slower growth of the Chinese economy and its impact on emerging Asian countries, Russia and its area of influence and commodity-exporting countries. The individual growth, in different countries, will also be affected by the abi-lity of individual governments to implement countercyclical fiscal policy. Within this con-text, the growth forecast for Latin America and the Caribbean has been reduced to 1.3% in 2015 and 2.3% in 2016.

Colombia, like many commodity-exporting countries, commodities in which oil is in-cluded, will see an impact in its economy in 2015. The consensus among analysts is that the impact of the fall in oil prices will have a moderate effect on the Colombian economy as a result of sustained levels of investment and private consumption in its economy. The Economist estimates that the Colombian economy will grow an average of 4.5% in the period between 2015 and 2019. Specifically for 2015, The Economist estimates a 4.3%

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growth, while the IMF estimates 3.8% and economic analysts from various brokerage firms estimate 4.0%.

The consensus among analysts regarding the impact that major infrastructure pro-jects will have in the medium-term growth of the Colombian economy is worth noting.

This impact will be particularly relevant starting 2016 when the projects awarded in 2014 and 2015 begin their implementation phase. The government has absolute clarity of the importance of this sector to economic growth and is making an effort to promo-te all aspects necessary to ensure that the projects succeed.

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6.Management Impro-vement Program, PMG

� ERP Implementation Project

This project, which began in March 2014, consists of the implementation of an ERP system (Enterprise Resources Planning) for operating and investment companies, and integrates the accounting systems of the in-vestee companies and non-controlled con-sortia for consolidation purposes.

The implementation of this tool is being conducted with the help of INDRA Colom-bia LTDA, and consists of the deployment of the Microsoft Dynamics AX2012 solution, for which the 2014 investment amounted to ap-proximately $ 3,800 million.

An interdisciplinary team of ODINSA profes-sionals and support consultants have been working on the different stages of the pro-ject in order to achieve the implementation of the processes for Financial Management (Accounting and Treasury), Strategic Mana-gement (Budget), Human Resources Mana-gement, Purchasing and Contracting, Pro-ject Management, HSEQ Management and Administrative Support (Fixed Assets and Inventory).

The main stages of the project, which is scheduled to go live in March 2015, are pre-sented as follows:

The implementation of ERP and the neces-sary infrastructure to support its implemen-tation strategy will enable Odinsa Group to coordinate its operations efficiently, mee-ting the needs of each process and creating a flow of information between users for effi-ciently sharing applications, tools and data to support the company’s management.

Planning Analysis

Design

Development

Implementation

Go Live

Operatión

March/2015

12Sept.

15May03March/20142013

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7.7.Relevant Facts 2014

� First Quarter

• In January 2014, Odinsa Group comple-ted the works of its central building and transferred all their corporate activities to these new headquarters, located at Carrera 14 Número 93a-30 in the north of Bogota. The new headquarters has 6 office floors, 4 of which were occupied by Odinsa Group itself, and two others are leased to other companies.

• In January, GENA was awarded an ener-gy contract, which on average compro-mises the generation of 69MW of equi-valent power during the years 2014, 2015 and 2016. This contract will generate a significant increase in profit for the company during the next three years.

• In January, the adaptation of the land and construction of the asphalt plant for the maintenance unit of the Autopis-tas del Cafe (“Coffee Highways”) began. These tasks are carried out by the Con-sorcio Constructor de Autopistas del Cafe (“Coffee Highways Construction Consortium”), led by Odinsa Group.

• In February of this year the Board of Directors of Odinsa Group authorized the submission of bids for Fourth Ge-neration road concession projects con-ducted by the Government of Colombia, known as Autopista Conexión Pacifico1 and Autopista Conexión Pacifico 2 (“Pa-cific Connection Highways 1 and 2”).

• On March 19, 2014 the Extraordinary Assembly of the Autopistas de los Lla-nos (“Plains Highways”) was held in Villavicencio, where a $ 17,182 million

capital reduction was approved.

• On March 18, 2014 the arbitration award was issued for the settling of contrac-tual disputes arising from the execution of the Santa Marta-Paraguachon con-cession agreement with the ANI (Na-tional Infrastructure Agency), number 445-94, ModificationNo. 8 related to the reversal of the Bosconia - Ye Cienaga stretch. The Arbitration Award ordered the ANI to pay the Concession, $ 9,928 million, corresponding to the unpaid principal and interest on the value of early reversal of the Bosconia -Ye Cie-naga stretch.

• On March 25, 2014, Confase S.A., re-sumed work on the Bicentennial Park Contract, once the situations that pre-vented the resumption of the work were overcome. These include the lifting of beams and construction of the board in the slope area.

• In early March, Odinsa Group’s subsi-diary in Aruba, Caribbean Infrastructu-re, began work on the 860 meters of ro-ads that correspond to the scope of the pre-work contract for the construction of the Green Corridor project.

• The Board of Directors of Odinsa Group authorized construction work on the Bodega-Mompox stretch, which be-longs to the Vias de las Américas pro-ject (“Roads for the Americas”), through the Imhotep consortium (in which Odin-sa Group has a 50% share).

• In February, a communication was re-ceived from Proinversion - Peru infor-ming of the acceptance of Odinsa Group as a participant in the bid for the con-cession for the Chinchero International Airport in Cusco - Peru. In March, the Board of Directors of Odinsa Group ap-proved the participation in the bid, for which a plural ownership structure was organized with Mota Engil and Cons-trucciones El Condor.

• The General Shareholders Meeting of Odinsa Group was held, in which seve-ral amendments to the bylaws, finan-cial statements, annual management report and the distribution of profits of the group were approved.

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• The project for the implementation for new ERP type software for Odinsa Group began. An agreement was established with the company known as Indra, for the implementation of a solution based on the Dynamix AX software manufactu-red by Microsoft Corp., which would fully support operations and support proces-ses of the companies wholly owned by Odinsa Group.

� Second Quarter

• In April, KPMG was hired to advise Odin-sa Group and its affiliates in the transi-tion from the current Colombian accou-nting scheme to International Financial Reporting Standards.

• In April, the plural ownership structure led by Odinsa Group was awarded the Pacifico 2 4G roadway concession pro-ject. It was the only proposal presented, and in this plural ownership structure Odinsa Group holds a 25% share.

• In April, the Board of Directors of Odin-sa Group authorized the purchase of an additional 1,500 shares of the Sociedad Portuaria de Santa Marta (“Santa Marta Port Society”).

• In May, the Vías de las Americas conces-sionaire filed an arbitration claim aga-inst the ANI for the differences in scope that have arisen between the company and the grantor with respect to the work done on the Turbo-El Tigre stretch.

• In May of this year, a general strategic review was completed, with the advice of the Breakthrough firm. The conclusions of this exercise were presented to the Board of Directors that same month and Senior Management received feed-back on the results.

• In May, the final version of the company’s annual budget was approved, which was the subject of analysis in several mee-tings of the Board of Directors and the Strategy Committee thereof.

• On June 6, 2014, Confase S.A. presen-ted to the Chamber of Commerce a new

arbitration claim against the IDU and Transmilenio, with claims exceeding $19,000 million, for unrecognized net-works works, unrecognized comple-mentary works, silvicultural activities, updated designs for the rainy season, SISOMA costs due to 3 to 4 Reprogram-ming, Mariscal Sucre ICCP Adjustments and greater permanence.

� Third Quarter

• In July of 2014, the contract with GECSA was terminated, which implied that Od-insa had to take over the administration of Gena.

• In August of 2014, the Board of Direc-tors of Odinsa Group authorized Mana-gement to develop all work and nego-tiations leading to the termination of the lease of the airport cargo terminal with Opain, the El Dorado Airport concessio-naire.

• On August 7, 2014, Decree 710 was is-sued by the Ministry of National Assets of Chile, which confirms the Onerous Use Concession (CUO for its acronym in Spanish), for a 14 MW solar project in the land adjacent to the Termo Pacifico power plant.

• On September 26, the Santa Marta-Paraguachón Concession completed the construction of 640 mt of Sea Wall to protect the ground instability that for almost three years generated risks in the area of the Muchachitos road con-cession.

� Fourth Quarter

• On November 5, 2014, Opain filed the PPP proposal for airside works consis-tent with the master plan of the airport, with the modifications requested by the ANI, continuing the evaluation process at the prefeasibility level.

• From 27 to November 29 the second Odinsa Group strategic alignment con-ference was held in Armenia, Quindío with the participation of the entire ma-

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8. 2014 Results

Odinsa Group reached an income level of $ 921,548 million, increasing its operating re-venues in 2014 by 4.4%. This increase is es-sentially based on the same projects acqui-red since 2013.

The next chart shows the composition of consolidated revenues of the company, by business line:

When analyzing each business line, a reduc-tion in revenues is shown for construction, operations and concessions, but there is a significant increase in revenues for energy and other services.

The lower revenues in construction are the result of the wind down of fundamental works that no longer had such high dyna-mics in 2014, as is the case of works for the El Dorado Airport and Transmilenio Phase 3. Increases are due to the works performed on the Vias de las Americas concession.

In the operations business, lower income is due to the delivery of the Comuneros tolls in early 2014. Lower revenue in operations is due to the operations of Autopistas del Café, for which Odinsa Group has focused more on maintenance works, and that for this year were essentially undertaken by the Grupo Constructor AKF Consortium.

Lower income in the Concessions business

nagement team of the group, as well as that of its subsidiaries and affiliates.

• In late December, Odinsa Group pre-sented a tender offer for the Santiago de Chile Airport in a plural ownership structure, in conjunction with OHL Con-cesiones and Flughafen Zurich.

100.000

200.000

300.000

500.000

Operating Income by Business Line (Millions)

400.000

600.000

700.000

800.000

900.000

1.000.000

2013 2014

235.776 171.504

252.678

83.867

379.267272.889

90.553

277.063

Contrutión Concessions Energy Operations Other operating income

5.784 34.231

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cial and operational management of Ge-neradora del Atlántico. In 2014, the energy business contributed 47,800 million, i.e. 36% more than in 2013. This business line conti-nues consolidating itself as part of the core business of the group.

The contribution to EBITDA of funding gi-ven to subsidiaries is reflected in the other services business line. In 2014 the EBITDA amounted to $34,900 million.

An important part of the improvement co-mes from the general control of group ex-penses regarding all forms of contracting (corporate expenses (-3%), subsidiary ex-penses (-30%), consortia expenses (-13%)).

Overall group operating expenses were re-duced by $35.651 million in comparison to 2013. Of the total reduction, the lower level of activity of the Autopistas de los Llanos only provides $12,417 million. The rest of the improvement is achieved through improved efficiency in the different group companies.

The total EBITDA of the company for the year 2014 reached $323,070 million, an in-crease of 17.1% in comparison to 2013. This is a reflection of the significant operational improvement of the company for this year.

From a financial standpoint, the reduction of 1.4% in financial debt, for a year with a sig-nificant increase in EBITDA is worth noting.

line is due to the start of the final phase of the Autopistas de los Llanos Concession.

The Energy business line continues to gain importance due to GENA’s positive opera-ting and sales results. This company increa-sed its revenue by more than $106 billion in 2014, in comparison to 2013.

The following table shows the changes in the EBITDA contributed by business line, to the consolidated financial statements:

Note that despite lower revenues from construction in the year 2014, the company managed to generate a much higher EBIT-DA margin in this business line, reaching $46,854 million. This represents a 95% in-crease in EBITDA for this line of business.

However the reduction in income for the Autopistas de los Llanos (considering that with the signing of Addendum No. 9 to Con-cession Agreement No. 446 of 1994 it was determined that the ANI would only recog-nize 46.35% of the total Project revenue to the Concessionaire for the Management, Operation and Maintenance of roads), the EBITDA for the Concessions business line fell only by 5.5%. This is due to the marked improvement of EBITDA contribution of the Autopistas del Café Concession, which in-creased its EBITDA by 39%, which amounts to $45,960 million. This partially offset the lower EBITDA contribution of the Autopistas de los Llanos Concession, which decreased by $58,894 million (70% less than in 2013).

In 2014 the EBITDA from the operations bu-siness line decreased by 7%, as a result of the aforementioned reduction in revenues, which itself was due to the fact that the ad-ministration of the Comuneros tolls was re-turned to Invias.

The EBITDA for the energy business line continues to improve due to better commer-

20.000

40.000

60.000

100.000

EBITDA by business line (Millions)

80.000

1200.000

350.000

400.000

2013 2014

23.984 46.854

188.707

40.326

47.80035.242

43.341

199.642

Contrutión Concessions Energy Operations Other Operations

2.284

34.209

20.000

40.000

60.000

100.000

Operating expenses (Millions)

80.000

120.000

140.000

160.000

2013 2014

23.848 23.139

78.270

5.371

6.157

112.427

Odinsa Structure A�liates Consortia

50.000

100.000

150.000

250.000

EBITDA (Millions)

200.000

300.000

2013 2014

275.915

323.070

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9. Contingencies

Legal matters are listed in Annex II of this document.

10. Regulations regarding intellectual property

During 2014, Odinsa complied with all in-tellectual property, copyright and software license regulations, according to Act 603 of 2000.

11. Disclosure and control systems for financial information

According to the terms stipulated in Article 47 of Act 964 of 2005, Odinsa´s disclosure and control systems for financial informa-tion are working properly, and thus the re-sults of the information are considered sa-tisfactory.

According to article 87 of Act 1676 of August 20, 2013, managers gave witness that they did not hinder the free circulation of invoi-ces issued by the sales department with their suppliers.

In terms of non-operational aspects, it is also worth noting that, there are lower reve-nues due to the sale of investments. In 2013, the share in the Dovicon project was sold (highway concession operating in the Domi-nican Republic). Compared to the previous year, that operation reflects a lower level in Other income. However, a lower level of other expenses is reflected, as the proceeds from the sale were used primarily for the payment of debt, which reduced financing costs abroad.

The company also has a significantly lower taxation levels in 2014, since much of the fi-nancial burden in 2013 was caused by the sale of Dovicon, and a high amount of divi-dends received from the Autopistas del Café.

Non-operating income was also affected by a reduction in dividends declared by Hatovial and Opain, in comparison to the year 2013.

As a result of the dynamics explained, the net profit for the company was $102,200 mi-llion, which amounts to an increase of 11.5% in comparison to last year.

Given the equity level at the beginning of 2014, the company’s return on equity re-ached a level of 13.7% versus 13.2% in the year 2013.

100.000

200.000

300.000

500.000

Financial debt (Millions)

400.000

600.000

2013 2014

525.762 518.405

20.000

40.000

60.000

100.000

Financial debt (Millions)

80.000

120.000

2013 2014

91.696 102.200

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Lines of Business

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Lines of Business1.Road concessions

ColombiaCoffee Highways (Autopistas del café)Plains Highways (Autopistas de los Llanos)Santa Marta – ParaguachónHatovialRoads for the Americas (Vías de las Américas)La Pintada

Dominican RepublicNortheastern Highways (Autopistas del Nordeste)Atlantic Tourist Boulevard (Boulevard Turístico del Atlántico)

ArubaGreen Corridor

2.PortsPort Society of Santa Marta (Sociedad Portuaria de Santa Marta)

3.AirportsConcession for El Dorado Air-port in Bogotá. OPAIN

4.Energy BusinessesPower generator of the Atlantic (Generadora de Energía del Atlántico-GENA)Power generator of the Pacific (Generadora de Energía del Pacífico-GENPAC)

5.Mass transport systemConstructora Bogotá, Fase III S.A., CONFASE

6.Odinsa Projects and Inves-tments

7.Odinsa Services

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1. Road concessions

Coffee Highways (Autopistas del café)

� Operating Results

The consolidation of traffic on Autopistas del Café showed a satisfactory balance, with an increase of 7.07%, increasing from 10,580,014 in 2013 to 11,328.019 vehicles in 2014. In summary, the average daily traffic for the concession reached 31,036 vehicles.

The participation of category I with a total of 6,836,312 vehicles, equivalent to 60.35%, and category III with 1,194,905 vehicles with a share of 10.55%, both stand out.

In terms of traffic it is important to empha-size that traffic through the Tarapacá I and II toll stations totaled 3,440,534 vehicles, rea-ching the highest traffic of the concession, with 30%, followed by the Circasia toll sta-tion with 21%, and a total of 2,341,153 vehi-cles, and the Corozal toll station with 19%, and a total of 2,118,772 vehicles.

Works executed as part of the concession

2.000.000

6.000.000

Total tra�c (Number of vehicles)

10.000.000

2013 2014

10.580.014

11.318.019

4.000.000

8.000.000

12.000.000

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contract during 2014.

Major Maintenance of the following stret-ches:

• La Y - La Manuela

• La Manuela- La Trinidad

• La Y - Tambo La Manuela, left carria-geway

• La Y - La Uribe, right carriageway

• Chinchina - La Y, both carriageways

• El Jazmin - Tarapace I - Chinchina

• La Postrera - Santa Rosa Stadium, right carriageway

• La Romelia Intersection

• VTO Belmonte Intersection - el Manda-rino Intersection

• El Mandarino - La Romelia return Inter-section

Adaptation Fund works

• Environmental Impact Study (EIA) - La Paz relief road.

• Protection Works Cenifcafe Bridge

• Stabilization Works for La Chita slope.

• Protection Works for the Chinchiná in-terchange

Innovation and research have been mains-tays of the concession project, seeking to strengthen services for the users and effi-ciency in the management of road infras-tructure project.

In terms of technology applied to the ITS model for Autopistas del Cafe the following are worth noting:

• Startup of the crisis room for road emergency attention

• Update of the ayudame.com.co system

• Update of the REV (Road Event Log) Operation System

• Update of the REV (Road Event Log) Maintenance System

• Development of the “plan your route” application

• Weather information

• Information on road accidents and events

• Management of the web page: www.au-topistasdelcafe.com

• Management of interactive communi-cation with the users.

During 2014 a total of 34,968 service re-quests were registered, with the most re-quests registered through the Ayudame system, with a total of 11,057, which is a re-flection of the acceptance of the interactive information systems.

Managing the road in an orderly manner and maintaining circulation in all sections of the project involved major logistical, prevention and service work, of which the most impor-tant issues were ambulance, tow truck, ba-sic mechanic services and toll-free calls to # 850.

� Financial Results

The dynamics of these activities throughout 2014 was also reflected in the financial re-sults for the Project.

Operating income, including amortization of deferred revenue and other income amoun-ted to $ 219,291 million, an increase of 22% in comparison to 2013.

Resulting from the positive performance in terms of income, the contribution mar-gin amounted to $ 138,320 million, which highlights the consolidation of financial sta-tements and internal generation capacity of resources by Autopistas del Café.

50.000

150.000

Total income (Million)

250.000

2013 2014

132.805 145.316

100.000

200.000

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As a result of the above, the EBITDA amou-nted to $ 121,303 million, which without a doubt is considered a positive result for 2014.

In conclusion, the contribution margin in-creased by 12% the and EBITDA by 30%, with positive results for the concession in terms of profits, increasing from $ 6,375 million in 2013 to $ 58,635 million by year-end 2014.

� Important Facts

The contribution of value to shareholders highlights the capacity of the project in terms of resource generation, with an in-creasingly consolidated traffic, which at the end of 2014 showed a volume of 11,328,019 vehicles, with an associated collection of $ 145,316 million, which represented an in-crease of 7.07% in comparison to 2013.

As part of the consolidated traffic results, high mobility during the holiday season it is worth noting, a result which confirms the Coffee Region as the second most popular tourist destination in Colombia.

Similarly, the management of the works was a chapter of the utmost importance in the development of the project.

Of the Adaptation Fund works the following are worth mentioning: stabilization of “La Chila” slope on the road to Manizales where 58,300 m3 of earth were removed, resulting in the solution for a high risk site. Likewise mitigation works were implemented in the Chinchina Intersection area; there 42 an-choring piles were used for its protection.

Similarly, protection works were performed to the Cenicafe Bridge, in the municipality of Chinchiná, which presented a serious subsi-dence in one of the buttresses.

As for studies and designs, the following activities were carried out: Environmental Impact Study (EIA) of La Paz relief road, Cir-casia 1 ½ intersection, Calle 52 roundabout in the town of Dosquebradas, rehabilitation of the Paso Cinco Bridge in the road to the department of Valle del Cauca and rehabili-tation of the Calarca – La Española stretch in the Department of Quindío, works should start during the year 2015.

To summarize, the Adaptation Fund con-tract amounted to $ 44,534 million and the investment in studies and designs for the

abovementioned projects amounted to $414 million.

The road maintenance activities undertaken during the year 2014 were extensive, espe-cially in terms of routine maintenance, in-cluding the installation of a total of 1,589 vertical signals; 723,310 ml of horizontal signaling were painted in different sections of the concession and 21,760 M2 in areas of demarcation.

� Corporate Social Responsibility

In addition to the above, 24.368 reflective tacks were installed, which substantially in-creased road safety.

Periodic maintenance works are worth mentioning, including the installation of a total of 18,656 M3 asphalt by the road main-tenance unit, of which the most important is the intervention of the Belmonte – Mandari-no stretch in the western relief road, with a length of 13.1 kilometers.

During 2014, as a result of these woks, an average of 515 jobs was generated per month; which undoubtedly benefits social stability in the region.

Autopistas del Café connects with the Pai-saje Cultural Cafetero (“Coffee Cultural Landscape”) and the management team is aware of this reality. Therefore, much of the sustainability strategy of the project focused on how to provide an excellent quality ser-vice.

Some of the following numbers reflect the commitment of the Autopistas del Cafe for its users.

Ambulance and towing services totaled 1,197 and 4,184 requests respectively during the year, with an average of 25 km travelled per service, reaching a total of 134,525 km travelled.

Parallel to this, and as part of the compre-hensive service for users, traffic inspectors were available 24 hours a day, attending events and emergencies on the road, and who, which together with the maintenance inspectors who responded to landslides, floods and removal of materials, totaled 384,850 km inspected on the Au¬topistas del Café roads.

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The sum of 519,375 km of services for users, demonstrate the strong commitment of the concession to its users.

During 2014, requests for road services to-taled 34,968 of which the ayudame.com.co application registered 11,057 records, which indicates the technological advance of this highway.

Finally, we must also mention the breakthrough in terms of emergency care on the road with the launch of the crisis room, which to date has been activated 10 times; becoming a tool of great importan-ce in the handling of accidents, which due to their magnitude require special attention.

Autopistas del Cafe has understood the im-portance of tourism in the region and the

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contribution it makes through the TAMBOS (Customer Care Centers), which while fulfi-lling their contractual role as resting places, these sites have become important meeting places for users and tourists.

There are 4 TAMBOS in service, the last of them opened in August 2014; making the route one filled with emotions; proof of this is the behavior of the people who visit them.

In 2012 the number of visitors totaled 48,144, in 2013 the numbers increased to 161,613, and for the year 2014 200,211 users visited them, with the Tambo at Privilegio receiving 114,183 people.

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Plains Highways (Autopistas de los Llanos)

Autopistas de los Llanos S.A is responsible for the operation and maintenance of 188 km, comprised of three highways that com-municate Villavicencio with Granada, Puerto Lopez and Cumaral-Veracruz. It includes five toll stations, two weighing stations, two ser-vice modules and two bridges over the Guati-quia and Guayuriba rivers.

� Operating Results

During 2014, concession traffic decreased by 4.7% in comparison to 2013, due to the elimi-nation of the Vanguardia toll (leaving a single point of collection on the Amarillo Bridge) The Puente Amarillo toll decreased by 17.2%, the La Libertad toll station decreased by 12.3% due to the entry into operation of the Bicentennial pipeline, which affected all ca-tegories in this station. The following graph shows traffic and its variation by toll station in comparison to 2013:

During 2014, collection at toll stations amou-nted to $ 95,264 million, which represents a decrease of 2.5% in relation to the proceeds for the immediately preceding year; this re-duction is due to the entry into operation of the Bicentennial pipeline which affected di-rectly La Libertad toll station collection with a decrease of 15.3%, and the elimination of the Vanguardia toll station which represents a decrease of 7% (leaving a single point of

collection on the Amarillo Bridge). The fo-llowing graph shows the variation in collec-tion of all toll stations during the year 2014 compared to 2013:

For 2014, income by way of collection of tolls for AOM (administration, operation and maintenance) amounted to $ 44,155 mi-llion, bearing in mind that with the signing of Addendum No. 9 to Concession Contract 446 of 1994 it was established that the ANI would recognize to the Concessionaire 46.35% of the total collection for the project, for the ad-ministration, operation and maintenance of the highways.

Bearing in mind that the arbitration award of 2013 stipulated that the final contract date was November 23, 2013 traffic guarantees ended, therefore in the year 2014 there are no traffic guarantees.

The Concessionaire created 24 direct jobs and 410 indirect jobs, including the staff res-ponsible for the operation (collection, towing services, ambulance services, road inspec-tion services, weighing services, etc.), as well as the staff that performs maintenance road works such as small business owners, con-tractors etc.

During the year 2014, the project operation was performed as stipulated in the rules of operation, which are part of Contract 446-94.

With the signing of Addendum No.9 to Con-cession Contract 446-94, the unification of the Vanguardia toll station and the Puente Amarillo Checkpoint was established; star-ting November 24, 2013 collection was con-solidated in the current location of the Puen-te Amarillo Checkpoint, with this checkpoint remaining as a toll station, and the Vanguar-dia toll station is eliminated; from this very day traffic guarantees are eliminated.

On January 23, 2015, Addendum 10 is signed, by which Contract 446-94 is extended for 9 months, i.e. the new completion date is Oc-tober 20, 2015. The purpose of this extension

2.000.000

6.000.000

Total tra�c (Number of vehicles)

10.000.000

2013 2014

10.935.30410.417.274

4.000.000

8.000.000

12.000.000

-4.7%

20.000

60.000

Total Collection (Millions)

100.000

2013 2014

97.740 95.26540.000

80.000

120.000

-2.5%

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is to reverse the infrastructure in following with the National Infrastructure Agency’s Re-versal Manual, however it was stipulated that the ANI may, at any time, request either the total or partial reversal of the infrastructure.

The clauses and conditions of the Concession Contract No.446 of 1994 and their additions and addendums not modified by the Adden-dum remain fully and completely effective and valid.

The number of accidents presented in 2014 compared to 2013, decreased by 5.1%, with 411 reported for 2013 and 390 for 2014. The ratio for accidents to total volume of traffic for the year was 3.7 accidents per 100,000 ve-hicles, compared to 3.76 recorded for 2013.

Accident prevention and of road safety activi-ties were carried out in 22 academic institu-tions located within the area of influence of the project, eight school patrols were orga-nized; on the other hand the adult population was presented with information, in gathe-rings organized at livestock and veterinary complexes, regarding the prevention of acci-dents caused by livestock on the roads, trai-nings for truck drivers transporting granular material were offered, in order to reduce in-cidents caused by the falling of this material on the road and damage to other vehicles.

The activities related to the operation per-formed during 2014, resulted in 385,408 categories IV and VII vehicles weighed in at the weighing station and 1.900, 58 and 1744 towing, ambulance and communications services were provided respectively. Regar-ding routine, regular and major maintenance works, the completion index required by Con-cession contract No. 446 of 1994 was fulfilled, including 5,206 m3 of patching, repainting of 467,244 ml of lines, 2,034 m2 of road mar-kings, and the replacement of 12,495 tacks.

� Financial Results

The following chart shows the main financial results:

• Operating income decreased by 60.1%, given that due to the signing of Adden-dum 9 on November 22, 2013, where only 46.35% of the collection belongs to the concession. Income from the elimination of the Vanguardia toll, in the amount of $ 422 million, is worth noting.

• The EBIT registered a decrease of $ 68,341 million, which is explained mostly by the decrease in operating revenues, the amortization and depreciation ex-penses continue until the end of the con-tract term.

• Net loss amounted to $ 3,404 million, re-gistering a decrease of $ 36,673 million compared to the net income during 2013, mainly because of the decrease in inco-me under Addendum No 9 of November 22, 2013.

• In 2014 dividend payment is made in the amount of ($ 33,268 million), approved by the General Shareholders’ Meeting and registered in the Minute No 51 of Fe-bruary 28, 2014.

• In the month of June 2014 a capital re-duction is performed, with actual re-imbursement of contributions worth $17,158 million, and which was appro-ved by the Superintendence of Ports and Transport thru Official Letter No. 20147100311521 of June 18, 2014.

• In the 53rd Extraordinary Shareholders’ Meeting held on November 7, 2014, the distribution of profits was approved by release of legal reserves in the amount of $ 8,579 million.

• During 2014 no funding was required.

� Important Facts

Addendum No. 9 to Concession Contract No. 446 of 1994. Although this Addendum was signed in 2013, it is important to mention be-cause it has to do with the extension of term of the concession contract.

Cumaral

14

304

Puerto Lopèz 80 2

Total 188

784

Granada

2

Pte. Amarillo

Libertad

5

Ocoa

Veracruz

Vía Villavicencio Length (Km) Toll stations No. of carriageways

2Iraca

Datos (M/Cop)

EBIT

Operatng Income

68.279.082

113.496.221

2013

$

$

2014 Absolute Variation

Net Pro�t 33.268.867$

Total Dividends 40.203.681$

0$

Dividends by release of reserve 0$

% Variation

Decapitalization

0$

Balance due with Financial Entities 0$

Capitalizations received

-61.757

45.325.713$

$

-3.302.732$

33.268.867$

17.158.392$

8.579.196$

0$

0$

-68.340.839

-68.170.508$

$

-36.571.598$

-6.934.814$

17.158.392$

8.579.196$

0$

0$

-100.1%

-60.1%

-109.9%

-17.2%

N/A

N/A

0.0%

0.0%

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The National Infrastructure Agency (ANI) and Autopistas de los Llanos S.A. signed Adden-dum No 9 on November 22, 2013; this adden-dum extends the term of the concession con-tract and thus complies with the arbitration award. The main agreements included in the signed document are:

• Extension of the term of the concession: The parties agreed to extend the term of Concession Contract No. 446 of 1994 starting November 24, 2013; with a maxi-mum extension until January 23, 2015.

• Elimination of the Pontazgo Vanguardia toll station. The ANI decided to eliminate the station starting November 24, 2013 at 00:00 and recognizes the activity per-formed by the Concessionaire.

• Crossing reciprocal accounts. Debts for or against both the ANI and Autopistas de los Llanos S.A. were crossed at the moments they were generated, resulting in a debt in favor of the Concessionaire in the amount of $ 21,083, million as of November 23, 2013.

In order to cancel the obligations stipulated in the Addendum, ANI paid the Concessio-naire the amount corresponding to 53.65% of the monthly collection generated starting November 24, 2013, and paying the full debt by May 5, 2014, which amounted to $ 21,459 million. As of May 6, the 53.65% correspon-ding to the ANI is recorded in the “Surplus” account.

The remaining 46.35% is recognized in favor of Autopistas de los Llanos by way of the Ope-ration, Administration and Maintenance of the Project, until such time as it is reversed. The ANI recognized the elimination of the Vanguardia toll station at a fixed price.

Extension of Concession Agreement 446-1994, Addendum No. 10 of January 23, 2015. On January 23, 2015, Addendum No. 10 was signed, by which the contract is extended for nine additional months, until October 20, 2015, in order to move forward with the works relevant to the reversal of the infrastructure works, based on the Reversal Manual pre-pared by the National Infrastructure Agency (ANI) that entered into effect in the second half of 2014. All contractual obligations re-main, however it was stipulated that the ANI may, at any time, request either the total or partial reversal of the infrastructure, as it is moving forward with the PPP projects for pu-blic and private sector.

Resolution 3126 of 2014 - Differential Toll Rate for Ocoa-Acacias Residents. The Minis-try of Transport by means of Resolution 3126 of October 17, 2014, establishes special toll rates for the Acacias residents who are users of the Ocoa toll station; benefits amount to a total of 5,759 quotas, including 55 taxis, with a fee of $ 2,900 (including Fosevi), with mini-mum frequency of one trip per month (2 trips) and revisions every six months. Applications were received from October 23, and the diffe-

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rential entered into effect starting December 1, 2014. As of December 31 the ANI had gran-ted 1540 applications, which corresponds to 27% of the total beneficiaries.

Signaling at the Nuestra Señora de la Paz School. Signaling was installed for the Nues-tra Señora de la Paz School, in compliance with the ruling. Horizontal demarcation and school crossing zone were repaired in front of the School located at K3 + 320 on the Villa-

vicencio – Granada highway; the works con-sisted of repainting footpaths and the school pictogram, virtual speed reducers, logarith-mic lines and replacement of studs; in accor-dance with the Road Traffic Sign Manual.

Bicentenario pipeline. Starting November 1, 2013 the first phase of the Bicentenario pi-peline entered into operation, comprising 230 kilometers of a 42-inch pipeline, which connects the Araguaney (Casanare) and Ba-

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nadia (Arauca) stations. There it connects to the Caño Limon – Coveñas pipeline, to leve-rage its capacity (capacity is 220,000 barrels, of which 70,000 barrels are being used). This has generated a decrease in the traffic pas-sing through the La Libertad toll station of 12.3%, in comparison to 2013; the categories most affected are categories VI and VII, with a decrease of 22.2%.

� Corporate Social Responsibility

In compliance with the program for the Pro-motion of Road Culture 2,295 students from 22 academic institutions in the area of in-fluence of the project were trained in road safety rules, traffic signs and public space, and 8 school patrols made up of 144 students were organized.

Accident prevention information was distri-buted among livestock farmers and veteri-nary offices in the municipalities located in the area. Employee trainings were organized in 4 crushing plants located near the area of the project, in order to generate awareness and responsibility in transporting granular material and reducing incidents produced by the fall of this material.

During the month of December, in con-junction with the National Police, prevention and road safety campaigns were organized for these types of drivers, the campaign is called “I drive safely”, and 203 motorcyclists were trained.

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Santa Marta - Paraguachón

The Concession Santa Marta Paraguachon S.A., was incorporated in the year 1994 through Concession Contract No. 445, and its purpose is to execute the concession sys-tem, which according to the provisions sti-pulated in Article 32, paragraph 4 of Act 80 of 1993 includes the studies, final designs, rehabilitation works, construction, opera-tion and maintenance of the Rio Palomino - Riohacha and Riohacha – Paraguachon sectors and the maintenance and operation of the Santa Marta - Rio Palomino sector, or route 90 in the departments of Magdalena and Guajira.

� Operating Results

In 2014, 3.5 million vehicles travelled on this road. This represents an increase of 3.45 % in comparison to 2013.

As a result of the increase in traffic, co-llection also increased by 3.04%; reaching $36,123 million.

Total tra�c (Number of vehicles)

2013 2014

3.385.054 3.502.007

1.000.000

2.000.000

3.000.000

3.000.000

Total tra�c (Number of vehicles)

2013 2014

3.385.054 3.502.007

1.000.000

2.000.000

3.000.000

3.000.000

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During this year, future funds in the amount of $56,030 million were received for works pertaining to:

• Rehabilitation of the Riohacha - La Flo-rida stretch

• Rehabilitation of the Cuestecitas - Ca-rraipia – Maicao stretch

• Maintenance of the La Florida – Cues-tecitas stretch

• Rehabilitation of the Paso Nacional – Riohacha stretch

• Santa Marta - Riohacha - Paraguachon

All in agreement with the Conpes 3535 and 3563 documents.

An overall improvement in traffic statistics can be seen. In 2014, accidents decreased by 17%, to 416 incidents. The number of people requiring accident assistance decreased from 612 in 2013, to only 384 in 2014, a de-crease of 37%. In addition, road side assis-tance increased by more than 55%, amoun-ting 155 services rendered.

On September 26, the marine protection works at Los Muchachitos were completed. By the end of the year, the ANI recognized Mi-nutes No. 2 and No. 3 in the amount of $ 7,700 million, pending a final Minute No.4, where the recognition of a settlement is discussed for an estimated $ 700 million, and some en-vironmental aspects worth $ 370 million.

The concession created a total of 209 direct and 180 indirect jobs.

� Financial Results

2014 registered revenues in the amount of $ 57,897 million; of these only $ 36,166 mi-llion correspond to toll revenues. The remai-ning revenues correspond to the arbitration award and the subsequent amortization of contributions from the ANI from Modifica-tion 9 and Addendum 10. In comparison to 2013, there is a reduction in revenues in the amount of $ 81,868 million; however it is worth mentioning that in 2013 revenues in the amount of $ 104,620 million were obtai-ned for the amortization of income received in advance from Addendum10.

Operating income increased to $ 8.541 mi-llion as a result of operational improve-ments and the income received by the arbi-tration award. The previous year’s operating losses amounted $ 4,540 million.

The company achieved a significant reduc-tion regarding financial debt, by using all future fund resources disbursed as debt pa-yment. This is why at end of year financial debt only amounted $ 49,768 million, while in 2013 the balance stood at $ 109,487 mi-llion.

As a result of operational improvement and lower debt, the company almost completely reduced net losses, going from $ 15,990 mi-llion in net losses in 2013, to $ 323 million in 2014.

� Important facts

During 2013 no contracts were signed with shareholders and / or directors of the Santa Marta Paraguachon Concession Company S.A., however, the following contracts re-main in force:

• Contract 7 - for the execution of the works and sealing of cracks required in the Muchachitos area - between the PR 61 + 000 to 69 + 000- PR in the Santa Marta-Rio Palomino sector, to prevent and correct the affectation of the lower slope. Value: $ 12,752 million. Contractor: Valorcon.

• Contract 10- for asphalt reinforce-ments in certain sectors, executed by Valor-con S.A. Value: $ 15,000 million.

• Contract 14- for asphalt reinforce-ments in certain sectors, executed by Odin-sa S.A. Value: $ 15,000 million.

During, 2014 advance payments of capital to financial obligations were made with the re-sources received for future funds, the sale of the CCI offices, in the city of Bogota and ba-lances from the FAM account for the Socie-dad Concesión Santa Marta Paraguachon. After the advance payments were made, the loans were renegotiated with new terms. In September, following the instructions of the Board, the long-term loan was restructured, extending its term until 2029, in order to refine the debt in terms of the project flow, decreasing the biannual fee, and leaving an

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outstanding balance on the initial credit of $ 359 million, to paid in October. In January, resources were received in the amount of 10 billion, which correspond to the arbitration award for the reversal of the Bosconia-Ye de Cienaga stretch, and were used to prepay part of the financial commitments.

Moreover, consistent with the authoriza-tions issued by the Board, in May the first short-term loan was acquired to cover the investment to make for the “marine protec-tion works at Los Muchachitos”, specifica-lly in reference to construction of Sea Wall; during the month of July a second credit was obtained in the amount of $ 1,650 mi-llion for the same purpose, in August a third one in the amount of $ 1,000 million, and in the month of September a last loan in the amount of 1,750 million. These credits were cancelled with the funds received from the liquidation of the Muchachitos works.

In the first week of 2014, $ 56,030 million were received from ANI, corresponding to future funds for 2013 stipulated in Adden-dum 10 of Contract 445, which were utilized for payment of financial obligations. In De-cember $ 160 million were received from the liquidation of the corresponding differential fee from January 17 to 30 June 2014. Also in December, the sum of $ 7,746 million was received for the liquidation of Minutes 2 and 3 of the Muchachitos project. In January 2015, $ 10,090 million were received for the arbitration award pertaining to the reversal of the Bosconia - Ye de Cienaga project.

As mentioned above, the ANI cancelled the obligation pertaining to the Arbitration award in respect of the liquidation and re-versal of Ye de Cienaga – Bosconia project. These monies were paid the first week of January 2015, in TES titles and were mone-tized in the second week of January in the amount of $ 10,000 million.

These resources were used for payment of equity debt for the long term credit that the Concessionaire has with the Bancolombia.

In the month of October 2014, Icontec Re-gional Director, Dr. Simon Antonio Bolivar Meneses, presented us with the certifica-tes that ratify the management systems for the design, construction and management activities of road infrastructure works, toll collection, maintenance, operation and ma-

nagement of Concession. It is recognition for the teamwork, which has been working since 2005 on the continuous improve-ment of processes, which remains as the Company´s mission processes.

� Corporate Social Responsibility

During 2014, the Concessionaire continued with its social commitments, aimed mainly at the reduction of accidents in the conces-sion road system. Our strategy has been based on building partnerships with all pu-blic and private agents who are involved and committed to improve road safety through the awareness and promotion of a “Corre-gida Cultura Vial”; which is why Odinsa is exercising its leadership in departmental and municipal scenarios for road education and road prevention in the Departments of Magdalena and La Guajira. Prevention and control activities are developed from the-se scenarios, as a result of the combined efforts in accident education and awareness.

In partnership with the National Police - DI-TRA - an educational process in road safety was developed under a differential approach to Indigenous Communities. A modern “Mo-bile Classroom” with the latest technology, toured the Troncal del Caribe, directly ad-dressing communities in the area of influen-ce in an attempt to curb the high accident rates in strategic road points, attributed to lack of knowledge and precaution. On this mobile unit, special courses were offered by qualified bilingual staff, which allowed them to transmit the message from their original “Wayuunaiki” language, on the importance of applying basic rules of behavior for pe-destrians, cyclists and motorcyclists to the inhabitants of these ethnic communities.

This interactive bus also served to boost awareness through high impact campaigns; 300 reflective vests were given to cyclists who participated in the activities with the indigenous communities in the area of San Mateo on the Rio Palomino –Riohacha stretch, and indigenous communities from the middle and upper Guajira settled in the small village of Gloria and Aremashain; as well as of the Altopino, Ushulu and Shi-malushirra Communities in the Riohacha – Paraguachon stretch. This effort focuses on stopping the possibility of accidents due to lack of minimum protection elements

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that cyclists must use. These communities, because of their customs use bicycles as the main means of transportation to travel within their territories and to access urban centers nearby.

Once again the concessionaire participated with the Lucecitas de Esperanza Foundation and its corporate allies in the charity event organized on behalf of the underprivileged children of Riohacha. This project is the re-

sult of the support from private companies operating in the area, under the direction of the director of this foundation, Mrs. Ruth Berardinelly, who year after year chooses boys and girls of the most vulnerable com-munes in Riohacha and provides them with a holiday dinner and delivery of gifts.

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Hatovial

The company known as Concesión Aburra Norte S.A.S Hatovial, is executing Concession Contract 97-00-20-1738, for the Department of Antioquia and the Metropolitan Area of the Aburrá Valley which according with Act 105 of 1993 include the works that are part of the Desarrollo Vial del Aburra Norte project and its complementary access road system to the north of the Aburrá Valley.

Since the signing of Addendum 14 on Fe-bruary 1, 2007, the Concessionaire has been developing all activities under the scope of the Concession Agreement; the financing, design, land management, social manage-ment, environmental management, cons-truction, operation and maintenance of the concessioned road network.

The contract has a variable period depending on the expected income, which as of June 1997 was $ 392,757 million, on December 31 2014; the 69.47% of this expected income was acomplished. If traffic levels remain as those for 2014, the expected income would be reached in November 2020, five months before the maximum period of April 2021, including automatic extensions provided for in the concession contract.

� Operating Results

According to the agreements stipulated in Addendum 17, signed on May 5, 2011, re-habilitation and attention of critical points works in the Hatillo - Don Matias stretch have been underway, and the dual carria-geway works between Porcesito and Cisne-ros and the Cisneros relief road were stop-ped.

The works on the Barbosa - Cruce del Rio (Pradera) stretch are under execution, with

a length of 10.5 km, they are advancing properly; the environmental license for the additional 1.8 km that connect the dual ca-rriageway to Route 62 was obtained.

For both stretches, about 95% of the land required for the construction works has been delivered and funding and resources are available in the IDEA accounts and trust fund 4-2-1500.

Despite the difficulties with utilities net-works and grounds for the foundation, the construction of the Fundadores bridges and the Girardota overpass continues.

As for the execution of works between Em-palme and Route 62 and Cisneros, and the possible inclusion of the Quiebra tunnel, although the claims lists to the licensors entities are ready, a waiting period has been determined while the private initiative PPP which presented the Vias of Nus PSF before the ANI defines the scope of the Magdalena 1 project. Regarding the bidding process for this project no progress has been made.

During the semester no closures occurred on the roads operated by the concession, only a restricted pass remains on Km 10 + 150 of the Hatillo - Don Matias stretch.

During 2014, efforts continued to reduce ac-cidents in the concession road system.

Throughout the year, 1420 vehicles were in-volved in traffic accidents on the concession’s roads, which represent a reduction of 19% in traffic accidents in comparison to the pre-vious year. 42% of these were motorcycles, continuing the trend observed in recent years.

In terms of people injured in traffic acci-dents, there were 977 victims reported, showing a decrease of 3% compared to 2013, 69% of the total people injured were traveling on motorbikes.

During 2014, 953 ambulance services and 1.849 towing services were requested.

The Quick Pass electronic toll system star-ted its operation on April 1, 2014. As of De-cember 31, 2014 250 companies were re-gistered and 5088 TAGs programmed, of which 4,363 already circulate through the Concession tolls, which together with the exempt vehicles, add up to 9,034 vehicles

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using Quick Pass driving through the Trapi-che, Cabildo and Niquia tolls.

The following table shows the total amount not paid to the operator for the operation of the Quick Pass in 2014 for the three toll sta-tions amounted to $ 403 million, and collec-tion for the system to $ 4.785 million

For the second half of 2014 construction ac-tivities continued on the Barbosa-Pradera stretch as scheduled, as well as the deve-lopment planning works on the Fundadores bridges and the Girardota interchange. On the Ancon fault construction of the pillars is completed and the wall is advancing on schedule.

The works corresponding to the develop-ment plan for the second half of 2014 ad-vanced to 75% for the Fundadores Bridge and 40 % for the Girardota interchange. The relief road for the interchange entered into service on December 4, 2014.

� Financial results

During the second half of 2014, the office of the Governor complied the payments sche-dule [the resources from ANI that have been deposited in the IDEA].

By receiving income in advance, in propor-tion to the amortization of costs, and as a result of the operation, the consolidated re-sults for the year increased from $ 2,156 mi-llion for December 2013, to $ 24,109 million for December 2014.

In 2009 the financial closure was made, with a $ 169,000 million loan with Bancolombia and Leasing Bancolombia was completed. The resources were used for the works of Addendum 15.

The venture capital contributions were com-pleted in the first half of 2011, adjusting the amount of $ 36,200 million set in November 2006, and surpassing the contributions pro-gram agreed to with the Licensors. These re-sources were delivered in the following man-ner: company equity resources were used for the contributions, and the advances for future capitalization contributed by shareholders.

$ 3,200 million have been contributed to the Addendum 16 risk capital, an amount

that will be repaid to the Concessionaire in accordance with agreements stipulated in Addendum 21.

As of December 31, the consolidated as-sets of the company amounted to $ 864,770 million, which represents an increase of 23.87% from $ 698,105 million in December 2013.

The variation in assets is mainly due to the increase in available assets and works exe-cuted with resources held by entities in the Licensors (Addendum No. 16).

The Company´s consolidated liabilities increased by 22.49%, increasing from $634,644 million in December 2013, to $ 777,401 million in 2014.

Variation in liabilities is explained by the in-crease in the consolidated income received in advance (contributions by the Licensors).

Furthermore, it should be noted that the financial obligations of the Concessionaire acquired through the 3-120 amounted to $

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Hatovial identified that under the conditions of the concession contract with the De-partment and the Metropolitan Area, it has a financial asset which according to IFRIC 12 Concession Services, which will be re-cognized if and only if Hatovial has an un-conditional contractual right to receive cash or another financial asset from the grantor for the execution of the concession contract. Therefore, Hatovial acknowledges the fi-nancial asset as a receivable to the Grantor, which corresponds to the outstanding co-llection and contributions.

The receivable is measured in accordance with IFRS 9, initially at fair value (present va-lue of future cash flows) and subsequently at amortized cost. The accounting record resulted in an increase in financial assets in the amount of $ 339,439 million and an increase in equity in retained earnings of the same magnitude.

During the last semester the integration of applications was completed on a mini site for the management of the Concessionaire, these applications allow handling of corres-pondence, the management of the conces-sionaire, the operation, ICA management reporting (environmental), the GIS integra-ted property management and subcontract systems.

The development of applications for the ma-nagement of routine maintenance and con-trol of the production of dump trucks con-tinues.

Starting in August the strategy for the di-versification of the business was completed, through the execution of participation ac-count contracts with the North Aburra CO-CAN construction consortium.

69,151 million in December 2014, which re-presents a decrease of 23.32% compared to the balance $ 87,369 million as of December 31, 2013.

The consolidated equity increased by 37.68%, from $ 63,460 million in December 2013 to $ 87,369 million for December 31, 2014.

The variation is due to the net income re-ceived for the first half of 2014, in particular for the operation and maintenance activities directly executed by the Concessionaire, and to a lesser extent, by the results of the con-tract of participation accounts that are can-celled in the month of August.

� Important Facts

The implementation of IFRS for the con-cession was defined, taking our concession contract as a financial asset we identified the key accounts that were affected and the new accounting system manual was prepa-red.

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Vías de las Americas

� Operating results

During 2014, the Annual Daily Transit Ave-rage (TPDA) had similar behaviors in our two main corridors. In the case of Route 23: Road 10 Monteria - Planeta Rica, where our “Purgatorio” toll station is located, category I had a TPDA of 2034 which is equivalent to 70% of all vehicles. It was followed by cate-gory II with a TPDA of 636 which is equiva-lent to 22% of all vehicles.

For 2014, a total of $ 13,180 million were collected by way of toll collection, including surpluses and road safety fund. Excluding the Road Safety Fund and including the sur-plus the sum amounted to $ 12,840,308,300.

The Concession has 146 direct employees and close to 2260 indirect employees in construction works.

During 2014, 11 Milestones, for a total of 86.1 km were completed and delivered to the ANI:

• Turbo - El Tigre stretch (Rehabilitation -expansion)

• Milestone 1 (PRO0+000 - 11+000)

• Turbo - Necolci - San Juan stretch

• Milestone 1 (PR15+053 - PR20+093)

• Milestone 2 (PRO0+000 - PR10+000)

• Arboletes - Puerto Rey – Monteria stretch

• Milestone 1 PR(40+000 - 50+000)

• Milestone 3 PR (30+000 - 40+000)

• Milestone 5 PR(50+000 - 60+000)

• Milestone 7 PR(0+000 - 5+000)

• Milestone 8 PR(82+049 - 86+857)

• Planeta Rica – Monteria stretch

• Milestone 5 PR(39+000 - 49+000)

• Banco – Tamalameque stretch

• Milestone 1 PR (0+000 - 10+000) Santa Ana - La Gloria stretch

• Milestone 1 PR (37+000 - 47+000).

� Financial results

As of year-end 2014, the status on the works under execution is as follows:

In 2014 total works executed amounted to $212.824 million, which corresponds to 51.4% of the total.

Amounts to be executed in the following years:

• 2015: $580,362 million

• 2016: $264,323 million

• 2017: $91,701 million

StretchStatus as of

Dic 20-14

6. Planeta Rica - Monteria (Mej) 95,8% 36.723.491.543 $

$ paid in 2014

2. Turbo - El Tigre (Reh - Mejor)) 34,7% 6.711.894.620 $

3.1 Turbo - Necocli - Mulatos (Mej) 75,5% 20.385.751.885 $

3.2 San Juan - Arboletes (Reh) 88,6% 10.365.644.074 $

3.3 Arboletes - Puerto Rey - Monteria (Reh) 99,2% 24.665.465.204 $

3.4 Variante Arboletes (Via Nueva) 0,0% -$

4. Turbo - Chigorodo (2da Calzada) 0,0% -$

5. Santa Lucia - San Pelayo (Via Nueva) 0,0% 3.043.145.068 $

1. Lomas Aisladas - El Tigre (Reh) 100,0% 1.535.067.894 $

11.2 Yondó - Cantagallo (Via Nueva) 0,0% -$

7.2 Guamal - Mompox (Mej) 0,0% 2.746.382.347 $

7.3 Mompox - Bodega (Mej) 0,0% -$

8. Tamalameque - El Banco (Via Nueva) 70,7% 12.402.526.984 $

9.1 Santana - La Gloria (Mej) 78,1% 22.946.152.851 $

9.2 Talaigua Nuevo - Santana (Via Nueva) 0,0% -$

10. San Marcos - Majagual - Achi - Guaranda (Mej) 56,8% 35.519.250.443 $

11.1 Cantagallo - San Plablo - Simiti (Via Nueva) 0,0% -$

7.1 El Banco - Guamal (Mej-Reh) 60,5% 18.785.998.884 $

12. Puente Talaigua Nuevo - Santana 44,0% 16.993.793.090 $

13. Puente Cacarica (Rio Atrato) 0,0% -$

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� Corporate Social Responsibility

Throughout 2014, the Vias de las Americas S.A.S. Concession carried out educational activities with the community, aimed for the adoption of measures and practices for a safe mobility culture.

In order to achieve the above objective, a total of 30 workshops on road safety were organized for the community or residents of the different municipalities, districts and vi-llages of the concession sections.

16 road safety workshops were organized for transporters, specifically for motorcyclists, considering that in all of the stretched ma-naged by the concession; most accidents in-volve at least one motorcyclist.

21 road safety campaigns were organized and held on the roads, in tolls, bridges and public areas.

41 road safety workshops were organized for students from different academic institu-tions in the area of influence of the project.

In addition to the above, the second road safety festival was organized in the town of Arboletes, with the support of the Mu-

nicipality of Arboletes, the Highway Police Department of Cordoba and some private companies.

In 2014, 30 children graduated as school pa-trolmen in the town of Chigorodó. Through this initiative the patrolmen educate other students in the adoption of safe practices on the roads.

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54

La Pintada

The roads included in the “Conexión Pacífi-co 2” highway concession have an estimated length of 98 kilometers, and cross the whole department of Antioquia.

The Conexión Pacifico 2 highway joins the municipalities of Venecia, Tarso, Fredonia, Jerico, Tamesis, Valparaiso, La Pintada, Santa Barbara and Caldas; this highway is included in the Project known as “Autopis-tas para la Prosperidad”, and its purpose is the improvement of connectivity between the department of Antioquia and Bogotá, with the Magdalena Medio region, the Ruta del Sol Concession, the Atlantic Coast, the region of Uraba and the departments that make up the Coffee Axis.

The Concession is divided into five functio-nal units: the La Pintada — Puente Iglesias stretch, Puente Iglesias —Mulatos tunnel, the Mulatos tunnel and Mulatos tunnel —

Bolombolo which consists of the improve-ment and split of the current carriageway, and La Pintada-Primavera, an existing road for which rehabilitation, operation and maintenance works are planned.

Total investment for the Project amounts to $1,300 millio¬n.

General location of the project.

The Concession contract, No. 006 of 2014 was signed on September 11, 2014 and the Initiation Minute signed on November 11 of that same year.

FU*

UF2

UF1

Puente Iglesias – Tunel Mulatos

La Pintada – Puente Iglesias

Stretch

18.3

Length (Km) Expected intervention

19.8

UF3 Túnel Mulatos 2.48

UF4 Túnel Mulatos - Bolombolo 3.2

UF5 La Pintada- Primavera 54.0

Construcción DC

Construcción DC

Construcción de túnel DC

Construcción DC

Operación y mantenimiento

* Functional Unit

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The contract is currently on the pre-opera-tion stage, and the following activities are being performed:

• Operation and maintenance of the cu-rrent roads delivered by the ANI: La Pin-tada—Puente Iglesias and La Pintada-¬Primavera.

• Study and design for the construction of the double carriageway for Functional Units 1, 2, 3 and 4, and for the rehabili-tation of Functional Unit 5.

• Financial closing process

� Operating results

The company was incorporated in June of 2014, and its sole purpose is the execution of Concession Contract No. 006 of Septem-ber 2014, under a Public Private Partners-hip agreement known as Autopista Conexión Pacífico 2 Concession, which in turn is divi-ded into five functional units.

To date, the concession has 30 direct and 78 indirect employees

� Important facts

The Initiation Minute was signed on Novem-ber 11, 2014.

While the financial closure process is com-pleted, a bridge loan has been acquired through Banco de Bogotá in the amount of $100,000 million pesos.

� Corporate Social Responsibility

As part of the obligations inherent in to the Concession Project of La Pintada, Autopista Conexion Pacifico 2, the Environmental and Social Responsibility Plan (PRAS) proposes as its objective, the development and impro-vement of entrepreneurship, employability and citizen participation skills, as a measure to improve the quality of life for residents lo-cated in the area of influence of the project. Considering the above, in terms of quality of life, the development of programs, projects and actions that lead to a positive impact on economic, environmental and health issues (related to water) and basic sanitation, edu-cation, income and a better future for chil-dren and youth are being considered. The PRAS is developed through three programs that stem from this goal: entrepreneurship, employability and citizen participation. Va-rious projects have been defined for each program, with environmental and social lines of action that reinforce and comple-ment each other, and which in turn are in tune with the contractual commitments of the project, including the contractual social management plan.

To date approaches have already been made with COMFAMA (family compensation fund), and several meetings have been organized with the concession staff for the promotion of recreation, education, housing, training and health services.

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56

Dominican Republic

Northeastern Highway (Autopista del Nordeste)

The Autopistas del Nordeste or the Juan Pablo II Highway (the “Project” or “ADN”), offers direct access between Santo Domin-go and the northeastern region of the Sa-maná Province (see Exhibit I”), starting at kilometer 20 of the Autopista Las Americas and ending in a place known as Rincon de Molinillos.

The highway was granted as a concession to the organization known as “Autopistas del Nordes¬te, S.A.”, by the Dominican gover-nment in 2001. In the Dominican Republic this highway is known as Route 7.

The Juan Pablo II Highway has been built according to the following characteristics:

• Length: 101.8 Kms

• Number of lanes: 1 lane in each direc-tion

• Design speed: 100 Km/hr; however, in the area known as “Los Haitises” maxi-mum speed is 50 Km/hr

• Number of toll stations: Three toll sta-tions distributed along the highway and located at: Marbella kilometer 0+500, Naranjal kilometer 14+500 and Guara-guao kilometer 84+500.

� Operating results

In 2014, collection in Dominican pesos in-creased by 12.24% in comparison to 2013 as a result of:

• Increase in rates according to the con-tract

• Increase of number of vehicles paid

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In 2014, collection in dollars, at an average exchange rate of RD$43.59/ USD, amoun-ted US$10.4 million; which is greater than collection for 2013, which at an average ex-change rate of RD$41.86:US$, amounted to US$9.6 million. The increase in collection in dollars for 2014 in comparison to 2013 re-presents 7.76%

2014 was also better in terms of traffic.

Regarding traffic and collection, historica-lly the peak month of the concession is the month in which Easter is celebrated. During 2014, Easter was celebrated in the month of April, and in 2013 in the month of March. Traffic was higher in 2014 during Easter when compared to the same holiday in 2013.

The traffic of paying vehicles in 2014 impro-ved considerably in relation to 2013, and was above that of 2010, which until now had been the best year of the concession.

There is a growing trend of paying vehicle traffic on the Naranjal toll station, because of the increase in domestic tourism, attrac-tions in the area between Naranjal and Gua-raguao [Salto de Socoa, spas in Bayaguana, etc.). High activity is observed at the Baya-guana junction, especially on weekends and holidays.

There is an increase in traffic in the Mar-bella toll station due to the improvement in the national economy during 2014 vs. 2013. A large proportion of the toll users are resi-dents of the surrounding areas who prefer to use the highway to the alternate route secu-rity reasons, mainly.

In the Guaraguao toll station there is an upward trend in traffic during this year for all categories compared to 2010, except for category III, however this category shows an increase compared with 2013.

During 2014, the collection management of the guaranteed minimum income tried to obtain from the authorities the commitment to payments in a timely manner.

In late 2013, the company received a writ-ten certification from the General Budget Directorate, which stated that during 2014 the Dominican Government would pay any outstanding invoices which have been accu-mulating since 2012. However by mistake, the amounts stated in the certification did not coincide with the amounts actually en-tered in the General Budget Act of 2014, in which the payment of four quarterly install-ments had been stipulated. Consequently, at the end of 2014 two invoices are pending allocations, which are expected to be paid in the first quarter of the year. The administra-tion of the company is negotiating with the General Budget Directorate the inclusion of arrears in a Supplementary Budget.

Thus, at the date of this report, the situation for the recovery of Guaranteed Minimum In-come is as follows:

500.000

1.500.000

Total tra�c (Number of vehicles)

2.500.000

2013 2014

2.754.537

2.959.454

100.000

2.000.000

3.000.000

100.000

300.000

Total collection (Thousands of RD$)

500.000

2013 2014

403.796453.215

200.000

400.000

600.000

Installment

Septiembre - Noviembre 2014

Aforo Junio - Agosto 2014

8.441.083.29

Note: Next installment meeting: March 10 2015 (For the Dec 2014- Feb 2015 quarter

16.834.906.55

8.393.823.26$

$

$

Awaiting allocation

Status Days Late

55

145

Awaiting allocation

Paid

Outstanding balance

Installment

Septiembre - Noviembre 2014

Aforo Junio - Agosto 2014

7.839.460.70

7.718.261.65$

$

27 Enero 2014

Fecha cobro Días Cobro

24 Febrero 2014 74

137

Septiembre - Noviembre 2014 7.915.059.03$ 18 Junio 2014 98

Septiembre - Noviembre 2014 7.839.460.70$ 24 Octubre 2014 134

56.744.217.73$ Dias prom. cobro 111

Amount received US$

Amount received US$

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Road maintenance continues according to schedule; during 2014 the activities focused on the rehabilitation of the asphalt surface, longitudinal drains, horizontal pavement markings, replacement of vertical signals, bridge joints repair, repair of barbed wire fences, change of metal defenses, among other maintenance activities.

These activities were conducted along the road, in places where any type of intervention was required, in order to maintain the levels of service and security that users deserve.

During the second half of 2014 the manage-ment team completed the review process of all instructional manuals and procedures for the operation phase of collection stations, and starting July 1 implemented the Quali-ty Management System based on ISO 9001: 2008.

Starting July 1, the Concessionaire develo-ped and implemented a Traffic Monitoring System, which aims to continuously assess and rate the security conditions of the pro-ject through the collection of accident data, in order to analyze the causes thereof, iden-tify critical points, and implement measures for the reduction of accidents on the road.

The Occupational Safety and Health Pro-gram was presented to the Ministry of La-bor for approval, with the first audit by the Ministry received in November, indicating a positive result in the road to obtaining said approval.

One of the most important achievements of the year is that both ADN and BTA obtained ISO 9001: 2008 quality certifications for the Collection area, through a certification audit conducted by Bureau Veritas between De-cember 13 and 16. The company managed to get ahead of schedule in this certification process. Dominican concessionaires had the technical assistance of ODINSA Group, who appointed Mrs. Magdalena Posada, Opera-tions Manager and Mr. German Lopez, Qua-lity Manager as technical advisers for this important project.

The company has 75 direct employees who work in Administration, Collection and Main-tenance and Road Safety. Another 101 people work for the company’s contractors.

� Financial results

The Company prepares its statements in accordance with International Financial Re-porting Standards.

As a result of the implementation of the considerations stipulated by the IFRIC 12 “Concession Service Contracts”, the Com-pany proceeded to determine the fair value of cash flow resulting from the Guarante-ed Minimum Income guarantee by the Do-minican government, at a discount rate of 10.67%, which corresponds to the average rate of interest generating obligations held by the Company. As a result of the discou-nting flows a financial asset is generated in the amount of US $ 200.7 million, which is being amortized using the effective interest rate indicated above.

As of December 31, 2013 and 2014, the mo-vement of financial assets is as follows:

As of July 2013, the ADN began the amorti-zation of equity from bonds issued to finance the project. During 2014, the company made quarterly payments of capital and interest and paid the amount of US $ 7.9 million to the bond equity.

By year-end 2014, accounts receivable to-taled $ 19.7 million as a result of late pay-ments by the Dominican government.

As a result of the above, net profits amoun-ted to US $ 4.4 billion. The decrease is es-sentially due to higher provisions for the im-plementation of major maintenance works as a result of the increased traffic experien-ced in 2014.

All amounts in USD$

Financial earning recognized against the results (e�ective interest rate)

FA Balance at the beginning of the year

23.679.105

Operating Revenue based on the �nancial accounting model, recognized against the results

16.818.028

224.018.797

2013(Audited

amounts)

$

$

$

23.551.514

13.141.667

224.769.979$

$

$

AF Balance at the end of the year

Collection of Minimum Guaranteed Income from the Dominican Government

224.769.979

(39.845.951)$

$ 22.471.858

(38.991.302)$

$

2014(Preliminary

amounts)

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The indebtedness of the company is gra-dually decreasing, and by year-end 2014 it amounted to US $ 170 million, which re-flects a reduction of $ 8 million.

� Important Facts

Important facts worth highlighting for 2014 are as follows:

• Annual inspection visit by MIGA officials (a division of the World Bank). The con-cessionaire was visited by MIGA officials in April, delivered outstanding reports and did not receive any significant ob-servations as a result of the visit.

• Fitch Ratings increased the risk rate for the Autopistas del Nordeste to “B +: Outlook Remains Stable” as a result of the increase in sovereign debt rating for the Dominican Republic.

• The ISO 9001: 2008 certification for the Collection area was the main manage-ment goal achieved during the year.

� Corporate Social Responsibility

Continuing the orientation and community relations program, in the month of August, at the start of the new school year, a road safety talk for children took place at the Ya-bacao Batey School, which is located in the vicinity of the Talao community. This talk was directed to 47 children who attend 4th, 5th and 6th grades.

The topics covered in this activity were:

• Autopistas del Nordeste highway pro-ject.

• Road Safety.

• Traffic signs (Vertical, mobile and hori-zontal).

• Protection of the Environment and fa-mily values

• First aid

On October 23 a road safety talk for children took place at the María De Jesús Cabreto School, which is located in the vicinity of the

Cabreto community. This talk was directed to 86 children who attend Cero, 2nd, 3rd,4th, 5th, 6th, 7th and 8th grades.

The topics covered in this activity were:

• Autopistas del Nordeste highway pro-ject.

• Road Safety.

• Traffic signs (Vertical, mobile and hori-zontal).

• First aid

• Basic road safety guidelines and Pro-tection of the Environment

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60

Boulevard Turístico del Atlántico (BTA)

The Boulevard Turistico del Atlántico (the “Projects” of “BTA”), is the second stage in the Toll Station management of the Santo Domingo-Cruce de Molinillos Concession contract. Located in the Dominican Re-public, within the jurisdiction of the Maria Trini¬dad Sanchez y Samana provinces, both of which are located in the northeastern re-gion where the Duarte and Salcedo provin-ces are also located (see Exhibit I).

The Autopistas del Nordeste concession contract was awarded in 2001. The se-cond stage was approved by the Legisla-tive Chambers in 2009, with construction beginning in 2007 and ending in 2011, with an inaugural celebration attended by the ex President Leonel Fer¬nandez Reyna, and important public figures from the province of Samaria.

The project involved the rehabilitation and improvement of 106.3 km. existing roads and 17.2 km. kilometers of new construc-tion. In the first three (3) stretches of the Project and the vast majority of the fourth the original layout of the road will be main-tained; some improvements will be made to both the horizontal and vertical alignment; which means an increase the radii of turns in the most closed horizontal curves and a reduction of excessive slopes in some sec-tions of the road.

The Boulevard Turistico del Atlantico has been built according to the following cha-racteristics:

• Length: 123.8 Kms

• Number of lanes: 1 lane in each direc-tion

• Design speed: 80 Km/hr; however, in ur-ban areas maximum speed is 45 Km/hr

• Number of toll stations: One toll station at, “El Catey”, located at the entrance of the Samaria province. By decision of the Ministry of Public Works, the formal operation and collection of tolls started on November 1, 2011, with a temporary toll station collecting monies from vehi-cles travelling to the north coast of the peninsula by way of the new road, that which joins the El Catey sector with the Municipality of Las Terrenas.

� Operating Results

Toll station and the associated collection scheme were designed in order for them to act as a type of portal at the beginning of the Samaná Province. In this manner, the tax-payer would be the user who enters or exits the Provincial territory, and local users have access to the rehabilitated and / or newly built roads free of charge.

Due to social and political reasons, and the fact that it is a pre-election year in the Do-minican Republic (2011), by order of the Mi-nistry of Public Works and Communications and the Ministry of Finance, it was decided that the toll collection be charged to users who access the north coast of the Peninsula only by the new section between El Catey to Las Terrenas, the Section E. the Government formally committed with the Concessionai-re to pay the Guaranteed Minimum Income resulting from the variation of the financial model in full, as it has been doing since the beginning of the project.

As a result of the above only a fraction of ve-hicles pay the toll.

During 2014, the increase in total traffic continues, as a result of the economic reco-very seen since 2013.

The increase in collection in Dominican pe-sos is a result of the increase in paying vehi-

50.000

150.000

Total tra�c (Number of paying vehicles)

2013 2014

147.976167.474100.000

200.000

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cles and the rates according to the contract.

It is worth noting that the proportion of the total traffic of paying vehicles in relation to the exempted vehicles is lower during 2014 when compared to 2012 and 2013, due to the increase in rates, especially in the category 1. Despite the road’s attractions (security, spectacular view) most vehicles use the al-ternate route from Sanchez to Las Terrenas.

During 2014, overall traffic flow increased by 12.1% in relation to 2013, and paying vehicles increased by 11.6%, which means that there is a percentage of users who use the Catey-Las Terrenas and Limon stretch outward and return using the Sanchez road which is free.

During 2014, the collection management of the guaranteed minimum income tried to obtain from the authorities the commitment to payments in a timely manner.

In late 2013, the company received a written certification from the General Budget Di-rectorate, which stated that during 2014 the Dominican Government would pay any outs-tanding invoices which have been accumu-lating since 2012. However by mistake, the amounts stated in the certification did not coincide with the amounts actually entered in the General Budget Act of 2014, in which the payment of four quarterly installments had been stipulated. Consequently, at the end of 2014 one invoice is pending alloca-tion, which is expected to be paid in the first quarter of the year. The administration of the company is negotiating with the General Budget Directorate the inclusion of arrears in a Supplementary Budget.

In terms of road maintenance, during 2014 part of the activities suggested in the tech-nical report on road safety presented on July 26, 2013 by the Independent Engineer were performed.

The following is a summary of the relevant activities performed during 2014:

• Construction of 5 rest areas, 3 on the A stretch, located on km22, km25 and km33 of the NAGUA-SANCHEZ stretch, and 2 on the B stretch, located on k1+950 and k4+300 of the Sanchez-Cru-ce del Limon stretch.

• Construction of a lookout point at k14+550 on the Catey-Las Terrenas stretch.

• Construction of storm drainage sys-tems on the D stretch, which were pen-ding completion since the closure of the construction stage.

• Improvement of horizontal signs on the Balata roundabout.

• Horizontal sign maintenance, which were pending completion since the clo-sure of the construction stage

• Rehabilitation of damages on the Inapa —Las Te¬rrenas — Coson stretch.

• Construction of a protection Wall on km16 of stretch B.

• Repair to the asphalt surfaces on stretch A.

• Ditch repairs on the A, B and E stret-ches.

• Bridge guardrail repairs and mainte-nance.

20.000

60.000

Total collection (Thousands of RD$)

100.000

2013 2014

78.840

95.965

40.000

80.000

Installment

Aforo Agosto - Octubre 2014

Note: Next installment meeting: March 10 2015 (For the Dec 2014- Feb 2015 quarter)

16.834.906.55

9.302.458.29

Amount received US$

$

$

Awaiting allocation

Status Days late

84

Paid

Outstanding balance

Installment

Agosto - Octubre 2013

Mayo Junio 2013

8.616.078.29

9.537.248.00

Amount received US$

$

$

27 Enero 2014

Payment Days late

24 Febrero 2014 77

137

Noviembre 2013 - Enero 2014 8.725.081.75$ 18 Junio 2014 118

Febrero - Abril 2014 8.547.906.99$ 24 Octubre 2014 78

44.606.561.94$ Dias prom. cobro 115

Mayo - Julio 2014 9.180.246.91$ 24 Octubre 2014 167

Installment

Aforo Agosto - Octubre 2014

Note: Next installment meeting: March 10 2015 (For the Dec 2014- Feb 2015 quarter)

16.834.906.55

9.302.458.29

Amount received US$

$

$

Awaiting allocation

Status Days late

84

Paid

Outstanding balance

Installment

Agosto - Octubre 2013

Mayo Junio 2013

8.616.078.29

9.537.248.00

Amount received US$

$

$

27 Enero 2014

Payment Days late

24 Febrero 2014 77

137

Noviembre 2013 - Enero 2014 8.725.081.75$ 18 Junio 2014 118

Febrero - Abril 2014 8.547.906.99$ 24 Octubre 2014 78

44.606.561.94$ Dias prom. cobro 115

Mayo - Julio 2014 9.180.246.91$ 24 Octubre 2014 167

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62

• Maintenance to the toll station and checkpoint, construction of archives and improvement of the storage area.

• Improvement of vertical signs in high accident spots.

• Replacement of transit indicators or rai-sed reflective pavement marks throug-hout the project.

• Replacement of metal guardrails affec-ted by accidents

• Deflectronomy evaluation of pavement structure.

In November of 2014 the pavement structu-re evaluation on the 123.8km of the project was completed, which generated favorable results. The findings indicate that pavement deflections are under the tolerable values established for the most unfavorable case, and are capable of withstanding the loads expected for the next ten years.

The company has three vehicles, each ope-rated by two uniformed agents, equipped with first aid and safety tools, and trained in mechanics who patrol all road circuits 24 hours a day; during periods in which the flow of visitors to the province increases (Easter and Christmas holidays), another vehicle is added in order to improve efficiency in cus-tomer service.

This service is complemented by the perma-nent presence of members of the Metropo-litan Transportation Authority, AM ET, with the assistance of the concessionaire which provides a permanent office in the Center for Control Operations and three vehicles for mobilization purposes.

To this security scheme a military contin-gent is added by the Ministry of Public Works and Communications, for the safety of the Collection area and assistance in actions for the preservation of public order. This year two stationary roadside assistance units were added, located at the Molinos intersec-tion and the newly built Cason lookout point.

This control and assistance system is coor-dinated by a central communications unit which operated 24 hours a day, located in the EL CateyToll Station. This unit is perma-

nently manned by two people who respond to a telephone hot line.

During the second half of 2014 the mana-gement team completed the review process of all instructional manuals and procedures for the operation phase of collection sta-tions, and starting July 1 implemented the Quality Management System based on ISO 9001: 2008.

The company has 29 direct employees and another 117 indirect employees through its contractors.

� Financial results

The Company prepared its financial sta-tements in accordance with International Financial Reporting Standards and on the basis that the company will remain a going concern, which contemplates the realization of its financial assets and extinguishment of liabilities in the normal course of business.

As a result of the implementation of the considerations stipulated by the IFRIC 12 “Concession Service Contracts”, the Com-pany proceeded to determine the fair value of cash flow resulting from the Guaranteed Minimum Income guarantee by the Domini-can government, at a discount rate of 9.626 %, which corresponds to the average rate of interest generating obligations held by the Company. As a result of the discounting flows a financial asset is generated in the amount of US $ 153.2 million, which is being amortized using the effective interest rate indicated above.

As of December 31, 2013 and 2014, the mo-vement of financial assets is as follows:

All amounts in USD$

Financial earning recognized against the results (e�ective interest rate)

FA Balance at the beginning of the year

14,682,959

Operating Revenue based on the �nancial accounting model, recognized against the results

(27,793,921)

151,009,625

2013(Audited

amounts)

$

$

$

14,534,368

(34,803,712)

152,301,221$

$

$

AF Balance at the end of the year

Collection of Minimum Guaranteed Income from the Dominican Government

152,301,221

14,402,558$

$ 148,683,693

16,651,816$

$

2014(Preliminary

amounts)

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As of year-end 2014, outstanding invoices to the Dominican government amounted to US$24.5 million due to late payments.

The following is a summary of the long term debt.

Loans with multilateral Banks were set at both fixed and variable rates, while the su-bordinate shareholders debt was fixed at a 16% annual rate.

The following is a summary of the multila-teral loans.

� Corporate Social Responsibility

During 2014, the BTA, in constant coordina-tion with the Ministry of Public Works and Communications, the Metropolitan Trans-portation Authority and the Dominican Red Cross, developed a plan for community re-lations with the purpose of educating the communities located in the proximity of the highway in terms of road safety and protec-tion of the environment. The plan includes a complaints and suggestions mechanism for the improvement for the communities.

Activities include lectures to communities and schools aimed at positively projecting the ongoing work of the company and the benefits the construction has brought to the whole province, as well as first aid work-shops.

A minimum of 50 students per schools par-ticipated in each activity; 15-30 adults in the joint neighborhood meetings; and 60 people in the first aid workshops.

In our travels we have identified the fo-llowing actors depending on the section in which they live and their needs.

For the rest of the year we focused on es-tablishing guidelines that contributed to the consolidation of trust, respect and un-derstanding between the populations of the areas affected by the project, their organiza-tions, workers and all those indirect project areas that in one way or another might be interested or create any conflicts.

The educational talks program continues, mainly in schools and joint neighborhood meetings, to address the issues of right of way, a topic that represents the main con-flict between the company and the commu-nities.

Another of the objectives is the permanent training of employees; during the year we conducted several activities focusing on staff training, first aid workshops, use of fire extinguishers, bill handling, and a joint health and safety committee is created.

All amounts in USD$

Multilateral banks 136,624,620

Subordinate shareholders debt 48,417,797

2013Audited

amounts

$

$

130,369,080

54,533,348

$

$

Total

Guarantees and others

194,880,758

9,838,341$

$ 197,871,585

12,969,157$

$

2014Preliminary

amounts

All amounts in USD$

Banco Interamericano de Desarrollo 40,508,160

Banco Europeo de Inversiones 40,508,160

2013Audited

amounts

$

$

38,653,440

38,653,440

$

$

Corporación Andina de Fomento

PROPARCO

18,084,000

37,524,300$

$ 17,256,000

35,806,200$

$

2014Preliminary

amounts

Total 136,624,620$ 130,369,080$

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Green Corridor

� Operating Results

In 2103, Grupo Odinsa was selected as the favored bidder, and the initial stage for the project began with the financial closure, with a deadline of April 2015. Simultaneously, On December 19, 2013, the Prework Contract for the Green Corridor project between the Caribbean Infrastructure Company (CIC) NV and the Ministry of Infrastructure was signed in Aruba.Consecutively to the terms agreement, the Prework Contract was sig-ned, which includes the construction of highway between the Sero Tijshi intersec-tion and Barcadera (860 Mts). This work was completed in July of 2014. The contract sta-tes that if financial closure not be achieved, the Contracting Entity will reimburse up to

Aruba Afl 5 million florins (approximately USD $ 2.8 million).

Financial closure is expected for the second quarter. Based on this the contract would change, the Concession Agreement (DBFM Agreement) would be signed and the cons-truction of major works begin. The contrac-tual term for the works is 25 months, with work ending in the first half of 2017.

The project’s main contractor (Concessio-naire) is the Caribbean Infrastructure Com-pany NV (CIC) and the EPC contractor is Chamba Blou NV. Both are limited compa-nies registered in Aruba.

The CAPEX is worth Afl 106 million florins (US $ 59.6 million) in current, of which 25 % is projected for execution during 2015, 65% in 2016, and the remaining 10% during 2017.

To date the concession has 4 direct emplo-yees and 30 indirect employees assigned to the prework construction.

� Financial results

Bearing in mind that the Concession con-tract is pending financial closure, all pre-

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operational costs and expenses have been charges to the deferred asset account.

The resources required for the Project have been obtained through loans from Group Odinsa and Odinsa Holding.

� Important Facts

Given that Grupo Odinsa was selected as the favored bidder by the end of 2013, the initial stage for the project began reaching the fi-nancial closure. Simultaneously, the design and construction of the double lane between the Sero Tijshi intersection and Barcadera (860 Mts) was executed.

Caribbean Infrastructure Company (CIC) NV, as concessionaire, with Grupo Odinsa as its sole shareholder; and Chamba Blou NV as EPC, with Odinsa Hol¬ding Inc. as sole sha-reholder, were incorporated under Aruban law.

The Project includes the construction of the following projects:

• The construction of a second lane bet-ween Queen Beatrix Airport and Pos-Chiquito, with a length of 6 km. Other

important works were performed, such as a type 3 level intersection (rounda-bout), the construction of a bridge over the Mahuma drainpipe, and the cons-truction of an upper arch bridge over the Laguna Española (Spaans Lagoon). The latter was an important qualifica-tion factor at the time of bidding, given that the specifications established that is had to be an emblematic work for the island.

• In addition, in the Poschiquito sector, a watercourse will be built over a length of approximately 1 km with public space between lanes.

• 23 km of secondary roads will be re-habilitated in the areas of San Nicolas, Sabaneta, PosGrande, and PosChiquito.

� Corporate Social Responsibility

CIC supported the government campaign for decorating intersections at Christmas time. An investment was made in decorations for the San Nicolás intersection located in the center of the Green Corridor project.

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2. Puertos

Sociedad Portuaria de Santa Marta

� Operating Results

During 2014 the Port of Santa Marta conso-lidated itself as the most efficient terminal in the country in terms of grains and vehi-cle operations. An increase in operational standards for loads such as containers and general cargo occurred, which allowed in-creased participation in port operations per-formed within the Maritime terminal.

� Containers

2014 closed with 88.096 movements (160.524 TEU), which represents an increase of 1.8% in comparison to 2013.

In 2014, annual yield average for contai-ner operations was 30.74 movements per hour/vessel, which represents an increase

of 1.4% in comparison to 2013, with March as the month with the most productivity, at 34.99 movements /hr.

� Solid Bulk, Coal and Other Cargo

In terms of the operation of bulk solid through the Port of Santa Marta, 2014 recor-ded the maximum historical record of bulk mobilized, with 1.758 million tons distribu-ted between vegetable in bulk, barite and Clinker cement.

The average operational performance of un-loading solid bulk cargo was 9.708 tons/day, with a maximum performance in the first 24 hours of 20.089 tons / day, in the operation of the M / N UBC SACRAMENTO, with a final average yield of 13.490 tons/ day. Also du-ring 2014, a historical record was set in the Port of Santa Marta, with the unloading of 10.948 tons of flour 34.08 hours, with a daily rate of 7.710 tons.

Coal exports in the Port of Santa Marta were negatively impacted during 2014 because of the behavior of the international prices; the Port handled customers different from their traditional customers, which transported metallurgical coals and fine cokes. Howe-ver, cargo budgets were met in 79%, CCC, the customer with outstanding balances must pay a Take or Pay fee.

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As a result of the Company’s operation, the Port of Santa Marta generated 484 direct and 8,000 indirect jobs.

� Financial Results

Regarding the Income Statement accounts for 2014, operating income amounts to $ 78,016 million, which represents an increa-se of 7.21% compared to income earned du-ring 2013. Direct and indirect costs for 2014 amounted to $ 57,649 million, which repre-sents an increase of 8.04% in comparison to the previous year.

The operating margin for 2014 was 26.11%, compared to 26.68% in 2013.

Operating profit for 2014 recorded an increa-se of 4.89%, compared to 2013, amounting to $ 20,366 million compared to $ 19,417 mi-llion in 2013.

The EBITDA margin of the company during the year 2014 located was 42.82% compared to 43.54% last year.

However, in terms of the results for the non-operating income and expenses, these de-creased by $ 18,706 million, mainly because of the effects of exchange difference by the SMITCO subsidiary.

Based on the above, net losses for 2014 amounted to $7,178 million.

Regarding the Balance Sheet accounts, total Company assets remained relatively stable, with a negative variation of $ 1,220 million compared to 2013.

A similar behavior was observed regarding liabilities, which also remained relatively

10.000

30.000

SPSM - EBITDA MCOP

2013 2014

31.68433.422

20.000

40.000

SPSM -Net Pro�t MCOP

2013 2014

9.791

(7.178)

5.000

10.000

15.000

0

-5.000

-10.000

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stable, with a decrease of 0.51% in compa-rison to 2013.

By year-end 2014, the Port Society of San-ta Marta S.A. had assets in the amount of $ 107,569 million, which reflects a decrease of $ 433 million in comparison to 2013, due to net profit, which was mainly affected by the difference in exchange rate of dollar debts, currency hedging and the start-up of new operations.

The indebtedness of the company (total lia-bilities / total assets) is 59%, which demons-trates the ability of the company to meet its obligations in full, without affecting liquidity levels.

In relation to financial indicators, the liqui-dity ratio for 2014 (current assets / current liabilities) was 2.19, indicating the possibi-lity of paying all financial obligations in the short term. In turn, the EBITDA obligations indicator was 2.98, with reflects compliance with the financial obligations under the syn-dicated credit, on which the funding of the Master Investment Plan is based.

� Important Facts

Infrastructure and maintenance

During 2014, the annual preventive mainte-nance program of the Port Society of Santa Marta was executed without any major inci-dents, with an investment of close to $ 1,123 million. Technical support has been made to related companies, completing the design, planning and execution of the annual main-tenance program without any incidents, with investments in the Carbosan and Operlog subsidiaries of approximately $ 191 million and 122 million, respectively.

The 2015 annual budget for SPSM is $ 1,158 million.

The 2015 annual budget for OPERLOG is $ 125.6 million.

The 2015 annual budget for Carbosan has not yet been approved.

Investment Plan

Regarding other relevant aspects related to company management in 2014, the exe-

cution of investments in infrastructure and port equipment in fulfillment of the Mas-ter Investment Plan worth US $ 2.1 million were completed during the year, the most important projects are: Construction of the Maintenance Workshops Coast Protection of dock No. 5, construction of braces for docks No. 6 and 7, Enclosure External Area H, IP and wireless network, for a cumulative exe-cution of USD $ 84.2 million since the year 2008 .

Legal proceedings

The Port Society of Santa Marta continues with legal proceedings which are estimated to be settled in the next year, such as the claim of the income received by the Dimar by way of funding, for the periods between 2007 and 2015 amounting to approximately $ 12,801 million, and the projection of reve-nues that would be collected between 2015 and 2033 (expiration of the concession), in the amount of $ 17,251 million, for a total of $ 30,052 million.

Relevant projects executed during 2014

In 2014, the Port Society of Santa Marta agreed to an alliance with Fast Terminal International SAS, for the development of a comprehensive vehicle operation in the Ma-ritime Terminal, providing the maritime li-nes carrying ro-ro which arrive at the Santa Marta Port, with a terminal enabled and ca-pable of providing comprehensive logistics services and thus propositioning itself as a specialized ro-ro port, known for its efficien-cy in the delivery of services.

Likewise, in 2014 the Santa Marta Port So-ciety completed the implementation and commissioning of various tools for the im-provement of port activities. The first was the Customer Relationship Management (CRM) system, which helps manage the re-lationship with our customers by facilitating the management of the business team’s daily activities, documented follow-up of concessions and client restrictions, busi-ness proposals, electronic organization of customer service, reporting and adminis-tration of services faults through the use of mobile devices, online evidence of customer behavior in terms of billing.

Another tool that became operational in 2014 was the Virtual Port platform, which

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has meant considerable cost reductions for port operators, represented in the elimina-tion of delays and unnecessary transfers to port facilities thanks to the possibility of per-forming and monitoring procedures through the platform. Finally a new IP phone system was designed and installed, which joins the Port Society of Santa Marta with its subsi-diaries in Barranquilla, allowing greater connectivity and better communication for all group companies.

In 2014, the pursuit of excellence in secu-rity remained a priority; this meant that its operating efficiency will be consolidated in a sustainable manner, and made us worthy of receiving awards at national and internatio-nal level such as:

• First Maritime Prize of the Americas, OAS: The Organization of American States (OAS) chose the Port of Santa Marta as the winner of the First Mari-time Prize of the Americas in the cate-gory of Corporate Social Responsibility in ports, in competition with terminals from its 34 member states. This award recognizes the Port’s successful prac-tices that promote a harmonious re-lationship between economic growth, environmentally sustainable policies, the social inclusion and mutual benefit; facts that demonstrate excellence and sustainability in the maritime and port sector in the city of Santa Marta.

• Integrated Management Systems Cer-tification: the ISO 14001 and ISO 9001 Integrated Management System cer-tifications were ratified and the BASC certificate was renewed in August. On the other hand, the declaration of com-pliance with the port facility, issued by the DIMAR was renewed for 5 years; and finally, the RUC certificate issued by the Colombian Security Council to the SPSM was renewed.

• Environmental permits: the air emis-sions permit issued by the District Administrative Department for the Environment, DADMA, by means of Re-solution 830 of 2014.

� Corporate Social Responsibility

In 2014, the Port Society Foundation was able to consolidate and strengthen relation-

ships with strategic partners and the com-munity through their leaders, developing a reputation as an effective and transparent manager in the execution of social pro-grams, and generating benefits for the com-munity through its training programs.

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3. Airports

OPAIN S.A.

OPAIN S.A., is the concessionaire responsible for the administration, upgrading, expansion, operation, commercial development and maintenance of the El Dorado Luis Carlos Galan Sarmiento International Airport.

Duration of the contract: 20 years.

� Operating Results

During 2014 the number of passengers rea-ched 27’550,403 which represents an increa-se of 10.15 % in comparison to 2013.

In terms of passengers who paid the airport fee in 2014:

• Total Passengers: 11,149,936, which re-presents an increase of 8.99% in compa-rison to 2013; 3,116,638 corresponds to international passengers, which repre-sents an increase of 9.95 % in compari-son to 2013; and 8,033,298 to domestic passengers, which represents an increa-se of 8.62%.

• In terms of cargo, a slight increase of 7.26% was registered; as of October, approximately 604,000 metric tons had been mobilized.

• In 2014, operations increased by 3.0%, with more than 315.000 ATMs. 0PAIN S.A. generates 489 direct jobs and 1281indirect jobs.

� Financial Results

During 2014, billing recorded in terms of gross income of the OPAIN S.A. Trust gene-rated from airport activities, amounted to $ 534,111 million.

The annual loss before taxes amounted to -$103,331.8 million. The loss is due prima-rily to:Fotografía de constructores El Cóndor S.A.

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• The difference in exchange rate due to the valuation of the debt in dollars in the amount of -$135,297 million.

• The indemnity expense incurred in, due to the early termination of the lease agreement with OTCA, and

• Commissions on termination of an existing loan contract with the Intera-merican Development Bank, the China Development Bank and the Andean De-velopment Corporation.

� Important Facts

Transfer of 65% of Avianca´s operation to the North Terminal - T1

Per the agreement, as of October the Buca-ramanga (BGA), San Andres (ADZ) and Pasto (P50) routes return to the Puente Aereo Ter-minal.

New fueling system

•800 gallon/minute pumping capacity

•More than 8 kilometers of pipes

•The system will have more than 75.000 m2 of total area, when the new fuel depot enters into operation.

•The first plane to use the system was the Airbus A340-600, the largest passenger pla-ne to use the Bogota airport, and 24,680 ga-llons were pumped in just 33 minutes.

•Allied investment in the amount of US$63,359,293.

Skytrax Consulting study

• Skytrax, the research organization from the UK which specialized in the analysis, classification, and quality comparison of airlines and airports around the world,

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gave the El Dorado Luis Carlos Galan Sarmiento International Airport four (4) stars.

• Its scope covers more than 550 airports and 525 airline companies worldwide.

• Of those 550 airports analyzed by Sky-trax, El Dorado is included in the group of 19 which have been awarded four stars.

• Skytrax has only granted five stars to 4 airports worldwide: Hong Kong Interna-tional Airport, Sail Incheon International Airport, Singapore, Changi Airport and Tokyo Haneda International Airport.

Optimization of process through new technolo-gies

• Safety: optimization of the peripheral se-curity systems.

• Technology: employee access to the ter-minal.

• Operations: self-service tools, PQRS im-provements and monitoring, access per-mits, sales reports and flow statistics.

• Communications: launch of the www.eldorado.aero web page and the EL DORADO Magazine (print and digital). Strengthening of the call center and so-cial networks.

• Maintenance: optimization of Maximum- Integration (“Maximo – Integraciones”).

Promotion of development and connectivity: El Dorado as an important hub

• During 2014, 66 new flights were opened, which represent approximately 120.000 new passengers who paid USD 4.3 mi-llion in airport fees.

• In 2014, new flights to Europe included Lisboan (TAP) and London (Avianca).

Fotografía de constructores el Cóndor S.A.

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• Viva Colombia opened its international routes to Panama and by year end to Quito and Lima.

• Copa opened five flights to Punta Cana.

• LAN Colombia now offers flights to Can-cun.

Other results

• KLM: new AMS-BOG-CLO-AMS rou-te with a B747-400 for 510 passengers (March 28, 2015).

• SOUTHWEST: new HOU-BOG-HOU rou-te scheduled for the first quarter of 2016.

• AVIANCA: new BOG-LAX-BOG route scheduled for July 2015.

• CONDOR: new charter airline under ne-gotiation.

• LUFTHANSA: change of aircraft from an A340 to a B747-800 (Category F) in pro-cess.

• BLUESKY: new Gran Cayman route through Montego Bay scheduled for the first semester of 2016.

• JETBLUE: beginning of the second itine-rary to FLL during the first quarter, with new flights under negotiation to SJU.

Other prospects

Emirates, Turkish, West-Jet, British Airways, Air Europa, ANA and Nippon Cargo.

� Corporate Social Responsibility

With the community

Some of the activities carried out with the community are detailed as follows:

• February 27, 2014: Community meeting to discuss concerns and expectation on several issues.

• May 15, 2014: meeting with community leaders in the municipality of Engativa, to analyze the social impact of the remo-deling and expansion of the El Dorado Airport.

• May 27, 2014: meeting with community leaders in order for OPAIN S.A. to state its desire to continue offering help to the surrounding neighborhoods, and esta-blishing the scope of the aid. The fuel transfer project was also discussed in an informative manner.

• July 27, 2014: a work group was set up with 6 community leaders from the mu-nicipality of Fontibón and 3 from the municipality of Engativá to analyze the social impact of the remodeling and ex-pansion of the El Dorado Airport on the-se two communities.

• July 8, 2014: a work group was set up to discuss the social intervention proposals from the representatives of the Fontibón, Engativá and Comunidades Unidas. Af-

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ter reviewing each proposal they were deemed unviable as they were outside the scope of OPAIN S.A.’s possibilities.

• The relationships between the commu-nity members of Fontibón and the Hu-man Resource team of OPAIN S.A. were strengthened. A telephone directory and a data base were completed in order to generate information through different communication channels. It was also determined that through the communi-ty leaders, members of the community could present their resumes for consi-deration by the concessionaire.

• November 8, 2014: OPAIN S.A. with the support of the Civil Aviation Authority (“Aeronautica Civil”), the Engativá Hospi-tal, and the Recreation and Sports Ins-

titute (IDRD), organized a health drive in the Villa Claver neighborhood in the municipality of Engativá. The community received first aid from medical assistants and training in household risks.

• December 23, 2014 OPAIN S.A.: 105 gifts were delivered to the children of the community of el Triangulo in the muni-cipality of Fontibon. Company employees participated in this initiative.

Fotografía Archivo OPAIN S.A.

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4. Energy Businesses

Generadora del Atlántico - GENA

� Operating Results

In 2014, GENA consolidated its operation with a positive net profit for the second con-secutive year. This positive result was the result of the awarding of a three year ener-gy contract, and the fact that the company could take advantage of high energy prices during the summer. The price of energy in the spot market reached an annual avera-ge of US $ 217/ MWh: US $ 281 during the summer and $ 171/ MWh during the winter. During the summer the company took ad-vantage of the spot market to sell surplus generation at a good price and in the win-ter to buy energy in the spot market and sell it under a new contract. This amounts to a contribution margin of US$ 32.2 million.

In order to seize the opportunity in the spot market, the company had to obtain loans for the purchase of fuel in the amount of US $ 34 million, with the oil companies themsel-ves, for which it had to use the trust fund created in 2013 and had to acquire payment bonds with insurance companies. At the end of the year the company received offers from major banks to provide lines of credit for US $ 40 million for the substitution of the credit providers, at very attractive rates.

In 2014, the company continued with its preventive maintenance program. A major inspection was performed on the U3 steam unit, and major overhaul was performed on U1. These maintenance projects completed the maintenance cycle of its three units, and the company is now prepared for the next summer periods.

In 2014, GENA decided to take on the mana-gement of the company and terminate the management contract with GECSA. After negotiations, all termination penalties were cancelled and GECSA‘s management staff became part of GENA.

An unfortunate event occurred on Decem-ber 13th, when the Court of Arbitration of Houston condemned GENA to pay for costs during the construction of the plant in the amount of US$ 11.2 million plus interest, and legal expenses of the injured party for a total of US $ 15.6 million; we were notified on December 18th. The award is not final, pending a clarification.

In 2014, the plant produced 406 GWh, 9 GWh more than in 2013, when it were generated 397 GWh. This represents an increase of 2% compared to 2013. Maximum generation oc-curred in April, amounting to 79 GWh. The generation was affected by a failure in mid-May of the U3 unit, as a result of a nationwi-de blackout that affected the unit’s bearings. The unavailability of the U3 unit rendered the combined cycle unavailable which made us unable to deliver energy because the open loop variable cost was too high.

100

300

GENA – Generation GWh

500

2013 2014

397 406200

400

600

100

300

GENA – Contracted energy GWh

500

2013 2014

182

490200

400

600

0

100

GENA –Power for sale MW

200

2013 2014

125 13050

150

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For 2014, contracted energy amounted to 490 GWh, 308 GWh more than in 2013, when one contract was sold in the amount of 182 GWh. This increase was the result of the new energy only contract that began in Fe-bruary 2014.

Therefore, sales in the spot market were lower than in 2013. For 2014 the energy sold in the spot market was 189 GWh, 100 GWh less than the 289 GWh sold in 2013.

During the year, energy was purchased in the spot market to honor contracts with distributors. In 2014, said purchases amou-nted to 273 GWh, 197 GWh more than the 76 GWh purchased in 2013. The firm energy for marketing amounted to 130 MW, 5 MW more than in 2013.

Regarding the number of employees, the company increased its payroll from 64 to 69 employees. The increase was due to the addition of an operations crew to complete the 5 teams required for reliable and safe operation 24/7.

� Financial Results

In 2014, the operating revenue totaled US$ 185.4 million, an increase of US$ 48.3 mi-llion or 35% compared to 2013; while direct costs increased by US$ 39.7 million.

This increase resulted in a contribution margin of US$ 32.3 million, US $ .9.0 mi-llion above the 2013 results, which further supported by the additional margin from the new energy only contract.

Financial expenses remained at US $ 6.4 million, of which the debt with La Concep-cion represents US $ 4.9 million. This year, funding was received from shareholders in the amount of US $ 8.8 million which gene-rated financial expenses amounting to US $ 759,000.

In 2014 we managed to reduce the cost of financing for working capital using factoring with Bladex, and Banistmo offered a credit line of $ 40 million which was accepted and for which the execution will be analyzed in 2015.

Net profit in 2014 amounted to US$12 mi-llion, US$1.5 million less than last year

.The following graph shows how the finan-cial results evolved throughout the year.

5

15

GENA - EBITDA MUSD

25

2013 2014

15,56

20,0910

20

30

GENA –Net Pro�t MUSD

2013 2014

13,512,03

5

10

15

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� Important Facts

In the month of January, GENA was awarded a PPP with the distributors for energy only, with an average equivalent power of 69 MW, which is expected to generate benefits in the amount of US$ 20 million in the next three years.

A major overhaul was completed for units U2, and a major inspection was performed for U3 and major mainteince to unit 3, thus completing major maintenance projects performed on each of the three units. A major achievement in these maintenance works was the installation of a state of the art vibration system in each of the units, which minimizes the risk of catastrophic fai-lures in the units. In addition, many installa-tion problems were detected and corrected.

Approval of a recognized variable cost of US$20.41 per MWh, in force until March 2015.

A firm proposal for a line or credit in the amount of US 40 million was received for working capital. This will optimize the pur-chase of fuel and substantially reduce costs.

As of September 2014 GENA took on mana-gement of the plant and the contract with GECSA was terminated.

� Corporate Social Responsibility

Generadora del Atlantico is aware of the importance of sharing with the community the profits earned by the operation. Here are some of the activities that were undertaken to share the profits with the community:

June 2014: Generadora del Atlantico in con-junction with the Special Education students of the Universidad de la Americas (UDELAS) donated disposable diapers to the Hospital del Niño.

GENA and its staff organized a children’s party for the community of Colon, there was food, games, sweets, a visit from Santa Claus and many gifts were donated by com-pany and community sponsors.

We are proud of our contribution to the low income children of Colon, who received heartfelt aid from our company, which seeks to help the community more every day.

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Generadora del Pacífico, GENPAC

Termo Pacifico is a power plant which con-sists of 59 Perkins- FG Wilson diesel en-gines with a maximum power of 1,600 kW each and normal power of 1,280 kW in a con-tinuous operation scheme. The power plant has four naves with 15 generating units per nave. This plant has the capacity to deliver the Interconnected Central System (“SIC”) a maximum capacity of 94.4 MW prime, or 75.16 MW average power.

The plant supplies power to the system by means of the connection to the Cardones substation at 220 kV; in order to provide this, it has on its premises a transformation substation of 23/220 kV (Medellin Substa-tion). Given that the Chilean electrical sys-tem has differential prices (node prices) depending on where the energy is delivered or removed, the Cardones substation is the

benchmark for the energy production of the plant to the system.

� Operating Results

During the year 2014, the power plant gene-rated 3.26 GWh, operating 63.64 hours with a maximum power of 86 MW and a firm ca-pacity of 51.14 MW. The lower operation of the plant was due to higher reservoir levels at hydroelectric power stations that allowed for an increased input of water through the turbines, and the importance of renewable energy sources in 2014 (over 380 MW) which reflects a contribution of 3% of total annual system generation (52,067 GWh).

100

300

GENA – Generation GWh

500

2013 2014

397 406200

400

600

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� Financial Results

The dispatch or generation of power is regu-lated by the current electric regulations and the CDEC-SIC has the exclusive responsi-bility of coordinating dispatches. Based on the situation of the system at a given time, and the costs of operation of the available plants, the decision is made whether to ope-rate the plant or not. In this sense, Termo Pacífico does not have the right to decide to generate power at any given time.

In 2014, operating revenues was primarily based on the remuneration for firm power that the system recognizes to Termo Paci-fic for its availability, which totaled US$ 5.8 million, income from the sale of energy only totaled US $ 0.8 million; additional income for exchange differences totals US $ 1 mi-llion due to the effect of the devaluation of the Chilean peso.

In terms of expenditures, a decrease in fuel purchases as a result of low energy dispatch amounted to US $ 0.67 million. However, the fixed charges of the system amounted to 0.15 MM.

This is the reason why the company’s EBIT-DA reached US $ 3.3 million, almost cons-tant in comparison to 2013.

Direct expenditures, including financial ex-penses amounted to US$5.3 million which result in net proceeds of US$ 2.2 million.

The Company’s financial debt decreased by $4.8 MM, benefitting from a solid generation of cash.

� Important Facts

Once the concession was legalized for the 15.38 hectare lot adjacent to the Termo Pa-cific power station, the bidding process be-gan, in which five leading companies which manufacture photovoltaic panels participa-ted. The Chinese company TBEA was cho-sen as the best option to do the work and is now in the process of signing the construc-tion contract. This work is one of the biggest milestones in the energy sector for ODINSA, as it successfully enters into the field of re-newable energies. With the learnings from this process, this technology may be exten-ded to other regions that offer positive po-tential for this type of investment.

0

100

GENA –Power for sale MW

200

2013 2014

125 13050

150

GENA –Net Pro�t MUSD

2013 2014

13,512,03

5

10

15

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

� Operating Results

Throughout 2014, the Constructor focused on the routine maintenance activities for the four stretches assigned through the IDU contract and the Bicentennial Park works.

In Section 4 of the Carrera 10, maintenan-ce works continue, from Calle 7 to Calle 26, which represents a total length of 1.983 m. This stretch has two mixed lanes and two TransMilenio lanes in each direction.

During this period several maintenance ac-tivities were performed, such as texturizing of flagstones, joint maintenance, horizon-tal and vertical demarcation, public space maintenance, among others. All parameters required by the IDU, and that guarantee op-timal usage conditions were complied with.

In public areas prefabricated elements were resealed, the units that were damaged were replaced as well as street furniture that had been damaged or vandalized. The high pe-destrian traffic in the area deteriorates the pedestrian zones, and street vendors ham-per the execution of maintenance in extended areas, works executed during the day and, on occasion, the correct application of products.

Works were executed for changing the di-rection of traffic on Calle 22 between Ca-rreras 5 and 22 and Calle 23 between Ca-rreras 3 and Caracas, with horizontal and vertical signage being the most important works undertaken. Observations were also addressed pertaining to the delivery of the aqueduct pipe matrix network.

Works were performed in Section 5 of Ca-rrera 10, which extends for Calle 26 in front of the Tequendama Hotel to Carrera 7 with Calle 34, with a total length of 1.044 m.

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During 2014, maintenance was performed on the asphalt pavement, and the hydraulic concert flagstones that comprise this area. As in the case of all other biannual evalua-tions on the conditions of the pavement in this sector, results were above 90% of the requirements of the contract specifications.

Stoplights were installed in Carrera 7 with Calle 29 and Carrera 7 with Calle 34. Obser-vations were also addressed pertaining to the delivery of the aqueduct pipe matrix net-work, as well as the 2 m sewage collector.

In Section 5 of Calle 26, located between Ca-rreras 13 and 18, maintenance works were performed on the hydraulic pavement flags-tones, in particular, change of seals, cracks and chips were repaired, and the texture was repainted.

Due to the presence of homeless people in the Estacion Central area, public spaces have deteriorated significantly, with the co-rresponding theft of water and utility man-hole covers, and vandalism.

In this Section, observations were also ad-dressed pertaining to the delivery of came-ras and pipelines for ETB.

In Section 6 of Calle 26, located between Carrera 13 and Carrera 3, and on Carrera 3 between Calles 26 and 19, maintenan-ce works were performed on the concrete flagstones (cracks and chips were repai-red, the texture and horizontal signs were repainted). In addition, maintenance works were performed on pedestrian and vehicular bridges, including guardrail maintenance, wall repairs and topographic surveys of the structures.

Frequently, and when required, CONFASE has performed the resealing of the joints of the prefabricated areas of public spaces, the replacement of street furniture and the quarterly washing and painting, as well as the repair of cracks and chips in concre-te areas. The landscaping of roundabout of Carrera 3 with Calle 19 had been affected due to theft and vandalism, therefore native trees were re-planted.

Works were also executed on Strip 1 and the Bicentennial Park Square, including hoisting of post-stressed beams, beams cast on site, central support columns, reinforced concre-te slabs and fillings with material product of blast furnace slag. Likewise observations were addressed pertaining to the delivery of cameras and channels of ETB, 42 “, 48” and 42 “ aqueduct matrix networks in Carreras 3a,Carrera 4 and 5a respectively, the repair of the 12” sewage collector in the Raqueta sector, between Calles 22a and 22b with Ca-rrera 3, and repair of the Codensa channels in the sector.

The channel connection network for Coden-sa was built in Parque la Independencia.

Through its subcontractors, CONFASE ad-justs the designs for the Bicentennial Park project according to the regulations issued by the Ministry of Culture; products that were delivered in December 2014.

By year end, status of completion of the works was at 99.48%. The remaining 0.52% is represented in works that could not be completed during the construction stage for reasons outside CONFASE´s control: these include the completion of the road junction on Calle 23 with Carrera 10, the public spa-ces in the area of Bicentennial Park between Carrera 5 and Carrera 7 with 26th Street and the construction of networks, public space and roads in the area of Avenida Circunvalar with Calle 26.

During the year, CONFASE S.A., invoiced works in the amount of $6.952 million.

Invoiced work 2014

Maintenance

Global construction works

2.482.755.457

Networks 181.790.493

336.012.089

Bicentennial Park works

Av. Mariscal Sucre

Bicentennial Park updated designs

1.925.067.081

300.239.230

736.720.812

Invoiced amount 2014

Bicentennial Park updated designs 2 148.108.800

Sisoma components, social and tra�c works Cl.24

BoxCalle 12

Total works invoiced 2014

25.850.231

6.952.104.933

815.560.740

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The following is a summary of the annual invoiced amounts:

� Financial Results

CONFASE S.A. reflected the following finan-cial indexes as of December 31, 2014:

The decrease in revenues over the previous year was due to the fact that CONFASE com-pleted the construction stage and is in now the maintenance stage. In 2014 revenues were obtained from the designs for the Bi-centennial Park and the works for the Box

of Calle 12 and the Avenida Mariscal Sucre. Additionally it invoiced works for the Bicen-tennial Park, service networks and mainte-nance discriminated as follows:

In comparison to 2013, the EBITDA decrea-ses due to having completed works on the construction stage and entered in full into the maintenance stage. In terms of opera-ting income a recovery of 5.59% is evident in comparison to 2013.

Regarding indebtedness with financial ins-titutions, the variation corresponds to the payment of obligations incurred by the com-pany for the execution of the work with the Helm Bank, and that through subrogation were transferred to the partners according to their percentage of participation.

Indicator

EBIDTA (Earning before depreciation and amortization

Operating Income

(2.988.201.894)

EBIT (Operating pro�t) (1.808.896.665)

5.038.586.197

Indebtedness with �nancial institutions

Net pro�t

Indebtedness with shareholders

-

87.023.891

(1.686.245.033)

2014

AR with the State (guarantees, future funds, etc.)

3.293.237.744

Capitalization (Equity contributions) received during the year

-

$

$

$

$

$

$

$

$

(11.197.163.959)

(12.713.347.462)

30.644.996.344

13.433.266.908

87.023.891

(11.686.470.863)

3.064.391.443

8.880.000.000.

$

$

$

$

$

$

$

$

2013

� Important Facts

Currently, the contract is in its maintenance phase, which led to the administrative re-organization of the company, as part of the contractual requirements for this phase.

CONFASE S.A., moved forward with the ar-bitration proceedings presented in February of 2013 in the amount of $50,685 million; by year end the procedural instances of the process were completed and the award will be delivered in February 2015.

In July of 2014 a second arbitration claim was presented for an estimated amount of $21,000 million, which as of year-end was pending admission.

� Corporate Social Responsibility

CONFASE’s Social System constantly de-velops communication channels with the communities located in areas of direct and indirect influence of the project, in order to make them part of the sustainability of the works constructed for their own benefit; impact mitigation activities expected during the construction and maintenance periods are monitored, through the implementation of measures to prevent, correct, mitigate and offset any potential impacts that may arise for the community, environment and city environment, minimizing occupational risks to workers in the development of cons-truction and maintenance activities, and to the community that somehow is involved in the development of the works, to determi-ne the effectiveness of the actions taken and propose actions to improve future road in-frastructure projects.

CONFASE complies with applicable legal re-gulations on Industrial Safety and Occupa-tional Health, and continues to work steadily in measures for the prevention of accidents and occupational diseases in our workers.

During 2014 the company focused on con-trolling absenteeism, by means of an epi-demiological surveillance system for er-gonomic risk, and company risks were mentioned specifically during the induction

Ingresos Facturados 2014 Valores

Ingresos 2014 5.038.586.197$

Total 6.832.234.597$

Ingresos Provisionales 2013 1.793.648.400$

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sessions; additionally the company worked on strengthening capabilities for managing emergencies with the help of the rescue bri-gades.

Regular planting activities, cleaning, and application of fertilizers to the trees located along the corridor were performed.

Finally, as part of the activities established by the contract, the social area of CONFA-SE S.A. continues to advance in the care of the community through the Punto Crea and other disclosure mechanisms when requi-red.

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6. Odinsa Projects and Investments

Invias Toll Project

In 2014 the activities described in the object of Concession Contract No. 250 of 2011 were executed, celebrated between the National Road Institute - Invias and Odinsa Proyec-tos e Inversiones S.A., which consist of the operation, exploitation, organization and management of the collection service of 39 toll stations located along the national road network and which are under the responsi-bility of the National Road Institute.

The project is underway in 11 capital cities, and 16 of the 32 departments of Colombia.

Odinsa Proyectos e Inversiones S.A., ge-nerates more than 928 direct jobs through indefinite employment contracts, of which 77% correspond to women heads of house-holds.

� Operating Results

Revenues from toll collection for 2014 in-creased by 7.26%, in comparison to 2013.

Vehicle traffic also increased by 5.2% in comparison to 2013.

Invias

Period 2013

Collection 358.420.641.459$

2014

384.438.768.335$

Tra�c 42.197.998$ 42.288.355$

Variation %

7.26%

5.20%

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Contract amounts

* During 2014, more than 11 contingen-cy plans were implemented, totaling ap-proximately 70 days of operation requiring additional staff to meet the traffic demand during holiday weekends, Easter, holiday periods and school breaks, the above ge-nerated approximately 386 indirect jobs per season.

� Financial Results

As a result of the fees and the increase in traffic, the project’s operating revenues in-creased by 10.3%, amounting to $60,050 million. Control of the general cost and ex-pense structure resulted in an increase of EBITDA by 31.2%.

The Project’s net profit amounted to US$11.301 million in 2014.

� Important Facts

During the first half of 2014, illegal strikes affected the mobility on the roads, which re-

quired the joint efforts of the company and the authorities for the protection of the toll station staff and infrastructure.

� Corporate Social Responsibility

On the 13, 14 and 15 of September 2014, the Third Meeting of Odinsa Women took place in the city of Cartagena, organized by the Juan Felipe Gomez Escobar Foundation. 50 toll station employees, who due to their per-formance, discipline and solidarity were se-lected to participate, and who thanks to their commitment and dedication contributed to the development and growth of company goals.

The workshops organized for the event seek to empower and transform these women to become true agents of progress, for both the community and their families.

The first account of the Odinsa Women Mee-tings, for 2012 and 2013 was rendered, illus-trating emotional life testimonies of some of the participants, who after participating in the event felt truly empowered to embrace their lives and become agents of progress for the community. The recording of these testimonies may be seen at http://youtu.be/xEz¬pRFKkWHo.

In 2014, 839 Christmas gifts were given to children of employees, under the age of 13.

2014

Description Collection

Operation Invias toll project

384.438.768.335$

Active Collecion Positions

95

Total 384.438.768.335$ 95

Direct Employees

928

928

Indirect Jobs (Contingency Plan*)

386

386

20.000

60.000

Revenue per toll (MMCOP)

2013 2014

54.45060.050

40.000

80.000

5.000

15.000

EBITDA (MMCOP)

2013 2014

15.360

20.15310.000

20.000

25.000

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7. Odinsa Services

� Operating Results

During 2014 Odinsa Services S.A.S. execu-ted signage and demarcation contracts, the most relevant were those developed in for the Autopistas del Café, Vias de las Ame-ricas, Autopistas de los Llanos, and the Santa Marta- Paragua¬chon Concessions, and Grupo Constructor AKF, for the initial maintenance stages of these projects. In terms of construction contracts, horizontal and vertical signage was contracted with the Constructor Nuevo Dorado Consortium and Construcciones El Condor.

For the 22 contracts underwritten during 2014, 2’281.000 ml and 44.800 m2 were de-marked. 2,100 vertical signs, 27,000 reflecti-ve tacks and 1,900 studs were installed.

� Financial Results

The revenue for the projects amounted to $3.061. Sales costs plus operating and ad-ministrative expenses, were equivalent to 91% of the revenues for 2013 and 88% for 2014; this decrease resulted in a final profit of 12.2%, 3.2% above that of 2013.

� Important Facts

As a result of the optimization of physical and human resources, the company has been able to compete with pricing and im-prove the quality of its execution, by which it managed to remain a supplier for the de-marcation maintenance of the Au¬topistas de los Llanos, Santa Marta Para¬guachon, Autopistas del Cafe and Vias de las Ameri-cas Concessions.

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Individual Financial Statements

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Individual Financial Statements 2014

ORGANIZACIÓN DE INGENIERIA S.A

Statutory Auditor Report

Dear Shareholders of

Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A.

February 25, 2015

1. I have audited the general balance of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A., as of December 31, 2014 and the corresponding income statements, changes in shareholders’ equity, changes in financial position and cash flows for the year ending on that date, as well as the summary of the main accounting practices indicated in Note 1 and other explanatory notes. The fi-nancial statements of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A. for the year 2013 were audited by another statutory auditor from PricewaterhouseCoopers, who in his report dated February 26, 2014, expressed an unqualified opinion thereof and included a paragraph highlighting the possible inability to collect an account receivable.

2. The directors of the company are responsible for the proper preparation and presentation of these financial statements in accordance with generally accepted accounting principles in Colombia for institutions supervised by the Superintendence of Finance. This responsibility includes designing, im-plementing, and maintaining a relevant internal control so that these financial statements are free of material misstatement due to fraud or error; selecting and applying appropriate accounting policies; and establishing accounting estimates that are reasonable in the circumstances.

3. My responsibility is to express an opinion on these financial statements based on my audit. I obtained the necessary information to fulfill my statutory audit duties and conducted my work in accordance with the generally accepted auditing standards in Colombia. These standards require that I plan and perform the audit to obtain reasonable assurance whether the financial statements are free of mate-rial misstatement.

4. An audit of financial statements includes, among other things, performing procedures to obtain audit evidence regarding the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risk of material misstatement in the financial statements. In assessing these risks, the statutory auditor considers the entity’s relevant internal controls for the preparation and fair presentation of the financial statements, in order to de-sign audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and accounting estimates made by the directors of the entity, as well as evaluating the presentation of the financial statements as a whole. I believe that the audit evidence I received provides a reasonable basis to substantiate the opinion expressed in the following paragraph 6.

5. As mentioned in Note 5 to the financial statements, the Company has recorded a receivable with its subsidiary Constructora Bogotá Phase III S.A. as of December 31, 2014 in the amount of $ 65,112

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Individual Financial Statements 2014

million (including $ 5.381 million through Odival). The subsidiary has an equity deficit, as of the same date, in the amount of $ 12,252 million (2013- $ 10.332 million) which technically places it under dissolution. Based on the above, I consider that there is uncertainty about the recoverability of the receivable with the subsidiary Constructora Bogotá Phase III S.A.; however, to date the administration does not have sufficient information to enable it to determine the amount of provision to be registe-red in its financial statements as of 31 December 2014. In the absence of information to evaluate the recoverability of the receivable from the subsidiary Constructora Bogotá Phase III S.A, I am unable to determine the realizable value of the balance in accounts receivable owed by that subsidiary as of December 31, 2014.

6. In my opinion, with the exception of the possible effect of the aforementioned issue in paragraph 5, the aforementioned consolidated financial statements audited by me, which were faithfully taken from the records, present reasonably, in all significant aspects, the financial position of Organización de Inge-niería Internacional S. A. - Grupo Odinsa S. A. as of December 31, 2014, the results of its operations, changes in its financial position, its cash flows for the year then ended, in conformity with generally accepted accounting principles in Colombia for institutions supervised by the Superintendence of Finance, which were applied on a uniform basis from the previous year’s.

7. Based on the result of my audit, in my opinion:

a. The Company´s accounting has been performed in accordance with legal standards and accoun-ting technique.

b. The transactions recorded in the ledgers and management minutes comply with the laws and the decisions of the Shareholder´s Meeting.

c. The correspondence, supporting documentation for the accounts, minute books, and the accoun-ting ledgers and shareholding records are properly kept and maintained.

d. There are adequate measures for internal control, conservation, and custody of the Company´s assets and those of third parties in the Company´s custody.

e. The standards established in the External Memorandum 062 of 2007, by which the Superintenden-ce of Finance established the obligation to implement mechanisms for the prevention and control of asset laundering and the financing of terrorists from illegal activities through the stock market, have been met.

f. There is agreement between the accompanying financial statements and the annual management report prepared by the directors. The directors gave witness in the Management Report that they did not hinder the free circulation of invoices issued by vendors or suppliers.

g. The information contained in the declarations of payments of contributions to the Social Security System, in particular those concerning its members and their revenue for quote base, has been taken from the records and supporting accounting documents. The Company is not in overdue on account of contributions to the Social Security System.

Jorge Eliecer Moreno UrreaStatutory AuditorProfessional ID No 42619-TMember of PricewaterhouseCoopers Ltda.

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Individual Financial Statements 2014

To the Shareholders of

Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A

February 25, 2015

The undersigned Legal Representative and Accountant of the Company certify that the financial state-ments of the Company at December 31, 2014 and 2013 have been faithfully taken from the books and that before they are made available to you and to third parties we have verified the following assertions therein:

All assets and liabilities included in the Company´s financial statements as of December 31, 2014 and 2013 exist, and all transactions included in said statements have been made during the years ended on those dates.

All economic events done by the Company during the years ending on December 31, 2014 and 2013 have been represented in the financial statements.

The assets represent probable future economic benefits (rights) and the liabilities represent probable fu-ture economic sacrifices (payables), obtained or in the charge of the Company at December 31, 2014 and 2013.

All elements have been represented by their appropriate values according to the generally accepted ac-counting principles in Colombia.

All economic events affecting the Company have been properly classified, described, and disclosed in the financial statements

Víctor Manuel Cruz Vega Guillermo Tuta AponteLegal Representative Certified Public Accountant Professional License No.20826 - T

ORGANIZACIÓN DE INGENIERIA S.A

Certification from the Legal Representative and Company´s Accountant

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Individual Financial Statements 2014

December 31st ofAssets Notes 2014 2013

Current AssetsAvailable 3 7,411,338 10,143,852 Temporary investments 4 1,980,206 1,695,268 Receivables 5 181,115,021 176,857,336 Inventory 6 717,060 1,170,355 Deferred charges 9 16,606,788 11,911,052

Total current assets 207,830,413 201,777,863

Non-Current Assets 4 762,080,087 625,329,823 Permanent investments 5 272,170,238 225,344,857 Long term receivables 7 17,053.018 29,365,070 Property and equipment, net 8 113,084,733 97,357,087 Intangibles 9 5,317,791 2,469,180 Deferred charges 10 211,600 211,600 Other assets 11 14,219,230 29,602,163 Asset appreciation 1,184,136,697 1,009,679,780

Total non-current assets 1,391,967,110 1,211,457,643 Total assets

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A. – GRUPO ODINSA S.A.

Balance SheetFOR THE YEARS ENDING DECEMBER 31ST OF 2014 AND 2013(In thousands of Colombian Pesos)

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December 31st ofLiabilities and Shareholders’ Equity Notes 2014 2013Pasivos corrientes

Current Liabilities 12 30,677,560 17,034,377 Financial obligations 3,127,852 2,913,910 Suppliers 13 31,739,117 26,175,747 Accounts payable 14 12,775,494 38,505,029 Tax, liens, and fees 15 3,876,247 3,189,701 Labor liabilities (obligations) 16 16,958,469 11,235,149 Estimated liabilities and provisions 17 9,108,331 3,462,415 Deferred liabilities 18 14,285,734 11,812,582 Other liabilities 122,548,804 114,328,910

Total current liabilitiesLong-Term Liabilities 12 236,310,435 195,380,853 Financial obligations 13 51,477,356 68,619,233 Accounts payable 19 79,000,000 79,000,000 Bonds and commercial papers 18 26,379,379 24,585,266 Other liabilities 393,167,170 367,585,352

Total current liabilities 515,715,974 481,914,262 Total liabilities

Shareholders´ equity (see attached statement) 20 Subscribed and paid capital 18,316,631 17,780,510 Capital surplus 358,126,236 224,004,447 Reserves 364,000,933 352,970,175 Revaluation of equity 19,388,076 22,092,002 Retained earnings - 52,263 Net profits for the year 102,200,030 83,041,821 Surplus due to valorizations 14,219,230 29,602,163

Total shareholders’ equity 876,251,136 729,543,381 Total liabilities and equity 1,391,967,110 1,211,457,643

Off balance sheet items 21 1,603,738,918 2,120,808,771

The accompanying notes are an integral part of the financial statements.

Víctor Manuel Cruz Vega Guillermo Tuta Aponte Jorge Eliecer Moreno UrreaLegal Representative Certified Public Accountant Statutory Auditor(See attached certification) Professional License No.20826 - T Professional License No 42619-T (See attached certification) (See attached certification)

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Individual Financial Statements 2014

Year ending on

December 31st ofNotEs 2014 2013

Operational income 22 190,006,821 231,364,170 Cost of goods sold (113,708,415) (167,611,526)

Gross profit 76,298,406 63,752,644 Income under equity participation method and dividends 23 96,567,461 80,393,438 Operating expenses 24 (37,653,593) (33,344,224)

Operating profit 135,212,274 110,801,858 Non-operating income 25 10,549,155 61,326,691 Non-operating expenses 26 (38,455,034) (58,784,793)

Profit before provision for income tax and income tax for equality (CREE) 107,306,395 113,343,756

Provision for income tax 14 (5,106,365) (30,301,935)Net profit for the year 102,200,030 83,041,821 Net profit per share (in COL pesos) 562,08 472,67

The accompanying notes are an integral part of the financial statements.

Víctor Manuel Cruz Vega Guillermo Tuta Aponte Jorge Eliecer Moreno UrreaLegal Representative Certified Public Accountant Statutory Auditor(See attached certification) Professional License No.20826 - T Professional License No 42619-T (See attached certification) (See attached certification)

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A – GRUPO ODINSA S.A. .

Income StatementFOR THE YEARS ENDING DECEMBER 31ST OF 2014 AND 2013(In thousands of Colombian Pesos, except for net profit per share)

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Individual Financial Statements 2014

Year ending on

December 31st of

2014 2013The financial resources where provided by:

Net profit for the year 102,200,030 83,041,821Plus (minus) – Charges (credits) to year results that did not affect working capital

Depreciation in properties and equipment 2,401,313 1,708,950Amortization of intangibles and deferred 7,505,974 2,357,041Provision for permanent investments 193,912 (673,387)Provision for property and equipment - 69,196Provision for debtors - 332,407Profit thru equity method (94,479,881) (68,967,151)

Working Capital provided by operations 17,821,348 17,868,877Loans received from affiliates -Acquisition of financial obligations 40,929,581 42,693,571Increase (Decrease) of other liabilities 1,794,113 (2,830,667)Reimbursement in Autopista de los Llanos shares 11,746,979 -Stock dividends received (Opain S.A.) - (4,343,594)Stock dividends received from companies under equity participation method

47,656,949 76,618,467

Equity Tax - (2,703,927)Total financial resources provided 119,948,970 127,302,727

The financial resources were used in:Increase in property, plant and equipment 9,910,737 (24,244,812)Payment of equity tax (2,703,927) (2,703,927)Purchase of investments (104,253) (22,874,595)Increase in accounts receivable (46,825,379) (38,052,095)Increase in intangibles (19,919,123) (47,068,697)Increase (Decrease) in accounts payable (17,141,876) 1,643,185Increase in deferred charges (6,163,107) (63,256)Dividends paid to shareholders (39,169,384) (37,202,777)

Total financial resources used (122,116,313) (170,566,974)Increase (Decrease) in working capital (2,167,343) (43,264,247)

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A – GRUPO ODINSA S.A.

Statement of Changes in Financial PositionFOR THE YEARS ENDING DECEMBER 31ST OF 2014 AND 2013(In thousands of Colombian Pesos)

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Individual Financial Statements 2014

Year ending on December 31st of

2014 2013Changes in the components of working capital

Available (2,732,514) 5,649,693Temporary investments 284,938 1,326,553Accounts receivable 4,257,685 (36,240,794)Inventory (453,295) (2,525,906)Deferred charges 4,695,736 316,669Financial obligations (13,643,183) 21,097,155Suppliers (213,942) 368,184Accounts payable (5,563,370) (6,271,747)Tax, liens, and fees 25,729,535 (27,047,262)Labor liabilities (obligations)s (686,546) (1,286,502)Estimated liabilities and provisions (5,723,320) (6,496,174)Deferred liabilities (5,645,916) 2,842,394 Other liabilities (2,473,152) 5,003,490

(Decrease) increase in working capital (2,167,344) (43,264,247)

The accompanying notes are an integral part of the financial statements.

Víctor Manuel Cruz Vega Guillermo Tuta Aponte Jorge Eliecer Moreno UrreaLegal Representative Certified Public Accountant Statutory Auditor(See attached certification) Professional License No.20826 - T Professional License No 42619-T (See attached certification) (See attached certification)

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Individual Financial Statements 2014

Year ending on December 31st of2014 2013

Cash flow from operating activities Net profit for the year 102,200,030 83,041,821Adjustments to reconcile net profit with cash provided from operating activities

Depreciation of property and equipment 2,401,313 1,708,950Amortizations:

Deferred 3,314,496 1,019,779Intangibles 4,191,478 1,337,262

Provisions to protect:Investments 193,912 (673,387)Accounts receivable - 332,407Property and equipment - 69,196

Dividends received from Companies under equity participation method 47,656,949 76,618,467Deferred Income tax, net (2,196,379) 1,116,141Profit under equity method (94,479,881) (68,967,151)

63,281,918 95,603,485Changes in operating assets and liabilities:

Accounts receivable (51,083,066) (1,811,301)Inventory 453,294 2,525,906Deferred charges (8,662,463) (4,921,770)Suppliers 213,942 (368,184)Accounts payable (11,578,506) 7,914,932Tax, liens, and fees (25,729,535) 27,047,262Labor liabilities (obligations) 686,546 1,286,502Estimated liabilities and provisions 5,723,320 6,496,174Deferred liabilities 5,645,916 (2,842,394)Other liabilities 4,267,265 (7,834,157)Payment of equity tax (2,703,927) 2,703,927)

Net Cash (used in) provided by operating activities (19,485,296) 120,392,528

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A – GRUPO ODINSA S.A.

Statement of Cash FlowFOR THE YEARS ENDING DECEMBER 31ST OF 2014 AND 2013(In thousands of Colombian Pesos)

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Individual Financial Statements 2014

Año terminado a 31de diciembre de

2014 2013Cash flows from investment activities:

Acquisition of property and equipment 9,910,737 (24,244,812)Acquisition of investments (104,253) (22,874,595)Reimbursement for investment in ALL shares 11,746,979 -Increase in intangibles (19,919,123) (50,690,514)

Net cash used in investment activities (1,634,340) (97,809,921)Cash flows from financing activities:

Financial obligations 54,572,764 21,596,416Dividends paid (39,169,384) (37,202,777)

Net cash (used for) provided by financing activities (15,403,380) (15,606,361)Increase (decrease),net change in cash and cash equivalents (2,447,576) 6,976,246Cash and cash equivalents, beginning of year 11,839,120 4,862,874Cash and cash equivalents, end of year 9,391,544 11,839,120

The accompanying notes are an integral part of the financial statements.

Víctor Manuel Cruz Vega Guillermo Tuta Aponte Jorge Eliecer Moreno UrreaLegal Representative Certified Public Accountant Statutory Auditor(See attached certification) Professional License No.20826 - T Professional License No 42619-T (See attached certification) (See attached certification)

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NOTE 1 - OPERATIONS AND SUMMARY OF THE PRINCIPAL ACCOUNTING POLICIES

Organizacion de Ingenieria S.A. - Grupo Odinsa S.A. (The Company) was incorporated by Public Deed No. 1920 of July 16, 1992, of the Notary Public 42 of Bogota, and its term of duration expires on December 31, 2100.

The primary corporate purpose of the Company is the study, carrying out, financing, and exploitation, by itself or in partnership with third parties, of all activities and works related to engineering and architectu-re, in all their manifestations, modalities, and specialties, within or outside the country. The advancement, creation, and development of financial entities or not, whose intended objective is to realize or support the activities related to engineering, architecture, or the construction industry. The investment, in any name, of its own resources in other legal entities, funds, or autonomous equities, with the purpose of obtaining a profit. Subscribe and execute concession contracts with government or private entities of any order. The economic exploitation of collection activities of any nature, and their related activities. Offering of value added services and telematics, installing, operating, and maintenance of telecommunication projects, telephony, internet connectivity, and related services. The structuring, management, and execution of projects related to the exploitation, production, distribution, and commercialization of hydrocarbons and gas of the mining petrochemical industry, as well as the exploitation, generation, distribution, and com-mercialization of all kinds of energy.

Because it is the emitter of value securities and has its capital registered in the Colombian Stock Exchan-ge, the Company is controlled by the Superintendence of Finance of Colombia (the Colombian regulatory entity in charge of supervising public issuers).

Accounting practices and policies

For its accounting records and for the preparation of its financial statements, the Company complies with the generally accepted accounting principles in Colombia established by the Superintendence of Corpora-tions (the Colombian regulatory body overseeing Companies), and by other legal norms. Said principles might differ in certain aspects from those established by other Governmental controlling bodies. Here-after, the principal accounting policies and practices which the Company has adopted in accordance with the aforementioned are described.

Monetary unit

In accordance to legal requirements, the monetary unit used by the Company is the Colombian peso.

Accounting period

The Company has defined, according to by-laws, to have a cutoff date for its accounts up to December 31st, in order to prepare and disseminate its financial statements of general purpose once a year,

Consolidation of the financial statements

The accompanying financial statements do not consolidate the assets, liabilities, equities, nor results of the affiliate Companies Odinsa Proyectos e Inversiones S.A., Odinsa Servicios S.A.S., Odinsa Holding Inc., Autopistas de los Llanos S.A., Autopistas del Café S.A., Constructora Bogota Fase III S.A. - Confase, Gene-radora del Atlantico S.A. The investments in these Companies are recorded using the equity participation method, as described later on. These statements are presented at the Shareholder’s Meeting and are those which serve as basis for dividend distribution and other appropriations.

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A – GRUPO ODINSA S.A.

Notes to the Financial StatementsFOR THE YEARS ENDING DECEMBER 31ST OF 2014 AND 2013(Amounts expressed in thousands of Colombian Pesos, except when in reference to US dollar amounts, number of shares, and exchange rates)

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Homogenization of accounting policies and methods

In cases where the Company and its subordinates use different accounting policies or methods for similar transactions and events in similar circumstances, the financial statements of the subordinate will be ad-justed in the working papers prepared for this purpose. If the adjustments lack a relative importance they may be omitted, provided this is disclosed. The aforementioned is in accordance with the joint communi-qué of the Superintendence of Corporations No.100-000006 of 2005.

Regulatory changes

On December 29, 2012 the Ministry of Commerce, Industry, and Tourism issued Decree 2784, and on December 27, 2013 the same body issued Decrees 3023 and 3024, which regulate Law 1314 of 2009, esta-blishing the technical regulatory framework for those preparing financial information that conform Group 1: Issuers of securities, public entities, and large entities that meet certain parameters defined by these provisions.

The new technical accounting framework was developed based on International Financial Reporting Stan-dards – IFRS, International Accounting Standards –IAS, the SIC interpretations, the IFRIC interpretations, and the conceptual framework for financial information issued, in Spanish on January 1, 2012, by the International Accounting Standards Board- IASB.

According to the schedule of implementation, 2013 was a period of preparation to define the implementa-tion plans and the year 2014 was the transition period in order to, in 2015, fully adopt the new regulatory framework, requiring preparing its opening statement of financial position to January 1, 2014 under the new regulations, and therefore throughout the year 2014 the transition takes place, with the simultaneous application of the existing and the new accounting standards.

The latest official financial statements in accordance with Decree 2649 and 2650 of 1993 are those which correspond to the financial year ending December 31st, 2014, and the first financial statements under the new regulations will be those of the year 2015 which will require a comparison with the transition Infor-mation for the year 2014.

Temporary Investments and permanent investments

The provisions determined by the Superintendence of Corporations require that the investments owned by the Company be classified according to any intention of being realized by the management in negotiables, before the term of three years, and permanents after three years, and according to the returns generated on fixed income and variable income investments; once classified the investments are recorded and valued in the following manner:

a. The fixed income investments (debt rights), independent of their classification as negotiable or per-manent, are initially recorded by their acquisition cost and are valued monthly by their realizable value determined based on their market value on the exchange (or, in its absence, based on the internal rate of return of each security calculated at the time of purchase); the resulting adjustment is taken to the income statement.

b. The variable income investments in stocks or equity shares in entities not controlled by the Company are registered at cost adjusted for inflation up to December 31,2006, and are valued monthly at their realizable value; the resulting adjustment, whether positive or negative, is recorded in the statement for valorizations in the asset with credit or charge to appreciations in the equity, as the case may be; for investments classified as permanent for those investments classified as permanent the resulting adjustment whether positive or negative is recorded in the valorization account in the asset with a cre-dit or charge to appraisal surplus in equity, as the case may be; for investments classified as negotia-ble, if the resulting adjustment is negative, they are recorded as a provision affecting the income. The market value is determined, for stocks with high or medium trading volume traded on the exchange, based on their average quotes during the past month, and for those with a low trading volume or that are not listed on the exchange, based on their intrinsic value.

c. The investments in subordinate companies in which the Company holds, in an indirect or direct man-

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ner, more than 50% of the paid-in capital are accounted for via the equity method. Under this method, the investments are initially registered at cost adjusted for inflation from the January 1, 1992 until December 31, 2006; hereafter they are adjusted, with a credit or charge to the income, as the case may be, in order to recognize the stake in the profits or losses in the subordinate Companies occurring after the January 1, 1994, after eliminating the unrealized profits between the subordinates and the parent company. The distribution in cash of the profits of these Companies obtained before December 31, 1993 is recorded as income and those after that as a lesser value of the investment. In addition to the aforementioned, the proportional share in the variations in other accounts of the equity of the subordinates are also registered as a greater or lesser value of the investments mentioned previously, different from the results of the income statement with credit or charge to the surplus account via uti-lizing the equity method. Once the equity method is registered, if the intrinsic value of the investment is lesser than the book value, a provision is recorded with charges to the income. Any excess of the intrinsic value over the book value of the investment at the close of the accounting period is accounted for separately as an asset valorization, with a credit to appraisal surplus in equity.

d. The update of the Company’s investments in foreign affiliates by the equity method is made based on the respective financial statements homologized with the generally accepted accounting principles in Colombia and converted into Colombian pesos.

In accordance to the Decree No. 4918 of 2007, the variable income investment in subordinates abroad must be stated in the operative currency, using the current exchange rate and recording the resulting difference between the book value of said assets and its value restated as a greater or lesser value of the equity in the accounts where the movements of the other equity accounts are recorded. When these investments are realized, the adjustments for the difference in the exchange rate that has been registered in the equity will affect the results of that period.

Inventories

The inventories are accounted for at acquisition cost. Their value is determined via the weighted average method, which is reduced to its net realizable value, if this is lesser.

Properties and equipment, net

They are accounted for at cost (adjusted for inflation up to December 31, 2006) which as necessary inclu-des charges for financing expenses or currency exchange. The sales and retirement of these are offloaded at the respective net adjusted cost, and the difference between the sale price and the net adjusted cost are charged to the income statement.

Depreciation is calculated using the straight-line method, on the cost adjusted for inflation, based on the estimated useful life of the assets at annual rates of 5% for buildings and construction; 10% for machinery and equipment, office equipment; and 20% for computer equipment and communications, and vehicles and transport equipment.

Repairs and maintenance of these assets are charged to the income statement, while improvements and additions are appended to the cost thereof.

Leasing Contracts

The contracts for financial leases are capitalized as intangible assets, recognizing the respective financial obligation, if its structure clearly indicates that it is acquiring an asset and it is depreciated over the life of the contracts.

Deferred Charges

Deferred charges are accounted for at cost and principally include:

• Project studies and research: corresponds to expenses incurred in the fulfillment of the proposals thru the mechanism of the Public-Private Partnerships, which are amortized once the result of the proposal is known.

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• Deferred income tax debit: corresponds to the temporary differences between the private settlement of the income tax and the accounting records.

• Equity Tax: corresponds to the tax generated on January 1, 2011, which was paid in eight installments (two installments per year) over four years.

Valuation

The valuations correspond to:

a. Excesses between the realizable value determined by appraisals of recognized technical value and the net book value of property and equipment. The devaluation of property and equipment is registe-red directly in the income statement as an expense for the period.

b. The valorizations of investments that are part of shareholders’ equity, including surpluses in the com-mercial or intrinsic value of permanent investments at end of the period over their net cost adjusted for inflation and by the equity method, as be the case. When the realizable value in non-controlling permanent investments is lower than the book cost, the difference decreases the valorization to its amount; and in the event it is greater, that value is considered devaluation, without prejudice that the net balance might be of a contrary nature.

These valuations are accounted for in separate accounts within the assets and as an appraisal surplus, which is not susceptible to distribution.

Intangibles

Mainly related to real estate trusts and goodwill generated by the excess between the amount paid on the purchase of shares and the net book value of the assets and liabilities received in subordinate companies. This goodwill is amortized over a period of 20 years using the straight-line method from the date of pur-chase of the above mentioned shares.

Labor liabilities (obligations)

Labor liabilities (obligations) are adjusted at the end of each accounting period based on the legal stipu-lations and labor agreements in force.

Income tax

The income tax is determined based on estimates. The provision for income tax charged to the income statement includes, in addition to the tax on the taxable income for the accounting period, that applicable to the temporary differences between the book balance and the tax treatment of certain items. The tax on such differences is recorded in the deferred income tax credit and debit accounts, as applicable.

Accounting estimates

The preparation of the financial statements in accordance with the generally accepted accounting princi-ples requires the management of the Company to register estimates and provisions that affect the repor-ted values of the assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements. The real results may differ from said estimates.

Off-Balance sheet items

Off-balance sheet items recorded include outstanding commitments that have not been formalized and contingent rights or responsibilities, such as securities received in custody or warranty; goods and assets held by third parties, and goods received in financial leasing; bank guarantees and lines of credit; and liti-gation and claims whose resolution is uncertain. On the other hand, off-balance sheet items determined as fiscal are used to record differences between accounting data, and data for tax purposes.

Contingencies

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Certain contingency conditions may exist to the date that the financial statements are issued, which may result in a loss for the Company, but which will only be determined in the future when one or more events happen or may occur. Such contingencies are estimated by management and its legal counsel. The esti-mated loss contingencies necessarily involve an exercise of judgment and are a matter of opinion. In esti-mating the loss contingency in legal proceedings that are pending against the Company, the legal advisors assess, among other aspects, the merits of the claims, the jurisprudence of the courts involved, and the current status of the proceedings.

Acknowledgement of income and expenses

Operating income is derived from three sources, as follows:

a. Those generated thru Consortiums thru the construction and maintenance of civil works derived from fixed price contracts, and are recorded in the income statement according to the POC (percentage of completion) method, measured with reference to the percentage completed and the real costs incu-rred in the period in relation to the total costs budgeted for the EPC contract.

EPC contract costs correspond to those costs directly stated in the contract, as well as those related to the contracting activity in general, and any other costs that may be charged to the contract; these costs are carried over to the income statements based on the accrual system.

b. Those generated from fees in the provision of services in toll operation contracts, and the provision of technical, administrative, and financial consultancy, which are recorded by monthly accrual in the income statement.

c. Those generated thru the implementation of the cooperation contract concluded between Grupo Od-insa S.A. and Odinsa Proyectos e Inversiones S.A., as a requirement of the Toll tender with INVIAS, Contract No. 250 of 2011.

Consortia

As of December 31, 2011, in compliance with the External Communiqué No. 115-000006 of the Super-intendence of Companies, whereby the members of partnership contracts, including consortia and joint venture, must include in their financial statement (balance sheet) the assets and liabilities, according to their percentage of shareholding in these economic entities. Before the enforcement of the communi-qué referenced above, the tax legislation thru Law 223 of 1995, defined the requirement for members of consortia and joint venture to include in their accounts and report the income, costs, and expenses that correspond to them, in accordance with their shareholding in the incomes, costs, and expenses of the consortium or joint venture.

Net profit per share

Net profit per share is calculated based on the weighted annual average of outstanding subscribed shares during each year.

Cash equivalents

For the purposes of presenting the cash flow statement, the Company has classified under the heading of cash equivalents those investments with maturities of three months or less from the date of their initial issuance.

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NOTE 2- FOREIGN CURRENCY BALANCES

The existing basic standards in Colombia allow for the free negotiation of foreign currency through banks and other financial institutions at free market exchange rates. However, most foreign currency transac-tions still require compliance with certain legal requirements.

Transactions and balances in foreign currencies are converted into Colombian pesos at the representative market exchange rate, certified by the Superintendence of Finance of Colombia, which was utilized to prepare the financial statement. On December 31, 2014 the representative market exchange rate was $ 2,392.46 COL (2013 - $1,926.83) for US$1 and $44.36 (2012- $42.66) for RD $1, respectively.

2014 2013

Aruba Florines

AWGDominican Reales $ US $

Equivalent in thousands of

pesosDominican Reales $ US $

Equivalent in thousands of

pesos 10,000 32,143,292 378,615,346 506,250,586 2,117,449 248,165,527 478,172,782

NOTE 3- AVAILABLE

Available up to December 31st comprised:

2014 2013Cash 16,400 24,777Banks 625,624 4,259,656Savings accounts 5,015,243 4,250,920Funds 78,259 302,323Available originating from consortia (1) 1,675,812 1,306,176

7,411,338 10,143,852

(1) Available originating from Consortia comprised:

2014 2013Constructor Nuevo Dorado Consortium 824,781 306,591Imhotep Consortium 19,755 379,420Opain maintenance Consortium 340,962 206,350Odival Consortium 35,937 39,549Other consortia 454,377 374,266

1,675,812 1,306,176

No restrictions exist regarding the balances of the available up to December 31st 2014 and 2013.

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NOTE 4- INVESTMENTS

The investments up to December 31st comprised:

Temporary

Effective Annual interest rate 2014 2013Fidubogota F.C.O. 2.28% 4,576 4,463FiduBogota 3.76% 1,735,615 2,060Fiducolombia 2.84% 54,596 777Fiduciaria Popular 2.60% 17,658 10,352Internet por Colombia S.A. (1) - - 43,960Internet por América S.A. (1) - - 1,456,678Temporary investments, consortia - 167,761 176,978

1,980,206 1,695,268

(1).For the year 2013 the shares in the companies Internet por Colombia S.A. and Internet por Amér-cia S.A. were reclassified from non-controlled permanent investments to temporary investments. In March of 2014, the investment in Internet por Colombia S.A. and Internet por America S.A. was sold to Anditel S.A.S for the amount of $2,465,880.

Permanent

a.Equity in companies controlled via the method of direct or indirect participation, through the Grupo Odinsa S.A. and Odinsa Holding Inc.

Shareholding 2014 Shareholding 2013Autopistas de los Llanos S.A. (1) (5) 68.46% 37,963,550 68.46% 80,691,002Autopistas del Café S.A. (1) (4) 61.92% 72,149,015 61.92% 41,412,518Constructora Bogota Fase III S.A. 50.00% (6,257,534) 50.00% (5,166,112)Generadora del Atlántico S.A. (3) 4.18% 12,827,262 4.18% 9,361,255Odinsa Holding Inc. 100.00% 488,769,562 100.00% 344,893,583Odinsa Proyectos e Inversiones S.A, (1) 89.65% 82,516,716 89.65% 80,515,321Odinsa Servicios S.A.S. (1) 85.00% 9,740,207 85.00% 9,160,866Caribbean Infrastructure Company (7) 100.00% 13,367 100.00% -

697,722,145 560,868,433

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b. Equity in non- controlled companies:

Shareholding 2014 Shareholding 2013Opain S. A. (2) 31.66% 36,611,452 31.66% 36,611,450Santa Marta Paraguachon S. A. 40.83% 15,292,893 40.83% 15,292,893Vías de las Américas S. A. S. 33.34% 8.666.668 33.34% 8,666,668Hatovial S. A. S. (2) 22.22% 1.110.800 22.22% 2,890,892Proceal S. A. 3.51% 461.209 3.51% 461,209Consorcio COCAN 23.07% 1.780.092 23.07% 507,650Aerotocumen S. A. (2) 10.00% 2.392 10.00% 1,927Autopistas del Nordeste 0.10% 2.991 0.10% 2,409Boulevard Turístico del Atlántico S. A. 0.50% 1.869 0.50% 1,505Cía. Autopistas del Nordeste C.A. 0.00% 65 0.00% 57Consorcio Dovicon EPC 0.50% (91) 0.50% (91)Consorcio Dovicon O & M 0.50% (2) 0.50% (2)JV dovicon O & M S. A. S. 0.50% 324 0.50% 324JV dovicon EPC S. A. S. 0.50% 321 0.50% 321JV Proyecto ADN S. A. 0.50% 27 0.50% 23JV Proyecto BTA S. A. 0.50% 27 0.50% 23Metrodistrito S. A. 15.00% 20.634 15.00% 20,634Norein S. A. 7.00% 3.500 7.00% 3,500Fabricato S.A. (6) 0.00% 352.771 - -Concesion La Pintada 25% 50.000 - -

64,357,942 64,461,390 762,080,087 625,329,823

(1) In 2014, dividends were received from the Colombian affiliates as follows: Autopistas de los Lla-nos S.A. $28,649,906 (2013- $27,524,159), Odinsa Proyectos e Inversiones S.A.S. $12,379,848 (2013-$10,047,206), Odinsa Servicios S.A.S. $1,056,410 (2013- $754,814), and Autopistas del Café S.A. for $5,570,716 (2013- $37,450,649).

(2).In 2014, other dividends were received from, Hatovial S.A.S. for $1,153,750 (2013- $5,329,206), Aero-tocumen S.A. for 2013- $240.854 and Opain S.A. for 2013 - $4,343,594.

(3).In 2013 the Company capitalized accounts receivables in proportion to their participation, and other Shareholders did the same, for a value of $556.051. In 2013 Generadora del Atlántico S.A. “GENA” has profits of $13,496,057 due to the action plans implemented by the Company’s administration.

In addition to the above, “GENA” maintains as of December 31, 2013 arbitration proceedings for sums due under engineering contracts, combined cycle and simple cycle, and in addition, on December 18, 2014 the International Court of Arbitration of the International Chamber of Commerce (ICC) issued the ruling of the arbitration award sentencing “GENA” and the other defendants in solidarity to pay a worth of US $15.653 million. At In an Extraordinary General Assembly of Shareholders’ held on January 26, 2015 the Shareholders resolved that the US $11,249,000 claimed to be recorded as part of the cost of investment of installation of generation units, and that the remaining US $4.504 million

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corresponding to legates expenses be borne by the Partners; by agreement of the Partners who had established a legal fund and which presents the following Clause “... The gains or losses arising from such courts shall be assumed by the shareholders in proportion to their share in the paid-in capital of “GENA” before its capitalization on December 2012 ...” For purposes of the above, once the arbitral award is signed, an assembly of shareholders will be convened at which the it will be defined the form in which the Shareholders will receive (in the case of a positive) or contribute resources (in the case of a negative result); As a result of the latter Odinsa will have a credit balance to date determined at US $1.448 million.(4).En el año 2013 la Compañía, adquiere de Mincivil S. A., el 11,9128% de su subordinada Autopistas del Café S. A. dejándola con una participación de 61,921%. Esta operación que ascendió a la suma de $80,000,000, e incluyo el pago del capital de riesgo y otros derechos que mantenía esta sociedad en el Consorcio Constructor Autopistas del Café.

(4).In 2013 the Company acquired from Mincivil S.A. 11.9128 % of its subordinate Autopista del Cafe S.A., leaving it with a participation of 61.921 %. This operation amounted to the sum of $80,000,000, and included the payment of risk capital and other rights that this company kept in the consortium Con-sorcio Constructor Autopistas del Café.

(5).On July 2014 the sum of $ 11,746,946 was received from by Autopistas de los Llanos S.A. way of decapitalization of that company, in proportion to the participation percentage. In January 2015 the Addendum 10 is signed with the Agencia Nacional de Infraestructura (National Infrastructure Agency) - “ANI” agreeing on activities aimed at reversing of the Concession Contract 446 of 1994, for which it agrees to extend the term of the concession until at most October 20, 2015. During the period of reversion, the Concessionaire continues the administration, operation, and maintenance of the con-cessioned roads.

(6).On August, 157,809 shares of Fabricato were received in lieu of payment of dividends by the consor-tium Consorcio Constructor Aburra Norte - COCAN.

(7).Corresponds to the concessionaire company of the Green Corridor project in Aruba, where Grupo Odinsa Group has 100% of the shareholding.

Following are stated the corporate purpose, value of the assets, liabilities, equity, and results of the in-come statements for the Companies where it has permanent investments and are recorded by the equity method:

Autopistas de los Llanos S. A.

The company´s corporate purpose is the conclusion and implementation of a governmental concession contract in order to perform the designs and improvement works - rehabilitation, operation, and mainte-nance of the roads: Villavicencio - Granada, Villavicencio - Puerto Lopez and Villavicencio - Cumaral in the department of Meta. In January 2015 Addendum 10 is signed with the Agencia Nacional de Infraestructura (National Infrastructure Agency) - “ANI” agreeing on activities aimed at reversing of the Concession Con-tract 446 of 1994, for which it agrees to extend the term of the concession until at most October 20, 2015. During the period of reversion, the Concessionaire continues the administration, operation, and mainte-nance of the concessioned roads.

2014 2013Assets 62,094,412 140,592,599Liabilities 6,642,410 22,730,132Equity 55,452,002 117,862,467Net profit for the period (3,404,010) 33,268,867Shareholding Percentage 68.46% 68.46%

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Autopistas del Café S. A.

The company´s corporate purpose is the construction of public works thru the concession model, as well as the development in parts or in the totality of public/ private works under any other system different from the concessions model.

2014 2013Assets 191,626,115 178,585,315Liabilities 75,108,270 111,705,716Equity 116,517,845 66,879,599Net profit for the period 58,634,653 6,375,320Shareholding Percentage 61.92% 61.92%

Constructora Bogotá Fase III - CONFASE S. A.

The sole corporate purpose is the conclusion and implementation of the public works contract, under the terms of the Public Tender No. IDU – LP-DG - 022 -2007 Group 3, which refers to the execution of the Cons-truction works and activities necessary for the implementation of some sections of the transport system Transmilenio in Bogotá D.C. At present it is in a maintenance stage, during the next five years.

2014 2013Assets 71,217,214 74,132,924Liabilities 83,732,282 84,465,149Equity (12,515,068) (10,332,225)Net profit for the period (1,686,245) (11,126,523)Shareholding Percentage 50.00% 50.00%

The Company maintains under deferred items, pending costs to bill and which make part of the claim process that has been filed with the Institute of Urban Development (Instituto de Desarrollo Urbano) - IDU thru a Court of Direct Arbitration in early 2013 for a value of $ 50.685 million. Following the closing of the Financial year 2014, on February 10, 2015, by arbitration award offered by the first arbitration tribunal convened to settle contract disputes with the Institute of Urban Development - IDU and TRANSMILENIO, the IDU was sentenced to pay CONFASE S.A. the sum of $16,227 million at January 2015 at prices.

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Individual Financial Statements 2014

Generadora del Atlántico S. A.

The company’s corporate purpose is the generation of energy in Panama. This company is a direct subor-dinate of Odinsa Holding Inc. since December 2012, the month in which the following loans and interest are capitalized in US dollars:

2014 2013Assets 550,358,627 394,305,363Liabilities 243,787,044 176,863,530Equity 306,571,583 217,441,833Net profit for the period 28,770,894 19,136,156Shareholding Percentage 4.19% 4.19%

In 2013, a second asset capitalization of credits was done, which was authorized by the General Assembly of Shareholders in 2012, and thus the sum of $1,281,358 was capitalized, equivalent to 4,042 new shares, leaving the Grupo Odinsa with a total shareholding of 59.67%.

Odinsa Holding Inc.

Is a commercial public limited company (sociedad anónima) domiciled in the British Virgin Islands, incor-porated on October 5, 2001 under the Public Deed No. 465395. The company was incorporated with the intention to participate in projects in the various branches of engineering within an international sphe-re, with an initial investment of US$150,000. In September of 2002 its authorized capital increased to US$200,000.

2014 2013Assets 606,442,663 396,095,971Liabilities 119,246,515 51,730,451Equity 487,196,148 344,365,520Net profit for the period 46,229,477 39,472,402Shareholding Percentage 100% 100%

Odinsa Proyectos e Inversiones S. A.

The company’s corporate purpose is the urbanization of plots of land, construction of all kinds of enginee-ring and architectural projects, both public and private works, nationally and abroad, and the renting and management of property, both company owned or owned by a third party. Since June of 2011, it has been performing a concession contract for the collection of toll fees on behalf of INVIAS, No. 250.

2014 2013Assets 102,492,209 104,143,487Liabilities 10,449,023 14,332,744Equity 92,043,186 89,810,741Net profit for the period 13,977,785 13,808,589Shareholding Percentage 89.65% 89.65%

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Odinsa Servicios S. A. S.

The company´s corporate purpose is offering horizontal and vertical road signage services for conces-sions and other entities, both private and public.

2014 2013Assets 12,830,476 12,013,737Liabilities 1,371,410 1,236,248Equity 11,459,066 10,777,489Net profit for the period 1,732,239 1,242,836Shareholding Percentage 85,00% 85,00%

Caribbean Infrastructure Co. N.V.

Is a company domiciled in Aruba, incorporated on November 21, 2013. Its corporate purpose is offering construction services in the roadways of Aruba, constituted with an initial investment of AWG $10,000, equivalent to US$5,618, with payment pending.

2014 2013Assets 7,612,306 10,805Liabilities 7,598,864 -Equity 13,442 10,805Net profit for the period - -Shareholding Percentage 100,00% 100,00%

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Individual Financial Statements 2014

NOTE 5 - DEBTORS

The debtors up to December 31st comprised:

2014 2013Short-Term

Business checking accounts 10,565,055 8,314,737Accounts receivable from shareholders and affiliates 392,162 4,833,190Advance payments (1) 12,677,962 4,309,155Income receivable (2) 66,020,924 78,833,449Tax advances 9,355,817 19,282,813Claims outstanding - 5,710Accounts receivable from employees and others 91,692 28,766Loans to companies 2,596,370 1,415,863Various Debtors 1,170,637 3,851,006Customers - Consortia 9,823,284 3,115,897Accounts receivable from related parties- Consortia (7) 14,047,196 116,857Advance payments - Consortia 5,096,797 10,173,553Income receivable – Consortia (5) 31,436,436 17,176,655Retention on contracts- Consortia (6) 19,128,558 14,912,354Advances on Taxes - Consortia 31,657 25,925Accounts receivable from employees - Consortia 28,388 264,780Various Debtors- Consortia 1,400,846 13,117,183

183,863,781 179,777,893Less- Provision for debtors whose collection is doubtful 2,748,760 2,920,557

181,115,021 176,857,336Long-Term

Various Debtors- capitalization advances (3) 9,106,389 7,066,161Deposits receivable (4) 263,063,849 218,278,696

272,170,238 225,344,857

(1).Consists basically to accounts receivable for advances to suppliers for $637,293 (2013- $46,841); ad-vances to contractors for $10,528,679 (2013-$2,766,852); deposits in escrow delivered to customers for the execution of construction contracts for $1,454,624 (2013-$1,455,602).

(2). Consist of account receivables regarding the billing issued by the Company in construction and ope-ration contracts, among which are: Grupo Constructor Autopistas del Café $1,719,877;Constructora Bogota Fase III Confase for $49,363,361(2013 - $48,884,897); Vias de las Americas for $4,320,080; interests due because of loan to Generadora del Atlántico S. A. for $202,009 (2013 - $162,693); also includes the dividends receivable from Hatovial S. A. S. for 2013- $2,265,720 and fees to Generadora del Pacifico in Chile for $1,976,172. Additionally, as a result of applying the method of percenta-ge of completion method, the Company recognized in 2014 and 2013 estimated income as follows: Consorcio Constructor Nuevo Dorado $1,521,608 (2013 - $19,532,863) and Imhotep $4,873,236 (2013

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- $1,737,896), and other income receivable from Aerocotumen for $269,151, Caribbean $64,515, Inver-siones e Infraestructura for $202,009, and Murcia S. A. for $968,610.

Accounts receivable from the subordinated Confase III represents the invoicing for execution of work in which Grupo Odinsa S. A. is a subcontractor on this project. Direct payment to Confase III of this invoicing is handled by the Urban Development Institute- IDU, with which said subordinate established at the beginning of 2013, an arbitrage proceeding for a value of $50,685 million, which was ruled on February 10, 2015, sentencing the IDU to pay CONFASE III the sum of $16,227 million of pesos. Howe-ver, to date this decision is not in firm as recourse for annulment could yet be carried out. Additionally, during the first half of 2014, Confase III presented a second court of arbitration for additional claims for $ 20.770 million. No provision have been generated over these sums in the Odinsa Group or its subordinate because to date there is not available sufficient information to permit a determination regarding the amount to be provisioned

(3). In November 2014, the Equity contribution of Concesion Aburrá Norte was increased by the amount of $2,040,228 because dividends receivable were capitalized for the years 2012 and 2013, leaving a balance of contribution to Equity for this concession at $9,106,389 (2013- $7,066,161).

In 2013 the concessionaire Autopistas del Cafe returned the indexed risk capital they had maintained with shareholders. The risk capital amounted to $78,349,798; and indexing thereof approved in the Shareholder’s Assembly, Minutes No. 051 of December 2013, increased to $53,577,263, of which Gru-po Odinsa S.A. was responsible for an indexation of $16.348 million due to its direct participation, and of $3,429 million for the purchase it made in the shareholding participation to Mincivil and Topco in December of 2013.

(4). Corresponds basically to payments made for future capitalizations in - Opain S.A. for $210,605,751 (2013 -$181,905,751); Constructora Bogota Fase III — CONFASE $ 7,974,187; Vías de las Americas S.A.S. for $35,837,032 (2013-$29,032,663); and Concesion La Pintada S.A.S $2,012,500; deposits in consortium $1,669,920 and other deposits $4,934,459.

(5). Corresponds to income receivable from Consorcio Constructor Nuevo Dorado $24,473,444 (2013 - $10,189,532); Consorcio Grupo Constructor Autopistas del Cafe $686,710 (2013-$1,286,253); Consor-cio Mantenimiento Opain $895,590 (2013-$196,568); Consorcio Odival $5,380,692 (2013-$5,380,692).

(6).In 2012, the balance corresponds to the value paid by the Consorcio Grupo Constructor Autopistas del Cafe for the amount of $11,145,850; Consorcio Imhotep $2,901,346.

NOTE 6 - INVENTORIES

The inventories up to December 31st comprised::

2014 2013Consorcio Imhotep - 13,534Consorcio Mantenimiento Opain 12,493 -Consorcio Constructor Nuevo Dorado 704,567 1,156,821

717,060 1,170,355

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Individual Financial Statements 2014

NOTE 7 - PROPERTY AND EQUIPMENT - NET

The properties and equipment up to December 31st comprised:

2014 Adjusted Cost Accumulated Depreciation (1) Book ValueConstructions and buildings 3,916,887 3,538,745 378,142Machinery and equipment 9,801,721 2,862,106 6,939,616Consortia 8,845,290 1,955,833 6,889,457Office equipment 632,569 175,979 456,590Consortia 93,970 48,397 45,573Computer and communications equipment 966,140 500,622 465,518Consortia 395,817 309,378 86,439Fleet and transport equipment 840,141 463,582 376,559Consortia 1,723,369 321,745 1,401,624River fleet and equipment consortia 13,500 - 13,500

27,229,404 10,176,386 17,053,018

2013 Adjusted Cost Accumulated Depreciation (1) Book ValueConstructions and buildings 3,916,887 3,362,706 554,181Constructions underway (2) 18,525,027 - 18,525,027Machinery and equipment 4,104,228 2,218,175 1,886,053Consortia 7,154,162 1,072,733 6,081,429Office Equipment 297,169 158,035 139,134Consortia 96,895 41,887 55,008Computer and communications equipment 553,058 318,892 234,166Consortia 351,425 248,132 103,293Fleet and transport equipment 753,626 355,856 397,770Consortia 1,646,824 271,315 1,375,509River fleet and equipment consortia 13,500 - 13,500

37,412,801 8,047,731 29,365,070

(1).Total depreciation charged to income for the period ended December 31, 2014 and 2013 was $2,401,131 and $1,708,950, respectively.

(2).On February 2014, the construction of the building on Calle 93 was delivered; in September this buil-ding was capitalized and recorded as an intangible. (See Note 8).

Grupo Odinsa S. A.’s assets recorded as property and equipment are not guaranteeing any type of obligation.

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NOTE 8 - INTANGIBLES

The intangibles up to December 31st were:

2014 2013Commercial credit (1) 56,827,495 59,838,620Rights (2) 58,226,590 38,395,672Licenses - 29,350

115,054,085 98,263,642Minus- Accumulated amortization 1,969,352 906,555

113,084,733 97,357,087

The value charged to income for amortization in the years 2014 and 2013 amounted to $4,191,477 and $889,261, respectively.

(1).Goodwill credit corresponds to the excess of the cost paid on the net market value of assets acquired in the capitalization of receivables that the Company had with Compañía Generadora del Atlantico - GENA which occurred during 2012 for $6,952,333 and in 2013 for $725,307. Additionally, in December of 2013 a goodwill credit was recorded for $52,544,756 as a result of the purchase of the shareholding of 11.9132% to Mincivil y Topco in Autopista el Café S.A.

(2).Records the property rights for the Megaproyecto Tuluá for $17,141,432 (2013 - $16,742,615), fiduciary rights in the Fiducoldex and Autopistas del Café for $1,256,277 (2013- $1,082,551), and of the consortia for $10,038,887 (2013- $7,161,511). Additionally, on December of 2013, a reclassification of $4,343,594 was made for account receivables to intangibles from the purchase of the shares of Arquitectura y Concreto in Opain, the last while the approval for the purchase is received from Aeronáutica Civil.

The leasing contracts in effect at December 31st, 2014, are as follows:

Business Name Value Rate Agreed* Term Date of InceptionLeasing BBVA (3) (a) 8,974,771 DTF + 3.8 144 meses 28/12/2010Leasing Bancolombia (b) 16,381,000 DTF + 3.7 144 meses 30/09/2014

* DTF is the Colombian base rate for fixed rate deposits over 3 months

(a) Corresponds to the leasing of the office in the building Cámara Colombiana de Infraestructura CCI in Bogotá.

b) Corresponds to the leasing of the office in the building in Carrera 14 No. 93A 30 where the adminis-trative parent company of the company is housed.

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Individual Financial Statements 2014

NOTE 9 - DEFERRED CHARGES

The deferred charges up to December 31st are:

2014 2013Prepaid expenses 157,631 849,701Project studies and investigations 9,740,755 8,727,782Consortia and constructions 914,340 1,032,239Equity tax - 2,703,927Improvements to third party properties (1) 5,317,791 -Computer software 3,122,385 -Deferred income tax 2,671,677 1,066,583

21,924,579 14,380,232Minus - Long-term portion 5,317,791 2,469,180

16,606,788 11,911,052

(1)Resources invested by Odinsa In the building in Bogota on the Carrera 14 No. 93A 30 thru Leasing Bancolombia.

NOTE 10 - OTHER ASSETS

The other assets as of December 31st comprised:

2014 2013Artwork 11,600 11,600Rights in social clubs 200,000 200,000

211,600 211,600

NOTE 11 - VALUATIONS

The appreciations as of December 31st comprised:

2014 2013Investments 9,618,039 25,342,911Properties and equipment (1) 4,601,191 4,259,252

14,219,230 29,602,163

(1).The valuations were carried out in December of 2013 by the company Avalúos y Asesorías Industriales Aval Ltda. on the basis of their replacement and demerit value.

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NOTE 12 - FINANCIAL OBLIGATIONS

Las obligaciones financieras al 31 de diciembre comprendían:

Institution Effective Annual interest Rate * Maturity 2014 2013

Banco del Occidente leasing DTF + 2.9 Ene/20/2015 - 37,682Bancolombia leasing DTF + 2.5 May/10/2016 - 73,535Banco Santander DTF + 1.25 Jun/16/2015 15,500,000 -Bancolombia (1) DTF + 3.3 May/23/2016 7,830,248 - Bancolombia (1) DTF + 3.3 May/24/2016 7,621,726 7,621,726Bancolombia (1) DTF + 3.3 May/28/2016 21,837,700 21,837,700Bancolombia (2) DTF + 4.4 Nov/28/2020 112,613,298 112,613,298Bancolombia (2) DTF + 4.4 Nov/28/2020 21,787,149 - Bancolombia (2) DTF + 4.4 Nov/28/2020 7,028,112 -Bancolombia (2) DTF + 4.4 Nov/28/2020 27,409,638 27,409,638Bancolombia (2) DTF + 4.4 Nov/28/2020 8,082,330 8,082,329BBVA Leasing (4) DTF + 3.8 Dic/28/2022 9,056,023 6,553,263Bancolombia leasing (3) DTF + 2.5 Sep/28/2026 16,424,874 13,112,000Other 197,823 74,059Banco AV Villas DTF +1.38 Sep/21/2015 11,599,074 15,000,000

266,987,995 212,415,230Minus- Long-term portion 236,310,435 195,380,853Current portion 30,677,560 17,034,377

* DTF is the Colombian base rate for fixed rate deposits over 3 months

(1).Correspond to the disbursement of contributions for future capitalizations in the company Vias de las Americas S.A.S., which will be paid upon maturity.(2).Corresponden al desembolso de aportes para futuras capitalizaciones en la Compañía Opain S. A. con un tiempo de gracia de 36 meses a partir de la fecha de desembolso.

(2).Correspond to the disbursement of contributions for future capitalizations in the company Opain S.A. with a grace period of 36 from the date of disbursements.

(3).Corresponds to the leasing contract for the construction of the administrative headquarters in Calle 93, which was completed in February of 2014, and the amendment to the contract Number 141379 signed on December 2014.

(4).Corresponds to the leasing contract for the offices in the building Camara Colombiana de Infraestruc-tura CCI in Bogota.

The remaining credits were requested during the running of the operation to be used as working capital.

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The maturity of the long-term obligations is the following:

Año2015 -2016 76,036,3782017 38,209,1182018 37,474,5632019 37,474,5632020 37,474,563A más de 5 años 9,641,249

263,310,434

NOTE 13- ACCOUNTS PAYABLE

The accounts payable as of December 31st comprised:

2014 2013Short Term

Business checking accounts (1) 13,215,712 2,069,853Accounts payable to contractors 5,530,439 13,127,313Payable costs and expenses 7,436,187 4,689,655Payable dividends 41,345 -Withholding tax 1,159,554 2,058,604Payroll withholding and contributions 202,010 150,117Other creditors 4,153,870 4,080,205

31,739,117 26,175,747Long-Term

Payable installments 10,805 -Affiliates (2) 51,466,551 68,619,233

51,477,356 68,619,233

(1).In December of 2014, advance payment of utilities for the Consorcio Grupo Constructor Autopistas del Café were recorded for the amount of $11,145,859; In 2013 corresponds to accounts payable to the affiliate Constructora Bogota Fase III S.A. which remain in the year 2014 for the amount of $2,069,853.

(2).2) Corresponds to loans from the subsidiaries Odinsa Proyectos e Inversiones S.A. and Odinsa Ser-vicios S.A.S. for $46,229,723 (2013 - $52,706,400) and $4,433,902 (2013 - $7,511,919) which come from the consortia. For the year 2014, there are also accounts payable to the subordinates Puertos y Valores S.A.S for $219,893 (2012 - 240,947) and Inversiones de Infraestructura and Operaciones Portuarias S.A.S. for $583,032 (2013 - $658,731).

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NOTE 14 - TAXES, LIENS, AND CHARGES

The taxes, liens, and charges up to December 31st comprised:

2014 2013Income tax and related 5,449,582 22,142,038Income Tax for Equality- CREE 1,853,162 7,971,134Sales tax payable 536,498 468,946Industry and commerce tax 4,936,252 5,218,984Equity tax - 2,703,927

12,775,494 38,505,029

Income tax and related for occasional gains

The current applicable tax legislation to the Company, state that:

a. As of January 1, 2013 taxable income in Colombia are taxed at the rate of 25% by way of income tax, except for those taxpayers whom by formulated provision handle special rates and 10% of the income originates from occasional gains.

b. The base for determining the income tax cannot be less than 3% of its liquid equity on the last day of the immediately preceding fiscal year.

c. From the fiscal year 2007, and only for tax purposes, taxpayers may annually adjust the cost of the movable and immovable assets who are by nature fixed assets. The adjustment rate will be that set by the Dirección de Impuestos y Aduanas Nacionales (Colombian Tax and Customs Directorate) by resolution.

d. To December 31st, 2013, the Company has neither balances for tax losses nor excesses for presump-tive income to offset ordinary income.

e. There are no new determinations regarding occasional gains, additional, additional to those already established up to December 31st, 2013.

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Below is reconciliation detailing the difference between profit before income tax and the taxable income for the years ending on December 31st:

2014 2013Profit before the provision for income tax 107,306,395 113,343,756Plus – Taxes and other non-deductible expenses

Tax on industry and commerce (62,945) 859,851Non-deductible expenses 5,158,002 4,550,425Other taxed income 7,309,791 41,837,938Total items which increase the taxable net equity 12,404,848 47,248,214

Minus – Reimbursement from provisions 285,803 3,056,666Income through equity method 95,093,620 68,967,151Exempt income 3,749,105 -Total items that decrease the net equity 99,128,527 72,023,817

Liquid income (loss) 20,582,716 88,568,153 Presumptive income 9,235,934 8,447,009 Taxable liquid income 20,582,716 88,568,153

Tax rate 25% 25%Provision for regular income tax (1) 5,145,679 22,142,038

10% 10%Income for occasional gains 3,039,031 -Taxable occasional gains 3,039,031 -Provision for tax on occasional gains (2) 303,903 -

Total provision for income and occasional gains taxes (1+2) 5,449,582 22,142,038

Reconciliation of book equity to taxable equity

The following is the reconciliation of book equity and taxable equity for the years ending on December 31st:

2014 2013Book equity 876,251,135 729,543,381Plus (minus) entries that increase (decrease) the equity for taxable purposes:Nondeductible provisions 5,061,044 29,246,502Deferred tax liability - 591,285Valorization surplus for assets and investments (4,601,191) (29,602,163)Equity method (95,093,620) (68,968,151)Tax adjustment of investments (363,667,483) (235,637,548)Deferred tax assets (2,671,677) (1,066,583)Taxable equity 415,278,208 424,106,723

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The income tax statement and related for the tax years 2014 and 2013 are subject to review and acceptance and review by the tax authorities. The Management of the Company and its legal advisors consider that the amounts recorded as payable tax liability are sufficient to meet any claims that could be established with respect to said years.

Income Tax for Equality (CREE)

The existing provisions in force applicable to the Company provide that:

a.As of January 1, 2013, Law 1607 of December 2012 creates the income tax for equality - CREE as the contribution with which companies, legal persons, and similar taxpayers reporting income tax and related to benefit workers, employment generation, and social investment. Non-profit entities, indivi-duals, and companies declared as free trade zones (zonas francas) to the 15 % rate are not liable for the income tax for equality - CREE.

b. The basis for determining the income tax for equity - CREE cannot be less than 3% of their liquid equi-ty on the last day of the fiscal year immediately preceding.

c. The income tax for equity “CREE”, shall have a rate of 9%, in accordance to Law 1739 of December 2014.

d. During the years 2015, 2016, 2017 and 2018, the Law 1739 of December 23, 2014 establishes a sur-charge on the income tax for equity - CREE, which is the responsibility of the taxpayers of this tax and applies to a taxable base exceeding $800 million, at rates of 5%, 6%, 8% and 9% per year, respectively

e. As indicated in Law 1607 of December 2012, Article 25, effective July 1, 2013, they will be exempt for the payment of social security and severance contribution in favor of SENA (national trainee services) and ICBF (national familiar welfare institution), and according to Article 31 of this same Law, as of Ja-nuary 1, 2014, they are exonerated from the contributions to the healthcare system, legal entities and similar filers and payers of income tax and related, for employees who earn individually each less than (10) ten mandatory legal minimum wages , according to the minimum wage in force. This exemption does not apply to those taxpayers not subject to the CREE tax.

f. The taxable base of the income tax for equality CREE will be established by subtracting from gross income those that may increase the equity realized during the fiscal year: refunds, rebates, and dis-counts; and from the figure obtained subtract that which applies to exempt income established in the Colombian Tax Code. Therefore from the liquid income thus obtained will be subtracted the total of the costs and deductions applicable to this tax, according to that established in Articles 107 and 108 of the Colombian Tax Code. To the aforementioned it is permissible to subtract certain exempted income which was fiscally set under Article 22 of the Law 1607 of 2012.

g. Since the year 2015, in accordance with the provisions of the Law 1739 of December 2014, tax losses and excess of a minimum base may be offset against future earnings on the income tax for equality CREE, considering the same rules provided for the income tax and complementary.

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Below is reconciliation between profit before income tax for equity -CREE and taxable income for the years ending December 31st:

2014 2013Profit before the provision for income tax for equality 107,306,395 113,343,756Plus – Taxes and other non-deductible expenses

Industry and commerce tax (62,945) 859,851Nondeductible expenses 5,165,971 4,550,425Other taxed income 7,309,791 41,837,938Total items which increase the taxable liquid income 12,412,817 47,248,214

Minus – reimbursement for provisions 285,803 3,056,666Income thru equity method 95,093,620 68,967,151Exempt income 3,749,105 -Total items that decrease the liquid income 99,128,527 72,023,817

Liquid income (loss) 20,590,685 88,568,153Presumptive income 9,235,934 8,447,009Taxable liquid income 20,590,685 88,568,153

Tax rate 9% 9%Provision for current income tax 1,853,162 7,971,134

Configuration of expenditures and liabilities (credit balance) of Income Tax and supplementary for occa-sional taxable gains and income tax for equality CREE as of December 31st:

2014 2013

Provision for current income tax and current occasional gains 5,449,582 22,142,038

Provision for current CREE tax 1,853,162 7,971,134

Adjustment for income provision - (1,518,664)

Charge to profits and losses for deferred income tax debit (1,363,130) 1,833,241

Charge to profits and losses for deferred CREE tax debit (833,249) (125,814)

Provision for income tax and CREE 5,106,365 30,301,935

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The balance payable (in favor) of income tax and supplementary for occasional gains and income tax for equality CREE as of December 31st was determined as follows:

2014 2013Provision for income tax and current occasional gains 5,449,582 22,142,038Provision for current CREE tax 1,853,162 7,971,134 Minus- Tax withholding Withholding at source for CREE 6,087,483 15,684,220 Income tax advance 1,919,051 1,480,614 Positive credit balance for income and CREE 1,321,141 2,115,259 Pasivo de renta y CREE (saldo a favor) (2,024,931) 10,833,079

Wealth Tax

The Law 1370 of 2014 established the wealth tax, whose operative event is the possession of the same to January of the years 2015, 2016 and 2017, charged to taxpayers of the income tax. Therefore, taxpayers with gross equity minus debt whose value exceeds $1,000 million must determine their tax under the fo-llowing conditions:

Bottom Limit Top Limit 2015 Rate 2016 Rate 2017 Rate

>0 <2,000,000,000 (Base gravable)* 0.20%

(Base gravable)* 0.15%

(Base grava-ble)*0.05%

>=2,000,000,000 <3,000,000,000(Base gravable- 2,000,000,000)

*0.35%+4,000,000

(Base gravable- 2,000,000,000)*

0.25%+ 3,000,000

(Base gravable- 2,000,000,000)

*0,10%+ 1.000.000

>=3,000.000,000 <5,000,000,000(Base gravable- 3,000,000,000)

*0.75%+ 7,500,000

(Base gravable- 3,000,000,000)

*0.50%+ 5,500,000

(Base gravable- 3,000,000,000)

*0.20%+ 2.000.000

>=5,000,000,000 En adelante(Base gravable- 5,000,000,000)

*1.15% + 22,500,000

(Base gravable- 5,000,000,0000)

*1.00%+ 15,500,000

(Base gravable- 5,000,000,000)

*0.40%+ 6,000,000

Supplementary tax for tax normalization of the wealth tax

Thru the Law 1739 of 2014, the supplementary tax was established for the tax normalization of the wealth tax for the years 2015, 2016, and 2017 which will be borne by the taxpayers of the wealth tax and the volun-tary filers of said tax who have assets omitted and / or nonexistent liabilities up to January 1, 2015, 2016, and 2017, respectively. The tax rate will be the following:

AÑO TARIFA2015 10.0%2016 11.5%2017 13.0%

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NOTE 15- LABOR OBLIGATIONS (LIABILITIES)

The labor obligations (liabilities) as of December 31st comprised:

2014 2013Salaries payable 14,423 11,473Consolidated severance (cesantia) 981,877 729,246Interest on severance (cesantías) 84,266 82,406Bonus on services (prima) 74 61,603Consolidated vacations 966,142 860,936Bonus for performance 1,829,464 1,444,037

3,876,247 3,189,701

NOTE 16 - ESTIMATED LIABILITIES AND PROVISIONS

The estimated liabilities and provisions as of December 31st comprised:

2014 2013For costs and expenses (1) 16,767,564 10,968,826For labor obligations (liabilities)- other 138,840 -For contingencies 52,066 266,323

16,958,469 11,235,149

(1).In 2014 a provision is recognized for costs and expenses of the operation in the consortium Consorcio Constructor Nuevo Dorado for $12,306,535 and for progress in the work on Vias de las Americas for $2,259,879. In 2013 a provision for costs is recognized for degree of progress of the operation in the Consorcio Constructor Nuevo Dorado for $9,703,407.

NOTE 17 - DEFERRED LIABILITIES

The liabilities deferred to December 31st were comprised of:

2014 2013For the carrying out of contracts 9,108,331 2,871,130Deferred income tax - 591,285

9,108,331 3,462,415

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NOTE 18 - OTHER LIABILITIES

Other liabilities at December 31st included:

2014 2013Short termAdvance payments and retainers received (1) 11,869,855 3,787,937Deposits received (2) 1,249,096 7,093,986Income received for third parties 1,166,783 930,659

14,285,734 11,812,582Long termAdvance and retainers payments received (1) 17,065,362 15,308,226Deposits received (2) 3,674,673 3,168,031Retention on contracts 3,600,909 6,109,009Joint accounts 2,038,436 -

26,379,379 24,585,266

(1).Corresponds primarily to advances received pending legalization in the following projects: Mega-proyecto Inmobiliario de Tulua (Fonvivienda) for $7,981,266 (2013 - $7,500,000), Vias de las Americas for $11,793,573 (2013 -$ 7,750,000), Santa Marta Paraguachon 2013 - $2,490,911, in Consortia for $6,535,023( 2013 - $ 7,093,964), and Consorcio Constructor Americas $2,244,382.

(2).Corresponds to withholdings in warranty to subcontractors on contract performance, in compliance with contracts of different projects developed by Grupo Odinsa S.A.

NOTE 19 - BONDS AND COMMERCIAL PAPERS

In order to obtain funds for working capital, the 18th and 19th of December of 2008 the Company carried out an issue and placement of bonds, with the following characteristics:

Authorized total: $100,000,000Number of bonds: 10,000 bondsNominal peso value: $10,000,000 eachDate of issue: December 18, 2008Warranties: Company Equity

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Series Term Rate Amount placed

Subseries A 10 years CPI + 7.9 EAR payable quarterly 26,500,000

Subseries B 10 years 13.5% EAR payable quarterly 52,500,000Total placement 79,000,000Interest incurred during the year 2014 9,585,037Interest incurred during the year 2013 9,285,551

NOTE 20 - SHAREHOLDERS’ EQUITY

Subscribed and paid capital

2014 2013

Authorized- 200,000,000 (2013- 180,000,000) of current shares for a no-minal value of $100 each 20,000,000 18,000,000

Capital yet to be subscribed (1,683,369) (219,490)

Subscribed and paid – 2014- 183,166,313 shares (2013 – 177,805,096 shares)

(2013 -177,805,096 acciones) 18,316,631 17,780,510

Distribution of profits

The General Assembly of Shareholders at its meeting on March 26, 2014 approved the profit distribution project as follows:; profit available to the General Assembly $83,041,821; cash dividends in cash at a value of $220 pesos per share were distributed, paid in two installments as follows: April 23 and June 18, 2014, with a total value of $39,117,121; ordinary dividends in shares at the value of $185 pesos per share paid on April 23, 2014, for a total value of $32,893,943; and reserve for investments of $11,030,757.

The General Assembly of Shareholders at its meeting on March 18,2013 approved the profit distribution project as follows: legal reserve of 10% equivalent to $14,217,358; profit available to the General Assem-bly $127,956,238; cash dividends in cash at a value of $220 pesos per share were distributed, paid in two installments as follows: April 16 and June 18, 2013, with a total value of $37,255,040; ordinary dividends in shares at the value of $330 pesos per share paid on April 16, 2013, for a total value of $55,031,045; and reserve for investments of $35,670,154.

Additional Paid-in capital

Corresponds to the amount paid in excess of face value.

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Capital Surplus

Equity method

Corresponds to increases or decreases in the equity of the subordinates, which originates from equity items other than results, but that increase or decrease the value of the investment registered by the con-trolling entity.

The following is the movement of the capital surplus:

2014 2013Additional paid-in capital for shares 264,236,219 231,881,274Difference in exchange rate (1) (7,224,378) (7,224,378)Equity method 101,114,395 (652,450)

358,126,236 224,004,447

(1).Based on the Decree 4918 of December 26, 2007, valid from that year onwards, the exchange rate difference in investments in foreign subordinates are recorded for accounting purposes in the equity account of the parent company as “surplus - equity method”.

Legal reserve

Colombian laws require the Company to reserve each year 10% of its profits after tax until it completing at least 50% of the subscribed capital. The law prohibits the distribution of this reserve during the existence of the Company, but may be used to absorb losses.

Revaluation of the equity

The revaluation of the equity reflects the effect on organized equity due to the loss of currency purchasing power. Its balance may only be distributed as profits only when an entity is liquidated. In the years 2014 and 2013 it decreased by $2,703,927, respectively, due to the imputation of the payment of the installments of the equity tax, and which in 2014 were the last two, in accordance with Law 1370 of 2009 and 1430 of 2010.

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NOTE 21 - OFF BALANCE SHEET ITEMS

2014 2013Debtors:

Contingent debtor rightsLitigation and claims 3,969,320 12,847,905

Control debtorsGoods received thru financial leasing 23,182,057 8,158,845Property, plants, and equipment 163,294 -Irrecoverable assets (Debtors- PP&E) 263,006 17,246Construction contracts pending execution 310,653,924 632,610,327Available lines of credit 330,265,732 665,803,121

Total Debtors 668,497,333 1,319,437,444Creditors:

Contingent liabilitiesJoint accounts (2) - 11,702,189Litigation and claims against 9,004,586 11,777,931Guarantee on loans 239,478,650 136,812,026

Tax creditorsDifference between book and tax equity 460,972,927 305,700,517Difference between book and tax profit 86,715,709 26,558,124Nondeductible accounting provisions 5,061,044 28,982,644

Control creditorsAdjustments to equity for inflation 22,092,003 22,092,002Construction contracts pending (1) 111,916,666 257,745,894

Total Creditors 935,241,585 801,371,327 1,603,738,918 2,120,808,771

(1).Corresponds to contracts to be executed in the projects Santa Marta Paraguachón, Consorcio Grupo Constructor Autopistas del Café, Autopista de los Llanos S.A. and Vias de las Americas.

(2).Records the general balance of the contract of joint accounts of the consortia COCAN, according to the share of Grupo Odinsa S. A., which is 23.075%.

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NOTE 22 - OPERATING INCOME

Operating income for the years ended on December 31st comprised:

2014 2013Construction and maintenance (a) 163,631,338 203,491,017Services- Cooperation contract (b) 16,127,808 15,170,644Fees tolls and administrative (c) 9,795,083 11,180,226Rental of equipment 452,593 991,291Provisioning of equipment - 318,763Design - 212,229

190,006,822 231,364,170

(1) The summary for third parties is:2014 2013

Fideicomisos BBVA Santa Marta Paraguachon (1) 6,804,214 6,003,483Fideicomisos BBVA Autopistas de los Llanos (1) 4,905,643 14,298,940Fiducoldex Autopistas del Cafe (1) 86,891 3,277,657Consorcio Constructor Nuevo Dorado (2) 58,448,477 149,192,928Consorcio Gehatovial - Cocan (3) 8,098,071 98,552Consorcio Grupo Constructor Autopistas del Cafe (3) 32,899,633 25,437,747Consorcio Imhotep (3) 19,957,680 6,228,376Consorcio Mantenimiento Opain (3) 2,153,022 1,566,114Consorcio Odival (3) - 394,346Vias de las Americas S.A.S (7) 30,277,707 -Constructora Bogota Fase III S.A. (4) - 8,497,866Generadora del Pacifico S. A. Genpac (5) - 417,363Construcciones El Condor S.A. (6) - 780,155

163,631,338 216,193,527

(1) Corresponds to income for billing fees for maintenance services.

(2) Corresponds to income for a 35% shareholding of the Grupo Odinsa in the Consorcio Constructor Nuevo Dorado executes construction projects for Opain S.A. in the El Dorado Airport.

(3) Operational income according to the shareholding by Grupo Odinsa S.A. in the different consortia: Hatovial, COCAN, and Consorcio Grupo Constructor Autopistas del Café.

(4) Corresponds to the billing of services for staffing and construction, the phase of construction in the Transmilenio project was finalized in 2013.

(5) Income originating in providing financial consulting services.

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(6) Income associated to the cession of the shareholding in the execution of the construction contract in the Concession Vías de las Américas

(7) Income associated to income for the execution of rehabilitation of the roadways (Bodega-Mom pox) and the works on the bridge Talagua-Nueva.

(a)Income originating in the development of a contract for the collection of toll No. 250 of June 2011, signed by Odinsa Proyectos e Inversiones S.A. with INVIAS, and in which Grupo Odinsa has a share in such income because of having entered a collaboration contract with its affiliate Odinsa Proyec-tos e Inversiones.

(b)Income associated with the billing of fees for operation, maintenance services, and personnel ser-vices on commission (staff associated labor-wise with Odinsa Group, but that offers its services to the concessionaire Autopistas de los Llanos and Autopistas del Cafe).

NOTE 23- INCOME THRU THE EQUITY METHOD AND DIVIDENDS

The income thru the equity method and dividends during the years ending on December 31st comprise:

2014 2013Dividends and participations (1) 1,473,841 11,010,230Income thru equity method (2) 102,544,567 106,801,632Participation in operational trust rights (3) 613,737 416,057Loss thru the equity method (4) (8,064,684) (37,834,481)

96,567,461 80,393,438

(1) In 2014, dividends were received from the Hatovial S.A.S. for $1,153,750; from the company Internet por Colombia S.A, for an amount of $320,091. In the year 2013 dividends were received from Hatovial S.A.S for $5,329,206; the Sociedad Concesionaria Operadora Aeroportuaria S.A. - OPAIN S.A. - divi-dends were capitalized amounting to $4,343,594; Aerotocumen S.A. (Panama) for $240,854.

(2) Is comprised basically by: Odinsa Holding Inc. for $48,239,535; Odinsa Proyectos e Inversiones S.A. for $12,531,084; Odinsa Servicios S.A.S. for $1,472,403; Generadora del Atlantico for $1,113,330; Auto-pistas del Café for $36,307,163; Fideicomiso Fiducoldex Autopistas del Café for $613,737. Autopistas de los Llanos S.A registered a loss for $2,330,453 and Constructora Bogota Fase III for $843,122;The result of the profit for the year 2013 was basically composed by: Autopistas de los Llanos S.A. for $22,776,531; Odinsa Holding Inc. for $39,180,665; Odinsa Proyectos e Inversiones S.A. for $12,379,400; Odinsa Servicios S.A.S. for $ 1,056,410; Autopistas del Oeste S.A. for $41,397; Generadora del Atlánti-co for $1,088,061; Constructora Bogotá Fase III registered a loss of $5,536,262, and Autopista del Café S.A. for $1,992,051.

(3) Corresponds in the year 2013 to the profit received because of the direct investment in Fiducoldex for the project Autopistas del Cafe, valued at $416,057.

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NOTE 24- OPERATIONAL EXPENSES

The operational expenses during the years ending on December 31st comprised:

2014 2013Personnel expenses 15,869,828 16,477,922Fees 4,639,607 3,653,993Taxes 2,183,185 2,588,627Rentals 365,270 927,354Contributions and memberships 226,530 254,025Insurance 500,675 313,264Services 2,248,764 2,086,439Legal expenses 54,890 53,301Maintenance and repairs 206,919 89,692Alterations and installations 53,420 11,938Travel expenses 1,029,074 1,107,514Depreciation (1) 1,660,989 978,198Amortization (2) 7,478,332 2,361,245Provisions (3) 193,912 1,449,449Various 942,198 991,263

37,653,593 33,344,224

(1) The increase is due to depreciation on the building on Calle 93 which begun in the year 2014.

(2) Increased in the year 2014 due to the amortization of goodwill of Autopistas del Cafe.

(3) For the year 2014 the Company recorded a provision for investment in Fabricato for $ 193,912. For the year 2013 the Company recorded provisions as follows: provision for investment in Metrodistrito for $ 1,047,847; provision for debtors of $328,381; and for property and equipment for $69,196.

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NOTE 25 - NON-OPERATIONAL INCOME

The non-operating income during the years ending on December 31st comprises:

2014 2013Financieros (1) 2,638,819 51,328,550Arrendamientos (2) 2,155,208 1,805,108Servicios y comisiones 436,692 35,232Utilidad en venta de inversiones 1,660,471 22,440Recuperaciones de costos y gastos (3) 1,744,309 5,451,030Ingresos en ejercicios anteriores 76,271 410,109Indemnizaciones 702,467 267,042Diversos 1,134,918 2,007,180

10,549,155 61,326,691

(1) In 2014 these correspond to interest for $734,987, exchange rate differences of $1,570,468, discount for early payment $93,056, and Others for $ 240,308, (Income from the project Macrociudadela del Valle $234,922 and shareholding of Grupo Odinsa in Consorcio Constructor Nuevo Dorado for $5,386). In December 2013 the Concesión Autopistas del Café and Consorcio Constructor AKF decided in the General Assembly of Shareholders and in the Board of Directors meeting to index the debts owed to its shareholders. As a result of this decision, the Concesion AKF recognized indexing interests to Odinsa Group for $16,348,965 for the direct debt AKF had with Grupo Odinsa, and $3,429,255 for indexing debts acquired by Grupo Odinsa to Mincivil and Topco. Similarly, the Group Constructor AKF recognized to Odinsa Group interests for indexation as follows: $10,698,237 for direct debts to Grupo Odinsa and $3,142,821 for the debts Grupo Odinsa acquired from Mincivil and Topco. The difference corresponds to income difference due to exchange rate $2,343,569, trade discounts $117,787, inter-ests from banking entities $323,745, and interests received from the consortia Grupo Constructor AKF for the amount of $14,924,157.

(2) During 2014 income is recorded for the rental of offices in the Odinsa building on Calle 93a in Bogo-ta:$286,140 on behalf of Centennial Towers Colombia S.A.S, $76,800 on behalf of Multitek Pacifico Su-cursal Colombia, and $12,180 on behalf of Operadora Logistica de Santa Marta S.A.S; for the rental of office son the Calle 97 the following was recorded: $51,034 on behalf of Enbridge Colombia S.A.S and $204,134 on behalf of Oleoducto del Pacifico; the amount of $1,519,003 (2013 - $1,424,219) from the rental of the offices in the building Camara Colombiana de la Infraestructura de Bogota to the Unidad Nacional de Proteccion. In 2013, an income amount of $80,815 was received for the rental of a vehicle to the Consorcio Constructor Nuevo Dorado and of $298,383 for rental of machinery and equipment to the different consortia.

(3) These incomes are generated principally as follows: $285,803 (2013- $4,490,454) reimbursement of provisions and $880,221 (2013 - $960,576) reimbursement of other costs and expenses in the consor-tia Constructor Nuevo Dorado, Autopista del Café, and in the company Generadora del pacific S.A. GENPAC.

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NOTE 26 - NON-OPERATIONAL EXPENSES

The non-operational expenses during the years ending on December 31st comprise:

2014 2013Financial (1) 36,079,566 54,987,655Loss on sale and retirement of assets (2) 483,093 56,235Assumed taxes 17,093 7,029Costs and expenses from previous years 1,833,844 1,427,858Donations 7,969 3,122Indemnities - 1,466Fines, sanctions, and lawsuits (3) 7,087 2,201,445Various 26,383 99,983

Total 38,455,034 58,784,793

((1)Financial expenses are represented by: interests of the financial obligations by $32,528.869 (2013 - $45,266,788); tax on financial movements of Consortia and of the Company for $1,048,785 (2013 - $922,799); bank fees and expenses of $1,221,297 (2013 -$1,408,368); difference in exchange rate for assets and liabilities in foreign currency by $648,935 (2013 -$4,765,091); and others for $576,585 (2013 - $2,624,547) which in this past year correspond to the adjustment for the revision of the equity that was maintained in the project Autopistas del Café, and the companies Construcciones El Condor, Constructora TAO, CONCAY, and Aguirre Monroy.

(2) Corresponds mainly to the loss in sales and retirement of assets according to the shareholding that Grupo Odinsa has in the Consorcio Grupo Constructor Autopistas del Cafe.

(3) In 2013, it mainly relates to the recording of principal, interest, and penalties for $1,966,054 associated with the recognition of the industry and commerce tax for the different municipalities where Grupo Odinsa S.A. performed operations during the years 2009-2013.

NOTE 27 - FINANCIAL INDICATORS

In compliance with the provisions established in Article 291 of the Commercial Code (Codigo de Comercio) in the communiqué 002/98 of the Finance Superintendence (Superintendecia of Valores under the Finance Superintendence), following are the main financial indicators:

Índices de liquidez

a. Working Capital

2014 2013Current asset / current liability 85,281,610 87,448,953

Working capital was reduced in 2014 versus 2013 by $995,244 due principally to advance payments recei-ved for the performance of contracts.

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b. Current ratio

2014 2013

Current asset / current liability 1,70 1.76

Working capital was reduced in 2014 versus 2013 by $995,244 due principally to advance payments recei-ved for the performance of contracts.

Debt ratios

a. Debt ratio

2014 2013Total liability / total asset 37,05 39,77%

The increase in equity has had the effect that for every peso invested in assets of the Company, it owed 37.05 and 39.77 cents in 2014 and 2013 respectively.

b. Debt concentration

2014 2013Current liability / total liability 23,76% 23,72%

The level of short-term debt in 2014 is equal to 23.76% of total liabilities, against a 23.72% in 2013, which shows that the level of short term debt increased.

c. Leveraging

2014 2013Current liability / equity 13,99% 15.67%

For every $100 of contributions from shareholders, the Company had short-term obligations to third par-ties totaling $13.99 and $15.67 for the years 2014 and 2013 respectively.

Financial leveraging

2014 2013Long-term liabilities /equity 30,47% 29.11%

For every $100 of Shareholders’ equity, there were obligations to cover over a term longer than one year, for the amount of $44.87 and $50.38 in 2014 and 2013 respectively.

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Liability to capital ratio

2014 2013Long-term liabilities /equity 44,87% 50.38%

For every $100 of Shareholders’ equity, there were obligations to cover over a term longer than one year, for the amount of $44.87 and $50.38 in 2014 and 2013 respectively.

Rates of return

a. Gross profit margin

2014 2013Gross profit / net income 40,16% 27.55%

For every $100 that the Company received as income, it earned a gross profit of $40.16 in 2014 and $27.55 in 2013.

b.Operating profit margin

2014 2013Operating profit / net income 71,16% 47.89%

For every $100 that the Company received as income, it obtained an operating profit of $71.16 in 2014 and $47.89 in 2013.

c. Net profit margin

2014 2013Net profit /total income 34,40% 22,26%

For every $100 that the Company received, it obtained a net profit of $34.40 in 2014 and $22.26 in 2013.

d. Return on capital contributions

2014 2013Net profit/ (capital + premium on share placement + reserves) 13,80% 13,77%

For every $100 that shareholders have invested and/or capitalized in Grupo Odinsa S.A., they obtained a net profit of $13.80 in 2014 and $13.77 in 2013.

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e. Return on total assets

2014 2013

Net profit / Total assets 7,34 6,85

For every $100 invested in assets Grupo Odinsa S.A., they generated a net profit of $7.43 and $6.85 in each year.

f. Net profit per share

2014 2013Net profit / Number of shares in circulation 557,96 467,04

For each share held by a shareholder up to December 31st, 2014, it obtained a net profit of $557.96 and in 2013 of $467.04.

g. According to the Colombian stock exchange

2014 2013According to the Colombian stock exchange 7,774 8,660

h. Intrinsic Value

2014 2013

Intrisic value 4,783.91 4,103.05

NOTE 28- TRANSACTIONS WITH RELATED PARTIES AND SUBORDINATES

During the years 2014 and 2013 the transactions conducted with financially related parties were conducted at market rates for similar transaction as those conducted, and therefore, said transactions have no effect on the results of the Company if they had been made with non-related third parties.

1. Contracts signed with financially related third parties in 2014 and 2013:

2014 2013Contracting Party

Vias de las Americas 39,775,386 -Mincivil — Topco S. A. 80,000,000Generadora del Pacifico S. A. - Chile US$ 413,000

In 2013 the contract was signed for the divestiture of 11.9132% of the shares of Mincivil and Topco in Auto-pistas del Café and for the same percentage of ownership in the rights over Consorcio Grupo Constructor Autopistas del Café, operation which closed on December 2013 with Mincivil S.A. valued at $80,000,000. The contract of Vias de las Americas was signed for work on the course of the roadway La Bodega – Mom-pox and related work.

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2. Costs and expenses incurred in the development of signed contracts in 2014 and 2013:

These measurements were done at market prices according to the percentage completed of the construc-tion project and use of materials.

2.1. From interests for working capital

2014 2013Odinsa Proyectos e Inversiones S.A. (1) 3,266,705 3,842,566Puertos y Valores S.A.S (2) 20,509 8,972Inv. de Infraestructura e Inversiones S.A.S (2) 24,631 15,650

(1) The rate used to liquidate these assets was DFT + 3

(2) The rate used to liquidate these assets was DTF + 1.2

3. Income obtained from related parties

3.1. From construction

These measurements were done at market prices according to the percentage completed of the construc-tion project and use of materials.

2014 2013Constructora Bogotá Fase III - 8,497,865Fideicomiso Autopistas de los Llanos S. A. 4,905,643 11,888,364Fidecomiso BBVA Concesión Santa Marta Paraguachón 6,804,214 5,323,793Concesión Autopistas del Café S. A. - 318,763Fiducoldex Fideicomiso Autopistas del Café S.A 86,891 -Vías de las Américas S.A.S 30,277,707 780,154Consorcio Grupo Constructor Autopistas del Café 32,899,633 565,171

3.2. From fees

Provisioning of services at market prices:

2014 2013Fideicomiso Autopistas de los Llanos S. A. 1,211,351 2,410,576Autopista del Café S. A. 2,772,435 2,958,894Fidecomiso BBVA Concesión Santa Marta Paraguachón - 679,690Consorcio Grupo Constructor Autopistas del Café 2,364,089 283,376Generadora del Pacífico 334,535 417,363

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3.3. From personnel on commission

Provisioning of services at prices reflecting market salary rates:

2014 2013Fideicomiso Autopistas de los Llanos 1,065,274 -Fideicomiso Opain S.A 219,617 -Consorcio Constructor Nuevo Dorado 471,634 677,185

3.4. From Cooperation contract

Income for transfer of toll collections contract 250 with INVIAS

Received from 2014 2013Odinsa Proyectos e Inversiones S.A. 16,127,808 15,170,644

3.5. From rental of fixed assets

Vehicles

Received from 2014 2013Consorcio Constructor Nuevo Dorado - 80,815

3.6. From interests for working capital

Received from 2014 2013Conseción Autopista del Café - 19,778,221Consorcio Grupo Constructor AKF - 13,841,070

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4. Balances from Accounts Receivables and Accounts payable with financially related parties

Third Party Nature 2014 2013Vías de las Américas Debtors 42,008,679 30,578,420Opain S.A. Debtors 210,605,875 181,905,751Concesión Autopista de los Llanos Debtors 499,406,333 2,903,400Constructora Bogotá Fase III Debtors 61,782,292 53,856,133

Creditors 2,272,040 2,601,599Odinsa Proyectos e Inversiones S. A. Debtors 16 127,876

Creditors 44,122,837 52,706,400Consorcio Grupo Constructor Autopista del Café Debtors 1,736,823 4,776,279

Creditors 11,408,293 8,231,468Construcciones El Cóndor S.A. Debtors 82,092 82,092Odinsa Servicios S.A.S. Debtors 64,807 233,078

Creditors 2,450 -Autopista del Cafe S.A. Debtors 13,946,148 3,861,870Puertos y Valores S.A. Debtors 95,640 99,878

Creditors 219,893 240,947Inversiones de Infraestructura y Oper. Port S.A.S Debtors 120,329 139,708

Creditors 583,032 658,731Inversiones Comerciales Exportadoras S.A.S. Debtors 42,657 59,836Concesion Sta. Marta Paraguachon S.A. Debtors 1,220,243 3,720,383

Creditors 21 4,051,536Generadora del Pacífico S.A. Debtors 2,205,880 1,322,135Generadora del Atlantico S.A. Debtor 1,936,142 1,559,323

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Annex of Schedule of payments in 2014 Article 446 Code of Commerce

2014 2013Wages paid to directors 4,384,132 4,662,956Payments for representation and public relations

Representation expenses 102,481 119,773Board of Directors expenses 1,033,320 1,223,879Shareholder´s Assembly expenses 46,882 48,646

Advertising and publicity 306,009 248,888Advisory Fees

Legal 1,518,391 275,427Tax 55,248 52,548Technical 1,473,669 880,389Fiscal audit and audit committee 269,377 329,734Financial 134,796 377,262

Quality assurance - 19,746Donations 7,969 3

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ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A. - GRUPO ODINSA S.A.

Profit Distribution Project for the Year 2014(In Colombian pesos)

Net profit for the accounting period after income tax provision 102,200,029,320Legal reserve 10%, comprised from taxable profit -Profit after Statutory Reserve 102,200,029,320Income available to the Assembly 102,200,029,320Dividend on ordinary shares at the rate of:$500 pesos per share , payable on April 22, 2015 91,583,156,500Reserve for investments 10,616,872,820TOTAL 102,200,029,320 102,200,029,320

Shares Outstanding March 25, 2015 183,166,313Intrinsic Value December 31, 2014 4,783.91Base value to settle and pay the dividend in shares 7,110.00Estimated number of shares to be distributed as dividends 12,880,894Ordinary dividend per share in shares 500New estimated total of shares 196,047,207

To calculate the number of shares to be distributed as dividends in shares, a value equivalent to 90% of stock market price at the close of December 31, 2014 will be used.

As of March 1, 2012, the modification of Article 3.1.1.12, the General Rules of the Colombian Stock Ex-change and Article 3.3.1.2 of the Sole Communiqué of the Colombian Stock Exchange entered into force, relating to the ex-dividend time period or date. In accordance to the above mentioned, it is understood that a transaction in shares is held during the “ex-dividend” period or date, when that same is held between the first business day of payment of dividends on the respective shares and the four (4) trading days imme-diately preceding the date. Accordingly, in the divestiture of shares done during the “ex - dividend” period, the dividends will go to the seller.

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Dear Shareholders of

Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A.

February 25, 2015

1. I have audited the accompanying consolidated balance sheet of Organización de Ingeniería Interna-cional S. A. - Grupo Odinsa S. A., and its affiliates, as of December 31, 2014 and the corresponding consolidated income statements, changes in shareholders’ equity, changes in financial position and cash flows for the year ending on that date, as well as the summary of the main accounting policies in-dicated in Note 1 and other explanatory notes. The consolidated financial statements of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A. for the year 2013 were audited by another public accountant, who in his report dated February 26, 2014, expressed an unqualified opinion thereof and included an emphasis paragraph as a result of the uncertainty regarding the possibility of recovering a receivable.

2. The directors of the company are responsible for the proper preparation and presentation of these attached financial statements in accordance with accounting principles generally accepted in Co-lombia for institutions supervised by the Superintendence of Finance. This responsibility includes: designing, implementing and maintaining a relevant internal control in the preparation and fair pre-sentation of the financial statements so that they are free of material misstatement due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable under the circumstances.

3. My responsibility is to express an opinion on these financial statements based on my audit. I obtained the necessary information to fulfill my statutory audit functions and conducted my work in accordance with generally accepted auditing standards in Colombia. These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement.

4. An audit of financial statements includes, among other things, to perform procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risk of misstatement in the finan-cial statements. In assessing these risks, the statutory auditor considers the entity’s relevant internal control in the preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appro-priateness of accounting policies used and accounting estimates made by management of the entity, as well as evaluating the presentation of the financial statements as a whole. I believe that the audit evidence we obtained provides a reasonable basis for the opinion expressed in a following paragraph.

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A. Statutory Auditor Report

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5. As mentioned in Note 9 of the consolidated financial statements, the Constructora Bogotá Fase III S.A. – CONFASE S.A. – in which the company has a 51% direct and indirect share participation has recor-ded in its financial statements as of December 31, 2014, a deferred charge in the amount of $55,210 million represented in a receivable by the IDU (Urban Development Institute) and Transmilenio, of which its recoverability is subject to the arbitration claims presented by the Subsidiary in two Arbi-tration Courts in 2103 and 2014, in the amounts of $50,856 million and $20,770 million respectively. The arbitration claim filed in in 2103, in the amount of $50,856 million ruled on February 10, 2015 and ordered the IDU to pay the subsidiary the sum of $16,227 million. Based on the above, I consider that there is uncertainty regarding the recoverability of the deferred charges with the Constructora Bogotá III S.A., as of December 31, 2014.

6. In my opinion, the aforementioned consolidated financial statements audited by me, which were faithfully taken from the records of consolidation, fairly present, in all significant aspects, the conso-lidated financial position of Organización de Ingeniería Internacional S. A. Grupo Odinsa S. A. and its affiliates as of December 31, 2013 and the results of its operations, changes in shareholders’ equity, changes in financial position and its cash flows for the year ended, in conformity with the generally accepted accounting principles in Colombia, principles applied on a uniform basis from the previous year.

Jorge Eliecer Moreno UrreaStatutory AuditorProfessional ID No 42619-TMember of PricewaterhouseCoopers Ltda.

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Dear Shareholders of

Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A

February 25, 2015

The undersigned Legal Representative and Company´s Accountant certify that the consoli-dated financial statements of the Compañía Organización de Ingeniería Internacional S. A. - Grupo Odinsa S.A as of December 31, 2014 and 2013, have been faithfully taken from the consolidated records books and that before making them available to you and to the third parties we have verified the following assertions therein:

All assets and liabilities included in the Company´s consolidated financial statements as of December 31 2014 and 2013 exist and all transactions included in such statements have been made during the years ending on those dates.

All economic facts made by the Company and its affiliates during the years ending Decem-ber 31, 2014 and 2013, have been recognized in the financial statements.

The assets represent probable future economic benefits (rights) and liabilities represent probable future economic sacrifices (payables), obtained or in charge of the Company and its affiliates as of December 31, 2014 and 2013.

All elements have been recognized by their appropriate values according to the accounting principles generally accepted in Colombia.

All economic events affecting the Company and its affiliates have been properly classified, described and disclosed in the financial statements.

Víctor Manuel Cruz Vega Guillermo Tuta AponteLegal Representative Certified Public Accountant Professional License No.20826 - T

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A.

Certification from the Legal Representative and Company´s Accountant

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December 31st ofAssets Notes 2013 2012

Current Assets Available 3 132,198,547 187,382,478Temporary Investments 4 40,488,357 11,272,915Debtors 5 409,390,658 276,736,534Inventory 6 9,855,687 7,618,602Intangibles 8 1,727,488 -Deferred Charges 9 62,457,646 44,509,032

Other Assets 10 4,742 -Total current Assets 656,123,125 527,519,561

Non-Current Assets

Permanent Investments 4 74,962,678 74,211,112Debtors 5 266,057,820 304,133,752Property and Equipment, net 7 587,129,146 500,176,497Intangibles 8 314,287,167 266,647,652Deferred Charges 9 772,975,553 783,881,876Other Assets 10 211,600 306,707Valorizations 11 25,269,559 50,775,711

Total Non-Current Assets 2,040,893,523 1,980,133,307Total Assets 2,697,016,648 2,507,652,868Off Balance Sheet Items 2,743,772,115 2,904,543,628

Liabilities and Shareholders’ EquityCurrent Liabilities

Financial obligations (liabilities) 12 181,761,445 89,864,654Suppliers 13 77,200,813 60,716,020Accounts payable 14 37,654,488 40,914,161Tax, liens, and fees 15 31,762,812 42,805,815Labor obligations (liabilities) 16 7,191,837 5,887,098Estimated liabilities and provisions 17 25,033,051 18,205,180Deferred liabilities 18 11,391,941 3,462,416Other liabilities 19 49,721,224 53,592,610

Total Current Liabilities 421,717,611 315,447,954

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A. - GRUPO ODINSA S.A.

Consolidated Balance SheetAS OF DECEMBER 31st 2014 AND 2013 (In thousands of Colombian pesos)

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Notes 2013 2012

Non-current Liabilities Financial obligations 12 257,643,255 356,897,197Suppliers 13 11,898,894 12,166,436Accounts payables 14 35,698,530 127,654,046Estimated liabilities and provisions 17 2,977,771 472,073Deferred liabilities 18 780,288,109 685,646,990Other liabilities 19 41,822,532 29,366,075Bonds and commercial papers 20 79,000,000 79,000,000

Total non-current liabilities 1,209,329,091 1,291,202,817Total liabilities 1,631,046,702 1,606,650,771

Minority Interest 21 190,515,391 159,872,857Shareholders’ equity 22

Paid and subscribed capital 18,316,631 17,780,510Capital surplus 264,236,219 231,881,275Reserves 364,000,933 352,970,176Equity revalorization 19,388,076 22,092,003Liquid profit for the year 102,200,030 91,696,037Retained earnings - (8,872,505)Valorization surplus 25,269,559 50,775,711Adjustment for conversion and equity method 82,043,107 (17,193,967)

Total Shareholders’ equity 875,454,555 741,129,240Total liabilities and Shareholders’ Equity 2,697,016,648 2,507,652,868

The accompanying notes are an integral part of the financial statements.

Víctor Manuel Cruz Vega Guillermo Tuta Aponte Jorge Eliecer Moreno UrreaLegal Representative Certified Public Accountant Statutory Auditor(See attached certification) Professional License No.20826 - T Professional License No 42619-T (See attached certification) (See attached certification)

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Year ending inDecember 31ST of

Notes 2014 2013Operating income 24 919.905.756 873.978.274Cost of goods sold (490.142.917) (463.646.100)Gross profit 429.762.839 410.332.174Operating expenses 25 (233.039.326) (285.260.704)Operating profit 196.723.513 125.071.470Non-operating income 26 47.112.734 181.760.857Non-operating expenses 27 (81.933.725) (118.958.201)Profit before provision for income tax 161.902.522 187.874.126Provision for income tax 15 (24.960.717) (71.951.438)Net profit before minority interest 136.941.805 115.922.688Minority interest (34.741.775) (24.226.651)Consolidated net profit for the year 102,200,030 91,696,037Consolidated net profit per share (in Colombian pesos) 562,08 (521,93)

The accompanying notes are an integral part of the financial statements.

Víctor Manuel Cruz Vega Guillermo Tuta Aponte Jorge Eliecer Moreno UrreaLegal Representative Certified Public Accountant Statutory Auditor(See attached certification) Professional License No.20826 - T Professional License No 42619-T (See attached certification) (See attached certification)

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A. - GRUPO ODINSA S.A.

Consolidated Income StatementFOR THE YEARS ENDING DECEMBER 31 OF 2014 AND 2013 (In thousands of Colombian pesos)

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Year ending inDecember 31ST of

2014 2013Financial Resources were provided by:

Net income for the year 136.941.805 115.922.688Plus (minus) – Charges (credits) to year results that did not affect working capitalRecovery of provisions for investments

Provisions for: 193.912 (673.387)Debtors

Property and equipment 21 - Amortization of property and equipment - 208.457

Amortization of deferred charges and intangibles 7.166.828 12.124.248 Working Capital provided by operations 118.291.417 129.882.520

Investments realized 262.593.983 257.464.526 Sale of other assets 69.616.781 23.722.403 Decrease in financial obligations 95.107 972 Decrease in obligations to suppliers (99.253.942) 181.765.567 Decrease in estimated liabilities and provisions (267.542) 91.765 Total financial resources provided 2.505.698 120.079

Total de recursos financieros provistos 235.290.085 463.165.312 The financial resources were used in:

Increase in property, plant, and equipment (79.785.821) (20.345.854)Purchase of investments (751.566) - Increase in:

Debtors 38.075.911 (120.652.256)Intangibles (47.639.515) (72.233.423)Deferred charges (107.385.094) (66.555.823)

Decrease in:Accounts payable (91.955.516) (67.908.776)Dividends paid to shareholders (55.843.246) (86.044.589)Deferred liabilities 94.641.119 (45.811.279)Other liabilities 12.456.457 (5.662.927)Return of paid-in capital (5.411.441) -Obligations with minority interest 30.642.534 (12.779.708)

Total financial resources used (212.956.178) (497.994.635)(Decrease) Increase in working capital 22,333,907 (34,829,323)

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A. - GRUPO ODINSA S.A.

Statement of Change in Financial PositionFOR THE YEARS ENDING DECEMBER 31 OF 2014 AND 2013 (In thousands of Colombian pesos)

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2014 2013Changes in the components of working capital:

Available (55.183.931 148.898.728 Temporary investments 29.215.442 (5.172.670)Debtors 132.654.124 (242.873.176)Inventory 2.237.085 128.993 Intangibles 1.727.488 -Deferred charges 17.948.614 (5.348.052)Other assets 4.742 -Financial obligations (liabilities) (91.896.791) 112.069.306 Suppliers (16.484.793) (3.244.626)Accounts payable 3.259.673 11.906.376 Tax, liens, and fees 11.043.003 (23.370.781)Labor obligations (liabilities) (1.304.739) (2.086.188)Estimated liabilities and provisions (6.827.871) 6.520.828 Deferred liabilities (7.929.525) 2.842.394 Other liabilities 3.871.386 (35.100.455)

Increase (Decrease) in working capital 22,333,907 (34,829,323)

The accompanying notes are an integral part of the financial statements.

Víctor Manuel Cruz Vega Guillermo Tuta Aponte Jorge Eliecer Moreno UrreaLegal Representative Certified Public Accountant Statutory Auditor(See attached certification) Professional License No.20826 - T Professional License No 42619-T (See attached certification) (See attached certification)

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Year ending inDecember 31ST of2014 2013

Cash flow from operating activities:Net profit for the period 136.941.805 115.922.688Adjustments to reconcile net profit with provided by operating activities Recovery of provisions for investments

Provisions for the protection of: 193.912 (673.387)Debtors 21 7.580.126 Property and equipment - 208.457

Depreciation of property and equipment 7.166.828 12.124.248 Amortizations of deferred charges and intangibles 118.291.417 129.882.520

262.593.983 265.044.652Changes in operating assets and liabilities:

Debtors (94.578.213) 114.640.794 Inventory (2.237.085) (128.993)Deferred charges (7.042.291) (61.207.771)Suppliers 16.217.251 3.336.391 Accounts payable (95.215.189) (79.815.152)Tax, liens, and fees (13.746.930) 23.370.781 Labor liabilities (obligations) 1.304.739 2.086.188 Estimated liabilities and provisions 9.333.569 (6.400.749)Deferred income 102.570.644 (48.653.673)Advances received 8.585.071 29.437.527

Net cash (used in) provided by operating activitiesactividades de operación 187.785.549 241.709.996

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A.

Cash Flow Statement FOR THE YEARS ENDING DECEMBER 31 OF 2014 AND 2013 (In thousands of Colombian pesos)

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2014 2013Cash flow from investment activities:

Purchase of investments 85.902.798 23.722.403 Acquisition of property and equipment (116.618.967) (20.345.854)Increase in intangibles (145.158.930) (72.233.423)Fulfillment of other assets 90.365 972

Net cash (used in) provided by investment activities (175.784.734) (68.855.902) Cash flows from financing activities:

Financial obligations (7.357.151) 69.696.261 Minority interest 30.642.534 (12.779.708)

Return of paid-in capital (5.411.441) -Payment of dividends (55.843.246) (86.044.589)

Net cash provided (used) in financing activitiesde financiamiento (37.969.304) (29.128.036)

Aumento, neto de efectivo y equivalentes de efectivo (25.968.489) 143.726.058 Efectivo y equivalentes de efectivo al inicio del año 198.655.393 54.929.335 Efectivo y equivalentes de efectivo al final del año 172,686,904 198,655,393

The accompanying notes are an integral part of the financial statements.

Víctor Manuel Cruz Vega Guillermo Tuta Aponte Jorge Eliecer Moreno UrreaLegal Representative Certified Public Accountant Statutory Auditor(See attached certification) Professional License No.20826 - T Professional License No 42619-T (See attached certification) (See attached certification)

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NOTE 1 - OPERATIONS AND SUMMARY OF THE PRINCIPAL ACCOUNTING POLICIES

Consolidated Companies – the Comapny Organizacion de Ingenieria Internacional S.A. - Grupo S.A. (The head Company) was incorporated by Public Deed No. 1920, of July 16, 1992, of the No-tary Public 42 of Bogota, and its term of duration expires on December 31, 2100.

The corporate purpose of the consolidated companies is the study, carrying out, financing, and exploitation, by itself or in partnership with third parties, of all activities and works related to en-gineering and architecture, in all their manifestations, modalities, and specialties, within or out-side the country. The advancement, creation, and development of financial entities or not, whose intended objective is to realize or support the activities related to engineering, architecture, or the construction industry. The investment, in any name, of its own resources in other legal entities, funds, or autonomous equities, with the purpose of obtaining a profit. Subscribe and execute concession contracts with government or private entities of any order. The economic exploitation of collection activities of any nature, and their related activities. The structuring, management, and execution of projects related to the exploitation, production, distribution, and commerciali-zation of hydrocarbons and gas of the mining petrochemical industry, as well as the exploitation, generation, distribution, and commercialization of all kinds of energy.

Because it is an issuer of securities and has capital registered in the Colombian Stock Exchange, Grupo Odinsa S.A. is controlled by the Colombian Superintendence of Finance (the Colombian regulatory entity in charge of supervising public issuers).

Description of the Subordinates:

a. Autopista de los Llanos S.A.

The company´s corporate purpose is the conclusion and implementation of a governmental concession contract in order to perform the designs and improvement works - rehabilitation, operation, and mainte-nance of the roads: Villavicencio - Granada, Villavicencio - Puerto Lopez, and Villavicencio - Cumaral in the department of Meta. In January 2015 Addendum 10 is signed with the Agencia Nacional de Infraestructura (National Infrastructure Agency) - “ANI” agreeing on activities aimed at reversing of the Concession Con-tract 446 of 1994, for which it agrees to extend the term of the concession until at most October 20, 2015. During the period of reversion, the Concessionaire continue the administration, operation, and mainte-nance of the concessioned roads.

2014 2013Assets 62,094,412 140,592,599Liabilities 6,642,410 22,730,132Equity 55,452,002 117,862,467Net profit (Loss) for the period (3,404,010) 33,268,867Shareholding Percentage 68,46% 68,46%

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A.

Notes to the Consolidated Financial StatementsFOR THE YEARS ENDING DECEMBER 31, 2013 AND 2014(Amounts expressed in thousands of Colombian Pesos, except when in reference to exchange rates, US dollar amounts, number of shares)

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b. Odinsa Proyectos e Inversiones S.A.

The company’s corporate purpose is the urbanization of plots of land, construction of all kinds of engi-neering and architectural projects, both public and private works, nationally and abroad, and the renting and management of property, both company owned or owned by a third party. Since June of 2011, Odinsa Proyectos e Inversiones S.A. has been executing the contract 250, signed with INVIAS.

2014 2013Assets 102,492,208 104,143,486Liabilities 10,449,023 14,332,744Equity 92,043,185 89,810,741Yearly Liquid income 13,977,785 13,808,589Shareholding percentage by Grupo Odinsa S.A. 89,65% 89,65%Shareholding percentage by Odinsa Servicios S.A.S. 10,00% 10,00%

c. Odinsa Servicios S.A.S.

The company´s corporate purpose is offering horizontal and vertical road signage for concessions and other entities, both private and public.

2014 2013Assets 12,830,476 12,013,737Liabilities 1,371,410 1,236,248Equity 11,459,066 10,777,490Net profit for the period 1,732,239 1,242,836Shareholding percentage by Grupo Odinsa S.A. 85,00% 85,00%Shareholding percentage by Odinsa Proyectos e Inversiones S.A. 15,00% 15,00%

d. Autopistas del Café S.A.

The company´s corporate purpose is the construction of public works thru the concession model, in the Colombian Coffee Axis region, as well as the development in parts or in the totality of public and/or private works under any other system different from the concessions model.

2014 2013Assets 191,626,115 178,585,315Liabilities 75,108,270 111,705,716Equity 116,517,845 66,879,599Net profit (loss) for the period 58,634,653 6,375,320Shareholding percentage 61,921% 61,921%

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e. Constructora Bogotá Fase III – CONFASE S.A.

The sole corporate purpose is the conclusion and implementation of the public works contract, under the terms of the Public Tender No. IDU – LP-DG - 022 -2007 Group 3, which refers to the execution of the Construction works and activities necessary for the implementation of some sections of the transport system Transmilenio in Bogotá D.C. At present it is in a maintenance stage, during the next five years.

2014 2013Assets 71,217,214 74,132,924Liabilities 83,732,282 84,465,149Equity (deficit) (12,515,068) (10,332,225)Net profit (loss) for the period (1,686,245) (11,126,523)Shareholding percentage by Grupo Odinsa 50,00% 50,00%Shareholding percentage by Odinsa Proyectos e Inversiones S.A. 1,00% 1,00%

The Company maintains under deferred items, pending costs to bill and which make part of the claim pro-ceeding that has been filed with the Institute of Urban Development (Instituto de Desarrollo Urbano) - IDU thru a Court of Direct Arbitration in early 2013 for a value of $ 50.685 million.

Following the closing of the fiscal year 2014, on February 10, 2015, by arbitration award offered by the first arbitration tribunal convened to settle contract disputes with the Institute of Urban Development - IDU and TRANSMILENIO, the IDU was sentenced to pay CONFASE S.A. the sum of $16,227 million.

f. Caribbean Infrastructure Company (CIC)

Is a company domiciled in Aruba. Its corporate purpose is offering construction services in the roadways of Aruba, constituted with an initial investment of AWG $10,000, equivalent to US$5,618, with payment pending. In 2014 the consolidation process with this company was initiated.

2014 2013Assets 7,612,306 10,805Liabilities 7,598,864 -Equity 13,442 10,805Net profit (loss) for the period - -Shareholding percentage 100% 100%

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f. Odinsa Holding Inc.

Is a commercial public limited company (sociedad anónima) domiciled in the British Virgin Islands, in-corporated under the Public Deed No. 465395 of October 5, 2001. The company was incorporated with the intention to participate in projects in the various branches of engineering within an international sphere, with an initial investment of US$150,000. In September of 2002 its authorized capital increased to US$200,000.

2014 2013Assets 606,442,663 396,095,971Liabilities 119,246,515 51,730,451Equity 487,196,148 344,365,520 Net profit (loss) for the period 46,229,477 39,472,402Shareholding percentage 100,00% 100,00%

Additionally, by developing its foreign contracting in road construction and operation, and investment, this subordinate company has been expanding since 2009 with investments in foreign companies, making it the parent company for eight companies with the following financial situation:

g. Quadrat Group Inc.

Company incorporated in the British Virgin Islands in 2007. This company is made up by Odinsa Holding Inc., with a 100% shareholding. Its corporate purpose is that of investor and construction subcontractor in Dominicana de Vías Concesionarias S.A. - DOVICON S. A. and in Dominican Republic.

2014 2013Assets 12,953 13,122Liabilities 20,570 11,752Equity (7,617) 1,370 Net profit (loss) for the period (5,978) (73,682)Shareholding percentage 100,00% 100,00%

- Autopistas del Oeste S. A.

This concession company’s corporate purpose is road construction in the Dominican Republic, thru the company VIADOM S.A. This project was returned to the Dominican government in 2013 and it settled the results among its shareholders. As of April 1, 2014 they performed temporary cessation of the company with to the respective administration.

2014 2013Assets 22,924 95,035Liabilities 93,026 108,981Equity (deficit) (70,102) (13,946)Net profit (loss) for the period (38,609) 311,859 Shareholding percentage by Odinsa Holding Inc. 80,00% 59,00%

In December of 2014 Marjoram Riverside S.A., divests its 20%, shareholding of this company to its parent company, Odinsa Holding Inc.

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- Generadora del Pacifico S. A.

Company incorporated in Chile. The following companies have a shareholding in this company: Odinsa Holding Inc. with 51.24%, IC Advisor with 8.53%, Kevran with 11.18%, and Saturde with 5.33%. Its corpo-rate purpose is power generation.

2014 2013Assets 92,436,313 69,591,398Liabilities 70,186,325 56,084,175Equity 22,249,988 13,507,223 Net profit (loss) for the period 5,478,665 2,471,991 Shareholding percentage 51,24% 51,24%

- Marjoram Riverside S. A.

Company acquired in the Republic of Panama in 2011. This company was bought by Odinsa Holding Inc., as an investment vehicle in Autopista del Oeste S.A.

2014 2013Assets - -Liabilities 37,470 39,743Equity (deficit) (37,470) 39,743)Net Profit (Loss) 18,686 51,329 Ownership Percentage 100,00% 100,00%

- Generadora del Atlántico S. A. - “GENA”

The company’s corporate purpose is the generation of energy in Panama. This company is a direct subor-dinate of Odinsa Holding Inc. since December 2012, the month in which the loans and interest are capitali-zed in US dollars which GENA owed to Odinsa Holding (US$79,495,978), Grupo Odinsa (US$7,501,322) and Odinsa Proyectos e Inversiones (US$9,217,944).

2014 2013Assets 550,358,627 394,305,363Liabilities 243,787,044 176,863,530Net profit (loss) for the period 306,571,583 217,441,833 Net profit for the period 28,770,894 19,136,156 Shareholding percentage

Odinsa Holding Inc. 50,3414% 50,3414%Grupo Odinsa S.A. 4,1841% 4,1841%Odinsa Proyectos e Inversiones S.A. 5,1419% 5,1419%

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Regarding the lawsuit filed by Pro Energy Services International, initiated in the year 2013, the Internatio-nal Court of Arbitration of the International Chamber of Commerce (ICC) issued the ruling of the arbitra-tion award on December 18, 2014, sentencing “GENA” and the other defendants in solidarity to pay a worth of US $15.653 million. At an Extraordinary General Assembly of Shareholders held on January 26, 2015 the Shareholders resolved that the US $11,249,000 claimed to be recorded as part of the cost of investment of installation of generation units, and that the remaining US $4.504 million corresponding to legates expenses be borne by the Partners; by agreement of the Partners who had established a legal fund and which presents the following Clause “The gains or losses arising from such courts shall be assumed by the shareholders in proportion to their share in the paid-in capital of “GENA” before its capitalization on December 2012”. For purposes of the above, once the arbitral award is signed, at a meeting of sharehol-ders will be convened at which the it will be defined the form in which the Shareholders will receive (in the case of a positive) or contribute resources (in the case of a negative result); As a result of the latter Odinsa will have a credit balance to date determined at US $1.448 million.

-Inversiones y Administración Portuaria S.A.

Investment vehicle having shares in the Sociedad Portuaria de Santa Marta S. A. in Colombia, acquired in 2012 through the investments it had in Inversiones Comerciales Exportadoras S.A.S. and Inversiones de Infraestructura y Operaciones Portuarias S.A.S.

This investment aims to venture into the maritime port sector.

2014 2013Assets 11,313,994 10,327,595Liabilities 20,810 9,634Equity 11,293,184 10,317,961 Net profit (loss) for the period 832,016 1,498,594 Shareholding percentage 100% 100%

Exportadora de Servicios Portuarios S.A.

Investment vehicle with shares in the Sociedad Portuaria de Santa Marta S. A. in Colombia, which were acquired in 2012 through the investment it held in Puertos y Valores S.A.S.

Just as Inversiones y Administracion Portuaria S.A., it is domiciled in Panama and they are 100% subor-dinates of Odinsa Holding Inc.

2014 2013Assets 2,480,813 2,267,331Liabilities 20,810 9,634Equity 2,460,003 2,257,697 Net profit (loss) for the period 172,080 292,888 Shareholding percentage 100% 100%

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La Concepción Advisors Corp.

Investment vehicle which Odinsa Holding Inc. uses to satisfy its credit needs in the company Generadora del Atlantico S.A. As of 2014 the process of consolidation with this affiliated began.

2014 2013Assets 99,565,507 78,168,555Liabilities 99,445,884 78,072,213Equity 119,623 96,342Net profit (loss) for the period - -Shareholding percentage 100% 50%

Effect of the consolidation on the Parent company´s financial statements:

2014 2013

Concept Individual Consolidated Variation Individual Consolidated Variation

Assets 1,391,967,110 2,697,016,648 1,305,049,538 1,211,457,643 2,507,652,868 1,296,195,225

Liabilities 515,715,974 1,631,046,702 (1,115,330,728) 481,914,262 1,606,650,771 (1,124,736,509)

Equity 876,251,136 875,454,555 796,581 729,543,381 741,129,240 (11,585,859)

Profit 102,200,030 102,200,030 - 83,041,821 91,696,037 (8,954,216)

Minority Interest - 190,515,391 (190,515,391) - 159,872,857 (159,872,857)

Accounting practices and policies

For its accounting records and for the preparation of its financial statements, the Company complies with the generally accepted accounting principles in Colombia established by the Superintendence of Finance (the Colombian regulatory body overseeing Companies), and by other legal norms. Said principles might differ in certain aspects from those established by other Governmental controlling bodies. Hereafter, the principal accounting policies and practices which the Company has adopted in accordance with the afore-mentioned are described.

Monetary unit

In accordance to legal requirements, the monetary unit used by the Company is the Colombian peso.

Accounting period

The Company has defined, according to by-laws, to have a cutoff date for its accounts, prepare and disse-minate its financial statements of general purpose once a year, up to December 31st.

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Consolidation Principles

The company must prepare the financial statements of general purpose without consolidating, which are submitted to the General Assembly of Shareholders and they serve as the basis for the distribution of profits; additionally, the Commercial Code requires the preparation of consolidated financial statements of general purpose, which are also presented to the General Assembly of Shareholders and submitted for approval, but serve no basis for the distribution of profits

The consolidated financial statements include the accounts of Grupo Odinsa S. A. and its subordinates in Colombia; Autopistas del Café S. A.; Autopistas de los Llanos S. A.; Constructora Bogotá Fase III – Confase S.A.; Odinsa Servicios S. A. S.; Odinsa Proyectos e Inversiones S. A.; Puertos y Valores S. A. S.; Inversio-nes Comerciales Exportadoras S. A. S.; Inversiones de Infraestructura y Operaciones Portuarias S. A. S.; as well as its companies abroad: Odinsa Holding Inc.; Generadora del Pacífico S. A.; Generadora del Atlántico S.A.; Quadrat Group Inc.; Autopistas del Oeste S. A.; Marjoram Riverside S. A.; Exportadora de Servicios Portuarios S. A.; Inversiones y Administración Portuaria S. A.; and La Concepcion Advisors S.A, all complying with the following characteristics:

• More than 50% of the capital belongs to the parent company, directly, through an intermediary or through the assistance of its subordinates or the subordinates thereof.

• The parent company and its subordinates have, either jointly or individually, the right to issue the constitutive votes of the minimum deciding majority in the maximum governing body, or have the number of votes needed to elect the majority of the members of the Board of Directors.

• The parent company, directly, through an intermediary or through the assistance of its subordinates, regarding an act or transaction with the controlled company or with its partners, exercises dominant influence in the decisions of the governing bodies of the Company.

• All accounts and significant transactions performed between these companies have been eliminated in this consolidation.

The consolidated financial statements have been prepared in accordance with accounting principles ge-nerally accepted in Colombia, using the global integration method, in accordance with the provisions of Communiqué 002 of 1998 issued by the Superintendence of Finance.

Homogenization of accounting policies and methods

In cases where the Company and its subordinates use different accounting policies or methods for simi-lar transactions and events in similar circumstances, the financial statements of the subordinate will be adjusted in the working papers prepared for this purpose. If the adjustments lack a relative importance they may be omitted, provided this is disclosed. The aforementioned is in accordance with the joint com-muniqué of the Superintendence of Corporations No.100-000006 of 2005.

Temporary Investments and permanent investments

The provisions determined by the Superintendence of Corporations require that the investments owned by the Company be classified according to any intention of being realized by the management in negotiables, before the term of three years, and permanents after three years, and according to the returns generated on fixed income and variable income investments; once classified the investments are recorded and va-lued in the following manner:

a. The fixed income investments (debt rights), independent of their classification as negotiable or per-manent, are initially recorded by their acquisition cost and are valued monthly by their realizable value

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determined based on their market value on the exchange or, in its absence, based on the internal rate of return of each security calculated at the time of purchase; the resulting adjustment is taken to the income statement.

b. The variable income investments in stocks or equity shares in entities not controlled by the Company are registered at cost adjusted for inflation up to December 31,2006, and are valued monthly at their realizable value; the resulting adjustment, whether positive or negative, is recorded in the statement for valorizations in the asset with credit or charge to appreciations in the equity, as the case may be; for investments classified as permanent for those investments classified as permanent the resulting adjustment whether positive or negative is recorded in the valorization account in the asset with a credit or charge to appraisal surplus in equity, as the case may be; for investments classified as ne-gotiable, if the resulting adjustment is negative, they are recorded as a provision affecting the income.

The market value is determined, for stocks with high or medium trading volume traded on the exchan-ge, based on their average quotes during the past month, and for those with a low trading volume or that are not listed on the exchange, based on their intrinsic value.

c. In accordance to the Decree No. 4918 of 2007, the variable income investment in subordinates abroad must be stated in the operative currency, using the current exchange rate and recording the resulting difference between the book value of said assets and its value restated as a greater or lesser value of the equity in the accounts where the movements of the other equity accounts are recorded. When these investments are realized, the adjustments for the difference in the exchange rate that has been registered in the equity will affect the results of that period.

Inventories

The inventories are accounted for at acquisition cost. Their value is determined via the weighted average method, which is reduced to its net realizable value, if this is lesser.

Properties and equipment, net

They are accounted for at cost (adjusted for inflation up to December 31, 2006) which as necessary inclu-des charges for financing expenses or currency exchange. The sales and retirement of these are offloaded at the respective net adjusted cost, and the difference between the sale price and the net adjusted cost are charged to the income statement.

Depreciation is calculated using the straight-line method, on the cost adjusted for inflation, based on the estimated useful life of the assets at annual rates of 5% for buildings and construction; 10% for machinery and equipment, office equipment; and 20% for computer equipment and communications, and vehicles and transport equipment and river or maritime.

Repairs and maintenance of these assets are charged to the income statement, while improvements and additions are appended to the cost thereof.

Leasing Contracts

The contracts for financial leases are capitalized as intangible assets, recognizing the respective financial obligation, if its structure clearly indicates that it is acquiring an asset. It is depreciated over the life of the contracts or the useful life of the asset, whichever is lesser.

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Deferred Charges

Deferred charges are accounted for at cost and principally include:

• Project studies and research: corresponds to expenses incurred in the fulfillment of the proposals thru the mechanism of the Public-Private Partnerships, which are amortized once the result of the proposal is known.

• Deferred income tax debit: corresponds to the temporary differences between the private settlement of the income tax and the accounting records.

• Equity Tax: corresponds to the tax generated on January 1, 2011, which was paid in eight installments (two installments per year) over four years.

• The costs and expenses of the concessions originated during the stages of design and construction, and the costs generated in the operations stage of the roadways, which are amortized during the term of the concession contract and from start of operations stage.

Valuation of Assets

The valuations correspond to:

a. Excesses between the realizable value determined by appraisals of recognized technical value and the net book value of property and equipment. The devaluation of property and equipment is registered directly in the income statement as an expense for the period.

b. The valorizations of investments that are part of shareholders’ equity, including surpluses in the com-mercial or intrinsic value of permanent investments at end of the period over their net cost adjusted for inflation and by the equity method, as be the case. When the realizable value in non-controlling permanent investments is lower than the book cost, the difference decreases the valorization to its amount; and in the event it is greater, that value is considered a devaluation, without prejudice that the net balance might be of a contrary nature.

These valuations are accounted for in separate accounts within the assets and as an appraisal sur-plus, which is not susceptible to distribution.

Intangibles

Mainly related to real estate trusts and goodwill generated by the excess between the amount paid on the purchase of shares and the net book value of the assets and liabilities received in subordinate companies. This goodwill is amortized over a period of 20 years using the straight-line method from the date of pur-chase of the above mentioned shares.

Labor liabilities (obligations)

Labor liabilities (obligations) are adjusted at the end of each accounting period based on the legal stipula-tions and labor agreements in force.

Income tax

The income tax is determined based on estimates. The provision for income tax charged to the income statement includes, in addition to the tax on the taxable income for the accounting period, that applicable

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to the temporary differences between the book balance and the tax treatment of certain items. The tax on such differences is recorded in the deferred income tax credit and debit accounts, as applicable.

Accounting estimates

The preparation of the financial statements in accordance with the generally accepted accounting princi-ples requires the management of the Company to register estimates and provisions that affect the repor-ted values of the assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements. The real results may differ from said estimates.

Contingencies

Certain contingency conditions may exist to the date that the financial statements are issued, which may result in a loss for the Company, but which will only be determined in the future when one or more events happen or may occur. Such contingencies are estimated by management and its legal counsel. The esti-mated loss contingencies necessarily involve an exercise of judgment and are a matter of opinion. In esti-mating the loss contingency in legal proceedings that are pending against the Company, the legal advisors assess, among other aspects, the merits of the claims, the jurisprudence of the courts involved, and the current status of the proceedings.

Off-Balance sheet items

Off-balance sheet items recorded include outstanding commitments that have not been formalized and contingent rights or responsibilities, such as securities received in custody or warranty; goods and assets held by third parties, and goods received in financial leasing; bank guarantees and lines of credit; and liti-gation and claims whose resolution is uncertain. On the other hand, off-balance sheet items determined as fiscal are used to record differences between accounting data, and data for tax purposes.

Acknowledgement of income and expenses

Los ingresos operacionales se obtienen de tres fuentes así:

a.Those generated thru Consortiums thru the construction and maintenance of civil works derived from fixed price contracts, and are recorded in the income statement according to the POC (percentage of completion) method, measured with reference to the percentage completed and the real costs incu-rred in the period in relation to the total costs budgeted for the EPC contract.

EPC contract costs correspond to those costs directly stated in the contract, as well as those related to the contracting activity in general, and any other costs that may be charged to the contract; these costs are carried over to the income statements based on the accrual system.

b. Those generated from fees in the provision of services in toll operation contracts, and the provision of technical, administrative, and financial consultancy, which are recorded by monthly accrual in the income statement.

c. Those generated thru the implementation of the cooperation contract concluded between Grupo Od-insa S.A. and Odinsa Proyectos e Inversiones S.A., as a requirement of the Toll tender with INVIAS, Contract No. 250 of 2011.

d. The income from concessions is recognized from the start of operations stage.

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Consortia

As of December 31, 2011, in compliance with the External Communiqué No. 115-000006 of the Super-intendence of Companies, whereby the members of partnership contracts, including consortia and joint venture, must include in their financial statement (balance sheet) the assets and liabilities, according to their percentage of shareholding in these economic entities. Before the enforcement of the communi-qué referenced above, the tax legislation thru Law 223 of 1995, defined the requirement for members of consortia and joint venture to include in their accounts and report the income, costs, and expenses that correspond to them, in accordance with their shareholding in the incomes, costs, and expenses of the consortium or joint venture.

Cash equivalents

For the purposes of presenting the cash flow statement, the Company has classified under the heading of cash equivalents those investments with maturities of three months or less from the date of their initial issuance.

Regulatory changes

Para propósitos de la presentación en el estado de flujos de efectivo, la Compañía clasifica en el rubro de equivalentes de efectivo, inversiones con vencimiento de tres meses o menos contados a partir de la fecha de su emisión inicial.

Cambios Normativos

On December 29, 2012 the Ministry of Commerce, Industry, and Tourism issued Decree 2784, and on December 27, 2013 the same body issued Decrees 3023 and 3024, which regulate Law 1314 of 2009, esta-blishing the technical regulatory framework for those preparing financial information that conform Group 1: Issuers of securities, public entities, and large entities that meet certain parameters defined by these provisions.

The new technical accounting framework was developed based on International Financial Reporting Stan-dards – IFRS, International Accounting Standards –IAS, the SIC interpretations, the IFRIC interpretations, and the conceptual framework for financial information issued, in Spanish on January 1, 2012, by the International Accounting Standards Board- IASB.

According to the schedule of implementation, 2013 was a period of preparation to define the implementa-tion plans and the year 2014 was the transition period in order to, in 2015, fully adopt the new regulatory framework, requiring preparing its opening statement of financial position to January 1, 2014 under the new regulations, and therefore throughout the year 2014 the transition takes place, with the simultaneous application of the existing and the new accounting standards.

The latest official financial statements in accordance with Decree 2649 and 2650 of 1993 are those which correspond to the financial year ending December 31st, 2014, and the first financial statements under the new regulations will be those of the year 2015 which will require a comparison with the transition Infor-mation for the year 2014.

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NOTE 2- FOREIGN CURRENCY BALANCES

The existing basic standards in Colombia allow for the free negotiation of foreign currency through banks and other financial institutions at free market exchange rates. However, most foreign currency transac-tions still require compliance with certain legal requirements.

Transactions and balances in foreign currencies are converted into Colombian pesos at the representative market exchange rate, certified by the Superintendence of Finance of Colombia, which was utilized to prepare the financial statement. The exchange rate used to adjust the remaining balance in US dollars to December 31, 2014 was $ 2,392.46 COL (2013 - $1,926.83) for US$1 and $44.36 (2012- $42.66) for RD $1, respectively.

As of December 31, 2014 and 2013, the Company presents the following assets in foreign currency, which are recorded in their peso equivalent:

2014 2013

Dominican Reales $ US $

Equivalent in thousands of

pesosDominican Reales $ US $

Equivalent in thousands of

pesosAssets 425,021 316,077,417 756,202,577 2,117,449 248,232,114 478,396,724

NOTE 3- AVAILABLE

Available up to December 31st comprised:

2014 2013Cash 80,687 78,158Banks (2) 73,818,341 167,923,504Savings accounts (2) 43,085,670 11,304,217Fiduciary rights (2) 8,335,212 281,993Funds (2) 5,202,825 6,488,430Consortia (1) 1,675,812 1,306,176Total 132,198,547 187,382,478

(1) Available originating from affiliates and consortia comprised:

2014 2013Constructor Nuevo Dorado Consortium 824,781 306,591Imhotep Consortium 19,755 379,420Opain maintenance Consortium 340,962 206,350Odival Consortium 35,937 39,549Other consortia 454,377 374,266

1,675,812 1,306,176

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(2). 2)For 2014 the available to the affiliates was mainly found in Autopistas del Cafe S.A. y el fideicomiso Autopistas del Cafe for a value of $56,301,552 (2013 - 71,110,216), Autopistas de los Llanos S. A. and the trust Autopistas de los Llanos for $42,504,927 (2013 - $81,932,052), Constructora Bogota Fase III for $1,922,239, Generadora del Atlantico S.A. por $5,609,762; Grupo Odinsa S.A. for $7,411,338 (2013 - $10,143,652); Odinsa Proyectos e Inversiones S. A. and for $10,830,389, Odinsa Servicios S.A.S. for $1,138,823 and Generadora del Pacifico S.A. for a value of $ 3,342,190.

No restrictions exist regarding the balances of the available up to December 31st 2014 and 2013.

NOTE 4- Investments

The investments up to December 31st comprised::

2014 2013TemporaryFixed-Term Certificates of Deposit and other titles (1) 34,999,045 6,515,992Fiduciary rights in Current funds (1) 5,427,263 3,042,051Shares in Internet por Colombia S.A. (1) 51,489Shares in Internet por America S.A. (1) - 1,486,405Consortiums 62,049 176,978

40,488,357 11,272,915

1) The balance outstanding corresponds basically to the shareholding held by Fideicomiso Autopistas de los Llanos in the open joint portfolios of BBVA, set investments correspond to sums in favor of the Nationsl Agency for Infrastructure (Agencia Nacional de Infraestructura — ANI) in accordance to the addendum No. 9 of November 23, 2013.

2) In March of 2014 the sale of the shareholding in the companies Internet por Colombia S.A. and Inter-net por America S.A. was completed to Anditel S.A.S. for a value of $2,465,880. In the 2014, dividends were received from these affiliates for a sum of $320,091.

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Shareholding 2014 Shareholding 2013Company Autopistas del Nordeste C.A.(1) 42,50% 142 42,50% 114Vias de las Americas S.A.S. 33,34% 8,666,668 33,34% 8,666,668Metrodistrito S.A. 15,00% 20,634 15,00% 20,634Sociedad Portuaria de Santa Marta (3) 11.99% 9,037,828 11,87% 8,428,676Santa Marta Paraguachon S.A.(4) 40,82% 15,292,891 40,82% 15,292,891Proceat S.A. 3,51% 461,209 3,51% 461,209Autopistas del Nordeste (Cayman) 42,50% 1,270,614 42,50% 1,023,556Boulevard Turistico del Atlantico S.A.(1) 42,50% 158,788 42,50% 127,884Opain S.A. (2) (4) 35,00% 36,611,450 35,00% 36,611,450Norein S.A. 47.00% 23,498 47.00% 23,498Aerotocumen S.A. (2) (4) 50.04% 11,962 50.00% 9,634Consorcio Dovicon 0 & M (1) 40.50% 4 40.50% (2)Consorcio Dovicon EPC (1) 40.50% 2,003 40.50% 1,591JV dovicon 0 & M S.A.S (1) 40.50% 6,670 40.50% 5,421JV dovicon EPC S.A.S (1) 40.50% 339 40.50% 321JV Proyecto BTA S.A. (1) 42.50% 2,292 42.50% 1,914JV Proyectos ADN S.A. (1) 42.50% 2,292 42.50% 1,914CCI Marketplace S.A. 0,21% 4,028 0,21% 4,028Concesion La Pintada S.A.S 25,00% 50,000 0,00% -La Concepcion Advisors. (5) 0,00% - 50,00% 48,171Grupo Energetico del Caribe 0,00% - 50,00% 9,634Fabricato S.A. (6) 0,00% 352,771 0,00% -Hatovial S.A.S. (4) 22,21% 2,890,892 22,21% 2,890,892Dovicon S.A. (1) 39.90% 95,703 39.90% 73,364Subtotal permanent investments 74,962,678 73,703,462Shareholding accounts -consortia - 507,650Total non-controlled permanent investments 74,962,678 74,211,112

(1) Represents the investment made by Odinsa Holding Inc. for attending to the progress of the contract in the Dominican Republic with the Sociedad Concesionaria Autopistas de Oeste.

(2) Investments in airport construction.

(3) Investments in the maritime port industry

(4) In 2014 other dividends were received from Hatovial S.A.S. for $1,153,750 (2013 -$5,329,206), Aeroto-cumen S.A. in 2013 for $240,854 and Opain in 2013 for $4,343,594.

(5) In 2013 the investment was recorded under the cost method, and from the month of September 2014 a 50% shareholding was acquired from the company La Concepcion Advisors Corp., obtaining a 100% shareholding recorded from this date under the equity method.

(6) On August,157,809 shares of Fabricato S.A. were received as payment of dividends by the consortium Consorcio Constructor Aburre Norte - COCAN.

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NOTE 5 – DEBTORS

As of December 31, debtors included:

2014 2013Short-term Clients 45,355,274 66,307,666Business checking accounts (1) 16,920,437 16,542,076Accounts receivable from shareholders and affiliates 3,006,808 4,490,659Accounts receivable from employees and others 123,633 299,864Retainers and advances (2) 18,660,191 17,874,636Claims outstanding - 5,710Tax advances 49,849,547 9,203,944Deposits receivable (6) 7,188,762 224,246Withholdings on contracts (7) 19,128,558 14,912,354Income receivable (4) 117,714,153 96,248,609Various Debtors (5) 75,144,297 46,710,486Loans to particulars (3) 62,945,316 11,433,159

416,036,976 284,253,409Less- Provision for doubtful debt 6,646,318 7,516,875

409,390,658 276,736,534Long-termVarious Debtors (5) 10,092,377 7,322,371Deposits receivable (6) 250,691,339 253,940,518 Accounts receivable from related parties - 104,750Income receivable (4) 16,636 -Accounts receivable from employees 30,000 -Loans to particulars (3) 5,227,468 42,766,113 266,057,820 304,133,752

(1).Corresponds to balance due from debts in favor of the Company, in terms of commercial relationships with the trusts that manage the autonomous equities for the concessions, and which whom ongoing contracts are in force, which provide the rights to reimbursement of payments on their behalf regar-ding road operations. In addition, it includes sums receivable from affiliates which are Vias de las Americas for the sum of $1,430,000, Santa Marta Paraguachon for the sum of $1,148,400, JV Proyec-tos for the sum of $3,077,531, Valorcon for the sum of$ 2,480,072, Odival for the sum of$ 3,224,590, and consortia for $ 3,703,119.

(2) This item comprises advance payments to suppliers, contractors and guaranteed deposits in Gru-po Odinsa S.A., the balance is $3,313,997 (2013, $4,309,155), and by consortia including $14,460,763 (2013410,173,553); Autopistas del Cafe S.A., reocding a sum of $61,808 (2013 4809,009) by Confase S.A., a value of $710,971 (2013 -$774,214, and by Autopistas de los Llanos a value of $20,830 (2013- $41,428,053), in other companies recording a total sum of $91,822 (2013 - $380,652).

(3) Corresponds mainly to a loan from Odinsa Holding Inc, to Autopistas del Nordeste Cayman for the sum of $28487,607, and to Boulevar Turistico del Atlantico for $36,794,468 (2013 - 29,633,383) and Aerotocumen S. A., for the sum of $1,539,149.

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(4) Corresponds to the balance receivable of the Billings issued by the companies in construction and operation contracts, and interests on loans. In Grupo Odinsa S. A. the balance is $ 45,715,211 which is basically comprised by Vias de las Americas for $4,320,080and also registering the dividends recei-vable to Hatovial S. A. S. for 2013 - $2,265,720, Additionally, as a result of applying the method of per-centage completion of the project, the Company recorded in 2014 y 2013 estimated income as follows: Consorcio Constructor Nuevo Dorado $1,521,608 (2013 - $19,532,863) and in Imhotep for $4,873,236 (2013 - $1,737,896) and other income receivable from Aerocotumen for $269,151, Caribbean $64,515, Inversiones e Infraestructura for $202,009, and Murcia Murcia S. A. for $968,610. Consorcio Construc-tor Nuevo Dorado for $24,473,444 (2013-$10,189,532), Consorcio Mantenimiento Opain for $895,590 (2013 -$196,568); Odinsa Holding for the amount of $66,896,328 and Constructora Bogota Fase III for the sum of $3,178,811.

(5) Basically corresponds to Grupo Odinsa because in November of 2014 2014, the contribution to equity of the Concession Aburra Norte increase to the sum of $2,040,228 because receivable dividends were capitalized for the years 2012 and 2013, leaving a balance of contribution to equity for this concession as $9,106,389 (2013 - $7,066,161); Autopistas del Cafe for the sum of $ 67,608,417 corresponding to the acknowledgement by the National Agency for Infrastructure (ANI), regarding the future com-mitments of the years 2015 to 2026, and Constructora Bogota Fase III for the sum of $3,821,517. In the year 2013the conseccionaire company Autopista del Café realized a return of indexed risk capital which it had with shareholders. The risk capital was valued at $78,349,798.

(6) Corresponds to payments made for future capitalizations in Opain S.A. for $210,605,751 (2013 -$181,905,751); Vías de las Americas S.A.S. for $35,837,032 (2013-$29,032,663); and Concesion La Pintada S.A.S $2,012,500.

(7) Corresponds basically to withholdings on contracts Consorcio Constructor Nuevo Dorado for $17,932,912 (2013 - $14,514,235); Consorcio Imhotep $1,137,693 (2013-$340,166); Consorcio Mante-nimiento Opain $57,953 (2013 - $57,953).

NOTE 6 – INVENTORIES

Los inventarios de materiales para construcción y obras en proceso al 31 de diciembre comprenden:

2014 2013Odinsa Proyectos e Inversiones S.A. 458,110 -Generadora del Atlantico S.A. 7,631,750 5,483,002Generadora del Pacifico S.A. 736,703 802,417Constructora Bogota Fase III S.A. 107,060 103,419Odinsa Servicios S.A.S. 205,005 59,409Consorcio Constructor Nuevo Dorado 704,567 1,156,821Consorcio Imhotep - 13,534Consorcio CM0 12,492 -

9,855,687 7,618,602

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NOTE 7 – PROPERTY PLANT AND EQUIPMENT - NET

Property, plant, and equipment as of December 31st include:

2014 2013Rural land 3,219,085 2,596,467Constructions in progress 89,553,308 133,769,324Constructions and buildings 30,208,605 24,755,174Office equipment 2,468,575 1,899,331Computer and communications equipment 4,347,767 3,778,144Machinery and equipment(1) 537,567,606 391,924,451Fleet and river and/or maritime equipment 13,500 264,953Fleet and transportation equipment 5,400,072 5,131,901Subtotal 672,778,518 564,119,745Minus - Provision for devaluation 101,429 208,456Accumulated depreciation 85,547,944 63,734,792TOTAL 587,129,146 500,176,497

Total depreciation charged to income statement in the period ending December 31, 2014 and 2013 amounted to $7,166,828 y $12,124,248 respectively.

(1).This account includes the equipment purchased for the operation of the toll concession Odinsa Pro-yectos e Inversiones S.A. and INVIAS, and the plants in Panama and Chile belonging to Generadora del Atalantico S.A. and Generadora del Pacifico S.A., respectively.

Additionally it includes the corresponding shareholding in the consortia.

Assets related to the affiliate Generadora del Pacifico S.A., reported as property, plant and equipment in the amount of $9,414,155 (2013 - $6,359,749) are currently pledged to the Banco de Chile.

NOTAE 8 – INTANGIBLES

Intangibles as of December 31st include:

2.014 2.013Short Term Rights (1) 1,727,488 -

Rights (1) 138,129,699 102,735,382Commercial credit (2) 178,126,849 164,777,345Licenses - consortia - 41,481

316,256,518 267,554,208Less – Accumulated amortization 1,969,351 906,556 314,287,167 266,647,652

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(1) The amount of the trust rights is comprised of: (a) Megaproyecto Tuluá property rights for (17,141,432 (2013 - $16,742,615); assets received in leasing the offices of Calle 26 and the building EGO in Bogota for $23,470,366 (2013 -$8,158,846); common funds for Grupo Constructor AKF for $10,038,887 (2013 $47,161,511); rights acquired in the holding of shares Opain $4,343,594 (2013- $4,343,594)software licenses of Consorcio Constructor Nuevo Dorado 2014 $0 (2013 - $29,350); and the contributions by Shareholders as risk capital, transferred to the autonomous equity trust Autopista de los Llanos 2014 $1,727,488 (2013 - $7,672,218; (b) Machinery and equipment of the project Genpac acquired thru leasing for a value of $68,658,203 (2013 - $55,603,653); fiduciary right in the joint portfolio administe-red by the trust Fideicomiso Fiducoldex S.A. $9,972,456; (c) The investments in shares completed by Inversiones de Infraestructura y Operaciones Portuarias S.A.S, Puertos y Valores S.A.S., in Sociedad Portuaria de Santa Marta S.A., and secured in the trust Fideicomiso P.A.G.O. Sociedad Portuaria for the amount of $2,535,381.

(2) Goodwill corresponds to the excess cost paid on the market price of the net assets purchased during the capitalization of accounts receivable from Compañía Generadora del Atlantico y Sociedad Portua-ria de Panama. Additionally, in December 2013 a goodwill credit in the amount of $52,544,756 was recorded as a result of the purchase of the 11.9132% share in Mincivil and Topco in Autopistas del Café S.A.

NOTE 9 – DEFERRED CHARGES

Deferred charges as of December 31st include:

2014 2013CurrentExpenses paid in advance 36,149,970 29,333,838Deferred charges in concession contracts (1) 775,922,027 786,374,005Charge for monetary correction 8,368 139,348Investigation of projects 10,106,109 8,727,782Improvements in third party properties 5,317,391 -Computer software 3,122,385 -Deferred income tax 4,806,949 1,108,275Equity tax - 2,707,660 835,433,199 828,390,908Minus – long-term portion 772,975,553 783,881,876 62,457,646 44,509,032

1) Corresponds mainly to costs incurred in the Concession projects of some affiliates, principally Auto-pistas del Café S. A. for $725,628,061, which are amortized during the term of the concession, and $ 55,210,954 corresponding to Constructora Bogota Fase III S. A. which represent and account receiva-ble from IDU y Trasmilenio which are being claimed through two arbitrage courts.

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NOTE 10 – OTHER ASSETS

Other assets as of December 31st included:

2014 2013CurrentDiverse 4,742 -

Artwork 11,600 11,600Rights in social clubs 200,000 200,000Diverse - 95,107Non-current 211,600 306,707

NOTE 11- VALUATIONS

Valuations as of December 31 included:

2014 2013Investments 12,575,848 38,400,099Plant, property, and equipment (1) 12,693,711 12,375,612 25,269,559 50,775,711

1) The valuations were carried out by the company Avalúos y Asesorías Industriales Aval Ltda, in Decem-ber of 2013 for the companies Grupo Odinsa S.A., Odinsa Proyectos e Inversiones S.A., and Odinsa Servicios S.A.S., on the basis of their replacement and demerit value.

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NOTE 12 – FINANCIAL OBLIGATIONS

Financial obligations as of December 31 included:

2014 2013Bancolombia (1) 214,210,202 134,612,209BBVA Colombia (1) - 43,113,693BBVA Leasing (2) 9,056,022 6,553,263Scottibank (1) 37,083,128 -Banco de Occidente Leasing - 37,682Bancolombia Leasing (5) 16,424,874 13,185,535Davivienda (3) 13,736,371 132,530,000Banco Bogota New York 8,432,772 -Banco de Bogota Miami (4) - 2,562,950Bancolombia Miami (4) 3,182,302 29,865,865BBVA Colombia (4) 69,837,220 17,148,787Banco de Bogota - 74,059Helm Bank (6) 3,393 13,433,267AA Villas (7) 11,599,074 15,000,000Banco Santander 15,500,000 -Prestamos de capital de trabajo Generadora del Atlantico S.A. (8) 7,051,204 6,640,190Prestamos de capital de trabajo Generadora del Pacifico S.A. (9) 33,090,315 32,004,351Consorcio Imhotep 197,823 -Total financial obligations 439,404,700 446,761,851Minus- long-term portion 257,643,255 356,897,197

181,761,445 89,864,654

(1) Correspond to disbursement of contributions for the future capitalization of Vías de las Américas S.A.S. payable on due date as well as disbursements of contributions for the future capitalization of Compañia Opain with a 36 moth grace period starting disbursement date. The term of maturity is between May of 2016 and November of 2020 with an annual interest rate of DTF +3.3 – 4.4.

(2) Corresponds to the leasing contract for the offices located in the Colombian Chamber of Infrastructu-re (CCI) Building in Bogotá

(3) Loan acquired by the trust Autopistas del Café S.A. in December of 2013 to cancel its obligations to Shareholders.

(4) Loans for work capital obtained by Odinsa Holding Inc., for Generadora del Atlantico S.A. and Genera-dora del Pacifico.

(5) Corresponds to the leasing contract for the construction of the headquarters building of Cra 93 No.91A-30, which was completed on September 2014 and the amendment to the contract Number 141379 signed on December 2014, with maturity on September 2026 and an interest rate of DTF + 2.5

(6) Loan for work capital for Constructora Bogota Fase III S.A.

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(7) Loan for work capital for Grupo Odinsa S.A. with maturity in September of 2015 and an interest rate of DTF + 1.38.

(8) The Company maintains factoring contracts with Banco Aliado S.A. at an interest rate of 7.68%, the balance to date of this loan is for the sum of USD $1,822,809 dollars, which is guaranteed by invoices or receipts from the debtors Gas Natural Fenosa and Elektra Noreste, S. A. (ENSA) in favor of Ge-neradora del Atlantico S. A. Additionally, it maintains factoring contracts with Bladex, at a discount rate of 1.95%, plus closing commission of 0.25%, the balance to date is of USD $1,124,452 dollars, which is guaranteed by invoices or receipts from the debtors Elektra Noreste S. A. (ENSA) in favor of Generadora del Atlantico S. A.

(9) The Company maintains financial obligations with the bank Banco de Chile for leasing with an option to buy, with a balance to date of USD $4,203,999 dollars, and earns an interest at the annual rate of 4,29%; leasing with an option to buy, with a balance to date of USD $2,979,849 dollars, and earns an interest at the annual rate of 8,28%; obligation payable of a financial credit for the amount of USD$6,647,236 dollars, and earns an interest at the annual rate of 7,98%.

The maturity of long term financial obligations is as follows:

2014 20132015 - 8,880,4082016 89,564,993 71,571,7962017 42,895,947 53,530,7312018 40,591,939 53,530,7312019 37,474,563 53,530,731Over 5 years 47,115,813 115,852,799 257,643,255 356,897,196

NOTE 13 – SUPPLIERS

Suppliers as of December 31st included:

2014 2013Short-term suppliers 77,200,813 60,716,020Long-term suppliers 11,898,894 12,166,436 88,099,707 72,885,456

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NOTE 14 – ACCOUNTS PAYABLE

Accounts payable as of December 31st included:2014 2013

Short-term Current commercial accounts - 134,173Accounts payable to contractors 6,755,494 14,918,519Accounts payable to related parties (1) 418,743 1,286,955Dividends payable 47,095 935Costs and expenses payable 9,668,275 8,712,247Installments payable - 37,260Payroll withholdings and contributions 413,471 384,739Tax withholdings 3,097,124 7,757,649Other creditors 17,254,286 7,681,684

37,654,488 40,914,461

Accounts payable as of December 31st included: 2014 2013Long-termAccounts payable to related companies (1) 34,240,209 125,552,269Costs and expenses payable 18,033 -Installments payable (2) 10,806 -Various creditors 1,429,482 2,101,777

35,698,530 127,654,046

1) Corresponds to accounts payable to related parties for construction contracts, equity contributions, loans, and consortia detailed for each company as follows: Generadora del Atlantico S. A. reports loans to other Shareholders for $17,112,501 (2013 - $88,188,543), Generadora del Pacifico S. A. re-ports loans to Shareholder Saturde for $6,823,539 (2013 - $18,622,001) and Constructora Bogota Fase III S. A. reports loans to other related parties for $6,139,419 and the shareholding in Consorcios en Grupo Odinsa S.A. for $4,433,901.

2) Balance payable for the investment realized in Caribbean Infrastructure Company.

NOTE 15 - TAXES, LIENS AND CHARGES

Taxes, liens, and charges as of December 31st included:

2014 2013Income tax and related taxes 14,899,458 22,588,077Income tax for equality - CREE 10,243,500 8,354,495Tax on sales payable 384,920 535,267Industry and commerce tax 5,678,753 5,218,984Equity tax (*) - 4,542,180Consortium tax payable 556,181 1,566,812

31,762,812 42,805,815

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Income tax and related for occasional gains

The current applicable tax legislation to the Company, state that:

a. As of January 1, 2013 taxable income in Colombia are taxed at the rate of 25% by way of income tax, except for those taxpayers whom by formulated provision handle special rates and 10% of the income originates from occasional gains.

b. The base for determining the income tax cannot be less than 3% of its liquid equity on the last day of the immediately preceding fiscal year.

c. From the fiscal year 2007, and only for tax purposes, taxpayers may annually adjust the cost of the movable and immovable assets who are by nature fixed assets. The adjustment rate will be that set by the Dirección de Impuestos y Aduanas Nacionales (Colombian Tax and Customs Directorate) by resolution.

d. To December 31st, 2013, the Company has neither balances for tax losses nor excesses for presump-tive income to offset ordinary income.

e. There are no new determinations regarding occasional gains, additional, additional to those already established up to December 31st, 2013.

Tax regulations applicable to foreign affiliates:

- Panamá

According to current tax regulations, corporate income tax returns may be subject to review by the tax authorities for the past three years.

Current tax regulations also indicate that the undistributed profits of subsidiaries in the Republic of Pana-ma are subject to a 10% dividend tax at the time of distribution.

Thru Law 8 of March 15, 2010, the Article 699 of the Tax Code was modified, reducing the income tax rate applicable to legal entities. The nominal income tax rate was changed from 30% to 27.5% for 2010 and to 25% by the year 2011 onwards.

Legal entities whose annual taxable income exceeds annually one million five hundred thousand balboas, will pay income tax at the corresponding rate as indicated in the previous paragraph, on the calculation resulting in a greater number between:

• The net taxable income calculated by the traditional method established (income tax rate in force at the date of calculation)

• The net taxable income resulting from applying to the total taxable income the four point sixty-seven percent (4.67%) (alternative calculation of income tax – CAIR for its acronym in Spanish).

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- Chile

The income tax is calculated on the base of taxable liquid income as determined for tax purposes, with an effective rate for the years 2013 and 2014 of 20% and 201% respectively.

Below is a detailed reconciliation between the profit before income tax and taxable income for the years ending December 31st, of the Parent Company.

2014 2013Accounting profit before income tax provision 107,306,395 113,343,756Plus- Taxes and other non-deductible expenses

Industry and commerce tax - 859,851Non-deductible expenses 5,158,002 4,550,425Other taxable income 7,309,791 41,837,938Total items which increase the taxable liquid income 12,467,793 47,248,214

Minus – Provision Reimbursement 285,803 3,056,666Revenue from equity method 95,093,620 68,967,151Industry and commerce tax 62,945 -Exempt income 3,749,105 -Total items which decrease the taxable liquid income 99,191,473 72,023,817

Liquid income (loss) 20,582,715 88,568,153Presumptive income 9,235,934 8,447,009Taxable liquid income 20,582,715 88,568,153

Tax Rate 25% 25%Provision for current income tax (1) 5,145,679 22,142,038

Income from occasional gains 3,039,031 -Taxable occasional gains 3,039,031 -

10% 10%Provision for occasional gains tax (2) 303,903 -

Total provision for income tax and occasional gains tax (1+2) 5,449,582 22,142,038

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Reconciliation of book equity to taxable equity

The following is the reconciliation of book equity and taxable equity for the years ending on December 31st:

2014 2013Book equity 876,251,136 729,543,381Plus (minus) entries that increase (decrease) the equity for taxable pur-poses:Adjustment for fiscal inflation of assets and fiscal readjustments (363,667,483) (235,637,548)Provisions 5,061,044 29,246,502Valorization surplus for assets and investments (4,601,191) (29,602,163)Equity method (95,093,620) (68,968,151)Deferred active income tax (2,671,677) (1,066,583)Deferred passive tax - 591,285Total taxable equity 415,278,201 424,106,723

The income tax statement and related for the tax years 2014 and 2013 are subject to review and acceptance and review by the tax authorities. The Management of the Company and its legal advisors consider that the amounts recorded as payable tax liability are sufficient to meet any claims that could be established with respect to said years.

Income Tax for Equality (CREE)

The existing provisions in force applicable to the Company provide that:

a.As of January 1, 2013, Law 1607 of December 2012 creates the income tax for equality - CREE as the contribution with which companies, legal persons, and similar taxpayers reporting income tax and related to benefit workers, employment generation, and social investment. Non-profit entities, indivi-duals, and companies declared as free trade zones (zonas francas) to the 15 % rate are not liable for the income tax for equality - CREE.

b.The basis for determining the income tax for equity - CREE cannot be less than 3% of their liquid equity on the last day of the fiscal year immediately preceding.

c.The income tax for equity “CREE”, shall have a rate of 9%, in accordance to Law 1739 of December 2014.

d.During the years 2015, 2016, 2017 and 2018, the Law 1739 of December 23, 2014 establishes a sur-charge on the income tax for equity - CREE, which is the responsibility of the taxpayers of this tax and applies to a taxable base exceeding $800 million, at rates of 5%, 6%, 8% and 9% per year, respectively.

e.As indicated in Law 1607 of December 2012, Article 25, effective July 1, 2013, they will be exempt for the payment of of social security and severance contribution in favor of SENA (national trainee servi-ces) and ICBF (national familiar welfare institution), and according to Article 31 of this same Law, as of January 1, 2014, they are exonerated from the contributions to the healthcare system, legal entities and similar filers and payers of income tax and related, for employees who earn individually each less than (10) ten mandatory legal minimum wages , according to the minimum wage in force. This exemption does not apply to those taxpayers not subject to the CREE tax.

f. The taxable base of the income tax for equality CREE will be established by subtracting from gross income those that may increase the equity realized during the fiscal year: refunds, rebates, and dis-counts; and from the figure obtained subtract that which applies to exempt income established in the Colombian Tax Code. Therefore from the liquid income thus obtained will be subtracted the total of

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the costs and deductions applicable to this tax, according to that established in Articles 107 and 108 of the Colombian Tax Code. To the aforementioned it is permissible to subtract certain exempted income which was fiscally set under Article 22 of the Law 1607 of 2012.

g.Since the year 2015, in accordance with the provisions of the Law 1739 of December 2014, tax losses and excess of a minimum base may be offset against future earnings on the income tax for equality CREE, considering the same rules provided for the income tax and supplementary.

2014 2013Profit before the provision for income tax for equality 107,306,395 113,343,756Plus – Taxes and other non-deductible expenses

Industry and commerce tax - 859,851Nondeductible expenses 5,158,002 4,550,425Other taxed income 7,309,791 41,837,938Total items which increase the taxable liquid income 12,467,793 47,248,214

Minus – reimbursement for provisions 285,803 3,056,666Income thru equity method 95,093,620 68,967,151Industry and commerce tax 62,945 -Exempt income 3,749,105 -Total items that decrease the liquid income 99,183,503 72,023,817

Liquid income (loss) 20,590,685 88,568,153Presumptive income 9,235,934 8,447,009Taxable liquid income 20,590,685 88,568,153

Tax rate 9% 9%Provision for current income tax 1,853,162 7,971,134

Configuration of expenditures and liabilities (credit balance) of Income Tax and supplementary for occa-sional taxable gains and income tax for equality CREE as of December 31st:

2014 2013Provision for current income tax and current occasional gains 5,449,582 22,142,038 Provision for current CREE tax 1,853,162 7,971,134 Adjustment for income provision 2012 - (1,518,664)Charge to profits and losses for deferred income tax debit (1,363,130) 1,833,241 Charge to profits and losses for deferred CREE tax debit (833,249) (125,814)Provision for income tax and CREE 5,106,365 30,301,935

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Expenses for the consolidated income tax and CREE tax for the years ending December 31 comprised:

2014 2013Organizacion de Ingenieria Internacional - Grupo S.A. 5,106,365 31,820,598Odinsa Servicios S.A.S. 193,080 117,367Odinsa Proyectos e Inversiones S.A. 6,771,052 7,475,794Autopistas de los Llanos S.A. (1,338,326) 22,931,679Autopistas del Cafe S.A. 10,956,536 6,082,769Generadora del Atl6ntico S.A. 3,258,855 3,303,354Confase Fase III S.A. - -Other 13,156 219,876Provision for income and CREE tax, consolidated companies 24,960,717 71,951,438

Wealth Tax

The Law 1370 of 2014 established the wealth tax, whose operative event is the possession of the same to January of the years 2015, 2016 and 2017, charged to taxpayers of the income tax. Therefore, taxpayers with gross equity minus debt whose value exceeds $1,000 million, must determine their tax under the following conditions:

Bottom Limit Top Limit 2015 Rate 2016 Rate 2017 Rate

>0 <2,000,000,000 (Taxable base)* 0,20%

(Taxable base)* 0,15%

(Taxable base-ble)*0,05%

>=2,000,000,000 <3,000,000,000(Taxable base- 2,000,000,000)

*0,35%+4,000,000

(Taxable base- 2,000,000,000)*

0,25%+ 3,000,000

(Taxable base- 2,000,000,000)

*0,10%+ 1,000,000

>=3,000,000,000 <5,000,000,000(Taxable base- 3,000,000,000)

*0,75%+ 7,500,000

(Taxable base- 3,000,000,000)

*0,50%+ 5,500,000

(Taxable base- 3,000,000,000)

*0,20%+ 2,000,000

>=5,000,000,000 En adelante(Taxable base- 5,000,000,000)

*1,15% + 22,500,000

(Taxable base- 5,000,000,0000)

*1,00%+ 15,500,000

(Taxable base- 5,000,000,000)

*0,40%+ 6,000,000

Supplementary tax for tax normalization of the wealth tax

Thru the Law 1739 of 2014, the supplementary tax was established for the tax normalization of the wealth tax for the years 2015, 2016, and 2017 which will be borne by the taxpayers of the wealth tax and the volun-tary filers of said tax who have assets omitted and / or nonexistent liabilities up to January 1, 2015, 2016, and 2017, respectively. The tax rate will be the following:

YEAR RATE2015 10,0%2016 11,5%2017 13,0%

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NOTE 16 – LABOR LIABILITIES (OBLIGATIONS)

The labor obligations (liabilities) as of December 31st comprised:

2014 2013Salaries payable 14,771 14,906Severance (cesantia) 2,267,869 1,979,594Interest on severance (cesantías) 231,098 228,490Bonus for performance 2,164,170 1,704,237Services bonus (prima) 232,496 61,603Consolidated vacations 2,281,433 1,886,100Extralegal benefits - consortia - 12,168

7,191,837 5,887,098

NOTE 17- ESTIMATED LIABILITIES AND PROVISIONS

The estimated liabilities and provisions as of December 31st comprised:

2014 2013For costs and expenses (1) 20,151,909 14,120,102For labor obligations 456,918 472,073For fiscal obligations 4,372,158 3,123,531For contingencies 52,066 -Diverse provisions 2,977,771 961,547

28,010,822 18,677,253Minus – Long-term portion 2,977,771 472,073

25,033,051 18,205,180

1) This heading includes for Grupo Odinsa the provision for costs on percentage of completion of the operation in Consorcio Constructor Nuevo Dorado for $12,306,535 (2013 $9,703,407); for Vias de las Americas $2,259,879; in Autopistas de los Llanos a provision is recorded for costs and expenses of $2,665,966 (2013 - $2,159,667); in Confase for the amount of $384,783 (2013 -$489,229); in Genpac a provision is recorded for costs and expenses for the amount of $837,439 (2013 -$154,146).

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NOTE 18 - DEFERRED LIABILITIES

2014 2013Short-termIncome received in advance (1) 9,149,491 3,462,416Credit for deferred monetary correction 9,447 -Deferred income tax 2,233,003 -

11,391,941 3,462,416Long-TermIncome received in advance (1) 776,185,669 677,193,242Credit for deferred monetary correction - 157,306Deferred income tax 4,102,440 8,296,442 780,288,109 685,646,990

(1) Correspond mainly to advance income received for the execution of major maintenance contracts which mostly correspond to the Grupo Odinsa, which records an amount of $9,108,331 itemized as follows: with Vias de las Americas $4,049,030; Consorcio Grupo Constructor Autopistas del Cafe for $671,403; Concesion Santa Martha Paraguachon for $4,387,898.

2) Correspond mainly to advance income received and recorded in the trust Autopistas del Cafe for the amount of $341,422,848 (2013 - $369,708,533) which are being amortized during 216 months; amount for the guaranteed minimum toll collection income for the years 2005, 2006, 2007 for $10,756,229 and future validities for $322,621,211 (2013 - $197,067,101).

NOTE 19 – OTHER LIABILITIES

Other liabilities at December 31st included:

2014 2013Other short-term liabilities Advances and retainers received (1) 11,760,738 37,280,479Deposits received as guarantee of contract (2) 36,572,589 15,169,211Income received for third parties 1,166,783 930,657Other 221,114 212,263

49,721,224 53,592,610

Other long-term liabilitiesAdvances and retainers received (1) 27,862,026 21,417,379Deposits received as guarantee of contract (2) 11,922,070 7,498,696Other long-term liabilities 2,038,436 -

41,822,532 29,366,075

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1) The balance corresponds mainly to advances received pending legalization in the following projects: Megaproyecto inmobiliario de Tulua (Fonvivienda) $7,981,267 (2013 -$7,500,000),Vias de las Americas S11,793,573 (2013 $7,750,000) and in the consortia $8,779,405 (2013 -$9,659,823); additionally the Au-topistas del Cafe records an advance received from the fund for adapting for the execution of the work for the amount of $10,796,664.

2) Corresponds to monies withheld to subcontractors as a guarantee on the execution of contracts, for the performance of the contracts for the different projects developed by Grupo Odinsa S.A. and its affiliates.

NOTE 20 – BONDS AND COMMERCIAL PAPERS

In order to obtain funds for working capital, the 18th and 19th of December of 2008 the Company carried out an issue and placement of bonds, with the following characteristics:

Authorized total: $100,000,000Number of bonds: 10,000 bondsNominal peso value: $10,000,000 eachDate of issue: December 18, 2008Warranties: Company Equity

Series Term Rate Amount placedSubseries A 10 años IPC+ 7,9 E,A, pagadero TV 26,500,000Subseries B 10 años 13,5% E,A, pagadero TV 52,500,000Total placement 79,000,000

Interest incurred during the year 2014 9,585,037

Interest incurred during the year 2013 9,285,551

NOTE 21 – MINORITY INTEREST

Represents the portion of the equity and results of the subsidiary companies that are not owned by the Parent Company

2014 2013Autopistas de los Llanos S.A. 17,488,451 37,171,465Odinsa Proyectos e Inversiones S.A. 308,437 300,956Autopistas del Café S.A. 44,368,830 31,406,796Constructora Bogotá Fase III - Confase S.A. (6,132,384) (5,072,821)Generadora del Pacífico S.A. 10,846,868 6,584,770Autopistas del Oeste S.A. (14,020) (3,487)Generadora del Atlántico S.A. 123,649,209 89,485,178 190,515,391 159,872,857

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NOTE 22 – PARENT COMPANY SHAREHOLDER’S EQUITY

2014 2013Authorized- 200,000,000 (2013- 180,000,000) of current shares for a no-minal value of $100 eachCapital yet to be subscribed 20,000,000 18,000,000Subscribed and paid – 2014- 183,166,313 shares (2013 – 177,805,096 shares) (1,683,369) (219,490)Suscrito y pagado - 2014 - 183,166,313 acciones (2013 - 177,805,096 ac-ciones) 18,316,631 17,780,510

Distribution of profits

The General Assembly of Shareholders at its meeting on March 26, 2014 approved the profit distribution project as follows:; profit available to the General Assembly $83,041,821; cash dividends in cash at a value of $220 pesos per share were distributed, paid in two installments as follows: April 23 and June 18, 2014, with a total value of $39,117,121; ordinary dividends in shares at the value of $185 pesos per share paid on April 23, 2014, for a total value of $32,893,943; and reserve for investments of $11,030,757.

The General Assembly of Shareholders at its meeting on March 18,2013 approved the profit distribution project as follows: legal reserve of 10% equivalent to $14,217,358; profit available to the General Assembly $127,956,238; cash dividends in cash at a value of $220 pesos per share were distributed, paid in two install-ments as follows: April 16 and June 18, 2013, with a total value of $37,255,040; ordinary dividends in shares at the value of $330 pesos per share paid on April 16, 2013, for a total value of $55,031,045; and reserve for investments of $35,670,154.

Additional paid-in capital

Corresponds to the amount paid in excess of face value.

Capital Surplus

Equity method

Corresponds to increases or decreases in the equity of the subordinates, which originates from equity items other than results, but that increase or decrease the value of the investment registered by the controlling entity.

Legal reserve

Colombian laws require the Company to reserve each year 10% of its profits after tax until it completing at least 50% of the subscribed capital. The law prohibits the distribution of this reserve during the existence of the Company, but may be used to absorb losses.

Revaluation of the equity

The revaluation of the equity reflects the effect on organized equity due to the loss of currency purchasing power. Its balance may only be distributed as profits only when an entity is liquidated. In the years 2014 and 2013 it decreased by $2,703,927, respectively, due to the imputation of the payment of the installments of the equity tax, and which in 2014 were the last two, in accordance with Law 1370 of 2009 and 1430 of 2010.

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Based on the Decree 4918 of December 26, 2007, valid from that year onwards, the exchange rate difference in investments in foreign subordinates are recorded for accounting purposes in the equity account of the parent company as “surplus - equity method”.

NOTE 23 – OFF BALANCE SHEET ITEMS

Off-balance sheet items as of December 31 included:

2014 2013Debtors Contingent rights – debtors: Litigations and lawsuits 23,753,197 73,225,984Goods as guarantees 29,893,524 3,893,524Fiscal debtors - 440,306,823Excess presumptive income 382,906,913 79,483Control debtors 368,481,029 78,840Irrecoverable assets 567,612 216,749Adjustment for asset inflation – Investments 105,772,283 58,311,779Goods received as capital lease 23,182,057 8,158,845Depreciated property and equipment 6,305,840 2,514,900Pending construction contracts 310,653,924 632,610,327Available lines of credit 378,114,931 717,154,334Total debtors 1,629,631,310 1,936,551,588

CreditorsContingent responsibilities Joint accounts - 11,702,189 Litigations and lawsuits against 56,645,911 87,014,255Guarantee on loans 130,150,501 136,812,026Bank guarantees 120,943,224 -Fiscal creditors - 5,791,288 Difference between accounting and tax equity 481,345,134 314,990,317 Difference between accounting and tax profit 95,042,836 29,689,251Nondeductible accounting provisions 13,096,877 38,447,183Adjustments for equity inflation 104,999,656 83,236,687Delivered guarantees - 2,562,950Pending construction contracts (1) 111,916,666 257,745,894Total Creditors 1,114,140,805 967,992,040Total 2,743,772,115 2,904,543,628

(1) Corresponds to pending contracts in the following projects: Santa Marta Paraguachón, Consosrcio Grupo Constructor Autopistas del Café, S.A., Autopistas de los Llanos S.A., and Constructora Bogotá Fase III - Confase.

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NOTE 24 – OPERATING INCOME

Operating income for the years ended on December 31st comprised:

2014 2013Electrical supply (1) 379,267,250 272,889,292Cooperation contracts (2) 16,127,808 15,170,644Construction 179,472,227 252,029,021Design - 212,229Maintenance 11,709,857 - Fees (3) 11,072,306 - Rental of equipment 452,593 991,291Supply of equipment 86,891 318,763Commercial (sale of signage) 28,561 201,831Interests 22,739,498 27,937Income from toll collections (4) 298,949,286 332,137,266Return on sales (521) - Total operating income 919,905,756 873,978,274

(1) Corresponds to income received by Generacion de Energia en Chile on the part of Genpac for the amount of $13,476,041 and Generacion de Energia en Panama on the part of GENA for the amount of $365,791,209.

(2) Income originating in the development of the contract for the collection of toll No. 250 of June 2011, signed by Odinsa Proyectos e Inversiones S.A. with INVIAS, and in which Grupo Odinsa has a share in such income because of its collaboration contract with its subordinate.

(3) Income associated with the billing for operation, maintenance services, and personnel services on commission.

(4) Income received from the collection of tolls in the following companies: in Odinsa Proyectos and In-versiones S.A., received the amount of $60,326,422; Autopistas de los Llanos recorded an amount of $44,169,874; Autopistas del Café recorded and amount for $194,452,990.

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NOTE 25 – OPERATING EXPENSES

The operational expenses during the years ending on December 31st comprised:

2014 2013Personnel expenses 31,107,512 31,721,696Fees 20,907,994 33,357,932Taxes 10,121,806 15,732,145Rentals 1,338,562 2,082,660Contributions and memberships 1,092,571 561,152Insurance 6,146,629 5,223,111Services 5,056,416 5,870,748Legal expenses 1,071,975 508,662Maintenance 13,090,330 13,692,199Various/ diverse 14,006,306 22,704,629Alterations and installations 273,783 467,330Travel expenses 2,478,767 2,495,234Depreciation 7,166,828 12,124,248Amortization 118,291,418 129,882,528Provisions (1) 888,429 8,836,430Various 233,039,326 285,260,704

(1) In 2014 Grupo Odinsa included a provision for shares in Fabricato for an amount of $193,912; a provi-sionfrom other debtors in Autopistas de los Llanos is recorded for an amount of $703,051.

In 2013, the Company included provisions for difficult to recover debts in Constructora Bogotá Fase III - Confase S.A. amounting $3,544,572; provision for other debtors in the Autopistas de los Llanos Pro-ject amounting $2,212,403; in Grupo Odinsa a provision for the investment in Metrodistrito amounting $1,047,847, and a provision for the Pastorita Project in Odinsa Proyectos e Inversiones S. A. amounting $1,110,143 million.

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NOTE 26 – NON-OPERATING INCOME

The non-operating income during the years ending on December 31st comprises:

2014 2013Financial (1) 10,511,509 49,950,669Rentals (2) 3,721,634 2,227,505Recovery of costs and expenses (3) 12,615,909 14,448,843Dividends and shareholdings (4) 3,222,801 46,966,546Commissions 18,695 18,246Services 449,114 32,533Profit on sale of investments – Grupo Odinsa 1,781,543 2,034Profit on sale of other goods - 16,000Profit on sale of property, plant, and equipment 135,838 32,637Income from prior years (5) 3,300,791 45,850,903Restitutions received 1,165,320 524,130Difference in exchange rate for conversion of financial statements 8,064,566 1,909,527Various 1,839,443 19,437,782Other sales 285,571 343,502 47,112,734 181,760,857

(1) In 2014, a reclassification of the interest generated and recorded as a non-operating income was con-ducted for the amount of $20,520,878, and recorded as operating income; the remaining of this item is generated by income due to exchange rate differences for $1,570,468; commercial discounts for $128,071; and interest in banking entities receive in Grupo Odinsa for the amount of $731,801; Odinsa Servicios amounting to $56,257; Odinsa Proyectos e Inversiones amounting to $204,998; Autopistas de los Llanos amounting to $2,396,571 and other income $1,155,838; Generadora del Pacifico S.A. for the amount of $2,264,342; Generadora del Atlantico S.A. amounting to $13,740; and Autopistas del Cafe S.A. for the amount of $1,718,514.

On December 2013, the Concesión Autopistas del Café and the Consorcio Constructor AKF decided in the General Assembly of Shareholders and in the Administration Council, respectively, to index the debts they had with the shareholders. As a result, Autopistas del Café S.A. recognized indexing interests to Grupo Odinsa as follows: $16,348,965 for the direct debt it had with Grupo Odinsa, and $3,429,255 for indexing debts acquired by Grupo Odinsa to Mincivil and Topco. Similarly, the Grupo Constructor AKF recognized to Grupo Odinsa interests for indexation as follows: $10,698,237 for direct debts to Grupo Odinsa and $3,142,821 for the debts Grupo Odinsa acquired from Mincivil and Topco. These amounts were deleted in the consolidation process.

(2) This item includes the following recorded in Grupo Odinsa: due to rental income received for the amount of $1,519,003 (2013 - $1,424,219) from the offices of the building Camara Colombiana de la In-fraestructura de Bogota to the Unidad Nacional de Proteccion (National Protection Unit); for the rental of the offices in the building on Calle 97 , $51,034 were received from Embridge Colombia S.A.S, and on behalf of Oleoducto Pacifico, $204,134 was received; from the offices located in the building Edificio calle 93 Bogota, rental revenues were recieved as follows: on behalf of Centennial Towers Colombia S.A.S - $286,140; on behalf of Multitek Pacifico Sucursal Colombia - $76,800; on behalf of Operadora Logistica de Santa Marta S.A.S - $12,180; from the rental of vehicles and machinery of the different consortia, and others, the amount received was $5,917 (2013- $382,577), on behalf of Generadora del Pacifico, revenue is registered for $1,087,430 (2013 -$98,238) and Autopistas del Cafe S.A. amounting to $478,997 (2013 -$324,159).

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(3) These revenues are mainly generated in Grupo Odinsa S.A: reimbursement of provisions of Consortia and Concay S.A., for $285,803; reimbursement of other costs and expenses of consortia Consorcio Constructor Nuevo Dorado and Generadora del Pacifico for $1,258,279, reimbursement of banking costs by AV villas for $197,081; in Odinsa Proyectos e Inversiones S.A: reimbursement for income tax provisions for $98,453 and for CREE tax for $133,121; in Autopistas del Cafe: recovery of the costs in trust due to amortizations for $3,825,050; in Confase S.A.: recovery of personnel costs and longer permanence in the project for $1,702,962; in Generadora del Atlantico there is a cost recovery for the amount of $5,034,797.

(4) Dividends and shareholding were received mainly as follows:: In Grupo Odinsa: from the Conce-sion Aburra Norte S.A., the amount of $1,153,750 and from Internet por Colombia S.A., the amou-nt of $320,091; In Odinsa Holding Inc, dividends were received from Dovicon S.A. for the amount of USD$ 359,100 (2013 USD$ 17,400,070), from the Concesion Santa Marta Riohacha Paraguachon S.A., $1,046,218 were received.

In 2013, dividends were received from Hatovial S.A.S. for $5,329,206; from the Sociedad Concesionaria Operadora Aeroportuaria S.A. - OPAIN S.A. – dividends were capitalized for the amount of $4,343,594, Aerotocumen S.A. (Panama) for $240,854.

(5) From income from previous years, the company Grupo Odinsa S.A., recorded and adjustment for their shareholding in the trust Fiducoldex for $68,271 and for the integration of the Consorcio Grupo Cons-tructor Autopistas del Cafe the amount of $8,000. In the company Odinsa Holding Inc., an income was recorded from the Consorcio Remix for the amount of USD$932,208, interests for loans are recorded from Boulevard Turistico del Atlantico for the amount of USD$690,678; in 2013 a recovery of the pro-vision in Generadora del Atlantico S.A. was recorded for USD$17,077,470.

NOTE 27 – NON-OPERATIONAL EXPENSES

The non-operational expenses during the years ending on December 31st comprise:

2014 2013Financial (1) 63,154,433 96,128,989Loss on sale and retirement of assets 682,778 597,805Assumed taxes 19,441 7,165Costs and expenses from previous years 2,876,179 3,864,774Donations 61,842 3,122Fines, sanctions, and lawsuits (2) 53,246 2,201,445Indemnities 5,678 1,466Extraordinary expenses (3) 14,995,312 2,754,463Various 84,816 13,398,972 81,933,725 118,958,201

(1) Financial expenses are represented mainly by: interests of the financial obligations by $29,219,598 (2013 - $45,266,788); tax on financial movements of Consortia and of the Company for $1,048,785 (2013 - $922,799); bank fees and expenses of $1,653,198 (2013 - $1,408,368);; difference in exchange rate for assets and liabilities in foreign currency by $674,875 (2013 - $4,765,091); and others which correspond to the adjustment for the revision of the equity that was maintained in the project Autopis-tas del Café, and the companies Construcciones El Condor, Constructora TAO, CONCAY, and Aguirre Monroy for $576,585 (2013 -$2,624,547).

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Additionally, the subordinates report the following financial expenses: Autopistas del Cafe S, A, for $ 7,453,220 (2013- $23,764,761); Constructora Bogota Fase III S, A, for $1,471,706 (2013 -$1,111,557), Generadora del Atlantico S, A, for $12,893,167 (2013- $9,744,211); Generadora del Pacifico S, A, for $ 3,305,630 (2013 -$3,533,822) and Odinsa Holding Inc, for $842,420 (2013 - $3,025,672)

(2) Relates mainly to the recording of principal, interest, and penalties for $1,966,054 associated with the recognition of the industry and commerce tax for the different municipalities where operations were performed; for 2014 in Grupo Odinsa S.A., $7,087 was recorded, in Odinsa Proyectos e Inversiones $18,071 was recorded, and in Autopistas del Cafe $27,902 were recorded.

(3) In this line item the balance mainly corresponds to the operations of Autopistas del Cafe amounting to $8,918,060; and Autopistas de los Llanos for the amount of $6,076,163.

NOTE 28 – CONTINGENCIES

Executive proceedings by Carlos Gaviria y Asociados S.A. under reorganization vs Organización de Inge-niería Internacional S.A – Grupo Odinsa.

This proceeding is currently underway in the First Civil Court of the Specialized Circuit for the Clearance of Backlogs of Bogotá. The proceeding was reassigned and is currently underway in the Third Civil Circuit Court of Bogota.

The subject of these proceeding are invoices issued by the plaintiff to Grupo Odinsa S.A. for works and ser-vices rendered in the Confase Project to Grupo Odinsa S.A., in its capacity as subcontractor.

The claim of the lawsuit amounts to one billion three hundred thirty eight million four hundred sixty one thousand three hundred and ninety COL pesos ($1,338,461,390).

In first instance ruling, the court ordered to proceed with the execution, and exception made by Grupo Odinsa S.A. was denied regarding the breach of contract by the subcontractor and the amortization of the advance payment.

Current Status:

On July 29, 2014: The Superior Court of Bogota confirmed the first instance ruling, ordering to proceed with the execution, and denying the exceptions proposed by Grupo Odinsa to recognize the advance payment that was paid to Carlos Gaviria y Asociados when they signed the purchase orders.

July 28, 2014: Filed the official brief 3835-14 originating from the Civil Circuit Court 40 of Bogota, by which the monetary obligation arising from the judgment rendered in this proceeding is sequestered.

August 11, 2014: The Court takes into account the sequestered on the balance decreed by the Civil Circuit Court 40.

August 19, 2014: Grupo Odinsa S.A interposes an appeal for reversal and in allowance for appeal, so that the warrant that decrees the sequestering to be corrected, because it is not the balance which is sequestered, but the ruling which is sequestered.

September 19, 2014: the Judge revokes the warrant of August 121, considering that it is not about the se-questering of a balance, but orders the Civil Circuit Court 40 to clarify the sequestered object.

October 7, 2014: Grupo Odinsa S.A. interposes an appeal for reversal and an allowance for appeal, reques-ting the ruling be sequestered.

January 14, 2015: Grupo Odinsa S.A. invokes the certificate of existence and legal representation of Carlos Gaviria y Asociados Liquidada (Liquidated) asking the court to note that the company is terminated (extinct), as well as the power of the legal representative of the defendant.

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February 4, 2015: The proceeding is currently pending a determination regarding the appeal entered by Gru-po Odinsa S.A. regarding the sequestration ruling.

Impleader claim against Consorcio Grupo Constructor Autopistas del Café as Part of the Petition for Direct Compensation for Damages in which Fiducafé is the Plaintiff, and Autopistas de Café S.A and Others the Defendants.

These proceedings are currently underway in the Third Section of the State Council of the Administrative Court of Caldas.

According to statements made by the plaintiff, the claim of the lawsuit amounts to three billion seven hundred ninety three million eight hundred twenty four thousand five hundred COL pesos ($3,793,824,500).

The plaintiff seeks the defendant be declared extra-contractually, administratively, and in solidum liable for the alleged damages caused by the execution of the civil works undertaken during the construction of the Armenia-Pereira-Manizales Project in the plot of land located in the Municipality of Manizales, adja-cent to the crossroad of the Estación Uribe station, where Jairo Hidelfonso Florez Giraldo is in possession of the land in the capacity of bailee.

According to the plaintiff, the alleged damages were caused by infill on the premises during the develop-ment of the project.

Current Status:

The Administrative Disputes Court of Caldas granted the appeal filed by the plaintiff against the first ins-tance ruling, in favor of the interests of Organizacion de Ingenieria Internacional S.A. - Grupo Odinsa S.A.

The next step is for the State Council to admit the appeal and issue an appellate ruling (second instance) to proceed

Impleader claim against Consorcio Grupo Constructor Autopistas del Café as part of the Petition for Direct Compensation for Damages in which Universidad Antonio Nariño is the Plaintiff, and the Defen-dants are Autopistas del Café S.A. and Others.

These proceedings are currently underway in the Administrative Court of Caldas.

The claim of the lawsuit (higher estimated amount by the plaintiff), amounts to five billion two hundred forty four million seventy five thousand COL pesos ($5,244,075,000).

The plaintiff seeks the defendant be declared extra-contractually, administratively, and in solidum liable for the alleged damages caused by the execution of the civil works undertaken during the construction of the Armenia-Pereira-Manizales Project, affecting the plot of land which is property of the university Uni-versidad Antonio Nariño, located in the Municipality of Manizales, adjacent to the crossroad of the Estación Uribe station,

According to the plaintiff, the alleged damages were caused by infill on the plot of land adjacent to the University, where the development of the project took place.

Current Status:

The concluding arguments for the completion of the first instance were presented, requesting that the claims in the lawsuit be denied.

The next step is that the Administrative Disputes Court of Caldas arrive at their first instance ruling.

Arbitral Proceedings, Proenergy Services International Inc. _PES vs Generadora del Atlantico - Gena and others

Court of Arbitration located in Houston, subject to the regulations of the International Chamber of Com-merce- ICC.

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The claim of the suit amounts to twenty four million eight hundred eighty eight thousand four hundred twenty US dollars ($24,888,420.76).

Grupo Odinsa S.A. is not associated to this proceeding.

Current Status

The Court of Arbitration ruled on the arbitration award on December 13, 2014 (we were notified on De-cember 18, 2014).

The decision of the court was as follows:

Grant PES’s claim for the amount of USD $11,248,810.57

Grant PES interests which happened before the arbitration proceedings (USD $1,770,531.90).

Grant PES USD $2,209,631.93 for legal costs during the arbitration.

Grant PES USD $ 425,000.00 as part of the arbitration costs already paid by them.

Reject the claims of the counterclaim.

Determine that the Defendants are jointly liable to PES for all the outstanding amounts owed.

Demand the Defendants pay PES the amount of the verdict (USD $15,653,974.40) within a term of 30 days. From that date onwards, interest of 5% will ensue.

The foundation of the decision of the arbitral tribunal was mainly based, not on the provisions of the par-ties in the contracts, but on the theory of quasi-contractual liability of quantum meriut, taking into account that Gena accept some additional work, not included in the contracts, which was in effect performed by PES, and therefore the Court orders they be paid.

On January 9, 2015, the Defendants filed a request for correction and interpretation of the award on the grounds that:

• The court did not establish the effects of the guarantee agreement.

• It is not clear from where the joint responsibility of the Defendants to pay derives. However, the regu-lation does not state that the sentence be suspended while the appeal is decided.

The other resource we have is the possibility of filing is the annulment recourse, which requires the fo-llowing:

• Must be filed under Texas law.

• The grounds for annulment are restricted.

• The percentage of annulled arbitration awards is low.

• Under Texas law, it eventually could possibly be argued that the court exceeded its powers as grounds for the annulment recourse, but the probability of success largely depends on the judge assigned to the case.

For the award to be enforced in Colombia, it must first be filed and recognized by the Colombian Supreme Court of Justice.

Currently the Board of Directors of Gena, instructed the administration to conduct a rapprochement with Proenergy to reach an agreement between the parties.

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Corporate Restructuring of Carlos Gaviria y Asociados Ltda. Currently Under Liquidation by Assignment

Insolvency proceedings are currently underway in the Superintendence of Corporations, the Superinten-dence in charge of insolvency proceedings.

Amount: the company Grupo Odinsa S.A. was identified as a creditor of the company under liquidation for the amount of one billion seven hundred thirteen million nine hundred ten thousand two hundred sixty one COL pesos ($1,713,910,261), and its credit has been classified within those of type class four as supplier. In addition, the company known as Grupo Odinsa S.A. was also identified as a debtor of Carlos Gaviria y Asociados for the amount of one billion two hundred eighty eight million two hundred fifteen thousand six hundred thirty six COL pesos ($1,288,215,636) as mentioned in section 2.1 of the Contingency Report.

Current Status:

Dated January 13, 2014, the Superintendence approved the final rendering of accounts of the liquidator as of November 26, 2013, and which was presented by Dr. Javier Suarez, liquidator of the company Carlos Gaviria y Asociados S.A., thus declaring the liquidation proceeding for the awarding of the assets that comprise the equity of the Company at its end. It also ordered the dossier be filed.

By warrant of December 1, 2014 the Superintendence orders the reopening of the proceedings, given the appearance of a new vehicle not in inventory nor awarded in the liquidation proceeding, and authorizes the transfer be made in favor of Juvenal Patiño.

By warrant of January 26, 2015 the Superintendence determines to maintain the order to reopen the liqui-dation proceeding, in order to protect the bulk of the liquidation against the actions of Grupo Odinsa S.A. It orders the Chamber of Commerce, the Third Civil Circuit Court, the Civil Circuit Court, Civil Division of the Superior Court of Bogota, and the insurance company Compañia de Seguros Confiaza to officiate.

On February 2, 2015 Grupo Odinsa S.A. files an appeal for reversal against the warrant which ordered to maintain the reopening of the liquidation proceedings of Carlos Gaviria and Associates in Liquidation by Assignment.

Currently the proceeding is pending the decision on the appeal for reversal.

Arbitral proceedings, Pro Energy SERVICES Panamá S.de R.L. vs Generadora del Atlántico S.A. (Neither Grupo Odinsa nor its subordinate companies, Odinsa Holding Inc., and Odinsa PI S.A. are associated to this arbitral proceeding)

The company Generadora del Atlántico S.A., in which Grupo Odinsa has a 4.18% direct share, and an in-direct share thru the companies Odinsa Holding Inc. (50.34%) and Odinsa Proyectos en Inversiones S.A. (5.14%), was charged as part of an arbitral proceeding located in Panama, subject to the regulations of the International Chamber of Commerce CCI.

The claim of the suit amounts to two million eighty thousand three hundred eighty one dollars (USD $2,080,381.27).

Counterclaim: GENA presented a counterclaim in the amount of sixty two million dollars (USD $62,000,000).

The main argument behind the counterclaim was gross negligence and willful misconduct by Proenergy, breach of its contractual obligations, intentional deceit on the consent of the contract, and misrepresen-tation.

Award: On April 15, 2013 the Court of Arbitration handed down the award regarding the proceeding initia-ted by PES against GENA, before the Center for Conciliation and Arbitration of Panama (CECAP) based in Panama.

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Summary of the rulings:

• The Court ruled that none of the parties had incurred in breach of contract, and on the contrary it was established that both parties had the intention of accomplishing the Project work.

• No causal link was established between the actions of PES and the damages suffered by GENA, re-garding the counterclaim.

• The Court ordered GENA to pay any outstanding invoices included in its Financial Statements.

Current Status:

• There is a draft project circulating for reading in the Fourth Division Court, which means that there is a Draft Final Resolution to be reviewed by all judges of the Fourth Division Court for ratification and signature.

• The Fourth Division Court, informed the Attorney Jorge Lau of the existence of said project, yet said document is not accessible to the parties and therefore the content is unknown to us.

• According to Attorney Lau, said project must relate to the final decision of the Division, because a Resolution granting or denying the proffer of proof need only be signed by the Magistrate rapporteur and should not be circulated among all judges of the room.

• According to Attorney Lau, it is likely that we will learn of the Resolution during this year, although that will depend on the speed with which the new magistrates appointed by the Present Government review the cases of their predecessors.

Direct Reparation of Damages of Jhon Jaime Gonzalez Jaramillo — Nohra Del Socorro Gonzalez Ja-ramillo — Luz Esthela Gonzalez Jaramillo — Gloria Patricia Gonzalez Jaramillo — Marleny Gonzalez Jaramillo — Paola Yovana Gonzalez Jaramillo- Maria Elena Gonzalez Jaramillo, and Jorge Eliecer Gon-zalez Jaramillo vs the Instituto Nacional de Vias, INVIAS (National Roadway Agency) - Autopistas del Café S.A. - Agencia Nacional de Infraestructura , ANI (National Infrastructure Agency) - Grupo Odinsa S.A. - Cooperativa de Trabajo Asociado El Mitre Ltda. in Liquidation

These proceedings are currently underway in the Second Administrative Oral Court for the Clearance of Backlogs of Armenia.

Current Status:

• August 1, 2014: filed suit.

• October 15, 2014: warrant supporting suit is issued.

• December 15, 2014: the defendant was notified of suit

Approximate amount: According to the reasoned estimate of the amount of this claim, it is worth two bi-llion nine hundred million COL pesos. ($2,900,000,000).

Singular Executive Proceeding of Carlos Gaviria and Associates in Liquidation by Assignment vs Organi-zacion Internacional de Ingenieria S.A. – Grupo Odinsa S.A.

These proceedings are currently underway in the Fifth Civil Circuit Court of Bogota.

Current Status:

May 16, 2014: suit filed against Grupo Odinsa.

June 16, 2014: ruling of payment against Grupo Odinsa.

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July 21, 2014: we file appeal for reversal against the warrant ordering payment.

August 20, 2014: the dispensation for nonexistence of the plaintiff is proven, reinstate ruling of May 21, 2014 to deny the order of payment.

September 3, 2014: the appeal filed by the plaintiff is granted.

February 3, 2015: proceedings are currently underway in the Superior Court of Bogota - Civil Division for their appellate ruling, regarding appeal filed by the plaintiff against the warrant which declared proven the dispensation for nonexistence of the defendant.

Approximate amount: according to the reasoned estimate of the amount of this claim, it is worth one hun-dred and ninety million nine hundred seventy four thousand thirteen COL pesos ($190,974,013).

Ordinary Proceeding for Extra-Contractual Civil Liability of Luis Fernando Serna Melia vs Organizacion Internacional de Ingenieria S.A. - Odinsa Grupo S.A. and Others

These proceedings are currently underway in the Second Civil Circuit Court of Manizales.

The plaintiff purports that Autopistas del Café Grupo and Odinsa S.A perform the tasks of stabilizing the slopes of the farm “Don Eduardo”, located on the road from Pereira leading to Manizales.

The claim of the suit amounts to one hundred thirty four million ninety two thousand one hundred eighty seven COL pesos ($134,092,187.00) of 2011.

Current Status:

The first instance is in course, specifically in the evidentiary phase, which is almost completed.

Following, the court will move to hear concluding arguments from the parties.

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Annex 1Shareholder List

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Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

208

CONSTRUCCIONES EL CONDOR S.A.

INVERSIONES CFNS S.A.S.

MINCIVIL S.A.

TERMOTECNICA COINDUSTRIAL S.A.

CIA. ASEGURADORA DE FIANZAS S.A. CONFIANZA

FONDO DE PENSIONES OBLIGATORIAS COLFONDOS MODERADO

RUEDA GOMEZ SAMUEL

ICEIN S. A.S

FONDO DE PENSIONES OBLIGATORIAS PORVENIR MODERADO

ELECTRICA DE MEDELLIN COMERCIAL SA

INVERSIONES GRECLAN S.A.S

ELECTRICAS DE MEDELLIN-INGENIERIA Y SERVICIOS S.A.

DUQUE PEREZ Y CIA S.A

DUQUE GOMEZ LUIS CARLOS

TERFIN SAS

NORGES BANK

GISAICO S.A.

M Y Z S.A

HANDELSBANKENS TILLVAXTMARKNADSFOND

RESLON S.A. (EN LIQUIDACION)

INVERSIONES FAJARDO SANCHEZ S C A

HANDELSBANKEN LATINAMERIKAFOND

CONSULTORIA COLOMBIANA S.A.

INVERSIONES GIRUM S.A.S.

JGI S.A.S.

MEYAN S.A.

CINCO CAPITAL S.A.S.

HARDING LOEVNER FUNDS INC-FRONTIER EMERGING MARKET

HUERTAS COTES MARIO ALBERTO

ENGICO LIMITADA

FDO DE PENSIONES OBLIGATORIAS PROTECCION MODERADO

MAS INVERSIONES S.A.S.

J.A.O.S. S.A.S.

PEREZ GONZALEZ RAMIRO

CORTES Y EXPLANACIONES S.A.

FONDO ESPECIAL PORVENIR DE RETIRO PROGRAMADO

JASICAROS S.A.S

ACOSTA RODRIGUEZ JORGE ENRIQUE

ROJAS CALDERON HILDEBRANDO

RESTREPO GARCES CARLOS MARIO

15,85%

13,51%

10,51%

6,31%

5,28%

5,01%

4,23%

3,98%

3,96%

3,26%

2,61%

2,44%

1,67%

1,32%

1,21%

0,90%

0,83%

0,74%

0,69%

0,67%

0,65%

0,56%

0,55%

0,51%

0,44%

0,41%

0,39%

0,36%

0,35%

0,34%

0,32%

0,32%

0,30%

0,30%

0,29%

0,26%

0,26%

0,26%

0,26%

0,25%

29.035.670

24.735.782

19.254.525

11.559.024

9.677.618

9.180.577

7.749.186

7.289.843

7.254.694

5.972.362

4.772.765

4.473.481

3.065.282

2.409.512

2.207.585

1.642.136

1.518.888

1.345.398

1.267.430

1.225.041

1.187.846

1.030.016

1.014.331

932.153

796.713

751.278

715.660

664.449

637.709

630.995

593.803

585.968

540.448

540.027

533.637

481.773

475.361

471.224

466.494

447.965

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Shareholder´s Name Number of Shares % of shares

Shar

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Sha

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ist •

Sha

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Sha

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Shareholder List as of March 24 - 2015

209

CROMAS S.A.

IT SERVICES LTD.

FONDO DE PENS OBLIGATORIAS COLFONDOS CONSERVADOR

FONVAL DINAMICO

SILVA FAJARDO GERMAN

FONDO PENSIONES OBLIGATORIAS PORVENIR CONSERVADOR

RESTREPO GARCES OSCAR DARIO

HB ESTRUCTURAS METALICAS S.A.

JALGOM FOUNDATION

FDO DE PENS OBLIGATORIAS COLFONDOS RETIRO PROGRAMA

ALLIANCEBERNSTEIN NEXT 50 EMERGING MARKETS (MASTER

ZBC S.A.

CONSTRUCCIONES Y ASESORIAS RODADO Y GRIJALBA

GALOVA S.A.S.

VIAJES, INVERSIONES Y TURISMO LTDA VITUR LTDA

CARTERA COLECTIVA ABIERTA FONVAL ACCIONES VALOR

SCHILLER ASSOCIATES LTD

CARTERA COLECTIVA CERRADA CG SMALL CAPS ANDINO

ISAZA UPEGUI LUIS MIGUEL

FONDO DE CESANTIAS COLFONDOS

EMPRESA DE SERVICIOS DE INGENIERIA SAS

GOMEZ SERNA GONZALO DE LA CRUZ

CARREÑO DE SILVA JUANA MARTINA

PARAMETRIC EMERGING MARKETS FUND

EME MESA Y CIA S.C.A. (CIVIL)

INDUSTRIA DE LICORES GLOBAL SOCIEDAD ANONIMA S.A.

CITY OF NEW YORK GROUP TRUST

EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOY

DUQUE RAMIREZ FIDEL

H.C.G. S.A.S.

NIGRINIS SANCHEZ MARIO

SERV. ORGANIZACIONAL INTEGRADO LTDA - SOI -

CONSTRUCCIONES Y TRACTORES S.A.

ROMATOSO S.A.S

INGENIERIA DE VIAS S.A.

RESTREPO GARCES SILVIA ELENA

FDO ABIER P C.C.PAC DE PERM. BTG PA SMALL CAPS COL

INVERSIONES MANRIQUE Y FAJARDO CIA. S. EN C.

MAAR S. EN C.

HERMANOS ISAZA URIBE & CIA S. EN C.

416.742

385.790

361.695

355.762

347.442

343.612

330.376

313.225

270.848

262.913

260.020

248.460

239.993

229.527

227.157

192.785

183.251

183.009

176.853

166.852

166.205

157.663

157.489

155.204

155.084

153.926

153.921

153.306

152.413

151.756

150.000

147.928

140.302

134.612

133.607

133.050

125.510

122.682

121.129

120.485

0,23%

0,21%

0,20%

0,19%

0,19%

0,19%

0,18%

0,17%

0,15%

0,14%

0,14%

0,14%

0,13%

0,13%

0,12%

0,11%

0,10%

0,10%

0,10%

0,09%

0,09%

0,09%

0,09%

0,09%

0,09%

0,08%

0,08%

0,08%

0,08%

0,08%

0,08%

0,08%

0,08%

0,07%

0,07%

0,07%

0,07%

0,07%

0,07%

0,07%

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Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

210

GRUPO SEVIMUR S.A.S

VALORES LA ESTRADAY CIA SCA

URREA DE SIEGRIST AMALIA EUGENIA

GARCIA Y VANEGAS ARQUITECTOS ASOCIADOS LTDA

ECHEVERRY BERMUDEZ JAIRO

PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND

BLAIR LLORENS JUAN DIEGO

NICHOLLS DE MONROY ESTER JUDITH

GOMEZ MONTOYA JOSE ALBERTO

ADVANCED SERIES TRUST AST PARAMETRIC EMERGING

RAVENBIRD S.A.S.

POSADA BOTERO JOSE DAVID

POSADA BOTERO OLGA LUCIA

ZULUAGA TOBON MARGARITA LUCIA

GARTNER CABALLERO BORIS HERMAN

MANRIQUE MANRIQUE BERNARDO

FDO MUTUO DE INV DE LOS TRABAJADORES DE PROD FAMIL

COLOMBIA SPECIAL INVESTMENTS FUND

INVERSIONES MESC S.A.S

MESA DIEZ OLGA CECILIA

A.MESA Y CIA S.C.A.

EATON VANCE INTERNATIONAL (IRELAND) FUNDS PLC - EA

INVERSIONES ISAZA CAMACHO Y CIA

VILLEGAS GUTIERREZ GEMA

FONDO DE CESANTIAS PORVENIR

ROJAS CASTRO PEDRO LEON

INGENIERIA Y VIAS S.A.S.

SAUDI ARABIAN MONETARY AGENCY

MUVEK S.A.S

COMPAÑIA DE TRABAJOS URBANOS S.A.

MANRIQUE MANRIQUE ANDRES

RESTREPO VILLEGAS ANA ISABEL

ORTEGA ROLDAN GILDARDO DE JESUS APT

CAPITAL RENTAVALORES S.A.S

CONSULTORES CIVILES E HIDRAULICOS LTDA

JUAN MARTIN ISAZA Y CIA. S.C.A.

THE EMERGING MARKETS SMALL CAP SERIES OF THE DFA I

SELECT BRASILIEN

INVERSIONES ESPINOSA ARANGO E HIJO & CIA S.C.A

SIERRA DUQUE GLORIA INES

119.092

114.660

112.645

112.166

112.139

111.623

109.943

107.153

98.446

96.127

84.913

80.000

80.000

78.823

75.409

75.188

72.473

65.000

64.782

63.788

63.543

63.495

60.958

57.546

57.210

57.132

56.480

54.077

53.658

49.472

47.620

42.527

41.976

41.460

40.624

39.761

39.599

37.927

37.204

35.630

0,07%

0,06%

0,06%

0,06%

0,06%

0,06%

0,06%

0,06%

0,05%

0,05%

0,05%

0,04%

0,04%

0,04%

0,04%

0,04%

0,04%

0,04%

0,04%

0,04%

0,04%

0,04%

0,03%

0,03%

0,03%

0,03%

0,03%

0,03%

0,03%

0,03%

0,03%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

Page 211:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shar

ehod

er L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist

• S

hare

hode

r Lis

t • S

hare

hode

r Lis

t • S

hare

hode

r Lis

t

Shareholder List as of March 24 - 2015

211

ECHEVERRI GOMEZ JUAN DAVID

LALINDE POSADA RICARDO MAURICIO

ZAPATA OSPINA BEATRIZ ELENA

FDO DE PENSIONES VOL.CLASS INVERSION DE COLFONDOS

PELAEZ VALDES SANTIAGO

TEACHER RETIREMENT SYSTEM OF TEXAS

ZAPATA OSPINA GLORIA MARIA

SILVA CARRENO & ASOCIADOS S.A.

POSADA MADRID GLORIA ELENA

LOPERA VASQUEZ GABRIEL JAIME

RESTREPO VILLEGAS LAURA

PENAGOS ESTRADA Y CIA. EN LIQUIDACION

INGENIERIA Y CONTRATOS S.A.S.

SOTO ESTRADA MANFREDO

CAJA DE VALORES DE LIMA CAVALI

INFERCAL S.A.

ARRESERVIS S.A

ELVINGER COMERCIAL LIMITADA

GOMEZ ZULUAGA PABLO FERNANDO

PROMOTORA VEAE S.A.S - EN LIQUIDACION

RESTREPO ISAZA GABRIEL EDUARDO

CONCONCRETO INGENIEROS CIVILES S.A.

INVERSIONES BEATRIZ LAS NAYADES & CIA S.C.A

GOMEZ POSADA JUAN CAMILO

INVESTERINGSFORENINGEN HANDELSINVEST

SILVA FAJARDO LUIS FELIPE

ANGEL TORO GUILLERMO LEON

ZAPATA OSPINA BEATRIZ ELENA

MONTOYA MEJIA GLORIA INES

GEOFUNDACIONES S.A.

GOMEZ POSADA JESUS ESTEBAN

SANIN CORREA CAMILA

SANIN CORREA JULIO ANDRES

AYALA GARCIA CARLOS FERNANDO APT

RIVAS DE BRIGARD MARTA MAGDALENA APT

WALKIRIA COMPAÑIA DE INVERSIONES SAS APT

WINSTON 2 F SAS APT

UNION TEMPORAL MEDIPOL 11 APT

SET ARANGO Y CIA. S.C.A.

ZAPATA ARIAS LUIS FERNANDO

33.283

32.450

31.954

31.571

31.406

30.936

30.924

30.701

30.251

29.964

29.777

29.084

28.677

27.740

27.324

26.792

26.667

26.647

26.277

26.253

26.142

26.047

26.040

24.902

23.883

23.644

23.609

23.423

23.042

21.909

21.877

21.747

21.747

21.633

21.633

21.633

21.633

21.525

21.311

20.700

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,02%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

Page 212:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

212

GUZMAN LONDOÑO SANTIAGO

FERMATI SAS

ZONENSHAIN DE KAPLAN MYRIAM

GONGORA MORENO FABIO

ISAZA DE LA OSSA JUAN RICARDO

PERMANECER S.A.

GUZMAN LONDO?O FERNANDO

OSPINA PELAEZ OSCAR DARIO

SILVA CARREÑO MARIA EUGENIA

PUERTA MESA MARIA PATRICIA

WHITE ARBELAEZ SUSANA

PEREZ DE ANGEL MARIA MERCEDES

BAYTER NARANJO MARIA EUGENIA APT

FIGUEROA RUEDA & ASOCIADOS S.A.S.

MUÑOZ GOMEZ MARIO

INVERSIONES N. RESTREPO Y CIA S.C.A. APT

WHITE ARBELAEZ MARIANA

KAPITALFORENINGEN LAERERNES PENSION INVEST

JARAMILLO OCHOA DARIO DE JESUS

PEREZ ROLDAN LUIS HERNANDO

CASTRO DE VELEZ MARIA EUGENIA

SCHUSTER MEKLER VANESSA

OBRAS Y MAQUINAS S.A.S.

ZAPATA ALVAREZ LUIS HERNANDO

VILLEGAS LONDOÑO BLANCA CECILIA

MEKLER DE SCHUSTER FANNY RAQUEL

INVERSIONES ARATOCA S.A.S.

BLUE ROCK INVESTMENTS S.A.S.

FUNDACION MUV

QUINTERO ROCA MARIA CLARA

INVERSIONES SINSONTE SAS

NAVELA S.A.S.

ARANGO CAMPUZANO RODRIGO

RAMIREZ DE MESA ANA CECILIA DEL PERPETUO SOCORRO

SALAZAR GIRALDO HUGO FERNANDO

SILVA SALAMANCA ROBERTO APT

COMUNICACIONES Y NEGOCIOS S.A.

THF INTERNACIONAL S.A.S.

FONDO PENSIONES OBLIGATOR. PORVENIR MAYOR RIESGO

KIM YOUNG CHUL

20.263

20.135

19.589

19.204

19.092

18.847

18.410

17.847

17.811

17.754

17.693

17.164

16.224

16.178

15.684

15.684

14.821

14.818

14.346

14.106

13.950

13.879

13.680

13.613

13.574

13.217

13.191

13.107

13.107

12.717

12.439

12.427

12.399

12.361

12.254

11.898

11.650

11.409

11.349

11.344

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

Page 213:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shar

ehod

er L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist

• S

hare

hode

r Lis

t • S

hare

hode

r Lis

t • S

hare

hode

r Lis

t

Shareholder List as of March 24 - 2015

213

JARAMILLO DE ISAZA MARIA EUGENIA

HERNANDEZ OLARTE LORENZO

QUINTERO PUERTA JUAN CARLOS

RENTERIA ANTORVEZA GREGORIO PABLO AUGUS

SINISTERRA DE RUEDA INES ELVIRA

POSADA BOTERO ANA CATALINA

GOMEZ SANCHEZ ALBERTO

CARDONA PAZ DIEGO FERNANDO APT

SOC. COLOM. DE ANEST. Y REAN. SCARE APT

EFINVER S.C.A. APT

ALVARODIAZ MUTIS MARIO JOSE APT

AYALA CANCINO ALVARO HERNAN APT

NARANJO DE BAYTER MARIA INES APT

EMERGING MARKETS CORE EQUITY PORTFOLIO OF DFA INVE

MONTOYA NARANJO AMED EUGENIO

ISAZA DELGADO JOSE FERNANDO

ALVARODIAZ MUTIS MARIO JOSE

ZAPATA OSPINA CARLOS ALBERTO

SCHILLER ASSOCIATES LTD

DESARROLLO EMPRESARIAL LTDA

FIGUEROA RUEDA JULIAN ANDRES

ZULUAGA MARTINEZ GUSTAVO ADOLFO

INVER PORT SAS

DUANA & CIA LTDA APT

MARTINEZ MARTINEZ BEATRIZ

INVERSIONES HERMANOS GUARIN GARCIA Y CIA S EN C

ESCOBAR URIBE IGNACIO

WHITE RESTREPO WILLIAN ALLAN

GOMEZ HERNANDEZ GLORIA RAQUEL

LIZCANO GUTIERREZ LTDA

SOCA LTDA

MANTILLA GOMEZ SOFIA

MANTILLA GOMEZ MATEO

ASOCIACION COLOMBIANA DE INGENIEROS CONSTRUC.

ZAPATA OSPINA GLORIA MARIA

VILA MARTINEZ IGNACIO

MORELLI SOCARRAS FRANCISCO JAVIER

J.R ISAZA Y CIA S EN C COMANDITA SIMPLE

PORTICOS INGENIEROS CIVILES S.A.

MIRANDA MARTINEZDEPINILLOS BELISA ISABEL

11.340

11.249

10.910

10.881

10.816

10.816

10.816

10.816

10.816

10.816

10.816

10.816

10.816

10.650

10.576

10.574

10.559

10.550

10.536

10.510

10.462

10.427

10.301

10.275

10.208

10.172

10.129

10.014

10.000

9.890

9.890

9.847

9.818

9.739

9.698

9.696

9.584

8.924

8.874

8.834

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

Page 214:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

214

ARANGO GUTIERREZ CLAUDIA MARIA

BRIGARD RICAURTE DANIEL ARTURO APT

ESGUERRA PORTOCARRERO SATURIA EUGENIA

QUINTERO PUERTA LUIS FELIPE

ZAPATA ALVAREZ LUIS HERNANDO

MARIN REY SANTIAGO

VILLEGAS MONTOYA JORGE IVAN

GUZMAN LONDOÑO MARIA PAULINA

EATON VANCE TRUST COMPANY COMMON TRUST FUND-PARAME

ESCOBAR JARAMILLO BERNARDO

LONDOÑO MARTA ELIZA

CARRASCO MORALES ERNESTO

GUZMAN GOMEZ HECTOR ENRIQUE

SERVICIOS DE INGENIERIA SERVING LTDA

INVERSIONES ISAZA VASQUEZ Y CIA. S.C.A.

ECHEVERRI CALLE PAOLA

DUQUE CHACON FRANCISCO APT

RESTREPO VILLEGAS MANUELA

MINOTAS MARTINEZ ANA MARIA

ISAZA DE GOMEZ MARIA CECILIA DE LA AUX.

FDO PENS OBLIGATORIAS COLFONDOS MAYOR RIESGO

ARISTIZABAL ARAMBURO ALMA GLORIA CECILIA

GOMEZ MINOTAS VALENTINA

VALDER COLOMBIA S.A.S

RUBINSTAIN LERNER MOISES LEON

ECCO - ESTUDIOS CONTRACTUALES S.A.S.

GOMEZ MINOTAS MELISSA

CARDONA JARAMILLO ANDREA

JARAMILLO DE ESCOBAR AMPARO

GARIBELLO CELY VICTORIA ELVIRI

ZULOAGA RODRIGUEZ CARLOS

GUARIN GARCIA LILIA STELLA

GAVIRIA RPO & CIA S.C.A

LOPERA VASQUEZ CARLOS ELIAS

LOPEZ BOTERO MANUEL ANTONIO

HENAO QUIROS ALEJANDRO

YUSTI CALERO GERMAN HUMBERTO

WILMINGTON MULTI MANAGER INTERNATIONAL

MARIA LIA RESTREPO Y CIA. S.C.A.

TRUJILLO MONTOYA ELISA

8.684

8.653

8.620

8.529

8.459

8.414

8.382

8.276

8.144

8.126

8.044

8.021

7.962

7.952

7.853

7.664

7.575

7.401

7.191

7.045

7.005

6.975

6.808

6.781

6.726

6.721

6.688

6.654

6.637

6.625

6.608

6.582

6.558

6.538

6.519

6.393

6.325

6.256

6.250

6.198

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,01%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 215:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shar

ehod

er L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist

• S

hare

hode

r Lis

t • S

hare

hode

r Lis

t • S

hare

hode

r Lis

t

Shareholder List as of March 24 - 2015

215

HOYOS PEREZ HILDA LUCIA

OTERO PALAU JAIME ENRIQUE

GOMEZ MIRANDA MARIA JOSE

ESTRADA BETANCUR JOHN JAIRO

VELEZ GONZALEZ JUAN RAFAEL

ROSEMBERG KOLKER MATILDE

URREA DE DIAZ BLANCA EUGENIA

SERRANO ACEVEDO ISMENIA

CUARTAS VILLEGAS MATILDE

SANIN CORREA CAMILA

SANIN CORREA JULIO ANDRES

GOMEZ MONTOYA MARIA DEL PILAR

JARAMILLO OCHOA OLGA LUCIA

CABALLERO URIBE JAIME EDUARDO

ACCINVERSIONES LTDA

INVERSIONES BAENA PEREZ Y CIA S.C.A.

HOYOS REBOLLEDO JULIAN

JARAMILLO OCHOA FRANCISCO JAVIER

VELILLA GUARIN Y COMPAÑIA SCS

CORREA POSADA ANTONIA

LONDONO REYEZ JUANA CATALINA

SINISTERRA POMBO MERCEDES

LUIS CARLOS ACOSTA MONTOYA

ALBA CONSULTING SAS

MONSALVE VANEGAS ANA MARIA

VASCO ARANGO INES AMPARO

ROCA PATIÑO ASTRID ROCIO

HACIENDA LOS MANGOS LOPEZ DE C. & CIA S EN C APT

METUPOL S.A

ESCOBAR PIEDRAHITA LUIS GONZALO

CORRIDORI ALESSANDRO

FUENTES ACOSTA JOSE ALBERTO

DUQUE OCHOA ANA MARIA

DUQUE OCHOA JUAN PABLO

ESCOBAR JARAMILLO MARTA LUCIA

VILLEGAS VILLEGAS HERNAN DARIO

FONDO MUTUO IM TRUST ACCIONES INDICE BRASIL

VELEZ ESCOBAR LUCRECIO FERNAND

FUNDACION DIEGO Y LIA

ZETAELE S.A.

6.078

6.057

5.768

5.635

5.624

5.410

5.408

5.408

5.408

5.408

5.408

5.398

5.206

5.171

5.150

5.115

4.982

4.975

4.876

4.867

4.841

4.788

4.700

4.651

4.542

4.503

4.491

4.326

4.308

4.186

4.180

4.142

4.000

4.000

3.963

3.963

3.950

3.930

3.908

3.793

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 216:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

216

VASQUEZ GAVIRIA GLORIA CECILIA

LOPEZ VIGOYA MARIA CAMILA

MERENDONI JARAMILLO CAMILO

RUIZ PATIÑO ORIOL DE JESUS

CLEVES SAA JOSE RAFAEL

AGUDELO AGUDELO MARIA TERESA

ISAZA BRANDO Y CIA S. EN C.

ESCOBAR REY MARIANA

MEJIA RAMIREZ FERNAN

CHACON OJEDA DORIS MARLENE

MULTIPARQUE CREATIVO S.A. APT

PANPA S.A.S.

SEPULVEDA LOZANO CIA LTDA

MINOTAS MARTINEZ ALBA MARINA

GIRALDO GOMEZ JORGE IVAN

INVERSIONES LA SOLIDEZ LIMITADA

PARRA VELASCO CARLOS ARMANDO

INVERSIONES ME S.A.S. APT

PORTAFOLIO ENERMIN SAS

MORELLI SOCARRAS LUZ MILA

CIA DE CARGA MOVITRANSPORTES S A S

GUERRA VALLE BLANCA CECILIA

EXCARVAR S.A.

CARDONA JARAMILLO LUZ VICTORIA

VALORES INCORPORADOS S.A.

HOYOS CEBALLOS ANGELA MARIA

ESCOBAR NEUMAN LUIS ERNESTO

INVEGSA S.A.S. APT

INVERSIONES LATAM S.A.S.

SALCEDO DE RESTREPO LIBIA GLORIA

RESTREPO SALCEDO ANGELA BEATRIZ

MEJIA RESTREPO FELIPE EDUARDO

INVERSIONES CINCO B S.A.S.

RIVERA MESIAS CATALINA MARIA

MUÑOZ CALLE ELIZABETH

LOPEZ JARAMILLO JACOBO

LOPEZ JARAMILLO ANTONIO

MUNEVAR ESCOBAR MARTHA CLEMENCIA

BORENSTEIN DE ROSENBAUM ETTICA

SALGADO BERNAL PEDRO PABLO

3.736

3.719

3.677

3.667

3.605

3.581

3.554

3.549

3.477

3.445

3.408

3.407

3.388

3.387

3.346

3.244

3.244

3.244

3.237

3.205

3.173

3.118

3.105

2.965

2.950

2.771

2.741

2.704

2.622

2.621

2.621

2.551

2.517

2.499

2.478

2.478

2.478

2.460

2.455

2.432

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 217:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shar

ehod

er L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist

• S

hare

hode

r Lis

t • S

hare

hode

r Lis

t • S

hare

hode

r Lis

t

Shareholder List as of March 24 - 2015

217

SANCHEZ BARACALDO LUIS ALVARO

RESTREPO SANTAMARIA ANA CLAUDIA

NOVOA MORENO MARY LUCERO

MARIN LOPEZ MONICA LILIANA

ESPINOSA ABAD GREGORIO

INVERSIONES ORION LTDA

INVERSIONES VELOBAR VELASQUEZ & CIA S.C.A

INVERSIONES PAVAN S EN C

ARISTIZABAL GUTIERREZ SOFIA

ARISTIZABAL GUTIERREZ JULIANA

ARISTIZABAL GUTIERREZ LAURA

OCHOA BOTERO LUZ ELENA

VARELA GONZALEZ ANA CECILIA

BOTERO OSSA MARIA MARGOTH

GARCIA MUTIS SERGIO

DORFZAUN DE FINKELSTEIN JANET SUSANA

ARBELAEZ BURAGLIA LUIS FELIPE

HERNANDEZ DE MORA LEONOR

ARISTIZABAL RODRIGUEZ MARIANA

URIBE TORO JULIO CESAR

PEREZ ROLDAN RAFAEL DARIO

BARRERA GUZMAN DANIELA

BARRERA GUZMAN CAMILA

BRIGARD HOLGUIN ROBERTO

LLERAS FIGUEROA CRISTINA

RESTREPO LONDO?O JUAN GUILLERMO

CONSTRUCCIONES AR&S LTDA

GUZMAN GOMEZ JOSE JULIAN

GUZMAN GOMEZ MARIA CLARA

VARGAS CASTILLA VANESSA

URIBE BERNAL SANDRA MILENA

ECHEVERRI GOMEZ NATALIA BEATRIZ

ROJAS ANGIE MARCELA

BURBANO TORRES EDUARDO

SPDR SP EMERGING LATIN AMERICA ETF

HENAO ARANGO LINA MARIA

MONTEHERMOSO JARAMILLO CARLOS RODRIGO

LONDO¥O MONTOYA JUAN JOSE

RUGAR INDUSTRIAL COMERCIAL S.A

CADENA AVELLA EDGAR JAVIER

2.406

2.379

2.297

2.274

2.268

2.163

2.163

2.163

2.148

2.147

2.147

2.131

2.124

2.069

2.060

2.060

2.060

2.027

2.019

2.000

1.989

1.982

1.982

1.979

1.957

1.950

1.912

1.898

1.898

1.895

1.859

1.859

1.859

1.853

1.817

1.780

1.759

1.667

1.649

1.649

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 218:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

218

MUÑOZ MUÑOZ FELIPE EDUARDO

MINOTAS MARTINEZ PIEDAD LUCIA

ALZATE MAYA PABLO ANDRES

UPEGUI CARRILLO YECID ALBERTO

CORPORACION INDUSTRIAL MINUTO DE DIOS O CIMD

VILLEGAS OSPINA MARIA MERCEDES

RENDON OSPINA JHON JAIRO

GOMEZ DE SOTO NORMA LUCIA

CABAL VELEZ SANTIAGO

ISAZA URIBE JUAN MARTIN DEL NIÑO JESUS

CORREA GUTIERREZ RAFAEL IGNACIO

INCIVILCO S.A.

RENTERIA RODRIGUEZ CAROLINA

PULIDO ZORRO ADRIANA MARIA

RESTREPO LONDOÑO MANUELA

VARGAS GOMEZ MARIA CLAUDIA

URIBE DE MENDEZ ESTELA

DIAZ ESCOBAR RAMON

ZAPATA OSPINA CARLOS ALBERTO

RESTREPO GOMEZ CARLOS ANDRES

ZAPATA ESPINOSA CAROLINA

HABITAT URBANO S A

GOMEZ ARISTIZABAL DANIELA

VILLEGAS JARAMILLO OLGA MATILDE

COMERCIAL AGROPECUARIA DE LA CUESTA LTDA

VENTAS PROFESIONALES LTDA

MEJIA BOTERO ANA MARIA

DIEZ ZULUAGA MARIA CONSTANZA APT

ESCOBAR CUARTAS ANTONIO JOSE

BEJARANO DE LA TORRE VICTORIA EUGENIA

GONZALEZ DUQUE RICARDO

MEJIA BOTERO SANDRA SUSANA

CONSTRUCTUM S.A.S

BARONA ZULUAGA BERNARDO

ARIAS BEDOYA LEONARDO ARTURO

AYALA ROA JUAN CAMILO

CASTILLO FLOREZ ARNULFO

NIETO PEÑARANDA VICTORIA ISABEL

PERILLA RODRIGUEZ MARCELA

ORTIZ PERDOMO VICTOR MANUEL

1.641

1.548

1.534

1.462

1.452

1.424

1.359

1.322

1.319

1.309

1.307

1.292

1.249

1.246

1.245

1.216

1.205

1.192

1.171

1.169

1.154

1.135

1.133

1.112

1.083

1.081

1.066

1.045

1.016

1.000

1.000

985

980

958

931

918

915

907

883

878

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 219:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shar

ehod

er L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist

• S

hare

hode

r Lis

t • S

hare

hode

r Lis

t • S

hare

hode

r Lis

t

Shareholder List as of March 24 - 2015

219

MENDOZA CRUZ MICHAEL JOSEPH

CALLE CUARTAS IGNACIO

DURAN RESTREPO SILVIA MARIA VICTORIA

PEREZ CORREA LUIS EDUARDO

ECHEVERRI PEREZ LUIS GABRIEL

VELEZ NARANJO DARIO DE JESUS

CASTRILLON DE ROJAS ROSMIRA

PEREZ RODRIGUEZ JOSE ARNALDO

SANCHEZ VASCO BETTY

CARRIZOSA GELZIS ALBERTO

RUEDA POMBO JUANA

MU?OZ PRADO FRANCISCO

AZCARATE GUTIERREZ JULIANA

GUTIERREZ DE AZCARATE MARTHA LUCIA

VARGAS SIERRA ALFREDO

GALVIS DIAZ ALVARO ENRIQUE

CARVAJAL LAGUADO NIDIA MARIA

SIERRA BENAVIDES RUTH ADRIANA

INTERBOLSA SA COMISIONI BOLSA EN LIQ FORZ ADMINIST

PEREA DONADO JORGE ENRIQUE

MARIÑO ORTIZ ENRIQUE ALFONSO

LONDOÑO SILVA ALONSO

ROMANOWSKI LARDIAZABAL MONICA DEISI

ARBELAEZ ARENAS OSCAR EMILIO

SANTA CORREA ERIKA

ARANGO GUTIERREZ SOL BEATRIZ

MARTINEZ SALDARRIAGA PILAR

TORRES ROJAS LUIS YHETZAEL

BOTERO ANGULO JORGE HUMBERTO

ESTRADA OTALVARO SANTIAGO JUNIOR

PARDO URIBE ILANA

AVELLANEDA CORTES RICARDO DANILO

CORTES PEREZ ANA MARIA

GAVIRIA GOMEZ JUAN CARLOS

GUERRA GUTIERREZ JORGE URIEL

CABRALES DE DEL CASTILLO MARIA EUGENIA CABRALES DE

DEL CASTILLO RESTREPO CARLOS

STUP DE COLOMBIA LTDA

ISGAM Y CIA S. C. S.

CORDOBA MUÑOZ RAMON ANTONIO

865

860

827

795

765

726

723

698

695

670

668

662

642

642

622

602

600

584

574

568

566

554

540

531

528

515

503

466

441

419

416

416

402

397

372

371

371

360

356

347

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 220:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

220

OSCAR VELASQUEZ Y CIA S EN C

ARIAS BEDOYA DESIREE

MENDOZA TRUJILLO NIRZA ROCIO

CARLESIMO REY SIMONE

S & A SANTANDER Y ASOCIADOS LTDA

PENAGOS ECHAVARRIA DAVID

RESTREPO VELASQUEZ MARTIN

RAMIREZ HOYOS MARTIN FERNANDO

NOVOA PINEDA ROSALBA

VELASQUEZ URIBE SEBASTIAN

SIERRA DE ALICASTRO OLGA DE JESUS

ARIAS BEDOYA MONICA LUCIA

QUIROGA CORTES JUAN DE JESUS

RUIZ PAEZ ALBERTO

ALARCON ALARCON HECTOR

AGUILAR RONCANCIO ROSA INES

ESPEJO SAAVEDRA CUERVO ENRIQUE

MINOTAS MARTINEZ LIGIA SUSANA

MESA MATEUS FABIAN LEONARDO

PENALOZA DIAZ WILLIAM GILBERTO

RAMIREZ FRANCO OSCAR ANTONIO

MEJÌA URRUTIA WILLIAM HUMBERTO

TOPCO S.A.

GOMEZ POSADA PAULA ANDREA

SANCHEZ CAMARGO REGINA

COBACO S.A.

OSMA CRUZ STEPHANIE

ATENEA INVEROCCIDENTE S.A.S.

INGOMON S.A.S

RESTREPO LONDOÑO MANUELA

SALAZAR REVIAKINA ALEXANDER

TUTA APONTE GUILLERMO

PATIÑO VELASQUEZ JORGE WILSON

MAQUINARIA Y CONSTRUCCIONES LTDA.

SILVA TIRADO MIRIAN

JARAMILLO BERROCAL CAMILO

INVERSIONES Y VALORES S.A.S

V.D PACHECO ANGULO S EN C

PATIÑO RIOS MARISOL

HERMANITAS DE LOS POBRES

346

331

324

299

298

280

272

267

264

243

226

225

225

225

217

212

206

204

199

195

195

195

179

173

164

164

149

147

142

138

135

134

134

130

128

128

128

123

122

121

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 221:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shar

ehod

er L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist

• S

hare

hode

r Lis

t • S

hare

hode

r Lis

t • S

hare

hode

r Lis

t

Shareholder List as of March 24 - 2015

221

PARDO CARDENAS GERTRUDIS

AZCARATE RIVERA FRANCISCO

GARCIA HENAO LUZ ENITH

CONSTRUCCIONES CORTES PEREZ S A

DUQUE ECHEVERRI JORGE ALBERTO

ALVAREZ MIRA CATALINA MARIA

BETANCUR ZULUAGA JUAN CARLOS

VASCO ANDRES MAURICIO

TAMAGUINI RENDON ANDREINA

INVERSIONES SAN CAYETANO DE LAS ALEGRIAS S.A.S.

GAMBOA RAMIREZ VALENTINA

GARCIA HERRERA NELSON HEBERT

ORTIZ MINOTAS CAROLINA

ORTIZ RENDON IRMA PATRICIA

BLANDON CORTES VICTORIA ELENA

PINILLA GOMEZ SANDRA LILIANA

MARTINEZ LIZARAZO EDMUNDO ALEJANDRO

MALDONADO AVILA JORGE

ARANGO JARAMILLO CRISTINA

MENDEZ PIRA JUAN MANUEL

BARRERA CASTIBLANCO JAIRO ALBERTO

AREVALO ORDO?EZ LUIS FERNANDO

MORENO MENDOZA MYRIAM BERTILDE

DUQUE MENDEZ MARTHA JEANNETTE

ZAMUDIO FERNANDEZ BLANCA LILIA

ZAMBRANO RAMIREZ JUAN DIONISIO

DUQUE FLOREZ HAROL ROBERTO

SANCHEZ GOMEZ LILIAN JOHANNA

PAZ GARCIA PAULA ANDREA

BOHORQUEZ HERRERA LUZ ANGELICA

BELTRAN GONZALEZ ALFREDO RICARDO

RUEDA MOSQUERA MARIA VICTORIA

ARIZA RODRIGUEZ RUTH MILENA

SANCHEZ SANDRA LILIANA

CAMACHO DIAZ LINDA YINETH

GARZON ARISTIZABAL ALEXANDER

SASTOQUE BAYONA JUAN MANUEL

OSPINA PARDO ADRIANA

FRANCO MORALES LUZ MIREYA

QUIJANO CAYCEDO MARIA DEL PILAR

121

118

118

113

112

112

103

103

100

99

84

81

79

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 222:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

222

MARTINEZ BARAHONA YUDI

ESPITIA HERRERA DIANA PATRICIA

MOLINA MONTAÑEZ MARIA HERLINDA

RODRIGUEZ NAVARRO LUZ AYDA

LOZANO BARRERO JAEL

BUSTAMANTE CARRIZOSA MIRYAM

JIMENEZ ROCHA GLORIA INES

ARDILA GOMEZ OSCAR EDUARDO

POLO RENDON ARIANA FAUZURI

GUTIERREZ MARTINEZ CLAUDIA BRIGITT

VEGA ORTEGA LUZ STELLA

CABRERA LAISECA JORGE ELIECER

REYES LOPEZ NANCY

MORENO RODRIGUEZ DANILO ISAIAS

CHAVARRO CHOCONTA ALEXANDRA

QUIJANO OJEDA MAGDA JANNETH

BAQUERO CELY MARISOL

PEREZ SUSUNAGA MARTHA YAMILE

MONCALEANO SANCHEZ BENJAMIN

MANTILLA RODRIGUEZ MARTHA CECILIA

AYALA GOMEZ RICHARD NORBERTO

DUEÑAS APOLINAR MANASES

TORRES RINCON NIDIA CRISTINA

DEANTONIO MARTINEZ BLANCA DELIA

UBAQUE VASQUEZ MIGUEL ANGEL

MENDEZ MARTINEZ ALVARO ANTONIO

VALENCIA VILLEGAS NESTOR ALBERTO

JIMENEZ VEGA CAROLINA

MELO HERNANDEZ SNEYDER

MONTOYA CASTRILLON ANDRES ANTONIO

VILLAFAÑE SOGAMOSO LINA MARIA

SERRANO PEREZ MARTHA LUCIA

CRESPO PAEZ ALFREDO JOSE

TIBADUIZA VERGARA MONICA ALEXANDRA

VASQUEZ BASTIDAS MARY LUZ

LLANO GARCIA LUZ ANGELICA

GIRALDO GRANADA SANDRA MILENA

LOPEZ MONTES OMAIRA ANGELICA

MARQUEZ VALENCIA PAOLA ANDREA

GAVIRIA BETANCOURT GLORIA AMPARO

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 223:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shar

ehod

er L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist •

Sha

reho

der L

ist

• S

hare

hode

r Lis

t • S

hare

hode

r Lis

t • S

hare

hode

r Lis

t

Shareholder List as of March 24 - 2015

223

ALZATE DUQUE PAOLA JOHANA

MORA MARIN MARIA NELLY

ALVAREZ GIRALDO CLAUDIA BEATRIZ

LOPEZ LEMUS ANDREA

SANCHEZ CASTAÑO MARIA TERESA

VARGAS GARCIA LUZ ELENA

FLOREZ HENAO JULIETH

GIRALDO VARGAS CAROLINA

LEIVA ALZATE NINI YOHANNA

AGUDELO MARIN LUZ ADRIANA

CORRALES RODRIGUEZ NUBIA

TABARES HOYOS VIVIANA ANDREA

IZQUIERDO CUERVO LUIS DENIS

VELASQUEZ HOLGUIN BEATRIZ

TAPIAS VILLADA LUZ ADRIANA

HERNANDEZ LOPEZ FABIOLA

MONTOYA HENAO BIBIANA MARITZA

MARIN PEREZ DIANA PATRICIA

GIRALDO RUIZ AHIMARA MILENA

CARO ARENAS CLAUDIA ISLENI

ARROYAVE VIDAL GLORIA NANCY

PEREZ SALAZAR CLAUDIA YANETH

LOPEZ MOLINA MARICELA

GALVES LOAIZA ARCESIO

SERNA TORO CLAUDI LILI

LONDOÑO PINILLA LILIANA PATRICIA

QUINTERO MARTINEZ ELIANA MABEL

SOTO BLANDON LAURA MARIA

BAÑOL GUTIERREZ LILIBED

LOPEZ RODAS DIANA MARIA

RAMIREZ GUEVARA GLADYS AMPARO

URIBE AGUDELO LUZ EMILIA

TRUJILLO GRISALES DIEGO MAURICIO

GIRALDO HERNANDEZ CLAUDIA MILENA

GOMEZ GOMEZ LINA MARCELA

ALARCON CORTES MARTHA SULAY

BECERRA OSPINA ELSA YANETH

CARDONA GONZALEZ ANGELA MARIA

PACHON SALAZAR MARCELA

MARTINEZ ARISTIZABAL NATALIA

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

Page 224:  · Juan Fernando Aragón Mazo ... Mario Restrepo Arango José Alberto Gómez Montoya Alejandro Hernández Páramo Juan Sebastián Barrientos Francisco Javier López

Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

224

MEJIA URIBE CARLOS ALBERTO

CASTRILLON AGUIRRE JORGE AROLDO

LOPEZ CASTAÑO BLANCA FLOR

OBANDO PULIDO CARLOS JULIO

GONZALEZ IZA LIA MARIA

CASTRO PEREZ FABIO ANDRES

BONILLA ZUñIGA GLADIS ELENA

GONZALEZ GARCIA DIANA JULIETH

GUTIERREZ BARRIGA EDUARDO ANDRES

FLOREZ GARCIA MARINELA

LONDOñO MARIN SANDRA MILENA

ESTRELLA MARTINEZ LUZ ESTELA

ZAPATA HURTADO DIANA MILENA

CORREA PATIñO EDUAR

CUARAN GLADYS YOLANDA

ECHEVERRI CASTAñO LILIANA

VALENCIA TORO ELIZABETH

GARCIA JIMENEZ JHOANA ALEXANDRA

ALEJALDE ARIAS GLADYS ESTELA

LONDOñO GARCIA DAILYT YANET

MOSCOSO SUAREZ CLAUDIA

FLOREZ CASTAñO CLAUDIA YANETH

PINEDA AREIZA LELI YANETH

GIRALDO QUICENO LUCELLY

RUBIO CUBILLO YADI MARCELA

GUZMAN MONTOYA YINNA ALEJANDRA

RICAURTE MARTHA ISABEL

LAME SANTAMARIA MARIA EUGENIA

RIVERA CUELLAR FABIAN ANDRES

CRUZ LUGO LUZ AMPARO

DIAZ LOPEZ CARLOS ALBERTO

YEPES ARIAS RUBEN ALONSO

VELEZ GOMEZ LUIS FERNANDO

CARDENAS ESPINOZA PAULA

SANCHEZ GIRALDO JULIANA

PEñA LUNA RONALD MAURICIO

SUAREZ ALVAREZ LEDY MARCELA

VIDAL ORJUELA JHON ALEXANDER

RINCON PARDO LUIS WELFERD

BELTRAN GUTIERREZ HENRY ALEXANDER

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

66

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

0,00%

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Shareholder´s Name Number of Shares % of shares

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Shareholder List as of March 24 - 2015

225

RUIZ BETANCOURTH ALEJANDRA MARIA

DUQUE VARGAS DIEGO ALEXANDER

SOTO VILLADA MARIA EDILMA

RODRIGUEZ CEBALLOS YOLANDA ANDREA

CARDONA CARDONA JOSE JAIR

HENAO VALENCIA MONICA MARIA

GARZON MARIA SMITH

BASTIDAS GUSTIN ARMANDO MAURICIO

ACEVEDO DE VILLA LUZ ESTELA

GOMEZ ARISTIZABAL JUAN CAMILO

OQUENDO RESTREPO VALERIA

SALAZAR CARDONA CARLOS ARIEL

PQUIM LTDA

GOMEZ HERNANDEZ JUAN ALBERTO

CUBIDES Y MUNOZ LIMITADA

NARANJO HENAO EDGAR ANDRES

ALIANZA FIDUCIARIA S.A.

MONTOYA BUSTAMANTE JOSE FERNANDO

GRINCO LTDA

MONTOYA BUSTAMANTE ADRIANA MARIA

BUSTAMANTE DE MONTOYA OLGA BEATRIZ

MONTOYA BUSTAMANTE LUCAS

MONTOYA RIVERA IGNACIO

HERNANDEZ GONZALEZ ADRIAN LEANDRO

MIRACRUS S.A.S.

LATORRE OCHOA JULIAN FELIPE

CHAVES ZULUAGA Y CIA SCA

RIVERA OSSA CARLOS MARIO

CORREDOR DE JARAMILLO MARIA GLADYS

DEEB ASOCIADOS LTDA

MONTOYA RIVERA JOSE JAIME

VIEIRA MEJIA MARCO AURELIO

PEREZ KOLLER MARIA CATALINA

POSADA SALAZAR OLGA LUCIA

POSADA GREIFFENSTEIN JORGE

VARGAS ALVAREZ ARSENIO

REINOSA SOTO BEATRIZ

UPEGUI IBARRA DIANA PATRICIA

RODRIGUEZ AVELLANEDA MARIA ALEJANDRA

QUIÑONES ESCOBAR JAIRO GUILLERMO

66

66

66

66

66

66

66

66

61

58

55

53

52

50

46

28

27

26

26

26

26

26

26

25

25

17

12

10

10

10

10

8

6

4

3

3

3

3

2

2

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Shareholder´s Name Number of Shares % of shares

Shareholder List as of March 24 - 2015

226

PEREZ VIVAS MARTHA LUCIA

CUERVO ARISTIZABAL ANGELA ANDREA

AGUDELO GOMEZ MARIA CIELO

GIRALDO LONDOÑO SANDRA ELIANA

MOSQUERA BARRAGAN GUILLERMO ALBERTO

MENDEZ FRANCO YOLANDA

NIETO CARDONA MARIA ANGELICA

BARRIENTOS VELASQUEZ MARIA ISABEL

ARIAS DUQUE JOSE RAMIRO

GARCIA PELAEZ ARIANIS ROCIO

MORALES AYALA PAOLA ANDREA

MARIN MORALES LUZ MARLENY

MARULANDA HINCAPIE GLORIA STELLA

ECHEVERRI GIRALDO LUZ ELENA

MORALES MARIA DEL PILA

CARDONA PRADO ELVIA CRISTINA

MOLINA PAOLA ANDREA

DELGADO ROJAS HUGO ALEXANDER

FERNANDEZ PATIÑO DAVID ANDRES

ROMARCO S.A.

HERNANDEZ MORENO LUIS ALBERTO

ALVAREZ SAMPER DANIEL ARMANDO

2

2

2

2

2

2

2

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Shar

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Annex 2Contingencies

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Contingencies

Tax Matters

To date, GRUPO ODINSA has no pending tax matters.

Against GRUPO ODINSA S.A.

1.Corporate Restructuring of Carlos Gavi-ria y Asociados Ltda. Currently Under Li-quidation by Assignment

a.Type of Proceeding:

Liquidation

b.Currently Underway:

Superintendence of Corporations. Superinten-dence In Charge of Insolvency Proceedings.

c.Current Status:

−Dated January 13, 2014, the Superinten-dence approved the final rendering of ac-counts of the liquidator as of November 26, 2013, and which was presented by Dr. Javier Suarez, liquidator of the company Carlos Gaviria y Asociados S.A., thus declaring the liquidation proceedings for the awarding of the assets that comprise the equity of the Company at its end. It also ordered the dos-sier be filed.

−By warrant of December 1, 2014 the Su-perintendence orders the reopening of the proceedings, given the appearance of a new vehicle not in inventory nor awarded in the liquidation proceedings, and authorizes the transfer be made in favor of Juvenal Patiño.

−By warrant of January 26, 2015 the Super-intendence determines to maintain the or-der to reopen the liquidation proceedings, in order to protect the bulk of the liquidation against the actions of Grupo Odinsa S.A. It orders the Chamber of Commerce, the Third Civil Circuit Court, the Civil Circuit Court, Ci-vil Division of the Superior Court of Bogota, and the insurance company Compañia de Seguros Confiaza to officiate.

−On February 2, 2015 Grupo Odinsa S.A. files an appeal for reversal against the warrant which ordered to maintain the reopening of the liquidation proceedings of Carlos Gavi-ria and Associates in Liquidation by Assig-nment.

−Currently the proceedings are pending the decision on the appeal for reversal.

d.Case File:

No. 43704

e.Approximate Amount:

The company Grupo Odinsa S.A. was iden-tified as a creditor of the company under liquidation for the amount of one thousand seven hundred thirteen million nine hundred ten thousand two hundred sixty one COL pe-sos ($1,713,910,261), and its credit has been classified within those of type class four as “supplier”. In addition, the company Grupo Odinsa S.A. was also identified as a debtor of Carlos Gaviria y Asociados for the amount of one thousand two hundred eighty eight mi-llion two hundred fifteen thousand six hun-dred thirty six pesos ($1,288,215,636).

f.Legal Contingency:

Eventual

2.Carlos Gaviria y Asociados S.A. En Reor-ganización (Under Reorganization) vs Or-ganización de Ingeniería Internacional S.A – Grupo Odinsa.

a.Name of the Plaintiff:

Carlos Gaviria y Asociados Ltda. Currently Under Liquidation by Assignment

b.Name of the Defendant:

Grupo Odinsa S.A.

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c.Type of Proceeding:

Executive Proceeding

d.Currently Underway:

The First Civil Court of the Specialized Cir-cuit for the Clearance of Backlogs. The pro-ceeding was reassigned and is currently underway in the Third Civil Circuit Court of Bogota.

e.Current Status:

• July 29, 2014: The Superior Court of Bo-gota confirmed the first instance ruling, ordering to proceed with the execution, and denying the exceptions proposed by Grupo Odinsa to recognize the advance payment that was paid to Carlos Gaviria y Asociados when they signed the pur-chase orders.

• July 28, 2014: Filed the official brief 3835-14 originating from the Civil Cir-cuit Court 40 of Bogota, by which the monetary obligation arising from the judgment rendered in this proceeding is sequestered.

• August 11, 2014: The Court takes into account the sequestered on the balance decreed by the Civil Circuit Court 40.

• August 19, 2014: Grupo Odinsa S.A in-terposes an appeal for reversal and in allowance for appeal, so that the warrant that decrees the sequestering to be corrected, because it is not the balance which is sequestered, but the ruling which is sequestered.

• September 19, 2014: the Judge revokes the warrant of August 121, considering that it is not about the sequestering of a balance, but orders the Civil Circuit Court 40 to clarify the sequestered ob-ject.

• October 7, 2014: Grupo Odinsa S.A. in-terposes an appeal for reversal and an allowance for appeal, requesting the ru-ling be sequestered.

• January 14, 2015: Grupo Odinsa S.A. invokes the certificate of existence and legal representation of Carlos Gaviria y Asociados Liquidada (Liquidated) as-

king the court to note that the company is terminated (extinct), as well as the power of the legal representative of the defendant.

• February 4, 2015: The proceeding is currently pending a determination re-garding the appeal entered by Grupo Odinsa S.A. regarding the sequestration ruling.

f.Approximate Amount:

According to the reasoned estimate of the claim mentioned in this suit, these are cu-rrently worth one thousand three hundred thirty eight million four hundred sixty one thousand three hundred and ninety COL pe-sos ($1,338,461,390).

g.Case File:

No. 11001310300320110074701

h.Legal Contingency:

Eventual

3.Direct Reparation of Damages of Jhon Jaime Gonzalez Jaramillo — Nohra Del Socorro Gonzalez Jaramillo — Luz Esthela Gonzalez Jaramillo — Gloria Patricia Gon-zalez Jaramillo — Marleny Gonzalez Jara-millo — Paola Yovana Gonzalez Jaramillo- Maria Elena Gonzalez Jaramillo T. Jorge Eliecer Gonzalez Jaramillo vs the Instituto Nacional de Vias, INVIAS (National Road-way Agency) - Autopistas del Café S.A. —Agencia Nacional de Infraestructura , ANI (National Infrastructure Agency) - Grupo Odinsa S.A. T. Cooperativa de Trabajo Aso-ciado El Mitre Ltda. in Liquidation

a.Name of the Plaintiff:

Jhon Jaime Gonzalez Jaramillo — Nohra Del Socorro Gonzalez Jaramillo — Luz Esthela Gonzalez Jaramillo — Gloria Patricia Gonza-lez Jaramillo — Marleny Gonzalez Jaramillo — Paola Yovana Gonzalez Jaramillo- Maria Elena Gonzalez Jaramillo and Jorge Eliecer Gonzalez Jaramillo

b.Name of the Defendant:

The Instituto Nacional de Vias, INVIAS (Na-tional Roadway Agency) - Autopistas del Café S.A. —Agencia Nacional de Infraestructura,

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ANI (National Infrastructure Agency) - Gru-po Odinsa S.A. T. Cooperativa de Trabajo Asociado El Mitre Ltda. in Liquidation

c.Type of Proceeding:

Direct Reparation of Damages

d.Currently Underway:

Second Administrative Oral Court for the Clearance of Backlogs of Armenia.

e.Currently Status:

• August 1, 2014: filed suit.

• October 15, 2014: warrant supporting suit is issued.

• December 15, 2014: the defendant was notified of suit

f.Approximate Amount:

According to the reasoned estimate of the claim mentioned in this suit, these are cu-rrently worth two thousand nine hundred million COL pesos. ($2,900,000,000).

g.Case File:

No. 63001333375220140007600

4.Singular Executive Proceeding of Carlos Gaviria and Associates in Liquidation by As-signment vs Organizacion Internacional de Ingenieria S.A. - Grupo Odinsa S.A.

a.Name of the Plaintiff:

Carlos Gaviria and Associates in Liquidation by Assignment

b.Name of the Defendant:

Organizacion Internacional de Ingenieria S.A. - Grupo Odinsa S.A.

c.Type of Proceeding:

Singular Executive Proceeding

d.Currently Underway:

The Fifth Civil Circuit Court of Bogota.

e.Current Status:

• May 16, 2014: suit filed against Grupo Odinsa.

• June 16, 2014: ruling of payment aga-inst Grupo Odinsa.

• July 21, 2014: we file appeal for reversal against the warrant ordering payment.

• August 20, 2014: the dispensation for nonexistence of the plaintiff is proven, reinstate ruling of May 21, 2014 to deny the order of payment.

• September 3, 2014: the appeal filed by the plaintiff is granted.

• February 3, 2015: proceedings are cu-rrently underway in the Superior Court of Bogota - Civil Division for their ap-pellate ruling, regarding appeal filed by the plaintiff against the warrant which declared proven the dispensation for nonexistence of the defendant.

f.Approximate Amount:

According to the reasoned estimate of the claim mentioned in this suit, these are cu-rrently worth seventy million nine hundred seventy four thousand thirteen COL pesos ($190,974,013).

g.Case File:

No. 11001310300520140032600

Administrative Proceeding for Direct Com-pensation for Damages of the Fiduciaria Cafetera FIDUCAFE and Trilladora de Ma-nizales vs Organización de Ingeniería In-ternacional S.A. - Grupo Odinsa S.A. and Others

This process is currently underway in the Third Section of the Council of State, which must decide whether to admit the appeal fi-led by the plaintiff.

The plaintiff seeks that Autopistas del Café S.A. and Others be made responsible for a series of geological instabilities that would have occurred in a plot of land which is their property, due to an “infill” that serviced the

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construction of the road project. Conse-quently the plaintiffs are asking for the pay-ment of compensation in their favor.

The claim of the suit amounts to three bi-llion, seven hundred ninety-three million eight hundred twenty-four thousand five hundred COL pesos ($ 3,793,824,500.00) of 2006.

Current Status: Administrative Disputes Court of Caldas granted the appeal filed by the plaintiff against the judgment of first instance, favorable to the interests of the Or-ganización de Ingeniería Internacional S.A. Grupo Odinsa S.A.

The next step is that the Council of Sta-te supports admit the recourse for appeal, and then the proceeding for second instance (appeal) is filed.

Administrative Proceeding for Direct Com-pensation for Damages of the Universidad Antonio Nariño vs Organización de Ingenie-ría Internacional S.A. - Grupo Odinsa S.A. and Others

These proceedings are currently underway in the Administrative Court of Caldas.

The plaintiff seeks that Autopistas del Café S.A. and Others be made responsible for a series of geological instabilities that would have occurred in a plot of land which is their property, due to an “infill” that serviced the construction of the road project. Conse-quently the plaintiffs are asking for the pay-ment of compensation in their favor.

The claim of the lawsuit (higher estimated amount by the plaintiff), amounts to five bi-llion two hundred forty four million seventy five thousand COL pesos ($5,244,075,000).

Current Status: the concluding arguments for the completion of the first instance were presented, requesting that the claims in the lawsuit be denied.

The next step is that the Administrative Dis-putes Court of Caldas arrive at their first instance ruling.

Ordinary Proceeding for Extra-Contractual Civil Liability of Luis Fernando Serna Melia

vs Organizacion Internacional de Ingenieria SA – Grupo Odinsa S.A. and Others

These proceedings are currently underway in the Second Civil Circuit Court of Maniza-les.

The plaintiff purports that Autopistas del Café Grupo and Odinsa S.A. perform the tasks of stabilizing the slopes of the farm “Don Eduardo”, located on the road from Pereira leading to Manizales.

The claim of the suit amounts to one hun-dred thirty four million ninety two thou-sand one hundred eighty seven COL pesos $134,092,187.00) of 2011.

Current Status: the first instance is in cour-se, specifically in the evidentiary phase, which is almost completed.

Following, the court will move to hear con-cluding arguments from the parties.

Arbitral Proceeding, Pro Energy Services Panamá S.de Rl. (Pes) vs Generadora del Atlántico S.A.

Background and Current Status: in the year 2011 Pro Energy Services Panama S. de Rl. (Pes) filed an arbitration claim against GENA based in Panama, and the amount of the claims were of USD $2,080,381.27

On April 15, 2013 the Court of Arbitration handed down the award within the afore-mentioned proceedings, and sentenced GENA to pay the sum of USD $1,224,381 plus interest.

On May 27, 2013, GENA filed before the Supreme Court of Panama a recourse for annulment of the arbitration award, which was terminated at the request of GENA as a result of the settlement agreement signed between the parties on February 26, 2015.

Arbitral Proceeding, Pro Energy Services Panamá S. de Rl. (Pes) vs GENA and Others

Background: on September 8, 2011 Pro Energy Services International Inc. (“PES”) filed a request for arbitration with the Inter-national Chamber of Commerce (ICC) aga-inst GENA and other defendants (including Odinsa Holding Inc. and Grupo Odinsa).

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Odinsa Group objected to being part of the arbitration proceeding, and as a result of the arguments presented, Grupo Odinsa was excluded from the proceeding as the arbi-tration tribunal considered that it no juris-diction over that company.

The claims were for the amount of USD $22,027,056.43.

Arbitration Award: The Court of Arbitration ruled on the arbitration award on December 13, 2014 (notifying on December 18, 2014), sentencing the defendants to pay the amou-nt of USD $15,653,974.40.

Current Status: on February 26, 2015, the parties signed a transaction and decided on the payment of a sum to be less than the sentence.

With the above agreement worth USD $13,585,000, the claims of PES resulting from controversies in Houston and Panama are settled.

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www.odinsa.comCarrera 14 # 93A-30 Bogotá D.C. - Colombia Tel.:(571) 650 1919Fax: (571) 635 6202