Consolidated Financial Statements 2012 - odinsa.com€¦ · Consolidated Financial Statements 2012 ORGANIZACIÓN DE INGENIERIA S.A - Grupo Odinsa S.A. Consolidated Balance Sheet (Thousands

Consolidated Financial Statements 2012

ORGANIZACIÓN DE INGENIERIA S.A Statutory Auditor Report Dear Shareholders of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A. February 25, 2013 I have audited the accompanying consolidated balance sheet of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A., as of December 31, 2012 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 indicated in Note 1 and other explanatory notes. The financial statements of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A. for the year 2011 were audited by another statutory auditor, who in his report dated February 27, 2012, expressed an unqualified opinion thereof. The Management of the company is responsible for the proper preparation and presentation of these financial statements in accordance with accounting principles generally accepted in Colombia for institutions supervised by the Superintendency of Corporations. This responsibility includes: designing, implementing and maintaining a relevant internal control so that the financial statements are free of material misstatement due to fraud or error, selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. 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 auditing standards generally accepted in Colombia. These standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. 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 financial 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 appropriateness of accounting policies used and accounting estimates made by the 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 the following paragraph. In my opinion, the aforementioned consolidated financial statements audited by me, which were faithfully taken from the records of consolidation, present fairly, in all significant aspects, the consolidated financial position of Organización de Ingeniería Internacional S. A. Grupo Odinsa S. A. and its affiliates as of December 31, 2012 and the results of its operations, changes in shareholders' equity, changes in financial position and its cash flows for the year then ended in conformity with accounting principles generally accepted in Colombia. As indicated in Note 1, during 2012 the Company changed the presentation in the consolidated financial statements of the participation in highway concessions trusts from including them as intangibles in a single line in 2011, to consolidating them comprehensively in 2012. The other accounting principles were applied on a uniform basis from the previous year. Without qualifying my opinion, I draw attention to Note 4 of the financial statements indicating that the subsidiary Empresa Generadora del Atlántico S. A. in which the Company at December 31, 2012 has a direct and indirect stake of 59.66% in the amount of $ 189.151 million, the Company´s external auditors report dated February 25, 2013 states that said Company suffered a net loss of $ 47.616 million (B/.26, 929.126) for the year ending December 31, and that on that date, the current liabilities of the company exceed its current assets by $ 17.943 million (B/.10, 147.541). The opinion of these external auditors is that these conditions, along with other conditions stated in the notes to the financial statements of the Generadora del Atlántico S.A. subsidiary, indicate


"the existence of a material uncertainty which may cast an important doubt on the Company's ability to continue as a going concern.” In addition to the above, the external auditors of Generadora del Atlántico S.A. also include in the aforementioned report, an emphasis paragraph drawing attention to the fact that the "Company has an arbitration process for sums due under Engineering contracts for simple cycle and combined cycle generation, and likewise, on the other hand, the company has filed lawsuits against this process. Currently, the final resolution of this matter may not be determined and, therefore, no additional provisions have been recorded for the effect that the resolution of this matter may have on the consolidated financial statements. (Original Document Signed) Diego Andrés López Statutory Auditor Professional ID No 140617-T Member of PricewaterhouseCoopers Ltda.


Certification from the Legal Representative and Company´s Accountant Dear Shareholders of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A February 25, 2013 . The undersigned Legal Representative and the Company´s Accountant certify that the consolidated financial statements of Compañía Organización de Ingeniería Internacional S. A. - Grupo Odinsa S.A as of December 31, 2012 and 2011, have been faithfully taken from the consolidated records books and that before made available to you and to the third parties we have verified the following assertions therein:

1. All assets and liabilities included in the Company´s consolidated financial statements as of December 31 2012 and 2011, exist and all transactions included in such statements have been made during the years ending on those dates.

2. All economic facts made by the Company and its subordinates during the years ending December 31, 2012 and 2011, have been recognized in the financial statements.

. 3. 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 subordinates as of December 31, 2012 and 2011.

4. All elements have been recognized by their appropriate values according to the accounting principles

generally accepted in Colombia.

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

(Original Document Signed) VICTOR MANUEL CRUZ VEGA Legal Representative

(Original Document Signed) GUILLERMO TUTA APONTE Accountant T.P. No.20826 - T


ORGANIZACIÓN DE INGENIERIA S.A - Grupo Odinsa S.A. Consolidated Balance Sheet (Thousands of Colombian pesos) December 31,

Assets Notes 2012 2011 Current Assets

Cash and Equivalents 3 38,483,750 34,523,631 Temporary Investments 4 16,445,585 18,884,600 Receivables 5 519,609,709 245,752,296 Inventory 6 7’489,609 6,206,850 Deferred Charges 9 49,857,084 42,404,333 Total Current Assets 631,885,737 348,771,710

Non-Current Assets

Long term Investments 4 83,750,594 80,898,336 Long Term Receivables 5 183,481,496 332,100,050 Property, Plant and Equipment, 7 653,311,886 232,062,399 Intangibles 8 194,818,127 96,867,832 Deferred Charges 9 685,606,750 775,809,236 Other Assets 10 307,679 211,600 Asset Appreciation 11 50,390,260 23,086,963

Total Assets

2,483,552,529

1,889,808,126

Off Balance Sheet Items 23 1,564,915,240 2,575,626,692

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



(Original Document Signed) Diego Andrés López Statutory Auditor Professional ID No 140617-T Member of PricewaterhouseCoopers Ltda.

ORGANIZACIÓN DE INGENIERIA S.A -- Grupo Odinsa S.A. Consolidated Balance Sheet (continued) (Thousands of Colombian pesos) December 31,

Liabilities and Stockholders’ Equity Notes 2012 2011 Current Liabilities

Financial Debt 12 201,933,960 186,569,096 Suppliers 13 57,471,394 4,146,735 Accounts Payable 14 52,820,537 19,250,909 Tax, liens and fees 15 19,435,034 13,314,751


Labor Liabilities 16 3,800,910 2,533,009 Estimated Liabilities and Provisions 17 24,726,008 16,392,546 Deferred Liabilities 18 6,304,810 1,004,367 Other Liabilities

19 18,492,155 22,477,499

Total Current Liabilities 384,984,808 265,688,912

Long term Liabilities

Long term Debt 12 175,131,630 95,630,237 Suppliers 13 12,074,671 6,502,064 Account Payables 14 195,562,822 131,216,755 Estimated Liabilities and Provisions 17 351,994 - Deferred Liabilities 18 731,458,269 501,682,883 Other Liabilities 19 35,029,002 45,724,495 Bonds and Commercial Papers 20 79,000,000 79,000,000

Total Long term Liabilities 1,228,608,388 859,756,434 Total Liabilities 1,613,593,196 1,125,445,346

Minority Interest 21 172,652,566 193,419,694 Stockholders´ Equity (see attached statement) 22

Paid and subscribed capital 16,933,226 16,144,799 Capital surplus 145,647,239 116,368,614 Reserves 303,082,664 257,624,087 Equity appreciation 24,795,929 27,499,853 Retained earnings (8,709,508) - Net Income for the year 165,166,958 130,218,770 Appreciation surplus 50,390,260 23,086,963 Total Stockholders’ Equity 697,306,767 570,943,086 Total Liabilities and Stockholders’ Equity 2,483,552,529 1,889,808,126

Off balance sheet items 23 1,564,915,240 2,575,626,692 The accompanying notes are an integral part of the financial statements. (Original Document Signed) VICTOR MANUEL CRUZ VEGA Legal Representative




ORGANIZACIÓN DE INGENIERIA S.A - Grupo Odinsa S.A. Income Statement (Thousands of Colombian pesos) Year ending in December 31,

Notes 2012 2011

Revenue 24 704,344,449 687,931,581 Cost of Goods Sold (336,708,785) (324,507.035)

Gross Profit 367,635,664 363,424,546 Operating Expenses 25 (193,513,860) (179,480,291)

Operating Income 174,121,804 183,944,255 Non-operating Income 26 156,189,671 129,593,359 Non-operating Expenses 27 (83,486,513) (97,958,477)

Profit before provision for Income tax

246,824,962 215,579,137

Provision for Income tax

15 (37,684,562) (33,312,092)

Net Profit before Minority Interest 209,140,400 182,267,045 Minority Interest (43,973,442) (52,048,275) Consolidated Net Profit 165,166,958 130,218,770 Net profit per share (in Colombian pesos)

975.40

806.57

The accompanying notes are an integral part of the financial statements. (Original Document Signed) VICTOR MANUEL CRUZ VEGA Legal Representative




ORGANIZACIÓN DE INGENIERIA S.A – Grupo Odinsa S.A. Consolidated Statement of Change in Stockholders’ Equity (Thousands of Colombian pesos) Reserves

Capital Surplus Mandatory Voluntary Equity Paid in Capital Adjustment for

conversion of financial

statements

Legal Reserve Investment and Donation

Reserve

Equity Appreciation

Period Net Profit

Appreciation

Balance at December 31, 2010

14,769,451

84,700,189

(5,549,707)

39,637,956

175,623,577

30,203,781

116,209,807

Declared dividends/ appropriations

1,375,348

42,932,184

-

11,620,981

30,741,573

-

(116,209,807)

Adjustment for conversion of financial statements

-

-

(5,714,053)

-

-

(2,703,928)

-

Net Profit

-

-

-

-

-

-

130,218,770

Balance at December 31, 2011

16,144,799

127,632,373

(11,263,760)

51,258,937

206,365,150

27,499,150

130,218,770 Declared dividends/ appropriations

788,427

50,065,140

-

13,021,878

32,436,698

-

(130,218,770) Adjustment for conversion of financial statements

-

-

(20,786,515)

-

-

(2,703,924)

-

Net Profit - - - - - - 165,166,958 Retained earnings

-

-

-

-

-

-

(8,709,508) Balance at December 31, 2012

16,933,226 177,697,513 (32,050,275) 64,280,815 238,801,848 24,795,929 174,091,726






ORGANIZACIÓN DE INGENIERIA S.A – Grupo Odinsa S.A. Consolidated Statement of Change in Financial Position (Thousands of Colombian pesos)

Year ending in December 31, 2012 2011 Financial Resources provided by:

Plus (minus) – Charges (credits) to year results that did not affect work capital

Net income 209,140,400 182,267,045 Depreciation 6,982,861 5,194,278 Amortization of Intangibles 115,063,484 5,755,779

Working Capital provided by operations 331,186,745 193,217,102

Increase in Financial Debt 79,501,393 51,156,376 Obligations with Suppliers 5,572,607 3,051,410

Payable Labor Liabilities - 191,245 Estimated Liabilities and Provisions 351,994 - Dividends received in stock (Opain S.A.) 2,423,759 26,766,635 Advances received from clients 216,253,070 493,128,064 Financial Debt with minority interest 720,259 108,685,310 Advances received and/or legalized 137,923,061 (381,450,612)

Total financial resources provided 750,939,527 494,745,530

Use of Financial resources: Increase in property, plant and equipment (428,232,348) (214,345,565) Equity tax payment (2,703,924) (2,703,924) Increase in Investment (18,772,020) (74,721,496) Increase in accounts receivable - (6,898,262) Increase in intangibles (97,950,295) (71,598,875) Increase in deferred charges (20,263,451) (5,755,779) Increase in other assets (96,079) (200,000) Paid to contactors 64,346,067 (67,417,024) Dividends paid to stockholders (83,449,346) (57,834,863)

Total of financial resources used (587,121,396) (501,475,788) Increase in working capital 163,818,131 (6,730,258)

Changes in working capital Cash and Equivalents 3,960,119 23,270,855 Investments (2,439,015) 6,026,276 Accounts receivable 273,857,413 (18,382) Inventory 1,282,759 5,249,359 Deferred Charges 6,452,751 21,728,297 Financial Debt (15,364,864) (77,630,491) Suppliers (53,324,659) 11,583,721 Accounts Payable (33,569,628) (11,180,006) Tax, Liens and fees (6,120,283) (6,430,209) Labor Liabilities (1,267,901) (1,154,689) Estimated liabilities and provisions (8,333,462) (14,228,971) Deferred Charges (5,300,443) (708,318) Other liabilities 3,985,344 36,762,300

Increase in working capital 163,818,131 (6,730,258)







ORGANIZACIÓN DE INGENIERIA S.A Consolidated Cash Flow Statement (Thousands of Colombian pesos) Year ending in

December 31, 2012 2011 Cash Flow from operating activities

Net income 209,140,400 182,267,045 Adjustments to reconcile net income to net cash provided from operating activities

Depreciation 6,982,861 5,194,278 Amortizations of Deferred Charges 115,063,484 5,755,779 Dividends received 2,423,759 26,766,635

333,610,504 219,983,737

Changes in operating assets and liabilities: Accounts Receivable (125,238,859) (6,879,880) Inventory (1,282,759) (5,249,359) Deferred Charges (11,050,298) (791,572,906) Suppliers 58,897,266 (8,532,311) Accounts Payable 97,915,695 (56,237,018) Taxes Payable 6,120,283 6,430,209 Labor liabilities 1,267,901 1,345,934 Estimated liabilities and provisions 8,685,456 14,228,971 Equity Tax (2,703,924) (2,703,924) Deferred Revenue 203,157,699 493,836,382 Advances Received (14,680,837) (418,212,912)

Net Cash (used in) provided by operating activities

554,698,127 (553,563,077)

Investment activities:

Acquisition of property, plant and equipment (430,656,107) (228,930,204) Purchase of Investments (16,348,262) (47,954,861) Acquisition of Good Will (89,175,094) (12,181,996) Acquisition of intangibles (8,775,200) 698,245,734 Other assets (96,079) (200,000) Increase in Deferred Charges (20,263,451) (5,755,779)

Net cash (used in) provided by investment activities

(565,314,193) 403,222,894

Financing Activities:

Increase in financial debt 94,866,257 128,786,867 Minority Interest 720,259 108,685,310 Dividends paid (83,449,346) (57,834,863)

Net cash provided by financing activities 12,137,170 179,637,314

Net change in cash and equivalents 1,521,104 29,297,131 Cash and equivalents, beginning of period 53,408,231 24,111,100 Cash and equivalents, end of period 54,929,335 53,408,231







ORGANIZACIÓN DE INGENIERIA S.A. – GRUPO ODINSA S.A. Notes to the Consolidated Financial Statements FOR THE YEARS ENDING DECEMBER 31, 2012 AND 2011 (Thousands of Colombian Pesos, except for exchange rates, dollars and number of shares) Note 1 - Operations and Summary of the Principal Accounting Policies Consolidated Companies – Compañía Organización de Ingenieria S.A.- Grupo Odinsa S.A. (The Head 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 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 proper to engineering and architecture, 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 with engineering, architecture, or the construction industry. The investment, in any title, 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 provision of value added services and telematics, installation, operation and maintenance of telecommunications 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 commercialization of all kinds of energy. Because it is an issuer of securities and has its capital registered in the Colombian Stock Exchange, Grupo Odinsa, S.A. is controlled by the Finance Superintendency of Colombia (the Colombian regulatory entity in charge of supervising public issuers).

1. Description of the Subordinated companies: a) Autopista de los Llanos S.A.

Its purpose is the celebration and execution of a government concession contract to carry out the design and improvement works - rehabilitation, operation and road maintenance of the following roads: Villavicencio-Granada, Villavicencio - Puerto Lopez and Villavicencio- Cumaral in the department of El Meta. 2012 2011 Assets 165,993,025 241,288,048 Liabilities 41,195,744 124,344,817 Equity 124,797,281 116,943,231 Net Profit 40,203,681 32,349,631 Percentage of participation 68.46% 68.46%

b) Odinsa Proyectos e Inversiones S.A.


Its purpose include land development activities, construction of all types of engineering and architectural projects, both public and private, both nationally and abroad, as well as the leasing and management of properties belonging to itself or to third parties

2012 2011 Assets 104,978,952 99,164.703 Liabilities 23,007,739 23,232,956 Equity 81,971,213 75,931,747 Net Profit 11,207,125 3,973,701 Percentage of participation in Grupo Odinsa 89.65% 89.65% Percentage of participation in Odinsa Servicios 10.00% 10.00%

c) Odinsa Servicios S.A.S.

Its purpose is the provision of horizontal and vertical road signs to concessions of Grupo Odinsa and other private and public entities.

2012 2011 Assets 11,371,223 9,233,499 Liabilities 1,307,631 725,608 Equity 10,063,592 8,507,891 Net Profit 1,637,173 418,440 Percentage of participation in Grupo Odinsa 85.00% 85.00% Percentage of participation in Proyectos e Inversión 15.00% 15.00%

d) Autopistas del Café S.A.

Its main purpose is the construction of public works under the concession system, as well as the full or partial development of public and/or private works under any system other than concession. Consolidated information with its autonomous equity.

2012 2011 Assets 947,131,703 221,911,466 Liabilities 812,605,870 85,334,697 Equity 134,535,833 136,576,769 Net Profit 74,889,078 78,693,427 Percentage of participation 50.00% 50.00%

e) Constructora Bogotá Fase III – CONFASE S.A.

Its sole purpose is the celebration and execution of public works contracts, under the terms of Public bid No. IDU – LP-DG 022 -2007 Group 3, which refers to the execution of the construction works and activities necessary for the execution of certain stretches of the Transmilenio transport system in the city of Bogotá DC.

2012 2011 Assets 74,144,720 51.791,736 Liabilities 82,238,312 63,175,092 Equity (deficit) (8,093,592) (11,383,356) Net Loss (8,828,916) (11,581,992) Percentage of participation in Grupo Odinsa 50.00% 50.00% Percentage of participation in Odinsa Proyectos e Inversiones S.A.

1.00% 1.00%


As of December 31, 2012 this company "holds in the deferred costs account, costs that are pending invoice and that are part of the ongoing claims process that the Company will establish against the Instituto de Desarrollo Urbano – IDU (for its acronym in Spanish) by a Direct arbitration Court. This can result in that in the event of an adverse ruling for "Constructora Bogotá Fase III S.A. – CONFASE S.A.” it could be considered that there is no consistency in the application of accepted accounting principles in Colombia and therefore there is no rational in the balance sheet presented as of December 31, 2012 under deferred charges. "In any case, the Company´s Statutory auditor includes an emphasis paragraph stating that " the Company's financial statements presented as of December 31, 2012, include a net loss amounting to $ 8,828,916,000, which significantly reduces the Company´s equity, that is below 50% of the paid in capital, placing this company in one of the conditions for dissolution, established in Article 457 of the Commercial Code. In accordance with Article 24, in Act 1429 from December 2010, the Company has a period of 18 months from the moment the Shareholders´ Board approves the financial statements to rebut the grounds for dissolution. " Effect of the consolidation on the head Company´s financial statements:

2012

Concept Individual Consolidated Variation Individual ConsolidatedAsset 1.093.975.514 2.483.552.529 1.389.577.015 850.511.379 1.889.808.126Liability 431.321.638 1.613.593.196 (1.182.271.558) 279.568.293 1.125.445.346Equity 662.653.876 697.306.767 (34.652.891) 570.943.086 Profit 142.173.597 165.166.958 (22.993.361) 130.218.770 Minority Interest 0 172.652.566 (172.652.566) 0

f) Odinsa Holding Inc.

It is an anonymous commercial corporation domiciled in the British Virgin Islands, constituted through public deed No. 465395, of October 5, 2001. The company was incorporated with the intention of participating in international projects of various engineering branches, with an initial contribution of US$ 150,000. In September 2002 in increases its authorized capital up to US$ 200,000. 2012 2011 Assets 424,354,772 399,533,731 Liabilities 137,346,340 135,822,999 Equity 287,008,432 263,710,732 Net Profit 21,451,908 10,222,062 Percentage of participation 100.00% 100.00% Additionally, by developing its foreign hiring of road construction and operation and investment, this subordinated company has been expanding since 2009 with investments in foreign companies, making it the head office for seven companies with the following financial situation: - Quadrat Group Inc. Company incorporated in the British Virgin Islands in 2007. This company is made up by Odinsa Holding Inc., with a 100% participation. Its purpose is that of investor and construction subcontractor in Dominicana de Vías Concesionarias S.A. - DOVICON S. A. and in Dominican Republic. 2012 2011 Assets 60,007 79,649 Liabilities 5,402 189 Equity 54,605 79,460


Percentage of participation 100.00% 100.00% - Autopistas del Oeste S.A. Its purpose is road construction in the Dominican Republic. 2012 2011 Assets 7,854,829 96,998 Liabilities 8,158,237 21,724 Equity (deficit) (303,408) 75,274 Percentage of participation 4.90% 4.90% - Generadora del Pacifico S.A. Company incorporated in Chile. The following companies hold participation in this company: Odinsa Holding Inc. with 77.96%, IC Advisor with 8.53%, Kevran with 11.18%, Saturde with 5.33%, its purpose is power generation. 2012 2011 Assets 75,707,505 91,592,799 Liabilities 56,600,268 50,578,590 Equity (deficit) 19,107,286 41,014,209 Percentage of participation 51.24% 51.24% - Marjoram Riverside S.A. Acquired in the Republic of Panama in 2011. This company is formed by Odinsa Holding Inc., with a

100 % participation.

2012 2011 Assets 1,696,160 16,066 Liabilities 1,778,993 - Equity (deficit) (82,833) 16,066 Percentage of participation 100.00% 100.00% - Generadora del Atlántico S.A. The company's corporate purpose is energy generation in Panama. This company is a direct subordinate of Odinsa Holding Inc. since December 2012, the month in which the following loans and interests are capitalized in US dollars: Odinsa Holding: Accounts receivable of US$ 79,495,978, acquiring an additional 20.34%, to complete a 50.34% participation to become the parent company. Grupo Odinsa S. A.: Accounts receivable of US$ 7,501,322 thus acquiring 4.18% and

Odinsa Proyectos E Inversiones: . Accounts Receivable of US$ 9,217,944, acquiring 5.14% The total capitalization of the transaction amounted to US$ 95,678,573 and Odinsa group companies reached a total stake of 59.66%.


2012

Assets 340,463,182 Liabilities 189,610,984 Equity (deficit) 150,852,198 Percentage of participation 59.66% During the year ending December 31, 2012, the Company had a net loss of $47,616,888 (B/.26, 929,000) and at that date the company´s current liabilities exceeded its current assets by $ 17,943,186 (B/.10, 147,000). To remedy this situation the Head Office performed a capitalization process towards the end of 2012, continuing into 2013. In addition to the above, this Company has an arbitration process for amounts due for engineering contracts, simple cycle and combined cycle generation, and on the other hand, the Company has filed counter lawsuits in this process. Currently, the final resolution of this matter cannot be determined and hence no provision has been constituted in any respect. - Inversiones y Administración Portuaria S.A. Investment vehicle with shares in the Sociedad Portuaria de Santa Marta S. A. in Colombia, which were acquired in 2012. Consolidated information in US Dollars

2012 Assets 6,016,356 Liabilities 151,228 Equity (deficit) 5,865,128 Percentage of participation 100.00% - Exportadora de Servicios Portuarios S.A.

Investment vehicle with shares in Sociedad Portuaria de Santa Marta S. A. in Colombia, which were acquired in 2012.

2012 Assets 1,364,286 Liabilities 53,949 Equity (deficit) 1,310,337 Percentage of participation 100.00%


2.- Operations with Subordinate companies For 2012, the Parent Company, Grupo Odinsa S. A., conducted the following transactions with its subordinates: Odinsa Proyectos e Inversiones S.A. Interest was accrued for loans received from the Parent company in the amount of $4.862.390. The agreed rate to recognize these interests is DTF +3, rate that is within the general conditions of the financial market. Additionally, dividends were received in the amount of $3,562,552. Odinsa Servicios S.A.S

Purchase orders executed by the subordinate company were signed for the supply and installation of studs and horizontal demarcation to comply with the contracts the company signed with Grupo Odinsa S. A., for the “Coffee Belt Road Development" project. The total value of said contract reached the sum of $ 260.486. Dividends from the subordinate company were received amounting to $346.830 and this company billed Grupo Odinsa S. A. $240.193 for road marking and $123.119 for the sale of road signs.

Autopistas de los Llanos Cash dividends were received from the subordinate for $22,147,134.

Odinsa Holding

In the first semester of 2011, the Parent Company capitalized US$ 3,400,000.

Autopistas del Café Leasing/Rental income was received in the amount of $ 46.785 and cash dividends from the subordinate

company for $ 39,353,135.

Constructora Bogotá Fase III – CONFASE S.A

Revenues for $ 50,270,145 and services for $ 326.082 were received from the construction contracts held between Grupo Odinsa S.A. and this subordinate company.

3. Transactions between subordinate companies Odinsa Servicios S.A. billed the subordinate Constructora Bogotá Fase III – CONFASE S.A for $ 295.479 and Odinsa Proyectos e Inversiones for $ 25.535.

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 Superintendency of Corporations (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 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, to prepare and disseminate its financial statements of general purpose, once a year up to December 31st.

Consolidation Principles The consolidated financial statements include the accounts of Grupo Odinsa S. A. and its subordinates, in turn, from the year 2009, Odinsa Holding Inc. performed this same procedure by consolidating its information with Quadrat Group Inc. and Autopistas del Oeste S.A., and as of 2011 with Generadora del Pacifico S.A. and Marjoram Riverside S.A. As of 2012, Inversiones y Administración Portuaria S.A. y Exportadora de Servicios Portuarios S. A entered this procedure. In Panama the following vehicles for investment in Colombia were consolidated with: Inversiones Agricola el Retiro S.A., Inversiones Comerciales Exportadoras S.A.S e Inversiones Bancol S.A.S. and Generadora del Atlántico S.A. which meet the following characteristics:

When more than 50% of the capital belongs to the parent company, directly, through an intermediary

or through the assistance of its subsidiaries or subordinates thereof. When the parent company and its subsidiaries have, either jointly or individually, the right to issue

the constitutive votes of the minimum deciding majority in the board office, or have the number of votes needed to elect the majority of the members of the Board.

When the parent company matrix directly, through an intermediary or through the assistance of its subsidiaries, regarding an act or transaction with the controlled subsidiary or with its partners, exercises dominant influence in the decisions of the management bodies of the Company.

All accounts and significant transactions performed between these companies have been eliminated in this consolidation.

Presentation Principles The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Colombia, including those of Odinsa Holding Inc., using the global integration method, in accordance with the provisions of Circular 002 of 1998 issued by the Finance Superintendency. With respect to the financial statements of the companies being consolidated, there are no substantial differences between the accounting principles generally accepted in Colombia and those that apply in countries in which the Company operates. The subordinate Odinsa Holding Inc., including its foreign subsidiaries, perform transactions and accounting records in US dollars, Chilean pesos and pesos from the Dominican Republic, which are subsequently converted to Colombian pesos. The cut date of the financial statements of the parent company and its subsidiaries was the end of the accounting year, as of December 31, 2012.

The minority interest, which is the equity and the consolidated operating results of the subsidiary companies not owned by Grupo Odinsa S. A., are presented within the consolidated balance sheet immediately before equity in accordance with that mandated under Article 122 of Decree 2649 of 1993. The numbers in the consolidated financial statements for the year 2011 have been redefined following the procedure whereby the road concessions in Colombia: Autopistas de los Llanos S.A. y Autopistas del Café S.A, were previously consolidated with the autonomous equity of the trusts funds. This procedure


was implemented as of 2012 for the purpose of showing the actual consolidated position of Odinsa’s business . Temporary and Long Term Investments

The regulations of the Superintendency of Corporations requires that the investments owned by the Company be classified according to any agreement with the intention of being realized by the management as negotiable, before three years, and permanent after three years and according to the returns generated on fixed income and variable income investments; once classified, the investments are registered and valued in the following way:

a. The fixed income investments (debt rights), independent of their classification between negotiable or

permanent, are initially registered by their acquisition cost and are assessed monthly by their net realizable value determined based on their market value on the stock exchange (or, in its absence, based on the internal rate of return of each title, calculated at the time of purchase); the resulting adjustment is taken to the income statement.

b. The variable income investments in stocks or equity participation in entities not controlled by the Company are registered at a cost adjusted for inflation up to December 31st, 2006, and are valued monthly at their net realizable value; the resulting adjustment, whether positive or negative, is registered in the appreciation statement in the asset with credit or surplus charge to appreciations in the equity, as the case may be, for investments classified as permanent; for investments classified as negotiable, if the resulting adjustment is negative it is registered as a provision with charges to the income. The market value is determined by the stocks traded in the stock exchange of high or medium trading volume, based on the average trading value in the last month; and for those with low trading volume or that are not traded on the exchange, based on the intrinsic value.

c. The investments in subordinate companies in which the Company holds, in an indirect or direct manner, more than 50% of the equity are accounted for via the equity participation method. Under this method, the investments are initially registered at a cost adjusted for inflation from January 1st , 1992 until the December 31st 2006; thereafter they are adjusted, with credit charge to the income as might be the case, to recognize the participation in the profits or losses in the subordinate companies occurring after the 1st of January of 1004, after eliminating the unrealized profits between the subordinates and the headquarters. The distribution in cash of the profits of these companies obtained before the 31st of December of 1993 is recorded as income and before 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 exercise with credit or charge to the surplus account via the equity participation method. Once the equity method is registered, if the intrinsic value of the investment is less than the book value, a provision is recorded with charges to the income. Any excess from the intrinsic value over the book value of the investment at the close of the exercise is accounted for separately as an asset appreciation, with a credit to the equity account of a surplus due to appreciations.

d. In accordance to Decree No. 4918 of 2007, the variable income investment in subordinates abroad must be stated in the operative currency, using the current exchange rates and recording the resulting difference between the book value of said assets and its stated value as a greater or lesser value of the equity in the accounts that are recorded in the movements of the other equity accounts. 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.

Inventory


Inventory is accounted for at acquisition cost. Its value is determined via the weighted average method, which is reduced to its net carrying value, if this is lesser.

Property, Plant and Equipment

These are accounted for at cost (adjusted for inflation up to December 31, 2006) which, if necessary, includes charges for financing expenses or currency exchange. The sale and retirement of said assets is offloaded at the respective net adjusted cost basis, 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, based on the cost adjusted for inflation, and based on the estimated useful life of the assets at annual rates of 5% for buildings and construction; 10% for machinery and equipment, furniture and fixtures; 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 added to the cost thereof Leasing Contracts

The leasing fees paid in the development of financial leasing contracts with option to buy held forth for a time period equal or greater than 12 years and develop infrastructure projects in the energy sector, other than land, are charged directly to the expenses of the period. Financial leasing contracts, other than the above, 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.

Deferred Charges

Deferred charges are accounted for at cost and mainly include:

Project studies and investigations: correspond to expenses incurred in the preparation of the

proposals thru the mechanism of Public-Private Partnerships, which are amortized once the result of the proposal is known.

Deferred income tax debit: corresponds to the temporal differences between the income tax return

form and the accounting records.

Equity tax: corresponds to the tax generated on January 1, 2011, payable in eight annual installments over four years.

Appreciation (loss of value) The appreciation corresponds to:

a. Excesses between the realizable value determined by appraisals of recognized technical value and the

net book value of property and equipment. The loss of value of property and equipment is registered directly in the income statement as an expense of the period.

b. The appreciation of investments that are part of shareholders' equity, include the excess over the

commercial or intrinsic market value of permanent investments at end of the period, based on their net cost adjusted for inflation or the equity participation method, as may be the case. When the value of the realization of a non-controlled permanent investment is lower than the book value, the


difference decreases the valuation amount to its amount; and in the event it is greater, that value results in a loss of value, without prejudice that the net balance might be of a contrary nature.

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

Intangibles

Mainly related to real estate trusts for projects such as Cuidad Valle Tulua, and good will generated by the excess between the amount paid in the purchase of 4.1841% of the shares of Generadora del Atlantico S.A. GENA, and the net book value of the assets and liabilities received. This goodwill is amortized over a period of 20 years using the straight-line method from the date of purchase and the aforementioned shares.

Labor liabilities

Labor liabilities are adjusted at the end of each year based on the laws and labor agreements in force.

Income tax

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

Accounting estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires the Company´s management to register estimates and provisions that affect the values of reported assets and liabilities, and disclosure contingent assets and liabilities at the date of the financial statements. The real results may differ from those estimates.

Off-Balance sheet items

Off-balance sheet items recorded are 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 leasing; bank guarantees; and litigation and claims whose resolution is uncertain. On the other hand, off-balance sheet accounts are used to record differences between accounting data and data for tax purposes.

Contingencies

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

Recognition of income and expenses

Revenues, costs, and expenses are accounted for based on the accrual system.


Operating revenues are derived from three sources, as follows: a. Those resulting from the construction and maintenance of civil works including the infrastructure of

the operation, which are obtained in a term that covers several financial years and are classified as independent service contracts. The results from the budget for each project was adopted as the accrual method, and through which it is recognized as income of the equivalent period applied to the sum of costs and expenses actually incurred, the share of income over costs and budget expenditures; the income received, and the amount exceeding the value so calculated, is recorded as deferred revenue.

b. The second source is from fees in the provision of services for toll operation contracts and the

provision of technical, administrative, and financial advice, which are recorded by monthly accrual in the income statement.

c. The third source derives from the development of the cooperation agreement concluded between

Grupo Odinsa S.A. and Odinsa Proyectos e Inversiones S.A., as requirement in the Toll tender with INVIAS, Contract No. 250 of 2011.

d. Concession revenues are recognized at the start of the operation stage, and revenues and expenses

are recorded directly in the income statement using the accrual system.

Earnings per share Earnings per share is determined by dividing net income after taxes for the year, by the number of shares outstanding as of December 31. Cash equivalents For presentation purposes in 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.

Consortiums As of December 31, 2011, when Circular Externa No. 115-000006 of the Superintendency of Corporations became effective, stating that the members of partnership contracts, between themselves, consortia and temporal joint ventures, must include in their statement of financial position (balance sheet) assets and liabilities according to their percentage of interest in these economical entities. Before this mandate became applicable, the tax legislation, thru Law 223 of 1995, defined the obligation for members of consortia and temporal joint ventures to include in their accounting and report the income, costs, and expenses that correspond to them, according to their share of the revenue, costs, and expenses of the consortium or temporal joint venture.

Note 2- Foreign Currency Balances Transactions and balances in foreign currencies are converted into Colombian pesos at the representative exchange rate (TRM for its acronym in English), certified by the Finance Superintendency (Colombian governing body regulating financial transactions, including foreign currency movements). The exchange rate used to adjust the resulting balance in dollars of the United States of America on December 31, 2012 was $ 1,768.23 COP for US $1 and $ 43.77 for RD $1, respectively.


Up to December 31 of 2012, the Company shows the following assets in foreign currency, which are registered at their equivalent in Colombian pesos (COP):

2012 2011

Dominican Peso $ US $

Equivalent in thousands of

pesos

Dominican Peso US $

Equivalent in thousands of

pesos Assets 201,168,723 250,724,623 442,254,505 197,470,090 205,879,183 399,971,559 Note 3- Cash and Equivalents Cash and equivalents as of December 31 include: 2012 2011 Cash 80,948 66,293 Banks 16,716,903 18,256,291 Saving Accounts 17,951,414 10,978,758 Funds 1,447,501 262,718 Cash and Equivalents originating from consortia (1) 2,286,984 4,953,571 38,483,750 34,523,631 (1) Cash and Equivalents originating from Consortia include: 2012 2011

Consorcio Constructor Nuevo Dorado 150,168 404,852 Consorcio Imhotep 363,864 872,284 Consorcio Mantenimiento Opain 1,069,837 - Consorcio Odival 356,204 3,153,394 Other Consortia 346,911 541,040 2,286,984 4,953,571 No restrictions exist regarding the balances of cash and equivalents as of December 31, 2012 and 2011. Note 4- Investments The investments up to December 31st comprised: Temporary 2012 2011 Certificates of Deposit and other titles 7,309,250 - Fiduciary rights in Common funds (1) 8,945,437 18,201,647 Consortiums 190,898 682,953 The balance of temporary investments corresponds to temporary liquidity surpluses in trusts, with the aim of optimizing the return performance in the financial market. These investments have no restrictions and are considered cash equivalents. Permanent Of Variable Income in non-controlled companies


Shareholding 2012 Shareholding 2011 Cia. Autopista del Nordeste C.A. (1) 0.00% 84 0.00% 420 Internet por Colombia S.A. 49.29% 542,771 49.29% 542,771 Vias de América S.A.S. 33.34% 8,666,668 33.34% 8,666,668 Metrodistrito S.A. 15.00% 1,068,481 15.00% 1,068,481 Hatovial S.A.S. (5) 22.22% 2,890,892 22.22% 2,890,892 Santa Marta Paraguachon S.A. (1)(5) 40.83% 15,292,893 40.83% 15,292,893 Proceal S.A. 3.51% 461,209 3.51% 461,209 Autopista del Nordeste (CAYMAN) (1) 0.10% 939,090 42.50% 1,031,750 Boulevard Turistico del Atlantico S.A (1) 0.50% 92,930 42.50% 125,273 Norein S.A. 7.00% 23,948 42.00% 23,948 Aerotocumen S.A. (3) 10.00% 8,829 50.00% 7,713 JV Proyecto BTA S.A. (1) 0.50% 1,859 43.00% 1,049 JV Proyecto ADN S.A (1) 40.0% 1,859 40.00% 1,181 Generadora del Atlántico S.A. (2) 4,19% - 30,00% 20,901,921 Dovicon S.A. (1) 50.00% 7,847,653 50.00% 129,477 CCI Marketplace S.A. 0.21% 8,022 0.21% 4,028 Hidroelectrica de Ituango S.A.E.S.P. 0.00% 20 0.00% 20 Opain S.A. (3) 31.66% 31,663,202 31.66% 29,239,442 Consorcio Dovicon EPC (1) 2.40% 1,743 0.00% - Consorcio Dovicon O&M (1) 2.40% 1,743 0.00% - Internet por America S.A. 49.00% 1,847,315 0.00% - Sociedad Portuaria de Santa Marta (4) 4.19% 11,871,728 0.00% - JV Dovicom O & M S.A.S. (1) 0.00% 5.228 0.00% - JV Dovicom EPC S.A.S. (1) 0.00% 5.228 0.00% - Consorcio COCAN 23.07% 507,650 23.07% 507,650 83,750,595 80,898,336

(1) Represents the investment made by Odinsa Holding Inc. for the development of the Sociedad

Concesionaria Autopistas de Oeste Contract in the Dominican Republic.

(2) Investments made by the subsidiary company Odinsa Holding Inc., whose corporate purpose is the financial development and exploitation of electrical projects in Panama.

(3) Investments in airport construction. (4) Investments in the maritime port industry.

(5) During 2012 Dividends were received from the Santa Marta Riohacha Paraguachón S. A. concession in the amount of $10,597,396; from Sociedad Hatovial S.A.S. in the amount of $8,350,711; from Sociedad Concesionaria Operadora Aeroportuaria S. A. - OPAIN S. A. – dividends were capitalized in the amount of $2,423,759, which correspond to the participation of Grupo Odinsa S. A. plus dividends of the port subsidiaries.

Dividends were received from non-controlled companies, from the Santa Marta Riohacha Paraguachón Concession, amounting to $11,732,464, from Hatovial S.A.S. amounting to $7,395,896, and Opain S.A. amounting to $26,766,635, these last two were received in shares.

Note 5 – Debtors


As of December 31, debtors comprised: Short Term 2012 2011 Clients 33,191,522 56,845,754 Commercial accounts receivable (1) 21,281,616 24,497,158 Shareholder and subsidiary accounts receivable 850,852 105,634 Accounts receivable employees and others 119,414 98,233 Down payments, advances and deposits (2) 25,387,315 45,051,870 Tax advance 10,236,149 3,618,449 Deposits receivable (3) 43,651,013 3,597,782 Withholding on contracts 8,751,891 2,543,762 come receivable (4) 103,781,734 6,055,899 Claims 16,422 - Various debtors (5) 180,328,608 68,779,961 Loans to individuals 95,702,727 31,980,738 Consortiums - 7’091,595 523,299,263 250,266,835 Less - Provision for doubtful accounts 3,689,554 4,514,539 519,609,709 245,752,296 Long term Shareholder and subsidiary accounts receivable 59,927 - Various debtors 14,250,529 14,250,529 Deposits receivable (6) 164,781,843 53,354,195 Down payments and advances 45,602 45,602 Income receivable - 78,095,353 Loans to individuals - 158,878,571 Withholding on construction contracts - 23,132,206 Lease to own agreements 4,343,594 4,343,594 183,481,496 332,100,050 (1) Corresponds to the balance due in favor of the Company, as a result of the commercial relationship with the

trusts that manage the stand alone trusts for the concessions that have standing contracts, which permit the reimbursement of payments on their behalf regarding road operations. In addition, it includes the amount of the commercial relationship, or the profits generated in Fidupopular, and Consorcio Grupo Constructor Autopistas del Café, Consorcio Cocan, Unión Temporal Trinidad, Consorcio Ktiplos, Consorcio OMC, Consorcio Constructor Nuevo Dorado and Consorcio Imhotep, Consorcio Odival, Consorcio Odinsa Valorcan and Consorcio Silva y Carreño and Consorcio CMO.

(2) This item comprises the accrued revenue of the construction of the Phase III Transmilenio projects, and which is pending billing given that the project has not been completed. (3) Corresponds to a loan from Odinsa Holding Inc., to Advisas Inc. in the amount of $34’376,159. (4) Corresponds to the pending balances of the invoices issued by the companies regarding construction and operation contracts and loan interests accrued. (5) The partial contribution to capital risk that the company has accumulated in the Autopistas del Café S.A. concession is included in this account (6) Corresponds to payments made for future capitalizations in Opain S. A. in the amount of $146’597.664 and Vías de las Américas S.A.S. in the amount of $22’433.380.


Note 6 – Inventories Inventories of construction materials and work in process as of December 31 include: 2012 2011 Consorcio Constructor Nuevo Dorado 1,677,495 2,262,911 Consorcio Imhotep 2,018,766 2,089,202 Odinsa PI La Pastorita 819,616 819,616 Odinsa Servicios S.A.S. 166,206 - Odinsa Holding Genpac 2,696,472 888,416 Constructora Bogotá Fase III - Confase S. A 111,054 146,705 7,486,609 6,206,850 Note 7 – Property Plant and Equipment - net Property, plant and equipment as of December 31 include: 2012 2011 Rural Land 5,059,927 176,600 Constructions in Progress 272,435,630 166,586,733 Constructions and Buildings 6,155,835 15’221,236 Machinery and Equipment Being Set-Up 57,195,107 - Machinery and Equipment (1) (2) 304,501,072 17,460,135 Furniture and Fixings - 736,095 Office Equipment 1,800,885 635,675 Computer and Communications Equipment 3,414,410 3,068,966 Transport Equipment 4,377,243 3,427,838 River And/or Ocean Fleet and Equipment Consortia 13,500 13,500 Aqueduct, Plants And Networks 39,352,442 39,295,205 694,309,051 247,689,151 Minus - Provision 320,222 53,644 Accumulated depreciation 40,676,943 15,573,108 653,311,886 232,062,399

(1) The equipment purchased for the operation of the Odinsa Proyectos e Inversiones e Invias toll concession and the plants in Panama and Chile of Genpac and Gena, respectively, is included in this account.

(2) This account includes the corresponding participation in consortia.

The assets of Grupo Odinsa S.A., registered as property, plant and equipment, are not guaranteeing any type of obligation. Note 8 – Intangibles Intangibles as of December 31 include: 2012 2011 Brands 2,039 2,039 Rights (1) 58,640,904 82,742


Goodwill (2) 136,550,441 13,580,984 Add accounts rights - 70,714,470 Property trusts “Proyecto Ciudad Valle” - 7,529,423 Consortiums - 4,866,010 Licenses 78,013 92,157 195,271,397 98,867,832 Minus – Accumulated amortization 453,270 - 194,818,127 96,867,832 (1) The amount of the trust rights is comprised of: (a) Tuluá Mega project property rights, Fiducoldex and Autopistas del Café trust rights, (b) contributions by the shareholders as risk capital and transferred to the BBVA Fiduciaria Concesión Autopista de los Llanos stand-alone trusts fund and, (c). Contributions by Inversiones Agrícola El Retiro S.A.S., Inversiones Banacol S.A.S. and Inversiones Exportadora S.A.S., c which correspond to the shares issued by the Port Society of Santa Marta S. A. which is managed by the P.A C.I Banacol Sociedad Portuaria trust fund. During 2012, property on Calle 93 was purchased for the future Grupo Odinsa S.A. office building; in order to be able to acquire this site a capital lease was hired with Bancolombia S.A., for a term of 144 months in the amount of $11,600’000.000. (2) Goodwill corresponds to the excess cost paid over the market Price of the net assets purchased during the capitalization of accounts receivable from Compañía Gena, Maryoram and Sociedad Portuaria de Panamá. Note 9 – Deferred charges Deferred charges as of December 31 include: 2012 2011 Expenses Paid in Advance (1) 39,126,642 8,687,607 Concession Contract Deferred Charges (2) 829,627,211 801,888,676 Deferred Income Tax 6,780,332 - Equity Tax 5,407,853 2,293,446 Project Research 2,703,926 2,256,545 Deferred Price Level Adjustment Charge 307,702 483,532 Others 17,772,048 - Insurance And Finance - 203,258 Works to be Charges To Confase II 0 3,400,505 901,725,714 819,213,569 Minus – Accumulated Amortization 166,261,880 - 735,463,834 819,213,569 Long Term Portion 685,606,750 775,809,236 49,857,084 43,404,333 (1) Insurance, services, fees etc. (2) Corresponds to costs incurred in Concession projects which are amortized with future income according to the terms of the concession contracts. Note 10 – Other Assets Other assets as of December 31 included: 2012 2011 Works of art 11,600 11,600 Club memberships 200,000 200,000 Others 96,079 - 307,679 211,600 Note 11- Valuations


Valuations as of December 31 included: 2012 2011 Investments 46,425,903 18,835,951 Plant, property and equipment 3,964,357 4,251,012 50,390,260 23,086,963 Note 12 – Financial obligations Financial obligations as of December 31 included: 2012 2011 Banco de Bogotá Nassau 2,121,876 - BBVA Colombia (1) 21,926,052 31,228,903 Banco de Occidente (2) 3,512,001 7,024,000 Banco de Bogotá Miami (3) 18,430,152 17,664,583 Banco de Bogotá Panamá (3) 23,022,355 14,084,575 Bancolombia (4) 138,450,998 1,945,697 Bancolombia - Panamá (4) 27,564,239 30,283,983 Banco Santander (5) - 12,458,098 Helm Bank (6) 5,782,309 16,602,095 Bancolombia Miami 64,162,337 17,484,300 Bancolombia Leasing 11,600,000 - Banco de Bogotá 4,455,940 - BBVA Leasing (7) 7,426,742 8,220,293 Banco Davivienda - 92,303,741 Banco de Occidente Leasing 69,555 101,108 Banco de Chile 34,451,021 32,792,831 Banco Corpbanca 7,874,108 - Banco Aliado 6,208,873 - Overdraft Bancolombia 6,474 1,424 Consorcio Silva Carreño - 1,097 Leasing de Crédito - 2,605 Fiduciaria Bancolombia 558 - 377,065,590 282,199,333 Minus Long Term Portion 175,131,630 95,630,237 201,933,960 186,569,096 (1) Corresponds to three loans for the capitalization of Odinsa Holding. (2) Corresponds to the balance due on two loans obtained for the capitalization of the affiliate Odinsa Holding Inc. (3) Loans managed by the affiliate Odinsa Holding to be used as work capital. (4) Correspond to disbursement of contributions for the future capitalization of Vías de las Américas S.A.S. and Opain S.A. (5) Working capital for Gena, obtained through Odinsa Proyectos e Inversiones S. A. (6) Loans under managed affiliate Constructora Bogotá Fase III to be used as work capital. (7) Corresponds to the undersigned leasing contract for the acquisition of Office 804 located in the Colombian Chamber of Infrastructure Building


The maturity of long term financial obligations is as follows: 2012 2011 2013 - 2,103,865 2014 10,680,562 2,725,462 2015 10,680,562 2,008,235 2016 21,837,700 2,390,755 2017 18,440,944 - More than 5 years 113,491,862 86,401,920 175’131,630 95’630,237 Note 13 – Suppliers Suppliers as of December 31 included: 2012 2011 Short term suppliers 57’471,394 4’146,735 Long term suppliers 12’074,671 6’502,064 69’546,065 10’648,799 Note 14 – Accounts payable Accounts payable as of December 31 included: 2012 2011 Short Term Current Commercial Accounts 1,693,951 917,393 Accounts Payable To Contractors 10,543,327 3,566,704 Dividends Payable 40,353 27,314 Costs And Expenses Payable 24,763,481 6,996,359 Accounts Payable To Shareholders 61 1,388,706 Accounts Payable To Headquarters 55,891 61,406 Installments Payable 60,61 79,329 Payroll Withholdings And Contributions 47,379 237,504 Tax Withholdings 475,747 1,676,043 Advances To Clients - 34,396 Director – Consortium Accounts - 2,705,235 Other Creditors 15,139,737 1,560,520 52,820,537 19,250,909 Long Term Financial Expenses - 906,41 Accounts Payable To Related Companies (1) 40’621,530 88’237,410 Accounts Payable To Contractors (2) 82’654,263 42’073,205 Costs And Expenses Payable 4’439,696 - Debts With Shareholders And Partners (3) 65’139,672 - Taxes, Levies And Charges 2’707,600 - 195’562,822 131’216,755

(1) Includes Accounts Payable to contractors as risk capital for the Autopistas del Café S. A. project in the amount of $4,304,464.


(2) Mainly corresponds to loans incurred in with minority shareholders in Generadora del Atlántico in the amount of $19’852,858 and Generadora del Pacífico in the amount of $18’753,786.

(3) Corresponds to debt incurred by Generadora del Atlántico of $61’603,765 and Autopistas del Oeste of $3’535,908 with shareholders other than Grupo Odinsa.

Note 15 - Taxes, liens and charges Taxes, levies and charges as of December 31 included: 2012 2011 Income Tax and Related Taxes 8,706,401 7,705,508 Sales Tax Payable 927,664 385,438 Withholding Tax - 220,29 Industry And Commerce Tax 125,355 1,108,955 Equity Tax 5,407,853 2,293,446 Consortia Tax Payable 4,267,761 1,601,114 19,435,034 13,314,751 Income and Complimentary Tax Current Colombian tax provisions applicable to the company stipulate that: a) As a rule, taxable income is taxed at the rate of 33% by way of income and related taxes, with the exception of taxpayers that by an express provision handle special rates. b) The basis for determining the income tax cannot be less than 3% of its net equity on the last day of the immediately preceding fiscal year. c) As of fiscal year 2007, the adjustments for inflation system was eliminated and the capital gains tax for legal entities was reactivated over the total taxable capital gains obtained by taxpayers during the year. The fee applicable on taxable capital gains through 2012 is 33%. Article 109 of Act 1607 of December 2012, determined a 10% new rate for capital gains tax for companies, as of fiscal year 2013. d) As of fiscal year 2007 and only for tax purposes, taxpayers may annually adjust the cost of real and personal property which are considered fixed assets. The adjustment rate will be determined by resolution of the National Direction of Tax and Customs. e) Until the 2010 fiscal year, and for those taxpayers that had signed contract until December 31, 2012, a special deduction applies for actual investments made to productive fixed assets equivalent to 30% of the value of the investment, and its use does not generates income taxes for the partners or shareholders. Taxpayers who have acquired depreciable assets as of January 1, 2007 and use the deduction mentioned herein may only depreciate said assets by the straight-line system, and will not be entitled to the audit benefit, regardless of compliance with the budgets set out in the tax rules for its access. In terms of the deduction taken in previous years, if the property subject of the benefit is no longer used as part of the income producing activity, is disposed of or is withdrawn before the end of its useful life, a recovery income must be included proportional to the remaining useful life at the time of abandonment or sale. Act 1607 of 2012, repealed the rule that allowed legal stability contracts to be signed as of fiscal year 2013. f) As of December 31, 2012, the Company does not have outstanding balances on tax losses or surplus for presumptive income to offset ordinary income. g) As of 2004 income taxpayers who have carried out transactions with related parties or parties abroad and / or residents of countries considered to be tax havens, are required to determine ordinary and extraordinary income,


costs and deductions, and assets and liabilities for income tax and related tax purposes, bearing in mind the prices and profit margins established by the market. Grupo Odinsa, does not carry out transactions with its foreign related subordinates, however in 2012 it did sign two contracts for services with Genpac, an indirect Chilean subordinate, at commercial contract prices, that is, prices without competitive advantages for other third parties. h) In 2013, Law 1607 of December 2012 reduced the income tax rate to 25% and created the income tax for the tax "CREE", which for the years 2013, 2014 and 2015 will have a sole rate of 9%. Effective from the tax year 2016, the tax rate will be 8%. Except for some special deductions, as well as the offset losses and presumptive excess income, benefits that do not apply to "CREE", the tax base will be the same taxable base as that for net income tax. Non-profit organizations and businesses that are classified as users of the free zone (“zona franca”) are exempt from the income tax for the “CREE” tax. i) As stipulated in Article 25 of Act 1607 of December 2012, effective July 1, 2013, legal entities and similar taxpayers which report income tax and related taxes, will be exempt from paying payroll taxes for SENA and ICBF, for those workers who earn, individually, up to ten (10) times the minimum monthly wage. This exemption does not apply to those taxpayers subject to the CREE tax. 1. Panamá According to current tax regulations, corporate income tax returns for the previous three years may be subject to review by the tax authorities. Current tax regulations also indicate that the undistributed earnings of subsidiaries in the Republic of Panama, are subject to a 10% dividend tax at the time of distribution. Act 8 of March 15, 2010, amended Article 699 of the Tax Code, which reduces 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 and beyond. Legal entities whose annual taxable income exceeds one million five hundred thousand balboas, will pay income tax at the corresponding rate as indicated in the previous paragraph, on the greater of: - The net taxable income calculated by the traditional method established (rate of income tax in force at the date of calculation). - The net taxable income resulting from applying a four point sixty-seven percent (4.67%) to the total taxable income (alternative calculation of income tax – CAIR for its acronym in Spanish). 2. Chile Income tax is calculated based on taxable income as determined for tax purposes, with an effective rate of 20% for 2012. Below is a detailed reconciliation between individual income before income tax and taxable income for the years ending December 31 of Grupo Odinsa. 2012 2011 Accounting Profit before Income Tax 157,533,470 141,413,330 Plus Dividends Received from Companies under the Equity participation Method 65,409,652 36,712,167

Deductions and/or Tax Revenue - 2,570,325 Nondeductible Taxes 3,455,323 2,719,586 Provisions 5,266,847 2,378,952


Financial Transaction Tax 1,086,180 727,088 Costs From Previous Years 146,449 398,757 Other Non-Deductible Costs And Expenses 434,502 130,787 Donations 23,129 6,867 Minus – Non Taxable Income Exempt Revenues 82,293,602 81,964,976 Provision Reimbursement 3,442,809 1,724,924 Equity Method - Net 94,459,755 69,445,050 Ordinary Liquid Revenue For The Year 53,159,386 33,922,908 Presumptive Income 4,008,316 6,048,037 Income Tax Base 53,159,386 33,922,908 Tax Rate 33% 33% Tax Provision Before Deferred Income Tax 17,542,597 11,194,560 Minus – Deferred Income Tax 6,780,332 - Provision For Income Tax For The Current Period 10,762,265 11,194,560 Tax return forms for fiscal years 2010, 2011 and 2012 are subject to acceptance and review by the tax authorities. The management of the Company and its legal counsel believe that the amounts recorded as payable tax liability are sufficient to cover any claims that could arise regarding said years. The provision for consolidated income tax for the years ending on December 31 included: 2012 2011 Organización de Ingeniería Internacional - Grupo Odinsa S.A. 10,762,265 11,194,560

Odinsa Servicios S.A.S. 257,531 156,752 Odinsa Proyectos e Inversiones S.A. 6,322,399 1,691,957 Autopistas de Los Llanos S.A. 20,260,704 18,085,612 Internet por América - 549,549 Others - 1,626,093 Confase Fase Iii 81,663 7,569 Income Tax Provision Consolidated Companies 37,684,562 33,312,092 Equity Tax Act 1370 of 2009 determined the equity tax for the year 2011 for those taxpayers that report income tax. Taxpayers whose net worth exceeds $ 5,000 million must pay a fee of 4.8% and those with liquid assets are between $3,000 million and $5,000 million a 2.4% fee. Through Emergency Decree Number 4825 of December 2010 a new range of taxpayers who are required to pay this tax were included, with a rate of 1% for liquid assets between $ 1,000 million and $ 2,000 million and a rate of 1.4% for liquid assets between $ 2,000 million and $ 3,000 million. The above-mentioned decree also determined a 25% surcharge on this tax, which applies only to equity tax payers, per Act 1370 of 2009. Note 16 – Labor liabilities


Labor obligations as of December 31 included: 2012 2011 Short Term Wages Payable 11,824 9,544 Consolidated Severance Payment 1,937,693 871,644 Interests on Severance Payment 228,748 79,943 Voluntary Bonus 73,24 94,103 Consolidated Holidays 1,288,236 712,338 Voluntary Bonus 261,169 760,174 Other - 5,263 3,800,910 2,533,009 Note 17- Estimated liabilities and provisions Estimated liabilities and provisions as of December 31 included: 2012 2011 Short Term For Costs and Expenses 102,063 53,521 For Labor Obligations 793,71 - For Tax Obligations 21,362,824 16’339,025 Other Provisions 2,467,411 - 24,726,008 16’392,546 Long Term For Costs and Expenses 42,682 - For Labor Obligations 309,312 - 351,994 - Note 18 - Deferred Liabilities Deferred liabilities as of December 31 included: 2012 2011 Short Term Advanced Income Received (1) 19,827,186 1,004,367 Long Term Advanced Income Received 706,676,120 485,689,352 Credit for Deferred Price Level Adjustments 347,357 545,846 Flexible Amortization Deferred Charges 10,912,476 15,447,686 717,935,953 501,682,883 (1) During 2012, $6’304,810 were registered which correspond to the share that Grupo Odinsa S.A. has in Consorcio Constructor Nuevo Dorado. (2) These correspond to the advanced income received from toll collections and additional works for the concession contracts of Autopista del Café S.A. and Autopista de los Llanos S.A. subordinates. Note 19 – Other liabilities Other liabilities as of December 21 included:


2012 2011 Short Term Down Payments and Advances Received (1) 8,200,267 14,548,181 Contract Guarantee Deposit (2) 10177,610 3,062,459 Third Party Revenues Received - 705,606 Third Party Contract Withholdings - 3,925,062 Others 114,278 236,191 Total Short Term 18,492,155 22,477,499 Long Term Credit for Deferred Price Level Adjustments - 545,846 Down Payments and Advances Received (1) 148,706 94,500 Contract Guarantee Deposit (2) 27,655,277 15,023,062 Third Party Contract Withholdings 5,089,233 14,073,042 Other Liabilities 2,135,786 15,988,045 Total long term 35,029,002 45724,495 (1) This value groups the amounts that correspond to advances to the Transmilenio Phase III Project executions, as well as deposits received from partners and monies withheld as guarantee for third parties. (2) Corresponds to monies withheld to subcontractors as a guarantee on the execution of contracts, in compliance with contracts for the different projects developed by Grupo Odinsa. Note 20 – Bond and Commercial Papers In order to obtain funds for working capital, on the 18th and 19th of December 2008 the Parent Company issued and placed bonds, with the following characteristics: Total authorized amount: $100,000,000 Number of bonds: 10,000 Bonds Par value in pesos: $10’000,000 e/a Issue date: December 18, 2008 Guarantee: Company equity Series Term Rate Amount placed Subseries A 10 years IPC+ 7.9 AE paid TV 2’500,000 Subseries B 10 years 13.5% AE paid TV 5’500,000 Total placed 79’000,000 Interests accrued during 2012 9’665,346 Interests accrued during 2011 9,679,777 Note 21 – Minority Interest Represents the portion of the equity and results of the subsidiary companies that are not owned by the parent company 2012 2011


Autopistas de los Llanos S.A. 39,358,567 36,881,556 Odinsa Servicio Ltda. 326,624 - Odinsa Proyectos e Inversiones S.A. 322,699 83,674 Autopistas del Café S.A. 66,375,004 152,957,747 Construtora Bogotá Fase III 402,846 - Quadrat (4,209,909) (5,577,844) Internet por América S.A. - 16,190 Autopistas del Oeste (87,998) 18,836 Generadora del Pacífico S.A. 9,326,041 9,039,535 Generadora del Atlántico S.A 60,838,692 - 172,652,566 193,419,694 Note 22 – Shareholders equity 2012 2011 Authorized - 180,000,000 Common Shares with a Par Value of $100 18,000,000 18,000,000

Capital for Subscription (1,066,774) (1,855,210) Subscribed and Paid – 2012 - 169,332,260 Shares and 2011 - 161,447,900 Shares 16,933,226 16,144,799

Distribution of profits During the March 27, 2012 meeting, the Ordinary General Assembly approved the following proposal for the distribution of profits: 10% legal reserve equivalent to $13’021,877. Profits available to the Assembly in the amount of $ 117’196,893, cash dividends were distributed at the rate of $ 210 per share, paid in two installments on April 13 and June 13, 2012 for total value of $ 32,436,698; ordinary share dividends at the rate of $ 315 per share, paid on April 13, 2012, for a total value of $ 50,856,117 and reserves for investments in the amount of $ 32,436,698. During the March 30, 2011 meeting, the Ordinary General Assembly approved the following proposal for the distribution of profits: 10% legal reserve equivalent to $11,620,981. Profits available to the Assembly in the amount of $104,588,827, cash dividends were distributed at the rate of $200 per share, paid in two installments on April 14 and July 14, 2011 for a total value of $29,539,721; ordinary share dividends at the rate of $300 per share, paid on April 14, 2011, for a total value of $44,307,533 and reserves for investments in the amount of $30,741,573. Additional paid in capital Corresponds to the amount paid in excess of the par value. Surplus for equity method Corresponds to increases or decreases in subsidiary equity which arise from equity items other than results, but that increase or decrease the value of the investment recorded by the controlling entity. Legal Reserve Colombian laws require that the Company reserve 10% of its profits after tax each year, until they complete at least 50% of the subscribed capital. The law prohibits the distribution of this reserve during the existence of the Company, but it may be used to absorb losses.


Note 23 – Off balance sheet items Off-balance sheet items as of December 31 included: 2012 2011 Debtors Litigations and/or Lawsuits (Executive) 34,422 - Goods And Rights Pledged As Guarantees - 150,045,754 TPD (Traffic) Deficit Rights - 10,053,834 Control Debtors - 26,971,472 Goods Received As Capital Lease 20,862,978 120,197 Depreciated Property, Plant And Equipment 4,026,365 1,281,687 Discounted Assets 907,544 907,544 Capitalization for Revaluation Of Equity 2,169,785 2,169,785 Pending Construction Contracts 696,812,578 244,041,158 Inflation Adjustments Assets - Investments 591,080 58,311,794 Tax Debtors 543,206 1,362,142,125 725,947,958 1,856,045,350 Payable Joint Accounts 13,336,873 10,679,580 Claims Pending - 4,301,566 Guarantee on Loans 142,051,114 115,503,949 Goods and Titles Received 15,775 - Lawsuits and Litigations 7,120,357 123,694,235 Fiscal Creditors 129,140 137,251,799 Control Creditors 658,289,061 6,329 Guarantees Delivered - (81,959,962) Financial Lease Contracts 305,214 106,713 Pending Construction Contracts - 345,610,588 Equity Tax - 11,201 Goods and Titles Receives As Guarantee - 15,775 Inflation Adjustments Equity- Investments 17,719,747 64,359,569 838,967,282 719,581,342 1,564,915,240 2,576,626,692 Note 24 – Operating Income Operating income as of December 31 included 2012 2011 Electricity Generation 34,045,083 34,941,128 Construction 351,614,786 346,253,794 Tolls 315,764,961 276,249,592 Maintenance 405,6 6,520,540 Fees 1,648,505 13,062,780 Marketing - 629,108 Interests 88,096 8,033,327 Profit on Investment Value - 669,474 Other Operations 3,460,671 1,571,838 Sales Returns (2,690,252) - 704,344,450 687,931,581


: Note 25 – Operating expenses Operating expenses as of December 31 included: 2012 2011 Personnel Expenses 20,100,045 11,585,854 Fees 26,650,024 22,375,539 Taxes 17,773,047 12,806,737 Leases 1,865,006 1,354,757 Contributions and Affiliations 259,08 245,69 Insurance 3,168,195 3,068,352 Services 5,675,432 13,112,741 Financial Interest Expenses - 1,276,155 Legal Expenses 133,47 253,469 Maintenance and Repairs 11,587,196 16,065,882 Adjustments and Installations 319,865 115,715 Travel Expenses 2,231,592 1,165,840 Depreciation 4,526,547 5,702,508 Amortization 24,849,229 28,433,426 Provisions (1) 2,983,818 5,526,927 Others 71,391,314 56,390,699 193,513,860 179,480,291 Administrative operating expenses, are those incurred in the development of the corporate purpose of the Company and are recorded on an accrual basis, the amounts incurred in during the period and are directly related to the executive, financial, commercial, legal and administrative areas. (1) For 2012, the Company recorded in its debtors account, investment provisions, consortium provisions and asset protection provisions Note 26 – Non operating income Non-operating income as of December 31 included: 2012 2011 Other Sales 139,184 - Financial (1) 45,005,911 45,164,720 Dividends and Participations (2) 22,466,661 45,892,994 Leases 2,222,057 287,491 Services and Commissions 614,399 657,397 Sales Profits on Investments - Grupo Odinsa 7,447 423,7 Sales Profits on Other Assets - 3,019,239 Sales Profits on Property, Plant and Equipment - 48,286 Cost and Expense Recovery 46,730,602 4,467,295 Indemnities Received 290,8 117,421 Previous Year Revenues 88,31 - Rights and Tenders - 972,974 Recoveries - 32,389 Asset Price Level Adjustments - 2,257,366 Others 38,624,300 20,752,088 156,189,671 129,593,359


(1) Corresponds to income generated by differences in FX rates and Interest income (2) In 2012 dividends were received from Concession Paraguachón Riohacha Santa Marta S. A. in the amount of $ 10,597,396, the Company Hatovial S.A.S. in the amount of $8,350,711; the Concessionaire Operadora Aeroportuaria S. A. - Opain S. A. capitalized dividends in the amount of $2,423,759 which correspond to the contribution of Grupo Odinsa S. A. plus dividends from the port societies. Note 27 – Non-operating expenses Non-operating expenses as of December 31, included: 2012 2011 Financials (1) 59,004,410 41,230,554 Loss on Sale and Removal of Assets 5,464,886 2,784,176 Assumed Taxes - 97,748 Previous Year Costs And Expenses 12,438,564 671,857 Donations - 240,652 Fines, Penalties, Lawsuits - 65,905 Compensations - 23,503 Liability Monetary Correction - 2,097,944 Amortizations - 9,820,735 Interest Provision - 37,088,459 Others - 603,401 6,576,653 3,233,543

(1) For 2012, financial expenses are represented by: Interest on financial obligations, commissions and bank charges, a $669.038 difference in the exchange of assets and liabilities in foreign currency.

The increase is mainly generated by the accrual of the expense of exchange rate differences made by the parent company for loans acquired in foreign currency. Note 28 – Operating expenses with related parties During 2012, the summary of operations with related parties is as follows: Contracting party Contractor 2012 2011 Concesión Santa Marta Paracuachón Grupo Odinsa S.A - 17,504,674 Anditel S.A. Grupo Odinsa S.A. 1,113,766 - Expenses and / or Costs 2012 2011 In Favor of Odinsa Proyectos e Inversiones S.A. 3,597,780 4,862,390 Odinsa Servicios S.A.S. 421,443 224,557 Income From Construction And Maintenance 2012 2011 Received from Opain S.A - 62,271 Via De Las Américas S.A.S. 464,629 -


Consorcio Grupo Constructor Autopistas Del Café S.A. 4,300,765 3,887,269 Income From Fees 2012 2011 Received from Fideicomiso BBVA Concesión Santa Marta Paraguachón S.A. 691,912 2,141,574

Consorcio Grupo Constructor Autopistas del Café S.A. 749,087 1,055,363 Consorcio Constructor Nuevo Dorado - 405,294 Income for Personnel in Commission 2012 2011 Received From Consorcio Constructor Nuevo Dorado 446,516 Income for Leasing 2012 2011 Received From Consorcio Constructor Nuevo Dorado 55,502 230,467 Annex - Payments over 2012 2012 2011 Manager Salaries Paid 4,072,689 3,318,032 Public Relations and Representation Expenses Representation Expenses 227,722 111,089 Board of Directors Expenses 528,019 214,027 General Assembly Expenses 60,991 11,8 Related transactions with an impact on the balance sheet:

Third Party Nature 2012 2011

Fideicomiso BBVA – Concesión Santa Marta Riohacha – Paraguachón Fideicomiso BBVA – Concesión Santa Marta Riohacha – Paraguachón

Creditor 2,204,342 469,203

Fideicomiso BBVA – Concesión Santa Marta Riohacha – Paraguachón Debtor 9,959,029 539,365

Opain S.A. Debtor 146,556,907 35,647,663 Fideicomiso BBVA Concesión Autopistas de Los Llanos S.A. Creditor 950,691 804,254

Fideicomiso BBVA Concesión Autopistas de Los Llanos S.A. Debtor 3,592,643 1,931,772

Concesión Autopistas de los Llanos S.A. Creditor 645,856 - Concesión Autopistas de los Llanos S.A. Debtor 5,827 - Constructora Bogotá Fase III – Confase S.A. Creditor 2,937,020 414,717 Constructora Bogotá Fase III – Confase S.A. Debtor 54,845,550 20,639,099 Odinsa Proyectos e Inversiones S.A. Creditor 60,520,816 - Odinsa Holding Inc. Debtor 55,891 61,406 Consorcio Grupo Constructor Autopistas del Café S.A. Debtor 233,500 405,571

Consorcio Constructor Nuevo Dorado Creditor 13,967 - Consorcio Constructor Nuevo Dorado Debtor 127,009 364,649 Construcciones el Cóndor S.A. Debtor 82,092 82,092 Odinsa Servicios S.A.S. Creditor 78,675 131,006 Incivil S.A. Creditor 928,675 924,165


Incivil S.A. Debtor 71,843 71, 843 Autopistas del Café S.A. Debtor 815,760 - Inversiones Banacol S.A.S. Debtor 41,498 - Inversiones Agrícola el Retiro S.A.S Debtor 22,103 - Inversiones Comerciales Exportadoras S.A.S. Debtor 32,848 -

Generadora del Atlántico S.A. Debtor 14,943,385 - Note 29 – Contingencies Executive proceedings by Carlos Gaviria y Asociados S.A. (in Restructuring) against - Organización de Ingeniería Internacional S.A – Grupo Odinsa. This proceeding is currently underway in Backlog Civil Court No. 1. The subject of these proceeding are invoices issued by the plaintiff to Grupo Odinsa S.A. for works and services rendered for the Confase Project. The claim amounts to One thousand three hundred thirty eight million four hundred sixty one thousand three hundred and ninety pesos ($1,338’461,390). Current Status: The process is currently in the evidence conformation phase. Third party claim against Consorcio Grupo Constructor Autopistas del Café as part of the direct reparation of damages claimed by Fiducafé and others against Autopistas de Café S.A. These proceedings are currently underway in the Administrative Court of Caldas. According to statements by the plaintiff, the claims amount to three thousand seven hundred ninety three million eight hundred twenty four thousand five hundred pesos ($3’793,824,500). The plaintiff wishes the defendant be declared administratively and civilly liable, in solidum, for the apparent damages caused by the execution of the Armenia-Pereira-Manizales Project, on the land located in the Municipality of Manizales, adjacent to the crossroad of the 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 the infill located on the premises during the development of the project. Current Status: The process is currently in the evidence confirmation phase. By means of a memorandum presented on December 5, 2012, Autopistas del Café S.A. objected to the expert witness opinion presented by Jhon Eduardo Granada, due to lack of supporting evidence, flagrant ignorance on the principles of ground mechanics, and lack of coherence regarding several responses, thus qualifying as a serious error. The Presenting Justice must pass judgment on the request for objection on the expert witness opinion presented by Autopistas del Café S.A. Third party claim against Consorcio Grupo Constructor Autopistas del Café as part of the direct reparation of damages in which the plaintiff is the Universidad Antonio Nariño and the defendant Autopistas del Café S.A. and others. These proceedings are currently underway in the Administrative Court of Caldas. The amount of the claim, as stipulated by the plaintiff, is five thousand two hundred forty four million seventy five thousand pesos ($5’244,075,000).


The plaintiff wishes the defendant be declared administratively and civilly liable, in solidum, for the apparent damages caused to the lands property of the Universidad Antonio Nariño, by the execution of the Armenia-Pereira-Manizales Project, on the land located in the Municipality of Manizales, adjacent to the crossroad of the Uribe station. According to the plaintiff, the alleged damages were caused by the infill located on the premises adjacent to the University grounds during the development of the project. The process is currently in its evidentiary phase. Current Status: The process is currently in the evidence confirmation phase. The Presenting Justice agreed to the request by environmental expert witness José Abad Peña Giraldo, for an advance payment of travel expenses in order to prepare his opinion, by means of a ruling presented on August 25, 2012. (No. 5, Article 236). The defendant is responsible for payment of the expert witness study expenses. Arbitration Proceedings, Proenergy Services International Inc. vs. Gena and others Court of Arbitration located in Houston, subject to the regulations of the International Chamber of Commerce- ICC. The claim amounts to twenty four million eight hundred eighty eight thousand four hundred twenty dollars (US$24'888,420.76). Related Contracts

Contract for the sale of equipment- January 18, 2008 (“VE”) Contract for Equipment and Services – April 3, 2008 (E&S”) Engineering Service Proposal – March 3, 2008 (“PSI”) Addendum to the Contract for Equipment and Services - June 27, 2008 (guarantors).

Counterclaim: A counterclaim was presented by GENA and others (including Odinsa) on December 15, 2011, in the amount of fifty seven million five hundred forty two thousand four hundred dollars (USD $ 57’542.400). The main argument stipulated in the counterclaim is that ProEnergy did not comply with its contractual obligations as it did not adequately supply the corresponding equipment and services in order to comply with terms and guarantees of operation. Current Status: The following documents need to be presented to the Court of Arbitration:

I) The statement of defense and the statement of counterclaim. These are two different documents which must be presented after (a) the response to the request for arbitration presented by PES and (b) the submission of the counterclaim, which have been duly presented.

II) Witness statements

III) Expert witness opinions

IV) Other documentary evidence

On February 19, 2013 we were notified of the Court of Arbitration´s award, by which it passed judgment on the objection presented by Odinsa, in which it ultimately decided that it is not subject to the jurisdiction of said court and is therefore no longer part of the process. This being said, Odinsa has been cleared in this process. Corporate restructuring of Carlos Gaviria y Asociados Ltda. Currently under liquidation by assignment.


Insolvency proceedings are currently underway in the Superintendency of Corporations. Superintendency in charge of insolvency proceedings. Amount: Grupo Odinsa S.A. was acknowledged as a creditor of the company under liquidation in the amount of one thousand seven hundred thirteen million nine hundred ten thousand two hundred sixty one pesos ($1.713’910,261), and its credit classified as a fourth class supplier type. However, Grupo Odinsa S.A. was also identified as a debtor of Carlos Gaviria y Asociados in the amount of one thousand two hundred eighty eight million two hundred fifteen thousand six hundred thirty six pesos ($1.288’215,636). Current Status: The liquidator has two (2) months starting December 10, 2012 to sell the company assets under assignment. If during this time period assets are not sold directly, the compulsory liquidation of the company Carlos Gaviria y Asociados Ltd., will begin. Arbitration Proceeding, Pro Energy SERVICES Panamá S.de R.L. vs. Generadora del Atlántico S.A. (Neither Grupo Odinsa nor its a subordinate companies, Odinsa Holding Inc., and Odinsa PI S.A. are associated to this arbitral proceeding) Generadora del Atlántico S.A., in which Grupo Odinsa has a 4.18% direct share, and 50.34% and 5.14% indirect share through Odinsa Holding Inc., and Odinsa Proyectos en Inversiones S.A. respectively, was accused as part of an arbitration proceeding in Panama, subject to the regulations of the International Chamber of Commerce CCI. The claim amounts to two million eighty thousand three hundred eighty one dollars (US $ 2,080,381.27). Related Contract: Operation and Maintenance Contract (O&M) signed on December 5, 2008. Counterclaim: GENA presented a counterclaim in the amount of sixty two million dollars (US $ 62,000,000). The main argument stipulated in the counterclaim is the gross negligence and the willful misconduct by Proenergy, in the non-compliance of its obligations, bad faith regarding consent and fraudulent misrepresentation. Current Status: On December 17, 2012, the closing arguments were presented in writing.

Documents

Consolidated Financial Statements 2012 - odinsa.com€¦ · Consolidated Financial Statements 2012 ORGANIZACIÓN DE INGENIERIA S.A - Grupo Odinsa S.A. Consolidated Balance Sheet (Thousands