2013 consolidated financial statements - odinsa€¦ · the consolidated financial statements of...

2013 Consolidated Financial Statements

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A Statutory Auditor Report Dear Shareholders of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A. February 26, 2014 I have audited the accompanying consolidated balance sheet of Organización de Ingeniería Internacional S.A. - Grupo Odinsa S.A., and its affiliates, as of December 31, 2013 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 consolidated financial statements of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S.A. for the year 2012 were audited by another public accountant, who in his report dated February 25, 2012, expressed an unqualified opinion thereof and included an emphasis paragraph as a result of the uncertainty regarding the ability to continue as a going concern, uncertainty that to date has been remedied. 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 Colombia for institutions supervised by the Superintendency of Finance. This responsibility includes: designing, implementing and maintaining a relevant internal control in the preparation and fair presentation 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. 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. 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 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, fairly present, 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, 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.

(Original Document Signed) Rodrigo Albarracín Cruz Statutory Auditor Professional ID No. 80739-T (See attached report)

Certification from the Legal Representative and Company´s Accountant Dear Shareholders of Organización de Ingeniería Internacional S. A. - Grupo Odinsa S. A February 26, 2014 . The undersigned Legal Representative and Company´s Accountant certify that the consolidated financial statements of the Compañía Organización de Ingeniería Internacional S.A. - Grupo Odinsa S.A as of December 31, 2013 and 2012, 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:

1. All assets and liabilities included in the Company´s consolidated financial statements as of December 31 2013 and 2012, 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 affiliates during the years ending December 31, 2013 and 2012, 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 affiliates 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 and its affiliates have been properly classified, described and disclosed in the financial statements.

(Original Document Signed) VICTOR MANUEL CRUZ VEGA Legal Representative (See attached certification)

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

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A - Grupo Odinsa S.A. Consolidated Balance Sheet AS OF DECEMBER 2013 AND 2012 (Thousands of Colombian pesos) December 31, Assets Notes 2013 2012

Current Assets

Cash and Equivalents 3 187,382,478 38,483,750 Temporary Investments 4 11, 272,915 16,445,585 Receivables 5 276,736,534 519,609,709 Inventory 6 7,618,602 7,489,609 Deferred Charges 9 44,509,032 49,857,084

Total Current Assets 527,519,561 631,885,737

Non-Current Assets

Long term Investments 4 74,211,112 83,750,594 Long Term Receivables 5 304,133,752 183,481,496 Property, Plant and Equipment, 7 500,176,497 653,311,886 Intangibles 8 266,647,652 194,818,127 Deferred Charges 9 783,881,876 685,606,750 Other Assets 10 306,707 307,679 Asset Appreciation 11 50,775,711 50,390,260

Total Non-Current Assets

1,980,133,307

1,851,666,792

Total Assets 2,507.652,868 2,483,552,529

Off Balance Sheet Items 23 2,904,543,628 1,564,915,240

December 31, Liabilities and Stockholders’ Equity Notes 2012 2011

Current Liabilities

Financial Obligations 12 89,864,654 201,933,960 Suppliers 13 60,716,020 57,471,394 Accounts Payable 14 40,914,161 52,820,537 Tax, liens and fees 15 42,805,815 19,435,034 Labor Liabilities 16 5,887,098 3,800,910 Estimated Liabilities and Provisions 17 18,205,180 24,726,008 Deferred Liabilities 18 3,462,416 6,304,810 Other Liabilities 19 53,592,610 18,492,155 Total Current Liabilities 315,447,954 384,984,808

Long term Liabilities Long term Debt 12 356,897,197 175,131,630 Suppliers 13 12,166,436 12,074,671 Accounts Payables 14 127,654,046 195,562,822 Estimated Liabilities and Provisions 17 472,073 351,994 Deferred Liabilities 18 685,646,990 731,458,269 Other Liabilities 19 29,366,075 35,029,002 Bonds and Commercial Papers 20 79,000,000 79,000,000

Total Long term Liabilities 1,291,202,817 1,228,608,388 Total Liabilities 1,606,650,771 1,613,593,196

Minority Interest 21 159,872,857 172,652,566 Stockholders´ Equity 22

Paid and subscribed capital 17,780,510 16,933,226 Capital surplus 231,881,275 177,697,514 Reserves 352,970,176 303,082,664 Equity appreciation 22,092,003 24,795,929 Net Income for the year 91,696,037 165,166,958 Accumulated Earnings (8,872,505) (8,709,508) Appreciation surplus 50,775,711 50,390,260 Adjustment for conversion and equity method

(17,193,967)

(32,050,275)

Total Stockholders’ Equity 741,129,240 697,306,767 Total Liabilities and Stockholders’ Equity 2,507,652,868 2,483,552,529

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


(Original Document Signed) Rodrigo Albarracín Cruz Statutory Auditor Professional ID No 80739-T (See attached Report)

ORGANIZACIÓN DE INGENIERIA S.A - Grupo Odinsa S.A. Consolidated Income Statement AS OF DECEMBER 2013 AND 2012 (Thousands of Colombian pesos) Year ending in December 31,

Notes 2013 2012

Revenue 24 873,978,274 704,344,449 Cost of Goods Sold (463,646,100) (336,708,785)

Gross Profit 410,332,174 367,635,664 Operating Expenses 25 (285,260,704) (193,513,860)

Operating Income 125,071,470 174,121,804 Non-operating Income 26 181,760,857 156,189,671 Non-operating Expenses 27 (118,958,201) (83,486,513) Profit before provision for Income tax 187,874,126 246,824,962 Provision for Income tax 15 (71,951,438) (37,684,562)

Net Profit before Minority Interest 115,922,688 209,140,400 Minority Interest (24,226,651) (43,973,442)

Consolidated Net Profit 91,696,037 165,166,958 Consolidated Earnings per Share (in Colombian pesos)

521.93

806.57

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


(Original Document Signed) GUILLERMO TUTA APONTE Accountant T.P. No.20826 – T (See attached certification)

(Original Document Signed) Rodrigo Albarracín Cruz Statutory Auditor Professional ID No 80739 - T (See attached Report)

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A – Grupo Odinsa S.A. Consolidated Statement of Change in Stockholders’ Equity AS OF DECEMBER 2013 AND 2012 (Thousands of Colombian pesos) Reserves

Capital Surplus Mandatory Voluntary Paid in Capital Additional Paid in

Capital Adjustment for conversion and equity method

Legal Reserve Investment and Donation Reserves

Equity Appreciation

Period Net Profit Appreciation Surplus

Total Equity

Balance at December 31, 2011

16,144,799

127,632,374 (11,263,760)

51,258,937

206,365,150

27,499,853

130,218,770

23,086,963

570,943,086

Declared dividends/ appropriations

788,427

50,065,140

-

13,021,878

32,436,698

-

(130,218,770)

-

(33,906,627)

Adjustment for conversion and equity method

-

-

(20,786,515)

-

-

(2,703,924)

-

27,303,297

3,812,858

Net Profit

-

-

-

-

-

-

165,166,958

-

165,166,958

Balance at December 31, 2012

16,933,226

177,697,514

(32,050,275)

64,280,815

238,801,848

24,795,929

156,457,450

50,390,260

697,306,767

Declared dividends/ appropriations

847,284

54,183,761

-

14,217,358

35,670,155

-

(156,457,450)

-

(51,538,892)

Adjustment for conversion and equity method

-

-

14,856,308

-

-

-

-

385,451

15,241,759

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

-

-

-

-

-

-

(8,709,508)

-

(8,709,508) Balance Dec. 31, 2013

17,780,510

231,881,275

(17,193,967)

78,498,173

274,472,003

22,092,002

82,823,532

50,775,711

741,129,240




(Original Document Signed) Rodrigo Albarracín Cruz Statutory Auditor Professional ID No 80739-T . (See attached certification

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A – Grupo Odinsa S.A. Consolidated Statement of Change in Financial Position AS OF DECEMBER 2013 AND 2012 (Thousands of Colombian pesos)

Year ending December 31, 2013 2012 Financial Resources were provided by:

Net income 115,922,688 209,140,400 Plus (minus) – Charges (credits) to year results that did not affect working capital

Recovery of Provisions for investments (673,387) - Provisions for:

Debtors 7,580,126 - Property and Equipment 208,457 -

Depreciation of Property and Equipment 12,124,248 6,982,861 Amortization of Deferred Charges and Intangibles 129,882,520 115,063,484

Working Capital provided by operations 257,464,526 331,186,745

Investments 23,772,403 - Sale of Other Assets 972 (96,079) Increase in Financial Debt 181,765,567 79,501,393

Increase in Financial Debt with Suppliers 91,765 5,572,607 Increase in Estimated Liabilities and Provisions 120,079 351,994

Total Financial Resources Provided 463,165,312 416,516,660

Use of Financial resources: Increase in property, plant and equipment (20,345,854) (428,232,348) Equity tax payment - (2,703,924) Investments - (26,779,004) Increase in:

Debtors (120,652,256) (148,618,554) Intangibles (72,233,423) (97,950,295) Deferred charges (66,555,823) (24,860,998)

Decrease in: Accounts Payable (67,908,776) 64,346,067 Dividends paid to stockholders (86,044,589) (83,449,346) Deferred Liabilities (45,811,279) 229,775,386 Other Liabilities 5,662,927) (10,695,493) Liabilities with Minority Interest (12,779,708) (20,767,128)

Total of financial resources used (497,994,635) 252,298,529 (Decrease)Increase in working capital (34,829,323) 163,818,131

Changes in components of working capital

Cash and Equivalents 148,898,728 3,960,119 Temporary Investments (5,172,670) (2,439,015) Accounts receivable (242,873,176) 273,857,413

Inventory 128,993 1,282,759 Deferred Charges (5,348,052) 6,452,751 Financial Debt 112,069,306 (15,364,864) Suppliers (3,244,626) (53,324,659) Accounts Payable 11,906,376 (33,569,628) Tax, Liens and fees (23,370,781) (6,120,283) Labor Liabilities (2,086,188) (1,267,901) Estimated liabilities and provisions 6,520,828 (8,333,462) Deferred Charges 2,842,394 (5,300,443) Other liabilities (35,100,455) 3,985,344

Increase (decrease) in working capital (34,829,323) 163,818,131




(Original Document Signed) Rodrigo Albarracín Cruz Statutory Auditor Professional ID No 80739 -T (See attached Report)

ORGANIZACIÓN DE INGENIERIA INTERNACIONAL S.A Consolidated Cash Flow Statement AS OF DECEMBER 2013 AND 2012 (Thousands of Colombian pesos) Year ending in

December 31, 2013 2012 Cash Flow from operating activities

Net income 115,922,688 209,140,400 Adjustments to reconcile net income to net cash provided from operating activities

Recovery of provisions for investments (673,387) - Provisions for the protection of:

Accounts Payable 7,580,126 - Property and Equipment 208,457 -

Depreciation of Property and Equipment 12,124,248 6,982,861 Amortizations of Deferred Charges and Intangibles

129,882,520 115,063,484

Dividends received - 2,423,759 265,044,652 333,610,504

Changes in operating assets and liabilities: Accounts Receivable 114,640,794 (125,238,859) Inventory (128,993) (1,282,759) Deferred Charges (61,207,771) (11,050,298) Suppliers 3,336,391 58,897,266 Accounts Payable (79.815,152) 97,915,695 Tax, Liens and Fees 23,370,781 6,120,283 Labor liabilities 2,086,188 1,267,901 Estimated Liabilities and Provisions (6,400,749) 8,685,456 Equity Tax - (2,703,924) Deferred Revenue (48,653,673) 203,157,699 Advances Received 29,437,527 (14,680,837)

Net Cash (used in) provided by operating activities

241,709,996 554,698,127

Investment activities:

Purchase of Investments 23,722,403 (16,348,262) Acquisition of property, plant and equipment (20,345,854) (430,656,107) Increase in Intangibles (72,233,423) (97,950,294) Other assets 972 (96,079) Increase in Deferred Charges - (20,263,451)

Net cash (used in) provided by investment activities

(68,855,902) (565,314,193)

Financing Activities:

Financial debt 69,696,261 94,866,257 Minority Interest (12,779,708) 720,259 Dividends paid (86,044,589) (83,449,346)

Net cash provided by financing activities (29,128,036) 12,137,170 Net change in cash and equivalents 143,726,058 1,521,104 Cash and equivalents, beginning of period 54,929,335 53,408,231 Cash and equivalents, end of period 198,655,393 54,929,335




(Original Document Signed) Rodrigo Albarracín Cruz Statutory Auditor Professional ID No 80739 -T (See attached Report)

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 Organizacion 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 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 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 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 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 supervised - by the Colombian Superintendency of Finance (the Colombian regulatory entity in charge of supervising public issuers). Description of Affiliated companies:

a) Autopista de los Llanos S.A. Its purpose is the celebration and execution of a state 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.

2013 2012 Assets 140,592,599 155,268,055 Liabilities 22,730,132 30,470,774 Equity 117,862,467 124,797,281 Net Profit 33,268,867 40,203,681 Percentage of equity 68.46% 68.46% b) Odinsa Proyectos e Inversiones S.A. Its corporate purpose includes 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 of its ownership or of third parties. As of June 2011, Odinsa Proyectos is executing Contract 250, signed with INVIAS, to collect tolls in 38 stations nationwide. 2013 2012 Assets 104,143,486 104,978,952 Liabilities 14,332,744 23,007,739 Equity 89,810,741 81,971,213 Net Profit 13,808,589 11,207,125 Grupo Odinsa Ownership percentage 89.65% 89.65% Proyectos e Inversiones Ownership percentage 10.00% 10.00% c) Odinsa Servicios S.A.S. Its purpose is the provision of horizontal and vertical road signs to concessions and other private and public entities.

2013 2012 Assets 12,013,737 11,371,223 Liabilities 1,236,248 1,307,631 Equity 10,777,490 10,063,592 Net Profit 1,242,836 1,637,173 Grupo Odinsa Ownership percentage 85.00% 85.00% Proyectos e Inversiones Ownership percentage 15.00% 15.00% d) Autopistas del Café S.A. The main purpose is the construction of public works under the concession system in the Colombian Coffee Region, as well as the full or partial development of public and/or private works under any system other than concession. 2013 2012 Assets 178,585,315 222,334,250 Liabilities 111,705,716 89,562,032 Equity 66,879,599 132,772,218 Net Profit 6,375,320 74,889,078 Ownership percentage 61.921% 50.008% e) Constructora Bogotá Fase III – CONFASE S.A. The sole corporate purpose is the celebration and execution of the public works contract, 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. It is currently in the maintenance phase, and will continue for the next five years. 2013 2012 Assets 74,132,924 74,144,720

Liabilities 84,465,149 82,238,312 Equity (deficit) (10,332,225) (8,093,592) Net Loss (11,126,523) (8,093,592) Grupo Odinsa Ownership Percentage 50.00% 50.00% Odinsa Proyectos e Inversiones Ownership percentage

1.00% 1.00%

The company holds as deferred costs, costs that are pending invoicing and that are part of an ongoing claims process that the Company instilled against the Instituto de Desarrollo Urbano – IDU (for its acronym in Spanish) through a Direct Court of Arbitration at the beginning of 2013 for an amount of $50.685 Billion. Ruling is expected to occur during the first semester of 2014. According to the company’s lawyers the results can be favorable to Confase. In addition, during the first semester of 2014, Confase will instill another claim at the Court of Arbitration against the Instituto de Desarrollo Urbano – IDU for additional claims which amount to approximately $21.12 Billion pesos. f) Odinsa Holding Inc. It is an anonymous commercial corporation domiciled in the British Virgin Islands, constituted through public deed No. 465395, dated October 5, 2001. The company was incorporated with the intention of participating in international projects of various engineering branches, with an initial equity contribution of US$150,000. In September 2002 it increases its authorized capital up to US$200,000. 2013 2012 Assets 396,095,971 424,354,772 Liabilities 51,730,451 137,346,340 Equity 344,365,520 287,008,432 Net Profit 39,472,402 21,451,908 Ownership percentage 100.00% 100.00% Additionally, by developing its foreign operation of road construction, operation and investment, this affiliated 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 corporation is made up by Odinsa Holding Inc., with a 100% ownership. Its purpose is that of investor and construction subcontractor in Dominicana de Vías Concesionarias S.A. - DOVICON S. A. and in Dominican Republic. 2013 2012 Assets 13,122 60,007 Liabilities 11,752 5,402 Equity 1,370 54,605 Net Loss (73,682) (5,925) Ownership Percentage 100.00% 100.00% - Autopistas del Oeste S.A.

Its purpose is road construction in the Dominican Republic, through the company VIADOM S.A. This project was returned to the Dominican government in 2013 and its results distributed among its shareholders.

2013 2012

Assets 95,035 8,509,671 Liabilities 108,981 8,838,373 Equity (deficit) (13,946) (328,702) Ownership Percentage Odinsa Holding 59% 55.00% Grupo Odinsa - 4.90%

- Generadora del Pacifico S.A.

Company incorporated in Chile. The following companies have ownership in this company: Odinsa Holding Inc. with 51.24%, IC Advisor with 8.53%, Kevran with 11.18%, and Saturde with 5.33%, its purpose is power generation.

2013 2012 Assets 69,591,398 75,707,554 Liabilities 56,084,175 56,600,268 Equity (deficit) 13,507,223 19,107,286 Net Profit 2,471,991 154,428 Ownership Percentage 51.24% 51.24%

- Marjoram Riverside S.A.

Acquired in the Republic of Panama in 2011. This company was acquired by Odinsa Holding Inc., as an investment vehicle in Autopista del Oeste S.A.

2013 2012 Assets - 1,696,160 Liabilities 39,743 1,778,993 Equity (deficit) (39,743) (82,833) Net Profit (Loss) 51,329 (5,925) Ownership Percentage 100.00% 100.00%

- Generadora del Atlántico S.A.

The company's corporate purpose is energy generation in Panama. This company is a direct affiliate of Odinsa Holding Inc. since December 2012, the month in which the following loans and interests owed by GENA to Odinsa Holding (US$79,495,978), to Grupo Odinsa (US$7,501,322) and Odinsa Proyectos e Inversiones (US$9,217,944) are capitalized (in US dollars).

In 2013 the second capitalization of cash credits, authorized by the 2012 Shareholder´s General Assembly, took place, capitalizing an amount totaling US$1,281,358, equivalent to 4,042 new shares, whereby Odinsa Group maintains a 59,66% stake.

2013 2012 Assets 394,305,363 340,463,182 Liabilities 176,863,530 189,610,984 Equity (deficit) 217,441,883 150,852,198 Net Profit 19,136,156 2,100,392 Ownership Percentage Odinsa Holding 50.3414% 50.3414% Grupo Odinsa 4,1841% 4,1841% Odinsa Proyectos e Inversiones 5,1416% 5.1416%

During the year ending December 31, 2013, the Company had a net profit of US$10,573,079 thus changing the loss trend it had been experiencing in previous years. In addition, 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 Sociedad Portuaria de Santa Marta S. A. in Colombia, and 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 in to the maritime port sector. 2013 2012 Assets 10,327,595 10,377,859 Liabilities 9,634 6,963 Equity 10,317,961 10,370,895 Net Profit 1,498,594 968,118 Ownership Percentage 100.00% 100.00%

- 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 its investment in Puertos y Valores S.A.S. Just like Inversiones y Administración Portuaria S.A., it is domiciled in Panama and it is a 100% affiliate of Odinsa Holding Inc. 2013 2012 Assets 2,267,331 2,323,940 Liabilities 9,634 6,963 Equity 2,257,697 2,316,977

Net Profit 292,888 199,723 Ownership Percentage 100.00%

Effect of the consolidation on the Head Office´s financial statements:

2013 2012

Concept Individual Consolidated Variation Individual Consolidated Variation Assets 1,211,457,643 2,507,652,868 1,296,195,225 1,093,975,514 2,483,552,529 1,389,577,015 Liabilities 481,914,262 1,606,650,771 (1,124,736,510) 431,321,638 1,613,593,196 (1,182,271,558) Equity 729,543,381 741,129,240 (11,585,858) 662,653,876 697,306,767 (34,652,891) Profit 83,041,821 91,696,037 (8,654,216) 142,173,597 165,166,958 (22,993,361) Minority Int - 159,872,857 (159,872,857) - 172,652,566 (172,652,566)

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 main 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 According to its by-laws, the Company has established a cutoff date for its accounts, to prepare and disseminate its financial statements of general purpose, once a year on December 31st. Consolidation Principles The consolidated financial statements include the accounts of Grupo Odinsa S.A. and its affiliates 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., Inversiones Comerciales Exportadoras S.A.S., Inversiones de Infra-estructura 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., 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 affiliates or the affiliates thereof.

- The parent company and its affiliates have, either jointly or individually, the right to issue the

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

- The parent company, directly, through an intermediary or through the assistance of its affiliates,

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 generally accepted in Colombia, using the global integration method, in accordance with the provisions of Circular 002 of 1998 issued by the Superintendency of Finance.

Homogenization of accounting policies and methods In cases where the Company and its affiliates use different accounting policies or methods for like transactions and events under similar circumstances, the affiliates' financial statements will be adjusted in the work papers prepared for such purpose. If said adjustments were to lack significance, they may be omitted, provided they are deemed as such. The aforementioned is in accordance to the joint memo No.100-000006 2005 issued by the Superintendency of Companies.

Temporary and Long Term Investments The regulations of the Superintendency of Corporations require that the investments owned by the Company be classified according to any intention of their being realized by management as negotiable, before three years, and permanent, after three years, and according to the returns generated as fixed income and variable income investments; once classified the investments these are registered and valued in the following manner: 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 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. Variable income investments in stocks or equity shares in entities not controlled by the Company are registered at cost adjusted for inflation, up to the 31st of December of 2006, and are valued monthly at their net realizable value; the resulting adjustment, whether positive or negative, is registered in the appreciation line in the asset with a credit 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 to income. The market value is determined for the stocks that are quoted in the exchange of high or medium trading volume, based on the average quote on the exchange in the last month; and for those with low trading volume or that are not quoted on the exchange, based on their intrinsic value.

c. In accordance to Decree No. 4918 of 2007, the variable income investment in affiliates 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 stated value 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.

Inventory The inventories are accounted for at acquisition cost. Their value is determined via the weighted average method, which is reduced to its net carrying value, if this is lower. Properties and Equipment, net They are accounted for at cost (adjusted for inflation up to December 31, 2006) which as necessary includes charges for financing expenses or currency exchange. The sales and retirement of these are 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, 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 and communications equipment, 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 Financial leasing contracts 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 principally 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 income statement.

- Equity tax: corresponds to the tax generated on January 1, 2011, payable in eight installments (2 payments per year) over four years.

Asset Appreciation (loss of value) The appreciation corresponds to:

a. To excesses between the realizable value determined by appraisals of recognized technical value and the net book value of property, plant 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 method, as may be the case. When the value of realization of a non-controlled permanent investment is lower than the book value, the difference decreases the valuation of the asset; 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 These are mostly related to real estate trusts and goodwill generated by the excess in the amount paid for on the purchase of shares and the net book value of assets and liabilities received in the affiliate companies. This goodwill is amortized over a period of 20 years, using the straight-line method from the date of purchase of the above mentioned shares.

Labor liabilities

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

Income tax

The income tax is determined based on estimates. The provision for income tax which is charged to the income statement includes, in addition to the tax on the taxable income for the year, that 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 directors of the Company to register estimates and provisions that affect the values of reported assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements. Real results may differ from said estimates.

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 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 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.

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 obtained from fixed price contracts,

and are recognized on the income statement according the percentage of work completed method POC (percentage of completion) measured with reference to the percentage of executed work and actual costs incurred in the period relative to the total budgeted costs for the EPC contract. The EPC contract costs correspond to those directly related to the contract, as well as those related to contracting activity in general, and any other cost that may be charged to the contract. These costs are charged to the income statement accounts based on the accrual system. All other costs and expenses are recorded based on the accrual system.

b. Fees for the supply 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. Those generated by the development of the cooperation contract between Grupo Odinsa S.A. and Odinsa Proyectos e Inversiones S.A., as required in the tender with INVIAS, Contract No. 250 on 2011.

c. Concessions revenue is recognized from the start of the operating stage, and revenues and expenses are

recorded directly in the income statement using the accrual system.

Consortia

As of December 31, 2011, giving effect to Circular Externa (External Memo) No. 115-000006 of the Superintendency of Corporations 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 the percentage of participation in these economic entities. Before the application of the referenced Memo, the tax legislation, 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 participation in the revenues, costs, and expenses of the consortium or joint venture.

Earnings per share

The earnings per share is determined by taking the weighted annual average of the subscribed shares in circulation each year. Cash equivalents For presentation purposes of 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. 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 Spanish), certified by the Superintendency of Finance (Colombian governing body regulating financial transactions, including foreign currency movements). The exchange rate used to adjust the resulting balance in US dollars on December 31, 2013 was $ 1,926.83 (2012 - $1,768.23) for US $1 and $ 42,66 - $43.77 for RD $1, respectively. As of December 31 of 2013 and 2012, the Company shows the following assets in foreign currency, assets registered at their equivalent in Colombian pesos ():

2013 2012

Dominican Pesos $ US $

Equivalent in thousands of

pesos

Dominican Pesos $ US $

Equivalent in thousands of

pesos

Assets 2,117,449 248,232,114 478,396,724 201,168,723 250,724,623 442,254,505

Note 3 - Cash and Equivalents Cash and equivalents as of December 31 include:

2013 2012 Cash 78,158 80,948 Banks (2) 169,923,504 16,716,903 Savings Accounts 11,304,217 17,951,414 Fiduciary Rights 281,993

Funds 6,488,430 1,447,501 Cash and Equivalents originating from consortia (1) 1,306,176 2,286,984 187,382,478 38,483,750

(1) Cash and Equivalents originating from Consortia include:

2013 2012

Consorcio Constructor Nuevo Dorado 305,591 150,168 Consorcio Imhotep 379,420 363,864 Consorcio Mantenimiento Opain 206,350 1,069,837 Consorcio Odival 39,549 356,204 Other consortiums 374,266 346,911 1,306,176 2,286,984 (2) For the year 2013 the affiliates’ cash and equivalents were found mainly in Autopista del Café S.A., in the amount of $ 71,110,216, Autopista de los Llanos S.A. in the amount of $81,932,052 and Grupo Odinsa in the amount of $10,143,852. No restrictions exist regarding the balances of cash and equivalents as of December 31, 2013 and 2012. Note 4- Investments The investments up to December 31st comprised: 2013 2012

Temporary Certificates of Deposit and other titles 6,515,992 7,309,250 Fiduciary rights in Common funds (1) 3,042,051 8,945,437 Shares in Internet por Colombia S.A. (1) 51,489 - Shares in Internet por America S.A. (1) 1,486,405 -Consortiums 176,978 190,898

(1) During 2013 the shares in Internet por Colombia S.A. and Internet for America S.A. were reclassified

by Management from non-controlled permanent investments to temporary investments, as there is the decision to divest, from the Company´s management.

Permanent Variable income with non-controlled companies

Shareholding 2013 Shareholding 2012 Autopistas del Nordeste C.A. (1) 42.5% 114 42.5% 84

Internet por Colombia S. A. 49.0% - 49.00%

542,771

Internet por America S.A. 49.29% - 49.29% 1,847,315

Vías de las Américas S.A.S. 33.34% 8,666,668 33.34% 8,666,668

Metrodistrito S. A. 15.00% 20,634 15.00% 1,068,481

Sociedad Portuaria de Santa Marta (3) 11.20% 8,428,676 11.20% 11,871,728 Santa Marta Paraguachón S. A.(4) 40.82% 15,292,891 40.82% 15,292,893

Proceal S. A. 3.51% 461,209 3.51% 461,209 Autopistas del Nordeste (Cayman) 42.50% 1,023,556 42.50% 939,090 Bulevar Turístico del Atlántico S. A.(1) 42.50% 127,884 42.50

% 92,930

Opain S.A. (2) (4) 35.00% 36,611,450 35.00% 31,663,202 Norein S. A. 7.00% 23,498 7.00% 23,498 Aerotocumen S. A. (2) (4) 10.04% 9,634 10.04% 8.829 Consorcio Dovicon O&M (1) 20.40% (2) 20.40% 1,743 Consocio Dovicon EPC (1) 2.40% 1,591 2.40%

1,743 JV Dovicon O&M S. A. S. (1) 0.00% 5,421 0.00% 5,228 JV Dovicon EPC S. A. S. (1) 0.00% 321 0.00% 5,228 JV Proyecto BTA S. A. (1) 0.50% 1,914 0.50% 1,859 JV Proyecto A de N S. A. (1) 0.50% 1,914 0.50% 1,859

CCI Marketplace S. A. 0.21% 4,028 0.21% 8,022

Hidroeléctrica de Ituango 0.00% - 0.00% 20 La Concepción Advisors 50.00% 48,171 0.00% -

Grupo Energético del Caribe 50.00% 9,634 0.00% -

Hatovial S. A. S. (4) 22.21% 2,890,892 22.21% 2,890,892

Dovicon S. A. (1) 0.00% 73,364 2.40% 7,847,652

Subtotal - Investments 73,703,462 83,242,944

Other investments

Equity Accounts – Consortia 507,650 507,650

Total - Non controlled permanent investments 74,211,112 83,750,594

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

Autopistas de Oeste Contract in the Dominican Republic.

(2) Investments in Airport Construction.

(3) Investments in the maritime port industry

(4) In 2013, other dividends were obtained from Aerotocumen S. A. in the amount of $240,854, Hatovial S. A. S., in the amount of $5,329,206 (2012 - $8,350,711), and Opain S. A. in the amount of $4,343,594 (2012 - $2,423,759), the latter were received in shares.

Note 5 – Debtors As of December 31, debtors included: Short term 2013 2012 Clients 66,307,666 33,191,522

Commercial accounts receivable (1) 16,542,076 21,281,616

Shareholder and subsidiary accounts receivable 4,490,659 850,852

Accounts receivable employees and others 299,864 98,233

Down payments, advances and deposits (2) 17,874,636 25,387,315

Pending Claims 5,710 16,422

Tax Advance 9,203,944 10,236,149

Deposits receivable (3) 224,246 -

Withholding on contracts 14,912,354 8,751,891

Income receivable (4) 96,248,609 103,781,734

Other Debtors (5) 46,710,486 180,328,608

Loans to individuals (3) 11,433,159 139,353,740

284,253,409 523,299,263

Less - Provision for doubtful accounts 7,516,875 3,689,554

276,736,534 519’609,709

Long term

Various debtors 7,322,371 14,250,529

Deposits receivable (6) 253,940,518 164,781,843

Accounts Receivable to related parties 104,750 59,927

Loans to individuals (3) 42,766,113 -

Purchase and sale agreement - 4,343,594

Down payments and advances - 45,603

304,133,752 183,481,496

(1) Corresponds to balance due in favor of the Company, for the commercial relationships with the

trusts that manage the stand alone trusts for the concessions that have existing contracts, and offer the rights for reimbursement of payments on their behalf regarding road operations. In addition, this account 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) (3) This item comprises advance payments to suppliers, contractors and guaranteed deposits made by

the consortiums in which Grupo Odinsa S.A. has equity: $10.173.553 (2012 $18.415.915), from Grupo Odinsa S.A. $2.766.852 (2012 $1.951.666).

(4) Corresponds mainly to a loan from Odinsa Holding Inc, to Generadora del Pacifico S.A. in the amount of $12,817,841 and to Bulevar Turistico del Atlantico in the amount of $29,633,383, loan

that was reclassified in 2013 as a long term debt, the decrease compared to 2012 corresponds mainly to the settlement of loans with Autopistas del Oeste for the development of the Viadom project.

(5) Corresponds to pending balances of invoices issued by the companies with regards to construction and operation contracts and loan interests accrued.

(6) This value includes accounts payable from consortiums, comprised of: income receivable, contract withholding, down payments and advances. In year 2013, the concessionaire company Autopista del Café returned venture capital, indexed, it owed to the Shareholders. The risk capital amounted to $78,349,798.

(7) Corresponds to payments made for future capitalizations in Opain S. A. in the amount of $181’905,751 (2012 - $146.597.664), Vías de las Américas S.A.S in the amount of $29,032,663 (2012 - $22.433.380) and Concepción Advisors in the amount of $38,478,795.

Note 6 – Inventories Inventories of construction materials and work in process as of December 31 include: 2013 2012 Odinsa Proyectos e Inversiones S.A. - 819,616 Generadora del Atlantico S.A. 5,483,002 - Generadora del Pacífico S.A. 802,417 2,696,472 Constructora Bogotá Fase III S.A 103,419 111,054 Odinsa servicios S. A. S. 59,409 166,206 Consorcio constructor Nuevo Dorado 1,156,821 1,677,495 Consorcio imhotep 13,534 2,018,766 7,618,602 7,489,609

Note 7 – Property Plant and Equipment - net Property, plant and equipment as of December 31 include:

2013 2012 Rural land 2,596,467 5,059,927 Constructions in progress 133,769,324 272,435,630 Constructions and buildings 24,755,174 6,155,835 Office Equipment 1,899,331 1,800,885 Computer and communications equipment 3,778,144 3,414,410 Mounting machinery and equipment - 57,195,107 Machinery and equipment (1) 391,924,451 343,853,514 Fleet and river and/or ocean equipment 264,953 13,500 Fleet and transportation equipment 5,131,901 4,377,243 Subtotal 500,176,497 653,311,886 Minus - Provision for devaluation 208,456 320,222 Accumulated depreciation 63,734,792 40,676,943 TOTAL 500,176,497 653,311,886

Total depreciation charged to income in the period ending December 31, 2013 and 2012 amounted to $12.124.248 y $6.982.861 respectively. (1)This account includes all equipment purchased for the operation of Odinsa Proyectos e Inversiones for the Invias toll concession, and plant equipment in Panama and Chile, for Generadora del Atlántico S.A. and Generadora del Pacifico S.A., respectively. In addition it includes participation in equipment owned by various consortia. Assets related to subsidiary Generadora del Pacifico S.A., reported as property, plant and equipment in the amount of $6,359,749 are currently pledged to Banco de Chile. Note 8 – Intangibles Intangibles as of December 31 include:

2013 2012 Brands - 2,039 Rights (1) 102,735,382 58,640,904 Goodwill (2) 164,777,345 136,550,441 Licenses - consortiums 41,481 78,013 267,554,208 195,271,397 Minus - Accumulated amortization 906,556 453,270 266,647,652 194,818,127 (1) The amount of trust rights is comprised of: (a) Tuluá Mega project property rights for $16.742.615 (2012 - $15.869.294), Fiducoldex and Proyecto Autopistas del Café trust rights for $1.082.551 (2012 $1.753.626), (b) contributions by shareholders as risk capital and transferred to 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, land was acquired on close Calle 93,for the future office building of Grupo Odinsa S.A.; in order to purchase this building a capital lease was agreed with Bancolombia S.A. for a term of 144 months in the amount of $11,600’000.000. This amount was reclassified in 2013 and charged to plant and equipment as a construction in progress, along with the other investments in the construction of the new administrative site were classified as work in progress. (2) Goodwill corresponds to cost excess over the market Price of the net assets purchased during the capitalization of accounts receivable from Compañía Gena, Maryoram and Sociedad Portuaria de Panamá. 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 31 include: 2013 2012 Current Expenses paid in advance 29,333,838 39,126,642

Concession Contracts deferred charges (1) 786,374,005 681,137,379 Charges for monetary correction 139,348 307,702 Project Research 8,727,782 2,703,926 Deferred income tax 1,108,275 6,780,332 Equity tax 2,707,660 5,407,853 828,390,908 735,463,834 Minus- Long term portion 783,881,876 685,606,750 44,509,032 49,857,084 (1) Corresponds mainly to costs incurred in Concession projects, of some affiliates, which are amortized throughout the duration of the concession. Note 10 – Other Assets Other assets as of December 31 included: 2013 2012 Works of art 11,600 11,600 Club memberships 200,000 200,000 Others 95,107 96,079 306,707 307,679

Note 11- Valuations Valuations as of December 31 included: 2013 2012 Investments 38,400,099 46,425,903 Plant, property and equipment 12,375,612 3,964,357 50,775,711 50,390,260 On December 2013 asset valuations were performed on the following companies: Grupo Odinsa, Odinsa Proyectos e Inversiones y Odinsa Servicios. These valuations were performed by Avalúos y Asesorías Industriales Aval Ltda. Firm based on the basis of their replacement value or depreciation. Note 12 – Financial obligations Financial obligations as of December 31 included: 2013 2012 Bancolombia (1) 134,612,209 138,450,998 BBVA Colombia (1) 43,113,693 21,926,052 BBVA Leasing (2) 6,553,263 7,426,742 Banco Corpbanca - 7,874,108 Banco Aliado - 6,208,873

Banco de Occidente - 3,512,001 Banco de Occidente Leasing 37,682 69,555 Bancolombia Leasing (5) 13,185,535 11,600,000 Davivienda (3 132,530,000 - Banco Bogotá Nassau - 2,121,876 Banco de Bogotá Miami (4) 2,562,950 18,430,152 Bancolombia Miami (4) 29,865,865 64,162,337 BBVA Colombia (4) 17,148,787 Banco de Bogotá 74,059 4,455,940 Fiduciaria Bancolombia - 558 Helm Bank (6) 13,433,267 5,782,309 AV Villas (7) 15,000,000 - Working Capital Loans to Generadora del Atlantico S.A. 6,640,190 50,586,594 Working Capital Loans to Generadora del Pacifico S.A. 32,004,351 34,451,021 Overdrafts Bancolombia 6,474 - Total Financial Obligations 446,761,851 377,065,590 Minus – Long Term Portion 356,897,197 175,131,630 89,864,654 201,933,960 (1) Corresponds to disbursement of future capitalization of Vías de las Américas S.A.S., which will be repaid

payable at maturity, as well as disbursements of contributions for the future capitalization of Opain with a 36 month grace period from the disbursement date.

(2) Corresponds to the leasing contract for the offices located in the Colombian Chamber of Infrastructure Building in Bogotá.

(3) Loan acquired by Autopistas del Café S.A., in the amount of $43,630,000, and by the Autopistas del Café

trust fund, in the amount of $88.900.000

(4) Working Capital Loans obtained by Odinsa Holding Inc., for Generadora del Atlantico S.A. and Generadora del Pacifico.

(5) Corresponds to the disbursement for the construction of the administrative site on Calle 93, completed on

February 2014. The signing of the lease contract is expected on the first quarter of 2014.

(6) Working Capital Loans for Constructora Bogota Fase III S.A.

(7) Working Capital Loans Loan for Grupo Odinsa S.A. The maturity of long term financial obligations is as follows: 2013 2012 2013 - 10,680,562 2014 - 10,680,562 2015 8,880,408 21,837,700 2016 71,571,796 18,940,944 2017 53,530,731

113,491,862

2018 53,530,731 - 2019 53,530,731 -

More than 5 years 115,852,799 - 356,897,197 175,131,630 Note 13 – Suppliers Suppliers as of December 31 included: 2013 2012 Short term suppliers 60,716,020 57,471,394 Long term suppliers 12,166,436 12,074,671 72,882,456 69,546,065 Note 14 – Accounts payable

Accounts payable as of December 31 included:

2013 2012 Short term Current commercial accounts 134,173 1,693,951 Accounts payable to contractors 14,918,519 10,543,327 Accounts payable to contractors 14,918,519 10,543,327 Accounts payable to related parties 1,286,955 55,952 Dividends payable 935 40,353 Costs and expenses payable 8,712,247 24,763,481 Installments payable 37,260 60,610 Payroll withholdings and contributions 384,739 47,379 Tax withholdings 7,757,649 475,747 Other creditors 7,681,684 15,139,737 40,914,161 52,820,537 Long term Accounts payable to related companies (1) 125,552,269 188,415,465 Costs and expenses payable 2,101,777 4,439,696 Taxes, levies and charges - 2,707,661 127,654,046 195,562,822

(1) Corresponds to accounts payable to related companies for construction contracts, equity contributions thus: Generadora del Atlántico S. A. $88,188,543 (2012 $81.456.623), Generadora del Pacífico $18,622,001 (2012 $18.753.786) y Autopistas del Café S. A. $18,741,725 (2012 $4.304.464).

During 2013 Autopistas del Café S. A. indexed and cancelled most of the equity debt it had with shareholders for $ 78,349,798. Note 15 - Taxes, liens and charges Taxes, liens and charges as of December 31 included: 2013 2012 Income tax and related taxes 22,588,077 8,706,401 Income tax for CREE equity 8,354,495 - Tax on sales payable 535,267 927,664

Industry and commerce tax 5,218,984 125,355 Equity tax 4,542,180 5,407,853 Consortium tax payable 1,566,812 4,267,761 Total 42,805,815 19,435,034 Income Tax and Related Occasional Gains Tax The current tax provisions applicable to the Head Office stipulate that: a) As of January 1, 2013 taxable income in Colombia is taxed at the rate of 25% by way of income tax and

supplementary, except for those taxpayers for whom, by a special provision, handle special rates. b) The basis for determining the income tax cannot be less than 3 % of its net worth, on the last day of the

immediately preceding fiscal year. c) From the tax year 2007, the system of adjustments for inflation was eliminated for tax purposes, and the

capital gains tax on occasional gains for legal persons on the total occasional taxable gains obtained by taxpayers during the year was reactivated. The only applicable fee on occasional taxable gains up to the year 2012 is 33%. Article 109 of Law 1607 of December 2012 established the new tax rate for occasional gains for companies to be 10%, starting in the 2013 tax year.

d) From the tax year 2007, and only for tax purposes, taxpayers may annually adjust the cost of the movable and immovable assets which 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.

e) Until the 2010 tax year, and for those taxpayers that had a signed legal stability contract up to December 31, 2012, the special deduction for actual investments made in real productive fixed assets, amounting to 30% of the value of the investment is applicable and its use does not generate taxed income to partners or shareholders. Taxpayers who have acquired fixed depreciable assets as of January 1, 2007 and use the deduction here stated, may only depreciate said assets using the straight-line system, and will not be entitled to the benefit of an audit, even if they satisfy the budgets set out in the tax rules for its access. Regarding the deduction taken in previous years, if the property which is the subject of said benefit is no longer used in an income-producing activity, is disposed of, or is withdrawn before the end of its useful life, an income for recovery must be incorporated proportional to the remaining useful life at the time of abandonment or sale. Law 1607 of 2012 repealed the norm that allowed the signing of contracts of legal stability, effective from the fiscal year 2013.

f) As of December 31, 2013, the Company has neither balances for tax losses nor excesses for presumptive income to offset ordinary income.

g) As of fiscal year 2013, new concepts for capital gains are incorporated, additional to those already established up to December 31, 2012.

Tax rules 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 earnings of subsidiaries in the Republic of Panama, are subject to a 10% dividend tax at the time of distribution.

Law 8 of March 15, 2010, amended Article 699 of the Tax Code, 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% from year 2011 and onward.. 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). 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 the Head Office. 2013 2012

Profit before income tax provision 113,343,756 157,533,470 Plus- Taxes and other non-deductible expenses Nondeductible taxes 859,851 3,455,323 Nondeductible expenses 4,550,425 6,957,107 Other taxable income 41,837,938 65,409,652 Minus – Nontaxable income

Revenues for equity method 68,967,151 94,459,755 Exempt revenues - 82,293,602 Provision Reimbursement 3,056,666 3,442,809

Ordinary net income 88,568,153 53,159,386

Presuntive Income 8,447,009 4,008,316 Ordinary net income 88,568,153 53,159,386 Tax rate 25% 33% Tax provision for income tax 22.142,038 17,542,597

Conciliation between accounting and fiscal equity for the Head Office Following is the conciliation between the accounting and fiscal equity for the years ending in December 31:

2013 2012 Accounting Equity 729,543,381 662,653,876 Plus (minus) - Items that increase (decrease) equity:

Non deducible provisions 29,246,502 4,738,975 Impuesto diferido pasivo 591,285 - Surplus due to Asset valuation and investments (29,602,163) (31,369,591)

Equity Method (68,968,151) (94,459,755) Tax adjustment for Investments (235,637,548) 180,189,671 Deferred tax asset (1,066,583) -

Fiscal equity 424,106,723 361,373,834

The income statement of the taxable years 2013 and 2012 are subject to acceptance and review by the tax authorities. The company´s management and it legal advisors deem the amounts recorded as liabilities for taxes payable are sufficient to meet any claim that could arise for the year 2013. Tax returns for tax and complementary taxes for years 2012 and 2011 are open to review by the tax authorities.

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 complementary pay to benefit workers, employment generation, and social investment. Non-profit entities, individuals, and companies declared as free trade zones (zonas libres) 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 net worth on

the last day of the tax year immediately preceding. (Net worth that is base for presumptive income)

c) The income tax for equity "CREE”, for the years 2013, 2014 and 2015 shall have a rate of 9% and from tax year 2016, the rate for this tax will be 8%.

d) As indicated in Law 1607 of December 2012, Article 25, effective July 1, 2013, and exemption of payroll

taxes for SENA (national trainee services) and ICBF (national familiar welfare institution) will apply for CREE taxpayers, both legal entities and similar payers of income tax, for employees who earn individually 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.

e) The taxable base of the income tax for equality CREE will be established by subtracting from gross

income that may increase the assets realized during the fiscal year: refunds, rebates, and discounts; and from the figure obtained subtract that which applies to exempt income established in the Colombian Tax Code. Therefore from the net 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.

Below is reconciliation between profit before income tax for equity -CREE and taxable income for the years ending December 31:

Profit before the provision for income tax for equality 113,343,756 Plus – Taxes and other non-deductible expenses

Non-deductible taxes by industry and commerce 859,851 Other on-deductible expenses 4,550,425

Other taxed income 41,837,938 Minus – Items that decrease income tax

Reinstatement of provisions 3,056,666 Income thru the equity method 68,967,151

Liquid income (loss) 88,568,153 Presumptive income 8,447,009 Taxable liquid income 88,568,153 Tax rate 9%

Provision for income tax for equity 7,971,134

Composition of expenditures and liabilities (credit balance) of income tax and supplementary for occasional taxable gains and income tax for equality CREE as of December 31:

2013 2012 Provision for current income tax 22,142,038 17,542,597 Provision for current CREE tax 7,791,134 - Adjustment for income provision 2012 (1,518,664) - Charges (credits) to profits and losses for deferred income tax 1,833,241 (2,182,724) Charge to profits and losses for deferred tax debit CREE (125,814) . Provision for income tax and CREE 30,301,935 15,359,873 The balance payable (in favor) of income tax and supplementary for occasional taxable gains and income tax for equality CREE as of December 31 was determined as follows:

2013 2012 Provision for current income tax and occasional gains tax 22,142,038 17,542,597 Provision for current CREE tax 7,791,134 - Minus- Withholding for income 15,684,220 7,354,737 Self- retention CREE 1,480,614 - Income tax advance 2,115,259 2,262,700 Positive credit balance for income and CREE 10,833,079 7.925,160

Expenses for income and CREE tax for the years ending December 31 consisted of:

2013 2012 Organización de Ingeniería Internacional - Grupo Odinsa S. A.

31,820,598 10,762,265

Odinsa Servicios S. A. S. 117,367 257,531

Odinsa Proyectos e Inversiones S. A. 7,475,794 6,322,399

Autopistas de los Llanos S. A. 22,931,679 20,260,704

Autipista del Café 6,082,769 -

Gena 3,303,354 -

Constructora Bogotá Fase III - Confase S.A. - 81,663

Others 219,876 -

Income tax provision for consolidated companies 71,951,438 37,684,562

Equity Tax Applicable to the Holding Company Law 1370 of 2009 established the equity tax, a net worth tax, for year 2011, charged to income taxpayers. Therefore, taxpayers with a net worth of over $5,000 Million must pay a fee of 4.8% and for a net worth between $3,000 Million and $5,000 Million a fee of 2.4%. Through Emergency Decree Number 4825 of December 2010, a new range of tax payers was included subject to this tax, establishing a rate of 1% for net worth between $1,000 Million and $2,000 Million and of 1.4% for net worth between $2,000 Million and $3,000 Million. The aforementioned decree established a 25% surcharge on this tax, which applies only to taxpayers subject to equity tax, according to Law 1370 of 2009. Temporary Paragraph - Taxpayers may allocate annually against the equity revaluation account, the value of the installments payable in the respective fiscal period of the equity tax under Law 1370 of 2009. When the equity revaluation account does not register a credit balance or it is not sufficient to allocate the tax on equity, taxpayers may constitute annually in the profit and loss accounts the value of the installments due in the respective period. The Company recorded in 2013 two-thirds of the equity tax installments for $2,703,927 equal to 25% of the total tax charged to the revaluation of assets. As of December 31, 2013 these two installments had been paid. Note 16 – Labor liabilities Labor liabilities as of December 31 included: 2013 2012 Wages payable 14,906 11,824 Consolidated severance fund 1,979,594 1,937,693 Interests on severance fund 228,490 228,748 Performance bonus 1,704,237 73,240 Services Incentive 61,603 - Consolidated holidays 1,886,100 1,288,236 Benefits - consortiums 12,168 261,169 5,887,098 3,800,910 Note 17- Estimated Liabilities and Provisions Estimated liabilities and provisions as of December 31 included: 2013 2012 For costs and expenses (1) 14,120,102 102,063 For labor liabilities 472,073 836,392

For tax obligations 3,123,531 21,362,824 Other provisions 961,547 2’776,723 18,677,253 25,078,002 Minus – Long term portion 472,073 351,994 18,205,180 24,726,008 (1) In 2013 it includes cost provision for level of advancement in the operation of Consorcio Constructor

Nuevo Dorado in the amount of $9,703,407. Note 18 - Deferred Liabilities During 2013, $3,462,415 (2012 $6,304,810) were recorded corresponding to advance payments received for the execution of major maintenance contracts 2013 2012 Short term Advanced income received (1) 3,462,416 6,304,810 3,462,416 6,304,810 Long Term Advanced income received (2) 677,193,242 720,198,436 Credit for deferred price level adjustments 157,306 347,357

Deferred income tax 8’296,442 10’912,476 685,646,990 731,458,269 (1) Correspond mainly to advance income received for the execution of major maintenance contracts. (2) Correspond mainly to advance income received and recorded in the Autopistas del Café trust fund as the

guaranteed minimum toll collection income for years 2005, 2006, 2007 and future budget payments. The amortization period is of 216 months.

Note 19 – Other liabilities

Other liabilities as of December 21 included: 2013 2012 Short term Down payments and advances received (1) 37,280,479 8,200,267 Contract guarantee deposit (2) 15,169,211 10’177,610 Third party revenues received 930,657 - Others 212,263 114,278 Total short term 53,592,610 18,492,155 Long term

Down payments and advances received (1) 21,417,379 148,706 Contract guarantee deposit (2) 3,301,473 27’655,277 Third party contract withholdings (2) 4,647,223 5’089,233 Other liabilities - 2,135,786 29,366,075 35’029,002

(1) During 2013, the balance corresponds mainly to advances received pending legalization in the following projects: Real estate Megaproyecto Tulúa (Fonvivienda) $7,500,000, Vías de las Américas $7,750,000, Santa Marta Paraguachón $2,490,911 and consortiums for $7,093,964. Additionally, this value includes profit advance in the Concesión Autopistas del Café for $25,054,108 and $8,573,245 corresponding to the excess obtained in the minimum guaranteed income in Autopista del Café concession. (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 S.A. and its affiliates. Note 20 – Bonds and Commercial Papers

In order to obtain funds for working capital, on the 18 th 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 52’500,000 Total placed 79’000,000 Interests accrued during 2013 $9.228,551 Interests accrued during 2012 $9,665,346

Note 21 – Minority Interest Represents the portion of the equity and results of the subsidiary companies that are not owned by the parent company 2013 2012 Autopista de los Llanos S. A. 37,171,465 39,358,567 Odinsa Servicios Ltda. - 326,624

Odinsa Proyectos e Inversiones S. A. 300,956 322,699 Autopistas del Café S. A. 31,406,796 66,375,004 Quadrat Group Inc. - (4,209,909) Constructora Bogota Fase III - Confase S.A. (5,072,821) 402,846

Generadora del PacÍfi co S.A. 6,584,770 9,326,041

Autopistas del Oeste S.A. (3,487) (87,998)

Generadora del Atlántico S. A. 89,485,178 60,838,692

159,872,857 172,652,566

Note 22 – Parent Company Shareholder’s equity 2013 2012 Paid-in Capital Authorized - 180,000,000 common shares with a par value of $100

18,000,000 18,000,000

Unsubsribed Capital (219,490) (1,066,774)

Subscribed and paid - 2013 (177,805,096 shares) 17,780,510 16,933,226

Distribution of profits The General Shareholders Assembly, at its meeting of March 18, 2013, approved the following profit distribution project: Legal reserve of 10%, equivalent to $14,217,358; Income available to the General Assembly of $127,956,238; Cash dividends, of $220 pesos per share were distributed, paid in two installments (April 16 and June 18, 2013), for a total amount of $37,255,040; ordinary dividends in shares at a rate of $330 pesos per share, paid on April 16, 2013, for a total value of $55,031,045; and reserve for future investments of $35,670,154. The General Assembly of Shareholders at its meeting on March 27, 2012 approved the profit distribution as follows: Legal reserve of 10% equivalent to $13,021,877; Income available to the General Assembly $117,196,893; cash dividends of $ 210 pesos per share were distributed, paid in two installments as follows: April 13 and June 13, 2012, for a total amount of $ 32,436,698; ordinary dividends in shares of $315 pesos per share paid on April 13, 2012, for a total amount of $50,856,117; and reserve for future investments of $32,436,698. Additional paid in capital Corresponds to the amount paid in excess of nominal value. Capital Surplus Equity Participation Method Corresponds to increases or decreases in the equity of affiliates, which originate from equity accounts other than results, but that increase or decrease the value of the investment registered at the controlling entity. Legal Reserve Colombian law requires the Company to reserve each year 10% of its profits after tax, until completing at least 50% of Subscribed Capital. The law prohibits the distribution of this reserve during the existence of the Company, but these may be used to absorb losses. Equity Revaluation Equity revaluation reflects the effect on equity produced by the loss of the currency’s purchasing power. Its balance can only be distributed as profit when an entity is dissolved. In the years 2013 and 2012 this amount decreased by $2,703,926 respectively, due to the imputation of the payment in two installments of the equity tax according to Decree 1370 of 2009 and 1430 of 2010. The amount to be paid for next years’ tax is $2,703,927, distributed like this: $2,163,141 for the ordinary tax and $540,786 for surcharge.

Based on Decree 4918 dated December 26, 2007, as of that same year, the difference in exchange rate of the investments in affiliates abroad will be accounted and recorded in the parent company’s equity account as “equity method surplus”.

Note 23 – Off balance sheet items Off-balance sheet items as of December 31 included: 2013 2012 Debtors Contingent Rights Debtors Litigations And/Or Lawsuits 73,225,984 34,422 Contingent Debtors Goods and Rights Pledged as Guarantees 3,893,823 - Tax Debits 440,306,823 543,206 Excess Presumptive Income 79,483 - Control Debtors 78,840 - Asset Write-Offs 216,749 907,544 Adjustment for Asset Inflation – Investments 58,311,779 591,080 Goods Received as Capital Lease 8,158,845 20,862,978 Depreciated Property, Plant and Equipment 2,514,900 4,026,365 Capitalization for Revaluation of Equity - 2,169,785 Pending Construction Contracts 632,610,327 696’812,578 Available Line of Credit 717,154,334 Total Debits 1,936,551,588 725,947,958 Creditors Contingent Responsibilities Joint Accounts 11,702,189 13’336,873 Lawsuits and Litigations 87,014,255 7,120,357 Guarantee on Loans 136,812,026 142’051,114 Goods and Titles Received - 15,775 Fiscal Creditors 5,791,288 129,140 Difference Between Accounting and Tax Equity 314,990,317 - Difference Between Accounting and Tax Profit 29,689,251 - Non Deductible Accounting Provisions 38,447,183 - Control Creditors - 658,289,061 Financial Lease Contracts - 305,214 Adjustments for equity inflation 83,236,687 17,719,747 Delivered guarantees 2,562,950 - Pending construction contracts (1) 257,745,894 -

Total Creditors 967,992,040 838’967,282 Total 2,904,543,628 1,564’915,240 (1) Corresponds to pending contracts in the following projects: Santa Marta Paraguachón, Autopistas del

Café, S.A., Autopistas de los Llanos S.A. y Constructora Bogotá Fase III - Confase.

Note 24 – Operating Income Operating income as of December 31 included: 2013 2012 Electrical supply 272,889,292 34,045,083 Services, cooperation contracts 15,170,644 15,344,319 Construction 252,029,021 351,614,786 Design 212,229 - Maintenance - 405,600 Fees - - 1,648,505 Equipment renting 991,291 - Equipment Supply 318,763 - Equipment renting 991,291 - Interests 27,937 88,096 Tolls 332,137,266 00,420,642 Other operations - 3,460,671 Return on sales - (2,690,252) Total Operating Income 873,978,274 704,344,450

Note 25 – Operating expenses

Operating expenses as of December 31 included:

2013 2012 Personnel expenses 31,721,696 20,100,045 Fees 33,357,932 26,650,024 Taxes 15,732,145 17,773, 047 Lessees 2,082,660 1,865,006 Contributions and affiliations 561,152 259,080 Insurance 5,223,111 3,168,195 Services 5,870,748 5,675,432 Legal expenses 508,662 133,470 Maintenance 13,692,199 11,587,196 Diverse 22,704,629 71,391,314 Adjustments and installations 467,330 319,865 Travel expenses 2,495,234 2,231,592 Depreciation 12,124,248 4,526,547 Amortization 129,882,528 24,849,229 Provisions (1) 8,836,430 2,983,818 Total 285,260,704 193,513,860 (1) For 2013, the Company included provisions for difficult to recover debt corresponding to Constructora Bogotá Fase III - Confase S.A. amounting $3,544,572; provision for other debtors in the Autopistas de los Llanos Project 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. Note 26 – Non-Operating income

Non-operating income as of December 31 included:

2013 2012 Other sales 343,502 139,184 Financial (1) 49,950,669 45,005,911 Leases (2) 2,227,505 2,222,057 Costs and expenses recovery (3) 14,448,843 46,730,602 Dividends and participations (4) 46,966,546 22,466,661 Commissions 18,246 - Services 32,533 614,399 Profits on investments - Grupo Odinsa 2,034 7,447

Profit on sale of other assets 16,000 -

Profits on sale of property, plant and equipment 32,637 Previous year revenues (5) 45,850,903 88,310 Indemnities received 524,130 290,800 Financial statements exchange rate difference 1,909,527 - Others 19,437,782 38,624,300 181,760,857 156,189,671

(1) On December 2013, during the Shareholders Assembly and the Administration Council, of the Concesión

Autopistas del Café and the Consorcio Constructor AKF decided to adjust for inflation debt they had with shareholders. As a result the AKF Concession recognized the resulting interests to Grupo Odinsa as follows: $16,348,965 for direct obligations of AKF with Grupo Odinsa, and $3,429,255 for the adjustment of the debts Grupo Odinsa acquired from Mincivil and Topco. Likewise, the Grupo Constructor AKF gave Grupo Odinsa adjustments interests as follows: $10,698,237 for the direct debts with Grupo Odinsa, and $3,142,821 for the debts Grupo Odinsa acquired from Mincivil and Topco; these amounts were eliminated in the consolidation process. The difference corresponds to the income resulting from the exchange rate difference $2,343,569, commercial discounts $117,787 and interests to banks $323,745. Odinsa Holding reports interests amounting to $14,276,839, Generadora del Pacífico S. A. amounting to $1,536,456, and Generadora del Atlántico S. A. amounting to $2,356,268, Autopistas del Café S. A. amounting to $9,102,809, Autopistas de los Llanos S. A. $3,869,966, and Odinsa Proyectos e Inversiones in the amount of $4,011,448.

(2) This item includes the amount of $1,424,219 (2012 - $ 1,214,142) for the lease of the offices in the

Cámara Colombiana de Infraestructura de Bogotá to Unidad Nacional de Protección; $80,815 (2012 - $55,502) for rental of vehicles to Consorcio Constructor Nuevo Dorado; and $298,383 (2012 - $230.467) for rental of machinery and equipment to different Consortia.

(3) This revenue is mainly generated by: $4,575,329 for provision reimbursement and $2,390,372 for

reimbursement of other costs and expenses in the Constructor Nuevo Dorado, Constructor Autopistas del Café Consortiums, and in Odinsa. Additionally, Constructora Bogotá Fase III - Confase S.A. presents cost recovery in the amount of $4,632,412, and Autopista del Café recoveries amounting to $1,881,681.

(4) During 2013, dividends were received from Hatovial S.A.S.in the amount of $5,329,206 (2012 - $8.350.711); from Sociedad Concesionaria Operadora Aeroportuaria S. A. - OPAIN S.A. – Dividends were capitalized in the amount of $4,343,594 (2012 - $2.234.759); Aerotocumen S. A. (Panamá) in the amount of $240,854. During 2012, dividends were received from Concesión Santa Marta Riohacha Paraguachón S. A. amounting $10,597,396. Additionally, during 2013, Odinsa Holding Inc. received USD$17,400,070. For the sale of the Viadom Project in the Dominica Republic.

(5) During 2013, Odinsa Holding Inc., recognized a provision recovery for the investment in the Generadora

del Atlántico S. A. amounting to USD$17,077,470. Note 27 – Non-operating expenses Non-operating expenses as of December 31, included: 2013 2012 Financial (1) 96,128,989 59,004,410 Loss on Sale and Removal of Goods 597,805 5,464,886 Assumed Taxes 7,165 - Previous Year Costs and Expenses 3,864,774 12,438,564 Donations 3,122 - Fines, Penalties, Lawsuits (2) 2,201,445 - Severance 1,466 - Extraordinary Expenses 2,754,463 - Others 13,398,972 6,578,653 118,958,201 83,486,513

(1) Financial expenses are represented by: Interest on financial obligations amounting to $45,266,788 (2012 -

$20,501,729); taxes on financial operations from consortia and the parent company in the amount of $922,799 (2012 - $1,447,873, commissions and bank charges, for $1,408,368 (2012 - $1,387,576), $4,765,091 (2012 - $6,619,013) for the difference in the exchange of assets and liabilities in foreign currency, and others for $2,624,547 corresponding to the adjustment in equity for Autopistas del Café project, maintained by Construcciones El Condor, Constructora TAO, CONCAY and Aguirre Monroy. In addition, the affiliated companies reported expenses as follows: Autopistas del Café S. A. $23,764,761, Constructora Bogotá Fase III - Confase S.A. $1,111,557, Generadora del Atlántico S. A. $9,744,211, Generadora del Pacífico S. A. $3,533,822, Odinsa Holding Inc. $3,025,672.

(2) Corresponds mainly to the recording of capital, interests and sanctions in the amount of $1,966,054,

associated with the payment of local industry and commerce taxes in the different municipalities in which Grupo Odinsa S.A. operated from 2009 to 2013.

Note 28 – Contingencies Executive proceedings by Carlos Gaviria y Asociados S.A., under Reorganization, against - Organización de Ingeniería Internacional S.A – Grupo Odinsa. This proceeding is currently underway in Backlog Civil Court No. 1 of Bogotá.

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, to Grupo Odinsa S.A., in its capacity as subcontractor. 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: A first instance ruling ordered that the execution proceed and the exception made by Odinsa Group SA, regarding the non-breach of contract by the subcontractor as well as the repayment of the advance were refused. On November 7, 2013 Grupo Odinsa S.A. filed an appeal against the first instance ruling, On December 2, 2013 the appeal was granted and the process was referred to the Superior Court of Bogota. The process continues its course. The following step is that the Court rule on the appeal. Third party claim against Consorcio Grupo Constructor Autopistas del Café as part of the direct reparation of damages for 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 alleged 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: On October 11, 2013, closing arguments were filed. The next step is to wait for the Court’s first instance ruling. 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 (higher estimated amount 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 alleged 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. Current Status: The process is currently in its evidentiary phase. The Universidad Antonio Nariño objected serious fault to the expert opinion submitted by the environmental engineer José Abad Peña Giraldo. At the time, the objection made by the University was opposed. The next step is to complete the evidentiary phase, present closing arguments and wait for a first instance ruling. Arbitral 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 (USD $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 when it did not adequately supply the corresponding equipment and services in order to comply with terms and guarantees of operation. 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. Current status: The due process hearing was held before the court in Houston, which occurred in two stages, the first from September 10th to the 17th and the second from December18th to the 20th of 2013. At that hearing experts and witnesses summoned to appear by the parties were questioned and cross-examined. The arbitration tribunal ordered February 28, 2014 as the date for filing closing arguments. Subsequently, the parties will be given the opportunity to submit the reply to the allegations, said date is not yet set. The Secretary of the International Court of Arbitration of the International Chamber of Commerce - ICC, issued a procedural order indicating that deadline for determining the award of the arbitral process is April 30, 2014. 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, the company known as 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) as mentioned in section 2.1 of the Contingency Report. Current Status: On January 13, 2014 the Superintendency 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 Carlos Gaviria y Asociados S.A. company, thus completing the liquidation process for the awarding of the assets that comprise the assets of the Company. It also ordered the case closed. The legal department of the Odinsa Group is studying the feasibility of initiating any further action to recover the remainder of the money. G4 Claim regarding the AKF project In relation to this claim presented by Mincivil, Concay and Constructora TAO, the companies withdrew their claim. Concay has not yet made any declarations, however Odinsa Group argues that this claim is inadmissible. To date there is no evidence to alter the position of the company regarding this matter. Arbitral proceedings, 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 arbitral 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 (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 contract, intentional deceit on the consent of the contract and misrepresentation. Award: On April 15, 2013 the Court of Arbitration handed down the award regarding the process initiated by PES against GENA, before the Center for Conciliation and Arbitration of Panama (CECAP) based in Panama. 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 parts had the intention of making the Project work. • No causal link was established between the actions by PES and the damages incurred by GENA regarding the counterclaim.

• The Court ordered GENA to pay any outstanding invoices included in its Financial Statements. Current Status: On May 27, 2013 GENA presented an Appeal for Annulment before the Fourth Chamber of the Supreme Court. The Appeal was admitted by the Fourth Chamber´s reporting judge; that is, it complied with the requirements for information. The appeal was transferred for reply / opposition to Proenergy. Proenergy responded and opposed the annulment by means of a letter dated July 18, 2013. The next step is for the Chamber to decide on the evidence adduced and submitted, its admission or no-admission, and a date set for their implementation (requested in the claim by GENA demand and the response by PES).

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