NOTICE OF RELATED-PARTY TRANSACTION
ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A.
Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF): 04.149.454/0001-80
Company Registry (NIRE): 35.300.181.948
ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A. (the "Company"), in accordance with CVM Instruction 480 of December 7, 2009, as amended, hereby announces to its shareholders and the market the following transaction between related parties:
Name of Related Parties and | - CONCESSIONÁRIA ECOVIAS DO ARAGUAIA S.A. ("Ecovias |
Relations with Company | do Araguaia" or "Principal") , indirect subsidiary of the |
Company: | |
- CONTRACTOR ("Contractor") ITINERA CONSTRUÇÕES | |
LTDA., indirect subsidiary of ASTM S.p.A. ("ASTM"), indirect | |
majority shareholder of the Company, with 51.2% interest and | |
CRASA INFRAESTRUTURA S.A., direct subsidiary of PRIMAV | |
CONSTRUÇÕES E COMÉRCIO S/A, indirect minority | |
shareholder of the Company, with 15.1% interest. | |
The Contractor will establish a special purpose vehicle - SPV | |
to assume all the rights and obligations of the Agreement. | |
Object of the Agreement | The purpose of the Construction Services Agreement |
("Agreement") is the execution of conservation, maintenance, | |
improvement and expansion works of highway BR- | |
153/414/080/TO/GO, in the stretch of BR -153/TO/GO with | |
624.1 km between the junction with TO -070 (Aliança do | |
Tocantins) and the junction with BR - 060 (Anápolis); of the | |
stretch of BR- 414/GO of 139.6 km between the junction with | |
BR- 080/GO-230(A)/324 (Assunção de Goiás) and the junction | |
with BR- 153/GO-222/330 (Anápolis); of the stretch of BR - | |
080/GO of 87 km between the junction with BR - 414/GO- 230(B) | |
(Assunção de Goiás) and the junction with BR - 153(A)/GO- | |
342(B). | |
Main Terms and Conditions | Duration: 35 years and 3 months from the date of signing of |
the Agreement (October 18, 2021), with the service provision | |
starting on the date of execution of the Agreement. | |
The Agreement will be assessed every five years by the | |
Principal and the Company via the committees and board of | |
directors envisaged in their governance structure. If no | |
approval is given, the Principal may terminate the Agreement | |
by providing an advance notice of sixty (60) days . | |
Construction delivery deadlines Package 1 (pavement | |
recovery and maintenance services; improvement and | |
expansion services, from year 3 to 10); Package 2 (pavement | |
maintenance; improvement and expansion services, from year | |
19 to 25); Package 3 (initial pavement works; establishment of | |
toll plazas, operational bases and rest areas, from year 1 to | |
2); Package 4 (pavement maintenance services, from year 11 | |
to 18); Package 5 (pavement maintenance services, from year | |
26 to 35) (jointly, the "Packages"). | |
Total Agreement Value: R$3,786,882,747.38 (equivalent to | |
49.2% of total estimated investments during the 35 years of | |
the Concession Agreement of Ecovias do Araguaia), covering |
all materials inherent to the full performance of the Agreement, | |||||
costs and expenses, all taxes and tax-related contributions, as | |||||
well as any expenses with transportation, meals or lodging of | |||||
personnel. Said amount will be adjusted on February 1, 2022 , | |||||
based on the accumulated index since the baseline date of the | |||||
proposal (February 1, 2021) based on DNIT indicators and | |||||
INCC inflation index during the period. After this renegotiation, | |||||
prices will be adjusted every 12 months based on the DNIT | |||||
indicators and INCC inflation index during the period. | |||||
The amounts payable will be calculated upon execution | |||||
completion of each Package. | |||||
Reasons why | the | Company's | The Management believes the transaction was made at an | ||
management | considers | the | arm's length basis because: (i) of compliance with the rules | ||
transaction was made at an | established in the Policy on Related - Party Transactions, | ||||
arm's length basis or establishes | available on the Company's website; (ii) the conditions of the | ||||
adequate compensation | agreement are aligned with market practices, which has been | ||||
confirmed by an analysis carried out by an independent | |||||
consulting firm engaged by the Company for the tender of the | |||||
works (e.g., general clauses typically adopted in agreements | |||||
signed by the Company for this type of contract and type of | |||||
obligations) . | |||||
Information | on | possible | The Company declares that the Agreement was presented to | ||
participation by the counterparty, | and approved by the independent directors of the Company | ||||
its partners or managers in the | and by the directors of Ecovias do Araguaia, including | ||||
Company's | decision -making | representatives of GLP X Participações S.A. (in direct | |||
process | regarding | the | shareholder of Ecovias do Araguaia with 35% equity interest | ||
transaction | or | in | negotiations | through Holding do Araguaia S.A. ). Additionally, according to | |
relating to the transaction as | the corporate governance procedures established between | ||||
representatives of the Company, | Ecorodovias Concessões e Serviços S.A. and GLP X | ||||
describing such participation | Participações S.A. , the Related Parties Committee of Holding | ||||
do Araguaia S.A. will monitor the execution of the Agreement. | |||||
São Paulo, October 22, 2021.
Marcello Guidotti
Chief Financial and Investor Relations Officer
55 (11) 3787 2667
invest@ecorodovias .com .br https://ri.ecorodovias.com .br/
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EcoRodovias Infraestrutura e Logística SA published this content on 22 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 October 2021 01:53:00 UTC.