Ecorodovias Infraestrutura e Logistica S A : Notice on Related-Party Transactions - EcoRioMinas

NOTICE ON RELATED-PARTY TRANSACTIONS

ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A.

Publicly Held Company

Corporate Taxpayer (CNPJ/MF) ID 04.149.454/0001-80

Company Registry (NIRE): 35.300.181.948

ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A. ("Company"), in accordance with CVM Resolution 80, hereby announces to its shareholders and the market the following transaction between related parties:

Name of related parties and	-	EcoRioMinas	Concessionária	de	Rodovias	S.A.
relations with company	("EcoRioMinas"	or	"Principal"): Indirect	Subsidiary	of the
	Company;
	- SPE ICCR Rio Minas S.A. ("Contractor"), in which Itinera
	Construções Ltda. (" Itinera") holds a 50.1% interest in the
	capital stock	and	Crasa Infraestrutura S.A. ("Crasa
	Infraestrutura") holds a 49.9% interest in capital stock;
	Itinera is indirectly controlled by ASTM, which is the indirect
	controlling shareholder of the Company, with 51.9% interest in
	the capital stock of the Company;
	Crasa Infraestrutura is indirectly controlled by Cesar Beltrão de
	Almeida, Denise Beltrão de Almeida Cassou, Marcelo Beltrão de
	Almeida, Maria Fernanda Beltrão de Almeida (" Cesar", "Denise",
	"Marcelo" and " Maria Fernanda," jointly referred to as "Non-
	controlling Shareholders"). Non-controlling Shareholders jointly
	hold 16.2% of direct and indirect interest in the Company's
	capital stock;
	Principal and Contractor will be referred to jointly as " Parties".
Object of the Agreement	The	purpose	of	the Construction		Service Agreement
	("Agreement") is the execution of public service concession
	works regarding expansion, operation, maintenance and
	investments required to operate the highway system RIO -
	VALADARES, in the stretches described below:
	• BR-116/RJ Highway - Stretch between the junction with BR-
	101/RJ (Trevo das Margaridas), in the city of Rio de Janeiro
	(RJ), and the junction with BR-465, in Seropédica (RJ);
	• BR-116/RJ Highway - Stretch between the junction with BR-
	393, in the district of Jamapará (RJ), and the junction with BR-
	040(A)/493(B)/RJ -109, in Duque de Caxias (RJ);
	• BR- 116/MG Highway - Stretch between the junction with BR-
	381/451, in Governador Valadares (MG), and the Minas
	Gerais/Rio de Janeiro border;
	• BR-493/RJ Highway - Stretch between the junction with BR-
	101 (Manilha), in Itaboraí (RJ), and the junction with BR- 116
	(Santa Guilhermina), in Magé (RJ);
	• BR-493/RJ Highway - Stretch between the junction with BR-
	040/116(B), in Duque de Caxias (RJ) and Porto de Itaguaí (RJ);
	and
	• BR-465/RJ Highway - Stretch between the junction with BR-
	116/RJ and
	the junction with BR-101/RJ .

	Main works include 283 km of widening (93% of the widening
	works of the Concessionaire), 255 km of additional lanes (100%
	of the additional lanes), 68 km of frontage roads (80% of
	frontage roads), accesses to Linha Vermelha and Avenida
	Brasil, in addition to grade-separated intersections, turnarounds
	and roundabouts .
Main Terms and Conditions	Duration: 7 years from the signing date on March 8, 2024.
	Construction delivery deadlines: 6 years from the first service
	order estimated for May 2, 2024.
	Total agreement value:	five billion, two hundred ninety- eight
	million, eight hundred twenty-one thousand, three hundred
	eighty-four	reais	and	fifty-seven	centavos
	(R$5,298,821,384.57), reference date on March 1, 2022. Unit
	prices will be adjusted every 12 months by the DNIT/FGV
	adjustment indices.

The Agreement has a clause for sharing the risks and opportunities of the works under the following terms: (i) amounts saved in the execution of the works will be shared equally between the Principal and Contractor; (ii) if there is an increase of up to 10% in relation to the amount for executing the works for reasons not attributable to the Contractor, the Principal will be obligated to pay only 50% of the price increase to the Contractor; and (iii) if the increase is higher than 10% in relation of the amount for executing the works for reasons not attributable to the Contractor, then the provision in item "ii" will apply for the excess up to 10% and, for the amount exceeding 10%, the Principal will pay only the unit prices demonstrably executed by Contractor, net of profit.

The Agreement has a Commission to Deal with Divergences and

Prevent Disputes (" Commission").

The Commission will be created and fully operational within two months, starting the signature of the Agreement.

The duties of the Commission are: (a) monitoring the execution of the Agreement; (b) analyzing possible technical and/or economic-financial or other divergences that may arise between the Parties and that may result in material amendments to contractual terms and conditions; (c) giving decisions and recommendations about the matters object of divergences; and

1. providing subsidies to support the Parties to solve divergences through consensual solutions, preventing disputes .

The Commission will be composed of: (a) two members selected in mutual agreement by the Parties; and (b) one member selected in mutual agreement by the members selected by the Parties, who will be the Chairperson. The three members of the Commission will be external to the Parties and will be independent and neutral.

An external legal consulting firm, selected in mutual agreement by the Parties, will provide support to the Commission, with the duties of: (a) acting as secretary of the Commission's meetings;

1. preparing minutes and documents; (c) providing advisory in legal and/or contractual matters that may arise; and (d)

					suppor ting the organization of Commission's activities, ensuring
					compliance with applicable rules.
					As a rule, the decisions given by the Commission will have
					binding effect on the Parties, except for possible suspension or
					revocation by an arbitration or legal court. The Commission may
					also give non-binding recommendations, upon request of the
					Parties or on Commission's initiative, if it considers appropriate
					under the facts of the case. Nonetheless, the same matter may
					subsequently become object of a Commission's biding decision
					if the recommendation is not sufficient to solve the matter .
					The Agreement will also have an Arbitration Clause, which
					establishes that conflicts related to the Agreement will be
					decided exclusively through arbitration, in accordance with the
					Chamber of Commerce Brazil-Canada - CCBC ("Chamber") in
					effect on the date the arbitration request is submitted. This
					Chamber will conduct the arbitration process.
Reasons	why	the	Company's	Management considers that the transaction was made at an
management	considers	the	arm's length basis, because (i) the rules established in the
transaction was made at an arm's	Policy on Related- Party Transactions, as available on the
length	basis	or	establishes	Company's Investor Relations website, were followed; and (ii)
adequate compensation		the contractual conditions are in accordance with market
					practices (e.g., general clauses usually adopted in agreements
					signed by the Company for the type of contract and nature of the
					obligations) .
Information	on	possible	The Company informs that the Agreement was submitted to and
participation by the counterparty,	approved by the directors of the Company, with abstentions by
its partners or managers in the	the directors Marco Antônio Cassou, Stefano Mion, Beniamino
Company's	decision-making	Gavio, Umberto Tosoni, Alberto Gargioni, Stefano Mario
process regarding the transaction	Giuseppe Viviano and Eros Gradowski Junior.
or in negotiations relating to the
transaction as representatives of	Subsequently, the Agreement was discussed and approved at a
the Company,	describing	such	meeting of the Board of Directors of EcoRioMinas.
participation

São Paulo, March 13, 2024

Marcello Guidotti

CEO and Investor Relations Officer 55 (11) 3787 2612 / 2674 / 2681 invest@ecorodovias .com .brhttps://ri.ecorodovias.com .br/