CCR S.A.

Corporate Taxpayer’s ID (CNPJ/MF) No. 02.846.056/0001-97
State Registry (NIRE) No. 35,300,158,334

 

NOTICE ON TRANSACTION BETWEEN RELATED PARTIES

 

CCR S.A. (“CCR” or “Company”) (B3: CCRO3; Bloomberg: CCRO3BZ; Reuters: CCRO3.SA), based on the provisions of CVM Instruction 480, of December 07, 2009, as amended, hereby announces to its shareholders and to the market in general the second amendment to a transaction between related parties, whose initial agreement was signed on June 13, 2014, as detailed below:

 

Name of the Related Parties  

Companhia do Metrô da Bahia (“Metrô Bahia”); Construções e Comércio Camargo Corrêa S.A.; and Andrade Gutierrez Engenharia S.A.

 

Company Relations  

Metrô Bahia: Indirect subsidiary of CCR (100%).

 

CCR: Controlled by Grupo Andrade Gutierrez ([1]), Grupo Camargo Corrêa (2) and Grupo Soares Penido (3):

 

([1]) Includes the shares held by Andrade Gutierrez Concessões S.A. and AGC Participações Ltda.

(2)Includes shares held by Camargo Corrêa Investimentos em Infra-Estrutura S.A. and CC Investimentos e Participações S.A.

(3)Includes the shares held by Soares Penido Obras, Construções e Investimentos Ltda. and Soares Penido Concessões S.A.

 

Therefore, the companies making up ‘Mobilidade Bahia’ Consortium, established below, are part of two of the Company’s parent groups (Grupo Andrade Gutierrez and Grupo Camargo Corrêa).

 

Parties of the Agreement  

Contracting Party: Metrô Bahia.

Contracted Party: Consortium made up by the companies Construções e Comércio Camargo Corrêa S.A. and Andrade Gutierrez Engenharia S.A.

 

 

Purpose of the Agreement and the respective amendments

 

Construction Agreement through the Alliance System: (“Agreement”): Agreement signed with the purpose of working in cooperation for the development and implementation of the expansion of the Subway System of Salvador and Lauro de Freitas, signed on June 13, 2014.

 

1st Amendment: The following terms were agreed: (i) establishing the amounts related to the specific management team for engineering projects and to the expenses with quality control of projects, plus amounts for contingencies; (ii) changing the estimated Ceiling Price, Profit and Overhead; (iii) establishing percentages A, B and C provided for in the parametric formula of Clause 12.8 of the Agreement and other matters related to said formula; (iv) establishing the responsibilities regarding the license; and (v) establishing the conditions of insurance policies, assumptions, hedges, risks and liabilities to be negotiated by Bahia Subway, signed on October 2, 2015;

 

2nd Amendment: The following terms were agreed: (i) amending the Services Physical Schedule, extending the deadline to implement the construction works up to December 31, 2017; (ii) changing the scope of the Agreement, with the exclusion and inclusion of certain services; (iii) establishing the pecuniary amount defined by the Bahia Mobilidade Consortium as Profit and Overhead for the full implementation of the Agreement, considering the scope amended; (iv) establishing that, as of April 1, 2017, the Bahia Mobilidade Consortium would not be compensated, but reimbursed by the Actual Costs incurred (direct and indirect costs); (v) establishing the procedure and amount limited to be paid to the Bahia Mobilidade Consortium by the Bahia Subway in case of approval and formalization of a rebalancing of the Concession Agreement in favor of Bahia Subway, regarding the release of permits, licenses and areas; and (vi) revoking and excluding Clauses 12 and 14 of the Agreement, concepts and obligations with respect to the Ceiling Price, Target Price and the calculation of bonuses and penalties, signed on May 28, 2018.

 

Amount of the Agreement  

Agreement:

Two billion, one hundred and forty-three million, seven hundred and twenty-seven thousand, six hundred and eighty-one reais and eighty-one cents (R$2,143,727,681.81).

 

 

 

 

1st Amendment:

Increase of twelve million, seven hundred and eighty-five thousand, three hundred and eighty-four reais and thirty-two cents (R$12,785,384.32).

 

2nd Amendment:

Increase of five hundred and eighty-three million, four hundred and thirty thousand, four hundred and sixteen reais and sixty-one cents (R$583,430,416.61).

 

Consolidated amount of the Agreement:

Two billion, seven hundred and thirty-nine million, nine hundred and forty-three thousand, four hundred and eighty-two reais and seventy-four cents (R$2,739,943,482.74).

 

Reasons why the Company’s Management considers that the transaction complied with the commutative conditions or provides for the adequate compensatory payment  

The Company’s Management considers that the transaction hereby announced complied with the commutative conditions given the following reasons:

 

(i)            The rules established in the Policy of the Transactions with Related Party of the Company, as available on the website of the Company and on the website of the Brazilian Securities and Exchange Commission (CVM), were complied with;

 

(ii)          The conditions agreed for these amendments are in accordance with market practice; and

 

(iii)         The Agreement and the said amendments agreed between Bahia Subway and Mobilidade Bahia Consortium, which reflected the terms agreed between the parties, including (a) general clauses similar to any contracting of the same type and (b) specific clauses concerning the economic conditions of the contracting, with the conditions of payment reflecting the agreed conditions, in accordance with the winning proposal and other specific conditions concerning the implementation of the scope contracted.

 

 

Information on the possible participation of the counterparty, its shareholders or management in the decision-making process of the Company on the transaction or on the negotiation of the transaction, as representatives of the Company, describing this participation

 

The members of the Board of Directors of CCR approved, by unanimous vote of the members attending, considering the abstention of the Board members appointed by the shareholders Andrade Gutierrez Concessões S.A. and Camargo Corrêa Investimentos em Infra-Estrutura S.A., at a meeting held on October 4, 2017, the conclusion, by its indirect subsidiary, Metrô Bahia, of the 2nd amendment to the Management Agreement under the Alliance System.

 

The members of the Board of Directors of CCR approved, by unanimous vote of the members attending, at a meeting held on October 4, 2017, the conclusion of the 2nd amendment to the Management Agreement under the Alliance System.

 

 

 

São Paulo/SP, June 7, 2018.

 

CCR S.A.

ARTHUR PIOTTO FILHO

Investor Relations Officer