CCR S.A.

Corporate Taxpayer’s ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35.300.158.334

 

NOTICE ON RELATED-PARTY TRANSACTIONS

 

Pursuant to Instruction 480, issued by the Brazilian Securities and Exchange Commission (CVM) on December 7, 2009, as amended, CCR S.A. (“CCR” or “Company”) (BM&FBovespa: CCRO3; Bloomberg: CCRO3BZ; Reuters: CCRO3.SA) hereby informs its shareholders and the market in general of the following related-party transaction, entered into on December 11, 2017:

 

Name of the Related Parties Concessionária ViaRio S.A. (“ViaRio”) and CONSÓRCIO CONSTRUTOR TRANSOLÍMPICO (“CCT”).
Relationship with the Company CCR: Controlled by Grupo Andrade Gutierrez ([1]), Grupo Camargo Corrêa (2) and Grupo Soares Penido (3).

[1] Comprises shares held by Andrade Gutierrez Concessões S.A. and AGC Participações Ltda. (“Grupo AG”).

 2 Comprises shares held by Camargo Corrêa Investimentos em Infra-Estrutura S.A., controlled by Camargo Correa S.A. and VBC Energia S.A. (“Grupo Camargo Corrêa”).

3 Comprises shares held by Soares Penido Obras, Construções e Investimentos Ltda. and Soares Penido Concessões S.A.

 

ViaRio: Controlled directly by CCR (66.66%), and Investimentos e Participações em Infraestrutura S.A. – Invepar (“Invepar”) (33.34%).

 

CCT: Consortium comprised of Construtora OAS S.A. (“OAS”), Odebrecht Global S.A. (“OG”), Andrade Gutierrez Engenharia S.A. (“AG”) and Construções e Comércio Camargo Corrêa S.A. (“CCCC”).

Transaction Date Original agreement: entered into on April 26, 2012 (“Agreement”)

1st amendment: entered into on November 18, 2013

2nd amendment: entered into on June 1, 2015

3rd amendment: entered into on August 5, 2015

4th amendment: entered into on December 31, 2015

Termination of Agreement: entered into on December 11, 2017 (“Termination of Agreement”)

Subject Matter of the Agreement/Termination of Agreement Subject Matter of the Agreement: The execution of the project services, works, infrastructure and supply of materials related to the Transolímpica Connection, including the operational support buildings, the Operational Control Center (CCO) and the Concessionaire’s headquarters, for forty-eight (48) months.

 

Subject Matter of the Termination of Agreement: The Termination of Agreement aims to irrevocably end the Agreement entered into on April 26, 2012, as well as its respective and possible amendments, agreements, lawsuits and related documents.

Main Terms and Conditions Term of execution: Forty-eight (48) months

 

Original Agreement Amount: One billion, five hundred and fifty-one million, seven hundred and twenty-nine thousand, five hundred and twenty-nine reais and one centavo (R$1,551,729,529.01).

 

1st Amendment to the Agreement: No added value

 

2nd Amendment to the Agreement: Increase of three hundred and eighty-eight million, two hundred and fifty-one thousand, five hundred and twenty-four reais and fifty-one centavos (R$388,251,524.51).

 

3rd Amendment to the Agreement: Decrease of eleven million, five hundred and seventy-six thousand, three hundred and thirteen reais and twenty-one centavos (R$11,576,313.21).

 

4th Amendment to the Agreement: Increase of one hundred and thirty-seven million, eight hundred and forty-one thousand one hundred and forty-three reais (R$137,841,143.00).

 

Consolidated Amount until the Termination of Agreement: Two billion, sixty-six million, two hundred and forty-five thousand, eight hundred and eighty-three reais and thirty-one centavos (R$2,066,245,883.31).

 

Termination of Agreement: Increase of seventy-nine million, six hundred and seventy-one thousand, seven hundred and sixty-eight reais and twenty-two centavos (R$79,671,768.22).

Reasons why the Company’s management believes the transaction to be on an arm’s length basis or to provide for appropriate compensatory payment The Company’s Management believes that said transaction is on an arm’s length basis for the following reasons:

(i)           The transaction complied with the rules of the Company’s Policy for Related-Party Transactions, available on the websites of the Company and the Brazilian Securities and Exchange Commission;

(ii)         The conditions agreed upon are in line with market practices; and

(iii)        The conditions agreed upon by the parties were provided for in an agreement, amendments and termination of agreement that encompassed: (a) general clauses similar to any transaction of the same nature; and (b) specific clauses related to the economic situation of the contracting of the services, in line with the specific conditions to perform the scope of the issue.

It is worth noting that this related-party transaction refers to the termination of the agreement.

Information on any participation of the counterparty, its partners or management in the Company’s decision regarding the transaction or the negotiation of the transaction as representatives of the Company, describing said participations The members of CCR’s Board of Directors approved, by a majority vote, the signature of the Termination of Agreement, considering the abstentions of the Board members indicated by Grupo Camargo Corrêa and Grupo AG.

 

The members of ViaRio’s Board of Directors unanimously approved the signature of the Termination of Agreement.

 

São Paulo/SP, December 18, 2017.

 

 

 

CCR S.A.

ARTHUR PIOTTO FILHO

Investor Relations Officer

 

 

CCR S.A.

Corporate Taxpayer’s ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35.300.158.334

 

NOTICE ON RELATED-PARTY TRANSACTIONS

 

Pursuant to Instruction 480, issued by the Brazilian Securities and Exchange Commission (CVM) on December 7, 2009, as amended, CCR S.A. (“CCR” or “Company”) (BM&FBovespa: CCRO3; Bloomberg: CCRO3BZ; Reuters: CCRO3.SA) hereby informs its shareholders and the market in general of the following related-party transaction, entered into on December 11, 2017:

 

Name of the Related Parties Concessionária ViaRio S.A. (“ViaRio”) and CONSÓRCIO CONSTRUTOR TRANSOLÍMPICO (“CCT”).
Relationship with the Company CCR: Controlled by Grupo Andrade Gutierrez ([1]), Grupo Camargo Corrêa (2) and Grupo Soares Penido (3).

[1] Comprises shares held by Andrade Gutierrez Concessões S.A. and AGC Participações Ltda. (“Grupo AG”).

 2 Comprises shares held by Camargo Corrêa Investimentos em Infra-Estrutura S.A., controlled by Camargo Correa S.A. and VBC Energia S.A. (“Grupo Camargo Corrêa”).

3 Comprises shares held by Soares Penido Obras, Construções e Investimentos Ltda. and Soares Penido Concessões S.A.

 

ViaRio: Controlled directly by CCR (66.66%), and Investimentos e Participações em Infraestrutura S.A. – Invepar (“Invepar”) (33.34%).

 

CCT: Consortium comprised of Construtora OAS S.A. (“OAS”), Odebrecht Global S.A. (“OG”), Andrade Gutierrez Engenharia S.A. (“AG”) and Construções e Comércio Camargo Corrêa S.A. (“CCCC”).

Transaction Date Original agreement: entered into on April 26, 2012 (“Agreement”)

1st amendment: entered into on November 18, 2013

2nd amendment: entered into on June 1, 2015

3rd amendment: entered into on August 5, 2015

4th amendment: entered into on December 31, 2015

Termination of Agreement: entered into on December 11, 2017 (“Termination of Agreement”)

Subject Matter of the Agreement/Termination of Agreement Subject Matter of the Agreement: The execution of the project services, works, infrastructure and supply of materials related to the Transolímpica Connection, including the operational support buildings, the Operational Control Center (CCO) and the Concessionaire’s headquarters, for forty-eight (48) months.

 

Subject Matter of the Termination of Agreement: The Termination of Agreement aims to irrevocably end the Agreement entered into on April 26, 2012, as well as its respective and possible amendments, agreements, lawsuits and related documents.

Main Terms and Conditions Term of execution: Forty-eight (48) months

 

Original Agreement Amount: One billion, five hundred and fifty-one million, seven hundred and twenty-nine thousand, five hundred and twenty-nine reais and one centavo (R$1,551,729,529.01).

 

1st Amendment to the Agreement: No added value

 

2nd Amendment to the Agreement: Increase of three hundred and eighty-eight million, two hundred and fifty-one thousand, five hundred and twenty-four reais and fifty-one centavos (R$388,251,524.51).

 

3rd Amendment to the Agreement: Decrease of eleven million, five hundred and seventy-six thousand, three hundred and thirteen reais and twenty-one centavos (R$11,576,313.21).

 

4th Amendment to the Agreement: Increase of one hundred and thirty-seven million, eight hundred and forty-one thousand one hundred and forty-three reais (R$137,841,143.00).

 

Consolidated Amount until the Termination of Agreement: Two billion, sixty-six million, two hundred and forty-five thousand, eight hundred and eighty-three reais and thirty-one centavos (R$2,066,245,883.31).

 

Termination of Agreement: Increase of seventy-nine million, six hundred and seventy-one thousand, seven hundred and sixty-eight reais and twenty-two centavos (R$79,671,768.22).

Reasons why the Company’s management believes the transaction to be on an arm’s length basis or to provide for appropriate compensatory payment The Company’s Management believes that said transaction is on an arm’s length basis for the following reasons:

(i)           The transaction complied with the rules of the Company’s Policy for Related-Party Transactions, available on the websites of the Company and the Brazilian Securities and Exchange Commission;

(ii)         The conditions agreed upon are in line with market practices; and

(iii)        The conditions agreed upon by the parties were provided for in an agreement, amendments and termination of agreement that encompassed: (a) general clauses similar to any transaction of the same nature; and (b) specific clauses related to the economic situation of the contracting of the services, in line with the specific conditions to perform the scope of the issue.

It is worth noting that this related-party transaction refers to the termination of the agreement.

Information on any participation of the counterparty, its partners or management in the Company’s decision regarding the transaction or the negotiation of the transaction as representatives of the Company, describing said participations The members of CCR’s Board of Directors approved, by a majority vote, the signature of the Termination of Agreement, considering the abstentions of the Board members indicated by Grupo Camargo Corrêa and Grupo AG.

 

The members of ViaRio’s Board of Directors unanimously approved the signature of the Termination of Agreement.

 

São Paulo/SP, December 18, 2017.

 

 

 

 

 

CCR S.A.

Corporate Taxpayer’s ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35.300.158.334

 

NOTICE ON RELATED-PARTY TRANSACTIONS

 

Pursuant to Instruction 480, issued by the Brazilian Securities and Exchange Commission (CVM) on December 7, 2009, as amended, CCR S.A. (“CCR” or “Company”) (BM&FBovespa: CCRO3; Bloomberg: CCRO3BZ; Reuters: CCRO3.SA) hereby informs its shareholders and the market in general of the following related-party transaction, entered into on December 11, 2017:

 

Name of the Related Parties Concessionária ViaRio S.A. (“ViaRio”) and CONSÓRCIO CONSTRUTOR TRANSOLÍMPICO (“CCT”).
Relationship with the Company CCR: Controlled by Grupo Andrade Gutierrez ([1]), Grupo Camargo Corrêa (2) and Grupo Soares Penido (3).

[1] Comprises shares held by Andrade Gutierrez Concessões S.A. and AGC Participações Ltda. (“Grupo AG”).

 2 Comprises shares held by Camargo Corrêa Investimentos em Infra-Estrutura S.A., controlled by Camargo Correa S.A. and VBC Energia S.A. (“Grupo Camargo Corrêa”).

3 Comprises shares held by Soares Penido Obras, Construções e Investimentos Ltda. and Soares Penido Concessões S.A.

 

ViaRio: Controlled directly by CCR (66.66%), and Investimentos e Participações em Infraestrutura S.A. – Invepar (“Invepar”) (33.34%).

 

CCT: Consortium comprised of Construtora OAS S.A. (“OAS”), Odebrecht Global S.A. (“OG”), Andrade Gutierrez Engenharia S.A. (“AG”) and Construções e Comércio Camargo Corrêa S.A. (“CCCC”).

Transaction Date Original agreement: entered into on April 26, 2012 (“Agreement”)

1st amendment: entered into on November 18, 2013

2nd amendment: entered into on June 1, 2015

3rd amendment: entered into on August 5, 2015

4th amendment: entered into on December 31, 2015

Termination of Agreement: entered into on December 11, 2017 (“Termination of Agreement”)

Subject Matter of the Agreement/Termination of Agreement Subject Matter of the Agreement: The execution of the project services, works, infrastructure and supply of materials related to the Transolímpica Connection, including the operational support buildings, the Operational Control Center (CCO) and the Concessionaire’s headquarters, for forty-eight (48) months.

 

Subject Matter of the Termination of Agreement: The Termination of Agreement aims to irrevocably end the Agreement entered into on April 26, 2012, as well as its respective and possible amendments, agreements, lawsuits and related documents.

Main Terms and Conditions Term of execution: Forty-eight (48) months

 

Original Agreement Amount: One billion, five hundred and fifty-one million, seven hundred and twenty-nine thousand, five hundred and twenty-nine reais and one centavo (R$1,551,729,529.01).

 

1st Amendment to the Agreement: No added value

 

2nd Amendment to the Agreement: Increase of three hundred and eighty-eight million, two hundred and fifty-one thousand, five hundred and twenty-four reais and fifty-one centavos (R$388,251,524.51).

 

3rd Amendment to the Agreement: Decrease of eleven million, five hundred and seventy-six thousand, three hundred and thirteen reais and twenty-one centavos (R$11,576,313.21).

 

4th Amendment to the Agreement: Increase of one hundred and thirty-seven million, eight hundred and forty-one thousand one hundred and forty-three reais (R$137,841,143.00).

 

Consolidated Amount until the Termination of Agreement: Two billion, sixty-six million, two hundred and forty-five thousand, eight hundred and eighty-three reais and thirty-one centavos (R$2,066,245,883.31).

 

Termination of Agreement: Increase of seventy-nine million, six hundred and seventy-one thousand, seven hundred and sixty-eight reais and twenty-two centavos (R$79,671,768.22).

Reasons why the Company’s management believes the transaction to be on an arm’s length basis or to provide for appropriate compensatory payment The Company’s Management believes that said transaction is on an arm’s length basis for the following reasons:

(i)           The transaction complied with the rules of the Company’s Policy for Related-Party Transactions, available on the websites of the Company and the Brazilian Securities and Exchange Commission;

(ii)         The conditions agreed upon are in line with market practices; and

(iii)        The conditions agreed upon by the parties were provided for in an agreement, amendments and termination of agreement that encompassed: (a) general clauses similar to any transaction of the same nature; and (b) specific clauses related to the economic situation of the contracting of the services, in line with the specific conditions to perform the scope of the issue.

It is worth noting that this related-party transaction refers to the termination of the agreement.

Information on any participation of the counterparty, its partners or management in the Company’s decision regarding the transaction or the negotiation of the transaction as representatives of the Company, describing said participations The members of CCR’s Board of Directors approved, by a majority vote, the signature of the Termination of Agreement, considering the abstentions of the Board members indicated by Grupo Camargo Corrêa and Grupo AG.

 

The members of ViaRio’s Board of Directors unanimously approved the signature of the Termination of Agreement.

 

São Paulo/SP, December 18, 2017.

 

 

 

CCR S.A.

ARTHUR PIOTTO FILHO

Investor Relations Officer