As announced on August 29, 2011, the Board of Directors of CCR met on this date, and pursuant to the best practices in governance and transparency, adopted the following resolutions: (i) authorization of a market analysis to assist the Company‘s shareholders to make a decision regarding the possibility of amending its bylaws to include operations in the field of airport infrastructure; (ii) the establishment of an Independent Committee to analyze the potential acquisition of assets, pursuant to the best practices of transparency and independence, in line with the opinion of CVM Guidance Opinion 35 of September 1, 2008 (“CVM Opinion 35/08”), stating at the outset that those Shareholders who own the Assets in question are as of now prevented from voting on the decision of their acquisition; (iii) the convening, at a future date to be confirmed, of an Extraordinary Shareholders Meeting to deliberate on the respective amendment to the Company‘s corporate purpose and the acquisition of the Assets; and (iv) the publication of this Material Fact.

In view of the aforementioned, the composition of the independent committee, as well as résumés of its members are as follows.

Ana Dolores Moura Carneiro de Novaes. Born on January 23, 1962, Ms. Carneiro Novaes was reelected to the position of independent member on the Board of Directors of the Company. In addition to being a Companhia de Concessões Rodoviárias board member since April 2002, currently, she is a member of the Board of Directors of CPFL Energia (since April 2007) and Metalfrio (since May 2009). Previously, she was a consultant to the Audit Committee of Companhia Siderúrgica Nacional (August 2005-July 2011); director of investments at Pictet Modal Asset Management S.A. (1998-2003); and variable income analyst for Banco de Investimentos Garantia (1995-1997). She worked for the World Bank in Washington, D.C. between 1991 and 1994, and also taught macroeconomics at the Pontifical Catholic University of Rio de Janeiro (2003) and the Federal University of Pernambuco (1st semester 1991). Between 2008 and 2010, was a partner at Galanto Consultoria do Rio de Janeiro for services and advice in the field of corporate governance. Currently she is the lead partner and founder of Oitis Consultoria Econômica e Financeira Ltda.

Henrique Sutton de Sousa Neves. Born on June 22, 1954, Mr. Sousa Neves was reelected as an effective member of the Company‘s Board of Directors. Mr. Sousa Neves graduated in Law from the Pontifícia Universidade Católica do Rio de Janeiro (PUC-RJ) and Advanced Management Program at the Harvard Business School. Mr. Sousa Neves is the Managing Director of Sociedade Beneficente Israelita Brasileira Albert Einstein, and is responsible for the organization‘s day-to-day activities. After working for the Shell Group abroad, he returned to Shell Brasil and held successive positions as Vice President of Corporate Affairs, Domestic Markets and Retail (1993-1998). He was CEO of Brasil Telecom (1998-2001) and Brasil Telecom Participações (1998-2002). He worked at Compass Consultoria (2002-2005) and was CEO of Viação Aérea Riograndense – Varig S/A (2005). During his management, Brasil Telecom, Brasil Telecom Participações and Varig were publicly held companies.

Luiz Ribeiro. Born on January 4, 1968, Mr. Ribeiro was invited to become a member of the independent committee based on his extensive experience on the national and international financial markets. Mr. Ribeiro holds a degree in Business Administration from the University of São Paulo – USP and an MBA from the Brazilian Institute of Capital Markets – IBMEC and the Management Development Program – INSEAD – Abu Dhabi. He is a Chartered Financial Analyst – CFA. Mr. Ribeiro was Head of Latin America for the ADIA – Abu Dhabi Investment Authority, and also Head of Equities at HSBC Offshore Brazil and Investment Officer at the IFC – International Finance Corporation – World Bank.Previously, Mr. Ribeiro also held positions at ABN Amro (Senior Portfolio Manager), Dibran DTVM (Trader), Credicard (Financial Analyst) and PwC (Junior Auditor).

Luiz Alberto Colonna Rosman. Born in Rio de Janeiro, Mr. Rosman was invited to become a member of the independent committee based on his extensive experience with respect to corporate law and corporate governance. He earned degrees in Law in 1978 and in Economics (1977), Rio de Janeiro, Brazil. He was Head Professor of “Corporate Law” at the School of Magistrates of Rio de Janeiro, Brazil (1995-2000) and the Postgraduate course in Business Law (Corporate Law and Capital Markets) of the Getulio Vargas Foundation, Rio de Janeiro, Brazil, from 2002 to 2005. Since 1995 Mr. Rosman has been a partner at Rosman, Penalva, Souza, Leo Franco Attorneys.