CCR S.A. (“CCR” or “Company”) (B3: CCRO3; Bloomberg: CCRO3BZ; Reuters: CCRO3.SA), based on the provisions of CVM Instruction Nr. 480, of December 7, 2009, as amended, announces to its shareholders and the market in general the following transaction between related parties, carried out on August 14, 2019
|Name of the Related Parties||Rodonorte – Concessionária de Rodovias Integradas S.A. (“RodoNorte”) and Serveng Civilsan S.A. Empresas Associadas de Engenharia (“Serveng”).|
|Relationship with the Company||Rodonorte: Direct subsidiary of CCR (85.92%), Porto de Cima Concessões S.A. (“Porto de Cima”) (6.00%) and Cesbe Participações S.A. (“Cesbe”) (8.08%).
CCR: Controlled by Andrade Gutierrez Group (), Mover (new name of Camargo Corrêa Group) (2) and Soares Penido Group (3)
 Including shares held by Andrade Gutierrez Participações S.A.
2 Including shares held by Camargo Corrêa Investimentos em InfraEstrutura S.A. and CC Investimentos e Participações S.A.
3 Including shares held by Soares Penido Obras, Construções e Investimentos S.A. (“SP Obras”) and Soares Penido Concessões S.A. (“SP Concessões”).
Serveng: Controlled by Soares Penido Participações e Empreendimentos S.A. Its controller has a relationship of second-degree kinship (brother) with members of the management and controlling shareholders of CCR, SP Concessões and SP Obras.
Therefore, due to the said kinship, RodoNorte and Serveng are related parties.
|Parties of the Agreement||Contracting Party: RodoNorte.
Contracted Party: Serveng.
|Purpose of the Agreement and Due Amendments||Agreement for Project with Estimated Price (“Agreement”)
Construction works to double BR-376 highway (Rodovia do Café), North and South lanes, including the construction of a new lane in section 21 and section 22, in the State of Paraná, as described below:
– Section 21 – BR376 – km 286.6 to 296 – Road;
– Section 21 – BR376 – km 291.1 – OAE I-25;
– Section 21 – BR376 – km 295.1 – OAE Viaduto Mauá.
– Section 22 – BR376 – km 269.6 to 286.6 – Road; and
– Section 22 – BR376 – km 281.15 – OAE I-22;
Main Changes: Including exhibits (technical and legal expert opinions supporting the mediation process to sign the 1st Amendment), reduction of the scope and reduction of the contractual price
|Price of the Agreement||Original Agreement:
– One hundred forty-nine million, six hundred ninety-six thousand, nine hundred eight Brazilian Reais and fifty-six cents (R$149,696,908.56), without the supply of asphalt materials.
– Reduction of the estimated price, totaling fourteen million, four hundred and fifteen thousand, eight hundred and fifty-three Brazilian Reais and sixty-six cents (R$14,415,853.66).
Estimated Price of the Agreement:
After the 1st Amendment was signed, the estimated price of the Agreement became one hundred and thirty-five million, two hundred and eighty-one thousand, fifty-four Brazilian Reais and ninety cents (R$135,281,054.90).
|Reasons why the Company’s Management considers that the transaction complied with the commutative provisions or provides for the adequate compensatory payment||The Company’s Management considers that the transaction hereby announced complied with the commutative provisions due to the following reasons: (i) compliance with the rules set forth in the Company’s Policy on Transaction with Related Parties, as available on the Company’s and CVM’s (Brazilian Securities and Exchange Commission) website; (ii) compliance of the conditions of the Agreement and due amendments with market practices, as well as carried out through a bidding governed by the Back-to-Back principle, with compensation of service items by unit per the contractual table of RodoNorte with the Granting Authority, and the contracted party was and will be paid for the same reason as RodoNorte, both for services directly linked to the construction works, as well as other administrative and indirect expenses; and (iii) compliance of the Agreement and 1st Amendment with the conditions agreed between the parties, including (a) general clauses similar to any agreement of the same nature and (b) specific clauses regarding the economic conditions of the agreement, in accordance with the winning proposal and the specific conditions to implement the scope of the agreement. In addition, improving its governance on transactions with related parties, due to the request for an economic and financial contractual rebalancing by the contracted party to the contracting party, the parties agreed to carry out a mediation process, which was held by impartial legal and technical experts on the subject, whose expert opinions were included as exhibits to the 1st Amendment and support the agreement with the 1st Amendment.|
|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 CCR’s Board of Directors unanimously approved, through the votes of attending members, considering the abstentions of Mrs. Ana Maria Marcondes Penido Sant’Anna and Mr. Luis Claudio Rapparini Soares, appointed by the company SP Concessões, and Mr. Henrique Sutton de Sousa Neves, appointed by the company SP Obras, signing the 1st Amendment to the Agreement.
The members of RodoNorte’s Board of Directors unanimously approved, through the votes of attending members, signing the 1st Amendment to the Agreement.