In accordance with CVM Instruction No. 358, CCR S.A. (“CCR”/”Company”) (Bovespa:CCRO3; Bloomberg: CCRO3BZ; Reuters:CCRO3.SA), hereby informs its shareholders and the market in general that:

1) As informed in the Material Fact published on June 15, 2015, the Board of Directors decided to analyze the proposal presented by two of its three controlling shareholders, Grupo Andrade Gutierrez and Grupo Camargo Corrêa (“Proposers”) related to the implementation development project of a new airport in the metropolitan region of São Paulo (“NASP”);

2) The proposal consisted of the transfer of the Option Agreement and the Purchase and Sale of Property Preemptive Rights Agreement, signed with the Third Owner (“Third Owner”) on 02.02.2011, as amended (“Option Agreement”), as well as reimbursement amounts paid by the Proposers, expense reimbursement and other financial aspects of interest to the Proposers;

3) Pursuant to the Company‘s governance rules, the Board of Directors of CCR (“CAD/CCR”) established the formation of an independent committee (“Independent Committee”), consisting of 3 (three) members, 2 (two) of them Independent Members, according to the Novo Mercado rules, and 1 (one) of them appointed by the third shareholder who is part of the controlling block, but has no binding or financial interest in the proposal;

4) The Independent Committee has selected and appointed to the Company the hiring of several legal, accounting and technical advisors, who were responsible for assisting the Committee and the Company’s management in conducting the proceedings and the analysis of the proposal;

5) The proceedings were completed and the Independent Committee report was referred to the Company‘s management, reviewed by the Board of Directors in a meeting held today and duly approved;

6) Due to the Option Agreement short term, it was not possible to develop some of the steps accepted by the Independent Committee for the achievement of the analyzed proposal, especially the direct negotiation with the Third Owner;

7) Considering the importance of the project, the Proposers submitted a new proposal to the Company in which they: (i) waived the Company for the reimbursement of the amounts paid to the Third Owner by the Proposers; (ii) requested the prompt analysis of the reimbursement of expenses in the preparation of studies related to the NASP, in exchange for its transfer to the Company‘s ownership, always subject to the applicable rules and pursuant to the Company‘s governing bodies; and (iii) requested the prompt analysis of the payment amount for the thesis and project development (“Development Fee”), as a percentage, for a limited period, on the net income of the future business, always observing the applicable rules and pursuant to the Company‘s governing bodies (“New Proposal”);

8) CAD/CCR believes that the development of the NASF is part of the Company‘s interests in expanding its business related to the operation of airports, and that is why the Company’s management has considered and decided to:

(i) Approve the acceptance of the New Proposal and the consequent celebration of the Option Agreement rights and obligations waiver document, and the conditions described in item 7 above shall be expressly mentioned, on items (i) to (iii);
(ii) Authorize the Company to take measures regarding the negotiations with the Third Owner concerning the property ownership and other rights and obligations set forth in the Option Agreement, under terms and conditions defined by CAD/CCR, in the business transaction condition of the Company with third parties and no longer among related parties, pursuant to the governance rules relevant to each decision-making authority; and
(iii) Determine the publication of this Material Fact to communicate these facts and resolutions to other shareholders and the public in general.

São Paulo, October 21, 2015.

Arthur Piotto Filho
Investor Relations Officer