CCR S.A. (“Company”) (B3: CCRO3; Bloomberg: CCRO3 BZ; Reuters: CCRO3.SA) hereby informs that, on this date, a Preliminary Agreement was signed between its indirect subsidiaries Concessionária do Sistema Anhanguera-Bandeirantes S.A. (“AutoBAn), Rodovias Integradas do Oeste S.A. (“SPVias”) and Concessionária de Rodovias do Oeste de São Paulo – ViaOeste S.A. (“ViaOeste” and, jointly with AutoBAn and SPVias, “Concessionaires”) and the State of São Paulo, through the Logistics and Transportation Secretariat (“Granting Authority” and, jointly with the Concessionaires, “Parties”), with the intervention and consent of the Regulatory Agency for Delegated Public Transportation Services in the State of São Paulo (“ARTESP”), according to the extract published in the Diário Oficial do Estado, the State of São Paulo’s official gazette, as provided for in Law 8,666/1993.
The Preliminary Agreement has the objective of establishing: (i) the conditions for the termination of: (i.1) the lawsuits filed by the Granting Authority and ARTESP aimed at the annulment of the Amendments signed in 2006 (“TAMs 2006”) for the concession agreements of AutoBAn, SPVias and ViaOeste, which extended their effective terms until December 31, 2026, October 10, 2027 and December 31, 2022, respectively, as well as (i.2) the lawsuits filed by the Concessionaires aimed at obtaining a judicial declaration of validity for the TAMs 2006; (ii) the irrevocable and irreversible preservation of the effective terms established by the TAMs 2006 and their subsequent Amendments; (iii) the recognition, by the Parties, (iii.1) irrevocably and irreversibly, of the economic and financial imbalances that occurred in favor of the Granting Authority and the Concessionaires; and (iii.2) AutoBAn’s right to an economic and financial re-balancing in its favor by extending the term of is concession agreement to January 31, 2037 (estimated date).
The Preliminary Agreement also established broad and advantageous conditions in favor of the State of São Paulo, providing: (i) for a payment to the Granting Authority, due in fifteen (15) days, of a total gross amount of R$1,200,000,000.00 (one billion and two hundred million reais), of which R$352,000,000.00 will be paid by AutoBAn, R$263,000,000.00 will be paid by SPVias and R$585,000,000.00 will be paid by ViaOeste; (ii) for a reduction in the contractual Internal Rates of Return (“IRR”) in calculations that result in unfavorable imbalances; (iii) that, to calculate and restore the economic and financial balance in favor of AutoBAn, reductions in the TRRs shall be adopted for all events occurring after the term defined in TAM 2006, replacing the rates originally agreed upon in the concession agreement; (iv) the execution, by ViaOeste, (iv.1) for new investments to be carried out, subject to the re-balancing and a prior assessment by ARTESP regarding their technical compatibility and suitability to the public interest, as well as (iv.2), upon approval by ARTESP, the execution of works on the Rodovia Castello Branco highway, from kms 23 to 32, with ViaOeste recognizing its responsibility to pay for such works, and, upon approval by the competent authorities, the execution of duplication works in the Prefeito Lívio Tagliassachi highway, to be classified as a donation of services pursuant to State Decree 64,399/2019.
Finally, a period of nine (9) months was established, from the date the Preliminary Agreement was signed and renewable upon agreement between the Parties, for ARTESP to confirm the calculations of the economic and financial imbalances indicated in the Preliminary Agreement, favorable to both the Granting Authority and the Concessionaires, and observing the assumptions, guidelines and calculation methodologies provided therein that have already been adopted at the administrative level. With this, the Parties may formalize the Final Agreement, which shall (i) grant the Parties full, unrestricted, irrevocable and irreversible settlement of all economic and financial imbalances and any effects or consequences arising therefrom; and, (ii) in the case of AutoBAn, based on a regulatory credit in its favor, confirm the economic and financial re-balancing of its concession agreement by extending the term of said agreement to January 2037 (estimated date).
The signing of the Preliminary Agreement reflects CCR Group’s respect for its long-term partnership with the São Paulo State Government and its commitment to developing infrastructure in the State.
The same information is available on the Company’s website, www.ccr.com.br/ri.
São Paulo, June 29, 2021.
Investor Relations Officer