CCR S.A. (BM&FBOVESPA Ticker: CCRO3) (“Company”), pursuant to Section 157, §4º of Law No. 6,404, dated December 15, 1976, as amended, and the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) (“CVM”) Rule No. 358, dated January 3rd, 2002, as amended, in addition to the material fact dated January 26, 2017, hereby informs its shareholders and the market in general that the Company is pricing a restricted offering (the “Restricted Offering”) of its common shares to no more than 75 institutional investors in Brazil, to qualified institutional buyers (as defined under Rule 144A of the United States Securities Act of 1933, as amended (the “Securities Act”)) in the United States and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act), in accordance with CVM Rule No. 476, dated January 16, 2009, as amended (“CVM Rule 476”).

The Restricted Offering consists of a primary offering of 254,412,800 common shares of the Company (the “Shares”), at a price per Share equal to R$16.00 (the “Offering Price”). Following consummation of the Restricted Offering, the Company’s capital stock will be equal to R$6,126,100,230.54 and will consist of 2,020,000,000 common shares. In accordance with CVM regulations, the total number of shares proposed to be initially offered was increased by 15% of the shares initially offered, or 33,184,278 common shares, at the Offering Price, from 221,228,522 common shares to 254,412,800 common shares.

The Company intends to use the net proceeds from this offering to reinforce and maintain stable its liquidity position and maintain, expand and/or diversify its concessions portfolio.

The settlement of the Restricted Offering is scheduled to occur on February 15, 2017.

The Restricted Offering of the Shares of the Company have not been and will not be registered under the Securities Act, or any other U.S. federal and state securities laws, and the Shares may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. investors, unless they are registered, or exempt from, or not subject to, registration under the Securities Act.

In order to comply with CVM Rule 476 and to ensure the participation of current shareholders in the Restricted Offering, a priority right was given to existing shareholders of the Company to subscribe for up to all of the shares to be placed through the Offering pro rata to their shareholdings in the Company’s capital (“Priority Offering”). The Priority Offering of Shares occurred in Brazil concurrently with the Restricted Offering and has not been and will not be registered under the Securities Act or under any U.S. state securities laws.

This material fact notice is disclosed for informative purpose only and shall not, in any circumstances, be construed as an investment recommendation. This material fact notice does not constitute an offer to sell or the solicitation of an offer to buy the Company’s securities, including the Shares, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Sao Paulo, February 9, 2017.

Arthur Piotto Filho
Chief Financial and Investor Relations Officer