NOTICE ON TRANSACTIONS BETWEEN RELATED PARTIES
(“CCR” or “Company”) (B3: CCRO3; Bloomberg: CCRO3BZ; Reuters: CCRO3.SA), pursuant to CVM Instruction 480, of December 7, 2009, as amended, hereby informs its shareholders and the market in general of the following related-party transaction, signed on December 21, 2020:
|Names 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 (100%).
CCR: The shareholders Grupo Andrade Gutierrez (), Mover (new name of Grupo Camargo Corrêa) (2) and Grupo Soares Penido (3) jointly hold 44.5767% of the Company’s capital stock, bound by a Shareholders’ Agreement.
Includes the shares held by Andrade Gutierrez Participações S.A..
(2)Comprises shares held by Camargo Corrêa Investimentos em Infra-Estrutura S.A. and CC Investimentos e Participações S.A.
(3) Comprises shares held by Soares Penido Obras, Construções e Investimentos Ltda. (“SP Obras”) and Soares Penido Concessões S.A. (“SP Concessões”).
Serveng: Controlled by Soares Penido Participações e Empreendimentos S.A.. Its controller has a 2nd degree relationship (brother) with the administrators and controllers of the controlling shareholders of CCR, SP Concessões and SP Obras.
Therefore, due to this relationship, RodoNorte e Serveng are considered related parties.
|Parties to the Contract||
Service Provider: Serveng.
|Purpose of the Contract and respective amendments||Construction Contract at an Estimated Price (“Contract”)
Duplication works on highway BR-376 (”Rodovia do Café” highway), North and South lanes, including the construction of a new lane from stretch 21 and stretch 22, in the state of Paraná, as described below:
– Stretch 21 – BR376 – km 286.6 to 296 – Road;
– Stretch 21 – BR376 – km 291.1 to 296 – Special Works on I-25;
– Stretch 21 – BR376 – km 295.1 – Special Works on the Mauá Viaduct;
– Stretch 22 – BR376 – km 269.6 to 286.6 – Road; and
– Stretch 22 – BR376 – km 281.15 – Special Works on I-22;
Modification of the contracting modality, from a Construction Contract at an estimated price to a Construction Contract at a mixed price, with a reduction in scope and contract amount.
Modification of the contracting modality, from a Construction Contract at an estimated price to a Construction Contract at a global price for specific streches, adjustments in quantities and additional services and increase in contract amount.
Inclusion of: additional services and quantities for the execution of a new return at km 277 of stretch 22; emergency assistance to correct the curve at km 306; installation of a metallic fence at the central bed of km 270+800 and km 272+300; changes in the MF-01 concrete curb quantities for the curb and gutter (pre-fabricated), as determined by the Department of Roads and Roadwork (DER); revision of Anti-Glare Screen quantities; and additional services measures with the Granting Authority.
One hundred and forty-nine million, six hundred and ninety-six thousand, nine hundred and eight reais and fifty-six centavos (R$149,696,908.56), excluding the supply of asphalt materials.
Reduction in the amount of fourteen million, four hundred and fifteen thousand, eight hundred and fifty-three reais and sixty-six centavos (R$14,415,853.66).
Increase in the amount of two million, two hundred and sixty-seven thousand, five hundred and ten reais and ninety-one centavos (R$2,267,510.91).
Increase in the amount of three million, two hundred thousand, seven hundred and fifty-five reais and thirty-three centavos (R$3,200,755.33).
Consolidated Contract Value:
One hundred and forty million, seven hundred and forty-nine thousand, three hundred and twenty one reais and fourteen centavos (R$140,749,321.14).
|Reasons why the Company’s management believes the transaction to be on an arm’s length basis or to provide for appropriate compensatory payment||
The Company’s management believes said transaction to be an arm’s length basis for the following reasons: (i) the rules of the Company’s Policy for Related-Party Transactions, available on the websites of the Company and the Brazilian Securities and Exchange Commission (“CVM”), were complied with; (ii) the conditions agreed upon at the time the Contract and its respective amendments were signed are in line with market practices and carried out by means of a competition governed by the Back-to-Back principle, with unit service items remunerated according to the contractual table of RodoNorte with the Granting Authority, in which the contractor was and will be remunerated at the same ratio as RodoNorte, both in relation to direct operational construction services and for other administrative and indirect expenses; and (iii) the Contract and its respective amendments reflect the conditions agreed upon between the parties, comprised of (a) general clauses similar to any transaction of the same nature and (b) specific clauses related to the economic conditions of the service contract, in line with the winning proposal and the specific execution conditions for the scope in which it was hired.
|Information on any participation of the counterparty, its partners or management in the Company’s decision regarding the transaction or the negotiation of the transaction as representatives of the Company, describing said participations||
CCR’s Board of Directors’ approved, by unanimous vote of the members who attended the meeting held on December 17, 2020, with the abstentions of Mrs. Ana Maria Marcondes Penido Sant’Anna and Mr. Luis Claudio Rapparini Soares, appointed by SP Concessões, and Mr. Henrique Sutton de Sousa Neves, appointed by SP Obras, the signing of the Third Amendment to the Contract.
The members of RodoNorte’s Board of Directors unanimously approved the signing of the Third Amendment to the Contract, by unanimous vote of the members who attended the meeting held on December 21, 2020.
São Paulo, December 23, 2020.
Investor Relations Officer