NOTICE TO THE MARKET
CCR S.A. (“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 14, 2021:
|Names of the Related Parties
||RDN Concessões e Participações S.A., current name of Rodonorte – Concessionária de Rodovias Integradas S.A. (“RDN”), and Serveng Civilsan S.A. Empresas Associadas de Engenharia (“Serveng”).
|Relationship with the Company
||RDN: Direct subsidiary of CCR (100%).
CCR: The shareholders Grupo Andrade Gutierrez (), Mover (new name of Grupo Camargo Corrêa) (2) and Grupo Soares Penido (3) together hold 44.5767% of the Company’s share capital, bound by a Shareholders’ Agreement.
1 Includes the shares held by Andrade Gutierrez Participações S.A..
2 Includes shares held by Camargo Corrêa Investimentos em Infra-Estrutura S.A. and CC Investimentos e Participações S.A.
3 Includes 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, RDN e Serveng are considered related parties.
|Parties to the Contract
||Contracting Party: RDN.
Service Provider: Serveng.
|Purpose of the Contract
||Contract – CCRACT-RN-14265/2016 and its respective amendments (“Contract”)
Duplication works on highway PR-151, between Jaguariaiva – Piraí do Sul, in the State of Paraná, comprising the construction of a new lane for the stretches 01, 04-A and 04B, in addition to the restoration of the current lane and the supply of materials, equipment and workforce.
Terms of Agreement, Discharge and Termination of the Contract
Payment for the services performed and not measured and the full termination and discharge of the Contract shall be based on the amicable composition between the parties to the claims made by the Service Provider, which were analyzed by the Contracting Party and an external advisor.
||Original Contract signed on October 17, 2016: One hundred and twelve million, nine hundred and thirty-nine thousand, seven hundred and sixty-five reais and thirty centavos (R$112,939,765.30).
Value for Terms of Agreement, Discharge and Termination of the Contract: Seven million, seven hundred and twenty thousand, two hundred and seventy-one reais and eighteen centavos (R$7,720,271.18).
|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 RDN with the Granting Authority, in which the contractor was and will be remunerated at the same ratio as RDN, 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
||The Executive Board of CCR approved the signing of the Terms of Agreement, Discharge and Termination of Contract CCRACT-RN-14265/2016, on December 2, 2021. The Board of Directors of RDN also approved the signing of the Terms of Agreement, Discharge and Termination of Contract CCRACT-RN-14265/2016, by unanimous vote of the attending board members, at a meeting held on December 3, 2021.