CCR S.A.

Corporate Taxpayers ID (CNPJ/MF): 02.846.056/0001-97
Company Registry (NIRE): 35.300.158.334

 

 

NOTICE ABOUT TRANSACTIONS BETWEEN RELATED PARTIES

 

 

Pursuant to CVM Instruction 480, of December 7, 2009, as amended, CCR S.A. (“CCR” or “Company”) (BM&FBovespa: CCRO3; Bloomberg: CCRO3BZ; Reuters: CCRO3.SA) hereby informs its shareholders and the market in general that it has signed the Third Amendment to a Contract between related parties, originally entered into on September 3, 2014:

 

Name of the Related Parties Rodonorte – Concessionária de Rodovias Integradas S.A. (“Rodonorte”) and J. Malucelli Construtora de Obras S.A. (“J. Malucelli”).
Relationship with the Company Rodonorte: is a direct subsidiary of CCR (85.92%), Porto de Cima Concessões S.A. (“Porto de Cima”), which is in turn controlled by J. Malucelli Administração e Participação S.A. (“J. Malucelli Administração”) (6.00%), and Cesbe Participações S.A. (“Cesbe”) (8.08%).

 

J. Malucelli: is controlled by J. Malucelli Administração.

 

Therefore, Rodonorte and J. Malucelli have an indirect shareholder in common, namely, J. Malucelli Administração.

Purpose of the Contract and respective amendments Construction Contract at an Estimated Price (“Contract”) Duplication of the northbound and southbound lanes of BR-376 Highway between km 456+000m and km 465+600m (Stretch II), including the implementation of three (3) special structures at the following locations: (a) Bridge over the Arroio Barrinha River (1 bridge) at km 463.12; (b) Overpass over RFFSA (1 overpass) at km 461.00; and (c) Bridge over the Barrinha River (1 bridge) km 460.10, signed on September 3, 2014.

 

First Amendment:

– Extension of the deadline for the works to July 20, 2016 and the contract term to September 20, 2016, signed on February 23, 2016;

 

Second Amendment:

– Increase in the Contract value as a result of project modifications, unexpected services and requests, and extension of contractual deadlines, signed on May 4, 2017; and

 

Third Amendment:

– Increase in the Contract value as a result of 7 project modifications, 18 unexpected services and 5 requests, and extension of contractual deadlines, signed on January 22, 2018; and

Contract Value Original Contract

– Value: Fifty-seven million, nine hundred and eighty-one thousand, three hundred reais and forty centavos (R$57,981,300.40)

 

First Amendment:

– No change in value.

 

Second Amendment:

– Value: addition of four million, nine hundred and sixty thousand, nine hundred and eighteen reais and ten centavos (R$4,960,918.10).

 

Third Amendment:

– Value: addition of three million, one hundred and twenty-one thousand, one hundred and ninety-two reais and ninety-six centavos (R$3,121,192.96).

 

Consolidated Contract value:

Sixty-six million, sixty-three thousand, four hundred and eleven reais and forty-six centavos (R$66,063,411.46).

 

Reasons why the Companys management believes the transaction to be on an arms length basis or to provide for appropriate compensatory payment The Company’s management believes that said transaction, as amended, is on an arm’s length basis for the following reasons:

(i)   The transaction complied with 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”);

(ii)  The conditions agreed upon for this Contract are in line with market practices; and

(iii) A service provision contract was entered into based on the agreed-upon conditions, comprising: (a) general clauses similar to any agreement of the same type; (b) specific clauses related to the economic situation of the contract, with payment conditions reflecting the conditions agreed upon between Rodonorte and J. Malucelli, in accordance with the winning proposal, and other specific conditions related to the execution of the scope of the agreement.

 

Information on any participation of the counterparty, its partners or management in the Companys decision regarding the transaction or the negotiation of the transaction as representatives of the Company, describing said participations

 

CCR’s Board of Directors approved the signature of the Third Amendment by a majority vote.

 

With the abstention of Mr. João Francisco Bittencourt, appointed by shareholder Porto de Cima, all Board members present at Rodonorte’s Board of Directors approved the signature of the Third Amendment.

 

The related corporate documents are available on the websites of CCR, Rodonorte and the CVM.

 

 

São Paulo/SP, January 31, 2018.

 

 

CCR S.A.

ARTHUR PIOTTO FILHO

Investor Relations Officer