One of Brazil's largest intermodal logistics and infrastructure groups

EcoRodovias invests in the present and in the future, ensuring exports, imports and the circulation of goods in the domestic market.

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Corporate By-laws and Policies

Corporate By-laws

CHAPTER I - Name, Headquarters, Purpose and Duration

Article 1. Ecorodovias Infraestrutura e Logística S.A. ("Company") is a corporation ruled by these Bylaws, laws and applicable rules.

Paragraph 1. With the Company’s adhesion to the "Novo Mercado" of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado" and "B3", respectively), the Company, its shareholders, including controlling shareholders, managers and members of the Fiscal Council, if instated, are subject to the provisions of B3 "Novo Mercado" Listing Rules ("Novo Mercado Listing Rules").

Article 2. The Company is headquartered, domiciled and with jurisdiction at Rua Gomes de Carvalho, nº 1.510, conjuntos 31/32, CEP: 04547-005, Vila Olímpia, in the City and State of São Paulo.

Sole Paragraph. By resolution of the Board of Directors, the Company may open, maintain, transfer, extinguish and change the address of branches, offices, agencies, warehouses and logistic complexes and any other establishment, in any part of the country and abroad.
Article 3. The Company’s purpose is: (I) the direct or indirect exploration of concession of works and public utilities, specifically the execution, management and inspection of activities related to the operation, maintenance, improvement, enlargement and recovery of highways and related activities; (II) the exploration of logistics business, such as backyard, customs warehouses, distribution centers, port terminals, airport infrastructure, among others; (III) the rendering of advisory services, technical assistance and business management when related to the activities mentioned in the previous item; (IV) the performance of activities directly or indirectly connected with or related to the Company’s purpose, including imports and exports; and (V) the interest as partner, shareholder or quotaholder of other companies.

Article 3. The Company’s purpose is: (I) the direct or indirect exploration of concession of works and public utilities, specifically the execution, management and inspection of activities related to the operation, maintenance, improvement, enlargement and recovery of highways and related activities; (II) the exploration of logistics business, such as backyard, customs warehouses, distribution centers, port terminals, airport infrastructure, among others; (III) the rendering of advisory services, technical assistance and business management when related to the activities mentioned in the previous item; (IV) the performance of activities directly or indirectly connected with or related to the Company’s purpose, including imports and exports; and (V) the interest as partner, shareholder or quotaholder of other companies.

Article 4. The Company’s duration is indeterminate.

CHAPTER II - Capital Stock and Shares

Article 5. The capital stock is three hundred eighty-one million, fifty thousand, one hundred four reais and seven centavos (R$381,050,104.07), fully subscribed and paid-up, divided into five hundred fifty-eight million, six hundred ninety-nine thousand and eighty (558,699,080) non-par registered, book-entry common shares.

Paragraph 1. Each share issued by the Company entitles to one vote at the General Meetings.

Paragraph 2. All the Company’s shares are book-entry, held in deposit accounts, at a financial institution, on behalf of its holders, without the issuance of certificates.

Paragraph 3. The costs related to the deposit of book-entry shares at a financial institution, including those related to the transfer and registration may be directly charged from trustee to shareholder.

Article 6. Capital stock increases are authorized up to the limit of two billion reais (R$ 2,000,000,000.00), regardless of amendment to Bylaws, by resolution of the Board of Directors, which shall establish the issuance price and other conditions to issue, subscribe and pay for these shares.

Paragraph 1. Except for the cases provided for in the following paragraphs, at the proportion of the number of shares held, the shareholders shall have preemptive right in the capital increase subscription, and thirty (30) consecutive days is the term to exercise this right, as of the publication date of the Board of Directors Meeting to resolve on the Company’s capital stock increase.

Paragraph 2. Provided the authorized capital is respected, the Board of Directors may also: (i) deliberate on the issue of subscription warrants and convertible debentures; (ii) as per the plan approved by the general meeting, deliberate on granting call options or subscription rights to its managers, employees or individuals rendering services to the Company or its subsidiaries, pursuant to the plan approved by the general meeting, with exclusion of preemptive rights of shareholders in the grant or exercise of call options or subscription rights; and (iii) approve the capital increase through capitalization of profits or reserves, with or without bonus shares.

Paragraph 3. The issue of new shares, convertible debentures or subscription warrants, whose placement is conducted through sale on stock exchanges, public subscription or stock swap in a public tender offer, in accordance with articles 257 to 263 of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporation Law"), or in accordance with special laws on tax incentives, may occur without granting shareholders the preemptive right in subscription or with the reduction of the minimum period set forth in law for their exercise.

Paragraph 4.

Paragraph 4. The Company is forbidden to issue founder’s shares.

Paragraph 5. The Board of Directors shall resolve on the unsold shares not subscribed in a capital increase during the term stipulated for exercising the preemptive right, determining, before such shares are sold on the stock exchange, to the Company’s benefit, the apportionment of subscribed amounts, among shareholders who have expressed their interest in subscribing eventual unsold shares in the subscription list.

Article 7. The direct or indirect sale of the Company’s controlling power, both by means of a single operation and by means of successive operations, shall be contracted under the condition, that the buyer of the controlling power assumes to bring into effect a public tender offer for the shares of other shareholders, under the terms and conditions provided for by prevailing laws and "Novo Mercado" Rules, so that to ensure them an equal treatment to that given to the selling controlling shareholder.

Paragraph 1. The term, documentation and offering procedure mentioned in this Article shall be those required by Brazilian Securities and Exchange Commission (CVM) Rules applicable to public tender offers due to the sale of control effective on the date of referred Sale and "Novo Mercado" Rules.

CHAPTER III - Management

Article 8. The Company’s management bodies are: (I) the Board of Directors; and (II) the Board of Executive Officers.

Sole paragraph. The Managers shall remain in their offices until the investiture of their successors, unless if otherwise resolved at the General Meeting or by the Board of Directors, as the case may be.

Article 9. The management bodies compensation shall be established by the Company’s General Meeting.

Sole paragraph. The General Meeting may establish the global amount of the management’s compensation, and in this case, the Board of Directors shall resolve on the distribution among its members and the Board of Executive Officers.

Article 10. The Board of Directors shall be composed of, at least, five (5) and at most ten (10) sitting board members, all of them elected and removed from office as resolved at the General Meeting, and deputy members may also be elected, with combined two-(2) year terms of office, and re-election is authorized.

Paragraph 1. In the event of no re-election, the member of the Board of Directors shall remain in the full exercise of his/her duties until the investiture of the person elected to replace him/her.

Paragraph 2. Out of members of the Board of Directors, at least two (2) or twenty percent (20%), whichever is higher, shall be Independent Board members, as laid down by the "Novo Mercado" Rules, and the characterization of those appointed to the board of directors as independent members must be discussed and voted at the general meeting to elect them, also considering as independent board member(s), if the Company has a controlling shareholder, that one (those) elected as authorized by Article 141, Paragraphs 4 and 5 of Law 6,404 of December 15, 1976, as amended ("Law 6,404/76").

Paragraph 3. If in view of the calculation of the percentage referred to in the paragraph above, results in a fractional number of board members, it shall be rounded off to a whole number immediately higher.

Paragraph 4. The investiture of members of the Board of Directors shall be subject to the previous signature of instrument of investiture, drawn up in the Minutes book of the Board of Directors Meetings, which shall include their agreement with the arbitration clause referred to in article 31 of these Bylaws, according to the terms enacted by laws and in compliance with applicable legal requirements.

Paragraph 5. In the event of impediment or absence, the sitting Board member will be replaced with respective deputy, if any. In the event the sitting Board member position is vacant, due to decease or resignation, the respective deputy, if any, will replace him until the expiration of term of office. In the event of withdrawal with or without cause, the General Meeting shall elect his deputy. In other cases of vacant position, the new member shall be elected as resolved at the General Meeting.

Paragraph 6. The Board of Directors shall have one chairman and one vice-chairman, both elected as resolved by the majority of its members.

(i) In the event of impediment or absence of the Chairman of the Board of Directors, his duties shall be performed by the Vice-Chairman of the Board of Directors.

(ii) In the event of impediment or absence of the Vice-Chairman of the Board of Directors, his duties shall be performed by a Director to be elected by majority vote of the other sitting Directors.

Paragraph 7. The positions of chairman of the Board of Directors, vice-chairman of the Board of Directors and Chief Executive Officer or top executive of the Company cannot be cumulated by same person.

Paragraph 8. The Board of Directors, with a view to better assisting its discussions and resolutions, may be divided into committees, commissions or work groups, permanent or temporary, at least, an "Audit Committee", a "People Management and Governance Committee" and a "Investment, Finance and Risk Committee", preferably only composed of the Company’s board members. Nevertheless, board members may appoint, at the Board of Directors meeting, external specialists to attend the meeting as members of the committees, commissions or work groups, except that in this case the majority shall be composed of members of the Board of Directors.

Paragraph 9. The board member may be represented at the Board of Directors meetings by proxy granted to another board member, who on behalf of the grantor, shall exercise the voting right, observing Paragraph 5 of Article 11 hereof.

Paragraph 10. The member of the Board of Directors shall have flawless reputation and may not be elected, unless if exempted by the General Meeting, that member to: (i) hold position in an organization competing with the Company; and/or (ii) to have or represent conflicting interest with the Company’s interests.

Article 11. The Board of Directors shall meet every two months or whenever necessary as convened by its Chairman or any of its sitting board members.

Paragraph 1. The call notice, including date, time and venue, as well as a detailed specification of the matters to be discussed and resolved or only for discussion, shall be sent in writing to the board members, at least, seven (7) days in advance.

Paragraph 2. The quorum for instatement of the Board of Directors, in a first or second call shall occur by majority of members elected and in office of the Board of Directors, sitting or deputy members and the latter shall replace one sitting board member, pursuant to these Bylaws.

Paragraph 3. The resolutions of the Board of Directors shall always be taken by majority vote of attending members of the Board of Directors and each board member shall have one (1) vote at the Board of Directors meetings.

Paragraph 4. If all members of the Board of Directors attend the meeting, the call notice including the formalities and earliness required herein is not necessary and if all members agree, any matter under the scope of the Board of Directors may be purpose of discussion and resolution.

Paragraph 5. The Board of Directors meetings may be held via video conference or conference call and those board members participating at the meeting through these means shall be equally deemed as attending the meeting. The member to participate by means of video conference or conference call shall confirm his/her vote by means of written statement sent to the Chairman of the Board of Directors via facsimile or e-mail, immediately after the meeting.

Paragraph 6. Minutes of the Board of Directors meetings shall be drawn up, which shall be signed by everyone and recorded in the Minutes Book of the Board of Directors Meetings and whenever these meetings contain resolutions to produce effects before third parties and their extracts shall be filed at the appropriate Board of Trade and published.

Article 12. It shall be incumbent upon the Board of Directors: (I) to establish the general guidance of the Company’s businesses; (II) to elect and remove from office the members of the Board of Executive Officers and determine their duties, pursuant to the Company’s internal regulations and these Bylaws; (III) to inspect the management of Executive Officers, examining at any time, the Company’s books and documents, requesting information about the agreements executed or to be executed and any other acts; (IV) to convene the Annual General Meeting, within the four months following the end of the fiscal year, and whenever necessary, the Extraordinary General Meeting; (V) to render an opinion on the Management’s accounts and report; (VI) to approve: (a) acts or contracts implying obligation to the Company, on an individual or aggregate basis, in amount exceeding two million and five hundred thousand reais (R$2,500,000.00), when not provided for in the Business Plan; (b) acts or contracts implying the sale, leasing, rental or assignment, on a free-of-charge or onerous basis, as well as the execution of any acts resulting in encumbrances on any account of real properties or permanent assets, in amount equal to or exceeding one million reais (R$ 1,000,000.00), including shares, quotas or interests in other companies; (c) the "Business Plan", defined as Annual Budget, consisting of the planning of the Company’s and its subsidiaries’ activities and amendments; (d) follow-up reports of the Company’s and its subsidiaries’ business plans; (e) indebtedness, investments and capital expenses not estimated or exceeding those provided for in the Business Plan; (f) the signature, amendment or termination of highway concession agreements to which the Company is party or any of its subsidiaries; (g) the Company’s participation in public biddings; (h) the opening or closing of branches, offices or agencies of the Company, in Brazil or abroad; (i) the Company’s interest, as partner, shareholder or quotaholder, in other companies, as well as consortium or entering into a group of companies; (j) the depositary financial institution of shares and other securities issued by the Company; (k) the personnel policy, including compensation and profit sharing; (l) private pension plan; (m) the Company’s Internal Regulations and Code of Business Conduct; (n) the Company’s dividend policy; (VII) to resolve, within the limit of authorized capital, on the capital stock increase including the issuance of common shares, warrants or call option or common share subscription; (VIII) to appoint independent auditors and remove them from office and ratify the internal audit plan; (IX) to guide the Company’s voting at the General Meetings or Partners’ Meetings of its subsidiaries or company to hold voting right interest; (X) to examine and ratify, or not, the analyses and recommendations prepared by committees, commissions or work groups composed of the Board of Directors; (XI) to approve the execution of agreements between the Company or its subsidiaries and any of its shareholders or controllers of its shareholders or subsidiaries or associated companies of the Company’s shareholders or controlling shareholders, and any member of the Board of Directors may previously and appropriately request the preparation of an independent appraisal conducted by a specialized company that will review the terms and conditions of the engagement proposal and will analyze its accordance with the arm’s length conditions; (XII) to approve the execution of agreements between the Company and any corporation to which the Company is shareholder or quotaholder; (XIII) to decide on the acquisition of the Company’s shares to be held in treasury or canceled, as well as their resale or replacement on the market, including for the purpose of stock option plans, in accordance with rules of the CVM and the applicable legislation; (XIV) to recommend the terms and conditions of the Company’s stock option plans to a General Meeting and implement their regulations, as approved by said Meeting; (XV) agree or disagree with any public tender offer aiming the Company‘s shares through substantiated favorable or unfavorable opinion, released within fifteen (15) days as of the publication of the call notice for the public tender offer, which shall include, at least, (i) the convenience and the appropriateness of the public tender offer as to the interest of the Company and the group of its shareholders, including in terms of price and potential impacts on the liquidity of shares; (ii) the strategic plans revealed by offeror in relation to the Company; and (iii) alternatives to the acceptance of the public tender offer available in the market.

Article 13. The Company’s Board of Executive Officers is composed of, at least, six (6) and at most, eight (8) members residing in the country with the following designations: Chief Executive Officer; Highway Business Officer; Chief Financial Officer; Logistics Business Officer; Business Development Officer; Investor Relations Officer; People Management Officer; and Chief Legal Officer.

Paragraph 1. It shall be incumbent upon the Chief Executive Officer to seek growth, strategically manage the Company and its subsidiaries, conduct the business in general, enter into new businesses, represent the Company, design strategic planning, promote corporate policies, value business and maximize return to shareholders.

Paragraph 2. It shall be incumbent upon the Highway Business Officer to conduct the business relating to highway concession agreements and capture related synergy, as well seek its operations‘ growth by expanding its current activities and obtaining new businesses, with the support of the corporate structures. Moreover, the Highway Operations Officer is in charge of corporate engineering and technology within the EcoRodovias Group.

Paragraph 3. It shall be incumbent upon the Chief Financial Officer to provide EcoRodovias Group’s capitalization, self-sufficiency and financial management, as well as to establish financial market relations. Moreover, the Chief Financial Officer is in charge of the corporate economic and financial planning, finance and controllership within the EcoRodovias Group.

Paragraph 4. It shall be incumbent upon the Business Development Officer to engage in prospecting, development and support to the Highway Business and Logistics Business Officers with regards to new business and government authority relations.

Paragraph 5. It shall be incumbent upon the Logistics Business Officer to conduct logistics and related affairs and capture synergies, as well as to seek its operations’ growth by pursuing new businesses, with the support of corporate structures.

Paragraph 6. It shall be incumbent upon the Investor Relations Officer to manage the integrated financial communication program - investor relations, financial media and control agencies, as well as other institutions operating in the capital markets.

Paragraph 7. It shall be incumbent upon the People Management Officer to strategically manage staff, ensuring the availability of qualified persons, for aligned and motivated teams that support current operations and growth challenges. Moreover, the Personnel Management Officer is in charge of corporate personnel management within the EcoRodovias Group.

Paragraph 8. It shall be incumbent upon the Chief Legal Officer to provide legal advisory to the Company’s areas, preserve corporate security and coordinate all advisory and litigious area within the EcoRodovias Group.

Paragraph 9. The executive officers shall be elected and removed from office by the Board of Directors. The term of office is two (2) years, and re-election is authorized. The executive officer’s term of office shall be extended until the investiture of new member elected for the same position.

Paragraph 10. The executive officers investiture shall be subject to the previous signature of the instrument of investiture, drawn up in the Minutes Book of the Board of Executive Officers meetings, which shall include their agreement with the arbitration clause referred to in article 31 of these Bylaws, for the term enacted by laws and the compliance with other applicable legal requirements.

Paragraph 11. In absences and impediments of the Chief Executive Officer, his duties shall be performed by the Executive Officer appointed thereby. In absences and impediments of other executive officers, the Chief Executive Officer shall designate his substitute. In the event the executive officer position is vacant, the Board of Directors shall convene to elect the substitute.

Article 14. Each Executive Officer has full powers of administration and business management, within the limits of his duties in view of these Bylaws, internal regulations or resolution of the Board of Directors, observing the Company’s purpose, as well as legal and regulatory limitation periods.

Article 15. The Company’s representation, as plaintiff or defendant, in acts and businesses in general shall occur by means of: (I) two (2) executive officers’ joint signature, one (1) of which shall be the Chief Executive Officer or the Chief Financial Officer; (II) one (1) Executive Officer jointly signing with one (1) attorney-in-fact with special powers; or (III) two (2) attorneys-in-fact with special powers jointly signing.

Article 16. The Company may be represented by one (1) Executive Officer or one (1) attorney-in-fact with special powers, severally, in the following acts or businesses: (I) representation before the federal, state or municipal public administration, directly or indirectly, in the treatment of daily matters; (II) collection of the Company’s credits; (III) endorsement of bonds and instruments or deposit for credit to the Company’s behalf; (IV) the Company’s representation at the General Meeting or partners meeting of subsidiaries and other companies in which equity interest is held; (V) the Company’s representation in court or in administrative proceeding.

Article 17. The attorney-in-fact mentioned in items II and III of Article 15 and caput of Article 16 shall be granted a power of attorney by public or private instrument signed by two (2) Executive Officers, one (1) of which shall be the Chief Executive Officer or the Chief Financial Officer, and their powers shall be effective for a limited term, except for the assumption of proxy granted for legal purposes, which may be granted for an indeterminate term.

Article 18. The acts performed by Board Members, Executive Officers, attorneys-in-fact or employees involving business outside the scope of the Company’s purpose, including sureties, "aval" guarantees, endorsement or any guarantee not related to the Company’s purpose or that may conflict with these Bylaws shall be expressly prohibited and deemed null and invalid in relation to the Company.

CHAPTER IV - Fiscal Council

Article 19. The Fiscal Council, composed of three (3) members and equal number of deputy members, shall only operate in the fiscal years when it is instated by resolution at the General Meeting as per shareholder’s request, pursuant to laws.

Paragraph 1. The investiture of the Fiscal Council members shall be subject to the previous signature of instrument of investiture, drawn up in the minutes book of the Fiscal Council Meetings, according to the terms enacted by laws, which shall include their agreement with the arbitration clause referred to in article 31 of these Bylaws, as well as in compliance with applicable legal requirements. The Fiscal Council’s members, immediately after the investiture shall notify B3 about the amount and characteristics of securities issued by the Company to which they are holders, directly or indirectly, including derivatives.

Paragraph 2. The Fiscal Council’s members shall be replaced by respective deputies during their absences and temporary impediments, as well as in the event of vacancy in any of the positions.

Article 20. The General Meeting to elect the Fiscal Council‘s members shall establish their compensation and approve the body‘s internal regulations.

CHAPTER V - General Meeting

Article 21. The General Meeting shall hold an Annual General Meeting during the first four months after the end of the fiscal year and extraordinarily, whenever the Company‘s interests so require, to deliberate on the themes pertaining thereto, as per Law 6,404/76, and pursuant to the provisions herein and to the shareholders’ agreements duly filed at the headquarters, by means of call notice as provided for by laws.

Paragraph 1. Besides the exceptions provided for by laws, the General Meeting is instated in a first call, with the attendance of shareholders representing, at least, one fourth of the voting right capital stock and second call with any number.

Paragraph 2. The resolutions at the General Meeting shall be taken by majority vote of attending shareholders, besides the exceptions provided for by laws.

Article 22. The General Meeting shall be instated and chaired by the Chairman of the Board of Directors, or during his impediment or absence, the Vice-Chairman of the Board of Directors. In the event of absence or impediment of the Chairman and the Vice-Chairman of the Board of Directors, the Meeting shall be chaired by the attending shareholder elected by others. The Chairman of the Meeting shall appoint the Secretary.

Sole paragraph. The General Meeting shall be convened by the Board of Directors, pursuant to laws.

Article 23. In order to participate and take resolutions at the General Meetings, the shareholder shall submit his/her identification to the Company, as well as receipts of his/her condition as shareholder, by means of document provided by a financial institution appointed by the Company to manage his/her book-entry shares. For the purposes of resolution, changes in ownership positions occurred on the date of the General Meeting shall be disregarded.

Paragraph 1. The Company, when overseeing the regularization of documents related to the shareholder’s representation, shall adopt the good faith principle, assuming the statements rendered are accurate. Except for the non-presentation of the power of attorney, where applicable, and the receipt of share custody, when these are mentioned in the Company’s records as held by the custodian agent, no formal irregularity, such as the presentation of documents with copy or lack of certified copies shall be reason for impediment of shareholder‘s vote whose regularization of documents is questioned.

Paragraph 2. In the assumption of previous item, the votes of the discreditable shareholder shall be regularly calculated, and the Company, within five (5) business days subsequent to the General Meeting, shall notify the discreditable shareholder who, by means of definitive elements of proof subsequently obtained, evidenced that (i) the discreditable shareholder was not correctly represented at the General Meeting; or (ii) the discreditable shareholder did not hold on the date of the General Meeting, the amount of shares declared. In these assumptions, regardless of a new General Meeting, the Company shall disregard the votes of the discreditable shareholder, who shall be liable for losses and damages his/her acts have caused.

CHAPTER VI - Fiscal Year, Profits, Reserves and Dividends

Article 24. The fiscal year shall commence on January 1 and shall end on December 31 of each year, when the financial statements provided for by the applicable laws shall be drawn up.

Article 25. After legal deductions, the net income for the year shall have the destination resolved at the General Meeting, from proposal submitted by Management, after hearing the Fiscal Council, if it is operating.

Article 26. Shareholders are entitled to a mandatory dividend of at least, twenty-five per cent (25%) of the net income adjusted as provided for by Article 202 of Law 6,404/76.

Article 27. The Company, by resolution of the Board of Directors, may pay interest on capital, under the limits of law, which shall be attributed to the mandatory dividend referred to in the previous Article.

Article 28. The dividends not claimed within a three-(3) year period after the date when these were made available to shareholders shall revert to the Company.

Article 29. The Company, by means of majority resolution of members of the Board of Directors, may draw up interim, monthly, bi-monthly, quarterly or semi-annual balance sheets, and distribute the profits evidenced therein, which shall be carried to the account of profit verified in these balance sheets, as long as the total of dividends paid during the fiscal year does not exceed the amount of capital reserves referred to by Paragraph 1 of Article 182 of Law 6,404/76.

Article 30. Every net income not allocated, as provided for by laws, to the legal reserve, reserve for contingencies, profit retention estimated in capital budget approved at the General Meeting or unrealized profit reserves shall be distributed as dividends.

CHAPTER VII - Arbitration Court

Article 31. The Company, its shareholders, Management and members of the Fiscal Council, sitting members and deputy members (if applicable), hereby undertake to settle, by means of arbitration proceeding before the Market Arbitration Panel, pursuant to its regulations, any disputes that may occur between them, related to or arising from their condition as issuer, shareholders, managers and members of the fiscal council, mainly arising out of provisions contained in Law 6,385/76, Law 6,404/76, in the Bylaws, the rules enacted by the Brazilian Monetary Council, the Central Bank of Brazil or the CVM, as well as other rules applicable to the operation of the capital markets in general, besides those contained in the "Novo Mercado" Rules, other B3 Regulations and "Novo Mercado" Listing Agreement.

Paragraph 1. The Brazilian laws shall be the only one applicable to the merit of any and all controversy, as well as the execution, construal and validity of the arbitration clause mentioned above.

Paragraph 2. Without prejudice to the validity of this arbitration clause, urgent measures requested by parties before the creation of the Arbitration Panel shall be sent to the Judiciary Branch, pursuant to item 5.1.3 of the Arbitration Rules of the Market Arbitration Panel.

CHAPTER VIII - Deregistering as a Publicly-held Company

Article 32. In the public tender offer to be conducted by Controlling Shareholder or by the Company ("Offeror") for the Company’s deregistering as a publicly-held company, the minimum price to be tendered shall correspond to the fair value verified in the appraisal report prepared pursuant to applicable legal rules and regulations.

CHAPTER IX - Delisting from the "Novo Mercado"

Article 33. Delisting from "Novo Mercado" shall be preceded by a public tender offer that complies with the procedures established in the CVM regulations for public tender offers in case of deregistration as a publicly held company, in accordance with specific requirements of the "Novo Mercado" Regulation.

Sole Paragraph: The voluntary delisting from "Novo Mercado" may occur regardless of the public tender offer referred to in the head paragraph of article 33 if its waiver is approved by the general meeting, according to specific requirements of "Novo Mercado" Regulation.

Article 34. In the event of corporate restructuring involving the transfer of the Company’s shareholding base, the resulting companies shall request their adhesion to the "Novo Mercado" within one hundred twenty (120) days from the date of the general meeting that approved said restructuring.

Sole Paragraph: If the corporate restructuring involves resulting companies that do not intend to request adhesion to "Novo Mercado", the majority of holders of the Company’s outstanding shares attending the general meeting shall approve this structure.

Article 35. The Company’s mandatory delisting from "Novo Mercado" Rules depends on the materialization of the public tender offer, at least, by the shares fair value to be verified in appraisal report referred to by Article 32 hereof, observing the applicable legal rules and regulations.

CHAPTER X - General Provisions

Article 36. The Company shall be liquidated in the cases and as provided for by laws and the General Meeting shall elect the liquidator and approve his compensation.

Article 37. The Company is forbidden to receive loans on behalf of its controlling shareholders and parties related to its controlling shareholders.

Article 38. The Company shall comply with the shareholders’ agreements to be filed at its headquarters, and the members of the presiding board of the General Meeting or Board of Directors shall be expressly forbidden to compute the vote from any shareholder, signatory of the shareholders’ agreement duly filed at the Company’s headquarters discordant with the terms of said agreement, and the Company shall be expressly forbidden to accept and carry out the transfer of shares and/or encumbrance and/or assignment of preemptive right to the subscription of shares and/or other securities that do not comply with the provisions of the shareholders’ agreement.

Policies for Information Usage

Chapter I Objective and Scope

1.1- The trading and disclosure policies (Policies) are intended to provide investors, market analysts, the financial press and other interested parties the highest standards of transparency and reliability, by aligning the Company’s internal policy to good practices of conduct in the usage of information, disclosure of relevant acts or facts and the trading of securities issued by the Company.

1.2 - The Policies must compulsorily be observed by (i) controlling shareholders; (ii) management; (iii) members of the Fiscal Council; (iv) members of other bodies having technical or advisory functions at Ecorodovias; and, (v) all other group employees and executives, as well as service providers with any access to relevant information.

1.3- The above-mentioned persons must sign the respective Terms of Adhesion to the Policies, as laid down by Art. 16, Sec. 1, of CVM Instruction 358/02 which is annexed to these Policies as Annex I, which will be held on file at Ecorodovias headquarters while such persons remain with the Company and for at least five years after their departure.

1.4- Any other person whom the Company, by its own judgment, deems necessary must also adhere to these Policies, by signing the Terms of Adhesion.

1.5- The company will maintain, at its headquarters, an updated list of persons who have signed the Terms of Adhesion, including their respective qualifications, position or function, address, the Corporate Taxpayers’ Register Number (CNPJ) or Individual Taxpayers’ Register (CPF), (both issued by the Ministry of Finance.

Chapter II Principles

2.1 - The persons referred to in item 1.2 of Chapter I of these Policies must carry out their functions in the best interest of the Company, always in strict observance of the following principles:

2.1.1- Values. To model their conduct on the values of good-faith, loyalty and truth.

2.1.2- Social Responsibility. To observe Ecorodovias’ social responsibility, especially to investors, employees, and the community in which the Company operates.

2.1.3- Efficiency. To ensure that the competition between investors for better returns is based on the analysis and interpretation of disclosed information and not on access to privileged information.

2.1.4- Transparency. To keep transparent all information relative to Ecorodovias, disclosing it in timely and accurate manners, so that it becomes a tool for assuring fair treatment to the investing public and Company shareholders.

2.1.5- Uniform Relations. To maintain a uniform relationship with participants and opinion makers in the securities market.

2.1.6- Correct Disclosure of Information. To ensure the accuracy, completeness and continuity of Ecorodovias information that is disclosed relative to the financial condition of the Company, as well as to ensure that this disclosure is done by the officers charged with this function and in the ways prescribed in these Policies and prevailing regulations.

Chapter III Policy for the Use of Information and Disclosure of Relevant Act or Fact

Section I Relevant Act or Fact

3.1- The primary responsibility for the communication and disclosure of a Relevant Act or Fact to the CVM, to Bovespa and, if necessary, to the Stock Exchanges and the over-the-counter securities market, lies with Ecorodovias’ Investor Relations Officer, in accordance with this Policy and current legislation.

3.2- The persons mentioned in item 1.2 of Chapter I of these Policies must communicate any Relevant Act or Fact of which they have knowledge to the Investor Relations Officer.

3.3- In the case of omission by the Investor Relations Officer in fulfilling his or her duty to disclose a Relevant Act or Fact (when conditions for secrecy, as set forth in Art. 6 of CVM Instruction 358/02, are not met), the persons mentioned in item 1.2 of Chapter I of these policies that have personal knowledge of the Relevant Act or Fact and establish the omission can only avoid accountability if they immediately communicate the Relevant Act or Fact to the CVM.

3.4- According to Art. 155, Sec. 1 of Law 6404/76 and Art. 2 of CVM Instruction 358/02, a "Relevant Act or Fact" is defined as (a) any decision by controlling shareholders, resolution of a general meeting or by administrative boards of the Company; or (b) any act or fact of a policy, management, technical, business or financial-economic nature occurred or related to the Company’s business or that may have a significant effect on:

a) the quotation of Company securities;
b) the decision of investors to buy, sell or hold securities; or
c) the decision of investors to exercise any rights inherent in their capacity as holders of Company securities.

3.5- Examples of Relevant Acts and Facts are given in Art. 2 of CVM Instruction 358/02. However, events related to the Relevant Act or Fact will be evaluated in such a manner that the market does not trivialize their disclosure, affecting the quality of analysis of the prospects of Ecorodovias.

Section II Disclosure of Relevant Act or Fact

3.6- The disclosure of a Relevant Act or Fact should occur, whenever possible, before the beginning or after the close of trading on the Bovespa and, where applicable, on the Stock Exchanges and on the over-the-counter securities market. If there is a schedule incompatibility, the Brazilian market schedule takes precedence.

3.7- The Investor Relations Officer, after consultation with the Chief Financial Officer and the Chief Executive Officer of Ecorodovias, must:

a) release and disclose the Relevant Act or Fact occurred or related to the Company’s business immediately after its occurrence;
b) disclose simultaneously to the market the Relevant Act or Fact to be conveyed through any means of communication; and
c) evaluate the need to request, always simultaneously, from the Bovespa and, if necessary, from the Stock Exchanges and the over-the-counter securities market, the suspension of trading on securities for the period of time needed to adequately disseminate the Relevant Information, if it is imperative that the disclosure of the Relevant Act or Fact happen during trading hours.

3.8- Information pertaining to the Relevant Act or Fact must be released simultaneously to the CVM, Bovespa and the Stock Exchanges, and, if applicable, over-the-counter securities market.

3.9- The disclosure of a Relevant Act or Fact involving the Company should be done through publication in the widely circulated newspapers habitually used by the Company.

3.9.1- The Company may opt to disclosure Relevant Acts or Facts in summary form in newspapers, by including the minimal details necessary for its understanding. In these cases, the publications must indicate the Internet address (URL) at which the complete information will be made available to all investors, with the contents being at the least the same as those sent to the CVM, Bovespa, Stock Exchanges and the over-the-counter securities market.

Section III Secrecy Duty

3.10- The persons mentioned in item 1.2 of Chapter I of these Policies will have the obligation to:

a) maintain secret information pertaining to a Relevant Act or Fact to which they have access until its release to the market, and
b) ensure that privileged employees and third parties do the same.

3.11- Any employee who has questions regarding the relevance of any Act or Fact should contact the Investor Relations Officer for clarification.

3.12- In exceptional cases in which the disclosure of a Relevant Act or Fact may put the legitimate interests of the Company at risk, non-disclosure will be a matter for decision by the Company’s Board of Directors and Controlling Shareholders.

3.13- Even if the Company’s Board of Directors and Controlling Shareholders decide not to disclose a Relevant Act or Fact, it is their duty to immediately communicate the Relevant Act or Fact directly or through the Investor Relations Officer, if the information leaks or in the case of an atypical fluctuation in the quotation, price or traded volume of the Company’s securities.

3.13.1- In exceptional cases, the Company’s Board of Directors and Controlling Shareholders may inform the CVM of their decision to keep secret Relevant Acts or Facts whose release may pose a risk to the legitimate interests of the Company.

Chapter IV Securities Trading Policy

Section I Securities Holding

4.1- The persons mentioned in items (ii), (iii) and (iv) of item 1.2 of Chapter I of these Policies must disclose if they are holders of securities issued by Ecorodovias, its publicly-held subsidiaries or holding companies, whether in (i) their own name, by (ii) their spouse, from whom they are not legally separated, by their (iii) companion, by (iv) any dependent included in their annual income tax declaration or by (v) corporations directly or indirectly controlled by the persons referred to in items (ii), (iii) and (iv) of item 1.2 of Chapter I of these Policies, as well as any changes in their holding of such securities.

4.2- This notice should be submitted to the Investor Relations Officer, who will, as circumstances require, submit it to the CVM, Bovespa and, if necessary, to the Stock Exchanges and the over-the-counter securities market, as indicated in the form included as Annex II of this Policy.

4.3- This notice must be made by the respective securities holders:

a) immediately upon taking a job position, and
b) within 10 days after the end of the month in which there is any change in the securities held, indicating the balance for the period.

Section II Acquisition or Sale of Significant Shareholding Stake

4.4- The persons mentioned in item 1.2 of Chapter I of these Policies, acting alone or together, or representing a common interest, must, through the Investor Relations Officer, disclose to the CVM, Bovespa, to the Stock Exchanges and the over-the-counter securities market, as modeled on the form included as Annex III of this Policy as well as through publication in the widely circulated newspapers habitually used by the Company, any information regarding the acquisition or sale of Significant Shareholding Stake, immediately upon acquiring such stake, as well as any time when the stake rises by 5% (five percent)

4.5- The persons mentioned in item 1.2 of Chapter I of these Policies must report, through the Investor Relations Officer, the sale or cancellation of shares, or of rights to them, any time in which the sale or cancellation of these corresponds, directly or indirectly, to 5% or more of the shares making up Ecorodovias’ capital stock.

Section III Restrictions on Trading and Periods of Non-trading

4.6- Related Persons, for restrictions and periods of non-trading treated in this section, are persons that have indicated adhesion to these Policies by signing the Terms of Adhesion referred to in item 1.3 of Chapter I.

4.7- Prior to public disclosure of any Relevant Act or Fact, in accordance with the terms of the Information Use and Disclosure of Relevant Act or Fact Policy of Chapter III, the provision of securities investment advice or assistance by Related Persons having knowledge of the Relevant Act or Fact and/or the date of its disclosure is prohibited.

4.8- Trades made directly or indirectly by Related Persons are included in the restrictions mentioned in item 4.7 above., except those made by investment funds in which those Related Persons are quota holders, as long as they are not exclusive investment funds or investment funds whose administrator or portfolio manager’s trading decisions are directly influenced by Related Persons.

4.9- Related Persons must ensure that those with whom they maintain business or professional relationships or relationships of confidence do not trade securities when they have access to undisclosed Relevant Acts or Facts. Therefore, Related Persons should make every effort to make sure that persons with access to Relevant Acts and Facts sign the Terms of Adhesion.

4.10- Trading of securities issued by the Company by Related Persons will be prohibited during any period of acquisition or sale of Company-issued shares, or in the event that a contract to transfer shareholding control of the company has been signed, or if an option or mandate for that purpose has been given, or if there is any intention to promote incorporation, partial or total split-off, merger, corporate transformation or restructuring of the Company.

4.11- The restrictions on trading securities must be observed by Related Persons until the disclosure of the Relevant Act or Fact to the public. However, such restrictions will be maintained, even after the disclosure of the Relevant Act or Fact, if potential trading in securities may interfere with the act or fact associated with the Relevant Act or Fact, to the detriment of the Company or its shareholders,

4.12- Even after public disclosure, the Relevant Act or Fact should continue to be treated as if it had not been disclosed until a reasonable period of time has passed in which the market has had time to receive and understand the Relevant Act or Fact.

4.13- Related Persons must abstain from making any securities trades (i) during the 15 (fifteen) day period that precedes the disclosure of quarterly (ITR) and annual (DFP and IAN) information required by the CVM; (ii) between the date of resolution of the competent body to increase capital stock, pay dividends and interest on capital, and the publication of the respective announcements.

4.14- Related Persons that leave management positions with the Company prior to the disclosure of a Relevant Act or Fact that originated during their term may not trade securities until (i) the end of the six-month period following their departure; or (ii) the public disclosure of the Relevant Act or Fact.

Chapter V General Provisions

5.1- Ecorodovias will not comment on rumors, but will respond to any question by informing that there will be no comment.

5.2- The need for making a pronouncement, confirming or denying reports, in the case of rumors that affect the price or volume of securities issued by the Company, will be considered and decided by the Ecorodovias Executive Board.

5.3- The Investor Relations Officer of Ecorodovias is responsible for executing and enforcing the Company’s Disclosure and Trading Policies.

5.4- Any amendment to these Disclosure and Trading Policies must be reported to the CVM and to the Stock Exchanges. The Policy may not be altered when an undisclosed Relevant Act or Fact is pending.

5.5- These Disclosure and Trading Policies will go into effect the day they are approved by the Board of Directors and will remain in effect for an undetermined period, until there is a resolution from the Board to the contrary.

5.6- The provisions contained herein do not annul the responsibility, as determined by law and regulations, of third parties who are not directly related to Ecorodovias and who have knowledge of a Relevant Act or Fact and proceed to trade in securities issued by the Company.

Dividend Policy

Dividend Policy

EcoRodovias believes that defining a clear dividend policy is part of its commitment to good corporate governance practices, ensuring good treatment of minority shareholders and aligning the interests of all shareholders.

EcoRodovias’ dividend policy provides for the payment on an annual basis of a minimum amount equivalent to 50% (fifty percent) of its adjusted net income, calculated in accordance with Article 189 of Federal Law 6,404 of 1976, as amended ("Brazilian Corporation Law"). This distribution may be in the form of dividends and/or interest on equity.

The approval of this dividend distribution policy will not prevent EcoRodovias from declaring dividends and/or interest on equity in amounts below 50% (fifty percent) of its adjusted net income when required by restrictive clauses in contracts with creditors or concessionaires, legal provisions or the Company’s financial conditions, including due to circumstances that would compromise the maintenance of its good credit ratings or potential acquisition plans. The Board of Directors of EcoRodovias may also approve the payment of interim dividends based on the net income determined by the monthly, bimonthly, quarterly or semiannual financial statements. EcoRodovias’ dividend policy does not affect the rights of its shareholder to receive the mandatory dividend of 25% (twenty-five percent) of adjusted net income, in accordance with the Company’s bylaws, which will continue to represent the minimum level of remuneration.

The process for determining dividends begins with the Board of Executive Officers suggesting to the Board of Directors the amount to be distributed in the period. The Board of Directors then determines the terms of the proposal for the allocation of net income to be submitted to the Shareholders’ Meeting for approval, after considering the Company’s strategic plan, investment plans, maintenance of economic and financial health and the recommendations of the Audit Committee, which is responsible for a detailed analysis of the proposal for distribution of net income made by the Board of Executive Officers. Finally, the declaration of annual dividends is deliberated on by the Annual Shareholders’ Meeting of EcoRodovias, requiring approval by a majority of votes of its shareholders. After complying with these premises, EcoRodovias may pay additional dividends if the Board of Directors decides that these payments will lead to a more efficient and appropriate capital structure. EcoRodovias may revise, change or cancel its dividend policy any time by a new resolution of its Board of Directors.

Related Parties Policy

1. Objective and Application

This Policy establishes the criteria for contracting related parties to carry out works and provide services, as well as supply materials and inputs under the investment and special highway maintenance programs related to the Subsidiaries or Business Units of the EcoRodovias Group.

The EcoRodovias Group contracts Related Parties, in line with market conditions and practices, on an arm’s length basis. In this regard, this Policy aims to ensure that all decisions involving related parties are taken in accordance with the interests of EcoRodovias and its shareholders, and applies to all administrators of the Company and its subsidiaries.

2. Definition of Related Parties

Related parties are individuals or legal entities that the Company may contract under conditions other than those of the autonomy that characterizes transactions of third parties to the Company.

The Bylaws of EcoRodovias Infraestrutura e Logística S/A, the holding company of EcoRodovias Concessões, establish that it is incumbent upon the Board of Directors: to approve the execution of agreements between the Company or its subsidiaries and any of its shareholders or controllers of its shareholders or subsidiaries or associated companies of the Company’s shareholders or controlling shareholders, and any member of the Board of Directors (including independent members) may previously and appropriately request the preparation of an independent appraisal conducted by a specialized company that will review the terms and conditions of the engagement proposal and will analyze its accordance with the arm’s length conditions.

3. Hiring of Related Parties in Works and Service Programs

Related Parties may be included in agreements for the execution of certain works, services, and the supply of raw materials and inputs defined in the Units’ investment programs, in accordance with the Concession Agreements or Business Plan, such as:

  • Construction works, services and supply of materials and inputs related to the Business Plan in the areas of infrastructure and logistics, as well as to expansion and improvement programs;
  • emergency works due to risks of loss of infrastructure and/or revenue;
  • special pavement maintenance services;
  • construction works with special deadlines and conditions, resulting from specific requests and negotiations of the Highway Concessionaire with the government;
  • etc.

4. General Criteria for the Participation of Related Parties in the Concessionaires‘ Works and Service Programs

a) Related Parties will receive an Invitation describing the works, services, and the supply of materials and inputs pertaining to the programs mentioned in item 3 above.

b) The contracting Unit shall include, among the applicable definitions, the form of contracting intended and other relevant information (projects, rules, etc.), as well as the interim and final deadlines for the works and/or services.

c) The works shall be appraised by the Related Parties in accordance with the form of contracting presented by the Unit. The agreements will be formalized only if they meet the following requirements:

i) Compliance with the projects and specifications set forth by the Unit;

ii) Compliance with budget requirements for the project, determined by the Unit and presented in a separate spreadsheet included in the projects and specifications, containing:

a) the list of services included in the project;

b) volume of services;

c) prices;

d) physical and financial schedule.

iii) Make a reference to Service Specifications or Project Instructions in accordance with the criteria established by the Approving Authority (in the absence of Approving Authority, those of EcoRodovias will be considered) for adopting the services and measurement criteria (E.g.: Caderno de Encargos of the São Paulo State Highways Department (DER-SP), etc.);

iv) Make a reference to the Price List in accordance with the criteria set forth by the Approving Authority for institutions recognized in the market for carrying out infrastructure and logistics works (E.g.: Tabela de Preços of DER-SP, etc.), or a list provided by the EcoRodovias Group or the Unit;

v) If the price of any item is not found in said Lists or some service specification is not applicable, the Unit shall adopt other references, or present its own description and specifications, which must be duly detailed and in compliance with the applicable Technical Standards;

vi) Related Parties shall accept the financial and physical schedule and compulsorily meet the interim and final deadlines established by the Concessionaire;

vii) For works with deadline longer than one year, there shall be a contractual adjustment based on an industry-specific index, in accordance with market practices;

viii) Any additional works, higher volumes or variations in the project, whose value exceeds 20% of the initial contracted amount shall be analyzed and submitted to the Board of Directors of EcoRodovias and/or the contracting Concessionaire, as the case may be.

ix) Related Parties may submit alternative methodologies or component solutions for the project, which shall be presented in a timely manner by the Related Parties and may be implemented only with the Unit’s consent in accordance with the principles established in this Policy.

d) There will be a phase for preliminary evaluation and negotiation of scope, prices, and deadlines to allow the Related Parties to present a formal proposal.

5. Additional Provisions

As in other agreements entered into by the EcoRodovias Group, agreements with related parties are systematically submitted to the Company’s regular internal and external auditors and the findings are reported to the Audit Committee of EcoRodovias’ Board of Directors.

In addition, all agreements with related parties, including the amounts and conditions, are included in the information disclosed to the market.

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