EcoRodovias Infraestrutura e Logística S A : Material Fact - Restricted Offering

MATERIAL FACT

ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A

Publicly-Held Company with Authorized Capital

Corporate Taxpayer's ID (CNPJ/ME) No. 04.149.454/0001-80

Corporate Registry (NIRE) No. 353.001.819.48

ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A. (the 'Company'), in compliance with Article 157, paragraph 4, of Law No. 6,404, of December 15, 1976, as amended, and with the regulations issued by the Brazilian Securities and Exchange Commission (the 'CVM'), in particular CVM Instruction No. 358, of January 3, 2002, as amended, and in addition to the material facts disclosed on March 11, 2021 and July 31, 2020 (the 'Material Facts'), hereby informs its shareholders and the market in general that it is studying the possibility of launching a primary and secondary offering of shares (the "Potential Offering"). For that purpose, the Company is engaged in preparatory works together with certain banks and their advisers that are helping in the analysis and setting of the Potential Offering terms.

The Potential Offering, as any other transaction of this type, is subject to obtaining the necessary approvals, including the applicable corporate approvals, and also depends on favorable political and macroeconomic conditions and the interest of investors, among other factors, which are beyond the Company's control. If duly launched, the Potential Offering will be conducted in accordance with the applicable laws and regulations.

Any information contained herein shallnot be transmitted,disclosed,distributed or disseminated in the United States. The Potential Offering, if and when consummated, has not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any other U.S. federal or state securities laws, and such securities may not be offered, sold, pledged or otherwise transferred in the United Statesor to U.S. persons,unlesssuchoffer or saleis exempt from, or not subject to, registration under the Securities Act and any applicable securities laws of the states of the United States.

This Material Fact is for informative purposes only and is not intended to be published or distributed, directly or indirectly, in the United States or in any other jurisdiction and should not, under any circumstances, be considered and/or construedas an investment recommendation or an announcement of a public offering of any securities issued by the Company. Accordingly, this material fact notice does not constitute an offer to sell, or a request or an offer to purchase the Company's securities 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.

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The Company will keep its shareholders and the market in general duly informed of any developments or approvals regarding this theme, subject to the restrictions contained in the rules issued by the Brazilian Securities and Exchange Commission and the applicable legislation.

Any communications to shareholders and to the market in general related to the Potential Offering will be disclosed by means of a material fact or a notice to the market on the CVM (https://www.gov.br/cvm/pt-br), the B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br/pt_br/), and the Company (https://ri.ecorodovias.com.br/) websites.

São Paulo, May 28, 2021

Marcelo Guidotti

Chief Financial and Investor Relations Officer

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