NOTICE ON RELATED-PARTY TRANSACTIONS
ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A.
Publicly Held Company
Corporate Taxpayer (CNPJ/MF) ID 04.149.454/0001-80
Company Registry (NIRE): 35.300.181.948
ECORODOVIAS INFRAEST RUTUR A E LOGÍSTIC A S.A. ("Company"), in accordance with CVM Resolution 80, hereby announces to its shareholders and the market the following transaction between related parties:
Name of related parties and | - Concessionária Ecovias do Cerrado S.A. (" Ecovias do Cerrado" | ||||
relations with company | or " Principal"): indirect subsidiary of the Company; | ||||
- CBB Indústria e Comercio de | Asfaltos | e | Engenharia | Ltda. | |
("Distributor Contracted") and TB Transportadora de Betumes | |||||
Ltda. (" Carrier Contracted" and jointly | with the Distributor | ||||
Contracted , "Contractors"). | |||||
The Contractors are directly and indirectly controlled by Mr. | |||||
Cesar Beltrão de Almeida (" Cesar") and Ms. Cristiane Maria | |||||
Bonetto de Almeida, his spouse | |||||
Cesar, Denise Beltrão de Almeida Cassou, Marcelo Beltrão de | |||||
Almeida, Maria Fernanda Beltrão de Almeida (Cesar, " Denise", | |||||
"Marcelo" and "Maria Fernanda" together | "Non-controlling | ||||
shareholders") jointly hold 16.2% direct and indirect interest in | |||||
the capital stock of the Company. | |||||
Object of the Agreement | The purpose of the Supply Materials Agreement (" Agreement") | ||||
is the supply and transportation, by the Contractors and | |||||
Principal, of the following products: Diluted asphalt CM-IMPRIM, | |||||
Petroleum Asphalt Cement ("CAP") 50/70, Rubber Modified | |||||
CAP, RC-1C- E Asphalt Emulsion and RR- 1C Emulsion. | |||||
Main Terms and Conditions | Duration: March 1, 2024 to June 1, 2027. | ||||
Delivery deadline: March 1, 2024 to March 1, 2027. | |||||
Total contract amount: sixty million, one hundred ninety- eight | |||||
thousand, two hundred four reais and thirty -three centavos (R$ | |||||
60,198,204.33), with a total estimated amount of fifty- two | |||||
million, six hundred six thousand, five hundred twenty -eight | |||||
reais and three centavos (R$ 52,606,528.03) related to the | |||||
supply of materials to be billed by the Distributor Contracted, | |||||
and the total estimated amount of seven million, five hundred | |||||
ninety-one thousand, six hundred seventy-six reais and thirty | |||||
centavos (R$ 7,591,676.30), related to freight services and toll | |||||
tariffs to be billed by the Contracted Carrier. | |||||
Prices of products and freights will be adjusted according to the | |||||
formula below, and always upon proof of the occurrence of the | |||||
adjustment factor: | |||||
Products: The portion of the price corresponding to CAP will be | |||||
adjusted by the official index of CAP and will follow the same | |||||
effective dates of adjustments and percentages defined by | |||||
PETROLEO BRASILEIRO S.A. - PETROBRAS and the portion | |||||
corresponding to the costs of other input s and the operation will | |||||
be adjusted every 12 months, | 100% | by | the IPCA | index |
calculated by the Brazilian Institute of Geography and Statistics | |||||
(IBGE); considering the date of signing of the Agreement as the | |||||
baseline date. | |||||
Freight: 50% of the portion of freight will be renegotiated on a | |||||
quarterly basis based on the variation in the average resale price | |||||
of Diesel S10 - Brazil- ANP, since the accumulated percentage | |||||
index of this variation, from the last freight adjustment to the | |||||
assessment date, be equal to or greater than 5% positive or | |||||
negative; the other 50% of the freight will be adjusted every 12 | |||||
months by 100% of the accumulated IPCA calculated by IBGE, | |||||
considering as the date of signing of the Agreement as the | |||||
baseline date. | |||||
Reasons | why | the | Company's | Management considers that the transaction was made at an | |
management | considers | the | arm's length basis, because (i) the rules established in the | ||
transaction was made at an arm's | Policy on Related - Party Transactions, as available on the | ||||
length | basis | or | establishes | Company's Investor Relations website , were followed; and (ii) | |
adequate compensation | the contractual conditions are in accordance with market | ||||
practices (e.g., general clauses usually adopted in agreements | |||||
signed by the Company for the type of contract and nature of the | |||||
obligations) . | |||||
Information | on | possible | The Company informs that the Agreement was submitted to and | ||
participation by the counterparty, | approved by the directors of the Company, with abstentions by | ||||
its partners or managers in the | the directors Marco Antônio Cassou and Eros Gradowski Junior. | ||||
Company's | decision -making | ||||
process regarding the transaction | Subsequently, the Agreement was discussed and approved at a | ||||
or in negotiations relating to the | meeting of the Board of Directors of Ecovias do Cerrado. | ||||
transaction as representatives of | |||||
the Company, | describing | such | |||
participation |
São Paulo, March 1, 2024.
Marcello Guidotti
CEO and Investor Relations Officer 55 (11) 3787 2612 / 2674 / 2681 invest@ecorodovias .com .brhttps://ri.ecorodovias.com .br/
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EcoRodovias Infraestrutura e Logística SA published this content on 01 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2024 22:22:32 UTC.