This remote voting form (“Voting Ballot”) shall be filled out if the shareholder of Ecorodovias Infraestrutura e Logística S.A. (“Shareholder” and “Company”) decides to exercise the right to vote by remote voting, pursuant to Brazilian Securities and Exchange Commission (“CVM”) Resolution No. 81, dated as of March 29, 2022, as amended (“CVM Resolution 81”), at the Annual General Shareholders Meeting to be held on April 17, 2024, at 2:30 PM, at the building of the Company’s headquarters located in the City of São Paulo, State of São Paulo at Rua Gomes de Carvalho, n° 1.510, 14th floor (“AGM”).
In order for this Voting Ballot to be deemed valid and for the votes cast herein be computed in the AGM quorum, it is crucial that:
(i) all sections are duly and manually filled in, with legible handwriting, including the full name (or corporate name, if a legal entity) of the Shareholder and the CPF or CNPJ number, as well as an e-mail for any contacts;
(ii) all pages are initialed by the Shareholders; and
(iii) the Shareholder or it(s) legal representative(s), as the case may be, pursuant to the applicable laws, signs at the end of the Voting Ballot.
The Company will require authentication of the signatures on the Voting Ballots executed in Brazil and the sworn translation, notarization and apostille of those executed outside the country, as provided by law.
The Company clarifies that all relevant documents and information related to the points included in the AGM agenda and related to the participation in the AGM are available to the Shareholders at the Company’s headquarters and on the Company’s website (www.ecorodovias.com.br/ri), as well as at the CVMs website (www.gov.br/cvm/en) and at B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br), pursuant to Brazilian Law No 6,404, of December 15, 1976, as amended (“Brazilian Corporation Law”), and CVM Resolution 81.
The Shareholders that choose to participate in the AGM by the Voting Ballot may:
i. transmit the instructions for completing the Voting Ballot to their respective custody agents, if the shares are deposited with a central depository, or to Itaú Corretora de Valores S.A., as the financial institution contracted by the Company to provide bookkeeping services, if the shares are not deposited with a central depository; or
ii. fill in and send the Voting Ballot directly to the Company, as follows.
1. Transmission of the filling instructions of the distance voting ballot to the custodians or to the bookkeeping agent
If the Shareholders choose to send the filling instructions to the custodians or to the bookkeeping agent, they shall observe the rules established by them, as follows.
Shareholders with book-entry shareholding position: may exercise remote voting through the bookkeeping agent. Voting instructions must be sent via Itaú Assembleia Digital website. To vote through the website, it is necessary to register and have a digital certificate. Information about registration and process of issuing the digital certificate is described on the website https://assembleiadigital.certificadodigital.com/itausecuritiesservices/artigo/home/assembleia-digital.
Shareholders with a shareholding position in a custodian institution/brokerage house: shall check the procedures for voting with the custodian institution of the share.
Shareholders with shares held in custody at more than one institution: (ex: part of the shares is held in the books of the bookkeeping agent and another part with a custodian, or shares are held in custody at more than one custodian institution) just send the voting instruction to only one institution, the vote will always be considered by the Shareholders total number of shares.
2. Submission of the distance voting ballot directly to the Company
If the Shareholder chooses to send the voting instructions directly to the Company, he/she/it shall send the original version of the Voting Ballot duly filled, initialed on all pages and signed (including via the Brazilian Public Key Infrastructure-ICP-Brasil) to the e-mail votoadistancia@ecorodovias.com.br, with a copy of the documents listed below, requiring sworn translation, notarization, consularization and/or apostille (as applicable):
i. updated certificate issued by the custodians or to the bookkeeping agent in the last 3 days prior to the submission of the Voting Ballot; and
ii. the certified copies of the following identity documents:
a. individuals: identification document with photo (Identity Card, Foreign National Registration, Drivers license, passport or professional identification card officially accepted) of the Shareholder or its legal representative, when represented by an attorney-in-fact, and certified copy of the document evidencing the signatory’s powers, as applicable;
b. legal entities: identification document with photo (as listed in item a) of the legal representatives, and certified copy of the last restated bylaws or articles of association and of the corporate documents evidencing the legal representation; and
c. investment funds: identification document with photo (as listed in item a) of the legal representatives, and certified copy of the last restated fund’s bylaws and of the bylaws or articles of association of its administrator or manager, as the case may be, in addition to the corporate documents evidencing the legal representation.
The Company clarifies that, exceptionally for this AGM, the Company will dismiss the need to send the hard and certified copies of the Shareholders representation documents to the Company’s headquarters, being enough sending scanned copies of the original documents or of the authenticated copies of such documents to the e-mail indicated above, containing the signature of the grantor in the power of attorney to represent the Shareholder, the notarization, the consularization, the apostille and the sworn translation of all the documents evidencing the Shareholder’s legal representation.
Shareholders that holds 1.0% of the Company’s issued shares with rights to vote may include candidates to the Fiscal Council, on the Voting Ballot within 25 days prior to the date of the AGM, that is, until 11:59 PM of March 23, 2024.
The Voting Ballot and the supporting documents shall be sent to the Company up to 7 days prior to the AGM´s date, that is, until 11:59 PM of April 10, 2024 (inclusive). Any Voting Ballot received by the Company after this date will be disregarded.
The Company will inform the Shareholder, within 3 days of the receipt of the Voting Ballot, if the documents received are satisfactory for the votes to be considered valid or, if necessary, the procedures and deadlines for any rectification or resubmission of the Voting Ballot, being certain that any rectification or resubmission must be made up to 7 days prior to the AGM´s date, that is, until 11:59 PM of April 10, 2024 (inclusive).
Pursuant to Article 31, §2 of the CVM Resolution 81, the Company informs that it doesn’t provide electronic system to receive the Voting Ballot and remote participation during the AGM. For further information and instructions, please refer to the Management’s Manual.
3. General Information
If conflicting voting instructions are identified and the Shareholder doesn’t resolve the conflict in a timely manner, the voting instruction for the matter deemed to be conflicting will be disregarded.
If the Shareholder sends more than one Voting Ballot, in order to avoid that his/her/it voting instruction may be considered conflicting, it is recommended that he/she/it forward the eventual new instruction to the same service provider previously used.
If the Shareholder, after transmitting the voting instruction or sending the Voting Ballot, chooses to participate in the AGM (in person or by proxy), the remote voting instruction may be disregarded, as requested.
Address: Rua Gomes de Carvalho, nº 1.510, Conjuntos 31/32, Vila Olímpia
04547-005, São Paulo/SP – Brasil
E-mail: votoadistancia@ecorodovias.com.br
Phone number: (11) 3787-2667
Attn: Investor’s Relations Department
ITAÚ CORRETORA DE VALORES S.A.
Avenida Brigadeiro Faria Lima, 3.500, 3º andar -São Paulo
Contact:
3003-9285 (capitals and metropolitan regions)
0800 7209285 (other locations)
The working hours are on weekdays from 9 a.m. to 6 p.m.
If you have any doubts, please consult the FAQ: https://assembleiadigital.certificadodigital.com/itausecuritiesservices/artigo/atendimento/perguntas-frequentes or contact the shareholder service department on the telephone numbers indicated above.
To acess the distance voting ballot of the AGM, click here.