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”) Instruction No. 481, dated as of December 17, 2009 (“ICVM 481”), at the Ordinary and Extraordinary General Shareholders Meeting (“OEGM”) to be held on April 27, 2022, at 2:30 PM, at the Companys headquarters located in the City of São Paulo, State of São Paulo at Rua Gomes de Carvalho, n° 1.510, conjuntos 31/32.
In order for this Voting Ballot to be deemed valid and for the votes cast herein be computed in the OEGM 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 Company’s shareholder and the CPF or CNPJ number, as well as an email for any contacts;
(ii) all pages are initialed by the Shareholders (or by their legal representative, as the case may be); 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 signed outside the country, as provided by law.
The Company clarifies that all relevant documents and information related to the points included in the OEGM agenda and related to the participation in the OEGM 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 Brazilian Law No 6,404, of December 15, 1976, as amended (“Brazilian Corporation Law”), and ICVM 481.
The shareholders that choose to participate in the OEGM by the Voting Ballot may:
(a) transmit the instructions for completing the Votting Ballot to their respective custody agents or to Itaú Corretora de Valores S.A. (bookkeeping agent), whether the shares are or are not deposited with a central depository; or
(b) fill in and send the Voting Ballot directly to the Company, as provided below.
1. Transmission of the filling instructions of the distance voting ballot to the custodians or to the bookkeeping agent of the shares
If the Shareholders choose to send the filling instructions to the custodians or to the bookkeeping agent of the shares, he/she or it shall observe the rules established by them, observed the following instructions.
Shareholders with book-entry shareholding position: may exercise remote voting through the bookkeeping agent. Voting instructions must be carried out through the Itaú Assembleia Digital website. To vote through the website, it is necessary to register and have a digital certificate. Information about registration and the step-by-step process for 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: should check the procedures for voting with the custodian institution of the share.
Shareholders with shares held in custody at more than one institution: (example: 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 or it shall send original version of the Voting Ballot duly completed, initialed on all pages and signed to the e-mail email@example.com, including 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 of the shares in the last 3 (three) 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 his/her/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 (Identity Card, Foreign National Registration, Drivers license, passport or professional identification card officially accepted) of the legal representative(s), 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 (Identity Card, Foreign National Registration, Drivers license, passport or professional identification card officially accepted) of the legal representative(s), 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 OEGM, the Company will dispense the need to send the hard and certified copies of the Voting Ballot and of the Shareholders representation documents to the Companys’ headoffice, being enough the sending of scanned copies of the original documents or of the authenticated copies of such documents to the email 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 documents evidencing the Shareholder’s legal representation.
The Voting Ballot and the supporting documents shall be sent to the Company in up to 7 (seven) days prior to the date of the OEGM, that is, until April 20, 2022 (inclusive). Any Voting Ballot received by the Company after this date will be disregarded.
Pursuant to Article 21-U of ICVM 481, the Company will inform the Shareholder, within 3 (three) days of 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 (seven) days before the date of the Meeting, that is, until April 20, 2022 (inclusive).
Pursuant to Article 21-F, paragraph 2 of the ICVM 481, the Company informs that it does not provide electronic system to receive the Voting Ballot and remote participation in the OEGM. For further information and instructions, please refer to the Management’s Manual.
If conflicting voting instructions are identified and the Shareholder does not 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 or it forward the eventual new instruction to the same service provider previously used.
If the Shareholder, after transmitting the Voting Ballot, chooses to participate in the Meeting (in person or by proxy), the remote voting instruction may be disregarded, as requested.
Address: Rua Gomes de Carvalho, 1.510, Conjuntos 31/32, Vila Olímpia
Attn: Investors Relations Department
04547-005, São Paulo/SP – Brasil
Phone number: (11) 3787-2667
ITAÚ CORRETORA DE VALORES S.A.
Avenida Brigadeiro Faria Lima, 3.500, 3º andar – São Paulo
3003-9285 (capitals and metropolitan regions)
0800 720 9285 (other locations)
The working hours are on weekdays from 9 a.m. to 6 p.m.
To access the proxy card of OGM, click here.
To acess the proxy cad of EGM, click here.