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, 2025, 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, 3th 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 filled in, digitally or 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 authenticated or 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 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;
(ii) transmit the instructions for completing the Voting Ballot to their respective custody agents or central depository, if the shares are deposited with a central depository, or
(iii) fill in and send the Voting Ballot directly to the Company, as follows.
1. Transmission of the filling instructions of the Voting Ballot to the bookkeeping agent
This option is intended exclusively for Shareholders holding shares deposited with the Companys bookkeeping agent. In this case, the Shareholder must submit their voting instructions through the Itaú Digital Meeting website, as indicated below.
To vote through the website, it is necessary to register and have a digital certificate: https://assembleiadigital.certificadodigital.com/itausecuritiesservices/artigo/home/assembleia-digital.
The Shareholder may contact the bookkeeping agent through the following channels: Phones: 3003 9285 (for capital cities and metropolitan regions) e 0800 7209285 or via Whatsapp 3003 9285
2. Through voting instructions transmitted by the Shareholders to their respective custody agents or central depository.
This option is intended exclusively for Shareholders holding shares deposited with institutions and/or brokers (“Custody Agents”) at B3. In this case, distance voting will be exercised by Shareholders in accordance with the procedures adopted by the Custody Agents that hold their positions in custody or the B3 Central Depository, as applicable.
Shareholders with a shareholding position in a custodian institution/brokerage house: shall check the procedures for voting with the custodian institution of the shares.
Shareholders with shares held in custody at more than one institution: (e.g., 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 Shareholders total number of shares.
3. Submission of the 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;
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 Board of Directors and/or 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, 2025.
The Voting Ballot and the supporting documents shall be sent to the Company up to 4 days prior to the AGM´s date, that is, until 11:59 PM of April 13, 2025 (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 4 days prior to the AGM´s date, that is, until 11:59 PM of April 13, 2025 (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.
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.
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 access the distance voting ballot of the AGM, click here.