Proxy Voting

Voto à Distância

Instructions on how to cast your vote

This ballot must be filled in if the shareholder chooses to exercise his voting rights remotely at the Extraordinary General Shareholders Meeting (“AGE”) of Ecorodovias Infraestrutura e Logística S.A. (“Company”), to be held on September 23, 2020, at 14:30 (BRT), pursuant to Brazilian Securities Commission (“CVM”) Rule No 481, of December 17, 2009, as amended (“CVM Rule 481”).

In order for the distance voting ballot to be considered valid and the votes cast herein be registered at the AGE, it is crucial that: (i) all fields are duly and manually filled in, with legible handwriting, including the full name of the shareholder and the CPF or CNPJ number, as well as an email for any contacts; (ii) all pages of the distance voting ballot are initialed; 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 distance voting ballot.

The Company will require authentication of the signatures on the distance voting ballots executed in Brazil and the sworn translation, notarization and apostille of those signed outside the country, as provided by law.

We clarify that all the relevant documents and information related to the points included in the AGE agenda and related to the participation in the AGE are available to the shareholders at the Companys headquarters and on the Companys website (www.ecorodovias.com.br/ri), as well as at the (www.cvm.gov.br) 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 CVM Rule 481.

Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider

The shareholders that choose to participate in the AGE remotely must: (i) send their vote instructions to their respective brokerage agents, in case the shares are deposited in a central depositary agent, or to the custodian agent; or (ii) fill in and send the ballot directly to the Company, as provided below:

  • (i) Send the distance voting ballot to the custody agent

If the shareholder chooses to send the vote instruction to the brokerage agent or to the custodian agent, he/she or it should observe the rules and procedures established by them, as well as the required documents and information.

  • (ii) Send the distance voting ballot directly to the Company

If the shareholder chooses to send the distance voting ballot directly to the Company, he/she or it should send, directed to the [Investor Relations Officer]1: (i) the original version of the distance voting ballot duly completed, initialed on all pages and signed; (ii) the certificate issued by the brokerage agent and/or the custodian agent in the last 3 days prior to the submission of the voting ballot directly to the Company (article 41 of Brazilian Corporation Law), confirming the equity position held by the respective shareholder; and (iii) 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; (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 voting ballot and the supporting documents should be sent to the Company in up to 7 days prior to the date of the AGE, that is, until September 17, 2020, inclusive. Any voting ballots received by the Company after this date will not be considered. As set forth in Section21-F, paragraph 2 of the CVM Rule 481, the Company informs that it does not provide electronic system to receive the distance voting ballot and remote participation in the AGE. For further information and instructions, please refer to the Managements Manual.

Mailing address and e-mail for sending proxy vote, if the shareholder wants to send the document directly to the Company

Shareholders who elect to send their proxy vote directly to the Company must send it to (i) Rua Gomes de Carvalho, 1.510 – conjuntos 31/32, Vila Olímpia, São Paulo, SP – CEP 04547-005, to the attention of the Investor Relations Department; or (ii) by e-mail to votoadistancia@ecorodovias.com.br, in which case they must also send the original vote and certified copies of the required documents to the head office of the Company; the following documents, which must be sworn translated, notarized and consularized and /or apostilled, as applicable:

  • Proxy vote related to the shareholders meeting, duly completed, initialed on all pages and signed;
  • Proof of ownership of the Company’s shares, issued by the transfer agent and /or custody agent in the three days prior to sending the proxy card;
  • Copy of the following documents:

For individuals: Identification document;
For legal entities: Latest restated bylaws or articles of incorporation and corporate documentation granting powers of representation, as well as identification document with photo of legal representative(s); and
For investment funds: Latest restated regulations of the fund and the bylaws or articles of incorporation of its administrator, and corporate documentation granting powers of representation, as well as identification document with photo of legal representative(s).

The following identification documents will be accepted if they have a photo: Brazilian (RG) or foreigner’s (RNE) identification card, Brazilian driver’s license (CNH), passport or membership cards of officially recognized professional associations.

The Company will acknowledge receipt of the proxy card and respective documents if these are fully in order and in accordance with above instructions, in up to three (3) days after receiving said documents. Pursuant to article 21-U of CVM Instruction 481/09, the Company will notify the shareholder if the documents received are satisfactory for the vote to be considered valid, or, if necessary, the procedures and deadlines for rectification or resubmission.

To access the proxy card, click here.