Article 33. Delisting from “Novo Mercado” shall be preceded by a public tender offer that complies with the procedures established in the CVM regulations for public tender offers in case of deregistration as a publicly held company, in accordance with specific requirements of the “Novo Mercado” Regulation.

Sole Paragraph: The voluntary delisting from “Novo Mercado” may occur regardless of the public tender offer referred to in the head paragraph of article 33 if its waiver is approved by the general meeting, according to specific requirements of “Novo Mercado” Regulation.

Article 34. In the event of corporate restructuring involving the transfer of the Company’s shareholding base, the resulting companies shall request their adhesion to the “Novo Mercado” within one hundred twenty (120) days from the date of the general meeting that approved said restructuring.

Sole Paragraph: If the corporate restructuring involves resulting companies that do not intend to request adhesion to “Novo Mercado”, the majority of holders of the Company’s outstanding shares attending the general meeting shall approve this structure.

Article 35. The Company’s mandatory delisting from “Novo Mercado” Rules depends on the materialization of the public tender offer, at least, by the shares fair value to be verified in appraisal report referred to by Article 32 hereof, observing the applicable legal rules and regulations.

Article 31. The Company, its shareholders, Management and members of the Fiscal Council, sitting members and deputy members (if applicable), hereby undertake to settle, by means of arbitration proceeding before the Market Arbitration Panel, pursuant to its regulations, any disputes that may occur between them, related to or arising from their condition as issuer, shareholders, managers and members of the fiscal council, mainly arising out of provisions contained in Law 6,385/76, Law 6,404/76, in the Bylaws, the rules enacted by the Brazilian Monetary Council, the Central Bank of Brazil or the CVM, as well as other rules applicable to the operation of the capital markets in general, besides those contained in the “Novo Mercado” Rules, other B3 Regulations and “Novo Mercado” Listing Agreement.

Paragraph 1. The Brazilian laws shall be the only one applicable to the merit of any and all controversy, as well as the execution, construal and validity of the arbitration clause mentioned above.

Paragraph 2. Without prejudice to the validity of this arbitration clause, urgent measures requested by parties before the creation of the Arbitration Panel shall be sent to the Judiciary Branch, pursuant to item 5.1.3 of the Arbitration Rules of the Market Arbitration Panel.

Article 24. The fiscal year shall commence on January 1 and shall end on December 31 of each year, when the financial statements provided for by the applicable laws shall be drawn up.

Article 25. After legal deductions, the net income for the year shall have the destination resolved at the General Meeting, from proposal submitted by Management, after hearing the Fiscal Council, if it is operating.

Article 26. Shareholders are entitled to a mandatory dividend of at least, twenty-five per cent (25%) of the net income adjusted as provided for by Article 202 of Law 6,404/76.

Article 27. The Company, by resolution of the Board of Directors, may pay interest on capital, under the limits of law, which shall be attributed to the mandatory dividend referred to in the previous Article.

Article 28. The dividends not claimed within a three-(3) year period after the date when these were made available to shareholders shall revert to the Company.

Article 29. The Company, by means of majority resolution of members of the Board of Directors, may draw up interim, monthly, bi-monthly, quarterly or semi-annual balance sheets, and distribute the profits evidenced therein, which shall be carried to the account of profit verified in these balance sheets, as long as the total of dividends paid during the fiscal year does not exceed the amount of capital reserves referred to by Paragraph 1 of Article 182 of Law 6,404/76.

Article 30. Every net income not allocated, as provided for by laws, to the legal reserve, reserve for contingencies, profit retention estimated in capital budget approved at the General Meeting or unrealized profit reserves shall be distributed as dividends.

Article 21. The General Meeting shall hold an Annual General Meeting during the first four months after the end of the fiscal year and extraordinarily, whenever the Company‘s interests so require, to deliberate on the themes pertaining thereto, as per Law 6,404/76, and pursuant to the provisions herein and to the shareholders’ agreements duly filed at the headquarters, by means of call notice as provided for by laws.

Paragraph 1. Besides the exceptions provided for by laws, the General Meeting is instated in a first call, with the attendance of shareholders representing, at least, one fourth of the voting right capital stock and second call with any number.

Paragraph 2. The resolutions at the General Meeting shall be taken by majority vote of attending shareholders, besides the exceptions provided for by laws.

Article 22. The General Meeting shall be instated and chaired by the Chairman of the Board of Directors, or during his impediment or absence, the Vice-Chairman of the Board of Directors. In the event of absence or impediment of the Chairman and the Vice-Chairman of the Board of Directors, the Meeting shall be chaired by the attending shareholder elected by others. The Chairman of the Meeting shall appoint the Secretary.

Sole paragraph. The General Meeting shall be convened by the Board of Directors, pursuant to laws.

Article 23. In order to participate and take resolutions at the General Meetings, the shareholder shall submit his/her identification to the Company, as well as receipts of his/her condition as shareholder, by means of document provided by a financial institution appointed by the Company to manage his/her book-entry shares. For the purposes of resolution, changes in ownership positions occurred on the date of the General Meeting shall be disregarded.

Paragraph 1. The Company, when overseeing the regularization of documents related to the shareholder’s representation, shall adopt the good faith principle, assuming the statements rendered are accurate. Except for the non-presentation of the power of attorney, where applicable, and the receipt of share custody, when these are mentioned in the Company’s records as held by the custodian agent, no formal irregularity, such as the presentation of documents with copy or lack of certified copies shall be reason for impediment of shareholder‘s vote whose regularization of documents is questioned.

Paragraph 2. In the assumption of previous item, the votes of the discreditable shareholder shall be regularly calculated, and the Company, within five (5) business days subsequent to the General Meeting, shall notify the discreditable shareholder who, by means of definitive elements of proof subsequently obtained, evidenced that (i) the discreditable shareholder was not correctly represented at the General Meeting; or (ii) the discreditable shareholder did not hold on the date of the General Meeting, the amount of shares declared. In these assumptions, regardless of a new General Meeting, the Company shall disregard the votes of the discreditable shareholder, who shall be liable for losses and damages his/her acts have caused.

Article 19. The Fiscal Council, composed of three (3) members and equal number of deputy members, shall only operate in the fiscal years when it is instated by resolution at the General Meeting as per shareholder’s request, pursuant to laws.

Paragraph 1. The investiture of the Fiscal Council members shall be subject to the previous signature of instrument of investiture, drawn up in the minutes book of the Fiscal Council Meetings, according to the terms enacted by laws, which shall include their agreement with the arbitration clause referred to in article 31 of these Bylaws, as well as in compliance with applicable legal requirements. The Fiscal Council’s members, immediately after the investiture shall notify B3 about the amount and characteristics of securities issued by the Company to which they are holders, directly or indirectly, including derivatives.

Paragraph 2. The Fiscal Council’s members shall be replaced by respective deputies during their absences and temporary impediments, as well as in the event of vacancy in any of the positions.

Article 20. The General Meeting to elect the Fiscal Council‘s members shall establish their compensation and approve the body‘s internal regulations.

Article 8. The Company’s management bodies are: (I) the Board of Directors; and (II) the Board of Executive Officers.

Sole paragraph. The Managers shall remain in their offices until the investiture of their successors, unless if otherwise resolved at the General Meeting or by the Board of Directors, as the case may be.

Article 9. The management bodies compensation shall be established by the Company’s General Meeting.

Sole paragraph. The General Meeting may establish the global amount of the management’s compensation, and in this case, the Board of Directors shall resolve on the distribution among its members and the Board of Executive Officers.

Article 10. The Board of Directors shall be composed of, at least, five (5) and at most ten (10) sitting board members, all of them elected and removed from office as resolved at the General Meeting, and deputy members may also be elected, with combined two-(2) year terms of office, and re-election is authorized.

Paragraph 1. In the event of no re-election, the member of the Board of Directors shall remain in the full exercise of his/her duties until the investiture of the person elected to replace him/her.

Paragraph 2. Out of members of the Board of Directors, at least two (2) or twenty percent (20%), whichever is higher, shall be Independent Board members, as laid down by the “Novo Mercado” Rules, and the characterization of those appointed to the board of directors as independent members must be discussed and voted at the general meeting to elect them, also considering as independent board member(s), if the Company has a controlling shareholder, that one (those) elected as authorized by Article 141, Paragraphs 4 and 5 of Law 6,404 of December 15, 1976, as amended (“Law 6,404/76”).

Paragraph 3. If in view of the calculation of the percentage referred to in the paragraph above, results in a fractional number of board members, it shall be rounded off to a whole number immediately higher.

Paragraph 4. The investiture of members of the Board of Directors shall be subject to the previous signature of instrument of investiture, drawn up in the Minutes book of the Board of Directors Meetings, which shall include their agreement with the arbitration clause referred to in article 31 of these Bylaws, according to the terms enacted by laws and in compliance with applicable legal requirements.

Paragraph 5. In the event of impediment or absence, the sitting Board member will be replaced with respective deputy, if any. In the event the sitting Board member position is vacant, due to decease or resignation, the respective deputy, if any, will replace him until the expiration of term of office. In the event of withdrawal with or without cause, the General Meeting shall elect his deputy. In other cases of vacant position, the new member shall be elected as resolved at the General Meeting.

Paragraph 6. The Board of Directors shall have one chairman and one vice-chairman, both elected as resolved by the majority of its members.

(i) In the event of impediment or absence of the Chairman of the Board of Directors, his duties shall be performed by the Vice-Chairman of the Board of Directors.

(ii) In the event of impediment or absence of the Vice-Chairman of the Board of Directors, his duties shall be performed by a Director to be elected by majority vote of the other sitting Directors.

Paragraph 7. The positions of chairman of the Board of Directors, vice-chairman of the Board of Directors and Chief Executive Officer or top executive of the Company cannot be cumulated by same person.

Paragraph 8. The Board of Directors, with a view to better assisting its discussions and resolutions, may be divided into committees, commissions or work groups, permanent or temporary, at least, an “Audit Committee”, a “People Management and Governance Committee” and a “Investment, Finance and Risk Committee”, preferably only composed of the Company’s board members. Nevertheless, board members may appoint, at the Board of Directors meeting, external specialists to attend the meeting as members of the committees, commissions or work groups, except that in this case the majority shall be composed of members of the Board of Directors.

Paragraph 9. The board member may be represented at the Board of Directors meetings by proxy granted to another board member, who on behalf of the grantor, shall exercise the voting right, observing Paragraph 5 of Article 11 hereof.

Paragraph 10. The member of the Board of Directors shall have flawless reputation and may not be elected, unless if exempted by the General Meeting, that member to: (i) hold position in an organization competing with the Company; and/or (ii) to have or represent conflicting interest with the Company’s interests.

Article 11. The Board of Directors shall meet every two months or whenever necessary as convened by its Chairman or any of its sitting board members.

Paragraph 1. The call notice, including date, time and venue, as well as a detailed specification of the matters to be discussed and resolved or only for discussion, shall be sent in writing to the board members, at least, seven (7) days in advance.

Paragraph 2. The quorum for instatement of the Board of Directors, in a first or second call shall occur by majority of members elected and in office of the Board of Directors, sitting or deputy members and the latter shall replace one sitting board member, pursuant to these Bylaws.

Paragraph 3. The resolutions of the Board of Directors shall always be taken by majority vote of attending members of the Board of Directors and each board member shall have one (1) vote at the Board of Directors meetings.

Paragraph 4. If all members of the Board of Directors attend the meeting, the call notice including the formalities and earliness required herein is not necessary and if all members agree, any matter under the scope of the Board of Directors may be purpose of discussion and resolution.

Paragraph 5. The Board of Directors meetings may be held via video conference or conference call and those board members participating at the meeting through these means shall be equally deemed as attending the meeting. The member to participate by means of video conference or conference call shall confirm his/her vote by means of written statement sent to the Chairman of the Board of Directors via facsimile or e-mail, immediately after the meeting.

Paragraph 6. Minutes of the Board of Directors meetings shall be drawn up, which shall be signed by everyone and recorded in the Minutes Book of the Board of Directors Meetings and whenever these meetings contain resolutions to produce effects before third parties and their extracts shall be filed at the appropriate Board of Trade and published.

Article 12. It shall be incumbent upon the Board of Directors: (I) to establish the general guidance of the Company’s businesses; (II) to elect and remove from office the members of the Board of Executive Officers and determine their duties, pursuant to the Company’s internal regulations and these Bylaws; (III) to inspect the management of Executive Officers, examining at any time, the Company’s books and documents, requesting information about the agreements executed or to be executed and any other acts; (IV) to convene the Annual General Meeting, within the four months following the end of the fiscal year, and whenever necessary, the Extraordinary General Meeting; (V) to render an opinion on the Management’s accounts and report; (VI) to approve: (a) acts or contracts implying obligation to the Company, on an individual or aggregate basis, in amount exceeding two million and five hundred thousand reais (R$2,500,000.00), when not provided for in the Business Plan; (b) acts or contracts implying the sale, leasing, rental or assignment, on a free-of-charge or onerous basis, as well as the execution of any acts resulting in encumbrances on any account of real properties or permanent assets, in amount equal to or exceeding one million reais (R$ 1,000,000.00), including shares, quotas or interests in other companies; (c) the “Business Plan”, defined as Annual Budget, consisting of the planning of the Company’s and its subsidiaries’ activities and amendments; (d) follow-up reports of the Company’s and its subsidiaries’ business plans; (e) indebtedness, investments and capital expenses not estimated or exceeding those provided for in the Business Plan; (f) the signature, amendment or termination of highway concession agreements to which the Company is party or any of its subsidiaries; (g) the Company’s participation in public biddings; (h) the opening or closing of branches, offices or agencies of the Company, in Brazil or abroad; (i) the Company’s interest, as partner, shareholder or quotaholder, in other companies, as well as consortium or entering into a group of companies; (j) the depositary financial institution of shares and other securities issued by the Company; (k) the personnel policy, including compensation and profit sharing; (l) private pension plan; (m) the Company’s Internal Regulations and Code of Business Conduct; (n) the Company’s dividend policy; (VII) to resolve, within the limit of authorized capital, on the capital stock increase including the issuance of common shares, warrants or call option or common share subscription; (VIII) to appoint independent auditors and remove them from office and ratify the internal audit plan; (IX) to guide the Company’s voting at the General Meetings or Partners’ Meetings of its subsidiaries or company to hold voting right interest; (X) to examine and ratify, or not, the analyses and recommendations prepared by committees, commissions or work groups composed of the Board of Directors; (XI) to approve the execution of agreements between the Company or its subsidiaries and any of its shareholders or controllers of its shareholders or subsidiaries or associated companies of the Company’s shareholders or controlling shareholders, and any member of the Board of Directors may previously and appropriately request the preparation of an independent appraisal conducted by a specialized company that will review the terms and conditions of the engagement proposal and will analyze its accordance with the arm’s length conditions; (XII) to approve the execution of agreements between the Company and any corporation to which the Company is shareholder or quotaholder; (XIII) to decide on the acquisition of the Company’s shares to be held in treasury or canceled, as well as their resale or replacement on the market, including for the purpose of stock option plans, in accordance with rules of the CVM and the applicable legislation; (XIV) to recommend the terms and conditions of the Company’s stock option plans to a General Meeting and implement their regulations, as approved by said Meeting; (XV) agree or disagree with any public tender offer aiming the Company‘s shares through substantiated favorable or unfavorable opinion, released within fifteen (15) days as of the publication of the call notice for the public tender offer, which shall include, at least, (i) the convenience and the appropriateness of the public tender offer as to the interest of the Company and the group of its shareholders, including in terms of price and potential impacts on the liquidity of shares; (ii) the strategic plans revealed by offeror in relation to the Company; and (iii) alternatives to the acceptance of the public tender offer available in the market.

Article 13. The Company’s Board of Executive Officers is composed of, at least, six (6) and at most, eight (8) members residing in the country with the following designations: Chief Executive Officer; Highway Business Officer; Chief Financial Officer; Logistics Business Officer; Business Development Officer; Investor Relations Officer; People Management Officer; and Chief Legal Officer.

Paragraph 1. It shall be incumbent upon the Chief Executive Officer to seek growth, strategically manage the Company and its subsidiaries, conduct the business in general, enter into new businesses, represent the Company, design strategic planning, promote corporate policies, value business and maximize return to shareholders.

Paragraph 2. It shall be incumbent upon the Highway Business Officer to conduct the business relating to highway concession agreements and capture related synergy, as well seek its operations‘ growth by expanding its current activities and obtaining new businesses, with the support of the corporate structures. Moreover, the Highway Operations Officer is in charge of corporate engineering and technology within the EcoRodovias Group.

Paragraph 3. It shall be incumbent upon the Chief Financial Officer to provide EcoRodovias Group’s capitalization, self-sufficiency and financial management, as well as to establish financial market relations. Moreover, the Chief Financial Officer is in charge of the corporate economic and financial planning, finance and controllership within the EcoRodovias Group.

Paragraph 4. It shall be incumbent upon the Business Development Officer to engage in prospecting, development and support to the Highway Business and Logistics Business Officers with regards to new business and government authority relations.

Paragraph 5. It shall be incumbent upon the Logistics Business Officer to conduct logistics and related affairs and capture synergies, as well as to seek its operations’ growth by pursuing new businesses, with the support of corporate structures.

Paragraph 6. It shall be incumbent upon the Investor Relations Officer to manage the integrated financial communication program – investor relations, financial media and control agencies, as well as other institutions operating in the capital markets.

Paragraph 7. It shall be incumbent upon the People Management Officer to strategically manage staff, ensuring the availability of qualified persons, for aligned and motivated teams that support current operations and growth challenges. Moreover, the Personnel Management Officer is in charge of corporate personnel management within the EcoRodovias Group.

Paragraph 8. It shall be incumbent upon the Chief Legal Officer to provide legal advisory to the Company’s areas, preserve corporate security and coordinate all advisory and litigious area within the EcoRodovias Group.

Paragraph 9. The executive officers shall be elected and removed from office by the Board of Directors. The term of office is two (2) years, and re-election is authorized. The executive officer’s term of office shall be extended until the investiture of new member elected for the same position.

Paragraph 10. The executive officers investiture shall be subject to the previous signature of the instrument of investiture, drawn up in the Minutes Book of the Board of Executive Officers meetings, which shall include their agreement with the arbitration clause referred to in article 31 of these Bylaws, for the term enacted by laws and the compliance with other applicable legal requirements.

Paragraph 11. In absences and impediments of the Chief Executive Officer, his duties shall be performed by the Executive Officer appointed thereby. In absences and impediments of other executive officers, the Chief Executive Officer shall designate his substitute. In the event the executive officer position is vacant, the Board of Directors shall convene to elect the substitute.

Article 14. Each Executive Officer has full powers of administration and business management, within the limits of his duties in view of these Bylaws, internal regulations or resolution of the Board of Directors, observing the Company’s purpose, as well as legal and regulatory limitation periods.

Article 15. The Company’s representation, as plaintiff or defendant, in acts and businesses in general shall occur by means of: (I) two (2) executive officers’ joint signature, one (1) of which shall be the Chief Executive Officer or the Chief Financial Officer; (II) one (1) Executive Officer jointly signing with one (1) attorney-in-fact with special powers; or (III) two (2) attorneys-in-fact with special powers jointly signing.

Article 16. The Company may be represented by one (1) Executive Officer or one (1) attorney-in-fact with special powers, severally, in the following acts or businesses: (I) representation before the federal, state or municipal public administration, directly or indirectly, in the treatment of daily matters; (II) collection of the Company’s credits; (III) endorsement of bonds and instruments or deposit for credit to the Company’s behalf; (IV) the Company’s representation at the General Meeting or partners meeting of subsidiaries and other companies in which equity interest is held; (V) the Company’s representation in court or in administrative proceeding.

Article 17. The attorney-in-fact mentioned in items II and III of Article 15 and caput of Article 16 shall be granted a power of attorney by public or private instrument signed by two (2) Executive Officers, one (1) of which shall be the Chief Executive Officer or the Chief Financial Officer, and their powers shall be effective for a limited term, except for the assumption of proxy granted for legal purposes, which may be granted for an indeterminate term.

Article 18. The acts performed by Board Members, Executive Officers, attorneys-in-fact or employees involving business outside the scope of the Company’s purpose, including sureties, “aval” guarantees, endorsement or any guarantee not related to the Company’s purpose or that may conflict with these Bylaws shall be expressly prohibited and deemed null and invalid in relation to the Company.

Article 5. The capital stock is three hundred eighty-one million, fifty thousand, one hundred four reais and seven centavos (R$381,050,104.07), fully subscribed and paid-up, divided into five hundred fifty-eight million, six hundred ninety-nine thousand and eighty (558,699,080) non-par registered, book-entry common shares.

Paragraph 1. Each share issued by the Company entitles to one vote at the General Meetings.

Paragraph 2. All the Company’s shares are book-entry, held in deposit accounts, at a financial institution, on behalf of its holders, without the issuance of certificates.

Paragraph 3. The costs related to the deposit of book-entry shares at a financial institution, including those related to the transfer and registration may be directly charged from trustee to shareholder.

Article 6. The Company is authorized to increase its capital stock up to the limit of four billion reais (R$ 4,000,000,000.00), regardless of amendment to Bylaws, by resolution of the Board of Directors, which shall establish the issuance price and other conditions to issue, subscribe and pay for these shares.

Paragraph 1. Except for the cases provided for in the following paragraphs, at the proportion of the number of shares held, the shareholders shall have preemptive right in the capital increase subscription, and thirty (30) consecutive days is the term to exercise this right, as of the publication date of the Board of Directors Meeting to resolve on the Company’s capital stock increase.

Paragraph 2. Provided the authorized capital is respected, the Board of Directors may also: (i) deliberate on the issue of subscription warrants and convertible debentures; (ii) as per the plan approved by the general meeting, deliberate on granting call options or subscription rights to its managers, employees or individuals rendering services to the Company or its subsidiaries, pursuant to the plan approved by the general meeting, with exclusion of preemptive rights of shareholders in the grant or exercise of call options or subscription rights; and (iii) approve the capital increase through capitalization of profits or reserves, with or without bonus shares.

Paragraph 3. The issue of new shares, convertible debentures or subscription warrants, whose placement is conducted through sale on stock exchanges, public subscription or stock swap in a public tender offer, in accordance with articles 257 to 263 of Law 6,404, of December 15, 1976, as amended (“Brazilian Corporation Law”), or in accordance with special laws on tax incentives, may occur without granting shareholders the preemptive right in subscription or with the reduction of the minimum period set forth in law for their exercise.

Paragraph 4.

Paragraph 4. The Company is forbidden to issue founder’s shares.

Paragraph 5. The Board of Directors shall resolve on the unsold shares not subscribed in a capital increase during the term stipulated for exercising the preemptive right, determining, before such shares are sold on the stock exchange, to the Company’s benefit, the apportionment of subscribed amounts, among shareholders who have expressed their interest in subscribing eventual unsold shares in the subscription list.

Article 7. The direct or indirect sale of the Company’s controlling power, both by means of a single operation and by means of successive operations, shall be contracted under the condition, that the buyer of the controlling power assumes to bring into effect a public tender offer for the shares of other shareholders, under the terms and conditions provided for by prevailing laws and “Novo Mercado” Rules, so that to ensure them an equal treatment to that given to the selling controlling shareholder.

Paragraph 1. The term, documentation and offering procedure mentioned in this Article shall be those required by Brazilian Securities and Exchange Commission (CVM) Rules applicable to public tender offers due to the sale of control effective on the date of referred Sale and “Novo Mercado” Rules.