Material Fact – Investment agreement between EcoRodovias and Motiva for the development and operation of a digital platform
MOTIVA INFRAESTRUTURA DE MOBILIDADE S.A. (“Motiva”) and ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A., through its direct subsidiary ECORODOVIAS CONCESSÕES E SERVIÇOS S.A. (“EcoRodovias”), in compliance with paragraph 4 of Article 157 of Federal Law No. 6,404/76, as amended, and with Resolution No. 44/21 of the Securities and Exchange Commission of Brazil, hereby inform their shareholders and the market that, on this date, they have entered into an Investment Agreement for the development and joint operation of a digital platform for the management and processing of toll payments at gantries using free flow technology (the “Transaction”).
The Transaction aims to establish a strategic partnership to create technological solutions focused on fulfilling the regulatory obligations provided for in concession agreements and promoting interoperability in toll payments among different highway concessionaires, thereby contributing to an improved user experience and greater operational efficiency.
The partnership will be implemented through INOVAP 5 ADMINISTRAÇÃO E PARTICIPAÇÕES S.A. (“Inovap“), a company that already operates the PedagioDigital platform (www.pedagiodigital.com). Upon completion of the Transaction, EcoRodovias and Motiva will each hold a 50% equity interest in Inovap.
The completion of the transaction is subject to approval by Brazil’s Antitrust Agency (CADE) and to the fulfillment of the other customary conditions precedent for this type of transaction.
Motiva and EcoRodovias reaffirm their commitment to their obligations as publicly held companies listed on the Novo Mercado segment of B3 and will disclose all material information in accordance with applicable laws.
São Paulo, November 28, 2025.
Marcello Guidotti
CEO and
Investor Relations Officer
ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A.
Waldo Perez
Vice President of Finance and
Investor Relations
MOTIVA INFRAESTRUTURA DE MOBILIDADE S.A.
Hugo Rafael Mitz
Investor Relations Officer
ECORODOVIAS CONCESSÕES E SERVIÇOS S.A.