Material Fact – Offering of Shares
ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A (“Company” or “Ecorodovias”) (B3:ECOR3), pursuant to Section 157, §4° of Law No. 6,404, dated December 15, 1976, as amended, and the Brazilian Securities Commission (Comissão de Valores Mobiliários) (“CVM”) Rule 358, dated January 3, 2002, as amended, hereby informs its shareholders and the market in general that on June 9, 2021, the members of the Company’s Board of Directors approved a primary offering of up to 137,635,144 common shares issued by the Company (the “Shares”), in accordance with CVM Rule 476 dated January 16, 2009, as amended (the “Base Offering”) to (i) no more than 75 professional investors in Brazil, as defined under CVM Resolution No. 30, dated May 11, 2021, (ii) qualified institutional buyers (as defined under Rule 144A of the United States Securities Act of 1933, as amended (the “Securities Act”) in the United States, and (iii) certain institutional and other investors outside the United States and Brazil that are not U.S. persons (as defined in Regulation S of the Securities Act). In accordance with CVM regulations, the total number of Shares proposed to be offered may be increased by up to 25% of the total number of Shares initially offered, or up to 34,408,786 Shares, in a secondary offering (the “Additional Shares”), at the same offering price, to be offered and sold by Primav Infraestrutura S.A. (the “Additional Offering” and together with the Base Offering, the “Restricted Offering”).
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