Material Fact – Pricing of the Public Offering for Distribution 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, and in addition to the information disclosed in the material fact dated June 10, 2021, hereby informs its shareholders and the market in general that on June 22, 2021, the members of the Company’s Board of Directors approved the pricing of a restricted offering of 137,635,144 common shares issued by the Company (the “Shares”), in accordance with CVM Rule 476 dated January 16, 2009, as amended (“CVM Instruction 476,” and the “Base Offering,” respectively) to (i) no more than 75 professional investors, as defined under CVM Resolution No. 30, dated May 11, 2021 and subscribed/acquired by up to 50 professional investors in Brazil, (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 was upsized by 14.5% of the total number of Shares initially offered, or by 20,000,000 Shares, in a secondary offering, at the offering price (the “Additional Shares”), by Primav Infraestrutura S.A. (the “Additional Offering” and together with the Base Offering, the “Restricted Offering”).
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