ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A.

CNPJ/ME No. 04.149.454/0001-80

NIRE 35.300.1.81.948

PUBLICLY-HELD COMPANY

MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

HELD ON NOVEMBER 16, 2021

Date, Time and Place: On November 16, 2021, at 2:30 pm, at the headquarters of Ecorodovias Infraestrutura e Logística S.A. ("Company"), at Rua Gomes de Carvalho, n° 1,510, 3rd floor, suite 31/32, Vila Olímpia, City of São Paulo, State of São Paulo.

Call Notice: Call notice was called pursuant to the provisions of article 124 of Law No. 6404 of December 15, 1976, as amended ("Brazilian Corporate Law"), by means of a Call Notice published in the newspapers Diário Oficial do Estado de São Paulo on October 15th, 16th and 19th, 2021 (pages 29, 31 and 22, respectively) and in Valor Econômico on October 15th, 16th, 17th, 18th and 19th, 2021 (pages B10, B4 and B4, respectively).

Quorum for Installation and Attendance: The Extraordinary General Shareholders' Meeting ("General Meeting") was attended by shareholders holding five hundred and seventeen millions, six hundred and twenty-two thousand, four hundred and sixty-eight (517,622,468) shares issued by the Company, representing seventy-four point thirty-four percent (74.34%) of the Company's voting and total capital stock, as verified by: (i) the signatures affixed to the "Shareholders' Attendance Book"; and (ii) the consolidated remote voting map prepared based on the valid remote voting bulletins (BVD) received through the Central Depository of B3 S.A. - Brasil, Bolsa, Balcão, the bookkeeping agent for the shares issued by the Company or directly by the Company, under the terms of the Securities and Exchange Commission ("CVM") Instruction No. 481, dated December 17, 2009, as amended ("CVM Instruction 481" and "Summary Map", respectively), and the General Meeting may be regularly installed on first call, pursuant to article 135 of the Brazilian Corporate Law. Furthermore, Mr. Marcello Guidotti, Chief Financial, Investor Relations Officer and Human Resources Management, Mr. Marcelo Lucon, Chief Legal Officer and Mr. Sérgio Tuffy Sayeg, member of the Fiscal Council of the Company were present.

Presiding Board: Chairman: Marcelo Lucon; Secretary: Marcello Guidotti.

Publications: All documents and information referred to in these minutes were previously made available to the shareholders, pursuant to the Brazilian Corporate Law, and CVM Instruction 481, at the Company's headquarters and/or on the following pages of the internet (ri.ecorodovias.com.br,https://www.gov.br/cvm/pt-br and www.b3.com.br).

Agenda: To resolve on the: (a) consignation of the resignation of four (4) effective members and one (1) alternate member of the Company's Board of Directors and the dismissal of all other members of the Company's Board of Directors; (b) definition of the number of positions to be filled in the Company's Board of Directors for the next term of office and the election and/or reelection of members of the Company's Board of Directors; and (c) update of the expression of the Company's capital stock, set forth in the caput of Article 5 of the Company's Bylaws, due to

the last capital stock increase approved by the Company's Board of Directors within its authorized capital, and consolidation of the Company's Bylaws.

Reading of Documents: The reading of the Summary Map consolidating the votes cast by means of the remote voting bulletin, which remained available to the shareholders, pursuant to paragraph 4 of Article 21-W of CVM Instruction 481, was unanimously waived, as well as the documents related to the matters to be resolved at this General Meeting, since they are fully known by the shareholders. Subsequently, the Chairman of the General Meeting asked whether any of the shareholders physically present at the General Meeting had cast a vote through the remote voting bulletin and whether they wished to manifest their vote in person at the present General Meeting, for the purposes of disregarding remote voting, pursuant to Article 21-W, §5, item I, of CVM Instruction 481. There was no manifestation.

Resolutions:After verifying the quorum for the installation of the meeting, it was authorized that these minutes be drawn up in summary form and published without the signatures of the shareholders, as provided in article 130, paragraphs 1 and 2, of the Brazilian Corporate Law. Subsequently, after the examination and discussion of the matters indicated in the Agenda, the attending shareholders resolved:

  1. By unanimous vote of those present, being the abstentions noted, as per the consolidated voting map contained in Exhibit Ito these minutes: (1) to consign the resignation of the following members of the Company's Board of Directors: (A) (i) Mr. JOÃO ALBERTO GOMES BERNACCHIO, from the position of Effective Member of the Company's Board of Directors;
    1. Mr. EROS GRADOWSKI JUNIOR, from the position of Alternate Member of the Company's Board of Directors; (iii) Mr. CESAR BELTRÃO DE ALMEIDA, from the position of Effective Member of the Company's Board of Directors, all with immediate effect as of June 22, 2021; and (iv) Mr. MARCO ANTÔNIO CASSOU, from the position of Effective Member and Chairman of the Company's Board of Directors, who will remain in his position until the investiture of his substitute (who may be himself, in case of reelection), according to the Resignation Letters presented on June 22, 2021 and filed at the Company's headquarters; and (B) Mr. JORGE ALBERTO EDUARDO FERGIE CORSER, from the position of Independent Member of the Company's Board of Directors, effective immediately as of August 18, 2021, as per Resignation Letter submitted on August 18, 2021 and filed at the Company's headquarters; and (2) approve the dismissal of all other members of the Company's Board of Directors.
  2. By unanimous vote of those present, being the abstentions noted, according to the consolidated voting map attached as Exhibit Ito these minutes, to approve, within the limit established by article 10 of the Company's Bylaws, the establishment of the number of positions to be filled in the Board of Directors for the next term of office of nine (9) directors, being seven (7) effective members and two (2) effective and independent members, pursuant to the rules of the Novo Mercado Listing Rules.

By unanimous vote of those present, being the abstentions noted, according to the consolidated voting map in Exhibit Ito these minutes, approve the election/reelection of the members of the Company's Board of Directors, including independent director, pursuant to the Company's Bylaws, the Novo Mercado Listing Rules and the Brazilian Corporate Law, as follows:

    1. By means of a separate vote, requested by minority shareholders of the Company, pursuant to article 141, paragraph 4th, I, of the Brazilian Corporate Law, reaching the quorum required for such request pursuant to the same article, the separate election of the following members, as per the consolidated voting map in Exhibit Ito these minutes, Mr.: (i) CESAR BELTRÃO DE ALMEIDA, Brazilian, married, civil engineer, holder of Identity Card RG No. 933.870-5 (SSP/SP) and enrolled in the CPF/ME under No. 567.118.329-49, resident and domiciled in the City of Curitiba, State of Paraná, with business address at Rua General Mario Tourinho, 1733 - 9th floor, MAI Work building - Campina do Siqueira district, for the position of effective member of the Company's Board of Directors; and (ii) EROS GRADOWSKI JUNIOR, Brazilian, married, lawyer, bearer of ID (RG) no. 3.169.641- 0 (SSP/SP) and enrolled in the CPF/ME under No. 446.765.229-91, resident and domiciled in the City of Curitiba, State of Paraná, with business address at Rua General Mario Tourinho, 1733 - 9th floor, MAI Work building - Campina do Siqueira district, for the position of alternate memberof Mr. César Beltrão de Almeida.
    2. By means of a majority vote, without the participation of the shareholders who requested and participated in the separate vote indicated in the item above, the election/re-election of the following members, according to the consolidated voting map in Exhibit Ito these minutes
  1. as effective members: (i) MARCO ANTÔNIO CASSOU, Brazilian, married, civil engineer, holder of Identity Card RG No. 736.826-PR (SSP/PR) and enrolled in the CPF/ME under No. 348.548.359-15, resident and domiciled in the City of Curitiba, State of Paraná, with business address at Rua General Mario Tourinho, No. 1733 - 9th floor, MAI Work building - Campina do Siqueira neighborhood; (ii) Mr. JUAN ANGOITIA GRIJALBA, Spanish, married, businessman, bearer of Passport nr. AAG042997, resident and domiciled at Paseo de La Castella, 31, Madrid, Spain 28046; (iii) Mr. BENIAMINO GAVIO, Italian, married, businessman, bearer of Identity Card RNE nr. G332143-N CGPI/DIREX/DPF and inscribed at the CPF/ME under the nr. 239.357.708-47, resident and domiciled in Italy, in the City of Castelnuovo Scrivia, Province of Alexandria, with offices at Strada Statale, 211, San Guglielmo - 15057, City of Tortona, Province of Alexandria; (iv) Mr. ALBERTO RUBEGNI, Italian, married, business administrator, bearer of Identity Card RNE No. G327100-M and inscribed in the CPF/ME under No. 239.314.678-48, resident and domiciled in Italy, in the City of Sacrofano, Province of Rome, with office at Strada Statale, 211, San Guglielmo - 15057, City of Tortona, Province of Alexandria; (v) Mr. UMBERTO TOSONI, Italian, engineer, bearer of passport No. YA0264917, resident and domiciled in Italy, with office at Strada Statale, 211, San Guglielmo - 15057, City of Tortona, Province of Alexandria; and (vi) ALBERTO GARGIONI, Italian, married, businessman, holder of Passport No. YB2219199, residing and domiciled in Italy, with office at S.S. Della Lomellina 3/13 San Guglielmo - 15057, City of Tortona, Province of Alexandria;
  2. as an effective and independent member under the Novo Mercado Listing Rules: (vii) Mr. RICARDO BISORDI DE OLIVEIRA LIMA, Brazilian, married, civil engineer, bearer of Identity Card RG No. 15.789.409-5 SSP/SP and enrolled in the CPF/ME under No. 085.277.488-51, domiciled at Rua Diogo Moreira, 132 - 14th floor - suite 1409, in the City of São Paulo, State of São Paulo, CEP 05423-010; and
  3. as alternate members: (viii) Mr. LUIS MIGUEL DIAS DA SILVA SANTOS, Portuguese, married, business administrator, bearer of Passport No. N949795, resident and domiciled at Avenida

Caceres Monteiro, nº 10, 2º Dir 1495-192, Algés, Miraflores, Lisbon, Portugal, alternate to Mr. Juan Angoitia Grijalba; and (ix) Mr. STEFANO MARIO GIUSEPPE VIVIANO, Italian, married, financial manager, bearer of Passaport No. YB6047568, residing and domiciled in Italy, with office at Corso Regina Margherita, 165, 10144, Torino, Italy, alternate to Messrs. Beniamino Gavio, Alberto Rubegni, Umberto Tosoni, Alberto Gargioni and Marco Antônio Cassou.

The members of the Board of Directors elected herein shall have a unified term of office expiring on the date of the Company's Annual Shareholders' Meeting that resolves on the financial statements for the fiscal year ending December 31, 2022.

The term of office of the Directors herein elected will extend until the investiture of the newly elected officers, pursuant to article 150, paragraph 4, of the Brazilian Corporate Law, and article 10, paragraph 1, of the Company's Bylaws

The hereby elected Board members declared to be free from office, pursuant to article 147, paragraph 1, of the Brazilian Corporate Law and pursuant to CVM Normative Ruling No. 367, of May 29, 2002, and shall take office upon the execution, within thirty (30) days as of this date, of the instrument of investiture in the Board of Directors Minutes Book.

Mr. RICARDO BISORDI DE OLIVEIRA LIMA was elected as Independent Board Member in view of his compliance with the requirements established in the Novo Mercado Listing Rules, as per the evaluation carried out by the Company's Board of Directors, which also analyzed the declaration of independence presented by such candidate.

Lastly, in view of the dismissal and not reelection of Ms. Sonia Julia Sulzbeck Villalobos from the position of Independent Board Member, to whom we express our gratitude for her dedication and performance during the exercise of her duties as a member of the Board of Directors, the Company's management states that it has already engaged a renowned international independent consulting firm for the selection of executives to assist it in the selection of a suitable replacement for the position of Independent Member of the Board of Directors, and as soon as such replacement is identified, it will call a new General Shareholders' Meeting for his/her election. Until the election of such Independent Member of the Board of Directors, the Company's Board of Directors will have a vacant seat.

  1. By unanimous vote of those present, being the abstentions noted, according to the consolidated voting map in Ehxibit Ito these minutes, approve, without reservations, update the Company's capital stock, as provided for in the caput of Article 5 of the Company's Bylaws, in order to reflect the current expression of the Company's capital stock, as well as the current number of shares issued by the Company after the Company's Follow-on, carried out according to Material Facts disclosed on May 28, June 10 and June 22, 2021, and approved at the Company's Board of Directors Meeting held on June 22, 2021, filed before the JUCESP in the session of September 02, 2021 under No. 433.815/21-8 ("Restricted Offering"), in which the Company's capital stock was increased within the authorized capital limit, in the amount of one billion, seven hundred and twenty million, four hundred and thirty-nine thousand, three hundred reais (R$1,720,439,300.00), through the issuance of one hundred and thirty-seven million, six hundred and thirty-five thousand, one hundred and forty-four (137,635,144) new common, nominative shares with no par value issued by the Company.

Due to the Company's capital stock increase within the Restricted Offering, the Company's new capital stock now amounts to two billion, one hundred and one million, four hundred and eighty- nine thousand, four hundred and four reais and seven centavos (R$2,101,489,404.07), divided into six hundred and ninety-six million, three hundred and thirty-four thousand, two hundred and twenty-four (696,334,224) common, nominative shares with no par value.

Due to the resolution approved in item (c) above, the caput of Article 5 of the Company's Bylaws shall be in force and effect with the following new wording, and the consolidated Bylaws of the Company is attached as Ehxibit IIto these minutes

"Article 5. The capital stock is two billion, one hundred and one million, four hundred and eighty- nine thousand, four hundred and four reais and seven centavos (R$2,101,489,404.07), divided into six hundred and ninety-six million, three hundred and thirty-four thousand, two hundred and twenty-four (696,334,224) nominative, book-entry common shares with no par value."

Closure: There being no further business to discuss, the General Meeting was adjourned and these minutes were drawn up, pursuant to article 130 of the Brazilian Corporate Law, which, read and found to be in compliance, was signed by all shareholders present. Chairman: Marcelo Lucon. Secretary: Marcello Guidotti.

Shareholders:

Shareholders that attended the General Meeting in person: BEST INVESTMENT CORPORATION (pp. Christiano Marcos de Godoy - OAB/SP nº 154.078); AMUNDI FUNDS (p.p. Christiano Marcos de Godoy - OAB/SP nº 154.078).

Shareholders that voted by means of a Distance Voting Bulletins sent to the bookkeeping agent: CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN; EMPLOYEES RET SYSTEM OF THE STATE OF HAWAII; NORGES BANK; PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEX; STATE ST GL ADV TRUST COMPANY INV FF TAX EX RET PLANS; THE DFA INV T CO ON BEH ITS S THE EM SLL CAPS; BLACKROCK ADVANTAGE GLOBAL FUND INC; WASHINGTON STATE INVESTMENT BOARD; LOS ANGELES COUNTY EMPLOYEES RET ASSOCIATION; LEGG MASON GLOBAL FUNDS PLC; FORD MOTOR CO DEFINED BENEF MASTER TRUST; FORD MOTOR COMPANY OF CANADA, L PENSION TRUST; INTERNATIONAL MONETARY FUND; THE REGENTS OF THE UNIVERSITY OF CALIFORNIA; EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU; ALASKA PERMANENT FUND; BLACKROCK GLOBAL FUNDS - S. GLOBAL SMALLCAP FUND; ISHARES PUBLIC LIMITED COMPANY; THE MASTER T BK OF JPN, LTD AS T OF NIKKO BR EQ MOTHER FUND; ISHARES II PUBLIC LIMITED COMPANY; SUNSUPER SUPERANNUATION FUND; JOHN HANCOCK FUNDS II EMERGING MARKETS FUND; PEOPLE S BANK OF CHINA; ISHARES MSCI EMERGING MARKETS SMALL CAP ETF; COLLEGE RETIREMENT EQUITIES FUND; SPDR SP EMERGING MARKETS SMALL CAP ETF; SSGATC I. F. F. T. E. R. P. S. S. M. E. M. S. C. I. S. L.F.;

VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF; CUSTODY BANK OF JAPAN, LTD. RE: RTB NIKKO B. E. A. M. F.; ISHARES III PUBLIC LIMITED COMPANY; NTGI-QM COMMON DAC WORLD EX-US INVESTABLE MIF - LENDING; ST ST MSCI EMERGING MKT SMALL CI NON LENDING COMMON TRT FUND; UPS GROUP TRUST; ISHARES MSCI BRAZIL SMALL CAP ETF; SSGA SPDR ETFS EUROPE I PLC; ADVANCED SERIES TR - AST BLACKROCK GL STRATEGIES PORTFOLIO; EATON VANCE RICHARD BERNSTEIN ALL ASSET STRATEGY FUND; MERCER QIF FUND PLC;

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

EcoRodovias Infraestrutura e Logística SA published this content on 16 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 November 2021 21:46:17 UTC.