instrumento particular de quinta alteração ao acordo de
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instrumento particular de quinta alteração ao acordo de
PRIVATE INSTRUMENT OF THE EIGHTH AMENDMENT OF THE SHAREHOLDERS AGREEMENT OF CCR S.A. Through this particular instrument, ANDRADE GUTIERREZ CONCESSÕES S.A., a corporation headquartered in the city of Belo Horizonte, Minas Gerais, at Avenida do Contorno, 8.123, entered in the National Register of Legal Entities of the Ministry of Finance (“CNPJ/MF”) under no. 03.601.314/0001-38, herein represented pursuant to its Bylaws (“AGC”); CAMARGO CORRÊA INVESTIMENTOS EM INFRA-ESTRUTURA S.A., a corporation headquartered in São Paulo, São Paulo, at Rua Funchal, 160, Bloco 4, CNPJ/MF under no. 02.372.232/0001-04, herein represented pursuant to its Bylaws (“CCII”); SOARES PENIDO CONCESSÕES S.A., a corporation headquartered in São Paulo, São Paulo, at Av. Nove de Julho, 4.939, 14th floor, conj. 143 and 144, Escritórios Europa, Torre B, registered on the Corporate Taxpayer Roll of the Treasury Ministry under no. 10.291.050/0001-29, herein represented pursuant to its Bylaws (“SPC”); SOARES PENIDO OBRAS, CONSTRUÇÕES E INVESTIMENTOS S.A., a limited liability company headquartered in the City of São Paulo, State of São Paulo, at Avenida Pedroso de Moraes, 1619, conjunto 801, CNPJ/MF under no. 10.328.517/0001-68, herein represented pursuant to its Bylaws (“SPO”); VBC ENERGIA S.A., a corporation headquartered in São Paulo, São Paulo, at Rua Funchal, 160, 3rd floor, room 1, CNPJ/MF under no. 00.095.147/0001-02, herein represented pursuant to its Bylaws (“VBC”); CONSTRUTORA ANDRADE GUTIERREZ S.A., a publicly-held corporation headquartered in the City of Belo Horizonte, State of Minas Gerais, at Avenida do Contorno, 8.123, CNPJ/MF under no. 17.262.213/0001-94, herein represented pursuant to its Bylaws (“CAG”); AGC PARTICIPAÇÕES LTDA., a limited liability corporation headquartered in the City of Belo Horizonte, Minas Gerais at Avenida do Contorno, 8.123, CNPJ/MF under no. 03.601.304/0001-00, herein represented pursuant to its Bylaws (“AGC Participações”), (AGC, CCII, SPC, SPO, VBC, CAG and AGC Participações are, collectively, known as the “Parties” and, individually, “Party”); And also as a third party: CCR S.A., previously called Companhia de Concessões Rodoviárias, a corporation headquartered in São Paulo, São Paulo, at Avenida Chedid Jafet, 222, bloco B, 5 th floor, CNPJ/MF under no. 02.846.056/0001-97, herein represented pursuant to its Bylaws (the “COMPANY”). WHEREAS: (a) On October 18, 2001 Camargo Corrêa Transportes S.A., Serveng - Civilsan S.A. - Empresas Associadas de Engenharia, Brisa Participações e Empreendimentos Ltda., Construtora Andrade Gutierrez S.A., Odebrecht Serviços de Infra-Estrutura S.A. and SVE Participações S.A., with the intention to formalize their relationship as shareholders of the COMPANY, have signed a Shareholders Agreement (the “Shareholders Agreement”); (b) On March 13, 2002, the Shareholders Agreement was amended to reflect the transfer of the entire shareholding held by Construtora Andrade Gutierrez S.A. to AGC; (c) On November 21, 2006, the shareholders of the COMPANY concluded the Second Amendment to the Shareholders Agreement to adapt and modify its provisions to the withdrawal of Odebrecht Serviços de Infra-Estrutura S.A. and SVE Participações S.A.; (d) On July 30, 2009, the shareholders entered the Third Amendment to the Shareholders Agreement to reflect the transfer of all of the shares held by Serveng Civilsan S.A. - Empresas Associadas de Engenharia to SPC; (e) On July 22, 2010, AGC, CCII, SPC e Brisa Participações e Empreendimentos Ltda. (“BPE”) signed the Fourth Amendment to the Shareholders Agreement, to assign the non-binding a portion of the shares held by BPE and the binding of additional shares owned by AGC and CCII; (f) On September 22, 2010, the Parties signed the Fifth Amendment to the Shareholders Agreement, by which Aguilha Participações e Empreendimentos Ltda. and SPO were admitted as Parties to the Shareholders Agreement as a result of the respective partial spinoffs by BPE and SPC. (g) On September 23, 2010, the Parties signed the Sixth Amendment to the Shareholders Agreement, by which (i) BPE withdrew from the Shareholders Agreement and unlinked from the aforementioned agreement the total amount of the COMPANY’s shares it owned; and (ii) the other Parties to the Shareholders Agreement at the time, in order to maintain the COMPANY’s shares representing 51% (fifty-one percent) of capital stock linked to the Shareholders Agreement included VBC in this Shareholders Agreement, a company belonging to the Camargo Corrêa Group, CAG and AGC Participações, belonging to the Andrade Gutierrez Group, binding the shares they owned to the COMPANY’s shares; (h) On October 18, 2011, the Parties signed the Seventh Amendment to the Shareholders Agreement, by which (i) the total split off was consigned as was the extinguishment of Aguilha and, consequently, the assignment of the shares owned by Aguilha bound to the Shareholders Agreement, representing 6% (six percent) of the COMPANY’s capital stock, to its sole partners, that is SPC, AGC and CCII and (ii) consignment was made of the existence of a lien on 15,919,579 (fifteen million, nine hundred and nineteen thousand, five hundred and seventy-nine) shares issued by the COMPANY, all owned by SPC; (i) On November 25, 2011, the COMPANY’s Extraordinary Shareholders Meeting approved the split of all of the shares issued by the COMPANY in a proportion of 1:4 (one to four), without altering the value of the capital stock; (j) On July 17, 2012, CAG assigned all of its 4,659,860 (four million, six hundred and fifty-nine thousand, eight hundred and sixty) shares representing 0.2639% of the capital stock of the COMPANY, which therefore came to own 293,349,824 (two hundred and ninety-three million, three hundred and forty-nine thousand, eight hundred and twenty-four) shares bound to the Shareholders Agreement, representing 16.6149% of the COMPANY'S capital stock; THE PARTIES HEREBY RESOLVE to amend the Shareholders Agreement with the following terms and conditions in order to adjust it to the COMPANY’S new reality. 1. DEFINED TERMS Defined terms used herein have the meanings ascribed to them in the Shareholders Agreement. 2. TRANSFER OF AGREEMENT SHARES BOUND TO THE SHAREHOLDERS 2.1. CAG assigns and transfers, through this act, to AGC, all of its rights and obligations deriving from the Shareholders Agreement, in view of the assignment of the COMPANY's shares owned by CAG to AGC, as described in the aforementioned Whereas (j). 2.2. In view of the split of the COMPANY's shares and the transfer of CAG’s bound shares to AGC, as described in the aforementioned Whereas (i) and (j), the COMPANY's shares bound to the Shareholders Agreement shall now be distributed as follows: SHAREHOLDER AGC AGC Participações CCII VBC SPC SPO Total 3. NUMBER OF BINDING PERCENTAGE OF PERCENTAGE OF SHARES BINDING SHARES CAPITAL STOCK 32.5782% 0.7552% 29.8831% 3.4502% 23.3953% 9.9380% 100.00% 16.6149% 0.3851% 15.2404% 1.7596% 11.9316% 5.0684% 51.0000% 293,349,824 6,800,000 269,082,304 31,067,520 210,663,084 89,486,740 900,449,472 AMENDMENT TO ANNEX 1.1 3.1. As a result of the split of the COMPANY's shares and the transfer of shares, pursuant to Clause 2 above, item I of Annex 1.1 of the Shareholders Agreement now shall take effect with the following wording: Annex 1.1 DISTRIBUTION, MEASUREMENT AND EXPLANATION OF THE NUMBER OF BINDING SHARES (1) DISTRIBUTION OF SHARES BETWEEN THE PARTIES The Binding Shares shall be allocated between the Parties based on the percentage below: PERCENTAGE OF PERCENTAGE OF BINDING SHARES CAPITAL STOCK AGC 32.5782% 16.6149% AGC Participações 0.7552% 0.3851% CCII 29.8831% 15.2404% VBC 3.4502% 1.7596% SPC 23.3953% 11.9316% SPO 9.9380% 5.0684% TOTAL 100.00% 51.00% 4. AMENDMENT OF CERTAIN CLAUSES IN THE SHAREHOLDERS AGREEMENT 4.1. In order to exclude CAG as a Party to the Shareholders Agreement, the Parties changed clauses 1.9, 4.4 and 6.1.1.(i) of the Shareholders Agreement, which shall henceforth read as follows: “1.9. – “Parties” means AGC, CCII, SPC, SPO, VBC and AGC Participações.” “4.4. – Pursuant to Clause 4.3 above, AGC Participações is an Affiliate of AGC and VBC is an Affiliate of CCII.” “6.1.1. – (...) (i) AGC and AGC Participações shall indicate, together, 3 (three) members of the Board of Directors and their respective alternates; CCII and VBC shall indicate, together, 3 3 (three) members of the Board of Directors and their respective alternates; SPC shall indicate 2 (two) members of the Board of Directors and their respective alternates and SPO shall indicate 1 (one) member of the Board of Directors and respective alternate;” 4.2. Furthermore, the Parties resolve to alter Clause 10.1, which now has the following wording “10.1. - All communications and announcements concerning compliance with the provisions and procedures set forth in this Shareholders Agreement shall be made in writing, in Portuguese, by facsimile, registered mail, telegram or notarized, addressed to the Parties as set forth below: If for AGC and/or AGC Participações: Andrade Gutierrez Concessões S.A. Avenida do Contorno, 8.123 30110-910 - Belo Horizonte, MG Fax nº (031) 3290-6707 At.: Mr. Ricardo Coutinho de Sena If for CCII and/or VBC: Camargo Corrêa Investimentos em Infra-Estrutura S.A. Rua Funchal, 160 - bloco 4 04551-903 - São Paulo, SP Fax nº (011) 3841-5522 At.: Mr. Francisco Caprino Neto If for SPC: Soares Penido Concessões S.A. Av. Nove de Julho, 4.939, 14º andar, conj. 143 e 144, Escritórios Europa, Torre B, Jardim Paulista 01407-200 - São Paulo, SP Fax nº (011) 3071 3145 - ramal 117 At.: Ms. Ana Maria Marcondes Penido Sant’Anna If for SPO: Soares Penido Obras, Construções e Investimentos Ltda. Av. Pedroso de Moraes, 1.619, conj. 801 05419-001 - São Paulo, SP Fax nº (011) 3032-5655 At.: Ms. Rosa Evangelina Marcondes Penido Dalla Vecchia If for the COMPANY: CCR S.A. Avenida Chedid Jafet, nº 222, Bloco B, 5º andar 04551-065- São Paulo, SP Fax nº (011) 3048-5911 At.: Mr. Renato Alves Vale or “CEO” 5. COMMUNICATION WITH DEPOSITORY INSTITUTION 5.1. The Parties shall ensure listing in their books and registries appropriate for the COMPANY and with the Depository Institution responsible for registering the COMPANY’s shares owned by shareholders, the binding of the shares owned by the shareholders 6. OTHER PROVISIONS 6.1. The Parties hereby ratify in this act all the other clauses of the Shareholders Agreement not specifically amended by this Amendment, which shall remain in effect. 6.2. This instrument is an addition to the Shareholders Agreement and is an integral part of any and all legal and contractual purposes, together with the amendments signed on March 13, 2002, November 21, 2006, July 30, 2009, July 22, 2010, September 22, 2010, September 23, 2010, and October 18, 2011. 6.3. The Parties expressly ratify that Sections IX (Duration), X (Communications), XI (Invalidity and Unenforceability), XII (Assignment and Amendment), XIII (Miscellaneous Provisions) and XIV (Governing Law, Arbitration and Jurisdiction) of the Shareholders Agreement, as amended by its Amendments, are incorporated by reference and apply to this Eighth Amendment as if here were transcribed in their entirety In witness thereof, the Parties have executed this Amendment in 5 (five) copies of equal content from form in the presence of 2 (two) undersigned witnesses identified below. São Paulo, July 26, 2012. __________________________________________________________________ ANDRADE GUTIERREZ CONCESSÕES S.A. By: Ricardo Coutinho de Sena and Paulo Roberto Reckziegel Guedes Cargo: Directors __________________________________________________________________ CONSTRUTORA ANDRADE GUTIERREZ S.A. By: Eduardo Borges de Andrade Cargo: Legal Representative __________________________________________________________________ AGC PARTICIPAÇÕES LTDA. By: Ricardo Coutinho de Sena and Paulo Roberto Reckziegel Guedes Cargo: Directors __________________________________________________________________ CAMARGO CORRÊA INVESTIMENTOS EM INFRA-ESTRUTURA S.A. By: Daniela Corci Cardoso and Arthur Sanchez Badin Cargo: Legal Representative _________________________________________________________________ VBC ENERGIA S.A. By: Rodrigo Cardoso Barbosa and Arthur Sanchez Badin Cargo: Director and Legal Representative _________________________________________________________________ SOARES PENIDO CONCESSÕES S.A. By: Ana Maria Marcondes Penido Sant’Anna Cargo: CEO ___________________________________________________________________ SOARES PENIDO OBRAS, CONSTRUÇÕES AND INVESTIMENTOS S.A. By: Rosa Evangelina Marcondes Penido Dalla Vecchia Cargo: CEO Third Party: ___________________________________________________________________ CCR S.A. By: Renato Alves Vale and Antônio Linhares da Cunha Cargo: CEO and Business Development Officer Witnesses: 1. ________________________________ Name: RG: CPF: 2.________________________________ Name: RG: CPF: (continuation of the signature page of the Private Instrument of the Seventh Amendment of the Shareholders Agreeement of CCR S.A., signed on July 26, 2012)
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