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)