Material Fact | 3rd Share Buyback Program
Material Fact | 3rd Share Buyback Program
MATERIAL FACT
START OF THE 3rd SHARE BUYBACK PROGRAM
CCR S.A. (“Company” or “CCR”) (B3: CCRO3; Bloomberg: CCRO3 BZ; Reuters: CCRO3.SA), hereby informs its shareholders and the market in general that the Board of Directors has approved, on this date, the start of the Company’s new share buyback program, authorizing CCR to acquire up to 3,500,000 common shares issued by the Company (“3rd Share Buyback Program”), under the following conditions:
Purpose: The purpose of the 3rd Share Buyback Program is to acquire shares issued by the Company, in order to enable it to comply with its own obligations resulting from the Long-Term Incentive Program of CCR S.A., as approved at the Extraordinary Shareholders’ Meeting held on April 19, 2023. Said shares may be held in treasury, sold or cancelled, without reducing the Company’s share capital, pursuant to Paragraph 1 of Article 30 of Law 6,404/76 (“Brazilian Corporation Law”) and CVM Resolution 77/22 (“CVM Resolution 77”).
Shares currently outstanding and held in treasury and the quantity of shares to be acquired: The Company currently has, prior to the implementation of the 3rd Share Buyback Program, (i) 991,920,937 outstanding common shares and (ii) 6,384,118 treasury common shares. Within the scope of the 3rd Share Buyback Program, the Company may, at its sole discretion, acquire up to 3,500,000 common shares, corresponding to up to 0.1733% of the total shares it issued.
Price and acquisition method: The shares may be acquired on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), at market price, with the Company’s management in charge of deciding the time and the quantity of shares to acquire, either in a single transaction or a series of transactions, respecting the limits provided for in the applicable regulation.
Buyback Program Duration: The shares that are the object of the 3rd Share Buyback Program may be acquired in up to 18 (eighteen) months as of today.
Financial Institutions to act as brokers: The acquisition of Company shares within the scope of the 3rd Share Buyback Program may be brokered by the following financial institutions: (i) BTG Pactual Corretora de Títulos e Valores Mobiliários S.A., inscribed in the register of corporate taxpayers (CNPJ/ME) under number 43.815.158/0001-22, headquartered at Av. Brigadeiro Faria Lima, 3477, 14º andar, Parte, Itaim Bibi, CEP 04538-133, in the city and state of São Paulo; and (ii) Itaú Corretora de Valores S.A., inscribed in the register of corporate taxpayers (CNPJ/ME) under number
61.194.353/0001-64, headquartered at Av. Brigadeiro Faria Lima, 3500, 10º andar, Parte, Itaim Bibi, CEP 04538-132, in the city and state of São Paulo.
Funds available: Transactions conducted under the 3rd Share Buyback Program will be backed by the balance of the Statutory Reserve for the Equalization of the Company’s Dividends and Investments, as provided for in its Bylaws. Moreover, the balance of retained earnings for the current fiscal year may be used, if available, at the time of the acquisition.
Verification of the availability of funds: The availability of funds to back transactions for the acquisition of own shares shall be verified based on the latest annual, interim or quarterly financial statements disclosed by the Company prior to the actual transfer, to the Company itself, of ownership of the shares it issued.
Rights of treasury shares: Under the terms of the applicable legislation, the shares – while held in treasury – shall not be entitled to property or political rights. Pursuant to Paragraph 2 of Article 11 of CVM Resolution 77, treasury shares will not be considered when calculating quorums to call meetings and pass resolutions, as provided for in Brazilian Corporation Law and the securities market regulation.
Other information on the 3rd Share Buyback Program, as required by Appendix G to CVM Resolution 80, of March 29, 2022, is provided in the Appendix to the Minutes of the Board of Directors’ Meeting held on December 18, 2024, available on the Company’s Investor Relations website (https://ri.grupoccr.com.br/) and in the system of the Brazilian Securities and Exchange Commission (https://sistemas.cvm.gov.br/).
São Paulo – SP, December 18, 2024.
CCR S.A. WALDO PEREZ
Vice President of Finance and Investor Relations
