MOTV3 Motiva

Motiva Infraestrutura de Mobilidade S.A. is a Brazilian publicly held company incorporated in 1998, created by combining interests in different highway concessions such as AutoBAn, NovaDutra, ViaLagos and RodoNorte. Throughout its history, it has undergone successive corporate reorganizations, changes in its controlling shareholder group and portfolio diversification moves within the transportation infrastructure sector. In 2000, it obtained its public company registration and, in 2002, became the first company to sign a Novo Mercado listing agreement with the then B3, a segment aimed at high standards of corporate governance. Motiva’s common shares are traded on B3 under the ticker MOTV3, which replaced the former CCRO3 code as of May 2025.

Motiva’s control has historically been linked to engineering and concession groups, with Camargo Corrêa (now Grupo Mover), Andrade Gutierrez and Soares Penido playing a relevant role in its formation. The ownership structure has gone through several changes, including the entry and exit of shareholders, spin‑offs of investment vehicles and internal reorganizations. A recent milestone occurred in 2022, when Itaúsa and Votorantim entered into an agreement to acquire all the shares held by AGPar in the company, a transaction completed in September of that year. As a result, the controlling block came to be formed by Grupo Mover, Grupo Opper, Itaúsa and Votorantim, organized under a new shareholders’ agreement that governs the exercise of political and economic rights and seeks to provide stability to the conduct of the business.

Motiva’s business model is based on operating transportation and mobility infrastructure concessions, with a predominant focus on toll roads, urban metro‑rail systems and airports. The company acts as an operator and asset manager of concession assets, generating revenue mainly from tolls on highways, passenger transportation fares on rail systems and airport revenues. In 2024, 57.5% of gross revenue, excluding construction revenue, was generated by tolls on highway concessions. The company operates manual toll plazas and automatic identification systems, including free‑flow technology, implemented in a pioneering way through subsidiary RioSP, which enables electronic toll collection without traditional physical plazas.

Motiva’s businesses are organized into three main operating segments: Highways, Rail and Airports. In the highway segment, as of December 31, 2024, the company managed 4,475 kilometers of concession highways in states such as São Paulo, Rio de Janeiro, Mato Grosso do Sul, Paraná, Santa Catarina and Rio Grande do Sul, through concessionaires such as AutoBAn, ViaOeste, SPVias, RodoAnel Oeste, RioSP, ViaLagos, MSVia, ViaSul, ViaCosteira, PRVias and Rota Sorocabana, as well as interests in ViaRio and Renovias. The concessions involve operating, maintaining, expanding and upgrading road infrastructure, with more intensive investment obligations in the early years of each contract. In 2024, annual traffic on the highways operated totaled more than 1.2 billion equivalent vehicles, with a strong historical correlation between traffic volume and changes in Brazil’s GDP.

In the rail segment, Motiva participates in the operation of metro‑rail and LRT systems in densely populated metropolitan regions. Concessions include Metrô Bahia, ViaQuatro (Line 4 of the São Paulo Metro), ViaMobilidade Lines 5 and 17, Line 15, VLT Carioca, ViaMobilidade Lines 8 and 9 and other special purpose entities linked to rail‑based transportation systems and related services. This segment focuses on providing public urban passenger transportation services under concession agreements, with revenues based on fares, public consideration agreements and, in some cases, ancillary revenues such as commercial use of spaces. The presence in rail reinforces the modal diversification strategy and increases the company’s exposure to high‑capacity mass transit.

Motiva’s airport segment brings together concessions in Brazil and abroad, including interests in 20 airports, 17 of which are located in several Brazilian states and 3 abroad, in Quito (Ecuador), San José (Costa Rica) and Curaçao. In Brazil, highlights include Confins International Airport (BH Airport), the South Block and Central Block of granted airports, and Pampulha Airport in Belo Horizonte, operated for 30 years under a state concession. Abroad, the company is part of consortia that operate Mariscal Sucre International Airport in Quito; Juan Santamaría International Airport in Costa Rica, whose concession has been extended until 2036; and Curaçao International Airport. Revenues from these assets include airport fees, services to airlines, commercial concessions and other sources typical of the sector.

Geographically, Motiva has a strong concentration of assets in Brazil, but with a relevant international presence through airport concessions. In Brazil, its federal and state highways form a network that connects key logistics corridors and metropolitan regions in São Paulo, Rio de Janeiro, Minas Gerais, Mato Grosso do Sul, Paraná, Santa Catarina and Rio Grande do Sul, in addition to a municipal urban road concession in the city of Rio de Janeiro (ViaRio, responsible for the Transolímpica link). In rail, the systems are concentrated in São Paulo, Rio de Janeiro and Bahia, reinforcing its presence in major urban centers. Internationally, exposure to passenger traffic at airports in business and tourist destinations adds geographic and demand diversification to the consolidated revenue base.

Motiva’s activities are heavily influenced by government regulation and concession agreements entered into with federal, state and municipal grantors. The company operates under the framework of the concessions, PPP, and public procurement laws and specific legislation for highways, railways and free‑flow systems, as well as ANTT rules for federal highways, state regulatory agencies such as ARTESP in São Paulo, and ANAC in the civil aviation sector. Concession agreements set terms, tariff adjustment rules linked to inflation indices, mandatory investments, mechanisms for restoring the economic‑financial balance and conditions for the reversion of assets to the grantor at the end of the concessions, including provisions for indemnification for non‑amortized investments.

From an economic and financial standpoint, Motiva has the typical profile of a capital‑intensive infrastructure company, with significant indebtedness and concentrated investment cycles, especially in the early stages of new concessions. In 2024, net revenue, excluding construction revenue, exceeded R$ 14 billion, with EBITDA and adjusted EBITDA generation consistent with a business model based on long‑term contracts. The customer base is highly fragmented, with no single customer accounting for more than 10% of net revenue, reflecting the nature of providing services to users of highways, metro systems and airports. Its Novo Mercado listing and inclusion in indices such as Ibovespa, IBrX‑50, IBrX‑100, IGC and ISE reinforce its corporate governance practices, transparency and integration of environmental, social and governance aspects into its long‑term strategy.

In its operations, Motiva is exposed to an environment in which sustainability, road safety, urban mobility and energy efficiency issues are gaining increasing relevance. The concessions require maintenance standards, service levels and performance indicators that directly impact the quality of infrastructure offered and user experience. The company emphasizes its intention to contribute to the economic and social development of the regions where it operates by improving mobility and transportation infrastructure for roads, rail systems and airports, aligning long‑term investments with the need to expand and modernize the logistics and passenger transportation network in Brazil and in selected markets abroad.