MOTV3

Motiva Infraestrutura de Mobilidade S.A. is a Brazilian publicly traded company incorporated in 1998, created by combining stakes in different highway concessions such as AutoBAn, NovaDutra, ViaLagos and RodoNorte. Over 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 what was then B3, a segment focused on high standards of corporate governance. Motiva’s common shares are traded on B3 under the ticker MOTV3, which replaced the former code CCRO3 as of May 2025.

Motiva’s control has historically been linked to engineering and concession groups, with the Camargo Corrêa group (now Grupo Mover), Andrade Gutierrez and Soares Penido playing a relevant role in its formation. The ownership structure has undergone several adjustments, 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 signed an agreement to acquire all of the shares held by AGPar in the company, a transaction completed in September of that year. As a result, the controlling shareholder group came to be composed of Grupo Mover, Grupo Opper, Itaúsa and Votorantim, organized through a new shareholders’ agreement that governs the exercise of political and economic rights and seeks to provide stability in the management of the business.

Motiva’s business model is based on operating transportation and mobility infrastructure concessions, with a predominant focus on toll highways, urban rail/metro systems and airports. The company acts as an operator and manager of granted assets, generating revenue mainly through tolls on highways, passenger transport 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 booths and automatic identification systems, including free-flow technology, implemented in a pioneering manner through its subsidiary RioSP, which allows 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 granted 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, in addition to stakes in ViaRio and Renovias. The concessions involve the operation, maintenance, expansion and modernization of road infrastructure, with heavier investment obligations in the early years of each contract. In 2024, annual traffic on the highways operated exceeded 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 systems and LRT 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 transport systems and related services. This segment is focused on providing public urban passenger transport services under concession arrangements, with revenue based on fares, availability payment contracts with public authorities and, in some cases, ancillary revenue such as commercial use of spaces. The presence in rail reinforces the strategy of modal diversification and increases the company’s exposure to high-capacity public transit.

Motiva’s airport segment brings together concessions in Brazil and abroad, including interests in 20 airports, 17 of which are located in various 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, as well as 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. Revenue from these assets includes 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 important 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, as well as a municipal concession for an urban roadway in the city of Rio de Janeiro (ViaRio, responsible for the Transolímpica link). In rail, 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 tourist and business destinations adds geographic and demand diversification to the consolidated revenue base.

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

From an economic and financial standpoint, Motiva exhibits 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 diversified, with no single customer accounting for more than 10% of net revenue, reflecting the nature of service provision 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 corporate governance practices, transparency and the integration of environmental, social and governance aspects into its long-term strategy.

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