Material Fact | Transaction of Airport Plataform
Material Fact | Transaction of Airport Plataform
MATERIAL FACT
MOTIVA INFRAESTRUTURA DE MOBILIDADE S.A. (“Company”) (B3: MOTV3; Bloomberg: MOTV3 BZ; Reuters: MOTV3.SA), in compliance with CVM Resolution No. 44, dated August 23, 2021, and further to the material fact of May 18, 2025 and the market announcements of May 31, 2024, March 13, 2025, and October 7, 2025, hereby informs its shareholders and the market in general that, on this date, it entered into a Stock Purchase and Sale Agreement and Other Covenants with Aeropuerto de Cancún, S.A. de C.V., a subsidiary of Grupo Aeroportuario del Sureste, S.A.B. de C.V. (“ASUR”), under which ASUR agreed to purchase, and the Company agreed to sell, all shares issued by Companhia de Participações em Concessões (“CPC”) held by the Company (“Shares” and “Transaction”).
CPC is a holding company that encompasses all of the Company’s interests in its airport assets in Brazil and abroad. In the context of the Transaction, CPC’s equity value was assessed at R$ 5,000,000,000.00 (five billion Reais) and is subject to certain adjustments to be made up to the closing of the Transaction.
The effective implementation of the Transaction is subject to the fulfillment of customary conditions precedent for this type of transaction, including approvals from government authorities in Brazil (such as Agência Nacional de Aviação Civil – ANAC) and abroad, as well as antitrust authorities abroad.
This Transaction is aligned with Motiva’s Strategic Plan, enabling value unlocking and portfolio simplification, and providing greater strategic flexibility for profitable and selective growth in the toll roads and rails segments in Brazil.
Motiva was advised by Lazard and Itaú BBA as financial advisors and by Pinheiro Neto Advogados as legal counsel in the Transaction.
The Company will keep its shareholders and the market informed regarding the Transaction.
São Paulo/SP, November 18, 2025.
MOTIVA INFRAESTRUTURA DE MOBILIDADE S.A.
WALDO PEREZ
Vice President of Finance and Investor Relations Officer
