Ecorodovias Infraestrutura E Logistica S.a.BMFBOVESPA: ECOR3

Notice on Related-Party Transactions - Ecovias Raposo Castello, Ecovias Rio Minas and Ecovias Noroeste Paulista

· Issued by Ecorodovias Infraestrutura E Logistica S.A.
NOTICE ON RELATED-PARTY TRANSACTIONS ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A.

Publicly Held Company

Corporate Taxpayer ID (CNPJ/MF): 04.149.454/0001-80

ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A. ("EcoRodovias" or "Company"), in accordance with CVM Resolution 80, hereby announces to its shareholders and the market the following transactions between related parties:

Name of Related Parties and Relations with the Company

  • Concessionária Ecovias Raposo-Castelo S.A. ("Ecovias Raposo Castello"): Indirect Subsidiary of the Company;

  • Ecoriominas Concessionária de Rodovias S.A. ("Ecovias Rio Minas"): Indirect Subsidiary of the Company;

  • Concessionária de Rodovias Noroeste Paulista S.A. ("Ecovias Noroeste Paulista", and, jointly with Ecovias Raposo Castello and Ecovias Rio Minas, "Principals"): Indirect Subsidiary of the Company;

  • Consórcio Instalações S-M ("Contracted Consortium"), in which Sinelec Brasil Ltda. holds 70% of the capital;

  • Sinelec Brasil Ltda. ("Sinelec");

Sinelec is indirectly controlled by ASTM, which is the indirect controlling shareholder of the Company, holding 52.7% of EcoRodovias' capital stock.

Objects of the Agreements

  • The Supply and Service Agreements - IDCT14508, IDCT14507, and IDCT14509 - entered into between Ecovias Raposo Castello, Ecovias Rio Minas, and Ecovias Noroeste Paulista, respectively, and the Contracted Consortium, are intended for the supply and implementation of the Multi Lane Free Flow (MLFF) System, including both materials and services ("Implementation Agreements").

  • The Service Agreements - IDCT14527 and IDCT14526, entered into between Ecovias Raposo Castello and Ecovias Rio Minas, respectively, and Sinelec, are intended for the maintenance of the Multi Lane Free Flow (MLFF) System Software ("Software Maintenance Agreements", and, jointly with the Implementation Agreements, "Agreements").

Main Terms and Conditions

Duration of Agreements: April 2, 2031. Amounts of the Implementation Agreements:

  • IDCT14508 (Ecovias Raposo Castello): two hundred fourteen million, thirty-eight thousand, and six hundred twelve reais (R$214,038,612.00).

  • IDCT14507 (Ecovias Rio Minas): seventy-seven million, eight hundred three thousand and seventy-four reais (R$77,803,074.00).

  • IDCT14509 (Ecovias Noroeste Paulista): fifty-three million, seven hundred forty-two thousand, and three hundred fifteen reais (R$53,742,315.00).

Amounts of the Software Maintenance Agreements:

  • IDCT14527 (Ecovias Raposo Castello): eight million, one hundred thirty-nine thousand, and six hundred reais (R$8,139,600.00).

  • IDCT14526 (Ecovias Rio Minas): eight million, and three hundred seventy-nine thousand reais (R$8,379,000.00).

The total amount of the Agreements is three hundred sixty-two million, one hundred two thousand, and six hundred one reais (R$362,102,601.00), of which three hundred forty-five million, five hundred eighty-four thousand, and one reais (R$345,584,001.00) is allocated to the Contracted Consortium, and sixteen million, five hundred eighteen thousand, and six hundred reais (R$16,518,600.00) is allocated to Sinelec.

The prices for services, materials, and software licenses will be adjusted annually, every twelve (12) months from the date the agreement is signed, based on the cumulative variation in the Broad Consumer Price Index (IPCA), as published by the Brazilian Institute of Geography and Statistics (IBGE), or by any other official index that may replace it.

Reasons why the Company's management considers that the transactions were carried out on an arm's length basis or establish adequate compensation

The Management considers that the transactions were carried out on an arm's length basis because: (i) the rules established in the Policy on Related-Party Transactions, as available on the Company's Investor Relations website, were followed; and (ii) the contractual conditions are in accordance with market practices (e.g., general clauses usually adopted in contracts signed by the Company for the type of contract and nature of the obligations).

Information on potential participation of the counterparty, its partners or members of management in the Company's decision-making process regarding the transactions or in negotiations relating to the transactions as representatives of the Company, describing such participation

The Company informs that, following the Audit Committee's recommendation, the Agreements were presented to and approved by the Board of Directors, with the abstentions of the conflicted directors duly recorded.

Subsequently, the Agreements were discussed and approved at meetings of the Boards of Directors of Ecovias Raposo Castello, Ecovias Rio Minas, and Ecovias Noroeste Paulista.

São Paulo, December 23, 2025.

Marcello Guidotti

CEO and Investor Relations Officer EcoRodovias Infraestrutura e Logística S.A.

55 (11) 3787-2612/2674/2686

invest@ecorodovias.com.br

http://www.ecorodovias.com.br/ri

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