CCR S/A Corporate Taxpayer's ID (CNPJ/MF): 02.846.056/0001-97 Company Registry (NIRE): 35.300.158.334 NOTICE ON TRANSACTIONS BETWEEN RELATED PARTIES

In accordance with CVM Instruction 480, of December 7, 2009, as amended, CCR S/A ("CCR" or "Company") (BM&FBovespa:CCRO3; Bloomberg: CCRO3BZ; Reuters: CCRO3.SA) hereby informs its shareholders and the market in general of the 2nd amendment to the transaction between related parties entered into on January 3, 2017, as described below:

Name of the Related Parties

Rodonorte - Concessionária de Rodovias Integradas S/A ("RODONORTE") and J. Malucelli Construtora de Obras S/A ("J.MALUCELLI CONSTRUTORA DE OBRAS").

Relationships with the Company

RODONORTE: direct subsidiary of CCR (85.92%), Cesbe Participações S.A. ("CESBE") (8.08%) and Porto de Cima Concessões S/A ("PORTO DE CIMA") (6.00%), which in turn is a subsidiary of J. Malucelli Administração e Participação S.A. ("J. MALUCELLI ADMINISTRAÇÃO").

J. MALUCELLI CONSTRUTORA DE OBRAS: is a subsidiary of

J. MALUCELLI ADMINISTRAÇÃO.

Therefore, RODONORTE and J. MALUCELLI CONSTRUTORA

DE OBRAS have an indirect shareholder in common, that is, J. MALUCELLI ADMINISTRAÇÃO.

Date of the Transaction

Original agreement: entered into on September 3, 2014 and amended on February 23, 2016, as per the consolidated information in the last updated version of the Reference Form of the subsidiary RODONORTE.

2nd Amendment: January 3, 2017

Purpose of the Agreement

Duplication of BR-376, between km 456+000m and km 465+600m (Stretch II), North and South bounds, including the implementation of three (3) special works of art (OAEs), in accordance with the location below:

  • Bridge over the Arroio Barrinha river (1 bridge) at km 463.12;

  • Bridge over RFFSA (1 overpass) at km 461.00; and

  • Bridge over the Barrinha river (1 bridge) at km 460.10;

The purpose of the agreement includes the supply of all materials, equipment and labor necessary to execute the following services: (i) earthmoving; (ii) drainage; (ii) paving; (iv) complementary works; (v) horizontal and vertical signage; (vi) safety elements; (vii) special works of art, including infrastructure, mesostructure and superstructure; (viii) vegetation

cover; and (ix) all other services necessary to the complete execution of the purpose.

Main Terms and Conditions

  • Start: September 3, 2014.

  • Period: between September 3, 2014 and January 26, 2016.

  • Amount of the original agreement: fifty-seven million, nine hundred eighty-one thousand and three hundred reais and forty centavos (R$57,981,300.40).

  • 1st Amendment: no change to the contractual amount. Extension of the period for executing the works until July 20, 2016 and the contractual term to September 20, 2016.

  • 2nd Amendment: (a) contractual price increase of four million, nine hundred sixty thousand, nine hundred and eighteen reais and ten centavos (R$4,960,918.10) due to Project Modifications (MP), Non-Envisaged Services (NP) and Claim (RD); and (b) extension of the period for executing the works until January 20, 2017 and the contractual term to February 20, 2017.

  • Consolidated amount of the agreement: sixty-two million, nine hundred forty-two thousand, two hundred and eighteen reais and fifty centavos (R$62,942,218.50).

Reasons due to which the Company's management believes that the transaction was held under arm's length conditions or envisages adequate compensatory payment

The Company's management believes that the transaction announced herein was held under arm's length conditions due to the following reasons:

  1. The rules provided in the Company's Policy for Transactions with Related Parties were complied with, as made available on the websites of the Company and the Brazilian Securities and Exchange Commission ("CVM");

  2. In accordance with item (i) above, a bid was held at the overall price and nineteen (19) companies were invited to participate, of which five (5) presented proposals. The prevailing factor for choosing the winning proposal was the lowest price offered;

  3. The conditions agreed for this work are in line with market practices; and

  4. The parties entered into a service agreement reflecting the conditions agreed, composed of (a) general clauses similar to those of any agreement of the same nature and (b) specific clauses related to the economic conditions of the contracted work, given that the payment conditions reflect the conditions agreed upon by RODONORTE and J. MALUCELLI CONSTRUTORA DE OBRAS, in line with the winning proposal and with the other conditions specifically referring to the execution of the scope contracted.

Information on the eventual participation

The members of the CCR's Board of Directors approved, by majority of vote of the attending members, the contracting

of the counterparty, its partners and administrators in the Company's decision process regarding the transaction or the negotiation of the transaction as representatives of the Company, describing these participations

consolidated with the 2nd amendment, considering the absence of one (1) board member.

The members of the Board of Directors of RODONORTE unanimously approved the contracting consolidated with the 2nd amendment.

São Paulo, January 10, 2017.

CCR S.A. ARTHUR PIOTTO FILHO Investor Relations Officer

CCR SA published this content on 10 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 January 2017 22:08:02 UTC.

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