Conference Call Transcript Material Fact – Renovias Acquisition

CCR – Companhia de Concessões Rodoviárias January 30th, 2008

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Operator: Good morning, ladies and gentlemen and thank you for waiting. At this time, we would like to welcome everyone to the CCR - Renovias Acquisition conference call. We would like to inform you that this event is being recorded and all participants will be in listen-only mode during the Company’s presentation. After the Company’s remarks are completed, there will be a question and answer session. At that time further instructions will be given. Should any participant need assistance during this call, please press *0 to reach the operator. Before proceeding, let me mention that forward-looking statements are being made under the Safe Harbor of the Securities litigation reform act of 1996. Forward-looking statements are based on the beliefs and assumptions of CCR management, and on information currently available to the Company. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur in the future. Investors should understand that general economic conditions, industry conditions and other operating factors could also affect the future results of CCR and could cause results to differ materially from those expressed in such forward-looking statements. Now, I will turn the conference over to Mr. Arthur Piotto Filho, the CFO and Investor Relations Officer at CCR. Mr. Arthur, you may begin your conference. Arthur Piotto Filho: Thank you, operator. Good morning everyone, and thank you very much for making the time for joining today’s conference call. As mentioned in the material fact and in the notice to the market published last night, CCR has acquired 40% stake of the Concessionária Renovias S.A. for R$ 265 million. This acquisition has once again shown CCR’s commitment on its strategy of qualified growth by given priority to capital discipline and consequently creating value to its shareholders. Before taking your questions I must inform you that CCR has a confidentiality agreement with the parties involved regarding disclosure of certain information; however, we will try to answer all your questions in the best possible manner. Thank you. Oriana Bastielli, Kairos: Good afternoon. I would like to ask two questions. The first one is according to current percentage you acquired, the consolidation method are you able to apply. And second, if there is any agreement about a potential increase of the stake of CCR in the Company going forward. Thank you. Arthur Piotto Filho: Hello, Oriana. I am sorry, I could not hear the second part of your question. Can you address it again?

Conference Call Transcript Material Fact – Renovias Acquisition

CCR – Companhia de Concessões Rodoviárias January 30th, 2008

2

Oriana Bastielli: Sure. I was wondering if there is any agreement allowing CCR to increase the stake going forward. Arthur Piotto Filho: OK. The first part of the question is about how CCR will account this acquisition. We will consider, in our financial statements, through an equity income procedure. Because according to the Brazilian corporate law, we will only be able to get a full consolidation if we have the controlling stake. And the second part of your question, the answer is: on the current purchase agreement, we do not have any provision that would allow CCR to increase this stake to 50%, 60% or even 100%. But CCR is willing to start negotiation towards that, a greater participation. So, besides this fact, I think it is worth to mention that we are analyzing some other opportunities here and this is a usual thing that the Company has been doing and this is, I would say, a natural step. I would not be surprise if the Company really raises or increases its stake in this new concessionaire. Oriana Bastielli: OK, thanks. And according to the current stake, do you have any right in terms of Management Board and so on? Arthur Piotto Filho: Yes. CCR will have two seats on the Board, which involves approximately having five seats. So, we will have 40% of the votes and all the matters that should be material or any material decision for the company will necessarily demand a consensus decision, which means that the controlling partner is not able, alone, to take any of these decisions without the support or agreement from CCR. Oriana Bastielli: OK. And the last question from my side, if I may. What about the funding of the acquisition? Will you be able to put that in the new Company? Because according to what we have seen from the preliminary figures you released, it seems to me that there is significant room for deleverage at the target level. Arthur Piotto Filho: Can you address the question again, Oriana? I think I could not really understand it. Oriana Bastielli: OK. Sure. What about the funding of the acquisition, I mean, the cost of funding for CCR? And second question is: do you think there will be a possibility, going forward, to put the debt related to the acquisition into the target?

Conference Call Transcript Material Fact – Renovias Acquisition

CCR – Companhia de Concessões Rodoviárias January 30th, 2008

3

Arthur Piotto Filho: OK. We have not decided yet if CCR will pay for this acquisition using our own cash or if we will leverage the balance sheet to generate money for that transaction. The cost we are talking about here, at these days, a bridge loan in Brazil should be around 110 p.p. of the CDI base ratio. But this is just an indication; we have to consider that at the moment we make the disbursement for the acquisition. It is something that is scheduled to take place in approximately one-month time for the reason that the next step now is to conduct the due diligence in order to find out and also to be absolutely sure about the figures, the operations and so on. This is how we intend to pay for that. Unfortunately, I am not in a position now to give you this answer, a straight-forward answer, but this is certainly one of the alternatives that the Company will consider, to take a step towards a most efficient capital structure. So, I think that at this time, we can easily leverage even more the CCR balance sheet and then keep some objectives like fiscal efficiency or taking one step towards the optimal capital structure. Oriana Bastielli: OK. And the last curiosity from my side, if I see the reclassification of the target figures according to CCR’s accounting methodology, I can see some gaps at the EBITDA level. Could you please explain me why? Arthur Piotto Filho: You mean between EBITDA? Between our accounting practices and theirs? Oriana Bastielli: Yes. Arthur Piotto Filho: This is mostly due to… Renovias concessionaire registered the so-called concession fee in their balance sheet. So, on the asset side, you have this like one permanent right. And on your liability side, you have an obligation of paying some amount of money back to the State of São Paulo. In this way to account this concession fee, there is some impacts on the P&L that, as a result, ends up with a higher EBITDA generation if you compare it with the methodology adopted by CCR. There is nothing wrong. This is something that has been used here in Brazil for quite a while, we are allowed to do that. We are now waiting for an international establishment on how this procedure should be adopted. Our way to report, or to show this table here in our release, I think is useful for those who are trying to estimate the impact of this acquisition in our financials.

Conference Call Transcript Material Fact – Renovias Acquisition

CCR – Companhia de Concessões Rodoviárias January 30th, 2008

4

Oriana Bastielli: OK. Perfect. Thanks a lot. Andrew Root, Alkeon Capital: Hi. Thanks for taking my question. How much potential is there in the existing concessionaire business to consolidate? Do you have any kind of estimate of the share, if smaller or, I guess, less professional that the way they work, but it is the way I can think of, less professional concessionaires in the market? Arthur Piotto Filho: Hi. We think there is some potential, but CCR has been involved in this type of negotiation, I would say, for more than five or six times. Within this period, we have been able to accomplish within two out of those opportunities. And I think that, despite the fact that we still have a lot of small concessionaires out there here, in Brazil, we think that not many of them are quite interesting, either because they have a very small revenue generation or because they are located very far from the CCR’s current network. So, in that respect, the right answer is: yes, there is potential, but not that much. Andrew Root: OK. And then, with this acquisition, what are some of the things that you can do to enhance the value of the assets? Arthur Piotto Filho: We think that the first thing, certainly, is the financial side of the business. We believe that we can work in a way that can generate more value. On the other hand, on the operational aspect, it is something that we consider; there are some synergies, but first of all we have to step in the Company to better understand how the current Controller manages it. After this, we will be able to try to measure the size of synergies. I think that it is fair to say that CCR has now in place a shared service centers which is something that makes sense for us to try to implement with this new concessionaire, but first of all you have to be sure if makes sense to do it and how we can do it. We will just be able to get this conclusion at the moment we step in the Company, get acquainted with their way to operate this concessionaire, and also to have a better understanding about the size of the synergies. Andrew Root: OK. And then my last question, it is separated topic. Is there any update in the timing of the upcoming state auction?

Conference Call Transcript Material Fact – Renovias Acquisition

CCR – Companhia de Concessões Rodoviárias January 30th, 2008

5

Arthur Piotto Filho: No. For now we are just waiting for the new state roads to publish the bidding documents. I believe that might happen up to the end of February and then, 60 days later, we are going to see the auctions. Andrew Root: Thank you very much. Vinicius Canheu, Credit Suisse: Good afternoon. Just one question: the Company mentioned before the intention of putting a buyback program in place. I would just like to know now with this acquisition the upside for the buyback has changed or not. Arthur Piotto Filho: No, this is a situation where… According to the Brazilian regulation, we were prevented to launch the buyback program if we are aware of something material, it can be published very soon. I would say that, in that respect, the Company is now ready to go ahead with this program if we consider that this could be the appropriated time. So, this is just a matter of the Company to get this assessments and nothing more prevents us to do that. Vinicius Canheu: OK. Thank you. Operator: There appears to be no further questions. I would like to turn the floor back over to Mr. Arthur Piotto Filho for closing comments. Arthur Piotto Filho: I would like to thank you for your time and interest in the Company. Please do not hesitate to contact us should you have any further questions. Our contact information is available in our press releases and in our website www.ccrnet.com.br/ir. There, you will find more information about our Company. Thank you very much. Operator: Thank you. This concludes today’s CCR - Renovias acquisition conference call. You may now disconnect your lines and have a pleasant day.

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