The year 2025 will be marked in Motiva's history. Reflecting on the achievements of the past year, it is inevitable to recognize the deep evolution and transformation experienced by the Company, with a renewed organizational culture, a business strategy oriented toward results and sustainable value creation, and a new corporate structure. Furthermore, to consolidate this journey, a new brand that respects the legacy of the CCR name and projects the future with more innovation, technology, sustainability, humanization, and customer focus. The Motiva that emerges from this virtuous cycle is a company ready to consistently deliver results that reflect the quality of its assets, the strength of its people, and the solidity of its corporate governance, with the clear ambition to continue leading and being a reference in transportation infrastructure in Brazil.
We are much better prepared to face increasing competition in our sector without giving up rigor in capital allocation, strict cost control, and excellence in CAPEX execution, with deliveries made on time and within the planned budget, incorporating circularity practices to reduce environmental impacts. The solid conviction in the fundamentals of our business strategy, based on profitable and selective growth, financial solidity, value generation, and sustainable leadership, led Motiva to reap rewards in various dimensions of its business performance.
On the sustainability front, we had consistent advances in our socio-environmental practices and policies, which demonstrate the centrality of the theme for Motiva. Among the important milestones in this agenda, we highlight the progress in actions to make our operations more resilient to climate change. We developed approximately 5,000 climate adaptation plans for the most critical assets in highways, rails, and airports, mapping the main associated climate risks and the investments necessary to ensure the continuity of our operations and the safety of customers and employees.
In the view of our Board of Directors, sustainability is not a subject separate from strategy. We see it as an integral part of value creation, operational efficiency improvement, and the longevity of our business. In this context, we reinforced efforts to increase transparency and advance in alignment with the regulatory practices established by CVM Resolution No. 193/23, mandatory starting in 2026, strengthening our relationship with regulatory bodies and investors. As part of this evolution, we began preparation to integrate processes and information required by IFRS S1 and S2 standards, aiming to elevate the quality and consistency of our disclosures in future cycles.
We enter 2026 ready to face market, economic, and climate challenges, with solid governance, organized processes, an optimized organizational structure, and a clear business strategy, sustained by a vision of the future and a well-defined trajectory of where we want to go. It is the time to accelerate our deliveries and expand value creation, focusing on operational excellence, innovation, sustainability, and a long-term vision.
I invite you to read this new format of the Annual Report, following the recommendations of the IFRS S1 and S2 standards, so that everyone can learn how Motiva manages its climate risks and adopts the best practices for disclosing this information, as well as promotes stakeholder engagement in the climate agenda.
Enjoy the reading!
João Schmidt
Chairman of the Board of Directors of Motiva
The year 2025 was extremely relevant for the consolidation of Motiva's organizational transformation process, underway since 2023. Starting from structural advances in the strategic agenda to the change of the Company's brand, Motiva established its new positioning, focused on sustainable value creation.
Last year, the Company updated its Ambition 2035, a strategic plan for the next decade, based on four main pillars – Profitable and Selective Growth, Value Generation, Robust Balance Sheet, and Sustainable Leadership – with more ambitious goals, and based on more focused and synergistic growth, a simpler business portfolio, and an accelerated efficiency agenda.
Currently, the Company envisions a pipeline of R$ 185 billion in new opportunities in the highway and rail segments, with R$ 125 billion in highways and R$ 60 billion in rails. In highway concessions, it prioritizes premium assets in strategic geographies, with demand driven by exposure to major urban centers, relevant logistics hubs, and agribusiness. In subways, trains, and LRTs, interest lies in the synergistic projects in territories where it operates, in São Paulo, Rio de Janeiro, and Salvador.
Considering the recent achievements, Motiva is conducting a total investment plan exceeding R$ 65 billion. Among the main ongoing interventions are the traffic capacity increase of Via Dutra; the modernization and expansion of the Serra das Araras (RJ) section, which already has 50% of the works completed; the doubling of the Raposo Tavares Highway (SP-270); in addition to resurfacing 100% of the asphalt of the Anhanguera-Bandeirantes System, between the São Paulo capital and Cordeirópolis (SP).
For the rigorous execution of this budget with maximum efficiency, last year we announced the creation of a Vice-Presidency of CAPEX. No less importantly, the pricing of the climate risk of our assets, already concluded, will be crucial to ensure the success of this equation. In this sense, in a totally pioneering way in the sector, Motiva ended 2025 with nearly 5,000 resilience plans prepared for all its concessions.
In line with the portfolio simplification guideline to unlock value, Motiva took a major step by announcing, last November, the sale of its platform of 20 airports to the Mexican company ASUR (Grupo Aeroportuario del Sureste). Valued at R$ 11.5 billion, this is the largest airport transaction currently underway in the world, resulting from a bidding process that attracted interest from more than 20 international groups.
Particularly in the field of innovation, Motiva presented a plan anchored in Industry 5.0, to deliver superior returns and a safer and more efficient operation. With an investment exceeding R$ 1 billion through 2035, it is based on six major technological trends: Artificial Intelligence (AI) and Generative AI, Big Data & Analytics, Internet of Things (IoT), Sensing, Robotization and Automation, Energy Transition and New Materials. The goal is to offer mobility services that are increasingly digital, connected, and sustainable.
Concurrently, in line with the Sustainable Leadership pillar of Ambition 2035, Motiva coordinated, alongside the Brazilian Business Council for Sustainable Development (CEBDS), the National Transport Confederation (CNT), and Insper's National Observatory of Sustainable Mobility, the creation of the National Coalition for the Decarbonization of Transport. This alliance, formed by the 150 main companies, associations, and academic institutions related to the mobility value chain, presented to the Presidency of the Conference of the Parties (COP 30) an unprecedented consensus proposal to reduce CO2 emissions from the Brazilian transport sector by up to 70% by 2050.
On the Social Responsibility front, the Company updated its commitments to positive social impact and increased the investment in projects aimed at promoting sustainable solutions, reducing inequalities, and increasing the quality of life in its priority territories from R$ 750 million to R$ 1 billion.
All these movements give us the conviction that we are building a solid Company ready for the challenges of the present and the future, aware of its planetary environmental responsibility and the importance of its actions, at a local level, for the country's progress and the development of more inclusive, resilient, and sustainable cities. With this, we want to fulfill our purpose of "improving people's lives through mobility."
Miguel Setas
CEO of Motiva
The 2025 Sustainability Report presents the information and disclosures of Motiva Infraestrutura de Mobilidade S.A. ("Company" or "Motiva"), a publicly traded corporation headquartered in the city of São Paulo (SP), dedicated to promoting sustainable solutions for infrastructure and mobility. The document covers the period from January 1 to December 31, 2025, consolidating data and practices that reflect the Company's commitment to transparency and socio-environmental responsibility for its stakeholders.
The primary objective is to provide transparency regarding material sustainability- and climate-related risks and opportunities that may impact the Company's financial performance, financial position, and cash flows in the short, medium, and long term.
This document can be consulted alongside the Company's Consolidated Financial Statements for the fiscal year ended December 31, 2025, prepared in accordance with the accounting practices adopted in Brazil (BR GAAP) and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The content underwent limited assurance conducted by KPMG Auditores Independentes Ltda.
For questions or additional information, please contact: contato.sustentabilidade@motiva.com.br
This report presents financial and non-financial information related to sustainability and climate, focusing on risks, opportunities, and impacts that may influence value generation in the short, medium, and long term. The 2025 Sustainability Report was prepared based on the GRI Standards (Global Reporting Initiative) 2021 guidelines and incorporated sectoral indicators from the Sustainability Accounting Standards Board (SASB): Infrastructure – Engineering & Construction Services; Transportation – Road Transportation; and Services – Professional & Commercial Services. It also considers principles established in commitment to the Sustainable Development Goals (SDGs) and the UN Global Compact.
Disclosures were prepared considering the financial materiality of risks and opportunities, dependencies, impacts, and the value chain of Motiva's operations. The process involved the Executive Board and the People and ESG Committee (PESGC), including technical review by the PESGC and the Audit, Compliance, and Risk Committee, with final approval by the Board of Directors. In this new cycle, there were no changes to the material topics compared to the previous cycle.
1. Excludes construction revenue and cost. Adjustments are described in the "non-recurring effects" section in Annex I of the 4Q25 Release.
2. Considers works that do not generate future economic benefit at ViaOeste.
3. For better comparability, the data presented in the table below do not consider the reclassification of the Airports Platform to Result from Discontinued Operations.
4. Non-comparable bases due to the following effects: (i) termination of ViaOeste in 1Q25, (ii) start of Rota Sorocabana in 1Q25, and (iii) start of PRVias in 2Q25. Excluding these effects, 2025 traffic grew by 2.4% YoY.
5. Non-comparable bases due to the effect of Barcas (ferries), whose operation ended in 1Q25. Excluding this effect, 2025 demand grew by 2.1% YoY.
The Highways Platform accounts for an estimated 32% of the country's toll revenue, highlighting its strategic relevance. The operation is distributed across the South, Southeast, and Midwest regions, covering 230 municipalities in six states: São Paulo, Rio de Janeiro, Mato Grosso do Sul, Paraná, Santa Catarina and Rio Grande do Sul. In total, there are 12 concessions managing 4,475 km of highways, serving diverse traffic profiles, from passenger vehicles to heavy trucks linked to the agricultural and industrial sectors. In 2025, approximately 1,196.1 million equivalent vehicles circulated through these highways.
Motiva has established itself as the largest private operator in Latin America and the seventh largest in the world, transporting 756.3 million passengers per year. Its network includes 124 train, subway, and LRV (Light Rail Vehicle) stations, with 191 km of extension, in São Paulo, Rio de Janeiro, and Salvador. Key operations include: ViaQuatro (Line 4-Yellow) and ViaMobilidade (Lines 5-Lilac, 8-Diamond, 9-Emerald, and 17-Gold, under construction), as well as Metrô Bahia and VLT Carioca.
Motiva began its airport operations in 2012, with participation in three international terminals (Costa Rica, Curaçao, and Ecuador). In Brazil, it expanded its presence through the concession of the Tancredo Neves International Airport in Minas Gerais, the operation of the South and Central regional blocks, and the Pampulha Airport, also in Minas Gerais, totaling 17 airport assets. In 2025, the 20 airports under management transported 47.9 million passengers. In alignment with the strategy of prioritizing highway and urban mobility, in 2025 the Company announced the divestment of the airport platform, with completion expected in 2026, subject to regulatory approvals.
For 26 years, Motiva has been a reference in mobility infrastructure in Brazil, acting with the purpose of improving people's lives through urban mobility via airports, highways, and rails. With a presence in 230 municipalities across 13 Brazilian states and international operations in Curaçao, Costa Rica, and Ecuador, the Company has the vision of leading the mobility sector, with a focus on creating sustainable value.
Motiva seeks to promote the highest standards of integrity and ethics across all its business platforms. Its governance model is oriented toward sustainable growth and based on the continuous improvement of corporate governance instruments. This robust and integrated structure enables the supervision of the main sustainability risks and opportunities and is composed of the Board of Directors, the Internal Sustainability Committee, the Tactical and Operational Sustainability Group, the Executive Board, and other advisory bodies, which include: People and ESG, Audit, Compliance, and Risk Committees. The integration of sustainability into the corporate strategy occurs through training programs that strengthen culture, ethics, and governance in the Company, in addition to the compensation policy. Regarding the compensation of Senior Management, 40% of the long-term variable compensation is composed of collective goals. Of this percentage, between 5% (for Vice Presidents) and 10% (for the VP of Sustainability, Risks, and Compliance and for the VP of People and Organizational Development) is linked to the fulfillment of sustainability goals. In this context, the governance of sustainability and climate-related risks and opportunities is incorporated into Motiva's corporate planning, enabling strategic decisions to consider long-term impacts and opportunities.
Motiva's corporate strategy was designed to reconcile growth, operational efficiency, and resilience, incorporating sustainability risks and opportunities into strategic planning, ensuring that future decisions consider long-term impacts and opportunities.
Financial materiality is defined by the assessment of sustainability risks and opportunities that impact Motiva's performance, cash flow, and value generation.
The financially material risks are:
| Theme | Description |
|---|---|
| Value Chain | Inadequate management of supply chain risks affects operational resilience. |
| Climate Strategy | Impacts of climate change and associated risks affect strategy, business operations, customers, and communities. |
Short term (< 2 years): impact between 0.5% and 1% of gross operating revenue.
Medium term (2 years – 5 years): impact between 1% to 1.5%.
Long term (5 years – 10 years): impact between 0% and 0.1%.
Strategy resilience is evaluated against different climate scenarios, following the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and using projections from IPCC AR6 (SSP2-4.5 and SSP3-7.0 scenarios) and the Network for Greening the Financial System (NGFS), which represents distinct global warming trajectories and mitigation policies. From this analysis, the following opportunities associated with climate scenarios were identified:
Motiva's corporate strategy integrates sustainability, efficiency, and resilience into planning and capital allocation. Under the Ambition 2035 vision, the Company seeks to generate continuous value through sustainability and climate goals, structured based on principles of transparency and methodological rigor.
The main guidelines that orient this approach include:
| Goal | Target 2030/2035 | Status |
|---|---|---|
| Carbon neutrality (Scope 1 and 2) | Net zero by 2035 | * |
| Absolute emission reduction (Scope 1 and 2)** | -59% by 2033 | -61% ** |
| Absolute emission reduction (Scope 3)** | -27% by 2033 | 90% |
| Women in leadership roles**** | 37.5% in 2026 | 35.5% |
| Employee accident frequency rate (LTIFR) | 0.73 until 2030 | 1.19 |
| Service provider accident frequency rate (LTIFR) | 0.99 until 2035 | 3.01 |
| Executives with Sustainability goals linked to variable compensation | 100% until 2024 | 100% |
* Acquisition of 67 thousand carbon credits from the PSA Carbonflor methodology applied in Legado das Águas, from Reservas Votorantim in 2024, and acquisition of 27,002 in 2025 from the same source. No credits were retired in 2025, as strategically the advance purchase reduces future risks and investment in carbon credits and we are opting for actions that reduce emissions before offsetting residual emissions.
** 2019 baseline recalculated based on the 2024 portfolio.
*** Although we are at 61%, we will still have portfolio changes, business growth, and we need to ensure the continuity of renewable energy purchases and the perpetuity of fleet electrification projects.
**** Indicator for internal monitoring.
Motiva recognizes biodiversity conservation and the protection of ecosystems as essential components for long-term sustainability. Therefore, it integrates structured analyses and discussions on risks, dependencies, and impacts, even if still at an early stage, into its strategic agenda. This approach allows for the anticipation of regulatory trends, mitigation of potential adverse effects, and identification of opportunities that contribute to business resilience. Thus, the Company evaluates different pathways and necessary trade-offs to balance development, operational efficiency, and environmental conservation. Decisions are based on financial metrics, regulatory criteria, and materiality from:
