Arteris S.A. and Subsidiaries

Transcription

1 Arteris S.A. and Subsidiaries Parent Company and Consolidated Interim Financial Information for the Quarter Ended March 31, 2016 Deloitte Touche Tohmatsu Auditores Independentes

2 Deloitte Touche Tohmatsu Av. Dr. José Bonifácio Coutinho Nogueira, 150-5º andar Campinas - SP Brasil REPORT ON THE REVIEW OF QUARTERLY INFORMATION Tel: + 55 (19) Fax:+ 55 (19) To the Board of Directors and Shareholders of Arteris S.A. São Paulo - SP We have reviewed the individual and consolidated interim financial statements of Arteris S.A. ( Company ), contained in the Interim Financial Information ITR for the quarter ended March 31, 2016, which comprise the balance sheet as of March 31, 2016 and the related statements of income, comprehensive income, changes in equity and of cash flows for the three-month period then ended, including the explanatory notes. The Company s Management is responsible for the preparation of these individual interim financial statements, in accordance with Technical Pronouncement CPC 21 (R1) Interim Financial Information, and consolidated interim financial statements, in accordance with Technical Pronouncement CPC 21 (R1) and the international standard IAS 34 Interim Financial Reporting issued by the International Accounting Standards Board (IASB), as well as for the presentation of these information in accordance with the standards issued by the Brazilian Securities and Exchange Commission applicable to the preparation of Interim Financial Information ITR. Our responsibility is to express a conclusion on this interim financial information based on our review. Scope of review We conducted our review in accordance with Brazilian and international standards on the review of interim financial information (NBC TR 2410 Interim Information Review Performed by the Auditor of the Entity and ISRE 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" respectively). A review of the interim financial information consists of making inquiries, primarily to those responsible for financial and accounting matters, and applying analytical and other review procedures. The review scope is significantly less than that of an audit conducted in accordance with auditing standards and consequently does not enable us to assure that we have became aware of all significant matters that might be identified in an audit. Therefore, we do not express an audit opinion. Conclusion on the individual interim financial information Based on our review, we are not aware of any fact that could lead us to believe that the individual interim financial information included in the aforementioned interim financial information was not prepared, in all material aspects, in accordance with CPC 21 (R1), applicable to the preparation of the Interim Financial Information ITR, and presented in accordance with the standards issued by the Securities and Exchange Commission. Conclusion on the interim consolidated financial information Based on our review, we are not aware of any fact that could lead us to believe that the consolidated interim financial information included in the aforementioned interim financial information was not prepared, in all material aspects, in accordance with CPC 21 (R1) and IAS 34, applicable to the preparation of the Interim Financial Information ITR, and presented in accordance with the standards issued by the Securities and Exchange Commission. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ( DTTL ), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. Please see for a detailed description of DTTL and its member firms. Deloitte Touche Tohmatsu. All the rights reserved.

3 Deloitte Touche Tohmatsu Emphasis of matter Difference from individual statements of IFRS As mentioned in Note 3, the individual financial statements were prepared in accordance with the accounting practices adopted in Brazil. In the case of Arteris S.A., these practices differ from the IFRS applicable to the individual financial statements solely with respect to the option of maintaining the balance of deferred assets, as of December 31, 2008, which is being amortized. Our opinion is not qualified under this subject. Restatement of cash flows related to the interim financial information as of March 31, 2015 On May 14, 2015 we issued a review report on the interim financial information of Arteris S.A., which are now being restated. As described in Note 5, this interim financial information has been changed and is being restated in accordance with CPC 23/IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Our conclusion remains unchanged, given that the interim financial information and their values for the previous period have been adjusted retrospectively. Other matters Statement of value added We have also revised the statements of value added (DVA) prepared under the Company s Management responsibility, individual and consolidated, for the three-month period ended March 31, 2016, the presentation of which is required by the standards issued by the Securities and Exchange Commission (CVM) applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards IFRS, which does not require the presentation of DVA. These statements were subject to the same review procedures described above, and based on our review, we are not aware of any fact that could lead us to believe that they were not prepared, in all material aspects, consistently with the interim financial information taken as a whole. Campinas, May 11, 2016 DELOITTE TOUCHE TOHMATSU Auditores Independentes CRC 2SP /O-8 Edgar Jabbour Accountant CRC 1SP /O Deloitte Touche Tohmatsu. All the rights reserved. 3

4 ARTERIS S.A. BALANCE SHEET AS AT MARCH 31, 2016 (In thousands of Brazilian reais - R$) Note Parent Company Consolidated Note Parent Company Consolidated ASSETS 31/03/ /12/ /03/ /12/2015 LIABILITIES AND SHAREHOLDERS' EQUITY 31/03/ /12/ /03/ /12/2015 CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents Borrowings and financing Trade receivables Instrumento financeiro derivativo Amounts due from related parties Borrowings and financing - related parties Inventories Debentures Prepaid expenses Trade payables Taxes recoverable Payroll and related taxes Advances for new projects Taxes payable Dividends receivable Amounts due to related parties Restricted investments Contractual guarantees Other receivables Inspection fee Total current assets Dividends proposed Concession fees Provision for contingencies NON-CURRENT ASSETS Provision for maintenance in highways Restricted investments Provision for investments in highways Taxes recoverable Claims received Amounts due from related parties Other payables Prepaid expenses Total current liabilities Contractual guarantees Deferred income tax and social contribution NON-CURRENT LIABILITIES Escrow deposits Borrowings and financing Other receivables Borrowings and financing - related parties Investments in subsidiaries and associates Debentures Property and equipment Trade payables Intangible assets Trade payables - related parties Diferido Cauções contratuais Total non-current assets Concession fees Civil, labor and tax risks Deferred revenue Deferred income tax and social contribution Provision for maintenance in highways Provision for investments in highways Other payables Total non-current liabilities TOTAL DOS ATIVOS EQUITY Share capital Profit reserves Valuation adjustment to equity - foreign exchange differences on capital (22.271) (22.271) (22.271) (22.271) Total equity TOTAL LIABILITIES AND EQUITY

5 ARTERIS S.A. INCOME STATEMENT FOR THE PERIOD ENDED MARCH 31, 2016 (In thousands of Brazilian reais - R$, except basic and diluted earnings per share) Note Parent Company Consolidated 31/03/ /03/ /03/ /03/2015 NET OPERATING REVENUE COST OF SERVICES ( ) ( ) OTHER REVENUES Equity in the arnings (losses) of subsidiaries GROSS PROFIT OPERATING (EXPENSES) INCOME General and administrative 20 (1.053) (2.192) (33.606) (42.055) Management Compensation 15 (1.257) (1.366) (5.033) (5.671) Tax expenses (57) (572) (111) (854) Amortization Other operating income, net OPERATING PROFIT BEFORE FINANCE INCOME FINANCE INCOME (COSTS) Financial Income Financial Expenses 21 ( ) (56.966) ( ) ( ) Net Exchange Variation (9) (61) (31.678) (11.312) ( ) ( ) OPERATING PROFIT BEFORE INCOME TAX ANDO SOCIAL CONTRIBUTION INCOME TAX AND SOCIAL CONTRIBUTION Current (53.139) (46.302) Deferred NET PROFIT FOR THE PERIOD PROFIT ATTRIBUTABLE TO Owners of the Company BASIC AND DILUTED EARNINGS PER SHARE - R$ 24 0,0357 0,1576 0,0392 0,1647 The accompanying notes are an integral part of these financial statements. 3

6 ARTERIS S.A. Individual statement of comprehensive income for the period ended March 31, 2016 and 2015 (In thousands of Brazilian reais - R$) 31/03/ /03/2015 Net income for the year from continuing operations Other comprehensive income Total comprehensive income for the period PROFIT ATTRIBUTABLE TO Shareholder controlling participation The accompanying notes are an integral part of these financial statements. 4

7 ARTERIS S.A. Consolidated statement of comprehensive income for the period ended March 31, 2016 and 2015 (In thousands of Brazilian reais - R$) 31/03/ /03/2015 Net income for the year from continuing operations Other comprehensive income Total comprehensive income for the period PROFIT ATTRIBUTABLE TO Shareholder controlling participation The accompanying notes are an integral part of these financial statements. 5

8 ARTERIS S.A. INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED MARCH 31, 2016 and 2015 (In thousands of Brazilian reais) Profit reserves Ajuste Valution Adjustments to capital - Patrimônio Share Earnings Additional dividend foreign exchange Retained Consolidated capital Legal retention proposed differences on capital earnings equity BALANCES AT DECEMBER 31, (22.271) Capital Increase ( ) - Additional proposed dividends ( ) ( ) Net income for the year Destination if net income Legal Reserve (22.369) - Dividends Paid (79.222) (79.222) Propposed dividends (27.028) (27.028) Retained income ( ) - - BALANCES AT DECEMBER 31, (22.271) Capital Increase Additional proposed dividends - - Net income for the year Destination Of net income Legal Reserve Propposed dividends Retained income (12.308) - - BALANCES AT MARCH 31, (22.271)

9 ARTERIS S.A. STATEMENTS OF VALUE ADDED FOR THE PERIOD ENDED MARCH 31, 2015 AND 2016 (In thousands of Brazilian reais - R$) Parent Company Consolidated 31/03/ /03/ /03/ /03/2015 REVENUES Services provided Revenue from construction services Other revenues INPUTS PURCHASED FROM THIRD PARTIES Cost of services provided - - (73.457) (74.688) Cost of construction services - - ( ) ( ) Materials, energy, outside services and other - - (21.498) (22.713) Cost of concession - - (25.388) (28.620) Cost of provision for maintenance in highways - - (74.209) (26.838) Other (11.819) - - ( ) ( ) GROSS VALUE ADDED DEPRECIATION AND AMORTIZATION (1.543) (535) ( ) ( ) NET VALUE ADDED GENERATED (RETAINED) (765) (535) VALUE ADDED RECEIVED THROUGH TRANSFER Equity in the earnings (losses) of subsidiaries Finance income Dividends received Capitalized interest Other TOTAL VALUE ADDED TO BE DISTRIBUTED DISTRIBUTION OF VALUE ADDED Personnel and payroll charges: Salaries Benefits Severance Pay Fund (FGTS) Taxes and contributions: Federal (including tax on financial transactions - IOF) State Lenders: Interest Capitalized interest BNDES Capitalized interest Debentures Rentals Other Shareholders: Interest (24.866) - Capitalized interest Capital Integralization The accompanying notes are an integral part of these financial statements

10 ARTERIS S.A. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED MARCH 31, 2015 and 2016 (In thousands of Brazilian reais) Profit reserves Ajuste Valution Adjustments to capital - Patrimônio Share Earnings Additional dividend foreign exchange Retained Consolidated capital Legal retention proposed differences on capital earnings equity BALANCES AT DECEMBER 31, (22.271) Capital Increase ( ) - Additional proposed dividends ( ) ( ) Net income for the year Destination if net income Legal Reserve (22.843) - Dividends Paid (79.222) (79.222) Propposed dividends (27.028) (27.028) Retained income ( ) - - BALANCES AT DECEMBER 31, (22.271) Capital Increase Additional proposed dividends - - Net income for the year Destination Of net income Incorporation Legal Reserve Transferencia de Reservas Propposed dividends Retained income (13.502) - - BALANCES AT MARCH 31, (22.271)

11 ARTERIS S.A. STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED MARCH 31, 2016 And 2015 (In thousands of Brazilian reais - R$) RESUBMITTED Parent Company Consolidated 31/03/ /03/ /03/ /03/2015 CASH FLOWS FROM OPERATING ACTIVITIES Profit for the year Incorporation Adjustments to reconcile profit for the year to net cash (used in) generated by operating activities: Depreciation and amortization Write-off of permanent assets Deferred income tax and social contribution - - (31.684) (10.011) Inflation adjustment and interest on concession fees Income from restricted investments - - (7.334) (5.319) Interest and inflation adjustment on mutual (20.874) (24.866) (919) Interest and inflation adjustment on borrowings (26.688) Interest and inflation adjustment on debentures Interest and inflation adjustment on derivatives Finance costs / (income) from discount to present value Recognition (reversal) of provision for civil, labor and tax risks (222) Recognition (reversal) of provision for maintenance in highways Equity in the earnings (losses) of subsidiaries (45.575) (68.298) - - Decrease (increase) in operating assets: Trade receivables - - (11.969) Amounts due from related parties ( ) (260) - Inventories - - (1.822) Prepaid expenses (291) Taxes recoverable (2.246) (5.339) Other receivables (178) Contractual guarantees Escrow deposits - (81) (1.087) (21.117) Other receivables - - (129) (8.200) Increase (decrease) in operating liabilities: Trade payables (2.269) (1.676) (30.580) Other Trade payables Contractual guarantees of suppliers - - (11.092) 833 Payroll and related taxes (628) (6.581) Taxes payable (3.691) (147) Income tax and social contribution paid - - (32.664) (56.763) Deferred revenue (346) Claims received - - (3.104) 779 Other payables (114) Concession fees - - (24) (53) Civil, labor and tax risks - - (950) (966) Payment of interest - - ( ) ( ) Net cash (used in) generated by operating activities (73.788) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (19) (624) (2.397) (4.698) Increase in intangible assets (3.094) (1.366) ( ) ( ) Restricted investments (23.301) - (84.349) (35.914) Amount redeemed from restricted investments Additions to investments ( ) (20.000) - - Interest on capital received Dividends received Net cash generated by (used in) investing activities ( ) ( ) ( ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings and financing: Funding Payments - - (64.841) (49.030) Payment of interest (135) Payment of debentures - interest - - ( ) ( ) Loan related parties Payment of principal - related parties - (82.274) - - Payment of interest - related parties (15.000) (5.837) - - Payment of dividends Payment of concession fees - - (19.330) (18.567) Net cash (used in) generated by financing activities (28.111) ( ) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( ) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR The accompanying notes are an integral part of these financial statements. 8

12 ARTERIS S.A. STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED MARCH 31, 2016 And 2015 (In thousands of Brazilian reais - R$) Previously issued Adjust Resubmitted 31/03/ /03/2015 CASH FLOWS FROM OPERATING ACTIVITIES Profit for the year Incorporation - - Adjustments to reconcile profit for the year to net cash (used in) generated by operating activities: Depreciation and amortization Write-off of permanent assets Deferred income tax and social contribution (10.011) - (10.011) Inflation adjustment and interest on concession fees Income from restricted investments (5.319) - (5.319) Interest and inflation adjustment on mutual (919) - (919) Interest and inflation adjustment on borrowings Interest and inflation adjustment on debentures Interest and inflation adjustment on derivatives Finance costs / (income) from discount to present value Recognition (reversal) of provision for civil, labor and tax risks Recognition (reversal) of provision for maintenance in highways Participação dos acionistas não controladores Decrease (increase) in operating assets: Trade receivables Amounts due from related parties Inventories Prepaid expenses (5.339) - (5.339) Adiantamentos para novos projetos Other receivables Contractual guarantees (21.117) - (21.117) Escrow deposits (8.200) - (8.200) Other receivables Increase (decrease) in operating liabilities: Trade payables Other Trade payables Contractual guarantees of suppliers (6.581) - (6.581) Payroll and related taxes Taxes payable (56.763) - (56.763) Income tax and social contribution paid (346) - (346) Contas a pagar - partes relacionadas Claims received Other payables (53) - (53) Concession fees (966) - (966) Outros passivos (48.072) ( ) ( ) Payment of interest ( ) Net cash (used in) generated by operating activities CASH FLOWS FROM INVESTING ACTIVITIES (4.698) - (4.698) Purchase of property and equipment ( ) - ( ) Adiantamentos para novos projetos (35.914) - (35.914) Restricted investments Amount redeemed from restricted investments Recebimento de dividendos - exercícios anteriores Interest on capital received Dividends received ( ) - ( ) Net cash generated by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Borrowings and financing: Funding (49.030) - (49.030) Payments (185) Payment of interest Debentures: ( ) - ( ) Payment of debentures - interest ( ) Pagamentos de debêntures - juros Loan related parties Payment of principal - related parties Payment of interest - related parties Recebimento de Juros - empresas ligadas Distribuição de juros s/ capital próprio Dividendos propostos (18.567) - (18.567) Payment of dividends Payment of concession fees Aumento de Capital ( ) ( ) Net cash (used in) generated by financing activities ( ) - ( ) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR The accompanying notes are an integral part of these financial statements. 8

13 ARTERIS S.A. AND SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL INFORMATION FOR THE PERIOD ENDED MARCH 31, 2016 (Amounts in thousands of Brazilian reais - R$, unless otherwise stated) 1. OPERATIONS Arteris S.A. ( Company ) has its registered office and principal place of business at Avenida Presidente Juscelino Kubitschek, º andar, in the city of São Paulo, state of São Paulo, Brazil. The Company s individual and consolidated interim financial information for the period ended March 31, 2016 includes the Company and its subsidiaries (collectively referred to as Arteris Group and individually as Group entity ). The Company was established on November 9, Arteris, through its subsidiaries, mainly state concessionaires, has a solid cash position, robust capital structure and special funding sources to implement its business plan. The Company allocates the resources generated by operating activities to meet its working capital needs. Additionally, it accesses the capital markets and raises loans and financing with Brazil s major financial institutions and development agencies to complete its cash needs. Cash generation added to the Company s creditworthiness, besides the funds raised through long-term financing lines is appropriate to comply with its short-term liabilities recorded under current liabilities, which includes the financing amortization and to maintain an appropriate leverage level for long-term liabilities. Once its subsidiaries revenue projections in the medium and long terms indicate upward and sustainable levels through the toll traffic involvement and annual tariff increases, at the same time the work plan is supported by the loan with the Brazilian Development Bank (BNDES) and funds raised in the capital markets by means of the issue of infrastructure debentures or other securities in its concessionaires and through the Company itself, Management believes that the Company and its subsidiaries have conditions to honor their current short and medium term commitments. On March 31, 2016, Latina Sinalização Ltda. ( Latina Sinalização ) was merged into Latina Manutenção de Rodovias Ltda. ( Latina Manutenção ), both of them controlled by Arteris. The merger of Latina Sinalização into Latina Manutenção is part of the Group s corporate restructuring, which aims at improving the organization of its activities, increasing economic efficiency and synergy gains, reducing operating and financial costs and simplifying the corporate structure. On April 30, 2015, the controlling shareholder Partícipes en Brasil S.L. informed its intention to hold a Public Tender Offer for the Acquisition of Arteris S.A. Shares with a view to cancelling the Company s registration as a category A publicly-held company and delisting it from the Novo Mercado. On March 31, 2016, the Company complied with all the requirements before the competent regulatory agencies. There were no changes in operations in the quarter ended March 31, 2016, in relation to the year ended December 31, 2015.

14 The parent company and consolidated financial information was approved by the Board of Executive Officers and authorized for issue on May 11, CONCESSIONS In conformity with its corporate purposes, as at March 31, 2016, the Company holds interests in highway concessionaires in the State of São Paulo and in federal highway concessionaires. In comparison with the December 31, 2015, no changes in the interests in concessions were registered in the quarter ended March 31, 2016, except for: State concessionaires The state concessionaires estimate the amounts shown below to meet the requirements to make investments and carry out recovery and maintenance works through the end of the concession agreements. These amounts are subject to changes due to contract adaptations and periodic revisions of cost estimates over the concession period, and are verified at least once a year: Nature of costs Autovias Centrovias Intervias Vianorte Forecast from Forecast from Forecast from Forecast from 2016 a a a a 2018 Total Infrastructure improvements 98,360 1, ,530 1, ,598 Special upkeep work 189,280 77, ,985 43, , ,640 79, ,515 45, ,480 Federal concessionaires The main commitment made by the federal concessionaires as a result of the concession agreements is the payment to the ANTT of the inspection fees intended to cover expenses on inspecting the concession over the entire period. The nominal amounts of the inspection fees are as follows: Concessionaire Annual amount Amount in the concession period Planalto Sul 1,846 31,074 Fluminense 2,665 44,861 Fernão Dias 7, ,253 Régis Bittencourt 8, ,006 Litoral Sul 6, ,137 27, ,331

15 The annual inspection fees are adjusted based on the same index and at the same date as the basic toll. The state concessionaires estimate the amounts shown below to meet the requirements to make investments and carry out recovery and maintenance works through the end of the concession agreements. These amounts are subject to changes due to contract adaptations and periodic revisions of cost estimates over the concession period, and are verified at least once a year: Forecast from 2016 to 2033 Régis Nature of costs Planalto Sul Fluminense Fernão Dias Bittencourt Litoral Sul Total Infrastructure improvements 245, , ,715 1,010, ,006 2,856,707 Recoveries/Maintenances 272, , , , ,546 2,757,028 Total 517,991 1,270,557 1,104,989 1,666,646 1,053,552 5,613, BASIS OF PREPARATION Statement of compliance (regarding IFRS and CPC) The parent company interim financial information has been prepared and is being presented in accordance with Technical Pronouncement CPC 21 (R1) Interim Financial Statements, applicable to the preparation of the Interim Financial Information (ITR), and in accordance with the standards issued by the Brazilian Securities and Exchange Commission. The consolidated interim financial information has been prepared and is being presented in accordance with technical pronouncement IAS 34 Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) and technical pronouncement CPC 21(R1) Interim Financial Statements, applicable to the preparation of the Quarterly Financial Information (ITR), and in accordance with the standards issued by the Brazilian Securities and Exchange Commission. The Company s Management presents all the material quarterly information of the parent company and consolidated, which corresponds to the information used by the Company in its management. Other information on the measurement basis, functional and presentation currency, and use of estimates and judgments, are consistent with those adopted and disclosed in the financial statements for the year ended December 31, 2015 and, therefore, must be read together with the financial statements. 4. SIGNIFICANT ACCOUNTING POLICIES The accounting policies adopted in the preparation of the interim information are consistent with those disclosed in the financial statements of December 31, 2015 and, therefore, must be read together with the financial statements, taking into consideration the updates below:

16 Derivative financial instruments Operations with derivative financial instruments, contracted by the Company, are basically swap operations that aim exclusively to hedge against foreign exchange risks associated with balance sheet items. The Company does not make use of Hedge Accounting for derivative financial instruments. Derivative financial instruments are measured at fair value and the variations are recorded in profit or loss for the period. The fair value of derivative financial instruments is calculated by the Company s treasury department, based on information related to each operation contracted and on the corresponding market information on the financial statements reporting dates, such as interest rates and exchange rates. This information is compared with the positions informed by the trading desks of each financial institution involved and, if there is no significant difference, the position informed by the financial institution is used to define the fair value. The fair value of financial instruments actively traded in organized financial markets is established based on the acquisition prices quoted in the market, on the conclusion of trading at the balance sheet date, without deducting transaction costs. The fair value of financial instruments for which there is no active market is established based on appraisal techniques. These techniques may include the use of recent market transactions (with exemption of interests); reference to the current fair value of similar instruments; discounted cash flow analysis or other appraisal models. Assets and liabilities adjusted to present value The nominal balances and the present value of current and non-current assets and liabilities, at the end of the reporting period, are as follows: Current Provision for investments in highways nominal 66,134 61,333 Provision for investments in highways at present value 61,516 56,711 Effect of discount to present value (4,618) (4,622) Provision for maintenance in highways - nominal 224, ,476 Provision for maintenance in highways at present value 202, ,524 Effect of discount to present value (21,166) (4,952) Concession fees - nominal (*) 84,971 81,872 Concession fees at present value (*) 82,779 79,765 Effect of discount to present value (2,192) (2,107) Accounts receivable (supplementary revenue) real 14,689 - Accounts receivable at present value (supplementary revenue) (**) 13,981 - Effect of discount to present value (708) -

17 Non-current Provision for investments in highways nominal 59,737 66,151 Provision for investments in highways at present value 58,611 63,604 Effect of discount to present value (1,126) (2,547) Provision for maintenance in highways - nominal 559, ,536 Provision for maintenance in highways at present value 482, ,361 Effect of discount to present value (76,824) (73,175) Concession fees - nominal (*) 101, ,300 Concession fees at present value (*) 93, ,926 Effect of discount to present value (8,378) (10,374) Accounts receivable (supplementary revenue) real 8,198 9,154 Accounts receivable at present value (supplementary revenue) (**) 7,930 7,929 Effect of discount to present value (268) (1,225) (*) Includes the variable portion, as mentioned in Note 16. (**) Refers to accounts receivable from the long-term ancillary revenue of the concessionaires Régis Bittencourt and Fernão Dias. The recompilation of balances to their nominal amounts at the reporting date due to passage of time is recognized as finance costs in the income statement. New and revised standards and interpretations of standards issued New IASB accounting standards, published and revised on January 1, 2016 were applied by the Company to the financial information for the period ended March 30, 2016, where applicable, and did not have any material effect that required restatement of previous balances.

18 5. RESTATEMENT OF THE STATEMENTS OF CASH FLOWS The Company s Management identified a reclassification in the interest amounts disclosed in the statements of cash flows for the period ended March 31, 2015, as shown below. Accordingly, the Company is restating these statements of cash flows for March 31, Consolidated Previously issued Adjustment Notes Restated CASH FLOWS FROM OPERATING ACTIVITIES Profit for the year 56,732-56,732 Adjustments to reconcile profit for the year to net cash (used in) generated by operating activities: Depreciation and amortization 124, ,126 Write-off of permanent assets 13,008-13,008 Deferred income tax and social contribution (10,011) - (10,011) Inflation adjustment and interest on concession fees 6,037-6,037 Income from restricted investments (5,319) - (5,319) Interest and inflation adjustment on borrowings 31,812-31,812 Interest and inflation adjustment on debentures 104, ,964 Finance cost / (income) from discount to present value 16,602-16,602 Recognition (reversal) of provision for civil, labor and tax risks 1,215-1,215 Recognition (reversal) of provision for maintenance 18,397-18,397 Decrease (increase) in operating assets: Trade receivables 12,858-12,858 Inventories 1,378-1,378 Prepaid expenses 1,276-1,276 Taxes recoverable (5,339) - (5,339) Other receivables 2,769-2,769 Escrow deposits (21,117) - (21,117) Other receivables (8,200) - (8,200) Increase (decrease) in operating liabilities: Trade payables 13,709-13,709 Contractual guarantees of suppliers Payroll and related taxes (6,581) - (6,581) Taxes payable 34,394-34,394 Income tax and social contribution paid (56,763) - (56,763) Deferred revenue (346) - (346) Claims received Other payables 6,629-6,629 Concession fees (53) - (53) Civil, labor and tax risks (966) - (966) Payment of interest (48,072) (141,571) (a) (189,643) Net cash (used in) generated by operating activities 284,751 (141,571) 143,180

19 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (4,698) - (4,698) Acquisition of intangible assets (422,761) - (422,761) Restricted investment (35,914) - (35,914) Amount redeemed from restricted investments 196, ,163 Net cash used in investing activities (267,210) - (267,210) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings and financing: Funding 66,675-66,675 Payments (49,030) - (49,030) Payment of interest (185) 185 (a) - Debentures: - Issue of debentures Payment of debentures - principal (191,333) - (191,333) Payment of debentures - interest (141,386) 141,386 (a) - Payment of concession fees (18,567) - (18,567) Payment of dividends Loans - related parties Other payment of interest Net cash (used in) generated by financing activities (333,826) 141,571 (192,255) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (316,285) - (316,285) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 1,410,451-1,410,451 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 1,094,166-1,094,166 (a) According to the recommendation of CPC 03, the Company reclassified interest paid from financing activity to operating activity. 6. CASH AND CASH EQUIVALENTS Broken down as follows: Parent Company Consolidated Cash and banks 2, ,134 16,105 Short-term investments (*) 186, , , ,424 Total 188, , , ,529 (*) Represented by highly liquid short-term investments, with insignificant risk of change in value and maturity of less than 90 days from the acquisition date, as follows: Parent Company Consolidated Bank Certificates of Deposit (CDB) ,202 Debentures under repurchase agreements ,614 Investment funds 186, , , ,608 Total 186, , , ,424

20 The financial investments represent the amounts invested in exclusive funds, with daily liquidity and bearing % of CDI interest rate on average, with characteristics of floating investments in federal government bonds, CDBs, financial bills and repo operations backed by debentures of large-sized financial institutions with low credit risk. 7. TRADE RECEIVABLES Broken down as follows: Consolidated Noncurrent Noncurrent Current Current Electronic toll(*) 142, ,938 - Toll tickets 312-1,775 - Toll cards 5,275-3,882 - Supplementary revenues 16,594 7,930 13,535 7,929 Other revenues receivable 1, ,834 8, ,130 8,164 (*) According to Note 25.c. The Management of the Company and its subsidiaries did not identify the need to recognize a provision for loss on receivables as at March 31, The average maturity is 30 days, except for ancillary revenues, which have a receivables longer period, according to the negotiation of each agreement referring to the use of concessionaires right of way.

21 8. DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION Broken down as follows: Consolidated Noncurrent assets Bases of deferred asset: Tax loss (a) 347, ,886 Accrued profit sharing 19,472 14,880 Civil, labor and tax risks(b) 15,337 13,485 Merged concession (c) (16,945) (17,387) Other provisions 2,458 1,759 Provision for highway maintenance 616, ,755 Adjustments to financial charges 40,836 28,396 Deferred pre-operating expenses (Federal) 41,711 45,272 Adjustments related to changes in accounting practices - adoption of Law 12,973/14 (d) Differences in intangible assets, deferred charges and property and equipment, net - assets 85,382 85,381 Amortization of adjustments - changes in accounting practices - assets (35,991) (34,636) Differences of intangible assets, deferred charges and property and equipment, net - liabilities (298,948) (239,416) Amortization of adjustments - changes in accounting practices - liabilities 20,932 13,542 Reversal of interest capitalization 1, Taxable base 839, ,678 Combined statutory rate 34% 34% Total deferred income tax and social contribution 285, ,591 Consolidated Non-current liabilities Bases of deferred liability: Tax loss (a) (43,653) (51,544) Accrued profit sharing (2,908) (5,028) Civil, tax and labor risks (b) (1,051) (3,565) Other provisions (363) (1,599) Provision for highway maintenance (69,192) (99,130) Adjustments in financial charges (3,094) (10,688) Adjustments related to changes in accounting practices - adoption of Law 12,973/14 (e) Differences in intangible assets, deferred charges and property and equipment, net 318, ,843 Amortization of adjustments - changes in accounting practices (21,899) (20,764) Reversal of interest capitalization (34) (612) Taxable base 176, ,913 Combined statutory rate 34% 34% Total deferred income tax and social contribution 59,857 62,870

22 (a) Refers to tax losses and social contribution tax loss carryforwards, whose possibility of offsetting tax credit is supported by future taxable income projections of concessionaires Planalto Sul, Fluminense, Fernão Dias, Régis Bittencourt, Litoral Sul and Latina Manutenção. (b) Refer to provisions for civil, labor and tax risks related to unsettled claims. (c) Credit arising from the amortization of the merged concession, recorded up to the base date of the spin-off of OHL do Brasil Participações em Infraestrutura Ltda. OHL Participações in June 2006 and, until then, controlled in part B of that company's taxable income book (LALUR). With the merger of the interest of OHL Participações; the Company recognized this credit that, pursuant to tax legislation, will be amortized at the rate of 20% per annum, for tax purposes, and for the term of the concession, for accounting purposes. (d) On December 31, 2014, the Company s Management opted for the early adoption of Law 12,973/14 as expected for the fiscal year of 2014, in the following subsidiaries: Autovias and Centrovias. Other subsidiaries applied said law when it took effect as of January 1, Therefore, the Company s subsidiaries froze the balances related to changes in accounting practices and started amortizing the residual balance of adjustments referring to the changes in the accounting practices until the end of the concession period. The Company has tax credits that are not being recognized given that it is a holding company that does not record taxable result. The future business forecasts of the Company and its subsidiaries and their income projections are prepared by their Management. The expectation of recovery of all credits and the actual payment of deferred tax debits, indicated by taxable income projections, are as follows: Period ended on: Non-current asset , , , , ,017 After , ,302

23 Non-current liability , , , , ,487 After ,330 59, RESTRICTED INVESTMENTS The Company and its subsidiaries hold restricted investments in order to fulfill contractual obligations related to loans and borrowings and debentures. A brief description of these obligations is provided below: Debentures - Sinking Fund As guarantee of the strict and full compliance with the obligations assumed, the state concessionaires have been withholding and depositing on a daily basis part of their receivables to repay the principal and pay the annual interest of series 2 debentures, so that at the end of each interest and principal amortization period the payment amount is already available. These funds are kept in an investment fund specifically established for this purpose. In the period ended March 31, 2016, these investments yielded on average 98.88% of the CDI variation. BNDES The federal concessionaires must deposit, in a payment account with a financial institution, part of the operating revenues (between 43% and 58% of the collection of tool plazas). These funds are used for payment of the debt service and maintenance of the mandatory minimum amount of the reserve account. After the legal fulfillment of the contractual obligations, the excess funds are transferred to a free current account. The federal subsidiaries must maintain deposited in a reserve account with a financial institution, until the final settlement of all obligations assumed in the financing agreement with the BNDES, a minimum amount equivalent to three times the amount of the last overdue debt service installment, including the payments of principal, interest and other debt charges arising from the financing agreement. This amount is always recalculated on the day subsequent to each payment of the monthly installments. In the period ended March 31, 2016, these investments yielded on average 98.32% of the CDI variation. The amounts of these investments are as follow: Parent Company Noncurrent Current Debentures (*) 23,301-23,301 -

24 Consolidated Noncurrent Noncurrent Current Current Debentures 40, ,171 - BNDES - 90,609-85,872 40,646 90, ,171 85,872 (*) Refers to the value retained by the bank on March 31, 2016 for the payment of interest on the 2nd issue debentures. Payment took place on April 1, INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES As at March 31, 2016, the Company held control, directly or indirectly, of the capital stock of the following subsidiaries: Subsidiary Indirect Direct Interest Autovias - 100% Centrovias - 100% Intervias 49% 51% Vianorte - 100% Planalto Sul - 100% Fluminense - 100% Fernão Dias - 100% Régis Bittencourt - 100% Litoral Sul - 100% Latina Manutenção (a) - 100% Arteris Participações (c) - 100%

25 Investments in subsidiaries are as follows: Common shares Equity interest (%) Equity Total assets Total liabilities Net revenue Profit / (Loss) Autovias 125,040, % 186, , ,069 80,479 5,296 Centrovias 101,483, % 156, , ,837 84,224 29,229 Intervias 2,219,666 51% 183,547 1,389,172 1,205,625 98,485 24,500 Vianorte 1,132, % 175, , ,761 71,906 19,084 Planalto Sul 344,677, % 256,565 1,038, ,296 69,315 (10,359) Fluminense 249,821, % 429,045 1,578,470 1,149, ,124 (3,962) Fernão Dias 542,639, % 389,335 1,714,895 1,325,560 81,133 (22,587) Régis Bittencourt 270,196, % 656,910 2,222,251 1,565, ,161 1,275 Litoral Sul 385,905, % 443,953 1,835,555 1,391, ,440 (8,512) Latina Manutenção (*) 7,648, % 47, ,304 63,326 72,510 10,870 Arteris Participações 63, % - 91,739 91,739-11,587 (*) Quotas. Changes in investments in the parent company for the period ended March 31, 2016 are as follows: Parent Company Equity in the Balance at Capital Interest on Balance at earnings (losses) of contribution equity/dividends subsidiaries in the Autovias 183, (2,250) 5, ,389 Centrovias 129, (1,587) 29, ,976 Intervias 82, (1,009) 12,496 93,610 Vianorte 155, , ,034 Planalto Sul 221,924-45,000 - (10,359) 256,565 Fluminense 363,007-70,000 - (3,962) 429,045 Fernão Dias 383,922-28,000 - (22,587) 389,335 Régis Bittencourt 562,635-93,000-1, ,910 Litoral Sul 384,465-68,000 - (8,512) 443,953 Latina Manutenção 30,878 6, ,870 47,978 Latina Sinalização 15,072 (6,230) - (10,000) 1,158 - Arteris Participações 79, ,492 Serviço e Tecnologia de Pagamentos S.A. 1, ,034 Other investments Total 2,593, ,000 (14,846) 33,988 2,916,340

26

27 11. PROPERTY AND EQUIPMENT Changes in property and equipment are as follows: Parent Company Cost of property and equipment Furniture, fixtures and facilities Facilities, buildings and premises Leasehold improvements Other property and equipment Land Total Balance at ,418 2,825 4,587 5, ,686 Additions Disposals/write-offs (3) (3) Balance at ,415 2,825 4,587 5, ,702 Accumulated depreciation Balance at (1,905) (1,320) (1,901) (1,939) - (7,065) Depreciation (70) (72) (55) (258) - (454) Disposals/write-offs Balance at (1,975) (1,392) (1,956) (2,197) - (7,516) Property and equipment, net Balance at ,513 1,505 2,686 3, ,621 Balance at ,440 1,433 2,631 3, ,186 Depreciation rates - %

28 Consolidated Arteris S.A. and Subsidiaries Cost of property and equipment Furniture, fixtures and facilities Computers and peripherals Vehicles Facilities, buildings and premises Land Machinery and equipment Other property and equipment Property and equipment in progress Total Balance at ,844 9,430 20,914 23, ,486 5,367 1, ,677 Additions , ,335 Transfers/Reclassifications (a) Disposals/write-offs (39) (18) (46) - - (71) - - (174) Balance at ,299 9,587 21,390 23, ,494 5,386 1, ,079 Accumulated depreciation Balance at (11,901) (6,556) (14,758) (6,265) - (17,769) (2,014) - (59,263) Depreciation (465) (207) (418) (804) - (1,018) (262) - (3,174) Transfers/Reclassifications (a) 1 - (64) - - (110) - - (173) Disposals/write-offs Balance at (12,337) (6,751) (15,206) (7,069) - (18,859) (2,276) - (62,498) Property and equipment, net Balance at ,943 2,874 6,156 17, ,717 3,353 1,107 62,414 Balance at ,962 2,836 6,184 16, ,635 3,110 1,373 61,581 Depreciation rates - % (a) Refers to the transfer of property and equipment to intangible assets

29 12. INTANGIBLE ASSETS Changes in intangible assets are as follows: Parent Company Cost of intangible assets Software Intangible assets in progress (a) Total Balance at ,852 20,547 22,399 Additions 429 1,427 1,856 Transfer 20,455 (20,455) - Balance at ,736 1,519 24,255 Accumulated amortization: Balance at (1,287) - (1,287) Amortization (1,089) - (1,089) Balance at (2,376) - (2,376) Intangible assets, net: Balance at ,547 21,112 Balance at ,360 1,519 21,879 Amortization rate - % 20% 20% 20% (a) Refers to expenses with the implementation of the SAP System, which is expected to be concluded in 2016.

30 Consolidated Arteris S.A. and Subsidiaries Cost of intangible assets Intangible assets in highways works and services (a) Concession (b) Merged concession (c) Software Operation right (d) Intangible asset in progress (e) Advances to suppliers Total Balance at ,251, , ,380 47,318 12,941 2,688, ,497,317 Additions 68, , ,845 14, ,740 Transfers/Reclassifications 97, (1) - (97,788) - (6) Disposals/write-offs (3,206) - - (5) - - (9,139) (12,350) Balance at ,414, , ,380 49,885 12,941 2,884,500 6,170 11,864,701 Accumulated amortization Balance at (2,468,115) (281,281) (97,795) (16,687) (6,387) - - (2,870,265) Amortization (126,545) (6,400) (2,873) (1,892) (591) - - (138,301) Transfers/Reclassifications Disposals/write-offs Balance at (2,594,344) (287,681) (100,668) (18,574) (6,978) - - (3,008,245) Intangible assets, net: Balance at ,783,711 70,658 46,585 30,631 6,554 2,688, ,627,052 Balance at ,820,542 64,258 43,712 31,311 5,963 2,884,500 6,170 8,856,456 (a) Refer to projects and services carried out on the highway, such as paving, duplication, side roads, shoulders, work yards, special structure works, ground leveling, implementing a system for collecting tolls and monitoring traffic, signaling and other such services, amortized on a straight line basis, until the final term of the concession. (b) Refers to the amount assumed for the operation of the highway system adjusted to present value. See Note 16. (c) Refers to the right of grant deriving from merging the spun-off portion, in June 2006, of OHL Participações, former parent company of Autovias and Centrovias. This amount is being amortized on a straight line until the final term of the concession. (d) Refers to the amount assumed for using granite and gneiss rocks in infrastructure work in projects for the companies pertaining to the Arteris Group and installation and safeguarding of equipment to perform the work. (e) Refer to undergoing projects and services on the highway, such as paving, duplication, side roads, shoulders, work yards, special structure works, ground leveling, implementing a system for collecting tolls and monitoring traffic, signaling and other such services.

31 13. BORROWINGS AND FINANCING Broken down as follows: Parent Company Annual charges Maturity Current Non-current Current Non-current Arteris: Working capital(e) Exchange rate var %p.a. Aug , Working capital(e) Exchange rate var %p.a. Sep , , Consolidated Annual charges Maturity Current Non-current Current Non-current Arteris: Working capital(e) Exchange rate var %p.a. Aug , Working capital(e) Exchange rate var %p.a. Sep , , Autovias: Equipment financing (FINAME) (b) 6.0% p.a. Oct Centrovias: Equipment financing (FINAME) (b) 6.0% p.a. Oct Vianorte: Equipment financing (FINAME) (b) 6.0% p.a. Nov Planalto Sul: Investment financing (BNDES) (a) TJLP % p.a. Dec-25 23, ,670 22, ,474 Investment financing (BNDES) (a) TJLP % p.a. Mar , ,834 Investment financing (BNDES) (a) IPCA % p.a. Jan-27-17,228-16,361 23, ,856 22, ,669 Transaction cost (127) (1,180) (76) (1,283) 23, ,676 22, ,386 Fluminense: Investment financing (BNDES) (a) TJLP p.a. Nov-26 43, ,053 36, ,578 43, ,053 36, ,578 Transaction cost (790) (3,850) , ,203 36, ,578 Fernão Dias Equipment financing (FINAME) (b) 6% p.a. Jun Investment financing (BNDES) (a) TJLP % Mar-26 47, ,204 48, ,041 47, ,730 49, ,625 Transaction cost (609) (1,260) , ,470 49, ,625 Régis Bittencourt Investment financing (BNDES) (a) TJLP % p.a. Dec-24 82, ,911 80, ,719 82, ,911 80, ,719 Transaction cost (183) (1,393) , ,518 80, ,719

32 Litoral Sul: Investment financing (BNDES) (a) TJLP % p.a. Jun-26 41, ,217 37, ,416 41, ,217 37, ,416 Transaction cost (1,878) (6,504) , ,713 37, ,416 Latina Manutenção: Equipment financing (FINAME) (b) TJLP + 4.5% p.a. Mar Working capital (d) 112.5% CDI May-17 6,316 4,928 5,919 4,927 Leasing (c ) 2.10% to 3.7% + CDI and 15.8% Feb ,316 4,928 6,234 4,927 Total 604,379 2,837, ,496 2,885,688 TJLP - Long-Term Interest Rate. (a) Credit facility opening agreement entered into with the Brazilian Development Bank (BNDES) to finance the recovery, improvement, maintenance, conservation, expansion, and operation works and services in the highways. (b) Financing of equipment, guaranteed by the financed assets, collateral signature of shareholders or promissory notes. (c) Finance lease agreements signed with financial institutions for acquisition of vehicles, information technology equipment and other equipment. The guarantees are the financed assets. (d) Bank credit notes contracted from the financial institution for purchase of property and equipment for the São José Mill facility, with repayment term of 36 months as from the transaction formalization date, guaranteed by Arteris. (e) Contracting of two foreign loans totaling fifty million dollars (US$50,000) each, from The Bank of Nova Scotia. In order to hedge against the foreign exchange variation, on the same date the Company also entered into a swap agreement with Scotia Bank do Brasil in order to convert the US dollar to the CDI+1.85% p.a. and CDI+2.15% p.a., respectively. The proceeds will be allocated to the group s investment plan. As at March 31, 2016, the maturities of the borrowings and financing are as follows: Maturity year , , , ,612 After ,389,642 2,837,227 As at March 31, 2016, there were no changes to the restrictive covenants contained in the financial statements of December 31, Item h to the restrictive covenants of the agreement entered into with the BNDES provides for: The Company shall not distribute dividends, pay interest on capital, pay interest on loans or repay the principal of these loans when the Debt Service Coverage Ratio (ICSD) is lower than 1.3, calculated under the following formula:

33 ICSD = Cash Generation from the Activity Debt Service Where: Cash Generation from the Activity Debt Service EBITDA (+) EBITDA (+) Repayment of principal (+) Profit for the year (+) Payment of (-) Income tax interest (+) Finance cost/income, net (-) Social contribution (+) Depreciation and amortization (+) Provision for income tax and soci contribution (+) Other non-operating expenses/income, net As at March 31, 2016, the Debt Service Coverage Ratio (ICSD) of the federal concessionaires was below 1.3. However, these companies did not undertake any action that did not comply with this restrictive clause. The Company is compliant with all restrictive covenants at the end of the reporting period. The fair value of borrowings recognized in current and non-current liabilities approximates their carrying amount, since the impact of the discount is not significant, considering that the discount rates are substantially similar to the contracted rates. 14. DEBENTURES Broken down as follows: Parent Company Contractual Series Number issued Maturities Current Non-current Current Non-current yield rates (%) 2nd issue (g) 30,000 CDI % p.a. Oct , ,418 3rd issue (i) 75,000 CDI % p.a. Dec , , , , , , ,418 Transaction cost (3,622) (1,364) (4,980) - 900, , , ,418

34 Contractual Series Number issued Maturities Current Non-current Current Non-current yield rates (%) Arteris: 2nd issue (g) 30,000 CDI + 2% p.a. Oct , ,418 3rd issue (i) 75,000 CDI % p.a. Dec , , , , , , ,418 Transaction cost (3,622) (1,364) (4,980) - 900, , , ,418 Autovias: 1st issue - series 2 (a) 120,000 IPCA + 8% p.a. Mar-17 60,282-74,662 49,518 3rd issue (c) 30,000 CDI % p.a. Aug ,365 54, , , , ,647 54, , ,518 Transaction cost (309) (40) (371) (106) 164,338 53, , ,412 Centrovias: 1st issue - series 2 (a) 120,000 IPCA + 8% p.a. Mar-17 60,282-77,438 46,742 2nd issue (d) 40,000 CDI+0.99%p.a Jun , , , , , , , , ,262 Transaction cost (501) (227) (574) (325) 185, , , ,937 Intervias: 3rd issue (c ) 60,000 CDI % p.a. Sep , , , ,000 4th issue - series 1 (e) 15,000 CDI+1.10% p.a. Oct-19 10, ,000 4, ,000 4th issue - series 2 (e) 22,500 IPCA+5.96% p.a. Oct-19 41, ,000 30, ,000 97, , , , ,000 Transaction cost (1,322) (2,019) (1,384) (2,313) 249, , , ,687 Vianorte: 1st issue - series 2 (a) 100,000 IPCA + 8% p.a. Mar-17 50,235-61,935 41,509 2nd issue (b) 15,000 CDI % p.a. Mar-17 60,235-63,590 30, , , ,525 71,509 Transaction cost (168) - (219) (33) 110, ,306 71,476 Planalto Sul: Consolidated 2nd issue (h) 10,000 IPCA+8.17% p.a. Dec , ,472 10, , ,472 Transaction cost (105) (908) - (1,098) , ,374 Fernão Dias 2nd issue (f) 10,000 CDI % p.a. Jun , ,127-10, , ,127 - Transaction cost (109) - (237) - 119, ,890 - Total 1,730,006 1,323,569 1,726,915 1,539,304

35 (a) 1 st issue of debentures, series 2 of state concessionaires, on March 15, 2010 with nominal unit amount of R$1,000 each. (b) 2 nd issue of debentures, in a single series, of Vianorte on March 20, 2014 with unit face value of R$10,000 each. (c) 3 rd issue of debentures, in a single series, of Intervias, on September 25, 2013 with unit face value of R$10,000 each, and 3 rd issue of debentures, in a single series, of Autovias, on December 18, 2013 with unit face value of R$10,000 each. (d) 2 nd issue of Centrovias debentures, in a single series, on March 20, 2014, with unit face value of R$10,000 each. (e) 4 th issue of Intervias debentures, in two series, the agreement was issued on October 15, 2014, with unit face value of R$10,000s. (f) 2 nd issue of Fernão Dias debentures, in a single series, on December 15, 2014, with unit face value of R$10,000 each. (g) 2 nd issue of the Parent Company s debentures on October 1, 2014, with unit face value of R$10,000 each. (h) 2 nd issue of Planalto Sul's debentures, on December 15, 2014, with unit face value of R$10,000 each. The payment of this issue was on April (i) 3 rd issue of the Parent Company s debentures on June 19, 2015, with unit face value of R$10,000 each. (j) The Company classified interest paid on debentures as cash flow from financing activities in the parent company, since these debentures were raised and transferred through intercompany loan agreements to meet the working capital needs of its federal subsidiaries. (k) Debentures were subscribed by their unit face value plus, for second series debentures, the corresponding adjustment for inflation and, for all debentures, the interest charged from the issue date through their actual payment date, as described below: Consolidated Issue Date Nominal value Payment date Amount subscribed 1st issue - State Series , ,382 2nd issue - Centrovias and Vianorte , ,722 3rd issue - Autovias and Intervias and , and ,168 4th issue - Intervias , ,640 2nd issue - Federal , ,530 2nd issue - Federal , ,000 1st issue - Arteris , ,156 2nd issue - Arteris , ,486 3rd issue - Arteris , ,408 3,615,000 3,633,492 The yield on series 2 series debentures of 1 st issue of concessionaires Autovias, Centrovias and Vianorte is paid yearly, every March 15, as of 2011, and amortized yearly, as of March 15, 2015.

36 The yield on 3 rd issue debentures of Intervias is paid on a semi-annual basis, every 25 of March and September, as of 2014, and amortized in three annual installments, as of September 25, The yield on 3 rd issue debentures of Autovias is paid on a semi-annual basis, every 20 of February and August, as of 2014, and amortized in six semi-annual installments, as of February The yield on 2 nd issue debentures of Centrovias is paid on a semi-annual basis, every 20 of July and December, as of December 20, 2014, and amortized in seven semi-annual installments, as of June 20, The yield on series 1 debentures of 4 th issue of Intervias is paid on a semi-annual basis, every 15 of April and October, as of 2015, and amortized in three annual installments, as of October 15, The yield on series 2 debentures of 4 th issue of Intervias is paid yearly, every October 15, as of 2015, and will be amortized in a lump sum on October 15, The yield on 2 nd issue debentures of Vianorte is paid on a semi-annual basis, every 20 of March and September, as of 2014, and amortized in three semi-annual installments, as of March 20, The yield on 2 nd issue debentures of concessionaire Planalto Sul is paid yearly, every December 15, as of 2016, and amortized in seven annual installments, as of December 15, The yield on 2 nd issue debentures of Fernão Dias will be paid and amortized in a lump sum on June 15, The yield on 2 nd issue debentures of the Parent Company is paid on a semi-annual basis, every 1 of April and October, as of 2015, and will be amortized in three semi-annual installments, as of October 1, The yield on 3 rd issue debentures of the Parent Company is paid on a semi-annual basis, every 19 of June and December, as of 2015, and will be amortized in a lump sum on December 19, As at March 31, 2016, long-term installments of both issues are broken down as follows: Maturity year Parent Company , ,646

37 Maturity year Consolidated , , ,613 After ,036 1,323,569 1 st, 2 nd, 3 rd and 4 th issue debentures of state concessionaires contain restrictive covenants that could accelerate their maturity and require the fulfillment of certain financial ratios, as specified in the early maturity clauses included in the indenture of each issue, filed with the CVM. As at March 31, 2016, the Company and its subsidiaries were compliant with the contractual terms and conditions agreed for the debentures. The debentures of the 1 st issue of series 2 are guaranteed by: 1. Pledge of 51% of the shares of the issuers Autovias, Centrovias, and Vianorte. The pledge percentage will be periodically decreased as the debentures are amortized. 2. Collateralization of 80% of toll plaza receivables. The collateralized percentage will be periodically decreased as the debentures are amortized. 3. Collateralization of 100% of the concession compensation receivables. 4. All units of the Sinking Fund, as described in Note 9. The debentures issued by the Parent Company, as well as the debentures issued by state and federal concessionaires have restrictive clauses that entail early redemption and require compliance with certain financial indices, as disclosed in the section Indentures and advances from debentures, filed at CVM. In order to not fail to comply with any clause of the BNDES agreement, the subsidiary Fernão Dias was granted referred agency s approval for the 2 nd issue of debentures on October 16, The debentures of the 2 nd issue of the Parent Company are guaranteed by: 1. Assignment of 49% of dividends and interest on equity paid to the parent company by concessionaires Autovias, Centrovias and Vianorte. 2. Assignment of 100% of the funds deposited in a restricted account in which dividends paid to the parent company by the concessionaires Autovias, Centrovias and Vianorte are deposited. The debentures of the 3 rd issue of the Parent Company are guaranteed by: 1. Assignment of all of the dividends and interest on equity paid to the parent company by concessionaire Intervias. 2. Assignment of 100% of the funds deposited in a restricted account in which dividends paid to the parent company by the concessionaire Intervias are deposited.

38 3. Fiduciary sale of all of the shares issued by a wholly owned subsidiary of the parent company which, in turn, will directly hold 49% of Intervias shares. The 2 nd issue debentures of concessionaire Fernão Dias are guaranteed by aval guarantee by Arteris S.A., in favor of the debenture holders. The 1 st issue debentures of the federal concessionaires and the and 2 nd issue debentures of concessionaire Fernão Dias are guaranteed by aval guarantee by Arteris S.A., in favor of the debenture holders. The 2 nd issue debentures of concessionaire Planalto Sul are guaranteed by: 1. Fiduciary assignment of receivables held by the Company. 2. Pledge of all the shares held by the Company. 3. Fiduciary assignment of concession s rights. As at March 31, 2016, the Company and its subsidiaries were compliant with the contractual terms and conditions agreed for the debentures. 15. RELATED-PARTY TRANSACTIONS Related-party transactions refer to administrative expenses, inter-company working capital loans and execution of the group s investment plan. The balances at March 31, 2016 and December 31, 2015 and related-party transactions in the periods ended March 31, 2016 and 2015, are stated below:

39 Parent Company Current assets Amounts due from related parties: Subsidiaries: Autovias (a) 904 1,568 Centrovias (a) 796 1,518 Intervias (a) 842 1,588 Vianorte (a) 692 1,314 Planalto Sul (a) Fluminense (a) 799 1,186 Fernão Dias (a) 1,201 1,722 Régis Bittencourt (a) 667 1,731 Litoral Sul (a) Latina Manutenção (a) 724 3,234 Latina Sinalização (a) Autovias (d) 6,237 4,324 Centrovias (d) 4,331 2,982 Intervias (d) 5,535 4,679 Arteris Paricipações (a) Vianorte (d) 5,508 5,508 Planalto Sul (b) 32,630 22,229 Fluminense (b) 23,986 22,607 Fernão Dias (b) 47,403 44,678 Régis Bittencourt (b) 20,893 19,692 Litoral Sul (b) 52,017 48,515 Related parties: Other Total 206, ,629 Dividends receivable - subsidiaries: - Parent Company Serviço e Tecnologia de Pagamentos S.A. 5,674 6,223 Total 5,674 6,223

40 Non-current assets Parent Company Amounts due from related parties - borrowings from subsidiaries: Planalto Sul (b) 181, ,898 Fluminense (b) 186, ,961 Fernão Dias (b) 370, ,455 Régis Bittencourt (b) 166, ,772 Litoral Sul (b) 403, ,767 Total 1,308,367 1,274,853 Amounts receivable from related parties - Debentures subsidiaries: Planalto Sul (e) 21,588 29,710 Fluminense (f) 131, ,151 Fernão Dias (i) 21,588 20,938 Régis Bittencourt (g) 279, ,998 Litoral Sul (h) 225, ,260 Total 678, ,057 Total non-current 1,987,152 1,941,910 Current liabilities Parent Company Borrowings and financing from subsidiaries: Autovias (c) 24,385 28,669 Centrovias (c) 35,264 32,062 Intervias (c) 52,092 48,256 Vianorte (c) 24,649 23,231 Total 136, ,218 Parent Company Consolidated Accounts payable: Related parties: Intervias (a) Fluminense (a) Fernão Dias (a) Régis Bittencourt (a) Litoral Sul (a) Latina Manutenção (a) Participes en Brasil S.L Total

41 Parent Company Non-current liabilities Borrowings and financing from subsidiaries - Loans: Autovias (c) 250, ,201 Centrovias (c) 303, ,580 Intervias (c) 412, ,239 Vianorte (c) 186, ,696 Total 1,153,978 1,134,716 Amounts due from related parties - Debentures subsidiaries: Intervias (j) 264, ,679 Total 264, ,679 Total 1,418,928 1,391,395 (a) Refer to the apportionment of administrative costs and expenses among Arteris Group companies. (b) Intercompany loan agreements with an interest rate equivalent to 100% of the CDI variation plus 1.037% to 1.4% per year with interest rates maturing as of December 2015 and principal as of December (c) Intercompany loan agreements with an interest rate equivalent to 100% of the CDI variation plus 1.037% to 1.4% per year with interest rates maturing as of December 2015 and principal as of December (d) Refers to interest on equity receivable. (e) Refers to the indenture of the 3 rd issue of non-convertible, subordinated debentures, in a single series, entered into between Autopista Planalto Sul S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.4% per year, with principal amount and interest rates expected to mature on March 29, (f) Refers to the indenture of the 2 nd issue of non-convertible, subordinated debentures, in a single series, entered into between Autopista Fluminense S.A. (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.5% per year, with principal amount and interest rates expected to mature on April 10, (g) Refers to the indenture of the 2 nd and 3 rd issues of non-convertible, subordinated debentures, in a single series, entered into between Autopista Régis Bittencourt S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.5% per year, with principal amount and interest rates of the 2 nd issue expected to mature on April 27, 2017, and of the 3rd issue expect to mature on June 25, (h) Refers to the indenture of the 3 rd issue of non-convertible, subordinated debentures, in a single series, entered into between Autopista Litoral Sul S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.5% per year, with principal amount and interest rates expected to mature on April 28, 2017.

42 (i) Refers to the indenture of the 3 rd issue of non-convertible, subordinated debentures, in a single series, entered into between Autopista Fernão Dias S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.5% per year, with principal amount and interest rates expected to mature on August 19, (j) Refers to the indenture of the 4 th issue of non-convertible, subordinated debentures, in a single series, entered into between Concessionária de Rodovias do Interior Paulista S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 2.0% per year, with principal amount and interest rates expected to mature on June 25, Parent Company Finance income (expenses), net: Subsidiaries: Autovias (9,895) (11,521) Centrovias (11,839) (10,088) Intervias (15,932) (11,420) Vianorte (7,553) (5,884) Planalto Sul 8,308 6,164 Fluminense 7,342 7,004 Fernão Dias 15,272 11,403 Régis Bittencourt 6,395 5,341 Litoral Sul 14,726 13,410 Total 6,824 4,409 During the period ended March 31, 2016, the Company recognized R$1,257 (R$1,366 as at March 31, 2015), Parent Company, and R$5,033 (R$5,671 as at March 31, 2015), Consolidated, as management compensation. Management neither received nor granted loans to the Company and its subsidiaries, and are not entitled to significant fringe benefits. The Company grants its employees profit sharing on an annual basis, which is calculated based on the attainment of corporate targets and specific goals established, approved and disclosed at the beginning of each fiscal year, and the payment is made in the following year, in accordance with the attainment of targets and goals. During the current fiscal year, the accounting provisions are calculated each month on bases that are estimated and appropriated to profit or loss, having payroll obligations as consideration. The balances of the provision for profit sharing (PLR) recorded on March 31, 2016, under the Payroll obligations line, are R$8,845 on the parent company (R$5,783 as at December 31, 2015) and R$23,939 (R$27,714 as at December 31, 2015) on the consolidated. All active employees and employees dismissed for the period, who worked during the fiscal year, are entitled to profit sharing. In the case of employees dismissed, only those dismissed without cause are entitled to profit sharing.

43 The calculation of the profit sharing is based on corporate targets and specific goals to which weights are attributed in accordance with specific tables. The targets, goals and weights can be mainly summarized as the achievement of the budget for expenses and revenues, consolidated EBITDA and EBITDA by company, in addition to individual evaluations based on technical expertise and commitment to quality. The Company and its subsidiaries offer their employees health care, reimbursement of dental care expenses and life insurance during the employment period. Such benefits are partially funded by the employees, based on their professional category and the usage of the respective plans. These benefits are recognized as costs or expenses when incurred. In regard to transactions carried out with related parties, whenever necessary, these transactions are submitted to the Board of Directors for approval, pursuant to the Company s Bylaws. The transactions and business entered into by the Company and its subsidiaries with related parties are subject to the finance charges previously described, which are compatible with the rates usually practice in Brazil. 16. CONCESSION FEES Refer to the fees payable for the concessions granted to subsidiaries Autovias, Centrovias, Intervias and Vianorte to the São Paulo State Highway Department (DER/SP), discounted to present value. The concession fees will be paid in 240 monthly consecutive installments, the first of which was paid in September 1998 by Autovias, in June 1998 by Centrovias, in February 2000 by Intervias, and in March 1998 by Vianorte. The amounts are adjusted using the same formula and at the same dates as the tool adjustment, and are due on the last business day of each month.

44 Therefore, the amount of the fees payable was determined as follows: Consolidated Present value Notional amount (*) Current Autovias Centrovias Intervias Concession fee 8,510 8,191 8,741 8,413 Variable portion (a) Concession fee 12,733 12,255 13,078 12,587 Variable portion (a) Concession fee 7,924 7,626 8,139 7,833 Variable portion (a)(b) Concession fee 51,659 49,718 53,060 51,064 Vianorte Variable portion (a) Total 82,779 79,765 84,971 81,872 Non-current Consolidated Present value Notional amount (*) Autovias Concession fee 11,632 13,211 12,666 14,472 Centrovias Concession fee 14,420 16,903 15,607 18,406 Intervias Concession fee 20,937 21,997 23,587 24,928 Vianorte Concession fee 46,243 56,815 49,750 61,494 Total 93, , , ,300 (*) Notional amounts adjusted for inflation through the end of the year, included solely as additional information. (a) The variable portion corresponds to 1.5% of the gross monthly toll revenue. On December 14, 2013, ARTESP s Managing Board extended, for indefinite term, the previously granted authorization to withhold and discount 50% of the amount due as variable concession fee (which corresponds to 1.5% of the concessionaire s revenue). (b) The variable amount, corresponding to 1.5% of the monthly toll revenue and 25% of the monthly supplementary revenues actually earned, is due by the last business day of the subsequent month On June 27, 2015, the State Official Gazette published Artesp s authorization for the toll tariff increase as of July 1, 2015 based on the General Market Price Index (IGP-M).

45 The number of installments payable as at March 31, 2016 is as follows: Current Installments Noncurrent Total Autovias Centrovias Intervias Vianorte The amounts paid by the Company s subsidiaries to the Concession Authority during the period ended March 31, 2016 are as follows: Fixed Concession Fee Variable Amount paid Autovias 2,035 1,243 3,278 Centrovias 3,045 1,367 4,412 Intervias 1,895 1,727 3,622 Vianorte 12,355 1,157 13,512 Total 19,330 5,494 24,824 As at March 31, 2016, the amounts related to the actual amount classified in non-current liabilities are broken down as follows: Maturity year , , , ,232 The concession model for federal highways does not include this type of payment of concession fee to the granting authority. The type of payment adopted in this concession operation model was offering the lowest basic toll tariff to be collected from users and the obligation of an allowance to cover the concession s inspection expenses.

46 17. PROVISIONS Civil, labor and tax risks The Company and its subsidiaries are parties to ongoing lawsuits basically involving civil liability to highway users and labor claims. Management recognized, based on the opinion of its legal counsel, a provision to cover probable losses on said lawsuits and estimates that the final outcome will not affect significantly the cash flows, financial position, and results of operations of the Company and its subsidiaries. Changes in the consolidated balance of civil, labor and tax risks during the period ended March 31, 2016 are as follows: Parent Company Additions Reversals Uses Labor (222) - - Total (222) - - Consolidated Additions Reversals Uses Civil 8,380 2,380 (1,112) (805) 8,843 Labor 9,137 1,410 (2,611) (145) 7,791 Total 17,517 3,790 (3,723) (950) 16,634 Additionally, the Company and its subsidiaries are parties to ongoing civil, labor, tax and other lawsuits arising from the normal course of business, which were assessed as possible loss by their legal counsel and for which no provision has been recognized. These lawsuits total R$36,558 as at March 31, 2016 (R$17,432 as at December 31, 2015). Escrow deposits totaling R$6,266 and R$118,942, in the parent company and consolidated, respectively on March 31, 2016 (R$6,266 and R$111,437, respectively on December 31, 2015), classified in non-current assets, refer to, in the subsidiaries, lawsuits to which no provision has been recognized because the respective risk of loss was assessed as possible or remote. The balance of R$118,942 of escrow deposits in the consolidated is composed as follows: R$69,272 referring to indemnities for work expropriation in federal concessionaires, R$32,546 referring to federal concessionaires lawsuits filed against ANTT, to annul the deficiency notices imposed by the Agency, and R$17,124 referring to sundry deposits from state concessionaires and the parent company.

47 Provision for maintenance and investments in highways The provision for maintenance and investments in highways is calculated, respectively, based on the best estimate of the expenditures to be incurred on repairs and replacements and construction and improvement services. The provision for investments considers the amounts through the end of the concession period, while the provision for maintenance considers the amounts of the next intervention. Changes in provisions for maintenance and investments in highways during the period ended March 31, 2016 are as follows: Consolidated Current Non-current Provisions Maintenance in highways Investments in highways Maintenance in highways Investments in highways Payments made in the period ended December 31, 2015, related to maintenances performed, totaled R$29, EQUITY Balances at ,524 56, ,361 63,604 Additions 2,822-71,387 (1) Uses (29,116) (1,385) (2) 1 Discount to present value , Transfers 55,667 5,693 (55,667) (5,692) Balance at ,897 61, ,688 58,611 a) As at March 31, 2016 share capital is R$1,033,198, represented by 344,444,440 common shares without par value, held as follows: Number of shares subscribed Equity interest - % Participes en Brasil S.A. 238,563, Board of Directors 5 - Other 105,881, Total 344,444,

48 b) Profit reserves and distribution of dividends (Parent Company): 19. REVENUES Legal and profit retention reserve The Company s bylaws prescribe that the profit for the year, after recognition of the legal reserve, as provided for by law, can be allocated to the provision for civil, labor and tax risks, the profit retention reserve set out in the capital budget to be approved at the Shareholders Meeting, or the unrealized earnings reserve, pursuant to Article 198 of Law 6404/76. Distribution of dividends The Company s bylaws provide for the distribution of a minimum mandatory dividend of 25% of the profit for the year, adjusted pursuant to Article 202 of Law 6404/76. Broken down as follows: Consolidated Revenue from services provided 621, ,007 Revenue from construction services 301, ,041 Other revenue 10,586 21, , ,041 The reconciliation between gross revenue and net revenue presented in the income statement for the period is as follows: Consolidated Gross revenue 933, ,041 Service tax (ISSQN) (31,453) (30,735) Tax on revenue (PIS) (4,240) (4,247) Tax on revenue (COFINS) (19,546) (19,607) Other deductions (537) (523) Net revenue 877, ,929

49 20. COSTS AND EXPENSES BY NATURE Broken down as follows: Parent Company Expenses: Personnel 534 (134) Outsourced services (183) (1,083) Maintenance and upkeep (16) (14) Depreciation / amortization (1,543) (535) Contingencies Insurance / guarantees (36) (36) Consumption (17) (28) Transportation (9) (11) Other (227) (351) Total (1,053) (2,192) Consolidated Expenses: Personnel (13,861) (19,432) Outsourced services (4,729) (7,846) Maintenance and upkeep (1,674) (396) Depreciation / amortization (3,083) (1,845) Contingencies 562 (1,043) Insurance / guarantees (62) (58) Consumption (3,518) (4,716) Transportation (1,101) (1,127) Other (6,140) (5,592) Total (33,606) (42,055)

50 21. FINANCE INCOME (COSTS) Represented by: Consolidated Costs: Construction costs (301,257) (353,041) Personnel (35,925) (37,879) Outsourced services (42,992) (40,517) Conservation (31,133) (30,372) Maintenance/upkeep of furniture/properties (3,809) (3,106) Consumption (8,403) (7,322) Transportation (8,559) (9,327) Inspection fee (Federal) (11,268) (10,242) Funds for technological development (Federal) (823) (1,077) Insurance / guarantee (6,000) (6,343) Costs with concession authority (5,470) (5,364) Provision for maintenance in highways (74,209) (26,838) Depreciation / amortization (138,392) (122,281) Other 15,169 (3,002) Total (653,071) (656,711) Parent Company Finance income: Interest income 75,822 43,322 Short-term investments 4,763 1,903 Other income Total 80,749 45,663 Finance costs: Finance charges (96,236) (55,831) Losses with derivative financial instruments (37,794) - Other costs (6,031) (1,135) Total (140,061) (56,966) Exchange rate variation: Exchange rate variation on foreign-currency loan 27,626 - Other 8 (9) Total 27,634 (9)

51 22. STATEMENTS OF CASH FLOWS a) Cash and cash equivalents The breakdown of cash and cash equivalents included in the statement of cash flows is stated in Note 5. b) Supplemental information Consolidated Finance income: Interest income - 1,088 Short-term investments 23,146 41,170 Finance charges - reversal of present value adjustment 735 3,677 Other income 4,868 1,448 Total 28,749 47,383 Finance costs: Finance charges (140,042) (137,407) Inflation adjustment of concession fees (6,674) (6,037) Finance charges - discount to present value (10,886) (20,279) Losses with derivative financial instruments (37,794) - Other costs (13,119) (5,319) Total (208,515) (169,042) Exchange rate variation: Exchange rate variation on foreign-currency loan 27,626 - Other 8 (61) Total 27,634 (61) Parent Company Non-cash investing and financing transactions: Paid- up capital loan Paid-up capital Merger - Latina Sinalização Cash transactions in investments involving additions in the year: Payment of investments, which did not affect the additions in the property and equipment and intangible assets lines in the year Non-cash investing and financing transactions: Purchases of intangible assets recognized under trade payables, related parties, contractual guarantees and taxes payable Capitalized interest - 10,000 5,535 - (1,302) - Consolidated ,812 60,151 59,863 28,624

52 Cash transactions in investments involving additions in the year: Payment of investments, which did not affect the additions in the property and equipment and intangible assets lines in the year (155,666) (124,998) 23. RECONCILIATION OF INCOME TAX AND SOCIAL CONTRIBUTION The reconciliation of effective and statutory income tax and social contribution rates in the income statements for the periods ended March 31, 2016 and 2015 is as follows: Parent Company Profit before income tax and social contribution 12,308 54,298 Combined effective rate 34% 34% Expectation of income tax and social contribution expense, according (4,185) (18,461) Adjustments to effective rate: Equity in the earnings (losses) of subsidiaries: 15,496 23,221 Interest on capital received (1,977) (1,655) Exchange rate variation (9,396) - Derivative financial instruments 12,850 - Other adjustments (356) (251) Total 12,432 2,854 Deferred taxes not recorded (12,432) (2,854) Expenses recognized - - Consolidated ,957 93,023 Profit before income tax and social contribution 34% 34% Combined effective rate Expectation of income tax and social contribution expense, according (11,886) (31,628) Adjustments to effective rate: Exchange rate variation (9,396) - Derivative financial instruments 12,850 - Other adjustments (591) (1,809) Total (9,023) (33,437) Deferred taxes not recorded (12,432) (2,854) Expenses recognized (21,455) (36,291) Income tax and social contribution expense: Current (53,139) (46,302) Deferred 31,684 10,011 (21,455) (36,291)

53 The effects of certain items of such reconciliation, over which no deferred income tax and social contribution were recognized, arise from specific tax situations of companies that did not meet the conditions established in the accounting standard for recognition of deferred tax assets. On November 11, 2013, the Provisional Measure 627, converted into Law No. 12,973, as of May 13, 2014, was published, introducing changes in tax rules and revoking the Transitional Tax Regime (RTT), adopted by the Company and its subsidiaries for calculation of income tax and social contribution on net income. On December 31, 2014, the Company s Management opted for its early adoption as provided for by laws for the fiscal year of 2014, referring to subsidiaries Autovias and Centrovias. Other subsidiaries applied said law when it took effect as of January 1, 2015.

54 24. EARNINGS PER SHARE The tables below reconcile the profit and the weighted average of the value per share applied to calculate the basic and diluted earnings per share. Parent Company Net income for the year 12,308 54,298 Number of shares during the year 344, ,444 Earnings per share Consolidated Net income for the year 13,502 56,732 Number of shares for the year 344, ,444 Earnings per share There is no difference between basic and diluted earnings per share, since during the period ended March 31, 2016 there were no equity instruments with dilution effect. 25. FINANCIAL INSTRUMENTS According to their nature, financial instruments may involve known or unknown risks and a potential risk assessment is important. The main market risk factors that may affect the business of the Company and its subsidiaries are as follows: Capital risk management The Company s management manages its cash in order to be able to continue as a going concern and maximize the funds for use in new investments, as well as to provide return to shareholders. The Company s capital structure consists of financial liabilities, cash and cash equivalents, marketable securities and equity, comprising share capital and profit reserves. Management periodically reviews the capital structure and its ability to settle its liabilities, and timely monitors the average term of suppliers in relation to the average turnover of current assets, taking the necessary actions when the ratio between these balances presents assets higher than liabilities. The Company s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide return to shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital and maximize the funds for use in new investments and investments in existing businesses. Fair value of financial instruments carried at amortized cost

55 The financial instruments held by the Company are carried at amortized cost and approximate their fair value because: Borrowings, financing and debentures: are substantially contracted at floating interest rates. Trade receivables and payables: have average term of 30 days. Cash and cash equivalents and restricted investments: are substantially indexed to the CDI. As the nature, characteristics and contracted conditions are reflected in the carrying amounts, the eligible balances are discounted to present value, when applicable. Differences might occur if these amounts were settled in advance Assets Level (*) Loans receivable Loans receivable Loans receivable Loans receivable Cash and cash equivalents Level 2 188, , , ,529 Related parties Level 2 2,193,574 2,132, Trade receivables Level , ,130 Restricted investments Level 2 23, , ,043 Other receivables Level ,543 5,155 4,977 Parent Company Consolidated Liabilities Level (*) Financial liability at amortized cost Financial liability at amortized cost Financial liability at amortized cost Financial liability at amortized cost Trade payables and contractual guarantees Level 2 2,742 6, , ,580 Borrowings and financing Level 2 361,927-3,441,606 3,120,184 Derivative financial instruments Level 2 37,794-37,794 - Debentures Level 2 1,099,521 1,057,584 3,053,575 3,266,219 Related parties Level 2 1,555,500 1,523, Concession fees Level , ,691 Other payables Level 2 6,579 6,718 30,478 26,755 CPC 40 (R1) requires the classification into a three-level fair value hierarchy of financial instruments, based on observable and unobservable inputs related to the valuation of a financial instrument on the measurement date. CPC 40 (R1) also defines the observable inputs, such as market data, obtained from independent sources, and the unobservable inputs reflecting the market assumptions. The three levels of the fair value hierarchy are: Level 1: The market price of identical instruments; Level 2: Observable information different from the market price of the asset or liability, directly (as prices) or indirectly (based on prices); Level 3: Instruments whose material factors are not observable in the market. Market risks

56 Market risk is the risk that the fair value of future cash flows from a financial instrument changes due to market price variations. Market prices include the following types of risk: exchange rate risk, credit interest rate risk and liquidity risk. Financial instruments affected by market risk include borrowings receivable and payable, deposits, financial instruments available for sale and measured at fair value through profit or loss and derivative financial instruments. a) Exposure to exchange rate risks Exchange rate risk is the risk that the fair value of future cash flows from a financial instrument changes due to exchange rate variations. The characteristics and associated risks of such an instrument are as follows: The Company is exposed to exchange rate risk arising from financial instruments in currencies different than its functional currencies. As at March 31, 2016, the Company was exposed mainly to the risk of fluctuation in the US dollar. In order to hedge exchange rate exposure, the Company contracted swap operations with derivative financial instruments which should limit any losses to projected net income for the current year caused by the depreciation of the exchange rate. As at March 31, 2016, the parent company s balance sheet included accounts denominated in foreign currency that represent a liability totaling R$361,927. This account is hedged with a swap derivative. Derivative instrument to hedge against exchange rate risk The Company classifies derivatives under financial. Financials are swap derivatives contracted to hedge against exchange rate risk on borrowing and financing cash flows denominated in foreign currency. As at March 31, 2016, the two outstanding swap agreements had maturities between August and September 2016, and were entered into with counterparties represented by Scotiabank Brasil S.A. Banco Múltiplo, on February 1, 2016 and March 24, Parent Company Principal Fair Value (Notional) Long Leg: Long Position - US Dollar 388, ,582 Total 388, ,582 Short Leg: Floating CDI rate 388, ,376 Total 388, ,376 Total Derivative Financial Instrument, Net - (37,794)

57 The financial swap operation consists of swapping an exchange rate variation for an adjustment by a percentage of the Interbank Deposit Certificate (CDI) fixed rate. For the derivative financial instrument held by the Company as at December 31, 2016 and given that the agreements are directly executed with financial institutions rather than through the BM&FBOVESPA, there were no margins deposited to guarantee these operations. Sensitivity analysis Regarding the sensitivity analysis related to exchange rate exposure risk, Management believes that, in addition to assets and liabilities with exposure to changes in exchange rates, it is necessary to consider the value of the curve of the financial instruments contracted by the Company in order to hedge specific exposures, as shown below: Parent Company Borrowings and financing in Brazil in foreign currency Value of the financial derivative curve Exchange rate exposure, net Fair value , ,062 (135) The tables below show the projection of additional gains (losses) that would have been recognized in the subsequent profit (loss) assuming the maintenance of the current net exchange rate exposure, as well as the following scenarios: Parent Company Scenario Scenario II Scenario III Society Risk Description Probable +25% +50% Exchange rate exposure, net Appreciation of the Dollar 2,047 3,235 5,590 This probable scenario considers the average R$/US$ exchange rate expected by the Central Bank s Focus report, of R$4.10 per US dollar. Scenarios II and III consider appreciations of 25% (R$5.12) and 50% (R$6.15), respectively, of the US dollar. Probable scenarios II and III are being presented in compliance with CVM Instruction 475/08. Management uses the probable scenario in the assessment of possible changes in the exchange rate and presents that scenario pursuant to IFRS 7 Financial Instruments: Disclosure. The Company and its subsidiaries do not operate with derivative financial instruments for the purpose of speculation. b) Exposure to interest rate risks The Company, through its subsidiaries, is exposed to normal market risks related to TJLP, IPCA and CDI fluctuation in connection with real-denominated borrowings and debentures. Interest on short-term investments is pegged to CDI fluctuation. Pursuant to CVM Instruction 475, on March 31, 2016, Management carried out a sensitivity analysis, taking into account 25% and 50% increases in expected interest rates on the balances of borrowings and financing and debentures, net of short- term investments.

58 Indicators Scenario I (probable) Scenario II (+ 25%) Scenario III (+50%) CDI 11.75% 14.69% 17.63% Interest to be incurred - BNDES and Debentures (*) (181,825) (227,849) (273,658) Income from short-term investments 45,486 56,858 68,229 Interest to be incurred from CDI, net (*) (136,339) (170,991) (205,429) TJLP 7.50% 9.38% 11.25% Interest to be incurred - BNDES (*) (240,803) (294,681) (348,535) IPCA 6.20% 7.75% 9.30% Interest to be incurred - BNDES and Debentures (*) (72,735) (83,373) (92,111) Interest to be incurred, net (*) (449,877) (549,045) (646,075) Source of indexes: Focus Report - BACEN. (*) Refers to the scenario of interest to be incurred in the shorter of the next 12 months or up to the agreement termination date. These presentations are additional to the disclosures required by IFRS, being in conformity with the disclosures required by the CVM. c) Credit risk As at March 31, 2016, the subsidiaries have receivables totaling R$142,041 (R$133,938 as at December 31, 2015) from CGMP - Centro de Gestão de Meios de Pagamento S.A., Dbtrans, Conectar and Autoexpresso, arising from tolls collected by the electronic toll payment system ( Sem Parar ), recognized in line item Trade receivables. The subsidiaries have a letter of guarantee issued by a bank to secure the collection of such receivables collected through the electronic toll system. d) Liquidity risk Liquidity risk is managed by the parent company Arteris S.A., which has an appropriate liquidity risk management model for the needs to obtain funding and manage liquidity on a short-, medium- and long-term basis. The parent company manages liquidity risks by maintaining adequate reserves, bank credit lines and other credit lines for obtaining funding in the form of loans, as deemed appropriate, through ongoing monitoring of forecast and actual cash flows, as well as through the combination of maturity profiles for financial assets and liabilities. As mentioned in Note 1, the Company uses the proceeds from its operating activities to meet its working capital requirements and access the capital market, and contracts borrowings and financing with Brazil s main financing and development institutions to supplement its cash requirements and comply with its short-term obligations recorded in current liabilities, including the amortization of its financing, and to maintain a leverage level appropriate to its long-term obligations.

59 The table below shows details of the remaining contractual maturity of the Company s nonderivative financial liabilities and the contractual amortization terms. This table was prepared under the undiscounted cash flow method for financial liabilities based on the most recent date on which the Company should settle the respective obligations. The table includes interest and principal cash flows. To the extent that the interest flows are floating, the undiscounted amount was obtained based on the interest curves at the end of the reporting period. The contractual maturity is based on the most recent date on which the Company should settle the respective obligations: Types Effective interest rate (weighted average) % p.a After 2020 Total Debentures - CDI (State) , , , ,374,889 Debentures - IPCA , , ,847 17, ,698 1,537,070 Finame , , ,924 Concession fees ,137 99,254 32, ,365 BNDES Automático , , , ,331 2,507,763 4,137,902 Working capital ,463 5, ,041 Total 1,011,860 1,374,836 1,564, ,954 3,010,461 7,437,191

60 26. SEGMENT REPORTING On January 1, 2009, the Company adopted CPC 22 and IFRS 8 Segment Reporting, which require that operating segments be identified based on internal reports regarding the Company s components that are regularly reviewed by the Company s Management, in charge of operational decisions, to allocate funds to the segment and assess its performance. As a means of managing its business within the financial and operational scopes, the Company has classified its businesses as construction and concession of highways. These two divisions are considered the primary segments for reporting purposes. The main characteristics are mentioned in Notes 2 and 4. a) Income statement by segment Concession Construction Total Eliminations and Consolidated holding balance Net revenue of the segment 877,267 72, ,777 (72,510) 877,267 Costs (673,010) (52,821) (725,831) 72,760 (653,071) Gross profit 204,257 19, , ,196 General and administrative expenses (36,630) (3,584) (40,214) 1,464 (38,750) Other operating (expenses) income 1,484 (47) 1, ,643 Finance income 77, ,770 (50,021) 28,749 Finance costs (198,463) (672) (199,135) (9,380) (208,515) Foreign exchange gain (loss), net ,634 27,634 Operating profit before taxes 48,428 16,376 64,804 (29,847) 34,957 Income tax and social contribution: Current (49,115) (3,750) (52,865) (274) (53,139) Deferred 34,652 (1,756) 32,896 (1,212) 31,684 Profit for the year 33,965 10,870 44,835 (31,333) 13,502 b) Balance sheet by segment Assets Concession Construction Total Eliminations and holding Consolidated balance CURRENT Cash and cash equivalents 304,072 5, , , ,757 Trade receivables 165, , ,834 Restricted investments 17,345-17,345 23,301 40,646 Amounts due from related parties 141,928 26, ,834 (168,574) 260 Other current assets 81,617 19, ,316 21, ,583 Total current assets 710,796 52, ,159 64, ,080 NON-CURRENT ASSETS Restricted investments 90,609-90,609-90,609 Deferred income tax and social contribution 257,685 13, ,120 14, ,302 Amounts due from related parties 1,418,927-1,418,927 (1,418,927) - Other non-current assets 124,816 1, ,076 18, ,382 Property and equipment 14,500 37,895 52,395 9,186 61,581 Intangible assets 8,828,226 6,351 8,834,577 21,879 8,856,456 Deferred charges 41,711-41,711 (41,711) - Total non-current assets 10,776,474 58,941 10,835,415 (1,397,085) 9,438,330 Total assets 11,487, ,304 11,598,574 (1,332,164) 10,266,410

61 Liabilities Concession Construction Total 26. GUARANTEES AND INSURANCES Eliminations and holding By force of contract, the concessionaires maintain regularized and updated the guarantees covering expansion and special conservation functions, as well as operating functions, ordinary upkeep of the highway network and payment of the fixed concession fees, when applicable. In addition, as required by contract and the internal risk management policy, the concessions have insurance policies in place for operating risks, engineering risks and civil liability, to ensure coverage of damages arising from risks inherent to its activities, such as loss of revenue, total or partial destruction of works and assets that are part of the concession, as well as property damage and bodily injury to users. All of them are in accordance with international standards for projects of this nature. As at March 31, 2016, the subsidiaries insurance coverage is summarized as follows: Consolidated balance CURRENT Borrowings and financing 236,136 6, , , ,173 Debentures 829, , ,875 1,730,006 Trade payables 176,634 16, ,017 2, ,804 Payroll and related taxes 111,115 21, ,225 19, ,387 Concession fees 82,779-82,779-82,779 Dividends proposed ,270 33,270 Claims received Provision for maintenance / Investments 249,894 61, ,410 (46,997) 264,413 Other current liabilities 259,359 (54,756) 204,603 (190,660) 13,943 Total current liabilities 1,945,846 50,569 1,996,415 1,118,158 3,114,573 NON-CURRENT LIABILITIES Borrowings and financing 2,832,299 4,928 2,837,227-2,837,227 Debentures 1,124,923-1,124, ,646 1,323,569 Concession fees 93,232-93,232-93,232 Provision for maintenance / investments 541, , ,299 Other non-current liabilities 2,071,917 7,830 2,079,747 (1,982,749) 96,998 Total non-current liabilities 6,663,670 12,758 6,676,428 (1,784,103) 4,892,325 Equity 2,877,754 47,977 2,925,731 (666,219) 2,259,512 Total liabilities 11,487, ,304 11,598,574 (1,332,164) 10,266,410 Indemnity limits State Type Covered risks Autovias Centrovias Intervias Vianorte All risks Property damage/loss of revenue (*) 180, , , ,000 Civil liability 18,000 25,000 21,000 25,000 Guarantee Concession agreement performance guarantee 98, , , ,420 Type Covered risks Planalto Sul Indemnity limits Federal Fluminense Fernão Régis Dias Bittencourt Litoral Sul All risks Property damage/loss of revenue (*) 180, , , , ,000 Civil liability 20,000 20,000 20,000 20,000 20,000 Guarantee Concession agreement performance guarantee 59,612 79, , , ,687 (*) By claim

62 The Company has also civil liability insurance policies for board members, directors and officers, with an indemnity limit of R$62,000. The Company contracted Judicial Guarantee Insurance policies referring to lawsuits deriving from ANTT s tax deficiency notices to which no provision was recognized, since the related risk was classified as possible or remote. These guarantees amount to R$20,077 for Planalto Sul, R$5,819 for Fluminense, R$474 for Régis and R$6,080 for Litoral Sul. 27. EVENTS AFTER THE REPORTING PERIOD Capital increases The capital increases of the group concessionaires are as follows: Arteris Date Approval Concessionaire Shares issued Value ESM Planalto Sul 13,440,860 10, ESM Fluminense 3,046,923 5, ESM Fluminense 2,958,580 5, ESM Fluminense 3,592,814 6, ESM Fluminense 1,189,768 2, ESM Fernão Dias 6,963,788 5, ESM Regis Bittencourt 6,170,300 15, ESM Litoral Sul 9,259,259 10,000 46,622,292 58,000 On April 12, 2016, the Brazilian Securities and Exchange Commission ( CVM ) announced that it had accepted the request for registration of a tender offer for the acquisition of common shares issued by Arteris S.A. On April 15, 2016, the controlling shareholder Particípes en Brasil S.A. published the notice for the tender offer for the acquisition of common shares issued by Arteris S.A. Within the scope of the tender offer for the acquisition of up to all shares issued by the Company for the purpose of cancelation of its registration as a category A publicly held company and conversion into a category B issuer, and subsequent delisting from the Novo Mercado of the BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ), which was duly registered by the Brazilian Securities and Exchange Commission ( CVM ) on April 12, 2016, under number CVM/SRE/OPA/CAN/2016/002, pursuant to the tender offer notice published on April 15, 2016 in Valor Econômico newspaper, and made available on the same date on the websites of the Company, the CVM and the BM&FBOVESPA, the Company informed its shareholders and the market in general, as required by the offeror Brasil II, S.L., of the following: (a) As provided for in the notice for the tender offer, the price originally established for the tender offer, of R$10.15 per share ( Offer Price ), would be reduced by the amount of dividends or interest on equity declared by the Company until the date of the tender offer auction, to be held on May 17, 2016;

63 (b) At the annual and extraordinary shareholders meeting of April 29, 2016, the shareholders approved the declaration of dividends totaling R$ per share; (c) Given the above, the Offer Price was adjusted by the value of the dividends declared and is now R$10.06 per share. On April 29, 2016, at the annual and extraordinary shareholders meeting, the shareholders decided to increase the Company s capital stock through the capitalization of profit, in the amount of R$49,905,373, without issuing new shares. Consequently, the capital is now R$1,083,102,900, divided into 344,444,440 no-par, registered, book-entry common shares. 28. MATERIAL FACT As informed in Note 1, the Company is undergoing a public tender offer process. On March 7, 2016, the Company received a letter from the CVM, dated March 4, 2016, which resolved on the need to prepare a valuation report of the Company1s shares by Banco BNP Paribas Brasil S.A. ( BNP Paribas ), including the objective calculation of the amounts attributed to the possibility of concession renewals and/or the inclusion of new concessions in the Company s business portfolio. On March 21, the Company received a revised version of the valuation report of shares assessed at their economic value, prepared by BNP Paribas, a specialized institution chosen by shareholders representing the shares outstanding within the scope of the tender offer. The revised version of the Valuation Report includes the necessary adjustments to comply with the CVM Official Letter. In accordance with the revised version of the Valuation Report, BNP Paribas assessed the economic value of the Company s shares at between R$8.86 and R$9.58 per share, corresponding to a range higher than the one presented in the original version of the valuation report, disclosed to the market by means of a Material Fact dated September 22, On the same date, for purpose of cancellation of its registration as a category A publicly held company and subsequent conversion into a category B, the Company announced to its shareholders and the market in general that it had been informed that the offeror, Partícipes en Brasil II S.L., declared its awareness of the revised version of the valuation report of the Company s shares prepared by BNP Paribas and will proceed with the public tender offer, pursuant to the terms and conditions already disclosed to the market. On March 23, 2016, the Company informed its shareholders and the market in general, by means of a material fact that, considering the disclosure of a revised version of the valuation report of the shares issued by the Company at their economic value, shareholders holding at least 10% of the outstanding shares have at least 15 days to require the holding of a Special Shareholders Meeting to resolve on a new valuation of the Company. This term is counted as of March 22, 2016.

64 1Q16 Earnings Release May 13, 2016 Page 1 of Q16 CONSOLIDATED EARNINGS RELEASE

65 1Q16 Earnings Release May 13, 2016 Page 2 of 26 1Q16: MILLION VEH- EQU TOLLED, TOLL REVENUE OF R$621.2 MILLION (3.7%), ADJUSTED EBITDA OF R$402.8 MILLION (10.1%) AND NET INCOME OF R$13.5 MILLION São Paulo, May 13, 2016 Arteris S.A. (BM&FBovespa Novo Mercado: ARTR3) announces its consolidated results for the first quarter of 2016 ended March 31, Except where stated otherwise, the following financial and operating information is presented on a consolidated basis in Brazilian reais (R$), pursuant to Brazilian Corporate Law. 1Q16 HIGHLIGHTS Tolled Traffic: the volume of tolled traffic totaled million vehicle equivalents in 1Q16, 7.1% down on 1Q15, due to Brazil s economic slowdown and the elimination, since April, of charging for the suspended axles of empty heavy vehicles on federal highways. If this law had not been in effect, tolled traffic would have fallen by 4.1% in 1Q16. Toll Plaza Revenue: Toll plaza revenue came to R$621.2 million in 1Q16, 3.7% up on 1Q15. Despite the reduction in traffic, toll plaza revenue remained positive, due to period tariff adjustments, which were above inflation in certain federal concessions due to the correction of imbalances. EBITDA and Adjusted EBITDA: First-quarter EBITDA fell by 3.0% over 1Q15 to R$328.6 million, while adjusted EBITDA increased by 10.1% to R$402.8 million, with a margin of 69.9%. Debt: Net debt closed 1Q16 at R$5.9 billion, 4.3% more than at the end of 4Q15. Leverage, as measured by the Net Debt / Adjusted EBITDA less Fixed Concession Fee (last 12 months) ratio was 4.17x. Investments: Investments in toll roads, mainly federal highways, came to R$334.1 million in 1Q16. BM&FBovespa: ARTR3 Bloomberg: ARTR3 BZ Thomson Reuters: ARTR.BR Update on May 12, 2016 Closing Price: R$9.97 per share Market Cap: R$3.4 billion Net Income: Arteris posted net income of R$13.5 million in 1Q16, due to economic activity, higher depreciation and the financial result, which was impacted by the increase in debt and higher interest rates. Var Var Financial Indicators 1Q16 4Q15 1Q15 1Q16/4Q15 1Q16/1Q15 Var% Var% Vehicle-Equivalents Indicadores Financeiros (Thousand) 161,969 4T12 171,013 3T12 4T11 174, % -7.1% 4T12/3T12 4T12/4T11 Toll Veículos plazas equivalentes revenue (R$ (Mil) Thousand) , , ,007 1,5% -0.5% 3,9% 3.7% Net revenue (R$ Thousand) Receita de pedágio (R$ Mil) 877, , , % 0,6% -4.5% 10,6% EBITDA (R$ Thousand) Receita líquida (R$ Mil) 328, , , % -0,3% -3.0% 5,4% Adjusted EBITDA (R$ Thousand) ¹ EBITDA (R$ Mil) 402, , , % -1,6% 10.1% 5,1% Net income (R$ Thousand) EBITDA Ajustado (R$ Mil) ¹ 13, (11,993) , ,4% n.d % 15,1% EBITDA margin* Lucro líquido (R$ Mil) 57.0% % % p.p. 3,6% -2.8 p.p. 1,9% Adjusted EBITDA margin* 69.9% 61.4% 64.6% 8.6 p.p. 5.3 p.p. Margem EBITDA* Equity (R$ Thousand) 53,6% 2,259,512 54,5% 2,244,849 55,9% 2,185,509-0,9 p.p. 0.7% -2,4 p.p. 3.4% Margem EBITDA ajustado* Total assets (R$ Thousand) 66,5% 10,266,410 68,3% 10,081,570 63,4% 9,417,105-1,7 p.p. 1.8% 3,1 p.p. 9.0% Patrimônio líquido (R$ Mil) Gross debt / Total capitalization ² % % 72.8% 0,9% 0.3 p.p. 14,9% 1.5 p.p. Ativos totais (R$ Mil) Net debt (R$ Thousand) ,902, ,657,831 4,657,952 1,3% 4.3% 9,0% 26.7% Net Dívida debt bruta / Adjusted / Capitalização EBITDA minus total fixed ² concession charge ³ 66,8% ,8% ,9% ,0 p.p ,1 p.p. 0.9 Dívida líquida / EBITDA ajustado excl. ônus fixo ³ 1,9 1,9 1,6 0,1 0,4 ¹ Considera ajustes relativos a reversões da provisão p/ manutenção de rodovias. ² Capitalização total = patrimônio líquido + dívida bruta ³ EBITDA Ajustado acumulado nos últimos 12 meses * Margem EBITDA baseada na Receita Operacional Líquida, excluindo Receitas de Construção

66 CONSOLIDATED INCOME STATEMENT (In thousands of Brazilian reais) 1Q16 4Q15 1Q15 1Q16 Earnings Release May 13, 2016 Page 3 of 26 Var% 1Q16/4Q15 Var% 1Q16/1Q15 GROSS SERVICE REVENUE 933,043 1,015, , % -4.2% Toll plazas revenue 621, , , % 3.7% State 339, , , % 1.6% Autovias 81,977 88,505 81, % 0.7% Centrovias 89,348 96,939 86, % 2.7% Intervias 91, ,337 90, % 1.0% Vianorte 76,160 83,506 74, % 1.8% Federal 282, , , % 6.4% Planalto Sul 30,639 26,966 28, % 8.3% Fluminense 46,494 43,464 44, % 4.1% Fernão Dias 63,178 61,539 61, % 2.7% Régis Bittencourt 78,197 65,936 70, % 10.4% Litoral Sul 63,503 56,071 59, % 6.3% Others 10,586 5,751 21, % -51.9% Construction services 301, , , % -14.7% DEDUCTIONS FROM REVENUE (55,776) (55,248) (55,112) 1.0% 1.2% NET SERVICE REVENUE 877, , , % -4.5% COST AND EXPENSES (548,703) (691,111) (580,060) -20.6% -5.4% Cost of services (excl. depreciation and amortization) (139,213) (166,054) (154,551) -16.2% -9.9% Cost of construction services (301,257) (385,866) (353,041) -21.9% -14.7% Administrative expenses (excl. depreciation and amortization) (30,523) (59,613) (40,210) -48.8% -24.1% Directors' compensation (5,033) (3,116) (5,671) 61.5% -11.3% Tax expenses (111) (683) (854) -83.7% -87.0% Provision for maintenance in highw ays (74,209) (83,189) (26,838) -10.8% 176.5% Other operating income, net 1,643 7,410 1, % 48.7% EBITDA 328, , , % -3.0% EBITDA Margin* 57.0% 46.9% 59.9% DEPRECIATION AND AMORTIZATION (141,475) (142,417) (124,126) -0.7% 14.0% Depreciation and amortization (141,475) (142,417) (124,126) -0.7% 14.0% FINANCE INCOME (COSTS) (152,132) (145,647) (121,720) 4.5% 25.0% Finance income 28,749 32,127 47, % -39.3% Finance costs (208,515) (177,943) (169,042) 17.2% 23.4% Foreign exchange gain (loss), net 27, (61) OPERATING PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION 34,957 (18,543) 93,023 n.d % INCOME TAX AND SOCIAL CONTRIBUTION (21,455) 6,550 (36,291) n.d % Current (53,139) (42,955) (46,302) 23.7% 14.8% Deferred 31,684 49,505 10, % 216.5% NET INCOME FOR THE PERIOD 13,502 (11,993) 56,732 n.d % * The EBITDA Margin is based on Net Operating Revenue excluding Construction Revenue.

67 1Q16 Earnings Release May 13, 2016 Page 4 of 26 Gross Revenue Breakdown 1Q16 Economic and Financial Performance Gross Service Revenue 32% 1% Toll Construction Arteris recorded gross revenue of R$933.4 million in 1Q16, 4.2% less than in the same period in 2015, broken down as follows: Toll revenue came to R$621.2 million, accounting for 67% of total 1Q16 revenue, growth of 3.7% over 1Q15; 67% Others Construction revenue fell by 14.7% to R$301.3 million, or 32% of the total, reflecting the investments to improve the group s highway infrastructure. The decline in this item was due to increased investments in maintenance works, which are not registered in this line; Toll Revenue Breakdown 1Q16 Other revenue, accounting for approximately 1% of the total, came to R$10.6 million, comprising the highway concessions ancillary revenue. Toll Plaza Revenue 45% 55% State Federal Toll revenue increased by 3.7% over 1Q15, despite the period s strong reduction in traffic, thanks to the tariff increases for all concessions. Some of the federal highway adjustments were above inflation due to the rebalancing of the contracts following the amendments. The state concessionaires recorded revenue of R$339.2 million in 1Q16, accounting for 55% of total toll revenue, with a slight increase in the quarterly comparison (+1.6%), the 2.5% reduction in tolled traffic volume being offset by the 4.2% upturn in the average tariff. The federal highways closed 1Q16 with revenue of R$282.0 million, 6.4% more than in 1Q15, thanks to period tariff adjustments above inflation despite the decline in traffic. Tolled Traffic: The Company s consolidated tolled traffic volume came to 161,969,000 vehicle equivalents, 7.1% down on 1Q15. Vehicle-Equivalents (Thousand) 1Q16 4Q15 1Q15 Var% 1Q16/4Q15 Var% 1Q16/1Q15 State Concessions 47,789 52,197 49, % -2.5% Autovias 10,910 11,844 11, % -3.9% Centrovias 13,165 14,261 13, % -0.9% Intervias 15,015 16,595 15, % -3.1% Vianorte 8,699 9,497 8, % -2.2% Federal Concessions 114, , , % -9.0% Planalto Sul 6,382 6,436 6, % -7.4% Fluminense 10,958 11,431 12, % -10.4% Fernão Dias 35,138 37,827 38, % -8.6% Régis Bittencourt 31,259 32,737 35, % -11.7% Litoral Sul 30,444 30,385 32, % -6.2% Total 161, , , % -7.1%

68 1Q16 Earnings Release May 13, 2016 Page 5 of 26 Traffic Breakdown (Vehicle Equivalents) 1Q16 The substantial reduction in the volume of tolled vehicles in recent quarters was due to the slowdown of Brazil s economy, in turn reducing GDP, especially in regard to industrial production. The impact of the slowdown led to a hefty decline in heavy traffic, mainly on our federal highways, an average 66% of whose traffic consists of heavy vehicle equivalents, versus 60% on the state highways. Another factor contributing to the traffic downturn was the application, since April 2015, of the Truck Drivers Law, which eliminated the charge on the suspended axles of empty heavy vehicles on the federal highways and whose impact was rebalanced by the last tariff adjustment in the contractual tariff revision, already effective in If this law had not been in effect, first-quarter federal highway and consolidated tolled traffic would have fallen by 4.7% and 4.1%, respectively, over 1Q15. In terms of composition, 59.9% of 1Q16 tolled traffic in the state concessions (measured in vehicle equivalents) consisted of heavy vehicles and 40.1% consisted of light vehicles; with respective ratios of 66.1% and 33.9% in the federal concessions. Average Tariff: In 1Q16, the average consolidated tariff of Arteris concessionaires was R$3.84, 11.7% up on 1Q15. The following table shows average tariff trends in each of the concessionaires and on a consolidated and same-comparison basis: Average Toll Tariff (R$ / Vehicle-Equivalents) 1Q16 4Q15 1Q15 Var% 1Q16/4Q15 Var% 1Q16/1Q15 State Concessions % 4.2% Autovias % 4.8% Centrovias % 3.7% Intervias % 4.1% Vianorte % 4.1% Federal Concessions % 16.9% Planalto Sul % 17.0% Fluminense % 16.2% Fernão Dias % 12.3% Régis Bittencourt % 25.1% Litoral Sul % 13.3% Total % 11.7% In July 2015, the São Paulo state government authorized the annual adjustment of state concessionaires tariffs, in line with the accrued period variation in the IGP-M general market price index of 4.11%, as determined by the concession agreement. The average state concessionaire tariff stood at R$7.10 in 1Q16. Federal concession tariffs were subjected to all the adjustments envisaged in the respective concession agreements in line with the 10.1% accrued period variation in the IPCA consumer price index, as well as from the financial rebalancing of the concession agreements related to the Truck Drivers Law (in effect as of April 2015). There were also additional and more substantial increases to remunerate investments due to contractual amendments in Autopista Régis Bittencourt and Autopista Planalto Sul The consolidated average tariff of the federal concessions was R$2.47 in 1Q16, 16.9% up on 1Q15.

69 1Q16 Earnings Release May 13, 2016 Page 6 of 26 AVI State Electronic Collection: Revenue from electronic toll plaza payments (AVI System) in the state concessionaires accounted for 66.3% of total revenue in 1Q16, versus 66.4% in 1Q15, while the average ratio in the federal concessionaires was 53.0% in 1Q16, versus 53.0% in 1Q15 Construction Revenue 66.4% 66.8% 66.3% 1Q15 4Q15 1Q16 AVI Federal 53.0% 52.8% 53.0% Construction revenue totaled R$301.3 million in 1Q16 (-14.7%). It is worth noting that construction revenue represents the Company s investments in highway infrastructure (additions to intangible assets) and has no cash effect. Currently, investments are allocated almost entirely to the federal concessions. The decline was due to the fact that a portion of the increase in investments was related to maintenance works that are not recorded in this line. Other Revenue The other revenue line is composed exclusively of ancillary revenue from the exploration/sale of highway right-of-way services. Other revenue totaled R$10.6 million in 1Q16, 51.9% down on 1Q15, due to the retroactive charging (between 2008 and 2014) for the use of Autopista Litoral Sul s right of way by telecommunication companies, totaling R$13.5 million. 1Q15 4Q15 1Q16

70 1Q16 Earnings Release May 13, 2016 Page 7 of 26 Costs and Expenses Total costs and expenses, which include non-cash items (construction costs, provisions, depreciation and amortization), fell by 1.9% over 1Q15 to R$690.2 million, and were impacted by: (i) (ii) (iii) (iv) the 13.5%, or R$26.9 million, decline in cash costs; the R$47.4 million upturn in provisions for highway maintenance; the R$17.3 million rise in depreciation and amortization; and the R$51.8 million reduction in construction service costs. Costs and Services Expenses (R$ Thousand) 1Q16 4Q15 1Q15 Var% 1Q16/4Q15 Var% 1Q16/1Q15 Var. Nominal 1T16/1T15 Third Party Services (47,721) (52,130) (48,363) -8.5% -1.3% 642 Personnel (49,564) (66,546) (57,311) -25.5% -13.5% 7,747 Conservation (31,133) (33,283) (30,372) -6.5% 2.5% (761) Inspection fee (11,268) (10,374) (10,242) 8.6% 10.0% (1,026) Costs w ith granting authority (5,470) (5,952) (5,364) -8.1% 2.0% (106) Insurance and guarantees (6,062) (6,087) (6,401) -0.4% -5.3% 339 Management Compensation (5,033) (3,116) (5,671) 61.5% -11.3% 638 Consumption (11,921) (13,921) (12,038) -14.4% -1.0% 117 Civil, labor and tax risks 340 (1,694) (1,043) % % 1,383 Tax expenses (111) (683) (854) -83.7% -87.0% 743 Transportation (9,660) (10,494) (10,454) -7.9% -7.6% 794 Other operating expenses, net 4,366 (17,776) (12,068) % % 16,434 Total (Cash Costs) (173,237) (222,056) (200,181) -22.0% -13.5% 26,944 % Cash Costs / Net Revenue (excl. construction) 30.1% 38.6% 35.4% -8.6 p.p p.p p.p. Cost of construction services (301,257) (385,866) (353,041) -21.9% -14.7% 51,784 Provision for maintenance in highw ays (74,209) (83,189) (26,838) -10.8% 176.5% (47,371) Depreciation and amortization (141,475) (142,417) (124,126) -0.7% 14.0% (17,349) Total (690,178) (833,528) (704,186) -17.2% -2.0% 14,008 The main variations in cash costs between the periods were as follows: Third-party services: Third-party service costs came to R$47.7 million in the first quarter, 1.3% down on 1Q15. Even with the adjustment of agreements for inflation, this improvement was directly related to the initiatives of the group s ongoing program to increase efficiency, such as the electronic auction system for hiring third parties and the intensive renegotiation of service provision contracts as a result of the current economic situation, in addition to the insourcing of Autopista Planalto Sul s previously outsourced toll collectors in April 2015, costs that have been booked under personnel costs since then. Personnel: Personnel costs came to R$49.5 million, 13.5% down on 1Q15, due to workforce restructuring and the reversal of a portion of the profit sharing payments, given that some of the established goals were not fully achieved. The Company also constituted social security (INSS) credits, due to the payment of charges on specific payroll funds in the last five years, over which there is a legal understanding that said amount should not be charged. These credits will be consumed by offsetting recurring INSS monthly payments. It is worth noting that, in 1Q15, the collective bargaining agreement became effective in March, while in 1Q16 it became effective in April, retroactive to March. Conservation: Conservation costs totaled R$31.1 million in 1Q16, 2.5% more than in 1Q15. This is a variable cost which depends on the period volume of highway repaving and infrastructure works, and the weather conditions in the regions where the works are taking place.

71 1Q16 Earnings Release May 13, 2016 Page 8 of 26 Inspection: These amounts are paid by the federal highways to the granting authority (ANTT) and are adjusted annually in accordance with the IPCA consumer price index. These fees totaled R$11.3 million in 1Q16, 10.0% more than in the same period the year before. Costs with the granting authority: These refer to the transfer of 1.5% of the gross toll revenue of the state concessionaires to the granting authority in the state of São Paulo (ARTESP), totaling R$5.5 million in 1Q16. Insurance and Guarantees: These costs, which basically refer to insurance policies related to engineering risk, fleet risk and performance bonds, totaled R$6.1 million in 1Q16, 5.3% down on 1Q15, due to more effective contract renewal negotiations. Management Compensation: Management compensation totaled R$5.0 million in 1Q16, lower than in 1Q15 due to the reorganization of the Company s organizational structure, including a reduction in the number of executive officers in the holding company. Consumption: This line includes expenses related to telephony, lighting and other electricity expenses of the business units, toll plazas and highway stretches, administrative materials (such as office supplies), signage materials (such as traffic cones and special signs), and materials used in traffic campaigns (pamphlets and booklets). In 1Q16, this line remained virtually flat (-1%), totaling R$11.9 million. Civil, Labor and Tax Risks: The amounts in this item refer to expectations of a probable loss in lawsuits involving Arteris and its subsidiaries. These costs totaled R$0.3 million in 1Q16, the decline being a result of the change in the legal counsel s forecast regarding the ongoing lawsuits. Transportation: This line includes expenses related to fuel consumption and rental and maintenance of the light vehicle fleet (traffic inspection, administrative vehicles and own rescue vehicles) and heavy vehicle fleet (tow trucks, water tankers, fire trucks and animal capture trucks, among others) of all of the group s concessionaires. In 1Q16, this line totaled R$9.7 million, 7.6% less than in 1Q15, due to a reduction in the fleet as a result of optimization, and lower fuel consumption thanks to the improved management process. Other operating expenses: these refer to other items related to the operations of the Company s concessionaires, in addition to the result of the works of the group s construction companies, provided exclusively to Arteris. The result of the group s construction companies accounts for the other operating expenses line and is variable in nature, depending on the volume of works contracted by the concessionaires to outsourced firms. These expenses totaled R$4.4 million in 1Q16, R$10.0 million less than in 1Q15, chiefly due to the R$16.2 million improvement in the operating margin of the construction subsidiaries, from a negative R$0.4 million in 1Q15 to a positive R$18.7 million in 1Q16. The main changes in non-cash costs were:

72 1Q16 Earnings Release May 13, 2016 Page 9 of 26 Construction costs: These costs, which are related to the accounting recognition of the Company s investments in intangible assets, almost all of which allocated to federal highway infrastructure improvements, totaled R$301.3 million in 1Q16 (-14.7%). Provisions for maintenance: These costs refer to the constitution of reserves related to future disbursements for paving maintenance and renewal on the highways under concession. The Company adjusts these provisions every quarter as it reviews and updates expectations regarding the timing and amount of these disbursements. The amount recorded in 1Q16 was R$74.2 million, R$47.4 million more than in 1Q15, due to the state concessionaires final maintenance before the end of the concession agreements. Depreciation and amortization: Depreciation and amortization are related to the adoption of IFRS rules, which require the complete amortization of intangible assets by the end of the concession period. In 1Q16, this line totaled R$ million, 14.0% more than in 1Q15, due to the increase in the intangible asset base as a result of the Company s investments.

73 EBITDA and Adjusted EBITDA 1Q16 Earnings Release May 13, 2016 Page 10 of 26 Arteris reported EBITDA of R$328.6 million in 1Q16, 3.0% down on 1Q15, while EBITDA adjusted for provisions for highway maintenance, which does not have a cash effect, totaled R$402.8 million in 1Q16, 10.1% up year-on-year. The first-quarter EBITDA margin declined by 2.8 p.p. and the adjusted EBITDA margin increased by 5.3 p.p. The main factors that increased adjusted EBITDA by R$37.1 million (10.1%) were as follows: (i) Improved toll revenue, the decline in traffic being offset by tariff adjustments; (ii) The R$20.5 million downturn in cash costs, as already explained. EBITDA (Em milhares de reais) 1T16 4Q15 1Q15 Var% 1T16/4Q15 Var% 1T16/1Q15 NET REVENUE 877, , , % -4.5% Cost and expenses (excl. depreciation and amortizat (548,703) (691,111) (580,060) -20.6% -5.4% EBITDA ¹ 328, , , % -3.0% EBITDA Margin* 57.0% 46.9% 59.9% 10.1 p.p p.p. (+) Provision for maintenance in highw ays 74,209 83,189 26, % 176.5% Adjusted EBITDA ² 402, , , % 10.1% State Concessions 250, , , % 3.1% Federal Concessions 134,072 86, , % 6.6% Holding (101) 5,780 (2,153) % -95.3% Construction Companies 18,729 (4,912) (429) % % Adjusted EBITDA Margin* 69.9% 61.4% 64.6% 8.6 p.p. 5.3 p.p. * The EBITDA Margin and the adjusted EBITDA Margin are based on Net Operating Revenue excluding Construction Revenue. ¹ EBITDA is Earnings before Interest, Taxes, Depreciation and Amortization, an operating performance indicator. EBITDA is not a measure adopted in accounting standards and does not represent cash flow for the periods presented and therefore should not be considered an alternative to cash flow as an indicator of liquidity. EBITDA does not have a standardized meaning and therefore cannot be compared to the EBITDA of other companies. ² Includes adjustments related to reversals of the provision for highway maintenance (accounting pronouncement ICPC 01). Group Companies (R$ Thousand) The following table shows the calculation of EBITDA and Adjusted EBITDA for the Arteris companies in 1Q16: Services Revenue (A) Net Revenue Construct Revenue (B) Total (A + B) Cost of Services (A) Costs and Services ¹ Cost of Construction Service (B) Autovias 75,432 5,047 80,479 (46,696) (5,047) (51,743) 28,736 (31,435) 60, % Centrovias 82,180 2,044 84,224 (19,246) (2,044) (21,290) 62,934 (4,228) 67, % Intervias 85,057 13,428 98,485 (30,190) (13,428) (43,618) 54,867 (11,750) 66, % Vianorte 69,907 1,999 71,906 (16,956) (1,999) (18,955) 52,951 (3,172) 56, % State Concessions 312,576 22, ,094 (113,088) (22,518) (135,606) 199,488 (50,585) 250, % Planalto Sul 28,146 41,169 69,315 (19,563) (41,169) (60,732) 8,583 (3,279) 11, % Fluminense 42,572 82, ,124 (22,677) (82,552) (105,229) 19,895 (3,050) 22, % Fernão Dias 59,997 21,136 81,133 (43,730) (21,136) (64,866) 16,267 (8,311) 24, % Régis Bittencourt 71,890 72, ,161 (33,686) (72,271) (105,957) 38,204 (4,944) 43, % Litoral Sul 60,829 61, ,440 (33,330) (61,611) (94,941) 27,499 (4,040) 31, % Federal Concessions 263, , ,173 (152,986) (278,739) (431,725) 110,448 (23,624) 134, % Total Concessionaires 576, , ,267 (266,074) (301,257) (567,331) 309,936 (74,209) 384, % Total (A + B) Arteris Holding (99) 0 (99) (99) 0 (99) Constructors 0 72,510 72,510 0 (53,783) (53,783) 18, ,727 Other companies and eliminations for consolidation (72,510) (72,510) 18,727 53,783 72, Margem EBITDA Ajustada* Total 576, , ,267 (247,446) (301,257) (548,703) 328,564 (74,209) 402, % EBITDA Provision for highw ays' s maintenan ce Ajusted EBITDA 1 Excludes Depreciation and Amortization * The EBITDA Margin is based on Net Operating Revenue excluding Construction Revenue.

74 1Q16 Earnings Release May 13, 2016 Page 11 of 26 Financial Result Financial Result (R$ Thousand) 1Q16 4Q15 1Q15 Var% 1Q16/4Q15 Var% 1Q16/1Q15 Financial Income 28,749 32,127 47, % -39.3% Interest Receivable 0 (2,167) 1, Financial Investments 23,146 32,786 41, % -43.8% Financial Charges - Reversal of Present Value Adjustments , % -80.0% Ganho com Variação Cambial Other Revenues 4,868 1,140 1, % 236.2% Financial Expenses (208,515) (177,943) (169,042) 17.2% 23.4% Financial Charges (140,042) (141,739) (137,407) -1.2% 1.9% Monetary Adjustment of Concession Charges (6,674) (7,995) (6,037) -16.5% 10.6% Financial Charges - Reversal of Present Value Adjustments (10,886) (12,158) (20,279) -10.5% -46.3% Perdas em operações de sw ap (32,108) Perdas no ajuste de valor de mercado de derivativos (5,686) Other Expenses (13,119) (16,051) (5,319) -18.3% 146.6% Net Exchange Variation 27, (61) % % Financial Result (152,132) (145,647) (121,720) 4.5% 25.0% Arteris net financial result was a net expense of R$152.1 million, 4.5% higher than the net expense of R$145.7 million recorded in 1Q15,due to the following variations: Financial income totaled R$28.7 million in 1Q16, down by 10.5%, chiefly due to lower investments in the period. Financial expenses increased by 17.2% to R$208.5 million, chiefly due to losses from swap operations and the adjustment of derivatives to market value, corresponding to the 4131 credit facility (for more details, see the Indebtedness section), mostly offset by exchange variation gains. The other expenses line refers mainly to PIS and Cofins taxes on financial revenue. Net Income Arteris posted net income of R$13.5 million in 1Q16, 76.2% down on 1Q15, chiefly due to the increase in the provision for maintenance related to the state concessionaires last maintenance cycle before the end of the agreement, higher interest rates and the charging of PIS and Cofins tax rates as of July, which had a negative impact on the financial result.

75 1Q16 Earnings Release May 13, 2016 Page 12 of 26 Indebtedness On March 31, 2016, the Company s net debt totaled R$5.9 billion, 4.3%, or R$245.1 million, more than on December 31, Debt (In thousands of Brazilian reais) 1Q16 4Q15 1Q15 Var% 1Q16/4Q15 Var% 1Q16/1Q15 Gross Debt 6,532,975 6,386,403 5,855, % 11.6% Short Term 2,372,179 1,961,411 1,106, % 114.4% Long Term 4,160,796 4,424,992 4,748, % -12.4% Cash Position 630, ,572 1,197, % -47.4% Cash and equivalents 498, ,529 1,094, % -54.4% Restricted investments ¹ 131, , , % 27.2% Net Debt 5,902,963 5,657,831 4,657, % 26.7% ¹ Short and long term This quarter-on-quarter increase was primarily due to: The R$245.1 million upturn in gross debt, as a result of the following: i. New financing under Law 4131 in the holding company, totaling R$388.8 million; ii. The amortization of R$50.3 million in BNDES financing; iii. Debenture amortizations totaling R$191.3 million; iv. R$233.6 million in interest on the debentures and BNDES financing; v. R$233.0 million in accrued interest on the Company s loans. The R$98.6 million reduction in the cash position (cash and cash equivalents + financial investments), due to the allocation of funds to the Company s construction works plan, period financing amortizations and interest payments Financing: In February and March 2016, the Company contracted two loans under Law 4131 with ScotiaBank, in US dollars converted into reais (swap), the first of which totaling R$205.7 million at the CDI+1.85% p.a., maturing in August 2016, and the second totaling R$183 million at the CDI+2.15% p.a., maturing in September 2016.

76 1Q16 Earnings Release May 13, 2016 Page 13 of 26 BNDES Financing: Arteris receives long-term loans from the Brazilian Development Bank (BNDES) to finance federal concession investment programs. All five federal concessionaires have already received approval for long-term financing lines, guaranteeing the funds needed to implement the main contractual construction projects. Up to March 31, 2016 approximately R$3.5 billion in BNDES funding had been disbursed, leaving R$222.8 million still available. BNDES FINEM (R$ Thousand) 31/03/16 Concessionaries Total Contracted More details on the Company s debt profile are shown below: Total Taken Available Total 3,763,122 3,540, ,802 Planalto Sul 399, ,098 18,819 Fluminense 780, ,136 18,683 Fernão Dias 702, ,754 - Régis Bittencourt 1,069,495 1,069,495 - Litoral Sul 810, , ,300 At the close of 1Q16, net debt represented 4.17x Adjusted EBITDA less payment of the fixed concession fee in the last 12 months, an increase in leverage over the 4.10x recorded in the previous quarter. Leverage Ratio and Net Debt (R$ million) At the end of 1Q16, consolidated gross debt (loans and financing plus debentures) totaled R$6.5 billion, 46.7% of which corresponding to contracts indexed to the TJLP (long-term interest rate), 44.6% indexed to the CDI interbank rate and 8.9% indexed to the IPCA inflation rate.

77 1Q16 Earnings Release May 13, 2016 Page 14 of 26 Gross Debt Profile (%) Gross Debt (In thousands of Brazilian reais) Indexes 1Q16 4Q15 1Q15 Var% 1Q16/4Q15 Var% 1Q16/1Q15 TJLP 3,048,064 3,088,617 2,919, % 4.4% CDI 2,910,736 2,556,099 2,326, % 25.1% IPCA 580, , , % -5.2% Other 2,765 3,141 3, % -13.8% Prepaid charges (9,417) (4,770) (6,812) 97.4% 38.2% Total 6,532,975 6,386,403 5,855, % 11.6% *In the CDI line, we have two 4131 loans, one in the amount of R$205.8 at the CDI+ 1.85% p.a., and the other totaling R$183 million at the CDI % p.a. Gross Debt (R$ million) Gross Debt Amortization Schedule (R$ million)

78 Fixed Concession Fee paid to the Concession Authority (State Concessionaires) 1Q16 Earnings Release May 13, 2016 Page 15 of 26 In accordance with the concession contracts, the state concessionaires must pay the concession authority a fixed fee in exchange for granting the concession. This amount totaled R$19.3 million in 1Q16. Fixed Concession Charge Paid (R$ thousands) 1Q16 4Q15 1Q15 Var% 1Q16/4Q15 Var% 1Q16/1Q15 Total (19,330) (19,330) (18,567) 0.0% 4.1% Autovias (2,035) (2,035) (1,955) 0.0% 4.1% Centrovias (3,045) (3,045) (2,925) 0.0% 4.1% Intervias (1,895) (1,895) (1,820) 0.0% 4.1% Vianorte (12,355) (12,355) (11,867) 0.0% 4.1% The variation in the amount of the fixed concession fee between the periods (+4.1% on average) is due to the annual adjustment of the amounts due by the variation in the IGP-M inflation index in the last 12 months, which occurs on the same date as the annual tariff adjustment of the state concessionaires. On March 31, 2016, the nominal amount and the number of monthly installments to be paid in regard to the fixed concession charge were as follows: Concessionaires Real Value (R$ thousand) Short Term Long Term Total # of Monthly Payments Autovias 9,181 12,666 21, Centrovias 13,552 15,607 29, Intervias 8,767 23,587 32, Vianorte 53,471 49, , Total 84, , ,581 Investments and Highway Maintenance In 1Q16, the Company invested a total of R$334.1 million in its highways, R$305.0 million of which allocated to infrastructure works (recorded under intangible assets and property and equipment), mostly in the federal highways, and R$29.1 million to state highway maintenance. 1Q16 IFRS Capex Cash Flow (R$ Thousand) Before IFRS (A + B) Intangible and Property (A) Maintenance Realized (B) Autovias 12,033 5,398 6,635 Centrovias 5, ,348 Intervias 21,326 14,328 6,998 Vianorte 11, ,135 State Concessions 49,997 20,881 29,116 Planalto Sul 38,936 38,936 - Fluminense 65,608 65,608 - Fernão Dias 24,077 24,077 - Régis Bittencourt 82,839 82,839 - Litoral Sul 67,687 67,687 - Federal Concessions 279, ,147 - Total 329, ,028 29,116 Others invest. and consolidation adjustments 4,922 4,922 - Total 334, ,950 29,116

79 1Q16 Earnings Release May 13, 2016 Page 16 of 26 Investments through the end of all the concession agreements, including highway maintenance, are estimated at around R$6.6 billion, already including the contractual amendments entered into by the Company at the end of The Company s total investments in recent quarters are presented below: (R$ thousand) The most important construction projects receiving investments in the first quarter of 2016 are described below: Autopista Fluminense Throughout the quarter, the concessionaire maintained the accelerated pace of the duplication works of Highway BR 101/RJ between the cities of Rio Bonito and Campos dos Goytacazes, a project that began in 3Q11 after it obtained the construction permit from IBAMA, Brazil s environmental protection agency. The project involves the duplication of km of highway, 66.4 km of which concluded by 1Q16. Of the remaining km, 57.6 km are currently undergoing works. Avenida do Contorno (Autopista Fluminense) Duplication of BR101-RJ / Macaé Campos (Autopista Fluminense)

80 1Q16 Earnings Release May 13, 2016 Page 17 of 26 Autopista Régis Bittencourt The Serra do Cafezal (BR-116/SP) project, the concessionaire s main construction works project, continues to move ahead. The Company has already concluded and delivered 17.9 km of the duplication, of a total of 30.5 km, including two raised interchanges. In December 2014, the ANTT approved the necessary contractual rebalancing for the continuation of the works, including the construction of four tunnels, all of which in progress, and 42 bridges and overpasses (13 concluded, 20 in progress and 9 not yet begun). Duplication of Serra do Cafezal (Autopista Régis Bittencourt) Autopista Planalto Sul The concessionaire s main project is the duplication of 25.4 km of the BR-116/PR between Curitiba (PR) and Mandirituba (PR), whose construction permit has already been obtained from IBAMA. Of this total, 14.5 km between Curitiba (PR) and Fazenda Rio Grande (PR) have already been concluded and freed for traffic, and the remainder, up to Mandirituba (PR), is under construction. In 1Q16, the concessionaire concluded 9.9 km of side roads in Mafra (SC) and Mandirituba (PR). Duplication of BR - 116/PR (Autopista Planalto Sul) Autopista Litoral Sul The Florianópolis Beltway project, one of the most important works in the region, began in May 2014, immediately after IBAMA had granted the installation license for a 14 km stretch. In May 2015, the Company obtained a rectifying Environmental License covering a total extension of 47 km. The northern and intermediate stretches are currently undergoing works, including one raised interchange at km and four underpasses. In 1Q16, the concessionaire built 1.5 km of side roads and one underpass at km on the BR-376/PR, in Tijucas do Sul (PR). Florianópolis Beltway (Autopista Litoral Sul) Autovias In September 2014, Autovias began duplicating 13.6 km of the SP 318 between km 235 and 249, in the São Carlos region. This is a new project which will be added to the concession agreement, resulting in a six-month extension of the concession term until May 2019, in accordance with the marginal cash flow method for the economic and financial rebalancing of the agreement. Access to Ribeirão Preto (Autovias and Vianorte) Intervias In February 2016, the Company concluded the implementation of 5 km corresponding to the second stage of the Mogi Mirim Beltway (SP). In September 2014, the concessionaire began duplicating works on a 20.9 km stretch of the SP-147, between Mogi Mirim and Engenheiro Coelho (SP). Mogi Mirim Beltway (Intervias)

81 1Q16 Earnings Release May 13, 2016 Page 18 of 26 Personnel Arteris closed 1Q16 with 5,805 employees, 49.9% of whom working for the federal concessionaires, 22.0% for the state concessionaires, 25.4% for the group s construction companies and the remaining 2.7% for the holding company, as shown in the table below. Personnel 1Q16 4Q15 1Q15 Var 1Q16/4Q15 Var 1Q16/1Q15 Arteris (Holding) (4) 4 State Concessions 1,280 1,264 1, (80) Autovias (1) Centrovias (7) Intervias (4) (103) Vianorte Federal Concessions 2,894 2,963 2,818 (69) 76 Litoral Sul (59) 18 Planalto Sul (1) 83 Fluminense Fernão Dias (9) (49) Régis Bittencourt (2) (7) Latina Manutenção 1,311 1,428 1,655 (117) (344) Latina Sinalização (8) Total 5,805 5,974 6,157 (169) (352)

82 1Q16 Earnings Release May 13, 2016 Page 19 of 26 Capital Market Arteris closed 1Q16 with a market capitalization of R$3.3 billion, based on the closing price of R$9.63 per share on March 31, 2016, corresponding to depreciation of 0.2% since the beginning of the year. In the same period, the Ibovespa Index increased by 18.8%. Under the ticker ARTR3, the Company s stock was traded in 100% of BM&FBOVESPA trading sessions, with financial trading volume of approximately R$255.7 million in 1Q16. ARTR3 shares versus Ibovespa (1Q16) Financial Volume - Daily average - (R$ million) Number of Trades - Daily average Daily Average 1Q16 4Q15 1Q15 Var% 1Q16/4Q15 Var% 1Q16/1Q15 Nº of Trades , % -86.7% Nº of Shares Traded 447, , , % -44.6% Volume (R$ Million) % -48.0%

83 1Q16 Earnings Release May 13, 2016 Page 20 of 26 Public Tender Offer for the Acquisition of Shares On April 30, 2015, Arteris informed the market of its controlling shareholders' intention to hold a Public Tender Offer for the Acquisition of Arteris Shares with a view to cancelling the Company s registration as a category A publicly-held company and delisting it from the Novo Mercado. The process is currently undergoing analysis by the CVM. The controlling shareholders are awaiting authorization from the CVM to publish the notice and hold the offer. Summarized schedule of the tender offer: August 25, 2015: an Extraordinary Shareholders Meeting selects BNP Paribas to prepare the Appraisal Report September 22, 2015: Availability of the Appraisal Report (value interval: R$8.74 to R$9.55) September 23, 2015: Participes en Brasil S.L. announces that it will proceed with the tender offer March 21, 2016: Availability of the new Appraisal Report incorporating CVM requirements in a number of official letters (new value interval: R$8.86 to R$9.58) March 23, 2016: Participes en Brasil S.L. announces that it will proceed with the tender offer April 12, 2016: the CVM grants the tender offer request May 17, 2016: expected auction date Shareholding Structure The Company s subscribed and paid-in capital was approximately R$1.0 billion on March 31, 2016, represented by a single class of 344,444,440 common shares. Ownership Structure Reference Date: 03/31/2016