Quarterly Information - ITR Prumo Logística S.A.

Transcription

1 Quarterly Information - ITR Prumo Logística S.A. June 30, 2015 with Independent Auditors Report on the Quarterly Information Review (A free translation of the original report in Portuguese, as filed with the Brazilian Securities and Exchange Commission (CVM), prepared in accordance with the accounting practices adopted in Brazil, rules of the CVM and the International Financial Reporting Standards - IFRS) 1

2 Individual and consolidated quarterly information June 30, 2015 Contents Independent Auditors Review report on Quarterly Information - ITR... 3 Balance sheets... 6 Statements of operations... 8 Statements of comprehensive income (loss) Statements of changes in shareholders equity Statements of cash flows Statements of added value Notes to the individual and consolidated quarterly information

3 2Q15 EARNINGS REPORT Rio de Janeiro, August 12, PRUMO LOGÍSTICA S.A. ( Company or PRUMO ) (Bovespa symbol: PRML3), a private Brazilian company responsible for the Açu Port venture, is today announcing its earnings for the second quarter of 2015 and providing its shareholders and the market with up-to-date information about its venture. The consolidated financial and operating information, stated in thousands of Brazilian reais, is being presented in accordance with international financial reporting standards (IFRS). Message from the CEO We are celebrating a new phase at the company. Our milestones no longer consist merely of progress in construction works and new contracts. It has now been a year since the first iron ore shipment arrived at the port. Since then 60 vessels have moored at Açu Port terminals. The third quarter in a row with a positive EBITDA is a consequence of this. Our positive impact on our clients' productivity is increasingly obvious and recognized, especially given the country's economic woes. As a direct result of this there has been plenty of good news of late, which has benefited our venture. Edison Chouest implemented its options early, signing a contract with Petrobras and announced that its offshore support base will come into operation in November and will be the largest in the world. BG has moved its oil transshipment operations to Açu and Oiltanking has invested one billion dollars in the terminal. We have adjusted our debt profile to our cash flows, lengthening it to 18 years with a four-year grace period. We have signed a contract and initiated bauxite operations with Votorantim group. A slew of multinational companies are joining our venture. We have come into operation within the estimated timeframes and costs and the primary risks identified in the change of control have been mitigated in less than two years. The challenge ahead is to take advantage of the completion of the main works, the easing of pressure on cash with the long-term agreement and the great opportunities we are creating for our clients to expedite the development of other business activities. 3

4 Highlights for the Quarter Açu Hotel Installation A contract has been signed with the real estate developer Inter Rio to build a hotel at the Industrial Complex of Açu Port. The hotel will occupy an area of 10,649 m² and have 200 rooms on 10 floors, located between Terminals 1 and 2 of Açu Port. The hotel is the first venture in a convenience center that is being created at the Industrial Complex and will also offer commercial offices and auxiliary services. The convenient center is being built in an area of 250,000 square meters and is expected to meet the requirements of workers and companies in the complex. Inter Rio expects to invest around R$ 30 million on building the hotel, the brand of which will be determined in the coming months. By way of a partnership with Inter Rio, which is engaged in real estate management in a wide range of segments, Prumo will own 22 rooms. Contract with BG A contract has been signed with BG E&P Brasil Ltda. ( BG Brasil or BG ) for the oil transshipment service at Açu Port. The contract contains a take-or-pay clause for the use of the oil terminal ( T-OIL ) for 20 years, for an average volume of up to 200 thousand barrels a day in a ship-to-ship operation, in accordance with BG's production schedule. The contract also establishes that BG will have a term of up to 18 months as from signing to increase the take-or-pay amount initially contracted by up to 60%. Initially, the ship-to-ship operation will transfer the oil from dynamically positioned shuttle tankers (DPST) to conventional Suezmax export vessels. The first operation is scheduled for August The T-OIL infrastructure allows a safe operation with high uptime, generating efficiency and cost savings for its clients, increasing Brazilian oil competitiveness. Additionally, it brings together high-level features to provide quality care for all the oil and gas industry and to advance the industry in the North of the State. BG's transshipment operation will be carried out at T-OIL, located at Terminal 1 of Açu Port. Three berths will be available along the 1.4 km breakwater, two of which will be able to receive VLCC or SuezMax export vessels and one only SuezMax. At T-OIL, both vessels will be in sheltered area protected by the breakwater. They will be moored and surrounded by containment booms. This safe type of transshipment operation will be available throughout the year. 4

5 Currently with a canal depth of 20.5 m, T-OIL will initially receive Suezmax ships. By the end of 2017, Prumo will increase the width and depth of the canal to enable the terminal to receive VLCC ships. The Terminal is licensed to handle up to 1.2 million barrels of oil per day and also includes an onshore area licensed for oil crude storage and treatment (specs and blending). The future construction of this oil treatment plant with storage tanks will attract other customers who require storage to consolidate their products prior to sale. BG Brasil is part of BG Group, which operates in the areas of exploration and production of oil and gas and liquefied natural gas in more than 20 countries. Expansion of Edison Chouest's Area Edison Chouest exercised early its two remaining options established in the contract signed on April 09, 2014, which mature in October 2015, in order to expand its area. The company also decided to expand its quay by 40 meters. This has resulted in Edison Chouest's total area arising from 411,800 m2 to 597,400 m² with a quay of 1,030 meters. This is the third quay expansion exercised by Edison Chouest. The first expansions were made in April Subsequent events: Contract with Votorantim Prumo has also signed a contract with Votorantim Metais for the shipment of bauxite and coke at the Multicargo Terminal ( T-MULT ) at Açu Port. The 3-year contract is scheduled to commence in August this year and marks the operational start-up of T- MULT. The contract entails the handling of 300,000 tons a year of bauxite and coke. The bauxite to be exported will come from Votorantim Metais' mines in Minas Gerais and the coke imported to supply the industrial plants. 5

6 Long ong-term financing loan Açu Port, Prumo subsidiary, has received a letter of final approval from the executive board of the Brazilian National Bank for Economic and Social Development ( BNDES ) for long-term financing. The approval establishes the terms and conditions for the long-term project finance of R$ 2.8 billion, of which R$ 2.3 billion will be used to repay bridge loans previously awarded by the bank. This amount will be passed through by the banks Bradesco and Santander. The remaining amount of R$ 500 million will be used to fund port construction and will be provided by a third on-lending bank yet to be identified. The total tenor of the approved facility is 18 years with 4 years of grace period and 14 years of amortization. The approval also provides the possibility of direct financing by BNDES instead of the current on lending, of up to 50%, with a ceiling of R$ 2.1 billion including interest and principal. BNDES entry into the direct financing is subject to the performance of conditions precedent. The operation will be complete when the contracts are signed. OSX Agreement Pursuant to the judicial reorganization plan of OSX Construção Naval S.A. Under judicial reorganization ( OSX CN ), approved at the General Creditors' Meeting held 12/17/2014, on July 31, 2015 OSX CN and Porto do Açu Operações S.A. ( Porto do Açu ), a wholly-owned subsidiary of the Company, signed a Management Contract, intervened in by Caixa Econômica Federal, by which Açu Port will manage the commercial exploration of the area occupied by OSX CN at the Açu port complex, with the exclusive rights to seek new investors wishing to install ventures related to the shipbuilding industry. The monthly payments deriving from the rental of this area will be used so that OSX CN will resume paying the original monthly rental in its contract with Açu Port. It will also be used to repay debts to creditors, including Açu Port's debt incurred on obligations not performed consisting of rental and sharing of investments in infrastructure undertaken to build T2. The rules for paying the credits were approved in the judicial reorganization plan as disclosed by OSX to the market. 6

7 Contract with Oiltanking Prumo has signed a contract with Oiltanking GMBH ( Oiltanking ), a company controlled by Maquard & Bahls, for the acquisition of 20% of the Oil Terminal of Açu Port for the amount of USD 200 million, by way of a capital increase of Açu Petróleo. The contract also includes management by Oiltanking of the Terminal's operations. The Açu Port Oil Terminal is licensed to handle up to 1.2 million barrels of oil a day, with the capacity to receive VLCCs (very large crude carriers). The ship-to-ship operation will transfer oil from specialized tankers to conventional vessels, thereby reducing export freight by up to 60%. The operation will be performed in an area sheltered and surrounded by containment booms, which makes the operation safe and enabling it to take place all year round. This safeguard is necessary in pre-salt operations in Brazil due to the difficulty of deep-water operations which require more sophisticated technology with ships with dynamic positioning or DPSTs. Oiltanking is a subsidiary of Marquard & Bahls, a family company based in Hamburg, which operates in energy supply, trading and logistics. Oiltanking is the second largest independent company in the oil derivative, chemical product and gas storage sector. Oiltanking has a storage capacity of 19.4 million m³ (122 million barrels). Oiltanking has been operating in Brazil since 2008, by way of its subsidiary Oiltanking Terminais, providing services to the fuel distribution sector and offering storage services for other liquids at its terminal in Vitoria, Espirito Santo state. Construction Works follow-up Terminal 1 (T1) / Iron Ore Project T1 consists of an iron ore terminal with 2 berths and the capacity to handle more than 26 million tons, a 3-km access bridge, a tugboat pier, a breakwater which can also be used as an oil shipment terminal licensed to handle up to 1.2 million bbl/day, an approach canal and turning basin. The take or pay agreement to provide iron ore handling services between Anglo American and Ferroport (formerly LLX Minas-Rio) started on July 01, 2014 and the first operation occurred in October More than 30 iron ore operations have already taken place at Terminal 1. 7

8 Photos of T1 Breakwater and iron ore loading pier Terminal 2 (T2) The last concrete block was laid in Terminal 2 at the start of June. The breakwater has a total of 42 blocks, with 26 in the south end and 16 in the north end. Construction was also completed in June of the riprap along the north and south banks of the T2 approach canal. This structure uses two categories of stones (5 to 40 kg and 300 to 1000 kg) and prevents corrosion caused by changes in time and waves on the canal's internal banks. A total of approximately 300,000 tons of stone was used in the riprap's construction. The method chosen to build this rip-rap uses state-of-the-art technology and equipment. The Almirante Moraes Rêgo Nautical Signaling Centre (CAMR), an agency subordinated to the Brazilian Navy, approved the project for implementing the VTS (vessel traffic service) at Açu Port. This approval makes Açu the first Brazilian port to have such infrastructure, guaranteeing international visibility for the entire maritime community. Between the nine operators to be certificated, four area already qualified The official ratification by the Brazilian Navy and IALA (International Association of Lighthouse Authorities) will occur until the end of

9 T-MULT receives first bauxite shipment T-MULT has received its first bauxite shipment. The shipment was made under the contract between Prumo and Votorantim Metais, entailing the handling of approximately 300,000 tons a year of bauxite and coke. The first bauxite shipment is scheduled for early August. The two initial operations will be conducted by handymax vessels, with a capacity of 30,000 tons. The operations will subsequently be handled by Panamax vessels, with a capacity of 60,000 tons. Now operating with bauxite and coke, T-MULT is also expected to handle other products, such as coal, clinker, fertilizers and ornamental stones, in addition to containers. T2 138-KV substation goes live The 138kV transmission line was energized in July, which connects Ferroport's transmission line to Prumo's main substation, located in T2. This will further guarantee better quality energy distribution for our clients. The substation is in the final process of commissioning and access to the area is restricted to authorized personnel. Photos of T2 Overview of Terminal 2 9

10 T-MULT progress (storage yard) Client Area: Technip, NOV and Intermoor 10

11 Edison Chouest quay under construction Bauxite operation at T-Mult T 11

12 Consolidated Simplified Analysis of the Income Statement (R$ k) Consolidated IFRS (R$ k) IS 2Q15 2Q14 Change Net Operating Revenue 88,162 19, Cost of Sales (20,586) - (20.586) Gross Profit 67,576 19, General and Administrative Expenses (47,130) (30,232) (16.898) Sales Expenses - (8,940) Other operating income (expenses) 5,550 (6,526) Financial Income/Loss (67,491) 27,109 (94.600) Equity in income of subsidiaries 93 (249) 342 Net income before income and social contribution taxes (41,402) 621 (42.023) Net income (Loss) for the year (23,558) 2,161 (25.719) The consolidated net revenue was R$ 88.2 million in the second quarter of The increase in the period over 2Q14 is primarily due to the new contracts signed in the course of 2014 and early 2015 and the start-up of Ferroport's operations in October The revenue from the take or pay agreement with Anglo has been consolidated proportionately. The net revenue for the take-or-pay agreement amounted to R$ 63 million in the quarter (50% of the revenue recognized at Ferroport). The initiation of iron-ore operations resulted in the inclusion of costs in the profit or loss statement in the quarter, amounting to R$ 20.6 million. The main consolidated costs have been described below: - Payroll charges of R$ 6.6 million - Depreciation and amortization of R$ 4.7 million - Electricity of R$ 3.3 million - Outsourced services of R$ 2.4 million - Iron ore handling of 1.0 million 12

13 - R$ 2.4 million on consumption materials, rent and leasing, insurance and other expenses. The administrative expenses were R$ 47.1 million, some R$ 17 million more than in the same period the previous year. The main increase over 2Q14 occurred in depreciation and amortization, due to the operational start-up and depreciation of assets previously capitalized. The expenses in 2Q15 break down as follows: - Personnel expenses of R$ 19.5 million - Depreciation and amortization of R$ 12.2 million. - Outsourced services of R$ 9.9 million - Leasing and rental of R$ 2.0 million. - Travel and accommodation of R$ 0.9 thousand - Taxes of R$ 0.2 thousand - Other insurance of R$ 0.2 thousand - Other expenses of R$ 2.2 million. Other operating revenue amounted to R$ 5.5 million and primarily denotes the sale of surplus electricity by Ferroport to the electricity trading chamber and the reversal of contractual fines with clients. Following operational start-up in the last quarter of 2014 the Company now has a positive EBITDA. In the first quarter we began tracking the Company's consolidated EBITDA as per the table below: In 2Q15 Prumo posted an EBITDA of R$ 43.0 million, primarily due to higher revenue under the take-or-pay contract with Anglo in the last quarter and higher rental revenue from our clients for land. Finance income was impacted by operational start-up, as part of the financial expenses stopped being capitalized and are now expensed in profit and loss. The 13

14 consolidated net financial income in 2Q15 was a negative R$ 67.5 million. Financial expenses amounted to R$ 92.0 million, primarily consisting of interest, brokerage and monetary variance. Financial revenue was R$ 24.5 million, consisting primarily of loan interest, yields on short-term investments and interest earnings. The net loss in 2Q15 was R$ 23.5 million. Simplified Analysis of the Balance Sheet (R$ k) Balance sheet (R$ thousand) 2Q15 1Q15 Change Current Assets 292, ,441 ( ) Noncurrent Assets 6,615,941 6,343, Total Assets 6,908,109 6,850, Current Liabilities 1,388,974 1,299, Noncurrent Liabilities 2,820,536 2,830,066 (9.530) Shareholders' equity 2,698,599 2,720,712 (22.113) Total Liabilities and equity 6,908,109 6,850, The company's debt in the second quarter of 2015 was R$ 3.3 billion including interest and monetary restatement. Following the refinancing of debt with the banks Bradesco, Santander, and BNDES, the financial debt classified as short-term has been lengthened to long-term in its entirety. The Company's statement of financial position in the next quarter should therefore reflect this operation. Consolidated property, plant and equipment rose from R$ 4.3 billion in 1Q15 to R$ 4.5 billion in 2Q15, and this amount is associated with the advance in the construction of infrastructure necessary for Açu Port to come into operation. 14

15 CAPEX FERROPORT In 2Q15 the Capex realized at the iron ore terminal was R$ million. With the first iron ore shipment made in October 2014, Ferroport entered into an operational phase, meaning interest capitalization ceased to occur on this date. Approximately R$ 8 billion was invested from 2007 to 2Q15, including capitalized interest. If capitalized interest is excluded, the venture's CAPEX from 2007 to 2Q15 was R$ 3.2 billion. The total invested in 2Q15 of R$ million and the additions were allocated as follows: R$ million was appropriated to Ferroport R$ 17.2 million was appropriated to Porto do Açu Operações S.A. in the construction of the Terminal 1 breakwater; R$ 3.8 million was appropriated to Anglo American In 2015 R$ 51.9 million was used in the construction of the breakwater, as per the agreement with the company FCC Construccion. A further R$ 66.6 million was invested in dredging and advances and R$ 21.0 million invested in several sectors. CAPEX AÇU Açu Port commenced its activities at terminals 1 and 2 in the last quarter of The Company Porto do Açu Operações S.A. began its activities in 2011 by leasing out its landside yard and began operating the canal at terminal 2 in November The corresponding assets were accordingly reclassified to property, plant and equipment in use, and depreciation thereof commenced. Açu Port will continue capitalizing a number of loans, as there are works in progress. In 2Q15 the Capex realized at Porto do Açu Operações S.A. was R$ million, including capitalized interest of R$ 21.6 million. Approximately R$ 6.1 billion was invested from 2007 to 2Q15, including capitalized interest. Not including the interest capitalized in this quarter, the CAPEX was R$ million and the Venture's total CAPEX is R$ 5.3 billion from 2007 through 2Q15. The amount of R$ million consists of the R$ million change in the property, plant and equipment of Porto do Açu Operações S.A. and the change in investment property of R$ 23.9 million. The discrepancy of R$ 16.1 million is explained by depreciation and amortization of certain assets due to the entry into operation of certain segments of Açu Port. The main activities related to the investments made in the year are described below. 15

16 Around R$ 80.3 million was spent in 2Q15 on the construction of the T2 canal: R$ 29.7 million in the breakwater R$ 4.8 million on dredging the canal. R$ 45.8 million in T-MULT and other R$ 17.2 million was invested in 2Q15 in the construction of the T1 breakwater, as described in the item above in CAPEX FERROPORT. R$ 62.9 million was invested in the development and construction of other infrastructure works, as follows: R$ 21.4 million on implementation of the 345 kv Transmission Line connecting the Port to the National Interconnected Grid R$ 12.0 million on road surfacing and maintenance R$ 9.6 million on operational control expenses and other expenses. R$ 8.1 million on land management R$ 6.1 million on capitalized administrative expenses, including personnel and security services, R$ 4.6 million on engineering projects and works management; R$ 1.1 million on sustainability The Capex estimated for 2015 is R$ 1 billion. 16

17 Social and Environmental Responsibility Prumo believes that it plays a strategic, transforming social role in the areas where it operates and, for this reason, conducts its projects in a sustainable manner, with respect for people and for the environment. The company is implementing and disseminating CSR concepts, practices and procedures. In the second quarter of this year, Prumo carried out a number of social and environmental initiatives in the region of São João da Barra, where Açu Port is located. In April the company prepared a series of initiatives to commemorate World Health Day on the 7th. The initiatives provide information about healthy living and encourage people to exercise. The first class of the port operator course held their graduation ceremony in April, consisting of 76 students, which trained workers in São João da Barra for the job market. The course was administered by Prumo in partnership with the municipal government of São João da Barra and Instituto de Capacitação Técnica Profissional (Incatep). 33 of the graduates have been hired by Prumo and are working at the Multicargo Terminal T-MULT. A further 53 students graduated in the second class of the course at the end of June, and are waiting for employment. In May, a group of representatives from the fishing community visited Açu Port to discuss marine safety in the venture's surroundings. The visit was attended by the chairman of the Fishermen's Colonies, representatives of the Navy and the fishing departments of Campos, São João da Barra and São Francisco de Itabapoana. The legalization of vessels and regularization of the navigation flow with some of the matters addressed. Another headline in the quarter was the commemoration of World Environment Day on June 5. This entailed lectures, plays, debates and plantation of saplings to raise worker awareness about the importance of preserving natural resources. Environmental specialist Samy Hotimsky spoke about the importance of organizational culture to achieve effective environmental management. In addition, workers from the Industrial Complex of Açu Port visited RPPN Fazenda Caruara, the largest private restinga reserve in Brazil, and the saplings nursery in the port, both created by Prumo. At the site they learned about the restinga ecosystem and how they can help preserve it. 17

18 Capital Market and Corporate Governance Prumo's shares are listed on the New Market, the most rigorous level of corporate governance practices on the São Paulo Stock Exchange (Bovespa), reinforcing the importance of the capital market to the Company. In the second quarter of 2015 Prumo s stock enjoyed an average daily trading volume of R$ million and 1241 transactions per day. As of June 30, 2015 Prumo had 2,777,474,711 shares. Prumo has a Board of Directors with 5 members, 2 of whom are independent. The Board meets quarterly, and extraordinarily whenever necessary. Prumo's Corporate Governance structure also includes an Audit Committee that advises the Board of Directors on activities related to the monitoring of the accounting practices used to prepare the Company and its subsidiaries financial statements and on the appointment and evaluation of independent auditors. The committee answers to the Company s Board of Directors and is independent from the Executive Board. 18

19 In thousands of reais Income Statement Consolidated IFRS 2Q15 2Q14 Net revenue from sales and services 88,162 19,459 Cost of sales (20,586) - Gross profit 67,576 19,459 Operating income (expenses) (41,580) (45,698) Selling expenses - (8,940) Administrative expenses (47,130) (30,232) Other revenue 5,601 12,190 Other expenses (51) (18,716) Income (loss) before financial income (expenses), equity pickup and taxes 25,996 (26,239) Financial income (expenses) (67,491) 27,109 Finance income 24,477 27,890 Finance expenses (91,968) (781) Equity in income (loss) of subsidiaries 93 (249) Income (loss) before taxes (41,402) 621 Current income and social contribution taxes (2,275) (5,496) Deferred income and social contribution taxes 20,119 7,036 Net income (Loss) for the period from continuing operations Net income (loss) for the period (23,558) 2,161 19

20 PRUMO Logística S.A. Balance Sheet (in thousands of reais) Consolidated Assets 2Q15 1Q15 Current Assets 292, ,441 Cash and cash equivalents 149, ,439 Trade receivables 63,896 56,989 Prepaid expenses 2,806 2,765 Recoverable taxes 22,086 15,507 Other advances 5,638 1,597 Escrow account 3,581 4,753 Related parties Inventories 7,899 7,460 Receivables with third parties 33,594 3,405 Other 2,764 6,708 Noncurrent Assets 6,615,941 6,343,860 Deferred taxes 232, ,257 Recoverable taxes 53,613 - Transactions with related parties - 53,205 Third-party assets in our possession 105, ,051 Judicial deposits 34,334 33,611 Refundable deposits 82,119 80,200 Receivable with third parties 1,034,058 1,024,515 Investments 496, ,620 Property, plant and equipment 4,518,451 4,318,034 Intangible assets 59,160 59,367 Total Assets 6,908,109 6,850,301 20

21 PRUMO Logística S.A. Balance Sheet (in thousands of reais) Consolidated 2Q15 1Q15 Current Liabilities 1, ,299,523 Suppliers 194, ,000 Loans, financing and debentures 1,117,135 1,036,408 Obligations with third parties 31,789 1,472 Taxes payable 8,201 7,119 Income and social contribution taxes payable 8,132 5,860 Salaries and charges payable 23,271 34,279 Other 6,229 12,385 Noncurrent Liabilities 2,820, Loans, financing and debentures 2,223,390 2,219,253 Taxes payable 56,809 53,004 Income and social contribution taxes payable 14,278 14,032 Provision for contingencies 2,410 2,475 Obligations with third parties 509, ,430 Others 14,296 14,872 Equity 2,698,599 2,720,712 Capital 2,574,612 2,574,612 Capital reserves 480, ,320 Equity adjustment Accumulated losses (356,804) (334,301) Total Liabilities and equity 6,908,109 6,850,301 21

22 Information about the Conference Call Thursday, August 13 at 10:30 AM (Brasília time); 9:30 AM (US-ET). Telephone number for participants: Dial-in with connections in Brazil: Dial-in with connections in Brazil: Toll-free with connections in the US: Dial-in with connections in the US: Password for participants: Prumo Data for access to the presentation: (English) (Portuguese) Participants should connect 10 minutes before the conference call starts. Investor Relations Contacts: Eugenio Leite de Figueiredo - CFO and Investor Relations Officer Luiz Felipe Jansen de Mello - Investor Relations Manager Flávia Tavares - Investor Relations Analyst Luciane Teixeira - Investor Relations Analyst ri@prumologistica.com.br / Press: Bárbara Bortolin - barbara.bortolin@prumologistica.com.br /

23 KPMG Auditores Independentes Av. Almirante Barroso, 52-4º Rio de Janeiro, RJ - Brasil Caixa Postal Rio de Janeiro, RJ - Brasil Central Tel 55 (21) Fax 55 (21) Internet Review report on Quarterly Information (A free translation of the original report in Portuguese, as filed with the Brazilian Securities and Exchange Commission (CVM), prepared in accordance with the accounting practices adopted in Brazil, rules of the CVM and the International Financial Reporting Standards - IFRS) To The Board of Directors Prumo Logística S.A. Rio de Janeiro - RJ Introduction We have reviewed the individual and consolidated interim financial information of Prumo Logística S.A. ( Company ), contained in the quarterly information form - ITR for the quarter ended June 30, 2015, which comprises the balance sheet as of June 30, 2015 and the respective statements of operations and comprehensive income for the three and six-month periods ended at that date and of changes in shareholders equity and cash flows for the six-month period then ended, including the explanatory notes. Management is responsible for the preparation of the individual interim financial information in accordance with standard CPC 21(R1) - Demonstração Intermediária, and the consolidated interim financial information in accordance with CPC 21(R1) and the international accounting rule IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of quarterly information - ITR. Our responsibility is to express our conclusion on this interim accounting information based on our review. Scope of the review We conducted our review in accordance with Brazilian and International Interim Information Review Standards (NBC TR Revisão de Informações Intermediárias Executada pelo Auditor da Entidade and ISRE Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries primarily of the management responsible for financial and accounting matters and applying analytical procedures and other review procedures. The scope of a review is significantly less than an audit conducted in accordance with auditing standards and, accordingly, it did not enable us to obtain assurance that we were aware of all the significant matters that could have been identified in an audit. Therefore, we do not express an audit opinion. 23 KPMG Auditores Independentes, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative ( KPMG International ), uma entidade suíça. KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity.

24 Conclusion on the individual interim financial information Based on our review, we are not aware of any fact that might lead us to believe that the individual interim financial information included in the aforementioned quarterly information were not prepared, in all material respects, in accordance with CPC 21(R1) applicable to the preparation of the quarterly review - ITR, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission. Conclusion on the consolidated interim financial information Based on our review, we are not aware of any fact that might lead us to believe that the consolidated interim financial information included in the aforementioned quarterly information were not prepared, in all material respects, in accordance with CPC 21(R1) and IAS34, applicable to the preparation of the quarterly review - ITR, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission. Emphasis Going concern Without qualifying our conclusion we draw attention to explanatory note 1 to the individual and consolidated quarterly information, which indicates the Company incurred consolidated losses in the amount of R$ 56,521 thousand in the period ended June 30, 2015 and at that date the consolidated current liabilities exceeded the consolidated current assets by R$ 1,096,806 thousand. This note also states that a substantial part of operation from the Company, its subsidiaries and subsidiaries controlled jointly ("joint ventures" and "joint operations") started up in the fourth quarter of 2014, and the conclusion of the work in progress to implement the business plans will rely on the financial support of its shareholders and/or third party until the Company, its subsidiaries and subsidiaries controlled jointly generate sufficient cash to maintain its activities. Such conditions indicate the existence of significant uncertainty that could raise relevant doubt as to the Company's ability to continue as a going concern. No adjustments arising from these uncertainties have been included in this interim financial information. This interim individual and consolidated quarterly information has been prepared on the assumption that the operations will continue as a going concern. Management s plans in regards to these operational activities are described in explanatory note 1. Other matters Statements of added value We also reviewed the individual and consolidated interim Statements of added value (DVA) for the six-month period ended June 30, 2015, prepared under Management responsibility, for which presentation is required in the interim information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of quarterly information - ITR, and considered as supplementary information by IFRS, which does not require the presentation of the statements of added value. These statements were submitted to the same review procedures described previously and, based on our review, we are not aware of any fact that might lead us to believe that they were not prepared, in all material respects, in accordance with the individual and consolidated interim accounting information, taken as a whole. 24

25 Comparative balances The comparative balances related to the individual and consolidated balance sheets for the year ended December 31, 2014, were audited by other independent auditors, who issued, an unqualified audit opinion dated March 12, 2015 and the statements of operations and comprehensive income for the three and six-month periods ended on June 30, 2014 and changes in shareholders equity and cash flows for the six-month period ended at that date, were reviewed by other independent auditors, who issued, an unqualified review conclusion dated August 13, Rio de Janeiro, August 12, 2015 KPMG Auditores Independentes CRC SP /O-6 F-RJ Original in Portuguese signed by Luis Claudio França de Araújo Accountant CRC RJ /O-4 25

26 Balance Sheets June 30, 2015 and December 31, 2014 (In thousands of reais) Parent Company Consolidated Note 6/30/ /31/2014 6/30/ /31/2014 Assets Current Cash and cash equivalents 5 93, , , ,737 Trade receivables ,896 45,487 Inventories - - 7,899 6,501 Prepaid expenses ,806 4,405 Recoverable taxes 7 13,644 11,002 22,086 22,447 Other advances ,638 2,009 Escrow account - - 3,581 2,773 Related parties 16 63,166 2, Receivables with third parties ,594 1,427 Other 1,173 1,176 2,764 6,708 Total current assets 172, , , ,494 Noncurrent Deferred taxes , ,131 Judicial deposits 26-34,334 32,959 Refundable deposits ,119 76,987 Recoverable taxes 53,613-53,613 - Transactions with related parties , ,809-48,973 Third-party assets in our possession , ,051 Receivables with third parties ,034, ,078 Investments Equity Interests 12 1,728,196 1,603,022 27,504 12,650 Investment properties , ,374 Property, plant and equipment 14 3,259 3,134 4,518,451 4,105,512 Intangible assets 15 5,996 5,262 59,160 58,310 Total noncurrent assets 2,588,721 2,437,227 6,615,941 6,053,025 Total assets 2,761,499 2,823, ,791,519 The accompanying notes are an integral part of the quarterly interim financial information. 26

27 Balance Sheets - Continued June 30, 2015 and December 31, 2014 (In thousands of reais) Parent Company Consolidated Note 6/30/ /31/2014 6/30/ /31/2014 Liabilities and equity Current Suppliers 3,149 2, , ,792 Loans, financing and debentures ,117, ,182 Transactions with related parties Obligations with third parties , Taxes payable ,230 8,201 7,478 Income and social contribution taxes payable 19 8,008 9,523 8,132 10,292 Salaries and charges payable 11,719 15,971 23,271 28,265 Others - - 6,229 12,637 Total current liabilities 23,704 29,780 1,388,974 1,280,578 Noncurrent liabilities Loans, financing and debentures ,223,390 2,181,156 Taxes payable ,809 48,981 Income and social contribution taxes payable ,278 13,802 Provision for contingencies ,410 2,212 Obligations with third parties , ,752 Others ,296 14,807 Total noncurrent liabilities 1,564 1,867 2,820,536 2,758,710 Equity 21 Capital 2,574,612 2,574,612 2,574,612 2,574,612 Capital reserves 480, , , ,934 Equity adjustment Accumulated losses (319,172) (262,651) (356,804) (302,394) Total equity 2,736,231 2,791,974 2,698,599 2,752,231 Total liabilities and equity 2,761,499 2,823,621 6,908,109 6,791,519 The accompanying notes are an integral part of the quarterly interim financial information. 27

28 Statements of operations Three and six-month periods ended June, 30, 2015 and June 30,2014, (In Thousands of reais, except for loss per share, stated in reais) Note Parent Company Three month periods ended Six month periods ended 4/01/2015 to 4/01/2014 to 1/01/2015 to 1/01/2014 to 6/30/2015 6/30/2014 6/30/2015 6/30/2014 Operating income (expenses) Administrative expenses 26 (22,097) (17,621) (40,880) (37,985) Other revenues 27 2,011 5,612 2,295 6,449 Other expenses 27 (131) (20) (131) (6,275) Income (loss) before financial income (expenses), equity pickup and taxes (20,217) (12,029) (38,716) (37,811) Financial income (expenses) 28 Financial income 36,286 25,011 73,919 57,999 Financial expenses (176) (153) (314) (561) 36,110 24,858 73,605 57,438 Equity in income (loss) of subsidiaries (37,181) (8,166) (83,402) (25,121) Loss before taxes (27,225) (10,157) (50,805) (18,903) Current income and social contribution taxes 19 (2,270) (1,712) (8,008) (4,695) Ìncome (Loss) for the period (23,558) 2,951 (56,521) (10,189) Earnings (Loss) per share Basic and diluted earnings (loss) per common share (in R$) 22 ( ) ( ) ( ) The accompanying notes are an integral part of the quarterly interim financial information. 28

29 Statements of operations - Continued Three and six-month periods ended June, 30, 2015 and June 30,2014, (In Thousands of reais, except for earnings per share, stated in reais) Note Consolidated Three month periods ended Six month periods ended 4/01/2015 to 4/01/2014 to 1/01/2015 to 1/01/2014 to 6/30/2015 6/30/2014 6/30/2015 6/30/2014 Net revenue from sales and services 23 88,162 19, ,533 36,741 Cost of sales 24 (20,586) - (39,807) - Gross profit 67,576 19, ,726 36,741 Operating income (expenses) Selling expenses 25 - (8,940) - (22,606) Administrative expenses 26 (47,130) (30,232) (89,411) (58,474) Other revenues 27 5,601 12,190 11,437 14,649 Other expenses 27 (51) (18,716) (1,032) (31,169) Income (loss) before financial income (expenses), equity pickup and taxes 25,996 (26,239) 44,720 (60,859) Financial income (expenses) 28 Financial income 24,477 27,890 56,401 63,589 Financial expenses (91,968) (781) (193,296) (20,847) (67,491) 27,109 (136,895) 42,742 Equity in income (loss) of subsidiaries (249) (32) (165) Income (Loss) before taxes (41,402) 621 (92,207) (18,282) Current income and social contribution taxes 19 (2,275) (5,496) (8,103) (9,468) Deferred income and social contribution taxes 19 20,119 7,036 43,789 16,771 Net income (Loss) for the period from continuing operations (23,558) 2,161 (56,521) (10,979) Income (loss) attributable to: Controlling shareholders (23,558) 2,951 (56,521) (10,189) Noncontrolling shareholders - (790) - (790) Net income (Loss) for the period (23,558) 2,161 (56,521) (10,979) Earnings (loss) per share Basic and diluted earnings (loss) per common share (in R$ 22 ( ) ( ) ( ) The accompanying notes are an integral part of the quarterly interim financial information. 29

30 Statements of comprehensive income (loss) Three and six-month periods ended June, 30, 2015 and June 30, 2014, (In Thousands of reais, unless stated otherwise) Parent Company Three month periods ended Six month periods ended 4/01/2015 to 6/30/2015 4/01/2014 to 6/30/2014 1/01/2015 to 6/30/2015 1/01/2014 to 6/30/2014 Income (Loss) for the period (23,558) 2,951 (56,521) (10,189) Other comprehensive income (loss) Total comprehensive income (loss) for the period (23,558) 2,951 (56,521) (10,189) Consolidated Three month periods ended Six month periods ended 4/01/2015 to 6/30/2015 4/01/2014 to 6/30/2014 1/01/2015 to 6/30/2015 1/01/2014 to 6/30/2014 Income (Loss) for the period (23,558) 2,161 (56,521) (10,979) Other comprehensive income (loss) Total comprehensive income (loss) for the period (23,588) 2,161 (56,521) (10,979) Comprehensive income (loss) attributable to: Controlling shareholders (23,588) 2,951 (56,521) (10,189) Noncontrolling shareholders - (790) - (790) The accompanying notes are an integral part of the quarterly interim financial information. 30

31 Statements of changes in in shareholders equity (Parent and Consolidated) Six-month periods ended June, 30, 2015 and December 31, 2014 (In thousands of reais) Paid-in capital Capital Reserves Goodwill in the Stock options issue of shares awarded Share issue costs Capital reserves - Ferroport Equity adjustment Accumulated losses Equity - Parent Company Deferred charges adjustment - Law 11638/07 Total equity Balance at January 01, ,924, ,761 56,954 (31,617) 66, (218,278) 2,125,917 (40,174) 2,085,743 Profit for the period (10,189) (10,189) - (10,189) Recognized stock options - - 1, ,155-1,155 Capital realization - Ferroport , ,294-47,294 Transfer of equity interest , , ,525 Balance at June 30, ,924, ,761 58,109 (31,617) 125, (228,467) 2,175,659 (40,131) 2,135,528 Loss for the exerciseperiod (34,184) (34,184) - (34,184) Capital increase 650, , ,000 Expenses with issuance of shares (227) (227) - (227) Recognized stock options Amortization of deferred assets Balance at December 31, ,574, ,761 58,835 (31,844) 125, (262,651) 2,791,974 (39,743) 2,752,231 Loss for the period (56,521) (56,521) - (56,521) Recognized stock options Amortization of deferred assets ,111 2,111 Transfer of equity investment Balance at June 30, ,574, ,761 59,612 (31,844) 125, (319,172) 2,736,231 (37,632) 2,698,599 The accompanying notes are an integral part of the quarterly interim financial information. 31

32 Statements of cash flows Six-month periods ended June, 30, 2015 and June, 30, 2014 (In thousands of reais) Parent Company 1/01/2015 to 6/30/2015 1/01/2014 to 6/30/2014 1/01/2015 to 6/30/2015 Consolidated 1/01/2014 to 6/30/2014 Cash flows from operating activities Loss before taxes (48,513) (5,494) (92,207) (18,282) Expenses (income) not affecting cash Depreciation and amortization ,008 3,406 Write-off of property, plant and equipment 130 6, ,957 Equity in income of subsidiaries 83,402 25, Monetary variance and Interest (59,409) (94) 128,569 14,973 Allowance for possible loan losses (22,606) Provision for (reversal of) bonuses (6,735) 4,907 (9,834) 5,429 Expenses with stock options 708 1, ,155 Mark-up ,395 Gain due to change in percentuage interest in subsidiaries (29,659) 32,158 63, (Increase) decrease in assets and increase (decrease) in liabilities: Trade receivables - - (18,409) (6,937) Inventories - - (1,398) - Refundable deposits - - (1,212) 275 Escrow account - - (710) (3,254) Escrow deposits (23) - (23) (3,626) Taxes recoverable (7,928) (4,666) (12,652) (6,773) Deferred taxes (46,662) Prepaid expenses (53) 156 1,599 (2,802) Sundry advances (305) (130) (3,629) (2,218) Third-party assets held by the Company (5,044) Third-party receivables - - (59,444) - Others receivables - (2,055) 3,944 (2,102) Suppliers 714 (24,201) (46,577) 51,717 Related party (31,430) (138,905) (9,786) (119,147) Taxes payable (1,257) ,731 5,477 Salaries and charges payable 2,483 (9,527) 4,840 (16,723) Liabilities with third parties ,789 9,019 Provision for contingences (34) (767) Clients advances ,192 Other liabilities - - (6,510) 11,061 Net cash used in operating activities (67,492) (146,543) (53,829) (119,556) Cash flow from investing activities Acquisition of property, plant and equipment (467) (1,927) (402,274) (689,120) Capital increase - (498,600) (15,295) - Advance for future capital increase (208,505) (177,000) - - Dividend Intangible assets (1,280) (163) (2,959) (941) Capital reserve - Ferroport ,776 Investment Property - - (26,303) (25,074) Loans extended (65,312) Net cash used in investing activities (210,252) (677,682) (446,831) (721,663) Cash flow from financing activities Interest paid - - (42,526) (89,370) Advances for acquisition of properties ,939 Transaction cost - - (4,523) (60,435) Loans obtained ,000 1,112,866 Loans settled (812,866) Net cash used in financing activities - - 2, ,134 Decrease in cash and cash equivalents (277,744) (824,225) (497,709) (618,085) At beginning of period 371, , , ,384 At end of period 93,650 89, , ,299 Decrease in cash and cash equivalents (277,744) (824,225) (497,709) (618,085) The accompanying notes are an integral part of the quarterly interim financial information. 32

33 Statements of added value Six-month periods ended June, 30, 2015 and June, 30, 2014 (In Thousands of reais, unless stated otherwise) 1/01/2015 to 6/30/2015 Parent Company 1/01/2014 to 6/30/2014 1/01/2015 to 6/30/2015 Consolidated 1/01/2014 to 6/30/2014 Revenues Sales of goods, products and services ,295 36,741 Other revenues ,822 8,120 Revenue from construction of own assets , ,919 Allowance for doubtful accounts (22,606) , ,174 Inputs acquired from third parties (including ICMS and IPI) Costs of goods, products and services - - (30,545) - Materials, energy, third-party services and other expenses (8,187) (3,307) (449,640) (599,754) Loss/recovery of assets (131) (6,255) (131) (6,255) Others (3) (228) (28) (408) (8,321) (9,790) (480,344) (606,417) Gross value added (7,506) (9,509) 142,439 (243) Depreciation, amortization and depletion (758) (313) (36,008) (3,406) Net added value produced by the Company (8,264) (9,822) 106,431 (3,649) Added value received in transfer Equity income subsidiaries (83,402) (25,121) (32) (165) Financial income 73,919 57,996 56,401 65,261 Deferred income tax ,789 16,771 (9,483) 32, ,158 81,867 Total added value to be distributed (17,747) 23, ,589 78,218 Distribution of added value Employees Direct compensation 10,269 10,157 14,275 11,565 Benefits 12,043 11,239 15,962 12,088 Unemployment Compensation Fund (FGTS) ,339 1,054 23,212 22,305 31,576 24,707 Taxes Federal 12,283 8,258 31,472 18,654 State Municipal - - 2,904-12,283 8,258 34,466 18,777 Debt remuneration Interest ,180 43,153 Rent 2,965 2,202 3,888 2,560 3,279 2, ,068 45,713 Equity remuneration Loss for the period (56,521) (10,189) (56,521) (10,189) Noncontrolling interests in retained earnings (790) (56,521) (10,189) (56,521) (10,979) (17,747) 23, ,589 78,218 The accompanying notes are an integral part of the quarterly interim financial information. 33

34 Notes to the individual and consolidated quarterly information 1. Reporting entity Prumo Logística S.A. ( Prumo or Company ) located at the address Rua do Russel, 804, 5º andar, Glória, Rio de Janeiro, was incorporated on March 1, 2007 to develop integrated logistics and infrastructure ventures, mainly in the port sector. These operations mainly consist of storing, transporting and shipping iron ore, general third-party cargo, solid bulk (ore, agricultural and processed) and liquid bulk and leasing out its landside yard. The Company carries out its operations via its subsidiary Porto do Açu Operações S.A. ( Porto do Açu ) and its joint subsidiary ( joint operation ), Ferroport Logística Comercial Exportadora S.A. ( Ferroport ), formely known as LLX Minas-Rio Logística Comercial Exportadora S.A.. Ferroport and Porto do Açu commenced shipping activities at terminals 1 and 2 in the last quarter of Porto do Açu had already begun leasing out its landside yard in 2011 and also began port operations in the channel of terminal T2 in November Ferroport came into operation in October 2014, when it loaded the first iron ore shipment at T1. For the 2nd consecutive quarter, the Company has presented positive consolidated cash generation of R$80,697. Impairment analysis Prumo's shares closed the period ended June 30, 2015 at R$0.79, which is lower than the Company's consolidated equity value at that date of R$0.97 per share. The Company conducts an asset impairment analysis quarterly. Management concluded there is no need for any provision for losses as of, June 30, 2015, as described in Note 14 - Property, Plant and Equipment. 34

35 1. Reporting entity --Continued As of June 30, 2015 the Company presented a consolidated net working capital deficiency. The short-term financial strategies are as follows: Negotiations with BNDES, Bradesco and Santander to lengthen the Company's debt profile; Renegotiation and revalidation with BNDES of the letter of qualification dated September 19, 2013 for project finance in the long term, in an amount worth approximately R$2.8 billion, compatible with the nature of the Company's investment. R$2.268 billion of this amount has been released and used by the Company, and Management is also developing other means of obtaining funds to conclude its works in progress and implement its business plan. Porto do Açu Strategically located in the municipality of São João da Barra, in northern Rio de Janeiro state and occupying an area of 90 km², Porto do Açu is located approximately 150 km from Campos Basin. It is a private, mixed-use Port for the port industry, with a depth ranging from 10 to 19 meters, which may be increased up to 24 meters in a second phase. Açu Port has an offshore terminal (T1) and an onshore terminal (T2), which jointly have a 17-km pier, and the capacity for large size vessels (Cape Size and VLCC). This port complex is shared by two companies, Ferroport and Porto do Açu.: Ferroport has a 300 hectare area to process, handle and store iron ore and is the co-owner of an offshore structure (T1) consisting of an access pier, approach channel, breakwater and up to two berths for loading iron ore. Ferroport began exporting on October 25, 2014 with a shipment of 80 thousand tons of iron ore, it had shipped by the end of the first quarter of 2015, the total 2,638 thousand tons of iron ore. Ferroport is a joint operation between the Company and Anglo American Participações Minério de Ferro Ltda. ( Anglo American ). 35

36 1. Reporting entity --Continued Ferrorport is party of an Asset Allocation Agreement with Anglo American and Porto do Açu, which states that the company is responsible for the construction of the T1 terminal, including the condominium assets, and establishes the details about the asset allocation among the parties, means of payment, transfer of divisible assets and percentage ownership of the indivisible assets. These assets are transferred at cost plus a mark-up established in the agreement. On May 19, 2015, Prumo signed a contract with the real estate developer Inter Rio Incorporadora Ltda. ( Inter Rio ) to build a hotel at the Industrial Complex of Açu Port. The venture will occupy an area of 10,649 m² and have 200 rooms on 10 floors, located between Terminals 1 and 2 of Açu Port. Inter Rio expects to invest around R$30 million on building the hotel, the brand of which will be determined in the coming months. Under this contract, Prumo will own 22 rooms of this hotel. On June 03, 2015, Porto do Açu signed a contract with BG E&P Brasil Ltda. ( BG Brasil or BG ) for shipment of oil at the oil terminal ( T-OIL ). Açu Petróleo S.A. ( Açu Petróleo ), wholly owned subsidiary of the Company, is an intervening party in this contract, which will be assigned to it in due course after all the terminal's operating licenses and permits have been transferred. The contract contains a take-or-pay clause for the use of T-OIL for 20 years, for an average volume of up to 200 thousand barrels a day in a ship-to-ship operation, in accordance with BG's production schedule. The contract also establishes that BG will have a term of up to 18 months as from signing to increase the take-or-pay amount initially contracted by up to 60%. The first operation is scheduled for August BG's shipment operation will be carried out at T-OIL, located at Terminal 1 of Açu Port. Three berths will be available along the 1.4 km breakwater, two of which will be able to receive VLCC or SuezMax export vessels and one only SuezMax. On June 22, 2015, Brasil Port Offshore Estaleiro Naval Ltda. ( ECO ) exercised early its two remaining options established in the contract signed on April 09, 2014, which mature in October 2015, and also decided to expand wharf line by 40 meters. The new area occupies 597,400 m² with a wharf line of 1,030 meters. Porto do Açu and ECO have also agreed to jointly study, in non-binding agreement, the possibility of implementing a ship repair yard to be located along the south breakwater of Terminal T2. 36

37 2. Licenses and permits Licenses or permits in force at, June 30, 2015: Company Type Date of issuance Term Porto do Açu Porto do Açu Preliminary license LP IN which approves the design and location of structures commonly used in the Industrial District of São João da Barra (DISJB), including a railway network, implementation of the Campos - Açu channel in the Quitingute - UCN section, electricity grid and other structures. Preliminary and construction license IN approving the design, location and implementation of a mooring peer for a flexible liquefied natural gas transfer unit. 10/30/ /30/ /10/ /10/2015 Porto do Açu Preliminary and construction license LPI IN approving the design and location of the Southern Terminal. (*) 2/16/2012 2/16/2015 Porto do Açu Preliminary Construction License IN approving the design and location of the disposal of material dredged from the Approach Channel as a result of the works of building the Shipbuilding Yard - UCN. (*) 11/26/2013 6/1/2015 Porto do Açu Porto do Açu Preliminary Construction License IN approving the design, location and implementation of two deposits (2 and 7) of the onshore support for the disposal of material dredged from the approach channel to the Shipbuilding Yard - UCN, with clearance of ha of restinga and felling of exotic vegetation in an area of 2.67 ha covered by hedges of the species Euphorbia tirucalli, located at Rodovia RJ Açu, Distrito Industrial, São João da Barra. (*) Construction License LI IN to implement the Southern Terminal, a port plant designed to handle cargo and products for import and export (general and solid and liquid bulk and project cargo), with clearance of 6.5 ha of restinga and felling of exotic vegetation in an area of 0.7 ha of eucalyptus in the intervention area, and the capture, transportation, rescue and monitoring of wild fauna. 11/18/2013 5/28/2015 5/17/2013 5/15/2017 Porto do Açu Simplified Environmental Licence (LAS) IN approving the design, location, implementation and operation of a temporary crushing plant in the logistics yard of the Açu Industrial and Port Complex. 2/18/2013 2/18/2017 Porto do Açu Construction Licenses LI IN and AVB approving the implementation of the temporary advanced worksite to support the building of the Shipbuilding Yard's channel. 5/23/2013 5/23/2016 Porto do Açu Preliminary Construction License LI IN approving the design, location and implementation of infrastructure in the Southern Terminal, consisting of road surfacing, buildings in the main entrance, laying of drainage and water distribution grids at Fazenda Saco Dantas. 9/25/ /31/

38 2. Licenses and permits--continued Porto do Açu Porto do Açu Construction License LI IN approving the 345 kv dual electricity transmission circuit, with a length of 58 km and energy substation, and clearance of exotic vegetation in 1.42 ha of restinga. Construction License LI IN and AVB approving the creation of a navigation channel consisting of an offshore approach channel and onshore mooring channel, and implementation of the wharfline structures, current guides and peer. 9/5/2014 4/24/2017 8/7/2014 8/7/2017 Porto do Açu Construction License LAS IN approving the location, creation and operation of the 138 kv Distribution Line, interconnecting the Minas Rio Transmission Line and Açu Substation, with a length of 1.7 km and six towers, and an easement of 20 meters. 7/17/2014 7/17/2018 Porto do Açu Construction License IN030949, which authorizes the implementation of a logistics yard in the industrial and logistical complex of Açu Port, consisting of solid bulk yards, yards for storing ornamental rocks, steel products, containers and support infrastructure (receptions, administrative offices, approach roads and distribution roads, drainage, fire combatting systems, drinkable water supply, electricity, rain water treatment systems, sanitation, oily waste and underwater effluent outlets), support units (business center, training center, building for government agencies, maintenance, building, changing rooms, hotel and heliport), drainage system for the retroport area, oil treatment facility (UTP) for the sale and export of oil through marine terminals (piers), licensed at Terminal 1 (T1) of Açu Port, denominated TPET-I and TPET-II and jointly as TOIL, including the storage and processing of oil, with specific pipes to move the oil between the UTP and said marine terminals, in addition to installing the infrastructure at these terminals used for oil transfers between ships in all of the births of TOIL and the ship-to-ship transfer of oil. 6/22/2015 6/22/2018 Pedreira Sapucaia Operating License LO IN approving the extraction of granite blocks for use in civil construction, on a mining front of ha located in an area of 21.8 ha. 5/2/2011 5/2/2016 Ferroport Construction License LI IN renewing IN to proceed with construction of the port terminal, denominated Açu Port located in Fazenda Saco Dantas, Barra do Açu, São João da Barra. 12/13/ /13/2016 Ferroport Ferroport Ferroport Operating License LO IN approves the operation for the receipt of iron ore pulp, iron ore filtering plant, storage yard, ore transfer plant, access pier, ore loading pier, utilities and workshop areas, administrative offices, underwater effluent outlets, dredging for maintaining the access and navigation draft, shipment of waste from vessels and the loading of food supplies, consumables and drinkable water onto vessels. Permit to use Water Resources OUT IN authorizes the extraction of raw water through tubular wells, for human consumption, and other applications (in civil construction works and to spray on roads), in the Hydrographic Basin RH-IX - Baixo Paraíba do Sul. Operating release instrument TLO 9 authorizes Ferroport to begin operating the Private terminal at Barra do Açu, Fazenda Saco Dantas, s/nº Açu Port. (*) License is in the process of being renewed. 5/13/2014 5/29/2018 7/10/2013 7/10/2018 9/2/2014 9/2/

39 3. Entities from Prumo Group Equity interest Country 6/30/ /31/2014 Direct subsidiaries Ferroport Logística Comercial Exportadora S.A. (*) Brazil % Porto do Açu Operações S.A. ( Açu Port ) Brazil % % LLX Brasil Operações Portuárias S.A. ( LLX Brasil ) Brazil % % NFX Combustíveis Marítimos Ltda. ( NFX ) (**) Brazil 50.00% 50.00% Açu Petróleo S.A. ( Açu Petróleo ) Brazil % - Gás Natural Açu Ltda. ( Gás Natural ) (****) Brazil 77.89% - Prumo Participações e Investimentos S.A. ( Prumo Participações ) Brazil % - Heliporto do Açu S.A. ( Heliporto ) Brazil % - Indirect subsidiaries Ferroport Logística Comercial Exportadora S.A. (***) Brazil 50.00% - GSA - Grussaí Siderúrgica do Açu Ltda. ( GSA ) Brazil % % Gás Natural Açu Ltda. ( Gás Natural ) (****) Brazil % Reserva Ambiental Fazenda Caruara S.A. ( Reserva Ambiental Caruara ) Brazil % % G3X Engenharia S.A. ( G3X ) Brazil % % Pedreira Sapucaia Ind. e Comercio Ltda. ( Pedreira Sapucaia ) Brazil % % LLX Empresa Brasileira de Navegação Ltda. ( EBN ) Brazil % % SNF - Siderúrgica do Norte Fluminense S.A. Brazil % % Fundo de Investimentos em Cotas de Fundos de Investimento Multimercado Crédito Privado LLX 63 Brazil 99.99% 99.99% (*) Joint operation pursuant to the Shareholders Agreement that guarantees the same rights held by the Company to the shareholder Anglo American, a company of the same group, jointly holding 50% of the shares. (**)Joint venture, the company plummet along with the Britannic Strategies Limited ("BP"), each shareholder holds 50% of shares. (***)On May 11, 2015 as AGE, the company's capital investment in Prumo through the transfer of its shareholding in Prumo Participações was approved as of this date the company started Ferroport be indirect subsidiary of the Prumo Participações. (****) On October 15, 2014 through the first contract amendment of SDX Investimentos Ltda., changed the name Gás Natural Açu Ltda.. After the advance for future capital increase had been converted via the second contractual amendment filed on March 9,2015, Prumo held a 77.89% interest in the company Gás Natural, resulting in its interest in Porto do Açu diluting to 22.11%. 39

40 3. Entities from Prumo Group --Continued In the period ended June 30, 2015, Prumo Group ( Prumo and subsidiaries and joint subsidiary ) had the following structure: 40