Raízen Combustíveis S.A.

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4 Consolidated and condensed balance sheet Assets Liabilities and equity Current assets Current liabilities Cash and cash equivalents 198, ,606 Loans and financing 4, ,106 Restricted cash 29,997 52,779 Derivatives financial instruments 10, Derivatives financial instruments 2,614 23,888 Suppliers 306, ,224 Trade notes receivable 1,449,506 1,190,832 Wages and salaries payable 61,895 86,164 Inventories 1,069, ,982 Payable income tax and social contribution 22,849 3,866 Recoverable income tax and social contribution 11,670 4,190 Taxes payable 58,588 75,300 Recoverable taxes and contributions 170, ,813 Dividends and interest on own capital payable 265, ,479 Dividends receivable - 3,450 Related parties 1,102, ,596 Related parties 219, ,813 Deferred revenue 49,908 49,660 Prepaid expenses 21,822 24,963 Bonus payable 42,642 24,383 Other credits 19,888 39,656 Other payable 121, ,160 3,193,409 3,256,972 2,048,256 2,385,662 Non-current assets Non-current liabilities Trade notes receivable 259, ,069 Loans and financing 863,533 12,102 Recoverable taxes and contributions 294, ,356 Derivatives financial instruments 3, Related parties 1,319, ,188 Taxes payable 5,955 4,862 Deferred income tax and social contribution 25,619 34,084 Related parties 1,068, ,921 Court deposits 82,850 83,391 Provision for judicial claims 511, ,155 Prepaid expenses 7,634 9,927 Deferred revenue 284, ,093 Other receivables 2,320 2,228 Deferred income tax and social contribution 111,726 17,012 Investments 256, ,711 Other liabilities 70,211 63,339 Property, plant and equipment 1,837,064 1,815,442 Intangible 2,262,472 2,073,909 2,919,537 1,709,257 6,348,266 5,175,305 Total liabilities 4,967,793 4,094,919 Equity Capital stock 3,121,297 3,069,328 Capital reserves 720, ,693 Carrying value adjustments (175) (175) Profit reserves 136, ,635 Retained earnings 464,907 - Interest of non-controlling shareholders 130, ,877 Total assets Total equity 4,573,882 4,337,358 9,541,675 8,432,277 Total liabilities and equity 9,541,675 8,432,277 The accompanying notes are an integral part of the consolidated and condensed financial information. 1 of 9

5 Consolidated and condensed interim income statement Six-month Six-month period ended period ended Net operating revenue 28,018,701 24,515,722 Cost of products sold (26,688,818) (23,300,726) Gross profit 1,329,883 1,214,996 Operating income (expenses) Selling (565,210) (473,999) General and administrative (191,321) (187,852) Other operating revenues, net 218, ,759 (537,622) (482,092) Income before financial results 792, ,904 Finance revenues 52,173 51,909 Finance expenses (81,969) (38,916) Exchange variation (47,990) (117,763) Net impact of derivatives (1,594) 47,677 Finance results (79,380) (57,093) Income before the result of equity method 712, ,811 Income from equity method 5,965 - Income before income tax and social contribution 718, ,811 Income tax and social contribution Current (155,469) (184,768) Deferred (86,254) (45,793) (241,723) (230,561) Net income for the period 477, ,250 Attributable to: Controlling shareholders of the Group 462, ,922 Non-controlling shareholders of the Group 14,642 12,328 Earnings per common share: Basic and diluted , ,250 The accompanying notes are an integral part of the consolidated and condensed financial information. 2 of 9

6 Consolidated and condensed interim statement of comprehensive Income Six-month period ended Six-month period ended Net income for the period 477, ,250 Other comprehensive income Items that will never be reclassified to profit or loss: Plan actuarial losses - (491) Tax on items that will not be reclassified to profit or loss (324) Total comprehensive income for the period 477, ,926 Attributable to: Controlling shareholders 462, ,598 Non-controlling shareholders 14,642 12, , ,926 The accompanying notes are an integral part of the consolidated and condensed financial information. 3 of 9

7 Consolidated and condensed interim statements of changes in equity Attributable to the shareholders of the Parent Company Capital Stock Capital reserve Capital reserves Special Law 8200/91 Carrying value adjustments Profit retention Income reserves Legal reserve Retained earnings Total Interest of noncontrolling shareholders Total shareholder s equity At March 31, ,881, ,378 13, ,157 83,806-4,162,910 95,247 4,258,157 Net income for the period , ,922 12, ,250 Actuarial losses from retirement benefits, net (324) - - (324) - (324) Total comprehensive income (324) , ,598 12, ,926 Reversal of proposed dividends Mandatory minimum dividends (458,899) - - (458,899) - (458,899) Partial realization of the reserve - - (2,097) , Transactions with non-controlling shareholder - 1, ,501 (1,501) - Total contributions of shareholders and distributions to shareholders - 1,501 (2,097) - (458,302) - 2,097 (456,801) (1,501) (458,302) At September 30, ,881, ,879 11,005 (324) 13,855 83, ,019 4,138, ,074 4,244,781 At March 31, ,069, ,880 7,813 (175) 298, ,984-4,226, ,877 4,337,358 Net income for the period , ,481 14, ,123 Total comprehensive income , ,481 14, ,123 Capital increase ,956 1,956 Creation of reserves - 1, ,354 2,773 4,127 Partial realization of the reserve - - (2,426) , Payment of dividends (246,682) - - (246,682) - (246,682) Redemption of preferred shares class B and C and allocation of dividends 51, (51,969) Total contributions of shareholders and distributions to shareholders 51,969 1,354 (2,426) - (298,651) - 2,426 (245,328) 4,729 (240,599) At September 30, ,121, ,234 5,387 (175) - 136, ,907 4,443, ,248 4,573,882 The accompanying notes are an integral part of the consolidated and condensed financial information. 4 of 9

8 Consolidated and condensed interim statement of cash flows Six-month period ended Six-month period ended Cash flows from operating activities Income before income tax 718, ,811 Adjustments to reconcile income to cash from operating activities: Depreciation and amortization 234, ,054 Equity accounting (5,965) - Gain on disposal of property, plant and equipment (80,461) ( 62,101) Net reversal of provision for doubtful accounts 1, Provision for claims 724 3,120 Interest, monetary and exchange variation, net 90, ,214 Amortization of deferred revenue (24,372) ( 30,487) Amortization of prepaid expenses 30,165 13,833 Losses from derivative financial instruments 11,249 ( 43,234) Others 685 3, , ,672 Changes in operations assets and liabilities: Trade accounts receivable (207,385) 110,518 Inventories (101,292) ( 394,413) Restricted cash 22,781 (3,757) Derivatives financial instruments 22,391 (19,722) Trade accounts payable and advances to suppliers (477,736) (175,836) Taxes and contributions, net (140,643) (142,756) Payroll and related charges (25,371) (21,974) Related parties (432,200) 84,831 Judicial deposits 8,464 (9,026) Deferred revenue ,780 Provision for tax, labor and civil risks (410) (455) Other liabilities (61,021) (33,668) Prepaid expenses (24,732) (6,686) Other assets and liabilities, net 24,981 (8,198) Cash from operations (411,076) 264,310 Income tax and social contribution on net income paid (85,021) (144,469) Net cash (used in) provided by operating activities (496,097) 119,841 Investing activities: Acquisitions, net of acquired cash (177,744) - Addition to property, plant and equipment, software and other intangible assets (297,378) (244,278) Cash from sale of property, plant and equipment 112, ,338 Dividends received 8,580 - Related parties, net 801, ,100 Net cash provided by investing activities 447, ,160 Financing activities Proceeds from debt issuance 776,051 (44,563) Repayment of debt (847,972) 377 Capital payment by non-controlling shareholders 400 Dividends paid (247,037) (143,541) Net cash used in financing activities (318,558) (187,727) Decrease in cash and cash equivalents, net (367,619) 238,274 Cash and cash equivalents at the beginning of the period (1) 566, ,229 Cash and cash equivalents at the end of the period 198, ,503 (1) For purposes of the statement of cash flows, cash and cash equivalents include overdraft accounts as follows: Cash and banks registered in Cash and cash equivalents - 138,713 Overdraft accounts registered in Loans and financing - (22,484) - 116,229 The accompanying notes are an integral part of the consolidated and condensed financial information. 5 of 9

9 Explanatory notes to the consolidated and condensed interim financial information at June 30, Operations Raízen Combustíveis S.A. ( Company or Raízen Combustíveis ) is a closely-held company with headquarters in the city of Rio de Janeiro, Brazil. The Company is jointly controlled indirectly by Royal Dutch Shell ("Shell") and Cosan SA Indústria e Comércio ("Cosan"). The Company s main activities are: (i) distribution and sale of oil and ethanol by products and other hydrocarbon fluids and their byproducts, mainly of Shell brand; (ii) sale of natural gas and acting as sales representative with respect to the sale of lubricants in gas stations; (iii) purchase and sale of products and goods for sale in convenience stores; (iv) import and export of the aforementioned products; and, (v) investments in other companies. This consolidated and condensed interim financial information were approved by the Company's Board of Directors on November 05, Financial information presentation and significant accounting practices 2.1 Presentation of the consolidated and condensed interim financial This consolidated and condensed interim financial information have been prepared solely for the use of the management of Raízen Combustíveis and Financial Institutions in their covenant compliance analysis. This financial information does not include all the information required to be disclosed by CPC 21 - "Interim Financial Reporting". This financial information should be read together with the annual financial statements for the year ended March 31, 2014, which were prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). 2.2 Basis of preparation The consolidated and condensed interim financial information have been prepared on the historical cost basis, except for derivative financial instruments that are measured at fair value. The preparation of consolidated and condensed interim financial information of the Company requires the use of estimates to record certain assets, liabilities and other transactions. It also requires management to use its judgment when applying the Company s accounting policies. Therefore, the Company's interim financial information includes estimates related to the selection of the useful lives of property, plant and equipment, intangible assets, financial instruments, provisions for contingency liabilities, income taxes and other similar charges. The actual results may differ from the amounts estimated by management. 6 of 9

10 Explanatory notes to the consolidated and condensed interim financial information at June 30, Consolidation basis The consolidated financial information includes the Raízen Combustíveis financial information and the financial information of the subsidiaries over which Raízen Combustíveis has direct or indirect control. The affiliates and subsidiaries are listed below: Direct interest Blueway Trading Importação e Exportação Ltda. 100% 100% Raízen Fuels Finance Limited. 100% 100% SAMPRAS Participações Ltda. 100% 100% Raízen Mime Combustíveis S.A. 76% 76% Petróleo Sabbá S.A. 80% 80% The subsidiaries are fully consolidated from the date on which control was acquired, and continue to be consolidated up to the date when such control ceases to exist. The subsidiaries financial information has been prepared for the same disclosure period as that of the parent company and use consistent accounting policies. All balances held between consolidated companies, revenues, expenses, and unrealized earnings and losses, resulting from transactions between the consolidated companies, are fully eliminated. A change in the interest in a subsidiary that does not result in loss of control is accounted for as a transaction between shareholders and is recognized in equity. Adjustments are made, when necessary, to bring accounting policies into line with those adopted by the Company. 4 Business combination 4.1 Acquisition of Latina Distribuidora de Petróleo Ltda. ( Latina ) On April 1, 2014, the Company acquired all of the common shares of Latina Distribuidora de Petróleo Ltda., a fuel distribution business in the southern region of Brazil for R$ 178,336. The purpose of this acquisition is to expand the presence of the Shell brand and products and services in the three southern states, and improve the logistics efficiency of the Company s distribution in the fuel stations, mainly in the interior of Rio Grande do Sul. Latina was merged into the Company on April 1, of 9

11 Explanatory notes to the consolidated and condensed interim financial information at June 30, 2014 The preliminary book value of assets and liabilities acquired at the acquisition date of Latina, was as below: Cash and cash equivalents 592 Trade accounts receivable 49,648 Inventories 26,061 Advances to suppliers 10,443 Taxes and contributions recoverable 1,729 Judicial deposits 7,925 Deferred income tax and social contribution (16,926) Other receivables 41 Property, plant and equipment 27,660 Intangible assets 53,806 Suppliers (13,515) Loans and financing (22,994) Provision for claims (10,649) Wages and salaries payable (1,103) Taxes and social contributions payable (1,481) Other liabilities (3,333) Net assets contributed 107,904 Consideration transferred 178,336 Goodwill 70,432 The Company is analyzing the purchase price allocation which is expected to be concluded by the end of the year ended March 31, Subsequent events Contracting of ballot loan bank credit (BNDES PASS) In October 2014, Raízen Combustíveis S.A., obtained a loan program related to BNDES of R$ 400,000, of which R$ 300,000 was brokered by Banco Santander and R$ by Banco Safra, with the rate of interest equal to the long term interest rate (TJLP) plus 2.70% per year, maturing on February 15, Extraordinary General Meeting On October 16, 2014, the shareholders at the Extraordinary General Meeting ("EGM") approved the payment of interim dividends to ordinary shareholders of R$ 220,360, based on a portion of the results for the period from April 1, 2014 to September 30, 2014, to paid on October 31, The same AGE, the declaration and making the payment of interest on equity calculated understood the period between February 1 to March 31, was also approved as a complement to the already declared value at the EGM of March 31, 2014, and the period April 1 to September 30, 2014, the net amount of R$ 46,538 to each shareholder, paid on October 31, of 9

12 Explanatory notes to the consolidated and condensed interim financial information at June 30, 2014 Contracting of Working Capital Loan - Loan In October 2014, Raízen Fuels Finance S.A., obtained a Working Capital (Loan) loan of EUR66 million, with an interest rate of 2.875% per annum and maturing on October 15, Intercompany Loan PPE In October 2014, Raízen Fuels Finance S.A., granted an Export Prepayment loan to Raízen Energia amounting to EUR 66 million, with an interest rate of 3.085% per annum and maturing on October 15, * * * 9 of 9