Rumo Logística Operadora Multimodal S.A. Interim Financial Statements September 30, 2015 and review report of the independent auditors thereon

Transcription

1 Interim Financial Statements and review report of the independent auditors thereon

2 (A free translation of the original in Portuguese) Rumo Logística Operadora Multimodal S.A. Interim Financial Statements Contents Independent auditor s report on review of interim financial statements 3 Balance sheets 5 Statements of income 8 Statements of comprehensive income 10 Statements of changes in equity 11 Statements of cash flows indirect method 14 Statements of value added 17 19

3 Independent auditor's report on review of interim financial statements To the Board of Directors and Shareholders Rumo Logística Operadora Multimodal S.A. Santos-SP Introduction We have reviewed the accompanying individual and consolidated interim financial statements of Rumo Logística Operadora Multimodal S.A. ( the Company ) in the Quarterly Information Form ITR for the quarter ended, which comprise the balance sheet as at and the related statements of income and other comprehensive income for the 3- and 9-month periods then ended and the changes in equity and cash flows for the 9-month period then ended, and explanatory notes. Management is responsible for the preparation and fair presentation of these interim financial statements in accordance with Technical Pronouncement CPC 21(R1) and IAS 34, Interim Financial Reporting as issued by the International Accounting Standards Board IASB, as well as the presentation of the information in accordance with Comissão de Valores Mobiliários ( CVM ) regulations applicable to the Quarterly Information Form ITR. Our responsibility is to express a conclusion on these interim financial statements based on our review. Scope of Review We conducted our review in accordance with the Brazilian and International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion on the interim financial statements Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial statements included in the Quarterly Information Form ITR referred above were not prepared, in all material respects, in accordance with CPC21 (R1) and IAS 34 applicable to the preparation of the Quarterly Information Form ITR and presented in accordance with the CVM regulations. 3

4 Other matters Statement of value added We have also reviewed the Statements of value added (DVA), individual and consolidated, for the 9-month period ended, prepared by Management, whose presentation in interim financial information is required by CVM regulation applicable to the Quarterly Information Form ITR and is considered supplementary information by IFRS, that does not required the DVA presentation. These statements were subject to the same review procedures previously described and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the individual and consolidated interim financial statements as a whole. Corresponding figures The corresponding figures, individual and consolidated, for the balance sheet as at December 31, 2014 were audited by another auditor who issued an unmodified report on March 3, 2015 and the statements, individual and consolidated, of income and other comprehensive income for the 3- and 9-month periods ended 30, 2014 and changes in equity and cash flows for the 9- month period ended 30, 2014 were reviewed by another auditor who issued an unmodified report on November 5, The corresponding figures related to the statement of value added (DVA), individual and consolidated, for the 9-month period ended 30, 2014, were subject to the same review procedures by those auditors and, based on their review, those auditors issued a report stating that nothing has come to their attention that causes them to believe that the DVA were not prepared, in all material respects, consistently with the individual and consolidated interim financial statements as a whole. Curitiba, November 5, KPMG Auditores Independentes CRC SP /O-6 Original in Portuguese signed by João Alberto Dias Panceri Accountant CRC PR048555/O-2 4

5 Balance sheets At and December 31, 2014 (Amounts in thousands of Brazilian Reais, R$) Note Parent Company December 31, 2014 December 31, 2014 Assets Current Cash and cash equivalents 4 19,546 74,826 69,700 85,475 Marketable securities ,027 - Accounts receivable 6 30,691 40, ,610 42,685 Inventories 6,666 5, ,880 5,817 Related parties 8 19,666 12,612 24,889 12,692 Current income taxes 4,480-22,265 - Other recoverable taxes 7 9, ,437 - Other credits 7,965 11,561 81,315 11,479 98, ,211 1,688, ,148 Non-current Accounts receivable 6-446,693 22, ,693 Restricted cash ,628 - Deferred income tax and social contribution ,380, Related parties 8 541, Income taxes ,707 - Other recoverable taxes ,494 - Judicial deposits 16 11,172 29, ,594 29,671 Derivative financial instruments 27 78,808-80,997 - Other non-current assets 4,217 3, ,327 3,749 Equity method investments 9 4,127,710 76,118 45,290 - Property and equipment 10 1,334, ,867 9,122,433 1,084,455 Intangible assets , ,717 7,784, ,253 6,884,699 2,337,758 19,814,285 2,425,696 Total Assets 6,982,807 2,482,969 21,502,408 2,583,844 The notes are an integral part of these interim financial statements. 5

6 Balance sheets At and December 31, 2014 (Amounts in thousands of Brazilian Reais, R$) Note Parent Company December 31, 2014 December 31, 2014 Liabilities Current Current portion of long-term debt , ,893 1,398, ,425 Finance leases ,048 - Real estate credit certificates ,688 - Derivative financial instruments ,260 - Accounts payable - suppliers 15 92, , , ,289 Salaries payable 28,272 18, ,841 19,302 Current income tax and social contribution payable - 3,020 9,337 2,962 Other taxes payable 13 4,151 6,959 27,758 7,300 Dividends and interest on capital payable - 27,200 8,174 28,003 Leases and concessions ,545 - Related parties 8 153,444 21,064 85,056 20,292 Deferred income ,252 - Other current liabilities 31,182 25, ,473 26, , ,401 3,423, ,102 Non-current Long-term debt 12 2,596, ,895 6,912, ,284 Finance leases ,286,597 - Real estate credit certificates ,409 - Other taxes payable ,501 - Provision for judicial demands 16 15,525 13, ,589 13,378 Leases and concessions ,114,396 - Deferred income tax and social contribution , ,847 2,720, ,598 Deferred income ,526 - Other current liabilities ,139 11,874 2,765, ,026 14,074, ,134 Equity 20 Common stock 5,451,490 1,099,746 5,451,490 1,099,746 Capital reserve (1,781,811) (137,601) (1,781,811) (137,601) Profit reserve 59, ,397 59, ,397 Other equity 3,738-3,738 - Loss for the period (6,716) - (6,716) - Equity attributable to owners of the Company 3,726,298 1,294,542 3,726,298 1,294,542 Equity attributable to non-controlling interests ,539 37,066 Total equity 3,726,298 1,294,542 4,004,837 1,331,608 Total liabilities and equity 6,982,807 2,482,969 21,502,408 2,583,844 The notes are an integral part of these interim financial statements. 6

7 Statements of income For the three and nine month periods ended and 2014 (In thousands of Brazilian Reais R$, except earnings per share) Note July 1, 2015 to January 1, 2015 to Parent Company July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Net revenue from services , , , ,553 Cost of services (182,588) (431,629) (179,999) (429,106) Gross profit 92, ,639 78, ,447 Selling, general and administrative (31,799) (77,606) (19,701) (59,914) Other, net 25 5,099 6, (988) Operating expenses (26,700) (70,703) (18,919) (60,902) Income before financial results, equity income on investments and income taxes 65, ,936 59, ,545 Equity income on investments 9 (33,137) 20, Financial result 24 (82,772) (166,696) (3,053) (23,156) Income (loss) before income taxes (50,413) (23,541) 56, ,499 Income tax and social contribution (expense) benefit Current (16,254) (29,212) Deferred 14 5,856 16,726 (2,589) (17,698) 5,856 16,825 (18,843) (46,910) Net income (loss) for the period (44,557) (6,716) 37,848 92,589 The notes are an integral part of these interim financial statements. 7

8 Statements of income For the three and nine month periods ended and 2014 (In thousands of Brazilian Reais R$, except earnings per share) Note July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Net revenue from services 23 1,357,726 2,783, , ,715 Cost of services (921,415) (1,833,763) (180,666) (432,766) Gross profit 436, ,859 80, ,949 Selling, general and administrative (95,225) (203,430) (20,895) (63,632) Other, net 25 11,202 50,572 1,017 (464) Operating expenses (84,023) (152,858) (19,878) (64,096) Income before financial results, equity income on investments and income taxes 352, ,001 60, ,853 Equity income on associates 9 4,074 4, Financial result 24 (399,401) (750,625) (3,061) (23,110) Income (loss) before income taxes (43,039) 50,631 57, ,743 Income tax and social contribution (expense) benefit Current 14 (16,196) (26,920) (16,254) (29,211) Deferred 14 18,112 (20,116) (3,117) (17,837) 1,916 (47,036) (19,371) (47,048) Net income (loss) from continued operations (41,123) 3,595 38,324 92,695 Net loss from discontinued operations 26 (2,624) (6,206) - - Net income (loss) for the period (43,747) (2,611) 38,324 92,695 Net income (loss) attributable to: Non-controlling interests 810 4, Owners of the Company 21 (44,557) (6,716) 37,848 92,589 Earnings per share: 21 Basic (0.149) (0.029) Diluted (0.158) (0.032) The notes are an integral part of these interim financial statements. 8

9 Statements of comprehensive income For the three and nine month periods ended and 2014 (In thousands of Brazilian Reais R$, except earnings per share) July 1, 2015 to January 1, 2015 to Parent Company July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Net income (loss) for the period (44,557) (6,716) 37,848 92,589 Currency translation adjustment (750) 3, Total comprehensive income (loss) (45,307) (2,978) 37,848 92,589 July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Net income (loss) for the period (43,747) (2,611) 38,324 92,695 Currency translation adjustment (752) 3, Total comprehensive income (loss) (44,499) 1,106 38,324 92,695 Attributable to: Non-controlling interests 808 4, Owners of the Company (45,307) (2,978) 37,848 92,589 The notes are an integral part of these interim financial statements. (44,499) 1,106 38,324 92,695 9

10 Statements of changes in equity For the nine month periods ended and 2014 (Amounts in thousands of Brazilian Reais, R$) Attributable to shareholders of Company Profit reserve Common stock Capital reserve Legal Retained earnings Profit for the period Total Noncontrolling interest Total equity Balance at January 1, ,099,746 (137,601) 24, ,250-1,358,881 37,013 1,395,894 Income for the period ,589 92, ,695 Total comprehensive income for the period ,589 92, ,695 Reserve from write-off of dividends ,334-98,334-98,334 Interim dividends (250,000) - (250,000) 65 (249,935) Total contributions or distributions to shareholders, recognized directly in equity (151,666) - (151,666) 65 (151,601) Balance at 30, ,099,746 (137,601) 24, ,584 92,589 1,299,804 37,184 1,336,988 The notes are an integral part of these interim financial statements. 10

11 Statements of changes in equity For the nine month periods ended and 2014 (Amounts in thousands of Brazilian Reais, R$) Attributable to shareholders of Company Profit reserve Common stock Capital reserve Retained earnings Loss for the period Other equity Total Noncontrolling interest Legal Total equity Balance at January 1, ,099,746 (137,601) 30, , ,294,542 37,066 1,331,608 Loss for the period (6,716) - (6,716) 4,105 (2,611) Currency translation adjustment ,738 3,738 (21) 3,717 Total comprehensive income for the period (6,716) 3,738 (2,978) 4,084 1,106 Capital increase (ALL acquisition) 4,351,744 (1,644,210) ,707, ,900 2,948,434 Dividends (Note 20 c) (272,800) - - (272,800) (3,511) (276,311) Total contributions or distributions to shareholders, recognized directly in equity 4,351,744 (1,644,210) - (272,800) - - 2,434, ,389 2,672,123 Balance at 5,451,490 (1,781,811) 30,212 29,385 (6,716) 3,738 3,726, ,539 4,004,837 The notes are an integral part of these interim financial statements. 11

12 Statements of cash flows For the nine month periods ended and 2014 (Amounts in thousands of Brazilian Reais, R$) January 1, 2015 to 30, 2015 Parent Company January 1, 2014 to 30, 2014 Cash flows from operating activities Income before income taxes (23,541) 139,499 Adjustments to reconcile income before income tax and social contribution to cash flows from operating activities: Depreciation and amortization 83,529 67,380 Equity pick-up of investees / associates (20,219) (110) Provision for profit sharing 14,415 6,431 Income on disposal of fixed assets and intangible Provision for losses on judicial demands 2, Reversal for losses on doubtful accounts - (702) Interest, indexation charges and exchange variations, net 164,729 29, , ,863 Changes in: Accounts receivable (57,069) (150,504) Advances from customers (4,751) 726 Judicial deposits 19,000 (20,720) Related parties (41,516) 12,841 Other recoverable taxes (13,506) 3,453 Taxes payable (5,829) (42,322) Inventories (1,117) (870) Salaries payable (4,489) (2,743) Accounts payable 73,490 32,914 Deferred income (2,337) (104) Provision for judicial demands (1,106) (900) Other asset and liabilities, net 10,143 (22,579) Net cash from operating activities 192,485 52,055 Cash flows from investing activities Purchase of property and equipment, software and intangible assets (400,319) (175,609) Capital increase in subsidiary (1,320,111) - Net cash used in investing activities (1,720,430) (175,609) Cash flow from financing activities Proceeds from debt 1,950,847 77,593 Repayments of principal (92,973) (76,029) Payments of interest (92,936) (30,562) Derivative financial instruments 7,727 - Dividends paid (300,000) (250,000) Net cash from (used in) financing activities 1,472,665 (278,998) Decrease in cash and cash equivalents (55,280) (402,552) Cash and cash equivalents at beginning of year 74, ,943 Cash and cash equivalents at end of the period 19,546 94,391 Supplemental disclosure of cash flow information Income taxes paid 2,241 28,634 The notes are an integral part of these interim financial statements. 12

13 Statements of cash flows For the nine month periods ended and 2014 (Amounts in thousands of Brazilian Reais, R$) January 1, 2015 to January 1, 2014 to 30, 2014 Cash flow from operating activities Income before income taxes 50, ,743 Adjustments to reconcile net income before income tax and social contribution to cash flows from operating activities: Depreciation and amortization 398,871 70,378 Equity pick-up of investees / associates (4,255) - Provision for profit sharing 44,993 6,631 Income on disposal of fixed assets and intangible 3,463 1 Provision for losses on judicial demands 4, Provision (reversal) for losses on doubtful accounts 386 (702) Other 52,102 - Interest, indexation charges and exchange variations, net 767,889 29,810 1,318, ,832 Changes in: Accounts receivable (39,676) (150,804) Advances from customers (13,745) (89) Judicial deposits (2,687) (20,736) Related parties 14,029 11,349 Other recoverable taxes 656 3,428 Taxes payable (43,309) (42,614) Inventories (81,068) (862) Salaries payable 7,817 (2,785) Accounts payable 54,568 31,908 Deferred income (34,116) (80) Judicial demands (13,855) (892) Other asset and liabilities, net (68,948) (22,261) Net cash from operating activities 1,098,547 52,394 Cash flow from investing activities Purchase of property, plant and equipment, software and intangible assets (890,184) (183,280) Marketable securities (161,405) - Restricted cash 130,440 - Net cash acquired in business acquisition 169,703 - Net cash used in investing activities (751,446) (183,280) Cash flow from financing activities Proceeds from debt 2,537,908 87,576 Repayments of principal (2,053,608) (76,840) Payments of interest (553,403) (30,839) Derivative financial instruments 7,727 - Dividends paid (301,500) (250,000) Net cash used in financing activities (362,876) (270,103) Decrease in cash and cash equivalents (15,775) (400,989) Cash and cash equivalents at beginning of year 85, ,753 Cash and cash equivalents at end of the period 69,700 96,764 Supplemental disclosure of cash flow information Income taxes paid 6,431 28,922 The notes are an integral part of these interim financial statements. 13

14 Statements of value added For the nine month periods ended and 2014 (Amounts in thousands of Brazilian Reais, R$) January 1, 2015 to 30, 2015 Parent Company January 1, 2014 to 30, 2014 Revenue Sale of services 671, ,809 Other operating revenue 16,122 11,237 Allowance for doubtful accounts , ,748 Raw materials acquired from third parties Cost of services rendered (241,867) (256,298) Materials, energy, third party services, other (97,217) (83,317) (339,084) (339,615) Gross value added 348, ,133 Retention Depreciation and amortization (83,529) (67,380) Net value added 265, ,753 Value added transferred in Equity pick-up in investees 20, Financial income 6,788 28,379 27,007 28,489 Value added to be distributed 292, ,242 Distribution of value added Personnel 71,733 57,551 Direct remuneration 55,265 42,950 Benefits 13,099 11,845 FGTS 3,369 2,756 Taxes and contributions 41, ,310 Federal 28,164 96,942 State 7,010 14,909 City 6,207 22,459 Third party capital remuneration 185,918 61,792 Interest 173,484 51,535 Leasing 12,434 10,257 Equity capital remuneration (6,716) 92,589 Retained earnings (6,716) 92, , ,242 The notes are an integral part of these interim financial statements. 14

15 Statements of value added For the nine month periods ended and 2014 (Amounts in thousands of Brazilian Reais, R$) January 1, 2015 to January 1, 2014 to 30, 2014 Revenue Sale of services 3,032, ,069 Other operating revenue 493,690 11,237 Allowance for doubtful accounts (386) 702 3,525, ,008 Raw materials acquired from third parties Cost of services rendered (804,967) (249,812) Materials, energy, third party services, others (297,158) (87,051) Loss / recovery of assets (274,802) - Other (198,984) - (1,575,911) (336,863) Gross value added 1,949, ,145 Retention Depreciation and amortization (398,871) (70,378) Net value added 1,550, ,767 Value added received in transfer Equity pick-up in associates 4,255 - Financial income 97,673 28, ,928 28,602 Value added to be distributed 1,652, ,369 Distribution of value added Personnel 305,842 61,894 Direct remuneration 273,345 46,036 Benefits 17,366 12,822 FGTS 15,131 3,036 Taxes and contributions 291, ,567 Federal 243,383 98,618 State 38,769 14,908 City 9,648 23,041 Third party capital remuneration 1,057,599 63,213 Interest 848,298 51,712 Leasing 209,301 11,501 Equity capital remuneration (2,611) 92,695 Non-controlling interests 4, Retained earnings (6,716) 92,589 1,652, ,369 The notes are an integral part of these interim financial statements. 15

16 and Operations Rumo Logística Operadora Multimodal S.A. ("The Company" or "Rumo"), is a publicly traded company with its shares traded on the São Paulo stock exchange ( BM&FBOVESPA) under the ticker RUMO3, and has its headquarters in the city of Santos, State of São Paulo, Brazil. The Company is a direct subsidiary of Cosan Logística S.A. ("Cosan Logística") which owns 26.26% of its capital, and its Parent Company is Cosan Ltd. ("CZZ"). On April 1, 2015 the Company acquired full control over the capital of ALL - América Latina Logística S.A. ("ALL"). The Company is a service provider in the logistics sector (transport and elevation), principally for export commodities, providing an integrated transport solution, handling, storage and shipment from the production centers to the main southern and southeast ports, and also holds interests in other companies, ventures and consortia related to infrastructure. The Company also operates in the rail transportation segment in Southern Brazil through its subsidiary ALL - América Latina Logística Malha Sul S.A. ("ALL Malha Sul"), and the Central West region and State of São Paulo through subsidiaries ALL - América Latina Logística Malha Paulista S.A. ("ALL Malha Paulista"), ALL - America Latina Logística Malha Norte S.A. ("ALL Malha Norte") and ALL - América Latina Logística Malha Oeste S.A. ("ALL Malha Oeste"). In addition, the subsidiary Brado Logística e Participações S.A. ("Brado") operates in the container segment. Additionally, the Company has terminals for transshipment and terminals for export of sugar and grains at the Port of Santos. On, the Company had a negative consolidated working capital of R$ 1,735,145. On the other hand, it generated consolidated operating cash flows of R$ 1,098,547 and made investments in modernizing its rolling stock and improving the railway network in the amount of R$ 890,184, in line with its business plan. Management has been working on measures that will enable the Company to present a balanced structure of debt, in order to fully meet its business plan. Thus, management believes the use of the going concern assumption in the preparation of these interim financial statements is appropriate. a) ALL Acquisition On May 8, 2014, the shareholders approved at the Extraordinary General Meeting the acquisition of ALL s shares by the Company, effectively suspended until obtaining the approval of the Merger of Shares by Conselho Administrativo de Defesa Econômica ("CADE"), by Agência Nacional de Transportes Terrestres ("ANTT") as well as from any other public administration bodies from which prior authorizations are necessary and verification (or waiver by the applicable part) of any other conditions precedent set forth in the proposal sent by the Company to ALL on 24 February, 2014, to the effectiveness of the acquisition. 16

17 and 2014 On February 11, 2015, in response to the provisions of article 2 of CVM Instruction 358/2002, the Company announced the unanimous approval by CADE, pursuant to art. 61 of Law No. 12,529 / 2011, the concentration acts on the merger of ALL shares issued by the Company upon the conclusion of an Agreement in concentration control ("ACC"). As required by ACC, the new company started to adopt certain behaviors aimed to eliminate the competition concerns identified in the opinion of the General Superintendence of the CADE. These behavioral obligations remain in force for a period of seven (7) years (from the publication of its approval in the Diário Oficial da União) and are meant primarily to ensure isonomic attendance by the users of railway services charges, primarily through strengthening the governance rules, the adoption of transparent mechanisms in pricing parameters, service attendance control and limitation of the use of rail transport by related parties. On March 19, 2015 Agência Nacional de Transportes Aquaviários ("ANTAQ") approved the change of control, which was the last condition precedent to the effectiveness of the merger. On March 23, 2015 ALL's Board of Directors approved the merger, and from April 1, 2015, the Company's shares, already reflecting the effects of the Share Exchange, began trading on the BM&FBOVESPA. As a result of this process the ALL's shares (Bovespa: ALLL3) ceased to be traded on the BM&FBOVESPA on March 31, As a result, on April 1, 2015, ALL has become a wholly owned subsidiary of the Company. The accounting effects of the acquisition of ALL are presented in note 3 and the financial position and consolidated results of operations for the periods subsequent to the acquisition are not necessarily comparable with information presented in prior periods. b) The concession of railway operation and port terminal The Company holds, through subsidiaries or affiliates, concessions of railway services and port terminals, whose scope and completion are as follows: Companies Concession end Coverage area Subsidiaries Terminais Portuários Rumo e Teaçú December 2036 Port of Santos-SP ALL Malha Sul February 2027 Southern Brazil and Sao Paulo State ALL Malha Paulista December 2028 Sao Paulo State ALL Malha Oeste June 2026 Midwest and State of São Paulo ALL Malha Norte May 2079 Midwest and State of São Paulo Portofer June 2025 Port of Santos-SP Associates Terminal XXXIX October 2025 Port of Santos-SP TGG - Terminal de Granéis do Guarujá August 2027 Port of Santos-SP Termag - Terminal Marítimo de Guarujá August 2027 Port of Santos-SP 17

18 and 2014 The subsidiaries and associates above are subject to compliance with certain conditions set out in the privatization bids and the concession contracts for railway networks and port terminals. The concession agreements of these subsidiaries and associates shall be terminated by: expiration of the contractual term; expropriation; forfeiture; termination; annulment and bankruptcy; or termination of the dealership. In the event of the termination of any of the concessions, the main effects would be as follows: Return to the government all the rights and privileges transferred to the subsidiaries, together with leased assets and those resulting from investments that are considered reversible by the Federal Government as being necessary to the continuous provision of the granted service. The reversible assets would be indemnified by the Federal Government at the residual cost, calculated based on the accounting records of the subsidiaries, considering depreciation; such costs would be subject to technical and financial analysis by the Federal Government. Any and all improvements made to the permanent track superstructure would not be considered as investments for indemnification purposes. c) Liquidity rights exercised at Brado On June 3, 2015 the Company, through its direct subsidiary ALL, informed that Brado s noncontrolling shareholders exercised their liquidity right provided in the shareholders agreement, which enables the exit of Brado s original shareholders via a share exchange. As a result, the Company and the Brado s original shareholders prepared appraisal reports, based on the economic value of the companies, to establish an exchange ratio, which has not yet been concluded. 2. Presentation of interim financial statements and significant accounting policies 2.1. Basis of preparation The interim financial statements have been prepared in accordance with CPC 21 (R1) and IAS 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB), and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the Quarterly Information (ITR) and do not include all of the information required in complete, annual financial statements. These interim financial statements were prepared following the basis of preparation and accounting policies consistent with those adopted in preparing the financial statements as of December 31, 2014 and should be read together. New applicable accounting policies due to the acquisition of ALL are described below. The notes that have not changed significantly or had irrelevant changes compared to December 31, 2014 were not repeated in full in these interim financial statements. 18

19 and 2014 However, selected information has been included to explain the main events and transactions that occurred to enable the understanding of changes in financial position and performance of operations since the issuance of the annual financial statements for the year ended December 31, In preparing these interim financial statements, management used judgments, estimates and assumptions that affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and assumptions are reviewed on an ongoing basis and have not changed in relation to the financial statements of December 31, The presentation of the Statement of Value Added ( DVA ) is required by Brazilian corporate law and the accounting practices adopted in Brazil applicable to publicly traded companies. IFRS does not require the presentation of such statement. As a result, under IFRS, such statement is presented as supplementary information. On November 5, 2015, the Company s management approved and authorized the issuance of these interim financial statements. Presentation of segment information Operating segment information is presented consistently with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, responsible for allocating resources and assessing performance of the operating segments is the Executive Board, also responsible for making the strategic decisions of the Company and its subsidiaries. With the acquisition of ALL, management initiated an internal restructuring that led to the creation of two vice-presidencies, the first focused on South operations (comprised of railway and transshipment in the concession area of ALL Malha Sul and ALL Malha Oeste) and the second focused on the North Operations (composed by railway operations, transshipment and port elevation in the areas of the Company's concession, ALL Malha Norte and ALL Malha Paulista). A third segment includes Brado, the Company's indirect subsidiary focused on container operations and the container operations of other group companies. Therefore, the Company now discloses three segments: (i) North Operations, (ii) South Operations, and (iii) Container Operations. 19

20 and Basis of consolidation The consolidated interim financial statements include the financial statements of the Company and its subsidiaries, listed below: Directly and indirectly controlled December 31, 2014 Subsidiaries Direct Logispot Armazéns Gerais S.A % 51.00% Rumo Um S.A % Rumo Dois S.A % ALL América Latina Logística S.A % - Indirect ALL Intermodal S.A % - ALL Malha Oeste S.A % - ALL Malha Paulista S.A % - ALL Malha Sul S.A % - ALL Malha Norte S.A % - ALL Participações S.A % - ALL Armazéns Gerais Ltda % - Portofer Ltda % - Boswells S.A % - Brado Holding S.A % - Brado Logística e Participações S.A % - Brado Logística S.A % - Tezza Consultoria de Negócios Ltda % - ALL Equipamentos Ltda % - ALL Argentina S.A % - ALL Mesopotâmica S.A % - ALL Central S.A % - Paranaguá S.A % - ALL Rail Management Ltda % - PGT S.A % - Associates (Equity) Rhall Terminais Ltda % - Termag S.A % - TGG S.A. 9.92% - Terminal XXXIX S.A % Hedge The Company entered into bilateral loans denominated in US Dollars through Resolution 4,131/62 denominated in US$ equivalent to R$ 409,271. The currency exposure in US$ of these operations was protected with SWAP transactions exchanging indexes and eliminating the risk of currency fluctuations. The fair value changes of the contracted derivative are recognized through profit or loss. 20

21 and 2014 The Company has designated these loan agreements as liabilities measured at fair value through profit or loss in order to eliminate or at least significantly reduce the measurement inconsistency that would otherwise arise from measurement and recognition of gains and losses on loans and derivatives on different bases. As a result, the fair value fluctuations on these loans are recognized through profit or loss Business combination Business combinations are recognized using the acquisition method. The transferred consideration for the acquisition is generally measured at fair value, as well as the identifiable net assets acquired and liabilities assumed. Any resulting goodwill is tested annually for impairment. Transaction costs are charged to income as incurred, except costs related to the issuance of debt instruments or equity. The consideration transferred does not include amounts related to pre-existing relationships payments. These amounts are generally recognized in the income statement Non-current assets held for sale and discontinued operations The Company classifies non-current assets as held for sale if their carrying amounts are recoverable mainly through sale rather than through continued use. Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less selling costs. Classification criteria as held for sale are considered met only when the sale is highly probable and the asset is available for immediate sale. Management must be committed to the completion of the sale within one year from the date of classification. Discontinued operations are excluded from the results from continuing operations and are presented as a single line item in the income statement. Additional disclosures are presented in note 26. All other notes to the financial statements include amounts for continuing operations, unless otherwise stated Deferred income Substantially comprised of amounts received from clients for investment in fixed assets in return of a rail service contract requiring future performance of services by the Company New standards and interpretations not yet adopted The following new standards and interpretations were issued by the IASB but are not effective for the year Early adoption of standards, although encouraged by the IASB, is not permitted in Brazil by the Brazilian Accounting Pronouncements Committee (CPC), which has not yet issued its version of these standards. 21

22 and 2014 IFRS 9 - "Financial instruments" addresses the classification, measurement and recognition of financial assets and liabilities. The full version of IFRS 9 was published in July 2014, effective as of January 1, Management is evaluating the full impact of its adoption. IFRS 15 - "Contract Revenue from Customers" - This new standard provides the principles that an entity applies to determine the measurement of revenue and when it is recognized. It is effective on January 1, 2018 and supersedes IAS 11 - "Construction Contracts", IAS 18 - "Income" and their related interpretations. Management is evaluating the impact of its adoption. There are no other IFRS or IFRIC interpretations that are not yet effective and that are expected to have a significant impact on the Company Cash flow non cash transactions During the nine-month period ended, the Company made the following non cash transactions that are not reflected in the statement of consolidated cash flows: Acquisition of net assets of ALL in the amount of R$ 2,567,669 through the issuance of equity instruments, except for the cash acquired in the transaction of R$ 169,703 (Note 3). Finance lease of locomotives and rail cars in the amount of R$ 262,

23 and Business combination As described in note 1, on April 1, 2015, after the necessary approvals of the competent bodies, the Company acquired 100% of the common shares of ALL and through the shareholders' agreement, obtained its control and consolidated its results. The acquisition took place by an exchange of shares, with the issuance by the Company of 1,963,670,770 registered common shares with no par value, representing 65.67% of its equity in exchange for 100% of the share capital of ALL, represented by 681,995,165 common shares. As a result of the acquisition, the Company consolidates its participation strategy in the logistics and infrastructure business in Brazil, by adding approximately 12,000 km of existing rail tracks in ALL concessions. a) Consideration transferred As a basis for measuring the fair value of the consideration transferred, the share price of ALL ("ALLL3") on the BM&FBOVESPA at the close of business on March 31, 2015 was used, at the price of R$ 3.97 per share. Additionally, the value was adjusted for the settlement of pre-existing relationship, as follows: Acquired common shares (681,995,165) at R$ ,707,534 Pre-existing relationship settlement 29,838 Total consideration transferred 2,737,372 Settlement of pre-existing relationship In March 2009, the Company and ALL signed an operating agreement (pre-existing relationship) for the supply of sugar and other grains transportation logistics from the western state of São Paulo to the Port of Santos, in which the Company has port concessions for elevation services. According to the terms of the existing agreement, the Company invested in the construction and improvement of permanent tracks under concession of ALL and acquired rolling stock for use in the transport of products in ALL s rail network, in order to increase ALL s rail freight transport capacity. In exchange for the Company's investments, the agreement stipulated that ALL would provide a certain capacity of rail transport services, as well as compensate the Company through the payment of a contractually fixed fee per ton of product transported by ALL using the rail network and / or by the use of the rolling stock provided by the Company to ALL. This preexisting relationship was settled when the Company acquired ALL. The Company recognized a gain of R$ 29,838 as a result of this settlement and this amount was recognized in the income statement as "other operating income". 23

24 and 2014 The fair value measurement of the pre-existing relationship was based on the difference between the value of the investment made by the Company and the discounted cash flow return on this investment, considering the contractually agreed volume and rate. b) Identifiable assets acquired and liabilities assumed The preliminary fair value of assets acquired and liabilities assumed is as follows: Fair value of identifiable assets acquired and liabilities assumed Cash and cash equivalents 169,703 Marketable securities 940,689 Accounts receivable 385,367 Inventories 84,326 Other assets 1,617,232 Property and plant 7,225,047 Intangible assets 7,500,080 Loans and financing (3,782,919) Debentures (2,856,304) Finance lease (1,857,947) Real estate credit certificates (340,255) Suppliers payable (890,153) Lease and concession (1,974,280) Provision for judicial demands (553,094) Other liabilities (1,563,425) Deferred income and social contribution taxes (1,125,795) Non-controlling interest (240,900) Total net identifiable assets 2,737,372 Measurement of fair values In measuring fair values management used valuation techniques considering market prices for similar items, replacement costs, discounted cash flow, among others. Since this is a preliminary measure of fair value, if new information obtained within one year from the date of purchase, on facts and circumstances that existed at the acquisition date, indicate adjustments to the amounts mentioned above, or any additional liability that existed at the acquisition date, the purchase price allocation will be revised. The Company has elected to measure the non-controlling interest on Brado indirect subsidiary controlled by ALL - based on the proportionate interest in the recognized amount of fair value of identifiable net assets of Brado. Accounts receivable fair value of R$ 385,367 is net of an allowance of R$ 51,

25 and 2014 The acquisition-related costs were recorded in "other operating expenses" in the income statement in the amount of R$ 5,295. The consolidated income statement includes, from the acquisition date - April 1, 2015, revenue and profit of R$ 2,277,132 and R$ 21,021, respectively, generated by ALL and its subsidiaries. If ALL had been consolidated from January 1, 2015, the consolidated income statement for the 9 month period ended would present revenue of R$ 3,548,149 and a loss of R$ 237, Cash and cash equivalent Parent Company December 31, 2014 December 31, 2014 Cash and bank accounts 12,528 5,857 19,175 6,097 Financial investments (i) 7,018 68,969 50,525 79,378 19,546 74,826 69,700 85,475 (i) The financial investments were as below: Exclusive funds Parent Company December 31, 2014 December 31, 2014 Repurchase transactions 3,773 54,674 3,773 63,298 Bank deposit certificates - CDBs 3,245 11,314 31,305 13,099 7,018 65,988 35,078 76,397 Bank investments Bank deposit certificates - CDBs ,801 - Repurchase transactions - 2,981 4,646 2,981-2,981 15,447 2,981 7,018 68,969 50,525 79,378 25

26 and Marketable securities Current assets 30, 2015 December 31, 2014 CDB investments linked to BNDES loans 196,059 - Government bonds 682, Accounts receivable 879,027-30, 2015 Parent Company December 31, , 2015 December 31, 2014 Domestic and foreign 31, , , ,500 Allowance for doubtful accounts (1,115) (22,065) (29,765) (22,122) 30, , , ,378 Current 30,691 40, ,610 42,685 Non-current - 446,693 22, ,693 The reduction in the consolidated balance refers mainly to the elimination of accounts receivable from ALL due to its consolidation with the acquisition of control on April 1, Regarding the Parent Company, balances receivable from ALL were reclassified to related parties. 7. Other recoverable taxes Parent Company December 31, 2014 December 31, 2014 Contribution to social security financing ( COFINS ) 7, ,383 - Social integration program ( PIS ) 1,625-71,303 - Tax on circulation of goods, transport services and communication ( ICMS ) (i) ,062 - ICMS - CIAP (ii) ,569 - Other ,614-9, ,931 - Current 9, ,437 - Non-current ,494 - (i) ICMS credit on the acquisition of inputs and diesel used in transport services. (ii) ICMS credit arising from acquisitions of fixed assets. 26

27 and Related parties a) Summary of the main balances and transactions with related parties Current assets Commercial operations Parent Company December 31, 2014 December 31, 2014 Cosan S.A. Indústria e Comércio 1,554 1,486 1,632 1,564 Raízen Energia S.A. and subsidiaries 17,856 9,921 18,963 9,947 Raízen Combustíveis S.A ,255 - Other Corporate operations / agreements 19,666 11,635 24,889 11,715 Other ,666 12,612 24,889 12,692 Non-current assets Commercial operations Parent Company December 31, 2014 December 31, 2014 ALL - América Latina Logística S.A. (i) 541, , , (i) The balance receivable on from ALL refers mainly to leased rolling stock. 27

28 and 2014 Current liabilities Commercial operations Parent Company December 31, 2014 December 31, 2014 Cosan S.A. Indústria e Comércio 5,049 3,342 5,049 3,342 ALL - América Latina Logística S.A. (i) 134, Raízen Energia S.A. and subsidiaries 12,116 16,441 12,406 16,542 Cosan Lubrificantes e Especialidades S.A , Raízen Combustíveis S.A. (ii) 1-62,618 - Logispot Armazéns Gerais S.A. 1, Other ,444 21,064 85,056 20,292 (i) The balance payable on to ALL refers to rail transport services provided. (ii) The balance payable on to Raízen Combustíveis refers to purchases of fuel. b) Summary of transactions with related parties July 1, 2015 to Parent Company January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Services Raízen Energia S.A. and subsidiaries (i) 98, ,140 75, ,899 ALL - América Latina Logística S.A. 67, , Other , , ,718 75, ,286 Shared expenses Cosan S.A. Indústria e Comércio (3,908) (6,621) (2,440) (7,221) Raízen Energia S.A. (1,229) (3,571) (1,090) (3,869) (5,137) (10,192) (3,530) (11,090) Purchases Raízen Combustíveis S.A. - (12) (11) (729) Logispot Armazéns Gerais S.A. (1,572) (6,444) (4,861) (10,650) ALL - América Latina Logística S.A. (59,342) (63,318) - - Brado Logística S.A - (14,682) - - Cosan Cayman Finance Lim (3) (3) - - Cosan Lubrificantes e Especialidades (51) (154) - - (60,968) (84,613) (4,872) (11,379) Financial result Rezende Barbosa S.A. Administração e Participações Other - (9) (i) The balances in the three- and nine-month periods ended with Raizen Energia and its subsidiaries refer mainly to transport storage and port elevation services. 28

29 and 2014 July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Services Raízen Energia S.A. and subsidiaries (i) 99, ,998 77, ,478 Raízen Combustíveis S.A. (ii) 28,155 55, Other , , ,516 77, ,865 Shared expenses Cosan S.A. Indústria e Comércio (3,908) (6,621) (2,440) (7,221) Raízen Energia S.A. (2,313) (4,857) (1,189) (4,190) (6,221) (11,478) (3,629) (11,411) Purchases Raízen Combustíveis S.A. (iii) (200,570) (202,334) (11) (729) Cosan Cayman Finance Lim (3) (3) - - Cosan Lubrificantes e Especialidades (11,793) (20,546) - - (212,366) (222,883) (11) (729) Financial result Rezende Barbosa S.A. Administração e Participações Raízen Energia S.A. (9) (9) - - Outros (9) (i) The balances in the three- and nine-month periods ended with Raizen Energia and its subsidiaries refer mainly to transport, storage and port elevation services. (ii) The balances in the three-and nine-month periods ended with Raizen Combustíveis refer to fuel transportation services. (iii) The balances in the three- and nine-month periods ended with Raizen Combustíveis refer to acquisition of fuel. Officers and directors remuneration Fixed and variable remuneration of the statutory officers, board of directors and fiscal board amounts to R$ 5,546 during the nine-month period ended (2014: R$ 2,282), and the entire amount is classified as short-term benefits. 29

30 and Equity method investments (Parent Company) Total shares of the investee Shares held by the Company Percentage of interest (%) Balance at December 31, 2014 Balance at Direct subsidiaries Equity pick-up Business Combination Capital increase Comprehensive income Other Logispot Armazéns Gerais S.A. ("Logispot") 2,040,816 1,040,816 51% 76,108 (650) ,458 ALL 681,995, ,995, % - 20,869 2,707,534 1,320,111 3,738-4,052,252 Rumo Um S.A (5) - Rumo Dois S.A (5) - 76,118 20,219 2,707,534 1,320,111 3,738 (10) 4,127,710 () Indirect associates Total shares of the investee Shares held by the Company Percentage of interest (%) Balance at December 31, 2014 Equity pickup Business combination Other Balance at Rhall Terminais 28,580 8, % ,492-3,614 Termag S.A. 500,000 99, % - (1,732) 6,175-4,443 TGG S.A. 79,747,000 7,914, % - 3,256 16,275-19,531 Terminal XXXIX 200,000 99, % - 2,609 15,343 (250) 17,702-4,255 41,285 (250) 45,290 30

31 and 2014 Information of the associates: Current RHALL TERMINAIS LTDA. 30, 2015 TERMINAL XXXIX 30, 2015 TERMAG S/A 30, 2015 TGG S/A 30, 2015 Assets 6,735 17,050 26,290 61,296 Liabilities 662 6,450 15,526 50,634 Net current assets 6,073 10,600 10,764 10,662 Non-current Assets 6,736 31, , ,951 Liabilities 762 6, ,448 11,307 Net non-current assets 5,974 24,804 11, ,644 Equity 12,047 35,404 22, ,306 Result for the period 371 6,013 (2,250) 38,091 31

32 and Property and equipment December 31, 2014 Useful life in years Cost Accumulated Depreciation Net Net Improvements / Overhauls on concession assets Locomotives ,252 (26,808) 652,444 - Freight cars ,462 (19,131) 23,331 - Track structure ,468,861 (35,743) 1,433,118 - Other ,217 (4,413) 102,804-2,297,792 (86,095) 2,211,697 - Own fixed assets in operation Track structure ,763,293 (67,644) 1,695,649 - Freight cars ,591 (22,571) 560, ,544 Locomotives ,871 (53,276) 723, ,762 Buildings and Improvements ,845 (79,669) 333, ,908 Machinery equipment installations ,508 (166,857) 337, ,986 Land and rural properties 110, ,112 58,612 Replacement parts 70,211-70,211 - Furniture and fixtures and computer equipment ,577 (6,070) 14,507 2,481 Frequent replacement of parts and components 23,243 (3,992) 19,251 - Other ,170 (14,161) 227,009 99,162 4,505,421 (414,240) 4,091,181 1,084,455 Leases Locomotives ,375 (14,115) 815,260 - Freight Cars ,198,207 (66,951) 1,131,256 - Terminals ,098 (5,057) 119,041 - Equipment ,966 (864) 6,102-2,158,646 (86,987) 2,071,659 - Construction in Progress Track structure 427, ,356 - Other 320, , , ,896-9,709,755 (587,322) 9,122,433 1,084,455 32

33 and 2014 Parent Company Land, buildings and improvements Machinery, equipment and facilities Freight cars and locomotives Construction in progress Track structure Others Total Total Cost: At December 31, , , ,993 99,135-5,046 1,341,968 1,199,952 Additions 23,896 7, , , ,355 5,783 1,152, ,058 Business combination ALL 252,487 82,664 2,946,849 57,085 3,409, ,852 7,225,046 - Disposals - (1,947) (1,473) - (4,076) (28,684) (36,180) (610) Transfers 26,946 49,038 (1,054) 9,524 (60,874) 2,982 26, At 647, ,474 4,109, ,539 3,659, ,979 9,709,754 1,623,891 Depreciation: At December 31, 2014 (68,207) (131,081) (55,688) - - (2,537) (257,513) (241,085) Additions (16,501) (37,498) (142,543) - (93,102) (26,714) (316,358) (48,842) Disposals - 1, , Transfers (18) 20 (5,836) - (10,567) (233) (16,634) 1 At (84,726) (167,289) (203,286) - (103,389) (28,631) (587,321) (289,842) At December 31, , , ,305 99,135-2,509 1,084, ,867 At 562, ,185 3,905, ,539 3,556, ,348 9,122,433 1,334,049 At, the bank loans were secured by wagons and locomotives for an amount of R$ 3,413,813 (R$ 464,304 at December 31, 2014). Capitalization of borrowing costs During the nine-month period ended, borrowing costs capitalized amounted to R$ 48,011 (R$ 29,825 at 30, 2014). The weighted average rate of financial charges or borrowings, used for capitalization of interest on the balance of construction in progress, was 6.72% p.a until (5.58% p.a for the nine-month period ended 30, 2014). 33

34 and Intangible assets Parent Company Goodwill (i) Improvements in licenses Concession public concessions Rights and operation Other Total Total Cost: At December 31, , ,755 3, , ,404 Additions ALL acquisition - 7,420,367-79,713 7,500,080 - Disposals (ii) - - (495,116) - (495,116) - Transfers - - (392) 1,938 1,546 (822) At 100,451 7,420, ,247 85,977 7,982, ,950 Amortization At December 31, (113,433) (1,261) (114,694) (114,687) Additions - (58,783) (34,179) (5,197) (98,159) (34,855) Disposals (ii) ,646-15,646 - Transfers (1) At - (58,783) (131,966) (6,458) (197,207) (149,543) At December 31, , ,322 2, , ,717 At 100,451 7,361, ,281 79,519 7,784, ,407 (i) Goodwill arising from business combinations, of which R$ 62,922 of previously direct subsidiary Teaçú Armazéns Gerais S.A. merged by the Company, and R$ 37,529 of direct subsidiary Logispot presented only in consolidated. (ii) This refers to the elimination of intangible assets related to the investment in the network of ALL since it was acquired by the Company on April 1,

35 and 2014 Intangibles (other than goodwill) Annual rate of amortization December 31, 2014 Software (a) 20% 14,623 2,480 Operating license and customer base (b) 3.7% 243, ,825 Right of way on public concessions (c ) 5.93% - 506,497 Public concession rights (d) 1.56% 7,361,584 - Other 64,896 - Total 7,684, ,802 a) Refers mainly to the business management system - ERP of the Company b) Port operation license and relationships with the Company's customers, from the Teaçú business combination. c) Refers to the improvements made to the railways under concession and operated by ALL until March 31, 2015, when ALL was acquired by the Company. d) Refers to the concession rights acquired, allocated to Malha Norte concession upon the business combination of ALL, which will be amortized the term of this concession by The Company annually tests the recoverable amount of goodwill arising from expected future results of business combinations. The assets subject to depreciation and amortization are tested only if there are indicators that the carrying amount is not recoverable. 35

36 and Loans and borrowings Description Index Financial charges (a) Parent Company Average interest rate December 31, 2014 December 31, 2014 Maturity date Finame Pré-fixed 4.27% 504, , , , Long-term interest rate reference 8.47% unit( URTJ LP ) 432, , , , Finem Pré-fixed 4.02% - - 4,717 3, URTJLP 8.25% - - 2,404,349 13, Consumer price index 17.95% ( IPCA ) - - 3,965 3, SELIC 15.85% - - 5, UMBNDES 10.16% - - 1, FRN Dollar (US$) 2.63% 200, , Loan 4131 Dollar (US$) 3.13% 208, , Commercial banks % of CDI 14.13% - - 1, CDI + spread 17.87% , Pré-fixed 20.98% - - 4, Debentures URTJLP 8,00% - - 2, Nonconvertible debentures % of CDI 15.26% , Pré-fixed 10.1% , % Net revenue , CDI + spread 16.16% 1,431,536-2,233, FCO Pré-fixed 4.12% - - 3, NCE Dollar (US$) 3.4% , % of CDI 15.70% , ,777, ,788 8,311, ,709 Current 181, ,893 1,398, ,425 Non-current 2,596, ,895 6,912, ,284 a) Financial charges at, unless otherwise indicated. 36

37 and 2014 All loans and borrowings are secured by guarantees of the Company and its subsidiaries, in the same amounts and conditions of the debt funded. For financing of locomotives and freight cars, the financed assets are pledged as collateral. Some financing agreements with the BNDES are also guaranteed, according to each contract, by a bank guarantee, with the average cost of 1.55% p.a. or by collateral (assets) and an escrow account. To calculate the average rates, average annual CDI of 14.13% and TJLP of 6.5% were used. Unused credit lines At, the Company and its subsidiaries had lines of credit for financing from BNDES, which were unused, totaling R$ 1,455,461. These credit lines are directed to support investment in infrastructure and modernization of rolling stock (freight cars and locomotives) until Financial covenants The Company and its subsidiaries are subject to certain financial covenants in most loans and financing agreements, based on certain financial and non-financial rations. Financial ratios are: (i) consolidated net debt / EBITDA; (ii) EBITDA / consolidated financial result (considers only interest on debentures, loans / financing and derivative activities); (iii) equity / net assets, being item (iii) applicable only to BNDES. Except for BNDES, whose measurement is required annually, a quarterly measurement is required on the date of the financial statements, using the consolidated financial statements. On December 31, 2014, ALL failed to meet certain covenants for which waivers were later obtained from creditors releasing ALL from early call of the debt. Except for BNDES, whose new net debt indicators (EBITDA and ICD) are yet to be set, all other creditors have agreed to a ratio of up to 5.5x net debt / EBITDA. If the negotiations with BNDES require a lower leverage ratio, such ratio will be extended to all other creditors with equivalent covenants conditions. On, quarterly financial covenants were met within the new established standards. Debentures have covenants in similar conditions to those described and also had their covenant net debt / EBITDA ratio adjusted to 5.5x. 37

38 and 2014 The installments on long-term, net of amortization of issuing costs have the following scheduled maturities: Parent Company 30, 2015 December 31, , 2015 December 31, to 24 months 561, ,234 1,429, , to 36 months 1,555, ,234 3,082, , to 48 months 157, , , , to 60 months 111, , , , to 72 months 83,587 60, ,877 63, to 84 months 50,459 35, ,773 38, to 96 months 37,970 6,647 96,491 7,247 Thereafter 38, , ,596, ,895 6,912, ,284 On and December 31, 2014, carrying value approximates fair value of debt. 13. Other taxes payable Parent Company December 31, 2014 December 31, 2014 Description Contribution to social security financing ( COFINS ) - 1,846 1,901 1,919 Social integration program ( PIS ) National social security institute ( INSS ) 1,635 1,508 4,460 1,687 Tax on circulation of goods, transport services and communication ( ICMS ) 53 1,025 4,134 1,025 Recovery program ( Refis ) , Other 1,561 1,303 11,457 1,377 4,151 6,959 53,259 7,300 Current 4,151 6,959 27,758 7,300 Non-current ,501-38

39 and Income tax and social contribution a) Reconciliation of income tax and social contribution expenses: Description July 1, 2015 to January 1, 2015 to Parent Company July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Income before income taxes (50,413) (23,541) 56, ,499 Income tax and social contribution expense at nominal rate (34%) 17,140 8,004 (19,275) (47,430) Adjustments to determine the effective rate: Equity pick-up (11,267) 6, Other (17) 1, Income (expense) tax and social contribution 5,856 16,825 (18,843) (46,910) Effective rate % 11.62% 71.47% 33.24% 33.63% 39

40 and 2014 Description July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Income before income taxes (43,039) 50,631 57, ,743 Income tax and social contribution expense at nominal rate (34%) 14,633 (17,215) (19,616) (47,513) Adjustments to determine the effective rate: Equity pick-up 1,385 1, Rate difference on deemed profit taxation method (156) Goodwill amortization tax (realization) Unrecognized NOLs and temporary differences (26,618) (53,903) - - Exploration profit - tax incentive 11,850 20, Other Income (expense) tax and social contribution 1,916 (47,036) (19,371) (47,048) Effective rate % 4.45% 92.90% 33.58% 33.67% 40

41 and 2014 b) Deferred corporate income tax (IRPJ) and social contribution (CSLL) assets and liabilities: Parent Company December 31, Description 2014 Basis IRPJ 25% CSLL 9% Total Tax losses: Tax losses carry forwards income tax 78,952 19,738-19,738 - Tax losses of social contribution 104,035-9,363 9,363 - Temporary differences: Exchange variation - Cash basis 140,382 35,096 12,634 47,730 - Derivatives (78,809) (19,702) (7,093) (26,795) - Accelerated depreciation (234,995) (58,749) - (58,749) (65,020) Tax goodwill amortized (13,786) (3,447) (1,241) (4,688) 8,398 Review of useful life (161,986) (40,497) (14,579) (55,076) (41,669) Business combination - Fixed assets (137) (34) (12) (46) (405) Business combination - Intangible assets (241,645) (60,411) (21,748) (82,159) (85,154) Provision for judicial demands 15,525 3,881 1,397 5,278 4,488 Provision for profit sharing 14,517 3,629 1,307 4,936 3,348 Allowance for doubtful accounts 1, ,502 Other (38,332) (9,583) (3,449) (13,032) (1,335) Total (129,800) (23,321) (153,121) (169,847) 41

42 and 2014 December 31, Description 2014 Basis IRPJ 25% CSLL 9% Total Taxes losses: Taxes losses carry forwards income tax 4,907,456 1,226,864-1,226, Tax losses of social contribution 4,934, , , Temporary differences: Exchange variation - Cash basis 139,962 34,990 12,597 47,587 - Derivatives (78,808) (19,702) (7,093) (26,795) - Accelerated depreciation (307,811) (76,953) - (76,953) (65,020) Tax goodwill amortized 94,925 23,731 8,543 32,274 8,398 Review of useful life (161,986) (40,497) (14,579) (55,076) (41,670) Business combination - Fixed assets 802, ,664 72, ,903 (27,156) Business combination - Intangible assets (7,612,092) (1,903,023) (685,088) (2,588,111) (85,154) Impairment provision 1,003, ,982 90, ,335 - Provision for judicial demands 543, ,775 48, ,654 4,549 Provision for profit sharing 66,037 16,509 5,943 22,452 3,447 Allowance for doubtful accounts 60,431 15,108 5,439 20,547 7,522 Other 699, ,883 62, ,841 (1,417) (-) Unrecognized credits (4,187,177) (1,046,794) (376,846) (1,423,640) - Total (1,007,463) (332,554) (1,340,017) (195,723) Deferred income tax - Assets 1,380, Deferred income tax - Liabilities (2,720,349) (196,598) Total deferred taxes (1,340,017) (195,723) 42

43 and 2014 c) Changes in deferred taxes (net): Parent Company January 1, 2015 to January 1, 2015 to Deferred tax at the beginning of the year (169,847) (195,723) Income statement 16,726 (20,116) Business combination ALL - (1,125,795) Other - 1,617 Deferred tax at the end of the period (153,121) (1,340,017) 15. Accounts payable - suppliers The balance of the Company and its subsidiaries account payable consists of: 30, 2015 Parent Company December 31, , 2015 December 31, 2014 Material ,375 - Service 92, , , ,289 Fuels and lubricants ,575 - Other ,060 - Total 92, , , ,289 Current liabilities 92, , , ,289 Non-current liabilities (i) - - 1,391 - (i) Presented in the balance sheet under "other accounts payable" in noncurrent liabilities. 16. Provision for judicial demands Parent Company December 31, 2014 December 31, 2014 Tax 2,961 1,765 65,549 1,825 Civil, regulatory and environmental , Labor 12,564 11, ,927 11,541 15,525 13, ,589 13,378 43

44 and 2014 Judicial deposits at and December 31, 2014, were as follows: Parent Company December 31, 2014 December 31, 2014 Tax 5,178 5,123 21,764 5,123 Civil, regulatory and environmental , ,815 20,321 Labor 5,458 4, ,015 4,227 11,172 29, ,594 29,671 Changes in the provision were: Tax Parent Company Civil, regulatory and Labor environmental Total Balance at December 31, , ,421 13,198 Write-offs (503) (12) (886) (1,401) Additions 1,134-1,290 2,424 Monetary restatement ,304 Balance at 2,961-12,564 15,525 Tax Civil, regulatory and Labor environmental Total Balance at December 31, , ,541 13,378 Others movements (6,406) (5,938) Installment - (2,392) (13,928) (16,320) Write-offs (10,801) (713) (4,890) (16,404) Business combination ALL 66, , , ,094 Additions 10,458 5,352 5,237 21,047 Monetary restatement 4,013 4,673 4,046 12,732 Balance at 65, , , ,589 44

45 and 2014 a) Tax Judicial claims deemed as probable losses: Parent Company December 31, 2014 December 31, 2014 ICMS - Credit materials (i) ,889 - Compensation of PIS and COFINS 1,072 1,036 2,739 1,037 Other 1, , ,961 1,765 65,549 1,825 (i) ICMS - Credit on inputs: The accrued amounts refer to essentially the disallowance of ICMS credits on acquisition of production inputs. In the opinion of the tax authorities, such inputs would be classified as consumable materials, not entitled to VAT credits. Judicial claims deemed as possible losses: Parent Company December 31, 2014 December 31, 2014 Financial operations abroad (i) ,551 - Goodwill ALL (ii) ,322 - Isolated fine - PIS and COFINS / REPORTO (xii) 251, ,766 - ICMS - Export (vi) ,911 - MP 470 installment debts (iii) ,224 - PIS / COFINS Mutual Traffic (iv) ,201 - Intermodal (v) ,441 - PIS and COFINS - - 2,847 - IR/CSLL - Labor provision (xiv) ,668 - Withholding income tax ("IRRF") Swap (vii) ,709 - Stock option plan (viii) ,399 - PIS/COFINS Malha Sul (ix) ,004 - Social Security Contributions (xi) ,135 - ICMS Armazéns Gerais (x) ,126 - IOF on loan (xiii) ,593 - Other 22,711 18, ,249 18, ,477 18,215 2,504,146 18,215 45

46 and 2014 (i) Financial operations abroad: Tax assessment notices issued to require differences in income tax, social contribution, PIS and COFINS, for the calendar years 2005 to 2008 as a result of the following alleged violations: (a) improper deduction from taxable income and CSL calculation basis of financial costs arising from loans with foreign financial institutions, (b) improper exclusion from taxable income and CSL calculation basis of financial income from securities issued by the Government of Austria and the Government of Spain, (c) no inclusion, in the income tax and CSL calculation basis, of gains earned in swap operations, and nontaxation of financial income resulting from these contracts by PIS and COFINS, (d) improper exclusion from taxable income and the CSLL calculation basis, using PIS and COFINS credits, (e) improper exclusion from taxable income and CSL calculation using deferred CSL. (ii) Goodwill ALL S.A.: Tax assessment notices issued by the tax authorities in 2011 and 2013 against ALL Holding concerning: a) disallowance of amortization expense deduction based on future profitability as well as financial expenses; b) non-taxation of supposed capital gain on disposal of equity interest in a company of the group. (iii) MP 470 installment payment of debts: The tax authorities partially rejected the installment requests for federal tax debts made by Malha Sul and Intermodal, arguing that the NOLs offered by the companies were not sufficient to discharge their existing debts. The probability of loss is considered possible, since the NOLs existed and were available for such use. (iv) PIS / COFINS Mutual Traffic: Tax authorities assessed ALL Malha Paulista under non-taxation by PIS and COFINS by revenues from mutual traffic and rite of passage billed against ALL Malha Norte. The chance of loss is considered possible as tax already has been collected by the concessionaire responsible for transporting from origin. (v) Intermodal: Tax assessment against ALL Intermodal issued by the tax authorities concerning the disallowance of expenses relating to the payment of variable lease installments. The chance of loss is considered possible, since the expense is ordinary and necessary to the company's operations. (vi) ICMS - Export: The state tax authorities assessed the rail concessions by non-taxation of VAT (ICMS) on invoices for the provision of rail freight services for export. All assessments were contested, since there is a favorable position to taxpayers in the higher courts, based on the Federal Constitution and Complementary Law 87/1996. (vii) IRRF Swap: ALL Malha Paulista had part of its credit balance used to offset income tax partially disallowed by the tax authorities on the grounds that the Company would not be entitled to offset withholding tax on swap operations. (viii) Stock Option Plan: Tax assessment notice issued by the federal tax authorities due to no taxation by social security contribution of the Company's stock option plans offered to its employees, based on the understanding that they had compensation nature for services rendered. (ix) PIS / COFINS Malha Sul: In 2012, ALL filed an application for refund of PIS / COFINS on fuels on the grounds that the amounts charged in the price exceeded the value of the actual credit. It turns out that tax authorities did not recognize the request for refund and imposed a fine for what they consider an improper request. ALL appealed and is awaiting an administrative decision on the issue. (x) ICMS Armazéns Gerais: In 2013, ALL Armazéns Gerais São Paulo branch received a tax assessment from State of São Paulo tax authorities on the grounds that the company was not authorized to operate as a general warehouse in that state. The company appealed at the administrative level. The company is duly registered with the commercial registry with the corporate purpose of general warehouse, as well as it has the same object registered in the Federal Revenue Service and state tax authorities. At the time of the release of the state registration, the tax authorities allowed the company's activities, including issuance of invoices. (xi) Social Security Contributions: The federal tax authorities assessed ALL Malha Paulista for the nonpayment of social security contributions on certain indemnification labor payments. The probability of loss is considered possible cud to the nature of the funds and their eventuality characteristic. (xii) Isolated fine - PIS / COFINS / REPORTO: The Company was assessed due to the disregard of the tax benefits of REPORTO (PIS and COFINS suspension), on the grounds that the locomotives and freight cars purchased in 2010 were used outside the limit area of the port. Therefore, the Company was assessed to pay PIS and COFINS, as well as an isolated fine corresponding to 50% of the value of acquired assets. (xiii) IOF on loan: Federal tax authorities intends to enforce the incidence of IOF on current accounts held by the parent company with subsidiaries / affiliates (most of the assessment amount). In the opinion of the tax authorities, the use of an general ledger account named advances to related parties without formal agreement characterizes the existence of a current account, that should be charged IOF due according to revolving credit operations regulations. The tax assessments are still being challenged at the administrative level. 46

47 and 2014 (xiv) Income tax / social contribution - Labor provisions: Notice of violation requiring income tax and social contribution for the year 2009 on the grounds of the ALL would have excluded from taxable income labor provisions. Tax authorities understand labor provisions charges were made by ALL without individualization processes (provisions and reversals), which would impact the tax calculation. The loss is possible, considering the statute of limitations and that ALL complied with all tax rules relating to the addition and exclusion of provisions in the calculation of income tax and social contribution. b) Civil, regulatory and environmental Judicial claims deemed as probable loss: Parent Company December 31, 2014 December 31, 2014 Civil (i), regulatory (ii) and environmental (iii) , , Judicial claims deemed as possible losses: Parent Company December 31, 2014 December 31, 2014 Civil (i) 19,535 17,539 1,128,836 17,539 Regulatory (ii) ,564 - Environmental (iii) ,188-19,535 17,539 1,717,588 17,539 (i) Civil: The subsidiaries are parties to various civil lawsuits involving discussions for damages in general, such as collisions in passages levels, rail running over, traffic accidents, possessory actions, extrajudicial collection and contractual rights and obligations with customers. For the civil claims, management based on the opinion of its legal counsel, assessed the circumstances and recognized provisions for probable losses in amounts deemed sufficient and appropriate, representing at the reporting date, its best estimate of the disbursement that may be required to settle the disputes. (ii) Regulatory: Refers mainly to fines and discussions with ANTT. (iii) Environmental: These amounts arise from assessments made by CETESB (SP), IBAMA and Municipal Environmental authorities mostly due to soil and water contamination due to the overflow of products and noncompliance with conditions imposed by operation licenses. Measures are being adopted to reduce the existing liabilities, as well as repairing and prevention measures related to the environment. 47

48 and 2014 c) Labor Judicial claims deemed as probable loss: Parent Company December 31, 2014 December 31, 2014 Labor (i) 12,564 11, ,927 11,541 12,564 11, ,927 11,541 Judicial claims deemed as possible loss: Parent Company December 31, 2014 December 31, 2014 Labor (i) 71,013 61, ,547 61,915 71,013 61, ,547 61,915 (i) The Company and its subsidiaries discuss several labor claims filed by former employees and employees of service providers to cover losses that are considered probable. The actions in progress, mostly claims on overtime, night shift, unsanitary and dangerous conditions, any breach of regulatory MTE standards, job reinstatement, compensation for work accidents and reimbursement of payroll discounts, such as confederation dues, union dues and others, recognition of nonstop work shift, standby compensation, salary differences and others. 48

49 and Leases Finance leases The Company and its subsidiaries have lease agreements, mainly of railcars and locomotives, classified as finance leases. The balances of liabilities related to finance lease agreements are: Less than a year Between one and five years More than five years Total Future minimum lease payments 767,975 1,323, ,772 2,405,748 Rolling stock 743,779 1,234, ,726 2,167,544 Terminal 24,197 88, , ,204 Interest in the parcel 230, ,637 56, ,103 Rolling stock 214, ,883 22, ,752 Terminal 16,774 49,754 33, ,351 Present value of minimum payments 537,047 1,028, ,234 1,823,645 Current liabilities 537,048 Non-current liabilities 1,286,597 Leases have various terms, the latter due to end in June The amounts are adjusted annually for inflation (IGP-M and IPCA) or may incur interest calculated based on the TJLP or CDI. Operating lease Total future minimum lease payments Assets Up to 1 year From 1 to 5 years Over 5 years Total Locomotives 12,898 3,115-16,013 Rail cars 6,396 19,469 14,768 40,633 Total 19,294 22,584 14,768 56,646 Operating leases payments (rentals) are recognized as expenses on a straight line basis over the term of the contracts. 49

50 and Lease and Concessions The Company and its subsidiaries recognize expenses related to operating leases arising from the concession and concession liabilities on a straight line basis over the term of the contracts. The lease and concession liabilities represent the updated value of the grants acquired, net of payments made by the reporting date, as follows: Leases Concessions Total Amounts payable: Malha Sul 39,125 26,017 65,142 Malha Paulista - 24,201 24,201 39,125 50,218 89,343 Amounts under judicial discussion: Malha Paulista 1,125,209 1,559 1,126,768 Malha Oeste 861,762 56, ,830 1,986,971 57,627 2,044,598 Total 2,026, ,845 2,133,941 Current liabilities 19,545 Non-current liabilities 2,114,396 2,133,941 Amounts under judicial discussion The Company is challenging in court the economic and financial unbalance of certain Lease and Concession Agreements. In May 2005, ALL Malha Paulista filed a Declaratory Action in the 20th Federal Court of Rio de Janeiro questioning the economic and financial unbalance of its Lease and Concession Agreements, due to the high disbursement incurred by ALL Malha Paulista for the payment of labor judicial proceedings and other costs involved, which are the responsibility of Rede Ferroviária Federal S.A. (predecessor owned by the federal government). ALL Malha Paulista required an expert new value calculation for the lease and concession installments, as well as suspension of the payment of due and falling due installments until the effective expert inspection for determination of the adequate value. In July 2005, an injunction was granted. In 2005, the said injunction was revoked by the Federal Court of Rio de Janeiro. The value related to the lease installments was being deposited in court until 2007, when the Company obtained a judicial authorization to replace the judicial deposits with a bank guarantee letter. In October 2015 a judgment was issued that partially upheld the action recognizing the occurrence of economic and financial imbalance of the agreements, allowing the Company to compensate part of the amounts claimed against the debt. Nevertheless, the Company believes that all amounts discussed in the process could be compensated, due to the provision of clause 7 of the bidding documents. Management, supported by the opinion of its legal counsel assesses the chances of success as probable for 50

51 and 2014 the value awarded in the decision and as possible regarding severance pay, but continues to recognize the financial liability as it is a contractual obligation not yet removed from the Company. ALL Malha Oeste is claiming the reestablishment of the economic-financial balance of its concession, lost by the cancellation of transportation agreements existing at the time of privatization, which then set a change in the regulatory environment and conditions that were set forth in the Notice of Privatization - growth forecasts used to value the concession deal never materialized. The lawsuit is filed in the 16th Federal Court of Rio de Janeiro. The amounts related to overdue installments were being secured by government bonds (Treasury Bills - LFT). In March 2008, the Company was authorized to replace the collateral by a bank guarantee and, in May 2008, the Company was able to redeem the bonds. In December 2014, a decision recognized the occurrence of economic and financial imbalance of contracts, now remaining the definition from an expert to determine the amount of the imbalance and related aspects. Management, based on the opinion of its lawyers, assesses the chances of success as probable, but continues to recognize the financial liability as it is a contractual obligation not yet removed from the Company. Judicial deposits on concerning the above claims total: Malha Paulista 116,038 Malha Oeste 17, ,728 Judicial deposits are recorded in the line "regulatory" under note Real estate credit certificates The Company and its subsidiaries entered into contracts for rent of terminals that have been securitized and resulted in the transfer of the rights of these credits, the balance of which is: Terminal Rate Maturity Start date 30, 2015 Terminal Intermodal Tatuí-SP 12.38% p.a. March 31, 2018 February 29, ,342 Terminal Alto Araguaia-MT CDI + 2.6% p.a. November 30, 2018 November 28, ,755 Total 306,097 Current liabilities 108,688 Non-current liabilities 197,409 51

52 and Equity a. Common stock The subscribed and fully paid-in capital as of is R$5,451,490 (R$1,099,746 in December 31, 2014) and is represented by 299,015,898 (1,026,488,214 in December 31, 2014) registered common shares with no par value. Changes in capital and shares are as follows: Common stock Ordinary shares Balance at December 31, ,099,746 1,026,488,214 Capital increase (i) 4,351,744 1,963,670,770 Subtotal 5,451,490 2,990,158,984 Reverse stock split - (10:1) Balance at 5,451, ,015,898 (i) The Board of Directors during its meeting held on March 23, 2015, approved the conclusion of the ALL Share Exchange with effect from April 1, b. Capital reserve The Company has a negative capital reserve in of R$ 1,781,811 due to the difference between the capital increase at book value at the time of the incorporation of ALL in the amount of R$ 4,351,744 and the market value of the shares issued considered as consideration transferred in the amount of R$ 2,707,534 (Note 3). c. Dividends At the Board of Directors' Meeting held on February 6, 2015, shareholders approved by unanimous vote and without reservations, the payment of dividends totaling R$ 300,000, consisting of the following amounts: (i) R$ 220,584 from the retained earnings reserve account relating to prior fiscal years, and (ii) R$ 79,416 corresponding to the portion of net income for the fiscal year 2014, of which R$ 27,200 was allocated to the mandatory minimum dividends account and R$ 52,216 allocated in the Company's retained earnings reserve account. 52

53 and Earnings per share Earnings per share are calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are calculated by adjusting the result and the number of shares by the impact of potentially dilutive instruments. The following table sets forth the computation of earnings per share (in thousands, except per share amounts) for the quarter and nine-month period ended 30, 2015 and 2014: Basic and diluted July 1, 2015 to 30, 2015 January 1, 2015 to 30, 2015 July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Numerator Income from operations attributable to controlling shareholders (44,557) (6,716) 37,848 92,589 Denominator Weighted average number of common share - considers reverse stock split 299,015, ,560, ,648, ,648,821 Basic earnings per share R$ (0.149) R$ (0.029) R$ R$ Dilutive effect Brado Logística (R$ 0.009) Dilutive effect BNDES Participações (R$ 0.000) (R$ 0.003) - - Diluted earnings per share R$ (0.158) R$ (0.032) R$ R$

54 and 2014 The minority shareholders of the indirect subsidiary Brado have the right to exercise a Liquidity option provided for in the shareholders' agreement signed on August 05, This option would exchange all Brado shares held by such minority shareholders by shares of ALL. The exchange ratio shall take into account the economic value for both Brado and ALL shares. At the Company's exclusive discretion, an equivalent cash payment is also possible. ALL Malha Norte issued to BNDES Participações S.A., bonds convertible into shares, remunerated at market rates, amounting to R$ 2,539 on, whose maturity is June The conversion, if performed on July 1, 2015, would result in the issuance of 13,890 new shares by ALL Malha Norte. Antidilutive instruments The stock option plan (see note 22) is out of money, so, the exercise price of the options granted is much higher than the average stock price during the period. These financial instruments have antidilutive effects in the periods presented. 22. Stock option plan With the acquisition of ALL by the Company, the existing compensation plan was canceled and assumed by the Company. The fair value of the options assumed by the Company was recalculated on the acquisition date April 1, A total of 1,478,659 options was assumed by the Company at an average fair value per option of R$ 0.18 calculated using the binomial method. The average exercise price is R$ This plan will generate total expenses relating to the plan of R$ 264 over future periods. 54

55 and Gross revenues July 1, 2015 to Parent Company January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Gross revenue from services 292, , , ,809 1,485,239 3,042, , ,069 Taxes and deduction over sales (17,969) (46,532) (23,278) (60,256) (127,513) (258,642) (23,861) (61,354) Net revenue 274, , , ,553 1,357,726 2,783, , ,715 Breakdown of net revenue by service: July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Elevation 77, ,319 65, ,467 Transport 1,061,011 2,384, , ,397 Other 218, ,520 5,483 17,851 1,357,726 2,783, , ,715 Breakdown of net revenue by region: July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Domestic 1,301,546 2,664, , ,735 Foreign 56, ,123 46, ,980 1,357,726 2,783, , ,715 55

56 and Financial result Parent Company July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Gross debt charges (46,413) (109,627) (9,868) (29,431) (194,015) (408,954) (10,033) (29,825) Income from financial investments 1,409 6,012 6,154 27,244 32,060 68,347 6,221 27,468 (=) Subtotal: Net debt interest (45,004) (103,615) (3,714) (2,187) (161,955) (340,607) (3,812) (2,357) Other charges and monetary restatement asset ,137 19,887 29, ,133 Other charges and monetary restatement liability (3,862) (11,291) 128 (22,674) (83,931) (158,377) 213 (22,458) Gains (losses) on derivatives 60,623 86, ,733 96, Foreign exchange differences (94,814) (139,101) (139,032) (195,307) Monetary restatement on the concession and lease agreements (62,498) (116,189) - - Interest and monetary restatement of finance leases (43,605) (65,822) - - (=) Finance, net (82,772) (166,696) (3,053) (23,156) (399,401) (750,625) (3,061) (23,110) 56

57 and Other income (expenses), net Parent Company July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 July 1, 2015 to January 1, 2015 to July 1, 2014 to 30, 2014 January 1, 2014 to 30, 2014 Provision for judicial demands (803) (2,133) (559) (961) (3,436) (4,792) (567) (971) Income of port operations ,322 10, ,322 10,126 Rentals and leases revenues , Income from sales of scrap and waste ,937 5, Gain on settlement of pre-existing relationship , Expense with corporate restructuring operations (i) 119 (5,176) (1,405) (10,226) 119 (5,176) (1,405) (10,226) Insurance claims recovery 5,633 14, ,091 5,633 13, ,091 Provision (reversal) for losses on doubtful accounts (6) (14) Other (153) (1,720) 4,697 8,890 (177) (1,774) 5,099 6, (988) 11,203 50,573 1,017 (464) (i) These costs relate mainly to transactions related to the acquisition of ALL control by the Company. 57

58 and Discontinued operations Discontinued operations represent the results of ALL's subsidiaries in Argentina which are in the final phase of discontinuity. The results of discontinued operations for the period ended are as follows: Selling expenses, general and administrative (1,997) Financial result (4,201) Loss before income tax and social contribution (6,198) Income tax and social contribution (8) Loss from discontinued operations (6,206) The operating cash flow from discontinued operations amounted to an outflow of R$ Financial instruments (a) Risk Management Framework In and December 31, 2014, the fair values related to transactions involving derivative financial instruments to hedge the risk exposure of the Company were measured using observable inputs such as quoted prices in active markets or discounted cash flows based on market curves and are as follows: Notional Fair value December 31, 2014 December 31, 2014 Result Exchange rate risk Swap contracts (interest) (i) 185,929 - (37,672) - (17,787) Swap contracts (interest / FX) (ii) 653, ,409-27, ,640 - (68,737) - 9,814 Non-current assets 80,997 Current liabilities (12,260) (68,737) (i) Refers mainly to an interest rate swap for the 8th issue of ALL Malha Norte debentures that have a fixed rate of 10.10% p.a. which was swapped to % of CDI. 58

59 and 2014 (ii) In order to finance working capital, the Company entered into two contracts for external bilateral lending through 4131 and FRN, on February 5, 2015, with (i) Itaú Unibanco S.A. Nassau Branch, (4131) worth US$ 55,635 and Banco Santander Brazil S.A. - Grand Cayman Branch (FRN) in the amount of US$ 54,000, with semi-annual interest at the rate of % and % p.a., respectively, both with final maturity in These operations were hedged in Brazilian Reais with (i) an start rate of R$ / US$ and CDI interest % p.a. (Itaú Unibanco) and (ii) start rate of R$ / US$ and % of interest p.a. (Banco Santander). The agreement with Itaú Unibanco has Cosan Logística S.A. (our Parent Company) as guarantor and the fiduciary assignment of receivables of the SWAP operation itself as collateral. (b) Exchange rate risk In and December 31, 2014, the Company and its subsidiaries had the following net exposure to exchange rates on assets and liabilities denominated in US dollars: December 31, 2014 R$ US$ R$ US$ Cash and cash equivalents 3, Accounts receivable 7 2 4,708 1,772 Loans and funding (628,777) (158,266) - - Derivative financial instruments 653, , Foreign exchange exposure, net 28,482 7,169 4,708 1,772 (c) Sensitivity analysis The following is a sensitivity analysis of the effects of changes in the relevant risk factors to which the Company and its subsidiaries are exposed in. The indices used in the analysis are: Simulations exchange and interest rate on Scenarios Probable 25% 50% -25% -50% R$/US$ CDI Average 14.13% 17.7% 21.2% 10.6% 7.1% TJLP 6.5% 8.1% 9.8% 4.9% 3.3% SELIC 14.15% 17.7% 21.2% 10.6% 7.1% IPCA 9.49% 11.87% 14.24% 7.12% 4.75% UMBNDES IGPM 8.35% 10.44% 12.53% 6.26% 4.18% Sensitivity analysis of changes in exchange rates The probable scenario was defined based on market rates in US Dollar, used in determining the fair value of derivatives. Stressed scenarios (positive and negative effects, pre-tax) were defined based on adverse impacts of 25% and 50% in US Dollar exchange rates used in the probable scenario. 59

60 and 2014 Sensitivity table Based on the assets and liabilities denominated in US Dollars,, the Company conducted simulations with an increase and decrease in exchange rate (R$ / US$) of 25% and 50%. Given the above scenario, the gains and losses would be affected as follows: Balances 25% 50% -25% -50% Cash and cash equivalents 3, ,771 (885) (1,771) Accounts receivable (2) (3) Derivative financial instruments 653, , ,855 (163,428) (326,855) Loans and financing (628,777) (157,194) (314,389) 157, ,389 7,121 14,240 (7,121) (14,240) The Company performed a sensitivity analysis on interest rates on loans and financing and remuneration for CDI of financial investments considering increases and decreases of 25% and 50%, the results are as follows: Interest rate exposure Balances on 30, 2015 Probable future balance in 1 year 25% 50% -25% -50% Financial investments ,664 7,571 15,141 (7,571) (15,141) Marketable securities 879,027 1,003,233 31,052 62,103 (31,052) (62,103) Loans and financing (5,408,036) (6,172,191) (190,721) (381,441) 190, ,441 Debentures (2,903,667) (3,313,955) (102,572) (205,144) 102, ,144 Derivative interest rate (37,672) (42,995) (1,244) (2,488) 1,244 2,488 Advance of real estate credits (306,098) (325,994) (10,813) (21,626) 10,813 21,626 Leases (1,823,645) (2,081,326) (64,420) (128,840) 64, ,840 Impact on income for the period (331,147) (662,295) 331, ,295 The categories of financial instruments are presented as follows: Measured at fair value through profit or loss Other financial assets and liabilities (*) Total Assets Marketable securities - 879, ,027 Accounts receivable - 208, ,258 Restricted cash - 92,628 92,628 Derivative financial instruments 80,997-80,997 Related parties - 24,889 24,889 80,997 1,204,802 1,285,799 60

61 and 2014 Liabilities Long-term debt (628,777) (7,682,925) (8,311,702) Finance leases - (1,823,645) (1,823,645) Real estate credit certificates - (306,097) (306,097) Lease and concessions - (2,133,941) (2,133,941) Derivatives financial instruments (12,260) - (12,260) Related parties - (85,221) (85,221) Accounts payable - (745,949) (745,949) (641,037) (12,777,778) (13,418,815) (*)Except for marketable securities and restricted cash, classified as financial assets available for sale. (d) Capital management Management monitors returns on capital, which the Company defines as result from operating activities divided by total equity and financial leverage ratios, involving cash generation (EBITDA), short-term debt and total debt. For more information see note 20 of the financial statements of December 31, (e) Fair value hierarchy Financial assets of R$ 80,997 and liabilities of R$ 641,037 are measured at fair value using Level 2 inputs. Other financial instruments are measured at amortized cost which approximates fair values at the reporting date. (f) Liquidity risk Up to 1 year 1 to 2 years From 2 to 5 years Over 5 years Total Accounts payable - suppliers (745,931) (745,931) Leases (1,232,995) (1,118,432) (384,896) (343,885) (3,080,208) Loans and financing (1,926,576) (5,641,953) (2,085,155) (1,845,937) (11,499,621) Advance of real estate credits (138,869) (251,183) (27,225) - (417,277) Derivatives (34,205) 98,600 (30,833) (5,052) 28,510 Total (4,078,577) (6,912,968) (2,528,109) (2,194,874) (15,714,528) The long term liability regarding lease and concessions are not considered in the liquidity analysis due to the legal discussion on those amounts presented in note

62 and Operating segment information Management evaluates the performance of its operating segments based on EBITDA (earnings before income tax and social contribution, interest, depreciation and amortization). As mentioned in Note 2.1, with the acquisition of ALL, operating segments have been revised and became defined as follows: Operational segments (i) North Operations: comprised of the railway operations, transshipment and port elevation in the areas of the Company's concession, ALL Malha Norte and ALL Malha Paulista. (ii) South Operations: comprised of the railway and transshipment in the concession area of ALL Malha Sul and ALL Malha Oeste. (iii) Container Operations: comprised by Group Company this focuses on container logistics either by rail or road transport and other container operations results. The segment information has been prepared in accordance with the same accounting policies used in preparing the consolidated information. As the acquisition of ALL occurred on April 1, 2015, the result of information with new segments are presented only for 2015, as for all prior periods, the Company had only one reportable segment, coinciding with the results consolidated, as shown below. Quarter ended and nine months period ended and 2014: Results by Segment North Operations July 1, 2015 to South Container Operations Operations Net revenue 972, ,885 67,472 1,357,726 Cost of services (558,499) (272,570) (90,346) (921,415) Gross profit 413,870 45,315 (22,874) 436,311 Gross margin (%) 42.6% 14.3% -33.9% 32.1% Selling, general and administrative (65,722) (14,323) (15,181) (95,225) Other income (expenses) and equity 11,652 3, ,276 Depreciation and amortization 130,429 50,429 14, ,332 EBITDA 490,230 85,010 (23,546) 551,694 Margin EBITDA (%) 50.4% 26.7% -34.9% 40,6% 62

63 and 2014 Results by Segment North Operations January 1, 2015 to South Container Operations Operations Net revenue 1,995, , ,256 2,783,622 Cost of services (1,130,044) (518,094) (185,625) (1,833,763) Gross profit 865, ,942 (35,369) 949,859 Gross margin (%) 43.4% 18.8% -23.5% 34.1% Selling, general and administrative (142,996) (30,826) (29,608) (203,430) Other income (expenses) and equity 48,671 5, ,827 Depreciation and amortization 272,339 97,466 29, ,871 EBITDA 1,043, ,320 (35,493) 1,200,127 Margin EBITDA (%) 52.3% 30.1% -23.6% 43,1% July 1, 2014 to 30, 2014 Results by Segment North Operations Net revenue 261, ,300 Cost of services (180,666) (180,666) Gross profit 80,634 80,634 Gross margin (%) 30.9% 30.9% Selling, general and administrative (20,895) (20,895) Other income (expenses) and equity 1,017 1,017 Depreciation and amortization 25,650 25,650 EBITDA 86,406 86,406 Margin EBITDA (%) 33.1% 33.1% January 1, 2014 to 30, 2014 Results by Segment North Operations Net revenue 659, ,715 Cost of services (432,766) (432,766) Gross profit 226, ,949 Gross margin (%) 34.4% 34.4% Selling, general and administrative (63,632) (63,632) Other income (expenses) and equity (464) (464) Depreciation and amortization 70,378 70,378 EBITDA 233, ,231 Margin EBITDA (%) 35.3% 35.3% 29. Subsequent events Stock Option Plan On October 2, 2015, the Board of Directors approved the creation of the Stock Option Plan Calendar Year 2015 ("2015 Program"). A total of 4,485,238 options were granted at an exercise price of R$ 7.31 (to be adjusted by IPCA until the date of exercise). This plan has a single vesting period of 5 years and the options can be exercised at any time between October 1, 2020 and

64 and Supplementary information Statements of consolidated cash flows for the quarter ended. July 1, 2015 to 30, 2015 July 1, 2014 to 30, 2014 Cash flows from operating activities Income before income taxes (43,039) 57,695 Adjustments to reconcile net income before income tax and social contribution to cash flows from operating activities: Depreciation and amortization 195,332 25,650 Equity pick-up of associates (4,074) - Provision for profit sharing 23,975 3,487 Loss on disposal of fixed assets and intangible 2,685 - Provision (reversal) for losses on judicial demands (1,474) 567 Reversal for losses on doubtful accounts (398) - Other 37,259 - Interest, indexation charges and exchange variations, net 406,951 10, ,217 98,086 Changes in: Accounts receivable 1,320 (79,452) Advances from customers 7,057 (2,619) Judicial deposits 13,545 (386) Related parties 44, Other recoverable taxes 4,011 11,801 Taxes payable (18,060) (13,819) Inventories (64,422) (788) Salaries payable 12,423 1,365 Accounts payable 40,056 31,380 Deferred income (8,052) 105 Judicial demands (8,419) (518) Other asset and liabilities, net (42,971) (2,385) Net cash from operations activities 597,895 43,590 Cash flow from investing activities Purchase of property and equipment, software and intangible assets (387,563) (85,551) Marketable Securities (344,597) - Restricted cash 55,698 - Net cash used in investing activities (676,462) (85,551) Cash flow from financing activities Proceeds from debt 586,774 80,024 Repayments of principal (528,339) (27,798) Payments of interest (237,163) (10,870) Derivative financial instruments (11,854) - Dividends paid (1,500) (125,000) Net cash used in financing activities (192,082) (83,644) Decrease in cash and cash equivalents (270,649) (125,605) Cash and cash equivalents at beginning of year 340, ,369 Cash and cash equivalents at end of the period 69,700 96,764 Supplemental disclosure of cash flow information Income taxes paid 4,190 1,140 The notes are an integral part of these interim financial statements. 64

65 EARNINGS RELEASE 3Q15 São Paulo, November 5, 2015 RUMO LOGÍSTICA OPERADORA MULTIMODAL S.A. (BM&FBovespa: RUMO3) ( Rumo ALL ) and COSAN LOGÍSTICA S.A. (BM&FBovespa: RLOG3) ( Cosan Logística ) announce today their results for the third quarter of 2015 (3Q15) comprising the months of July, August and The results are consolidated in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) applied to the interim financial statements. Rumo ALL Highlights in 3Q15 EBITDA of Rumo ALL grew 3% to R$551 million, despite higher costs and expenses resulting from the reclassification of maintenance expenses (parts, services and personnel) Total volume transported reached 12.5 billion RTK (up 6% from 3Q14), mainly due to the 14% increase in the transportation of agricultural products North Operations presented 16% volume growth and R$490 million of EBITDA (18% up from 3Q14) Port loading of 3.7 million tons: up 20% from 3Q14 due to the sugar crop peak season, as well as additional corn volumes in the quarter 3Q15 3Q14 Chg. % Summary of Financial Information - Rumo ALL 9M15 9M14 Chg. % Combined (Amounts in R$ MM) Combined Combined 1, , % Net Revenue 3, , % % Gross Profit 1, , % % EBITDA 1, , % 40.6% 48.2% -7.6 p.p. EBITDA Margin (%) 40.9% 47.9% -7.0 p.p. (43.7) 68.2 n/a Net Income (Loss) (237.5) n/a -3.2% 6.1% -9.4 p.p. Net Margin (%) -6.7% 5.2% -2.3 p.p % Capex 1, , % Note 1: The combined results refer to the sum of Rumo and ALL consolidated with the appropriate eliminations of transactions with related parties, not necessarily fulfilling all the requirements of OCPC 06 - Presentation of Financial Pro Forma. Conference Call Portuguese 11:00 a.m. (EST) November 6, 2015 (Friday) Phone: Code: RUMO Investor Relations ir@rumoall.com Phones: Website: ir.rumoall.com English 12:00 p.m. (EST) November 6, 2015 (Friday) Phone (BR): Phone (USA): Code: RUMO 65 of 85

66 Earnings Release 3 rd Quarter of Executive Summary 3Q15 In October 2015, Brazil s National Supply Company (CONAB) concluded its analysis of total grain production in Brazil in the 2014/15 crop year, which reached an all-time high of 210 million tons. Soybean and corn grew 11.8% and 8.4%, respectively, from the 2013/14 crop year. The key drivers of this improved performance were productivity gains and expansion of the planting area in almost all producing states, mainly in the Midwest region and in Paraná State. In this scenario, our business benefitted significantly, since 80% of our transportation volumes consist of agricultural products bound for exports. Volume transported in 3Q15 grew 6.3% to 12.5 billion RTK. This increase reflects the 14.1% growth in the volume of agricultural products transported, driven by corn in the second crop. Operational improvements implemented during the quarter also boosted our productivity. Our fleet renovation plan, which remains on schedule, has expanded capacity while reducing transit time in the main corridor of the North Operations. We also made great progress in operational safety aspects. EBITDA in the quarter totaled R$551.6 million, up 2.9% from 3Q14. The increases on volume and average yield were the key drivers of EBITDA growth. Meanwhile, EBITDA margin decreased 7.6 p.p. (40.6% in 3Q15 vs. 48.2% in 3Q14), impacted by increases in costs and expenses due to the reallocation of maintenance costs and personnel expenses in accordance with the new criteria adopted by the company as from 2Q15. EBITDA in 9M15 reached R$1,450 million, nearly 80% of the midpoint of our guidance for Market data (CONAB) point to significant growth in corn production in the second crop. Moreover, the depreciation of the Brazilian real continues to drive up domestic corn prices, even after the record harvest in the 2014/15 crop and the bumper grain production in the U.S., which should maintain the brisk pace of exports in 4Q15. Brazil has been consolidating its position as an important corn exporter and this trend should continue in Another significant aspect of freight supply and demand is the accumulated data from FENABRAVE until Note that truck sales fell by 44%, which could boost demand for railroad transportation in the coming months. Capex increased by 17.9% from 3Q14, which totaled R$479.3 million. Maintenance Capex decreased from the year-ago period due to the allocation of part of the expenditure as operating costs in 3Q15. Whereas expansion Capex grew focused on the acquisition of rolling stock (locomotives and freight cars) and materials and services for renovation of the rail structure (tracks and steel sleepers), in accordance with the guidelines of our investment plan. In 3Q15 the company registered net loss of R$43.7 million and leverage of 4.85 times the net debt/ltm EBITDA. Net income (loss) was affected by: (i) higher operating costs and expenses due to the adoption of new accounting policies; and (ii) higher financial expenses due to the increase in the average balance and debt costs in line with the increase in average interest rates (CDI and TJLP) between periods. Leverage decreased by 2.3% compared to 2Q15 due to the improvement in EBITDA LTM. All the comments in this report refer to the integrated operations of Rumo ALL, but all the 3Q15 financial information related to Cosan Logística is available in the appendices. We also provide all the financial information published herein in our Investor Relations website (ir.rumoall.com) to facilitate the analysis of our results going forward. 66 of 85

67 Earnings Release 3 rd Quarter of Operating and Financial Indicators 3Q15 3Q14 Operational na Financial Indicators 9M15 9M14 Chg. % Combined (Amounts in R$ MM) Combined Combined Chg. % 12,494 11, % Transported Volume (millions RTK) 32,778 31, % 10,240 8, % Agricultural Products 25,974 24, % 2,254 2, % Industrial Products 6,804 7, % % Average Transportation Yield (R$/000 RTK) % 3,747 3, % Volume Loaded (TU '000) 8,168 8, % 1, , % Net Operating Revenue 3, , % 1, % Rail Operations 2,804 2, % % Port Elevation % % Other Net Revenue² % % EBITDA 1, , % 40.6% 48.2% -7.6 p.p. EBITDA Margin (%) 40.9% 47.9% -7.0 p.p. Note 2: Includes income for the right of way of other railways, the sugar transportation revenues using other railways as well as using road transportation. Transported Volume (millions RTK) and Average Transportation Yield (R$/000 RTK) Rumo ALL Transported Volumes 3Q15 3Q14 Operational Figures 9M15 9M14 Chg. % Combined Combined Combined Chg. % 12,494 11, % Transported Volume (millions RTK) 32,778 31, % 10,240 8, % Agricultural Products 25,974 24, % 1,079 1, % Soybean 10,631 10, % 1,326 1, % Soybean meal 4,091 3, % 6,342 4, % Corn 7,372 5, % 1,225 1, % Sugar 2,913 3, % % Fertilizers % % Wheat % % Rice % 2,254 2, % Industrial Products 6,804 7, % 1,202 1, % Fuels 3,296 3, % % Pulp and Paper 1,038 1, % % Containers 1,631 1, % % Construction % % Steel and Mining % % Others % 67 of 85

68 Earnings Release 3 rd Quarter of Market Scenario Calendar of Brazilian Crops The four railroad concessions we operate cover approximately 12,000 kilometers of railroads located in the South, Southeast and Midwest regions of Brazil, where approximately 80% of the country's GDP is concentrated. Our railroads transport agricultural commodities and industrial products, and are connected to the country's four main ports. Those four ports concentrate most of the country's agricultural commodity exports. Exported agricultural commodities account for 70% to 80% of the volume transported in this segment. The following table highlights the calendar of the main agricultural commodities transported by Rumo ALL. Soybean Exports* Previous Fiscal Year Fiscal Year Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 3Q 4Q 1Q 2Q 3Q 4Q Planting Handling Harvest 30% of sales 40% of sales 20% of sales 10% of sales 1.6% 1.8% 8.1% 13.7% 15.0% 14.3% 13.2% 11.3% 9.5% 5.9% 3.1% 2.4% Corn Exports* Planting 1st Crop Planting 2nd Crop Handling 1st Crop Handling 2nd Crop Harvest 1st Crop Harvest 2nd Crop 10% of sales 15% of sales 40% of sales 35% of sales 8.1% 7.5% 6.5% 4.6% 5.3% 4.9% 5.7% 9.6% 12.7% 11.9% 11.5% 11.6% Planting Handling Sugar Harvest 30% of sales 15% of sales 30% of sales 25% of sales Exports* 5.7% 5.1% 5.2% 4.1% 7.0% 9.0% 11.1% 12.5% 11.5% 11.8% 9.4% 7.5% Note: Exports*: 5-year average according to Brazilian Trade Balance Source: SLC Agrícola, Raízen, Sã Martinho, SECEX, Embrapa, BofA Merrill Lynch Global Research 68 of 85

69 Earnings Release 3 rd Quarter of 2015 Freight Dynamics in the Brazilian Market Freight prices in Brazil are freely negotiated based on supply and demand. Freight prices, however, are influenced by variables such as distance traveled, operating costs, the possibility of back hauling, speed of loading and unloading, seasonality of demand for transportation, delivery time and some geographical aspects. Agricultural trading is particularly sensitive to changes in transportation costs since they account for a significant portion of the final price. Given the dynamics described above, there is no official benchmark price in the Brazilian market for road or railroad freights. The most important road routes are monitored by economic research institutes to check the behavior of market prices. The data collected can serve as the basis for negotiating the freights for specific products and their respective destinations. The table below shows historical freight prices between the Rondonópolis (Mato Grosso) and the Port of Santos (São Paulo). This route is responsible for a significant portion of the grains transported in Brazil according to the Instituto Mato- Grossense de Economia Agropecuária (IMEA; Source: IMEA Note: monthly moving average freight released weekly by IMEA 69 of 85

70 Earnings Release 3 rd Quarter of Result by Business Unit Business Unit The business units (reporting segments) are organized as follows: North Operations Malha Norte, Malha Paulista and Port Operation in Santos South Operations Malha Oeste and Malha Sul Container Operations Container operations including Brado Logística Results by Business Unit 3Q15 Northern Operations Southern Operations Containers Operations Net Revenue ,357.7 Cost of Goods and Services (558.5) (272.6) (90.3) (921.4) Gross Profit (22.9) Gross Margin(%) 42.6% 14.3% -33.9% 32.1% Selling Expenses, General and Administrative Expenses (65.7) (14.3) (15.2) (95.2) Other Operating Revenues (Expenses) Depreciation and Amortization EBITDA (15.8) (52.5) EBITDA Margin (%) 23.6% -5.0% -77.8% 11.9% Results by Business Unit 9M15 Combined Northern Operations Southern Operations Containers Operations Net Revenue 2, ,548.2 Costs of Services (1,392.9) (721.0) (276.1) (2,390.0) Gross Profit 1, (39.5) 1,158.1 Gross Margin(%) 43.0% 16.8% -16.7% 32.6% Selling Expenses, General and Administrative Expenses (145.4) (52.0) (43.0) (240.4) Other Operating Revenues (Expenses) 16.0 (3.1) Depreciation and Amortization EBITDA (54.2) (125.0) EBITDA Margin (%) 23.2% -6.3% -52.8% 10.9% 70 of 85

71 Earnings Release 3 rd Quarter of 2015 North Operations 3Q15 3Q14 Operational Figures 9M15 9M14 Chg. % Combined Combined Combined Chg. % 8,125 7, % Transported Volume (millions RTK) 20,483 18, % 7,398 6, % Agricultural Products 18,437 16, % % Soybean 7,149 7, % 1,188 1, % Soybean meal 3,555 3, % 5,571 4, % Corn 6,396 4, % % Sugar 1,335 1, % % Fertilizers % % Industrial Products 2,047 2, % % Fuels 1,594 1, % % Pulp and Paper % % Average Transportation Yield (R$/000 RTK) % 3,747 3, % Volume Loaded (TU '000) 8,168 8, % Total volume transported in the North Operations was 8.1 billion RTK, up 15.8% from 3Q14. The higher volume in 3Q15 is mainly due to the second corn crop. The depreciation of the Brazilian currency, which enables better pricing of grain to the producer as well as the higher international demand for Brazilian corn, have established good commodity marketing conditions in 3Q15. Consequently, corn transportation volume grew 39.0%, representing a market share of approximately 60% of the volume of grains shipped through the port of Santos (SP) in the quarter. Transportation of industrial products in 3Q15 decreased 11.9% from 3Q14. Volume of pulp and paper products transported decreased by 72.5%, mainly due to the strong comparison base in 3Q14, when there was an unusually significant volume, in addition to the inauguration of an important client terminal in the port of Santos (SP) that has privileged road transport. However, the volume of fuel transported increased 20.4% in the period, reflecting the operational start-up of the Raízen and Ipiranga plants in Rondonópolis in 2Q15. The volume loaded at the terminals controlled by Rumo ALL in the Port of Santos totaled 3.7 million tons, up 19.9% from 3Q14. In 3Q15, Rumo ALL loaded a huge volume of sugar due to peak crop season, as well as additional volumes of corn (approximately 680,000 tons), a product not operated in 3Q14. 3Q15 3Q14 Financial Results 9M15 9M14 Chg. % Combined (Amounts in R$ MM) Combined Combined Chg. % % Net Operating Revenue 2, , % % Transportation 1, , % % Agricultural Products 1, , % % Industrial Products % % Port Elevation % % Other Net Revenue % (558.5) (418.6) 33.4% Costs of Services (1,392.9) (1,131.4) 23.1% % Gross Profit 1, , % 42.6% 43.9% -1.3 p.p. Gross Margin (%) 43.0% 47.4% -4.4 p.p. (65.7) (45.9) 43.3% Selling, General and Administrative Expenses (183.1) (145.4) 26.0% % Other Operational Revenues (Expenses) and Equity Pickup % % Depreciation and Amortization % % Total EBITDA 1, , % 50.4% 55.9% -5.5 p.p. EBITDA Margin (%) 51.2% 57.4% -6.3 p.p. Note 2: Includes income for the right of way of other railways, the sugar transportation revenues using other railways as well as using road transportation. Net revenue from North Operations totaled R$972.4 million in 3Q15, up 30.3% from 3Q14. This growth was primarily driven by revenue from transportation of agricultural products, which was 45.0% higher than in 3Q14, basically due to the growth in corn transportation volume. Average transportation yield in 3Q15 increased significantly by 21.0% to reach R$91.2/thousand RTK, due to better prices for grain transportation, which were more competitive than those charged for road transportation. Cost of services provided increased by 33.4% from 3Q14 to reach R$558.5 million, mainly due to higher volumes transported. Other factors also contributed to the increase in costs, such as: (i) higher expenses with diesel due to the increase in average prices between the periods (ANP: +14.1% diesel), partially offset by the lower unit consumption due to the arrival of new locomotives over the course of the year; (ii) higher allocation of maintenance and personnel costs (R$40.9 million), in line with the new criteria adopted since 2Q of 85

72 Earnings Release 3 rd Quarter of 2015 EBITDA from North Operations reached R$490.2 million, up 17.6% from 3Q14. The growth in volumes transported and increase in average yield, combined with the operational improvements implemented, were the key drivers of this growth. South Operations 3Q15 3Q14 Operational Figures 9M15 9M14 Chg. % Combined Combined Combined Chg. % 3,844 4, % Transported Volume (millions RTK) 10,664 11, % 2,842 2, % Agricultural Products 7,538 7, % % Soybean 3,482 3, % % Soybean meal % % Corn 976 1, % % Sugar 1,577 1, % % Fertilizers % % Wheat % % Rice % 1,002 1, % Industrial Products 3,126 3, % % Fuels 1,702 2, % % Pulp and Paper % % Construction % % Steel and Mining % % Others % % Average Transportation Yield (R$/000 RTK) % The South Operations transported 3.8 billion RTK in 3Q15, a decrease of 7.6%. Volume of agricultural products grew 1.9% in the quarter. Soybean transported volume increased by 34.1% due to the shipment of the crop, which lasted until mid-3q15 on account of heavy rainfall during the period, which delayed harvest. Crop transported volume grew 13.5%, due to higher exports on account of favorable price and demand conditions. Sugar transported volumes decreased by 7.8%, due to adverse price and demand conditions for the commodity in the beginning of the crop season. Volume of industrial products decreased by 26.8% due to: (i) lower demand for fuels, reflecting the slowdown in economic activity and the fuel transportation stoppage of Malha Oeste; (ii) the 15.5% drop in the volume of forest products caused by the interruption of certain flows and the temporary shutdown of a plant of an important client; (iii) operational problems in Rio Grande do Sul and Paraná, which restricted circulation in a few stretches, reducing the availability of routes; and (iv) heavy rainfall in the beginning of the quarter, which affected our port operations in the South region. 3Q15 3Q14 Financial Results 9M15 9M14 Chg. % Combined (Amounts in R$ MM) Combined Combined Chg. % % Net Operating Revenue % % Transportation % % Agricultural Products % % Industrial Products % (272.6) (210.5) 29.5% Costs of Services (721.0) (661.8) 8.9% % Gross Profit % 14.3% 27.5% p.p. Gross Margin (%) 16.8% 25.1% -8.3 p.p. (14.3) (12.0) 19.2% Selling, General and Administrative Expenses (52.0) (43.6) 19.1% % Other Operational Revenues (Expenses) and Equity Pickup (3.1) 4.6 n/a % Depreciation and Amortization % % Total EBITDA % 26.7% 40.9% p.p. EBITDA Margin (%) 27.2% 36.3% -9.1 p.p. Net revenues from South Operations totaled R$317.9 million in 3Q15, up 9.5% from 3Q14. This growth reflects the 18.4% increase in average yield, which reached R$82.7/thousand RTK due to the increase in the price for transporting agricultural products in the Central Corridor of Paraná, which connects the North of Paraná to the Port of Paranaguá. Note that in 3Q14, the Company reduced yields to gain market share due to a scenario of weak demand and low road freight prices. Cost of services provided increased by 29.5% to R$272.6 million in 3Q15. This increase mainly reflects the hike in maintenance and personnel costs (R$47.9 million) resulting from changes in the criteria adopted by the Company since 2Q15. The decrease of 28.5% in EBITDA from South Operations, which totaled R$85.0 million, is mainly due to lower transported volumes of industrial goods (24.9%) and higher costs, particularly because of higher maintenance and personnel costs. 72 of 85

73 Earnings Release 3 rd Quarter of 2015 Container Operations 3Q15 3Q14 Operational Figures 9M15 9M14 Chg. % Combined Combined Combined Chg. % 19,285 20, % Total Volume (Containers '000) 59,845 55, % % Average Yield (R$ '000/containers) % % Total Volume (millions RTK) 1,631 1, % The volume of transported containers decreased by 6.7% in 3Q15, equivalent to a 10.2% drop in RTK (60 million RTK). This decrease is due to lower transported volumes in the Rio Grande do Sul and Mercosur corridors, as well as the loss of a major client in the refrigerated container segment in 2Q15. 3Q15 3Q14 Chg. % Financial Results 9M15 9M14 Chg. % Combined (Amounts in R$ MM) Combined Combined % Net Operating Revenue % (90.3) (80.7) 12.0% Costs of Services (276.1) (223.8) 23.4% (22.9) (6.2) n/a Gross Profit (39.5) (11.9) n/a -33.9% -8.3% p.p. Gross Margin (%) -16.7% -5.6% p.p. (15.2) (9.3) 62.4% Selling, General and Administrative Expenses (43.0) (37.0) 16.2% % Other Operational Revenues (Expenses) and Equity Pickup % % Depreciation and Amortization % (23.5) 0.2 n/a Total EBITDA (36.5) (2.1) n/a -34.9% 0.2% p.p. EBITDA Margin (%) -15.4% -1.0% p.p. Net revenues reached R$67.5 million in 3Q15, due to the lower volume of containers handled and the 2.9% decrease in average yield. Cost of services provided increased 12.0% compared to 3Q14, reaching R$90.3 million. This increase is primarily due to the increase in variable costs at some ports operated by Brado, and to the higher fixed cost when compared to 3Q14. EBITDA from Container Operations was a loss of R$23.5 million, impacted by the increase in costs and expenses in the period. 73 of 85

74 Earnings Release 3 rd Quarter of Other Result Items Breakdown of Costs of Services Provided 3Q15 3Q14 Costs 9M15 9M14 Chg. % Combined (Amounts in R$ MM) Combined Combined Chg. % (921.4) (709.8) 29.8% Costs of Services (2,390.0) (2,017.0) 18.5% (202.8) (191.3) 6.0% Fuels and Lubricants (539.8) (473.5) 14.0% (193.0) (173.5) 11.3% Depreciation and Amortization (538.1) (510.9) 5.3% (170.6) (146.0) 16.8% Logistics Cost (358.9) (323.4) 11.0% (70.7) (6.7) n/a Maintenance (parts and services) (148.4) (25.5) n/a (112.1) (89.2) 25.7% Payroll Expenses (324.3) (270.9) 19.7% (47.5) (43.5) 9.1% Leasing and Concession (141.0) (136.3) 3.4% (14.6) (15.2) -3.7% Operational Leasing (40.2) (49.8) -19.2% (29.6) (16.9) 75.6% Third Paties Services (65.1) (67.0) -2.9% (80.5) (27.5) n/a Other Operational Costs (234.3) (159.7) 46.7% cost of services provided increased by 29.8% in 3Q15 to R$921.4 million, due to: (i) higher spending on diesel and lubricants due to the increase in average prices between the periods (ANP: +14.1% diesel), as well as higher volumes consumed, which were partially offset by lower unit consumption of diesel of the new locomotives; (ii) higher depreciation and amortization costs due to the revision of the useful life of assets; (iii) higher logistics costs due to the use of road transportation and other railroads to transport certain cargo; and (ii) higher maintenance and personnel costs (+R$88.9 million) following the new criteria adopted by the Company in 2Q15. Financial Result 3Q15 3Q14 Financial Results 9M15 9M14 Chg. % Combined (Amounts in R$ MM) Combined Combined Chg. % (194.0) (188.2) 3.1% Gross Banking Debt Charges (589.3) (524.5) 12.4% n/a Gain (loss) with derivatives n/a (139.0) (6.9) n/a Exchange Rate Variation (222.6) (19.7) n/a % Income from Financial Investments % (229.3) (105.1) n/a (=) Subtotal: Net Banking Debt Interests (590.3) (328.5) 79.7% (62.5) (42.9) 45.7% Monetary variation on lease and concession agreements (166.2) (81.2) n/a (107.7) (118.2) -8.9% Lease interest and other monetary variation (307.5) (416.0) -26.1% (399.5) (266.2) 50.1% (=) Financial, Net (1,064.0) (825.7) 28.9% The financial result in 3Q15 reflects a 50.0% increase in expenses compared to 3Q14, due to: (i) the increase in gross debt charges following the increase in the outstanding balance and the hike in interest rates (CDI and TJLP) between the periods; (ii) lower returns from financial investments caused by the reduction in the average balance of financial investments, despite the hike in interest rates (CDI); and (iii) the negative impact of approximately R$ 70 million (non-cash) from fixed to floating interest rate swap due to the increase of CDI future curve. Monetary variation on leasing and concession agreements reflects the update (SELIC) of the unpaid concession amounts of the Malha Oeste and Malha Paulista, which are currently under litigation. Income Tax and Social Contribution 3Q15 3Q14 Income Tax and Social Contribution 9M15 9M14 Chg. % Combined (Amounts in R$ MM) Combined Combined Chg. % (43.0) 89.6 n/a Income (loss) before income tax (158.7) n/a 34% 34% n/a Theoretical rate - income tax 34% 34% n/a 14.6 (30.5) n/a Income Theoretical Tax Expenses - Adjustments to calculate the effective rate (26.6) (20.9) 27.4% Tax losses not recognized³ (153.4) (67.1) n/a n/a Recognition of fiscal credits from previous years n/a n/a The operating profit of North Network % % Other effects 0.7 (10.7) n/a 1.9 (17.6) n/a Income Tax Expenses (69.4) (41.7) 66.6% -4.5% -19.6% 15.2 p.p. Effective rate - current (%) 0.4 (0.2) 63.8 p.p. Note 3: We did not constitute IR / CS deferred tax losses from specific companies due to the lack of future taxable income to compensate them. Note 4: On May 30, 2014, the North Network was granted with the extension of the right to a 75% reduction of income tax and surcharges until 2023 (SUDAM benefit). 74 of 85

75 Earnings Release 3 rd Quarter of Loans and financing Total gross bank debt at the end of 3Q15 was R$8.3 billion, up 4.3% from 2Q15 and implying a net debt/ebitda of 4.85x considering an EBITDA of R$1,503.8 million in the last 12 months. The main transactions during the quarter were the raising of (i) R$196.8 million through a bank credit note (CCB); (ii) R$72 million (USD 23 million) of Loan Operation 4131; (iii) R$100 million through Export Credit Note (NCE); and (iv) R$218 million under the FINAME facility. In addition we had total amortizations of R$384.2 million in FINEM, FINAME, NCE, Debentures and working capital lines. The 3.0% increase in the net debt balance is due to the net funding in the quarter, as described above, as well as provision for interest and payments made. All the foreign currency-denominated debt of Rumo ALL is hedged against exchange variations. Total Banking Indebtness 3Q15 2Q15 Chg. % (Amounts in R$ MM) Commercial Banks % NCE % BNDES 3, , % Debentures 2, , % Total Banking Debt 8, , % Cash and Cash Equivalents and Secutities (948.7) (874.8) 8.5% Net Derivatives Instruments (68.7) (12.5) n/a Net Banking Debt 7, , % EBITDA LTM 1, , % Leverage (Net Banking Debt / EBITDA LTM) 4.85x 4.97x The following table is a breakdown of the items that impacted the cash position and consolidated debt transactions of Rumo ALL. Indebtedness (Amounts in R$ MM) 3Q15 Opening Balance of Gross Debt Rumo ALL (2Q15) 7,965.9 Cash and cash equivalents and marketable securities (2Q15) (874.8) Bank Net Indebtedness (Net of MTM) (2Q15) 7,091.1 Items with impact on cash 11.1 Funding Amortization of principal (384.2) Amortization of interest rates (191.5) Items without impact on cash Provision for interest rates (accrual) Monetary variation 1.6 Exchange rate variation % Closing balance of gross indebtedness (3Q15) 8,311.7 Cash and cash equivalents and marketable securities (3Q15) (948.7) Closing Balance of Bank Net Debt Rumo ALL (3Q15) 7,363.0 Rumo ALL has covenants in most of its loans and financing agreements, based on specific financial and non-financial indicators. The financial indicators are: (i) consolidated net bank debt/ebitda; (ii) EBITDA/consolidated financial result (considering only interest on debentures, loans/financing and hedge operations); (iii) shareholders' equity/net assets. We note that item (iii) is exclusive for BNDES. For all our loans and financing agreements with the exception of BNDES, that requires annual measurements, we have to calculate all those indicators every quarter as of the date of the financial statements, using the consolidated results. As mentioned in ALL's earnings results of December 2014, the net debt/ebitda covenants were renegotiated to 5.5 times with all creditors, except with the BNDES. The bank, however, which has until now only granted consent to the non-compliance with covenants on December 31, 2014 thus far. We are discussing those covenants with the BNDES, applying to the fiscal year ending on December 31, of 85

76 Earnings Release 3 rd Quarter of Capex 3Q15 3Q14 Investments 9M15 9M14 Chg. % Chg. % Combined (Amounts in R$ MM) Combined Combined % Total Investments 1, , % % Recurring % n/a Expansion n/a Recurring Capex totaled R$215.1 million, down 26.6% from 3Q14. This reduction is mainly due to the allocation of approximately R$89 million in rail structure and rolling stock maintenance expenses, which, under the new criteria, are now considered maintenance costs (Opex) in this quarter and were considered as investments (Capex) in 3Q14. Recurring investments are related to maintenance of rolling stock, rail structure and operational technology, whose expected benefits last for more than 12 months. Furthermore, during the quarter, the company carried out maintenance work at the Discharge Grid and the pier coverage at Rumo's terminal in the Port of Santos, besides making improvements to operational safety, quality and environment at the terminals operated by it. In 3Q15, expansion Capex reached R$264.3 million, in line with the 18-month Investment Plan. The expenses were mainly concentrated in: (i) the purchase of 38 locomotives, already delivered, to renew the North Operations fleet; (ii) the acquisition of 336 bulk freight cars received in 3Q15; and (iii) advances on the purchase of tracks and steel sleepers, with delivery expected for 4Q Cash Generation The following table shows the cash flow in 3Q15 considering the combined cash of Rumo ALL in the quarter. Securities were considered as cash and cash equivalents in this statement. Indirect Cash Flows (Amounts in R$ MM) 3Q15 EBITDA Non-Cash Effects 51.2 Working Capital Variation (12.4) Operating Financial Result 7.5 (a) (=) Cash flows from operations Total Capex (387.6) (b) Recurring (215.1) Expansion 5 (172.5) (c) (=) Cash flows from investments (387.6) Funding Amortization of principal (528.3) Amortization of interest rates (237.2) Restricted cash and derivatives 42.3 (d) (=) Ccash flows from financing (136.4) (=) Total cash generation (consumption) 74.0 (+) Cash and cash equivalents + marketable securities, opening balance Rumo ALL Combined (=) Cash and cash equivalents + marketable securities, closing balance Rumo ALL Combined Metrics (=) Cash generation after recurring Capex (a+ b) (=) Cash generation after Total Capex (a+ c) (=) Generation (Consumption) total cash (a+c+d) 74.0 Note 5: During the quarter, 12 locomotives were acquired through an operation accounted for as financial lease, totaling R$ 91.7 million (until 2015, we acquired 36 locomotives in a total amount of R$ through the same operation). Considering this noncash effect, the Expansion Capex in the quarter was R$ million (R$ million in 9M15). 76 of 85

77 Earnings Release 3 rd Quarter of Operational improvements During 3Q15 we continued the initiatives in our Investment Plan and gains in efficiency are already evident through operational improvements being implemented in our corridors. Operation of the new GE AC44 locomotives at the Port of Santos North Operations Our North Operations set new production records in 3Q15. In August, the terminals in the state of Mato Grosso shipped approximately 1.5 million tons, equivalent to 587 freight cars/day. Worth highlighting is the Rondonópolis terminal, which shipped a record 1.3 million tons of grains in the period, corresponding to an average of 483 freight cars/day. Also in August, we unloaded a record 380 freight cars in a single day at the Port of Santos. In line with our fleet renewal plan, by 2015 we had received 38 GE AC44 locomotives and 336 HPT bulk freight cars, whose maximum capacity is approximately 110 tons. With the arrival of the new assets combined with several initiatives for operational improvements, we acquired additional capacity to negotiate additional volume with our clients to attend during the second semester of We are also continuing implementation of the new renovation standard for freight cars and locomotives, established at the start our investment plan. We reduced the transit time between Rondonópolis and the Port of Santos by 5.4% in the quarter compared with 3Q14. This reduction represents about 5 hours less of transit time between the departure from Rondonópolis and the arrival at the Port of Santos. The reduction has been benefiting the cycle time of freight cars, which is measured by the number of hours required for freight cars to load at the terminal, unload at the port and return to the terminal for another shipment. With the allocation of more efficient assets and improvements to railroads and terminals, there was a reduction of 17 hours in the cycle time of freight cars (average of 278 hours in 9M14), from 259 hours in 3Q14 to about 242 hours in 3Q15 (average of 260 hours in 9M15). We are continuing improvements to the rail structure, urban stretches and the Freight Car Maintenance Stations (PMV). We reached in the highest level of rail structure reliability, thanks to important initiatives, including: (i) the replacement of sleepers in the Rubinéia Araraquara stretch in São Paulo; and (ii) change of the rail profile in the Boa Vista - Santos stretch in São Paulo, including the access to the Port of Santos, together with heavy infrastructure services in the entire corridor. Apart from these initiatives, we obtained excellent results in operational safety. In urban perimeter areas, we made several improvements such as replacement of damaged sleepers and drainage of the sites. 77 of 85

78 Earnings Release 3 rd Quarter of 2015 Reconstruction of Warehouse X in the Port of Santos Construction work at Warehouse X in the Port of Santos: Installation of roofing tiles in the warehouse Improvements to rail structure BEFORE AFTER Improvement projects in the Port of Santos right bank (Small bridge on Channel 4) BEFORE AFTER Improvement projects in the Port of Santos right bank (L7 Macuco) 78 of 85

79 Earnings Release 3 rd Quarter of 2015 BEFORE AFTER Recovery of railroad Improvements to the urban stretch in Santa Fé do Sul (SP) BEFORE AFTER Recovery of railroad Improvements to the urban stretch in Aldeinha (SP) BEFORE AFTER Recovery of railroad Improvements in the urban stretch at Limeira (SP) 79 of 85

80 Earnings Release 3 rd Quarter of 2015 South Operations Continuing with our fleet renewal plan, in we received 86 HPE bulk freight cars (of a total of 377 freight cars acquired in the beginning of the year). Each freight car has maximum cargo capacity of 78 tons, while the previous average per freight car was 66 tons. The cars are already transporting sugar on the stretch connecting the North of Paraná to the Port of Paranaguá, the main corridor of our South Operations. We should begin the operation of the new ES43 BBi locomotive in early This model was designed for the meter gauge and is the first locomotive with 8 axles, making it powerful and resistant to steep inclines, narrow tunnels and sharp bends. Already in 2015 we should start tests and training on this asset for drivers and maintenance crews. The model was designed by GE exclusively for the South Corridor, where most of the stretches have narrow gauges. At the Port of Paranaguá, we resumed operations in a major bulk terminal. Work on renovation of the lines at the terminal, starting from km 5 to the railway loop at the Port and the public silo line, is expected to be completed by the beginning of These initiatives will increase our unloading capacity to up to 300 freight cars/day, of the terminal s total capacity of 450 of freight cars/day. The renovation work in progress also includes extension of lines and replacement of tracks and sleepers in the urban perimeter areas of Maringá and Londrina, in order to improve circulation in these stretches. Improvements in the Port of Paranaguá BEFORE AFTER BEFORE AFTER Remodeling of railroads in an important bulk terminal in the Port of Paranaguá 80 of 85

81 Earnings Release 3 rd Quarter of 2015 Photos of the renewed stretch of the Port of Paranaguá (PR) 10. Guidance This section contains the guidance ranges of some of the main parameters affecting the consolidated results of Rumo ALL for Please note that other sections of this Earnings Release may contain projections too. Those projections and guidance are mere estimates and indications, and should not be taken as a guarantee of future results Q15 Updated 6 EBITDA (R$ MM) 1, Rumo ALL Total Capex (R$ MM) Capex Recurring (R$ MM) Capex Expansion (R$ MM) Note 6: There was no change in the guidance since the revision made in 2Q15. Disclaimer This document contains forward-looking statements and information. These forward-looking statements and information are solely forecasts and are not guarantees of future performance. All stakeholders are advised that these forward-looking statements and information are and will be, as applicable, subject to risks, uncertainties and factors related to the operations and business environment of Cosan and its subsidiaries, and hence actual results of these companies could differ significantly from the future results expressed or implied by said forward-looking statements and information. 81 of 85