Arteris S.A. and Subsidiaries

Transcription

1 Parent Company and Consolidated Interim Financial Information for the Quarter Ended September 30, 2015 Deloitte Touche Tohmatsu Auditores Independentes

2 Deloitte Touche Tohmatsu Av. Dr. José Bonifácio Coutinho Nogueira, 150-5º andar Campinas - SP Brasil REPORT ON THE REVIEW OF QUARTERLY INFORMATION Tel: + 55 (19) Fax:+ 55 (19) To the Board of Directors and Shareholders of Arteris S.A. São Paulo - SP We have reviewed the accompanying individual and consolidated interim financial information of Arteris S.A. ( Company ) included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2015, which comprises the balance sheet as of September 30, 2015 and the related statements of income, comprehensive income, changes in equity and of cash flows for the three-month and six- month period then ended, including the explanatory notes. The Company s Management is responsible for the preparation of the individual interim financial information in accordance with technical pronouncement CPC 21 (R1) interim financial information and consolidated interim financial information pursuant to CPC 21 (R1) and the international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review. Scope of review We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information 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 standards on auditing 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 individual interim financial information Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the ITR referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM). Conclusion on the interim consolidated financial information Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the ITR referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ( DTTL ), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. Please see for a detailed description of DTTL and its member firms. Deloitte Touche Tohmatsu. All the rights reserved.

3 Deloitte Touche Tohmatsu 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards issued by the CVM. Other matters Statement of value added We have also revised the statements of value added (DVA) prepared under the Company s Management responsibility, individual and consolidated, for the six-month period ended September 30, 2015, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards IFRS, which does not require the presentation of DVA. These statements were subject to the same review procedures described above, and based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the interim financial information taken as a whole. Audit and review of the numbers related to the fiscal period and the previous quarter, respectively The financial statements, individual and consolidated, for the fiscal period ended on December 31, 2014 were examined by independent auditors who issued a report on February 25, 2015, which contained an emphasized paragraph regarding the fact that individual financial statements were elaborated in accordance with the legal accounting standards adopted in Brazil which, in the case of Arteris S.A., differ from IFRS only in what regards the maintenance of the deferred assets balance, which has been being amortized, as of December 31, The numbers, individual and consolidated, related to the accounting information for the six-month ended on September 30, 2014, hereby presented for comparison, were reviewed by other independent auditors who issued an unmodified report on August 8, Campinas, August 5, 2015 DELOITTE TOUCHE TOHMATSU Auditores Independentes CRC 2SP /O-8 Edgar Jabbour Accountant CRC 1SP /O Deloitte Touche Tohmatsu. All the rights reserved. 3

4 ARTERIS S.A. BALANCE SHEET AS AT SEPTEMBER 30, 2015 (In thousands of Brazilian reais - R$) Note Parent Company Consolidated Note Parent Company Consolidated ASSETS 30/09/ /12/ /09/ /12/2014 LIABILITIES AND SHAREHOLDERS' EQUITY explicativa 30/09/ /12/ /09/ /12/2014 CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents Borrowings and financing Trade receivables Borrowings and financing - related parties Amounts due from related parties Debentures Inventories Trade payables Prepaid expenses Payroll and related taxes Taxes recoverable Taxes payable Advances for new projects Amounts due to related parties Dividends receivable Contractual guarantees Restricted investments Inspection fee Other receivables Dividends proposed Total current assets Concession fees Provision for contingencies Provision for maintenance in highways NON-CURRENT ASSETS Provision for investments in highways Restricted investments Claims received Taxes recoverable Other payables Amounts due from related parties Total current liabilities Prepaid expenses Contractual guarantees NON-CURRENT LIABILITIES Deferred income tax and social contribution Borrowings and financing Escrow deposits Borrowings and financing - related parties Other receivables Debentures Investments in subsidiaries and associates Trade payables Property and equipment Trade payables - related parties Intangible assets Concession fees Diferido Civil, labor and tax risks Total non-current assets Deferred revenue Deferred income tax and social contribution Provision for maintenance in highways Provision for investments in highways Other payables Total non-current liabilities EQUITY Share capital Profit reserves Valuation adjustment to equity - foreign exchange differences on capital (22.271) (22.271) (22.271) (22.271) Total equity TOTAL ASSETS TOTAL LIABILITIES AND EQUITY

5 ARTERIS S.A. INCOME STATEMENT FOR THE PERIOD ENDED SEPTEMBER 30, 2015 (In thousands of Brazilian reais - R$, except basic and diluted earnings per share) Note Parent Company Consolidated 30/06/ /06/ /06/ /06/2014 NET OPERATING REVENUE COST OF SERVICES ( ) ( ) OTHER REVENUES Equity in the arnings (losses) of subsidiaries GROSS PROFIT OPERATING (EXPENSES) INCOME General and administrative 19 (7.214) (5.445) ( ) ( ) Management Compensation 14 (4.002) (3.004) (17.500) (12.819) Tax expenses (438) (1.821) (1.686) (2.635) Amortization Other operating income, net OPERATING PROFIT BEFORE FINANCE INCOME FINANCE INCOME (COSTS) Financial Income Financial Expenses 20 ( ) ( ) ( ) ( ) Net Exchange Variation (23) (28) (194) (35.357) (13.101) ( ) ( ) OPERATING PROFIT BEFORE INCOME TAX ANDO SOCIAL CONTRIBUTION INCOME TAX AND SOCIAL CONTRIBUTION Current 22 - (1.141) ( ) ( ) Deferred NET PROFIT FOR THE PERIOD PROFIT ATTRIBUTABLE TO Owners of the Company BASIC AND DILUTED EARNINGS PER SHARE - R$ 23 0,4472 0,2860 0,4684 0,9850 The accompanying notes are an integral part of these financial statements. 3

6 ARTERIS S.A. INCOME STATEMENT FOR THE QUARTER ENDED SEPTEMBER 30, 2015 (In thousands of Brazilian reais - R$, except basic and diluted earnings per share) Note Parent Company Consolidated 30/06/ /06/ /06/ /06/2014 NET OPERATING REVENUE COST OF SERVICES ( ) ( ) OTHER REVENUES Equity in the arnings (losses) of subsidiaries GROSS PROFIT OPERATING (EXPENSES) INCOME General and administrative 19 (3.540) (2.573) (44.387) (48.399) Management Compensation 14 (1.467) (142) (6.056) (3.502) Tax expenses (236) (226) (1.090) (561) Amortization Other operating income, net OPERATING PROFIT BEFORE FINANCE INCOME FINANCE INCOME (COSTS) Financial Income Financial Expenses 20 ( ) (43.009) ( ) ( ) Net Exchange Variation (13) (10) (81) 870 (20.283) (5.222) ( ) (77.017) OPERATING PROFIT BEFORE INCOME TAX ANDO SOCIAL CONTRIBUTION INCOME TAX AND SOCIAL CONTRIBUTION Current (52.692) (76.595) Deferred NET PROFIT FOR THE PERIOD PROFIT ATTRIBUTABLE TO Owners of the Company BASIC AND DILUTED EARNINGS PER SHARE - R$ 23 0,1206 0,4183 0,1277 0,4252 The accompanying notes are an integral part of these financial statements. 3

7 ARTERIS S.A. Individual statement of comprehensive income for the period ended September 30, 2015 and 2014 (In thousands of Brazilian reais - R$) 30/09/ /09/2014 Net income for the year from continuing operations Other comprehensive income Total comprehensive income for the period PROFIT ATTRIBUTABLE TO Shareholder controlling participation The accompanying notes are an integral part of these financial statements. 4

8 ARTERIS S.A. Consolidated statement of comprehensive income for the period ended June 30, 2015 and 2014 (In thousands of Brazilian reais - R$) Net income for the year from continuing operations Other comprehensive income Total comprehensive income for the period PROFIT ATTRIBUTABLE TO Shareholder controlling participation As notas explicativas são parte integrante das demonstrações financeiras. 5

9 ARTERIS S.A. INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2015 and 2014 (In thousands of Brazilian reais) Profit reserves Valution Adjustments to capital - Patrimônio Share Earnings Additional dividend foreign exchange Retained Consolidated capital Legal retention proposed differences on capital earnings equity BALANCES AT DECEMBER 31, (22.271) Capital Increase ( ) - Additional proposed dividends ( ) ( ) Net income for the year BALANCES AT SEPTEMBER 30, (22.271) Profit reserves Valution Adjustments to capital - Patrimônio Share Earnings Additional dividend foreign exchange Retained Consolidated capital Legal retention proposed differences on capital earnings equity BALANCES AT DECEMBER 31, (22.271) Capital Increase ( ) - Additional proposed dividends - - Net income for the year BALANCES AT SEPTEMBER 30, (22.271)

10 ARTERIS S.A. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEMPTEMBER 30, 2015 and 2014 (In thousands of Brazilian reais) Valution Adjustments Profit reserves to capital - Share Earnings Dividendo adicional Additional dividend foreign exchange Retained Consolidated capital Legal retention proposto proposed differences on capital earnings equity BALANCES AT DECEMBER 31, (22.271) Capital Increase ( ) - Additional proposed dividends ( ) ( ) Net income for the year BALANCES AT SEPTEMBER 30, (22.271) Valution Adjustments Profit reserves to capital - Share Earnings Dividendo adicional Additional dividend foreign exchange Retained Consolidated capital Legal retention proposto proposed differences on capital earnings equity BALANCES AT DECEMBER 31, (22.271) Capital Increase ( ) - Additional proposed dividends - - Net income for the year BALANCES AT SEPTEMBER 30, (22.271)

11 ARTERIS S.A. STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED SEPTEMBER 30, 2015 And 2014 (In thousands of Brazilian reais - R$) Parent Company Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Profit for the year Adjustments to reconcile profit for the year to net cash (used in) generated by operating activities: Depreciation and amortization Write-off of permanent assets Deferred income tax and social contribution - - (50.608) (15.456) Inflation adjustment and interest on concession fees Income from restricted investments - - (16.134) (10.895) Interest and inflation adjustment on borrowings (27.496) (3.902) Interest and inflation adjustment on debentures Finance costs / (income) from discount to present value Recognition (reversal) of provision for civil, labor and tax risks Recognition (reversal) of provision for maintenance in highways Equity in the earnings (losses) of subsidiaries ( ) ( ) - - Decrease (increase) in operating assets: Trade receivables - - (21.511) (48.271) Amounts due from related parties (10.847) - - Inventories (5.308) Prepaid expenses (854) (8.264) (9.209) Taxes recoverable (28.163) (2.445) Other receivables (687) (9.628) Contractual guarantees (3) 187 Escrow deposits (295) (226) (4.987) (30.786) Other receivables (18) Increase (decrease) in operating liabilities: Trade payables (49.656) Other Trade payables (141) Contractual guarantees of suppliers - (81) (2.801) Payroll and related taxes (1.025) Taxes payable Income tax and social contribution paid - - ( ) ( ) Deferred revenue - - (461) 379 Amounts due to related parties - (50) - - Claims received - - (11.915) (5.995) Other payables (711) Concession fees (514) Civil, labor and tax risks - - (3.218) (8.091) Other payables ( ) Payment of interest - federal - - ( ) - Net cash (used in) generated by operating activities (3.418) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (1.022) (5.416) (9.738) (22.773) Increase in intangible assets (7.363) (4.918) ( ) ( ) Restricted investments (57.620) - ( ) ( ) Amount redeemed from restricted investments Additions to investments ( ) ( ) (1) (1) Redução de capital de controlada Recebimento de dividendos - exercícios anteriores - - Interest on capital received Dividends received Net cash generated by (used in) investing activities ( ) ( ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings and financing: Funding Payments - - ( ) ( ) Payment of interest - - (2.169) (675) Debentures: Issue of debentures Payment of principal ( ) - ( ) ( ) Payment of debentures - interest (65.175) - ( ) ( ) Payment of concession fees - - (56.463) (44.694) Payment of dividends (26.771) ( ) (26.771) ( ) Loan related parties ( ) (70.000) - - Net cash (used in) generated by financing activities ( ) (67.433) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (98.558) ( ) (63.058) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR The accompanying notes are an integral part of these financial statements. 8

12 ARTERIS S.A. STATEMENTS OF VALUE ADDED FOR THE PERIOD ENDED SEPTEMBER 30, 2014 AND 2015 (In thousands of Brazilian reais - R$) Parent Company Consolidated REVENUES Services provided Revenue from construction services Other revenues INPUTS PURCHASED FROM THIRD PARTIES Cost of services provided - - ( ) ( ) Cost of construction services - - ( ) ( ) Materials, energy, outside services and other - - (45.096) ( ) Cost of concession - - (83.796) (76.344) Cost of provision for maintenance in highways - - ( ) ( ) Other - - (40.873) (10.453) - - ( ) ( ) GROSS VALUE ADDED DEPRECIATION AND AMORTIZATION (1.596) (1.269) ( ) ( ) NET VALUE ADDED GENERATED (RETAINED) (1.596) (1.269) VALUE ADDED RECEIVED THROUGH TRANSFER Equity in the earnings (losses) of subsidiaries Finance income Dividends received Capitalized interest Other TOTAL VALUE ADDED TO BE DISTRIBUTED DISTRIBUTION OF VALUE ADDED Personnel and payroll charges: Salaries Benefits Severance Pay Fund (FGTS) Taxes and contributions: Federal (including tax on financial transactions - IOF) State Municipal Lenders: Interest Capitalized interest BNDES Capitalized interest Debentures Rentals 41 (2) Other Shareholders: Interest (25.064) - Capitalized interest Capital Integralization Profit for the year As notas explicativas são parte integrante das demonstrações financeiras

13 ARTERIS S.A. AND SUBSIDIARIES INTERIM FINANCIAL INFORMATION FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2015 AND INDEPENDENT AUDITOR S REPORT ON THE INTERIM FINANCIAL INFORMATION TABLE OF CONTENTS 1. OPERATIONS CONCESSIONS BASIS OF PREPARATION SIGNIFICANT ACCOUNTING POLICIES CASH AND CASH EQUIVALENTS TRADE RECEIVABLES DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION RESTRICTED INVESTMENTS INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES PROPERTY AND EQUIPMENT INTANGIBLE ASSETS LOANS AND BORROWINGS DEBENTURES RELATED-PARTY TRANSACTION CONCESSIOIN FEES PROVISIONS EQUITY REVENUES COSTS AND EXPENSES BY NATURE FINANCE INCOME (COSTS) STATEMENT OF CASH FLOWS RECONCILIATION OF INCOME TAX AND SOCIAL CONTRIBUTION EARNINGS PER SHARE FINANCIAL INSTRUMENTS SEGMENT REPORTING GUARANTEES AND INSURANCES EVENTS AFTER THE REPORTING PERIOD MATERIAL FACTS... 57

14 ARTERIS S.A. AND SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL INFORMATION FOR THE PERIOD ENDED SEPTEMBER 30, 2015 (Amounts in thousands of Brazilian reais - R$, unless otherwise stated) 1. OPERATIONS Arteris S.A. ( Company ) has its registered office and principal place of business at Avenida Presidente Juscelino Kubitschek, º andar, in the city of São Paulo, state of São Paulo, Brazil. The Company s individual and consolidated interim financial information for the quarter ended September 30, 2015 includes the Company and its subsidiaries (collectively referred to as Arteris Group and individually as Group entity ). The Company was established on November 9, Arteris, through its subsidiaries, mainly state concessionaires, has a solid cash position, robust capital structure and special funding sources to implement its business plan. The Company allocates the resources generated by operating activities to meet its working capital needs. Additionally, it accesses the capital markets and raises loans and financing with Brazil s major financial institutions and development agencies to complete its cash needs. Cash generation added to the Company s creditworthiness, besides the funds raised through long-term financing lines are appropriate to comply with its short-term liabilities recorded under current liabilities, which includes the financing amortization and to maintain an appropriate leverage level for long-term liabilities. Once its subsidiaries revenue projections in the medium and long terms indicate upward and sustainable levels through the toll traffic involvement and annual tariff increases, at the same time the work plan is supported by the loan with the Brazilian Development Bank (BNDES) and funds raised in the capital markets by means of the issue of infrastructure debentures or other securities in its concessionaires and through the Company itself, Management believes that the Company and its subsidiaries have conditions to honor their current short and medium term commitments. There were no changes in operations in the quarter and nine-month period ended September 30, 2015, in relation to the year ended December 31, The individual and consolidated interim financial information was approved by the Board of Executive Officers and authorized for issue on November 12, 2015.

15 2. CONCESSIONS In conformity with its corporate purposes, as at September 30, 2015, the Company holds interests in highway concessionaires in the State of São Paulo and in federal highway concessionaires. In comparison with the December 31, 2014, no changes in the interests in concessions were registered in the quarter and nine-month period ended September 30, 2015, except for: State concessionaires Autovias By means of Addendum 19/14 of January 16, 2015, ARTESP authorized the rebalance of the economic and financial adequacy of the concession agreement, which was granted by extending the concession term for another 3 months and 19 days without changing the concession fee. Therefore, the concession operation period was extended to December 18, This term can be extended or reduced by means of an internal administrative process, which must be concluded before the aforementioned effectiveness period starts, pursuant to Resolution ARTESP/1 of March 25, Autovias S.A. agreed with the São Paulo State Transportation Regulatory Agency - ARTESP ( ARTESP ) to include, in the concession agreement, new 14-km duplication works of SP 318, between km 253 and km 249, for an estimated amount of R$91 million. The inclusion of the works in the agreement and its economic and financial rebalancing will be carried out using the Marginal Cash Flow Methodology, with the extension of the term of Autovias S.A. s concession agreement for another six months, ending in May Vianorte By means of Addendum 15/14 of January 16, 2015, ARTESP authorized the rebalance of the economic and financial adequacy of the concession agreement, which was granted by extending the concession term estimated in another 17 days without changing the concession fee. Therefore, the concession operation period was extended to March 23, This term can be extended or reduced by means of an internal administrative process, which must be concluded before the aforementioned effectiveness period starts, pursuant to Resolution ARTESP/1 of March 25, The state concessionaires estimate the amounts shown below, as at September 30, 2015, to meet the requirements to make investments and carry out recovery and maintenance works through the end of the concession agreements. These amounts are subject to changes due to contract adaptations and periodic revisions of cost estimates over the concession period, and are verified at least once a year:

16 Nature of costs Autovias Centrovias Intervias Vianorte Forecast from Forecast from Forecast from Forecast from 2015 to to to to 2018 Total Infrastructure improvements 105,231 11, ,435 6, ,463 Special upkeep work 173,419 51, ,743 54, , ,650 62, ,178 61,056 1,000,762 Federal concessionaires As the federal models for concession agreements are non-onerous and consider the lowest toll, the federal concessionaires will not pay to the Concession Authority any fixed and/or variable concession fee for the right to operate such lots. The main commitment made by the federal concessionaires as a result of the concession agreements is the payment to the ANTT of the inspection fees intended to cover expenses on inspecting the concession over the entire period. The nominal amounts of the inspection fees are as follows: Concessionaire Annual amount Amount in the concession period Planalto Sul 1,846 32,151 Fluminense 2,665 46,415 Fernão Dias 7, ,870 Régis Bittencourt 8, ,927 Litoral Sul 6, ,885 27, ,248 The annual inspection fees are adjusted based on the same index and at the same date as the basic toll. The state concessionaires estimate the amounts shown below, as at September 30, 2015, to meet the requirements to make investments and carry out recovery and maintenance works through the end of the concession agreements. These amounts are subject to changes due to contract adaptations and periodic revisions of cost estimates over the concession period, and are verified at least once a year: Nature of costs Forecast from 2015 to 2033 Régis Planalto Sul Fluminense Fernão Dias Bittencourt Litoral Sul Total Infrastructure improvements 317,989 1,009, ,249 1,156, ,407 3,418,487 Special upkeep work 265, , , , ,421 2,691,084 Total 583,753 1,406,315 1,147,641 1,797,035 1,174,828 6,109,571

17 3. BASIS OF PREPARATION Statement of compliance The parent company interim financial information has been prepared in accordance with technical pronouncement CPC 21(R1) Interim Financial Statements, applicable to the preparation of the Quarterly Financial Information (ITR), and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission. The consolidated interim financial information has been prepared in accordance with technical pronouncement IAS 34 Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) and technical pronouncement CPC 21(R1) Interim Financial Statements, applicable to the preparation of the Quarterly Financial Information (ITR), and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission. Other information on the measurement basis, functional and presentation currency, and use of estimates and judgments, are consistent with those adopted and disclosed in the financial statements for the year ended December 31, 2014 and, therefore, must be read together with the financial statements, except for the change in estimate of decision of annual amortization of intangible assets arising from concession agreements, as reported hereinbelow. The Company recognizes the effect of the amortization of intangible assets arising from concession agreements limited to the related concession period. Until December 31, 2014, the calculation was made based on the pattern in which economic benefits are consumed, which normally occurred according to the traffic demand curve. Therefore, the amortization rate was determined by means of periodic technical and economic studies that sought to reflect the projected highway traffic growth and the generation of future economic benefits arising from the concession agreement. As of January 1, 2015, the Company started to recognize the amortization in profit or loss on a straight-line basis, prospectively, based on the concession s remaining term, since this method best reflects the consumer s pattern of future economic benefits incorporated into the asset.

18 4. SIGNIFICANT ACCOUNTING POLICES The accounting policies adopted in the preparation of the interim financial information are consistent with those disclosed in the financial statements of December 31, 2014 and, therefore, must be read together with the financial statements, taking into consideration the updates below: 4.1 The nominal balances and the present value of current and non-current liabilities, at the end of the reporting period, are as follows: Current Provision for investments in highways nominal 63, ,002 Provision for investments in highways at present value 61,261 98,280 Effect of discount to present value (2,490) (1,722) Provision for maintenance in highways - nominal 175,478 99,089 Provision for maintenance in highways at present value 169,595 95,258 Effect of discount to present value (5,883) (3,831) Concession fees - nominal (*) 79,822 76,389 Concession fees at present value (*) 77,791 74,452 Effect of discount to present value (2,031) (1,937) Noncurrent Provision for investments in highways nominal 66,825 30,220 Provision for investments in highways at present value 61,330 26,120 Effect of discount to present value (5,495) (4,100) Provision for maintenance in highways - nominal 481, ,111 Provision for maintenance in highways at present value 410, ,244 Effect of discount to present value (70,872) (82,867) Concession fees - nominal (*) 134, ,525 Concession fees at present value (*) 122, ,048 Effect of discount to present value (12,348) (19,477) (*) Includes the variable portion, as mentioned in Note 15. The recompilation of balances to their nominal amounts at the reporting date due to passage of time is recognized as finance costs in the income statement. 4.2 New and revised standards and interpretations of standards issued New IASB accounting standards, published and revised on January 1, 2015 were applied by the Company to the financial information for the period ended September 30, 2015,

19 where applicable, and did not have any material effect that required restatement of previous balances. 4.3 Intangible asset Intangible asset arising from concession agreements The Company recognized an intangible asset related to the right to charge for the use of the state concession infrastructure, measured at fair value on initial recognition. Subsequent to initial recognition, the intangible asset is measured at cost, which includes borrowing costs capitalized, less accumulated amortization and impairment losses. Until December 31, 2014, the amortization of intangible assets was recognized in profit or loss by projecting the traffic demand curve to the end of the concession period. As of January 1, 2015, the amortization is now recognized in profit or loss on a straight-line basis, based on the concession s remaining term, as of the date these assets are available for use, since this method now reflects the consumer s pattern of future economic benefits incorporated into the asset. Goodwill that has been allocated to concession rights, as well as those that have not been directly allocated to the concession, or other assets and liabilities that have the economic benefit limited in time (defined term), in view of concession right with finite useful life, is included in intangible assets in the financial statements and is amortized under the same criteria described in the previous paragraph. Intangible assets acquired separately Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Until December 31, 2014, the amortization was recognized in profit or loss substantially by projecting the estimated traffic demand curve for the concession period. As of January 1, 2015, the amortization started to be recognized in profit of loss on a straight-line basis, based on the concession s remaining term as of the date these assets are available for use, since this method now reflects the consumer s pattern of future economic benefits incorporated into the asset.

20 5. CASH AND CASH EQUIVALENTS Broken down as follows: Parent Company Consolidated Cash and banks ,204 17,928 Short-term investments (*) 358, , ,266 1,392,523 Total 358, , ,470 1,410,451 (*) Represented by highly liquid short-term investments, with insignificant risk of change in value and maturity of less than 90 days from the acquisition date, as follows: Parent Company Consolidated Bank Certificates of Deposit (CDB) ,629 12,890 Debentures under repurchase agreements , ,714 Investment funds 358, , ,557 1,249,919 Total 358, , ,266 1,392,523 The financial investments represent the amounts invested in exclusive funds, with daily liquidity and bearing % of CDI interest rate on average, with characteristics of floating investments in federal government bonds, CDBs, financial bills and repo operations backed by debentures of large-sized financial institutions with low credit risk.

21 6. TRADE RECEIVABLES Broken down as follows: Consolidated Current Non-current Current Non-current Electronic toll(*) 145, ,923 - Toll tickets 2,167-4,302 - Toll cards 4, Supplementary revenues 12,939 10,890 10,900 - Other revenues receivable ,685 11, , (*) According to Note 24 c. The Management of the Company and its subsidiaries did not identify the need to recognize a provision for loss on receivables as at September 30, The average maturity is 30 days, except for ancillary revenues, which have a receivables longer period, according to the negotiation of each agreement referring to the use of concessionaires right of way. 7. DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION Broken down as follows:

22 Consolidated Non-current assets Bases of deferred asset: Tax loss (a) 230,350 91,692 Accrued profit sharing 11,545 13,632 Civil, labor and tax risks (b) 12,690 11,167 Merged concession (c) (17,827) (19,152) Goodwill from SPR (d) - 5,078 Provision for highway maintenance 489, ,049 Adjustments to final charges 31,374 18,204 Deferred pre-operating expenses (Federal) 48,288 59,382 Adjustments related to changes in accounting practices - adoption of Law /14 (e) Differences in intangible assets, deferred charges and property and equipment, net - assets 85,381 85,381 Amortization of adjustments - changes in accounting practices - assets (31,097) (14,817) Differences in intangible assets, deferred charges and property and equipment, net - liabilities (239,484) (124,367) Amortization of adjustments - changes in accounting practices - liabilities 9,731 - Reversal of interest capitalization Taxable base 631, ,901 Combined statutory rate 34% 34% Total deferred income tax and social contribution 214, ,906 Consolidated Non-current liabilities Bases of deferred liability: Tax loss (a) 47,479 83,773 Accrued profit sharing 3,608 4,839 Civil, labor and tax risks (b) 3,351 3,965 Other provisions 1,342 - Provision for highway maintenance 89, ,302 Adjustments in financial charges 5,715 14,077 Adjustments related to changes in accounting practices - adoption of Law /14 (e) Differences in intangible assets, deferred charges and property and equipment, net (376,128) (491,245) Amortization of adjustments - changes in accounting practices 16,678 - Reversal of interest capitalization Taxable base (207,444) (265,570) Combined statutory rate 34% 34% Total deferred income tax and social contribution (70,531) (90,294) (a) Refers to tax losses and social contribution tax loss carryforwards, whose possibility of offsetting tax credit is supported by future taxable income projections of concessionaires

23 Planalto Sul, Fluminense, Fernão Dias, Régis Bittencourt, Litoral Sul and Latina Manutenção. (b) Refer to provisions for civil, labor and tax risks related to unsettled claims. (c) Credit arising from the amortization of the merged concession, recorded up to the base date of the spin-off of OHL do Brasil Participações em Infraestrutura Ltda. in June 2006 and, until then, controlled in part B of that company's taxable income book (LALUR). With the merger of the interest of OHL do Brasil Participações em Infraestrutura Ltda.; the Company recognized this credit that, pursuant to tax legislation, is amortized at the rate of 20% per annum, for tax purposes, and for the term of the concession, for accounting purposes. (d) Credit arising from the merger of SPR - Sociedade para Participações em Rodovias S.A., former parent company of Vianorte, recognized on the amount of goodwill amortized by SPR from December 2006 to September The Company recognized this credit that, according to the tax law, was amortized at the rate of 20% per annum, for tax purposes, and for the term of the concession, for accounting purposes. (e) On December 31, 2014, the Company s Management opted for the early adoption of Law 12,973/14 as expected for the fiscal year of 2014, in the following subsidiaries: Autovias and Centrovias. Other subsidiaries applied said law when it took effect as of January 1, Therefore, the Company s subsidiaries froze the balances related to changes in accounting practices and started amortizing the residual balance of adjustments referring to the changes in the accounting practices until the end of the concession period. The Company has tax credits that are not being recognized given that it is a holding company that does not record taxable result. The future business forecasts of the Company and its subsidiaries and their income projections are prepared by their Management. The expectation of recovery of all credits and the actual payment of deferred tax debits, indicated by taxable income projections, are as follows: Period ended on: Non-current asset 2016 (as of September) 48, , , ,582 After , ,749

24 Non-current liability 2017 (10,600) 2018 (1,451) 2019 (1,451) After 2020 (57,028) (70,530) 8. RESTRICTED INVESTMENTS The Company and its subsidiaries hold restricted investments in order to fulfill contractual obligations related to loans and borrowings and debentures. A brief description of these obligations is provided below: Debentures - Sinking Fund As guarantee of the strict and full compliance with the obligations assumed, the state concessionaires have been withholding and depositing on a daily basis part of their receivables to repay the principal and pay the annual interest of series 2 debentures, so that at the end of each interest and principal amortization period the payment amount is already available. These funds are kept in an investment fund specifically established for this purpose. As at September 30, 2015, these investments yielded on average 97.40% of the CDI variation. Debentures - Arteris The Parent Company must retain and deposit, as a guarantee of full compliance with the obligations assumed in the 2 nd debenture issue, an amount equivalent to 49% of dividends and interest on equity received from the subsidiaries Autovias, Centrovias and Vianorte. These funds are kept in a restricted account held by the Parent Company until the payment of the principal and/or interest of said debentures. BNDES The federal concessionaires must deposit, in a payment account with a financial institution, part of the operating revenues (between 43% and 58% of the collection of tool plazas). These funds are used for payment of the debt service and maintenance of the mandatory minimum amount of the reserve account. After the legal fulfillment of the contractual obligations, the excess funds are transferred to a free current account. The Company s federal subsidiaries must maintain deposited in a reserve account with a financial institution, until the final settlement of all obligations assumed in the financing agreement with the BNDES, a minimum amount equivalent to three times the amount of the last overdue debt service installment, including the payments of principal, interest and other debt charges arising from the financing agreement. This amount is always recalculated on the day subsequent to each payment of the monthly installments. As at September 30, 2015, these investments yielded on average 98.96% of the CDI variation. The amounts of these investments are as follow:

25 Parent Company Current Debentures 57,620 57,620 Consolidated Current Non-Current Current Non-Current Debentures 163, , BNDES - 88,415-84, ,237 88, ,377 84,860

26 9. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES Investments in subsidiaries are as follows: Common shares Equity interest (%) Equity Total assets Total liabilities Net revenue Profit / (Loss) Autovias 125,040, % 166, , , ,585 63,702 Centrovias 101,483, % 121, , , ,815 87,388 Intervias 4,352, % 213,382 1,413,627 1,200, ,314 90,251 Vianorte 1,132, % 144, , , ,349 52,403 Planalto Sul 242,629, % 213, , , ,227 (25,059) Fluminense 160,011, % 335,892 1,409,142 1,073, ,167 (2,602) Fernão Dias 351,484, % 354,277 1,651,416 1,297, ,842 (41,016) Régis Bittencourt 209,396, % 517,201 2,056,600 1,539, ,622 (1,978) Litoral Sul 267,412, % 357,141 1,685,646 1,328, ,410 (24,618) Latina Manutenção (*) 250, % 38, ,269 62, ,697 (5,247) Latina Sinalização (*) 250, % 14,243 19,803 5,560 26,653 4,159 (*) Quotas. Common shares Equity interest (%) Equity Total assets Total liabilities Net revenue Profit / (Loss) Autovias 125,040, % 190, , , ,161 99,861 Centrovias 101,483, % 147, , , , ,223 Intervias 4,352, % 198,975 1,353,720 1,154, , ,876 Vianorte 1,132, % 170, , , ,473 96,075 Planalto Sul 159,417, % 228, , , ,810 (8,150) Fluminense 75,093, % 285,494 1,250, , ,753 11,221 Fernão Dias 258,001, % 315,293 1,617,465 1,302, ,973 (15,472) Régis Bittencourt 138,326, % 519,179 1,774,947 1,255, ,165 17,953 Litoral Sul 190,854, % 341,759 1,452,849 1,111, ,570 (216) Paulista (*) 500, % (42) Latina Manutenção (*) 250, % 43, ,603 72, ,444 (801) Latina Sinalização (*) 250, % 15,084 18,529 3,445 34,918 3,690 (*) Quotas.

27 Changes in investments for the period ended September 30, 2015 are as follows: Balance at Equity in the Capital Interest on earnings (losses) of Balance at contribution capital/dividends subsidiaries in the period Autovias 190,949 - (88,073) 63, ,579 Centrovias 147,612 - (113,047) 87, ,952 Intervias 198,975 - (75,844) 90, ,382 Vianorte 170,760 - (78,322) 52, ,841 Planalto Sul 228,386 10,000 - (25,059) 213,327 Fluminense 285,494 53,000 - (2,602) 335,892 Fernão Dias 315,293 80,000 - (41,016) 354,277 Régis Bittencourt 519,179 - (1,978) 517,201 Litoral Sul 341,759 40,000 - (24,618) 357,141 Latina Manutenção 43, (5,247) 38,254 Latina Sinalização 15,084 - (5,000) 4,159 14,243 Serviço e Tecnologia de Pagamentos S.A. 1, ,034 Other investments Total 2,458, ,000 (360,286) 197,383 2,478,142 On April 14, 2014 the merger of Paulista Gerenciamento de Rodovias Ltda. ( Paulista ) into Latina Manutenção de Rodovias Ltda. ( Latina Manutenção ), both of them controlled by Arteris, was approved. The merger of Paulista into Latina Manutenção is part of the Group s corporate restructuring, which aims at improving the organization of activities, increasing economic efficiency and synergy gain, reducing operating and financial costs and simplifying the corporate structure. Changes in investments for the year ended December 31, 2014 are as follows: Equity in the Balance at Balance at Merger of Paulista by Capital Interest on capital/ earnings (losses) Latina Manutenção contribution dividends of subsidiaries in the period Autovias 188, (97,681) 99, ,949 Centrovias 147,038-4,980 (124,629) 120, ,612 Intervias 200, (144,764) 142, ,975 Vianorte 155, (80,701) 96, ,760 Planalto Sul 156,536-80,000 - (8,150) 228,386 Fluminense 182,723-94,215 (2,665) 11, ,494 Fernão Dias 290,765-40,000 - (15,472) 315,293 Régis Bittencourt 343, ,676 (4,264) 17, ,179 Litoral Sul 259,232-82,743 - (216) 341,759 Paulista 1,905 (1,863) - - (42) - Latina Manutenção 42,440 1, (801) 43,501 Latina Sinalização 18, (7,000) 3,690 15,084 Serviço e Tecnologia de Pagamentos S.A. 1, ,034 Other investments Total 1,988, ,614 (461,704) 467,218 2,458,045

28

29 10. PROPERTY AND EQUIPAMENT Arteris S.A. and Subsidiaries Changes in property and equipment are as follows: Parent Company Cost of property and equipment Furniture, fixtures and facilities Facilities, buildings and premises Leasehold improvements Other property and equipment Land Total Balance at ,375 2,782 4,574 3, ,365 Additions ,022 Balance at ,419 2,782 4,617 3, ,387 Accumulated depreciation Balance at (1,628) (1,175) (791) (1,598) - (5,192) Depreciation (233) (85) (806) (284) - (1,408) Balance at (1,861) (1,260) (1,597) (1,882) - (6,600) Property and equipment, net Balance at ,747 1,607 3,783 1, ,173 Balance at ,558 1,522 3,020 2, ,787 Depreciation rates - %

30 Cost of property and equipment Furniture, fixtures and facilities Computers and peripherals Consolidated Facilities, Vehicles buildings and premises Land Machinery and equipment Other property and equipment Property and equipment in progress Total Balance at ,580 8,174 22,436 13, ,531 3,165 11, ,665 Additions ,292 9,738 Transfers/Reclassifications (a) (785) 22 (1,212) (954) (402) (2,798) Disposals/write-offs (164) (75) (818) (4) - (361) (13) - (1,435) Balance at ,493 8,678 20,810 13, ,404 4,087 16, ,170 Accumulated depreciation Balance at (10,747) (5,833) (12,962) (4,104) - (13,889) (1,644) - (49,179) Depreciation (1,356) (639) (1,915) (1,371) - (2,720) (293) - (8,294) Transfers/Reclassifications (399) Disposals/write-offs Balance at (11,462) (6,398) (14,325) (5,420) - (16,730) (1,929) - (56,264) Property and equipment, net Balance at ,833 2,341 9,474 9, ,642 1,521 11,225 61,486 Balance at ,031 2,280 6,485 8, ,674 2,158 16,115 59,906 Depreciation rates - % (a) Refers to the transfer of property and equipment to intangible assets.

31 11. INTANGIBLE Changes in intangible assets are as follows: Parent Company Cost of intangible assets Software Balance at ,427 Additions 7,363 Disposals/write-offs (1) Balance at ,789 Accumulated amortization: Balance at (1,036) Amortization (188) Balance at (1,224) Intangible assets, net: Balance at ,391 Balance at ,565 Amortization rate % 20%

32 Consolidated Cost of intangible assets Intangible assets in highways works and services (a) Concession (b) Merged concession (c) Software Operation right (d) Intangible asset in progress (e) Advances to suppliers Total Balance at ,394, , ,380 32,319 9,997 1,820,880 1,667 9,755,391 Additions 305, ,612 2, , ,310,131 Transfers/Reclassification 418, (416,247) (39) 2,741 Disposals/write-offs (10,959) - - (130) - (3,969) (656) (15,714) Balance at ,107, , ,380 42,286 12,941 2,391,929 1,494 11,052,549 Accumulated amortization: Balance at (2,007,334) (247,683) (86,306) (13,806) (4,633) - - (2,359,762) Amortization (335,532) (25,459) (9,719) (1,974) (1,211) - - (373,895) Transfers/Reclassification (178) (178) Disposals/write-offs 1, ,163 Balance at (2,341,706) (273,142) (96,025) (15,955) (5,844) - - (2,732,672) Intangible assets, net: Balance at ,386, ,256 58,074 18,513 5,364 1,820,880 1,667 7,395,629 Balance at ,765,874 78,797 48,355 26,331 7,097 2,391,929 1,494 8,319,877 (a) Refer to projects and services carried out on the highways, such as paving, duplication, side roads, shoulders, work yards, special construction projects, ground leveling, implementing a system for collecting tolls and monitoring traffic, signaling and other such services, amortized on a straight line basis, prospectively as of January 1, 2015 until the final term of the concession. Until December 31, 2014, amortization was carried out based on the traffic curve until the final term of the concession. (b) Refers to the amount assumed for the operation of the highway system adjusted to present value. See Note 15. (c) Refers to the right of grant deriving from merging the spun-off portion, in June 2006, of OHL Participações, former parent company of Autovias and Centrovias. This amount is being amortized on a straight line prospectively as of January 1, 2015 until the final term of of the concession. Until December 31, 2014, amortization was carried out based on the traffic curve until the final term of the concession. (d) Refers to the amount assumed for using granite and gneiss rocks in infrastructure work in projects for the companies pertaining to the Arteris Group and installation and safeguarding of equipment to perform the work. (e) Refer to ongoing projects and services on the highways, such as paving, duplication, side roads, shoulders, work yards, special construction projects, ground leveling, implementing a system for collecting tolls and monitoring traffic, signaling and other such services.

33 12. LOANS AND BORROWINGS Broken down as follows: Consolidated Series Annual charges Maturity Current Non-current Current Non-current Autovias: Vehicle financing (b) 6.0% p.a. Oct Centrovias: Vehicle financing (b) 6.0% p.a. Oct Vianorte: Vehicle financing (b) 6.0% p.a. Nov Planalto Sul: Investment financing (BNDES) (a) TJLP % p.a. Dec-25 21, ,643 18, ,878 Investment financing (BNDES) (a) TJLP % p.a. Mar-27-25, Investment financing (BNDES) (a) IPCA % p.a. Jan-27-13, , ,065 18, ,878 Fluminense: Investment financing (BNDES) (a) TJLP p.a. Nov-26 28, ,914 25, ,940 28, ,914 25, ,940 Fernão Dias Equipment financing (FINAME) (b) 6% p.a. Jun Investment financing (BNDES) (a) TJLP % Mar-26 47, ,715 43, ,896 47, ,358 44, ,714 Régis Bittencourt Investment financing (BNDES) (a) TJLP % p.a. Dec-24 81, ,946 66, ,636 81, ,946 66, ,636 Litoral Sul: Investment financing (BNDES) (a) TJLP % p.a. Jun-26 39, ,497 32, ,147 39, ,497 32, ,147 Latina Manutenção: Equipment financing (FINAME) (b) TJLP + 4.5% p.a. Mar , Working capital (d) 112.5% CDI May-17 5,523 4,927 6,007 9,855 Leasing (c ) 2.10% to 3.7% + CDI and 15.8% Feb , ,394 4,927 10,509 10,164 Total 226,702 2,829, ,865 2,716,797 TJLP - Long-Term Interest Rate. (a) Credit facility opening agreement entered into with the Brazilian Economic and Social Development Bank (BNDES) to finance the recovery, improvement, maintenance, conservation, expansion, and operation works and services in the highways. (b) Financing of equipment, guaranteed by the financed assets, collateral signature of shareholders or promissory notes. (c) Finance lease agreements signed with financial institutions for acquisition of vehicles, information technology equipment and other equipment. The guarantees are the financed assets.

34 (d) Bank credit notes contracted from the financial institution for purchase of property and equipment for the São José Mill facility, with repayment term of 36 months as from the transaction formalization date, guaranteed by Arteris. As at September 30, 2015, the maturities of the borrowings and financing are as follows: Maturity year 2016 (as of September) 77, , , ,224 After ,926,579 2,829,029 As at September 30, 2015, there were no changes to the restrictive covenants contained in the financial statements of December 31, The Company and its subsidiaries are compliant with all restrictive covenants of the agreements with the BNDES at the end of the reporting period. The fair value of borrowings recognized in current and non-current liabilities approximates their carrying amount, since the impact of the discount is not significant, considering that the discount rates are substantially similar to the contracted rates.

35 13. DEBENTURES Broken down as follows: Parent Company Series Number issued Contractual yield rates (%) Maturities Current Non-current Current Non-current 1st issue (d) 20,000 CDI + 1.4% p.a. Jul ,372-2nd issue (i) 30,000 CDI % p.a. Oct-17 8, , ,154 3rd issue (k) 75,000 CDI % p.a. Dec-16 32, , , ,000 41,297 1,056, , ,154 Consolidated Contractual Series Number issued Maturities Current Non-current Current Non-current yield rates (%) Arteris: 1st issue (d) 20,000 CDI + 1.4% p.a. Jul ,372-2nd issue (i) 30,000 CDI % p.a. Oct-17 8, , ,154 3rd issue (k) 75,000 CDI % p.a. Dec-16 32, , ,000 41,297 1,056, , ,154 Autovias: 1st issue - Series 2 (a) 120,000 IPCA + 8% p.a. Mar-17 71,158 47,500 63, ,984 3rd issue (c) 30,000 CDI % p.a. Aug-17 99, , , , , , , , ,984 Transaction cost (433) (172) (619) (477) 169, , , ,507 Centrovias: 1st issue - Series 2 (a) 120,000 IPCA + 8% p.a. Mar-17 73,934 44,725 62, ,618 2nd issue (f) 40,000 CDI+0.99% p.a. Jun , , , , , , , , ,378 Transaction cost (647) (451) (896) (899) 201, , , ,479 Intervias: 3rd issue (c ) 60,000 CDI % p.a. Sep , ,000 19, ,000 4th issue Series 1 (g) 15,000 CDI+1.10% p.a. Oct-19 9, ,000 3, ,000 4th issue Series 2 (g) 22,500 IPCA+5.96% p.a. Oct-19 34, ,000 5, ,000 97, , ,000 28, ,000 Transaction cost (1,426) (2,627) (1,424) (3,698) 241, ,373 27, ,302 Vianorte: 1st issue - Series 2 (a) 100,000 IPCA + 8% p.a. Mar-17 59,029 40,087 52,408 88,015 2nd issue (b) 15,000 CDI % p.a. Mar-17 60,353 30,000 64,892 90, , ,382 70, , ,015 Transaction cost (254) (49) (426) (252) 119,128 70, , ,763

36 1st issue (e) 1,390 CDI + 1.4% p.a. Jul ,011-2nd issue (j) 10,000 IPCA+8.17% p.a. Dec , , ,075 16,011 - Transaction cost - (1,098) (12) (167) - 113,977 15,999 (167) Fluminense: 1st issue (e) 2,250 CDI + 1.4% p.a. Jul ,917-2, ,917 - Transaction cost - - (17) ,900 - Fernão Dias 1st issue (e) 3,370 CDI + 1.4% p.a. Jul ,818-2nd issue (h) 10,000 CDI % p.a. Jun , ,530 13, ,067-38, ,530 Transaction cost (370) - (251) (109) 110,697-38, ,421 Régis Bittencourt 1st issue (e) 3,940 CDI + 1.4% p.a. Jul ,383-3, ,383 - Transaction cost ,383 - Litoral Sul: 1st issue (e) 2,610 CDI + 1.4% p.a. Jul ,064-2, ,064 - Transaction cost - - (25) ,039 - Total 884,176 2,442, ,384 2,257,459 (a) 1 st issue of debentures, series 1 and 2, on March 15, 2010 with unit face value of R$1,000 each. (b) 2 nd issue of debentures, in a single series, of Vianorte, on March 20, 2014 with unit face value of R$10,000 each. (c) 3 rd issue of debentures, in a single series, of Intervias, on September 25, 2013 with unit face value of R$10,000 each, and 3 rd issue of debentures, in a single series, of Autovias, on December 18, 2013 with unit face value of R$10,000 each. (d) 1 st issue of debentures, in a single series, of the Parent Company, on October 4, 2013 with unit face value of R$10,000 each. (e) 1 st issue of federal concessionaires debentures, in a single series, on October 4, 2013, with unit face value of R$10,000 each. (f) 2 nd issue of Centrovias debentures, in a single series, issued on March 20, 2014, with unit face value of R$10,000 each. (g) 4 th issue of Intervias debentures, in two series, the agreement was issued on October 15, 2014, with unit face value of R$10,000. (h) 2 nd issue of Fernão Dias debentures, in a single series, issued on December 15, 2014, with unit face value of R$10,000 each.

37 (i) 2 nd issue of the Parent Company s debentures on October 1, 2014, with unit face value of R$10,000 each. (j) 2 nd issue of Planalto Sul's debentures, issued on December 15, 2014, with unit face value of ten thousand reais (R$10) each. The payment of this issue was on April (k) 3 rd issue of the Parent Company s debentures, on June 19, 2015, with unit face value of R$10,000 each. Debentures were subscribed by their unit face value plus, for second series debentures, the corresponding adjustment for inflation and, for all debentures, the interest charged from the issue date through their actual payment date, as described below: Consolidated Issue date Nominal value Payment date Amount subscribed 1st issue - State Series , ,382 2nd issue - Centrovias and Vianorte , ,722 3rd issue - Autovias and Intervias and , and ,168 4th issue - Intervias , ,640 1st issue - Federal , to ,338 2nd issue - Federal , ,530 2nd issue - Federal , ,000 1st issue - Arteris , ,156 2nd issue - Arteris , ,486 3rd issue - Arteris , ,408 3,750,600 3,774,830 The yield on 2 nd series debentures of 1 st issue of concessionaires Autovias, Centrovias and Vianorte is paid yearly, every March 15, as of 2011, and amortized yearly as of March 15, The yield on 3 rd issue debentures of Intervias is paid on a semi-annual basis, every 25 of March and September, as of 2014, and amortized in three annual installments, as of September 25, The yield on 3 rd issue debentures of Autovias is paid on a semi-annual basis, every 20 of February and August, as of 2014, and amortized in six semi-annual installments, as of February The yield on 2 nd issue debentures of Centrovias is paid on a semi-annual basis, every 20 of July and December, as of December 20, and amortized in seven semi-annual installments, as of June 20, The yield on 1 st series debentures of 4 th issue of concessionaire Intervias is paid on a semiannual basis, every 15 of April and October, as of 2015, and amortized in three annual installments, as of October 15, The yield on 2 nd series debentures of 4 th issue of concessionaire Intervias is paid yearly, every October 15, as of 2015, and amortized in a lump sum on October 15, 2019.

38 The yield on 2 nd issue debentures of concessionaire Vianorte is paid on a semi-annual basis, every 20 of March and September, as of 2014, and amortized in three semi-annual installments, as of March 20, The yield on 2 nd issue debentures of concessionaire Planalto Sul is paid yearly, every December 15, as of 2016, and amortized in seven annual installments, as of December 15, The yield on 2 nd issue debentures of concessionaire Fernão Dias is paid and amortized in a lump sum on June 15, The yield on 1 st issue debentures of the federal concessionaires was paid and amortized in a lump sum on July 4, The yield on 2 nd issue debentures of the Parent Company is paid on a semi-annual basis, every 1 of April and October, as of 2015, and amortized in three annual installments, as of October 1, The yield on 3 rd issue debentures of the Parent Company is paid on a semi-annual basis, every 19 of June, as of December 2015, and amortized in a lump sum on December 19, The yield on 1 st issue debentures of the Parent Company was paid and amortized in a lump sum on July 4, As at September 30, 2015, long-term installments of both issues are broken down as follows: Maturity year 1 st, 2 nd, 3 rd and 4 th issue debentures of state concessionaires contain restrictive covenants that could accelerate their maturity and require the fulfillment of certain financial ratios, as specified in the early maturity clauses included in the indenture of each issue, filed with the CVM. As at September 30, 2015, the Company and its subsidiaries were compliant with the contractual terms and conditions agreed for the debentures. The debentures of the 1 st Issue - Series 2 are guaranteed by: Parent Company 2016 (as of September) 750, ,115 1,056,115 Maturity year Consolidated 2016 (as of September) 825, , ,466 After ,571 2,442,745

39 1. Pledge of 51% of the shares of the issuers Autovias, Centrovias, and Vianorte. The pledge percentage will be periodically decreased as the debentures are amortized. 2. Collateralization of 80% of toll plaza receivables. The collateralized percentage will be periodically decreased as the debentures are amortized. 3. Collateralization of 100% of the concession compensation receivables. 4. All units of the Sinking Fund, as described in Note 8. The debentures issued by the parent company, as well as the debentures issued by state and federal concessionaires have restrictive clauses that entail early redemption and require compliance with certain financial indices, as disclosed in the section Indentures and advances from debentures, filed at CVM. In order to not fail to comply with any clause of the BNDES agreement, the subsidiary Fernão Dias was granted referred agency s approval for the 2 nd issue of debentures on October 16, The debentures of the 2 nd issue of the parent company are guaranteed by: 1. Assignment of 49% of dividends and interest on equity paid to the parent company by concessionaires Autovias, Centrovias and Vianorte. 2. Assignment of 100% of the funds deposited in a restricted account in which dividends paid to the parent company by the concessionaires Autovias, Centrovias and Vianorte are deposited. The debentures of the 3 rd issue of the parent company are guaranteed by: 1. Assignment of all of the dividends and interest on equity paid to the parent company by concessionaire Intervias. 2. Assignment of 100% of the funds deposited in a restricted account in which dividends paid to the parent company by the concessionaire Intervias are deposited. 3. Fiduciary sale of all of the shares issued by a wholly owned subsidiary of the parent company which, in turn, will directly hold 49% of Intervias shares. The 2 nd issue debentures of concessionaire Fernão Dias are guaranteed by aval guarantee by Arteris S.A., in favor of the debenture holders. The 1 st and 2 nd issue debentures of the federal concessionaires are guaranteed by aval guarantee by Arteris S.A., in favor of the debenture holders. The 2 nd issue debentures of concessionaire Planalto Sul are guaranteed by: 1. Fiduciary assignment of receivables held by the Company % pledge of shares held by the Company. 3. Fiduciary assignment of concession s rights.

40 As at September 30, 2015, the Company and its subsidiaries were compliant with the contractual terms and conditions agreed for the debentures. 14. RELATED-PARTY TRANSACTIONS Parent Company (*) Current assets Amounts due from related parties: Subsidiaries: Autovias (a) 1,052 1,024 Centrovias (a) 942 1,101 Intervias (a) 998 1,114 Vianorte (a) Planalto Sul (a) Fluminense (a) Fernão Dias (a) Régis Bittencourt (a) Litoral Sul (a) 1, Latina Manutenção (a) 1,277 1,505 Latina Sinalização (a) Autovias (d) 1,909 4,913 Centrovias (d) 1,214 3,386 Intervias (d) 5,654 4,783 Vianorte (d) - 2,572 Planalto Sul (b) 20,695 16,823 Fluminense (b) 21,044 56,804 Fernão Dias (b) 41,587 32,730 Régis Bittencourt (b) 18,326 14,393 Litoral Sul (b) 44,365 81,759 Total 163, ,103 (*) No balances in the consolidated. (*) No balances in the consolidated. Parent Company (*) Dividends receivable from subsidiaries: Fluminense (k) - 2,665 Régis Bittencourt (k) - 4,264 Total - 6,929

41 Non-current assets Parent Company (*) Amounts due from related parties - subsidiaries: Planalto Sul (b) 172, ,075 Fluminense (b) 177, ,833 Fernão Dias (b) 351, ,639 Régis Bittencourt (b) 157, ,379 Litoral Sul (b) 384, ,853 Total 1,242,874 1,143,779 Parent Company (*) Amounts due from related parties - Debentures subsidiaries: Planalto Sul (e) 28,790 - Fluminense (f) 88,412 - Fernão Dias (i) 20,290 - Régis Bittencourt (g) 247,682 - Litoral Sul (h) 211,496 - Total 596,670 - Total non-current 1,839,544 1,143,779 (*) No balances in the consolidated. Current liabilities Parent Company (*) Borrowings and financing - subsidiaries: Autovias (c) 25,071 33,225 Centrovias (c) 37,109 24,702 Intervias (c) 43,320 31,493 Vianorte (c) 21,632 17,622 Total 127, ,042 (*) No balances in the consolidated. Parent Company Consolidated Trade payables: Partes relacionadas: Fernão Dias (a) Participes en Brasil S.L Total

42 Non-current liabilities Parent Company (*) Borrowings and financing - subsidiaries: Autovias (c) 248, ,230 Centrovias (c) 310, ,201 Intervias (c) 394, ,745 Vianorte (c) 176, ,075 Total 1,130,323 1,124,251 Amounts due from related parties - Debentures subsidiaries: Intervias (j) 248,449 - Total 248,449 - Total 1,378,772 1,124,251 (*) No balances in the consolidated. (a) Refer to the apportionment of administrative costs and expenses among Arteris Group companies. In order to increase the efficiency of the current criterion for cost apportionment, expedite the administrative process and ensure that all the benefited parties pay for a share of the expenses related to the Group s administrative and support areas, in 2014, the Company adopted a new criterion for apportioning costs applicable to all Group companies. This criterion adjusts the apportioned percentages of costs based on the companies revenue. This change does not affect the consolidated operating result. (b) Intercompany loan agreements with an interest rate equivalent to 100% of the CDI variation plus 1.037% to 1.4% per year with interest rates maturing as of December 2015 and principal as of December (c) Intercompany loan agreements with an interest rate equivalent to 100% of the CDI variation plus 1.037% to 1.4% per year with interest rates maturing as of December 2015 and principal as of December (d) Refers to interest on equity receivable. (e) Refers to the indenture of the 3 rd issue of non-convertible, subordinated debentures, in a single series, entered into between Autopista Planalto Sul S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.4% per year, with principal amount and interest rates expected to mature on March 29, (f) Refers to the indenture of the 2 nd issue of non-convertible, subordinated debentures, in a single series, entered into between Autopista Fluminense S.A. (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.5% per year, with principal amount and interest rates expected to mature on April 10, 2017.

43 (g) Refers to the indenture of the 2 nd and 3 rd issues of non-convertible, subordinated debentures, in a single series, entered into between Autopista Régis Bittencourt S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.5% per year, with principal amount and interest rates of the 2 nd issue expected to mature on April 27, 2017, and of the 3rd issue expect to mature on June 25, (h) Refers to the indenture of the 3 rd issue of non-convertible, subordinated debentures, in a single series, entered into between Autopista Litoral Sul S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.5% per year, with principal amount and interest rates expected to mature on April 28, (i) Refers to the indenture of the 3 rd issue of non-convertible, subordinated debentures, in a single series, entered into between Autopista Fernão Dias S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.5% per year, with principal amount and interest rates expected to mature on August 19, (j) Refers to the indenture of the 4 th issue of non-convertible, subordinated debentures, in a single series, entered into between Concessionária de Rodovias do Interior Paulista S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 2.0% per year, with principal amount and interest rates expected to mature on June 25, (k) Dividends received on April 10, Parent Company Quarter Period Quarter Period Net financial income (expenses): Subsidiaries: Autovias (11,746) (34,188) (7,023) (27,434) Centrovias (12,776) (33,950) (9,273) (19,354) Intervias (25,273) (50,764) (5,647) (26,912) Vianorte (7,439) (19,786) (5,449) (15,065) Planalto Sul 7,779 20,961 5,211 14,378 Fluminense 10,515 26,124 5,296 13,471 Fernão Dias 14,667 38,494 8,970 27,339 Régis Bittencourt 13,326 26,781 3,123 12,144 Litoral Sul 21,982 53,824 5,149 25,330 Total 11,035 27, ,897

44 During the quarter and nine-month period ended September 30, 2015, the Company recognized R$1,467 and R$4,002, respectively (R$142 and R$3,004, respectively as at September 30, 2014) at the parent company, and R$6,056 and R$17,500, respectively, (R$3,502 and R$12,819, respectively as at September 30, 2014) at the consolidated, as Management compensation. Management neither received nor granted loans to the Company and its subsidiaries, and are not entitled to significant fringe benefits. The Company grants its employees profit sharing on an annual basis, which is calculated based on the attainment of corporate targets and specific goals established, approved and disclosed at the beginning of each fiscal year, and the payment is made in the following year, in accordance with the attainment of targets and goals. During the current fiscal year, the accounting provisions are calculated each month on bases that are estimated and appropriated to profit or loss, having payroll obligations as consideration. The balances of the provision for profit sharing (PLR) recorded on September 30, 2015, under the Payroll obligations line, are R$5,783 on the parent company (R$7,647 as at December 31, 2014) and R$22,518 (R$28,595 as at December 31, 2014) on the consolidated. All active employees and employees dismissed for the period, who worked during the fiscal year, are entitled to profit sharing. In the case of employees dismissed, only those dismissed without cause are entitled to profit sharing. The calculation of the profit sharing is based on corporate targets and specific goals to which weights are attributed in accordance with specific tables. The targets, goals and weights can be mainly summarized as the achievement of the budget for expenses and revenues, consolidated EBITDA and EBITDA by company, in addition to individual evaluations based on technical expertise and commitment to quality. The Company and its subsidiaries offer their employees health care, reimbursement of dental care expenses and life insurance during the employment period. Such benefits are partially funded by the employees, based on their professional category and the usage of the respective plans. These benefits are recognized as costs or expenses when incurred. In regard to transactions carried out with related parties, whenever necessary, these transactions are submitted to the Board of Directors for approval, pursuant to the Company s Bylaws. The transactions and business entered into by the Company and its subsidiaries with related parties are subject to the finance charges previously described, which are compatible with the rates usually practiced in Brazil.

45 15. CONCESSION FEES Refer to the fees payable for the concessions granted to subsidiaries Autovias, Centrovias, Intervias and Vianorte to the São Paulo State Highway Department (DER/SP), discounted to present value. The concession fees will be paid in 240 monthly consecutive installments, the first of which was paid in September 1998 by Autovias, in June 1998 by Centrovias, in February 2000 by Intervias, and in March 1998 by Vianorte. The amounts are adjusted using the same formula and at the same dates as the tool adjustment, and are due on the last business day of each month. Therefore, the amount of the fees payable was determined as follows: Consolidated Present Value Notional amount (*) Current Autovias Centrovias Intervias Concession fee 7,980 7,634 8,194 7,838 Variable portion (a) Concession fee 11,941 11,422 12,261 11,727 Variable portion (a) Concession fee 7,431 7,108 7,630 7,298 Variable portion (a)(b) Vianorte Concession fee 48,442 46,336 49,741 47,574 Variable portion (a) Total 77,791 74,452 79,822 76,389 Non-current Consolidated Present Value Notional amount (*) Autovias Concession fee 14,528 18,669 16,011 20,948 Centrovias Concession fee 19,015 25,464 20,831 28,402 Intervias Concession fee 22,742 25,738 25,926 29,867 Vianorte Concession fee 65,970 93,177 71, ,308 Total 122, , , ,525 (*) Notional amounts adjusted for inflation through the end of the reporting period, included solely as additional information.

46 (a) On December 14, 2013, ARTESP s Managing Board extended, for indefinite term, the previously granted authorization to withhold and discount 50% of the amount due as variable concession fee (which corresponds to 1.5% of the concessionaire s revenue). (b) The variable amount, corresponding to 1.5% of the monthly toll revenue and 25% of the monthly supplementary revenues actually earned, is due by the last business day of the subsequent month. On June 27, 2015, the State Official Gazette published Artesp s authorization for the toll tariff increase as of July 1, 2015 based on the General Market Price Index (IGP-M). The number of installments payable as at September 30, 2015 is as follows: Current Portions Noncurrent Total Autovias Centrovias Intervias Vianorte The amounts paid by the Company s subsidiaries to the Concession Authority during the period ended September 30, 2015 are as follows: Fixed Concession fee Variable Amount paid Autovias 5,945 3,846 9,791 Centrovias 8,895 4,126 13,021 Intervias 5,535 5,286 10,821 Vianorte 36,088 3,577 39,665 Total 56,463 16,835 73,298 As at September 30, 2015, the amounts related to the actual amount classified in non-current liabilities are broken down as follows: Maturity year 2016 as of September 17, ,879 After , ,255 The concession model for federal highways does not include this type of payment of concession fee to the granting authority. The type of payment adopted in this concession

47 operation model was offering the lowest basic toll tariff to be collected from users and the obligation of an allowance to cover the concession s inspection expenses. 16. PROVISIONS Civil, labor and tax risks The Company and its subsidiaries are parties to ongoing lawsuits basically involving civil liability to highway users and labor claims. Management recognized, based on the opinion of its legal counsel, a provision to cover probable losses on said lawsuits and estimates that the final outcome will not affect significantly the cash flows, financial position, and results of operations of the Company and its subsidiaries. Changes in the consolidated balance of civil, labor and tax risks during the period ended September 30, 2015 are as follows: Additions Reversalss Uses Charges Civil 7,483 4,958 (3,514) (1,744) 38 7,221 Labor 7,715 3,630 (1,708) (556) (38) 9,043 Total 15,198 8,588 (5,222) (2,300) - 16,264 Additionally, the Company and its subsidiaries are parties to ongoing civil and labor lawsuits arising from the normal course of business, which were assessed as possible loss by their legal counsel and for which no provision has been recognized. These lawsuits total R$9,530 and R$2,588, respectively, in each nature of risk, as at September 30, 2015 (R$7,298 and R$5,419, as at December 31, 2014). Escrow deposits totaling R$5,408 and R$108,901, in the parent company and consolidated, respectively on September 30, 2015 (R$5,113 and R$54,103 on December 31, 2014), classified in non-current assets refer to, in the subsidiaries, lawsuits to which no provision has been recognized because the respective risk of loss was assessed as possible or remote. The increase in the balance of escrow deposits in the consolidated, in relation to December 31, 2014 refers to the indemnities for expropriation of works in the right-of-way provided for in the concession agreements. The balance of R$108,901 of escrow deposits in the consolidated is composed as follows: on September 30, 2015, R$57,723 referring to indemnities for work expropriation in federal concessionaires, R$34,862 referring to federal concessionaires lawsuits filed against ANTT, to annul the deficiency notices imposed by the Agency (in the opinion of the legal advisors, the deficiency notices were based on weak grounds and the amounts therein were disproportionate), and R$16,316 referring to sundry deposits from state concessionaires and the parent company.

48 Provision for maintenance and investments in highways The provision for maintenance and investments in highways is calculated, respectively, based on the best estimate of the expenditures to be incurred on repairs and replacements and construction and improvement services. The provision for investments considers the amounts through the end of the concession period, while the provision for maintenance considers the amounts of the next intervention. Changes in provisions for maintenance and investments in highways during the period ended September 30, 2015 are as follows: Current Non-current Provisions Maintenance in highways Investments in highways Maintenance in highways Investments in highways Payments made in the period ended September 30, 2015, related to maintenances performed, totaled R$103, EQUITY Balances at ,258 98, ,244 26,120 Additions ,613 1,008 Uses (81,046) (1,127) - - Discount to present value - (2,961) 32,737 1,273 Transfers 155,383 (32,931) (155,383) 32,929 Balance at ,595 61, ,211 61,330 a) As at September 30, 2015 share capital is R$1,033,198 (R$873,822 as at December 31, 2014) represented by 344,444,440 common shares without par value, held as follows: Number of shares Equity interest - % subscribed Participes en Brasil S.L. 238,563, Board of Directors 5 - Other 105,881, Total 344,444, At the Annual Shareholders Meeting held on April 8, 2015, the Company approved a capital increase with profit reserves in the amount of R$159,376, without issuing new shares.

49 b) Profit reserves and distribution of dividends (Parent Company): 18. REVENUES Legal and profit retention reserve The Company s bylaws prescribe that the profit for the year, after recognition of the legal reserve, as provided for by law, can be allocated to the provision for civil, labor and tax risks, the earnings retention reserve set out in the capital budget to be approved at the Shareholders Meeting, or the unrealized earnings reserve, pursuant to Article 198 of Law 6404/76. Distribution of dividends The Company s bylaws provide for the distribution of a minimum mandatory dividend of 25% of the profit for the year, adjusted pursuant to Article 202 of Law 6404/76. At the Annual and Extraordinary Shareholders Meeting held on April 8, 2015, the Company approved the distribution of dividends in the amount of R$27,028, paid on May 29, Broken down as follows: Consolidated Quarter Period Quarter Period Revenue from services provided 627,426 1,814, ,956 1,792,625 Revenue from construction services 421,755 1,168, ,057 1,280,367 Other revenues 8,359 48,447 25,981 37,307 1,057,540 3,031,569 1,156,994 3,110,299 The reconciliation between gross revenue and net revenue presented in the income statement for the period is as follows: Consolidated Quarter Period Quarter Period Gross revenue 1,057,540 3,031,569 1,156,994 3,110,299 Service tax (ISSQN) (31,717) (92,561) (32,615) (90,985) Tax on revenue (PIS) (4,218) (12,589) (2,372) (12,945) Tax on revenue (COFINS) (19,485) (58,131) (23,251) (56,104) Other deductions (443) (957) (571) (1,226) Net revenue 1,001,677 2,867,331 1,098,185 2,949,039

50 19. COSTS AND EXPENSES BY NATURE Broken down as follows: Parent Company Quarter Nine months Quarter Nine months Expenses: Personnel (5) (147) (2,170) (2,595) Outsourced services (222) (1,951) (283) (685) Maintenance and upkeep (59) (87) - - Depreciation / amortization (535) (1,596) (244) (1,269) Insurance / guarantees (35) (108) - (1) Consumption (31) (99) (13) (73) Transportation 4 (50) (21) (117) Other (2,657) (3,176) 158 (705) Total (3,540) (7,214) (2,573) (5,445) Consolidated Quarter Nine months Quarter Nine months Expenses: Personnel (22,654) (64,449) (21,133) (58,819) Outsourced services (5,941) (22,315) (10,192) (25,241) Maintenance and upkeep (602) (1,477) - - Depreciation / amortization (1,921) (5,679) (3,703) (11,402) Contingencies (1,232) (3,592) (1,274) (10,163) Insurance / guarantees (37) (203) (506) (1,355) Consumption (4,247) (13,437) (8,996) (17,083) Transportation (1,363) (3,859) (2,677) (3,782) Other (6,390) (16,167) 82 (11,935) Total (44,387) (131,178) (48,399) (139,780) Consolidated Quarter Nine months Quarter Nine months Costs: Construction costs (421,755) (1,168,620) (495,057) (1,280,367) Personnel (36,714) (118,642) (33,674) (102,215) Outsourced services (38,462) (120,008) (31,484) (116,786) Conservation (25,209) (82,135) (24,394) (76,380) Maintenance/upkeep of furniture/properties (3,062) (10,357) (3,645) (10,047) Consumption (8,683) (24,156) (5,779) (16,115) Transportation (9,205) (27,678) (7,926) (23,485) Inspection fee (Federal) (10,423) (31,027) (9,708) (29,028) Funds for technological development (Federal) (792) (2,690) (491) (2,676) Insurance / guarantee (5,326) (17,756) (6,100) (17,375) Costs with concession authority (6,042) (16,878) (5,952) (16,705) Provision for maintenance in highways (51,036) (113,634) (41,707) (117,210) Depreciation / amortization (131,979) (376,510) (83,717) (234,558) Other (5,706) (2,729) 259 (4,562) Total (754,394) (2,112,820) (749,376) (2,047,510)

51 20. FINANCE INCOME (COSTS) Broken down as follows: Parent Company Quarter Nine months Quarter Nine months Finance income: Interest income 68, ,184 36,859 93,862 Short-term investments 16,666 21, ,668 Other income Total 84, ,473 37,797 98,618 Finance charges (99,084) (215,498) (31,737) (88,765) Other costs (6,174) (8,309) (11,272) (22,926) Total (105,258) (223,807) (43,009) (111,691) Consolidated Quarter Nine months Quarter Nine months Finance income: Interest income 1,301 3, ,199 Short-term investments 42, ,326 31,476 84,014 Finance charges - reversal of present value adjustment 2,231 5, Other income 2,276 4, Total 48, ,611 32,040 86,078 Finance costs: Finance charges (143,411) (400,790) (89,320) (260,323) Inflation adjustment of concession fees (5,191) (18,966) (2,239) (15,717) Finance charges - discount to present value (10,095) (37,285) (3,442) (20,161) Other costs (14,846) (24,874) (14,926) (33,673) Total (173,543) (481,915) (109,927) (329,874) 21. STATEMENTS OF CASH FLOWS a) Cash and cash equivalents The breakdown of cash and cash equivalents included in the statement of cash flows is stated in Note 5. b) Supplemental information Parent Company Non-cash investing and financing transactions: Paid-up capital profit reserves 159, ,405

52 Consolidated Non-cash investing and financing transactions: Purchases of intangible assets recognized under trade payables, related parties, contractual guarantees and taxes payable Paid- up capital loan Paid-up capital profit reserves Capitalized interest (131,016) 67,473 10, ,376-19, ,889 44,185

53 22. RECONCILITION OF INCOME TAX AND SOCIAL CONTRIBUTION The reconciliation of effective and statutory income tax and social contribution rates in the income statements for the periods ended September 30, 2015 and 2014 is as follows: Parent Company Quarter Nine months Quarter Nine months Profit before income tax and social contribution 41, , , ,316 Combined statutory rate 34% 34% 34% 34% Expectation of income tax and social contribution expense, according to the combined effective rate (14,123) (52,367) (48,993) (113,328) Adjustments to effective rate: Equity in the earnings (losses) of subsidiaries 22,262 67,110 50, ,615 Interest on capital received (2,217) (5,813) (2,112) (5,550) Other adjustments (5,922) (8,930) Expense recognized (1,141) Income tax and social contribution expense: Current - - (1,141) (1,141) Consolidated Quarter Nine months Quarter Nine months Profit before income tax and social contribution 257, , , ,687 Combined effective rate 34% 34% 34% 34% Expectation of income tax and social contribution expense, according to the combined effective rate (24,469) (87,406) (75,524) (174,654) Adjustments to effective rate: Other adjustments (3,514) (8,337) (150) 230 Expenses recognized (27,981) (95,743) (75,674) (174,424) Income tax and social contribution expense: Current (52,692) (146,351) (76,594) (189,880) Deferred 24,711 50, ,456 The effects of certain items of such reconciliation, over which no deferred income tax and social contribution were recognized, arise from specific tax situations of companies that did not meet the conditions established in the accounting standard for recognition of deferred tax assets. On November 11, 2013, the Provisional Measure 627, converted into Law No. 12,973, as of May 13, 2014, was published, introducing changes in tax rules and revoking the Transitional Tax Regime (RTT), adopted by the Company and its subsidiaries for calculation of income tax and social contribution on net income. On December 31, 2014, the Company s Management opted for its early adoption as provided for by laws for the fiscal year of 2014, referring to subsidiaries Autovias and Centrovias. Other subsidiaries applied said law when it took effect as of January 1, 2015.

54 The adjustments were not relevant for the Company and consolidated results. 23. EARNINGS PER SHARE The tables below reconcile the profit and the weighted average of the value per share applied to calculate the basic and diluted earnings per share. Parent Company Quarter Nine months Quarter Nine months Profit for the period 41, , , ,175 Number of shares during the year 344, , , ,444 Earnings per share Consolidated Quarter Nine months Quarter Nine months Profit for the period 43, , , ,261 Number of shares during the year 344, , , ,444 Earnings per share There is no difference between basic and diluted earnings per share, since during the period ended September 30, 2015 there were no equity instruments with dilution effect. 24. FINANCIAL INSTRUMENTS According to their nature, financial instruments may involve known or unknown risks and a potential risk assessment is important. The main market risk factors that may affect the business of the Company and its subsidiaries are as follows: Capital risk management The Company s management manages its cash in order to be able to continue as a going concern and maximize the funds for use in new investments, as well as to provide return to shareholders. The Company s capital structure consists of financial liabilities, cash and cash equivalents, marketable securities and equity, comprising share capital and profit reserves. Management periodically reviews the capital structure and its ability to settle its liabilities, and timely monitors the average term of suppliers in relation to the average turnover of current

55 assets, taking the necessary actions when the ratio between these balances presents assets higher than liabilities. The Company s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide return to shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital and maximize the funds for use in new investments and investments in existing businesses. Fair value of financial instruments carried at amortized cost The financial instruments held by the Company are carried at amortized cost and approximate their fair value because: Borrowings, financing and debentures: are substantially contracted at floating interest rates. Trade receivables and payables: have average term of 30 days. Cash and cash equivalents and restricted investments: are substantially indexed to the CDI. As the nature, characteristics and contracted conditions are reflected in the carrying amounts, the eligible balances are discounted to present value, when applicable. The Company and its subsidiaries did not hold derivatives or other instruments with similar risks. Differences might occur if these amounts were settled in advance. Parent Company Consolidated Assets Loans receivable Loans receivable Loans receivable Loans receivable Cash and cash equivalents ,204 17,928 Cash and cash equivalents 358, , ,266 1,392,523 Related parties 2,002,857 1,370, Trade receivables , ,297 Restricted investments 57, , ,237 Other receivables 1,960 1,314 5,915 6,874 (*) It refers to the hierarchy to calculate the fair value.

56 Parent Company Consolidated Liabilities Financial liabilities at amortized cost Financial liabilities at amortized cost Financial liabilities at amortized cost Financial liabilities at amortized cost Trade payables and contractual guarantees 3,419 2, , ,647 Borrowings and financing - - 3,055,731 2,915,662 Debentures 1,097, ,526 3,326,921 3,136,843 Related parties 1,505,915 1,231, Concession fees , ,500 Other payables 3,636 2,756 16,488 10,165 (*) It refers to the hierarchy to calculate the fair value. CPC 40 (R1) and IFRS 7 require the classification into a three-level fair value hierarchy of financial instruments, based on observable and unobservable inputs related to the valuation of a financial instrument on the measurement date. CPC 40 (R1) and IFRS 7 also define the observable inputs, such as market data, obtained from independent sources, and the unobservable inputs reflecting the market assumptions. Market risks a) Exposure to exchange rate risks As at September 30, 2015, the Company and its subsidiaries did not have any material assets or liabilities denominated in foreign currency. b) Exposure to interest rate risks The Company, through its subsidiaries, is exposed to normal market risks related to TJLP, IPCA and CDI fluctuation in connection with real-denominated borrowings and debentures. Interest on short-term investments is pegged to CDI fluctuation. As at September 30, 2015, Management carried out a sensitivity analysis, taking into account 25% and 50% increases and a 25% decrease in expected interest rates on the balances of borrowings and financing and debentures, net of short- term investments.

57 Indicators Scenario I (probable) Scenario II (+ 25%) Scenario III (+50%) Scenario IV (- 25%) CDI 12.38% 15.48% 18.57% 9.29% Interest to be incurred (*) (141,228) (175,884) (201,499) (120,549) Income from short-term investments 75, , ,401 62,560 Interest to be incurred from CDI, net (*) (65,525) (72,027) (77,098) (57,989) TJLP 7.00% 8.75% 10.50% 5.25% Interest to be incurred (*) (232,846) (270,632) (308,437) (202,153) Interest to be incurred from TJLP, net (*) (232,846) (270,632) (308,437) (202,153) IPCA 6.46% 8.08% 9.69% 4.85% Interest to be incurred (*) (87,421) (94,833) (105,046) (74,381) Interest to be incurred from IPCA, net (*) (87,421) (94,833) (105,046) (74,381) Interest to be incurred, net (*) (385,792) (437,492) (490,581) (334,523) Source of indexes: Focus Report - BACEN. (*) Refers to the scenario of interest to be incurred in the shorter of the next 12 months or up to the agreement termination date. c) Credit risk These presentations are additional to the disclosures required by IFRS, being in conformity with the disclosures required by the CVM. As at September 30, 2015, the subsidiaries have receivables totaling R$145,390 (R$137,923 at December 31, 2014) from CGMP - Centro de Gestão de Meios de Pagamento S.A., Dbtrans, Conectar and Autoexpresso, arising from tolls collected by the electronic toll payment system ( Sem Parar ), recognized in line item Trade receivables. The subsidiaries have a letter of guarantee issued by a bank to secure the collection of such receivables from CGMP. d) Liquidity risk Liquidity risk is managed by the parent company Arteris S.A., which has an appropriate liquidity risk management model for the needs to obtain funding and manage liquidity on a short-, medium- and long-term basis. The parent company manages liquidity risks by maintaining adequate reserves, bank credit lines and other credit lines for obtaining funding in the form of loans, as deemed appropriate, through ongoing monitoring of forecast and actual cash flows, as well as through the combination of maturity profiles for financial assets and liabilities. The table below shows details of the remaining contractual maturity of the Company s non-derivative financial liabilities and the contractual amortization terms. This table was prepared under the undiscounted cash flow method for financial liabilities based on the most recent date on which the Company should settle the respective obligations. The table includes interest and principal cash flows. To the extent that the interest flows are floating, the undiscounted amount was obtained based on the interest curves at the end of the

58 reporting period. The contractual maturity is based on the most recent date on which the Company should settle the respective obligations: Type Effective (weighted average) interest rate % p.a After 2019 Total Debentures - CDI (State) , ,000 1,043, ,784,639 Debentures - IPCA , , ,029 7, ,344 1,226,265 Finame ,798 1, ,166 Concession fees ,581 82, , ,645 BNDES Automático , , , ,414 2,762,103 4,072,402 Working capital , ,986 Leasing Total 236,261 1,433,282 2,339, ,026 2,901,566 7,341, SEGMENT REPORTING On January 1, 2009, the Company adopted CPC 22 and IFRS 8 Segment Reporting, which require that operating segments be identified based on internal reports regarding the Company s components that are regularly reviewed by the Company s Management, in charge of operational decisions, to allocate funds to the segment and assess its performance. As a means of managing its business within the financial and operational scopes, the Company has classified its businesses as construction and concession of highways. These two divisions are considered the primary segments for reporting purposes. The main characteristics are mentioned in Notes 2 and 4. a) Income statement by segment Concession Construction Total Eliminations and Consolidated holding balance Net revenue of the segment 2,867, ,350 3,101,681 (234,350) 2,867,331 Costs (2,122,485) (211,755) (2,334,240) 221,420 (2,112,820) Gross profit 744,846 22, ,441 (12,930) 754,511 General and administrative expenses (139,897) (24,893) (164,790) 14,426 (150,364) Other operating (expenses) income ,582 2,429 Finance income 247,417 1, ,010 (116,399) 132,611 Finance costs (561,001) (1,979) (562,980) 81,065 (481,915) Foreign exchange gain (loss), net (1) (170) (171) (23) (194) Operating profit before taxes 291,982 (2,625) 289,357 (32,279) 257,078 Income tax and social contribution: Current (145,202) (1,149) (146,351) - (146,351) Deferred 51,691 2,686 54,377 (3,769) 50,608 Profit for the year 198,471 (1,088) 197,383 (36,048) 161,335

59 Concession Construction Total Eliminations and holding Consolidated balance holding consolidado Net revenue of the segment 2,949, ,074 3,329,113 (380,074) 2,949,039 Costs (2,074,528) (346,310) (2,420,838) 373,328 (2,047,510) Gross profit 874,511 33, ,275 (6,746) 901,529 General and administrative expenses (145,477) (25,486) (170,963) 15,729 (155,234) Other operating (expenses) income ,361 10,072 Finance income 168,212 1, ,033 (83,955) 86,078 Finance costs (397,815) (1,798) (399,613) 69,739 (329,874) Foreign exchange gain (loss), net ,114 1,114 Operating profit before taxes 500,074 8, ,444 5, ,685 Income tax and social contribution: Current (183,093) (5,646) (188,739) (1,141) (189,880) Deferred 16,664 2,442 19,106 (3,651) 15,456 Profit for the year 333,645 5, , ,261 b) Balance sheet by segment Assets Concession Construction Total Eliminations and holding Consolidated balance CURRENT Cash and cash equivalents 461,632 24, , , ,470 Trade receivables 164, , ,685 Restricted investments 105, ,617 57, ,237 Amounts due from related parties 129,373 22, ,077 (152,077) - Other current assets 73,908 15,371 89,279 19, ,518 Total current assets 935,157 62, , ,014 1,280,910 NON-CURRENT ASSETS Restricted investments 88,415-88,415-88,415 Amounts due from related parties 1,378,772-1,378,772 (1,378,772) - Deferred income tax and social contribution 186,937 11, ,331 16, ,749 Other non-current assets 115, ,168 10, ,582 Property and equipment 13,756 37,363 51,119 8,787 59,906 Intangible assets 8,295,587 7,725 8,303,312 16,565 8,319,877 Deferred charges 48,289-48,289 (48,289) - Total non-current assets 10,127,073 57,333 10,184,406 (1,374,877) 8,809,529 Total assets 11,062, ,072 11,182,302 (1,091,863) 10,090,439

60 Liabilities Concession Construction Total Eliminations and holding Consolidated balance CURRENT Borrowings and financing 220,308 6, , ,702 Debentures 842, ,879 41, ,176 Trade payables 169,769 20, ,688 (19,286) 171,402 Payroll and related taxes 113,612 22, ,602 18, ,830 Concession fees 77,791-77,791-77,791 Dividends proposed Claims received Provision for maintenance / Investments 230, , ,856 Other current liabilities 252,095 6, ,632 (162,893) 95,739 Total current liabilities 1,907,310 56,840 1,964,150 (122,397) 1,841,753 NON-CURRENT LIABILITIES Borrowings and financing 2,824,102 4,927 2,829,029-2,829,029 Debentures 1,386,630-1,386,630 1,056,115 2,442,745 Concession fees 122, , ,255 Provision for maintenance / Investments 471, , ,541 Other non-current liabilities 1,925,801 5,807 1,931,608 (1,838,604) 93,004 Total non-current liabilities 6,730,329 10,734 6,741,063 (782,489) 5,958,574 Equity 2,424,591 52,498 2,477,089 (186,977) 2,290,112 Total liabilities 11,062, ,072 11,182,302 (1,091,863) 10,090, Assets Concession Construction Total Eliminations and holding Consolidated balance CURRENT Cash and cash equivalents 1,279,341 21,594 1,300, ,516 1,410,451 Trade receivables 152,835 1, , ,062 Restricted investments 174, , ,377 Amounts due from related parties 107, ,049 (107,049) - Other current assets 54,099 60, ,378 (34,782) 79,596 Total current assets 1,767,701 83,100 1,850,801 (32,315) 1,818,486 NON-CURRENT ASSETS Restricted investments 84,860-84,860-84,860 Amounts due from related parties 1,124,251-1,124,251 (1,124,251) - Deferred income tax and social contribution 155,009 8, ,718 20, ,906 Other non-current assets 48, ,248 6,213 55,461 Property and equipment 16,436 35,877 52,313 9,173 61,486 Intangible assets 7,380,334 5,904 7,386,238 9,391 7,395,629 Deferred charges 59,373-59,373 (59,373) - Total non-current assets 8,868,969 51,032 8,920,001 (1,138,659) 7,781,342 Total assets 10,636, ,132 10,770,802 (1,170,974) 9,599,828

61 Liabilities Concession Construction Total Eliminations and holding Consolidated balance CURRENT Borrowings and financing 188,356 10, , ,865 Debentures 649, , , ,384 Trade payables 125,281 14, ,059 2, ,868 Payroll and related taxes 106,139 27, ,513 16, ,563 Concession fees 74,452-74,452-74,452 Dividends proposed 6,929-6,929 20,099 27,028 Claims received 39,266-39,266 (20,919) 18,347 Provision for maintenance / Investments 193, , ,538 Other current liabilities 321,909 8, ,270 (256,499) 73,771 Total current liabilities 1,704,882 61,022 1,765,904 (8,088) 1,757,816 NON-CURRENT LIABILITIES Borrowings and financing 2,804,569 10,164 2,814,733 (97,936) 2,716,797 Debentures 1,948,521-1,948, ,938 2,257,459 Concession fees 163, , ,048 Provision for maintenance / Investments 469, , ,364 Other non-current liabilities 1,147,882 4,360 1,152,242 (1,045,675) 106,567 Total non-current liabilities 6,533,384 14,524 6,547,908 (834,673) 5,713,235 Equity 2,398,404 58,586 2,456,990 (328,213) 2,128,777 Total liabilities 10,636, ,132 10,770,802 (1,170,974) 9,599,828

62 26. GUARANTEES AND INSURANCES By force of contract, the concessionaires maintain regularized and updated the guarantees covering expansion and special conservation functions, as well as operating functions, ordinary upkeep of the highway network and payment of the fixed concession fees, when applicable. In addition, as required by contract and the internal risk management policy, the concessions have insurance policies in place for operating risks, engineering risks and civil liability, to ensure coverage of damages arising from risks inherent to its activities, such as loss of revenue, total or partial destruction of works and assets that are part of the concession, as well as property damage and bodily injury to users. All of them are in accordance with international standards for projects of this nature. As at September 30, 2015, the subsidiaries insurance coverage is summarized as follows: Indemnity limits State Type Covered risks Autovias Centrovias Intervias Vianorte All risks Property damage/loss of revenue (*) 180, , , ,000 Civil liability 18,000 25,000 21,000 25,000 Guarantee Concession agreement performance guarantee 98, , , ,786 Type Covered risks Planalto Sul Indemnity limits Federal Fernão Régis Fluminense Dias Bittencourt Litoral Sul All risks Property damage/loss of revenue (*) 180, , , , ,000 Civil liability 20,000 20,000 20,000 20,000 20,000 Guarantee Concession agreement performance guarantee 53,951 74, , , ,420 (*) By claim. The Company has also civil liability insurance policies for board members, directors and officers, with an indemnity limit of R$62,000. The Company contracted Judicial Guarantee Insurance policies referring to lawsuits deriving from ANTT s tax deficiency notices to which no provision was recognized, since the related risk was classified as possible or remote. These guarantees amount to R$54,828 for Litoral Sul and R$1,160 for Planalto Sul.

63 27. EVENTS AFTER THE REPORTING PERIOD Litoral Sul On October 19, 2015, Autopista Litorial Sul approved a capital increase of R$20,000, via the issue of 15,625 new no-par, registered common shares, at R$1.28 per share. The capital stock is now R$363,996, divided into 298,663 shares, all subscribed and paid-up by Arteris S.A. Régis Bittencourt On October 19, 2015, Autopista Régis Bittencourt issued 1,500 debentures, in a single series, totaling R$15,000. The debentures are subordinated, with no secured interest and no personal guarantee. The proceeds from the debenture issue will be allocated to the execution of the Company s investment plan. The indenture represents the sixth issue of non-convertible debentures, yielding 100% of the accumulated variation of the DI plus a surcharge of 1.5% p.a. The debentures will mature on October 19, Fernão Dias On October 19, 2015, 18,472,906 new no-par, registered common shares were paid-up, for an issue price of R$0.812, totaling R$15,000, which were subscribed on October 19, 2015 by means of the Minutes of the Extraordinary Shareholders Meeting. Total capital stock subscribed and paid-up is R$433,001, divided into 454,343,031 shares. On November 3, 2015, 25,125,628 new no-par, registered common shares were paid-up, for an issue price of R$0.796, totaling R$20,000, which were subscribed on November 3, 2015 by means of the Minutes of the Extraordinary Shareholders Meeting. Total capital stock subscribed and paid-up is R$453,001, divided into 479,468,659 shares.

64 28. MATERIAL FACTS On September 22, 2015, within the scope of the tender offer for the acquisition of up to all shares issued by the Company for the purpose of cancelation of its registration as a category A publicly held company and conversion into a category B issuer, and subsequent delisting from the Novo Mercado of the BM&FBOVESPA Securities, Commodities and Futures Exchange, to be held by its controlling shareholder, Participes en Brasil S/A., as disclosed in the material facts of April 30, 2015 and August 5, 2015, Arteris S.A. informed its shareholders and the market in general that it received, on said date, after the closing of the trading session, the valuation report of the shares issued by the Company, at economic value, prepared by Banco BNP Paribas Brasil S.A. ( Valuation Report ), as resolved at the Company s Extraordinary Shareholders Meeting held on August 25, According to the Valuation Report, Banco BNP Paribas Brasil S.A. assessed the economic value of Company shares at between R$8.74 and R$9.55. On September 23, 2015, Arteris S.A., informed its shareholders and the market in general that it received a correspondence from its controlling shareholder, Partícipes en Brasil S.A., stating that it acknowledged the valuation report of Company shares prepared by Banco BNP Paribas Brasil S.A. ( Valuation Report ), as resolved at the Company s Extraordinary Shareholders Meeting held on August 25, 2015 and, considering that the economic value of Company shares, assessed at the Valuation Report and disclosed on the material fact of September 22, 2015, was lower than the ten reais and fifteen centavos (R$10.15) per share informed on the correspondence attached to the material fact of April 30, 2015, would proceed with the Tender Offer in accordance with the terms and conditions already disclosed to the market.

65 3Q15 Earnings Release November 13, 2015 Page 1 of Q15 CONSOLIDATED EARNINGS RELEASE

66 3Q15 Earnings Release November 13, 2015 Page 2 of 28 3Q15: MILLION VEH- EQU TOLLED, TOLL REVENUE OF R$627.4 MILLION (-1.3%), ADJUSTED EBITDA OF R$381.8 MILLION (-10.8%) AND NET INCOME OF R$44.0 MILLION EARNINGS CONFERENCE CALL AGENDA São Paulo, November 13, 2015 Arteris S.A. (BM&FBovespa Novo Mercado: ARTR3) announces its consolidated results for the third quarter of 2015, ended September 30, Except where stated otherwise, the following financial and operating information is presented on a consolidated basis in Brazilian reais (R$), pursuant to Brazilian Corporate Law. IN PORTUGUESE Monday (November 16, 2015) 11:00 a.m. (São Paulo) 8:00 a.m. (US Eastern Time) Dial in: +55 (11) Code: ARTERIS Replay: from November 16 to November 22 Dial in: +55 (11) Code: # IN ENGLISH (Simultaneous Translation) Monday (November 16, 2015) 11:00 a.m. (São Paulo) 8:00 a.m. (US Eastern Time) Dial in: +55 (11) Code: ARTERIS Replay: from November 16 to November 22 Dial in: +55 (11) Code: # PUBLIC PRESENTATION (in Portuguese only) Tuesday (November 17, 2015) 9:00 a.m. (São Paulo) RSVP: ri@arteris.com.br WEBCAST Live audio webcast available at with replay available on the Company s website after the event. 3Q15 HIGHLIGHTS Tolled Traffic: In 3Q15 the volume of tolled traffic totaled million vehicle equivalents, 8.9% down on 3Q14, due to Brazil s economic slowdown and the elimination, since April, of charging for the suspended axles of empty heavy vehicles on federal highways. Despite the overall reduction, the volume of light vehicles increased by 2.2% in the quarter and 3.6% in 9M15. Toll Plaza Revenue: Toll plaza revenue came to R$627.4 million in 3Q15, a slight decrease of 1.3% over the same period last year, while year-to-date revenue totaled R$1.8 billion, 1.2% more than in 9M14. Despite the reduction in traffic, toll plaza revenue remained more-or-less flat, due to period tariff adjustments, which were above inflation in certain federal concessions, due to the correction of imbalances. EBITDA and Adjusted EBITDA: Third quarter EBITDA increased by 14.4% over 3Q14 to R$330.7 million, while Adjusted EBITDA declined by 10.8% to R$381.8 million, with a margin of 65.8%. Debt: Net debt closed 3Q15 at R$5.3 billion, 6.0% more than at the end of 2Q15. The leverage ratio, as measured by Net Debt / Adjusted EBITDA less Fixed Concession Fee (last 12 months) ratio was 3.75x. Investments: Investments in toll roads, mainly federal highways, came to R$432.2 million in 3Q15 and R$1.3 billion in 9M15. Net Income: Arteris posted net income of R$44.0 million in 3Q15, 70% down year-onyear, and R$161.3 million in the first nine months, down by 52.4% over 9M14, chiefly due to higher depreciation and the financial result, impacted by the increase in debt and interest. Financial Indicators 3Q15 2Q15 3Q14 Var Var 3Q15/2Q15 3Q15/3Q14 9M15 9M14 Var 9M15/9M14 Vehicle-Equivalents (Thousand) 170, , , % -8.9% 509, , % Toll plazas revenue (R$ Thousand) 627, , , % -1.3% 1,814,502 1,792, % Net revenue (R$ Thousand) 1,001, ,725 1,098, % -8.8% 2,867,331 2,949, % EBITDA (R$ Thousand) 330, , , % -14.4% 988,765 1,002, % Adjusted EBITDA (R$ Thousand) ¹ 381, , , % -10.8% 1,102,399 1,119, % Net income (R$ Thousand) 43,985 60, , % -70.0% 161, , % EBITDA margin* 57.0% 57.7% 64.1% -0.7 p.p p.p. 58.2% 60.1% -1.8 p.p. Adjusted EBITDA margin* 65.8% 64.2% 71.0% 1.6 p.p p.p. 64.9% 67.1% -2.2 p.p. Equity (R$ Thousand) 2,290,112 2,246,127 2,117, % 8.2% 2,290,112 2,117, % Total assets (R$ Thousand) 10,090,439 9,607,585 8,627, % 17.0% 10,090,439 8,627, % Gross debt / Total capitalization ² 73.6% 72.7% 70.5% 0.9 p.p. 3.1 p.p. 73.6% 70.5% 3.1 p.p. Net debt (R$ Thousand) 5,286,530 4,985,112 3,985, % 32.6% 5,286,530 3,985, % Net debt / Adjusted EBITDA minus fixed concession charge ³ BM&FBovespa: ARTR3 Bloomberg: ARTR3 BZ Thomson Reuters: ARTR.BR Update on November 12, 2015 Closing Price: R$9.43 per share Market Cap: R$3.2 billion ¹ Refers to the provision set for the maintenance of highways. ² Total capitalization = equity + gross debt ⁴ Total capitalization = equity + net debt ³ Adjusted EBITDA accumulated last 12 months * EBITDA Margin based on Net Operating Revenues, excluding construction Revenues Arteris S.A. Investor Relations Area: ir.arteris.com.br Av. Pres. Juscelino Kubitschek, º andar Vila Olímpia São Paulo SP Phone

67 3Q15 Earnings Release November 13, 2015 Page 3 of 28 CONSOLIDATED INCOME STATEMENT (In thousands of Brazilian reais) 3Q15 2Q15 3Q14 Var% 3Q15/2Q15 Var% 3Q15/3Q14 9M15 9M14 Var% 9M15/9M14 GROSS SERVICE REVENUE 1,057, ,988 1,156, % -8.6% 3,031,569 3,110, % Toll plazas revenue 627, , , % -1.3% 1,814,502 1,792, % State 377, , , % 0.9% 1,053,105 1,049, % Autovias 90,432 82,933 89, % 0.8% 254, , % Centrovias 97,933 88,090 97, % 0.5% 272, , % Intervias 102,504 93, , % 1.0% 287, , % Vianorte 86,878 76,409 85, % 1.4% 238, , % Federal 249, , , % -4.6% 761, , % Planalto Sul 26,563 27,304 31, % -16.0% 82,150 85, % Fluminense 42,625 42,087 42, % 0.5% 129, , % Fernão Dias 60,159 58,892 62, % -3.7% 180, , % Régis Bittencourt 65,398 65,729 66, % -2.3% 201, , % Litoral Sul 54,934 52,684 58, % -5.6% 167, , % Others 8,359 18,095 25, % -67.8% 48,447 37, % Construction services 421, , , % -14.8% 1,168,620 1,280, % DEDUCTIONS FROM REVENUE (55,863) (53,263) (58,809) 4.9% -5.0% (164,238) (161,260) 1.8% NET SERVICE REVENUE 1,001, ,725 1,098, % -8.8% 2,867,331 2,949, % COST AND EXPENSES (670,940) (627,566) (711,818) 6.9% -5.7% (1,878,566) (1,946,909) -3.5% Cost of services (excl. depreciation and amortization) (149,624) (149,881) (128,814) -0.2% 16.2% (454,056) (415,285) 9.3% Cost of construction services (421,755) (393,824) (495,057) 7.1% -14.8% (1,168,620) (1,280,367) -8.7% Administrative expenses (excl. depreciation and amortization) (42,466) (42,823) (44,970) -0.8% -5.6% (125,499) (128,661) -2.5% Directors' compensation (6,056) (5,773) (3,502) 4.9% 72.9% (17,500) (12,819) 36.5% Tax expenses (1,090) 258 (561) % 94.3% (1,686) (2,635) -36.0% Provision for maintenance in highw ays (51,036) (35,760) (41,712) 42.7% 22.4% (113,634) (117,215) -3.1% Other operating income, net 1, , % -61.2% 2,429 10, % EBITDA 330, , , % -14.4% 988,765 1,002, % EBITDA Margin* 57.0% 57.7% 64.1% 58.2% 60.1% DEPRECIATION AND AMORTIZATION (133,900) (124,163) (87,223) 7.8% 53.5% (382,189) (245,763) 55.5% Depreciation and amortization (133,900) (124,163) (87,223) 7.8% 53.5% (382,189) (245,763) 55.5% FINANCE INCOME (COSTS) (124,871) (102,907) (77,016) 21.3% 62.1% (349,498) (242,681) 44.0% Finance income 48,753 36,475 32, % 52.2% 132,611 86, % Finance costs (173,543) (139,330) (109,927) 24.6% 57.9% (481,915) (329,874) 46.1% Foreign exchange gain (loss), net (81) (52) 870 (194) 1,114 OPERATING PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION 71,966 92, , % -67.6% 257, , % INCOME TAX AND SOCIAL CONTRIBUTION (27,981) (31,471) (75,675) -11.1% -63.0% (95,743) (174,424) -45.1% Current (52,692) (47,357) (76,595) 11.3% -31.2% (146,351) (189,880) -22.9% Deferred 24,711 15, % % 50,608 15, % NET INCOME FOR THE PERIOD 43,985 60, , % -70.0% 161, , % * The EBITDA margin is based on Net Operating Revenue excluding Construction Revenue.

68 3Q15 Earnings Release November 13, 2015 Page 4 of 28 Gross Revenue Breakdown 3Q15 Economic and Financial Performance Gross Service Revenue Arteris recorded gross revenue of R$1 billion in 3Q15, 8.6% less than in the same period in 2014, broken down as follows: 40% 1% 59% Toll Construction Others Toll revenue of R$627.4 million, accounting for 59% of total revenue in 3Q15, a slight decline of 1.3% over 3Q14; Construction revenue declined by 14.8% to R$421.7 million, or 40% of the total, reflecting the investments to improve the group s highway infrastructure. The decline in this line was due to increased investments in maintenance works, which are not registered in this line; Toll Revenue Breakdown 3Q15 Other revenue, accounting for approximately 1% of the total, came to R$8.3 million, comprising the highway concession s ancillary revenue. In 9M15, the Company s gross revenue stood at R$3.0 billion, a slight decrease of 2.5% over 9M14. 40% 60% State Federal Toll Plaza Revenue Toll revenue remained virtually flat in 3Q15, falling by a slight 1.3% over 3Q14, despite the period reduction in traffic, thanks to the tariff increases for all concessions. Some of the federal highway adjustments were above inflation due to the rebalancing of the contracts following the amendments. The state concessionaires recorded revenue of R$377.7 million in 3Q15, accounting for 60% of total toll revenue and virtually flat in the quarterly (+0.9%) and year-to-date (+0.3%) comparisons, due to the respective 3.0% and 4.2% reductions in the volume of tolled traffic in the respective periods, offset by the tariff increases (approximately 4.1%) in July The federal highways closed 3Q15 with revenue of R$249.7 million, 4.6% less than in the same period last year, pulled down by the growing reduction in traffic, despite tariff increases above inflation. Year-to-date revenue recorded a 2.5% improvement. Tolled Traffic: The Company s consolidated tolled traffic volume came to 170,040 thousand vehicle equivalents, 8.9% down on 3Q14. Vehicle-Equivalents (Thousand) 3Q15 2Q15 3Q14 1 Comparabl Var% Var% Var% 9M15 9M14 e Basis 3Q15/2Q15 3Q15/3Q14 9M15/9M14 9M15/9M14 State Concessions 53,201 50,043 54, % -3.0% 152, , % -4.2% Autovias 12,087 11,492 12, % -3.5% 34,930 36, % -4.4% Centrovias 14,349 13,432 14, % -4.0% 41,069 43, % -5.4% Intervias 16,902 15,982 17, % -1.9% 48,372 49, % -3.2% Vianorte 9,862 9,137 10, % -2.6% 27,890 29, % -4.0% Federal Concessions 116, , , % -11.4% 357, , % -7.8% Planalto Sul 6,476 6,656 8, % -22.2% 20,026 22, % -11.4% Fluminense 11,210 11,069 12, % -10.1% 34,503 35, % -6.6% Fernão Dias 37,585 36,793 41, % -9.7% 112, , % -7.4% Régis Bittencourt 32,684 32,854 37, % -12.1% 100, , % -8.0% Litoral Sul 28,884 27,717 32, % -10.6% 89,064 87, % -7.8% Total 170, , , % -8.9% 509, , % -6.8% 1- Comparable bases by adjusting for the non-recurring effects of the closing of toll plazas P1 and P2 in Autopista Fluminense (between January and February 2014) and the opening of toll plaza P5 in Autopista Litoral Sul in June 2014.

69 3Q15 Earnings Release November 13, 2015 Page 5 of 28 Traffic Breakdown (Vehicle Equivalents) 3Q15 The substantial reduction in the volume of tolled vehicles in recent quarters was due to the slowdown of Brazil s economy, in turn reducing GDP, especially in regard to industrial production. The impact of the slowdown led to a hefty decline in heavy traffic in 2Q15, mainly on our federal highways, an average 70% of whose traffic consists of heavy vehicle equivalents, versus 60% on the state highways. On the other hand, light vehicle volume grew by 2.2% in the quarterly comparison and 3.6% in 9M15. Another factor contributing to the traffic downturn was the application, since April 2015, of the Truck Drivers Law, which eliminated the charge on the suspended axles of empty heavy vehicles on the federal highways and whose impact will be rebalanced by tariff adjustments in the next contractual tariff revision. If this law were not in effect, third-quarter federal highway and consolidated tolled traffic would have fallen by 7.0% and 5.8%, respectively, over 3Q14, with respective year-to-date declines of 2.5% and 3.0% over 9M14. Autopista Planalto Sul s 22.2% year-on-year decline in the third quarter was due to the fact that in 3Q14 it received vehicles from frontage roads with stretches temporarily closed due to the exceptionally strong rainfall in the region. In terms of composition, 62.6% of 3Q15 tolled traffic in the state concessions (measured in vehicle equivalents) consisted of heavy vehicles and 37.4% consisted of light vehicles; with respective ratios of 70.2% and 29.8% in the federal concessions. Average Toll Tariff: In 3Q15, the average consolidated tariff of Arteris concessionaires was R$3.69, 8.3% up on 3Q14. The following table shows average toll tariff trends in each of the concessionaires and on a consolidated and comparable basis: Average Toll Tariff (R$ / Vehicle-Equivalents) 3Q15 2Q15 3Q14 Var% 3Q15/2Q15 Var% 3Q15/3Q14 9M15 9M14 Var% 9M15/9M14 State Concessions % 4.0% % Autovias % 4.5% % Centrovias % 4.7% % Intervias % 3.0% % Vianorte % 4.1% % Federal Concessions % 7.7% % Planalto Sul % 7.9% % Fluminense % 11.8% % Fernão Dias % 6.7% % Régis Bittencourt % 11.1% % Litoral Sul % 5.6% % Total % 8.3% % In July 2015, the São Paulo state government authorized the annual adjustment of state concessionaires tariffs for 2015, in line with the accrued period variation in the IGP-M general market price index of 4.11%, as determined by the concession agreement. The average state concessionaire tariff stood at R$7.10 in 3Q15. In the case of the federal concessions, the average increase of 7.7% to R$2.14 was higher than the inflation rate used to calculate the tariffs (the accrued variation in the IPCA consumer price index of 6.0%), due to the economic and financial rebalancing of the contracts as a result of new investments. At the close of 2014 and beginning of 2015, the ANTT authorized the Company to include in the calculation of the tariffs that came into effect in the closing days of 2014 and will remain in effect throughout 2015 increases additional to the full pass-through of inflation in order to remunerate additional investments (contractual amendments) for improvements/adjustments to federal highway infrastructure.

70 3Q15 Earnings Release November 13, 2015 Page 6 of 28 In addition, the federal government announced that, in order to offset the loss in toll revenue caused by the Truck Drivers Law (effective as of April 2015), which prohibits charging for the suspended axles of empty heavy vehicles, it would authorize the economic and financial rebalancing of the federal concession contracts in the same proportion as the losses in the next tariff adjustments in December 2015 and February Electronic Collection: Revenue from toll plaza electronic payments (AVI System) in the state concessionaires accounted for 67.5% of total revenue in 3Q15, versus 67.4% in 3Q14, while the average ratio in the federal concessionaires was 53.2% in 3Q15, identical to the 3Q14 ratio. Construction Revenue Construction revenue totaled R$421.7 million in 3Q15 (-14.8%) and R$1.2 billion in 9M15 (- 8.7%). It is worth noting that construction revenue represents the Company s investments in highway infrastructure (additions to intangible assets) and has no cash effect. Currently, investments are allocated almost entirely to the federal concessions. The decline was due to the fact that a portion of the increase in investments was related to maintenance works that are not recorded in this line. Other Revenue The other revenue line is composed exclusively of ancillary revenue from the exploration/sale of highway right-of-way services. Other revenue totaled R$8.3 million in 3Q15, 67.8% down on 3Q14, due to the retroactive charging (since 2008) for use of Autopista Fernão Dias right of way by telecommunication companies in 3Q14.

71 3Q15 Earnings Release November 13, 2015 Page 7 of 28 Net Service Revenue and Deductions from Revenue Arteris net revenue fell by 8.8% in the quarterly comparison and 2.8% year-to-date, totaling R$1.0 billion in 3Q15 and R$2.9 billion in 9M15. Revenue deductions, composed of PIS, COFINS and ISS taxes, totaled R$55.9 million in 3Q15, down by 5.0%, and R$164.2 million in 9M15, up by 1.8%. Costs and Expenses Total costs and expenses, which include non-cash items (construction costs, provisions, depreciation and amortization), in spite of remaining virtually flat over 3Q14 at R$804.8 million (+0.7%), were impacted by: (i) the 13.2%, or R$23.1 million, increase in cash costs; (ii) the 22.4%, or R$9.3 million, upturn in provisions for highway maintenance; (iii) the 53.5%, or R$46.7 million, rise in depreciation and amortization, as a result of a change in the Company s accounting criterion at the beginning of the year; and (iv) the R$73.3 million decline in construction service costs. In 9M15, total costs and expenses came to R$2.3 billion (+3.1%). The increase of 13.2% in cash costs was chiefly due to the significant upturn in other operating expenses, which consolidates most of the operating result of the group s construction companies. If we exclude the results of construction companies the cash costs would have increased only 2.6% in the quarter and 6.6% in the year, below the inflation observed in the period, mainly due to the collected results from the efficiency plan in Arteris. Costs and Services Expenses (R$ Thousand) 3Q15 2Q15 3Q14 Var% 3Q15/2Q15 Var% 3Q15/3Q14 Var. Nominal 3T15/3T14 9M15 9M14 Var% 9M15/9M14 Third Party Services (44,403) (49,557) (44,046) -10.4% 0.8% 357 (142,323) (144,397) -1.4% Personnel (59,367) (66,413) (54,662) -10.6% 8.6% 4,705 (183,091) (160,889) 13.8% Conservation (25,209) (26,554) (32,111) -5.1% -21.5% (6,902) (82,135) (84,097) -2.3% Inspection fee (10,423) (10,362) (9,710) 0.6% 7.3% 713 (31,027) (29,030) 6.9% Costs w ith granting authority (6,042) (5,472) (5,952) 10.4% 1.5% 90 (16,878) (16,705) 1.0% Insurance and guarantees (5,363) (6,195) (6,604) -13.4% -18.8% (1,241) (17,959) (18,728) -4.1% Management Compensation (6,056) (5,773) (3,502) 4.9% 72.9% 2,554 (17,500) (12,819) 36.5% Consumption (12,930) (12,625) (14,775) 2.4% -12.5% (1,845) (37,593) (33,198) 13.2% Civil, labor and tax risks (1,232) (1,317) 7, % % 8,847 (3,592) (1,274) 181.9% Tax expenses (1,090) 258 (561) % 94.3% 529 (1,686) (2,635) -36.0% Transportation (10,568) (10,515) (10,603) 0.5% -0.3% (35) (31,537) (27,267) 15.7% Other operating expenses, net (15,466) (3,457) (138) 347.4% % 15,328 (30,991) (18,290) 69.4% Total (Cash Costs) (198,149) (197,982) (175,049) 0.1% 13.2% 23,100 (596,312) (549,329) 8.6% % Cash Costs / Net Revenue (excl. construction) 34.2% 35.8% 29.0% -1.6 p.p. 5.1 p.p. 5.1 p.p. 35.1% 32.9% 2.2 p.p. Cost of construction services (421,755) (393,824) (495,057) 7.1% -14.8% (73,302) (1,168,620) (1,280,367) -8.7% Provision for maintenance in highw ays (51,036) (35,760) (41,712) 42.7% 22.4% 9,324 (113,634) (117,215) -3.1% Depreciation and amortization (133,900) (124,163) (87,223) 7.8% 53.5% 46,677 (382,189) (245,763) 55.5% Total (804,840) (751,729) (799,041) 7.1% 0.7% 5,799 (2,260,755) (2,192,674) 3.1%

72 3Q15 Earnings Release November 13, 2015 Page 8 of 28 The main variations in cash costs between the periods were as follows: Third-party services: Third-party services remained virtually flat over 3Q14 at R$44.4 million (+0.8%), and declined by 1.4% year-on-year in 9M15 to R$142.3 million, due to the insourcing of Autovias previously outsourced toll collectors at the close of 2014 and Autopista Planalto Sul s collectors in April 2015, costs that have been booked under personnel costs since then, in addition to the initiatives of the group s ongoing program to increase efficiency, including the renegotiation of service provision contracts and the implementation of an electronic auction system for hiring third parties. Personnel: Personnel costs came to R$59.4 million in 3Q15 (+8.6%) and R$183.1 million in 9M15 (+13.8%), the upturns being due to the insourcing of Autovias and Autopista Planalto Sul s previously outsourced toll collectors. The number of engineering area professionals also increased at Autopistas Litoral Sul and Fluminense, due to the intensification of the works on the Florianópolis Beltway and the duplication of the BR-101, respectively. This line was also impacted by severance pay for certain employees whose jobs were outsourced. Intervias, for example, outsourced a number of its pre-hospital treatment team. In addition, the state concessions restructured their engineering areas to optimize resources and reduce costs, given that the degree of maturity of these concessions permits such restructuring. These operational changes were the result of internal analyses and decisions and were designed to make Arteris more efficient in terms of current investments. Conservation: Conservation costs fell 21.5% over 3Q14, to R$25.2 million. This is a variable cost which depends on the period volume of highway repaving and infrastructure works, and the weather conditions in the regions where the works are taking place. It is also worth noting the improvement in the cost of contracting these services due to the electronic auction system for hiring third parties. These costs totaled R$82.1 million in 9M15, 2.3% down on 9M14. Inspection: These amounts are paid by the federal highways to the granting authority (ANTT) and are adjusted annually in accordance with the IPCA consumer price index. These fees totaled R$10.4 million in 3Q15, 7.3% more than in the same period the year before, and R$31.0 million in 9M15, 6.9% up year-on-year. Costs with the granting authority: These refer to the transfer of 1.5% of the gross toll revenue of the state concessionaires to the granting authority in the state of São Paulo (ARTESP), totaling R$6.0 million in 3Q15. Insurance and Guarantees: These costs, which basically refer to insurance policies related to engineering risk, fleet risk and performance bonds, totaled R$5.4 million in 3Q15, 18.8% down on 3Q14, due to more effective contract renewal negotiations. In 9M15, this item totaled R$17.9 million, 4.1% down on 9M14.

73 3Q15 Earnings Release November 13, 2015 Page 9 of 28 Management Compensation: Management compensation totaled R$6.0 million in 3Q15, higher than in 3Q14 due to the reorganization of the Company s organizational structure, including the exit of two members of the holding company s statutory Board of Executive Officers in 3Q14. Consumption: This line includes expenses related to telephony; lighting and other electricity expenses of the business units, toll plazas and highway stretches; administrative materials (such as office supplies); signage materials (such as traffic cones and special signs); and materials used in traffic campaigns (pamphlets and booklets). The 12.5% downturn over 3Q14 was due to tighter control over expenses with signage materials and materials used in traffic campaigns, given that they had increased in 3Q14. Consumption expenses totaled R$37.6 million in 9M15, 13.2% more than in 9M14. Civil, Labor and Tax Risks: The amounts in this item refer to expectations of a probable loss in lawsuits involving Arteris and its subsidiaries. These costs totaled R$0.7 million in 3Q15 and R$3.1 million in 9M15. Transportation: This line includes expenses related to fuel consumption and rental and maintenance of the light vehicle fleet (traffic inspection, administrative vehicles and own rescue vehicles) and heavy vehicle fleet (tow trucks, water tankers, fire trucks and animal capture trucks, among others) of all of the group s concessionaires. In 3Q15, these costs came to R$10.6 million, virtually flat over 3Q14 (-0.3%). In 9M15, there was a 15.7% year-on-year increase to R$31.5 million. The government-imposed upturn in fuel prices has been negatively impacting this line throughout the year, as has the expansion of the Company s fleet to comply with the services required by the concession agreements. Other operating expenses: These refer to the result of the works of the group s construction companies, provided exclusively to Arteris, as well as other items related to the operation of the Company s concessionaires. The result of the group s construction companies accounts for the other operating expenses line and is variable in nature, depending on the volume of works contracted by the concessionaires to outsourced firms. These expenses totaled R$15.9 million in 3Q15, R$15.8 million more than in 3Q14, chiefly due to the R$18.2 million decline in the operating margin of the construction subsidiaries, from a positive R$14.7 million in 3Q14 to a negative R$3.5 million in 3Q15. In 9M15, these expenses increased by 72.1% to R$31.5 million.

74 3Q15 Earnings Release November 13, 2015 Page 10 of 28 The main changes in non-cash costs were: Construction costs: These costs, which are related to the accounting recognition of the Company s investments in intangible assets, almost all of which allocated to federal highway infrastructure improvements, totaled R$421.7 million in 3Q15 (-14.8%) and R$1.2 billion in 9M15 (-8.7%). Provisions for maintenance: These costs totaled R$51.0 million in 3Q15, up by 22.4%, and refer to the constitution of reserves related to future disbursements for paving maintenance and renewal on the highways under concession. The Company adjusts these provisions every quarter as it reviews and updates expectations regarding the timing and amount of these disbursements. In 9M15, the amount provisioned totaled R$113.6 million, 3.1% down on the same period last year. Depreciation and amortization: Depreciation and amortization are related to the adoption of IFRS rules, which require the complete amortization of intangible assets by the end of the concession period. In 2015, the Company changed the criterion for amortizing its intangible assets from the traffic curve method to the straight line method. This change was responsible for the 53.5% upturn in the Company s amortizations, which increased from R$87.2 million in 3Q14 to R$133.9 million in 3Q15. In 9M15, this line came to R$382.2 million, 55.5% more than in 9M14.

75 3Q15 Earnings Release November 13, 2015 Page 11 of 28 EBITDA and Adjusted EBITDA Arteris reported EBITDA of R$330.7 million in 3Q15, 14.4% down on 3Q14, while EBITDA adjusted for provisions for highway maintenance, which does not have a cash effect, totaled R$381.8 million in 3Q15, 10.8% down year-on-year. The EBITDA margin declined by 7.0 p.p. in 3Q15 and the adjusted EBITDA margin fell by 5.1p.p. The main factors that reduced adjusted EBITDA by R$46.3 million (-10.8%) were as follows: (i) Reduced toll revenue due to the economic crisis and the Truck Drivers Law; (ii) The R$17.6 million decline in other revenue, following the recognition of nonrecurring revenue in 3Q14 due to the retroactive charge for the use of the right of way by telecommunication companies; (iii) The R$23.1 million upturn in cash costs, as already explained. EBITDA (In thousands of Brazilian reais) Var% 3Q15 2Q15 3Q14 3Q15/2Q15 Var% 3Q15/3Q14 9M15 9M14 Var% 9M15/9M14 NET REVENUE 1,001, ,725 1,098, % -8.8% 2,867,331 2,949, % Cost and expenses (excl. depreciation and amortization) (670,940) (627,566) (711,818) 6.9% -5.7% (1,878,566) (1,946,911) -3.5% EBITDA ¹ 330, , , % -14.4% 988,765 1,002, % EBITDA Margin* 57.0% 57.7% 64.1% -0.7 p.p p.p. 58.2% 60.1% -1.8 p.p. (+) Provision for maintenance in highw ays 51,036 35,760 41, % 22.4% 113, , % Adjusted EBITDA ² 381, , , % -10.8% 1,102,399 1,119, % Adjusted EBITDA Margin* 65.8% 64.2% 71.0% 1.6 p.p p.p. 64.9% 67.1% -2.2 p.p. * The EBITDA Margin and the adjusted EBITDA Margin are based on Net Operating Revenue excluding Construction Revenue. ¹ EBITDA is Earnings before Interest, Taxes, Depreciation and Amortization, an operating performance indicator. EBITDA is not a measure adopted in accounting standards and does not represent cash flow for the periods presented and therefore should not be considered an alternative to cash flow as an indicator of liquidity. EBITDA does not have a standardized meaning and therefore cannot be compared to the EBITDA of other companies. ² Includes adjustments related to reversals of the provision for highway maintenance (accounting pronouncement ICPC 01). It is important to note that Arteris consolidated EBITDA is composed not only of the results of its state and federal concessionaires, but also includes the structures of its holding company and construction companies. In order to permit a better analysis of the Company s operating result, the table below gives a breakdown of Adjusted EBITDA. Ebitda Ajustado (R$ Mil) 3Q15 2Q15 3Q14 Var% 3Q15/2Q15 Var% 3Q15/3Q14 9M15 9M14 Var% 9M15/9M14 Ebitda Ajustado - Consolidado 381, , , % -10.8% 1,102,399 1,119, % Estaduais 281, , , % 0.8% 769, , % Federais 106, , , % -19.8% 335, , % Holding (3,120) (1,137) % % (6,410) 1, % Construtoras (3,491) 7,662 14, % % 3,742 13, %

76 3Q15 Earnings Release November 13, 2015 Page 12 of 28 The following table shows the calculation of EBITDA and Adjusted EBITDA for the Arteris companies in 3Q15: Group Companies (R$ Thousand) Services Revenue (A) Net Revenue Construct Revenue (B) Total (A + B) Cost of Services (A) Costs and Services ¹ Cost of Construction Service (B) Total (A + B) Autovias 83,144 8,133 91,277 (22,954) (8,133) (31,087) 60,190 (7,097) 67, % Centrovias 90,096 18, ,198 (24,616) (18,102) (42,718) 65,480 (8,237) 73, % Intervias 94,894 29, ,715 (28,613) (29,821) (58,434) 66,281 (10,177) 76, % Vianorte 79,760 2,440 82,200 (21,879) (2,440) (24,319) 57,881 (6,200) 64, % State Concessions 347,894 58, ,390 (98,062) (58,496) (156,558) 249,832 (31,711) 281, % Planalto Sul 24,231 45,667 69,898 (17,112) (45,667) (62,779) 7,119 (2,252) 9, % Fluminense 39,027 84, ,976 (21,577) (84,949) (106,526) 17,450 (2,556) 20, % Fernão Dias 57,100 64, ,944 (42,060) (64,844) (106,904) 15,040 (6,957) 21, % Régis Bittencourt 60, , ,563 (32,518) (100,905) (133,423) 28,140 (4,127) 32, % Litoral Sul 51,012 66, ,906 (31,245) (66,894) (98,139) 19,767 (3,433) 23, % Federal Concessions 232, , ,287 (144,512) (363,259) (507,771) 87,516 (19,325) 106, % Total Concessionaires 579, ,755 1,001,677 (242,574) (421,755) (664,329) 337,348 (51,036) 388, % Arteris Holding (3,120) 0 (3,120) (3,120) 0 (3,120) Constructors 0 75,635 75,635 0 (79,126) (79,126) (3,491) 0 (3,491) Other companies and eliminations for consolidation (75,635) (75,635) (3,491) 79,126 75, Total 579, ,755 1,001,677 (249,185) (421,755) (670,940) 330,737 (51,036) 381, % EBITDA Provision for highw ays' s maintenan ce Ajusted EBITDA Margem EBITDA Ajustada* 1 Excludes Depreciation and Amortization * The EBITDA Margin is based on Net Operating Revenue excluding Construction Revenue.

77 3Q15 Earnings Release November 13, 2015 Page 13 of 28 Financial Result Financial Result (R$ Thousand) 3Q15 2Q15 3Q14 Var% 3Q15/2Q15 Var% 3Q15/3Q14 9M15 9M14 Var% 9M15/9M14 Financial Income 48,753 36,475 32, % 52.2% 132,611 86, % Interest Receivable 1,301 1, % 105.4% 3,601 1, % Financial Investments 42,945 34,211 31, % 37.7% 118,326 83, % Financial Charges - Reversal of Present Value Adjustments 2, , Other Revenues 2,276 1, % 929.9% 4, % Financial Expenses (173,543) (139,330) (109,927) 24.6% 57.9% (481,915) (329,874) 46.1% Financial Charges (143,411) (119,972) (107,738) 19.5% 33.1% (400,790) (278,741) 43.8% Monetary Adjustment of Concession Charges (5,191) (7,738) (2,238) -32.9% 131.9% (18,966) (15,716) 20.7% Financial Charges - Reversal of Present Value Adjustments (10,095) (6,911) (3,440) 46.1% 193.5% (37,285) (20,159) 85.0% Other Expenses (14,846) (4,709) 3, % % (24,874) (15,258) 63.0% Net Exchange Variation (81) (52) % % (194) 1, % Financial Result (124,871) (102,907) (77,016) 21.3% 62.1% (349,498) (242,681) 44.0% Arteris net financial result was a net expense of R$124.9 million, 21.3% higher than the net expense of R$102.9 million recorded in 2Q15,due to the following variations: Financial income totaled R$48.8 million in 3Q15, a 33.7% improvement, chiefly due to the higher average amount invested in the period (issue of R$750 million in July 2015) and the increase in interest on financial investments tied to the CDI interbank deposit rate. Financial expenses increased by 24.6% to R$173.5 million, chiefly due to the increase in debt and financial charges as a result of higher interest rates. It is worth noting the R$10.1 million upturn in Other Expenses, primarily impacted by Decree 8426/15, effective as of July 2015, which established PIS and Cofins tax rates on financial income of 4% and 0.65%, respectively. Net Income Arteris posted net income of R$44.0 million in the third quarter and R$161.3 million year-todate. The 70% and 52.4% reductions in net income in 3Q15 and 9M15, respectively, were mainly due to the factors mentioned above, such as the economic slowdown that negatively impacted toll revenue, higher interest rates and the levying of PIS and Cofins taxes as of July, which jeopardized the financial result and, especially, the alteration to the accounting criterion that changed the way the Company amortizes its intangible assets. It is worth noting the non-recurring revenue from the retroactive charge of the right of way by telecommunication companies in 3Q14, which increased income in that period, contributing to the negative effect in 3Q15.

78 3Q15 Earnings Release November 13, 2015 Page 14 of 28 Indebtedness On September 30, 2015, the Company s net debt totaled R$5.3 billion, 6.0%, or R$301.4 million, more than in 2Q15. Debt (In thousands of Brazilian 3Q15 2Q15 3Q14 Var% 3Q15/2Q15 Var% 3Q15/3Q14 Gross Debt 6,382,652 5,991,360 5,061, % 26.1% Short Term 1,110,878 1,263, , % 14.8% Long Term 5,271,774 4,727,841 4,093, % 28.8% Cash Position 1,096,122 1,006,248 1,075, % 1.9% Cash and equivalents 844, , , % -2.6% Restricted investments ¹ 251, , , % 20.8% Net Debt 5,286,530 4,985,112 3,985, % 32.6% ¹ Short and long term This quarter-on-quarter increase was primarily due to: The R$391.3 million upturn in gross debt, as a result of the following: i. The disbursement of long-term loans by the BNDES, totaling R$123.2 million; ii. The amortization of R$44.9 million in BNDES financing; iii. R$206.4 million in interest on the debentures and BNDES financing; iv. Debenture amortizations totaling R$413.6 million; v. R$183 million in accrued interest on the Company s loans; vi. Arteris 3 rd issue of debentures totaling R$750 million. The R$89.9 million increase in the cash position (cash and cash equivalents + financial investments), due to the proceeds from the 3 rd issue of Company debentures, allocated to the federal highways work plan. Issue of Debentures (Holding Company): In July 2015, Arteris concluded its 3 rd issue of debentures totaling R$750 million at an issue cost of the CDI + 2.0%. Interest will be paid semi-annually and amortization will be in a single installment on December 19, 2016.

79 3Q15 Earnings Release November 13, 2015 Page 15 of 28 BNDES Financing: Arteris receives long-term loans from the Brazilian Development Bank (BNDES) to finance federal concession investment programs. All five federal concessionaires have already received approval for long-term financing lines, guaranteeing the funds needed to implement the main contractual construction projects. Up to September 30, 2015 approximately R$3.4 billion in BNDES funding had been disbursed, leaving R$325 million still available. BNDES FINEM (R$ Thousand) 09/30/2015 Concessionaries Total Contracted Total Taken Available Total 3,763,122 3,437, ,451 Planalto Sul 399, ,296 31,621 Fluminense 780, ,207 46,612 Fernão Dias 702, ,754 - Régis Bittencourt 1,069,495 1,041,634 27,861 Litoral Sul 810, , ,357 More details on the Company s debt profile are shown below: At the close of 3Q15, net debt represented 3.75x Adjusted EBITDA less payment of the fixed concession fee in the last 12 months, an increase in leverage over the 3.42x recorded in the previous quarter. Leverage Ratio and Net Debt (R$ million) At the end of 3Q15, consolidated gross debt (loans and financing plus debentures) totaled R$6.4 billion, 47.5% of which corresponding to contracts indexed to the TJLP (long-term interest rate), 41.3% indexed to the CDI interbank rate and 11.3% indexed to the IPCA inflation rate.

80 3Q15 Earnings Release November 13, 2015 Page 16 of 28 Gross Debt Profile (%) Gross Debt (In thousands of Brazilian reais) Indexes 3Q15 2Q15 3Q14 Var% 3Q15/2Q15 Var% 3Q15/3Q14 TJLP 3,029,893 2,964,675 2,737, % 10.7% CDI 2,634,452 2,350,043 1,871, % 40.8% IPCA 722, , , % 56.7% Other 3, Prepaid charges (7,527) (7,514) (8,524) 0.2% -11.7% Total 6,382,652 5,991,360 5,061, % 26.1% Gross Debt (R$ million) Gross Debt Amortization Schedule (R$ million)

81 3Q15 Earnings Release November 13, 2015 Page 17 of 28 Fixed Concession Fee paid to the Concession Authority (State Concessionaires) In accordance with the concession contracts, the state concessionaires must pay the concession authority a fixed fee in exchange for granting the concession. This amount totaled R$19.3 million in 3Q15. Fixed Concession Charge Paid (R$ thousands) 3Q15 2Q15 3Q14 Var% 3Q15/2Q15 Var% 3Q15/3Q14 9M15 9M14 Var% 9M15/9M14 Total (19,329) (18,567) (18,568) 4.1% 4.1% (56,463) (53,002) 6.5% Autovias (2,035) (1,955) (1,956) 4.1% 4.0% (5,945) (5,580) 6.5% Centrovias (3,045) (2,925) (2,925) 4.1% 4.1% (8,895) (8,350) 6.5% Intervias (1,895) (1,820) (1,820) 4.1% 4.1% (5,535) (5,196) 6.5% Vianorte (12,354) (11,867) (11,867) 4.1% 4.1% (36,088) (33,876) 6.5% The variation in the amount of the fixed concession fee between the periods (+4.1% on average) is due to the annual adjustment of the amounts due by the variation in the IGP-M inflation index in the last 12 months, which occurs on the same date as the annual tariff adjustment of the state concessionaires. On September 30, 2015, the nominal amount and the number of monthly installments to be paid in regard to the fixed concession charge were as follows: Concessionaires Real Value (R$ thousand) Short Term Long Term Total # of Monthly Payments Autovias 8,641 16,011 24, Centrovias 12,748 20,831 33, Intervias 8,262 25,926 34, Vianorte 50,171 71, , Total 79, , ,425 Investments and Highway Maintenance In 3Q15, the Company invested a total of R$432.2 million in its highways, R$400.1 million of which allocated to infrastructure works (recorded under intangible assets and property and equipment), mostly in the federal highways, and R$32.1 million to state highway maintenance. Year-to-date investments exceeded R$1.3 billion. Capex Cash Flow (R$ Thousand) Before IFRS (A + B) Intangible Maintenance and Realized (B) Property (A) Intangible and Property (A) Maintenanc e Realized (B) Autovias 11,563 8,226 3,337 38,405 24,934 13,471 Centrovias 20, ,768 77,929 26,592 51,337 Intervias 30,952 27,370 3,582 73,923 58,275 15,648 Vianorte 5, ,443 31,694 8,532 23,162 State Concessions 68,744 36,614 32, , , ,618 Planalto Sul 44,182 44, , ,146 - Fluminense 72,904 72, , ,464 - Fernão Dias 54,458 54, , ,963 - Régis Bittencourt 114, , , ,830 - Litoral Sul 70,653 70, , ,484 - Federal Concessions 357, ,147-1,092,887 1,092,887 - Total 425, ,761 32,130 1,314,839 1,211, ,618 Others invest. and consolidation adjustments 6,329 6,329-18,158 18,158 - Total 432, ,089 32,130 1,332,996 1,229, ,618 3Q15 IFRS Before IFRS (A + B) 9M15 IFRS

82 3Q15 Earnings Release November 13, 2015 Page 18 of 28 Investments through the end of all the concession agreements, including highway maintenance, are estimated at around R$7.1 billion, already including the contractual amendments entered into by the Company at the end of The Company s total investments in recent quarters are presented below: The most important construction projects receiving investments in the third quarter of 2015 are described below: Autopista Fluminense Throughout the quarter, the concessionaire maintained the accelerated pace of the duplication works of Highway BR 101/RJ between the cities of Rio Bonito and Campos dos Goytacazes, a project that began in 3Q11 after it obtained the construction permit from IBAMA, Brazil s environmental protection agency. The project involves km of highway, 44.2 km of which concluded by 3Q15. Of the remaining km, 79.4 km are currently undergoing works. Avenida do Contorno (Autopista Fluminense) In August 2015, the Company concluded the duplication works on Avenida do Contorno, in the city of Niterói, including an extension of 2.2 km. The project increased the safety of highway users, due to the expansion of the road s capacity. Duplication of BR101-RJ / Macaé Campos (Autopista Fluminense)

83 3Q15 Earnings Release November 13, 2015 Page 19 of 28 Autopista Fernão Dias After having completed the implantation of the 8.1 kilometer Betim Beltway (MG) in 2013, creating an alternative for long-distance highway traffic, which used to pass through the city, the concessionaire concluded its main contractual works. Betim Beltway (Autopista Fernão Dias) However, other improvements have been implemented on the highway. In 3Q15, Autopista Fernão Dias concluded the construction of 16 km of third lanes in Atibaia (SP) and improved the km access way in Estiva (MG). Autopista Régis Bittencourt The Serra do Cafezal (BR-116/SP) project, the concessionaire s main construction work, continues to move ahead. The Company has already concluded and delivered 17.9 km of the duplication of a total of 30.5 km, including two interchanges. In December 2014, the ANTT approved the necessary contractual rebalancing for the continuation of the works, which include the construction of four tunnels, all of which in progress, and 40 bridges and overpasses (11 concluded and 21 in progress). Duplication of Serra do Cafezal (Autopista Régis Bittencourt) In 3Q15, the Company constructed 2.89 km of side roads. Autopista Planalto Sul The concessionaire s main project is the duplication of 25.4 km of the BR-116/PR between Curitiba (PR) and Mandirituba (PR), whose construction permit has already been obtained from IBAMA. Of this total, 7.3 km between Curitiba and Fazenda Rio Grande (PR) have already been concluded and freed for traffic, and the remainder, up to Mandirituba, is under construction. In 3Q15, the concessionaire concluded the Vila Pompéia interchange at km in Curitiba (PR). Duplication of BR-116/PR (Autopista Planalto Sul) Autopista Litoral Sul The Florianópolis Beltway project, one of the most important works in the region, began in May 2014, immediately after IBAMA had granted the installation license for a 14 km stretch. In May 2015, the Company obtained a rectifying Environmental License covering a total extension of 47 km. The northern and intermediate stretches are currently undergoing works, including one raised interchange at km and three underpasses. Florianópolis Beltway (Autopista Litoral Sul) In 3Q15, 1.7 km of side roads and one overpass at km were constructed. Autovias In September 2014 Autovias began duplicating 13.6 km of the SP 318 between km 235 and 249, in the São Carlos region. This is a new project which will be added to the concession agreement, resulting in a six-month extension of the concession term until May 2019, in accordance with the marginal cash flow method for the economic and financial rebalancing of the agreement. Access to Ribeirão Preto (Autovias and Vianorte)

84 3Q15 Earnings Release November 13, 2015 Page 20 of 28 Intervias Implementation of the second 5 km stage of the Mogi Mirim Beltway is moving ahead rapidly. The concessionaire is also duplicating the SP 147 between Mogi Mirim and Engenheiro Coelho, a project that began in September Mogi Mirim Beltway (Intervias) Personnel Arteris closed 3Q15 with 5,992 employees, 49.1% of whom working for the federal concessionaires, 21.1% for the state concessionaires, 27.1% for the group s construction companies and the remaining 2.7% for the holding company, as shown in the table below. Personnel 3Q15 2Q15 3Q14 Var 3Q15/2Q15 Var 3Q15/3Q14 Arteris (Holding) State Concessions 1,265 1,274 1,310 (9) (45) Autovias (11) 49 Centrovias (2) (22) Intervias (13) (91) Vianorte Federal Concessions 2,945 2,927 2, Litoral Sul Planalto Sul Fluminense Fernão Dias (13) (43) Régis Bittencourt (4) (9) Latina Manutenção 1,467 1,437 2, (726) Latina Sinalização (20) Total 5,992 5,945 6, (640)

85 3Q15 Earnings Release November 13, 2015 Page 21 of 28 Capital Market Arteris closed 3Q15 with a market capitalization of R$3.3 billion, based on the closing price of R$9.50 per share on September 30, 2015, representing depreciation of 21.4% since the beginning of the year. In the same period, the Ibovespa Index fell by 7.1%. Under the ticker ARTR3, the Company s stock was traded in 100% of BM&FBOVESPA trading sessions, with financial trading volume of approximately R$176.6 million in 3Q15. ARTR3 shares versus Ibovespa (3Q15) Financial Volume Daily average - (R$ million) Number of Trades - Daily average Daily Average 3Q15 2Q15 2Q14 Var% 3Q15/2Q15 Var% 3Q15/3Q14 Nº of Trades 623 1,158 1, % -54.9% Nº of Shares Traded 292, , , % -23.9% Volume (R$ Million) % -58.8%

86 3Q15 Earnings Release November 13, 2015 Page 22 of 28 Public Tender Offer for the Acquisition of Shares On April 30, 2015, Arteris informed the market of its controlling shareholder s intention to hold a Public Tender Offer for the Acquisition of Arteris Shares with a view to cancelling the Company s registration as a category A publicly-held company and delisting it from the Novo Mercado. On August 25, 2015 the Company held an Extraordinary Shareholders Meeting to select a specialized company to prepare an appraisal report of the Company s shares from a list of three and elected Banco BNP Paribas Brasil S.A. On September 22, Arteris received the appraisal report from Banco BNP Paribas Brasil S.A., which assessed the economic value of Company shares at between R$8.74 and R$9.55. On September 23, 2015, Arteris received a correspondence from its controlling shareholder, Participes en Brasil S.A., stating that the Company would proceed with the Public Tender Offer in accordance with the terms and conditions already disclosed to the market, given that the economic value disclosed by the report was lower than the R$10.15 per share announced on April 30, Shareholding Structure The Company s subscribed and paid-in capital was approximately R$1.0 billion on September 30, 2015, represented by a single class of 344,444,440 common shares. Reference Date: 9/30/2015 Ownership Structure BrookfieldAsset ManagementInc 51,0% 49,0% Partícipes en Brasil, S.L. 69,3% CONCESSÕES FEDERAIS SÃO PAULO - CONCESSÕES ESTADUAIS OUTROS NEGÓCIOS 100,0% 100,0% 100,0% 100,0% 4,68%