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

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Tel: + 55 (19) 3707-3000

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www.deloitte.com.br

REPORT ON THE REVIEW OF QUARTERLY INFORMATION

To the Board of Directors and Shareholders of

Arteris S.A.

São Paulo - SP

We have reviewed the individual and consolidated interim financial statements of Arteris S.A. (“Company”),

contained in the Interim Financial Information – ITR for the quarter ended March 31, 2016, which comprise

the balance sheet as of March 31, 2016 and the related statements of income, comprehensive income,

changes in equity and of cash flows for the three-month period then ended, including the explanatory notes.

The Company’s Management is responsible for the preparation of these individual interim financial

statements, in accordance with Technical Pronouncement CPC 21 (R1) – Interim Financial Information, and

consolidated interim financial statements, in accordance with Technical Pronouncement CPC 21 (R1) and

the international standard IAS 34 – Interim Financial Reporting issued by the International Accounting

Standards Board (IASB), as well as for the presentation of these information in accordance with the

standards issued by the Brazilian Securities and Exchange Commission applicable to the preparation of

Interim Financial Information – ITR. Our responsibility is to express a conclusion on this interim financial

information based on our review.

Scope of review

We conducted our review in accordance with Brazilian and international standards on the review of interim

financial information (NBC TR 2410 – Interim Information Review Performed by the Auditor of the Entity

and ISRE 2410 – "Review of Interim Financial Information Performed by the Independent Auditor of the

Entity" respectively). A review of the interim financial information consists of making inquiries, primarily to

those responsible for financial and accounting matters, and applying analytical and other review procedures.

The review scope is significantly less than that of an audit conducted in accordance with auditing standards

and consequently does not enable us to assure that we have became aware of all significant matters that

might be identified in an audit. Therefore, we do not express an audit opinion.

Conclusion on the individual interim financial information

Based on our review, we are not aware of any fact that could lead us to believe that the individual interim

financial information included in the aforementioned interim financial information was not prepared, in all

material aspects, in accordance with CPC 21 (R1), applicable to the preparation of the Interim Financial

Information – ITR, and presented in accordance with the standards issued by the Securities and Exchange

Commission.

Conclusion on the interim consolidated financial information

Based on our review, we are not aware of any fact that could lead us to believe that the consolidated interim

financial information included in the aforementioned interim financial information was not prepared, in all

material aspects, in accordance with CPC 21 (R1) and IAS 34, applicable to the preparation of the Interim

Financial Information – ITR, and presented in accordance with the standards issued by the Securities and

Exchange Commission.

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Deloitte Touche Tohmatsu

© 2015 Deloitte Touche Tohmatsu. All the rights reserved. 3

Emphasis of matter

Difference from individual statements of IFRS

As mentioned in Note 3, the individual financial statements were prepared in accordance with the accounting

practices adopted in Brazil. In the case of Arteris S.A., these practices differ from the IFRS – applicable to

the individual financial statements – solely with respect to the option of maintaining the balance of deferred

assets, as of December 31, 2008, which is being amortized. Our opinion is not qualified under this subject.

Restatement of cash flows related to the interim financial information as of March 31, 2015

On May 14, 2015 we issued a review report on the interim financial information of Arteris S.A., which are

now being restated. As described in Note 5, this interim financial information has been changed and is being

restated in accordance with CPC 23/IAS 8 – Accounting Policies, Changes in Accounting Estimates and

Errors. Our conclusion remains unchanged, given that the interim financial information and their values for

the previous period have been adjusted retrospectively.

Other matters

Statement of value added

We have also revised the statements of value added (DVA) prepared under the Company’s Management

responsibility, individual and consolidated, for the three-month period ended March 31, 2016, the

presentation of which is required by the standards issued by the Securities and Exchange Commission

(CVM) applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental

information for International Financial Reporting Standards – IFRS, which does not require the presentation

of DVA. These statements were subject to the same review procedures described above, and based on our

review, we are not aware of any fact that could lead us to believe that they were not prepared, in all material

aspects, consistently with the interim financial information taken as a whole.

Campinas, May 11, 2016

DELOITTE TOUCHE TOHMATSU Edgar Jabbour

Auditores Independentes Accountant

CRC 2SP 011609/O-8 CRC 1SP 156465/O-9

2

ARTERIS S.A.

(In thousands of Brazilian reais - R$)

Note Note ASSETS 31/03/2016 31/12/2015 31/03/2016 31/12/2015 LIABILITIES AND SHAREHOLDERS' EQUITY 31/03/2016 31/12/2015 31/03/2016 31/12/2015

CURRENT ASSETS CURRENT LIABILITIESCash and cash equivalents 6 188.927 127.362 498.757 488.529 Borrowings and financing 13 361.927 - 604.379 234.496 Trade receivables 7 - - 165.834 153.130 Instrumento financeiro derivativo 25 37.794 37.794 Amounts due from related parties 15 206.422 190.629 260 - Borrowings and financing - related parties 15 136.390 132.218 - - Inventories - - 10.688 8.866 Debentures 14 900.875 859.166 1.730.006 1.726.915 Prepaid expenses 593 302 17.370 18.622 Trade payables 2.742 6.246 121.835 139.391 Taxes recoverable 14.030 17.563 83.696 83.846 Payroll and related taxes 16.354 14.776 80.859 78.487 Advances for new projects - - - - Taxes payable 2.443 5.975 70.528 63.663 Dividends receivable 15 5.674 6.223 5.674 6.223 Amounts due to related parties 15 182 100 152 - Restricted investments 9 23.301 - 40.646 154.171 Contractual guarantees - - 73.969 78.189 Other receivables 825 1.543 5.155 4.977 Inspection fee - - 3.820 3.519 Total current assets 439.772 343.622 828.080 918.364 Dividends proposed 18 33.270 33.270 33.270 33.270

Concession fees 16 - - 82.779 79.765 Provision for contingencies 17 - - 202.897 173.524

NON-CURRENT ASSETS Provision for maintenance in highways 17 - - 61.516 56.711 Restricted investments 9 - - 90.609 85.872 Provision for investments in highways - - - - Taxes recoverable 10.987 7.506 15.390 10.449 Claims received - - 798 3.942 Amounts due from related parties 15 1.987.152 1.941.910 - - Other payables 2.176 4.328 9.971 15.249 Prepaid expenses - - 704 150 Total current liabilities 1.494.153 1.056.079 3.114.573 2.687.121Contractual guarantees - - - 24 Deferred income tax and social contribution 8 - - 285.302 256.591 NON-CURRENT LIABILITIESEscrow deposits 17 6.266 6.266 118.942 111.437 Borrowings and financing 13 - - 2.837.227 2.885.688 Other receivables 7 - - 8.293 8.164 Borrowings and financing - related parties 15 1.418.928 1.391.395 - - Investments in subsidiaries and associates 10 2.927.927 2.593.198 1.053 1.053 Debentures 14 198.646 198.418 1.323.569 1.539.304 Property and equipment 11 9.186 9.621 61.581 62.414 Trade payables - - - 2.824 Intangible assets 12 21.879 21.112 8.856.456 8.627.052 Trade payables - related parties 15 - - - - Diferido - - - - Cauções contratuais - - - - Total non-current assets 4.963.397 4.579.613 9.438.330 9.163.206 Concession fees 16 - - 93.232 108.926

Civil, labor and tax risks 17 - 222 16.634 17.517 Deferred revenue - - - - Deferred income tax and social contribution 8 - - 59.857 62.870 Provision for maintenance in highways 17 - - 482.688 457.361 Provision for investments in highways 17 - - 58.611 63.604 Other payables 4.403 2.390 20.507 11.506 Total non-current liabilities 1.621.977 1.592.425 4.892.325 5.149.600

EQUITYShare capital 18 1.033.198 1.033.198 1.033.198 1.033.198 Profit reserves 1.276.112 1.263.804 1.248.585 1.233.922 Valuation adjustment to equity - foreign exchange differences on capital (22.271) (22.271) (22.271) (22.271)

Total equity 2.287.039 2.274.731 2.259.512 2.244.849TOTAL DOS ATIVOS 5.403.169 4.923.235 10.266.410 10.081.570

TOTAL LIABILITIES AND EQUITY 5.403.169 4.923.235 10.266.410 10.081.570

Parent Company Parent Company

BALANCE SHEET AS AT MARCH 31, 2016

Consolidated Consolidated

3

ARTERIS S.A.

INCOME STATEMENT FOR THE PERIOD ENDED MARCH 31, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings per share)

Note 31/03/2016 31/03/2015 31/03/2016 31/03/2015

NET OPERATING REVENUE 19 - - 877.267 918.929

COST OF SERVICES 20 - - (653.071) (656.711)

OTHER REVENUESEquity in the arnings (losseS) of subsidiaries 10 45.575 68.298 - -

GROSS PROFIT 45.575 68.298 224.196 262.218

OPERATING (EXPENSES) INCOME

General and administrative 20 (1.053) (2.192) (33.606) (42.055) Management Compensation 15 (1.257) (1.366) (5.033) (5.671) Tax expenses (57) (572) (111) (854) Amortization - - - - Other operating income, net 778 1.442 1.643 1.105

OPERATING PROFIT BEFORE FINANCE INCOME 43.986 65.610 187.089 214.743

FINANCE INCOME (COSTS)

Financial Income 21 80.749 45.663 28.749 47.383

Financial Expenses 21 (140.061) (56.966) (208.515) (169.042) Net Exchange Variation 27.634 (9) 27.634 (61)

(31.678) (11.312) (152.132) (121.720)

OPERATING PROFIT BEFORE INCOME TAX ANDO SOCIAL CONTRIBUTION 12.308 54.298 34.957 93.023

INCOME TAX AND SOCIAL CONTRIBUTIONCurrent 23 - - (53.139) (46.302) Deferred 23 - - 31.684 10.011

NET PROFIT FOR THE PERIOD 12.308 54.298 13.502 56.732

PROFIT ATTRIBUTABLE TOOwners of the Company 12.308 54.298 13.502 56.732

BASIC AND DILUTED EARNINGS PER SHARE - R$ 24 0,0357 0,1576 0,0392 0,1647

The accompanying notes are an integral part of these financial statements.

Parent Company Consolidated

4

ARTERIS S.A.

Individual statement of comprehensive income for theperiod ended March 31, 2016 and 2015(In thousands of Brazilian reais - R$)

31/03/2016 31/03/2015

Net income for the year from continuing operations 12.308 54.298 Other comprehensive income

Total comprehensive income for the period 12.308 54.298

PROFIT ATTRIBUTABLE TOShareholder controlling participation 12.308 54.298


5

ARTERIS S.A.

Consolidated statement of comprehensive income for theperiod ended March 31, 2016 and 2015(In thousands of Brazilian reais - R$)

31/03/2016 31/03/2015

Net income for the year from continuing operations 13.502 56.732 Other comprehensive income

Total comprehensive income for the period 13.502 56.732

PROFIT ATTRIBUTABLE TOShareholder controlling participation 13.502 56.732


6

ARTERIS S.A.

(In thousands of Brazilian reais)Ajuste

Valution Adjustmentsto capital - Patrimônio

Share Earnings foreign exchange Retained Consolidatedcapital Legal retention differences on capital earnings equity

BALANCES AT DECEMBER 31, 2014 772.417 101.425 975.225 101.405 (22.271) - 1.928.201

Capital Increase 101.405 (101.405) - Additional proposed dividends (101.405) (101.405)

Net income for the year - - - - 447.370 447.370 Destination if net income Legal Reserve - 22.369 - - (22.369) - Dividends Paid - - - - (79.222) (79.222) Propposed dividends - - - - (27.028) (27.028) Retained income - - 318.751 - (318.751) -

- BALANCES AT DECEMBER 31, 2015 1.033.198 130.798 1.133.006 - (22.271) - 2.274.731

Capital Increase - - - Additional proposed dividends - -

Net income for the year - - - - 12.308 12.308 Destination Of net income Legal Reserve - - - - - - - Propposed dividends - - - - - - - Retained income - - 12.308 - - (12.308) -

- BALANCES AT MARCH 31, 2016 1.033.198 130.798 1.145.314 - (22.271) - 2.287.039

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED MARCH 31, 2016 and 2015

Profit reservesAdditional dividend

proposed

9

ARTERIS S.A.

STATEMENTS OF VALUE ADDED FOR THE PERIOD ENDEDMARCH 31, 2015 AND 2016(In thousands of Brazilian reais - R$)

31/03/2016 31/03/2015 31/03/2016 31/03/2015

REVENUESServices provided - - 621.200 599.007 Revenue from construction services - - 301.257 353.041 Other revenues 778 - 12.070 21.993

778 - 934.527 974.041

INPUTS PURCHASED FROM THIRD PARTIESCost of services provided - - (73.457) (74.688) Cost of construction services - - (301.257) (353.041) Materials, energy, outside services and other - - (21.498) (22.713) Cost of concession - - (25.388) (28.620) Cost of provision for maintenance in highways - - (74.209) (26.838) Other - - 11.974 (11.819)

- - (483.835) (517.719)

GROSS VALUE ADDED 778 - 450.692 456.322

DEPRECIATION AND AMORTIZATION (1.543) (535) (141.475) (124.126)

NET VALUE ADDED GENERATED (RETAINED) (765) (535) 309.217 332.196

VALUE ADDED RECEIVED THROUGH TRANSFEREquity in the earnings (losses) of subsidiaries 45.575 68.298 - - Finance income 80.749 45.663 28.749 47.383 Dividends received - 842 - 842 Capitalized interest - - 59.863 28.624 Other 27.636 645 27.637 120

153.960 115.448 116.249 76.969

TOTAL VALUE ADDED TO BE DISTRIBUTED 153.195 114.913 425.466 409.165

DISTRIBUTION OF VALUE ADDEDPersonnel and payroll charges: 222 379 40.160 43.796 Salaries 20 40 11.030 10.700 Benefits 38 39 3.191 2.893 Severance Pay Fund (FGTS)Taxes and contributions: 59 1.632 40.375 71.044 Federal (including tax on financial transactions - IOF) 1 14 13 2.454 State - - 31.449 28.656 Lenders: Interest 41.288 16.923 153.680 138.583 Capitalized interest BNDES - - 27.296 22.628 Capitalized interest Debentures - - 7.701 5.077 Rentals - - 2.524 5.403 Other 44.311 2.674 94.545 21.199 Shareholders: Interest 54.948 38.914 (24.866) - Capitalized interest - - 24.866 - Capital Integralization

12.308 54.298 13.502 56.732

153.195 114.913 425.466 409.165



7

ARTERIS S.A.

(In thousands of Brazilian reais)Ajuste

Valution Adjustmentsto capital - Patrimônio

Share Earnings foreign exchange Retained Consolidatedcapital Legal retention differences on capital earnings equity

BALANCES AT DECEMBER 31, 2014 772.417 101.425 926.596 101.405 (22.271) - 1.879.572

Capital Increase 101.405 (101.405) - Additional proposed dividends (101.405) (101.405)

Net income for the year - - - - 456.860 456.860 Destination if net income Legal Reserve - 22.843 - - (22.843) - Dividends Paid - - - - (79.222) (79.222) Propposed dividends - - - - (27.028) (27.028) Retained income - - 327.767 - (327.767) -

- BALANCES AT DECEMBER 31, 2015 1.033.198 130.798 1.103.124 - (22.271) - 2.244.849

Capital Increase - - - Additional proposed dividends - -

Net income for the year - - - - 13.502 13.502 Destination Of net income Incorporation - - 1.161 1.161 Legal Reserve - - - - - - Transferencia de Reservas - - - - - - Propposed dividends - - - - - - Retained income - - 13.502 - (13.502) -

- BALANCES AT MARCH 31, 2016 1.033.198 130.798 1.117.787 - (22.271) - 2.259.512

Additional dividend proposed

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED MARCH 31, 2015 and 2016

Profit reserves

8

ARTERIS S.A.

STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED MARCH 31, 2016 And 2015(In thousands of Brazilian reais - R$)

RESUBMITTED

31/03/2016 31/03/2015 31/03/2016 31/03/2015

CASH FLOWS FROM OPERATING ACTIVITIESProfit for the year 12.308 54.298 13.502 56.732 Incorporation - - 1.161 - Adjustments to reconcile profit for the year to net cash (used in) generated by operating activities:

Depreciation and amortization 1.543 535 141.475 124.126 Write-off of permanent assets - - 12.092 13.008 Deferred income tax and social contribution - - (31.684) (10.011) Inflation adjustment and interest on concession fees - - 6.674 6.037 Income from restricted investments - - (7.334) (5.319) Interest and inflation adjustment on mutual (20.874) 38.913 (24.866) (919) Interest and inflation adjustment on borrowings (26.688) - 19.532 32.731 Interest and inflation adjustment on debentures 40.350 16.918 116.823 104.964 Interest and inflation adjustment on derivatives 37.794 - 37.794 - Finance costs / (income) from discount to present value - - 10.151 16.602 Recognition (reversal) of provision for civil, labor and tax risks (222) - 67 1.215 Recognition (reversal) of provision for maintenance in highways - - 74.209 18.397 Equity in the earnings (losses) of subsidiaries (45.575) (68.298) - -

Decrease (increase) in operating assets: Trade receivables - - (11.969) 12.858 Amounts due from related parties 3.414 (114.140) (260) - Inventories - - (1.822) 1.378 Prepaid expenses (291) 263 698 1.276 Taxes recoverable 3.341 14 (2.246) (5.339) Other receivables 718 355 (178) 2.769 Contractual guarantees - - 24 - Escrow deposits - (81) (1.087) (21.117) Other receivables - - (129) (8.200)

Increase (decrease) in operating liabilities: Trade payables (2.269) (1.676) (30.580) 13.709 Other Trade payables 188 - - - Contractual guarantees of suppliers - - (11.092) 833 Payroll and related taxes 1.578 (628) 2.372 (6.581) Taxes payable (3.691) (147) 30.514 34.394 Income tax and social contribution paid - - (32.664) (56.763) Deferred revenue - - - (346) Claims received - - (3.104) 779 Other payables 1.342 (114) 5.859 6.629 Concession fees - - (24) (53) Civil, labor and tax risks - - (950) (966) Payment of interest - - (196.195) (189.643)

Net cash (used in) generated by operating activities 2.966 (73.788) 116.763 143.180

CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property and equipment (19) (624) (2.397) (4.698) Increase in intangible assets (3.094) (1.366) (331.669) (422.761) Restricted investments (23.301) - (84.349) (35.914) Amount redeemed from restricted investments - - 198.086 196.163 Additions to investments (304.000) (20.000) - - Interest on capital received 4.849 5.010 - - Dividends received 10.549 224.974 549 - Net cash generated by (used in) investing activities (315.016) 207.994 (219.780) (267.210)

CASH FLOWS FROM FINANCING ACTIVITIESBorrowings and financing:Funding 388.750 - 388.750 66.675 Payments - - (64.841) (49.030) Payment of interest (135) - - - Payment of debentures - interest - - (191.334) (191.333) Loan related parties - 60.000 - - Payment of principal - related parties - (82.274) - - Payment of interest - related parties (15.000) (5.837) - - Payment of dividends - - - - Payment of concession fees - - (19.330) (18.567) Net cash (used in) generated by financing activities 373.615 (28.111) 113.245 (192.255)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 61.565 106.095 10.228 (316.285)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 127.362 109.516 488.529 1.410.451

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 188.927 215.611 498.757 1.094.166



8

ARTERIS S.A.

STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED MARCH 31, 2016 And 2015(In thousands of Brazilian reais - R$)

Previously issued Adjust Resubmitted31/03/2015 31/03/2015

CASH FLOWS FROM OPERATING ACTIVITIESProfit for the year 56.732 - 56.732 Incorporation - - Adjustments to reconcile profit for the year to net cash (used in) generated by operating activities:

Depreciation and amortization 124.126 - 124.126 Write-off of permanent assets 13.008 - 13.008 Deferred income tax and social contribution (10.011) - (10.011) Inflation adjustment and interest on concession fees 6.037 - 6.037 Income from restricted investments (5.319) - (5.319) Interest and inflation adjustment on mutual (919) - (919) Interest and inflation adjustment on borrowings 32.731 - 32.731 Interest and inflation adjustment on debentures 104.964 - 104.964 Interest and inflation adjustment on derivatives 16.602 - 16.602 Finance costs / (income) from discount to present value 1.215 - 1.215 Recognition (reversal) of provision for civil, labor and tax risks 18.397 - 18.397 Recognition (reversal) of provision for maintenance in highways - - - Participação dos acionistas não controladores

Decrease (increase) in operating assets: 12.858 - 12.858 Trade receivables - - - Amounts due from related parties 1.378 - 1.378 Inventories 1.276 - 1.276 Prepaid expenses (5.339) - (5.339) Adiantamentos para novos projetos 2.769 - 2.769 Other receivables - - - Contractual guarantees (21.117) - (21.117) Escrow deposits (8.200) - (8.200) Other receivables

Increase (decrease) in operating liabilities: 13.709 - 13.709 Trade payables - - - Other Trade payables 833 - 833 Contractual guarantees of suppliers (6.581) - (6.581) Payroll and related taxes 34.394 - 34.394 Taxes payable (56.763) - (56.763) Income tax and social contribution paid (346) - (346) Contas a pagar - partes relacionadas 779 - 779 Claims received 6.629 - 6.629 Other payables (53) - (53) Concession fees (966) - (966) Outros passivos (48.072) (141.571) (189.643) Payment of interest 284.751 (141.571) 143.180 Net cash (used in) generated by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES (4.698) - (4.698) Purchase of property and equipment (422.761) - (422.761) Adiantamentos para novos projetos (35.914) - (35.914) Restricted investments 196.163 - 196.163 Amount redeemed from restricted investments - - - Recebimento de dividendos - exercícios anteriores - - - Interest on capital received - - - Dividends received (267.210) - (267.210) Net cash generated by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIESBorrowings and financing: 66.675 - 66.675 Funding (49.030) - (49.030) Payments (185) 185 - Payment of interest - - - Debentures: (191.333) - (191.333) Payment of debentures - interest (141.386) 141.386 - Pagamentos de debêntures - juros - - - Loan related parties - - - Payment of principal - related parties - - - Payment of interest - related parties - - - Recebimento de Juros - empresas ligadas - - - Distribuição de juros s/ capital próprio - - - Dividendos propostos (18.567) - (18.567) Payment of dividends - - - Payment of concession fees - - - Aumento de Capital (333.826) 141.571 (192.255) Net cash (used in) generated by financing activities

(316.285) - (316.285) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

1.410.451 - 1.410.451 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

1.094.166 - 1.094.166 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR


Arteris S.A. and Subsidiaries

ARTERIS S.A. AND SUBSIDIARIES

NOTES TO THE INTERIM FINANCIAL INFORMATION FOR THE PERIOD ENDED MARCH 31, 2016 (Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

1. OPERATIONS

Arteris S.A. (“Company”) has its registered office and principal place of business at Avenida Presidente Juscelino Kubitschek, 1.455 - 9º andar, in the city of São Paulo, state of São Paulo, Brazil. The Company’s individual and consolidated interim financial information for the period ended March 31, 2016 includes the Company and its subsidiaries (collectively referred to as “Arteris Group” and individually as “Group entity”). The Company was established on November 9, 1998.

Arteris, through its subsidiaries, mainly state concessionaires, has a solid cash position, robust capital structure and special funding sources to implement its business plan.

The Company allocates the resources generated by operating activities to meet its working capital needs. Additionally, it accesses the capital markets and raises loans and financing with Brazil’s major financial institutions and development agencies to complete its cash needs.

Cash generation added to the Company’s creditworthiness, besides the funds raised through long-term financing lines is appropriate to comply with its short-term liabilities recorded under current liabilities, which includes the financing amortization and to maintain an appropriate leverage level for long-term liabilities.

Once its subsidiaries’ revenue projections in the medium and long terms indicate upward and sustainable levels through the toll traffic involvement and annual tariff increases, at the same time the work plan is supported by the loan with the Brazilian Development Bank (BNDES) and funds raised in the capital markets by means of the issue of infrastructure debentures or other securities in its concessionaires and through the Company itself, Management believes that the Company and its subsidiaries have conditions to honor their current short and medium term commitments.

On March 31, 2016, Latina Sinalização Ltda. (“Latina Sinalização”) was merged into Latina Manutenção de Rodovias Ltda. (“Latina Manutenção”), both of them controlled by Arteris. The merger of Latina Sinalização into Latina Manutenção is part of the Group’s corporate restructuring, which aims at improving the organization of its activities, increasing economic efficiency and synergy gains, reducing operating and financial costs and simplifying the corporate structure.

On April 30, 2015, the controlling shareholder Partícipes en Brasil S.L. informed its intention to hold a Public Tender Offer for the Acquisition of Arteris S.A. Shares with a view to cancelling the Company’s registration as a category A publicly-held company and delisting it from the Novo Mercado.

On March 31, 2016, the Company complied with all the requirements before the competent regulatory agencies.

There were no changes in operations in the quarter ended March 31, 2016, in relation to the year ended December 31, 2015.


The parent company and consolidated financial information was approved by the Board of Executive Officers and authorized for issue on May 11, 2016.

2. CONCESSIONS

In conformity with its corporate purposes, as at March 31, 2016, the Company holds interests in highway concessionaires in the State of São Paulo and in federal highway concessionaires.

In comparison with the December 31, 2015, no changes in the interests in concessions were registered in the quarter ended March 31, 2016, except for:

State concessionaires

The state concessionaires estimate the amounts shown below to meet the requirements to make investments and carry out recovery and maintenance works through the end of the concession agreements. These amounts are subject to changes due to contract adaptations and periodic revisions of cost estimates over the concession period, and are verified at least once a year:

Federal concessionaires

The main commitment made by the federal concessionaires as a result of the concession agreements is the payment to the ANTT of the inspection fees intended to cover expenses on inspecting the concession over the entire period. The nominal amounts of the inspection fees are as follows:

Autovias Centrovias Intervias Vianorte Forecast

from Forecast

from Forecast

from Forecast

from 2016 a 2019 2016 a 2019 2016 a 2028 2016 a 2018

Infrastructure improvements 98,360 1,943 381,530 1,765 483,598 Special upkeep work 189,280 77,702 190,985 43,915 501,882

287,640 79,645 572,515 45,680 985,480

Nature of costs

3.31.2016

Total

Concessionaire Annual amountAmount in the

concession period

Planalto Sul 1,846 31,074 Fluminense 2,665 44,861 Fernão Dias 7,916 133,253 Régis Bittencourt 8,436 142,006 Litoral Sul 6,424 108,137

27,287 459,331


The annual inspection fees are adjusted based on the same index and at the same date as the basic toll.

The state concessionaires estimate the amounts shown below to meet the requirements to make investments and carry out recovery and maintenance works through the end of the concession agreements. These amounts are subject to changes due to contract adaptations and periodic revisions of cost estimates over the concession period, and are verified at least once a year:

3. BASIS OF PREPARATION

Statement of compliance (regarding IFRS and CPC)

The parent company interim financial information has been prepared and is being presented in accordance with Technical Pronouncement CPC 21 (R1) – Interim Financial Statements, applicable to the preparation of the Interim Financial Information (ITR), and in accordance with the standards issued by the Brazilian Securities and Exchange Commission.

The consolidated interim financial information has been prepared and is being presented in accordance with technical pronouncement IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) and technical pronouncement CPC 21(R1) – Interim Financial Statements, applicable to the preparation of the Quarterly Financial Information (ITR), and in accordance with the standards issued by the Brazilian Securities and Exchange Commission.

The Company’s Management presents all the material quarterly information of the parent company and consolidated, which corresponds to the information used by the Company in its management.

Other information on the measurement basis, functional and presentation currency, and use of estimates and judgments, are consistent with those adopted and disclosed in the financial statements for the year ended December 31, 2015 and, therefore, must be read together with the financial statements.

4. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies adopted in the preparation of the interim information are consistent with those disclosed in the financial statements of December 31, 2015 and, therefore, must be read together with the financial statements, taking into consideration the updates below:

Nature of costs Planalto Sul Fluminense Fernão Dias Régis Bittencourt

Litoral Sul Total

Infrastructure improvements 245,714 864,216 273,715 1,010,056 463,006 2,856,707 Recoveries/Maintenances 272,277 406,341 831,274 656,590 590,546 2,757,028 Total 517,991 1,270,557 1,104,989 1,666,646 1,053,552 5,613,735

Forecast from 2016 to 20333.31.2016


Derivative financial instruments

Operations with derivative financial instruments, contracted by the Company, are basically swap operations that aim exclusively to hedge against foreign exchange risks associated with balance sheet items. The Company does not make use of Hedge Accounting for derivative financial instruments.

Derivative financial instruments are measured at fair value and the variations are recorded in profit or loss for the period. The fair value of derivative financial instruments is calculated by the Company’s treasury department, based on information related to each operation contracted and on the corresponding market information on the financial statements’ reporting dates, such as interest rates and exchange rates. This information is compared with the positions informed by the trading desks of each financial institution involved and, if there is no significant difference, the position informed by the financial institution is used to define the fair value.

The fair value of financial instruments actively traded in organized financial markets is established based on the acquisition prices quoted in the market, on the conclusion of trading at the balance sheet date, without deducting transaction costs. The fair value of financial instruments for which there is no active market is established based on appraisal techniques. These techniques may include the use of recent market transactions (with exemption of interests); reference to the current fair value of similar instruments; discounted cash flow analysis or other appraisal models.

Assets and liabilities adjusted to present value

The nominal balances and the present value of current and non-current assets and liabilities, at the end of the reporting period, are as follows:

Current

Provision for investments in highways – nominal 66,134 61,333 Provision for investments in highways at present value 61,516 56,711 Effect of discount to present value (4,618) (4,622)

Provision for maintenance in highways - nominal 224,063 178,476 Provision for maintenance in highways at present value 202,897 173,524 Effect of discount to present value (21,166) (4,952)

Concession fees - nominal (*) 84,971 81,872 Concession fees at present value (*) 82,779 79,765 Effect of discount to present value (2,192) (2,107)

Accounts receivable (supplementary revenue) – real 14,689 - Accounts receivable at present value (supplementary revenue) (**)

13,981 -

Effect of discount to present value (708) -

3.31.2016 12.31.2015


(*) Includes the variable portion, as mentioned in Note 16. (**) Refers to accounts receivable from the long-term ancillary revenue of the concessionaires Régis Bittencourt and Fernão Dias.

The recompilation of balances to their nominal amounts at the reporting date due to passage of time is recognized as finance costs in the income statement.

New and revised standards and interpretations of standards issued

New IASB accounting standards, published and revised on January 1, 2016 were applied by the Company to the financial information for the period ended March 30, 2016, where applicable, and did not have any material effect that required restatement of previous balances.

Provision for investments in highways – nominal 59,737 66,151 Provision for investments in highways at present value 58,611 63,604 Effect of discount to present value (1,126) (2,547)

Provision for maintenance in highways - nominal 559,512 530,536 Provision for maintenance in highways at present value 482,688 457,361 Effect of discount to present value (76,824) (73,175)

Concession fees - nominal (*) 101,610 119,300 Concession fees at present value (*) 93,232 108,926 Effect of discount to present value (8,378) (10,374)

Accounts receivable (supplementary revenue) – real 8,198 9,154 Accounts receivable at present value (supplementary revenue) (**)

7,930 7,929

Effect of discount to present value (268) (1,225)

Non-current 3.31.2016 12.31.2015


5. RESTATEMENT OF THE STATEMENTS OF CASH FLOWS

The Company’s Management identified a reclassification in the interest amounts disclosed in the statements of cash flows for the period ended March 31, 2015, as shown below. Accordingly, the Company is restating these statements of cash flows for March 31, 2015.

Previously issued Adjustment Notes Restated31.03.2015 31.03.2015

CASH FLOWS FROM OPERATING ACTIVITIESProfit for the year 56,732 - 56,732

Depreciation and amortization 124,126 - 124,126 Write-off of permanent assets 13,008 - 13,008 Deferred income tax and social contribution (10,011) - (10,011) Inflation adjustment and interest on concession fees 6,037 - 6,037 Income from restricted investments (5,319) - (5,319) Interest and inflation adjustment on borrowings 31,812 - 31,812 Interest and inflation adjustment on debentures 104,964 - 104,964 Finance cost / (income) from discount to present value 16,602 - 16,602 Recognition (reversal) of provision for civil, labor and tax risks 1,215 - 1,215 Recognition (reversal) of provision for maintenance 18,397 - 18,397

Consolidated

Adjustments to reconcile profit for the year to net cash (used in) generated by operating activities:

Decrease (increase) in operating assets: Trade receivables 12,858 - 12,858 Inventories 1,378 - 1,378 Prepaid expenses 1,276 - 1,276 Taxes recoverable (5,339) - (5,339) Other receivables 2,769 - 2,769 Escrow deposits (21,117) - (21,117) Other receivables (8,200) - (8,200)

Increase (decrease) in operating liabilities: Trade payables 13,709 - 13,709 Contractual guarantees of suppliers 833 - 833 Payroll and related taxes (6,581) - (6,581) Taxes payable 34,394 - 34,394 Income tax and social contribution paid (56,763) - (56,763) Deferred revenue (346) - (346) Claims received 779 - 779 Other payables 6,629 - 6,629 Concession fees (53) - (53) Civil, labor and tax risks (966) - (966) Payment of interest (48,072) (141,571) (a) (189,643) Net cash (used in) generated by operating activities 284,751 (141,571) 143,180


(a) According to the recommendation of CPC 03, the Company reclassified interest paid from financing activity to operating activity.

6. CASH AND CASH EQUIVALENTS

Broken down as follows:

(*) 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:

CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property and equipment (4,698) - (4,698) Acquisition of intangible assets (422,761) - (422,761) Restricted investment (35,914) - (35,914) Amount redeemed from restricted investments 196,163 - 196,163 Net cash used in investing activities (267,210) - (267,210)

CASH FLOWS FROM FINANCING ACTIVITIESBorrowings and financing: Funding 66,675 - 66,675 Payments (49,030) - (49,030) Payment of interest (185) 185 (a) - Debentures: - Issue of debentures - - - Payment of debentures - principal (191,333) - (191,333) Payment of debentures - interest (141,386) 141,386 (a) - Payment of concession fees (18,567) - (18,567) Payment of dividends - - - Loans - related parties - - - Other payment of interest - - - Net cash (used in) generated by financing activities (333,826) 141,571 (192,255)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (316,285) - (316,285)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 1,410,451 - 1,410,451

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 1,094,166 - 1,094,166

3.31.2016 12.31.2015 3.31.2016 12.31.2015

Cash and banks 2,103 140 15,134 16,105 Short-term investments (*) 186,824 127,222 483,623 472,424 Total 188,927 127,362 498,757 488,529


3.31.2016 12.31.2015 3.31.2016 12.31.2015

Bank Certificates of Deposit (CDB) - - - 7,202 Debentures under repurchase agreements - - - 12,614 Investment funds 186,824 127,222 483,623 452,608 Total 186,824 127,222 483,623 472,424



The financial investments represent the amounts invested in exclusive funds, with daily liquidity and bearing 100.52% of CDI interest rate on average, with characteristics of floating investments in federal government bonds, CDBs, financial bills and repo operations backed by debentures of large-sized financial institutions with low credit risk.

7. TRADE RECEIVABLES


(*) According to Note 25.c.

The Management of the Company and its subsidiaries did not identify the need to recognize a provision for loss on receivables as at March 31, 2016. 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.

Electronic toll(*) 142,041 133,938 Toll tickets 312 1,775 Toll cards 5,275 3,882 Supplementary revenues 16,594 13,535 Other revenues receivable 1,612 -

165,834 153,130 8,293 8,164

Consolidated3.31.2016 12.31.2015

Current Non-current

Current Non-current

- -

7,930 363

- - 7,929 235

- -


8. DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION


Noncurrent assets 3.31.2016 12.31.2015

Bases of deferred asset:Tax loss (a) 347,145 310,886 Accrued profit sharing 19,472 14,880 Civil, labor and tax risks(b) 15,337 13,485 Merged concession (c) (16,945) (17,387)Other provisions 2,458 1,759 Provision for highway maintenance 616,393 531,755 Adjustments to financial charges 40,836 28,396 Deferred pre-operating expenses (Federal) 41,711 45,272

Adjustments related to changes in accounting practices - adoption of Law 12,973/14 (d)

Differences in intangible assets, deferred charges and property and equipment, net - assets

85,382 85,381

Amortization of adjustments - changes in accounting practices - assets (35,991) (34,636)Differences of intangible assets, deferred charges and property and equipment, net - liabilities

(298,948) (239,416)

Amortization of adjustments - changes in accounting practices - liabilities 20,932 13,542 Reversal of interest capitalization 1,339 761

Taxable base 839,121 754,678 Combined statutory rate 34% 34%Total deferred income tax and social contribution 285,302 256,591

Consolidated

Non-current liabilities 3.31.2016 12.31.2015

Bases of deferred liability:Tax loss (a) (43,653) (51,544)Accrued profit sharing (2,908) (5,028)Civil, tax and labor risks (b) (1,051) (3,565)Other provisions (363) (1,599)Provision for highway maintenance (69,192) (99,130)Adjustments in financial charges (3,094) (10,688)

Adjustments related to changes in accounting practices - adoption of Law 12,973/14 (e)

Differences in intangible assets, deferred charges and property and equipment, net 318,245 377,843 Amortization of adjustments - changes in accounting practices (21,899) (20,764)Reversal of interest capitalization (34) (612)

Taxable base 176,051 184,913 Combined statutory rate 34% 34%Total deferred income tax and social contribution 59,857 62,870

Consolidated


(a) Refers to tax losses and social contribution tax loss carryforwards, whose possibility of offsetting tax credit is supported by future taxable income projections of concessionaires Planalto Sul, Fluminense, Fernão Dias, Régis Bittencourt, Litoral Sul and Latina Manutenção.

(b) Refer to provisions for civil, labor and tax risks related to unsettled claims.

(c) Credit arising from the amortization of the merged concession, recorded up to the base date of the spin-off of OHL do Brasil Participações em Infraestrutura Ltda. – “OHL Participações” in June 2006 and, until then, controlled in “part B” of that company's taxable income book (LALUR). With the merger of the interest of OHL Participações; the Company recognized this credit that, pursuant to tax legislation, will be amortized at the rate of 20% per annum, for tax purposes, and for the term of the concession, for accounting purposes.

(d) On December 31, 2014, the Company’s Management opted for the early adoption of Law 12,973/14 as expected for the fiscal year of 2014, in the following subsidiaries: Autovias and Centrovias. Other subsidiaries applied said law when it took effect as of January 1, 2015. 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 asset2016 48,138 2017 47,050 2018 51,656 2019 16,638 2020 38,017 After 2021 83,803

285,302


9. RESTRICTED INVESTMENTS

The Company and its subsidiaries hold restricted investments in order to fulfill contractual obligations related to loans and borrowings and debentures. A brief description of these obligations is provided below:

Debentures - Sinking Fund

As guarantee of the strict and full compliance with the obligations assumed, the state concessionaires have been withholding and depositing on a daily basis part of their receivables to repay the principal and pay the annual interest of series 2 debentures, so that at the end of each interest and principal amortization period the payment amount is already available. These funds are kept in an investment fund specifically established for this purpose. In the period ended March 31, 2016, these investments yielded on average 98.88% of the CDI variation.

BNDES

The federal concessionaires must deposit, in a payment account with a financial institution, part of the operating revenues (between 43% and 58% of the collection of tool plazas).

These funds are used for payment of the debt service and maintenance of the mandatory minimum amount of the reserve account. After the legal fulfillment of the contractual obligations, the excess funds are transferred to a free current account.

The federal subsidiaries must maintain deposited in a reserve account with a financial institution, until the final settlement of all obligations assumed in the financing agreement with the BNDES, a minimum amount equivalent to three times the amount of the last overdue debt service installment, including the payments of principal, interest and other debt charges arising from the financing agreement. This amount is always recalculated on the day subsequent to each payment of the monthly installments. In the period ended March 31, 2016, these investments yielded on average 98.32% of the CDI variation.

The amounts of these investments are as follow:

Non-current liability2016 3,579 2017 3,487 2018 3,487 2019 3,487 2020 3,487 After 2021 42,330

59,857

Debentures (*) 23,301 - 23,301 -

3.31.2016

Current Non-current

Parent Company


(*) Refers to the value retained by the bank on March 31, 2016 for the payment of interest on the 2nd issue debentures. Payment took place on April 1, 2016.

10. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES

As at March 31, 2016, the Company held control, directly or indirectly, of the capital stock of the following subsidiaries:

Debentures 40,646 - 154,171 - BNDES - 90,609 - 85,872

40,646 90,609 154,171 85,872

Consolidated

3.31.2016 12.31.2015Non-

currentNon-

currentCurrent Current

Indirect Direct Interest

Autovias - 100%Centrovias - 100%Intervias 49% 51%Vianorte - 100%Planalto Sul - 100%Fluminense - 100%Fernão Dias - 100%Régis Bittencourt - 100%

Litoral Sul - 100%

Latina Manutenção (a) - 100%Arteris Participações (c) - 100%

Subsidiary 3.31.2016


Investments in subsidiaries are as follows:

Changes in investments in the parent company for the period ended March 31, 2016 are as follows:

Autovias 125,040,451 100% 186,389 611,458 425,069 80,479 5,296 Centrovias 101,483,834 100% 156,976 636,813 479,837 84,224 29,229 Intervias 2,219,666 51% 183,547 1,389,172 1,205,625 98,485 24,500 Vianorte 1,132,038 100% 175,034 459,795 284,761 71,906 19,084 Planalto Sul 344,677,249 100% 256,565 1,038,861 782,296 69,315 (10,359)Fluminense 249,821,758 100% 429,045 1,578,470 1,149,425 125,124 (3,962)Fernão Dias 542,639,799 100% 389,335 1,714,895 1,325,560 81,133 (22,587)Régis Bittencourt 270,196,214 100% 656,910 2,222,251 1,565,341 144,161 1,275 Litoral Sul 385,905,537 100% 443,953 1,835,555 1,391,602 122,440 (8,512)Latina Manutenção (*) 7,648,344 100% 47,978 111,304 63,326 72,510 10,870 Arteris Participações 63,593 100% - 91,739 91,739 - 11,587 (*) Quotas.

3.31.2016Common

sharesEquity interest (%) Equity Total assets Total liabilities Net revenue Profit / (Loss)

12.31.2015 3.31.2016

Autovias 183,343 - - (2,250) 5,296 186,389 Centrovias 129,334 - - (1,587) 29,229 156,976 Intervias 82,123 - - (1,009) 12,496 93,610 Vianorte 155,950 - - - 19,084 175,034 Planalto Sul 221,924 - 45,000 - (10,359) 256,565 Fluminense 363,007 - 70,000 - (3,962) 429,045 Fernão Dias 383,922 - 28,000 - (22,587) 389,335 Régis Bittencourt 562,635 - 93,000 - 1,275 656,910 Litoral Sul 384,465 - 68,000 - (8,512) 443,953 Latina Manutenção 30,878 6,230 - - 10,870 47,978 Latina Sinalização 15,072 (6,230) - (10,000) 1,158 - Arteris Participações 79,492 - - - - 79,492 Serviço e Tecnologia de Pagamentos S.A. 1,034 - - - 1,034 Other investments 19 - - - - 19 Total 2,593,198 - 304,000 (14,846) 33,988 2,916,340

Balance at

Parent Company

Capital contribution

Interest on equity/dividends

Equity in the earnings (losses) of subsidiaries in the

Balance at


11. PROPERTY AND EQUIPMENT

Changes in property and equipment are as follows:

Balance at 12.31.2015 3,418 2,825 4,587 5,270 586 16,686 Additions - - - 19 - 19 Disposals/write-offs (3) - - - - (3)Balance at 3.31.2016 3,415 2,825 4,587 5,289 586 16,702

Accumulated depreciation

Balance at 12.31.2015 (1,905) (1,320) (1,901) (1,939) - (7,065)Depreciation (70) (72) (55) (258) - (454)Disposals/write-offs 3 - - - - 3 Balance at 3.31.2016 (1,975) (1,392) (1,956) (2,197) - (7,516)

Property and equipment, netBalance at 12.31.2015 1,513 1,505 2,686 3,331 586 9,621 Balance at 3.31.2016 1,440 1,433 2,631 3,092 586 9,186 Depreciation rates - % 10 4 55.5 10

Parent Company

Cost of property and equipment Furniture, fixtures and facilities

Facilities, buildings and premises

Leasehold improvements

Other property and equipment

Land Total


(a) Refers to the transfer of property and equipment to intangible assets

Furniture, fixtures and facilities

Computers and peripherals Vehicles

Facilities, buildings and premises Land

Machinery and equipment

Other property and equipment

Property and equipment in

progressTotal

Balance at 12.31.2015 19,844 9,430 20,914 23,943 586 40,486 5,367 1,107 121,677 Additions 494 162 312 21 - 1,061 19 266 2,335 Transfers/Reclassifications (a) - 13 210 - - 18 - - 241 Disposals/write-offs (39) (18) (46) - - (71) - - (174)Balance at 3.31.2016 20,299 9,587 21,390 23,964 586 41,494 5,386 1,373 124,079

Accumulated depreciation

Balance at 12.31.2015 (11,901) (6,556) (14,758) (6,265) - (17,769) (2,014) - (59,263)Depreciation (465) (207) (418) (804) - (1,018) (262) - (3,174)Transfers/Reclassifications (a) 1 - (64) - - (110) - - (173)Disposals/write-offs 28 12 34 - - 38 - - 112 Balance at 3.31.2016 (12,337) (6,751) (15,206) (7,069) - (18,859) (2,276) - (62,498)

Property and equipment, netBalance at 12.31.2015 7,943 2,874 6,156 17,678 586 22,717 3,353 1,107 62,414Balance at 3.31.2016 7,962 2,836 6,184 16,895 586 22,635 3,110 1,373 61,581Depreciation rates - % 9 20 20 13 - 12 16.67

Cost of property and equipment

Consolidated


12. INTANGIBLE ASSETS

Changes in intangible assets are as follows:

(a) Refers to expenses with the implementation of the SAP System, which is expected to be concluded in 2016.

Balance at 12.31.2015 1,852 20,547 22,399 Additions 429 1,427 1,856 Transfer 20,455 (20,455) - Balance at 3.31.2016 22,736 1,519 24,255

Accumulated amortization:

Balance at 12.31.2015 (1,287) - (1,287)Amortization (1,089) - (1,089)Balance at 3.31.2016 (2,376) - (2,376)

Intangible assets, net:

Balance at 12.31.2015 565 20,547 21,112 Balance at 3.31.2016 20,360 1,519 21,879 Amortization rate - % 20% 20% 20%

Parent Company

Cost of intangible assets Software Intangible assets in progress (a)

Total


(a) Refer to projects and services carried out on the highway, such as paving, duplication, side roads, shoulders, work yards, special structure works, ground leveling, implementing a system for collecting tolls and monitoring traffic, signaling and other such services, amortized on a straight line basis, until the final term of the concession.

(b) Refers to the amount assumed for the operation of the highway system adjusted to present value. See Note 16. (c) Refers to the right of grant deriving from merging the spun-off portion, in June 2006, of OHL Participações, former parent company of Autovias and Centrovias.

This amount is being amortized on a straight line until the final term of the concession. (d) Refers to the amount assumed for using granite and gneiss rocks in infrastructure work in projects for the companies pertaining to the Arteris Group and

installation and safeguarding of equipment to perform the work. (e) Refer to undergoing projects and services on the highway, such as paving, duplication, side roads, shoulders, work yards, special structure works, ground leveling,

implementing a system for collecting tolls and monitoring traffic, signaling and other such services.

Balance at 12.31.2015 8,251,826 351,939 144,380 47,318 12,941 2,688,443 470 11,497,317 Additions 68,483 - - 2,573 - 293,845 14,839 379,740 Transfers/Reclassifications 97,783 - - (1) - (97,788) - (6)Disposals/write-offs (3,206) - - (5) - - (9,139) (12,350)Balance at 3.31.2016 8,414,886 351,939 144,380 49,885 12,941 2,884,500 6,170 11,864,701

Accumulated amortization

Balance at 12.31.2015 (2,468,115) (281,281) (97,795) (16,687) (6,387) - - (2,870,265)Amortization (126,545) (6,400) (2,873) (1,892) (591) - - (138,301)Transfers/Reclassifications - - - 1 - - - 1 Disposals/write-offs 316 - - 4 - - - 320 Balance at 3.31.2016 (2,594,344) (287,681) (100,668) (18,574) (6,978) - - (3,008,245)

Intangible assets, net:

Balance at 12.31.2015 5,783,711 70,658 46,585 30,631 6,554 2,688,443 470 8,627,052Balance at 3.31.2016 5,820,542 64,258 43,712 31,311 5,963 2,884,500 6,170 8,856,456

Consolidated

Intangible asset in progress (e)

Advances to suppliers

TotalCost of intangible assets Intangible assets in highways – works and services (a)

Concession (b) Merged concession (c)

Software Operation right (d)


13. BORROWINGS AND FINANCING


Arteris:Working capital(e) Exchange rate var. + 2.6738%p.a. Aug-16 181,282 - - - Working capital(e) Exchange rate var. + 3.1550%p.a. Sep-16 180,645 - - -

361,927 - - -

Parent Company3.31.2016 12.31.2015

Annual charges Maturity Current Non-current Current Non-current

Arteris:Working capital(e) Exchange rate var. + 2.6738%p.a. Aug-16 181,282 - - - Working capital(e) Exchange rate var. + 3.1550%p.a. Sep-16 180,645 - - -

361,927 - - - Autovias:Equipment financing – (FINAME) (b) 6.0% p.a. Oct-17 428 249 428 355

428 249 428 355 Centrovias:Equipment financing – (FINAME) (b) 6.0% p.a. Oct-17 428 249 428 355

428 249 428 355 Vianorte:Equipment financing – (FINAME) (b) 6.0% p.a. Nov-17 428 221 428 327

428 221 428 327

Planalto Sul:Investment financing (BNDES) (a) TJLP + 2.58% p.a. Dec-25 23,202 264,670 22,690 269,474 Investment financing (BNDES) (a) TJLP + 2.62% p.a. Mar-27 121 34,958 121 34,834 Investment financing (BNDES) (a) IPCA + 8.99% p.a. Jan-27 - 17,228 - 16,361

23,323 316,856 22,811 320,669 Transaction cost (127) (1,180) (76) (1,283)

23,196 315,676 22,735 319,386

Current Non-current

Consolidated

Annual charges Maturity Current Non-current

3.31.2016 12.31.2015

Fluminense:Investment financing (BNDES) (a) TJLP + 2.45 p.a. Nov-26 43,657 656,053 36,357 662,578

43,657 656,053 36,357 662,578 Transaction cost (790) (3,850) - -

42,867 652,203 36,357 662,578 Fernão DiasEquipment financing – (FINAME) (b) 6% p.a. Jun-19 236 526 236 584Investment financing (BNDES) (a) TJLP + 2.21% Mar-26 47,386 535,204 48,991 542,041


47,013 534,470 49,227 542,625 Régis BittencourtInvestment financing (BNDES) (a) TJLP + 2.21% p.a. Dec-24 82,477 822,911 80,761 838,719


82,294 821,518 80,761 838,719


TJLP - Long-Term Interest Rate.

(a) Credit facility opening agreement entered into with the Brazilian Development Bank (BNDES) to finance the recovery, improvement, maintenance, conservation, expansion, and operation works and services in the highways.

(b) Financing of equipment, guaranteed by the financed assets, collateral signature of shareholders or promissory notes.

(c) Finance lease agreements signed with financial institutions for acquisition of vehicles, information technology equipment and other equipment. The guarantees are the financed assets.

(d) Bank credit notes contracted from the financial institution for purchase of property and equipment for the São José Mill facility, with repayment term of 36 months as from the transaction formalization date, guaranteed by Arteris.

(e) Contracting of two foreign loans totaling fifty million dollars (US$50,000) each, from The Bank of Nova Scotia. In order to hedge against the foreign exchange variation, on the same date the Company also entered into a swap agreement with Scotia Bank do Brasil in order to convert the US dollar to the CDI+1.85% p.a. and CDI+2.15% p.a., respectively. The proceeds will be allocated to the group’s investment plan.

As at March 31, 2016, the maturities of the borrowings and financing are as follows:

As at March 31, 2016, there were no changes to the restrictive covenants contained in the financial statements of December 31, 2015.

Item “h” to the restrictive covenants of the agreement entered into with the BNDES provides for:

The Company shall not distribute dividends, pay interest on capital, pay interest on loans or repay the principal of these loans when the Debt Service Coverage Ratio (ICSD) is lower than 1.3, calculated under the following formula:

Litoral Sul:Investment financing (BNDES) (a) TJLP + 2.32% p.a. Jun-26 41,360 514,217 37,898 516,416

41,360 514,217 37,898 516,416 Transaction cost (1,878) (6,504) - -

39,482 507,713 37,898 516,416 Latina Manutenção:Equipment financing – (FINAME) (b) TJLP + 4.5% p.a. Mar-16 - - 141 - Working capital (d) 112.5% CDI May-17 6,316 4,928 5,919 4,927 Leasing (c ) 2.10% to 3.7% + CDI and 15.8% Feb-16 - - 174 -

6,316 4,928 6,234 4,927

Total 604,379 2,837,227 234,496 2,885,688

Maturity year2017 207,026 2018 283,320 2019 305,627 2020 651,612

1,389,642 2,837,227

After 2021


ICSD = Cash Generation from the Activity Debt Service

Where:

Cash Generation from the Activity Debt Service EBITDA

(+) EBITDA (+) Repayment of principal (+) Profit for the year

(-) Income tax (+) Payment of interest (+) Finance cost/income, net

(-) Social contribution (+) Depreciation and amortization

(+) Provision for income tax and soci contribution

(+) Other non-operating expenses/income, net

As at March 31, 2016, the Debt Service Coverage Ratio (ICSD) of the federal concessionaires was below 1.3. However, these companies did not undertake any action that did not comply with this restrictive clause.

The Company is compliant with all restrictive covenants at the end of the reporting period. The fair value of borrowings recognized in current and non-current liabilities approximates their carrying amount, since the impact of the discount is not significant, considering that the discount rates are substantially similar to the contracted rates.

14. DEBENTURES


Contractualyield rates (%)

2nd issue (g) 30,000 CDI + 2.00% p.a. Oct-17 - 200,010 - 198,418

3rd issue (i) 75,000 CDI + 2.00% p.a. Dec-16 904,497 - 864,146 -

105,000 904,497 200,010 864,146 198,418 Transaction cost (3,622) (1,364) (4,980) -

900,875 198,646 859,166 198,418

Parent Company

3.31.2016 12.31.2015

Series Number issued Maturities Current Non-current Current Non-current


Contractualyield rates (%)

Arteris:2nd issue (g) 30,000 CDI + 2% p.a. Oct-17 - 200,010 - 198,418

3rd issue (i) 75,000 CDI + 2.00% p.a. Dec-16 904,497 - 864,146 -

105,000 904,497 200,010 864,146 198,418 Transaction cost (3,622) (1,364) (4,980) -

900,875 198,646 859,166 198,418

Autovias:1st issue - series 2 (a) 120,000 IPCA + 8% p.a. Mar-17 60,282 - 74,662 49,518

3rd issue (c) 30,000 CDI + 0.83% p.a. Aug-17 104,365 54,000 106,616 108,000

150,000 164,647 54,000 181,278 157,518 Transaction cost (309) (40) (371) (106)

164,338 53,960 180,907 157,412

Centrovias:1st issue - series 2 (a) 120,000 IPCA + 8% p.a. Mar-17 60,282 - 77,438 46,742 2nd issue (d) 40,000 CDI+0.99%p.a Jun-18 125,406 171,520 115,370 171,520

160,000 185,688 171,520 192,808 218,262 Transaction cost (501) (227) (574) (325)

185,187 171,293 192,234 217,937

Intervias:

3rd issue (c ) 60,000 CDI + 1.09% p.a. Sep-18 199,022 402,000 220,909 402,000

4th issue - series 1 (e) 15,000 CDI+1.10% p.a. Oct-19 10,035 150,000 4,586 150,000

4th issue - series 2 (e) 22,500 IPCA+5.96% p.a. Oct-19 41,882 225,000 30,301 225,000

97,500 250,939 777,000 255,796 777,000 Transaction cost (1,322) (2,019) (1,384) (2,313)

249,617 774,981 254,412 774,687

Vianorte:1st issue - series 2 (a) 100,000 IPCA + 8% p.a. Mar-17 50,235 - 61,935 41,509

2nd issue (b) 15,000 CDI + 0.86% p.a. Mar-17 60,235 - 63,590 30,000

115,000 110,470 - 125,525 71,509 Transaction cost (168) - (219) (33)

110,302 - 125,306 71,476

Planalto Sul:

2nd issue (h) 10,000 IPCA+8.17% p.a. Dec-25 701 125,597 - 120,472

10,000 701 125,597 - 120,472 Transaction cost (105) (908) - (1,098)

596 124,689 - 119,374

Fernão Dias

2nd issue (f) 10,000 CDI + 1.15% p.a. Jun-16 119,200 - 115,127 -

10,000 119,200 - 115,127 - Transaction cost (109) - (237) -

119,091 - 114,890 -

Total 1,730,006 1,323,569 1,726,915 1,539,304

12.31.20153.31.2016

Consolidated

Series Number issued Maturities Current Non-currentCurrent Non-current


(a) 1st issue of debentures, series 2 of state concessionaires, on March 15, 2010 with nominal unit amount of R$1,000 each.

(b) 2nd issue of debentures, in a single series, of Vianorte on March 20, 2014 with unit face value of R$10,000 each.

(c) 3rd issue of debentures, in a single series, of Intervias, on September 25, 2013 with unit face value of R$10,000 each, and 3rd issue of debentures, in a single series, of Autovias, on December 18, 2013 with unit face value of R$10,000 each.

(d) 2nd issue of Centrovias’ debentures, in a single series, on March 20, 2014, with unit face value of R$10,000 each.

(e) 4th issue of Intervias’ debentures, in two series, the agreement was issued on October 15, 2014, with unit face value of R$10,000s.

(f) 2nd issue of Fernão Dias’ debentures, in a single series, on December 15, 2014, with unit face value of R$10,000 each.

(g) 2nd issue of the Parent Company’s debentures on October 1, 2014, with unit face value of R$10,000 each.

(h) 2nd issue of Planalto Sul's debentures, on December 15, 2014, with unit face value of R$10,000 each. The payment of this issue was on April 2015.

(i) 3rd issue of the Parent Company’s debentures on June 19, 2015, with unit face value of R$10,000 each.

(j) The Company classified interest paid on debentures as cash flow from financing activities in the parent company, since these debentures were raised and transferred through inter-company loan agreements to meet the working capital needs of its federal subsidiaries.

(k) Debentures were subscribed by their unit face value plus, for second series debentures, the corresponding adjustment for inflation and, for all debentures, the interest charged from the issue date through their actual payment date, as described below:

The yield on series 2 series debentures of 1st issue of concessionaires Autovias, Centrovias and Vianorte is paid yearly, every March 15, as of 2011, and amortized yearly, as of March 15, 2015.

Issue Date Nominal value Payment date Amount subscribed1st issue - State

Series 2 03.15.10 340,000 04.27.10 345,382 2nd issue - Centrovias and Vianorte 03.20.14 550,000 03.25.14 550,722

3rd issue - Autovias and Intervias 09.25.13 and 12.18.13 900,000 10.07.13 and 12.26.13 902,168 4th issue - Intervias 10.15.14 375,000 11.05.14 377,640 2nd issue - Federal 12.15.14 100,000 12.23.14 100,530 2nd issue - Federal 12.15.14 100,000 04.08.15 100,000 1st issue - Arteris 10.04.13 200,000 10.08.13 200,156 2nd issue - Arteris 10.01.14 300,000 10.01.14 302,486 3rd issue - Arteris 06.19.15 750,000 07.03.15 754,408

3,615,000 3,633,492

Consolidated


The yield on 3rd 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, 2016.

The yield on 3rd 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 2015.

The yield on 2nd issue debentures of Centrovias is paid on a semi-annual basis, every 20 of July and December, as of December 20, 2014, and amortized in seven semi-annual installments, as of June 20, 2015.

The yield on series 1 debentures of 4th issue of Intervias is paid on a semi-annual basis, every 15 of April and October, as of 2015, and amortized in three annual installments, as of October 15, 2017.

The yield on series 2 debentures of 4th issue of Intervias is paid yearly, every October 15, as of 2015, and will be amortized in a lump sum on October 15, 2019.

The yield on 2nd issue debentures of Vianorte is paid on a semi-annual basis, every 20 of March and September, as of 2014, and amortized in three semi-annual installments, as of March 20, 2015.

The yield on 2nd 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, 2019.

The yield on 2nd issue debentures of Fernão Dias will be paid and amortized in a lump sum on June 15, 2016.

The yield on 2nd issue debentures of the Parent Company is paid on a semi-annual basis, every 1 of April and October, as of 2015, and will be amortized in three semi-annual installments, as of October 1, 2016.

The yield on 3rd issue debentures of the Parent Company is paid on a semi-annual basis, every 19 of June and December, as of 2015, and will be amortized in a lump sum on December 19, 2016.

As at March 31, 2016, long-term installments of both issues are broken down as follows:

Parent CompanyMaturity year

2017 198,646 198,646


1st, 2nd, 3rd and 4th issue debentures of state concessionaires contain restrictive covenants that could accelerate their maturity and require the fulfillment of certain financial ratios, as specified in the early maturity clauses included in the indenture of each issue, filed with the CVM. As at March 31, 2016, the Company and its subsidiaries were compliant with the contractual terms and conditions agreed for the debentures.

The debentures of the 1st issue of series 2 are guaranteed by:

1. Pledge of 51% of the shares of the issuers Autovias, Centrovias, and Vianorte. The pledge percentage will be periodically decreased as the debentures are amortized.

2. Collateralization of 80% of toll plaza receivables. The collateralized percentage will be periodically decreased as the debentures are amortized.

3. Collateralization of 100% of the concession compensation receivables.

4. All units of the Sinking Fund, as described in Note 9.

The debentures issued by the Parent Company, as well as the debentures issued by state and federal concessionaires have restrictive clauses that entail early redemption and require compliance with certain financial indices, as disclosed in the section “Indentures and advances from debentures”, filed at CVM.

In order to not fail to comply with any clause of the BNDES agreement, the subsidiary Fernão Dias was granted referred agency’s approval for the 2nd issue of debentures on October 16, 2014.

The debentures of the 2nd 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 3rd 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.

ConsolidatedMaturity year

2017 637,816 2018 392,104 2019 257,613 After 2020 36,036

1,323,569


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 2nd issue debentures of concessionaire Fernão Dias are guaranteed by “aval” guarantee by Arteris S.A., in favor of the debenture holders.

The 1st issue debentures of the federal concessionaires and the and 2nd issue debentures of concessionaire Fernão Dias are guaranteed by “aval” guarantee by Arteris S.A., in favor of the debenture holders.

The 2nd issue debentures of concessionaire Planalto Sul are guaranteed by:

1. Fiduciary assignment of receivables held by the Company.

2. Pledge of all the shares held by the Company.

3. Fiduciary assignment of concession’s rights.

As at March 31, 2016, the Company and its subsidiaries were compliant with the contractual terms and conditions agreed for the debentures.

15. RELATED-PARTY TRANSACTIONS

Related-party transactions refer to administrative expenses, inter-company working capital loans and execution of the group’s investment plan.

The balances at March 31, 2016 and December 31, 2015 and related-party transactions in the periods ended March 31, 2016 and 2015, are stated below:


Current assets 3.31.2016 12.31.2015

Amounts due from related parties: Subsidiaries: Autovias (a) 904 1,568 Centrovias (a) 796 1,518 Intervias (a) 842 1,588 Vianorte (a) 692 1,314 Planalto Sul (a) 241 473 Fluminense (a) 799 1,186 Fernão Dias (a) 1,201 1,722 Régis Bittencourt (a) 667 1,731 Litoral Sul (a) 509 930 Latina Manutenção (a) 724 3,234 Latina Sinalização (a) - 151 Autovias (d) 6,237 4,324 Centrovias (d) 4,331 2,982 Intervias (d) 5,535 4,679 Arteris Paricipações (a) 247 - Vianorte (d) 5,508 5,508 Planalto Sul (b) 32,630 22,229 Fluminense (b) 23,986 22,607 Fernão Dias (b) 47,403 44,678 Régis Bittencourt (b) 20,893 19,692 Litoral Sul (b) 52,017 48,515 Related parties:Other 260 - Total 206,422 190,629

-

Parent Company

3.31.2016 12.31.2015Dividends receivable - subsidiaries:

Serviço e Tecnologia de Pagamentos S.A. 5,674 6,223 Total 5,674 6,223

Parent Company


Non-current assets3.31.2016 12.31.2015

Amounts due from related parties - borrowings from subsidiaries: Planalto Sul (b) 181,681 176,898 Fluminense (b) 186,823 181,961 Fernão Dias (b) 370,061 360,455 Régis Bittencourt (b) 166,002 161,772 Litoral Sul (b) 403,800 393,767 Total 1,308,367 1,274,853

Parent Company

Amounts receivable from related parties - Debentures subsidiaries: Planalto Sul (e) 21,588 29,710 Fluminense (f) 131,113 127,151 Fernão Dias (i) 21,588 20,938 Régis Bittencourt (g) 279,434 270,998 Litoral Sul (h) 225,062 218,260 Total 678,785 667,057

Total non-current 1,987,152 1,941,910

Current liabilities3.31.2016 12.31.2015

Borrowings and financing from subsidiaries: Autovias (c) 24,385 28,669 Centrovias (c) 35,264 32,062 Intervias (c) 52,092 48,256 Vianorte (c) 24,649 23,231 Total 136,390 132,218

Parent Company

3.31.2016 12.31.2015 3.31.2016 12.31.2015Accounts payable: Related parties:

Intervias (a) 9 - - -Fluminense (a) - 44 - -Fernão Dias (a) - 13 - -Régis Bittencourt (a) - 43 - -Litoral Sul (a) 19 - - -Latina Manutenção (a) 2 - - -Participes en Brasil S.L. 152 - 152 -

Total 182 100 152 -



(a) Refer to the apportionment of administrative costs and expenses among Arteris Group companies.

(b) Intercompany loan agreements with an interest rate equivalent to 100% of the CDI variation plus 1.037% to 1.4% per year with interest rates maturing as of December 2015 and principal as of December 2017.

(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 2017.

(d) Refers to interest on equity receivable.

(e) Refers to the indenture of the 3rd 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, 2017.

(f) Refers to the indenture of the 2nd 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.

(g) Refers to the indenture of the 2nd and 3rd 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 2nd issue expected to mature on April 27, 2017, and of the 3rd issue expect to mature on June 25, 2017.

(h) Refers to the indenture of the 3rd issue of non-convertible, subordinated debentures, in a single series, entered into between Autopista Litoral Sul S.A (Issuer) and Arteris S.A (Debenture Holder), whose proceeds will be allocated to the Issuer’s Capex plan. Referred debentures will bear interest rates corresponding to 100% of CDI variation plus spread of 1.5% per year, with principal amount and interest rates expected to mature on April 28, 2017.

Non-current liabilities 3.31.2016 12.31.2015Borrowings and financing from subsidiaries - Loans: Autovias (c) 250,896 253,201 Centrovias (c) 303,439 296,580 Intervias (c) 412,945 403,239 Vianorte (c) 186,698 181,696 Total 1,153,978 1,134,716

Parent Company

Amounts due from related parties - Debentures subsidiaries: Intervias (j) 264,950 256,679 Total 264,950 256,679

Total 1,418,928 1,391,395


(i) Refers to the indenture of the 3rd 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, 2017.

(j) Refers to the indenture of the 4th 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, 2017.

During the period ended March 31, 2016, the Company recognized R$1,257 (R$1,366 as at March 31, 2015), Parent Company, and R$5,033 (R$5,671 as at March 31, 2015), Consolidated, as management compensation. Management neither received nor granted loans to the Company and its subsidiaries, and are not entitled to significant fringe benefits.

The Company grants its employees’ profit sharing on an annual basis, which is calculated based on the attainment of corporate targets and specific goals established, approved and disclosed at the beginning of each fiscal year, and the payment is made in the following year, in accordance with the attainment of targets and goals. During the current fiscal year, the accounting provisions are calculated each month on bases that are estimated and appropriated to profit or loss, having payroll obligations as consideration. The balances of the provision for profit sharing (PLR) recorded on March 31, 2016, under the “Payroll obligations” line, are R$8,845 on the parent company (R$5,783 as at December 31, 2015) and R$23,939 (R$27,714 as at December 31, 2015) on the consolidated.

All active employees and employees dismissed for the period, who worked during the fiscal year, are entitled to profit sharing. In the case of employees dismissed, only those dismissed without cause are entitled to profit sharing.

3.31.2016 3.31.2015

Finance income (expenses), net:Subsidiaries: Autovias (9,895) (11,521) Centrovias (11,839) (10,088) Intervias (15,932) (11,420) Vianorte (7,553) (5,884) Planalto Sul 8,308 6,164 Fluminense 7,342 7,004 Fernão Dias 15,272 11,403 Régis Bittencourt 6,395 5,341 Litoral Sul 14,726 13,410 Total 6,824 4,409

Parent Company


The calculation of the profit sharing is based on corporate targets and specific goals to which weights are attributed in accordance with specific tables. The targets, goals and weights can be mainly summarized as the achievement of the budget for expenses and revenues, consolidated EBITDA and EBITDA by company, in addition to individual evaluations based on technical expertise and commitment to quality.

The Company and its subsidiaries offer their employees’ health care, reimbursement of dental care expenses and life insurance during the employment period. Such benefits are partially funded by the employees, based on their professional category and the usage of the respective plans. These benefits are recognized as costs or expenses when incurred.

In regard to transactions carried out with related parties, whenever necessary, these transactions are submitted to the Board of Directors for approval, pursuant to the Company’s Bylaws. The transactions and business entered into by the Company and its subsidiaries with related parties are subject to the finance charges previously described, which are compatible with the rates usually practice in Brazil.

16. CONCESSION FEES

Refer to the fees payable for the concessions granted to subsidiaries Autovias, Centrovias, Intervias and Vianorte to the São Paulo State Highway Department (DER/SP), discounted to present value.

The concession fees will be paid in 240 monthly consecutive installments, the first of which was paid in September 1998 by Autovias, in June 1998 by Centrovias, in February 2000 by Intervias, and in March 1998 by Vianorte. The amounts are adjusted using the same formula and at the same dates as the tool adjustment, and are due on the last business day of each month.


Therefore, the amount of the fees payable was determined as follows:

(*) Notional amounts adjusted for inflation through the end of the year, included solely as additional information.

(a) The variable portion corresponds to 1.5% of the gross monthly toll revenue. On December 14, 2013, ARTESP’s Managing Board extended, for indefinite term, the previously granted authorization to withhold and discount 50% of the amount due as variable concession fee (which corresponds to 1.5% of the concessionaire’s revenue).

(b) The variable amount, corresponding to 1.5% of the monthly toll revenue and 25% of the monthly supplementary revenues actually earned, is due by the last business day of the subsequent month

On June 27, 2015, the State Official Gazette published Artesp’s authorization for the toll tariff increase as of July 1, 2015 based on the General Market Price Index (IGP-M).

Current 3.31.2016 12.31.2015 3.31.2016 12.31.2015

Concession fee 8,510 8,191 8,741 8,413 Variable portion (a) 440 443 440 443


Concession fee 7,924 7,626 8,139 7,833

Variable portion (a)(b)628 624 628 624


Total 82,779 79,765 84,971 81,872

Intervias

Vianorte

ConsolidatedPresent value Notional amount (*)

Autovias

Centrovias

3.31.2016 12.31.2015 3.31.2016 12.31.2015

Autovias Concession fee 11,632 13,211 12,666 14,472 Centrovias Concession fee 14,420 16,903 15,607 18,406 Intervias Concession fee 20,937 21,997 23,587 24,928 Vianorte Concession fee 46,243 56,815 49,750 61,494 Total 93,232 108,926 101,610 119,300

Non-current

ConsolidatedPresent value Notional amount (*)


The number of installments payable as at March 31, 2016 is as follows:

The amounts paid by the Company’s subsidiaries to the Concession Authority during the period ended March 31, 2016 are as follows:

As at March 31, 2016, the amounts related to the actual amount classified in non-current liabilities are broken down as follows:

The concession model for federal highways does not include this type of payment of concession fee to the granting authority. The type of payment adopted in this concession operation model was offering the lowest basic toll tariff to be collected from users and the obligation of an allowance to cover the concession’s inspection expenses.

Autovias 12 17 29Centrovias 12 14 26Intervias 12 34 46Vianorte 12 11 23

Installments

TotalNon-current

Current

Fixed Variable Amount paid

Autovias 2,035 1,243 3,278 Centrovias 3,045 1,367 4,412 Intervias 1,895 1,727 3,622 Vianorte 12,355 1,157 13,512 Total 19,330 5,494 24,824

Concession Fee

2017 59,058 2018 26,169 2019 7,390 2020 615

93,232

Maturity year


17. PROVISIONS

Civil, labor and tax risks

The Company and its subsidiaries are parties to ongoing lawsuits basically involving civil liability to highway users and labor claims.

Management recognized, based on the opinion of its legal counsel, a provision to cover probable losses on said lawsuits and estimates that the final outcome will not affect significantly the cash flows, financial position, and results of operations of the Company and its subsidiaries.

Changes in the consolidated balance of civil, labor and tax risks during the period ended March 31, 2016 are as follows:

Additionally, the Company and its subsidiaries are parties to ongoing civil, labor, tax and other lawsuits arising from the normal course of business, which were assessed as possible loss by their legal counsel and for which no provision has been recognized. These lawsuits total R$36,558 as at March 31, 2016 (R$17,432 as at December 31, 2015).

Escrow deposits totaling R$6,266 and R$118,942, in the parent company and consolidated, respectively on March 31, 2016 (R$6,266 and R$111,437, respectively on December 31, 2015), classified in non-current assets, refer to, in the subsidiaries, lawsuits to which no provision has been recognized because the respective risk of loss was assessed as possible or remote.

The balance of R$118,942 of escrow deposits in the consolidated is composed as follows: R$69,272 referring to indemnities for work expropriation in federal concessionaires, R$32,546 referring to federal concessionaires’ lawsuits filed against ANTT, to annul the deficiency notices imposed by the Agency, and R$17,124 referring to sundry deposits from state concessionaires and the parent company.

12.31.2015 Additions Reversals Uses 31.03.2016Labor 222 - (222) - - Total 222 - (222) - -

Parent Company

12.31.2015 Additions Reversals Uses 31.03.2016Civil 8,380 2,380 (1,112) (805) 8,843 Labor 9,137 1,410 (2,611) (145) 7,791 Total 17,517 3,790 (3,723) (950) 16,634

Consolidated


Provision for maintenance and investments in highways

The provision for maintenance and investments in highways is calculated, respectively, based on the best estimate of the expenditures to be incurred on repairs and replacements and construction and improvement services. The provision for investments considers the amounts through the end of the concession period, while the provision for maintenance considers the amounts of the next intervention.

Changes in provisions for maintenance and investments in highways during the period ended March 31, 2016 are as follows:

Payments made in the period ended December 31, 2015, related to maintenances performed, totaled R$29,372.

18. EQUITY

a) As at March 31, 2016 share capital is R$1,033,198, represented by 344,444,440 common shares without par value, held as follows:

ProvisionsMaintenance in highways

Investments in highways

Maintenance in highways

Investments in highways

Balances at 12.31.2015 173,524 56,711 457,361 63,604 Additions 2,822 - 71,387 (1) Uses (29,116) (1,385) (2) 1 Discount to present value - 497 9,609 699 Transfers 55,667 5,693 (55,667) (5,692) Balance at 3.31.2016 202,897 61,516 482,688 58,611

Consolidated

Current Non-current

Number of shares subscribed

Equity interest - %

Participes en Brasil S.A. 238,563,305 69.26 Board of Directors 5 - Other 105,881,130 30.74 Total 344,444,440 100.00


b) Profit reserves and distribution of dividends (Parent Company):

Legal and profit retention reserve

The Company’s bylaws prescribe that the profit for the year, after recognition of the legal reserve, as provided for by law, can be allocated to the provision for civil, labor and tax risks, the profit retention reserve set out in the capital budget to be approved at the Shareholders’ Meeting, or the unrealized earnings reserve, pursuant to Article 198 of Law 6404/76.

Distribution of dividends

The Company’s bylaws provide for the distribution of a minimum mandatory dividend of 25% of the profit for the year, adjusted pursuant to Article 202 of Law 6404/76.

19. REVENUES


The reconciliation between gross revenue and net revenue presented in the income statement for the period is as follows:

3.31.2016 3.31.2015

Revenue from services provided 621,200 599,007 Revenue from construction services 301,257 353,041 Other revenue 10,586 21,993

933,043 974,041

Consolidated

3.31.2016 3.31.2015

Gross revenue 933,043 974,041 Service tax (ISSQN) (31,453) (30,735) Tax on revenue (PIS) (4,240) (4,247) Tax on revenue (COFINS) (19,546) (19,607) Other deductions (537) (523) Net revenue 877,267 918,929

Consolidated


20. COSTS AND EXPENSES BY NATURE


3.31.2016 3.31.2015

Expenses:Personnel 534 (134) Outsourced services (183) (1,083) Maintenance and upkeep (16) (14) Depreciation / amortization (1,543) (535) Contingencies 444 - Insurance / guarantees (36) (36) Consumption (17) (28) Transportation (9) (11) Other (227) (351) Total (1,053) (2,192)

Parent Company

3.31.2016 3.31.2015

Expenses:Personnel (13,861) (19,432) Outsourced services (4,729) (7,846) Maintenance and upkeep (1,674) (396) Depreciation / amortization (3,083) (1,845) Contingencies 562 (1,043) Insurance / guarantees (62) (58) Consumption (3,518) (4,716) Transportation (1,101) (1,127) Other (6,140) (5,592) Total (33,606) (42,055)

Consolidated


21. FINANCE INCOME (COSTS)

Represented by:

3.31.2016 3.31.2015

Costs:Construction costs (301,257) (353,041)Personnel (35,925) (37,879)Outsourced services (42,992) (40,517)Conservation (31,133) (30,372)Maintenance/upkeep of furniture/properties (3,809) (3,106)Consumption (8,403) (7,322)Transportation (8,559) (9,327)Inspection fee (Federal) (11,268) (10,242)Funds for technological development (Federal) (823) (1,077)Insurance / guarantee (6,000) (6,343)Costs with concession authority (5,470) (5,364)Provision for maintenance in highways (74,209) (26,838)Depreciation / amortization (138,392) (122,281)Other 15,169 (3,002)Total (653,071) (656,711)

Consolidated

3.31.2016 3.31.2015

Finance income:Interest income 75,822 43,322 Short-term investments 4,763 1,903 Other income 164 438 Total 80,749 45,663

Finance costs:Finance charges (96,236) (55,831) Losses with derivative financial instruments (37,794) - Other costs (6,031) (1,135) Total (140,061) (56,966)

Parent Company

Exchange rate variation:Exchange rate variation on foreign-currency loan 27,626 - Other 8 (9)

Total 27,634 (9)


22. STATEMENTS OF CASH FLOWS

a) Cash and cash equivalents

The breakdown of cash and cash equivalents included in the statement of cash flows is stated in Note 5.

b) Supplemental information

3.31.2016 3.31.2015

Finance income:Interest income - 1,088 Short-term investments 23,146 41,170 Finance charges - reversal of present value adjustment 735 3,677 Other income 4,868 1,448 Total 28,749 47,383

Finance costs:Finance charges (140,042) (137,407) Inflation adjustment of concession fees (6,674) (6,037) Finance charges - discount to present value (10,886) (20,279) Losses with derivative financial instruments (37,794) - Other costs (13,119) (5,319) Total (208,515) (169,042)

Consolidated

Exchange rate variation:Exchange rate variation on foreign-currency loan 27,626 - Other 8 (61)

Total 27,634 (61)

Non-cash investing and financing transactions:Paid- up capital – loanPaid-up capital – Merger - Latina Sinalização

Cash transactions in investments involving additions in the year:Payment of investments, which did not affect the additions in the property and equipment and intangible assets lines in the year

Parent Company

5,535 - - 10,000

3.31.2016 3.31.2015

(1,302) -

Non-cash investing and financing transactions:Purchases of intangible assets recognized under trade payables, related parties, contractual guarantees and taxes payableCapitalized interest

Consolidated3.31.2016 3.31.2015

59,863 28,624 143,812 60,151


23. RECONCILIATION OF INCOME TAX AND SOCIAL CONTRIBUTION

The reconciliation of effective and statutory income tax and social contribution rates in the income statements for the periods ended March 31, 2016 and 2015 is as follows:

Cash transactions in investments involving additions in the year:Payment of investments, which did not affect the additions in the property and equipment and intangible assets lines in the year (155,666) (124,998)

3.31.2016 3.31.2015

Profit before income tax and social contribution 12,308 54,298 Combined effective rate 34% 34%Expectation of income tax and social contribution expense, according Adjustments to effective rate:Equity in the earnings (losses) of subsidiaries: 15,496 23,221 Interest on capital received (1,977) (1,655) Exchange rate variation (9,396) - Derivative financial instruments 12,850 - Other adjustments (356) (251)

Total 12,432 2,854 Deferred taxes not recorded (12,432) (2,854) Expenses recognized - -

Parent Company

(4,185) (18,461)

3.31.2016 3.31.2015

34,957 93,023 Profit before income tax and social contribution 34% 34%Combined effective rateExpectation of income tax and social contribution expense, according Adjustments to effective rate:Exchange rate variation (9,396) - Derivative financial instruments 12,850 - Other adjustments (591) (1,809)

Total (9,023) (33,437) Deferred taxes not recorded (12,432) (2,854) Expenses recognized (21,455) (36,291)

Income tax and social contribution expense: Current (53,139) (46,302) Deferred 31,684 10,011

(21,455) (36,291)

(11,886) (31,628)

Consolidated


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.


24. EARNINGS PER SHARE

The tables below reconcile the profit and the weighted average of the value per share applied to calculate the basic and diluted earnings per share.

There is no difference between basic and diluted earnings per share, since during the period ended March 31, 2016 there were no equity instruments with dilution effect.

25. FINANCIAL INSTRUMENTS

According to their nature, financial instruments may involve known or unknown risks and a potential risk assessment is important. The main market risk factors that may affect the business of the Company and its subsidiaries are as follows:

Capital risk management

The Company’s management manages its cash in order to be able to continue as a going concern and maximize the funds for use in new investments, as well as to provide return to shareholders.

The Company’s capital structure consists of financial liabilities, cash and cash equivalents, marketable securities and equity, comprising share capital and profit reserves.

Management periodically reviews the capital structure and its ability to settle its liabilities, and timely monitors the average term of suppliers in relation to the average turnover of current assets, taking the necessary actions when the ratio between these balances presents assets higher than liabilities.

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide return to shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital and maximize the funds for use in new investments and investments in existing businesses.

Fair value of financial instruments carried at amortized cost

3.31.2016 3.31.2015

Net income for the year 12,308 54,298 Number of shares during the year 344,444 344,444 Earnings per share 0.0357 0.1576

Parent Company

3.31.2016 3.31.2015

Net income for the year 13,502 56,732 Number of shares for the year 344,444 344,444 Earnings per share 0.0392 0.1647

Consolidated


The financial instruments held by the Company are carried at amortized cost and approximate their fair value because:

Borrowings, financing and debentures: are substantially contracted at floating interest rates.

Trade receivables and payables: have average term of 30 days.

Cash and cash equivalents and restricted investments: are substantially indexed to the CDI.

As the nature, characteristics and contracted conditions are reflected in the carrying amounts, the eligible balances are discounted to present value, when applicable. Differences might occur if these amounts were settled in advance.

CPC 40 (R1) requires the classification into a three-level fair value hierarchy of financial instruments, based on observable and unobservable inputs related to the valuation of a financial instrument on the measurement date.

CPC 40 (R1) also defines the observable inputs, such as market data, obtained from independent sources, and the unobservable inputs reflecting the market assumptions.

The three levels of the fair value hierarchy are:

Level 1: The market price of identical instruments;

Level 2: Observable information different from the market price of the asset or liability, directly (as prices) or indirectly (based on prices);

Level 3: Instruments whose material factors are not observable in the market.

Market risks

3.31.2016 31.12.2015 3.31.2016 31.12.2015

Assets Level (*) Loans receivable

Loans receivable

Loans receivable

Loans receivable

Cash and cash equivalents Level 2 188,927 127,362 498,757 488,529 Related parties Level 2 2,193,574 2,132,539 260 - Trade receivables Level 2 - - 165,834 153,130 Restricted investments Level 2 23,301 - 131,255 240,043 Other receivables Level 2 825 1,543 5,155 4,977

3.31.2016 31.12.2015 3.31.2016 31.12.2015

Liabilities Level (*) Financial liability at amortized cost

Financial liability at amortized cost



Trade payables and contractual guarantees Level 2 2,742 6,246 195,804 217,580 Borrowings and financing Level 2 361,927 - 3,441,606 3,120,184 Derivative financial instruments Level 2 37,794 - 37,794 - Debentures Level 2 1,099,521 1,057,584 3,053,575 3,266,219 Related parties Level 2 1,555,500 1,523,713 152 - Concession fees Level 2 - - 176,011 188,691 Other payables Level 2 6,579 6,718 30,478 26,755



Market risk is the risk that the fair value of future cash flows from a financial instrument changes due to market price variations. Market prices include the following types of risk: exchange rate risk, credit interest rate risk and liquidity risk.

Financial instruments affected by market risk include borrowings receivable and payable, deposits, financial instruments available for sale and measured at fair value through profit or loss and derivative financial instruments.

a) Exposure to exchange rate risks

Exchange rate risk is the risk that the fair value of future cash flows from a financial instrument changes due to exchange rate variations.

The characteristics and associated risks of such an instrument are as follows:

The Company is exposed to exchange rate risk arising from financial instruments in currencies different than its functional currencies. As at March 31, 2016, the Company was exposed mainly to the risk of fluctuation in the US dollar. In order to hedge exchange rate exposure, the Company contracted swap operations with derivative financial instruments which should limit any losses to projected net income for the current year caused by the depreciation of the exchange rate.

As at March 31, 2016, the parent company’s balance sheet included accounts denominated in foreign currency that represent a liability totaling R$361,927. This account is hedged with a swap derivative.

Derivative instrument to hedge against exchange rate risk

The Company classifies derivatives under “financial”. “Financials” are swap derivatives contracted to hedge against exchange rate risk on borrowing and financing cash flows denominated in foreign currency.

As at March 31, 2016, the two outstanding swap agreements had maturities between August and September 2016, and were entered into with counterparties represented by Scotiabank Brasil S.A. Banco Múltiplo, on February 1, 2016 and March 24, 2016.

3.31.2016 3.31.2016Long Leg:Long Position - US Dollar 388,750 359,582 Total 388,750 359,582

Short Leg:Floating CDI rate 388,750 397,376 Total 388,750 397,376

Total Derivative Financial Instrument, Net - (37,794)

Parent CompanyPrincipal

(Notional)Fair Value


The financial swap operation consists of swapping an exchange rate variation for an adjustment by a percentage of the Interbank Deposit Certificate (CDI) fixed rate.

For the derivative financial instrument held by the Company as at December 31, 2016 and given that the agreements are directly executed with financial institutions rather than through the BM&FBOVESPA, there were no margins deposited to guarantee these operations.

Sensitivity analysis

Regarding the sensitivity analysis related to exchange rate exposure risk, Management believes that, in addition to assets and liabilities with exposure to changes in exchange rates, it is necessary to consider the value of the curve of the financial instruments contracted by the Company in order to hedge specific exposures, as shown below:

The tables below show the projection of additional gains (losses) that would have been recognized in the subsequent profit (loss) assuming the maintenance of the current net exchange rate exposure, as well as the following scenarios:

This probable scenario considers the average R$/US$ exchange rate expected by the Central Bank’s Focus report, of R$4.10 per US dollar. Scenarios II and III consider appreciations of 25% (R$5.12) and 50% (R$6.15), respectively, of the US dollar. Probable scenarios II and III are being presented in compliance with CVM Instruction 475/08.

Management uses the probable scenario in the assessment of possible changes in the exchange rate and presents that scenario pursuant to IFRS 7 – Financial Instruments: Disclosure. The Company and its subsidiaries do not operate with derivative financial instruments for the purpose of speculation.

b) Exposure to interest rate risks

The Company, through its subsidiaries, is exposed to normal market risks related to TJLP, IPCA and CDI fluctuation in connection with real-denominated borrowings and debentures. Interest on short-term investments is pegged to CDI fluctuation.

Pursuant to CVM Instruction 475, on March 31, 2016, Management carried out a sensitivity analysis, taking into account 25% and 50% increases in expected interest rates on the balances of borrowings and financing and debentures, net of short- term investments.

Fair value3.31.2016

361,927

362,062 (135)

Borrowings and financing in Brazil in foreign currency

Value of the financial derivative curveExchange rate exposure, net

Parent Company

DescriptionSociety Risk Scenario

ProbableScenario II

+25%Scenario III

+50%Exchange rate exposure, net Appreciation of the Dollar 2,047 3,235 5,590

Parent Company


Source of indexes: Focus Report - BACEN.

(*) Refers to the scenario of interest to be incurred in the shorter of the next 12 months or up to the agreement termination date.

These presentations are additional to the disclosures required by IFRS, being in conformity with the disclosures required by the CVM.

c) Credit risk

As at March 31, 2016, the subsidiaries have receivables totaling R$142,041 (R$133,938 as at December 31, 2015) from CGMP - Centro de Gestão de Meios de Pagamento S.A., Dbtrans, Conectar and Autoexpresso, arising from tolls collected by the electronic toll payment system (“Sem Parar”), recognized in line item “Trade receivables”.

The subsidiaries have a letter of guarantee issued by a bank to secure the collection of such receivables collected through the electronic toll system.

d) Liquidity risk

Liquidity risk is managed by the parent company Arteris S.A., which has an appropriate liquidity risk management model for the needs to obtain funding and manage liquidity on a short-, medium- and long-term basis.

The parent company manages liquidity risks by maintaining adequate reserves, bank credit lines and other credit lines for obtaining funding in the form of loans, as deemed appropriate, through ongoing monitoring of forecast and actual cash flows, as well as through the combination of maturity profiles for financial assets and liabilities.

As mentioned in Note 1, the Company uses the proceeds from its operating activities to meet its working capital requirements and access the capital market, and contracts borrowings and financing with Brazil’s main financing and development institutions to supplement its cash requirements and comply with its short-term obligations recorded in current liabilities, including the amortization of its financing, and to maintain a leverage level appropriate to its long-term obligations.

IndicatorsScenario I (probable)

Scenario II (+ 25%)

Scenario III (+50%)

CDI 11.75% 14.69% 17.63%Interest to be incurred - BNDES and Debentures (*) (181,825) (227,849) (273,658) Income from short-term investments 45,486 56,858 68,229

Interest to be incurred from CDI, net (*) (136,339) (170,991) (205,429)

TJLP 7.50% 9.38% 11.25%Interest to be incurred - BNDES (*) (240,803) (294,681) (348,535)

IPCA 6.20% 7.75% 9.30%Interest to be incurred - BNDES and Debentures (*) (72,735) (83,373) (92,111)

Interest to be incurred, net (*) (449,877) (549,045) (646,075)


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 reporting period. The contractual maturity is based on the most recent date on which the Company should settle the respective obligations:

Debentures - CDI (State) 15.36 449,474 502,392 423,023 - - 1,374,889 Debentures - IPCA 11.60 141,749 219,272 655,847 17,504 502,698 1,537,070 Finame 16.01 60,251 119,306 248 119 - 179,924 Concession fees 11.62 63,137 99,254 32,974 - - 195,365 BNDES Automático 7.00 290,786 429,034 451,988 458,331 2,507,763 4,137,902 Working capital 10.12 6,463 5,578 - - - 12,041 Total 1,011,860 1,374,836 1,564,080 475,954 3,010,461 7,437,191

2019 After 2020 TotalTypesEffective interest rate (weighted average) %

p.a.2016 2017 2018


26. SEGMENT REPORTING

On January 1, 2009, the Company adopted CPC 22 and IFRS 8 – Segment Reporting, which require that operating segments be identified based on internal reports regarding the Company’s components that are regularly reviewed by the Company’s Management, in charge of operational decisions, to allocate funds to the segment and assess its performance.

As a means of managing its business within the financial and operational scopes, the Company has classified its businesses as construction and concession of highways. These two divisions are considered the primary segments for reporting purposes. The main characteristics are mentioned in Notes 2 and 4.

a) Income statement by segment

b) Balance sheet by segment

Concession Construction Total Eliminations and holding

Consolidated balance

Net revenue of the segment 877,267 72,510 949,777 (72,510) 877,267 Costs (673,010) (52,821) (725,831) 72,760 (653,071) Gross profit 204,257 19,689 223,946 250 224,196

General and administrative expenses (36,630) (3,584) (40,214) 1,464 (38,750) Other operating (expenses) income 1,484 (47) 1,437 206 1,643 Finance income 77,780 990 78,770 (50,021) 28,749 Finance costs (198,463) (672) (199,135) (9,380) (208,515) Foreign exchange gain (loss), net - - - 27,634 27,634 Operating profit before taxes 48,428 16,376 64,804 (29,847) 34,957 Income tax and social contribution: Current (49,115) (3,750) (52,865) (274) (53,139) Deferred 34,652 (1,756) 32,896 (1,212) 31,684 Profit for the year 33,965 10,870 44,835 (31,333) 13,502

3.31.2016

Assets Concession Construction Total Eliminations and holding


CURRENTCash and cash equivalents 304,072 5,758 309,830 188,927 498,757 Trade receivables 165,834 - 165,834 - 165,834 Restricted investments 17,345 - 17,345 23,301 40,646 Amounts due from related parties 141,928 26,906 168,834 (168,574) 260 Other current assets 81,617 19,699 101,316 21,267 122,583 Total current assets 710,796 52,363 763,159 64,921 828,080

NON-CURRENT ASSETSRestricted investments 90,609 - 90,609 - 90,609 Deferred income tax and social contribution 257,685 13,435 271,120 14,182 285,302 Amounts due from related parties 1,418,927 - 1,418,927 (1,418,927) - Other non-current assets 124,816 1,260 126,076 18,306 144,382 Property and equipment 14,500 37,895 52,395 9,186 61,581 Intangible assets 8,828,226 6,351 8,834,577 21,879 8,856,456 Deferred charges 41,711 - 41,711 (41,711) - Total non-current assets 10,776,474 58,941 10,835,415 (1,397,085) 9,438,330 Total assets 11,487,270 111,304 11,598,574 (1,332,164) 10,266,410

3.31.2016


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 March 31, 2016, the subsidiaries’ insurance coverage is summarized as follows:

(*) By claim

Liabilities Concession Construction Total Eliminations and holding


CURRENTBorrowings and financing 236,136 6,316 242,452 399,721 642,173 Debentures 829,131 - 829,131 900,875 1,730,006 Trade payables 176,634 16,383 193,017 2,787 195,804 Payroll and related taxes 111,115 21,110 132,225 19,162 151,387 Concession fees 82,779 - 82,779 - 82,779 Dividends proposed - - - 33,270 33,270 Claims received 798 - 798 - 798 Provision for maintenance / Investments 249,894 61,516 311,410 (46,997) 264,413 Other current liabilities 259,359 (54,756) 204,603 (190,660) 13,943 Total current liabilities 1,945,846 50,569 1,996,415 1,118,158 3,114,573

NON-CURRENT LIABILITIESBorrowings and financing 2,832,299 4,928 2,837,227 - 2,837,227 Debentures 1,124,923 - 1,124,923 198,646 1,323,569 Concession fees 93,232 - 93,232 - 93,232 Provision for maintenance / investments 541,299 - 541,299 - 541,299 Other non-current liabilities 2,071,917 7,830 2,079,747 (1,982,749) 96,998 Total non-current liabilities 6,663,670 12,758 6,676,428 (1,784,103) 4,892,325 Equity 2,877,754 47,977 2,925,731 (666,219) 2,259,512 Total liabilities 11,487,270 111,304 11,598,574 (1,332,164) 10,266,410

3.31.2016

Type Covered risks Autovias Centrovias Intervias Vianorte

All risks Property damage/loss of revenue (*) 180,000 180,000 180,000 180,000Civil liability 18,000 25,000 21,000 25,000

Guarantee Concession agreement performance guarantee 98,611 135,767 163,021 130,420

Type Covered risks Planalto Sul

Fluminense Fernão Dias

Régis Bittencourt

Litoral Sul

All risks Property damage/loss of revenue (*) 180,000 180,000 180,000 180,000 180,000Civil liability 20,000 20,000 20,000 20,000 20,000

Guarantee Concession agreement performance guarantee 59,612 79,535 154,281 164,617 125,687

Indemnity limits – State

Indemnity limits – Federal


The Company has also civil liability insurance policies for board members, directors and officers, with an indemnity limit of R$62,000.

The Company contracted Judicial Guarantee Insurance policies referring to lawsuits deriving from ANTT’s tax deficiency notices to which no provision was recognized, since the related risk was classified as possible or remote. These guarantees amount to R$20,077 for Planalto Sul, R$5,819 for Fluminense, R$474 for Régis and R$6,080 for Litoral Sul.

27. EVENTS AFTER THE REPORTING PERIOD

Capital increases

The capital increases of the group concessionaires are as follows:

Arteris

On April 12, 2016, the Brazilian Securities and Exchange Commission (“CVM”) announced that it had accepted the request for registration of a tender offer for the acquisition of common shares issued by Arteris S.A.

On April 15, 2016, the controlling shareholder Particípes en Brasil S.A. published the notice for the tender offer for the acquisition of common shares issued by Arteris S.A.

Within the scope of the tender offer for the acquisition of up to all shares issued by the Company for the purpose of cancelation of its registration as a category A publicly held company and conversion into a category B issuer, and subsequent delisting from the Novo Mercado of the BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”), which was duly registered by the Brazilian Securities and Exchange Commission (“CVM”) on April 12, 2016, under number CVM/SRE/OPA/CAN/2016/002, pursuant to the tender offer notice published on April 15, 2016 in Valor Econômico newspaper, and made available on the same date on the websites of the Company, the CVM and the BM&FBOVESPA, the Company informed its shareholders and the market in general, as required by the offeror Brasil II, S.L., of the following:

(a) As provided for in the notice for the tender offer, the price originally established for the tender offer, of R$10.15 per share (“Offer Price”), would be reduced by the amount of dividends or interest on equity declared by the Company until the date of the tender offer auction, to be held on May 17, 2016;

Date Approval Concessionaire Shares issued Value4.20.2016 ESM Planalto Sul 13,440,860 10,0004.05.2016 ESM Fluminense 3,046,923 5,0004.20.2016 ESM Fluminense 2,958,580 5,0005.05.2016 ESM Fluminense 3,592,814 6,0005.10.2016 ESM Fluminense 1,189,768 2,0004.05.2016 ESM Fernão Dias 6,963,788 5,0004.24.2016 ESM Regis Bittencourt 6,170,300 15,0004.05.2016 ESM Litoral Sul 9,259,259 10,000

46,622,292 58,000


(b) At the annual and extraordinary shareholders’ meeting of April 29, 2016, the shareholders approved the declaration of dividends totaling R$0.0965910463390 per share;

(c) Given the above, the Offer Price was adjusted by the value of the dividends declared and is now R$10.06 per share.

On April 29, 2016, at the annual and extraordinary shareholders’ meeting, the shareholders decided to increase the Company’s capital stock through the capitalization of profit, in the amount of R$49,905,373, without issuing new shares. Consequently, the capital is now R$1,083,102,900, divided into 344,444,440 no-par, registered, book-entry common shares.

28. MATERIAL FACT

As informed in Note 1, the Company is undergoing a public tender offer process. On March 7, 2016, the Company received a letter from the CVM, dated March 4, 2016, which resolved on the need to prepare a valuation report of the Company1s shares by Banco BNP Paribas Brasil S.A. (“BNP Paribas”), including the objective calculation of the amounts attributed to the possibility of concession renewals and/or the inclusion of new concessions in the Company’s business portfolio.

On March 21, the Company received a revised version of the valuation report of shares assessed at their economic value, prepared by BNP Paribas, a specialized institution chosen by shareholders representing the shares outstanding within the scope of the tender offer. The revised version of the Valuation Report includes the necessary adjustments to comply with the CVM Official Letter.

In accordance with the revised version of the Valuation Report, BNP Paribas assessed the economic value of the Company’s shares at between R$8.86 and R$9.58 per share, corresponding to a range higher than the one presented in the original version of the valuation report, disclosed to the market by means of a Material Fact dated September 22, 2015.

On the same date, for purpose of cancellation of its registration as a category A publicly held company and subsequent conversion into a category B, the Company announced to its shareholders and the market in general that it had been informed that the offeror, Partícipes en Brasil II S.L., declared its awareness of the revised version of the valuation report of the Company’s shares prepared by BNP Paribas and will proceed with the public tender offer, pursuant to the terms and conditions already disclosed to the market.

On March 23, 2016, the Company informed its shareholders and the market in general, by means of a material fact that, considering the disclosure of a revised version of the valuation report of the shares issued by the Company at their economic value, shareholders holding at least 10% of the outstanding shares have at least 15 days to require the holding of a Special Shareholders’ Meeting to resolve on a new valuation of the Company. This term is counted as of March 22, 2016.

1Q16 Earnings Release

May 13, 2016 Page 1 of 26

1Q16 CONSOLIDATED

EARNINGS RELEASE

2016


May 13, 2016 Page 2 of 26

BM&FBovespa: ARTR3 Bloomberg: ARTR3 BZ Thomson Reuters: ARTR.BR

Update on May 12, 2016 Closing Price: R$9.97 per share Market Cap: R$3.4 billion

São Paulo, May 13, 2016 – Arteris S.A. – (BM&FBovespa Novo Mercado: ARTR3)

announces its consolidated results for the first quarter of 2016 ended March 31, 2016. Except where stated otherwise, the following financial and operating information is presented on a consolidated basis in Brazilian reais (R$), pursuant to Brazilian Corporate Law.

1Q16 HIGHLIGHTS

Tolled Traffic: the volume of tolled traffic totaled 162.0 million vehicle equivalents in

1Q16, 7.1% down on 1Q15, due to Brazil’s economic slowdown and the elimination,

since April, of charging for the suspended axles of empty heavy vehicles on federal

highways. If this law had not been in effect, tolled traffic would have fallen by 4.1% in

1Q16.

Toll Plaza Revenue: Toll plaza revenue came to R$621.2 million in 1Q16, 3.7% up on

1Q15. Despite the reduction in traffic, toll plaza revenue remained positive, due to period

tariff adjustments, which were above inflation in certain federal concessions due to the

correction of imbalances.

EBITDA and Adjusted EBITDA: First-quarter EBITDA fell by 3.0% over 1Q15 to R$328.6

million, while adjusted EBITDA increased by 10.1% to R$402.8 million, with a margin of

69.9%.

Debt: Net debt closed 1Q16 at R$5.9 billion, 4.3% more than at the end of 4Q15.

Leverage, as measured by the Net Debt / Adjusted EBITDA less Fixed Concession Fee

(last 12 months) ratio was 4.17x.

Investments: Investments in toll roads, mainly federal highways, came to R$334.1 million

in 1Q16.

Net Income: Arteris posted net income of R$13.5 million in 1Q16, due to economic

activity, higher depreciation and the financial result, which was impacted by the increase

in debt and higher interest rates.

1Q16: 162.0 MILLION VEH- EQU TOLLED, TOLL REVENUE OF R$621.2 MILLION (3.7%), ADJUSTED EBITDA OF R$402.8 MILLION (10.1%) AND NET INCOME OF R$13.5 MILLION

Indicadores Financeiros 4T12 3T12 4T11Var%

4T12/3T12

Var%

4T12/4T11

Veículos equivalentes (Mil) 181.133 178.404 174.303 1,5% 3,9%

Receita de pedágio (R$ Mil) 557.462 554.255 504.062 0,6% 10,6%

Receita líquida (R$ Mil) 819.631 822.418 777.746 -0,3% 5,4%

EBITDA (R$ Mil) 281.287 285.737 267.619 -1,6% 5,1%

EBITDA Ajustado (R$ Mil) ¹ 349.424 358.167 303.516 -2,4% 15,1%

Lucro líquido (R$ Mil) 106.737 103.076 104.729 3,6% 1,9%

Margem EBITDA* 53,6% 54,5% 55,9% -0,9 p.p. -2,4 p.p.

Margem EBITDA ajustado* 66,5% 68,3% 63,4% -1,7 p.p. 3,1 p.p.

Patrimônio líquido (R$ Mil) 1.607.084 1.592.794 1.398.451 0,9% 14,9%

Ativos totais (R$ Mil) 6.048.420 5.972.878 5.550.279 1,3% 9,0%

Dívida bruta / Capitalização total ² 66,8% 66,8% 68,9% 0,0 p.p. -2,1 p.p.

Dívida líquida / EBITDA ajustado excl. ônus f ixo ³ 1,9 1,9 1,6 0,1 0,4

¹ Considera ajustes relativos a reversões da provisão p/ manutenção de rodovias.

² Capitalização total = patrimônio líquido + dívida bruta

³ EBITDA Ajustado acumulado nos últimos 12 meses

* M argem EBITDA baseada na Receita Operacional Líquida, excluindo Receitas de Construção

Financial Indicators 1Q16 4Q15 1Q15Var

1Q16/4Q15

Var

1Q16/1Q15

Vehicle-Equivalents (Thousand) 161,969 171,013 174,440 -5.3% -7.1%

Toll plazas revenue (R$ Thousand) 621,200 624,263 599,007 -0.5% 3.7%

Net revenue (R$ Thousand) 877,267 960,632 918,929 -8.7% -4.5%

EBITDA (R$ Thousand) 328,564 269,521 338,869 21.9% -3.0%

Adjusted EBITDA (R$ Thousand) ¹ 402,773 352,710 365,707 14.2% 10.1%

Net income (R$ Thousand) 13,502 (11,993) 56,732 n.d. -76.2%

EBITDA margin* 57.0% 46.9% 59.9% 10.1 p.p. -2.8 p.p.

Adjusted EBITDA margin* 69.9% 61.4% 64.6% 8.6 p.p. 5.3 p.p.

Equity (R$ Thousand) 2,259,512 2,244,849 2,185,509 0.7% 3.4%

Total assets (R$ Thousand) 10,266,410 10,081,570 9,417,105 1.8% 9.0%

Gross debt / Total capitalization ² 74.3% 74.0% 72.8% 0.3 p.p. 1.5 p.p.

Net debt (R$ Thousand) 5,902,963 5,657,831 4,657,952 4.3% 26.7%

Net debt / Adjusted EBITDA minus f ixed concession charge ³ 4.17 4.10 3.23 0.1 0.9


May 13, 2016 Page 3 of 26

* The EBITDA Margin is based on Net Operating Revenue excluding Construction Revenue.

1Q16 4Q15 1Q15Var%

1Q16/4Q15

Var%

1Q16/1Q15

GROSS SERVICE REVENUE 933,043 1,015,880 974,041 -8.2% -4.2%

Toll plazas revenue 621,200 624,263 599,007 -0.5% 3.7%

State 339,189 370,287 333,985 -8.4% 1.6%

Autovias 81,977 88,505 81,392 -7.4% 0.7%

Centrovias 89,348 96,939 86,970 -7.8% 2.7%

Intervias 91,704 101,337 90,839 -9.5% 1.0%

Vianorte 76,160 83,506 74,784 -8.8% 1.8%

Federal 282,011 253,976 265,022 11.0% 6.4%

Planalto Sul 30,639 26,966 28,283 13.6% 8.3%

Fluminense 46,494 43,464 44,646 7.0% 4.1%

Fernão Dias 63,178 61,539 61,539 2.7% 2.7%

Régis Bittencourt 78,197 65,936 70,803 18.6% 10.4%

Litoral Sul 63,503 56,071 59,751 13.3% 6.3%

Others 10,586 5,751 21,993 84.1% -51.9%

Construction services 301,257 385,866 353,041 -21.9% -14.7%

DEDUCTIONS FROM REVENUE (55,776) (55,248) (55,112) 1.0% 1.2%

NET SERVICE REVENUE 877,267 960,632 918,929 -8.7% -4.5%

COST AND EXPENSES (548,703) (691,111) (580,060) -20.6% -5.4%

Cost of services (excl. depreciation and amortization) (139,213) (166,054) (154,551) -16.2% -9.9%

Cost of construction services (301,257) (385,866) (353,041) -21.9% -14.7%

Administrative expenses (excl. depreciation and amortization) (30,523) (59,613) (40,210) -48.8% -24.1%

Directors' compensation (5,033) (3,116) (5,671) 61.5% -11.3%

Tax expenses (111) (683) (854) -83.7% -87.0%

Provision for maintenance in highw ays (74,209) (83,189) (26,838) -10.8% 176.5%

Other operating income, net 1,643 7,410 1,105 -77.8% 48.7%

EBITDA 328,564 269,521 338,869 21.9% -3.0%

EBITDA Margin* 57.0% 46.9% 59.9%

DEPRECIATION AND AMORTIZATION (141,475) (142,417) (124,126) -0.7% 14.0%

Depreciation and amortization (141,475) (142,417) (124,126) -0.7% 14.0%

FINANCE INCOME (COSTS) (152,132) (145,647) (121,720) 4.5% 25.0%

Finance income 28,749 32,127 47,383 -10.5% -39.3%

Finance costs (208,515) (177,943) (169,042) 17.2% 23.4%

Foreign exchange gain (loss), net 27,634 169 (61)

OPERATING PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION 34,957 (18,543) 93,023 n.d. -62.4%

INCOME TAX AND SOCIAL CONTRIBUTION (21,455) 6,550 (36,291) n.d. -40.9%

Current (53,139) (42,955) (46,302) 23.7% 14.8%

Deferred 31,684 49,505 10,011 -36.0% 216.5%

NET INCOME FOR THE PERIOD 13,502 (11,993) 56,732 n.d. -76.2%

(In thousands of Brazilian reais)

CONSOLIDATED INCOME STATEMENT


May 13, 2016 Page 4 of 26

Gross Revenue Breakdown 1Q16

Toll Revenue Breakdown 1Q16

Economic and Financial Performance

Gross Service Revenue

Arteris recorded gross revenue of R$933.4 million in 1Q16, 4.2% less than in the same

period in 2015, broken down as follows:

Toll revenue came to R$621.2 million, accounting for 67% of total 1Q16 revenue,

growth of 3.7% over 1Q15;

Construction revenue fell by 14.7% to R$301.3 million, or 32% of the total,

reflecting the investments to improve the group’s highway infrastructure. The

decline in this item was due to increased investments in maintenance works, which

are not registered in this line;

Other revenue, accounting for approximately 1% of the total, came to R$10.6

million, comprising the highway concessions’ ancillary revenue.

Toll Plaza Revenue

Toll revenue increased by 3.7% over 1Q15, despite the period’s strong reduction in traffic,

thanks to the tariff increases for all concessions. Some of the federal highway adjustments

were above inflation due to the rebalancing of the contracts following the amendments.

The state concessionaires recorded revenue of R$339.2 million in 1Q16, accounting for

55% of total toll revenue, with a slight increase in the quarterly comparison (+1.6%), the

2.5% reduction in tolled traffic volume being offset by the 4.2% upturn in the average tariff.

The federal highways closed 1Q16 with revenue of R$282.0 million, 6.4% more than in

1Q15, thanks to period tariff adjustments above inflation despite the decline in traffic .

Tolled Traffic: The Company’s consolidated tolled traffic volume came to 161,969,000

vehicle equivalents, 7.1% down on 1Q15.

67%

32%

1%

Toll

Construction

Others

55%

45% State

Federal

Vehicle-Equivalents (Thousand) 1Q16 4Q15 1Q15Var%

1Q16/4Q15

Var%

1Q16/1Q15

State Concessions 47,789 52,197 49,018 -8.4% -2.5%

Autovias 10,910 11,844 11,352 -7.9% -3.9%

Centrovias 13,165 14,261 13,287 -7.7% -0.9%

Intervias 15,015 16,595 15,488 -9.5% -3.1%

Vianorte 8,699 9,497 8,891 -8.4% -2.2%

Federal Concessions 114,180 118,816 125,422 -3.9% -9.0%

Planalto Sul 6,382 6,436 6,894 -0.8% -7.4%

Fluminense 10,958 11,431 12,225 -4.1% -10.4%

Fernão Dias 35,138 37,827 38,447 -7.1% -8.6%

Régis Bittencourt 31,259 32,737 35,393 -4.5% -11.7%

Litoral Sul 30,444 30,385 32,463 0.2% -6.2%

Total 161,969 171,013 174,440 -5.3% -7.1%


May 13, 2016 Page 5 of 26

Traffic Breakdown

(Vehicle Equivalents)

1Q16

The substantial reduction in the volume of tolled vehicles in recent quarters was due to the slowdown of Brazil’s economy, in turn reducing GDP, especially in regard to industrial production. The impact of the slowdown led to a hefty decline in heavy traffic, mainly on our federal highways, an average 66% of whose traffic consists of heavy vehicle equivalents, versus 60% on the state highways.

Another factor contributing to the traffic downturn was the application, since April 2015, of the Truck Drivers’ Law, which eliminated the charge on the suspended axles of empty heavy vehicles on the federal highways and whose impact was rebalanced by the last tariff adjustment in the contractual tariff revision, already effective in 2016. If this law had not been in effect, first-quarter federal highway and consolidated tolled traffic would have fallen by 4.7% and 4.1%, respectively, over 1Q15.

In terms of composition, 59.9% of 1Q16 tolled traffic in the state concessions (measured

in vehicle equivalents) consisted of heavy vehicles and 40.1% consisted of light vehicles;

with respective ratios of 66.1% and 33.9% in the federal concessions.

Average Tariff: In 1Q16, the average consolidated tariff of Arteris’ concessionaires was

R$3.84, 11.7% up on 1Q15.

The following table shows average tariff trends in each of the concessionaires and on a

consolidated and same-comparison basis:

In July 2015, the São Paulo state government authorized the annual adjustment of state

concessionaires’ tariffs, in line with the accrued period variation in the IGP-M general

market price index of 4.11%, as determined by the concession agreement. The average state

concessionaire tariff stood at R$7.10 in 1Q16.

Federal concession tariffs were subjected to all the adjustments envisaged in the respective

concession agreements in line with the 10.1% accrued period variation in the IPCA consumer

price index, as well as from the financial rebalancing of the concession agreements related to

the Truck Drivers’ Law (in effect as of April 2015). There were also additional and more

substantial increases to remunerate investments due to contractual amendments in Autopista

Régis Bittencourt and Autopista Planalto Sul

The consolidated average tariff of the federal concessions was R$2.47 in 1Q16, 16.9% up on

1Q15.

Average Toll Tariff (R$ / Vehicle-Equivalents) 1Q16 4Q15 1Q15Var%

1Q16/4Q15

Var%

1Q16/1Q15

State Concessions 7.10 7.09 6.81 0.1% 4.2%

Autovias 7.51 7.47 7.17 0.6% 4.8%

Centrovias 6.79 6.80 6.55 -0.2% 3.7%

Intervias 6.11 6.11 5.87 0.0% 4.1%

Vianorte 8.76 8.79 8.41 -0.4% 4.1%

Federal Concessions 2.47 2.14 2.11 15.5% 16.9%

Planalto Sul 4.80 4.19 4.10 14.6% 17.0%

Fluminense 4.24 3.80 3.65 11.6% 16.2%

Fernão Dias 1.80 1.63 1.60 10.5% 12.3%

Régis Bittencourt 2.50 2.01 2.00 24.2% 25.1%

Litoral Sul 2.09 1.85 1.84 13.0% 13.3%

Total 3.84 3.65 3.43 5.1% 11.7%


May 13, 2016 Page 6 of 26

Electronic Collection: Revenue from electronic toll plaza payments (AVI System) in the state

concessionaires accounted for 66.3% of total revenue in 1Q16, versus 66.4% in 1Q15, while

the average ratio in the federal concessionaires was 53.0% in 1Q16, versus 53.0% in 1Q15

Construction Revenue

Construction revenue totaled R$301.3 million in 1Q16 (-14.7%). It is worth noting that

construction revenue represents the Company’s investments in highway infrastructure

(additions to intangible assets) and has no cash effect. Currently, investments are allocated

almost entirely to the federal concessions. The decline was due to the fact that a portion of

the increase in investments was related to maintenance works that are not recorded in this

line.

Other Revenue

The “other revenue” line is composed exclusively of ancillary revenue from the

exploration/sale of highway right-of-way services.

Other revenue totaled R$10.6 million in 1Q16, 51.9% down on 1Q15, due to the retroactive

charging (between 2008 and 2014) for the use of Autopista Litoral Sul’s right of way by

telecommunication companies, totaling R$13.5 million.

66.4% 66.8% 66.3%

1Q15 4Q15 1Q16

AVI State

53.0% 52.8% 53.0%

1Q15 4Q15 1Q16

AVI Federal


May 13, 2016 Page 7 of 26

Costs and Expenses

Total costs and expenses, which include non-cash items (construction costs, provisions,

depreciation and amortization), fell by 1.9% over 1Q15 to R$690.2 million, and were

impacted by:

(i) the 13.5%, or R$26.9 million, decline in cash costs;

(ii) the R$47.4 million upturn in provisions for highway maintenance;

(iii) the R$17.3 million rise in depreciation and amortization; and

(iv) the R$51.8 million reduction in construction service costs.

The main variations in cash costs between the periods were as follows:

Third-party services: Third-party service costs came to R$47.7 million in the first

quarter, 1.3% down on 1Q15. Even with the adjustment of agreements for inflation,

this improvement was directly related to the initiatives of the group’s ongoing

program to increase efficiency, such as the electronic auction system for hiring third

parties and the intensive renegotiation of service provision contracts as a result of

the current economic situation, in addition to the insourcing of Autopista Planalto

Sul’s previously outsourced toll collectors in April 2015, costs that have been booked

under personnel costs since then.

Personnel: Personnel costs came to R$49.5 million, 13.5% down on 1Q15, due to

workforce restructuring and the reversal of a portion of the profit sharing payments,

given that some of the established goals were not fully achieved. The Company also

constituted social security (INSS) credits, due to the payment of charges on specific

payroll funds in the last five years, over which there is a legal understanding that

said amount should not be charged. These credits will be consumed by offsetting

recurring INSS monthly payments. It is worth noting that, in 1Q15, the collective

bargaining agreement became effective in March, while in 1Q16 it became effective

in April, retroactive to March.

Conservation: Conservation costs totaled R$31.1 million in 1Q16, 2.5% more than

in 1Q15. This is a variable cost which depends on the period volume of highway

repaving and infrastructure works, and the weather conditions in the regions where

the works are taking place.

Costs and Services Expenses (R$ Thousand) 1Q16 4Q15 1Q15Var%

1Q16/4Q15

Var%

1Q16/1Q15

Var.

Nominal

1T16/1T15

Third Party Services (47,721) (52,130) (48,363) -8.5% -1.3% 642

Personnel (49,564) (66,546) (57,311) -25.5% -13.5% 7,747

Conservation (31,133) (33,283) (30,372) -6.5% 2.5% (761)

Inspection fee (11,268) (10,374) (10,242) 8.6% 10.0% (1,026)

Costs w ith granting authority (5,470) (5,952) (5,364) -8.1% 2.0% (106)

Insurance and guarantees (6,062) (6,087) (6,401) -0.4% -5.3% 339

Management Compensation (5,033) (3,116) (5,671) 61.5% -11.3% 638

Consumption (11,921) (13,921) (12,038) -14.4% -1.0% 117

Civil, labor and tax risks 340 (1,694) (1,043) -120.1% -132.6% 1,383

Tax expenses (111) (683) (854) -83.7% -87.0% 743

Transportation (9,660) (10,494) (10,454) -7.9% -7.6% 794

Other operating expenses, net 4,366 (17,776) (12,068) -124.6% -136.2% 16,434

Total (Cash Costs) (173,237) (222,056) (200,181) -22.0% -13.5% 26,944

% Cash Costs / Net Revenue (excl. construction) 30.1% 38.6% 35.4% -8.6 p.p. -5.3 p.p. -5.3 p.p.

Cost of construction services (301,257) (385,866) (353,041) -21.9% -14.7% 51,784

Provision for maintenance in highw ays (74,209) (83,189) (26,838) -10.8% 176.5% (47,371)

Depreciation and amortization (141,475) (142,417) (124,126) -0.7% 14.0% (17,349)

Total (690,178) (833,528) (704,186) -17.2% -2.0% 14,008


May 13, 2016 Page 8 of 26

Inspection: These amounts are paid by the federal highways to the granting

authority (ANTT) and are adjusted annually in accordance with the IPCA consumer

price index. These fees totaled R$11.3 million in 1Q16, 10.0% more than in the

same period the year before.

Costs with the granting authority: These refer to the transfer of 1.5% of the gross

toll revenue of the state concessionaires to the granting authority in the state of São

Paulo (ARTESP), totaling R$5.5 million in 1Q16.

Insurance and Guarantees: These costs, which basically refer to insurance policies

related to engineering risk, fleet risk and performance bonds, totaled R$6.1 million in

1Q16, 5.3% down on 1Q15, due to more effective contract renewal negotiations.

Management Compensation: Management compensation totaled R$5.0 million in

1Q16, lower than in 1Q15 due to the reorganization of the Company’s organizational

structure, including a reduction in the number of executive officers in the holding

company.

Consumption: This line includes expenses related to telephony, lighting and other

electricity expenses of the business units, toll plazas and highway stretches,

administrative materials (such as office supplies), signage materials (such as traffic

cones and special signs), and materials used in traffic campaigns (pamphlets and

booklets). In 1Q16, this line remained virtually flat (-1%), totaling R$11.9 million.

Civil, Labor and Tax Risks: The amounts in this item refer to expectations of a

probable loss in lawsuits involving Arteris and its subsidiaries. These costs totaled

R$0.3 million in 1Q16, the decline being a result of the change in the legal counsel’s

forecast regarding the ongoing lawsuits.

Transportation: This line includes expenses related to fuel consumption and rental

and maintenance of the light vehicle fleet (traffic inspection, administrative vehicles

and own rescue vehicles) and heavy vehicle fleet (tow trucks, water tankers, fire

trucks and animal capture trucks, among others) of all of the group’s

concessionaires. In 1Q16, this line totaled R$9.7 million, 7.6% less than in 1Q15,

due to a reduction in the fleet as a result of optimization, and lower fuel consumption

thanks to the improved management process.

Other operating expenses: these refer to other items related to the operations of

the Company’s concessionaires, in addition to the result of the works of the group’s

construction companies, provided exclusively to Arteris. The result of the group’s

construction companies accounts for the “other operating expenses” line and is

variable in nature, depending on the volume of works contracted by the

concessionaires to outsourced firms.

These expenses totaled R$4.4 million in 1Q16, R$10.0 million less than in 1Q15,

chiefly due to the R$16.2 million improvement in the operating margin of the

construction subsidiaries, from a negative R$0.4 million in 1Q15 to a positive R$18.7

million in 1Q16.

The main changes in non-cash costs were:


May 13, 2016 Page 9 of 26

Construction costs: These costs, which are related to the accounting recognition of

the Company’s investments in intangible assets, almost all of which allocated to

federal highway infrastructure improvements, totaled R$301.3 million in 1Q16

(-14.7%).

Provisions for maintenance: These costs refer to the constitution of reserves

related to future disbursements for paving maintenance and renewal on the

highways under concession. The Company adjusts these provisions every quarter

as it reviews and updates expectations regarding the timing and amount of these

disbursements. The amount recorded in 1Q16 was R$74.2 million, R$47.4 million

more than in 1Q15, due to the state concessionaires’ final maintenance before the

end of the concession agreements.

Depreciation and amortization: Depreciation and amortization are related to the

adoption of IFRS rules, which require the complete amortization of intangible assets

by the end of the concession period. In 1Q16, this line totaled R$ 141.5 million,

14.0% more than in 1Q15, due to the increase in the intangible asset base as a

result of the Company’s investments.


May 13, 2016 Page 10 of 26

EBITDA and Adjusted EBITDA

Arteris reported EBITDA of R$328.6 million in 1Q16, 3.0% down on 1Q15, while EBITDA

adjusted for provisions for highway maintenance, which does not have a cash effect, totaled

R$402.8 million in 1Q16, 10.1% up year-on-year. The first-quarter EBITDA margin declined

by 2.8 p.p. and the adjusted EBITDA margin increased by 5.3 p.p.

The main factors that increased adjusted EBITDA by R$37.1 million (10.1%) were as follows:

(i) Improved toll revenue, the decline in traffic being offset by tariff adjustments;

(ii) The R$20.5 million downturn in cash costs, as already explained.

* 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).

The following table shows the calculation of EBITDA and Adjusted EBITDA for the Arteris

companies in 1Q16:

1 Excludes Depreciation and Amortization

* The EBITDA Margin is based on Net Operating Revenue excluding Construction Revenue.

Indicadores Financeiros 4T14 3T14 4T13Var%

4T14/3T14

Var%

4T14/4T132014 2013

Var%

2014/2013

Veículos equivalentes (Mil) 190.048 186.724 184.980 1,8% 2,7% 726.295 717.096 1,3%

Receita de pedágio (R$ Mil) 639.226 635.956 603.834 0,5% 5,9% 2.431.851 2.300.436 5,7%

Receita líquida (R$ Mil) 1.069.094 1.098.185 940.690 -2,6% 13,6% 4.018.133 3.377.474 19,0%

EBITDA (R$ Mil) 354.953 386.367 328.659 -8,1% 8,0% 1.357.080 1.232.769 10,1%

EBITDA Ajustado (R$ Mil) ¹ 383.201 428.079 374.227 -10,5% 2,4% 1.502.543 1.428.798 5,2%

Lucro líquido (R$ Mil) 117.604 146.453 137.618 -19,7% -14,5% 456.864 466.341 -2,0%

Margem EBITDA* 60,0% 64,1% 58,9% -4,1 p.p. 1,0 p.p. 60,0% 58,2% 1,8 p.p.

Margem EBITDA ajustado* 64,7% 71,0% 67,1% -6,2 p.p. -2,4 p.p. 66,5% 67,4% -1,0 p.p.

Patrimônio líquido (R$ Mil) 2.128.781 2.117.429 1.879.573 0,5% 13,3% 2.128.781 1.879.573 13,3%

Ativos totais (R$ Mil) 9.607.477 8.627.411 7.369.011 11,4% 30,4% 9.607.477 7.369.011 30,4%

Dívida bruta / Capitalização total ² 74,0% 70,5% 68,7% 3,5 p.p. 5,3 p.p. 74,0% 68,7% 0,1 p.p.

Dívida líquida 4.382.817 3.985.845 3.083.830 10,0% 42,1% 4.382.817 3.083.830 42,1%

Dívida líquida / EBITDA ajustado excl. ônus f ixo ³ 3,1 2,8 2,3 0,3 0,8 3,1 2,3 0,3

1T16 4Q15 1Q15Var%

1T16/4Q15

Var%

1T16/1Q15

NET REVENUE 877,267 960,632 918,929 -8.7% -4.5%

Cost and expenses (excl. depreciation and amortization) (548,703) (691,111) (580,060) -20.6% -5.4%

EBITDA ¹ 328,564 269,521 338,869 21.9% -3.0%

EBITDA Margin* 57.0% 46.9% 59.9% 10.1 p.p. -2.8 p.p.

(+) Provision for maintenance in highw ays 74,209 83,189 26,838 -10.8% 176.5%

Adjusted EBITDA ² 402,773 352,710 365,707 14.2% 10.1%

State Concessions 250,073 265,491 242,460 -5.8% 3.1%

Federal Concessions 134,072 86,351 125,829 55.3% 6.6%

Holding (101) 5,780 (2,153) -101.7% -95.3%

Construction Companies 18,729 (4,912) (429) -481.3% -4465.7%

Adjusted EBITDA Margin* 69.9% 61.4% 64.6% 8.6 p.p. 5.3 p.p.

(Em milhares de reais)

EBITDA

Group Companies

(R$ Thousand)

Services Revenue

(A)

Construct

Revenue

(B)

Total (A + B)

Cost of

Services

(A)

Cost of

Construction

Service (B)

Total (A +

B)

Autovias 75,432 5,047 80,479 (46,696) (5,047) (51,743) 28,736 (31,435) 60,171 79.8%

Centrovias 82,180 2,044 84,224 (19,246) (2,044) (21,290) 62,934 (4,228) 67,162 81.7%

Intervias 85,057 13,428 98,485 (30,190) (13,428) (43,618) 54,867 (11,750) 66,617 78.3%

Vianorte 69,907 1,999 71,906 (16,956) (1,999) (18,955) 52,951 (3,172) 56,123 80.3%

State Concessions 312,576 22,518 335,094 (113,088) (22,518) (135,606) 199,488 (50,585) 250,073 80.0%

Planalto Sul 28,146 41,169 69,315 (19,563) (41,169) (60,732) 8,583 (3,279) 11,862 42.1%

Fluminense 42,572 82,552 125,124 (22,677) (82,552) (105,229) 19,895 (3,050) 22,945 53.9%

Fernão Dias 59,997 21,136 81,133 (43,730) (21,136) (64,866) 16,267 (8,311) 24,578 41.0%

Régis Bittencourt 71,890 72,271 144,161 (33,686) (72,271) (105,957) 38,204 (4,944) 43,148 60.0%

Litoral Sul 60,829 61,611 122,440 (33,330) (61,611) (94,941) 27,499 (4,040) 31,539 51.8%

Federal Concessions 263,434 278,739 542,173 (152,986) (278,739) (431,725) 110,448 (23,624) 134,072 50.9%

Total Concessionaires 576,010 301,257 877,267 (266,074) (301,257) (567,331) 309,936 (74,209) 384,145 66.7%

Arteris Holding 0 0 0 (99) 0 (99) (99) 0 (99)

Constructors 0 72,510 72,510 0 (53,783) (53,783) 18,727 0 18,727

Other companies and eliminations for consolidation (72,510) (72,510) 18,727 53,783 72,510 0 0 0

Total 576,010 301,257 877,267 (247,446) (301,257) (548,703) 328,564 (74,209) 402,773 69.9%

Margem EBITDA

Ajustada*

Net Revenue

EBITDA

Provision

for

highways'

s

maintenan

ce

Ajusted

EBITDA

Costs and Services ¹


May 13, 2016 Page 11 of 26

Financial Result

Arteris’ net financial result was a net expense of R$152.1 million, 4.5% higher than the net

expense of R$145.7 million recorded in 1Q15,due to the following variations:

Financial income totaled R$28.7 million in 1Q16, down by 10.5%, chiefly due to

lower investments in the period.

Financial expenses increased by 17.2% to R$208.5 million, chiefly due to losses

from swap operations and the adjustment of derivatives to market value,

corresponding to the 4131 credit facility (for more details, see the “Indebtedness”

section), mostly offset by exchange variation gains. The “other expenses” line refers

mainly to PIS and Cofins taxes on financial revenue.

Net Income

Arteris posted net income of R$13.5 million in 1Q16, 76.2% down on 1Q15, chiefly due to

the increase in the provision for maintenance related to the state concessionaires’ last

maintenance cycle before the end of the agreement, higher interest rates and the charging

of PIS and Cofins tax rates as of July, which had a negative impact on the financial

result.

Financial Result (R$ Thousand) 1Q16 4Q15 1Q15Var%

1Q16/4Q15

Var%

1Q16/1Q15

Financial Income 28,749 32,127 47,383 -10.5% -39.3%

Interest Receivable 0 (2,167) 1,088 - -

Financial Investments 23,146 32,786 41,170 -29.4% -43.8%

Financial Charges - Reversal of Present Value Adjustments 735 368 3,677 99.7% -80.0%

Ganho com Variação Cambial 0 0 0 - -

Other Revenues 4,868 1,140 1,448 327.0% 236.2%

Financial Expenses (208,515) (177,943) (169,042) 17.2% 23.4%

Financial Charges (140,042) (141,739) (137,407) -1.2% 1.9%

Monetary Adjustment of Concession Charges (6,674) (7,995) (6,037) -16.5% 10.6%

Financial Charges - Reversal of Present Value Adjustments (10,886) (12,158) (20,279) -10.5% -46.3%

Perdas em operações de sw ap (32,108) 0 0 - -

Perdas no ajuste de valor de mercado de derivativos (5,686) 0 0 - -

Other Expenses (13,119) (16,051) (5,319) -18.3% 146.6%

Net Exchange Variation 27,634 169 (61) 16251.5% -45401.6%

Financial Result (152,132) (145,647) (121,720) 4.5% 25.0%


May 13, 2016 Page 12 of 26

Indebtedness

On March 31, 2016, the Company’s net debt totaled R$5.9 billion, 4.3%, or R$245.1 million,

more than on December 31, 2015.

This quarter-on-quarter increase was primarily due to:

The R$245.1 million upturn in gross debt, as a result of the following:

i. New financing under Law 4131 in the holding company, totaling

R$388.8 million;

ii. The amortization of R$50.3 million in BNDES financing;

iii. Debenture amortizations totaling R$191.3 million;

iv. R$233.6 million in interest on the debentures and BNDES

financing;

v. R$233.0 million in accrued interest on the Company’s loans.

The R$98.6 million reduction in the cash position (cash and cash equivalents +

financial investments), due to the allocation of funds to the Company’s construction

works plan, period financing amortizations and interest payments.

4131 Financing: In February and March 2016, the Company contracted two loans under Law

4131 with ScotiaBank, in US dollars converted into reais (swap), the first of which totaling

R$205.7 million at the CDI+1.85% p.a., maturing in August 2016, and the second totaling

R$183 million at the CDI+2.15% p.a., maturing in September 2016.

Debt

(In thousands of Brazilian reais)1Q16 4Q15 1Q15

Var%

1Q16/4Q15

Var%

1Q16/1Q15

Gross Debt 6,532,975 6,386,403 5,855,332 2.3% 11.6%

Short Term 2,372,179 1,961,411 1,106,676 20.9% 114.4%

Long Term 4,160,796 4,424,992 4,748,656 -6.0% -12.4%

Cash Position 630,012 728,572 1,197,380 -13.5% -47.4%

Cash and equivalents 498,757 488,529 1,094,166 2.1% -54.4%

Restricted investments ¹ 131,255 240,043 103,214 -45.3% 27.2%

Net Debt 5,902,963 5,657,831 4,657,952 4.3% 26.7%

¹ Short and long term


May 13, 2016 Page 13 of 26

BNDES Financing: Arteris receives long-term loans from the Brazilian Development Bank

(BNDES) to finance federal concession investment programs. All five federal

concessionaires have already received approval for long-term financing lines,

guaranteeing the funds needed to implement the main contractual construction

projects.

Up to March 31, 2016 approximately R$3.5 billion in BNDES funding had been disbursed,

leaving R$222.8 million still available.

More details on the Company’s debt profile are shown below:

At the close of 1Q16, net debt represented 4.17x Adjusted EBITDA less payment of the fixed

concession fee in the last 12 months, an increase in leverage over the 4.10x recorded in the

previous quarter.

Leverage Ratio and Net Debt (R$ million)

At the end of 1Q16, consolidated gross debt (loans and financing plus debentures) totaled

R$6.5 billion, 46.7% of which corresponding to contracts indexed to the TJLP (long-term

interest rate), 44.6% indexed to the CDI interbank rate and 8.9% indexed to the IPCA inflation

rate.

BNDES FINEM (R$ Thousand) 31/03/16

ConcessionariesTotal

ContractedTotal Taken Available

Total 3,763,122 3,540,320 222,802

Planalto Sul 399,917 381,098 18,819

Fluminense 780,819 762,136 18,683

Fernão Dias 702,754 702,754 -

Régis Bittencourt 1,069,495 1,069,495 -

Litoral Sul 810,137 624,837 185,300


May 13, 2016 Page 14 of 26

Gross Debt Profile (%)

*In the CDI line, we have two 4131 loans, one in the amount of R$205.8 at the CDI+ 1.85% p.a., and the other

totaling R$183 million at the CDI + 2.15% p.a.

Gross Debt (R$ million)

Gross Debt Amortization Schedule (R$ million)

Gross Debt (In thousands of

Brazilian reais)1Q16 4Q15 1Q15

Var%

1Q16/4Q15

Var%

1Q16/1Q15

Indexes

TJLP 3,048,064 3,088,617 2,919,290 -1.3% 4.4%

CDI 2,910,736 2,556,099 2,326,989 13.9% 25.1%

IPCA 580,827 743,316 612,658 -21.9% -5.2%

Other 2,765 3,141 3,207 -12.0% -13.8%

Prepaid charges (9,417) (4,770) (6,812) 97.4% 38.2%

Total 6,532,975 6,386,403 5,855,332 2.3% 11.6%


May 13, 2016 Page 15 of 26

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 1Q16.

The variation in the amount of the fixed concession fee between the periods (+4.1% on average) is due to the annual adjustment of the

amounts due by the variation in the IGP-M inflation index in the last 12 months, which occurs on the same date as the annual tariff

adjustment of the state concessionaires.

On March 31, 2016, the nominal amount and the number of monthly installments to be paid in

regard to the fixed concession charge were as follows:

Investments and Highway Maintenance

In 1Q16, the Company invested a total of R$334.1 million in its highways, R$305.0 million of

which allocated to infrastructure works (recorded under intangible assets and property and

equipment), mostly in the federal highways, and R$29.1 million to state highway

maintenance.

Fixed Concession Charge Paid

(R$ thousands)1Q16 4Q15 1Q15

Var%

1Q16/4Q15

Var%

1Q16/1Q15

Total (19,330) (19,330) (18,567) 0.0% 4.1%

Autovias (2,035) (2,035) (1,955) 0.0% 4.1%

Centrovias (3,045) (3,045) (2,925) 0.0% 4.1%

Intervias (1,895) (1,895) (1,820) 0.0% 4.1%

Vianorte (12,355) (12,355) (11,867) 0.0% 4.1%

Short Term Long Term Total

Autovias 9,181 12,666 21,847 29

Centrovias 13,552 15,607 29,159 26

Intervias 8,767 23,587 32,354 46

Vianorte 53,471 49,750 103,221 23

Total 84,971 101,610 186,581

# of Monthly

Payments

Real Value (R$ thousand)

Concessionaires

Intangible

and

Property (A)

Maintenance

Realized (B)

Autovias 12,033 5,398 6,635

Centrovias 5,050 702 4,348

Intervias 21,326 14,328 6,998

Vianorte 11,588 453 11,135

State Concessions 49,997 20,881 29,116

Planalto Sul 38,936 38,936 -

Fluminense 65,608 65,608 -

Fernão Dias 24,077 24,077 -

Régis Bittencourt 82,839 82,839 -

Litoral Sul 67,687 67,687 -

Federal Concessions 279,147 279,147 -

Total 329,144 300,028 29,116

Others invest. and consolidation adjustments 4,922 4,922 -

Total 334,066 304,950 29,116

1Q16

Capex

Cash Flow (R$ Thousand)

Before

IFRS (A + B)

IFRS


May 13, 2016 Page 16 of 26

Avenida do Contorno

(Autopista Fluminense)

Duplication of BR101-RJ / Macaé –

Campos (Autopista Fluminense)

Investments through the end of all the concession agreements, including highway

maintenance, are estimated at around R$6.6 billion, already including the contractual

amendments entered into by the Company at the end of 2014.

The Company’s total investments in recent quarters are presented below:

(R$ thousand)

The most important construction projects receiving investments in the first quarter of 2016 are

described below:

Autopista Fluminense

Throughout the quarter, the concessionaire maintained the accelerated pace of the

duplication works of Highway BR 101/RJ between the cities of Rio Bonito and Campos dos

Goytacazes, a project that began in 3Q11 after it obtained the construction permit from

IBAMA, Brazil’s environmental protection agency. The project involves the duplication of

176.6 km of highway, 66.4 km of which concluded by 1Q16. Of the remaining 110.2 km, 57.6

km are currently undergoing works.


May 13, 2016 Page 17 of 26

Duplication of Serra do Cafezal

(Autopista Régis Bittencourt)

Duplication of BR - 116/PR

(Autopista Planalto Sul)

Florianópolis Beltway (Autopista Litoral

Sul)

Access to Ribeirão Preto (Autovias and

Vianorte)

Mogi Mirim Beltway (Intervias)

Autopista Régis Bittencourt

The Serra do Cafezal (BR-116/SP) project, the concessionaire’s main construction works

project, continues to move ahead. The Company has already concluded and delivered 17.9

km of the duplication, of a total of 30.5 km, including two raised interchanges. In December

2014, the ANTT approved the necessary contractual rebalancing for the continuation of the

works, including the construction of four tunnels, all of which in progress, and 42 bridges and

overpasses (13 concluded, 20 in progress and 9 not yet begun).

Autopista Planalto Sul

The concessionaire’s main project is the duplication of 25.4 km of the BR-116/PR between

Curitiba (PR) and Mandirituba (PR), whose construction permit has already been obtained

from IBAMA. Of this total, 14.5 km between Curitiba (PR) and Fazenda Rio Grande (PR)

have already been concluded and freed for traffic, and the remainder, up to Mandirituba (PR),

is under construction.

In 1Q16, the concessionaire concluded 9.9 km of side roads in Mafra (SC) and Mandirituba (PR).

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 215+380 and four underpasses.

In 1Q16, the concessionaire built 1.5 km of side roads and one underpass at km 646+05 on

the BR-376/PR, in Tijucas do Sul (PR).

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.

Intervias

In February 2016, the Company concluded the implementation of 5 km corresponding to the

second stage of the Mogi Mirim Beltway (SP).

In September 2014, the concessionaire began duplicating works on a 20.9 km stretch of the

SP-147, between Mogi Mirim and Engenheiro Coelho (SP).


May 13, 2016 Page 18 of 26

Personnel

Arteris closed 1Q16 with 5,805 employees, 49.9% of whom working for the federal

concessionaires, 22.0% for the state concessionaires, 25.4% for the group’s construction

companies and the remaining 2.7% for the holding company, as shown in the table below.

Personnel 1Q16 4Q15 1Q15Var

1Q16/4Q15

Var

1Q16/1Q15

Arteris (Holding) 158 162 154 (4) 4

State Concessions 1,280 1,264 1,360 16 (80)

Autovias 309 306 310 3 (1)

Centrovias 273 271 280 2 (7)

Intervias 417 421 520 (4) (103)

Vianorte 281 266 250 15 31

Federal Concessions 2,894 2,963 2,818 (69) 76

Litoral Sul 631 690 613 (59) 18

Planalto Sul 351 352 268 (1) 83

Fluminense 482 480 451 2 31

Fernão Dias 818 827 867 (9) (49)

Régis Bittencourt 612 614 619 (2) (7)

Latina Manutenção 1,311 1,428 1,655 (117) (344)

Latina Sinalização 162 157 170 5 (8)

Total 5,805 5,974 6,157 (169) (352)


May 13, 2016 Page 19 of 26

Capital Market

Arteris closed 1Q16 with a market capitalization of R$3.3 billion, based on the closing price

of R$9.63 per share on March 31, 2016, corresponding to depreciation of 0.2% since the

beginning of the year. In the same period, the Ibovespa Index increased by 18.8%.

Under the ticker ARTR3, the Company’s stock was traded in 100% of BM&FBOVESPA

trading sessions, with financial trading volume of approximately R$255.7 million in 1Q16.

ARTR3 shares versus Ibovespa (1Q16)

Financial Volume - Daily average - (R$ million)

Number of Trades - Daily average

Daily Average 1Q16 4Q15 1Q15Var%

1Q16/4Q15

Var%

1Q16/1Q15

Nº of Trades 310 503 2,339 -38.4% -86.7%

Nº of Shares Traded 447,282 358,190 806,892 24.9% -44.6%

Volume (R$ Million) 4.3 3.4 8.2 25.3% -48.0%


May 13, 2016 Page 20 of 26

Public Tender Offer for the Acquisition of Shares

On April 30, 2015, Arteris informed the market of its controlling shareholders' intention to hold

a Public Tender Offer for the Acquisition of Arteris Shares with a view to cancelling the

Company’s registration as a category A publicly-held company and delisting it from the Novo

Mercado. The process is currently undergoing analysis by the CVM. The controlling

shareholders are awaiting authorization from the CVM to publish the notice and hold the offer.

Summarized schedule of the tender offer:

August 25, 2015: an Extraordinary Shareholders’ Meeting selects BNP Paribas to

prepare the Appraisal Report

September 22, 2015: Availability of the Appraisal Report (value interval: R$8.74 to

R$9.55)

September 23, 2015: Participes en Brasil S.L. announces that it will proceed with

the tender offer

March 21, 2016: Availability of the new Appraisal Report incorporating CVM

requirements in a number of official letters (new value interval: R$8.86 to R$9.58)

March 23, 2016: Participes en Brasil S.L. announces that it will proceed with the

tender offer

April 12, 2016: the CVM grants the tender offer request

May 17, 2016: expected auction date

Shareholding Structure

The Company’s subscribed and paid-in capital was approximately R$1.0 billion on March 31,

2016, represented by a single class of 344,444,440 common shares.

Reference Date: 03/31/2016

Ownership Structure


May 13, 2016 Page 21 of 26

Portfolio of Concession Assets

Key data on our concession portfolio is presented below:

Information disclosed by Abertis

The quarterly financial and operating information related to Arteris disclosed by Abertis is not

necessarily identical to that reported by the Company, as IFRS rules in Brazil are somewhat

different from those reported by Abertis. Abertis also includes in its results certain impacts

related to the booking of the acquisition of Participes en Brasil S.L., which owns 69.3% of

Arteris.

The table below shows the traffic trends of the Company’s concessionaires as measured by

ADT (Average Daily Traffic Intensity), a concept normally used by Abertis to measure traffic

performance. ADT represents the concessionaires’ average daily traffic volume in absolute

vehicle terms and is calculated by taking the average daily number of vehicles in each toll

plaza, weighted by the extension of the highway in kilometers.

Concessionaires Km Toll Plazas

Fixed

Concession

Charge

Payment

Maturity

Concession

Maturity

Contract

Index

State Concessions

Autovias 316.6 5 Aug-18 May-19 IGP-M

Centrovias 218.2 5 Jun-18 Jun-19 IGP-M

Intervias 375.7 9 Feb-20 Apr-28 IGP-M

Vianorte 236.6 4 Mar-18 Mar-18 IGP-M

Federal Concessions

Planalto Sul 412.7 5 n.a. Feb-33 IPCA

Fluminense 320.1 5 n.a. Feb-33 IPCA

Fernão Dias 562.1 8 n.a. Feb-33 IPCA

Régis Bittencourt 401.6 6 n.a. Feb-33 IPCA

Litoral Sul 405.9 5 n.a. Feb-33 IPCA

ADT 1Q16 1Q15 Var%

State 11,966 12,317 -2.8%

Autovias 11,414 11,856 -3.7%

Centrovias 14,272 14,593 -2.2%

Intervias 9,748 10,033 -2.8%

Vianorte 14,146 14,505 -2.5%

Federal 22,033 22,506 -2.1%

Planalto Sul 6,833 6,900 -1.0%

Fluminense 16,173 17,315 -6.6%

Fernão Dias 24,673 25,292 -2.4%

Régis Bittencourt 21,655 22,647 -4.4%

Litoral Sul 38,764 38,414 0.9%

Total 18,467 18,896 -2.3%


May 13, 2016 Page 22 of 26

Corporate Profile

Arteris is a Brazilian highway concession company with more kilometers under management

than any of its peers. Through its nine concessionaires – Autovias, Centrovias, Intervias,

Vianorte, Autopista Fernão Dias, Autopista Fluminense, Autopista Litoral Sul, Autopista

Planalto Sul and Autopista Régis Bittencourt – Arteris manages 3,250 kilometers in the states

of São Paulo, Rio de Janeiro, Minas Gerais, Paraná and Santa Catarina. Arteris is a publicly-

held company with shares listed in the Novo Mercado trading segment of the BM&FBovespa.

The Company is controlled by Abertis and Brookfield Motorways. More information can be

found at: ri.arteris.com.br

This release contains forward-looking statements relating to the business prospects, estimates of

operating and financial results and growth prospects of Arteris. These are merely projections and as such

are based exclusively on the expectations of Arteris’ management concerning the future of the business

and its continued access to capital to fund the Company’s business plan. Such forward-looking

statements depend substantially on changes in market conditions, government regulations, competitive

pressures, and the performance of the Brazilian economy and the industry and are therefore subject to

change without prior notice.


May 13, 2016 Page 23 of 26

APPENDIX 1

CONSOLIDATED BALANCE SHEET

ASSETS 03/31/16 12/31/15 03/31/15

CURRENT ASSETS

Cash and equivalents 498,757 488,529 1,094,166

Trade receivables 165,834 153,130 141,204

Amounts due from related parties 260 0 214

Inventories 10,688 8,866 8,572

Prepaid expenses 17,370 18,622 14,052

Recoverable taxes 83,696 83,846 53,915

Dividendos a Receber 5,674 6,223 0

Restricted investments 40,646 154,171 13,043

Other receivables 5,155 4,977 4,037

Total current assets 828,080 918,364 1,329,203

NON-CURRENT ASSETS

Restricted nvestments 90,609 85,872 90,171

Contractual guarantees 0 24 68

Recoverable taxes 15,390 10,449 0

Prepaid expenses 704 150 33

Deferred income tax and social contribution 285,302 256,591 189,449

Escrow deposits 118,942 111,437 87,476

Other receivables 8,293 8,164 8,434

Investments in subsidiaries 1,053 1,053 1,053

Property and equipament 61,581 62,414 61,824

Intangible assets 8,856,456 8,627,052 7,649,394

Total non-current assets 9,438,330 9,163,206 8,087,902

TOTAL ASSETS 10,266,410 10,081,570 9,417,105

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT

Loans and f inancing 604,379 234,496 209,593

Instrumento Financeiro Derivativo 37,794 0 0

Debentures 1,730,006 1,726,915 897,083

Suppliers 121,835 139,391 127,107

Payroll taxes 80,859 78,487 70,234

Taxes payable 70,528 63,663 58,188

Amounts due to related parties 152 0 152

Contractual guarantees 73,969 78,189 64,392

Proposed dividends 33,270 33,270 27,029

Concession fee obligations 82,779 79,765 74,725

Inspection fee 3,820 3,519 3,454

Provision for maintenance in highw ays 202,897 173,524 130,311

Provision for investments in highw ays 61,516 56,711 71,062

Advance insurance 798 3,942 6,861

Other payables 9,971 15,249 13,540

Total current liabilities 3,114,573 2,687,121 1,753,731

NONCURRENT

Loans and f inancing 2,837,227 2,885,688 2,730,347

Debentures 1,323,569 1,539,304 2,018,309

Concession fee obligations 93,232 108,926 150,192

Deferred revenue 0 0 115

Deferred income tax and social contribution 59,857 62,870 85,828

Provision for maintenance in highw ays 482,688 457,361 425,618

Provision for investments in highw ays 58,611 63,604 50,370

Reserve for civil, labor and tax risks 16,634 17,517 15,446

Other payables 20,507 14,330 1,640

Total non-current liabilities 4,892,325 5,149,600 5,477,865

EQUITY

Capital 1,033,198 1,033,198 873,822

Legal reserves 130,798 76,933 123,793

Profit reserves 1,117,787 1,156,989 1,210,165

Valuation adjustments to capital - foreign

exchange differences on capital(22,271) (22,271) (22,271)

Total equity 2,259,512 2,244,849 2,185,509

TOTAL LIABILITIES AND EQUITY 10,266,410 10,081,570 9,417,105

BALANCE SHEET



May 13, 2016 Page 24 of 26

APPENDIX 2


1Q16 4Q15 1Q15Var%

1Q16/4Q15

Var%

1Q16/1Q15

GROSS SERVICE REVENUE 933,043 1,015,880 974,041 -8.2% -4.2%

Toll plazas revenue 621,200 624,263 599,007 -0.5% 3.7%

State 339,189 370,287 333,985 -8.4% 1.6%

Autovias 81,977 88,505 81,392 -7.4% 0.7%

Centrovias 89,348 96,939 86,970 -7.8% 2.7%

Intervias 91,704 101,337 90,839 -9.5% 1.0%

Vianorte 76,160 83,506 74,784 -8.8% 1.8%

Federal 282,011 253,976 265,022 11.0% 6.4%

Planalto Sul 30,639 26,966 28,283 13.6% 8.3%

Fluminense 46,494 43,464 44,646 7.0% 4.1%

Fernão Dias 63,178 61,539 61,539 2.7% 2.7%

Régis Bittencourt 78,197 65,936 70,803 18.6% 10.4%

Litoral Sul 63,503 56,071 59,751 13.3% 6.3%

Others 10,586 5,751 21,993 84.1% n.a.

Construction services 301,257 385,866 353,041 -21.9% -14.7%

DEDUCTIONS FROM REVENUE (55,776) (55,248) (55,112) 1.0% 1.2%

NET SERVICE REVENUE 877,267 960,632 918,929 -8.7% -4.5%

COST OF SERVICES (653,071) (775,410) (656,711) -15.8% -0.6%

GROSS PROFIT 224,196 185,222 262,218 21.0% -14.5%

OPERATING (EXPENSES) INCOME (37,107) (58,118) (47,475) -36.2% -21.8%

General and administrative expenses (33,606) (61,729) (42,055) -45.6% -20.1%

Management compensation (5,033) (3,116) (5,671) 61.5% -11.3%

Tax expenses (111) (683) (854) -83.7% -87.0%

Other operating income, net 1,643 7,410 1,105 -77.8% 48.7%

NET FINANCE INCOME (COSTS) (152,132) (145,647) (121,720) 4.5% 25.0%

INCOME BEFORE INCOME TAX AND SOCIAL CONTRIBUTION 34,957 (18,543) 93,023 n.d. -62.4%

INCOME TAX AND SOCIAL CONTRIBUTION (21,455) 6,550 (36,291) n.d. -40.9%

Current (53,139) (42,955) (46,302) 23.7% 14.8%

Deferred 31,684 49,505 10,011 -36.0% 216.5%

NET INCOME FOR THE PERIOD 13,502 (11,993) 56,732 n.d. -76.2%




May 13, 2016 Page 25 of 26

APPENDIX 3

CONSOLIDATED CASH FLOW STATEMENT

1Q16 1Q15

CASH FLOW FROM OPERATING ACTIVITIES

NET INCOME 13,502 56,732

Adjusments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 141,475 124,126

Disposal of permanent assets 12,092 13,008

Deferred income tax and social contribution (31,684) (10,011)

Foreign exchange gain (loss) and interest on concession fees 6,674 6,037

Income from restricted investments (7,334) (5,319)

Interest and inflation adjustment on loans (5,334) 31,812

Interest and inflation adjustment on debentures 116,823 104,964

Instrumento Financeiro Derivativo 37,794 0

Despesas Financeiras AVP 10,151 16,602

Recognition (reversal) of reserve for civil, labor and tax risks 67 1,215

Recognition (reversal) of provision for maintenance 74,209 18,397

Decrease (increase) in operating assets:

Trade receivables (11,969) 12,858

Amounts due from related parties (260) 0

Inventories (1,822) 1,378

Prepaid expenses 698 1,276

Recoverable taxes (2,246) (5,339)

Other credits (178) 2,769

Contractual guarantees 24 0

Escrow deposits (1,087) (21,117)

Other receivables (129) (8,200)

Increase (decrease) in operating liabilities:

Trade payables (30,580) 13,709

Trade payables - related parties 0 0

Contractual guarantees (11,092) 833

Payroll taxes 2,372 (6,581)

Taxes payable 30,514 34,394

Payable income tax and social contribution (32,664) (56,763)

Deferred revenue 0 (346)

Advances for insurance 0 0

Sinistros Recebidos (3,104) 0

Other payables 5,859 6,629

Concession fee (24) (53)

Reserve for civil, labor and tax risks (950) (966)

Payment of interest (196,195) (189,643)

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES 116,763 143,180

CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of property and equipment (2,397) (4,698)

Increase in intangible (331,669) (422,761)

Restricted cash investments (84,349) (35,914)

Redemption of deposits 198,086 196,163

Dividends received 549 0

NET CASH USED IN INVESTING ACTIVITIES (219,780) (267,211)

CASH FLOW FROM FINANCING ACTIVITIES

Borrow ings

Loans and f inancing 388,750 66,675

Funding / Issue of debentures 0 0

Payments - interest and principal (256,175) (240,363)

Payment of concession fee (19,330) (18,567)

Payment of dividends 0 0

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 113,245 (192,255)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 10,228 (316,285)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 488,529 1,410,451

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 498,757 1,094,166

STATEMENT OF CASH FLOWS

(In thousand of Brazilian reais)


May 13, 2016 Page 26 of 26

GLOSSARY Adjustment to Present Value: On December 28, 2007, Federal Law 11,638 was enacted, which amended, revoked and introduced new

provisions to Brazilian Corporate Law, most notably Chapter XV concerning accounting matters, with the law coming into force on January 1, 2008. The main purpose of the new law was to update Brazilian Corporate Law to enable the convergence of generally accepted accounting practices in Brazil with International Financial Reporting Standards (IFRS), as well as to allow new rules and procedures to be issued by the Securities and Exchange Commission of Brazil (CVM), in accordance with international accounting standards.

Complementing this process, the CVM, through Instruction 469 dated May 2, 2008, instructed publicly traded companies on the disclosure and accounting treatment of certain changes introduced by Federal Law 11,638/07. The main changes introduced by Federal Law 11,638/07 that impact the Company's standalone and consolidated Quarterly Financial Information include the mandatory valuation of significant long-term assets and liabilities, such as "Concession Rights" and "Concession Fee Obligations", at present value (Adjustment to Present Value). Previously the Company accounted "Concession Rights" and "Concession Fee Obligations" at their nominal value. The effects from the adjustments to present value from "Concession Rights" and "Concession Fee Obligations" that occurred up to December 31, 2007 were accounted directly under Equity in 2008. As of January 1, 2008, the effects of the adjustments to present value have been accounted directly in the quarterly income statements. Adjusted EBITDA and Adjusted EBITDA Margin: EBITDA adjusted by the reversal of the provisions for road maintenance. The Company believes adjusted EBITDA is the best way to show its operating cash flow. Adjusted EBITDA Margin is the ratio between net operating revenue excluding construction revenue and Adjusted EBITDA. Concession authority: The federal, state or local government or federal district that is responsible for the public service, prior to the execution of works or otherwise, that is the subject matter of concession or permission. (Federal Law 8,987 of 1995 - Article 2 - CF. Article 1). The concessionaire has access to operate the infrastructure to provide the public services on behalf of the concession authority pursuant to the contractual conditions. The concession authority relies on the regulatory agencies (ARTESP in the state of São Paulo and ANTT for the federal government) to monitor and inspect the transportation services delegated and to regulate the highway concession program. Construction Revenue and Costs: These are non-cash accounting entries under the new rules implemented by IFRS that seek to translate the amount of investment the Company makes in intangible assets. The amount recorded as construction revenue is exactly the same as the amount recorded as construction cost, i.e., it does not affect the Company's results. Costs with the Concession Authority: These are payments that have been stipulated in the concession contracts. These costs are composed of: expenses with the "Variable Fee" for state concessions, which corresponds to 3% of gross revenue at the concessions Autovias, Centrovias and Vianorte, plus 3% of toll revenue and 25% of ancillary revenue; and by costs with "Inspection Funds" and "Technological Development" at the federal concessions, which are adjusted annually by the IPCA inflation index. EBITDA and EBITDA Margin: EBITDA is Earnings before Interest, Taxes, Depreciation and Amortization. An operating performance

indicator also known for its Portuguese acronym LAJIDA. 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. EBITDA Margin is the ratio between net operating revenue excluding construction revenue and EBITDA. Electronic Toll Collection /AVI System: The AVI system is an electronic payment system used on our highways. Drivers who use the AVI system have an electronic sensor mounted on their windshield that enables the system to recognize the category of vehicle that they are driving. As they pass through the toll plaza lane, antennae capture the signals emitted and the sensors record the vehicle's presence and calculate the total amount owed, without the driver having to stop the vehicle. Federal Concessionaires: Specific Purpose Companies created by the winners of the bidding process with which the Concession

Contracts were signed which have the specific corporate purpose of maintaining, conserving and operating federal highways. Federal Concessionaires are regulated by the National Road Transportation Agency (ANTT). Arteris currently operates five federal concessionaires in Brazil: (Autopista Planalto Sul, Autopista Fluminense, Autopista Fernão Dias, Autopista Régis Bittencourt and Autopista Litoral Sul). Fixed Concession Fee: In accordance with our concession contracts, the state concessionaires must pay the concession authority a fixed fee in exchange for the granting of the concession. The contracts also establish that the amount for the fixed fee must be settled in monthly payments over the duration of the concession period. We have opted to account the value of the grant of concession under assets and the total amount payable to the concession authority for the fixed concession fee under liabilities. Leverage Ratio: The leverage ratio is defined as Net Debt (Gross Debt less Cash and Cash Equivalents) divided by Adjusted EBITDA

(adjusted by the reversal of the provision for maintenance), less the Fixed Concession Fee in cash flow. The lower the leverage ratio, the greater the amount of funding that can be raised in credit markets. Monetary Restatement of the Fixed Concession Fee: The concession contracts between the state concessionaires and the concession

authority establish that the monthly payments of the fixed concession fee be adjusted by the IGP-M index every July 1st, which is the same date on which the tolls are adjusted by the same index. Provision for Maintenance: Estimated spending required to settle the current obligations to maintain infrastructure at the operating levels

stipulated in the contract, considering the wear caused by use. The Concessionaire must constitute a provision based on its best estimate of the spending required to maintain a certain level of service or to recuperate infrastructure to operating conditions prior to returning the assets to the concession authority at the end of the concession period, as stipulated in the contract. State Concessionaires: Specific Purpose Companies created by the winners of the bidding process with which the Concession Contracts were signed which have the specific corporate purpose of maintaining, conserving and operating state highways. State Concessionaires are regulated by the São Paulo State Public Transportation Services Regulatory Agency (ARTESP). Arteris currently manages four state concessionaires in the state of São Paulo (Autovias, Centrovias, Intervias and Vianorte). Toll Adjustments: As established in the concession contracts in the state of São Paulo, tolls are readjusted every July based on the variation in inflation measured by the IGP-M index in the 12-month period ending on May 31. On July 1, 2013, the IGP-M index will be replaced by the IPCA index as the basis for adjustment. The economic and financial imbalances resulting from the change in index will be evaluated once every two years and be rebalanced in relation to the contract duration transpired. Toll adjustments at the federal concessions are based on the variation in inflation measured by the IPCA index published by the Brazilian Geography and Statistics Institute (IBGE) in the period from the month preceding the base date in the toll proposal presentation, i.e., June 2007, to the month preceding the date on which tolls began to be collected. After this first adjustment, all subsequent adjustments take place annually and are also based on the cumulative variation in the IPCA index in the 12 months since the previous adjustment. Vehicle Equivalents: Vehicle equivalent unit (VEU) is used as the basis for charging tolls. A passenger vehicle is considered a vehicle

equivalent and a commercial vehicle (such as a truck or bus) is calculated by the number of axles, with each axle counting as one passenger vehicle. One passenger vehicle is equivalent to one axle on a commercial vehicle.

arteris s.a. and subsidiaries - ri.arteris.com.brri.arteris.com.br/ptb/5971/arteris 1t16 ingls...

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