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Financial StatementS

FINANCIAL STATEMENTS

Ecorodovias Infraestrutura e Logística S.A.

December 31, 2016 and 2015 with Independent Auditor’s Report

Independent auditor’s report on financial statements ...........4

Financial statements

Statements of financial position ........................................................ 8

Statements of operations ................................................................... 10

Statements of comprehensive income ........................................... 11

Statements of changes in equity .....................................................12

Cash flow statements .............................................................................14

Statements of value added .................................................................16

Notes to financial statements ............................................................ 17

SUSTAINABILITY REPORT 2016 3


TheShareholders, Board of Directors and Officers Ecorodovias Infraestrutura e Logística S.A.São Paulo - SP

OPINIONWe have audited the individual and consolidated financial statements of Ecorodovias Infraestrutura e Logística S.A. (“Company”), identified as Company and Consolidated, respectively, which comprise the statement of financial position as at December 31, 2016 and the statements of operations, of comprehensive income, of changes in equity, and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting practices.

In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of Ecorodovias Infraestrutura e Logística S.A. as at December 31, 2016, its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended, in accordance with accounting practices adopted in Brazil, and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

BASIS FOR OPINION We conducted our audit in accordance with Brazilian and International standards on auditing. Our responsibilities, under those standards, are further described in the “Auditor’s responsibilities for the audit of individual and consolidated financial statements” section of our report. We are independent of the Company and its subsidiaries and comply with the relevant ethical principles set forth in the Code of Professional Ethics for Accountants, the professional standards issued by the Brazil’s National Association of State Boards of Accountancy (CFC) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to support our opinion.

KEY AUDIT MATTERSKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year.

Those matters were addressed in the context of our audit of the overall individual and consolidated financial statements, and to form our opinion on these individual and consolidated financial statements. Therefore, we do not express a separate opinion on those matters.

FAIR VALUE OF ASSETS HELD FOR SALEIn 2016, subsidiaries Elog S.A. and Ecopátio Logística Cubatão Ltda. were no longer considered core assets for the EcoRodovias Group, and, with the decision made by Company management, after reviewing its Long-Term Strategic Planning, to focus upon road assets, the Company decided to make such assets available for sale. Accordingly, following the accounting standards, the Company recorded the fair value adjustment of those investments at R$686,282 thousand at December 31, 2016. Related disclosures are included in Note 6 b). Estimated fair value of assets is subjective and includes uncertainties and professional judgment supported by analyses prepared by Company management.

This matter was considered a key audit matter given the materiality of amounts and the uncertainty inherent in this type of estimate and in the judgment necessary exercised by management in calculating the fair value of the assets.

How our audit has addressed this matter:

Our audit procedures included, among others, the use of specialists to help us validate the assumptions and methodologies used by the Company, and conduct tests of the corresponding fair value calculations, in addition to the appropriate disclosure included in the abovementinoed Note.

REALIZATION OF DEFERRED INCOME AND SOCIAL CONTRIBUTION TAX ASSETS OF ECOPORTO SANTOS S.A.Ecoporto Santos S.A. recognizes amounts related to income and social contribution taxes on (i) income and social contribution tax losses carryforward, and (ii) temporary differences arising from differences

INDEPENDENT AUDITOR’S REPORT ON INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS

ECORODOVIAS4

between the tax bases of assets and liabilities and their corresponding carrying amounts. At December 31, 2016, deferred tax assets presented in the financial statements amounted to R$ 206,689 thousand (R$ 430,164 thousand at December 31, 2015), net of impairment recorded in the amount of R$ 244,010 thousand in 2016.

Ecoporto supports the recoverability of deferred taxes through projections of future taxable profits for the following ten years, discounted to present value. Such projections are prepared and grounded based on assumptions, such as: (i) revenue growth; (ii) behavior of costs and expenses; (iii) discount rate, among others. Such projections include uncertainties and professional judgment that may not materialize in the future, which can change the realization term and plan. This item is disclosed in Notes 7 and 18 to the financial statements.

This matter was considered a key audit matter given the materiality of amounts involved and the uncertainty inherent in this type of estimate and in the judgment necessary exercised by management in determining the assumptions and projecting future profits.


Our audit procedures included, among others: (i) involvement of specialists to help us evaluate Ecoporto business plans; (ii) evaluation of assumptions and methodologies used by management in relation to estimated future taxable profits, and discounts rate applied; (iii) evaluation of projections for realization of referred to tax credits considering Ecoporto business plan; and (iv) evaluation of whether the business plan considered by the Company to prepare the projections was duly approved by the Board of Directors.

In addition, we evaluated whether the respective disclosures in the financial statements, included in the abovementioned Notes, were appropriate.

REVENUE RECOGNITION IN THE PORT AND LOGISTICS SEGMENTSService rendering for certain agreements in the port and logistics segments involve multiple-element agreements, such as port operation, storage and logistics, and imply a more complex segregation and measurement of fair value of these services. The Company also estimates and records revenues on an accrual basis. However those estimates consider the past twelve months of billing, multiplied by the average volume (time of service rendered), which involve management judgment and are based on historical or contractual data. The revenue recognition criterion and amount recognized (total revenue) in the port segment are disclosed in Note 31. The logistics segment is presented as assets and liabilities held for sale.

This matter was considered a key audit matter given the materiality of amounts involved, and the complexity of the process necessary to determine and record revenues from logistics and port services, which involves professional judgment by management, accounting estimates and appropriate evaluation of contractual conditions.


In order to confirm whether revenues were properly recognized, our audit procedures included, among others: (i) evaluation of the adequacy of agreements and their multiple elements within the revenue recognition accounting policies of the Company and its subsidiaries, and adequacy thereof in relation to current accounting standards; (ii) evaluation of the design and operations of internal controls implemented by the Company for the revenue recognition process; (iii) documental test, on a sample basis, of service transactions conducted before and after year end, in order to check whether revenue was recognized for the appropriate reference period and whether revenues recorded were accurate.

In addition, we evaluated whether the respective disclosure in the financial statements was appropriate.

CAPITALIZATION OF EXPENDITURES IN CONCESSION INTANGIBLE ASSETSRoad service concession arrangements represent the right to use the infrastructure, based on accounting standard ICPC 01 (R1) – Service Concession Arrangements, which provides for the obligation to build and/or operate the infrastructure (concession intangible asset) to render utility services on behalf of the grantor, under the conditions set forth in the arrangement. The criteria to recognize these amounts, and amounts invested in the infrastructure, are disclosed in Notes 17 and 26.

This was considered a key audit matter, as capitalization in concession intangible assets involves the use of assumptions, judgment and maintenance of controls by road service concession managements, as such capitalization may not be in compliance with the obligations set forth in the service concession arrangement and, if it is, may be recorded at inappropriate amounts or be unduly capitalized.


To confirm whether these assets were appropriately recorded and controlled, our audit procedures included, among others: (i) evaluation of adequacy of capitalization policies of investees’ concession intangible assets, including those related to the



percentage-of-completion of work method; (ii) documental tests on additions to concession intangible assets, including validations with the engineering area of measurements made in accordance with the percentage of completion, crosschecking against service agreements and/or related invoices; (iii) evaluation of the nature of expenditures capitalized as concession intangible assets, considering the criteria and requirements established in the service concession arrangement, and (iv) physical inspection, on a sample basis, of work performed.

In addition, we evaluated whether the respective disclosures in the financial statements were appropriate.

RELATED-PARTY TRANSACTIONSThe Company and its subsidiaries conduct transactions with related parties of different kinds, which include intercompany loan agreements, future capital contribution, and operational transactions, such as construction and road maintenance services, among others. Significant transactions, balances and contractual conditions are disclosed in Note 23.

This was considered a key audit matter as these transactions may be agreed or recorded for inappropriate amounts, outside the reference period, or not approved by the Company’s governance bodies, particularly in asset construction services.


To confirm whether these transactions were appropriately recorded and controlled, our audit procedures included, among others: (i) evaluation of the Company’s related-party transaction policy and its application in significant transactions conducted for the year; (ii) analysis of supporting documentation for material transactions, including inspection of agreements and calculations prepared by management; (iii) checking of transaction approval by the Board of Directors, in accordance with the policy established by the Company; and (iv) confirmation letter procedures with the counterparties of the operations on the balances and agreements in force for the year ended December 31, 2016.

OTHER MATTERS

Statement of value addedThe individual and consolidated statements of value added (SVA) for year ended December 31, 2016, prepared under the responsibility of Company management, and presented as supplementary information for purposes of IFRS, were submitted to audit procedures conducted together with the audit of the Company’s financial statements. To

issue our opinion, we evaluated if these statements are reconciled to the financial statements and accounting records, as applicable, and if their form and content comply with the criteria defined by CPC 09 – Statement of Value Added. In our opinion, these statements of value added were prepared fairly, in all material respects, in accordance with the criteria defined in abovementioned technical pronouncement, and are consistent in relation to the overall individual and consolidated financial statements.

Other information accompanying the individual and consolidated financial statements and auditor’s reportCompany management is responsible for all this and other information included in the management’s report.

Our opinion on the individual and consolidated financial statements does not included the management’s report and we do not express any audit conclusion on this report.

In connection with the audit of the individual and consolidated financial statements, our responsibility is to read the management’s report and consider whether it is significantly consistent with the financial statements or, based on our understanding of the audit, presents any material misstatement. If, based on the work performed, we conclude that there is any material misstatement in management’s report, we are required to report this fact. We have nothing to report in this regard.

Management and governance’s responsibility for the individual and consolidated financial statementsManagement is responsible for the preparation and fair presentation of these individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IAS), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual and consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no other realistic alternative but to do so.

Those charged with governance are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

ECORODOVIAS6

Auditor’s responsibilities for the individual and consolidated financial statementsOur objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International standards on auditing will always detect material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.

As part of the audit conducted in accordance with Brazilian and International standards on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identifyandassessrisksofmaterialmisstatementsof the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve override of internal controls, collusion, forgery, intentional omissions or misrepresentations.

•Obtainanunderstandingofinternalcontrolrelevantto the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Company and its subsidiaries.

•Evaluatetheappropriatenessofaccountingpoliciesused and the reasonableness of accounting estimates and related disclosures made by management.

•Concludeontheappropriatenessofmanagement’suse of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast substantial doubt as to the Companies’ and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the individual and consolidated financial statements

or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.

•Evaluatetheoverallpresentation,structureandcontent of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the corresponding transactions and events in a manner that achieves fair presentation.

•Obtainsufficientappropriateauditevidenceregarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, of the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We also provide those in charge of governance with a statement that we have complied with relevant ethical requirements, including applicable independence requirements, and we communicate all relationships or issues that could considerably affect our independence including, where applicable, the respective safeguards.

Of the matters communicated to those in charge of governance, we determine those that are considered most significant in the audit of the financial statements for the current year and, therefore, constitute key audit matters. We describe these matters in our audit report unless the law or regulation has prohibited their public disclosure or when, in extremely rare circumstances, we determine that the issue should not be included in our report because the adverse consequences of such disclosure may, within a reasonable perspective, overcome the benefits of communication to the public interest.

São Paulo, February 20, 2017.

ERNST & YOUNGAuditores Independentes S.S.CRC-2SP015199/O-6

Ezequiel LitvacAccountant CRC-1SP249186/O-5



ASSETS NOTE COMPANY CONSOLIDATED

12/31/2016 12/31/2015 12/31/2016 12/31/2015

Assets Current assets

Cash and cash equivalents 8 3,096 62,873 589,504 772,903

Marketable securities 9 - - 61,748 49,666

Trade accounts receivable 10 - - 154,790 197,979

Taxes recoverable 11 33,337 35,243 60,882 67,955

Dividends and interest on equity receivable 12 34,397 14,527 - -

Prepaid expenses 13 25 29 18,194 8,798

Related parties 23 38,805 227 - -

Other receivables 124 702 12,351 20,834

Assets from discontinued operations 6 - - 253,248 -

Total current assets 109,784 113,601 1,150,717 1,118,135

Noncurrent assets

Marketable securities 9 - - 7,371 684

Deferred taxes 18.a - - 368,784 669,845

Escrow deposits 14 2,148 1,949 174,013 211,119

Related parties 23 - 30,942 - -

Other receivables - - 8,322 23,116

Prepaid expenses 13 - - 140 190

IInvestments:

In subsidiaries and affiliates 15.a 983,056 1,235,605 1,017 1,025

Goodwill 15.a 399,751 1,118,527 - -

Property and equipment 16 3,332 3,604 616,763 870,470

Intangible assets 17 456 488 4,276,280 4,966,399

Total noncurrent assets 1,388,743 2,391,115 5,452,690 6,742,848

TOTAL ASSETS 1,498,527 2,504,716 6,603,407 7,860,983

STATEMENTS OF FINANCIAL POSITION December 31, 2016 and 2015 (In thousands of reais - R$)

See accompanying notes.

ECORODOVIAS8

LIABILITIES AND EQUITY NOTE COMPANY CONSOLIDATED

12/31/2016 12/31/2015 12/31/2016 12/31/2015

Liabilities and equity Current liabilitiesTrade accounts payable 1,784 1,059 76,626 94,158Loans and financing 20 - - 339,302 494,835Operating lease 22 - - 99 -Debentures 21 - 17,583 680,535 822,090Taxes, charges and contributions payable 19 3,000 889 35,244 38,509Social and labor liabilities 28 10,873 13,952 59,143 79,493Tax Recovery Program – REFIS - - 672 658Related parties 22 82,440 89 6,747 9,185Concession rights payable 26 - - 25,014 21,369Income and social contribution taxes payable 18.c - - 32,516 15,911Provision for maintenance 24 - - 87,531 55,869Provision for future construction works 25 - - 38,124 43,227Mandatory minimum dividend 30.e - 25,881 - 25,881Advances from customers - - - 10,386Other accounts payable 2,062 1,861 11,572 16,026Liabilities from discontinued operations 6 6,714 - 263,576 -Total current liabilities 106,873 61,314 1,656,701 1,727,597Noncurrent liabilitiesLoans and financing 20 - - 484,203 491,872Operating lease 22 - - 28 -Debentures 21 - 597,530 3,426,093 3,471,414Tax Recovery Program – REFIS - - - 8,221Related parties 23 891,354 263,074 - -Deferred taxes 18.a - 295 20,136 21,712Provision for losses due to tax, labor and civil 29 - - 182,368 215,061Provision for maintenance 24 - - 180,541 179,574Provision for future construction works 25 - - 33,768 51,641Concession rights payable 26 - - 7,427 22,121Other accounts payable 336 28 39,595 33,316Total noncurrent liabilities 891,690 860,927 4,374,159 4,494,932EquityCapital 30.a 360,900 1,320,549 360,900 1,320,549Income reserve – legal 30.c 7,791 160,791 7,791 160,791

Income reserve - additional dividends proposed

30.e 105,014 77,644 105,014 77,644

Capital reserve - stock option plan 30.f 50,285 47,517 50,285 47,517

Capital reserve – disposal of noncontrolling shareholder interest

5,441 5,441 5,441 5,441

Treasury shares 30.g (29,467) (29,467) (29,467) (29,467)Allocated to controlling shareholders 499,964 1,582,475 499,964 1,582,475

Interest of noncontrolling shareholders in equity of subsidiaries

30.h - - 72,583 55,979

Total equity 499,964 1,582,475 572,547 1,638,454TOTAL LIABILITIES AND EQUITY 1,498,527 2,504,716 6,603,407 7,860,983

STATEMENTS OF FINANCIAL POSITION December 31, 2016 and 2015 (In thousands of reais - R$)




NOTE COMPANY CONSOLIDATED

12/31/2016 12/31/2015 12/31/2016 12/31/2015

(reclassified) (reclassified)

Net revenue 31 - - 2,828,996 2,735,719Cost of services rendered 32 - - (1,545,435) (1,481,823)Gross profit - - 1,283,561 1,253,896Operating income (expenses) General and administrative expenses 32 (25,289) (49,324) (210,762) (305,675)Equity pickup 15.a 166,874 271,737 (8) 862Interest on equity received 15.a 21,559 27,889 - -Amortization of goodwill – investments 15.a (21,983) (26,484) - -Impairment – investment Ecoporto 7 (300,997) - (300,997) -Other income (expenses), net 562 1,098 2,678 4,941Operating income (loss) before financial income (expenses) (159,274) 224,916 774,472 954,024

Financial income (expenses) Financial incomeFinancial expenses 33 13,945 26,514 138,537 129,649Despesas financeiras 33 (130,287) (126,571) (692,897) (792,858) (116,342) (100,057) (554,360) (663,209)Operating income (loss) for the year before income and social contribution taxes (275,616) 124,859 220,112 290,815

Income and social contribution taxesCurrent 18.b - - (278,924) (215,416)Deferred 18.b 295 (44) (201,021) 56,214 295 (44) (479,945) (159,202)Profit of loss for the year – continuing operations (275,321) 124,815 (259,833) 131,613

Loss after tax for the year resulting from discontinued operations (689,301) (15,841) (689,301) (15,841)

Net income (loss) for the year (964,622) 108,974 (949,134) 115,772Attributable to:Controlling shareholders (964,622) 108,974 (964,622) 108,974Noncontrolling interests - - 15,488 6,798 (964,622) 108,974 (949,134) 115,772Earnings per shareBasic – income for the year attributable to controlling common shareholders 34 (1.73) 0.20

Diluted – income for the year attributable to controlling common shareholders 34 (1.71) 0.19

Earnings per share resulting from continuing operations Basic – income for the year attributable to controlling common shareholders 34 (0.47) 0.24

Diluted – income for the year attributable to controlling common shareholders 34 (0.46) 0.23

STATEMENTS OF OPERATIONS Years ended December 31, 2016 and 2015(In thousands of reais - R$, except basic/diluted earnings per share)


ECORODOVIAS10

COMPANY CONSOLIDATED

12/31/2016 12/31/2015 12/31/2016 12/31/2015

Net income (loss) for the year (964,622) 108,974 (949,134) 115,772

Other comprehensive income - - - -

Comprehensive income (loss) for the year (964,622) 108,974 (949,134) 115,772

Attributable to:

Controlling shareholder (964,622) 108,974

Noncontrolling shareholder 15,488 6,798

STATEMENTS OF COMPREHENSIVE INCOME Years ended December 31, 2016 and 2015 (In thousands of reais - R$)




ATTRIBUTABLE TO COMPANY SHAREHOLDERS

CAPITAL RESERVES,

OPTIONS GRANTED

AND TREASURY

SHARES

INCOME RESERVEINTEREST OF

NONCONTROLLING SHAREHOLDERS

IN EQUITY OF SUBSIDIARIES

NOTE CAPITAL LEGAL

ADDITIONAL DIVIDEND

PROPOSEDRETAINED EARNINGS

EQUITY OF CONTROLLING

SHAREHOLDERSEQUITY –

CONSOLIDATED

Balances at December 31, 2014 1,320,549 18,581 155,342 235,897 - 1,730,369 53,817 1,784,186

Stock options granted and recognized 30.f - 4,910 - - - 4,910 81 4,991

Dividends distributed (R$0.42 per share) 30.e - - - (235,897) - (235,897) (4,717) (240,614)

Net income for the year - - - - 108,974 108,974 6,798 115,772

Allocation of income:

Legal reserve 30.c - - 5,449 - (5,449) - - -

Mandatory minimum dividends (R$0,04 per share) 30.e - - - - (25,881) (25,881) - (25,881)

Set-up of dividends reserve 30.e - - - 77,644 (77,644) - - -


Stock options granted and recognized - 2,768 - - - 2,768 42 2,810

Capital contribution from noncontrolling shareholder 30.h - - - - - - 4,200 4,200

Dividends distributed (R$0.08 per share) 30.e - - - (77,644) (43,013) (120,657) (3,126) (123,783)

Loss for the year - - - - (964,622) (964,622) 15,488 (949,134)

Absorption of loss through legal reserve 30.a - - (160,791) - 160,791 - - -

Absorption of loss through capital 30.a (959,649) - - - 959,649 - - -


Legal reserve 30.c - - 7,791 - (7,791) - - -

Set-up of dividend reserve (R$0.19 per share) 30.d - - - 105,014 (105,014) - - -

BALANCES AT DECEMBER 31, 2016 360,900 26,259 7,791 105,014 - 499,964 72,583 572,547

STATEMENTS OF CHANGES IN EQUITY Years ended December 31, 2016 and 2015 (In thousands of reais - R$, except earnings (loss) per share)


ECORODOVIAS12

ATTRIBUTABLE TO COMPANY SHAREHOLDERS

CAPITAL RESERVES,

OPTIONS GRANTED

AND TREASURY

SHARES

INCOME RESERVEINTEREST OF

NONCONTROLLING SHAREHOLDERS

IN EQUITY OF SUBSIDIARIES

NOTE CAPITAL LEGAL

ADDITIONAL DIVIDEND

PROPOSEDRETAINED EARNINGS

EQUITY OF CONTROLLING

SHAREHOLDERSEQUITY –

CONSOLIDATED


Stock options granted and recognized 30.f - 4,910 - - - 4,910 81 4,991

Dividends distributed (R$0.42 per share) 30.e - - - (235,897) - (235,897) (4,717) (240,614)

Net income for the year - - - - 108,974 108,974 6,798 115,772


Legal reserve 30.c - - 5,449 - (5,449) - - -

Mandatory minimum dividends (R$0,04 per share) 30.e - - - - (25,881) (25,881) - (25,881)

Set-up of dividends reserve 30.e - - - 77,644 (77,644) - - -


Stock options granted and recognized - 2,768 - - - 2,768 42 2,810

Capital contribution from noncontrolling shareholder 30.h - - - - - - 4,200 4,200

Dividends distributed (R$0.08 per share) 30.e - - - (77,644) (43,013) (120,657) (3,126) (123,783)

Loss for the year - - - - (964,622) (964,622) 15,488 (949,134)

Absorption of loss through legal reserve 30.a - - (160,791) - 160,791 - - -

Absorption of loss through capital 30.a (959,649) - - - 959,649 - - -


Legal reserve 30.c - - 7,791 - (7,791) - - -

Set-up of dividend reserve (R$0.19 per share) 30.d - - - 105,014 (105,014) - - -

BALANCES AT DECEMBER 31, 2016 360,900 26,259 7,791 105,014 - 499,964 72,583 572,547




12/31/2016 12/31/2015 12/31/2016 12/31/2015


Cash flow from operating activities

Net income (loss) for the year from continuing operations (275,321) 124,815 (259,833) 131,613

Discontinued operations net of cash (99,449) (249,897) (119,584) (228,763)

Adjustments to reconcile net income (used in) generated by operating activities:

Depreciation and amortization 658 689 339,966 344,208

Goodwill amortization 21,983 26,484 - -

Capitalization of interest - - (6,628) (573)

Premium - stock option plan 1,671 2,935 2,768 4,910

Stock option premium – non-controlling shareholders - - 42 81

Loss/disposal of property and equipment and intangible assets 2 95 7,863 7,254

Financial charges and monetary restatement on loans, financing and debentures 55,539 98,456 602,765 714,464

Monetary variation on concession rights - - 4,497 7,352

Provision for losses due to tax, labor and civil contingencies - - 15,416 (1,710)

Monetary restatement on provision for civil, labor and tax contingencies - - 5,967 29,073

Provision for maintenance and provision for construction works - - 104,729 91,887

Monetary restatement of provision for maintenance and provision for construction works - - 30,135 21,960

Income from marketable securities - - - (6,562)

Allowance for doubtful accounts (ADA) - - (2,177) (214)

Equity pickup and interest on equity received (188,433) (299,626) 8 (862)

Withdrawal of escrow deposits (55) - 4,719 2,206

Monetary restatement on escrow deposits (144) (166) (3,329) (19,727)

Deferred taxes (295) 44 201,022 (56,214)

Interest on intercompany loans receivable - (12,570) - -

Interest on intercompany loans payable (35,756) 19,186 - -

Impairment – goodwill – investment Ecoporto 300,997 - 300,997 -

Provision for income and social contribution taxes - - 278,924 215,434

(Increase) decrease in operating assets:

Trade accounts receivable - - (3,288) 13,622

Related parties – customers (38,578) (180) (111) 2,228

Taxes recoverable 1,906 1,208 3,153 (986)

Prepaid expenses 4 (26) (9,619) (1,985)

Escrow deposits paid - - (10,041) (17,394)

Other receivables 578 2,107 12,283 12,070

CASH FLOW STATEMENTS Years ended December 31, 2016 and 2015 (In thousands of reais - R$)

>> CONTINUED

ECORODOVIAS14

>> CONTINUATION


12/31/2016 12/31/2015 12/31/2016 12/31/2015


Increase (decrease) in operating liabilities:

Trade accounts payable 725 (954) 647 (15,983)

Social and labor liabilities (3,079) 2,565 (4,195) (541)

Taxes, charges and contributions payable 2,111 777 3,709 2,295

Related parties – suppliers 82,351 33 1,408 785

Payment of provision for civil, labor and tax contingencies - (75) (11,353) (14,071)

Maintenance payments - - (100,072) (98,059)

Payments of construction works - - (25,139) (1,150)

Other accounts payable 506 (78) 1,503 11,291

Income and social contribution taxes - - (261,731) (237,271)

Net cash (used in) generated by operating activities (172,079) (284,178) 1,105,421 910,668

Cash flow from investing activities

Dividends and interest on equity received 445,855 373,344 - 1,342

Capital contribution from noncontrolling shareholder - - 4,200 -

Payment of dividends to noncontrolling shareholders - - (3,126) (4,717)

Acquisition of property and equipment and intangible assets (356) (306) (497,584) (576,685)

Related parties – intercompany loans 30,942 (18,372) - -

Investment in subsidiaries – corporate restructuring – see note 2,2) - 157,825 - -

Investment in subsidiaries – capital reduction - 111,767 - 54,800

Investment in subsidiaries – capital contribution (210,985) (316,614) - -

Net cash (used in) generated by investing activities 265,456 307,644 (496,510) (525,260)

Cash flow from financing activities

Related parties – intercompany loans 664,036 243,888 - -

Concession rights payable - - (15,546) (16,728)

Marketable securities - - (18,769) 11,816

Loans, financing and debentures raised – third parties - 595,746 471,331 1,027,927

Payment of loans, financing and debentures (625,782) - (615,461) (151,223)

Payment of promissory notes - (475,000) - (475,000)

Tax Recovery Program – REFIS - - (8,146) 8,696

Payment of dividends and interest on equity (146,538) (235,897) (146,538) (251,839)

Interest paid (44,870) (101,524) (459,181) (371,269)

Net cash (used in) financing activities (153,154) 27,213 (792,310) (217,620)

Net increase (decrease) in cash and cash equivalents (59,777) 50,679 (183,399) 167,788

Cash and cash equivalents at beginning of year 62,873 12,194 772,903 605,115

Cash and cash equivalents at end of year 3,096 62,873 589,504 772,903

Net increase (decrease) in cash and cash equivalents (59,777) 50,679 (183,399) 167,788





12/31/2016 12/31/2015 12/31/2016 12/31/2015


RevenuesFrom toll collection - - 2,261,451 2,108,187From construction works - - 451,408 443,091Port-related - - 290,502 352,701Ancillary - - 83,525 85,633Inputs acquired from third partiesCost of services rendered - - (974,943) (858,812)Materials, energy, third-party services and other (8,931) (17,487) (78,531) (165,685)Gross value added (used) (8,931) (17,487) 2,033,412 1,965,115Depreciation and amortization (658) (689) (339,966) (344,208)Amortization of investments (21,983) (26,484) - -Net value added (used)

generated by the Company (31,572) (44,660) 1,693,446 1,620,907Value added received in transferFinancial income 13,945 26,514 138,537 129,649Equity pickup 188,433 299,626 (8) 862Other (300,435) 28,956 (298,320) 32,799 (98,057) 355,096 (159,791) 163,310Total value added to be distributed (129,629) 310,436 1,533,655 1,784,217Distribution of value added (129,629) 310,436 1,533,655 1,784,217Personnel 14,475 29,351 332,643 388,326

Direct compensation 13,297 27,440 263,189 308,080Benefits 738 1,079 51,252 56,545Unemployment Compensation Fund (FGTS) 440 832 18,202 23,701

Taxes, charges and contributions (295) 44 737,834 413,094Federal (295) 44 609,335 288,238State - - 197 240Local - - 128,302 124,616

Debt remuneration 131,512 128,368 723,011 823,326Interest 54,932 97,724 466,426 462,475Lease 1,225 1,797 30,114 30,468Other financial charges 75,355 28,847 226,471 330,383

Equity remuneration (275,321) 152,673 (259,833) 159,471Mandatory minimum dividends - 25,881 - 25,881Noncontrolling interests - - 15,488 6,798Legal reserve 7,791 5,449 7,791 5,449Profit or loss from discontinued operations 689,301 43,699 689,301 43,699Absorption of loss through legal reserve (160,791) - (160,791) -Absorption of loss through capital (959,649) - (959,649) -Interim dividends paid 43,013 - 43,013 -

Dividends paid (payable) for the following year 105,014 77,644 105,014 77,644

STATEMENTS OF VALUE ADDED Years ended December 31, 2016 and 2015(In thousands of reais - R$)


ECORODOVIAS16

1. OPERATIONSEcoRodovias Infraestrutura e Logística S.A. (“EcoRodovias”, “EcoRodovias Infraestrutura” or “Company”) is a joint-stock corporation listed on the São Paulo Securities, Commodities and Futures Exchange (BM&FBOVESPA S.A), and the Company shares are traded under the ticker “ECOR3”. The Company is mainly engaged in operating road, port, and logistics service concession assets, and companies rendering services related to such activities. EcoRodovias current portfolio includes seven road service concession arrangements, one logistics platform (Elog) and one port asset (Ecoporto) in seven states, located in the main commercial roads of Southern and Southeastern Brazil. The Company is headquartered at Rua Gomes de Carvalho, 1.510 - conjuntos 31 e 32, in the City and State of São Paulo (SP).

The Company’s direct and indirect subsidiaries (“EcoRodovias Group”) are listed in Note 2.

Conclusion and issue of these financial statements were approved by the Company’s Executive Board on February 20, 2017.

2. PRESENTATION OF FINANCIAL STATEMENTS

2.1. Statement of compliance and basis of preparationThe Company’s financial statements comprise:

a) Consolidated financial statements The Company’s consolidated financial

statements were prepared in accordance with

the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), implemented in Brazil through the Brazilian FASB (CPC) and its technical interpretations (ICPC) and guidance (OCPC), approved by the Brazilian Securities and Exchange Commission (CVM).

b) Individual financial statements - Company The Company’s individual financial

statements were prepared in accordance with accounting practices adopted in Brazil, which comprise provisions set forth in the Brazilian Corporation Law (Law No. 6406/76), as amended by Laws No.11638/07 and No.11941/09, and accounting pronouncements, interpretations and guidance issued by the Brazilian Financial Accounting Standards Board (CPC), approved by the Brazilian Securities and Exchange Commission (CVM).

The financial statements were prepared based on historical cost, except for certain financial instruments measured at fair value.

Significant accounting practices adopted by the Group are described in specific notes that relate to the items presented, and the ones that generally apply to different aspects in the financial statements are described below:

The Company’s financial statements present comparative information for the prior year.

NOTES TO FINANCIAL STATEMENTS December 31, 2016 and 2015(In thousands of - R$, unless otherwise stated)



2.2. Basis of consolidation and investments in subsidiariesAn affiliate is an entity on which the Company exer-cises significant influence. Significant influence is the power of participating in the decisions on the inves-tees’ operating policies; however, it does not mean to control or have joint control on these policies.

Joint venture is a joint business on which the parties that hold common control on the business have rights on the business’ net assets. Common control is the contractually agreed sharing of the business control that exists only when decisions on the significant activities require the unanimous consent from the parties that share the control.

The Company’s investment in its affiliate and joint venture is recorded under the equity method.

The financial statements of the affiliates are prepared for the same reporting period as that of the Company. Whenever necessary, adjustments are made so that accounting practices are in line with those adopted by the Company.

The interest held in subsidiaries and jointly-controlled entities, all of which are domiciled in Brazil, is as follows:

12/31/2016 12/31/2015 CORE BUSINESS ACTIVITY

Direct subsidiaries:

EcoRodovias Concessões e Serviços S.A. 100.00% 100.00%

Interest in other companies, either as an owner or shareholder, in addition to providing administrative, financial, human resources, information technology, engineering, and corporate purchases services.

EIL01 Participações Ltda 100.00% 100.00% Interest in other companies, either as an owner or shareholder.

Ecoporto Santos S.A. 100.00% 100.00%Port operations, handling and storage of import and export cargo in the port of Santos.

Termares - Terminais Marítimos Especializados Ltda. 100.00% 100.00% Handling and storage of import and

export cargo under customs control.

Ecoporto Transporte Ltda. - 100.00%

Internal handling of containers of the companies Ecoporto Santos and Termares, and serving the part load transportation and distribution market.

ELG-01 Participações Ltda. 100.00% - Interest in other companies, either as an owner or shareholder.

Elog S.A. - 100.00%Provision of general warehousing activities and specific logistics services. Holding of the Company’s logistics segment.


Jointly-controlled entities:

Consórcio Rota do Horizonte S.A. 20.00% 20.00% Exploration of the Northern Beltway in the metropolitan region of Belo Horizonte.

ECORODOVIAS18

2.3. Service concession arrangementsThe Company’s main service concession arrangements presented by entity are as follows:

I) Concessionária Ecovias dos Imigrantes S.A. Runs the Anchieta-Imigrantes highway system,

which is 176.8 km long, which consists basically of the following highways: a) Anchieta highway (SP-150 - from km 9.7 to km 65.6); (b) Imigrantes highway (SP-160 - from km 11.5 to km 70.0); (c) Planalto road link (SP-041 - 8-km long); (d) Baixada road link (SP-059 - 1.8-km long); (e) Padre Manoel da Nóbrega highway (SP-055/170) - from km 270.6 to km 292.2); and (f) Cônego Domênico Rangoni highway (SP-055/248 - from km 0 to km 8.4 and km 248.0 to km 270.6. This service concession arrangement was recorded as an intangible asset and will be effective through October 2025.

II) Concessionária das Rodovias Ayrton Senna e Car-valho Pinto S.A. - Ecopistas

Ecopistas operates a set of highway lanes of Ayrton Senna-Carvalho Pinto corridor, related rights of way and buildings, facilities and equipment therein, which is 134.9 km long. This arrangement was recorded as an in-tangible asset and will be effective through June 2039.

III) Concessionária Ecovia Caminho do Mar S.A. Operates a highway totaling 136.7 km, comprising:

(a) BR-277 highway stretch between the City of

Curitiba and the Port of Paranaguá, which is 85.7 km long; b) PR- 508 highway stretch linking BR-277 highway and the City of Matinhos, which is 32 km long; and c) PR-407 highway stretch linking BR-277 Highway and Praia de Leste, which is 19 km long. This arrangement was recorded as an intangible asset and will be effective through 2021.

IV) Rodovia das Cataratas S.A. - Ecocataratas Operates a highway totaling 387.1 km, located

between the cities of Guarapuava and Foz do Iguaçu, both in the State of Paraná. This arrangement was classified as intangible assets and is effective for 24 years (the concession expires on November 13, 2021).

V) Empresa Concessionária de Rodovias do Sul S.A. - Ecosul

Operates the following highways and stretches:


Indirect subsidiaries:

Subsidiaries via EcoRodovias Concessões e Serviços S.A.

Concessionária Ecovias dos Imigrantes S.A. 100.00% 100.00%

Operation under concession of the highway system consisting of the Anchieta-Imigrantes System.

Concessionária das Rodovias Ayrton Senna e Carvalho Pinto S.A. - Ecopistas 100.00% 100.00%

Operation through collection of tolls and subsidiary revenues under the terms and limits of the service concession arrangement.

Concessionária Ecovia Caminho do Mar S.A. 100.00% 100.00%

Operation under concession of Lot 006 of the Highway Concession Program of the State of Paraná.

Rodovia das Cataratas S.A. - Ecocataratas 100.00% 100.00%

Operation under concession of Lot 003 of the Highway Concession Program of the State of Paraná.

Empresa Concessionária de Rodovias do Sul S.A. - Ecosul 90.00% 90.00%

Operation under concession of certain highway stretches comprising of the so called Pelotas Hub.

ECO101 Concessionária de Rodovias S.A. 58.00% 58.00% Operation of BR-101 ES/BA Highway System under concession.

Concessionária Ponte Rio-Niterói S.A. Ecoponte 100.00% 100.00%

Operation of BR-101/RJ Highway System under concession – access road to Ponte Presidente Costa e Silva (Niterói) – access to RJ-071 (Linha Vermelha), “Ponte Rio- Niterói”.

HIGHWAY STRETCH LENGTH (KM)

BR-116 Pelotas/Camaquã 123.4

BR-116 Pelotas/Jaguarão 137.1

BR-392 Pelotas/Rio Grande 125.6

BR-392 Pelotas/Santana da Boa Vista 123.0



The service concession arrangement term classified as intangible asset is estimated for March 2026. Upon concession termination, all reversible assets, rights and rewards related to the operation of the highway system shall return to the Granting Authority. The Company will be entitled to indemnification corresponding to the balance not amortized or depreciated of assets or investments, whose acquisition or execution, duly authorized by the Granting Authority, occurred in the last five years of the concession period.

VI) ECO101 Concessionária de Rodovias S.A. Operates, under concession, BR-101 ES/BA

Federal Highway System, between BA - 698 highway (access to the city of Mucuri, State of Bahia - BA) up to the border of Espírito Santo (ES) and Rio de Janeiro (RJ) States. The 25-year concession (from the date of assumption and transfer of assets on May 10, 2013) comprises the operation of the infrastructure and provision of recovery, public operation, maintenance, monitoring and upkeeping services, implementation of improvements and extension of the capacity of BR101/EX/BA highway systems, between BA-698 (access to Mucuri-BA) until the border of ES/RJ, remunerated by the toll collection and other sources of ancillary revenue. In the event that the concession is terminated, in May 2038, all reversible assets, rights and rewards related to the operation of the highway system shall return to the Granting Authority.

On December 22, 2015, the Company’s Board of Directors approved the transfer, through sale, of all of its 87,000,058 shares representing 58% of the capital of ECO101 Concessionária de Rodovias S.A. to its direct subsidiary Companhia Ecorodovias Concessões e Serviços S.A.

VII) Ecoporto Santos S.A.The lease agreement entered into between Companhia Docas do Estado de São Paulo - CODESP and Ecoporto Santos S.A. is a 25-year agreement. Five addenda to the agreement were entered into, however; such terms do not change the term of the agreement, which shall mainly expire on June 12, 2023. The Sixteenth Clause to the agreement provides for its extension duly requested up to 12 months prior to the expiration date. The Granting Authority may grant such extension to the extent that Ecoporto Santos has met all legal and contractual obligations. After the establishment of the new sector regulatory framework, the Granting Authority will become the Special

Secretariat of Ports (SEP), recently merged into the Brazilian Department of Transportation, Ports and Civil Aviation (MTPAC), and the National Water Transportation Agency (ANTAQ) will be responsible for the inspection and regulation of the sector. Additionally, concerning the agreement extension, compliance with provisions of SEP Ordinance No. 349/2014 and ANTAQ Resolution No. 3220/2014 is deemed necessary, which require that Ecoporto Santos request be accompanied by an Investment Plan, and Environmental, Technical and Economic Feasibility Study (EVTEA), as well as by information required to evaluate compliance with existing contractual obligations. Ecoporto Santos requested contract extension, and instructed the process with relevant documentation. The investment plan was preliminarily approved by the MTPAC through Administrative Ruling No. 702, of December 8, 2016, and submitted to ANTAQ for analysis and deliberation. Pursuant to current legislation, and MTPAC Administrative Ruling No. 702, management considers that the changes to recognize the right to extend the lease agreement are high, provided that Ecoporto performance is maintained, and considering ANTAQ Resolution No. 3220/2014 and SEP Administrative Ruling No. 349/2014, particularly the feasibility study for the new agreement period. Therefore, the public interest in the continuance of the activities will be maintained and Ecoporto Santos will rely on it. It should be noted that two class actions 0010874-75.2002.403.6104 and 0002925-92.2005.4.03.6104 (1st Federal Court of Santos Subsection), now at the 3rd Region Federal Regional Court, challenging the validity of the agreement and its addenda. In 2015, the Federal Regional Court of the 3rd Region dismissed the appeal filed by the Company. The proceeding has been suspended for 180 days. After this period, there are appeals requesting clarification of decisions pending judgment by the 3rd Region Federal Regional Court. Those decisions, if sustained, shall be appealed in higher courts.

Company management maintains its belief in the end result of the proceedings based on opinions of renowned attorneys and the results of administrative proceedings on the same issue. Decisions were handed down under Representation No. 012194/2002-1 of the Court of Federal Auditors and ANTAQ Administrative Litigation Proceeding No. 50300.000155/2013-62 on the same issue, recognizing the possibility of an extension of the lease agreement. The amortization and

ECORODOVIAS20

depreciation term considers the extension of the concession for more than 25 years (up to 2048) and management assesses this scenario on an annual basis.

VIII) Concessionária Ponte Rio-Niterói S.A. EcoponteOn May 18, 2015, the Company, through its subsidiary Concessionária Ponte Rio- Niterói S.A. – Ecoponte, entered into a service concession arrangement for the operation of the infrastructure and provision of public operation, maintenance, monitoring and upkeeping services and implementation of improvements of the highway system of BR-101/RJ, remunerated by the toll collection within 30 years beginning June 1, 2015: an access road leading to Ponte Presidente Costa e Silva (in the city of Niterói) - access to RJ-071 (Linha Vermelha), “Ponte Rio-Niterói”.

On December 22, 2015, the Company’s Board of Directors approved the transfer, through sale, of all of its 120,000,000 shares representing 100% of the capital of Concessionária Ponte Rio-Niterói S.A. - Ecoponte to its direct subsidiary Companhia Ecorodovias Concessões e Serviços S.A.

2.4. Functional and reporting currencyThe financial statements of the parent company and its subsidiaries, included in the consolidated financial sta-tements, are stated in Reais, currency of the principal economic environment in which the Companies opera-te (“functional currency”).

3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICESSignificant accounting practices described below were applied consistently for the years presented and for the individual financial statements of Company and Consolidated:

a) Transactions and balances denominated in foreign currency

Foreign currency-denominated transactions are translated into the Company’s functional currency (the Real) by the exchange rate prevailing on the transaction dates. Account balances in the statement of financial position denominated in foreign currency are converted at the exchange rate prevailing at the dates of the statements of financial position. Exchange gains and losses arising from the settlement of these transactions and from the conversion of monetary assets and liabilities denominated in foreign currency are recognized in profit or loss for the year.

b) Financial instruments

i) Financial assets Financial assets are classified as: (i) financial

assets at fair value through profit or loss; (ii) loans and receivables; (iii) investments held to maturity; or (iv) financial assets available for sale. The Company determines the classification of its financial assets upon initial recognition, when they become a party to the contractual provisions of the instrument.

The Company’s financial assets include cash and cash equivalents, trade accounts receivable, other receivables and financial instruments.

Subsequent measurement

Measurement of financial liabilities depends on their classification:

• Loansandreceivables Loans and receivables include cash and cash

equivalents, accounts receivable and other receivables. Loans and receivables are mea-sured at amortized cost, using the effective interest rate method, less any impairment loss. Amortization of the effective interest method or financial expenses (impairment loss) is pre-sented under financial income (expenses) in the statement of operations.

• Financialassetsmeasuredatfairvaluethroughprofit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recogni-tion at fair value through profit or loss. Financial assets are classified as held for trading if acqui-red to be sold within short term.

Financial assets at fair value through profit or loss are stated in the statement of financial position at fair value, and their corresponding gains or losses are recognized in the statement of operations.

Derecognition

A financial asset is mainly derecognized when:

• Therightstoreceivecashflowsfromtheassethave expired;

• TheCompanyhastransferreditsrightsto receive cash flows of the asset or has assumed an obligation to fully pay the



cash flows received, without significant delay to a third party under a pass-through arrangement, and (a) the Company transferred substantially all risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all risks and rewards related to the asset, but has transferred control over the asset. At December 31, 2016, except for the share-based payment plan (phantom stock/restricted stock), there are no financial assets at fair value.

Impairment of financial assetsThe Company assesses, at the dates of the statements of financial position, whether there is any objective evidence of impairment of the financial asset or of a group of financial assets, based on one or more events that have occurred after the initial recognition of the asset with impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

ii) Financial liabilities Financial liabilities are initially recognized at fair

value plus, in the case of loans and financing, debentures and accounts payable, transaction cost directly attributable thereto.

The Company’s financial liabilities include trade accounts payable, other accounts payable, loans and financing, debentures and financial guarantee agreements.

Subsequent measurementSubsequent measurement of financial liabilities depends on their classification, which can be as follows:

• Loansandfinancingandfinancelease After initial recognition, loans and financing

and finance lease subject to interest are subsequently measured at amortized cost, using the effective interest method. Gains and losses are recognized in the income statement when liabilities are derecognized, and through the amortization process by the effective interest method.

• Financialguaranteeagreements Financial guarantee agreements issued

by the Company refer to agreements requiring the payment for purposes of reimbursement of the holder due to losses incurred when specified debtor fails to perform the due payment under the

terms provided for in the debt instrument. Financial guarantee agreements are initially recognized as a liability at fair value, adjusted by transaction costs directly related to the guarantee issuance. Subsequently, the liability is measured based on the best estimate of expense required to settle the obligation existing at the date of the statement of financial position or in the amount recognized less amortization, whichever is higher.

DerecognitionA financial liability is derecognized when the liability has been revoked, cancelled or has expired. When an existing financial liability is replaced by another of the same lender with substantially different terms, or the terms of an existing liability are significantly changed, this replacement or change is treated as derecognition of the original liability with recognition of a new liability, the difference in the respective carrying amount being recognized in the statement of operations.

iii) Financial instruments, netFinancial assets and liabilities are stated net in the statement of financial position if, and only if, there is a current enforceable legal right to set off the amounts recognized and if there is the intention to offset or realize the asset and settle the liability simultaneously.

Through December 31, 2016, there were no significant indemnities.

c) Impairment of non-financial assetsManagement annually tests the net carrying amount of assets in order to determine whether there are any events or changes in economic, operating or technological circumstances that may indicate deterioration or impairment loss. When such evidence is identified and the net carrying amount exceeds the recoverable amount, a provision for impairment is set up to adjust the net carrying amount to the recoverable amount.

The following criteria are applied to assess the im-pairment loss of specific assets:

Goodwill paid on expected future profitability

Impairment testing of goodwill is performed at least once a year (at December 31) or when

ECORODOVIAS22

circumstances indicate impairment loss due to devaluation of carrying amount.

Intangible assets

Intangible assets with indefinite useful lives are tested for impairment on an annual basis at December 31, either individually or at the cash generating unit level, as applicable or when circumstances indicate impairment of the carrying amount.

d) General provisions Provisions are recorded when the Company

has a present (legal or constructive) obligation arising from past events, the settlement of which is expected to result in an outflow of economic benefits, in an amount that can be reliably estimated. When the Company expects that the amount of a provision will be reimbursed, whether in full or in part, the reimbursement is recognized as a separate asset, but only when the amount is more likely than not to be reimbursed. The expense related to any provision is presented in the statement of operations.

e) Business combination Business combinations are recorded under

the acquisition method. The cost of an acquisition is measured by the sum of the consideration transferred based on fair value on the acquisition date and the value of any equity held by noncontrolling members in the acquired party. For each business combination the acquirer shall measure noncontrolling interest in the acquiree at fair value or based on its interest in net assets identified in the acquiree. Costs directly attributable to the acquisition shall be recorded as expenses when incurred.

Goodwill is initially measured as that which exceeds the consideration transferred in relation to net assets acquired (identifiable acquired net assets and liabilities assumed).

If the consideration is lower than fair value of acquired net assets, the difference shall be recognized as gain in the statement of operations.

f) Present value adjustment of assets and liabilities

Long-term monetary assets and liabilities were stated at present value on the transaction dates due to its terms, using

the average rate of financial charges incurred when they were raised, both for customers and for suppliers. The present value adjustment of current monetary assets and liabilities is calculated and only recorded when the effect is considered significant in relation to the overall financial statements. For purposes of recording and determining significance, present value adjustment is calculated taking into consideration the contractual cash flows and the explicit, and in certain circumstances implicit, interest rate of the respective assets and liabilities.

g) Borrowing costs Borrowing costs directly attributable to the

acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the underlying asset cost. All other borrowing costs are expensed in the period they are incurred.

h) Assets and liabilities held for sale An operation is classified as discontinued

at the earlier of its disposal or when it meets the criteria do be classified as held for sale. When an operation is classified as a discontinued operation, the comparative statements of operations and cash flows are presented as if the operation had been discontinued since the beginning of the comparative period. Therefore, the “reclassified” observation was included in the December 31, 2015 statements.

These assets are measured at the lower of the carrying amount or fair value less costs to sell.

When classified as held for sale, intangible assets and property and equipment are not amortized or depreciated.

Profit or loss of the discontinued operation is presented in a single amount in the statement of operations, including total profit or loss after income and social contribution taxes of those operations.

i) Standards, amendments and interpretations to standards

(i) Standards and interpretations issued but not yet adopted until the date of issue of the Company’s financial statements are disclosed as follows: The Company expects to adopt



these standards, if applicable, when they become effective:

STANDARD REQUIREMENTIMPACT ON FINANCIAL STATEMENTS

IFRS 9 - Financial Instruments

The objective of IFRS 9 is ultimately to replace IAS 39. Main changes estimated are: (i) all financial assets shall be initially recognized at fair value; (ii) the standard divides all financial assets into: amortized cost and fair value; and (iii) the concept of embedded derivatives was extinguished.

Company management has assessed IFRS 9 impacts and understands that its adoption will anticipate no material impact on its financial statements.

IFRS 15 – Revenue from Contracts with Customers

The main purpose is to provide clear principles to recognize revenue and to simplify the process of preparation of financial assets.


Amendment to IFRS 10 and IAS 28 - Joint Venture

The purpose is to clarify that the gain or loss resulting from the sale or contribution of assets of a business, as defined in IFRS 3, between an investor and its affiliate or joint venture, are recognized in full.

Company management has assessed the impacts of the amendment to IFRS 10 and IAS 28 and understands that its adoption will anticipate no material impact on its financial statements.

Amendment to IAS 7 (Effective from 01/01/2017)

The purpose is to disclose information to users so they can assess changes in liabilities resulting from financing activities.

Company management has assessed IAS 7 impacts and understands that its adoption will anticipate no material impact on its financial statements.

Amendment to IAS 12 (Effective from 01/01/2017)

The purpose is to clarify that an entity shall consider whether the tax legislation restricts sources of taxable profit against which it may make deductions on reversal of this temporarily deductible difference.

Company management has assessed IAS 12 impacts and understands that its adoption will anticipate no material impact on its financial statements.

Amendment to IFRS 2 (Effective from 01/01/2017)

The purpose is to clarify classification and measurement of share-based payment transactions.


IFRS 16 – Lease agreements (Effective from 01/01/2019)

The new standard sets principles, both for the customer (the lessee) and the supplier (lessor), on the provision of significant information about leases so that commercial lease transactions are clearly shown in the financial statements. Accordingly, the lessor must recognize the assets and liabilities resulting from the lease agreement.


4. MAIN USES OF ESTIMATES AND JUDGMENTSManagement of the Company and its subsidiaries make estimates and assumptions regarding future events. Estimates and assumptions that present a significant risk, likely to cause a significant adjustment to carrying amounts of assets and liabilities for the next financial year are as follows:

• Discountrate:determinationofdiscountrates to present value used in the measurement of certain current and noncurrent assets and liabilities;

• Amortizationrate:determinationofamortizationrates of intangible assets obtained through economic studies of traffic projection; and

• Provisions:determinationofprovisionsformaintenance, determination of provisions for future investments arising from service concession arrangements whose economic benefits are diluted in current toll fees, provisions for tax, labor and civil losses, losses on accounts receivable and preparation of projections to realize deferred income and social contribution taxes.

ECORODOVIAS24

Service concession arrangement accountingUpon recording the Service Concession Arrangement, the Company conducts analyses involving manage-ment judgment, substantially regarding the application of the Service Concession Arrangement interpretation, determination and classification of improvement and construction expenses as intangible assets, and asses-sment of future economic benefits for the purpose of determining the time to recognize intangible assets generated in the Service Concession Arrangement. Disclosures for each Company’s service concession arrangement and their characteristics are described in Note 2.3.

Recognition of intangible assetsCompany management assesses the moment intangible assets are to be recognized, based on economic characteristics of each service concession arrangement. Accounting for subsequent additions to intangible assets will only occur upon related services rendered representing potential generation of additional revenue. For these cases, for example, the construction liability is not recognized upon execution of the contract, but it will constitute a liability by the time the construction is carried out, matched against intangible asset.

Determining annual amortization of intangible assets arising from service concession arrangementsThe Company recognizes the effect of amortizing in-tangible assets arising from the service concession arrangement limited to the respective concession term, except for direct subsidiary Ecoporto Santos S.A., for which the Company already considers the service concession arrangement assuming renewal. This is calculated according to the consumption standard of the economic benefit generated, usually based on the traffic curve. Thus, the amortization rate is determined through economic studies intended to reflect projected growth of highway traffic and the generation of future economic benefits arising from the service concession arrangement. The Company uses models to study and project traffic on highways under its concession.

Determining construction revenuesConstruction revenue is recognized at its fair value, as well as related costs changed into expenses related to the construction service provided. In accordance with the Application of Accounting Interpretation (ICPC) 01, where a public service concessionaire performs construction works, even if contractually provided for, it performs construction services. The rendering of these services originate two types of compensation: either by receiving values from the Granting Autho-rity (financial asset) or through payment of toll fees (intangible asset). For this last type, which is the case for all highway concession operators administered

by the Company, the construction revenue shall be recognized at its fair value, and the costs changed into expenses for the construction service provided. Upon recording construction margins, Company ma-nagement evaluates issues related to the primary responsibility for providing construction services, even in cases where there is outsourcing of services, ma-nagement costs and/or monitoring of the work and EcoRodovias Group that carries out the construction services. Company management believes that the hi-ring of construction services are carried out at market value; therefore, the Company recognizes no profit margin on construction activities.

Company management assesses and recognizes the effects of present value adjustment, taking into con-sideration the time value of money and uncertainties related thereto. At December 31, 2016 and 2015, assets and liabilities subject to present value adjustment and significant assumptions adopted by management to measure and recognize them are as follows:

(a) Provision for maintenance and future works arising from estimated expenses to comply with contractual obligations of the concession whose economic benefits are already being earned by the Company, and provision for maintenance stemming from estimated costs to meet the contractual obligations of the concession related to the use and maintenance of roads at predetermined levels of use. Measurement of present values of these provisions was calculated using cash flow projection method on the dates outflow of resources are estimated, to meet their respective obligations (estimated for the full concession period), and discounted by applying the discount rate, which varies between 11.52% and 16.28% p.a. Determination of the discount rate used by management is based on the weighted average of fundings. Measurement and criteria of the respective values are detailed in Notes 24 and 25.

(b) Concession rights payable arising from obligations incurred by the Company related to grant deed. Measurement and criteria of the respective values are described in Note 26.

5. ACQUISITION OF INTEREST IN ELOG S.A.On May 19, 2015, the Company disclosed to the market that it had been informed by BRZ Investimentos Ltda., manager of Logística Brasil - Fundo de Investimento em Participações (“Logística Brasil”) about the exercise of the put option rights of all shares held by Logística Brasil S.A. in Elog S.A., equivalent to 20% (twenty percent) of total and voting capital of Elog S.A. in accordance with the



Shareholders’ Agreement (“Put Option”). The value of the put option at April 30, 2015, totaled R$214,000 and was monetarily restated by reference to the IPCA + 6% per year until its settlement, which occurred on June 26, 2015, in the amount of R$218,470. On July 16, 2015, the 2nd tranche was settled by reference to the IPCA of the end of June, amounting to R$830 and totaling R$219,300.

After completion of the sale carried out on June 26, 2015, the Company became holder of 100% of total and voting capital of Elog S.A., thus controlling it, and started to fully consolidate its effects according to CPC 36 (R3) - Consolidated Financial Statements.

Since the acquisition of its equity control, Elog S.A. contributed the amounts of R$172,516 of net income and R$26,978 of loss, in the Company’s consolidated statement of operations for the year ended December 31, 2015.

Had the acquisition occurred at the beginning of 2015, the Company’s consolidated net revenue would have been R$3,044,998 and profit would have been R$95,636.

Fair value of identifiable assets and liabilities of Elog S.A. as of acquisition date is as follows:

Related parties 8,134

Social charges payable 13,966

Provision for income and social contribution taxes

607

Other accounts payable 17,163

Provision for labor, tax and civil risks 37,021

Total liabilities 460,695

Total identifiable assets, net (b) 581,245

Consideration transferred to sellers 219,300

Fair value of the interest formerly held

513,973

Total consideration (a) 733,273

GOODWILL ON ACQUISITION (A) – (B) 152,028

Assets 06/26/2015

Cash and cash equivalents 20,774

Trade accounts receivable 46,347

Taxes recoverable 4,880

Related parties 370

Prepaid expenses 4,038

Other receivables 2,861

Escrow deposits 40,513

Deferred taxes 76,273

Other receivables 12,208

Property and equipment 315,643

Intangible assets 518,033

Total assets 1,041,940

Liabilities

Trade accounts payable 20,951

Taxes payable 6,800

Loans and financing 19,972

Debentures 323,745

Dividends and interest on equity payable

12,336

>> CONTINUATION

>> CONTINUED

Goodwill paid comprises the amount of future eco-nomic benefits from the acquisition and the amount of workforce that could not be recognized separately, thus it does not meet the criteria for recognition as an intangible asset, according to CPC 04 - Intangible Assets. There is no expectation that goodwill will gene-rate future tax benefits.

The consideration transferred includes the amount paid in accordance with the Put Option terms and fair value of 80% interest that the Company holds in Elog S.A. immediately prior to the purchase of ownership control. The difference between the fair value amoun-ting to R$513,973 and the carrying amount amounting to R$415,315 of the interest held was recognized in the period (R$98,658) under “Other income”.

At December 31, 2016, the Company carried out an impairment analysis on the goodwill acquired and recorded a loss in the amount of R$90,807 under “Other expenses”. This loss is due to the fact that the Company paid an amount that exceeded market value (under contract) for the acquisition of 20% of the vo-ting capital of Elog S.A., as referred to above.

6. ASSETS AND LIABILITIES HELD FOR SALE

a) Sale of equity interest According to the material fact notices published to

the market on July 4, 2016, the Company through its subsidiary Elog S.A., entered into an Agreement for Purchase and Sale of Units of Interest on July 2, 2016, whereby the terms and conditions for disposal of 100% of Elog Logística Sul Ltda., Maringá Serviços Auxiliares de Transporte Aéreo Ltda and Maringá Ar-mazéns Gerais Ltda. (jointly, “Elog Sul Units”) capital to Multilog S.A. Completion of the disposal was sub-ject to certain conditions precedent, which include

ECORODOVIAS26

communication and/or approval by the Brazilian IRS, and approval by the Administrative Council for Eco-nomic Defense (CADE), which was approved with no restrictions on July 29, 2016. The operation was com-pleted on October 6, 2016, with effective transfer of units of interest and settlement for R$115,000 (*).

The amount of loss on investment sale amounting to R$12.080 is carried under “Net income from assets and liabilities held for sale”, in the statement of operations.

Disposal of Elog Sul Units is in line with the EcoRodovias Group strategy to focus on road concession assets.

(*) On February 1, 2017, as provided for in the purchase and sale

agreement clauses, price was adjusted with payment of R$1,172 to

the Company. The sale totaled R$116,172.

The effects arising from the sale of these interests are as follows:

ASSETS ELOG SUL MARINGÁS GOODWILL TOTAL

Current assets

Cash and cash equivalents 3,470 1,619 - 5,089

Trade accounts receivable 12,070 412 - 12,482

Related parties 120 161 - 281

Taxes recoverable 531 14 - 545

Prepaid expenses 74 - - 74

Other receivables 590 10 - 600

Total current assets 16,855 2,216 - 19,071

Noncurrent assets

Escrow deposits 9,803 1,095 - 10,898

Deferred taxes 3,389 163 - 3,552

Other receivables 963 - - 963

Goodwill recorded in Company - - 88,282 88,282

Property and equipment and intangible assets 33,188 1,173 - 34,361

Total noncurrent assets 47,343 2,431 88,282 138,056

Total assets 64,198 4,647 88,282 157,127

LIABILITIES AND EQUITY

Current liabilities

Trade accounts payable 4,247 121 - 4,368

Taxes payable 1,666 1,150 - 2,816

Social liabilities 2,564 33 - 2,597

Dividends and interest on equity payable 5,978 - - 5,978

Related parties 1,602 81 - 1,683

Provision for income and social contribution taxes 588 - - 588

Other accounts payable 940 299 - 1,239

Total current liabilities 17,585 1,684 - 19,269

Noncurrent liabilities

Provision for labor, tax and civil risks 9,566 - - 9,566

Other accounts payable 40 - - 40

Total noncurrent liabilities 9,606 - - 9,606

Equity 37,007 2,963 88,282 128,252

Total liabilities and equity 64,198 4,647 88,282 157,127

Total sale amount - - - 116,172

Loss on investment disposal (total equity – sale amount) - - - (12,080)



The purchase and sale agreement has an indemnity clause, which provides for the Company’s respon-sibility to indemnify the purchaser in the event of losses incurred, events after the sale closing date, including and litigations related to existing con-tingent liability. The agreement provides for the following limitations:

(i) Indemnity obligation is limited to the minimum of R$10 per individual loss and maximum of 25% (twenty-five percent) of the acquisition price, only in certain hypotheses. In other cases, the amount is limited to 50% (fifty percent) of the acquisition price;

(ii) The indemnity payment term is 10 (ten) wor-king days from receipt of notification informing the indemnity;

(iii) The time limit may be 3 (three), 5 (five), 6 (six) or 10 (ten) years, according to the nature of the respective loss.

At December 31, 2016, no events that could lead to indemnity payment to purchasers were identified and, therefore no amount was provisioned.

b) Assets and liabilities held for sale Based on the EcoRodovias Group strategy

to focus upon road concession assets, the Company also classified as discontinued operations its investments in the logistics segment through companies Elog S.A. and Ecopátio Logística Cubatão Ltda, expecting that disposal takes place within 12 years after these were classified as assets and liabilities held for sale.

Pursuant to CVM Rule No. 598/09, which approved accounting pronouncement CPC 31 – Noncurrent Assets held for sale and Discontinued Operation, assets and liabilities of these units were classified under Assets and Liabilities from discontinued operations, and information thereon will no longer be an integral part of the Company’s consolidated information.

These related assets and liabilities shall be measured at the lower of their carrying amounts and fair value less costs to sell.

At December 31, 2016, assets and liabilities held for sale comprised:

ASSETS COMBINED (*) LIABILITIES COMBINED (*)

12/31/2016 12/31/2016

Cash and cash equivalents 15,647 Trade accounts payable 11,460

Trade accounts receivable 33,100 Loans and financing 2,187

Related parties 2,774 Debentures 183,788

Taxes payable 2,902

Taxes recoverable 1,693 Social and labor liabilities 6,502

Prepaid expenses 496 Related parties 458

Other receivables 5,185 Other accounts payable 22,719

Deferred taxes 123,738Provision for labor, tax and civil contingencies

33,560

Escrow deposits 43,909Provision for income and social contribution taxes

-

Property and equipment 12,109

Intangible assets 14,597

TOTAL ASSETS HELD FOR SALE 253,248 TOTAL LIABILITIES HELD FOR SALE 263,576

(*) These amounts refer to combined assets and liabilities of companies Elog S.A. and Ecopátio Logística Cubatão Ltda., already adjusted to fair value, in

addition to R$10,328 expected as future disbursements necessary to sell these assets and liabilities, recorded under “Other accounts payable”.

After classification, an impairment loss amoun-ting to R$689,301 was recognized for the carrying amount of these assets to be reduced to fair value

less costs to sell. This amount was recognized in profit or loss under “Loss for the period of discon-tinued operations”. An evaluation was conducted

ECORODOVIAS28

to determine the fair values of companies Elog S.A. and Ecopátio Logística Cubatão Ltda, based on multiple recent transactions involving similar assets in the same market segment, and on the very tran-saction of Elog Sul with Multilog S.A.

The result of the fair value evaluation as a result of the classification as assets and liabilities held for sale is as follows:

CONSOLIDATED

Selling amount (a) 160,000

Net debt (b) (170,328)

AMOUNT IN THE STATEMENT OF FINANCIAL POSITION OF ASSETS AND LIABILITIES HELD FOR SALE (C) (10,328)

12/31/2016 12/31/2015

Net revenue 292,533 324,573

Cost of services rendered (262,906) (273,199)

Gross profit 29,627 51,374

Operating and financial income (expenses) (41,038) (54,482)

Financial income (expenses) (42,826) (47,427)

Operating income (expenses) (54,237) (50,535)

Income and social contribution taxes 51,218 30,525

Profit or loss from assets and liabilities held for sale (3,019) (20,010)

Fair value measurement effect of assets and liabilities held for sale (*) (686,282) -

Noncontrolling interests - 4,169

Net loss from assets and liabilities held for sale (689,301) (15,841)

CONSOLIDATED

Fair value adjustment of intangible assets and property and equipment (572,502)

Fair value adjustment of dividends and IOE (12,336)

Capital contributions (January to December 2016) (88,097)

Fair value adjustment of other assets and liabilities (3,019)

Fair value effect of assets and liabilities held for sale (675,954)

Expected contribution amounts necessary for maintenance of net working capital (10,328)

Fair value adjustment of assets and liabilities held for sale (686,282)

The Company recorded loss on the discontinued operation of its direct parent company Elog S.A. in the amount of R$689,301, of which (R$90,000) refers to the estimated selling amount; R$170,328 net debt expected; R$20,486 amount in the statements of financial position of assets, and R$408,487 costs of assets held for sale.

(a) Estimated cost of disposal for companies Elog S.A. and Ecopátio Logística Cubatão Ltda., to-taling R$160,000.

(b) Refers to net debt at December 31, 2016 of subsidiaries classified as discontinued operations.

(c) Refers to net value between assets and liabili-ties measured at the lower of carrying amounts and fair value less costs to sell.

Profit or loss for the year ended December 31, 2016 re-lated to assets and liabilities held for sale is as follows:

Profit or loss from discontinued operations

(*) Statement of fair value adjustment of assets and liabilities held for sale:



Cash flow from assets and liabilities held for sale

12/31/2016 12/31/2015

Profit or loss for the year (3,019) (15,841)

Items that do not affect cash (92,650) 39,764

Items that do not affect cash – expected contribution 3,614 -

Resulting from changes in financial position (16,231) (2,249)

Used in investing activities 211,308 (233,735)

Used in financing activities (222,606) (16,702)

ASSETS AND LIABILITIES HELD FOR SALE, NET OF CASH (119,584) (228,763)

CONSOLIDATED

12/31/2016

NET

CARRYING AMOUNT

NET RECOVERABLE

AMOUNT

NET IMPAIRMENT ADJUSTMENT TO PROFIT OR LOSS FOR THE YEAR

Goodwill – port segment (a) 666,668 365,671 300,997

Deferred taxes – port segment (b) 450,699 206,689 244,010

ASSETS AND LIABILITIES HELD FOR SALE, NET OF CASH 1,117,367 572,360 545,007

7. IMPAIRMENT OF ASSETS

Since the beginning of 2015, a fall in the volume of business in the port segment was noticed, as a result of the economic downturn that directly impacted the activities of the Company and its subsidiaries. At December 31, 2015, impairment was not required yet. In 2016, given the continuing fall in volume and prices, and the non-confirmation of a new ship-owner, and considering the projections for the following periods, at June 30, 2016, the Company recognized a R$545,007 reduction in its non-financial assets.

(a) Value in use of goodwill was restated to reflect management’s best

estimates in relation to its business in Santos Port. The evaluation is

still sensitive to changes, if any, in long-term expectations that may

lead to future adjustments to the amount recognized. The discount

rate applied in the future cash flow projection represents the WACC

of the Company’s port segment. The statutory rate used was 13.1%

p.a., and the Company considered market sources to define inflation

and foreign exchange rates used in future flow projections.

(b) Tax credits arising from: a) income and social contribution tax los-

ses; and b) downstream merger goodwill were reviewed based on

the expected future taxable profit generation in the port segment,

in light of legal limitations. Future taxable profit projections were

prepared based on the review of the subsidiary’s business plan.

The review generated a R$244,010 write-off (see Deferred Taxes,

in Note 18) (R$40,191 tax loss in 2016; R$140,808 tax losses prior to

2016, and R$63,011 downstream merger goodwill). The company will

physically keep amounts for future use.

ECORODOVIAS30

8. CASH AND CASH EQUIVALENTS

Accounting practiceThe Company considers cash equivalents a short-term investment readily convertible into a known


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Cash and banks 13 76 32,806 33,186

Short-term investments:

Investment fund (a) 638 62,523 517,844 575,216

Repurchase agreements (b) 2,226 - 25,018 150,079

Automatic investments - Repurchase agreements (c) 219 274 13,836 14,422

3,096 62,873 589,504 772,903

CONSOLIDATED

31/12/2016 31/12/2015

Investment fund (a) 66,430 47,765

Savings account (b) 1,961 2,585

Current account (c) 728 -

69,119 50,350

Current 61,748 49,666

Noncurrent 7,371 684

(a) Fund organized as an investment fund, classified as “private fixed in-

come fund”, pursuant to the prevailing regulation, whose investment

policy’s main risk factor is the variation in the domestic interest rate

or price index, or both, and whose goal is to seek the appreciation of

its shares through the investment of funds in a conservative portfolio.

It may be redeemed at any time, without significant loss in value.

The Fund cannot invest in speculative transactions or transactions

that expose it to liabilities higher than its net assets. The Fund can-

not be exposed to certain assets, such as shares, share indices and

derivatives indexed thereto.

At December 31, 2016, the investment fund’s portfolio consisted of 30.3%

in Bank Deposit Certificate (CDB), 60.8% in Repurchase Agreements, and

3.9% in LFs (Brazilian T-financial bills), and 5.0% in Government bonds.

The financial investments linked thereto bear interest at 100.7%

(101.3% at December 31, 2015) of the Interbank Deposit Certificate

(CDI), and reflect the market conditions at the dates of the state-

ment of financial position.

(b) The funds related to consolidated repurchase agreements bear

interest at weighted average rate of 89.9% of the Interbank Deposit

Certificate (CDI), without risk of material change in value. The refer-

red to investment is highly liquid.

(c) The Company holds a short-term investment in Itaú Unibanco, in

which the funds available in current accounts are automatically in-

vested and bear interest pursuant to the period they remain invested

and may vary from 10% to 20% of the CDI. The group maintains only

a minimum balance in this type of investment and the exceeding

volume is allocated to more profitable short-term investments, and

this type is maintained at an average rate of 10.0% of CDI (short-term

investments stay between one and 14 days), without the risk of signi-

ficant change in value. The referred to investment is highly liquid.

Bank (BNDES) as a guarantee for part of the payment of indirect subsi-

diaries Concessionária de Rodovias Ayrton Senna e Carvalho Pinto S.A.

and Eco101 Concessionária de Rodovias S.A., and of the debentures of

indirect subsidiary Concessionaria de Rodovias Ayrton Senna e Carvalho

Pinto S/A - Ecopistas.

(b) This refers to the Environmental Compensation Commitment Instrument

entered into by indirect subsidiaries Ecopistas and Ecoporto Santos and

Companhia Ambiental do Estado de São Paulo (CETESB), which will use

the funds as environmental compensation with respect to lawsuits to be

determined and approved by the Environmental Compensation Cham-

ber (CCA). The amounts are restated by reference to the savings rate.

There is a balance in the same amount recognized in noncurrent liabilities

related to this obligation.

(c) Amounts classified as marketable securities – as these are restricted to

the Company’s financing agreements with the BNDES as guarantee of

part of the payment of interest and principal, of subsidiary Eco101 Con-

cessionária de Rodovias S.A.

cash amount and subject to insignificant risk of change in value.

9. MARKETABLE SECURITIESMarketable securities consist of temporary high liquidity short-term investments:

(a) Investment funds bear interest of 97.8% (98.9% at December 31, 2015) of

the CDI and reflect market conditions at the dates of the statement of

financial position. Although these investments are highly convertible to

cash, they were classified as marketable securities since they are related

to the Company’s financing agreement with the Brazilian Development



10. TRADE ACCOUNTS RECEIVABLE

Breakdown of trade accounts receivable is as follows:

CONSOLIDATED

12/31/2016 12/31/2015

Domestic (a) 156,158 207,127

Foreign (b) - 651

Allowance for doubtful accounts (ADA) (c) (1,368) (9,799)

154,790 197,979

CONSOLIDATED

12/31/2016 12/31/2015

Falling due 149,784 191,028

Past due:

Within 30 days 2,389 3,027

From 31 to 90 days 1,060 2,852

From 91 to 120 days 1,557 1,072

Above 120 days 1,368 9,799

156,158 207,778

CONSOLIDATED

12/31/2016 12/31/2015

Opening balance 9,799 3,759

Elog acquisition - 5,181

Assets and liabilities held for sale (*) (6,254) 2,116

Amounts recovered and written off for the year (2,919) (2,222)

Setup of allowance for doubtful accounts for the year 742 965

CLOSING BALANCE 1,368 9,799

(a) Represented substantially by electronic toll, lease of land along the

highways, lease of billboards, access by port logistics customers and

other services.

(b) Substantially represented by customers in the port segment.

The aging list of receivables is as follows:

Changes in allowance for doubtful accounts

(c) Refers to the recognition of the allowance for doubtful accounts mainly

for port operations, and the Company’s policy credit determines that

doubtful accounts relate to notes overdue for more than 120 days.

(*) As mentioned in Note 6, the Company classified company Elog S.A. and some of its subsidiaries as assets and liabilities held for sale.

ECORODOVIAS32

11. TAXES RECOVERABLE


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Withholding Income Tax (IRRF) recoverable 5,218 9,070 22,157 33,499

Corporate Income Tax (IRPJ) – prior years 28,119 26,173 34,669 28,314

Social Contribution Tax on Net Profit (CSLL) recoverable - - 2,480 2,429

Social contribution tax on gross revenue for social integration program (PIS) and for social security financing (COFINS) recoverable

- - 1,405 -

PIS and COFINS recoverable on inputs - - - 1,927

Service Tax (ISS) recoverable - - 158 532

Other - - 13 1,254

33,337 35,243 60,882 67,955

12/31/2014 PROPOSED RECEIVED 12/31/2015

ASSETS AND LIABILITIES HELD

FOR SALE (*) PROPOSED RECEIVED 12/31/2016

Elog S.A. 12,336 - - 12,336 (12,336) - - -

EcoRodovias Concessões e Serviços S.A.

- 347,461 (347,461) - - 470,202 (435,990) 34,212

Termares - Terminais Marítimos Especializados Ltda.

- 9,515 (7,324) 2,191 - 5,973 (7,979) 185

Consórcio Rota do Horizonte S.A.

222 1,120 (1,342) - - - - -

Concessionária Ponte Rio Niteroi - Ecoponte

- 17,217 (17,217) - - - - -

12,558 375,313 (373,344) 14,527 (12,336) 476,175 (443,969) 34,397

12. DIVIDENDS AND INTEREST ON EQUITY RECEIVABLE - COMPANY

(*) As mentioned in Note 6, the Company classified company Elog S.A. and some of its subsidiaries as assets and liabilities held for sale. The amount

of R$12,336 refers to the Dividend and IOE balance receivable from subsidiary Elog S.A., reversed in capital contribution upon write-off of the

discontinued operation.

13. PREPAID EXPENSES – CONSOLIDATEDThe balance of R$18,334, classified as current and noncurrent assets (R$8,988 at December 31, 2015) refers to: (i) unallocated insurance premiums

(further details on insurance taken out are in Note 38), (ii) leases (iii) municipal real property tax (IPTU) and (iv) maritime mediation.



14. ESCROW DEPOSITSEscrow deposits representing the Company’s restricted assets refer to amounts deposited in escrow and held in courts until the related litigation is resolved.

INVESTEES12/31/2016

PERCENTAGE OF DIRECT INTEREST - %

INVESTMENTEQUITY PICKUP

EquityProfit or loss for the year

12/31/2016 12/31/2015 12/31/2016 12/31/2015 12/31/2016 12/31/2015

Elog S.A. (i) - - - 100 - 231,772 (1,059) (1,719)

EcoRodovias Concessões e Serviços S.A. 878,786 508,185 100 100 878,786 840,035 508,185 380,997

EIL 02 S.A. 1 - 100 100 1 1 - -

EIL 03 S.A. - - 100 100 - - - (1)

EIL 04 S.A. - - 100 100 - - - (1)

EIL-01 Participações Ltda. 317 22 100 100 317 295 22 22

Ecoporto Santos S.A. 45,508 (311,028) 100 100 45,509 154,208 (311,028) (105,786)

Termares - Terminais Marítimos Especializados Ltda. 9,656 4,886 100 100 9,655 17,409 4,886 13,706

Ecoporto Transporte Ltda. - (11,895) - 100 - (1,085) (11,896) (8,509)

ELG-01 Participações Ltda 55,447 (2,106) 100 - 55,447 - (1,048) -

ECO101 Concessionária de Rodovias S.A. (ii) - - - 58 - - - (164)

Concessionária Ponte Rio-Niterói S.A. - Ecoponte (ii) - - - 100 - - - 20,474

Consórcio Rota do Horizonte S.A. 5,085 (42) 20 20 1,017 1,025 (8) 1,773

Unrealized income - - - - (7,676) (8,055) 379 (1,166)

983,056 1,235,605 188,433 299,626

(*) As mentioned in Note 6, the Company classified company Elog S.A. and some of its subsidiaries as assets and liabilities held for sale. At Decem-

ber 31, 2016, the amount transferred was R$45,757 (R$40,513 at December 31, 2015).

15. INVESTMENTS

a) Company


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Opening balance 1,949 1,783 211,119 130,447

Assets and liabilities held for sale (*) - - (45,757) 40,513

Additions 55 - 10,041 20,094

Write-offs - - (4,719) (2,592)

Monetary restatement 144 166 3,329 22,657

CLOSING BALANCE 2,148 1,949 174,013 211,119

(i) See Notes 5 and 6. The amount of R$1,059 refers to the remaining balance of ELG-01 Participações Ltda. equity pickup. On September 29, 2016, transfer of

investments of ELC-01 Participações Ltda to the Company was resolved through capital reduction in Elog S.A.

ECORODOVIAS34

INVESTEES12/31/2016

PERCENTAGE OF DIRECT INTEREST - %



12/31/2016 12/31/2015 12/31/2016 12/31/2015 12/31/2016 12/31/2015

Elog S.A. (i) - - - 100 - 231,772 (1,059) (1,719)

EcoRodovias Concessões e Serviços S.A. 878,786 508,185 100 100 878,786 840,035 508,185 380,997

EIL 02 S.A. 1 - 100 100 1 1 - -

EIL 03 S.A. - - 100 100 - - - (1)

EIL 04 S.A. - - 100 100 - - - (1)

EIL-01 Participações Ltda. 317 22 100 100 317 295 22 22

Ecoporto Santos S.A. 45,508 (311,028) 100 100 45,509 154,208 (311,028) (105,786)

Termares - Terminais Marítimos Especializados Ltda. 9,656 4,886 100 100 9,655 17,409 4,886 13,706

Ecoporto Transporte Ltda. - (11,895) - 100 - (1,085) (11,896) (8,509)

ELG-01 Participações Ltda 55,447 (2,106) 100 - 55,447 - (1,048) -

ECO101 Concessionária de Rodovias S.A. (ii) - - - 58 - - - (164)

Concessionária Ponte Rio-Niterói S.A. - Ecoponte (ii) - - - 100 - - - 20,474


Unrealized income - - - - (7,676) (8,055) 379 (1,166)

983,056 1,235,605 188,433 299,626



12/31/2016

ASSETS LIABILITIES STATEMENT OF OPERATIONSATTRIBUTABLE

TO:

Current assets

Noncurrent assets

Current liabilities


EquityNet

revenueGross profit

Operating income/loss

Net income/loss for

the yearCompany

Noncontrollingshareholders


EcoRodovias Concessões e Serviços S.A. 227,773 2,480,941 180,342 1,649,586 878,786 163,820 72,056 504,067 508,185 508,185 -

EIL01 Participações S.A. 318 - 1 - 317 - - 29 22 22 -

EIL02 S.A. 1 - - - 1 - - - - - -

EIL03 S.A. - - - - - - - - - - -

EIL04 S.A. - - - - - - - - - - -

ELG-01 Participações Ltda. 20 55,427 - - 55,447 - - (2,106) (2,106) (2,106) -

Ecoporto Santos S.A. 28,585 675,936 225,096 433,917 45,508 138,944 54,776 (110,909) (311,028) (311,028) -

Termares - Terminais Marítimos Especializados Ltda. 15,827 27,046 26,058 7,160 9,655 113,977 79,356 6,683 4,886 4,886 -

Ecoporto Transporte Ltda. - - - - - 5,025 (4,668) (7,243) (11,895) (11,895) -


Via EcoRodovias Concessões e Serviços S.A.:

Concessionária Ecovias dos Imigrantes S.A. 400,145 1,435,071 135,896 1,298,460 400,860 942,796 563,058 409,848 280,140 280,140 -

Concessionária das Rodovias Ayrton Senna e Carvalho Pinto S.A. - Ecopistas

88,332 1,303,943 168,855 724,976 498,444 360,906 146,312 29,495 22,134 22,134 -

Concessionária Ecovia Caminho do Mar S.A. 31,454 200,790 182,349 7,115 42,780 247,917 154,868 116,167 75,078 75,078 -

Rodovia das Cataratas S.A. - Ecocataratas 99,022 387,246 287,723 63,578 134,967 312,641 144,514 88,187 56,145 56,145 -

Empresa Concessionária de Rodovias do Sul S.A. - Ecosul

25,937 255,587 189,680 12,303 79,541 296,947 162,720 121,521 80,261 72,235 8,026

ECO101 Concessionária de Rodovias S.A. 27,838 472,491 86,865 259,587 153,877 258,425 58,259 26,953 17,766 10,304 7,462

Concessionária da Ponte Rio Niterói S.A. -Ecoponte 71,511 134,661 47,056 35,421 123,695 164,883 68,170 63,486 43,859 43,859 -

Via ELG-01 Participações Ltda.

Anish Empreendimentos e Participações Ltda. 188 63,937 784 8,124 55,217 22 22 (2,067) (2,067) (2,067) -

Paquetá Participações Ltda. 4 11,000 - - 11,004 - - (146) (146) (146) -

ECORODOVIAS36

12/31/2016

ASSETS LIABILITIES STATEMENT OF OPERATIONSATTRIBUTABLE

TO:

Current assets

Noncurrent assets

Current liabilities


EquityNet

revenueGross profit

Operating income/loss

Net income/loss for

the yearCompany

Noncontrollingshareholders


EcoRodovias Concessões e Serviços S.A. 227,773 2,480,941 180,342 1,649,586 878,786 163,820 72,056 504,067 508,185 508,185 -

EIL01 Participações S.A. 318 - 1 - 317 - - 29 22 22 -

EIL02 S.A. 1 - - - 1 - - - - - -

EIL03 S.A. - - - - - - - - - - -

EIL04 S.A. - - - - - - - - - - -

ELG-01 Participações Ltda. 20 55,427 - - 55,447 - - (2,106) (2,106) (2,106) -

Ecoporto Santos S.A. 28,585 675,936 225,096 433,917 45,508 138,944 54,776 (110,909) (311,028) (311,028) -

Termares - Terminais Marítimos Especializados Ltda. 15,827 27,046 26,058 7,160 9,655 113,977 79,356 6,683 4,886 4,886 -

Ecoporto Transporte Ltda. - - - - - 5,025 (4,668) (7,243) (11,895) (11,895) -


Via EcoRodovias Concessões e Serviços S.A.:

Concessionária Ecovias dos Imigrantes S.A. 400,145 1,435,071 135,896 1,298,460 400,860 942,796 563,058 409,848 280,140 280,140 -

Concessionária das Rodovias Ayrton Senna e Carvalho Pinto S.A. - Ecopistas

88,332 1,303,943 168,855 724,976 498,444 360,906 146,312 29,495 22,134 22,134 -

Concessionária Ecovia Caminho do Mar S.A. 31,454 200,790 182,349 7,115 42,780 247,917 154,868 116,167 75,078 75,078 -

Rodovia das Cataratas S.A. - Ecocataratas 99,022 387,246 287,723 63,578 134,967 312,641 144,514 88,187 56,145 56,145 -

Empresa Concessionária de Rodovias do Sul S.A. - Ecosul

25,937 255,587 189,680 12,303 79,541 296,947 162,720 121,521 80,261 72,235 8,026

ECO101 Concessionária de Rodovias S.A. 27,838 472,491 86,865 259,587 153,877 258,425 58,259 26,953 17,766 10,304 7,462

Concessionária da Ponte Rio Niterói S.A. -Ecoponte 71,511 134,661 47,056 35,421 123,695 164,883 68,170 63,486 43,859 43,859 -

Via ELG-01 Participações Ltda.

Anish Empreendimentos e Participações Ltda. 188 63,937 784 8,124 55,217 22 22 (2,067) (2,067) (2,067) -

Paquetá Participações Ltda. 4 11,000 - - 11,004 - - (146) (146) (146) -



Changes in investments for the year ended December 31, 2016 are as follows:

12/31/2015

ASSETS HELD FOR

SALE(A)

PROPOSED DIVIDENDS AND

INTEREST ON EQUITY

SUPPLEMENTAR Y DIVIDENDS

2015MERGER

CAPITAL CONTRIBUTION

STOCK OPTION PLAN

TRANSFER OF CONTROL (C)

EQUITY PICKUP

12/31/2016

EcoRodovias Concessões e Serviços S.A. 840,035 - (470,202) - - - 768 - 508,185 878,786

EIL-01 Participações Ltda. 295 - - - - - - - 22 317

EIL02 S.A. 1 - - - - - - - - 1

EIL03 S.A. - - - - - - - - - -

EIL04 S.A. - - - - - - - - - -

Elog S.A.(a) 231,772 (231,772) - - - 1,059 (1,059) -

Ecoporto Santos S.A. 154,208 - - - - 202,000 329 - (311,028) 45,509

Termares Terminais Marítimos Especializados Ltda.

17,409 - (5,973) (1,886) (4,781) - - - 4,886 9,655

Ecoporto Transporte Ltda. (1,085) - - - 4,781 8,200 - - (11,896) -

Consórcio Rota do Horizonte S.A. 1,025 - - - - - - - (8) 1,017

ELG01 Participações Ltda.(b) - - - - - 785 - 55,710 (1,048) 55,447

Unrealized income (8,055) - - - - - - - 379 (7,676)

1,235,605 (231,772) (476,175) (1,886) - 210,985 1,097 56,769 188,433 983,056

12/31/2014


INTEREST ON EQUITY

CAPITAL REDUCTION

ACQUISITION OF INTEREST


STOCK OPTION

PLAN


ASSETS HELD FOR SALE (A)

EQUITY PICKUP

12/31/2015

EcoRodovias Concessões e Serviços S.A. 805,177 (347,461) - - - 1,322 - - 380,997 840,035


EIL02 S.A. 1 - - - - - - - - 1

EIL03 S.A. 1 - - - - - - - (1) -

EIL04 S.A. 1 - - - - - - - (1) -

Elog S.A. 201,262 - - 45,919 30,009 - - (43,699) (1,719) 231,772

Concessionária da Ponte Rio Niterói S.A. Ecoponte (c)

- (17,217) - - 84,000 43 (87,300) - 20,474 -

Ecoporto Santos S.A. 26,860 - - - 232,614 520 - - (105,786) 154,208


70,185 (9,515) (56,967) - - - - - 13,706 17,409

Ecoporto Transporte Ltda. 7,424 - - - - - - - (8,509) (1,085)

ECO101 Concessionária de Rodovias S.A. (c) 70,599 - - - - - - - (164) -

Consórcio Rota do Horizonte S.A. 55,172 (1,120) (54,800) - - 90 (70,525) - 1,773 1,025

Unrealized income (6,889) - - - - - - - (1,166) (8,055)

1,230,066 (375,313) (111,767) 45,919 346,623 1,975 (157,825) (43,699) 299,626 1,235,605

(a) See Note 6.

(b) On September 29, 2016, transfer of investments of ELC-01 Participações was resolved through capital reduction in Elog S.A.

Changes in investments for the year ended December 31, 2015 are as follows:

(c) See Note 12.

ECORODOVIAS38

12/31/2015

ASSETS HELD FOR

SALE(A)


INTEREST ON EQUITY

SUPPLEMENTAR Y DIVIDENDS

2015MERGER


STOCK OPTION PLAN


EQUITY PICKUP

12/31/2016

EcoRodovias Concessões e Serviços S.A. 840,035 - (470,202) - - - 768 - 508,185 878,786


EIL02 S.A. 1 - - - - - - - - 1

EIL03 S.A. - - - - - - - - - -

EIL04 S.A. - - - - - - - - - -

Elog S.A.(a) 231,772 (231,772) - - - 1,059 (1,059) -

Ecoporto Santos S.A. 154,208 - - - - 202,000 329 - (311,028) 45,509


17,409 - (5,973) (1,886) (4,781) - - - 4,886 9,655

Ecoporto Transporte Ltda. (1,085) - - - 4,781 8,200 - - (11,896) -

Consórcio Rota do Horizonte S.A. 1,025 - - - - - - - (8) 1,017

ELG01 Participações Ltda.(b) - - - - - 785 - 55,710 (1,048) 55,447

Unrealized income (8,055) - - - - - - - 379 (7,676)

1,235,605 (231,772) (476,175) (1,886) - 210,985 1,097 56,769 188,433 983,056

12/31/2014


INTEREST ON EQUITY

CAPITAL REDUCTION

ACQUISITION OF INTEREST


STOCK OPTION

PLAN



EQUITY PICKUP

12/31/2015

EcoRodovias Concessões e Serviços S.A. 805,177 (347,461) - - - 1,322 - - 380,997 840,035


EIL02 S.A. 1 - - - - - - - - 1

EIL03 S.A. 1 - - - - - - - (1) -

EIL04 S.A. 1 - - - - - - - (1) -

Elog S.A. 201,262 - - 45,919 30,009 - - (43,699) (1,719) 231,772

Concessionária da Ponte Rio Niterói S.A. Ecoponte (c)

- (17,217) - - 84,000 43 (87,300) - 20,474 -

Ecoporto Santos S.A. 26,860 - - - 232,614 520 - - (105,786) 154,208


70,185 (9,515) (56,967) - - - - - 13,706 17,409

Ecoporto Transporte Ltda. 7,424 - - - - - - - (8,509) (1,085)

ECO101 Concessionária de Rodovias S.A. (c) 70,599 - - - - - - - (164) -

Consórcio Rota do Horizonte S.A. 55,172 (1,120) (54,800) - - 90 (70,525) - 1,773 1,025

Unrealized income (6,889) - - - - - - - (1,166) (8,055)

1,230,066 (375,313) (111,767) 45,919 346,623 1,975 (157,825) (43,699) 299,626 1,235,605



The balances of goodwill in the Company classified as “Other investments” (reclassified to intangible assets and property and equipment in consolidated) are as follows:

12/31/2014ACQUISITION

(*)WRITE-OFF (*)

IMPAIRMENT (*)

AMORT. 12/31/2015IMPAIRMENT

(*)AMORT. 12/31/2016

Goodwill - Ecosul

5,782 - - - (513) 5,269 - (516) 4,753

Goodwill - Elog

231,584 524,272 (231,638) (90,807) 129 433,540 (395,796) - 37,744

Goodwill - Ecoporto

705,818 - - - (26,100) 679,718 (300,997) (21,467) 357,254

943,184 524,272 (231,638) (90,807) (26,484) 1,118,527 (696,793) (21,983) 399,751

(*) See Notes 6 and 7

b) Consolidated

INVESTEES12/31/2016

PERCENTAGE OFDIRECT INTEREST - %



12/31/2016 12/31/2015 12/31/2016 12/31/2015 12/31/2016 12/31/2015


Elog S.A. (a) - - - 100 - - - (911)

1,017 1,025 (8) 862

(a) See Note 5

16. PROPERTY AND EQUIPMENT

Accounting policyProperty and equipment are stated at historical cost less respective depreciation and impairment losses, if applicable. A property and equipment item is de-recognized on disposal or when no future economic benefit is expected from its use or sale. Any gains or losses arising therefrom are classified in the income statement for the year in which the asset is derecog-nized. Net book value and useful lives of assets and

depreciation methods are reviewed at year end and adjusted prospectively. Depreciation of property and equipment items is calculated on the straight-line ba-sis and takes into consideration the estimated useful life of the assets. Average depreciation rates are pre-sented for each group of assets, as follows.

a) Company

COST DEPRECIATION NET BOOK VALUE

AVERAGE DEPRECIATION

RATES - %

BALANCES AT12/31/2014

ADDITIONS WRITE-OFFSBALANCES AT

12/31/2015BALANCES AT

12/31/2014 ADDITIONS

BALANCES AT 12/31/2015

12/31/2015 12/31/2014

Hardwares 10.4 1,229 32 - 1,261 (895) (129) (1,024) 237 334

Machinery and equipment 9.3 248 - - 248 (214) (23) (237) 11 34

Furniture and fixtures 10.2 547 2 - 549 (361) (56) (417) 132 186

Buildings 3.9 1,956 - - 1,956 (607) (76) (683) 1,273 1,349

Construction in progress - 84 32 - 116 - - - 116 84

Other 8.5 3,383 12 (95) 3,300 (1,185) (280) (1,465) 1,835 2,198

7,447 78 (95) 7,430 (3,262) (564) (3,826) 3,604 4,185

ECORODOVIAS40

INVESTEES12/31/2016

PERCENTAGE OFDIRECT INTEREST - %



12/31/2016 12/31/2015 12/31/2016 12/31/2015 12/31/2016 12/31/2015


Elog S.A. (a) - - - 100 - - - (911)

1,017 1,025 (8) 862



RATES - %


ADDITIONS WRITE-OFFSBALANCES AT



BALANCES AT 12/31/2015

12/31/2015 12/31/2014

Hardwares 10.4 1,229 32 - 1,261 (895) (129) (1,024) 237 334

Machinery and equipment 9.3 248 - - 248 (214) (23) (237) 11 34

Furniture and fixtures 10.2 547 2 - 549 (361) (56) (417) 132 186

Buildings 3.9 1,956 - - 1,956 (607) (76) (683) 1,273 1,349

Construction in progress - 84 32 - 116 - - - 116 84

Other 8.5 3,383 12 (95) 3,300 (1,185) (280) (1,465) 1,835 2,198

7,447 78 (95) 7,430 (3,262) (564) (3,826) 3,604 4,185





RATES - %


ADDITIONSWRITE-

OFFSTRANSFERS



ADDITIONSBALANCES AT

12/31/201612/31/2016 12/31/2015

Hardwares 8.7 1,261 40 (2) 18 1,317 (1,024) (113) (1,137) 180 237

Machinery and equipment 3.9 248 - - 10 258 (237) (10) (247) 11 11

Furniture and fixtures 7.3 549 - - - 549 (417) (40) (457) 92 132

Buildings 3.9 1,956 - - - 1,956 (683) (76) (759) 1,197 1,273

Construction in progress - 116 - - - 116 - - - 116 116

Other 8.5 3,300 304 - (119) 3,485 (1,465) (284) (1,749) 1,736 1,835

7,430 344 (2) (91) 7,681 (3,826) (523) (4,349) 3,332 3,604



RATES - %

BALANCES AT

12/31/2014ADDITIONS

WRITE- OFFS

TRANSF.ASSETS HELD FOR SALE (A)

ACQUIS. (B)

BALANCES AT

12/31/2015

BALANCES AT

12/31/2014ADDITIONS

WRITE- OFFS


TRANSF.ACQUIS.

(B)

BALANCES AT

12/31/2015 12/31/2015 12/31/2014

Hardwares 10.7 230,823 14,757 (82) 520 334 26,856 273,208 (162,042) (25,547) 8 (1,485) - (18,891) (207,957) 65,251 68,781

Machinery and equipment 7.8 172,158 37,831 (5,579) 94,503 719 60,278 359,910 (96,611) (21,918) 5,138 (3,062) - (30,236) (146,689) 213,221 75,547

Furniture and fixtures 7.7 24,354 1,439 (24) - 125 9,387 35,281 (10,181) (1,938) 16 (346) 75 (4,976) (17,350) 17,931 14,173

Land - 5,856 545 - - - 48,857 55,258 - - - - - - - 55,258 5,856

Buildings 4.4 35,539 400 - 3 - 120,182 156,124 (18,229) (1,578) - (2,478) (109) (13,630) (36,024) 120,100 17,310

Construction in progress - 39,146 25,222 - (12,284) 14,123 63,048 129,255 - - - - - - - 129,255 39,146

Improvements 2.4 200,954 1,290 - 1,515 3,108 42,881 249,748 (47,048) (4,848) - (1,064) - (18,553) (71,513) 178,235 153,906

Vehicles 17.6 31,462 1,161 (396) 277 - - 32,504 (15,950) (5,627) 385 - (5) - (21,197) 11,307 15,512

Facilities 11.2 24,104 6,509 (10) 593 1,531 42,522 75,249 (1,675) (3,118) - (2,052) 830 (19,758) (25,773) 49,476 22,429

Other 39.5 93,227 44,926 (5,946) (102,089) 835 17,149 48,102 (3,584) (3,023) - (1,760) 174 (9,473) (17,666) 30,436 89,643

857,623 134,080 (12,037) (16,962) 20,775 431,160 1,414,639 (355,320) (67,597) 5,547 (12,247) 965 (115,517) (544,169) 870,470 502,303



RATES %

BALANCES AT

12/31/2015


ADDITIONSWRITE-

OFFSTRANSF.

BALANCES AT

12/31/2016

BALANCES AT

12/31/2015


ADDITIONS WRITE- OFFS TRANSF.BALANCES

AT12/31/2016

12/31/2016 12/31/2015

Hardwares 9.5 273,208 (27,190) 7,474 (24) 1,211 254,679 (207,957) 20,375 (23,942) 17 12 (211,495) 43,184 65,251

Machinery and equipment 6.4 359,910 (61,722) 5,329 (3,641) 18 299,894 (146,689) 33,298 (19,124) 3,537 - (128,978) 170,916 213,221

Furniture and fixtures 7.5 35,281 (9,512) 1,248 (69) (308) 26,640 (17,350) 5,323 (1,943) 29 136 (13,805) 12,835 17,931

Land - 55,258 (113) 4 - 1 55,150 - - - - - - 55,150 55,258

Buildings 3.6 156,124 (109,071) - - 100 47,153 (36,024) 16,107 (1,702) - - (21,619) 25,534 120,100

Construction in progress - 129,255 (24,181) 952 - (119) 105,907 - - - - - - 105,907 129,255

Improvements 2.4 249,748 (50,564) 1,325 - - 200,509 (71,513) 19,617 (4,896) - - (56,792) 143,717 178,235

Vehicles 10.8 32,504 - 1,238 (336) - 33,406 (21,197) - (3,542) 336 - (24,403) 9,003 11,307

Facilities 9.7 75,249 (45,167) 3,489 (33) 1,199 34,737 (25,773) 21,810 (3,206) - (26) (7,195) 27,542 49,476

Other 6.1 48,102 (17,984) 8,231 (4,454) (2,866) 31,029 (17,666) 11,242 (1,630) - - (8,054) 22,975 30,436

1,414,639 (345,504) 29,290 (8,557) (764) 1,089,104 (544,169) 127,772 (59,985) 3,919 122 (472,341) 616,763 870,470

b) Consolidated

(a) See Note 6

(b) See Note 5

ECORODOVIAS42



RATES - %


ADDITIONSWRITE-

OFFSTRANSFERS




12/31/201612/31/2016 12/31/2015

Hardwares 8.7 1,261 40 (2) 18 1,317 (1,024) (113) (1,137) 180 237

Machinery and equipment 3.9 248 - - 10 258 (237) (10) (247) 11 11

Furniture and fixtures 7.3 549 - - - 549 (417) (40) (457) 92 132

Buildings 3.9 1,956 - - - 1,956 (683) (76) (759) 1,197 1,273

Construction in progress - 116 - - - 116 - - - 116 116

Other 8.5 3,300 304 - (119) 3,485 (1,465) (284) (1,749) 1,736 1,835

7,430 344 (2) (91) 7,681 (3,826) (523) (4,349) 3,332 3,604



RATES - %

BALANCES AT

12/31/2014ADDITIONS

WRITE- OFFS

TRANSF.ASSETS HELD FOR SALE (A)

ACQUIS. (B)

BALANCES AT

12/31/2015

BALANCES AT

12/31/2014ADDITIONS

WRITE- OFFS


TRANSF.ACQUIS.

(B)

BALANCES AT

12/31/2015 12/31/2015 12/31/2014

Hardwares 10.7 230,823 14,757 (82) 520 334 26,856 273,208 (162,042) (25,547) 8 (1,485) - (18,891) (207,957) 65,251 68,781

Machinery and equipment 7.8 172,158 37,831 (5,579) 94,503 719 60,278 359,910 (96,611) (21,918) 5,138 (3,062) - (30,236) (146,689) 213,221 75,547

Furniture and fixtures 7.7 24,354 1,439 (24) - 125 9,387 35,281 (10,181) (1,938) 16 (346) 75 (4,976) (17,350) 17,931 14,173

Land - 5,856 545 - - - 48,857 55,258 - - - - - - - 55,258 5,856

Buildings 4.4 35,539 400 - 3 - 120,182 156,124 (18,229) (1,578) - (2,478) (109) (13,630) (36,024) 120,100 17,310

Construction in progress - 39,146 25,222 - (12,284) 14,123 63,048 129,255 - - - - - - - 129,255 39,146

Improvements 2.4 200,954 1,290 - 1,515 3,108 42,881 249,748 (47,048) (4,848) - (1,064) - (18,553) (71,513) 178,235 153,906

Vehicles 17.6 31,462 1,161 (396) 277 - - 32,504 (15,950) (5,627) 385 - (5) - (21,197) 11,307 15,512

Facilities 11.2 24,104 6,509 (10) 593 1,531 42,522 75,249 (1,675) (3,118) - (2,052) 830 (19,758) (25,773) 49,476 22,429

Other 39.5 93,227 44,926 (5,946) (102,089) 835 17,149 48,102 (3,584) (3,023) - (1,760) 174 (9,473) (17,666) 30,436 89,643

857,623 134,080 (12,037) (16,962) 20,775 431,160 1,414,639 (355,320) (67,597) 5,547 (12,247) 965 (115,517) (544,169) 870,470 502,303



RATES %

BALANCES AT

12/31/2015


ADDITIONSWRITE-

OFFSTRANSF.

BALANCES AT

12/31/2016

BALANCES AT

12/31/2015


ADDITIONS WRITE- OFFS TRANSF.BALANCES

AT12/31/2016

12/31/2016 12/31/2015

Hardwares 9.5 273,208 (27,190) 7,474 (24) 1,211 254,679 (207,957) 20,375 (23,942) 17 12 (211,495) 43,184 65,251

Machinery and equipment 6.4 359,910 (61,722) 5,329 (3,641) 18 299,894 (146,689) 33,298 (19,124) 3,537 - (128,978) 170,916 213,221

Furniture and fixtures 7.5 35,281 (9,512) 1,248 (69) (308) 26,640 (17,350) 5,323 (1,943) 29 136 (13,805) 12,835 17,931

Land - 55,258 (113) 4 - 1 55,150 - - - - - - 55,150 55,258

Buildings 3.6 156,124 (109,071) - - 100 47,153 (36,024) 16,107 (1,702) - - (21,619) 25,534 120,100

Construction in progress - 129,255 (24,181) 952 - (119) 105,907 - - - - - - 105,907 129,255

Improvements 2.4 249,748 (50,564) 1,325 - - 200,509 (71,513) 19,617 (4,896) - - (56,792) 143,717 178,235

Vehicles 10.8 32,504 - 1,238 (336) - 33,406 (21,197) - (3,542) 336 - (24,403) 9,003 11,307

Facilities 9.7 75,249 (45,167) 3,489 (33) 1,199 34,737 (25,773) 21,810 (3,206) - (26) (7,195) 27,542 49,476

Other 6.1 48,102 (17,984) 8,231 (4,454) (2,866) 31,029 (17,666) 11,242 (1,630) - - (8,054) 22,975 30,436

1,414,639 (345,504) 29,290 (8,557) (764) 1,089,104 (544,169) 127,772 (59,985) 3,919 122 (472,341) 616,763 870,470



At December 31, 2016 and 2015, certain property and equipment items classified as “Other” (trucks and tow trucks), were pledged as collateral for loans and financing (see Note 20). For debentures (see Note 21) there are no such guarantees.

For the year ended December 31, 2016, the Company capitalized financial charges in the amount of R$6,628 (R$573 at December 31, 2015).

17. INTANGIBLE ASSETS

Accounting policyIntangible assets acquired separately are measured at cost upon their initial recognition. After initial recognition, intangible assets are stated at cost, less accumulated amortization and impairment. Intangible assets generated internally, excluding capitalized development costs, are not capitalized, and the expense is reflected in the inco-me statement for the year in which it incurs.

Amortization of intangible assets arising from the concession rights is recognized in P&L through a pro-jection of the traffic curve estimated for the concession period as from the date they are available for use, as

COST AMORTIZATION NET BOOK VALUE

AVERAGE AMORTIZATION

RATES (%)




12/31/2014ADDITIONS


12/31/2015 12/31/2014

Third-party software 15.0 718 228 946 (333) (125) (458) 488 385

718 228 946 (333) (125) (458) 488 385



RATES (%)


ADDITIONS TRANSF.BALANCES AT


12/31/2015ADDITIONS


12/31/2016 12/31/2015

Third-party software 12.9 946 12 91 1,049 (458) (135) (593) 456 488

946 12 91 1,049 (458) (135) (593) 456 488

Company management identified no significant dif-ferences in the economic useful lives of the assets comprising the Company and its subsidiaries’ property and equipment items.

this is the method that better reflects the future econo-mic benefit consumption standard of the assets.

Goodwill allocated to concession rights, as well as rela-ted ones, but that have not been directly allocated to the concession or other assets and liabilities, which have a time-limited economic benefit (finite term) in view of the concession right with a finite useful life that comprise the intangible asset balance, are amortized considering the same criteria described in the preceding paragraph.

a) Company

ECORODOVIAS44



RATES (%)




12/31/2014ADDITIONS


12/31/2015 12/31/2014

Third-party software 15.0 718 228 946 (333) (125) (458) 488 385

718 228 946 (333) (125) (458) 488 385



RATES (%)


ADDITIONS TRANSF.BALANCES AT


12/31/2015ADDITIONS


12/31/2016 12/31/2015

Third-party software 12.9 946 12 91 1,049 (458) (135) (593) 456 488

946 12 91 1,049 (458) (135) (593) 456 488



b) Consolidated


AVERAGE AMORTIZATIO N

RATES (%)

BALANCES AT

12/31/2014

ADDITIONS (I)

WRITE-OFFS

TRANSF.ASSETS

HELD FOR SALE

IMPAIRM.ACQUIS.

ELOG (IV)

BALANCES AT

12/31/2015

BALANCES AT


WRITE-OFFS

ASSETS HELD FOR

SALETRANSF.

ACQUIS.ELOG

(IV)

BALANCES AT

12/31/2015 12/31/2015 12/31/2014

Service concession arrangements

(ii) 5,618,523 512,525 (428) 20,037 - - 161,988 6,312,645 (1,562,746) (263,777) 28 (6,503) (965) (58,465) (1,892,428) 4,420,217 4,055,777

Goodwill Ecosul - 8,561 - - - - - - 8,561 (2,778) (512) - - - - (3,290) 5,271 5,783

Third-party software

13.7 79,752 11,537 (34) 5,539 830 - 39,770 137,394 (45,638) (12,451) - (2,609) - (23,561) (84,259) 53,135 34,114

Intangible assets in progress

- 26,331 4,696 - (8,614) - - - 22,413 - - - - - - - 22,413 26,331

Goodwill Elog (iii) - 236,133 - (236,133) - 5,175 (90,807) 549,344 463,712 (4,552) 129 4,755 - - - 332 464,044 231,581

Other - 603 - (330) - 129 - 1,002 1,404 (36) - - (32) - (17) (85) 1,319 567

5,969,903 528,758 (236,925) 16,962 6,134 (90,807) 752,104 6,946,129 (1,615,750) (276,611) 4,783 (9,144) (965) (82,043) (1,979,730) 4,966,399 4,354,153



RATES (%)

BALANCES AT

12/31/2015

ADDITIONS (I)

WRITE-OFFS

TRANSF. IMPAIRM. (v)ASSETS

HELD FOR SALE (vi)

BALANCES AT

12/31/2016

BALANCES AT


WRITE-OFFS

TRANSF.ASSETS HELD FOR SALE (vi)

BALANCES AT

12/31/201612/31/2016 12/31/2015


(ii) 6,312,645 219,037 (2,687) 64,400 (300,997) (204,758) 6,087,640 (1,892,428) (265,259) - 15 64,959 (2,092,713) 3,994,927 4,420,217

Goodwill Ecosul - 8,561 - - - - - 8,561 (3,290) (512) - - - (3,802) 4,759 5,271

Third-party software 13.6 137,394 11,041 (109) 2,040 - (40,599) 109,767 (84,259) (14,210) - (138) 26,170 (72,437) 37,330 53,135

Intangible assets in progress - 22,413 244,845 (429) (65,676) - - 201,153 - - - - - - 201,153 22,413

Goodwill Elog (iii) - 463,712 - - - - (425,968) 37,744 332 - - - (332) - 37,744 464,044

Other - 1,404 - - - - (1,002) 402 (85) - - - 50 (35) 367 1,319

6,946,129 474,923 (3,225) 764 (300,997) (672,327) 6,445,267 (1,979,730) (279,981) - (123) 90,847 (2,168,987) 4,276,280 4,966,399

(i) The main acquisition amounts recorded in this line item refer to

highway renovations and improvements in the highway system

in general, such as in access roads and safety devices, cloverleaf

interchanges, bridge widening and reinforcement, construction

of additional lanes and lateral lanes, and highway widening. The

amounts are concentrated as follows; Eco101 - R$38,400, refer-

ring to initial works of the operation; Ecovias - R$63,929, the main

works referring to adjustment of the Cubatão cloverleaf interchange

and implementation of the 3rd lane from km 262 to 270 of SP055

highway; and Ecopistas - R$26,280, the major work referring to

construction of the marginal lane of Ayrton Senna Highway and also

expropriation of the extension of Carvalho Pinto Highway; and Eco-

via Caminho do Mar Highway - R$18,022, regarding the doubling of

Highway PR407 from KM0 to KM3.

(ii) The amortization of intangible assets arising from the concession

rights is recognized in P&L through the projected traffic curve

estimated for the concession period from the date on which they

are available for use, since this method reflects the pattern of con-

sumption of future economic benefits embodied in the asset. The

weighted average amortization rates as at December 31, 2016 were

on average 4.22% p.a. (4.48% p.a. at December 31, 2015).

(iii) In 2016, the net book value of R$425,968 (R$463,712 at December

31, 2015) was derecognized by virtue of CPC31 – Noncurrent assets

held for sale and discontinued operations, according to Note 5. The

balance of R$37,744 refers to the surplus value of Anish Empreendi-

mentos, a continuing operation.

(iv) See Note 5. The amount of R$8,034 included in the total referred

to above relates to goodwill allocated for the acquisition of Maringá

Armazéns Gerais Ltda. and Maringá Serviços Auxiliares de Transpor-

te Aéreo Ltda. These companies were acquired by Elog for R$28,178.

(v) See Note 7.

(vi) See Note 6.

ECORODOVIAS46


AVERAGE AMORTIZATIO N

RATES (%)

BALANCES AT

12/31/2014

ADDITIONS (I)

WRITE-OFFS

TRANSF.ASSETS

HELD FOR SALE

IMPAIRM.ACQUIS.

ELOG (IV)

BALANCES AT

12/31/2015

BALANCES AT


WRITE-OFFS

ASSETS HELD FOR

SALETRANSF.

ACQUIS.ELOG

(IV)

BALANCES AT

12/31/2015 12/31/2015 12/31/2014


(ii) 5,618,523 512,525 (428) 20,037 - - 161,988 6,312,645 (1,562,746) (263,777) 28 (6,503) (965) (58,465) (1,892,428) 4,420,217 4,055,777

Goodwill Ecosul - 8,561 - - - - - - 8,561 (2,778) (512) - - - - (3,290) 5,271 5,783

Third-party software

13.7 79,752 11,537 (34) 5,539 830 - 39,770 137,394 (45,638) (12,451) - (2,609) - (23,561) (84,259) 53,135 34,114

Intangible assets in progress

- 26,331 4,696 - (8,614) - - - 22,413 - - - - - - - 22,413 26,331

Goodwill Elog (iii) - 236,133 - (236,133) - 5,175 (90,807) 549,344 463,712 (4,552) 129 4,755 - - - 332 464,044 231,581

Other - 603 - (330) - 129 - 1,002 1,404 (36) - - (32) - (17) (85) 1,319 567

5,969,903 528,758 (236,925) 16,962 6,134 (90,807) 752,104 6,946,129 (1,615,750) (276,611) 4,783 (9,144) (965) (82,043) (1,979,730) 4,966,399 4,354,153



RATES (%)

BALANCES AT

12/31/2015

ADDITIONS (I)

WRITE-OFFS

TRANSF. IMPAIRM. (v)ASSETS

HELD FOR SALE (vi)

BALANCES AT

12/31/2016

BALANCES AT


WRITE-OFFS

TRANSF.ASSETS HELD FOR SALE (vi)

BALANCES AT

12/31/201612/31/2016 12/31/2015


(ii) 6,312,645 219,037 (2,687) 64,400 (300,997) (204,758) 6,087,640 (1,892,428) (265,259) - 15 64,959 (2,092,713) 3,994,927 4,420,217

Goodwill Ecosul - 8,561 - - - - - 8,561 (3,290) (512) - - - (3,802) 4,759 5,271

Third-party software 13.6 137,394 11,041 (109) 2,040 - (40,599) 109,767 (84,259) (14,210) - (138) 26,170 (72,437) 37,330 53,135

Intangible assets in progress - 22,413 244,845 (429) (65,676) - - 201,153 - - - - - - 201,153 22,413

Goodwill Elog (iii) - 463,712 - - - - (425,968) 37,744 332 - - - (332) - 37,744 464,044

Other - 1,404 - - - - (1,002) 402 (85) - - - 50 (35) 367 1,319

6,946,129 474,923 (3,225) 764 (300,997) (672,327) 6,445,267 (1,979,730) (279,981) - (123) 90,847 (2,168,987) 4,276,280 4,966,399



Accounting policyDeferred income and social contribution taxes (“deferred taxes”) are recognized on temporary differences at the end of each statement of financial position date between the recognized asset and liability balances in the financial statements and the corresponding tax bases used in the computation of taxable profit, including tax loss carryforwards, when applicable. Deferred tax liabilities are generally recognized on all taxable temporary differences, and deferred tax assets are recognized on all deductible temporary differences only when the Company is likely to recognize future taxable profit at an amount sufficient for such deductible temporary differences to be used. Deferred tax assets and liabilities are measured at the tax rate expected to be applied in the year in which the asset or liability will be realized or

settled, based on the tax rates (and tax law) in force as at the statement of financial position date.

a) Deferred taxes The recovery of deferred tax assets balance is

reviewed at the end of each reporting period and adjusted by the amount expected to be recovered.

Deferred income and social contribution taxes are recognized as expense or income in P&L for the year, unless they relate to items recorded in other comprehensive income, where applicable.

Deferred income and social contribution taxes were recorded using the effective rate of 34% (income and social contribution taxes), presented changes for the year, and are broken down as follows:

CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATE D P&L

12/31/2015 ADDITIONSWRITE-

OFFS

ASSETS AND LIABILITIES

HELD FOR SALE (v)

IMPAIRM. (iv)

12/31/2016 12/31/2016

Goodwill realization on merger 327,358 - (44,875) (4,048) (63,011) 215,424 (107,886)

Provision for losses due to tax, labor and civil risks

48,344 7,572 (4,581) (7,279) - 44,056 2,991

Tax loss (i) 227,962 85,223 (6,903) (73,620) (180,999) 51,663 (102,679)

Provision for maintenance 84,025 16,711 (5,559) - - 95,177 11,152

Present value adjustment (PVA) burden – concession

3,467 289 (431) - - 3,325 (142)

Allowance for doubtful accounts 1,271 232 (463) (930) - 110 (231)

Exchange gains (losses) 7,922 4,175 (12,097) - - - (7,922)

Accrual for vacation pay – Executive Board

2,159 1,518 (211) (17) - 3,449 1,307

Investment surplus value – Elog 4,490 (22) 317 (4,785) - - 295

Effect of Law No. 12973/14 - Transition Tax Regime (RTT) ceased to exist (ii)

(55,112) - 3,341 - - (51,771) 3,341

Corporate depreciation (9,239) (487) 887 (969) - (9,808) 400

Capitalized interest (2,722) (1,957) 310 1,392 - (2,977) (1,647)

Provision for other losses 1,406 - - (1,406) - - -

Impairment 6,802 - - (6,802) - - -

Deferred income and social contribution taxes - assets/(liabilities) (iii)

648,133 113,254 (70,265) (98,464) (244,010) 348,648 (201,021)

(i) Refers to subsidiaries’ tax loss: EcoRodovias Concessões e Serviços,

Ecoporto Santos, Ecoporto Transporte, ECO101 Concessionária,

Ecopistas and Elog.

(ii) On September 17, 2013 and on November 12, 2013, the Brazilian

Internal Revenue Service (RFB) Revenue Procedure No. 1397 (IN

No. 1397) and the Provisional Executive Order No. 627 (MP No.

18. INCOME AND SOCIAL CONTRIBUTION TAXES

ECORODOVIAS48

627), respectively, were published, the latter of which: (i) repeals

the Transition Tax Regime (RTT) from 2015 onwards, introducing

a new tax regime; (ii) amends Decree Law No. 1598/77 regarding

the calculation of Corporate Income Tax (IRPJ) and legislation go-

verning the Social Contribution Tax on Net Profit (CSLL). The new

tax regime provided for in MP No. 627 will become effective from

2014 onwards, for companies that opt for its early adoption. Among

the provisions of MP No. 627, those that address the distribution

of profits and dividends, interest on equity calculation basis and

equity pickup calculation criterion during the effectiveness of the

Transition Tax Regime (RTT) are to be highlighted. On May 13, 2014,

Provisional Executive Order (MP) No. 627 was signed into Law No.

12973/14. Such Law did not substantially change the issues brought

by MP No. 627, and it is necessary to mention two matters that, in

our opinion, are the most important ones. (a) adjustment of tax laws

to the new accounting standards introduced by Law No. 11638/07

(end of the “RTT”, with consequent convergence of the Brazilian

accounting standards to the International Financial Reporting Stan-

dards (IFRS); b) introduction of new rules relating to taxation on

profits from foreign subsidiaries and affiliates.

The new legislation may be early adopted in 2014 and is mandatory

as from 2015. The Company decided to early adopt the new stan-

dards for 2014, since the adoption of these standards in 2015 could

affect the payment of exceeding dividends of 2014, one of the main

aspects introduced by Law No. 12973/14.

The effects recorded up to the year immediately preceding the

adoption (December 31, 2013) will be amortized over the term of the

Company’s concession, pursuant to Law No. 12973/14.

(iii) In compliance with CPC 32, item 73, the Company recorded

R$368,784 under noncurrent assets and R$20,136 under noncurrent

liabilities.

(iv) See Note 7.

(v) See Note 6.

Based on the projections prepared by Company management, the deferred income and social contribution taxes are expected to be realized in the following years:

CONSOLIDATED

12/31/2016 12/31/2015

2017 33,895 178,561

2018 33,093 82,625

2019 25,650 84,150

2020 25,650 88,858

From 2021 onwards 230,360 213,939

348,648 648,133

Management prepared a study on the future realization of deferred tax assets, taking into consideration the probable capacity to generate future taxable profit, in the context of the main business variables, which may, therefore, suffer changes.

Studies and projections conducted by the Company indicate that tax losses and goodwill on mergers of investees will be realized within 10 years. Company management believes that the assumptions utilized in the business plans are robust, feasible and in line with the current economic scenario.



b) Reconciliation of income and social contribution tax income (expense)

The following current and deferred income and social contribution taxes were recognized in P&L for the years:


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Income (loss) for the year before income and social contribution taxes

(275,616) 152,717 220,112 318,673

Statutory rate 34% 34% 34% 34%

Income and social contribution taxes at combined rate 93,709 (51,924) (74,838) (108,349)

Adjustments to effective rate calculation:

Bonuses – chief officers (2,370) (5,733) (6,106) (9,636)

Equity pickup 56,737 92,391 (3) (293)

Nondeductible expenses (13) (42) (624) (655)

Goodwill amortization (7,474) - (15,258) (15,771)

Tax incentives (Workers’ Meal Program - PAT) - (9,004) 1,700 2,558

Tax credits not established by the tax authorities - Company (*)

(38,250) (35,404) (38,442) (35,679)

PPA adjustment – Elog - 9,672 - 9,672

Other 295 - (25) (1,049)

102,634 (44) (133,596) (159,202)

Derecognition of tax credit - Ecoporto (**) - - (244,010) -

Impairment Ecoporto (CPC 01) – not realized (102,339) - (102,339) -

Income and social contribution tax expenses 295 (44) (479,945) (159,202)

Current income and social contribution taxes - - (278,924) (215,415)

Deferred taxes 295 (44) (201,021) 56,213

(*) This refers to Company tax losses (Company) for which there is no expectation of realization in the next five years.

(**) See Note 7

c) Income and social contribution taxes paid

CONSOLIDATED

12/31/2016 12/31/2015

Opening balance of provision for income and social contribution taxes 15,911 37,160

Acquisition - Elog - 607

Assets and liabilities held for sale (588) -

IRPJ/CSLL expense – income statement 278,924 215,415

Total IRPJ/CSLL paid for the year (261,731) (237,271)

CLOSING BALANCE OF PROVISION FOR IRPJ/CSLL 32,516 15,911

(*) See Note 5

ECORODOVIAS50

19. TAXES, CHARGES AND CONTRIBUTIONS PAYABLE

COMPANY CONSOLIDATED 12/31/2016 12/31/2015 12/31/2016 12/31/2015

Taxes on revenue:

Service Tax (ISS) - - 12,233 12,187Contribution Tax on Gross Revenue for Social Security Financing (COFINS)

1,573 126 11,126 12,575

Contribution Tax on Gross Revenue for Social Integration Program (PIS)

340 21 2,313 2,315

Withholding ISS 1,087 729 9,436 8,934

Other taxes - 13 136 2,498

3,000 889 35,244 38,509

20. LOANS, FINANCING AND PROMISSORY NOTES

TYPE COMPANY FINAL MATURITY

AVERAGE INTEREST RATE CONSOLIDATED

12/31/2016 12/31/2015

In local currency:

Promissory notes (r) Ecocataratas 05/2017 CDI + 2.65% p.a 213,631 181,569

Promissory notes (q) Ecorodovias Concessões 11/2016 CDI + 2.50% p.a - 121,417

Finame (k) Ecosul 11/2020 6% p.a. 198 249

Finame (c) Ecocataratas 05/2017 TJLP + 3.21% 89 281

Finame (c) Ecocataratas 04/2017 TJLP + 2.70% 63 248

Finame (g) Ecocataratas 10/2022 2.5% p.a. 256 299

Finame (c) Ecocataratas 07/2018 3% p.a. 82 137

Finem (h) Ecocataratas 07/2018 TJLP + 2.1% p.a. 10,509 16,871

Finem (b) Ecopistas 07/2025 IPCA + 2.45% p.a. 33,497 41,432

Finem (b) Ecopistas 06/2025 TJLP+ 2.45% p.a. 148,819 173,214

Finame (f) Ecoporto Transportes 08/2016 TJLP + 4.16% p.a. - 672

Finame (f) Ecoporto Transportes 09/2016 TJLP + 4.16% p.a. - 314

Finame (f) Ecoporto Transportes 06/2017 7.7% p.a. 871 2,613

Finame (i) Termares 04/2020 6% p.a. 6,509 8,305

Finame (j) Ecocataratas 04/2020 6 % p.a. 694 896

Finem - BNDES (d) ECO101 04/2017 UMSELIC+4.87% p.a. 55,402 113,633

Finem - BNDES (d) ECO101 12/2028 TJLP + 3.84% p.a. 185,271 141,458

Finem - BNDES (d) ECO101 06/2030 TJLP+3.84% p.a. 66,020 60,649

Finame (m) Elog 12/2020 6% p.a - 479

Forklifts (n) Elog 02/2018 15.39% p.a. - 1,807

Forklifts (n) Ecopátio 04/2018 15.39% p.a. - 1,024

Financing (s) Eco101 12/2019 21.27% p.a 278 -

In foreign currency:

Finimp (f) Ecoporto Santos 09/2016 Libor 6M+4.6% p.a. - 565

Finimp (f) Ecoporto Santos 04/2016 Libor 6M+4.6% p.a. - 2,715

Finimp (f) Ecoporto Santos 05/2017 Libor 6M+5.2% p.a. 46 172

Finimp (l) Ecoporto Santos 01/2023 Libor 6M+2% p.a. 101,270 115,361

Finimp (o) Elog 06/2016 VC + 7.25% p.a. - 160

Finimp (p) Elog 01/2016 VC + 6.66% p.a. - 167

823,505 986,707

Current 339,302 494,835

Noncurrent 484,203 491,872



The aging list of noncurrent installments is as follows:

12/31/2016 12/31/2015

2017 - 239,625

2018 66,199 55,616

2019 63,970 51,878

2020 64,555 51,259

2021 54,135 39,382

From 2021 onwards 235,344 54,112

484,203 491,872

Changes in loans, financing and promissory notes are as follows:


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Opening balance - 497,435 986,707 1,017,491

Assets and liabilities held for sale (**) - - (3,637) 844

Acquisition (*) - - - 19,972

Additions - - 256,407 432,182

Financial charges (see Note 33) - 37,192 83,894 156,437

Payment of principal - (475,000) (426,253) (537,359)

Payment of interest - (59,627) (73,613) (102,860)

CLOSING BALANCE - - 823,505 986,707

(*) See Note 5.

(**) See Note 6.

ECORODOVIAS52

Main bank loan and financing agreements in effect are as follows:

ITEM COMPANYFINANCIALINSTITUTION

REQUIRED FINANCIAL RATIOS

GUARANTEES

(a)EcoRodovias Infraestutura e Logística S.A.

BTG Pactual/ Banco ItaúBradesco/HSBC Corretor

Maintenance of ratios is not required. No guarantee.

(b) Ecopistas BNDES

(i) equity-to-total liabilities ratio shall be higher than 20%; (ii) the debt service insurance ratio shall be 1.20 or higher; and (iii) net debt-to-adjusted EBITDA ratio shall be lower than 4.00. The required financial ratios were complied with at December 31, 2016.

Assignment of credit rights of toll receivables as well as ancillary revenues arising from the concession, and any and all indemnities to be received under the terms of guarantees and insurance policies for loss of profit contracted under the service concession arrangement terms.

(c) EcocataratasBanco do Brasil/ Bradesco

Maintenance of ratios is not required. Disposal of the asset.

(d) ECO101 BNDES

(i) equity-to-total liabilities ratio shall be higher than 20%; (ii) net debt-to-adjusted EBITDA ratio shall be lower than 3%, based on EcoRodovias Infraestrutura consolidated information.

Guarantee - EcoRodovias Infraestrutura.

(e) Ecoporto Santos Unibanco Maintenance of ratios is not required. Chattel mortgage of shares.

(f)Ecoporto Santos/Ecoporto Transportes

Santander Maintenance of ratios is not required. No guarantee.

(g) Ecocataratas Banco Itaú Maintenance of ratios is not required. Disposal of the asset.

(h) Ecocataratas BNDES Maintenance of ratios is not required. Letter of guarantee.

(i) Ecoporto Santos Banco Itaú Maintenance of ratios is not required. Disposal of the asset.

(j) Ecocataratas Itaú Maintenance of ratios is not required. Disposal of the asset.

(k) Ecosul Itaú Maintenance of ratios is not required. No guarantee.

(l) Ecoporto SantosBanco Deutsche Bank AS

Equity (-) P&L for the year > 20,000 Equity/total assets > 20%

Guarantee - EcoRodovias Infraestrutura.

(m) Elog Itaú Maintenance of ratios is not required. No guarantee.

(n) Elog e Ecopátio NACCO Maintenance of ratios is not required. No guarantee.

(o)Elog Sul e Ecopátio

Nordea Bank Maintenance of ratios is not required. No guarantee.

(p) Elog Bradesco Maintenance of ratios is not required. No guarantee.

(q)Ecorodovias Concessões

Bradesco Maintenance of ratios is not required. No guarantees.

(r) Ecocataratas Bradesco Maintenance of ratios is not required. No guarantees

(s) Eco101Banco Volkswagem

Maintenance of ratios is not required. No guarantees



The Company has a financial plan to settle short-term debts through raising of new debentures and use of own resources to pay amortization installments maturing in 2017. Management is confident that its financial plan will be implemented in 2017 and

(B) FINANCIAL RATIOS - ECOPISTAS – BNDES REQUIRED MEASURED (*)

(i) Equity/Total liabilities > 20% 35.8%

(ii) Debt coverage > 1.20 1.67

(iii) Net debt/adjusted EBTIDA < 4.00 3.57

(D) FINANCIAL RATIOS - ECO101 BNDES REQUIRED MEASURED (*)

(i) Net debt/EBTIDA ≥ 3 3.51 (***)

(i) Equity/Total liabilities > 20% 20.46

(L) FINANCIAL RATIOS - ECOPORTO REQUIRED MEASURED (*)

(i) Tangible equity > 20,000 36,735

(ii) Equity/total assets > 20% 9% (**)

ISSUERNOMINAL

VALUEISSUE

EXPENSESNET

AMOUNINTEREST RATE

P.A.IRR

Ecocataratas 180,000 (1,528) 178,472 100% CDI + 2.65% 16.84%p.a.

Financial ratios at December 31, 2016 are summarized as follows:

(*) Ratio not examined by independent auditors.

(**) Noncompliance with covenants is supported by Deutsche Bank’s waiver.

(***) Noncompliance with covenants is supported by waiver of BNDES until December 31, 2016.

understands that there will be no breach or default of the effective agreements.

The Internal Return Rate (IRR) of promissory notes is as follows:

21. DEBENTURES

Debentures are summarized as follows:


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Adjusted principal - 600,000 3,985,072 4,151,322

Yield (interest) - 18,636 159,396 190,216

Debentures issue cost (*) - (3,523) (37,840) (48,034)

- 615,113 4,106,628 4,293,504

Current - 17,583 680,535 822,090

Noncurrent - 597,530 3,426,093 3,471,414

ECORODOVIAS54

Changes in debentures are as follows:


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Opening balance 615,113 - 4,293,504 3,168,416

Acquisition of companies (*) - - - 323,745

Assets and liabilities held for sale (**) - - (345,768) 25,212

Addition - 595,746 214,739 635,474

Debt assignment (***) (625,782) - - -

Financial charges (see Note 33) 55,539 61,264 518,842 558,028

Payment of principal - - (189,148) (131,018)

Payment of interest (44,870) (41,897) (385,541) (286,353)

CLOSING BALANCE - 615,113 4,106,628 4,293,504

(*) See Note 5.

(**) As described in Note 6, the Company classified its logistics assets as Assets and liabilities held for sale. The amount of R$345,769 refers to the

debenture balance at January 1, 2016 of assets and liabilities held for sale.

(***) By virtue of the assignment, as from August 10, 2016, first-issue debenture holders of Ecorodovias Infraestrutura are now first-issue debenture

holders of Ecorodovias Concessões (due to the assignment and assumption of debt of Ecorodovias Infraestrutura).

On February 26, 2016, subsidiaries Ecovia and Ecosul executed an amendment to the indenture of issue of debentures. The following clauses were amended: a) Maturity: from 03/04/2016 to 05/15/2017; b) Remuneration from interest rate and restatement: from 105.7% of CDI to 115.0% of CDI; and c) inclusion of the financial indices described and calculated above.



DESCRIPTIONCOMPANY (ASSIGNMENTOF DEBT ECORODOVIASCONCESSÕES)

ECORODOVIASCONCESSÕES ESERVIÇOS

ECOVIAS (2ND ISSUE)

ECOPORTO ECOVIA ECOSUL ECOPISTAS

Type andconvertibility

Nonconvertible and non-privileged debentures

Registered, book-entry, unsecured and nonconvertible

Registered, book-entry and nonconvertible

Registered, book-entry,without issue of certificateand nonconvertible



Registered, book-entryand nonconvertible

Number issued 60,000 (in two series) 80,000 (in three series) 881,000 (in two series) 600 (single series) 14,300 (single series) 14,800 (single series) 370,000 (in four series)

Unit par value on issue date

R$10,000R$10,000R$10,000

R$1,000 R$1,000 R$10,000 R$10,000 R$1,000

Issue date 04/15/201510/23/201211/18/2016

05/07/2013 06/19/2012 11/04/2014 11/17/2014 01/15/2011

Issue amount

R$600,000

R$800,0001st series - R$240,0002nd series - R$160,0003rd series - R$400,000Single series - R$215,000

R$881,0001st series - R$200,0002nd series - R$681,000

R$600,000 R$143,000 R$148,000

R$370,0001st series - R$92,5002nd series - R$92,5003rd series - R$92,5004th series - R$92,500

Unit par value atDecember 31,2016 (PU)

1st series - 10,2952nd series - 10,300

1st series - R$10,1752nd series - R$13,6293rd series - R$13,639Single series - R$10,000

1st series - R$1,3332nd series - R$1,337

R$ N/A N/A

1st series - R$1,4062nd series - R$1,2953rd series - R$1,2694th series - R$1,244

Unit par value restatement index

1st series - not adjustable1st series - not adjustable

1st series and single series - not adjustable2nd and 3rd series - Extended Consumer Price Index (IPCA)

1st and 2nd series - IPCA Not adjustable Not adjustable Not adjustable1st, 2nd, 3rd and 4th

series – IPCA

DESCRIPTIONCOMPANY (ASSIGNMENT OF DEBT ECORODOVIAS CONCESSÕES)

ECORODOVIAS CONCESSÕES ESERVIÇOS

ECOVIAS (2ND ISSUE)


Remuneration (interest and restatement)

1st series: CDI+1.18%p.a.2nd series: CDI+1.42%p.a.

1st series – 100% of CDI + 0.79 p.a.2nd series – 5.00% p.a.3rd series - 5.35% p.a.single series - 114% of CDI

1st series – 3.80% p.a. + IPCA2nd series – 4.28% p.a. + IPCA

CDI + 1.85% p.a. (252 days) on unit par value

115.0% of CDI 115.0% of CDI1st, 2nd and 3rd series – IPCA + 8.25% p.a.

Maturity of remuneration (interest and restatement)

1st series: 10/15/2016 to 04/15/20182nd series: 10/15/2016 to 04/15/2020

1st series: semiannual installments (04/15/2013 to 10/15/2018)2nd series: annual installments (10/15/2013 to 10/15/2019)3rd series: annual installments (10/15/2013 to 10/15/2022)Single series - (05/15/2017 to 02/19/2018)

1st series: annual installments (04/15/2013 to 04/15/2020)2nd series: annual installments (04/15/2014 to 04/15/2024)

Annual installments (06/15/2013 to 06/15/2017)

05/17/2017 05/17/2017

1st series: annually in 11 installments (01/15/2013 to 01/15/2023)2nd series: annually in 11 installments (04/15/2012 to 04/15/2022)3rd series: annually in 11 installments(07/15/2012 to 07/15/2022)4th series: annually in 11 installments (10/15/2012 to 10/15/2022)

Repayment maturity

1st series: 100% in 04/15/20182nd series: 50% 04/15/2019 and 50% 04/15/2020

1st series: semiannual installments (10/15/2016 to 10/15/2018)2nd series: annual installments (10/15/2018 to 10/15/2019)3rd series: annual installments (10/15/2020 to 10/15/2022)Single series – (02/19/2018)



05/17/2017 05/17/2017

1st series: annually in 11 installments (01/15/2013 to 01/15/2023)2nd series: annually in 11 installments (04/15/2012 to 04/15/2022)3rd series: annually in 11 installments (07/15/2012 to 07/15/2022)4th series: annually in 11 installments (10/15/2012 to 10/15/2022)

ECORODOVIAS56

DESCRIPTIONCOMPANY (ASSIGNMENTOF DEBT ECORODOVIASCONCESSÕES)


ECOVIAS (2ND ISSUE)


Type andconvertibility

Nonconvertible and non-privileged debentures

Registered, book-entry, unsecured and nonconvertible


Registered, book-entry,without issue of certificateand nonconvertible



Registered, book-entryand nonconvertible

Number issued 60,000 (in two series) 80,000 (in three series) 881,000 (in two series) 600 (single series) 14,300 (single series) 14,800 (single series) 370,000 (in four series)

Unit par value on issue date

R$10,000R$10,000R$10,000

R$1,000 R$1,000 R$10,000 R$10,000 R$1,000

Issue date 04/15/201510/23/201211/18/2016

05/07/2013 06/19/2012 11/04/2014 11/17/2014 01/15/2011

Issue amount

R$600,000

R$800,0001st series - R$240,0002nd series - R$160,0003rd series - R$400,000Single series - R$215,000

R$881,0001st series - R$200,0002nd series - R$681,000

R$600,000 R$143,000 R$148,000

R$370,0001st series - R$92,5002nd series - R$92,5003rd series - R$92,5004th series - R$92,500

Unit par value atDecember 31,2016 (PU)

1st series - 10,2952nd series - 10,300

1st series - R$10,1752nd series - R$13,6293rd series - R$13,639Single series - R$10,000

1st series - R$1,3332nd series - R$1,337

R$ N/A N/A

1st series - R$1,4062nd series - R$1,2953rd series - R$1,2694th series - R$1,244

Unit par value restatement index

1st series - not adjustable1st series - not adjustable

1st series and single series - not adjustable2nd and 3rd series - Extended Consumer Price Index (IPCA)

1st and 2nd series - IPCA Not adjustable Not adjustable Not adjustable1st, 2nd, 3rd and 4th

series – IPCA


ECORODOVIAS CONCESSÕES ESERVIÇOS

ECOVIAS (2ND ISSUE)


Remuneration (interest and restatement)

1st series: CDI+1.18%p.a.2nd series: CDI+1.42%p.a.

1st series – 100% of CDI + 0.79 p.a.2nd series – 5.00% p.a.3rd series - 5.35% p.a.single series - 114% of CDI

1st series – 3.80% p.a. + IPCA2nd series – 4.28% p.a. + IPCA

CDI + 1.85% p.a. (252 days) on unit par value

115.0% of CDI 115.0% of CDI1st, 2nd and 3rd series – IPCA + 8.25% p.a.

Maturity of remuneration (interest and restatement)

1st series: 10/15/2016 to 04/15/20182nd series: 10/15/2016 to 04/15/2020

1st series: semiannual installments (04/15/2013 to 10/15/2018)2nd series: annual installments (10/15/2013 to 10/15/2019)3rd series: annual installments (10/15/2013 to 10/15/2022)Single series - (05/15/2017 to 02/19/2018)



05/17/2017 05/17/2017

1st series: annually in 11 installments (01/15/2013 to 01/15/2023)2nd series: annually in 11 installments (04/15/2012 to 04/15/2022)3rd series: annually in 11 installments(07/15/2012 to 07/15/2022)4th series: annually in 11 installments (10/15/2012 to 10/15/2022)

Repayment maturity

1st series: 100% in 04/15/20182nd series: 50% 04/15/2019 and 50% 04/15/2020

1st series: semiannual installments (10/15/2016 to 10/15/2018)2nd series: annual installments (10/15/2018 to 10/15/2019)3rd series: annual installments (10/15/2020 to 10/15/2022)Single series – (02/19/2018)



05/17/2017 05/17/2017

1st series: annually in 11 installments (01/15/2013 to 01/15/2023)2nd series: annually in 11 installments (04/15/2012 to 04/15/2022)3rd series: annually in 11 installments (07/15/2012 to 07/15/2022)4th series: annually in 11 installments (10/15/2012 to 10/15/2022)





ECOVIAS (2ND ISSUE)


Reserve for repayment and remuneration (interest and restatement)

Not applicable Not applicable Not applicableNot applicable

Notapplicable

Notapplicable

a) For each TJLP- pegged sub-tranche granted by BNDES through the BNDES Agreement until maturity of the first amortization installment, the amount equivalent to three times the amount of the first installment of principal and debt charges; and after the payment of the first installment, the amount equivalent to three times the sum of the last past-due installment of the principal and debt charges (up to 15 days from the date of the last installment due).

b) For each IPCA- pegged sub-tranche granted by BNDES through the BNDES Agreement until maturity of the first amortization installment, the amount equivalent to 1/3 of the disbursem ent made, divided by the total number of the sub- loan installments; and after payment of the first installment of the principal and debt charges, the amount corresponding to 1/4 of the amount of the last past-due installment of the principal and debt charges (up to three months prior to the maturity of each installment).



ECOVIAS (2ND ISSUE)


Debenture depositary

Banco Bradesco S.A. Banco Bradesco S.A. Banco Bradesco S.A.Banco Bradesco BBI S.A.

Banco Bradesco S.A. Banco Bradesco S.A. Itaú Unibanco S.A.

Payment placeFinancial institution or company headquarters

CETIPCETIP and BMF&BOVESPA

CETIPCETIP and Banco Bradesco S.A.

CETIP and Banco Bradesco S.A.

CETIP and BOVESPAFIX

Reserve account bank

Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Itaú Unibanco S.A.

TrusteePentágono S.A. Distribuidora de Títulos e Valores Mobiliários

Oliveira Trust DTVM S.A. single series - Pentágono S.A.Distribuidora de Títulos e Valores Mobiliários

Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários


Oliveira Trust DTVM S.A.


Planner Trustee DTVM Ltda.

Risk ratingBa3 (global scale) and A2.br (NSR) - Moody’s

brAA- (national scale) of Standard & Poor´s single series - there is no rating

brAA- (national scale) of Standard & Poor´s

Not applicable Not applicable Not applicableOf issuer: B1 (global scale) and Baa1.br (NSR) - Moody’s

GuaranteesFiança Ecorodovias Concessões E Serviços S.A.

Not applicable Not applicable

Statutory lien of100% of Ecoporto/Ecopor to Transporte - temporary surety from EcoRodovias Infraestrutura

There are no guarantee s of any nature


Statutory lien of 100% of Ecopistas shares and of 100% of toll receivables

Restructuring clauses

No restructuring clauses No restructuring clauses No restructuring clauses No restructuring clausesNo restructuring clauses

No restructuring clauses


ECORODOVIAS58



ECOVIAS (2ND ISSUE)


Reserve for repayment and remuneration (interest and restatement)

Not applicable Not applicable Not applicableNot applicable

Notapplicable

Notapplicable

a) For each TJLP- pegged sub-tranche granted by BNDES through the BNDES Agreement until maturity of the first amortization installment, the amount equivalent to three times the amount of the first installment of principal and debt charges; and after the payment of the first installment, the amount equivalent to three times the sum of the last past-due installment of the principal and debt charges (up to 15 days from the date of the last installment due).

b) For each IPCA- pegged sub-tranche granted by BNDES through the BNDES Agreement until maturity of the first amortization installment, the amount equivalent to 1/3 of the disbursem ent made, divided by the total number of the sub- loan installments; and after payment of the first installment of the principal and debt charges, the amount corresponding to 1/4 of the amount of the last past-due installment of the principal and debt charges (up to three months prior to the maturity of each installment).



ECOVIAS (2ND ISSUE)


Debenture depositary

Banco Bradesco S.A. Banco Bradesco S.A. Banco Bradesco S.A.Banco Bradesco BBI S.A.

Banco Bradesco S.A. Banco Bradesco S.A. Itaú Unibanco S.A.

Payment placeFinancial institution or company headquarters

CETIPCETIP and BMF&BOVESPA

CETIPCETIP and Banco Bradesco S.A.

CETIP and Banco Bradesco S.A.

CETIP and BOVESPAFIX

Reserve account bank

Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Itaú Unibanco S.A.

TrusteePentágono S.A. Distribuidora de Títulos e Valores Mobiliários

Oliveira Trust DTVM S.A. single series - Pentágono S.A.Distribuidora de Títulos e Valores Mobiliários





Planner Trustee DTVM Ltda.

Risk ratingBa3 (global scale) and A2.br (NSR) - Moody’s

brAA- (national scale) of Standard & Poor´s single series - there is no rating

brAA- (national scale) of Standard & Poor´s

Not applicable Not applicable Not applicableOf issuer: B1 (global scale) and Baa1.br (NSR) - Moody’s

GuaranteesFiança Ecorodovias Concessões E Serviços S.A.

Not applicable Not applicable

Statutory lien of100% of Ecoporto/Ecopor to Transporte - temporary surety from EcoRodovias Infraestrutura



Statutory lien of 100% of Ecopistas shares and of 100% of toll receivables

Restructuring clauses

No restructuring clauses No restructuring clauses No restructuring clauses No restructuring clausesNo restructuring clauses





DESCRIPTION COMPANYECORODOVIASCONCESSÕES ESERVIÇOS

ECOVIAS (2ND ISSUE)


Required financial ratios

(i) Net debt / EBTIDA of subsidiary Ecorodovias Concessões e Serviços

Company’s financial ratios higher than or equal to 3.5% corresponding to consolidated net debt ratio on EBITDA and financial ratios higher than or equal to 2.0% in relation to EBITDA with net financial expense. Compliance with such ratios is checked quarterly based on the past 12 months.

Single series - Company’s financial ratios higher than or equal to 3.75% corresponding to consolidated net debt ratio on EBITDA and financial ratios higher than or equal to 2.0% in relation to EBITDA with net financial expense. Compliance with such ratios is checked quarterly based on the past 12 months.

Financial ratios at levels lower than 3.5% corresponding to net debt ratio on EBITDA and financial ratios higher than or equal to 2.0% in relation to EBITDA with net financial expense on the basis of the financial statements. Compliance with such ratios is checked quarterly based on the past 12 months.

Financial indices in which the net debt ratio on EBITDA for the past 12 months must be lower than: until 2015 4.5%, in2016 4.0%, in 2017 3.5%, andin 2018 3.0%. And the EBITDA for the past 12 months by net expenses must be lower than: until 2015 2.0%, in 2016 2.25%, in2017 2.50%, and in 2018 3.0 %. Ratios are recorded on a quarterly basis, based on the combined statement of financial position of Ecoporto Santos S.A. and Ecoporto Transportes Ltda.

There are no required financial ratios


The following financial ratios: (i) equity-to-total liabilities ratio shall be higher than 20%; (ii) the debt service insurance ratio shall be 1.20 or higher; and (iii) net debt-to- adjusted EBITDA ratio shall be lower than 4.00.

ECORODOVIAS CONCESSÕES REQUIRED MEASURED (*)

(i) Net debt / EBTIDA < 3.5 2.57

(ii) EBITDA/Financial expenses, net >2.0 3.87

(iii) Net debt / EBTIDA >3.75 2.40

(iv) Adjusted EBITDA/Financial expenses, net >2.0 4.15

ECOVIAS - 2ND ISSUE REQUIRED MEASURED (*)

(i) Net debt/EBTIDA < 3.5 1.32

(ii) Financial expense / EBITDA >2.0 4.78

ECOPISTAS REQUIRED MEASURED (*)

(i) Equity/Total liabilities > 20% 35.8%

(ii) Debt coverage > 1.20 1.69

(iii) Net debt/adjusted EBTIDA < 4.00 3.57

ECOPORTO REQUIRED MEASURED (*)

(i) Net debt/EBTIDA < 4.5 (12.86) (**)

(ii) EBITDA/financial expenses, net > 2.0 (0.67)(**)

ECORODOVIAS CONCESSÕES (ASSIGNMENT OF DEBT ECORODOVIAS INFRAESTRUTURA)

REQUIRED MEASURED (*)

(i) Net debt / EBTIDA of subsidiary Ecorodovias Concessões e Serviços < 3.75 2.57

(*) Ratios not reviewed by independent auditors.

(**) Supported by letter of guarantee.

Financial ratios at December 31, 2016 are summarized as follows:

ECORODOVIAS60

DESCRIPTION COMPANYECORODOVIASCONCESSÕES ESERVIÇOS

ECOVIAS (2ND ISSUE)


Required financial ratios

(i) Net debt / EBTIDA of subsidiary Ecorodovias Concessões e Serviços

Company’s financial ratios higher than or equal to 3.5% corresponding to consolidated net debt ratio on EBITDA and financial ratios higher than or equal to 2.0% in relation to EBITDA with net financial expense. Compliance with such ratios is checked quarterly based on the past 12 months.

Single series - Company’s financial ratios higher than or equal to 3.75% corresponding to consolidated net debt ratio on EBITDA and financial ratios higher than or equal to 2.0% in relation to EBITDA with net financial expense. Compliance with such ratios is checked quarterly based on the past 12 months.

Financial ratios at levels lower than 3.5% corresponding to net debt ratio on EBITDA and financial ratios higher than or equal to 2.0% in relation to EBITDA with net financial expense on the basis of the financial statements. Compliance with such ratios is checked quarterly based on the past 12 months.

Financial indices in which the net debt ratio on EBITDA for the past 12 months must be lower than: until 2015 4.5%, in2016 4.0%, in 2017 3.5%, andin 2018 3.0%. And the EBITDA for the past 12 months by net expenses must be lower than: until 2015 2.0%, in 2016 2.25%, in2017 2.50%, and in 2018 3.0 %. Ratios are recorded on a quarterly basis, based on the combined statement of financial position of Ecoporto Santos S.A. and Ecoporto Transportes Ltda.



The following financial ratios: (i) equity-to-total liabilities ratio shall be higher than 20%; (ii) the debt service insurance ratio shall be 1.20 or higher; and (iii) net debt-to- adjusted EBITDA ratio shall be lower than 4.00.


COMPANY

12/31/2015

INSTALLMENT COST TOTAL

2017 - (1,100) (1,100)

2018 232,000 (771) 231,229

2019 184,000 (491) 183,509

2020 184,000 (108) 183,892

600,000 (2,470) 597,530

CONSOLIDATED

12/31/2016 12/31/2015

INSTALLMENT COST TOTAL INSTALLMENT COST TOTAL

2017 - - - 49,980 (261) 49,719

2018 808,151 (8,570) 799,581 287,112 (9,515) 277,597

2019 611,639 (6,223) 605,416 633,267 (8,640) 624,627

2020 582,307 (4,981) 577,326 617,914 (6,231) 611,683

2021 295,019 (4,416) 290,603 557,921 (4,981) 552,940

2022 - 2024 1,157,367 (4,200) 1,153,167 1,363,462 (8,614) 1,354,848

3,454,483 (28,390) 3,426,093 3,509,656 (38,242) 3,471,414



The Internal Return Rate (IRR) of transactions is as follows:

ISSUER SERIES DATE NOMINAL VALUE ISSUE EXPENSES NET AMOUNT INTEREST RATE IRR

EcoRodovias Concessões e Serviços

Debentures - 1st seriesDebentures – 2nd seriesDebentures – 3rd seriesDebentures - 1st seriesDebentures – 2nd seriesDebentures - single series

23/10/201223/10/201223/10/201215/05/201524/05/2015

18/11/2016

240,000160,000

400,000232,000368,000215,000

(6,196)(4,156)

(10,502)(1,571)

(2,492)(226)

233,804155,844389,498230,429365,508214,774

CDI + 0.79%5.00%+ IPCA5.35%+ IPCA

CDI + 1.18% p.a.CDI+1.42%p.a.

114% do CDI

12.10%12.66%12.95%15.06%15.29%15.47%

Ecovias dos ImigrantesDebentures - 1st seriesDebentures – 2nd series

15/04/201315/04/2013

200,000681,000

(6,892)(23,469)

193,108657,531

IPCA + 3.80% p.a.IPCA + 4.28% p.a.

11.32%11.74%

Ecopistas

Debentures - 1st seriesDebentures – 2nd seriesDebentures – 3rd seriesDebentures – 4th series

15/01/201115/01/201115/01/201115/01/2011

92,50092,50092,50092,500

(3,167)(3,167)(3,167)(3,167)

89,33389,33389,33389,333

IPCA + 8.25%IPCA + 8.25%IPCA + 8.25%IPCA + 8.25%

15.69%15.73%15.71%

15.66%

Ecoporto Santos Single series 15/06/2012 600,000 (4,267) 595,733 CDI + 1.85% p.a. 12.72%

Ecosul Single series 17/11/2014 148,000 (228) 147,772 115% CDI 14.84%

Ecovia Single series 04/11/2014 143,000 (233) 142,767 115% CDI 14.8%

3,757,000 (72,900) 3,684,100

22. FINANCE LEASEThe lease obligations are guaranteed effectively, since the leased asset is reversed to lessor in the event of default.

The financial obligations are broken down as follows:

12/31/2016

Gross finance lease obligations – minimum lease payments: 97

Within 1 year 28

125

Future financing charges on finance lease 2

Finance lease obligations - book balance 125

Current 99

Noncurrent 28

12/31/2016

Addition 185

Financial charges (see Note 33) 29

Payment of principal (60)

Payment of interest (27)

Closing balance 127

Changes in this information are as follows:

ECORODOVIAS62

ISSUER SERIES DATE NOMINAL VALUE ISSUE EXPENSES NET AMOUNT INTEREST RATE IRR

EcoRodovias Concessões e Serviços

Debentures - 1st seriesDebentures – 2nd seriesDebentures – 3rd seriesDebentures - 1st seriesDebentures – 2nd seriesDebentures - single series

23/10/201223/10/201223/10/201215/05/201524/05/2015

18/11/2016

240,000160,000

400,000232,000368,000215,000

(6,196)(4,156)

(10,502)(1,571)

(2,492)(226)

233,804155,844389,498230,429365,508214,774

CDI + 0.79%5.00%+ IPCA5.35%+ IPCA

CDI + 1.18% p.a.CDI+1.42%p.a.

114% do CDI

12.10%12.66%12.95%15.06%15.29%15.47%

Ecovias dos ImigrantesDebentures - 1st seriesDebentures – 2nd series

15/04/201315/04/2013

200,000681,000

(6,892)(23,469)

193,108657,531

IPCA + 3.80% p.a.IPCA + 4.28% p.a.

11.32%11.74%

Ecopistas

Debentures - 1st seriesDebentures – 2nd seriesDebentures – 3rd seriesDebentures – 4th series

15/01/201115/01/201115/01/201115/01/2011

92,50092,50092,50092,500

(3,167)(3,167)(3,167)(3,167)

89,33389,33389,33389,333

IPCA + 8.25%IPCA + 8.25%IPCA + 8.25%IPCA + 8.25%

15.69%15.73%15.71%

15.66%

Ecoporto Santos Single series 15/06/2012 600,000 (4,267) 595,733 CDI + 1.85% p.a. 12.72%

Ecosul Single series 17/11/2014 148,000 (228) 147,772 115% CDI 14.84%

Ecovia Single series 04/11/2014 143,000 (233) 142,767 115% CDI 14.8%

3,757,000 (72,900) 3,684,100



23. RELATED PARTIESThe Company and its subsidiaries contract services from their shareholders or from related companies, both directly or through consortiums, for the performance of upkeep, improvement and expansion services in the highway system and administrative and financial services.

According to the Company’s articles of incorporation, the Board of Directors is responsible for approving contracts between the Company and any shareholder of Company or parent company of its shareholders,

or companies that are subsidiaries or affiliates of the Company shareholders or of their controlling shareholders, and any member of the Board of Directors may request, previously and timely, the preparation of an independent assessment conducted by a specialized company that will review the terms and conditions of the proposed contract and analyze its adequacy to market conditions and practices (arm’s length basis).

The balances of related-party transactions at December 31, 2016 and 2015 are as follows:

NATURE COMPANY CONSOLIDATED

12/31/2016 12/31/2015 12/31/2016 12/31/2015

Current assets

Elog S.A.(e) Subsidiary - 7 - -

Ecoporto Santos S.A. (j) Subsidiary 30,564 - - -

Ecoporto Transporte Ltda. (j) Subsidiary 4,047 - - -

Ecorodovias Concessões e Serviços S.A. (e) Subsidiary 4,144 175 - -

Ecorodovias Concessões e Serviços S.A. (l) Subsidiary - - - -

Ecorodovias Concessões e Serviços S.A. (p) Subsidiary - - - -

Empresa Concessionária de Rodovias do Sul S.A. - Ecosul (a)

Subsidiary 50 45 - -

38,805 227 - -

Changes in intangible assets:

CBB Indústria e Comércio de Asfaltos e Engenharia Ltda. (d)

Other related parties

- - 57,711 31,892

Consórcio Carvalho Pinto (k)Other related parties

- - 4,468 38,443

TB Transportadora Betumes Ltda. (d)Other related parties

- - 6,444 4,571

Contek Engenharia S.A. (f)Other related parties

- - 7,293 -

Incospal Construções Pré-fabricadas Ltda. (i)Other related parties

- - 1,568 1,545

SBS Engenharia e Construções S.A. (b)Other related parties

- - 28,738 10,420

CR Almeida S.A. Engenharia de obras (c)Other related parties

- - 58,162 -

Engenharia e Constr. Araribóia Ltda. (o)Other related parties

- - 6,773 -

Consórcio Serra do Mar (c)Other related parties

- - - 42,134

- - 171,157 129,005

Noncurrent assets

Ecoporto Santos S.A. (j) Subsidiary - 27,324 - -

Ecoporto Transportes Ltda. (n) Subsidiary - 3,618 - -

- 30,942 - -

TOTAL ASSETS 38,805 31,169 171,157 129,005

ECORODOVIAS64


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Current liabilities:


- - 134 1,406

Elog S.A. (m) Subsidiary - 89 - -

EcoRodovias Concessões e Serviços S.A. (l) Subsidiary 19,594 - - -

Contek Engenharia S.A. (f)Other related parties

- - 688 -

EcoRodovias Concessões e Serviços S.A. (p) Controlada 62,846 - - -

CR Almeida S.A. Engenharia de obras (c)Other related parties

- - 3,529 2,803

Incospal Construções Pré-fabricadas Ltda. (i)Other related parties

- - 156 77

Engenharia e Constr. Araribóia (o)Other related parties

- - 484 483

TB Transportadora Betumes Ltda. (d)Other related parties

- - 66 325

Unimar Transportes Ltda. (g)Other related parties

- - 438 404

Vix Logística S.A. (h)Other related parties

- - 473 446

CBB Indústria e Comércio de Asfaltos e Engenharia Ltda. (d)

Other related parties

- - 779 3,241

TOTAL CURRENT LIABILITIES 82,440 89 6,747 9,185


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Noncurrent liabilities:

Ecorodovias Concessões e Serviços S.A. (l) Subsidiary 293,176 263,074 - -

Ecorodovias Concessões e Serviços S.A. (q) Subsidiary 598,178 - - -

Total noncurrent liabilities: 891,354 263,074 - -

TOTAL LIABILITIES 973,794 263,163 6,747 9,185



Related-party transactions break down as follows:

(a) Refers to the rental of the real estate where the head office of

Ecosul is located. Balance matures within 30 days.

(b) SBS Engenharia e Construções Ltda. holds a 10% interest in

subsidiary Ecosul and provides paving and engineering services in

the highway system of Ecosul. The overall price agreed to deliver

the services contracted between Ecosul and SBS Engenharia e

Construções Ltda. is R$41,139. The term for completion of these

services expires in March 2018. At December 31, 2016, there is a

balance of services to be rendered amounting to R$6,273. The

outstanding balance payable of de R$134 (on services already

rendered) falls due within 45 days and is not subject to financial

charges, and no collaterals were pledged to creditors.

(c) Consórcio Serra do Mar, comprised of the Company’s related parties

(CR Almeida Engenharia de Obras S.A., Cigla Construtor Impregilo

Associados S.A.), and Impregilo SPA, provide construction services

in operating lanes, emergency areas, the third lane crossover for

the Padre Manoel da Nóbrega highway, construction of bypasses in

the Cônego Domenico Rangoni highway, paving of the Anchieta-

Imigrantes system highways, and at the toll plazas of indirect

subsidiary, Ecovias. The overall price agreed by and between Ecovias

and Consórcio Serra do Mar to deliver the services contracted totals

R$54,088 including the contractual addendum. The agreement

expired on January 31, 2017, and there is an unrealized balance of

R$1,131. At December 31, 2016, there is no outstanding balance.

(d) CBB Indústria e Comércio de Asfaltos e Engenharia Ltda. and TB

Transportadora de Betumes Ltda., which comprises the indirect

shareholders of the related party C.R. Almeida Engenharia e

Obras S.A., the parent company of the Company, provide asphalt

material supply and transportation services to: Concessionária

Ecovia Caminho do Mar S.A. Concessionária das Rodovias Ayrton

Senna e Carvalho Pinto S.A. - Ecopistas, Rodovias das Cataratas

S.A. - Ecocataratas, ECO101 Concessionária de Rodovias S.A,

Concessionária Ecovias dos Imigrantes S.A. and Concesionária de

Rodovias do Sul - Ecosul. The overall price agreed to deliver the

services contracted between the Company, CBB Indústria e Comércio

de Asfaltos e Engenharia Ltda. and TB Transportadora de Betumes

Ltda. is R$331,255, including the contractual addendum. The term for

completion of these services expires in December 2016. At December

31, 2016, there was a balance of R$180,142 in services to be incurred.

The outstanding balance payable of R$779 (on services already

delivered) falls due within 45 days and is not subject to financial

charges, and no collateral was pledged to the creditors.

(e) The balance refers to transfers of employees between companies

(accrued vacation pay and 13th salary).

(f) Contek Engenharia S.A. is the related party of Centaurus

Participações, which holds 27.5% of Eco101 Concessionária de

Rodovias S.A.’s equity interest. The purpose of the agreement

between Contek and Eco101 is machining, which was fully

performed and there is a balance payable of R$688.

(g) Unimar Transportes Ltda. is the related party of Centaurus

Participações, which holds 27.5% of Eco101 Concessionária de

Rodovia S.A.’s equity interest. The subject matter of the agreement

between Unimar and Eco101 is vehicle mechanical rescue and support

for the roadway system administered by the concessionaire and

the lease of vehicles for this service. The total agreement amount

is R$23,749 and is effective up to November 2018. At December 31,

2016, R$16,253 had been incurred. At December 31, 2016, there was

an outstanding balance of R$438 falling due within 45 days.


12/31/2016 12/31/2015 12/31/2016 12/31/2015

P&L:

Revenue:

Empresa Concessionária de Rodovias do Sul S.A. - Ecosul (a)

Subsidiary 575 528 - -

Ecoporto Santos S.A. (j) Subsidiary 3,812 12,511 - -

Ecoporto Transportes Ltda. (n) Subsidiary 332 60 - -

4,719 13,099 - -

Expenses/cost:

Unimar Transportes Ltda. (g)Other related parties

- - 5,713 -

Vix Logística S.A. (h)Other related parties

- - 6,183 -


- - 575 76

Ecorodovias Concessões e Serviços S.A. (q) Subsidiary 35,242 - - 2,130

Ecorodovias Concessões e Serviços S.A. (l) Subsidiary 35,756 - - 5,731

70,998 - 12,471 7,937

ECORODOVIAS66

(h) Vix Logística S.A. is the related party of Centaurus Participações,

which holds 27.5% of Eco101 Concessionária de Rodovia S.A.’s equity

interest. The subject matter of the agreement between Unimar and

Eco101 is vehicle mechanical rescue and support for the roadway

system administered by the concessionaire and the lease of vehicles

for this service. The total agreement amount is R$25,461 and is

effective up to November 2018. At December 31, 2016, R$17,646 had

been incurred and there is an outstanding balance of R$473 falling

due within 45 days.

(i) Incospal Construções Pré-fabricadas S.A. is the related party of

Centaurus Participações, which holds 27.5% of Eco101 Concessionária

de Rodovias S.A.’s equity interest. The subject matter of the

agreement between Incospal and Eco101 is the provision of services

in connection with supply and implementation, transportation and

assembly of prefabricated parts for toll plazas along the BR-101/

ES highway. The overall price for the performance of contracted

services is R$ 3,195. The term for the performance of these services

is up to July 2016, and R$3,112, was incurred up to December 31, 2016.

Outstanding balances for services already performed amounted to

R$156 falling sue within 45 days, which are not subject to financial

charges, and no collateral was pledged to creditors.

(j) This refers to a loan agreement with subsidiary Ecoporto Santos

S.A. as borrower. The loan shall be restated at the fixed interest rate

of 13.64% maturing until June 12, 2018.

(k) Consórcio Carvalho Pinto, comprised of related parties CR

Almeida S.A. Engenharia de Obras, Salini Impregilo S.p.A.

Sucursal Brasil and CIGLA - Construtora Impregilo e Associados

S.A., contracted for the performance of construction works at

Lot 1 - extension of Carvalho Pinto highway. The total contractual

amount is R$51,719. The term for the performance of services

expires in December 2016. At December 31, 2016, the amount of

R$51,269 had already been incurred and there are no outstanding

balances payable.

(l) This refers to a loan agreement with the direct subsidiary

Ecorodovias Concessões e Serviços S.A. as lender. The loan shall be

restated at 13.64% p.a.

(m) These refer to storage and manufacturing expenses for Christmas

gifts by the subsidiary Elog S.A.

(n) This refers to a loan agreement with Ecoporto Transporte Ltda.

as borrower. The loan shall be restated at the fixed interest rate of

13.64% p.a. maturing until October 29, 2017.

(o) Engenharia e Construtora Araribóia Ltda. is the related party

of Centaurus Participações, which holds 27.5% of Eco101

Concessionária de Rodovias S.A.’s equity interest. The subject

matter of the agreement between Araribóia and Eco101 is the

provision of local repair services for pavement recovery of BR-101

in the stretch under the Concessionaire’s management. The term

for completion of these services expires on December 31, 2016. The

total contractual amount is R$12,628, and R$12,343 was incurred up

to December 31, 2016. Outstanding balances payable in the amount

of R$484 fall due within 45 days and are not subject to financial

charges and no collateral was pledged to creditors.

(p) On August 10, 2016, the Company entered into an agreement for

Assignment and assumption of obligations and other covenants

with Ecorodovias Concessões e Serviços S.A., which will be adjusted

under the same terms provided for in the indenture, through which

it assigned the debt amounting to R$600,000 in debentures in two

series: - 1st series CDI+1.18%p.a. maturing on 04/15/2018 and – 2nd

series CDI 1.42%p.a. maturing on 04/15/2020.

Balances of intercompany loan agreements between subsidiaries at December 31, 2016 and 2015 are not sta-ted in the financial statements as these do not include the parent company and are eliminated in the consoli-dated financial statements. The balances are as follows:

LENDER BORROWER 12/31/2016 12/31/2015 MATURITY RATE

EcoRodovias Concessões Ecopistas 122,037 108,065 31/03/2018 100% CDI + 1.20%p.a.

Termares Ecoporto Santos 9,217 8,61 Not determined 1% p.a.

131,254 108,065

Other intercompany agreementsEcoRodovias Concessões e Serviços S.A., a direct subsidiary of EcoRodovias Infraestrutura, provides ad-ministrative, financial, human resources, information technology, and engineering and corporate procurement services for other companies of the EcoRodovias Group. The annual amount of the agreements entered into bet-ween the service companies is R$207,336, effective for 12 months from January to December of each year.

Key management personnel compensationManagement members are the persons with authority and responsibility for the plan, management and con-trol of the Company’s activities.

For the year ended December 31, 2016, management received short-term benefits (salaries, profit sharing, private pension plan and stock option plan) accounted for in “General and administrative expenses”.



24. PROVISION FOR MAINTENANCE - CONSOLIDATEDThe amounts recorded as provision for maintenance refer to the estimated future expenses to upkeep of the highway infrastructure at a level of operational readiness, as provided for in contract, adjusted to present value based on rates from 11.52% to 16.28% p.a., on average, corresponding to average rates for taking out loans. The amounts are accrued by highway stretch, and interventions occur, on average, every four years, as follows:

No amounts were paid in the period relating to: (a) post-employment benefits (pension, other retirement benefits, post-employment life insurance and post-employment health care plan); (b) long-term benefits (for length of service and long-term disability benefits); and (c) severance benefits;

At the Annual General Meeting, management’s annual overall compensation for the year ending December 31, 2016, was set at R$28,486

(R$22,738 for 2015) and part of the proposed amount for the remuneration of certain managers may be apportioned between the Company and its subsidiaries in accordance with a cost sharing agreement. For the year ended December 31, 2016, the amount apportioned with subsidiary Ecorodovias Concessões e Serviços was R$8,834.

Compensation paid to management for the year is as follows:

12/31/2016 12/31/2015

(Fixed/ variable) compensation 6,637 5,906

Bonuses 8,345 -

Stock option plan (see Note 30.f) 1,671 2,936

Incentive plan for retaining Executive Board officers 624 6,584

Share-based compensation (Phantom Stock Option/Restricted Stock) 1,255 319

Private pension plan 347 452

18,879 16,197

12/31/2014ADDITION

(COST)PAYMENT

FINANCIAL EFFECT

12/31/2015ADDITION

(COST)PAYMENT

FINANCIAL EFFECT

12/31/2016

Setup of provision for maintenance 746,542 123,282 - - 869,824 132,287 - - 1,002,111

Present value effect on provision (151,821) (31,394) - - (183,215) (27,558) - - (210,773)

Performance of maintenance (464,383) - (98,060) - (562,443) - (100,072) - (662,515)

Present value adjustment – realizations 89,486 - - 21,791 111,277 - - 27,972 139,249

219,824 91,888 (98,060) 21,791 235,443 104,729 (100,072) 27,972 268,072

Current 66,827 - - - 55,869 87,531

Noncurrent 152,997 - - - 179,574 180,541

ECORODOVIAS68

12/31/2014ADDITION

(COST)PAYMENT

FINANCIAL EFFECT

12/31/2015ADDITION

(COST)PAYMENT

FINANCIAL EFFECT

12/31/2016

Setup of provision for maintenance 746,542 123,282 - - 869,824 132,287 - - 1,002,111

Present value effect on provision (151,821) (31,394) - - (183,215) (27,558) - - (210,773)

Performance of maintenance (464,383) - (98,060) - (562,443) - (100,072) - (662,515)

Present value adjustment – realizations 89,486 - - 21,791 111,277 - - 27,972 139,249

219,824 91,888 (98,060) 21,791 235,443 104,729 (100,072) 27,972 268,072

Current 66,827 - - - 55,869 87,531

Noncurrent 152,997 - - - 179,574 180,541



25. 25PROVISION FOR FUTURE CONSTRUCTION - CONSOLIDATEDThe provision for future construction works matched against intangible assets arises from the amounts to be disbursed to comply with the contractual concession obligations, whose economic benefits have already been recognized by the Company matched against intangible assets. The amounts are adjusted to present value at ra-tes from 11.52% to 25.64% p.a., on average, corresponding to weighted average rates for taking out loans.

This provision is in accordance with the guidance from the Brazilian FASB - (CPC) - OCPC- 05, items 31 to 33, which address construction services not representing potential generation of additional revenue, by which the Company must estimate the amounts referring to these construction works and recognize its liabilities matched against intangible assets at inception of contractual terms. Changes and balances of provisions are as follows:

12/31/2014 ADDITION (*) PAYMENTFINANCIAL

EFFEC12/31/2015 ADDITION PAYMENT

FINANCIAL EFFEC

12/31/2015

Set up of provision for future construction works 21,079 96,896 - - 117,975 - - - 117,975

Present value effect on provision (10,011) (11,316) - - (21,327) - - - (21,327)

Performance of construction (9,577) - (1,150) - (10,727) - (25,140) - (35,867)

Present value adjustment – realizations 8,778 - - 169 8,947 - - 2,164 11,111

10,269 85,580 (1,150) 169 94,868 - (25,140) 2,164 71,892

Current 7,832 43,227 38,124

Noncurrent 2,437 51,641 33,768

(*) The amount of R$85,580 added for the year ended December 31, 2015 relates to future works of Concessionária Ponte Rio-Niterói S.A. - Ecopon-

te acquired in April 2015, through a bidding process with the Brazilian Ground Transportation Authority (ANTT).

26. CONCESSION RIGHTS PAYABLE

I) Fixed and variable fees

12/31/2016 12/31/2015

Installments:

Fixed - Ecovias (a) 26,249 39,378

Variable - Ecosul (e) 196 139

Variable - Ecovias (b) 1,448 1,384

Variable - Ecopistas (b) 380 360

Inspection fee - Eco101 (i) 496 454

Inspection fee - Ecoponte (h) 258 236

Other – Ecovia – Inspection fee (c) 248 238

Other – Ecovia – Highway Patrol fee (d) 355 639

Other – Ecocataratas – Inspection fee (f) 294 279

Other - Ecocataratas - PRE/PRF (k) 1,522 -

Other – Ports - Charges CODESP (j) 995 383

32,441 43,490

Current 25,014 21,369

Noncurrent 7,427 22,121

(a) The highway service concession arrangement of subsidiary Ecovias dos Imigrantes, dated May 27, 1998, subdivides fixed fees into 240 fixed con-

secutive monthly installments, maturing from the first month of collection, adjustable annually based on IGP-M variation disclosed by Fundação

Getulio Vargas (FGV). At December 31, 2016, 16 installments remain unpaid and payments made correspond to 93.33% of total amount (88.33%

at December 31, 2015).

ECORODOVIAS70

12/31/2014 ADDITION (*) PAYMENTFINANCIAL

EFFEC12/31/2015 ADDITION PAYMENT

FINANCIAL EFFEC

12/31/2015

Set up of provision for future construction works 21,079 96,896 - - 117,975 - - - 117,975

Present value effect on provision (10,011) (11,316) - - (21,327) - - - (21,327)

Performance of construction (9,577) - (1,150) - (10,727) - (25,140) - (35,867)

Present value adjustment – realizations 8,778 - - 169 8,947 - - 2,164 11,111

10,269 85,580 (1,150) 169 94,868 - (25,140) 2,164 71,892

Current 7,832 43,227 38,124

Noncurrent 2,437 51,641 33,768

(b) In Ecovias and Ecopistas the variable installment is calculated and

paid monthly at 1.5% of revenue collection.

(c) Payment of an annual inspection fee in monthly installments

during the term of the agreement, which is R$60 per month

from the beginning to the 11th year and R$66 per month from the

12th year to the end of the agreement. At December 31, 2016, the

monthly restated amount is R$248 (R$238 at December 31, 2015).

(d) Payment of a fee to equip the Highway Patrol of subsidiary Ecovia.

(e) The variable installment is calculated and paid monthly at 1% of the

revenue from toll collection.

(f) Payment of an annual inspection fee in 12 monthly installments

of R$77 during the term of the arrangement, adjusted

proportionally to the adjustment ratios to the toll fees. At

December 31, 2016, the adjusted installment is R$294 (R$279 at

December 31, 2015).

(g) Subsidiaries Ecovia and Ecocataratas charge a monthly inspection

fee from the Regulatory Agency of the State of Paraná (AGEPAR

– Agência Reguladora do Paraná), at an amount corresponding to

0.5% of toll collection revenue.

(h) According to the arrangement entered into on May18, 2015, the

amount of R$210 shall be paid as inspection fees up to the end of

the concession period under the same terms and ratios as the high-

way toll. At December 31, 2016, the restated amount is R$258.

(i) The annual amount of inspection fee of Eco 101 shall be R$3,722 di-

vided into 12 installments to be paid to ANTT up to the 5th business

day of the month subsequent to that due and payable. This amount

will be adjusted on an annual basis, on the same date and percenta-

ges of toll price adjustments.

(j) These refer to payments of fees to Companhia de Docas do Estado

de São Paulo – CODESP of subsidiaries Ecoporto Santos and Terma-

res, as releases and handling of containers, berth zone infrastructure

and declaration of customs transit.

(k) Payment of a fee to equip the Highway Patrol. This fee is intended

to acquire equipment used by the Highway Patrol.



Indirect subsidiaries Ecovias dos Imigrantes and Ecopistas have insurance coverage against risks incidental to the development of all activities involved in the concession. The insurance coverage shall be effective until the agreement for the definitive return of the highway system is executed.


Concessionária Ecovias dos Imigrantes S.A.The concession operator has assumed the commitment arising from widening of Imigrantes Highway between km 41.0 and km 58.0 (downward lane), initially estimated to be completed in the first half of 2003. This commitment was fulfilled in advance on December 17, 2002, upon delivery of the construction project.

Empresa Concessionária das Rodovias do Sul S.A. - EcosulThe concession operator has assumed the following commitments arising from the concession:

• Renovation,routinemaintenanceandpavementmaintenance of the five highway stretches that form the system, totaling a length of 509.1 km as estimated in the operating costs and investment schedule of the operation program.

Rodovia das Cataratas S.A. - EcocataratasThe concession operator has assumed the following commitments arising from the concession:

• Renovation,routinemaintenanceandupkeepof pavement in access roads leading to the highways, as follows (except operation)

– 7.64 km of the PR-474 Highway access road between BR-277 and the city of Campo Bonito, State of Paraná.

– 37.03 km of the PR-180 Highway access road between BR-277 and the Juvinópolis district in the city of Cascavel, State of Paraná.

– 13.58 km of the PR-590 Highway access road between BR-277 and the city of Ramilândia, State of Paraná.

– 13.59 km of the PR-874 Highway access road to tourist resort in the city of Santa Terezinha de Itaipu, State of Paraná.

Concessionária das Rodovias Ayrton Senna e Carvalho Pinto S.A. - EcopistasThe concession operator has assumed the following commitments arising from the concession:

• Paymentofconcessionfeeobligations,totalingR$595,157 (R$570,422 adjusted to present value), plus adjustment for inflation based on the IPCA index, of which R$118,800 was paid in June 2009, and the remaining balance was paid in 18 monthly installments. The last obligation was paid on December 31, 2010.

12/31/2016 12/31/2015

2017 - 16,578

2018 7,427 5,543

7,427 22,121

12/31/2016 12/31/2015


Cost (Note 32) 53,079 55,647

Monetary gain or loss on creditor for the concession (Note 33)

4,497 7,352

Payment of principal (68,625) (72,375)


Changes in concession rights payable are as follows:

II) Other commitments related to concession rights

Concessionária Ecovia Caminho do Mar S.A.The concession operator has assumed the commitment arising from renovation, routine maintenance and upkeep of pavement in access roads leading to the highways, as follows (except operation):

• 2.6kmofthePR-804HighwaystretchbetweenBR-277 and PR-408;

• 13.2kmofthePR-408HighwaystretchbetweenMorretes and BR-277;

• 9.6kmofthePR-408HighwaystretchbetweenPR-340 and Morretes;

• 13kmofthePR-411Highwaystretchbetween PR-410 (São João da Graciosa) and Morretes.

ECORODOVIAS72

ECO101 Concessionária de Rodovias S.A.The concession operator has assumed the following commitments arising from the concession:

• Duringtheconcessionperiod,theconcessionoperator shall allocate R$620 p.a. to projects and studies intended for the technological development, according to ANTT regulation.

Concessionária Ponte Rio-Niterói S.A. - EcoponteThe concession operator has assumed the following commitments arising from the concession:

• PaymentofANTTinspectionfeeattheinitialamount of R$2,524 readjusted on an annual basis by the highway toll readjustment rate.

• Duringtheconcessionperiod,theconcession operator shall allocate R$421 p.a. to projects and studies intended for the technological development, according to ANTT regulation.

The concession operators estimate the amounts listed below, at December 31, 2016, to meet investment obligations, renovations and maintenance until the end of the service concession arrangements. These amounts may be changed due to contractual adjustments and periodic reviews of cost estimates during the concession period, being checked at least annually.

12/31/2016

ECOVIAESTIMATED

TERM2017 TO

2021

ECOSULESTIMATED

TERM2017 TO

2026

ECOVIASESTIMATED

TERM2017 TO

2018

ECOCATARATASESTIMATED

TERM2017 TO 2021

ECOPISTASESTIMATED

TERM2017 TO

2039

ECO101ESTIMATED

TERM2017 TO

2038

ECOPONTEESTIMATED

TERM2017 TO

2045

TOTAL

Nature of costs

Improvements in infrastructure

74,129 239,332 115,064 129,623 66,274 1,698,843 725,679 3,048,944

Special conservation (maintenance)

48,232 66,320 228,847 263,317 404,445 546,496 439,444 1,997,101

Equipment 11,265 12,816 43,057 8,496 220,238 334,482 93,520 723,874

TOTAL 133,626 318,468 386,968 401,436 690,957 2,579,821 1,258,643 5,769,919

12/31/2015

ECOVIAESTIMATED

TERM2016 TO 2021

ECOSULESTIMATED

TERM2016 TO 2026

ECOVIASESTIMATED

TERM2016 TO 2018

ECOCATARATASESTIMATED

TERM2016 TO 2021

ECOPISTASESTIMATED

TERM2016 TO 2039

ECO101ESTIMATED

TERM2016 TO 2038

TOTAL

Nature of costs

Improvements in infrastructure

81,162 281,710 171,856 22,937 104,208 1,682,178 2,344,051

Special conservation (maintenance)

51,492 68,158 263,660 284,061 418,976 514,606 1,600,953

Equipment 11,062 16,053 44,418 60,915 207,565 317,588 657,601

TOTAL 143,716 365,921 479,934 367,913 730,749 2,514,372 4,602,605

In January 2017, the São Paulo State Official Gazette published an administrative denial referring to the contractual unbalance arising from changes in the project intended to extend Rodovia Carvalho Pinto, which is under the concession granted to Ecopistas by Artesp, with an additional amount of R$284 million,

from which R$54 million have already been realized in 2016 and R$234 million are expected to be realized in the next years. The Company understands that the additional amount of R$284 million would restore the contractual balance and it intends to demand it before court.



27. INFORMATION ON THE SERVICE CONCESSION ARRANGEMENTS OF SUBSIDIARIES ECOVIA, ECOCATARATAS AND ECOPORTO SANTOS

Additional information on the concession arrangement

EcocataratasRodovia das Cataratas S.A. - Ecocataratas is a party to the Paraná State concession program, duly bid and contracted in 1997, in conjunction with five other concession operators. The concession expires in November 2021.

The Concessionaire and the Granting Authority – the Pa-rana State Department of Roads (DER/PR) entered into an Amendment to the Concession Arrangement 073/97 on October 27, 2016, through which both parties promot-ed the economic and financial balance of the agreement and ended any legal claims relating to this matter.

In November 2016, the decision of the Federal Audit Court deriving from the appreciation of the reexamination requests submitted by the Concessionaires in April 2012 was ruled down, in view of the audit requested by the Brazilian National Congress for concession arrangements of Paraná State highways. This decision determines that the Granting Authority analyze the existence of any economic and financial unbalance in the contracts and adopt the tariff periodic review clause.

Also in December 2016, the decision of the Paraná State Audit Court referring to the preliminary audit report of Ecocataratas’ concession arrangement was ruled down. The referred to judgment partially included the audit report recommendation for implementation of an appropriate audit structure by the Regulatory Bodies, as well as converted this procedure into an extraordinary accountability assessment. The Concessionaire, the Granting Authority and the Regulatory Agency filed appeals on the referred to decision.

There is still no final decision.

Management analyzed these matters in detail and concluded that, although there are associated risks, the likelihood of these events significantly affecting the Company’s financial position and its operations is not probable.

Any decision from the Audit Court may still be subject to analysis before the Judiciary.

EcoviaConcessionária Ecovia Caminho do Mar S.A. is a party to the Paraná State concession program, duly bid and contracted in 1997, in conjunction with five

other concession operators. The concession expires in November 2021.

The former Paraná State Administration between 2002 and 2010 sought to downsize or suppress the State highway concession program through administrative and legal actions. The litigation includes the following main fronts: takeover of concessions, expropriation of controlling shares, attempt to forfeit contracts, denial to adjust tariff from 2003 to 2010, attempt to nullify current contractual amendments and consideration of accounting data to the detriment of regular contractual data. The Paraná State concession operators have succeeded in all the litigation fronts.

The contractual tariff adjustments from 2003 to 2010, systematically denied by the State of Paraná, were implemented under court orders. The parties mutually agreed to settle this matter, and the concessionaires’ right to the tariff adjustments was recognized. The referred to settlement was approved in court and the corresponding claims were ended.

The Company seeks, by legal actions, recognition of events that caused imbalance of the concession contracts. If such events are recognized, they will lead to the right to reinstatement of the original economic/financial status of the agreement.

In view of the current state administration, the concessionaires initiated an amicable contract review process as from August 2011.

In November 2016, the decision of the Federal Audit Court deriving from the appreciation of the reexamination requests submitted by the Concessionaires in April 2012 was ruled down, in view of the audit requested by the Brazilian National Congress for concession arrangements of Paraná State highways. This decision determines that the Granting Authority analyze the existence of any economic and financial unbalance in the contracts and adopt the tariff periodic review clause.

Management analyzed these matters in detail and con-cluded that, although there are associated risks, the likelihood of these events significantly affecting the Com-pany’s financial position and its operations is not probable.

At the moment, it is not possible to predict the deadline for the closure of ongoing proceedings.

Ecoporto Santos S.A.The lease agreement entered into between Companhia Docas do Estado de São Paulo - CODESP and Ecoporto Santos S.A. is a 25-year agreement. Five amendments to the agreement were entered into; however, such terms do not change the term of the

ECORODOVIAS74

agreement, which shall initially expire on June 12, 2023. The Sixteenth Clause of the agreement provides for its extension duly requested up to 12 months prior to the expiration date. The Granting Authority may grant such extension to the extent that Ecoporto Santos has met all legal and contractual obligations. After the establishment of the new regulatory framework of the sector, the Granting Authority became the Special Secretariat of Ports (SEP), recently incorporated by the Ministry of Transportation, Ports and Civil Aviation (MTPAC), and the National Water Transportation Agency (ANTAQ) will be responsible for the inspection and regulation of the sector. Additionally, concerning the agreement extension, compliance with provisions of SEP Ordinance No. 349/2014 and ANTAQ Resolution No. 3220/2014 is deemed necessary, which require that Ecoporto Santos request be accompanied by an Investment Plan, and Environmental, Technical and Economic Feasibility Study (EVTEA), as well as by information required to evaluate compliance with existing contractual obligations. Ecoporto Santos requested the extension of the agreement, attaching the relevant documentation to this proceeding. The investment plan was approved preliminarily by the Ministry of Transportation, Ports and Civil Aviation through Ruling No. 702 of December 8, 2016, and was sent to the National Agency for Waterway Transportation (ANTAQ) for analysis and approval. In view of the current legislation and Ruling No. 702 of the Ministry of Transportation, Ports and Civil Aviation, management considers that the chances of the Lease Agreement extension right being recognized are high, provided that Ecoporto Santos’ performance is maintained and subject to the provisions of ANTAQ

Resolution No. 3220/2014 and of the Port Department (SEP) Ruling No. 349/2014, especially the feasibility study for a new contractual period.

Consequently, the public interest in maintaining the activities will be sustained, and this will be the line of action that Ecoporto Santos will adopt. It should be noted that there is no definitive decision on two class actions, No. 0010874-75.2002.403.6104 and No. 0002925- 92.2005.4.03.6104 (1st Federal Court – Santos Chapter), currently being judged by the Federal Regional Court (TRF) of the 3rd Chapter. These actions question the fairness of the Lease Agreement and the amendments thereto. In 2015, the Federal Regional Court of the 3rd Chapter denied the appeals filed by the Company.

Currently, this proceeding is suspended for 180 days. After this suspension period, there are motions for clarification to be judged by the TRF of the 3rd Chapter. Thereafter, if the decisions are maintained, they will be subject to appeal to the Superior Courts. The Company management maintains its expectation of success in the final decision on these actions, based on opinions of renowned jurists and on decisions relating to administrative proceedings addressing the same matter. There are decisions handed down within the scope of Complaint No. 012.194/2002-1 of the Federal Audit Court and of Administrative Proceeding No. 50300.000155/2013-62 of ANTAQ, on the same matter, recognizing the possibility of extending the lease arrangement. The amortization and depreciation term considers the extension of the concession arrangement for another 25 years (until 2048) and management will assess this scenario on an annual basis.


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Salaries and other obligations payable 6,304 12,653 27,197 39,960

Social Security Tax (INSS) payable 2,043 291 6,807 4,621

Unemployment Compensation Fund (FGTS) payable 415 103 1,700 3,291

Withholding Income Tax (IRRF) payable 1,691 261 3,380 2,832

Accrual for vacation pay 311 476 14,415 21,640

Trade union dues payable - - 808 18

Taxes on accruals - INSS and FGTS 109 168 4,836 7,131

10,873 13,952 59,143 79,493

28. SOCIAL AND LABOR LIABILITIES

Accrued payroll and related charges were recognized in the Company’s P&L under ‘Cost of services’ and ‘Ge-

neral and administrative expenses’, according to the employee’s assignment.



29. PROVISION FOR LOSSES DUE TO TAX, LABOR AND CIVIL CONTINGENCIES

Accounting policyEcoRodovias Group is party to various legal and administrative proceedings. Provisions are recognized for all contingencies in connection with legal proceedings for which it is likely that a cash outflow will be required to settle the contingency/obligation and a reasonable estimate can be made.

COMPANY

CIVIL (A) TOTAL

Balances at December 31, 2014 75 75

(+/-) Supplement (reversal) of provision - -

(-) Payments (75) (75)

(+) Monetary restatement - -

Balances at December 31, 2015 - -

(+/-) Supplement (reversal) of provision - -

(-) Payments - -

(+) Monetary restatement - -

BALANCE AT DECEMBER 31, 2016 - -

CIVIL (A) LABOR (B) TAX (C) TOTAL

Balances at January 1, 2015 128,453 23,905 6,688 159,046

Acquisition of companies (*) 25,103 10,272 8,234 43,609

(+/-) Supplement (reversal) of provision (9,267) 3,430 4,135 (1,702)

(-) Payments (7,259) (5,472) (1,340) (14,071)

(+) Monetary restatement 18,437 7,953 1,789 28,179

(+/-) Reclassifications (493) 493 - -

BALANCES AT DECEMBER 31, 2015 154,974 40,581 19,506 215,061

CIVIL (A) LABOR (B) TAX (C) TOTAL

Balances at January 1, 2016 154,974 40,581 19,506 215,061

Assets and liabilities held for sale (*) (5,616) (21,019) (16,088) (42,723)

(+/-) Supplement (reversal) of provision 6,862 7,796 758 15,416

(-) Payments (2,712) (8,444) (197) (11,353)

(+) Monetary restatement (747) 5,138 1,576 5,967

(+/-) Reclassifications (6,240) 2,571 3,669 -

BALANCES AT DECEMBER 31, 2016 146,521 26,623 9,224 182,368

And unfavorable outcome for such proceedings, either individually or in the aggregate, could lead to a significant adverse effect on the Company’s financial position or business.

Changes in the provision for the year are as follows:

(a) Civil proceedings

The amount provisioned mainly refers to claims for compensation

for damages and losses due to highway accidents. The Company

and its subsidiaries set up other provisions for civil contingencies,

which at December 31, 2016 totaled R$99,778 (R$66,900 at

December 31, 2015), whose likelihood of loss was assessed by the

Company’s legal counsel and management as possible; accordingly,

no provision was recognized.

ECORODOVIAS76

The main proceedings assessed as probable losses, i.e., for which a

provision was recorded, are as follows:

(i) Indirect subsidiary Ecovias is party to a civil class action

brought by the Public Prosecution Office of São Paulo

State against the Company because it understands that the

Concessionaire did not pay the amount relating to environment

compensation on the construction of the descending lane of

Imigrantes highway. The claims made as advanced relief were

dismissed and the interlocutory appeal filed to reverse the

decision was denied. In April 2013, a reconciliation hearing

was held as requested by the Company, in order to try a legal

agreement, which was unsuccessful. Currently, the civil class

action is awaiting the beginning of the expert investigation

(there is no judicial decision thereon thus far). On account

of the possibility of a legal agreement and likelihood of

loss assessed as probable, the amount of R$30,920 was

provisioned at September 30, 2013 (R$45,258 restated at

December 31, 2015), matched against intangible assets, under

“Service concession arrangements”. The assumption for

recording under the heading “Service Concession Agreement”

was made by Company management, considering this value

will be subject to full financial rebalancing of the service

concession agreement with the Granting Authority. On

September 29, 2014, a escrow deposit amounting to R$38,828

was offered and, for December 31, 2016, this deposit amount is

restated at R$46,064 (R$45,258 at December 31, 2015).

(ii) Direct subsidiary Ecoporto Santos filed a precautionary action

with a motion for a preliminary injunction to suspend the

effects of the administrative decision handed down by CADE,

which found the collection of the Segregation and Delivery

of Containers service offensive to the economic order. The

collection was being performed up to August 2012, through

a legal authorization by means of deposit available to the

trial court. Upon the issue of an adverse judgment in August

2012, the Company decided to suspend such collection,

safeguarding the right of collection in due time. Accordingly,

appeals and judicial orders are pending judgment that aims

granting to the Company authorization to recover such

collection. At December 31, 2016, the contingency amounts to

R$72,025 (R$73,111 at December 31, 2015), for which escrow

deposits were made and these restated amounts are equivalent

to the provision set up.

The main proceeding assessed as possible loss, i.e., for which no

provision was recorded, is as follows:

(i) Washington Barbeito de Vasconcellos, Zardust Em

preendimentos Marítimos Ltda. Agnes Dagmar Bullentini

Barbeito de Vasconcellos and Yuri Bullentini Barbeito de

Vasconcellos (“Plaintiff”) filed a lawsuit against the Company

and its subsidiaries Ecoporto Transporte Ltda. (“Ecoporto

Transporte”), Ecoporto Santos S.A. (“Ecoporto Santos”)

and Termares Terminais Marítimos Especializados Ltda.

(“Termares”). Aba Infra-Estrutura e Logística Ltda. (“Aba”)

and FCA Comércio Exterior e Logística Ltda. (FCA”) are

also defendants in the lawsuit. The plaintiffs claim that the

defendants be ordered to pay approximately R$164,760,

restated for December 31, 2015, as a “premium for the sale of

equity interest of COMPLEXO TECONDI”, which supposedly

corresponds to 50% overprice that their former Aba and

FCA shareholders received from the Company for the sale

of Ecoporto Santos. The plaintiffs claim that the defendants

be required to release part of the sale price already paid and

maintained in an escrow account, at the restated amount of

R$86,352 as of December 31, 2015, on the alleged grounds

that this retention would have no legal basis, in addition to a

contractual fine amounting to R$6,045. On July 27, 2015, the

Company challenged the claim together with its subsidiaries.

A reply and rejoinders were filed thereafter. There was no

reconciliation at the hearing designated and a decision by the

judge is now awaited for continuation of the lawsuit. Based on

the opinion of the lawyers engaged in the case, the Company is

confident that the outcome will be favorable, the loss of which

is assessed as possible pursuant to the applicable accounting

standards.

(b) Labor claims

The amount provisioned mainly refers to claims for compensation

for occupational injuries and overtime pay. There are no proceedings

involving an individual significant amount. At December 31, 2016,

there are also other labor claims totaling R$101,328 (R$91,899 at

December 31, 2015), whose likelihood of loss was assessed by the

Company’s legal counsel and management as possible; accordingly,

no provision was set up.

(c) Tax proceedings

The amount provisioned corresponds mainly to rate differences and

tax bases of taxes paid on ancillary revenues. At December 31, 2016,

there are also other tax proceedings totaling R$38,503 (R$19,263

at December 31, 2015), which were assessed as possible losses by

the Company’s legal advisors and management and, therefore, no

provision was set up.

The main tax proceedings are as follows:

Tax proceedings challenging the tax assessment notice issued by

the Brazilian IRS in Pelotas, State of Rio Grande do Sul, for the

nonpayment of income and social contribution taxes on profit

sharing paid to the management of indirect subsidiary Ecosul, and

the challenging of the depreciation rate of improvements made in

concession properties, whose likelihood of an unfavorable outcome

was assessed by the legal advisors as possible. The amount

estimated at December 31, 2016 is R$9,045 (R$8,542 at December

31, 2015).

In August, a decision of the Superior Labor Court (TST) altered

the indexation rate for labor claims. The Daily Reference Rate (TR)

previously used was replaced by Special Extended Consumer

Price Index (IPCA-E) plus 12% interest per annum and shall be

used for the restatement of labor claims retroactively from June

30, 2009. In a recent decision, the Supreme Court of Justice

granted an injunction to a given class entity for the suspension of

restatements by the IPCA-E as determined by the Superior Labor

Court, upholding grounds for discussion on the appropriateness of

applying that restatement.

The Company’s legal counsels believe that there are good grounds

for defense which would afford the Company success in not

applying IPCA-E, and in its opinion represents a possible likelihood

of success.



30. EQUITY – CONSOLIDATED

a) CapitalAt December 31, 2016, fully subscribed and paid-in capital of R$360,900 was divided into 558,699,080 registered common shares with no par value.

The Extraordinary General Meeting held on September 12, 2016 decided to absorb the Company’s accumulated loss, reducing the Company capital from R$1,320,549 to R$360,900.

b) Authorized capitalIn accordance with its Articles of Incorporation, the Company is authorized to increase its capital to up to R$2,000,000, after a Board of Directors’ resolution, subject to the statutory terms and conditions for issue and exercise of preemptive rights.

c) Income reserve – legalLegal reserve is set up based on 5% of the adjusted net income for the period up to a limit of 20% of capital.

On September 12, 2016, the absorption of accumulated losses for 2016 was approved through use of legal reserve totaling R$160,791.

At December 31, 2016, R$7,791 was recorded as follows:

R$43,013 referring to interim dividends for 2016 - as follows:

2016

Loss for the year (964,622)

Absorption of loss through legal reserve 160,791

Absorption of loss through capital 959,649

155,818

Setup of legal reserve (7,791)

d) Income reserve – capital budgetAt December 31, 2016, no income reserve was recorded.

e) Proposed dividendsShareholders are entitled to dividends and/or interest on capital of at least 25% of the adjusted net income for the period, calculated in conformity with Article 202 of Law No. 6404/76.

For the year ended December 31, 2016, R$146,538 were paid - R$103,525 referring to 2015 and

2016 2015

Income/(loss) for the year (964,622) 108,974

Absorption of loss through legal reserve

160,791 -

Absorption of loss through capital

959,649 -

155,818 108,974

Setup of legal reserve (7,791) (5,449)

Dividend calculation base 148,027 103,525

Interim dividends paid (43,013) -

Mandatory minimum dividends

- (25,881)

Dividends paid (payable) in the following year

(105,014) (77,644)

f) Capital reserve - stock option planThe Company measures the cost of share-settled transactions with management based on the fair value of membership certificates on their grant date. In order to determine fair value, the Company contracts an external pricing specialist.

The cost of equity-settled transactions is recognized under “personnel expenses” together with a corresponding increase in equity, over the period in which the performance and/or service conditions are met, ending on the date on which the relevant employees become fully entitled to the award (vesting date).

Equity-settled transactions in which the plan is changed, the minimum expense recognized under “Personnel expenses” corresponds to the expenses as the terms had not been changed. An additional expense is recognized for any change that increases the total fair value of the equity-settled payment agreement.

The outstanding options dilution effect is reflected as additional share dilution in the calculation of diluted earnings per share.

The purpose of the stock option plan issued in 2010 is to allow beneficiaries to become the Company’s shareholders and participate directly and actively in bringing positive results to the Company. Statutory officers of the Company

ECORODOVIAS78

and its subsidiaries, key management personnel that are not statutory managers are eligible to the plan.

The option grant should not exceed 2% of the Company’s effectively issued common shares, which shall only be treasury shares.

The price of options will correspond to the Company’s share price, adjusted to inflation based on IPCA or another similar index selected at the Company’s Annual General Meeting.

The Board of Directors made 11,666,277 common shares available for the plan, as follows:

DATE1ST GRANT

08/31/20102ND GRANT03/22/2011

3RD GRANT04/25/2012

4TH GRANT04/25/2013

5TH GRANT04/28/2014

Number of stock options 685,764 1,212,045 1,524,074 2,594,808 5,649,586

Price in the period - R$ per share R$9.95 R$13.06 R$13.58 R$17.51 R$12.18

Adjustment index IPCA IPCA IPCA IPCA IPCA

DATE1ST

GRANT2ND

GRANT3RD

GRANT4TH

GRANT5TH

GRANTTOTAL

At December 31, 2010 685,764 - - - - 685,764

Granted - 1,212,045 - - - 1,212,045

Exercised (21,942) - - - - (21,942)

Cancelled (17,553) - - - - (17,553)

At December 31, 2011 646,269 1,212,045 - - - 1,858,314

Granted - - 1,524,074 - - 1,524,074

Exercised (257,410) (196,899) - - - (454,309)

At December 31, 2012 388,859 1,015,146 1,524,074 - - 2,928,079

Granted - - - 2,594,808 - 2,594,808

Exercised (79,886) (168,658) (96,913) - - (345,457)

Cancelled (81,715) (246,373) (377,491) (622,951) - (1,328,530)

At December 31, 2013 227,258 600,115 1,049,670 1,971,857 - 3,848,900

Granted - - - - 5,649,586 5,649,586

At December 31, 2014 227,258 600,115 1,049,670 1,971,857 5,649,586 9,498,486

Cancelled (39,361) (85,320) (131,443) (37,158) (723,967) (1,017,249)

At December 31, 2015 187,897 514,795 918,227 1,934,699 4,925,619 8,481,237

Cancelled - - (26,454) (334,426) (945,785) (1,306,665)

Expired (187,897) - - - - (187,897)

AT DECEMBER 31, 2016 - 514,795 891,773 1,600,273 3,979,834 6,986,675

The Company recognizes in P&L, during the year services are provided, the vesting period and the costs of the compensation paid to beneficiaries based on the fair value of the stock options on grant date, using the Black-Scholes pricing model to measure the fair values of the stock options. For the year ended December 31, 2016, the Company recorded R$2,768 (R$4,910 at December 31, 2015) under ‘Stock option plan’.

The Company will settle this stock option plan by delivering its own shares, which will be held in treasury up to the actual exercise of the stock options by the beneficiaries.

Changes in the number of stock options are as follows:



The right to exercise the option will vest under the conditions and terms presented below:

YEARAVERAGE STRIKE

PRICE IN R$NUMBER OF

SHARES

AVERAGE FAIR VALUE OF

OPTION IN R$

TOTAL COST

EXERCISE PERIOD

2017 18.85 1,395,027 3.16 4,408 11 months

2018 14.92 994,960 2.10 2,089 23 months

2,389,987 2.63 6,497

1ST

PROGRAM2ND

PROGRAM3RD

PROGRAM4TH

PROGRAM

Date 08/31/2010 05/30/2012 06/05/2013 06/06/2014

Term 365 days 365 days 365 days 365 days

Weighted average number of outstanding common shares

144,003,000 143,737,879 200,669,081 199,611,859

Maximum number of common shares to be acquired 4,000,000 1,500,000 1,700,000 2,400,000

COMPANY AND CONSOLIDATED

SHARES AVERAGE COST R$ PER

SHARE NUMBER AMOUNT

Closing balance at December 31, 2011 149,502 (2,011) 13.45

Exercised in 2012 (454,309) 6,945 15.29

Buyback in 2012 480,495 (7,759) 16.15


Exercised in 2013 (345,457) 5,883 17.03

Buyback in 2013 712,482 (11,546) 16.21

Transfer to chief officers (3) - 17.03


Buyback in 2014 1,690,282 (20,979) 12.36

Closing balance at December 31, 2014 2,232,992 (29,467) 13.20

Closing balance at December 31, 2015 2,232,992 (29,467) 13.20

CLOSING BALANCE AT DECEMBER 31, 2016 2,232,992 (29,467) 13.20

g) Treasury shares

Accounting policyOwn equity instruments that are repurchased (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in the income statement upon purchase, sale, issue or cancellation of Company’s own equity instruments. Any difference between carrying amount and consideration is recognized in other capital reserves.

The Board of Directors approved four Share Buyback Programs, which will take place without capital reduction and with the use of reserves, for cancellation or holding in treasury, as well as for resale, placement in the market or as collateral for the Company’s stock option plans, as follows:

Changes in treasury shares are as follows:

ECORODOVIAS80

The Company holds 2,232,992 common shares held in treasury calculated based on their average quotation on the last trading session at December 30, 2016, i.e., R$18,400. Total amount of these shares, based on the trading session average quotation at December 30, 2016, is R$8.24.

The Company recognized a reserve for future purchase of shares under the stock option plan in the amount of R$50,285, which was transferred to line item ‘Capital reserve’, as provided for by the Articles of Incorporation.

h) Noncontrolling shareholders

concession arrangement, revenue received is allocated in reference to fair value related to services delivered.

(c) Port revenues arise from port operations, in addition to handling and storage of import and export cargo with a specific terminal in the port of Santos.

Revenue earned by direct subsidiaries operating in Santos Port: Ecoporto Santos, Ecoporto Transportes and Termares.

(d) Ancillary revenues refer to other revenues of highway concessionaires, such as the lease of area for fiber optics, use of highway land, sales of advertising, implementation and concession of access ways and other.

(e) Intercompany revenues refer to revenue from the rendering of administrative, financial, human resources, information technology, engineering and corporate procurement services for EcoRodovias Group companies.

Taxes on services renderedRevenues and expenses are recognized net of taxes on services rendered, except when the taxes on services rendered incurred in the purchase of goods or services are not recoverable from the relevant tax authorities. In this case, taxes on services rendered are recognized as part of acquisition cost of the asset or expense item, as applicable; and when amounts receivable and payable are presented together with the amount of taxes on services rendered.

When the net amount of taxes on services rendered, recoverable or payable, is included as a component of amounts receivable or payable in the statement of financial position.

12/31/2016 12/31/2015


Profit sharing 15,488 6,798

Recognized options granted 42 81

Capital contribution from noncontrolling shareholder

4,200 -

Payment of dividends to noncontrolling shareholders

(3,126) (4,717)


12/31/2016 12/31/2015

Revenue from toll collection (a) 2,261,451 2,108,187

Construction revenue (b) 451,408 443,090

Port revenue (c) 290,501 352,702

Ancillary revenues (d) 75,746 71,905

Revenue from services rendered – intercompany (e)

7,779 13,728

Total gross revenue 3,086,885 2,989,612

Deductions from revenue (*) (257,889) (253,893)

NET REVENUE 2,828,996 2,735,719

31. NET REVENUE – CONSOLIDATED

Accounting policy

RevenuesRevenue is measured at fair value of the consideration received or receivable, less any estimates of cancellations, and the income from operations is determined in accordance with the accrual basis of accounting, as follows:

(a) Revenues from tolls, recognized when users pass through the toll plaza.

Revenues from advance sales of toll coupons are recorded as “Deferred income” in noncurrent liabilities, under “Other accounts payable”, and are allocated as income to P&L for the year as users pass through the toll plaza.

(b) Revenue related to construction or improvement services under the service concession agreement is recognized based on the stage of work completion. Revenues from operations or construction are recognized for the period in which the services are rendered by the Company. When the Company renders more than one service under a service



(*) Construction revenue is not subject to tax on revenue. The table below presents taxable revenues for an appropriate analysis of revenue deductions:

12/31/2016 12/31/2015

Tax base

Revenue from toll collection 2,261,451 2,108,187

Port revenues 290,501 352,702

Ancillary and intercompany revenues 83,525 85,633

2,635,477 2,546,522

Deductions

Cofins (i) (106,298) (106,040)

PIS (ii) (23,087) (22,996)

ISS (iii) (128,302) (124,616)

Other - ICMS (202) (241)

(257,889) (253,893)

(i) Rate for: concessionaires 3% and ports and logistics 7.6%.

(ii) Rate for: concessionaires 0.65% and ports and logistics 1.65%.

(iii) Rate average of 4.8%.

32. OPERATING COSTS AND EXPENSES – BY NATURE


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Personnel 14,475 29,351 332,643 388,326

Maintenance, upkeep and other 223 416 82,305 91,316

Third-party services (*) 7,470 14,898 272,504 244,336

Insurance (Note 37) 190 371 19,750 19,687

Depreciation and amortization 658 689 339,966 344,208

Granting authority (Note 26) - - 53,079 55,542

Lease of real estate, machinery and forklifts 1,225 1,797 30,114 30,468

Provision for maintenance - - 104,729 91,888

Cost of construction work - - 451,408 443,090

Other operating costs and expenses 1,048 1,802 69,699 78,637

25,289 49,324 1,756,197 1,787,498

Classified as:

Cost of services rendered - - 1,545,435 1,481,823

General and administrative expenses 25,289 49,324 210,762 305,675

25,289 49,324 1,756,197 1,787,498

(*) The third-party services are basically composed of assurance and advisory services, freight, cleaning services, surveillance, ambulances, rescues and removals.

ECORODOVIAS82

33. FINANCIAL INCOME (EXPENSES)

12/31/2016 12/31/2015

Basic earnings/(loss) – P&L for the year (1.73) 0.20

Diluted earnings/(loss) – P&L for the year (1.71) 0.19

Basic earnings/(loss) – P&L from continuing operations (0.47) 0.24

Diluted earnings/(loss) – P&L from continuing operations (0.46) 0.23


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Financial income:

Short-term investments yield 5,834 9,859 101,875 86,500

Intercompany loans 4,317 12,570 - -

Monetary restatement of tax credits 3,793 4,077 14,652 29,847

Exchange gain or loss on loans - - 19,954 -

Other 1 8 2,056 13,302

13,945 26,514 138,537 129,649

Financial expenses:

Interest on debentures (54,932) (60,532) (364,312) (329,445)

Interest on loans and financing and finance lease - (37,192) (102,085) (89,800)

Monetary gain or loss on debentures - - (145,412) (218,877)

Monetary gain or loss on concession fee obligations (Note 26)

- - (4,497) (6,215)

Amortization of costs incurred to issue debentures (607) (732) (9,118) (9,706)

Present value adjustment – provision for maintenance and construction work

- - (30,136) (21,960)

Bank expenses (10) (8) (240) (515)

Monetary gain or loss on loans - - (1,763) (33,573)

Exchange gains (losses) on loans - - - (33,064)

Interest on intercompany loans (35,756) (19,186) - -

Monetary restatement – contingencies (408) (48) (13,564) (19,503)

Charges on lease - - (29) -

Other (38,574) (8,873) (21,741) (30,200)

(130,287) (126,571) (692,897) (792,858)

FINANCIAL INCOME (EXPENSES), NET (116,342) (100,057) (554,360) (663,209)

34. EARNINGS/(LOSS) PER SHARE – CONSOLIDATED



a) Basic earnings/(loss) per share

12/31/2016 12/31/2015

Income/(loss) attributable to controlling shareholders (964,622) 108,974


Weighted average number of common shares issued 558,699 558,699

Weighted average of treasury shares (2,233) (2,233)

Weighted average number of outstanding common shares 556,466 556,466

Basic earnings/(loss) per share – R$ (1.73) 0.20

Basic earnings/(loss) per share from continuing operations - R$ (0.47) 0.24

12/31/2016 12/31/2015



Weighted average number of outstanding common shares 556,466 556,466

Adjustments for stock option plan 2,233 2,233

Executive plan for stock option plan 6,987 8,487

Weighted average number of common shares for diluted earnings/(loss) 565,686 567,186

Diluted earnings/(loss) per share – R$ (1.71) 0.19

Diluted earnings/(loss) per share from continuing operations - R$ (0.46) 0.23

b) Diluted earnings/(loss)

35. PROFIT SHARING (PLR)The Company and its subsidiaries’ policy provides for paying employees’ profit sharing, tied to the attainment of specific goals and targets, which are established and paid in accordance with the collective labor agreement entered into with the employees’ union. At the year ended December 31, 2016, profit sharing totaled R$4,300 (R$5,529 at December 31, 2015), which was allocated to profit or loss under line items “Cost of services rendered” and “General and administrative expenses”.

ECORODOVIAS84

36. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS – CONSOLIDATED

Capital management

EcoRodovias Group manages its equity capital to ensure that its companies are able to carry out their ordinary activities while maximizing returns of all interested or involved parties by optimizing debt and equity balances.

The Company’s capital structure consists of its net debt and its equity.

The Company reviews its capital structure on a half-yearly basis. As part of this review, it considers the cost of capital and inherent risks to each capital class.

Debt-to-equity ratios


12/31/2016 12/31/2015 12/31/2016 12/31/2015

Debt (a) - 615,113 4,962,701 5,323,701

Debt (a) Cash and cash equivalents and marketable securities - restricted

(3,096) (62,873) (658,623) (823,217)

Net debt (3,096) 552,240 4,304,078 4,500,484

Equity (b) 499,963 1,582,475 572,546 1,638,454

NET DEBT-TO-EQUITY RATIO (0.01) 0.35 7.52 2.75

(a) Debt is defined as current and noncurrent loans and financing, finance lease, debentures and concession rights payable, as detailed in Notes 20, 21,

22 and 25.

(b) Equity includes all the Company’s capital and reserves, managed as capital.

General considerations

• ManagementoftheCompanyanditssubsidiariesselects the financial institutions in which short-term investments can be made and sets the limits of the fund allocation percentages and amounts to be invested in each financial institution. Short-term investments are defined as loans and receivables.

• Short-terminvestmentsandmarketablesecurities – restricted: consisting of CDBs and fixed income investment funds, bearing weighted average rates of 99.8% of the CDI, which reflect the market conditions at the statement of financial position dates.

• Customers:arisedirectlyfromtheCompany’soperations, are classified as loans and receivables and recorded at original amounts, subject to provision for losses and present value adjustment, when applicable.

• Loans,financing,financelease,debenturesandconcession rights payable: classified as other financial liabilities; therefore, not measured at fair value, and accounted for based on the contractual amounts established for each transaction, as shown in Notes 20, 21, 22 and 25.



Fair value of financial assets and liabilitiesThe book and market values of the main consolidated financial instruments of the Company and its subsidiaries at December 31, 2016, are as follows:

CLASSIFICATIONBOOK

BALANCEFAIR

VALUE

Assets:

Cash and banks Loans and receivables 32,806 32,806

Trade accounts receivable (a) Loans and receivables 154,790 154,790

Short-term investments and marketable securities (b)

Loans and receivables 625,817 625,817

Liabilities:

Trade accounts payable (a) Other financial liabilities 76,626 76,626

Loans and financing and finance lease (c) Other financial liabilities 823,632 832,632

Debentures (c) Other financial liabilities 4,106,628 4,106,628

Concession rights payable (d) Other financial liabilities 32,441 31,378

Phantom Stock Option (e) Other financial liabilities 6,575 6,575

(a) The balances of ‘Trade accounts receivable’ and ‘Trade accounts payable’ mature substantially within 45 days; therefore, they approximate the

fair value expected by the Company.

(b) The balances of short-term investments and marketable securities approximate fair value at the statement of financial position date.

(c) Loans, financing, finance lease and debentures approximate fair value at the statement of financial position date.

(d) Calculated excluding the adjustment to present value of the fixed installments of “Concession rights payable”.

(e) The phantom stock option amount is recorded under social and labor liabilities.

Risk managementThe Company is exposed to market risk, credit risk, and liquidity risk. Company management oversees the management of these risks, which are as follows:

a) Market risk Market risk is the risk that the fair value of

future cash flows from a financial instrument will fluctuate due to market price changes. For the Company, market prices comprise currency risk and interest rate risk.

i) Currency risk The currency risk arises from the possible

fluctuation of the exchange rates of foreign currencies used by certain Company’s subsidiaries, with which foreign currency-denominated equipment financing contracts are entered into.

At December 31, 2016 and 2015, debt balance in foreign currency – Finimp, is as follows:

12/31/2016 12/31/2015

Ecoporto Santos S.A. - US$ 32,215 31,647

ii) Interest rate risk The Company and its subsidiaries’ interest

rate risk arises from short-term investments and loans bearing interest according to floating interest rates, which may be pegged to fluctuations in inflation rates. This risk is managed by the Company through maintenance of loans at fixed and floating interest rates.

ECORODOVIAS86

EcoRodovias Group’s exposure to the interest

rates of financial assets and liabilities is described in item ‘Liquidity risk management’ of this Note.

Pursuant to its financial policies, the Company and its subsidiaries have been investing its funds in first-tier financial institutions and have not entered into transactions with financial instruments for speculative purposes.

b) Credit riskFinancial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and banks, short-term investments and trade accounts receivable.

The Company maintains bank checking accounts and short-term investments with first- class financial institutions, approved by management, in accordance with objective criteria for credit risk diversification.

At December 31, 2016, the Company recorded receivables from Serviços de Tecnologia de Pagamentos S.A. - STP amounting to R$110,214 (R$105,115 at December 31, 2015), arising from toll revenues collected by the electronic payment system (“Sem Parar”), recognized under “Trade accounts receivable”.

c) Liquidity riskLiquidity risk is managed by the Company, which has an appropriate model of risk and liquidity management to control fund raising needs and management of liquidity in the short-, mid- and long-term. The Company manages liquidity risk, maintaining adequate reserves, bank credit lines and credit lines for raising loans it may judge appropriate through the continuous monitoring of forecasted and actual cash flows, and also by combining the maturity profile of financial assets and liabilities.

Contractual maturity is based on the most recent date on which the Company and its subsidiaries should settle the related obligations:

TYPEEFFECTIVE INTEREST

RATE (WEIGHTED AVERAGE) - % P.A.

NEXT 12 MONTHS

BETWEEN 13 AND 24

MONTHS

BETWEEN 25 AND 36

MONTHS

37 MONTHS

ONWARD

Debentures ECOVIA 115.0% CDI 170,831 - - -

Debentures ECOSUL 115.0% CDI 176,804 - - -

Debentures - ECS CDI + 1.18% p.a. 39,968 241,704 - -

Debentures - ECS CDI + 1.42% p.a. 64,506 53,654 218,999 191,842

Debentures - ECS CDI + 0.79% p.a. 104,547 88,881 - -

Debentures - ECS 114.0% CDI 35,888 219,208 - -

Debentures - Ecoporto Santos CDI + 1.85% p.a. 196,935 147,580 128,953 -

Promissory note Cataratas CDI + 2.65% p.a. 226,604 - - -

BNDES - Ecopistas TJLP + 2.45% p.a. 39,548 37,246 34,835 71,307

BNDES - Cataratas TJLP + 2.10% p.a. 7,223 3,970 - -

BNDES - Eco101 TJLP + 3.84% p.a. 32,362 35,139 35,139 329,961

Finame - Cataratas TJLP + 3.21% p.a. 95 - - -

Finame - Cataratas TJLP + 2.10% p.a. 62 - - -

BNDES - Eco101 UMSELIC+4.87%p.a. 55,937 - - -

Debentures - ECS IPCA + 5.00% p.a. 13,666 133,597 136,401 -

Debentures - Ecopistas IPCA + 8.25% p.a. 101,721 95,791 116,425 454,136

Debentures - ECS IPCA + 5.35% p.a. 36,547 32,939 35,679 822,480

Debentures - Ecovias IPCA + 3.80% p.a. 17,487 11,255 160,233 164,909

Debentures - Ecovias IPCA + 4.28% p.a. 67,046 43,163 46,755 1,540,214

>> CONTINUED



TYPEEFFECTIVE INTEREST

RATE (WEIGHTED AVERAGE) - % P.A.

NEXT 12 MONTHS

BETWEEN 13 AND 24

MONTHS

BETWEEN 25 AND 36

MONTHS

37 MONTHS

ONWARD

BNDES - Ecopistas IPCA + 2.45% p.a. 7,436 7,027 6,636 25,365

Lease ECOSUL 25.13% p.a. 116 29 - -

Lease ECO101 21.27% p.a. 122 122 122 -

Finame ECOSUL 6.00% p.a. 61 58 55 48

Finame - Cataratas 2.50% p.a. 50 49 47 129

Finame - Cataratas 3.00% p.a. 57 28 - -

Finame - Ecoporto Santos 6.00% p.a 2,122 2,018 1,912 1,147

Finame - Termares 7.70% p.a. 888 - - -

Finame - Cataratas 6.00% p.a. 236 224 212 92

Finimp - Ecoporto Santos Libor6M + VC + 5.2% p.a. 49 - - -

Finimp - Ecoporto Santos Libor6M + VC + 2.0% p.a. 19,272 18,746 18,214 59,534

INTEREST TO BE INCURRED

TRANSACTION RISKSCENARIO I

- PROBABLESCENARIO II

- 25%SCENARIO III

- 50%

Interest on short-term investments (g)

CDI write-off 44,613 33,460 22,307

Interest on debentures (a) CDI increase (254,771) (287,985) (320,758)

Interest on debentures (c) IPCA increase (188,584) (191,982) (195,407)

Promissory notes (a) CDI increase (44,308) (46,503) (47,772)

Loans and financing (f)Currency basket increase

(661) (826) (991)

Loans and financing (e) US$ increase (3,575) (4,895) (6,386)

Loans and financing (d) TJLP increase (35,312) (44,140) (52,968)

Loans and financing (c) IPCA increase (2,806) (3,507) (4,208)

Interest on concession rights payable (b)

IGP-M increase (74) (92) (11)

Interest to be incurred, net (485,478) (546,470) (606,194)

>> CONTINUATION

Sensitivity analysis

Risk of changes in interest ratesThe sensitivity analysis was determined based on the exposure to interest rates of non- derivative financial instruments at year-end. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability outstanding at year-end was outstanding during the entire year.

The sensitivity analysis was developed considering exposure to the variation in CDI, TJLP, IPCA and IGP-M and currency basket, the main indices of debentures and loans and financing contracted by the Company and its subsidiaries:

ECORODOVIAS88

Loans in foreign currency outstanding at December 31, 2016 are subject to fixed interest rate and were measured at amortized cost.

The rates considered (projected for 12 months, except for Libor, projected for six months) are as follows:

INDEXSCENARIO I

- PROBABLESCENARIO II

- 25%SCENARIO III

- 50%

CDI (a) 10.25% 12.81% 15.38%

IGP-M (b) 4.76% 5.95% 7.14%

IPCA (c) 4.65% 5.81% 6.98%

TJLP (d) 7.50% 9.38% 11.25%

US$ (e) 3.4900 4.3625 5.2350

Currency basket - UMBNDES (f) 1.7866 2.2333 2.6799

CDI (g) 10.25% 7.69% 5.13%

Libor6M 1.3177 1.6471 2.0589

TYPE COVERAGE

Warranty insurance R$1.2 million

All risk – sundry R$3.2 million

All risk – civil liability R$1.3 million

All risk – property damage R$11.7 million

Insurance - head office R$4 million

All risk – loss of revenue R$1.8 million

Vehicles FIPE table

All risk - maintenance and upkeeping

R$200 million

All Risk – port operations US$230 million

Multiple peril R$21 million

Gains and losses on these transactions are consistent with the policies and strategies established by management of the Company and its subsidiaries.

37. PRIVATE PENSION PLAN – CONSOLIDATEDThe Company has a private pension plan, under the defined contribution category, the costs of which are perfectly predictable and subject to control and administration. For the year ended December 31, 2016, the Company and its subsidiaries contributed R$4,012 (R$4,024 at December 31, 2015), recorded under “General and administrative expenses”.

38. INSURANCE COVERAGE – CONSOLIDATEDThe Company and its subsidiaries have insurance coverage based on the risks associated with its operations. Service concession agreements require concession operators to write insurance and maintain umbrella insurance coverage to maintain and guarantee their regular operations. Policies cover civil liability, according to the related service concession agreement, operational engineering risks, including problems faced during the construction stage, geological changes, fire and natural disasters (floods and landslides), property damages, and loss of revenue due to blockage of highways.

At December 31, 2016, the Company’s insurance coverage by insurance line is as follows:



39. SEGMENT REPORTING – CONSOLIDATEDThe Company’s operating segments are reported in line with the internal reports provided to the Chief Operating Decision-maker (CODM).

For purposes of performance evaluation, the set of information on the segments and fund allocation is analyzed.

The main segmentation by line of business is based on:

a) ConcessionsHighways are the longest and most developed modes of transport in Brazil. The highway concessions connect major industrial, production, consumption and tourist centers, and the Brazil’s three largest ports (Santos, Paranaguá and Rio Grande), in addition to providing access to other countries of the Mercosur. This segment includes the following companies: Concessionária Ecovias dos Imigrantes S.A. Concessionária Ecovia Caminho do Mar S.A. Empresa Concessionária de Rodovias do Sul S.A. - Ecosul, Concessionária das Rodovias Ayrton Senna e Carvalho Pinto S.A. - Ecopistas, Rodovia das Cataratas S.A. - Ecocataratas, ECO101 Concessionária de Rodovias S.A. and Concessionária Ponte Rio Niterói S.A. - Ecoponte.

b) Holding and servicesThis segment includes EIL01, EIL02, EIL03 and EIL04 and EcoRodovias Concessões e Serviços S.A., as holding companies in the concessionaire segment and the parent company EcoRodovias Infraestrutura e Logística S.A.

c) PortsThis segment comprises port operations, as well as import and export cargo handling and warehousing activities, in its own terminal in the Port of Santos. Therefore, in this segment the following companies are stated: Ecoporto Santos S.A., Termares – Terminais Marítimos Especializados Ltda and Ecoporto Transporte Ltda.

Net revenue by segment is broken down as follows:

The performance of the Company’s segments was assessed based on the net operating revenue, profit for the year, and noncurrent assets. This measurement base excludes the effects of interest, income and social contribution taxes, and depreciation and amortization.

12/31/2016 12/31/2015

Concessions 86.0% 82.6%

Ports 8.5% 10.6%

Holding and services 5.5% 6.8%

ECORODOVIAS90

The tables below include summarized financial information relating to the segments as of December 31, 2016 and 2015. The amounts of P&L and total assets provided to the Executive Committee match the balances recorded in the financial statements, as well as the accounting practices adopted:

12/31/2016

ACCOUNTS CONCESSIONS PORTSHOLDING AND

SERVICES

Current assets 744,239 44,415 320,877

Noncurrent assets 4,189,789 693,763 3,886,684

Total assets 4,934,028 738,178 4,207,561

Current liabilities 1,093,573 251,156 270,215

Noncurrent liabilities 2,406,291 431,859 2,541,277

Equity 1,434,164 55,163 1,396,069

Total liabilities and equity 4,934,028 738,178 4,207,561

Net revenue 2,584,514 254,392 163,820

Cost of services rendered (1,286,609) (124,927) (91,764)

Gross profit 1,297,905 129,465 72,056

Operating income (expenses) (144,068) (183,662) (396,068)

Equity pickup - - 750,819

Operating income/loss before financial income (expenses) 1,153,837 (54,197) 426,807

Financial income (expenses) (298,181) (57,272) (198,327)

Operating income/loss before taxes 855,656 (111,469) 228,480

Income and social contribution taxes (277,782) (206,568) 4,406

Net income/loss for the year 577,874 (318,037) 232,886

Income (loss) from discontinued operations - - (689,301)

P&L for the year 577,874 (318,307) (456,415)

Attributable to:

Company 562,386 (318,307) (456,415)

OTHER SHAREHOLDERS 15,488 - -



ACCOUNTS CONCESSIONS PORTSHOLDING AND

SERVICES

Current assets 680,092 59,949 389,659

Noncurrent assets 3,976,636 918,789 4,071,385

Total assets 4,656,728 978,738 4,461,044

Current liabilities 1,068,522 201,649 279,595

Noncurrent liabilities 2,331,889 606,557 1,727,390

Equity 1,256,317 170,532 2,454,059

Total liabilities and equity 4,656,728 978,738 4,461,044

Net revenue 2,434,280 313,056 200,448

Cost of services rendered (1,282,336) (187,852) (107,721)

Gross profit 1,151,944 125,204 92,727

Operating income (expenses) (151,914) (155,292) (79,684)

Equity pickup - - 668,085

Operating income/loss before financial income (expenses) 1,000,030 (30,088) 681,128

Financial income (expenses) (352,777) (119,375) (191,046)

Operating income/loss before taxes 647,253 (149,463) 490,082

Income and social contribution taxes (207,988) 48,875 (89)

NET INCOME/LOSS FOR THE YEAR 439,265 (100,588) 489,993

ECORODOVIAS92

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