2012 Annual sustainability report [PDF]

2012 Annual sustainability report

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Summary —

2

Message from the CEO

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Summary of the Sections

10

Profile

22

Corporate Governance

34

Scenario and Strategy

42

Economic-Financial Performance

50

Operational Performance

58

Social and Environmental Performance

94

About the Report

96

Application Level of the Report

104

Attachment

108

Corporate Information

Message from the CEO — [GRI 1.1]

The year 2012 marked a milestone in the history of the EcoRodovias Group. We expanded our logistics chain with the acquisition of Ecoporto Santos (formerly Tecondi Complex), formed by the companies Tecondi, Termares, and Termlog and located in an advantaged area near Anchieta Highway, which is of great strategic importance for our operations. In addition, we realized two new achievements in the highway sector: we won the concession bid for a 475.9 km stretch of BR-101, the main north-south integrated corridor in the state of Espírito Santo; and we signed an amendment with ARTESP and the government of the state of São Paulo authorizing Ecovias dos Imigrantes to invest around R$ 328 million in new projects in the Santos region to improve traffic and eliminate bottlenecks in the flow of vehicles in the region. As a result of integration in the port sector, the development of the logistics area, and the assets of highway concessions, EcoRodovias had a growth of 33.9% in gross revenue, totaling R$ 2,657.1 million. The highway concession sector accounted for 71.7% of this total, reaching 207.3 million equivalent paying vehicles in 2012, 3.5% higher than in 2011. We have improved the operation of our business units and, since the end of 2011, intensified studies and analyses to enter the airport sector, another strategic area for the business conducted by the Group. To this end, there has also been a change in the corporate structure: Impregilo International Infrastructures N.V., one of the majority shareholders with equity interest of 29.2% in the EcoRodovias Group, transferred 19% to Primav Construções e Comércio S.A., and the rest to the market. This has resulted in Primav becoming the majority shareholder, hold-

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ing 64,0% of the shares. (The remaining 36,0% are outstanding shares.)*. In 2012 we also celebrated the 10th anniversary of Imigrantes Highway descending lane, a project considered a benchmark in Brazilian highway engineering and also a source of pride for all employees of the EcoRodovias Group. We joined the campaign “Por uma estrada sem acidentes” (“For an accident-free highway”), launched in 2012 by the United Nations, with the challenge of reducing by 50,o% the number of highway accidents worldwide. In this first year, we have already had significant results in Ecovias dos Imigrantes, the first company in the Group to integrate the initiative: total deaths from highway accidents dropped from 114 to 80 compared with the previous year - the lowest number ever recorded in the history of the concessionaire. Our goal is to improve highway safety with preventive actions, user-awareness campaigns, and highway improvements. In the 2012 balance sheet, financial results were equally positive. Net revenues increased by 31.8%, and net earnings were 10.2% higher than in the previous fiscal period. Adjusted EBITDA reached R$ 1,265.9 million, with an adjusted margin of 60.0%. Throughout the year, the price of EcoRodovias shares grew by 24.0% in BM&FBOVESPA. We credit these achievements to the consistency of our multidisciplinary management, which adopts the best corporate governance

— *The change occurred in January 2013.

ECORODOVIAS

practices, focusing on sustainable growth, information transparency, financial soundness, and appreciation of human capital. As a result of our actions, we managed to remain listed in BM&FBOVESPA’s Corporate Sustainability Index (Índice de Sustentabilidade Empresarial ISE) and were classified as a Model Company in Exame magazine’s Sustainability Guide. Other examples of public recognition also make us proud: for the fourth year, we have been on the list of the “150 Best Companies to Work for in Brazil,” as determined by the magazines Você S.A. and Exame in partnership with Fundação Instituto de Administração – FIA; and for two consecutive years, the company has been included in the ranking of The 130 Best Companies to Work For, prepared by Época magazine/ Great Place to Work. We are optimistic about the concession bids of nine lots of federal highways scheduled for 2013, for the airport bids planned for the same year, and also for the new regulatory framework for ports. It is expected that incentives for the participation of the private sector will favor new business opportunities and make it possible to further improve general traffic conditions on highways and the conditions for passengers and cargo at airports and ports in Brazil. The future scenario also seems promising in light of the sports calendar, with two major international events—the 2014 FIFA World Cup and the 2016 Olympic Games—which will certainly drive the entire national economy in a positive direction in the highway, logistics, and airport sectors.

Ecopistas

Our growth perspectives and our new business expansion activities in logistics and highway infrastructure are positive. We operate in the main tourism and foreign trade corridors, connected to important areas of multimodal transportation traffic located in the south and southeast regions of the country. Over the coming years, we intend to increasingly consolidate our operations, expand our presence in the logistics infrastructure sector, acquire logistics assets integrated into highway concessions, and establish new partnerships that are in synergy with our business structure that are capable of offering integrated solutions through the “port-to-door” process for a growing number of clients. EcoRodovias is committed to investing in new opportunities with capital discipline supported by a governance structure that ensures profitability to shareholders and return to investors. To meet this challenge, we will remain focused on strategic planning and sustainable development. By following this guideline, we believe we will take the best path to position the Group as the premiere intermodal logistics infrastructure company in Brazil. Marcelino Rafart de Seras CEO

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Summary

Corporate Governance — The EcoRodovias Group, listed in BM&FBOVESPA’s Novo Mercado, adopts best governance practices because they add value for shareholders and prosperity to the businesses. Governance in EcoRodovias has been driven, both internally and externally, by ethical principles of transparency, equity, justice, and respect for company stakeholders. These are values that motivate accountability for financial development and social and environmental actions promoted by the organization.

management practices and establishes rules for governance structure and shareholders’ rights. In this way, its operations are based on a set of corporate policies that formalizes the company’s commitment to business ethics and transparency in relationships with different groups of stakeholders.

The company understands that only by adopting best management practices will it be possible to contribute to the long-term success and prosperity of the business, favoring actions that revert to the creation of value for shareholders.

The Sustainability Guidelines, organized into eight areas, also guide the activities of the Group in terms of quality, management by process, environment, climate change, social responsibility, workplace safety, ombudsman’s office, and conflicts of interest.

The governance structure is formed by the Board of Directors, assisted by three statutory committees—Audit, People Management, and Governance—as well as two other non-statutory committees: the Ethics Committee and the Sustainability Committee. In turn, the Executive Board is not linked to controlling shareholders and exercises professional and shared management in the search for consensus among its members, strengthening, in practice, the concept of a body with collegial decision making. Since 2003, the EcoRodovias Group has been registered with Brazil’s Securities and Exchange Commission (Comissão de Valores Mobiliários - CVM). Since 2010, when it made its Initial Public Offer (IPO), it has been listed in BM&FBOVESPA’s Novo Mercado, a segment that represents companies with the best

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Corporate risk management represents another important aspect of governance, as it is conducted by professionals at all hierarchical levels in a continuous and cross-sectional process that permeates all the activities of the Group. The objective is to anticipate events that could affect the company and efficiently incorporate risk management into strategic planning and project routines. One of the tools used by EcoRodovias to identify, monitor, and mitigate such risks is the Risk Management Process, aligned with the Risk Section of the Brazilian Institute of Corporate Management (Instituto Brasileiro de Gestão Corporativa - IBGC) and the ISO 31,000 Standard (Best Practices and Principles in Corporate Risk Management).

ECORODOVIAS

Summary

Scenario and Strategy — In addition to these positive expectations, an increase in the movement of cargo at ports is expected - a segment the Group joined in 2012, with the acquisition of Ecoporto Santos (former Tecondi Complex) - as is participation in new bidding processes in the airport sector, another strategic area now integrated into the agenda of new investments.

The expected economic growth for 2013 and the changes anticipated in the financial rules of concession bids renew the expectations of new businesses.

EcoRodovias has a strong presence in major tourism and international trade routes, connecting important areas of multimodal transportation located in the south and southeast regions: São Sebastião, Santos, Paranaguá, Rio Grande, and the Triple Frontier (Brazil, Paraguay and Argentina). The scenario for the highway sector in 2013 forecasts resurgence in industrial production, which should be reflected in an increase in traffic of heavy vehicles on the highways. Meanwhile, investments related to the Growth Acceleration Program (Programa de Aceleração do Crescimento—PAC) continue, with significant participation of the transportation sector, and show a tendency for growth in light of the major sports events that will be held in Brazil—the 2014 World Cup and the 2016 Olympic Games.

2012 ANNUAL SUSTAINABILITY REPORT

EcoRodovias plans to consolidate its operations to position itself as the best intermodal logistics infrastructure company in Brazil. In order to be successful and meet this challenge, the Group has been focusing its strategic planning on sustainable development, financial soundness and discipline, and on the profitability of its subsidiary companies, with the realization of new projects in the middle and long terms. Ensuring that the concessionaries maintain a quality standard of service remains a major priority for EcoRodovias, as anticipated in its strategic planning. The Group carries out continuous improvements in infrastructure and offers logistics solutions in order to eliminate bottlenecks, and integrates the port warehousing activities and distribution centers, aiming to reduce costs for clients. Throughout its operations, a cross-sectional sustainability management is done, with the incorporation of commitments and goals into the daily activities of the concessionaries, an emphasis on environmental education programs at public schools, and reforestation of the areas surrounding the highways with seedlings of native plants. To support business management, EcoRodovias uses the Balanced Scorecard (BSC) methodology, which establishes strategic objectives, goals, and performance indicators. Strategic planning is developed for the short and middle terms, focusing on the Group’s Mission, Values, and Growth Plan.

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Summary

Economic-Financial Performance — The balance sheet for 2012 shows significant gains over 2011. Net revenue grew by 29.7%, consolidated investments grew by 32.0%, and shares had a 24.0% appreciation in the stock market. The consolidated net revenue for EcoRodovias reached R$ 2,110.6 million in 2012, an increase of 29.7% over 2011. Deductions on gross revenue totaled R$ 248.0 million in the period, representing 10.5% of the total gross revenue, excluding the construction revenue. With this revenue considered in the calculation, the net revenue rises to R$ 2,409.1 million, 31.8% higher than the revenue recorded the year before. In the balance sheet for the year, the Company had net earnings of R$ 422.1 million, a result 10.2% higher than the R$ 383.1 million recorded in 2011. In the same fiscal period, consolidated costs and expenses reached R$ 1,505.3 million, 44.9% higher than in 2011 (R$ 1,038.9 million). Excluding construction costs and provisions for maintenance arising out of the application of ICPC-01, this number drops to R$ 1,131.7 million, but is 49.1% higher than the R$ 759.2 million recorded in 2011. The main factors that influenced these results were: consolidation of the companies in Ecoporto Santos (former Tecondi Complex); an increase in overhead expenses and the cost of construction work, both deriving from the application of IFRS/ ICPC standards; personnel costs, mainly deriving from the annual salary adjustment (reference date); and the increase in depreciation and amortization given the larger base of assets in the segments of highway concessions and logistics.

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The consolidated EBITDA totaled R$ 1,190.8 million in 2012, with a margin of 49.4%, exceeding the goal forecast for the year, which was R$ 1,038.5 million. The adjusted consolidated EBITDA (without the application of IFRS accounting standards) reached R$ 1,265.9 million with a margin of 60.0%. In this case, the calculation disregards revenue calculations and the cost of construction and provisions for maintenance, which were instituted by international regulations. EcoRodovias ended the 2012 fiscal period with cash, cash equivalent, and financial investments on securities in the amount of R$ 1,026.1 million. Gross debt reached R$ 3,284.4 million on December 31, 2012, recording an increase of 124.9% in net debt when compared with the same period in 2011. The Company’s consolidated investments in 2012 reached R$ 503.6 million, 32% higher than the total recorded for the previous year. In the highway concessions sector, investments totaled R$ 409.9 million, 44.9% higher than the total for 2011. The resources were mainly designated for improvements and expansion of the highways (35.3%), paving and special conservation (42.0%), investments in hardware and toll equipment, and other ongoing work and improvements in signage and safety devices of the five concessionaries in operation.

ECORODOVIAS

Summary

Operational Performance — variations in traffic were recorded on Ecovia Caminho do Mar, Paraná, and on Ecosul, Rio Grande do Sul. On Ecovias dos Imigrantes (SP), the flow of commercial vehicles increased due to the great volume of corn and soy exports toward the Santos and Guarujá ports.

Traffic on the highways also intensified in 2012 due to the transport of the agricultural harvest in the south and southeast, totaling 207,372 thousand equivalent paying vehicles, an increase of 3.5% over 2011. The traffic recorded by the concessionaries operated by EcoRodovias grew by 3.5% in 2012 compared with 2011, totaling 207,372 thousand equivalent paying vehicles. Of this total, 109,468 thousand (52.8%) correspond to passenger cars and the other 97,904 thousand (47.2%) were commercial vehicles. Traffic on the highways was intensified by the transportation of agricultural harvests (corn and soy meal) and containers, with the additional contribution of tourist travel in the southeastern and southern regions concentrated in the last quarter of 2012. In that period, the biggest

2012 ANNUAL SUSTAINABILITY REPORT

In the first year under EcoRodovias’s administration, and considering the pro-forma values of 2011 and 2012, the volume of cargo handled in the port operation of Ecoporto Santos (former Tecondi Complex) corresponded to 315,789 containers, a 5.8% increase over 2011, of which 76.9% were full and 23.1% were empty. The operation’s market share in the Port of Santos remained stable at 16.4% compared with the previous year. Gross revenue reached R$ 370.3 million in 2012, a number that corresponds to the operations carried out between the months of June and December. Maintaining optimal conditions on the highways managed by EcoRodovias represents a core aspect in the management of the concessionaries. Companies systematically invest in projects to improve the structure of the highways, which has facilitated maintenance services. Among common initiatives, the following can be highlighted: innovative paving technology (asphalt with the addition of crumb rubber and polymers); cutting-edge safety solutions (crash barriers and impact attenuating elements); improvements in the design of highways (cleaning, painting, and landscaping); and indicators of safety and flow, which measure monthly indices of accidents, injuries, and deaths, a reference for continuous improvement actions. Of the entire consolidated collection from the tolls of EcoRodovias concessionaries for the year, electronic collection accounted for 45.2%. The total number of tags installed by the STP Sem Parar/Via Fácil system reached 3,770 thousand units on December 31, 2012, an increase of 16.2% over the same period in 2011, which was sustained by the coverage of 94.0% of the current toll plazas and 150 associated parking lots.

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Summary

Social and environmental performance — In 2012, EcoRodovias met the two social and environmental goals undertaken by senior management: to reduce GHG emissions by 2% and to remain listed in BM&FBOVESPA’s Corporate Sustainability Index (ISE). Committed to the best sustainable practices, the EcoRodovias Group has adopted a set of actions to mitigate environmental impacts from its operations. To this end, the company has been investing in continuous improvements for the proper destination of solid waste, appropriate treatment of effluents, mapping of greenhouse gas (GHG) emissions, and actions to maintain a rational consumption of water and energy, among other aspects.

The company follows international standards for environment, quality, and health and safety in conducting its policies and guidelines, voluntarily adhering to social and environmental commitments to enhance its management.

In 2012, EcoRodovias exceeded the goal initially planned (2%) and managed to reduce scope 1 GHG emissions by 14.22% in the period. The company also remains listed in BM&FBOVESPA’S Corporate Sustainability Index (ISE)

Internally, investments are geared toward programs that promote quality of life and a balance between personal and professional life, prioritizing well-being and a better work environment.

EcoRodovias maintains a program that encourages recycling. Under this guideline, all varieties of waste generated by the operations on highways managed by the subsidiaries go to the proper destination. Moreover, the Group also acts as an effective member of the Companies for the Climate (Empresas Pelo Clima - EPC) platform, an initiative that aims at helping company leaders to reduce GHG emissions, manage climate risks, and propose public policies.

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In 2012, EcoRodovias joined the campaign “For an accident-free highway,” launched by the United Nations, whose biggest challenge is to reduce by 50,0% highway accidents worldwide.

In the communities located in the vicinities of the highways, the Group promotes several traffic safety campaigns and conducts social work on environmental education, digital inclusion, and professional training. One example of this is Ecoviver, a social and environmental responsibility program that seeks, in a multidisciplinary fashion, to raise awareness among children and young people in public schools about the proper destination for waste. In 2012, more than 1,500 teachers and nearly 50 thousand students from 308 schools in 22 cities participated.

ECORODOVIAS

Mission, Vision and Code of Conduct —

The Corporate Code of Conduct communicates values such as ethics, respect, and transparency, which are crosssectionally validated in the dayto-day routine of each business unit. The text of the document is revised every two years. Mission [GRI 4.8]

To create value through synergic and sustainable enterprises in logistics infrastructure, aligning them with the culture, management principles, and governance of the EcoRodovias Group. Business Vision

To be, in a sustainable manner, the most profitable infrastructure and logistics services integrator in the country.

2012 ANNUAL SUSTAINABILITY REPORT

Corporate Code of Conduct [GRI 4.6, SO4]

This document guides the conduct and behavior of employees and advisors. Adopted in 2006 and revised and updated in 2012, the Code covers the ethical principles of equity, justice, accountability, and transparency; determines unacceptable practices; and establishes regulations for relationships with several audiences (both internal and external). The guidelines also cover issues such as child labor, bonded labor, discrimination, and human rights. Finally, the Code provides that all EcoRodovias actions be guided by compliance with the legislation on fair competition, professional relationships, and accurate, transparent, and timely communication with shareholders, investors, partners, and strategic associates. The Code, whose text is revised every two years, also includes suggestions sent in by employees and is widely communicated to all company stakeholders, units of the EcoRodovias Group, and service providers. New hires receive a printed copy of the document when they join the company. The complete text is available on the website:

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Ecovias

1

64%

— of the shares are held by Primav, which became majority shareholder of the EcoRodovias Group.

1,450 km — of highways administrated.

36%

— of the remaining shares are on the capital market.

Profile

2012 ANNUAL SUSTAINABILITY REPORT

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The EcoRodovias Group — [GRI 2.1, 2.5 e 2.6]

The EcoRodovias Group began its activities in 1997, and its holding company, EcoRodovias Infraestrutura e Logística S.A., was established in 2000.

The company has been registered with Brazil’s Securities and Exchange Commission (CVM) since 2003 and has shares listed in BM&FBOVESPA Novo Mercado under ticker ECOR3, which features some of the largest intermodal infrastructure and logistics groups in Brazil. Between the end of 2012 and the beginning of 2013, one of the majority shareholders— Impregilo International Infrastructures N.V., which held 29.2% shareholding interest in the EcoRodovias Group—disposed of its interest, transferring 19.0% to Primav Construções e Comércio S.A. and the remaining shares to the market. Thus, Primav became the Group’s majority shareholder with 64.0% of the shares, a position that gives it controlling interest of the company. The remaining 36.0% of the shares are currently outstanding in the capital market, as shown in the organizational chart*.

The EcoRodovias operates five highway concessions: Ecovias dos Imigrantes, Ecopistas, Ecovia Caminho do Mar, Ecocataratas, and Ecosul, as well as the newest subsidiary, ECO101, all located in strategic regions of the states of São Paulo, Paraná, and Rio Grande do Sul, which form the main corridors of tourism, exports, imports, and circulation of consumer goods in the domestic market. The companies manage approximately 1,450 kilometers. EcoRodovias’s operations also cover integrated logistics systems, distributed among a port terminal in Santos (SP) and multimodal platforms, dry ports, CLIAs (Industrial Logistics Customs Centers), and distribution centers in the south and southeast regions of the country. The Group also holds interest in the STP Sem Parar/Via Fácil, an electronic payment company that helps provide services to users of highways under concession.

— *Updated in April 2013. The area of ports, now called Ecoporto Santos, encompasses all activities of the former Tecondi Complex.

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ECORODOVIAS

The EcoRodovias Group ended 2012 with 5,805 employees and a net revenue of R$ 2,110.6 million (excluding revenue from construction), recording net earnings of R$ 422 million and an EBITDA margin of 49.4% (through international accounting standards established by the International Financial Reporting Standards - IRFS). The Group’s growth strategy anticipates stronger participation and an increase in its presence in new business areas—especially the highway and port sectors—as well as an entrance into the airport sector. The new concession bids are expected to start in the second half of 2013. Since it started its operations 15 years ago, the EcoRodovias Group has valued ethical, fair, and responsible principles that respect the environment and the diverse audiences. Under this guideline, the company coordinates its activities aiming to gradually reduce environmental impacts, to foster the development of the regions where it operates, and to interact with surrounding communities.

2012 ANNUAL SUSTAINABILITY REPORT

Subsidiaries —

[GRI 2.2, 2.3 e 2.7]

EcoRodovias Concessões e Serviços

EcoRodovias Concessões e Serviços controls the concessionaries and concentrates on the following supporting areas: management, finance, human resources, information technology, procurement of service, acquisition of materials, and engineering. In this way, it ensures quality in the services provided and transparency in management, reducing the use of resources and promoting the dissemination of best management and operational practices. Every company in the Group relies on a management structure of its own, prioritizing professional excellence and responsible social and environmental operations. Ecovias dos Imigrantes

The Anchieta-Imigrantes System, managed by the EcoRodovias Group through concessionaire Ecovias dos Imigrantes since 1998, connects greater São Paulo and the industrial complex of

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do Jordão. The highway also crosses the Tietê Ecologic Park and is used as an alternative route to the cities of Aparecida do Norte and Rio de Janeiro. Considered by the CNT survey as one of the three best Brazilian highways, it was the first concessionaire in Brazil to be certified by the OHSAS 18001 Standard. Ecovia Caminho do Mar

Ecocataratas

176.8 km

— make up the AnchietaImigrantes system, the largest import and export corridor in Latin America.

the ABCD region to the Port of Santos, to the Santos metropolitan region, and to the Cubatão Petrochemical Complex. The highway is also connected to Mário Covas Beltway, facilitating access to the main roads in the region. It is the largest export and import corridor in Latin Americaspanning 176.8 kilometers. Elected by the National Transportation Confederation (Confederação Nacional do Transporte - CNT) as one of the best highways in the country, Ecovias dos Imigrantes also became, in 2001, the first concessionaire in the world to obtain the environmental certification ISO 14001. Ecopistas

The concession of the Ayrton Senna/Carvalho Pinto highway was granted to the EcoRodovias Group in 2009. With 134.9 kilometers, the highway connects the capital city of São Paulo to the industrial region of Paraíba Valley, facilitating access to the north coast of the state, to the Port of São Sebastião, to the Guarulhos International Airport, and to the tourist town of Campos

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Managed by the Group since 1997, this highway connects the capital city of Paraná, Curitiba, to the Port of Paranaguá and the coastal cities of the state of Paraná, providing access to the cities of Matinhos and Praia de Leste through highway BR-277, one of the most important commercial and tourist highways in the southern region. Located in one of the remaining areas of the Atlantic Forest and a permanent preservation area (Área de Preservação Permanente - APP), Ecovia Caminho do Mar is currently responsible for the management of 136.7 kilometers. The highway is the main route for transporting the Brazilian production of grain, with a traffic flow of approximately 5 million vehicles per year, 35,0% of which is cargo transport. Ecocataratas – Rodovia das Cataratas

This is the highway concession responsible for the connection of the triple frontier between Brazil, Argentina, and Paraguay which integrates Mercosul and connects the cities of Guarapuava and Foz do Iguaçu (Paraná) via BR-277. The concession, granted to the EcoRodovias Group in 2008, covers 387.1 kilometers with annual traffic flow of approximately 11 million vehicles—more than half (55,0%) of which is cargo transport. Ecocataratas also manages

ECORODOVIAS

71.84 kilometers of state highways (PR-874, PR-590, PR-180 and PR-474). Ecosul – Rodovias do Sul

In 1998, the company was granted the concession for one of the largest highway concession networks in the country: Pelotas Highway Complex (RS). With 623.8 kilometers of federal highway, the complex includes BR-116/RS from Camaquã/Pelotas/Jaguarão (called the Mercosul Corridor, a vital stretch for the local and national economy), BR-293/RS (Pelotas/Bagé), and BR392/RS (Rio Grande/Pelotas/Santana da Boa Vista). Nearly half of the 6.5 million vehicles that pass annually through the highways managed by Ecosul are hauling cargo headed for the Port of Rio Grande. Additionally, the highway is the main access for Uruguayan and Argentinean tourists to the Brazilian coast. ECO-101

ECO-101 Concessionária de Rodovias S.A. is the newest subsidiary in the area of highway concessions, created on March 22, 2012 to take over the management of the 475.9-kilometer-long stretch of BR-101/ ES/BA. Since its establishment, however, the company has been prevented from starting its operations due to a legal restriction, expressed in an injunction obtained by the company that ranked second in the privatization bid held on January 18 of that year. The situation was rectified after a decision by the Supreme Court (Superior Tribunal de Justiça - STJ) which, after announcing the suspension of the injunction on April 16, 2013, finally allowed the signing

2012 ANNUAL SUSTAINABILITY REPORT

ECO-101 Concessionária de Rodovias S.A, established on March 22, 2012, will be responsible for the administration of the 475.9 kilometers stretch of BR-101/ES/BA.

of the concession agreement with the National Agency of Inland Transportation (Agência Nacional de Transportes Terrestres - ANTT). (Read more on page 38.) Elog

Acquired in 2010, Elog controls all intermodal logistics platforms in the EcoRodovias Group. The company develops activities that range from customs clearance to final delivery, offering a complete portfolio of solutions—management of integrated logistics and information, customs storage and general storage, added value, and transportation services. Its 15 units are strategically located in the main import and export corridors in the south and southeast regions, including logistics platforms, dry ports, CLIAs, and distribution and transportation centers.

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The 15 units of Elog, which controls the intermodal logistics platforms of the Group, will be in the main import and export corridors in the South and Southeast.

Elog Cubatão

With an area of 442thousand m2, this is the largest port warehousing terminal in Latin America, located at km 263 of Cônego Domênico Rangoni Highway, 22 km from the Port of Santos, integrating the AnchietaImigrantes logistics system. The unit also has an exports terminal with customs authorization and the capacity to receive more than 6thousand trucks a day. In addition, all activities of the company are certified by the NBR ISO 9001 Standard (Quality).

Operating Units

Customs Units Barueri, São Paulo, Campinas; Clia Santos (SP), Curitiba I and Curitiba II (PR). Border Units Foz do Iguaçu (PR), Jaguarão, Sant’Ana do Livramento and Uruguaiana (RS). Distribution Centers Barueri, Cajamar (SP) and Curitiba (PR). Logistics Platforms Ecopátio Cubatão and Ecopátio Imigrantes.

Elog Imigrantes

In November, EcoRodovias disposed of its 50,0% interest in Ecopátio CBL Imigrantes Empreendimentos Imobiliários S.A. (Ecopátio Imigrantes) for R$ 104.1 million (reference date 07/31/2012) to BRCVII Cidade Nova Empreendimentos e Participações Ltda. Ecoporto Santos

Ecoporto Santos (formerly the Tecondi Complex), composed of the companies Tecondi, Termares, and Termlog, represents the most recent business acquisition of the EcoRodovias Group,

Elog Cubatão 16

ECORODOVIAS

acquired in June 2012. The lease agreement signed with Companhia Docas do Estado de São Paulo (CODESP) foresees the exploration of port services for 25 years, extendable for an equal period of time. The complex encompasses port operations, handling, and storage of export cargo at the Port of Santos in synergy with other assets in the portfolio, complementing Elog’s logistics structure by connecting the platforms to port operations. Such integration expands the network of the warehousing area provided by a port container terminal. The terminal is located in a strategic area near downtown Santos, with easy access to Imigrantes Highway, positioning itself as the third largest container terminal in the city and the fifth largest in Brazil. Sem Parar/Via Fácil

EcoRodovias holds a 12.75% interest in Serviços e Tecnologia de Pagamento (STP), a leading company in the adoption of the Automatic Vehicle Identification (AVI) system in Brazil, authorized by the National Transportation Agency (ANTT) as a toll-payment voucher operator (which facilitates electronic payments at tolls, parking lots, and shopping malls).

Public Recognition [GRI 2.10]

Throughout 2012, EcoRodovias and its concessionaries received awards and recognition that affirm the company’s commitment and management excellence. The following are the most relevant awards of the period, divided into three categories. People Management

• Best Companies to Work For, Brazil 2012 (Melhores Empresas para Trabalhar Brasil 2012) – Great Place to Work and Época magazine, for two consecutive years. • Best Companies to Work For, Rio Grande do Sul 2012 (Melhores Empresas para Trabalhar Rio Grande do Sul 2012) –Amanhã magazine, for two consecutive years. • Best Companies to Work For, Paraná 2012 (Melhores Empresas para Trabalhar Paraná 2012)/ Ecovia and Ecocataratas – Gazeta do Povo, for two consecutive years. • Top of Mind HR Estadão – O Estado de S. Paulo, for two consecutive years. • The Best Companies for You to Work For (As Melhores Empresas para Você Trabalhar) – Guia Você S/A Exame, for four consecutive years.

The traffic of vehicles on the Group’s toll roads that use the AVI system totaled 57,965,825 in 2012. The largest volume was recorded by Ecopistas at 32,107,958 (55.39%), followed by Ecovias at 18,806,359 (32.44%).

• The 10 Best Companies in Organizational Human Development Index (As 10 Melhores Empresas em Indicador de Desenvolvimento Humano Organizacional) –Gestão RH magazine, for five consecutive years.

STP operates through the radio-frequency system (Radio-Frequency Identification – RFID), which makes an automated collection while the vehicle is moving (at a recommended speed of 40 kilometers per hour) without the need for the driver to stop at the tollgate. The service contributes to traffic flow in these plazas and ensures more speed, comfort, and savings to users.

• Best Psychologically Healthy Companies (Melhores Empresas Psicologicamente Saudáveis) –Gestão RH magazine, for three consecutive years.

3.5%

— is how much vehicle traffic increased on toll roads during the balance of 2012.

• Best Companies in People Management Practices (Melhores Empresas em Práticas de Gestão de Pessoas) –Gestão RH magazine, for four consecutive years. • The Most Admired HR Departments in Brazil (Os RHs Mais Admirados do Brasil) –Gestão RH magazine, for four consecutive years.

2012 ANNUAL SUSTAINABILITY REPORT

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Award ceremony for the Exame Sustainability Guide 2012

Sustainability Management

Best Highways

• Corporate Sustainability Index (ISE)— BM&FBOVESPA. For the second consecutive year, the EcoRodovias Group was included in this portfolio.

EcoRodovias is the only holding in Brazil that has all of its concessionaries certified by three standards: NBR ISO 9001 (Quality), NBR ISO 14001 (Environmental) and OHSAS 18001 (Occupational Safety). In 2012, the company was also prominent in the following media outlets:

• Model Company in the 2012 Sustainability Guide (Guia de Sustentabilidade 2012)— Exame magazine, chosen for the first time. • The Best Companies in Corporate Citizenship (As Melhores Empresas em Cidadania Corporativa) 2012 – Gestão RH magazine. • Sesi Award Quality at Work (Qualidade no Trabalho - PSQT): first place in the Safe and Sustainable Work Environment category and second place in the Education and Development category (Ecosul). • Benchmarking Brazil Award 2012 for the De Bem com a Via project – Instituto Mais and Programa Benchmarking Ambiental Brasileiro (Ecovias).

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• Best Company in Infrastructure (Melhor Empresa em Infraestrutura) 2012 – Época Negócios 360º magazine. • Largest and Best Companies (Maiores e Melhores Empresas) 2012 – Exame magazine. • Ecosul received the Innovation Champions Award (Prêmio Campeãs de Inovação) 2012 –Amanhã magazine. • Ecovias and Ecopistas ranked among the best highways in Brazil in Guia Quatro Rodas 2012, by Editora Abril.

ECORODOVIAS

Main performance indicators of the EcoRodovias Group [GRI 2.8; LA1; LA10] Indicators

2010

2011

2012

Gross revenue (R$ thousands)

1,528,247

1,985,113

2,657,145

Net revenue (R$ thousands)

1,427,608

1,827,371

2,409,107

812,113

957,294

1,190,773

56.9

52.4

49.4

Net earnings (R$ thousands)

594,039

381,472

422,072

Net indebtedness (R$ thousands)

868,866

1,004,328

2,258,440

Total investments (R$ thousands)

254,700

381,472

503,459

Dividends paid (R$ thousands)

278,600

285,547

197,198

Tolls, ports, and logistics: percentage of total gross revenue

82.4

84.4

84.1

Ancillary revenue in highway concessions and other businesses: percentage of total gross revenue

17.6

15.6

15.9

180,051

200,344

207,372

Number of employees*

2,002

4,062

5,805

Total investment in training (R$ thousands)

1,105

1,124

1,665.75

101,455

102,728

90,927

Number of students

24,870

67,875

49,161

Number of teachers

1,087

1,980

1,586

196

340

308

17

22

22

Economic-Financial

EBITDA (%) EBITDA Margin (%)

Concessions and logistics

Traffic (in thousands of equivalent paying vehicles) Employees

Hours of training Ecoviver

Number of schools Cities covered

— *Total number of employees at EcoRodovias Infraestrutura e Logística, EcoRodovias Concessões e Serviços, Elog, and Ecoporto Santos (formerly the Tecondi Complex).

2012 ANNUAL SUSTAINABILITY REPORT

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Our History —

[GRI 2.9]

Its 15 year history reveals many achievements in the sector of highway concessions and advances in other transport and infrastructure segments.

1997

1998

1999 2000

2004

Beginning of the activities of the EcoRodovias Group: CR Almeida Group wins bid for Ecovia Caminho do Mar (PR), which connects the capital city, Curitiba, to Paranaguá Port (PR).

Management of two new highways: Ecovias dos Imigrantes (SP), main connection between the capital city of São Paulo and the Port of Santos; and Ecosul (RS), which manages the highways in the region of the Pelotas Highway Complex, Port of Rio Grande, and the coast of the state of Rio Grande do Sul.

Beginning of construction of a second lane for the Imigrantes Highway, with environmental management technologies and US$ 250 million in financing. Work was completed in 2002, five months ahead of the schedule provided in the agreement.

ISO 14001 certification for Ecovia Caminho do Mar (PR).

—

—

—

Beginning of strategic partnership with Impregilo International Infrastructures N.V., the Impregilo S.P.A. Group, the largest publicly traded construction company in Italy.

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—

—

Foundation of EcoRodovias Infraestrutura e Logística S.A., then called Primav Rodovias, the holding that controls the EcoRodovias Group.

2001 —

NBR ISO 14001 certification for Ecovias dos Imigrantes.

—

2003 —

Registration of EcoRodovias with Brazil’s Securities and Exchange Commission (CVM) and São Paulo Stock Exchange (Bolsa de Valores de São Paulo - BOVESPA), currently BM&FBOVESPA.

—

The company started its new corporate governance project, completed in 2006, in line with the best practices in the market.

ECORODOVIAS

2012

Ecovia

2007 2009 —

Ecocataratas

2006 —

Acquisition of Ecocataratas (PR), which manages BR 277 between Guarapuava (west of Curitiba) and Foz do Iguaçu (border with Argentina), a touristic and strategic stretch for Mercosul trading.

—

Concession of Ayrton Senna/Carvalho Pinto (SP) corridor, which connects the capital city of São Paulo to Guarulhos International Airport (SP) and industrial centers in upstate São Paulo.

—

Creation of the first logistics platform in Cubatão and launch of the Code of Corporate Conduct.

Creation of the Ethics, Governance, and Sustainability Committees.

—

The Group became an effective member of the Brazilian platform Companies for the Climate (Empresas Pelo Clima - EPC).

Ecovias dos Imigrantes made its first issuance of debentures in the amount of R$ 450 million.

—

—

Ecosul obtained certifications NBR ISO 9001 and NBR ISO 14001.

— The EcoRodovias Group won the bid for the concession of the 475.9 kilometers stretch of BR-101, between the states of Espírito Santo and Bahia. — Signing of amendment with the São Paulo Transportation Agency (ARTESP) for the work on Ecovia dos Imigrantes, with estimated cost of R$ 328 million, which will improve traffic flow in the region. — Acquisition of Ecoporto Santos (formerly the Tecondi Complex), which carries out port operations, handling, and storage of export cargo at the Port of Santos (SP).

2010 2011 —

Beginning of trading of company shares in BM&FBOVESPA’s Novo Mercado (IPO).

—

The acquisition of logistics companies Columbia and Eadi Sul resulted in the creation of Elog.

—

EcoRodovias is included in the BM&FBOVESPA’s Corporate Sustainability Index (ISE) portfolio and obtains international certifications NBR ISO 9001, NBR ISO 14001, and OHSAS 18001 for all its concessions.

—

The Group also establishes a strategic consortium with German company Fraport AG, preparing itself to participate in future bids for airport assets.

Elog Cubatão 2012 ANNUAL SUSTAINABILITY REPORT

21

Work meeting

2

2013

— marks the second year of EcoRodovias being listed in the Corporate Sustainability Index (ISE).

2010

— was the year EcoRodovias entered BM&FBOVESPA’S Novo Mercado.

Three

— statutory committees advise the Board of Directors.

Corporate Governance

2012 ANNUAL SUSTAINABILITY REPORT

23

Corporate Governance [GRI 1.2, 4.1, 4.2, 4.5, 4.7, 4.9, 4.10, 4.17]

— The EcoRodovias Group continues to be committed to adopting the best corporate governance practices.

With the efficiency and transparency of its management, in addition to the purpose of creating value for shareholders, the Company believes that adopting best management practices contributes to the success and prosperity of the business in the long term. Governance has been conducted, internally and externally, by ethical principles of transparency, equity, justice, and respect for all company stakeholders. These values motivate permanent accountability in financial performance as well as social and environmental actions promoted by the organization. The governance structure is formed by the Board of Directors, which relies on the assistance of three statutory committees—Audit, People Management, and Governance—in addition to two non-statutory committees: the Ethics Committee and the Sustainability Committee. In turn, the Executive Board is not linked to controlling shareholders and exercises professional and shared management in the systematic search for consensus among its members, strengthening the concept of a body with collegial decision making.

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The EcoRodovias Group has been listed in BM&FBOVESPA Novo Mercado since 2010, a segment that represents companies with best management practices and establishes rules for governance structure and shareholders’ rights. The main requirements for integrating a group of companies into this level of governance are: to guarantee that minority investors have the same advantages as majority investors when business is done; to have capital formed by common shares with voting rights; and to disclose more detailed trial balances quarterly, with financial data consolidated by independent auditors. Along with this, the company also follows some practices recommended by the Code of Best Corporate Governance Practices of the Brazilian Institute of Corporate Governance (Instituto Brasileiro de Governança Corporativa - IBGC), emphasizing the following: • The Code of Corporate Conduct approved by the Board of Directors • Transparency when disclosing results

ECORODOVIAS

Ecosul

• The positions of Chairman of the Board of Directors and Chief Executive Officer held by different people • Having independent members in the Board of Directors • Hiring independent audits to analyze balance sheets and financial statements • Using an arbitration chamber to resolve corporate conflicts

BM&FBOVESPA’s Novo Mercado represents the companies with best management practices and determines rules for governance and shareholder rights.

• The policy on disclosure of information and on confidentiality To review its internal controls in 2012, EcoRodovias had the support of Deloitte Auditors Independentes which verified and consolidated all quarterly information according to accounting practices adopted in Brazil. In addition, the company audited individual and consolidated financial statements, following the standards of International Financial Reporting Standards (IFRS). The audit also helps maintain

2012 ANNUAL SUSTAINABILITY REPORT

efficiency in the processes of governance, risk management, and compliance, acting as an independent body whose processes are approved by the Audit Committee and taken to the Board of Directors.

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Board of Directors — The Board of Directors maintains an independent stance, giving priority to shareholders’ interests and to the impact of their decisions on stakeholders. Taking action based on the principles of equity, accountability, transparency, and justice, it also defines the general guidance of business, approves plans and goals, establishes specific guidelines to be adopted, monitors the corporate development of the EcoRodovias System, and supervises the Executive Board. On December 31, 2012, the Board of Directors was composed of eight members, two of whom were independent members, representing the Group’s minority shareholders, elected for two-year terms, eligible for reelection (see chart). They convene every two months or extraordinarily whenever necessary. The president of the Board of Directors, Marco Antonio Cassou, is not a member of the Executive Board, as recommended by best corporate governance practices.[GRI 4.2]

According to EcoRodovias by-laws, the Board of Directors is responsible for the following: • Establishing the strategic guidelines of the businesses • Making decisions on the most relevant issues • Assessing and approving (or rejecting) proposals and issues about the business • Discussing recommendations proposed by the Audit, Governance, and People Management Committees, approving or rejecting them. To increase the efficacy of its actions, the Board of Directors analyzes its own performance based on a self-evaluation questionnaire completed by all of its members. The results are later discussed by the members, who are responsible for developing action plans and strategies with the purpose of solving deficiencies identified during the process. In turn, the committees are non-deliberative bodies that debate, monitor, and recommend the approval of topics under their competence to the Board of Directors. In practice, they act as a discussion forum focused on debating and aligning proposals, contributing to the consistency of decision-making processes, and improving the quality of decisions.

Board of Directors – Composition on December 31, 2012 [GRI 4.2, 4.3] Marco Antonio Cassou

President

César Beltrão Almeida

Full member

João Alberto Gomes Bernacchio

Full member

Massimo Villa*

Full member

Gianfranco Catrini*

Alternate director

Francisco Henrique Passos Fernandes*

Alternate director

Carlos César da Silva Souza

Alternate director

Geraldo José Carbone

Alternate director

— *Board members who were part of the Board of Directors as of 04/25/13. On that date, Eduardo Bunker Gentil (Full member), Eros Gradowski Junior, and Belmiro Valverde Jobim Castor (alternate director) became members.

26

ECORODOVIAS

Committees of the Board of Directors — Audit Committee

Acts to ensure that business is conducted according to best governance practices of the laws in effect, ethical principles, and internal controls; monitors the development of financial statements; evaluates the activities of the independent audit. People Management Committee

Proposes performance goals for board members to the Board of Directors; analyzes and submits proposals related to the appointment of new independent advisors and members of the board; monitors and evaluates the process of succession planning for key positions and the efficacy of the company’s talent retention process. Ethics Committee

Composed of two members of the Board of Directors and another member appointed by the Board of Directors, this committee acts in the management and dissemination of the Code of Corporate Conduct, as well as its revision; investigates and conducts, with complete confidentiality, reports and comments that can be submitted through three communication channels:

Governance Committee

Monitors and proposes improvements aimed at the optimal functioning of the corporate governance model; coordinates the periodic self-evaluation of the Board of Directors and supports the People Management Committee in the process of choosing and integrating new advisors. Anti-corruption Initiatives [SO2, SO3, SO4]

The EcoRodovias Group Code of Corporate Conduct establishes that it is unacceptable to pay or receive bribery or to accept gifts, presents, or favors of a non-promotional nature that go against best legal and moral practices with the purpose of obtaining or granting improper privileges. All business units deal with this topic based on the Code of Conduct. Violating the Code could subject the offender to civil or criminal prosecution or to correctional disciplinary actions, including termination of employment contract. Throughout 2012, a total of 1,676 employees (including 94 managers) took internal training courses that covered the topics of corruption, preventive measures, and measures to fight illegal acts in the work environment. Despite corporate practices and concrete anti-corruption measures adopted by the Group, six employees were dismissed by Ecovias dos Imigrantes in 2012 for misconduct in the work environment.

Website: E-mail: Mail: PO Box 29226-5, CEP 04561-004, São Paulo – SP Corporate Sustainability Committee

Evaluates and proposes social and environmental programs and projects; discusses corporate policies and guideline updates on the topic; approves social and environmental projects developed in business units in order to align the values of the Group and makes decisions on the allocation of resources originating from fiscal incentive laws for social and environmental projects.

2012 ANNUAL SUSTAINABILITY REPORT

The activities of all concessionaries are regularly verified by an external audit. In the event of reports and/or suspicions of any irregularity, this audit starts internal inquiry procedures to investigate the facts and possible acts of corruption. In addition to external audits, some toll collection booths have surveillance cameras. There is also a system to validate the classification of the vehicles that pass through the toll plazas, activated by ground and optical sensors and specially designed video cameras.

27

Executive Board — Five statutory directors form the Group’s Executive Board, elected by the Board of Directors for two-year terms. In 2012, Marcello Guidotti, who held the position of Chief Financial Officer, also took over as Investor Relations Officer. In turn, Luiz Cesar Lindgren Costa, a specialist in the logistics infrastructure sector, was appointed Business Development Officer, replacing Dario Rais Lopes, who transferred to airport advisory, the new area created by EcoRodovias for the exploration and study of the airport sector.

Five — statutory directors form the Executive Board, elected by the Board of Directors for a term of two years.

Officers, who convene on a weekly basis, seek to prioritize consensus on ideas, strengthening team spirit and the concept of collegial decision making. Some of the main responsibilities of the Executive Board are the following: • to propose initiatives and policies to EcoRodovias’s Board of Directors and to the boards of directly and indirectly controlled subsidiaries in order to ensure the standardization of concepts and common practices in the EcoRodovias System; • to adopt the strategy defined by the Board of Directors.

Executive Board – Composition on December 31, 2012 Marcelino Rafart de Seras

CEO

Federico Botto

Executive Vice President

Marcello Guidotti

Chief Financial and Investor Relations Officer

Luiz Cesar Lindgren Costa

Business Development Officer

Luis Augusto de Camargo Opice*

Chief Logistics Officer

— **The Chief Officer left the Executive Board on 04/26/13. On that date, Claudio da Costa (Chief People Management Officer) and Marcelo Lucon (Chief Legal Officer) joined the board.

28

ECORODOVIAS

Committees of the Executive Board — Management by Process Committee

Establishes management by process in the organization, aligning with other corporate initiatives; recommends improvement projects and defines the scope of the work of the Management by Process Center (Núcleo de Gestão por Processos - NGP). Executive Committee for Risk Management, Compliance and Internal Controls

Reporting to the Audit Committee, this committee continuously identifies, evaluates, and monitors risks, efficacy of internal controls, and occasional non-compliances; with the objective of integrating risk management, compliance, and internal controls into everyday life, this committee also provides support for the most difficult and complex decisions of the Group. Technology and Information Security Committee

Executes and proposes policies and guidelines in this area; implements rules of information security and new IT systems with the purpose of consolidating a culture of safe and efficient use at the company.

Committee for the Control and Disclosure of Relevant Information

Follows the practices of the Manual of the Brazilian Association of Publicly Traded Companies (Associação Brasileira de Empresas de Capital Aberto - ABRASCA), which involve the control and disclosure of relevant information; trains managers and employees on the matter, creates mechanisms to avoid the disclosure of confidential affairs, and manages insider trading issues. Sustainability Committee of Business Units

Disseminates the corporate culture of socially responsible management and carries out the dialogue with various stakeholders with the objective of proposing and executing new policies to improve management; facilitates the internal process to adopt the reporting model of the Global Reporting Initiative (GRI); evaluates, suggests, executes, and monitors social responsibility programs and projects. Strategy and Management Committee

Aims at establishing the strategic guidelines defined by the members of the Executive Board, directors, and managers; analyzes diagnoses presented at meetings related to the results of economic and financial and non-financial indicators; stimulates the debate on necessary adjustments to the management of the company.

The committees recommend approval to the Board of Directors on matters under their responsibility, contributing to an improvement in the quality of decisions.

2012 ANNUAL SUSTAINABILITY REPORT

29

Résumés of the members of the Board of Directors, the Executive Board, and the Committees are available on the website , in the topic Corporate Governance, under Executive Board and Board of Directors.

Integrated Management System — The highway concessions of the EcoRodovias Group have indicators to monitor compliance throughout the year for requirements of international standards NBR ISO 9001 (Quality), NBR ISO 14001 (Environmental Management) and OHSAS 18001 (Occupational Health and Safety), in addition to meeting legal requirements related to environment and workplace safety. The indicators are verified monthly by Sustainability Committees, located in each of the business units. With the information, these committees plan and develop actions to ensure continuous process improvement.

30

Corporate Policies — The EcoRodovias Group takes action based on a series of corporate policies that formalize the company’s commitment to business ethics and transparency in the relationship with stakeholders. The most important are the following: Financial Policy – the guidelines and the financial master plan guide the activities of the area relating to decisions and evaluations, investments, management, and working capital. Disclosure Policy – offers the market, the press, and other stakeholders the highest transparency and reliability standards in disclosing relevant facts. Policy of Transactions with Third Parties – establishes and discloses criteria to hire third parties to execute work, provide services, and supply materials and the raw material that make up the

ECORODOVIAS

Ecovias

investment and special conservation programs corresponding to subsidiaries or business units. It is the guideline responsible for hiring and verifying market conditions and practices. Thus, this policy aims to ensure that all decisions involving third parties consider the interests of EcoRodovias and its shareholders.

2 Management by Process manage the business through processes that constitute the company, providing an integrated vision of several areas. Specific indicators monitor the processes developed and validated by their respective managers and leaders. These are periodically evaluated by specific audits.

Dividend Distribution Policy – determines the annual distribution of a minimum value equivalent to 50% of the company’s adjusted net earnings, calculated based on article 189 of Law No. 6404/76 of the Law of Corporations, in the form of dividends and/or interest on shareholders’ equity.

3 Environment implement and operate a management system guided by NBR ISO 14001, which addresses the needs of business units; prioritize rational use of natural resources through programs and campaigns; maintain and test equipment to reduce the emission of contaminants, among other responsibilities.

Sustainability Guidelines – organized and divided into eight areas that guide the Group’s activities, with the following assumptions: 1 Quality operate the management system guided by NBR ISO 9001, addressing the needs of the business units. Guarantee that all employees are duly qualified to perform their activities. Promote an appropriate work environment that meets clients’ needs, among other responsibilities.

2012 ANNUAL SUSTAINABILITY REPORT

Eight

— segments in the area of sustainability are described in its guidelines to guide the activities of the EcoRodovias Group.

4 Climate Change plan and execute actions that reduce the emission of greenhouse gases (GHG) by the activities of the company; promote the development of internal projects that aim at energy efficiency; ensure the use of clean/renewable fuels in the operations of the Group and its service providers; maintain permanent preservation areas in locations owned by EcoRodovias or adjacent to its operations, etc.

31

5 Social Responsibility establish and maintain guidelines related to human rights, ethics, the fight against corruption, relationships with suppliers, and the appreciation of diversity. 6 Workplace Safety implement and operate a management system guided by OHSAS 18001 that addresses the needs of the business units; make sure that all employees and service providers know and observe the Group’s internal standards on workplace safety, among other responsibilities. 7 Ombudsman’s Office ensure that complaints and suggestions from stakeholders are received; contribute to the strengthening of citizenship and transparency; ensure that the units’ Ombudsman’s offices are accessible to all stakeholders and practice confidentiality and privacy, among other responsibilities. 8 Conflict of Interest minimize possible sources of conflicts of interest, monitoring the separation between responsibilities and the clear definition of roles and responsibilities associated with the mandates of all governance agents. — *To learn more about the Sustainability Guidelines, visit: .

Risk Management — [GRI 1.2, 4.11]

Corporate risk management represents a fundamental aspect for the sustainable growth of the businesses of the EcoRodovias Group. The company relies on several methodologies and tools to identify, evaluate, mitigate, and monitor risks, following a business philosophy based on an integrated vision of corporate governance, risk management, and compliance. The risk management process is aligned with the guidelines of IBGC Book of Risks and International Standard ISO 31000. Both references provide guidelines and cover principles and best practices in corporate risk management. At EcoRodovias, risk management is a continuous and cross-sectional process conducted by professionals at all levels, with the mission of identifying and managing potential events whose occurrence could affect the Group’s businesses. This process is comprehensive and seeks to incorporate into the company’s strategic planning, management by process, and projects in a relevant, effective, and efficient way. The approach to risk management at EcoRodovias is guided by the idea that the source of risks could be related to issues of a strategic, operational, or financial nature. Classifying them according to their nature makes it possible to group risks according to their cause (internal or external) and according to management responsibility (holding and business units). Classification per type identified aims at establishing a common risk language within the company.

32

ECORODOVIAS

Strategic risks, associated with senior management decision making, could result in a bigger loss in the company’s market value. They are managed by the Board of Directors and the Executive Board with the support of their committees. In turn, financial risks (market, credit, and liquidity) are associated with the exposure of the company’s financial operations. This risk involves poor management of cash flow to maximize the generation of operating cash, manage risks and specific return on financial transactions, and raise and invest financial resources according to the policies established. These are managed by the Financial Board with the support of the Financial and Strategic Planning managers. As for the operational risks, they are associated with the occurrence of losses (assets, clients, and revenue) resulting from flaws, fraud, deficiencies, or inadequacy of internal processes, people, and systems, as well as external events (natural disasters, strikes, and terrorist attacks). In general, operational risks imply reduction, degradation, or interruption (total or partial) of activities, with a negative impact on the company’s reputation, as well as potential generation of contractual, regulatory, and environmental liabilities. In this case, they are managed by the respective managers of the processes.

Nature and main types of risk Classification

Nature

Type

1

Strategic

Environmental

2

Strategic

Competitiveness

3

Strategic

Economic

4

Strategic

New business

5

Strategic

Political and legal

6

Strategic

Reputational

7

Strategic

Sector and regulatory

8

Strategic

Social

9

Strategic

Corporate

10

Operational

Physical infrastructure

11

Operational

Processes

12

Operational

Human resources

13

Operational

Technological resources

14

Financial

Credit

15

Financial

Liquidity

16

Financial

Market

EcoRodovias adopts several methodologies to monitor risks, following an integrated philosophy between governance, risk management, and compliance.

2012 ANNUAL SUSTAINABILITY REPORT

33

Ecocataratas

3

86.7%

— of users positively evaluate the highways under concession*.

R$

370 bi

— is the investment planned by the Federal Government for concessions in transport over the next 30 years.

475.9 km — of BR-101 will be managed by ECO101 for 25 years.

Scenario and Strategy — *16th edition of the CNT Highway Survey.

2012 ANNUAL SUSTAINABILITY REPORT

35

Scenario and Strategy — The expectation of the industry is that the changes provided for in the highway concessions model favor new businesses and allow for further improvements in traffic conditions on the highways.

Highway concession operators envision a promising business environment for the coming years in Brazil*. In this scenario, the federal government has announced new rules for future concessions, with the purpose of making bids more attractive to the private sector. In the beginning of 2013, the dates of the bids of highways BR-116 and BR-040, for instance, were postponed so that their respective calls for bid could be improved, ensuring more profitability to investors. It is expected that the changes in the model of highway concessions will favor new business opportunities and make it possible to improve general traffic conditions on highways even further. The 16th edition of the CNT Highway Survey** shows that 86.7% of users have a favorable opinion of the highways under concession. Another positive aspect is the growth forecast of both industrial and agriculture production in 2013 which, in the dynamics of the economy, should reflect in increased traffic of heavy vehicles on the

36

highways. The traffic of cars will also remain high, especially due to incentives in production and consumption granted by the government to the automobile sector. At the same time, the Accelerated Growth Program (Programa de Aceleração do Crescimento — PAC) investments continue, with great participation of the transportation sector whose work pace is likely to be intensified in view of the major sports events that will be hosted by Brazil—the 2014 FIFA World Cup and the 2016 Olympic Games — which are expected to significantly drive the entire national economy. In the area of road, rail, and air transportation (except for the high speed train—TAV, in the Campinas — Rio de Janeiro route), the federal government’s planned investments in concession agreements are around R$ 370 billion over the next 30 years (with same term for all agreements), and more than half of this total is expected to be made available in the first five years.

ECORODOVIAS

Ecoporto Santos (formerly the Tecondi Complex)

Combined with these positive expectations, increases are also forecasted in the movement of cargo at ports — the area of EcoRodovias Ecoporto Santos (formerly the Tecondi Complex) as most recent enterprise. In addition, new airport concessions are expected as another strategic sector incorporated to the Group’s investment plan. In March 2013, the Board of Directors approved the inclusion of airport infrastructure exploration business in the Company’s by-laws.

— *Analysis by Tendências Consultoria Integrada, responsible for the monthly calculation of the indicator of road traffic (ABCR activity index). **The survey, disclosed at the end of 2012, covered nearly 96,000 kilometers of paved federal and state highways and road corridors.

2012 ANNUAL SUSTAINABILITY REPORT

Soundness and Profitability — [GRI 1.1]

EcoRodovias aims at consolidating its operations to position itself as the best intermodal logistics infrastructure company in Brazil. In order to achieve this goal, the company remains focused on the strategic planning of sustainable development, financial soundness and discipline, and the profitability of the subsidiaries through mediumand long-term projects. To that end, the Group relies on the support and management of highly qualified leaders whose conduct and actions are aligned with corporate values. EcoRodovias services are distributed throughout the main tourism and foreign trade centers, connecting to important multimodal transportation traffic areas located in the South and Southeast regions: São Sebastião, Santos, Paranaguá, Rio Grande, and the Triple Frontier (Brazil, Paraguay, and Argentina).

37

The Group plans to increase its participation in new areas of business, especially in the highway, port, and airport sectors, participating in new bids expected to take place in 2013. The company also intends to increase its operations in the logistics infrastructure segment, acquire logistics assets integrated into its highway concessions, and create new integrated partnerships in synergy with its business structure. In short-term strategic planning, the company has decided to increase its presence in future state and federal concession bids while continuing occasional partnerships with other companies to confer excellence to the management of new businesses. The objective is to maintain investments with a capital discipline and governance structure capable of granting profitability to shareholders and return to investors. The acquisition of Ecoporto Santos (formerly the Tecondi Complex), located on the right margin of Port of Santos (SP), marked the entrance of EcoRodovias into the port sector and confirms this strategy. This acquisition, signed in May, was one of the highlights of 2012 and has creat-

ed more synergy in the company’s logistics work, complementing the services provided by Elog. In the highway sector, another important achievement showing EcoRodovias’s strong potential to develop logistics infrastructure was the first place classification in the concession bid for the 475.9 kilometer stretch of BR-101, the main north-south integration of the state of Espírito Santo. The concession includes the recovery, conservation, maintenance, operation, implementation of improvements, and expansion of the capacity of this part of the highway. BR-101 Bid

The concession agreement of 001/2011 BR-101 ES/BA bid, of the National Land Transportation Agency (ANTT), was signed on April 17, 2013 by Consórcio Rodovia da Vitória and formed by EcoRodovias and SBS Engenharia. The signing took place following the decision by the Supreme Court (Superior Tribunal de Justiça - STJ), issued on the previous day by its President, Minister Felix Fischer, overturning the injunction that prevented the conclusion of the business for more than one year. Concessionária de Rodovias S.A., or ECO101, the new company in the Group, established on March 22,

Elog Cubatão 38

ECORODOVIAS

2012 (right after the bid of the highway, held on January 18), is authorized to take over the concession to manage the 475.9 kilometer stretch. The concession includes the services of recovery, maintenance, monitoring, conservation, operation, expansion, improvement, and exploration of the highway for a period of 25 years, starting from the date the Term of Inventory and Transfer of Assets is signed, being entered into ANTT, the National Department of Transportation Infrastructure (Departamento Nacional de Infraestrutura de Transportes - DNIT) and ECO101, in up to 30 days after the Concession Agreement statement is published in the Federal Official Gazette (Diário Oficial da União - DOU).

On the highways, users are always kept wellinformed about traffic conditions, which are presented on luminous displays. They also have at their disposal medical and car repair services, rest areas, areas for personal care, and educational campaigns. In addition, the company’s communication channels are constantly updated throughout the day with data on the flow of vehicles and other relevant information for drivers.

During the 25 years of the concession, the investments in this section of the highway, now finally transferred to ECO101 management, should reach R$ 2.7 billion. EcoRodovias will be entitled to collect tolls one year after taking over the concession of BR-101. During this period, it must begin recovery work on the highway. Between the second and sixth years of the contract, the goal is to duplicate 50% of this section of the highway, considering that in the following five years, 90% of the 475.9 kilometers will have double lanes.

Sustainability management has always been a cross-sectional practice, from the definition of the strategy to the beginning of the operation. Commitments and goals are incorporated into the daily routine of the operations, with an emphasis on the realization of environmental education programs at public schools, reforestation with native seedlings in the areas in the vicinity of the highways managed by the company, and a program to reduce greenhouse gas emissions, among other initiatives.

This section of the highway is located on the border of the states of Rio de Janeiro and Espírito Santo and the junction of BA-698, at the access to the city of Mucuri (BA). If the traffic of vehicles on the road increases above the levels projected in the current contract, forecasted investments should be anticipated. Focus on Quality and Environment

Maintaining the quality standards of the concessionaries’ services is a great concern of EcoRodovias and is also foreseen in its strategic planning. The Group makes continuous infrastructure improvements and offers logistics solutions with the objective of eliminating bottlenecks and integrating the activities of port warehousing terminals and distribution centers, aiming to reduce costs to clients.

2012 ANNUAL SUSTAINABILITY REPORT

The Group also promotes initiatives that aim at the development of employees, adopting programs that emphasize well-being, quality of life, health, professional improvement, and study incentives.

EcoRodovias supports social and cultural projects in the communities adjacent to the highways, which have contributed to improvements in the quality of life, education of citizens, and local development.

39

Image and Reputation

EcoRodovias Group’s main intangible assets are brand, image, and intellectual capital. These add immeasurable value to the company and are of utmost importance in ensuring business longevity.

The “Eco” prefix of the brand indicates the importance of sustainable development for the businesses of the EcoRodovias Group, which is reflected in the operational strategy and the conduct of employees.

40

The EcoRodovias brand constitutes one of the biggest assets of the Group. Indicated in the prefix “Eco” is the importance of sustainable development for its business. In fact, it is a strategic concern also reflected in the conduct of leaders and employees, guided by ethics, along with initiatives in social responsibility, awareness building, and preservation of natural resources. The set of actions conducted by the company has been the target of specific management, with the objective of granting probity and reputation to the brand and its image. Training of People

EcoRodovias employees are responsible for establishing long lasting and valuable relationships with commercial partners, suppliers, and clients. As a way to ensure the efficiency and quality of these relationships, the company strongly invests in training and career development, guarantees remuneration and benefits that are in line with the market, develops actions focused on quality of life, health, and safety and carries out climate surveys to monitor the satisfaction of the internal audience.

ECORODOVIAS

Ecovia

Strategic Management Tools

Added Value

The Strategy and Management Committee projects and monitors the development and study of activities that drive organizational competencies, actions, and decision making. Meetings occur every two months with the objective of assessing the achievement of goals and the development and evolution of projects.

The Economic Value Added (EVA) is a management tool used internally to measure the creation of value for the company. Its goal is to evaluate alternatives to capital structure and resources invested and contribute to aligning the managers’ visions on decision-making. Compliance and Control

Management by Process

The Processes Management Center is responsible for aligning corporate initiatives, aiming at realizing the potential of results in a structured way. To that end, business processes are recorded in Process Specification (Especificação de Processo - EP) documents and monitored through indicators. Corporate Strategy

The Balanced Scorecard Methodology (BSC) establishes the company’s strategic objectives, performance goals, and indicators. Strategic planning, in the short- and medium-term, focuses on the Group’s Mission, Values, and Growth Plan and is revised annually. Based on the results obtained, a strategic map is developed, indicating the main organizational objectives, corporate goals, projects, and actions.

2012 ANNUAL SUSTAINABILITY REPORT

Compliance management aims at ensuring the adequacy and strengthening of environmental laws, rules, and regulations (both external and internal), disseminating the culture of control, the Code of Corporate Conduct, and best governance practices. In this way, it supports internal audit and monitors the adoption of items that are not in compliance with the Group’s laws, policies, and procedures, seeking to strengthen the business and to constantly improve the image of the EcoRodovias Group.

41

Ecosul

4

The evaluation of EcoRodovias performance in 2012* shows significant advances over 2011. In the annual variation, the Adjusted net revenue increased 29.7%, consolidated investments increased 32.0%, and shares traded on the stock exchange increased 24.0%.

EcoRodovias had Adjusted net revenue of R$ 2,110.6 million, 29.7% higher than in 2011. Adjusted EBITDA reached R$ 1,265.9 million in 2012, with an adjusted margin of 60.0%.

Between the end of 2012 and the beginning of 2013, Impregilo International Infrastructures N.V.—the majority shareholder— disposed of its interest in EcoRodovias, transferring 19.0% to Primav Construções e Comércio S.A. and the rest to the stock market. Primav now holds 64.0% of EcoRodovias shares. (The remaining 36.0% are outstanding in the capital market.)

Economic-Financial Performance — *The consolidation of EcoRodovias Group 2012 financial results was developed based on International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). Therefore, accounting effects are presented in the explanatory notes.

2012 ANNUAL SUSTAINABILITY REPORT

43

New advances in the 2012 annual balance sheet —

The consolidated EBITDA totaled R$ 1,190.8 million, with margin of 49.4%. The consolidated adjusted EBITDA, totaling R$ 1,265.9 million, had an adjusted margin of 60%.

Increased Revenue

Operating Costs and

The net revenue consolidated by EcoRodovias reached R$ 2,110.6 million in 2012, a result 29.7% higher than 2011. Deductions on gross revenues totaled R$ 248.0 million in the period, representing 10.5% of the total gross revenue, excluding revenue from construction. If this revenue from construction were to be considered in the calculation, the net revenue would reach R$ 2,409.1 million, which is 31.8% higher than that of the previous year.

Administrative Expenses

Evolution of the annual revenue (R$ millions)

2010 1,252.9

174.7

2011 1,627.9

199.4

2012 2,110.6

In 2012, consolidated costs and expenses reached R$ 1,505.3 million, 44.9% higher than in 2011 (R$ 1,038.9 million). Excluding construction costs and provisions for maintenance derived from the application of ICPC-01, the figure falls to R$ 1,131.7 million, but is 49.1% higher than the R$ 759.2 million of 2011. The main factors that influenced these results were: the consolidation of the companies of Ecoporto Santos (formerly the Tecondi Complex); the costs of hiring a consultancy for the educational campaign addressing traffic safety; construction costs, derived from the application of IFRS/ICPC standards; personnel costs, mainly due to salary adjustments (reference date); and the increase in depreciation and amortization due to a larger asset base in the segments of highway concessions and logistics.

298.5

Net revenue Revenue from construction

44

ECORODOVIAS

Operating costs and administrative expenses (R$ millions) EcoRodovias Infrastructure and Logistics

2011

2012

Variation

212.4

326.6

53.8%

69.7

63.5

- 8.9%

Third party services

143.8

299.2

108.1%

Insurance, grantor, and lease

103.8

112.0

7.9%

Depreciation/Amortization

168.2

237.4

41.1%

Provision for maintenance

80.3

75.1

- 6.5%

Cost of construction work

199.4

298.5

49.7%

61.3

93.0

51.7%

1,038.9

1,505.3

44.9%

759.2

1,131.7

49.1%

Personnel Conservation and maintenance

Others Consolidated EcoRodovias Consolidated – except for construction costs and provision for maintenance

Consolidated EBITDA

Evolution of EBITDA

The consolidated EBITDA (under IFRS standards) was R$ 1,190.8 million in 2012, with a margin of 49.4%. The adjusted consolidated EBITDA reached R$ 1,265.9 million with an adjusted margin of 60.0%. In this case, the calculation excludes revenue accounts and the cost of construction and provisions for maintenance introduced by international rules.

(R$ millions)

The reduction of the EBITDA margin in 2012 is mainly related to the consolidation of Ecoporto Santos (formerly the Tecondi Complex), which has a smaller operating margin when compared with the segment of highway concessions.

2010 812.0

2011 957.3

2012 1,190.8

— was the annual increase in net earnings of the EcoRodovias Group in 2012.

EBITDA Margin (%)

2010

2011

2012

2012 ANNUAL SUSTAINABILITY REPORT

10.2%

56.9

52.4

49.4

45

Evolution of the financial result - 2011/2012 (R$ millions) 2011

2012

Variation

(153.8)

(154.7)

0.6%

Interest on financing

(34.2)

(65.3)

90.9%

Monetary variation—debentures and financing

(43.6)

(58.4)

33.9%

Monetary variation—granting rights

(9.5)

(9.8)

3.2%

Revenues from investments

95.6

60.9

- 36.3%

Adjustment to current value ICPC-01*

(16.3)

(11.4)

- 30.1%

Other financial effects

(21.2)

(26.3)

24.1%

(183.1)

(265.0)

44.7%

Interest on debentures

Consolidated

— *Interpretation of the Accounting Pronouncements Committee – Concession Agreements.

Financial Result

The net financial result totaled R$ 265 million in 2012, which is 44.7% higher than in 2011. The variation is primarily due to the pre-payment of the 1st, 2nd and 3rd series of the First Issuance of Debentures by EcoRodovias Concessões e Serviços and the pre-payment of Elog’s First Issuance of Debentures and BNDES financing.

The main factors that contributed to the increase in the balance of the financial debt were: • Issuance of debentures in the value of R$ 300.0 million by Elog (EcoRodovias interest: R$ 240.0 million) • Issuance of debentures by Ecoporto (R$ 600.0 million)

Net Earnings

44.9% — was the increase in costs and expenditure consolidated in 2012 compared with 2011.

In 2012, the EcoRodovias Group obtained net earnings of R$ 422.1 million, a result 10.2% higher than the R$ 383.1 million recorded in 2011. Cash Flow and Consolidated Indebtedness

The year 2012 ended with available cash flow and financial investments on bonds and securities of R$ 1,026.1 million. Gross debt reached R$ 3,284.4 million on December 31, 2012, recording an increase of 124.9% in net debt when compared with the same period in 2011.

• Issuance of debentures by EcoRodovias Concessões e Serviços (R$ 800.0 million) • Promissory notes of EcoRodovias Infraestrutura e Logística (R$ 550.0 million) The reduction in the balance of the financial debt was favored by the following events: • Pre-payment of the First Issuance of Debentures by Elog, with a value of R$ 170.0 million (EcoRodovias interest: R$ 136.0 million) and loans from BNDES of R$ 43.7 million (EcoRodovias interest: R$ 35.9 million) • Pre-payment of R$ 366.6 million of the First Issuance of Debentures by EcoRodovias Concessões e Serviços

46

ECORODOVIAS

Profile and evolution of indebtedness - 2011/2012 (R$ millions) 2011

2012

Variation

Short term

541.7

1,012.4

86.9%

Loans, financing, and lease

163.1

805.3

393.7%

Debentures

378.6

207.1

- 45.3%

1,134.4

2,272.0

100.3%

Loans, financing, and lease

189.8

164.4

- 13.4

Debentures

944.6

2,107.6

123.1%

1,676.1

3,284.4

96.0%

671.8

1,026.1

52.7%

1,004.3

2,258.3

124.9%

Long term

Gross indebtedness Cash and cash equivalents Net indebtedness

Investments Grow

Investments consolidated by EcoRodovias in 2012 reached R$ 503.6 million, 32.0% above the total recorded in 2011. In the sector of highway concessions, investments totaled R$ 409.9 million, 44.9% above the total spent in 2011. Resources were mainly directed toward works of improvement and expansion of the highways (35.3%), paving and special conservation (42,0%), investments in hardware and toll equipment, other ongoing works and improvements in signage and safety devices in the five concessionaries currently in operation. Highlights were the duplication of the 14.4 kilometer section of Ecocataratas, between the cities of Pedreira da Itatiba and Medianeira, in Paraná; investments in Ecopistas for the adjustment of Trevo dos Pimentas; and the implementation of the fifth lane between km 26 and km 41 of Imigrantes Highway, carried out by Ecovias dos Imigrantes.

Investments in highway concessions totaled R$ 409.9 million, 44.9% more than in 2011, focusing on highway improvements, paving, and special conservation projects, in addition to road safety.

In the logistics sector in the same period, R$ 36.4 million was invested, 49% less than in 2011. The port sector received R$ 30.9 million. In turn, the shared services company (EcoRodovias Concessões e Serviços) invested R$ 13.2 million, 22.8% less than the previous year.

2012 ANNUAL SUSTAINABILITY REPORT

47

The Value Added Statement (Demonstração de Valor Adicionado - DVA) generated by the EcoRodovias Group totaled R$ 1,610.3 million in 2012, a total that has remained steady over the past two years.

Generated and Distributed Wealth [GRI EC1]

Capital Market

The Value Added Statement (DVA) generated by EcoRodovias in 2012 totaled R$ 1,610.3 million. The figure remained at the same level verified in the two previous years. Of this total, the portion referring to the personnel category recorded a 20.3% increase due to the consolidation of the logistics companies.

The price of EcoRodovias shares (negotiated under ticker ECOR3) increased by 24.0% in 2012. The recognition from the market that the Group seeks sustainable results is also demonstrated by the inclusion of the shares, for the second time, in the 2013 Corporate Sustainability Index (ISE) of BM&FBOVESPA. The ISE reflects the evolution of a set of actions of companies that have a recognized commitment to social responsibility and corporate sustainability, in addition to inducing best practices in the Brazilian corporate environment.

The portion related to taxes, fees, and contributions represented 31.6%. Remuneration of capitals represented 21.6%, equivalent to that of 2011, while the remuneration of equity represented 26.5%.

Demonstration of value added (DVA) - R$ millions Tranche

2011

2012

Government

371.8

509.0

Employees

212.4

326.6

Withheld

242.9

276.3

Shareholders

144.6

150.7

Third parties

290.4

347.5

48

Since 2011, the company has also had its shares listed in the IBrX-100 Index, a price indicator that measures the return of a hypothetical portfolio composed of one hundred shares selected from among the most negotiated shares at BM&FBOVESPA, based on the number of transactions and the financial volume involved in the business, as well as the IGC and ITAG since 2010.

ECORODOVIAS

Ecovias

Payment of Dividends

Shareholders and Investors [GRI 4.4]

The global amount of dividends in 2012 is around R$ 401.0 million, of which R$ 145.8 million was paid to shareholders starting last November 26 as interim dividends.

The relationship between EcoRodovias and shareholders, investors, analysts, and other professionals working in the capital market has been improving every year. To meet these stakeholders’ needs and ensure a dynamic flow of information about their activities and economic-financial performance, the company keeps an updated specific website at: . It is also possible to obtain more information by e-mail: .

As decided at the meeting of the Board of Directors on November 12, 2012, the company must also distribute R$ 255.2 million in dividends to shareholders by December 31, 2013.

Evolution of EcoRodovias shares in BM&FBOVESPA in 2012 140 130

The calendar for the capital market also foresees periodic meetings (teleconferences) to present to analysts and investors the balance sheet and business perspectives, operating results, and financial performance, obtained every quarter through the main changes in governance. One objective of this action is to protect shareholders’ equity.

24%

— increase in the price of the EcoRodovias shares in 2012.

120 110 100 90 80 c

de

11

jan

12

feb

12 12 12 12 12 12 12 12 12 12 12 c v ar apr may jun jul aug sep oct de m no

Note: Base 100 12/31/2011

ECOR3

IBOV

2012 ANNUAL SUSTAINABILITY REPORT

49

Operational Control Center - Ecovias

5

Ecovias dos Imigrantes will invest approximately R$ 328 million to realize new works in the Santos region by 2014, in order to improve the traffic of vehicles in the region.

The traffic of equivalent paying vehicles grew 3.5%. The volume of containers moved at Ecoporto Santos (formerly the Tecondi Complex) grew 5.8%.

Operational Performance

2012 ANNUAL SUSTAINABILITY REPORT

51

With more traffic, new investments —

Movement on the highways increased due to the agricultural harvest, in addition to the transport of containers and to the travel of tourists in the South and Southeast regions, which was concentrated at the end of 2012.

The traffic recorded by the concessionaries managed by EcoRodovias increased 3.5% in 2012 compared with 2011, totaling 207,372,000 equivalent paying vehicles. Of this total, 109,468,000 (52.8%) corresponded to passenger cars and the other 97,904,000 (47.2%) to commercial vehicles (see chart). The traffic on the highways was intensified by the transportation of agricultural crop products (corn and soybean meal), as well as containers, and was further favored by tourists travelling in the Southeast and South regions, concentrated in the last quarter of 2012. In this period, the biggest variations in traffic were recorded on Ecovia Caminho do Mar, Paraná, and on Ecosul, Rio Grande do Sul. On Ecovias dos Imigrantes, the flow of commercial vehicles increased due to the large volume of corn and soy exports toward the Santos and Guarujá ports.

52

Traffic of equivalent paying vehicles (in thousands)

2012 97,904

109,468

207,372 +3.5%

2011 94,985

105,359

200,344 Commercial Passenger

ECORODOVIAS

Ecoporto Santos (formerly the Tecondi Complex)

Logistics Performance

EcoRodovias logistics operations sector is structured into five areas. Below are the main highlights in the performance of each division in 2012. Primary Zone: composed of units Ecopátio Cubatão and CLIA Santos. At Ecopátio Cubatão, Redex services—a special location for exports customs clearance—and Depot, where maintenance service, storage of empty containers, and a truck regulation yard are currently available. At CLIA Santos, customs clearance services can also be hired. In 2012, a total of 81,554 containers were moved in the Primary Zone, 8.5% less than in 2011. The drop was due to the reduction in Redex and Depot operations. On the other hand, the movement of containers at CLIA Santos increased.

In 2012, US$ 4,880 million (FOB, that is, shipped) were moved at EcoRodovias Inland Dry Ports, 8.4% less than in the previous year, mainly due to strikes in the second half of 2012 organized by several trade unions that work at Port of Santos. Border Dry Ports: units of Foz do Iguaçu (PR) and Uruguaiana, Jaguarão and Santana do Livramento (RS), which offer services of bonded warehousing on the borders between Brazil and Uruguay, Argentina, and Paraguay. EcoRodovias movement at Border Dry Ports in 2012 reached the equivalent of US$ 15,102 million (FOB), 6.8% less than in 2011, as a result of the decline in exports observed at border units.

Five

— areas form the logistical operations of EcoRodovias.

Inland Dry Ports: units of Campinas, Barueri, São Paulo, and Curitiba, which offer services of storage and bonded warehousing.

2012 ANNUAL SUSTAINABILITY REPORT

53

Transportation: Inland transportation services provided by our own fleet, independent service providers, and outsourced fleet.

Also in 2012, storage volume totaled 82,068 containers, representing a slight 0.7% rise in relation to 2011.

Revenues obtained from transportation operations accounted for 13.3% of the revenue in the logistics sector in 2012, a decline of 1.7 percentage points when compared with 2011. The drop was due to the shutting down of transportation operations in Rio de Janeiro and the expiration of contracts with clients of the chemical industry in the Alphaville Distribution Center (SP).

Gross revenues of Ecoporto Santos (formerly the Tecondi Complex) reached R$ 370.3 million in 2012, a figure that corresponds to operations carried out between the months of June and December.

Distribution Centers: located in Alphaville, Cajamar, Curitiba, and Ecopátio Imigrantes, offering clients stock management services. The occupation rate in 2012 reached 65.0% of the total of 106 thousand m2 available, with a reduction of 35 percentage points when compared with 2011. The decline was mainly motivated by a change in the profile of the clients served, more specifically to the interruption of services provided to the chemical industry.

The concessionaires make continuous investments and adopt various initiatives to improve the structure of the highways.

Electronic Collection

The total number of tags installed by the STP Sem Parar/Via Fácil was 3,770 thousand units on December 31, 2012, an increase of 16.2% over the same period in 2011. The increase was supported by the coverage of 94.0% of the current toll plazas and 150 associated parking lots. Throughout the year, electronic collection corresponded to 45.2% of all revenue obtained in tolls by EcoRodovias concessionaries. Highway Safety Actions [GRI PR1]

The maintenance of good use condition on the highways it manages is a central aspect for EcoRodovias concessionaries. The companies invest systematically in projects to improve the structure of the highways, which has been making maintenance services easier. Some of the main common initiatives are: • innovative paving technology (asphalt mixed with crumb rubber from spent tires and polymers) • cutting-edge safety solutions (barriers and impact attenuating elements) • improvements in layout (cleaning, painting, and landscaping on the highways)

Ecoporto Santos

In the first fiscal year under EcoRodovias management, and considering the pro forma values of 2011 and 2012, the volume of cargo moved in Complexo Tecondi port operation corresponded to 315,789 containers, a 5.8% increase compared with 2011, with 76.9% being full and 23.1% empty. Port of Santos operation’s market share remained stable at 16.4% in comparison to the previous year.

54

• indicators of safety and flow process which measure, on a monthly basis, rates of accidents, injuries, and deaths—a reference for continuous improvement actions

ECORODOVIAS

More safety on the roads — The EcoRodovias Group promptly joined the campaign For an accident-free highway, launched in 2012 by the United Nations. The initiative runs traffic safety messages and guidelines on TV shows, radio, newspapers, magazines, and banners along the road. At toll plazas, drivers receive the first volume of the Practical Guide to Safe Travel, with tips on driving through fog.

With all of these actions, the number of pedestrian fatalities on Ecovias dropped from 35 in 2011 to 27 in 2012, a reduction of nearly 23%. For more information, visit:

One of the five concessionaries involved in the campaign, Ecovias dos Imigrantes, adopts other traffic safety initiatives, notably the planting of Sansão do Campo (Mimosa caesalpinifolia) and the installation of screens in the median strip to prevent pedestrians from crossing; educational actions in communities; incentives for the use of pedways; more signs for drivers; speed reductions in some sections of the road; and improvements in lighting and access to pedways.

Mobilization campaign “For an Accident-free Highway”

2012 ANNUAL SUSTAINABILITY REPORT

55

The Group’s concessionaries adopt a series of other practices to keep the roads safe, such as: • operation to repair potholes throughout the entire highway; asphalt coating plans; improvements in the road structure and landscaping; • application of reflective stickers on the bicycles of residents and employees of partner companies to increase visibility for drivers. The concessionaire develops traffic safety campaigns in partnership with city traffic organizations and highway patrol (state and federal); • defensive driving training, road signage, and accident drills; development of the Accident Prevention and Reduction Program (Programa de Prevenção e Redução de Acidentes - PPRA) with the purpose of reducing the number of occurrences on the road;

Ecovias dos Imigrantes: expansion of the number of professionals involved in the accident reduction plan, in addition to the activity of the PRA Road Safety Committee (“Comitê de Segurança Viária do PPRA”), which acts on different work fronts: engineering, operations, awareness-building/education, and inspection. The work developed by PPRA is supported by state organizations, including ARTESP, DER, and the Highway Patrol. The concessionaire achieved important results regarding road safety on the Anchieta-Imigrantes System, expressed by the following data: • the lowest annual number of fatalities since the beginning of the concession (80 in all), a drop of 30% in relation to 2011; • the lowest annual death rate (2.20) since the beginning of the concession, a drop of 35.0% in relation to 2011;

• firefighting training and traffic safety campaigns. • the lowest rate of annual accidents since the beginning of the concession (1.59), a drop of 6.5% in relation to 2011.

Ecovias dos Imigrantes:signage 56

ECORODOVIAS

Additional Investments

EcoRodovias operations have occasionally surpassed requirements expressed in concession agreements, acting to meet the demands of public entities to ultimately ensure the safety of users, as well as better cleanliness and landscaping conditions along the roads (see table).

Social investments in the infrastructure of the concessionaries in 2012* [GRI EC8] Infrastructure

R$ thousands

Ecovias Implementation of pedway at km 3 of SP-248/055 (complementation of 2011)

R$ 600

Adjustment of south margin exit to south lane km 59 to 60 of SP-150 — South-PRA

R$ 110

Implementation of metal guard rails, concrete barriers, and impact attenuators

R$ 2,990

Implementation of screens and wire netting on median strip

R$ 800

Implementation of screens over barriers

R$ 390

Implementation of safety areas on SAI—PRA

R$ 310

Access ramp / Merging lane at km 22 of SP 150—south margin — PRA

R$ 600

Building maintenance (SAU, operating bases, and truck driver support area)

R$ 2,760

Ecovia Lighting for pedestrian crossing—plateau Implementation of New Jersey Barrier—BR-277, km 77.5 to km 80.5 Educational lane Adjustment of at-grade intersection at km 29 BR-277

R$ 75 R$ 3,400 R$ 125 R$ 29

Ecocataratas Implementation of metal guard rails

R$ 628

Implementation/expansion of third lane

R$ 882

Implementation of concrete barriers

R$ 2,489

Extension of bus stop area on km 584+400

R$ 300

Expansion of storm drain capacity along BR-277

R$ 721

Expansion of two returns in Foz do Iguaçu

R$ 300

Duplication of BR-277 km 660+500 km 674

R$ 50,586

Ecosul Donation of clay (Gonzaga Tennis Club court) Services to Fenadoce

R$ 2 R$ 25

Bus shelters

R$ 9

Traffic signs on Av. Bento Gonçalves

R$ 1

Implementation of polycarbonate covers at toll plazas

R$ 33

Improvements in Retiro and Capão Seco weighing stations

R$ 16

Adjustments in signage at intersection of km 83 of BR-392 Total

R$ 5 R$ 68,185

— *In this period, Ecopistas did not do any work or projects (outside the scope of the agreement) for the benefit of the public, through commercial engagement, in cash, or pro bono activities.

2012 ANNUAL SUSTAINABILITY REPORT

57

Seedling nursery - Ecovias

6

The EcoRodovias Group remains listed in the 2013 portfolio of BM&FBOVESPA’s Corporate Sustainability Index (ISE) for the second consecutive year. In the 2012 edition, EcoRodovias was classified as a Model Company by the Sustainability Guide of Exame magazine. The two social and environmental goals undertaken by senior management were met: to obtain a 2% reduction in GHG emissions and to remain listed on BM&FBOVESPA’s Corporate Sustainability Index (ISE).

In 2012, EcoRodovias joined the UN campaign For an accident-free highway, which expects to reduce by 50% the number of traffic accidents worldwide. The EcoRodovias Group is an effective member of the platform Companies for the Climate (Empresas Pelo Clima - EPC), which helps company leaders reduce GHG emissions, manage climate risks, and propose public policies.

Through the Automatic Vehicle Identification (AVI) system in the concessionaries, the Group managed to reduce emissions in 727.8 tons of CO2. EcoRodovias has its own plant to make asphalt mixtures with the addition of 15% crumb rubber from spent tires — ecologic asphalt.

Social and Environmental Performance

2012 ANNUAL SUSTAINABILITY REPORT

59

Economic growth with social responsibility —

The EcoRodovias’s Social Responsibility Policy includes a fundamental concept for the evolution of the business: economic growth aligned with sustainable development.

Allying economic growth to sustainability guidelines represents a fundamental concept integrated into EcoRodovias Social Responsibility Policy guidelines. The Group adopts initiatives that demonstrate effective contributions to the social and cultural development of its several relationship audiences, especially surrounding communities, users, and employees. Values like ethics, respect, and transparency guide the Corporate Code of Conduct and obtain a cross-sectional validation in the day-to-day of each business unit. The company follows international environment regulations on quality and health and safety that help conduct its policies and guidelines, voluntarily undertaking social and environmental commitments, and aiming at improving management. One of the social responsibility programs promoted by the company is Ecoviver, which seeks to, in a multidisciplinary fashion, raise the awareness of children and adolescents in public

60

schools about the proper destination for solid waste. The project serves neighboring communities, near the areas where the concessionaries of the Group operate, and in six years of activities has served more than 230,000 students from 25 cities. Relationship Audiences

The relationship with EcoRodovias stakeholders is marked by ethical conduct with transparency and respect. Employees, users, suppliers, communities, shareholders, investors, government, press, NGOs, financial institutions, professional associations, subsidiaries, and competitors are continuously engaged through climate surveys, disclosure of results, social responsibility projects, communication channels, customer service and public hearings, among others. The company also relies on the support of an Ombudsman’s office that anonymously receives all complaints, reports, and suggestions from stakeholders (read more in section Corporate Governance, on page 30)

ECORODOVIAS

Media Outlet

Target Audience

Frequency

Institutional site

All company stakeholders

IR site

EcoRodovias Group national and international individual and institutional investors

ECOR3 newsletter

EcoRodovias Group individual investors

Real time (online)

Quarterly Monthly Real time (online) Weekly

Newspaper Gente Wall of Gente

All EcoRodovias employees

Bulletin of the Gente

Administrative employees

According to demand

Clipping

All leaders

Monday through Friday

Internal radio

All employees of Ecocataratas, Ecovia, and Ecosul

Daily

Sites of highway concessionaries Twitter of highway concessionaries

Real time (online)

Users of highway concessionaries

EcoRodovias Portal magazine

Real time (online) Daily

EcoRodovias SP and EcoRodovias PR magazines

Users of all highway concessionaries of the Group in the states of SP and PR

Monthly

Ecosul magazine

Ecosul users

Bi-monthly

Public Authorities [GRI SO6]

Communication Channels [GRI 4.15, 4.16, 4.17, PR7]

Given the nature of the business, the company maintains frequent contact with representatives of the government and public agencies in the regions where it operates to provide information that demonstrates observance of current laws and obligations expressed in the concession agreements. To that end, all companies controlled by the Group are regularly subjected to external inspection and audits, acting in compliance with Article 24 of Electoral Law No. 9.504/97, which forbids financial contributions to political parties, politicians, or related institutions.

EcoRodovias makes several communication channels (printed and digital) available for internal and external audiences as a way to keep a dynamic flow of information about its main public activities and initiatives.

2012 ANNUAL SUSTAINABILITY REPORT

In 2012, the company did not receive any fines related to the occurrence of non-compliance with regulations and self-regulation codes related to marketing communications, including ads, promotions, and sponsorship.

61

EcoRodovias is integrated, for the fourth consecutive time, in the list of the 150 Best Companies to Work for in Brazil, a survey by Você S.A. and Exame magazines with Fundação Instituto de Administração (FIA). And, for the second consecutive year, the company is in the ranking of the 130 Best Companies to Work for, defined by Época magazine/Great Places to Work.

Well-being at Work

Guaranteeing the well-being of its employees and investing in programs that promote quality of life and balance between personal and professional life are some principles adopted by EcoRodovias in each business unit. For the Group, the participation of the company in the lives of its employees extends to the workplace, reaching their families and communities. Therefore, besides offering market competitive benefits, the company invests in integrated management, marked by principles of equity and responsibility for the internal audience.

Total number of employees by type of employment, contract and region [GRI LA1] Part time

Full time

Own employees

EcoRodovias Infraestrutura

2

32

34

EcoRodovias Concessões e Serviços

2

322

324

106

480

586

0

364

364

404

1,395

1,799

8

160

168

17

304

321

0

5

5

3

295

298

38

1,868

1,906

580

5,225

5,805

2012 SP

Ecovias Ecopistas Ecoporto Santos (formerly the Tecondi Complex) PR Ecovia Ecocataratas ES ECO-101 RS Ecosul GENERAL Elog Total

62

ECORODOVIAS

Probem —

Organizational Climate

Since 2005, EcoRodovias has carried out the Organizational Climate Survey as a way to ascertain the perception of employees about the work environment. Since 2009, the process has been conducted in partnership with the consulting firm Great Place to Work. Results are disclosed internally and serve as the basis for creating climate committees that define, adopt, and monitor the progress of action plans. Until 2011, the survey was annual; in 2012, it started being administered every two years.

In 2012, the EcoRodovias Group implemented the Program for the Well-being of the Employee (Programa para o Bem-Estar do Colaborador PROBEM) with the objective of improving the quality of life for any employee, along with his/ her family, who might be experiencing a difficult situation personally or professionally. The employee consults with a psychologist or social worker at an external customer service center (0800) that analyzes the need and forwards it to a service network with more than 4,000 professionals in the areas of psychology, psychiatry, social service, and legal and financial consultancy. After the first appointment, the program offers periodic follow ups to participants.

The Climate Survey is reported to the Company’s Board of Directors. Through this channel, employees can criticize and give their opinion about the work environment. The latest survey was carried out in 2011 and, based on the data collected, action plans were realized during 2012 to improve results. Climate Committees are formed by managers, who are considered responsible for improving the climate, and by invited employees. This model aims at strengthening the relationship of trust between leaders and their teams. Internal Communication Survey

In January and February of 2012, EcoRodovias carried out an Internal Communication Survey (qualitative) among the Group’s employees, based on the method of in-depth interviews. The goal of the survey was to evaluate, in a general way, internal communication and the company’s communication channels.

2012 ANNUAL SUSTAINABILITY REPORT

Ecovia

63

At concessionaries, the result of the survey was quite positive. An increase in internal communication was perceived, along with the creation and improvement of the tools used, and the communication channels were considered effective and efficient. In the case of Elog, the survey detected the need to improve the newspaper Gente in order to make reading easier. This situation is due to the short time that elapsed between the acquisition, integration, and adaptation phase of the logistics company to the company’s management model.

Dental care Day care assistance Funeral assistance Funeral assistance to family members Family protection benefit Check-up for executives Complementary illness assistance Pharmacy assistance Payroll-backed loans Funeral leave

Salaries and Benefits [GRILA3, LA4]

EcoRodovias offers all of its employees working part time or full time the following benefits:

Maternity leave Paternity leave Chartered bus Private pension plan Profit sharing program Quality of life programs Life insurance Health insurance Travel insurance Restaurant subsidy Meal vouchers Transportation vouchers — Note: Meal voucher values are proportional to working hours and work location.

The employees, whose labor contracts are governed by the Brazilian Labor Law (Consolidação das Leis do Trabalho - CLT), are free to negotiate Collective Bargaining Agreements, which consider topics such as salary adjustments, overtime, and working hours. Negotiations between labor union representatives and the concessionaries take place annually (in the first half of the year), observing market conditions and the regions where employees work. Collective bargaining agreements consider all of EcoRodovias personnel.

Ecopistas 64

ECORODOVIAS

Initiative of the campaign “Headlights On are Visible to All” on Ecocataratas - Cataratas Highway

Proportion of base salary between men and women [GRI LA14]

Men

Number of women

Number of men

Proportion of base salary between men and women

Employees (R$) Women Administrative Junior Analyst

2,841.49

2,885.09

67

78

- 1.51%

Analyst

3,804.24

3,946.68

64

43

- 3.61%

Senior Analyst

5,381.31

6,102.89

13

19

- 11.82%

Junior Assistant

1,438.60

1,434.17

57

28

0.31%

Assistant

1,926.23

1,839.70

105

48

4.70%

Senior Assistant

2,534.40

2,517.48

11

12

0.67%

Aide

1,124.02

1,155.34

45

25

- 2.71%

1,319.15

1,335.66

982

1,965

- 1.24%

-

-

-

-

-

Customer Service

Directors*

— *Positions for which there is no comparison between men and women.

2012 ANNUAL SUSTAINABILITY REPORT

65

Men

Number of women

Number of men

Proportion of base salary between men and women

Employees (R$) Women MANAGEMENT Manager

15,165.00

14,763.61

2

29

2.72%

Senior Manager

21,734.00

19,970.92

7

33

8.83%

Junior Manager

10,949.07

10,968.85

8

17

- 0.18%

Administrative services

7,844.22

8,041.06

35

48

- 2.45%

Technical services

8,631.50

9,397.04

2

24

- 8.15%

Operational services

4,524.00

7,056.80

1

34

- 2.45%

Coordinator

Meeting of the members of the Sustainability Committees 66

ECORODOVIAS

Proportion of the lowest local salary compared with minimum wage — 2012 [GRI EC5] Comparison items Variation in the proportion of the lowest local salary compared with minimum wage

Minimum wage on December 31, 2012 - (R$) Lowest salary - (R$) (except interns, apprentices, outsourced employees, and part-time employees) Ration between lowest salary and local minimum wage Percentage of employees (in relation to the total number of employees in each unit) that earn this salary

Paraná

São Paulo

Rio Grande do Sul

Ecovia

Ecocataratas

Elog Sul

Ecovias

Ecopistas

Ecoporto Santos*

Elog Sudeste

Ecosul

Elog Sul

622.00

622.00

622.00

622.00

622.00

622.00

622.00

622.00

622.00

690.60

749.79

825.00

836.45

654.00

806.00

748.00

664.30

825.00

1.11

1.21

1.33

1.34

1.05

1.30

1.20

1.07

1.33

6.58%

0.35%

0.41%

47.8%

72.5%

12.19%

8.00%

0.36%

21.61%

— *Formerly the Tecondi Complex

Diversity [GRI HR3, HR4]

EcoRodovias communicates the expectation of respect for diversity of genders and equal opportunities in all companies integrated into the Group. Additionally, it expresses in its Code of Corporate Conduct that any type of social, political, color, race, gender, or religious discrimination is unacceptable and develops onboarding programs to integrate new employees, training, and periodic meetings. Throughout the year, there were two lawsuits related to alleged sexual discrimination at Ecovia which were unfounded. There is another case of moral harassment filed by a former employee of Ecopistas which is still under analysis. The lawsuit is in its initial phase, awaiting a hearing to produce evidence. Another important aspect regarding the conduct of the internal audience is related to human rights. In 2012, a total of 838 hours were dedicated to training on policies and procedures related to this universal topic, with the participation of 1,676 employees. Ecovias 2012 ANNUAL SUSTAINABILITY REPORT

67

Elog unit in Alphaville (SP)

Equal opportunities [GRI LA13] Distribution of total employees by age group

2010

2011

2012

-

1

66*

18 to 35

1,492

1,438

3,739

36 to 45

363

414

1,326

46 to 60

139

144

633

8

8

41

Under 18

3,739

Over 60 — *Apprentices

— employees are between the ages of 18 and 35.

68

ECORODOVIAS

Employee category x Minorities Women

Black

People with disabilities

Above 60 years of age

Board of Directors

-

-

-

-

Executive Board

-

-

-

1

Management

1

-

-

-

Advisor

5

1

-

-

15

5

-

-

Administrative

169

33

3

-

Service

626

263

26

6

Interns

-

-

-

-

1

-

-

-

Women

Black

People with disabilities

Above 60 years of age

Board of Directors

-

-

-

-

Executive Board

-

-

-

1

Management

1

-

-

-

Advisor

4

1

-

1

15

4

-

-

Administrative

187

44

8

-

Service

712

303

29

6

Interns

-

-

-

-

1

-

-

-

Women

Black

People with disabilities

Above 60 years of age

Board of Directors

-

-

-

-

Executive Board

-

-

-

1

12

1

-

2

5

1

1

1

38

4

-

-

525

31

23

7

Service

1,168

325

86

30

Interns

7

1

-

-

36

1

1

-

2010

Coordinator

Apprentices 2011

Coordinator

Apprentices 2012

Management Advisor Coordinator Administrative

Apprentices

2012 ANNUAL SUSTAINABILITY REPORT

69

EcoRodovias’s contributions to the pension plan Values (R$)

2010 1,015,686.53

2011 1,197,562.32

2012 1,536,782.20

Pension plans [GRI EC3]

Another benefit granted to all employees legally registered for more than three months is the private pension plan, with two investment options: Free Benefit Generating Plan (Plano Gerador de Benefício Livre - PGBL) and Redeemable Life Insurance (Vida Gerador de Benefício Livre - VGBL).

Training and Education [GRI LA10, LA12]

The result of this assessment determines the value the employee will receive from the Profit Sharing Program (Programa de Participação nos Resultados - PPR). The assessment also represents an essential aspect for careers in the company, and the numbers are used for promotion, transfers, and internal recruiting processes. The company works systematically to incorporate new improvements in the current rules of PADE, reaching 100% of the employees.

With the objective of searching for new talents and developing their professional abilities, EcoRodovias implemented in 2007 the Goals and Competencies Assessment System in the Performance Assessment Program (Programa de Avaliação de Desempenho - PADE), which aims at identifying each year, talented, high value

PADE is structured in three formal phases: goal setting and PDI, review, and final evaluation. Whenever there is any change in the tool, all employees get new training. The evolution of the system is part of the program’s goal plan, along with PDI management.

Contributions by the company vary according to the employee’s nominal salary: 1% for those who earn up to R$ 3,193.42, or a minimum contribution of R$ 20; and between 3% and 10% for those who earn higher wages, with EcoRodovias’s consideration matching the percentage. To date, 69% of the employees have joined the plan.

70

professionals based on their performance and competencies. The program encourages commitment and achievement of goals through the Individual Development Plan (Plano de Desenvolvimento Individual - PDI), developed jointly by the manager and the employee.

ECORODOVIAS

The evolution of Pade — 2012 Throughout the year, the system was modernized and integrated into the payroll to ensure the constant updating of employees’ data. The company made new PDI tools available: e-learning, TV Training, and Competencies Academy. 2011 and 2010 Managers took training on feedback. 2008 The program was structured.

Academy of Competencies Program

EcoRodovias Group Academy of Competencies is a management tool that allows the realization of specific training courses aimed at enhancing the qualifications of the internal audience. Currently, there are more than one hundred free technical and behavioral courses. Overall, 90% of the courses offered are taught by the employees themselves, previously prepared by the company through a multiplier training program. The list of all courses is available on the intranet (on the company’s site) and is updated twice a year. Other initiatives complement the Competencies Academy Program: • e-learning – ensures the evolution of the culture of high performance and the use of cutting-edge technology. • TV Training – shows scenes from movies to give examples of behaviors and challenges in the corporate environment.

2012 ANNUAL SUSTAINABILITY REPORT

• Apoena Library – has a collection with more than 5,000 books, along with DVDs and magazine subscriptions. Employees of any unit of the Group can choose through the intranet the publication to be read and receive it via internal mail bag. In 2012, a total of 4,030 books and 616 movies were borrowed and the space was visited 9,486 times. • Partnerships – with educational institutions and universities, which give discounts between 40% and 50% of the total tuition. Additionally, the company offers free post-graduate and language courses to managers and employees with outstanding performance.

In 2012, EcoRodovias offered more than 90,400 hours of training, a total investment of R$ 1,665,751.13. 71

Total number of hours and employees trained in 2012 Number of employees by category

Number of training hours in 2012

Number of training hours /Number of employees by category

Executive Board

14

373

26.6

Management

25

1,639

65.6

Advisor

14

370

26.4

Coordinator

65

6,566

101.0

368

21,207

57.6

Service

1,586

50,222

31.7

Interns

3

108

36.0

20

714

35.7

Category

Administrative

Apprentices

Workplace Safety [GRI LA6, LA7, LA8, LA9, PR2]

Internal Accident Prevention Commissions (Comissões Internas de Prevenção de Acidentes CIPA), formed by employees elected from each unit of the EcoRodovias Group, act together to manage safety at work and prevent work-related accidents and diseases. All employees are represented by CIPA which, among other initiatives, also organizes the Internal Work-related Accident Prevention Week (Semana Interna de Prevenção de Acidentes no Trabalho - SIPAT), held every year.

are: Active Health (Saúde Ativa—prevention of diseases through check-ups); PROBEM—Programa de Assistência Psicossocial (Psychosocial assistance program for all employees and their dependents); Prenatal Course; Exercise at Work; and Truck Driver Health. Wage agreements made in annual negotiations with labor union representatives include clauses on safety and health in the work environment. Here are the main topics covered in the documents: • Personal Protective Equipment (PPE)

In 2012, only Ecopistas was notified twice by the Ministry of Labor and Employment (Ministério do Trabalho e Emprego - MTE) concerning users’ health and safety. These notifications were related to ergonomic conditions of toll booth operators, and the requirements have been met. The Specialized Service on Safety Engineering and Occupational Medicine (Serviço Especializado em Engenharia de Segurança e Medicina do Trabalho - SESMT) is composed of doctors, nurses, engineers, and occupational safety technicians working for the well-being of employees, with daily services and the promotion of internal training on the topic. Additionally, the company offers health and quality of life programs for employees and their families, as well as for the surrounding communities (near their operations). Some of the programs

72

• CIPA (except Ecocataratas) • Reporting of work-related accidents (except Ecocataratas) • Participation of employees’ representatives in safety and health inspections, audits, and accident investigations (except Ecocataratas) • Training and education (except Ecocataratas) • Complaint system (except Ecovias, Ecocataratas, and Ecosul) • Right to refuse unsafe work (except Ecocataratas) • Periodic inspections (except Ecovias, Ecocataratas, and Ecosul)

ECORODOVIAS

Total number of employees

Total number of Workplace Safety technicians

members of CIPA

2 2

12

3

17

2

8

2 1

8

Ecovias Ecopistas ECOVIABLZ Ecocataratas Ecosul

Ecovias* Ecopistas Ecovia Ecocataratas Ecosul — *Ecovias also has a Workplace Safety engineer.

Workplace incidents at EcoRodovias* Types Number of injuries Cases of occupational diseases Number of lost days Absenteeism Number of deaths

2010

2011

2012

61

60

70

0

1

0

960

859

498

NA

4.79%

4.43%

2

0

0

— *The report of the number of accidents increased due to the implementation of the OHSAS 18001 system, in situations in which the accident was not reported previously, or it was reported only through a doctor’s excuse. NA - information not available.

2012 ANNUAL SUSTAINABILITY REPORT

73

Distribution of the total number of employees by gender and age group - 2010/2012 Total

Total number of employees

Number of employees who left the job

%

2010

2011

2012

2010

2011

2012

2010

2011

2012

1,101

1,085

4,015

366

248

1,140

33.2

22.9

28.4

791

920

1,790

277

271

552

35.0

29.5

30.8

0

1

66

1

0

6

0

0

9.1

18 to 35

1,407

1,438

3,739

556

432

1,280

39.5

30.0

34.2

36 to 45

344

414

1,326

65

67

287

18.9

16.2

21.6

46 to 60

133

144

633

20

19

107

15.0

13.2

16.9

8

8

41

1

1

12

12.5

12.5

29.3

Gender Men Women Age group Under 18

Over 60

Professional Outplacement [LA2, LA11]

The concern for the well-being of employees does not end when they leave the company. Since 2006, EcoRodovias has offered two types of outplacement programs— one aimed at professional outplacement and another aimed at financial guidance and support for entrepreneurship. Specialized and leading professionals rely on the support of external specialized consulting firms. On the other hand, other employees receive eight-hour training with tips on how to prepare a résumé, along with rules on how to behave within a group dynamic and during interviews and other aspects of work etiquette.

Inventory control at the Elog unit, in Alphaville (SP) 74

ECORODOVIAS

Evaluation by highway users - 2010/2012 2010

86%

— is the average positive evaluation by users about all highway concessionaires in the Group.

Evaluation (%)

Sample (total number of people)

Positive

Average

Negative

Ecovias

800

88.6

9.7

1.7

Ecopistas

800

92.9

6.7

0.4

Ecovia

940

90.0

7.0

2.0

Ecocataratas

900

78.5

16.8

4.6

Ecosul

900

74.5

19.6

5.9

Concessionaire

2011 Evaluation (%)

Sample (total number of people)

Positive

Average

Negative

Ecovias

940

89.0

10.0

1.0

Ecopistas

800

91.4

8.0

0.6

Ecovia

904

90.0

12.0

2.0

Ecocataratas

925

81.0

17.0

2.0

Ecosul

900

72.0

21.0

8.0

Concessionaire

Satisfaction Surveys [GRI PR5]

Ensuring quality service and promoting actions that systematically improve the provision of service has been a practice adopted by the company since 2002 with the User Satisfaction Survey. Every business unit relies on an individual scale by which topics related to a series of items are evaluated, such as signage and safety, traffic control, cleanliness, visibility, paving, communication and information services, inspection, ease and speed of paying tolls, etc. The sample is formed by drivers of light vehicles and trucks, except during holidays. On Ecovia, Ecopistas, and Ecocataratas, the survey is annual, whereas on Ecovias and Ecopistas it is done once every six months.

2012 ANNUAL SUSTAINABILITY REPORT

2012 Evaluation (%)

Sample (total number of people)

Positive

Average

Negative

1,800

87.3

11.4

1.3

Ecopistas*

800

90.9

8.7

0.5

Ecovia

971

93.0

6.0

1.0

Ecocataratas

422

80.0

17.0

3.0

Ecosul

900

77.5

14.5

8.0

Concessionaire Ecovias

— *With the recovery of the Ayrton Senna/Carvalho Pinto corridor, Ecopistas was the concessionaire that obtained the best evaluation in 2012, with 90.9% approval. The highway was newly paved, the construction of additional lanes was initiated, and the intersection of Bairro dos Pimentas, in Guarulhos (SP), was modified. Note: Surveys were carried out by Instituto de Pesquisa A Tribuna (IPAT), Diferencial Pesquisa de Mercado, and Instituto de Pesquisas de Opinião (IPO).

75

Free Services

To detect and solve occasional abnormalities on the highways managed by EcoRodovias concessionaries, the companies offer their users free towing, mechanical assistance, medical aid, highway inspections, and specific services on long holidays and vacation periods.

Tow truck and ambulance services required on concession highways Ecovias

2012 Number of calls Average time of arrival

Tow truck

Ambulance

Tow truck

Ambulance

41,521

8,808

39,022

3,591

00:13:49

00:09:00

00:13:00

00:05:00

Ecovia

2012 Number of calls Average time of arrival

Ecopistas

Ecocataratas

Ecosul

Tow truck

Ambulance

Tow truck

Ambulance

Tow truck

Ambulance

20,637

2,767

16,824

3,296

17,207

3,888

00:03:53

00:06:27

00:25:08

00:09:00

00:23:00

00:12:00

Complaints and compliments from users - 2012 2012

Ecovias

Ecopistas

Ecovia

Ecocataratas

Ecosul

Total

Complaints 685

Most frequent reason

988

Conservation/ cleanliness (related to Object on the the period of pavement recovery and the paving of the highways in the system)

1,034

Objects on the pavement

1,159

1,702

5,568

Objects on the highway Object on the (rocks, tire pavement retreads, (rock) reflective road studs, etc.)

Compliments 172

Most frequent reason

76

Road Assistance employees

1,542 Employees (related to service provided by route, tow truck, medical aid, and toll employees)

145

Compliments to Ecovia in general

48

Compliments to the User Service Center (SAU)

302

2,209

Service provided by the SAU unit

ECORODOVIAS

Based on the results obtained by the surveys, concessionaries took the following measures: • Reduced the time between road sweepings. • Intensified training programs for contractors, with the objective of keeping the highways clean during the work. • Trained employees working at tolls and driving tow trucks and ambulances on best customer service practices.

dards of EcoRodovias governance. Outsourced professionals who provide services of towing, safety and surveillance, pre-hospital care, and traffic operation also receive specific training. The company does not have a formal structured policy that favors the hiring of local suppliers; however, 80,0% of each business unit’s needs are addressed locally. In 2012, the distribution of purchases made by concessionaire was the following: • Ecovias: 28.7%

Select Suppliers [GRI 4.16, EC6, HR2, HR6, HR7]

EcoRodovias selects its suppliers based on criteria established by the Code of Corporate Conduct. In 2012, a new tool to register and evaluate these commercial partners was implemented, aiming at a series of improvements. The main measures foreseen are:

• Ecopistas: 29.8% • Ecovia: 13.4% • Ecocataratas: 15.4% • Ecosul: 12.7%

• Creation of a single corporate database to make it easier to verify companies previously approved • Periodic evaluations to classify suppliers’ performance • Automate and monitor the validity of documents and certificates • Approve suppliers and service providers observing labor, tax, environment, and human rights laws • Blacklist irregular suppliers or those with a history of negative evaluations The Group has established as a primary condition in hiring service providers and suppliers the prohibition of the use of child workforce, as well as bonded labor, practices considered capital offenses and which lead to immediate termination of the agreement, as provided in the Attachment of the agreements “General Terms for Hiring Services.” Every concessionaire must monitor the fulfillment of these guidelines.

EcoRodovias adopts social criteria in the selection of its suppliers, in addition to providing a training agenda of the Integrated Management System (SGI).

Additionally, all companies hired participate in the training on Integrated Management System (Sistema de Gestão Integrado - SGI), an opportunity to comply with current principles and stan-

2012 ANNUAL SUSTAINABILITY REPORT

77

Surrounding Communities [GRI EC7, EC9, SO1]

Keeping direct communication channels with surrounding communities and promoting campaigns on traffic safety and education have been practices adopted in all EcoRodovias business units. At the same time, concessionaries prefer to hire local workforce, contributing to the generation of local jobs. A good example is Projeto Capacitar (Training Project), which began development in 2012 at Ecovias as one of the concessionaire’s strategic goals. The objective is to generate employment and income through professional training for people living near the Anchieta-Imigrantes System. In the first year, the initiative was successful in reaching the target of training a group of 40 people.

Expo Cascavel (PR), promoted by the Ecoviver Project

Hiring local workforce - 2010/2012 Unit

Total number of senior management members

Total number of senior management members coming from local communities

2010

2011

2012

2010

2011

2012

2010

2011

2012

256

295

322

9

14

17

5

2

9

30

31

34

9

12

13

1

2

6

Ecovias

562

599

585

6

7

7

2

0

4

Ecopistas

316

332

364

4

5

5

2

1

2

Ecovia

144

154

160

3

3

5

2

2

5

Ecocataratas

310

312

312

4

4

3

2

5

1

Ecosul

274

282

295

4

4

3

2

5

1

ECO-101

0

0

5

0

0

3

0

0

0

Elog

0

0

1,877

0

0

46

0

0

35

Ecoporto Santos (formerly the Tecondi Complex)

0

0

1,761

0

0

16

0

0

15

EcoRodovias Concessões e Serviços EcoRodovias Infraestrutura e Logística

78

Own employees

ECORODOVIAS

Business Sustainability — Environmental Conservation

EcoRodovias is committed to best sustainable practices and environmental conservation. The company develops, internally and externally, actions that aim at reducing environmental impacts derived from its operations and adopts continuous improvement measures in the generation and destination of solid waste, effluents, emissions, noise, water, and electricity consumption, among other items. The Integrated Management Program (Programa de Gestão Integrada - PGI) sets targets to improve natural resources management, encourage the use of less polluting alternatives, and improve control over the consumption and disposal of supplies. The application and monitoring of these indicators is under the responsibility of the Integrated Management System (Sistema de Gestão Integrada - SGI). Social and Environmental Practices [GRI 4.12]

To implement and manage environmental actions, EcoRodovias relies on the Sustainability Advisory, which is also in charge of guiding the actions of the Sustainability Committees of each subsidiary. Since 2007, the Group has reported its annual performance (economic-financial and social and environmental) according to the guidelines of the Global Reporting Initiative (GRI), in addition to reporting the social audit of the Brazilian Social and Economic Analysis Institute (Instituto Brasileiro de Análises Sociais e Econômicas - IBASE). Both reporting tools require the fulfillment of several social and environmental requirements, helping the company to strengthen its management and continuously monitor a series of indicators. Since 2011, the company has been listed in BM&FBOVESPA’s Corporate Sustainability Index (ISE), which includes companies whose

2012 ANNUAL SUSTAINABILITY REPORT

[GRI SO5]

EcoRodovias takes part in two projects led by Fundação Getúlio Vargas (FGV), carried out in partnership with companies from several sectors. The first one is Innovation and Sustainability in the Value Chain (Inovação e Sustentabilidade na Cadeia de Valor), which aims at replicating innovative projects of small- and medium-sized companies in the context of large companies’ value chains. The other program is EPC—a permanent corporate platform to mobilize, educate, and coordinate corporate leaders into managing and reducing greenhouse gas (GHG) emissions, managing climate risks, and proposing public policies and incentives in the context of climate change. More information about the projects is available on the websites:

governance is committed to the best social and environmental practices. EcoRodovias is also an effective member of the Companies for the Climate (Empresas Pelo Clima - EPC) platform, which helps corporate leaders to adopt practices to reduce GHG emissions, manage climate risks, and propose public policies related to climate change. Lab Evaluates Paving

In an unprecedented initiative in the highway concessions sector, the EcoRodovias Group created, two years ago, the first laboratory of paving studies in Brazil, accredited by the National Institute of Metrology, Quality, and Technology (Instituto Nacional de Metrologia, Qualidade e Tecnologia INMETRO), under ISO/IEC 17025 Standard. The goal of the partnership is to carry out new penetration tests, with an emphasis on the following: • Bituminous materials • Softening point—ring and ball method

79

• Cleveland open cup flash and combustion points—hydrocarbons • Viscosity at high temperatures using a rotational viscometer—bituminous materials • Saybolt Furol viscosity—bituminous materials In 2012, the Group received INMETRO’s approval to develop three other tests that had also been evaluated in 2011: • Diametral tensile of asphalt mixtures • Viscosity – Brookfield test with rubber asphalt • Elastic recovery determination through the ductilometer Mitigation of Environmental Impacts [GRI EN7, EN26]

The Group has adopted a series of guidelines and established goals that determine its environmental management, which are gradually incorporated by the subsidiaries.

In the beginning of 2013, a new project that proposed changes in the paying model at toll plazas was implemented, with the purpose of significantly reducing the use of paper and plastic.

In the beginning of 2013, a new project that foresees changes in the paying model at toll plazas was implemented, with the purpose of significantly reducing the use of paper and plastic and with a positive effect on the volume of atmospheric emissions. Therefore, the counting of the money collected will be done electronically and, as a consequence, the armored car that collects the mail bags from all plazas will have its waiting time shortened by approximately 70,0%, thus reducing emissions. Operational Impacts – use of recycled paper for printing; installation of LED bulbs; reuse of milled material (waste generated during highway paving); organization of social and environmental campaigns and lectures. Water – leak detection throughout the system; automatic taps; close-coupled flush tank toilets; installation of cisterns for collection of rainwater. Emissions – priority use of renewable fuels (ethanol) in the fleet of vehicles; use of more energy efficient equipment; chartered vehicles for employee transportation; adoption of videoconferences between the companies of the Group to avoid unnecessary travel. Noise pollution – planting of vegetation around the highways; paving with aggregate in the Caltrans range using rubber asphalt as a binder; monitoring of noise caused by construction work on the highways. Waste – waste sorting in all companies of the Group; specific area to sort out recyclable waste; partnership with pickers’ associations; collection of canvases for reuse on the Reinventar (Reinvent) project. Effluent – treatment station at most of the concessionaries.

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ECORODOVIAS

Foamed asphalt - Ecopistas

Materials used by weight and volume - 2010/2012 [GRI EN1] Materials Aggregates Binders (such as CM30, RC 1C, CAP, Ecoflex) Water-based road marking paint Solvent-based road marking paint Paper to print toll tickets

2010

2011

2012

Unit

167,892

232,904

259,575

m3

16,270

26,678

89,284

ton

346,297

470,387

543,121

liter

43,713

89,396

75,376

liter

114,599

91,681

74,830

roll

2010

2011

2012

Unit

37,798

51,171

57,093

m3

4,726

4,972

4,380

reams

Recycled materials used by business units [GRI EN2] Materials Milled material Recycled paper

2012 ANNUAL SUSTAINABILITY REPORT

81

Destination of Waste [GRI EN22]

“De bem com a via” project – Ecovias

Before the current scenario (with the approval of the National Solid Waste Policy by the National Congress), EcoRodovias had already been working on adjusting to the guidelines of the new legislation. Currently, all types of waste generated by operations on the highways managed by the Group already have the correct destination (see table).

Total weight of waste by type and disposal method - 2012 Material

Volume

Unit

Disposal method

137,605.43 3,000 33 100

kg liter m3 cans

Incineration, recycling, and industrial landfill

5,840

units

Recycling and industrial landfill

1,813.69

kg

Incineration, sterilization, sanitary landfill, and industrial landfill

34.76 42,434.77

ton m3

Reuse in paving

Recyclables

143.89

ton

Recycling

Solid waste from construction

746.87 87

ton m3

Landfill and recycling

Solid waste (used tires and crumb rubber)

217.16

ton

Co-processing and industrial landfill

1,425,133

ton

Landfill

Class I Miscellaneous hazardous waste (originating from accidents on the highways, etc.) Fluorescent bulbs Pre-hospital care waste Class II Milled material

Organic or non-recyclable solid waste

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ECORODOVIAS

A set of goals reinforces the environmental management conducted by all concessionaires in the Group.

Water and energy consumption at the concessionaries - 2010/2012 [GRI EN5] Ecovias

2010

2011

2012

Unit

2%

3%

3%

%

Reduction attained

None

None

None

%

Total energy saved

None

None

None

kWh

Ecopistas

2010

2011

2012

Unit

Energy reduction target compared with previous year

None

None

None

%

Reduction attained

None

None

None

%

Total energy saved

None

None

None

kWh

Ecovia

2010

2011

2012

Unit

1

3

2

%

Reduction attained

1.81

5

0

%

Total energy saved

17,846

52,994

0

kWh

2010

2011

2012

Unit

1

1

0

%

Reduction attained

1.6

6

-

%

Total energy saved

20,641

76,240

-

kWh

Ecosul

2010

2011

2012

Unit

Energy reduction target compared with previous year

None

None

3

%

Reduction attained

None

None

5.36

%

Total energy saved

None

None

79,301.83

kWh

Energy reduction target compared with the previous year

Energy reduction target compared with previous year

Ecocataratas Energy reduction target compared with previous year

2012 ANNUAL SUSTAINABILITY REPORT

83

Water and Energy Consumption [GRI EN8, EN10]

The company establishes annual water consumption reduction targets for every business unit (subsidiaries and concessionaries). If the target is not reached, managers evaluate the main reasons for this and develop a new action plan.

Volume of water withdrawn by source - 2010/2012 Catchment source

2010

2011

2012

Unit

56,265.71

54,237.25

55,433.55

m3

57.00

68.58

73.50

m3

16,328.50

19,998.50

20,064.00

m3

Reused effluents

0.00

0.00

0.00

m3

Other

0.00

0.00

0.00

m3

72,651.21

74,304.33

75,571.05

m3

Groundwater Rainwater Municipal water supply

Total

Seedling nursery 84

ECORODOVIAS

Direct energy consumption - 2010/2012 Type of energy

2010

2011

2012

Unit

254.70

0.00

0.00

m3

1,431,461.74

1,427,702.83

1,381,281.49

liter

63,382.49

44,815.74

59,129.51

liter

1,377,191.73

1,477,540.00

1,398,238.39

kWh

245,482.85

443,223.69

211,994.98

liter

Ethanol (fleet of vehicles)

1,152,199.49

1,076,283.40

1,654,579.00

liter

Electricity (hydroelectric)

17,040,824.00

18,837,265.00

25,477,308.60

kWh

Non-renewable Natural gas Diesel (fleet) Diesel (generators) Electricity (thermoelectric) Gasoline Renewable

Energy Purchasing [GRI EN3]

EcoRodovias adopts as an energy efficiency policy the systematic control and monitoring of renewable and non-renewable resources. To that end, it keeps strict controls over certain procedures that aim at reducing energy consumption and organizes lectures, campaigns, and surveys about conscious consumption. Emission Control [GRI EN16, EN17 e EN18]

With the measures foreseen by the Sustainable Fleet project, EcoRodovias has managed to improve the management of its internal fleet of vehicles to reduce GHG emissions. The initiative, officially launched during the UN Conference Rio+20 in June of 2012 in Rio de Janeiro, foresees the systematic monitoring of nine indicators, aiming at fuel economy and a reduction in the emissions of CO2 and conventional pollutants from corporate fleets of vehicles.

2012 ANNUAL SUSTAINABILITY REPORT

In 2012, the Automatic Vehicle Identification system (AVI) at concessionaries controlled by EcoRodovias has made it possible to reduce 727.85 tons of CO². The service allows the drivers to drive past the toll plaza (at a low speed), without the need to stop the vehicle. Compared with 2011, the adhesion rate has also risen: 10.64% for passenger cars and 6.92% for commercial vehicles. In the manual system, in which the driver needs to stop at the toll plaza, the number of paying commercial vehicles dropped 18.5%, while passenger cars increased 2.20%.

85

In 2012, EcoRodovias reduced its scope 1 GHG emissions by 14.22% and remained listed in BM&FBOVESPA’s Corporate Sustainability Index (ISE).

Total direct and indirect atmospheric emissions - 2010/2012 Tons of CO² e

Scope

Description of emission

Scope 1

Fuel used by the fleet (operational and administrative) and generators

Scope 2

Electric energy purchased

Scope3

Business trips and Employee Transportation

2010

2011

2012

4,196.06

4,757.60

4,080.66

966.62

615.62

1,756.09

1,118.42

1,500.27

1,379.62

— Note: Since 2010, EcoRodovias has been using the GHG Protocol (Greenhouse Gas Protocol) method to calculate GHG emissions. The inventory consolidated by the company is audited by KPMG. The figures in the table do not include fugitive emissions of R22, which totaled 603.9 tons in 2012.

Climate Change [GRI EC2]

The main risks related to climate change that could lead to eventual damage to the operations of the company are as follows: • Loss of assets related to extreme weather events (bridges, overpasses, embankments, etc.) • Crop failure, with a negative impact on collection, since highway traffic is directly linked to agricultural production

The Financial Planning area evaluates all climate risks that might occur throughout the year and submits strategic plans to the Executive Board. In 2012, EcoRodovias answered for the first time the Carbon Disclosure Project (CDP), an initiative promoted by institutional investors that consists of sending a disclosure questionnaire about climate governance to the largest publicly traded companies in the world. The objective is to adjust future investment decisions to the low carbon economy with information transparency.

• Reduction in passenger car traffic, influenced by weather conditions, especially on weekends and holidays

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ECORODOVIAS

Control of significant spills in 2012– [GRI EN23] Highway on which the spill occurred

Volume of the spill

Unit

Material spilled

SP-150

2,000

Liters

Ethanol

SP-150

1,800

Liters

Toluene

SP-055

600

Kg

Ammonia Nitrate

SP-150

20,000

Liters

Ethanol

SP-160

100

Liters

Gasoline

SP-150

2,000

Liters

Ethanol

1,200

Liters

Milk contaminated with diesel

Repair of the leakage source and removal of the contaminated soil by Ecocataratas team.

Action taken

ECOVIAS

Signage/closing of the highway, involvement of competent agencies, and collection of the waste by specialized company.

ECOCATARATAS BR-277

BR-277

7,000

Liters

Diesel

Containment berms by Ecocataratas team. Removal of the liquid contained in the berm and contaminated soil was carried out by the cargo transportation company.

BR-277

300

Liters

Diesel

Removal of contaminated soil by Ecocataratas team.

Liters

Fuels (aviation fuel)

Containment berms by Ecocataratas team. Removal of the liquid contained in the berm and contaminated soil was carried out by the cargo transportation company.

Aviation fuel

Repair of the leakage source and installation of containment berms. The Ecocataratas team managed to recover approximately 5,000 liters of the material that leaked into the soil. Removal of the contaminated soil was carried out by the cargo transportation company.

BR-277

BR-277

BR-277

30,000

10,000

Liters

500

Liters

Gasoline

Repair of the leakage source and installation of containment berms by Ecocataratas team. Removal of the contaminated soil was carried out by the cargo transportation company.

100

Liters

Anhydrous alcohol

Removal of contaminated material from the right of way, which weighed approximately 400kg (contaminated sand).

ECOSUL BR-392

— Note: In 2012, there were no significant spills at Ecopistas or Ecovia Caminho do Mar.

2012 ANNUAL SUSTAINABILITY REPORT

87

All companies in the Group work in a preventive way, educating their employees through training and drills, in addition to promoting campaigns to users of the highway (shippers and transporters). In the case of accidents, they count on appropriate resources to respond to emergencies and control spills. Every quarter, drills are carried out on the highways with the participation of medical teams, tow truck services, and traffic operators. For these drills, lanes are closed for simulations of tipping cargo and landslides, accidents with casualties involving trucks carrying chemical products, collisions, removal of victims, and rescue time. In 2012, 368 hours of training were held for this purpose. In addition to these measures, there is the Accident Reduction Program (Programa de Redução de Acidentes - PRA), developed continuously by employees of several areas of EcoRodovias with the purpose of discussing and searching for solutions for the most critical points.

Impact Management [GRI EN14]

As a way of attenuating negative impacts on society and the environment resulting from the company’s operations and services, EcoRodovias highway concessionaries hold several awareness raising campaigns for users and employees to promote and communicate safety procedures on the highways, including attention to animals that occasionally cross the roads. In these actions, resources like panels and information materials are used and flyers are distributed. There are also signs indicating places for pedestrians to cross and stretches where speeds should be reduced. The Group also plants seedlings on highway surroundings as a way to mitigate environmental impacts, with the cooperation of employees and the community. At Ecovias, for instance, there were two campaigns on the highways in 2012 to communicate public utility information about traffic, health, environment, and biodiversity. The concessionaire also participated and sponsored the EcoRodovias Surf Festival project, distributing 2,000 seedlings of native species of the Atlantic Rain-

“Saúde na estrada” program - Ecosul 88

ECORODOVIAS

Wildlife preservation — In 2012, representatives of Ecocataratas participated in the workgroup that discussed measures to preserve leopards in the Iguaçu National Park (PNI). Attacks to the species were recorded in Santa Tereza do Oeste (PR), a reason for major concern in neighboring communities.

and Rural Extension (Instituto Paranaense de Assistência Técnica e Extensão Rural - EMATER), Santa Tereza City Hall, District Attorney’s Office, Fire Department, and Chico Mendes Institute.

The workgroup relied on the participation of representatives of the Association of Adjacent Communities of Santa Tereza do Oeste (Associação de Lindeiros de Santa Tereza do Oeste), Paraná Institute of Technical Assistance

The concessionaire also developed the project Respeito à Vida (Respect for Life ) for environmental education, in partnership with PNI and Chico Mendes Institute. The objective is to raise the awareness of surrounding communities and users of BR-277 about respect for the fauna, flora, and speed limits in protected areas.

forest. For 2013, financial resources intended for the adoption of mitigating measures have already been approved, aimed at monitoring the fauna in the vicinity of the highways.

and develop a project to improve their quality of life, respecting their culture and customs. A project to build a center to sell handicraft products made by the natives is being studied.

The Group supports the maintenance of parks and conservation areas located near the highways and holds campaigns to fight illegal trading of plants and animals. Near Ecocataratas, for example, there is an area that is distinct: the Indigenous reservation Rio das Cobras, located in the cities of Nova Laranjeiras (90%) and Espigão Alto do Iguaçu (10%), in Paraná. The area of the reservation occupies more than 18,682 hectares, where 600 families of approximately 3,000 Indigenous people live.

With the purpose of preventing spills on the highways, trained teams accompany trucks with hazardous cargo along the way. EcoRodovias concessionaries also adopt specific measures to keep best operating practices that meet relevant technical standards and environmental law. The companies control and monitor highway safety activities during the execution of work on the highways and carry out periodic audits to assess the performance and incorporate possible improvements.

Since June of 2012, the concessionaire, along with SEBRAE, Nova Laranjeiras City Hall, Federal Highway Patrol (PRF), the Department of Highways (Departamento de Estradas de Rodagem - DER) and the National Indigenous Foundation (Fundação Nacional do Índio - FUNAI) have gotten together with representatives of the Indians to better understand their needs

2012 ANNUAL SUSTAINABILITY REPORT

Given its location next to the Atlantic Rainforest region, Ecovia Caminho do Mar has, since 2008, been monitoring the running over of animals, in partnership with the Brazilian Institute of the Environment and Natural Resources (Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais - IBAMA) and the Wildlife Screening Center (Centro de Triagem de Animais Silvestres - CETAS), maintained by Pontifícia Universidade

89

Católica de São Paulo (PUC-SP). In this period, 1,044 animals have been rescued: 28 were sent for recovery at wild animal clinics and at CETAS, and 425 others were sent to the Museum of Natural History of Capão da Imbuia, in Curitiba (PR), for scientific and educational purposes.

Fines [GRI SO8, PR9]

Additionally, the concessionaire is working on a project to map, quantify, and identify exotic trees and those that invade the highway on BR277, PR-508, and PR-407 highways. Between 2010 and 2012, a total of 1,426 of those trees had already been removed.

To monitor compliance with these obligations, EcoRodovias uses a management methodology called Management of Commitments in Concession Agreements, which registers the number of notifications issued by the grantor—the National Inland Transportation Agency (ANTT). The goal is to avoid any infraction; if one is once detected, however, the holding designs an action plan to prevent the infraction from happening again.

In turn, Ecosul has been searching for new clean energy alternatives to be applied at the concessionaire units. To that end, it has outlined an energy diagnosis with the help of a German student. The company also planted 1,930 seedlings of native tree species and distributed 350 other seedlings among employees and at the Pelotas Autonomous Water Supply Service (Serviço Autônomo de Abastecimento de Água de Pelotas - SANEP), which is responsible for the treatment of water and effluents in the city.

EcoRodovias’s investments in environmental management more than doubled between 2011 and 2012 and were focused on the areas of research and development and clean technologies.

90

According to the Code of Corporate Conduct, the EcoRodovias Group concessionaries must comply with all obligations provided in the concession agreements, always preserving the economic-financial balance of the agreement.

In 2012, six fines related to contract breaches by Ecosul were paid. Those occurred in 2007 and, although the company presented recourses and appeals, the charges were well-founded, and total fines were R$ 11,366.29. Only one infraction was forwarded to Ecosul concessionaire, but the administrative proceeding has not yet been judged by ANTT. Ecopistas received 17 notifications from the São Paulo Transportation Agency (ARTESP), totaling R$ 1,394,428.00, and is awaiting a decision. The other concessionaries received no notifications. Environmental Management [GRI EN30]

The volume of investment made by EcoRodovias increased significantly in 2012, reaching R$ 3.7 million. The amount represents more than twice the R$ 1.56 million spent in 2011. The two areas that received most new resources in the period were: • Research and Development – some of the other projects are the installation of LED bulbs in a tunnel on Ecovias dos Imigrantes and the installation of a solar panel over the building of the Batistini toll plaza. • Clean Technologies – adoption of ergonomic improvements in the plant nursery, the irrigation system, and in the extension of the netted shade.

ECORODOVIAS

Environment Week-Ecovias

Total investments and environmental protection costs (R$) Type of expense Waste treatment and disposal Treatment of atmospheric emissions External environmental management services External certification Research and development/ Energy efficiency Clean technologies Total

2012 ANNUAL SUSTAINABILITY REPORT

2010

2011

2012

555,724.03

612,169.32

564,184.50

81,152.08

92,418.98

51,041.10

514,617.93

361,050.06

502,742.58

46,677.50

74,957.29

51,604.49

276,422.08

340,724.08

2,481,072.34

23,497.00

78,219.10

125,869.09

1,498,090.62

1,559,538.83

3,776,514.10

91

Assurance Report Issued by Independent Auditors — To the Directors and Officers of EcoRodovias Infraestrutura e Logística S/A São Bernardo do Campo - SP Introduction We have been engaged by EcoRodovias Infraestrutura e Logística S/A (EcoRodovias) to present our limited assurance report on the compilation of the Information regarding Social Responsibility and Sustainability of EcoRodovias, related to the year ended December 31st, 2012. Responsibilities of Company Management The management of EcoRodovias is responsible for preparing and adequately presenting the Information in the Sustainability Report in accordance with the Guidelines for Sustainability Reports of the Global Reporting Initiative – GRI (GRI-G3.1) and by the internal controls determined as necessary to ensure this information is free from material misstatement, independently if it was resulted by fraud or error. Independent auditors’ responsibility Nossa responsabilidade é expressar conclusão sobre as informações constantes do relatório de sustentabilidade, com base no trabalho de asseguração limitada conduzido de acordo com o Comunicado Técnico (CT) 07/2012, aprovado pelo Conselho Federal de Contabilidade e elaborado tomando por base a NBC TO 3000 (Trabalhos de Asseguração Diferente de Auditoria e Revisão), emitida pelo Conselho Federal de Contabilidade – CFC, que é equivalente à norma internacional Isae 3000, emitida pela Federação Internacional de Contadores, aplicáveis às informações não históricas. Essas normas requerem o cumprimento de exigências éticas, incluindo requisitos de independência e que o trabalho seja executado com o objetivo de obter segurança limitada de que as informações constantes do relatório de sustentabilidade, tomadas em conjunto, estão livres de distorções relevantes. Our responsibility is to express a conclusion about the information in the Sustainability Report based on the limited assurance engagement conducted in accordance with Technical Notice (CT) 07/2012 approved by the Federal Accounting Council and prepared in accordance with NBC TO 3000 (Assurance Engagements Other Than Audits and Reviews), issued by the Federal Accounting Council - CFC, which is the equivalent to international standard ISAE 3000 issued by the International Federation of Accountants applicable to Non-Historical Information. These standards require compliance with ethical requirements, including independence ones and also that the engagement is conducted in order to provide a limited assurance that the information in the Sustainability Report taken as a whole is free from material misstatement. A limited assurance engagement conducted in accordance with NBC TO 3000 (ISAE 3000) primarily consists of making enquiries to Company management and other Company’s employees involved in preparing

92

ECORODOVIAS

the information in the Sustainability Report and also applying analytical procedures to obtain evidence that allows us to make a limited assurance conclusion about the information taken as a whole. A limited assurance engagement also requires additional procedures when the independent auditor acknowledges issues which lead them to believe that the information in the Sustainability Report taken as a whole could present material misstatement. The selected procedures were based on our understanding of the issues related to the compilation and presentation of the information in the Sustainability Report and other engagement circumstances and considerations about areas where material misstatement could exist. The procedures consisted of: (a) t he planning of the work, considering the relevance, amount of quantitative and qualitative information and the operational systems and internal controls that served as a basis for preparation of the information in the Sustainability Report of EcoRodovias; (b) t he understanding of the calculation methodology and the indicators consolidation procedures through interviews with the personnel in charge of the preparation of the information; (c) the application of analytical procedures to the quantitative information and enquiries about the qualitative information and its relation to the indicators disclosed in the information presented in the Sustainability Report, and; (d) t he comparison of the financial indicators with the financial statements and/or accounting records. The limited assurance engagement also comprised the adherence to the Guidelines for Sustainability Reports of the Global Reporting Initiative – GRI (GRI-G3.1) that applies to the preparation of the information in the Sustainability Report. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our limited conclusion. Scope and limitations The procedures applied in a limited assurance engagement are substantially less extensive than those applied in an assurance engagement aiming to express an opinion about the information in the Sustainability Report. Due to this, it does not ensure us that we are aware of all the issues that would be identified during an assurance engagement which aim to express an opinion. If we had conducted an engagement in order to express an opinion, we may have identified other issues and possible misstatements which can be in the information presented in the Sustainability Report. Therefore, we are not expressing an opinion about this information. The nonfinancial data is subject to more inherent limitations than the financial data, due to the nature and diversity of the methods used to determine, calculate or estimate this data. Qualitative interpretations of the data’s materiality and accuracy are subjected to individual presumptions and judgments. Additionally, we did not examine data informed for prior periods or future projections and targets either. Conclusion Based on the applied procedures, described in this report, we have not identified any relevant information that leads us to believe that the information in the Sustainability Report of EcoRodovias was not compiled, in all material respects, in accordance with the Guidelines for Sustainability Reports of the Global Reporting Initiative – GRI (G3.1). São Paulo, May 22nd, 2013 KPMG Risk Advisory Services Ltda. CRC 2SP023233/O-4

2012 ANNUAL SUSTAINABILITY REPORT

Eduardo V. Cipullo Accountant CRC 1SP135597/O-6

93

About the Report —

Progress in Reporting — [GRI 3.1, 3.2, 3.9]

The 2012 Annual Sustainability Report (RAS) discloses the activities of the EcoRodovias Group for the period between January 1 and December 31. For the sixth consecutive year, the report has represented the company’s accountability in economic, social, and environmental dimensions. In this cycle, the report includes 56 performance indicators according to the guidelines provided in release 3.1 of the Global Reporting Initiative (GRI), which is an organization headquartered in Amsterdam, Holland that promotes a multi-stakeholder global network composed of representatives from governments, organizations, and various civil entities. The reporting model created by the GRI focuses on six principles of quality— balance, comparability, precision, periodicity, clarity, and reliability—and has become one of the main global benchmarks increasingly adopted in the development of corporate reports. Similarly, the publication also addresses the criteria of the Brazilian Corporation Association (ABRASCA).

94

[GRI 3.3]

The publication achieved application level A+, according to GRI requirements, which demonstrates through various aspects the improvement of the reporting process when compared with the reports of the previous cycle (2011). This assessment is based on release 3 of the international guidelines, considering the parameters for application level B. [GRI 4.17]

Thus, EcoRodovias has advanced with its accountability process initiated in 2005, seeking to provide clear, objective, and comprehensive information to the Group’s stakeholders: employees, users, clients, communities, financial institutions, suppliers, government, NGOs, shareholders, investors, competitors, associations, trade associations, and media outlets. In addition to the consolidation of the main economic-financial information of the 2012 balance sheet for the EcoRodovias Group, the report is also a source of updated information about the activities geared toward social advancement and the preservation of natural resources, demonstrating the commitments and solid actions of the company focused on sustainable development.

ECORODOVIAS

[GRI 3.6, 3.7, 3.8, 3.9, 3.13]

In preparing the content of this report, economic and financial performance indicators were fully determined following the criteria set forth by the Brazilian legislation in the statements issued by the Brazilian Accounting Pronouncements Committee (CPC), in addition to those defined by the International Financial Reporting Standards - IFRS. The data consolidated in the balance sheet and included in the 2012 RAS were audited by KPMG. The GRI performance indicators reported in this report cover only the highway concessionaires— Ecovias, Ecopistas, Ecovia, Ecocataratas, and Ecosul—with the exception of the following indicators: EC1, EC5, EC7, LA1, LA2, LA13, and LA14, which also include information pertaining to Ecoporto Santos (formerly Tecondi) and Elog. [GRI 3.6, 3.10]

Comparability with the content of the previous report (2011) is assured, and any eventual adjustments or updates will be duly indicated, when necessary, in the corresponding sections of the text or through explanatory notes. Aiming to enhance the reporting process, as recommended by the GRI, the EcoRodovias Group conducted the first materiality test in 2011. The initiative involved a series of on-site consulta-

2012 ANNUAL SUSTAINABILITY REPORT

tions with a group of 167 people, which gave rise to a matrix with 67 social, environmental, economic-financial, and governance topics proposed by the company and submitted for assessment by stakeholders. In all, the group indicated 45 topics as being most relevant or material, which were then reported in greater depth in the 2011 RAS (read more at: http://ri.ecorodovias.com.br/ecorodovias/web/arquivos/EcoRA11_Port.pdf). In practical terms, this expanded consultation seeks to maintain the alignment of the reporting content with the various expectations and information requirements of stakeholders. Nevertheless, given the importance of some of the actions developed in the various segments where EcoRodovias operates, the 2012 RAS also gathers other information and relevant indicators from the company’s standpoint; for example, those that address BM&FBOVESPA’s Corporate Sustainability Index (ISE). [GRI 3.1]

For more information visit or contact the Investor Relations department through e-mail .

95

Ecovia

Application Level — EcoRodovias considers the 2012 Annual Sustainability Report to meet all the requirements for application level A+, as defined by the Global Reporting Initiative (GRI), as per guidelines provided in release G3.1, shown in the following table.

[EC1, EC5, EC7, LA1, LA2, LA13, LA14]

G3.1 Performance Indicators & Sector Supplement Performance Indicators

Address items: 1.1; 2.1 to 2.10; 3.1 to 3.8, 3.10 to 3.12; 4.1 to 4.4, 4.14 to 4.15

2012 ANNUAL SUSTAINABILITY REPORT

B+

All indicators in profile, and governance:

Information about management approach for each category of indicator Address a minimum of 20 performance indicators, including at least one from each of the following performance areas: economic, environmental, human rights, labor practices, society, responsibility for the product. If availability can be reported sector indicators provided that fourteen not are sectoral

A

A+

All indicators in profile, and governance:

1.1 – 4.17

Not required

Address a minimum of 10 performance indicators, including at least one from each of the following performance areas: social, economic, and environmental. If available, can be reported sector indicators provided that seven not are sectoral

B

1.1 – 4.17

Management approach disclosed for each category of indicator

Mandatory reporting indicators sector after a year of release the fi nal version of supplement

With External Verification

Report Content

G3.1 Management approach

C+

With External Verification

G3.1 Profile

C

With External Verification

Application Level

97

Table of contents —

Fully reported Partially reported

Strategy and analysis Profile

Description

Reported

Observation

Chapter

1.1

Message from the CEO

Scenario and strategy

1.2

Description of main impacts, risks, and opportunities

Profile/Governance

Organizational Profile 2.1

Name of the organization

Profile

2.2

Primary brands, products, and/or services

Profile

2.3

Operational structure of the organization

Profile

2.4

Location of organization’s headquarters

Corporate information

2.5

Countries where the organization operates and where its main operations are located

Profile

2.6

Nature of ownership and legal form

Profile

2.7

Markets served

Profile

2.8

Scale of the organization

Profile

2.9

Significant changes during the reporting period

Profile

2.10

Awards received in the reporting period

Profile

98

ECORODOVIAS

Report parameters 3.1

Reporting period for information provided

About the Report

3.2

Date of most recent report

About the Report

3.3

Reporting cycle

About the Report

3.4

Contact points for questions regarding the report or its contents

About the Report

3.5

Process for defining report content

About the Report

3.6

Boundary of the report

About the Report

3.7

State any specific limitations in the scope or boundary of the report

About the Report

3.8

Basis for reporting

About the Report

3.9

Data measurement techniques and the bases of calculations

About the Report

3.10 3.11

Explanations of the effect of any re-statements of information provided in earlier reports Significant changes in the scope, boundary, or measurement methods applied in the report

About the Report About the Report

3.12

Table identifying the location of disclosures in the report

About the Report

3.13

Policy and current practice with regard to seeking external assurance for the report

About the Report

Governance, commitments, and engagement 4.1

Governance structure of the organization, including committees under the highest governance body

Profile

4.2

Chair of the highest governance body

Profile Social and environmental performance

4.3 4.4 4.5

Members of the highest governance body that are independent or non-executive members Mechanisms for shareholders and employees to provide recommendations Linkage between compensation for members of the highest governance body (including social and environmental performance)

Governance Economic-financial performance Profile

4.6

Processes in place to ensure conflicts of interest are avoided

Profile

4.7

Qualifications of the members of the highest governance body

Governance

4.8

Statements of mission and values, codes of conduct, and internal relevant principles

Governance

4.9

Management of economic, environmental, and social performance

Governance

4.10 4.11

Processes for evaluating the highest governance body’s own performance Explanation of whether and how the precautionary approach or principle is addressed by the organization

4.12

Externally developed charters, principles, or other initiatives

4.13

Memberships in associations and/or national/ international advocacy organizations

4.14

List of stakeholder groups engaged by the organization

4.15

Basis for identification and selection of stakeholders with whom to engage

4.16

Approaches to stakeholder engagement

4.17

Key topics and concerns that have been raised through stakeholder engagement

2012 ANNUAL SUSTAINABILITY REPORT

Governance Governance Social and environmental performance Social and environmental performance Social and environmental performance Social and environmental performance Social and environmental performance Governance

99

Management approaches Aspects

EC

EN

LA

HR

SO

PR

Reported

Chapter

Economic development

Economic-financial performance

Market presence

Profile

Indirect economic impacts

Social and environmental performance

Energy

Social and environmental performance

Water

Social and environmental performance

Emissions, effluents, and waste

Social and environmental performance

Products and services

Profile / Operational performance

Compliance

Governance

Transport

Social and environmental performance

Overall

Social and environmental performance

Employment

Social and environmental performance

Labor/Management relations

Governance

Occupational health and safety

Social and environmental performance

Training and education

Social and environmental performance

Non-discrimination

Social and environmental performance

Child labor

Social and environmental performance

Forced and slave-like labor

Social and environmental performance

Corruption

Governance

Public Policy

Social and environmental performance

Compliance

Social and environmental performance

Marketing communications

Social and environmental performance

Compliance

Social and environmental performance

Performance indicators Economic performance Economic performance

Description

EC1

Direct economic value generated and distributed

EC2

Financial implications and other risks and opportunities due to climate change

EC3

Coverage of the organization’s defined benefit plan obligations

Reported

Observation

Chapter

Economic-financial performance Social and environmental performance Social and environmental performance

Market presence EC5 EC6 EC7

100

Range of ratios of standard entry level wage compared to local minimum wage at significant locations of operation Policy, practices, and proportion of spending on locally-based suppliers Local hiring

Social and environmental performance Social and environmental performance Social and environmental performance

ECORODOVIAS

Indirect economic impacts EC8

Impact of infrastructure investments provided for public benefit

EC9

Description of significant indirect economic impacts

Economic-financial performance Social and environmental performance

Environmental performance Materials EN1

Materials used by weight or volume

EN2

Percentage of materials used that are recycled input materials

Social and environmental performance Social and environmental performance

Energy EN3 EN5 EN7

Direct energy consumption by primary energy source Energy saved due to conservation and efficiency improvements Initiatives to reduce indirect energy consumption and reductions achieved

Social and environmental performance Social and environmental performance Social and environmental performance

Water EN8

Total water withdrawal by source

EN10

Percentage and total volume of water recycled and reused

Social and environmental performance Social and environmental performance

Biodiversity EN14

Strategies for managing impacts on biodiversity

Social and environmental performance

Emissions, effluents, and waste EN16

Total direct and indirect greenhouse gas emissions

EN17

Other relevant indirect greenhouse gas emissions

EN18

Initiatives to reduce greenhouse gas emissions and reductions achieved

EN22

Total weight of waste by type and disposal method

EN23

Total number and volume of significant spills

Social and environmental performance Social and environmental performance Social and environmental performance Social and environmental performance Social and environmental performance

Products and services EN26

Initiatives to mitigate environmental impacts

Social and environmental performance

Compliance EN28

Value of fines and total number of sanctions for non-compliance with laws

In 2012, only Ecovia Caminho do Mar received a notice of infraction in the amount of R$ 5,000 regarding violation of Permanent Preservation Area (APP). The company filed administrative defense on 01/05/2013.

Overall EN30

Total environmental protection expenditures and investments

2012 ANNUAL SUSTAINABILITY REPORT

Social and environmental performance

101

Employment LA1 LA2 LA3

Total workforce by employment type, employment contract, and region Total number and rate of employee turnover by age group, gender, and region Benefits provided to full-time employees that are not provided to temporary or part-time employees

Social and environmental performance Social and environmental performance Social and environmental performance

Labor/management relations LA4

Percentage of employees covered by collective bargaining agreements

Social and environmental performance

Occupational health and safety LA6

Percentage of total workforce represented in formal health and safety committees

LA7

Rates of injuries, occupational diseases, and lost days

LA8

Education, prevention, and risk-control programs

LA9

Health and safety topics covered in formal agreements with trade unions

Social and environmental performance Social and environmental performance Social and environmental performance Social and environmental performance

Training and education LA10

Average hours of training per year

LA11

Programs for skills management and lifelong learning

LA12

Percentage of employees receiving performance and career development reviews

Social and environmental performance Social and environmental performance Social and environmental performance

Diversity and equal opportunity LA13

Composition of upper management and boards, and proportion per group and gender

LA14

Ratio of basic salary of men to women by employee category

Social and environmental performance Social and environmental performance

Procurement process HR2 HR3

Percentage of contractors that have undergone screening on human rights Total hours of employee training on policies and procedures concerning aspects of human rights, including the percentage of employees trained

Social and environmental performance Social and environmental performance

Non-discrimination HR4

Total number of incidents of discrimination and actions taken

Profile Social and environmental performance

Measures taken to contribute toward the eradication of child labor

Social and environmental performance

Child labor HR6

Force or bonded labor HR7

102

Measures taken to contribute to the elimination of forced labor

Social and environmental performance

ECORODOVIAS

Indigenous rights HR9

Total number of incidents of violations involving rights of Indigenous people and actions taken

The EcoRodovias Group did not register any lawsuit or complaint involving Indigenous rights in the reporting period (2012).

Community Programs and practices that assess and manage the impacts of operations on communities

Social and environmental performance

SO2

Units analyzed for risks related to corruption

Governance

SO3

Percentage of employees trained in organization’s anticorruption policies and procedures

Profile

SO4

Actions taken in response to incidents of corruption

Profile

SO1 Corruption

Public policy SO5

Public policy positions

SO6

Contribution to political parties, politicians, or institutions

SO7

Number of legal actions for anti-competitive behavior

Social and environmental performance Social and environmental performance

In the reporting period (2012), there was no record of legal actions for anti-competitive behavior.

Compliance SO8

Description of significant fines and total number of nonmonetary sanctions

Social and environmental performance

Customer health and safety PR1 PR2

Assessment of impacts on health and safety during the lifecycle of products and services Non-compliance incidents related to impacts of products and services

Operational performance Social and environmental performance

Product and service labeling PR5

Practices related to customer satisfaction, including results of surveys

Social and environmental performance

Marketing communications PR7

Incidents of non-compliance concerning marketing communications of products and services

Social and environmental performance

Fines for non-compliance concerning the provision and use of products and services

Social and environmental performance

Compliance PR9

2012 ANNUAL SUSTAINABILITY REPORT

103

Integrated logistics

Attachment — IBASE Social Audit and NBCT 15 [GRI EC5, 3.12] 1 – Calculation basis Net revenue Operating result Gross payroll 2 - Internal social indicators Meals Compulsory social security contributions

2012 - R$ thousands 2,409,107 688,101 87,942 R$ thousands 7,991 31,637

Private pension plan

1,537

Health

6,866

Occupational health and safety

1,043

Education Culture Training and professional development Daycare or daycare assistance Profit sharing program Transportation Total - Internal social indicators 3 - External social indicators

259 14 1,666 368 12,298 4,381 68,060 R$ thousands

Education

987

Culture

512

Health and sanitation

197

Sports Fight against hunger and food safety Total contributions to society Taxes (except social contributions) Total - External social indicators 4 - Environmental indicators

1,343 0 3,040 350,220 353,260 R$ thousands

4.1 - Investments related to the company’s production/operations Program for technological and industrial development (maintenance of operating processes to improve the environment) Environmental education for employees, contractors, self-employed, and administrators Environmental liabilities and contingencies Others Total 4.1

2012 ANNUAL SUSTAINABILITY REPORT

5,877 176 228 234 6,515

105

    4.2 – Investments in external programs and/or projects Environmental education projects in communities

2,712

Preservation and/or recovery of degraded environment

1,578

Other environmental projects Total 4.2 Total investments in the environment (4.1 + 4.2) Number of environmental, administrative, and legal actions against the organization Value of fines and indemnifications regarding the environment, administratively and/or legally determined As for establishing annual targets to minimize waste and overall consumption in production/ operations and to increase efficiency in the use of natural resources, the company:

0 4,291 10,806 1 5,000 ( ) does not have targets (x ) reaches 0 to 50% ( ) reaches 51 to 75% ( ) reaches 76 to 100%

5 - Workforce indicators

Units

No. of employees in the end of the period

5,805

No. of hires during the period

1,820

No. of terminations during the period

1,692

No. of contractors No. of interns No. of employees over 45 years of age

0 13 771

No. of employees by age group: under 18

66

18 to 35

3,739

36 to 45

1,326

46 to 60

633

over 60

41

No. of employees by level of education: Illiterate Elementary and middle school High school / technical education

 1  604  4,185

College

 810

Post-graduate

205

No. of women working at the company % of management positions occupied by women No. of men working at the company % of management positions occupied by men No. of Black people working at the company % of management positions occupied by Black people No. of people with disabilities or special needs

1,790 21 4,015 79 364 2 111

Gross remuneration broken down by: Employees Administrators Contractors Self-employed 6 - Relevant information concerning the exercise of corporate citizenship Ratio between the highest and lowest remuneration at the company Total number of work-related accidents

106

144,435 11,707     2012 119 70

ECORODOVIAS

Social and environmental projects developed by the company were defined by:

Safety and health standards in the workplace were defined by: As for freedom of association, the right to collective bargaining, and internal representation of employees, the company: The private pension plan includes:

The profit sharing program includes: When selecting suppliers, the same ethical, social, and environmental responsibility standards adopted by the company: As for the participation of employees in voluntary work programs, the company:

Total number of complaints and criticisms from consumers:

% of complaints and criticisms addressed or solved: Amount of fines and compensations to clients, determined by bodies of consumer protection and defense or in court:

Actions taken by the organization to solve or minimize causes of complaints:

(x) executive board ( ) executive board and management ( ) all employees (x) executive board and management ( ) all employees ( ) all employees + CIPA ( ) does not get involved ( ) follows OIT regulations (x ) promotes and follows OIT ( ) executive board ( ) executive board and management (x) all employees ( ) executive board ( ) executive board and management (x) all employees ( ) are not considered ( ) are suggested (x) are demanded ( ) does not get involved ( ) supports (x) organizes and encourages 5,568 to the company 8 to PROCON 464 in court 100% at the company 62.5% at PROCON 29.74% in court 0 at Procon 127 in court Alignment meetings between areas to establish criteria to evaluate compensation claims, internal audits at outsourced companies, development of management reports, compliance with contractual deadlines, training on serving users within the established schedule, suggestion of responses for the Ombudsman’s office, training for managers, representatives, and witnesses, participation in meetings of the Highway Safety Committee; after the Legal Department analyzes claims received by the Ombudsman’s office, recurring causes are highlighted to align solutions with the responsible area.

Number of labor suits: filed against the organization Well-founded Unfounded Total value of compensations and fines paid by court order (in R$ thousands): Total added value to distribute (in R$ thousands): Distribution of the Added Value:

135 73 28 1,246.01 1,610,260 R$ thousands

Government

509,094

Employees

326,612

Shareholders

150,741

Third parties

347,509

Retained

276,304

2012 ANNUAL SUSTAINABILITY REPORT

107

Corporate Information —

Team in charge

[GRI 2.4]

Credits

EcoRodovias Group

Text and Edition

Rua Gomes de Carvalho, 1.510, 3.º andar

Report Sustentabilidade

Vila Olímpia – São Paulo (SP) Phone: +55 (11) 3787-2667 www.ecorodovias.com.br

Graphic Design

Report Sustentabilidade GRAPHIC PRODUCTION

Sustainability Advisory/

Report Sustentabilidade

Sustainability Committees of Business Units

Translation

Artaet Arantes da Costa Martins

Gotcha Idiomas

Daniela Espinossi Agostinho

FONT FAMILY

Galaxie Polaris, Chester Jenkins, 2008, Publisher: Constellation

Investor Relations

Marcello Guidotti Raquel Turano de Souza Corporate Communication Advisory

Cíntia Maria Giron Guimarães

108

ECORODOVIAS

www.ecorodovias.com.br

EcoRodovias Infraestrutura e Logística S.A. Individual and Consolidated Financial Statements for the Year Ended December 31, 2012 and Independent Auditor’s Report Deloitte Touche Tohmatsu Auditores Independentes

3 12

Financial Statements

22

Notes to the Financial statements

112 financial statements 2012

Management Report 2012

Independent Auditor’s Report 1

— MANAGEMENT REPORT - 2012 Letter from the Management

EcoRodovias’s entering the port market was a milestone for the Group in 2012. In June last year, we completed the acquisition of the Tecondi Complex, whose integration is one of the strategic goals of the Group. As a result of this integration, the development of the logistics division, and highway concession assets, EcoRodovias recorded growth of 33.9% in gross revenue, totaling R$2,657.1 million. The highway concessions segment corresponded to 71.7% of that amount, and recorded 207.3 million equivalent paying vehicles in 2012, an increase of 3.5% compared to 2011. The highlight of the year in the highway concessions segment was the contract amendment executed with ARTESP and the Government of the State of São Paulo, according to which concessionaire Ecovias dos Imigrantes will invest approximately R$328 million in new construction works in Baixada Santista with the purpose of adjusting the traffic and eliminating the bottleneck in the region. In 2012, the Rodovia da Vitória Consortium, composed of EcoRodovias and SBS Engenharia, was declared and ratified as the winning bidder for the concession of highway BR-101 in the State of Espírito Santo. The contract has not been executed yet because of the appeal filed by the bidder ranking second, which has prevented the beginning of the operating and investment activities in the 475.9 kilometers of the highway. EcoRodovias and SBS Engenharia have been taking the necessary action to insure the contract is executed. Regarding new businesses, we have continued to follow the developments of future bids for federal and state highway concessions, waiting for the invitations to bid to be published, in line with our strategy of operating in the major import/export corridors. The EcoRodovias Group continues to look for new opportunities in ports and airports, always focusing on its businesses’ profitability while maintaining a capital discipline and an economic-financial structure that allows for the sustainable growth of the Company. By the end of 2012 and in early 2013, one of our majority shareholders – Impregilo International Infrastructures N.V. – sold its interest in EcoRodovias: 19.0% to Primav Construções e Comércio S.A., and the remaining to the stock market. Therefore, Primav now holds 64.0% of EcoRodovias’s shares, and the remaining 36.0% makes up our free float, according to the chart below:

Primav Construções e Comércio S.A.

64.0%

2

Free Float

36.0%

ECORODOVIAS

EcoRodovias’s shares (BM&FBOVESPA: ECOR3) appreciated by 24.0% during 2012. The recognition of the market that the group seeks sustainable results is also proven by the company’s listing, for the second time, in BM&FBovespa’s Corporate Sustainability Index, the ISE. We would also like to point out the tenth anniversary of the downward lane of the Imigrantes highway, in December. A milestone in EcoRodovias Group’s corporate management, and a reason for our whole team to be proud of, this highway is still a benchmark for the Brazilian engineering industry, and for development banks due to its environmental management model. It is an important achievement, which gives the Group the credentials to participate in large infrastructure investments, and collaborate with the country’s development. Ultimately, we would like to thank our employees for their commitment to meeting our corporate goals; our shareholders, who have always trusted our management; our board members, who have guided us towards such important achievements; and the support of our clients, users, regulatory agencies, and other institutions. We would like to invite all our stakeholders to participate in one important mission: saving lives. We believe safer traffic also relies on everyone abiding by the Brazilian Traffic Code as a whole. For that reason, in June 2012 we introduced the campaign “For a Highway Without Accidents”, with the ultimate goal of engaging people in this cause that should be a reason for all of us to be proud of. We invite all our employees and the users of our highways to not only think about it, but to become a core piece to help the United Nations Organization meet the goal of reducing by 50.0% the number of traffic accidents in the whole world – a goal proposed by the Decade of Action for Road Safety. Engineering and traffic coordination actions are being taken by our concessionaires for this goal to be met. This cause is worth a life. ADOPTION OF ACCOUNTING PRINCIPLES The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and the pronouncements issued by the Brazilian Accounting Standards Committee (CPC). OPERATING PERFORMANCE Highway Concessions Evolution of traffic: Consolidated traffic in terms of equivalent paying vehicles in the concessionaires increased by 3.5% in 2012 compared to 2011. The main reasons for this variation are presented below: Commercial vehicles: Traffic increased by 3.1% in 2012 compared to 2011. In São Paulo, Ecovias dos Imigrantes recorded growth of 5.1%, due to substantial corn export volumes, and Ecopistas recorded growth of 2.4% due to the good performance of the industrial sector. In Paraná, Ecovia Caminho do Mar recorded growth of 10.0% thanks to the corn harvest, which helped increase the turnover in the ports of Paranaguá and Antonina, while Ecocataratas recorded growth of 3.2%. In Rio Grande do Sul, Ecosul reported a decrease of 3.1% because of the lower turnover at the Port of Rio Grande, resulting from the drought that affected the production of agricultural commodities in the State. Passenger vehicles: Traffic increased by 3.9% in 2012 compared to 2011, reflecting favorable weather conditions and the increase in the Brazilian population’s income, which fueled the flow of passenger vehicles in the tourism regions in the South and Southeast. This scenario caused an increase of 4.4% in traffic in Ecovias dos Imigrantes, 2.9% in Ecopistas, 12.8% in Ecovia Caminho do Mar and 1.9% in Ecocataratas. The development of the Pelotas complex, in Rio Grande do Sul, influenced by the shipbuilding complex installed in the region, was the key driver of the 8.8% growth reported by the concessionaire.

2012-3291 - Relatório da Administração

financial statements 2012

3

TRAFFIC (in thousands of equivalent paying vehicles)

200,344

+3.5%

207,372

105,359

109,468

94,985

97,904 Passenger Commercial

2011

2012

Logistics EcoRodovias’s logistics business is divided into the following segments: Primary Zone: consists of the Ecopátio Cubatão and CLIA Santos units. Ecopátio Cubatão currently offers REDEX, a special customs export terminal, and DEPOT, an empty container maintenance and warehousing service facility and truck management yard. CLIA Santos offers customs terminal services. A total of 81,554 containers were handled in the Primary Zone in 2012, a decrease of 8.5% compared to 2011. This was due to declines in the REDEX and DEPOT operations. On the other hand, there was an increase in the number of containers handled at CLIA Santos. Interior Dry Ports: comprising the Campinas, Barueri, São Paulo and Curitiba units, which offer customs warehousing and terminal services. Volume handled by these ports amounted to US$ 4,880.0 million (FOB) in 2012, down 8.4% compared to 2011, due to the strike by the consenting bodies in the second half of 2012. Border Dry Ports: consisting of the Foz do Iguaçu, Uruguaiana, Jaguarão and Santana do Livramento units, these ports offer customs terminal services on Brazil’s borders with Uruguay, Argentina and Paraguay. Volume handled by these ports amounted to US$ 15,102 million (FOB) in 2012, down 6.8% compared to 2011, due to the decrease in exports flows through border units. Transport. corresponds to the provision of highway transport services to clients through the Company’s own and outsourced fleets, as well as autonomous service providers. Revenue from transport operations accounted for 13.3% of the logistics revenue in 2012, 1.7 p.p. less than in 2011, chiefly due to the discontinuation of transport operations in Rio de Janeiro and the expiration of agreements with chemical industry clients in the Alphaville distribution center. Distribution Centers: comprises the distribution centers in Alphaville, Cajamar, Curitiba and Ecopátio Imigrantes, which offer inventory management services. In 2012, the occupancy ratio was 65.0% of the total available area of 106 thousands m², 35 p.p. down on 2011, chiefly due to the change in client profile, in particular the discontinuation of services to the chemical industry.

4

ECORODOVIAS

STP – Sem Parar / Via Fácil The number of tags installed through the Sem Parar/Via Fácil system totaled 3,770 thousand units on December 31, 2012, a 16.2% increase over December of 2011. This growth was sustained by the coverage of 94% of existing toll plazas and the 150 parking areas that accept the system. Of consolidated toll collections by EcoRodovias’ concessionaires, 45.2% came from electronic collection in 2012. ECONOMIC AND FINANCIAL RESULTS Gross Revenue Consolidated gross revenue excluding revenue from construction totaled R$ 2,358.6 million in 2012, an increase of 32.1% up compared to 2011. Considering revenue from construction, gross revenue reached R$ 2,657.1 million in 2012, an increase of 33.9% compared to 2011.

Gross Revenue (R$ million) Highway Concessions

2012

2011

Chg.

1,606.1

1,441.7

11.4%

Construction Revenues

298.5

199.4

49.7%

Logistics

315.1

286.8

9.9%

Tecondi Complex

370.3

-

-

66.3

55.4

19.6%

STP (Sem Parar/Via Fácil - 12.75%) Services

123.4

119.3

3.4%

(122.6)

(117.5)

4.3%

CONSOLIDATED

2,657.1

1,985.1

33.9%

CONSOLIDATED - Excluding Construction Revenue

2,358.6

1,785.7

32.1%

Eliminations

Revenue from highway concessions is made up of toll revenue (corresponding to 58.3% of the consolidated gross revenue in 2012), ancillary revenue (monitoring of special cargo, advertising boards, occupation of the right-of-way and accesses and other services involving the use and exploration of the highway concessions’ right-of-way), and revenue from construction, as established by ICPC 1 (Interpretation of the Brazilian Accounting Standards Board) – Concession Contracts, according to which highway infrastructure works and improvements generates revenue but the Company does not book any profit margin from this revenue (margin equal to zero), given that the amounts booked correspond to the same amounts booked under “Construction Costs”. Logistics revenue consists of revenue from container handling in the Primary Zone (30.7% of the overall logistics revenue), revenue from the Interior Dry Ports, Border Dry Ports, and revenue from transport and distribution centers. Gross revenue from the Tecondi Complex reached R$ 162.2 million in 4Q12 and R$ 370.3 million in 2012 (June to December only). Gross revenue from STP (Sem Parar/Via Fácil) totaled R$ 520.0 million in 2012, 19.6% higher than in 2011. EcoRodovias holds a 12.75% interest in STP, corresponding to gross revenue of R$ 66.3 million in 2012, consolidated in the financial statements.

financial statements 2012

5

NET REVENUE Consolidated net revenue (excluding construction revenue) totaled R$ 2,110.6 million in 2012, 29.7% higher than in 2011. Deductions from gross revenue totaled R$ 248.0 million in 2012, representing 10.5% of total gross revenue, excluding construction revenue, for the period. Considering revenue from construction, net revenue reached R$2,409.1 million in 2012, an increase of 31.8% compared to 2011.

Net Revenue (R$ million) Highway Concessions

2012

2011

Chg.

1,468.0

1,352.1

8.6%

ICPC-01 Construction Revenues

298.5

199.4

49.7%

Logistics

266.9

242.4

10.1%

Revenue from Services

328.8

-

n.m.

Tecondi Complex

60.1

47.1

27.6%

109.4

103.8

5.4%

(122.6)

(117.5)

4.3%

CONSOLIDATED

2,409.1

1,827.4

31.8%

CONSOLIDATED excluding Construction Revenues

2,110.6

1,627.9

29.7%

Serviços Eliminações

Operating Costs And Administrative Expenses Operating costs and administrative expenses reached R$1,505.3 million in 2012, a 44.9% increase over the previous year.Excluding construction costs and provisions for maintenance stemming from the application of ICPC-01, costs amounted to R$1,131.7 million in 2012, an increase of 49.1% compared to the R$759.2 million recorded in 2011.

Operating Costs and Administrative Expenses (R$ million)

2012

2011

Chg.

326.6

212.4

53.8%

63.5

69.7

-8.9%

Third-party Services

299.2

143.8

108.1%

Insurance and Concession Fees

112.0

103.8

7.9%

Depreciation / Amortization

237.4

168.2

41.1%

75.1

80.3

-6.5%

298.5

199.4

49.7%

93.0

61.3

51.7%

CONSOLIDATED EcoRodovias

1,505.3

1,038.9

44.9%

CONSOLIDATED - Excluding Construction Revenue and Costs and Provision for Maintenance

1,131.7

759.2

49.1%

EcoRodovias Infraestrutura e Logistica Personnel Maintenance

Provision for Maintenance Cost of Construction Works Other

The main reasons for the changes in operating costs and administrative expenses were: the consolidation of the Tecondi Complex companies; costs to contract a consulting firm for the traffic safety educational campaign, and construction costs, both deriving from the application of the IFRS/ICPC standards; personnel costs, especially due to the collective bargaining agreement; and increase in depreciation and amortization due to the larger asset base in the highway concessions and logistics segments.

6

ECORODOVIAS

Ebitda And Ebitda Margin Under the IFRS, Consolidated EBITDA was R$ 1,190.8 million in 2012, with a margin of 49.4%. Adjusted Consolidated EBITDA reached R$ 1,265.9 million in 2012, with a 60.0% margin. Adjusted EBITDA does not include the construction revenue and costs, and maintenance provision lines, introduced by the IFRS.

EBITDA (R$ million)

2012

2011

Chg.

427.0

387.6

10.2%

Depreciation / Amortization

237.4

168.2

41.1%

Financial Result

265.0

183.1

44.7%

Income Tax and Social Contribution

261.1

217.6

20.0%

0.3

0.8

-63.2%

1,190.8

957.3

24.4%

49.4%

52.4%

-3.0 p,p,

CONSOLIDATED Net Income (before minority participation)

Investments Amortization EBITDA EBITDA Margin

EBITDA Adjusted (R$ million) EBITDA IFRS Construction Revenues Construction Costs Provision for Maintenance Adjusted EBITDA Adjusted EBITDA Margin

9M12

9M11

Chg.

1,190.8

957.3

24.4%

(298.5)

(199.4)

49.7%

298.5

199.4

49.7%

75.1

80.3

-6.5%

1,265.9

1,037.6

22.0%

60.0%

63.7%

-3.7 p,p,

Adjusted EBITDA excludes Construction Revenue and Costs and Provision for Maintenance from Costs of Services

Financial Result Net financial result was an expense of R$265.0 million in 2012, an increase of 44.7% compared to 2011. This was due to the prepayment of the first, second and third series of EcoRodovias Concessões e Serviços’ First Debenture Issue; and the prepayment of Elog’s First Debenture Issue and financing with the BNDES. Net Income For The Year EcoRodovias recorded net income of R$422.1 million for the year, an increase of 10.2% compared to the R$383.1 million recorded in 2011.

financial statements 2012

7

CASH AND CASH EQUIVALENTS, AND CONSOLIDATED DEBT EcoRodovias closed 2012 with cash and cash equivalents and investments in securities of R$ 1,026.1 million. The Company’s gross debt reached R$ 3,284.5 million by December 31, 2012, an increase of 124.9% in net debt compared to December 31, 2011. The following factors contributed to the increase in debt: (i) Issue of debentures in the amount of R$ 300.0 million by Elog (EcoRodovias’s stake: R$ 240.0 million); (ii) Issue of debentures by Ecoporto (R$ 600.0 million); (iii) Issue of debentures by EcoRodovias Concessões e Serviços (R$ 800.0 million); (iv) Promissory Notes of EcoRodovias Infraestrutura e Logística (R$ 550.0 million).

The following factors contributed to reduce the debt: (v) Prepayment of the First Issue of Debentures of Elog in the amount of R$ 170.0 million (EcoRodovias’s stake: R$ 136.0 million), and loan with BNDES in the amount of R$ 43.7 million (EcoRodovias’s stake: R$ 35.9 million); (vi) Prepayment of R$ 366.6 million of the First Issue of Debentures by EcoRodovias Concessões e Serviços.

Debt (R$ million) Short Term Borrowings, Loans and Finance Lease Debêntures Long Term Borrowings, Loans and Finance Lease Debentures

8

2012

2011

Chg.

1,012.4

541.7

86.9%

805.3

163.1

393.7%

207.1

378.6

-45.3%

2,272.0

1,134.4

100.3%

164.4

189.8

-13.4%

2,107.6

944.6

123.1%

Total Debt

3,284.4

1,676.1

96.0%

Disposal Cash

1,026.1

671.8

52.7%

Net Debt

2,258.3

1,004.3

124.9%

ECORODOVIAS

CAPEX Consolidated investments by EcoRodovias amounted to R$ 503.6 million in 2012, 32.0% higher than in 2011. In the highway concessions segment, investments amounted to R$ 409.9 million in 2012, an increase of 44.9% compared to 2011. The major investments were made in improvements and expansion (35.3% of the investments), paving and special conservation (42.0% of investments), investments in hardware and toll equipment, construction works in progress, and improvement in signaling and safety devices for the five concessionaires in operation. The highlights were the duplication of the 14.4 km stretch of Ecocataratas between Pedreira da Itatiba and Medianeira, in Paraná; investments in Ecopistas, especially the adaptation of the Pimentas interchange, and the implementation of the fifth lane between km 26 and 41 of Rodovia dos Imigrantes (Ecovias dos Imigrantes). Investments in logistics totaled R$ 36.4 million in 2012, a decrease of 49.0% year-over-year. Investments in the port segment totaled R$ 30.9 million in 2012. Investments in the service company (EcoRodovias Concessões e Serviços) amounted to R$ 13.2 million in 2012, down 22.8% year-over-year.

CAPEX (R$ million)

2012

2011

Chg.

Intangible/ PP&E

Maintenance Cost

Total

91.1

55.0

146.1

75.3

41.2

116.5

25.4%

118.0

-

118.0

67.4

-

67.4

75.1%

Intangible/ Maintenance PP&E Cost

Total

2012 x 2011 Total

Highway Concessions Ecovias dos Imigrantes Ecopistas Ecovia Caminho do Mar

31.2

3.5

34.7

28.2

-

28.2

23.0%

Ecocataratas

59.1

19.0

78.1

10.6

22.6

33.2

135.2%

32.2

0.8

33.0

33.1

4.3

37.4

-11.8%

331.6

78.3

409.9

214.6

68.1

282.8

44.9%

Ecopátio Logística Cubatão

7.3

-

7.3

28.6

-

28.6

-74.5%

Ecopátio Imigrantes

2.1

-

2.1

11.3

-

11.3

-81.4%

Elog

27.0

-

27.0

31.5

-

31.5

-14.3%

Total

36.4

-

36.4

71.4

-

71.4

-49.0%

Tecondi Complex

30.9

-

Ecosul - Rodovias do Sul Total Logistics

STP (12.75%) EcoRodovias Concessões (Serviços) Holding CONSOLIDATED

financial statements 2012

30.9

-

-

-

7.3

7.3

7.5

-

7.5

-2.7%

13.2

13.2

17.1

-

17.1

-22.8%

5.9

5.9

2.8

-

2.8

110.7%

503.6

313.5

68.1

381.6

32.0%

425.3

78.3

9

Dividends Throughout 2012, the Company paid dividends in the amount of R$197.2 million, including R$51.4 million in supplementary dividends referring to fiscal year 2011, and R$145.8 million in interim dividends referring to fiscal year 2012. Payment of dividends referring to fiscal year 2012 is pending approval by the Shareholders’ General Meeting. Corporate Governance EcoRodovias is committed with adopting the best corporate governance practices, with management efficiency and transparency and the purpose of creating value for its shareholders. Its goal is to make decisions that aim the best interest of the company in the long run. We follow the practices recommended by the IBGC in its “Code of Best Corporate Governance Practices”, including the following: Code of Corporate Conduct approved by the Board of Directors; transparency in disclosing results; the Chairman of the Board of Directors and the key executive of the company are not the same person; contracting an independent auditor firm to review balance sheets and other financial statements; disputes related to corporate matters are submitted to resolution by an arbitration chamber; information disclosure and secrecy policy. On December 31, 2012, the Board of Directors consisted of six members, including two independent members, who have terms of office of two years. The Board of Directors is assisted by the Audit, People Management, and Governance bylaw committees, in addition to the Ethics and Sustainability non-bylaw committees. The Company’s Board of Executive Officers does not have any relation with the controlling shareholders and conducts a professional and shared management, seeking consensus among all its members, which reinforces the concept of being a body that makes joint decisions. People management The EcoRodovias Group conquered in 2012 the right to remain for one more year in the select group of companies that stand out in the market for their excellence in people management. For the fourth consecutive time, it is among the 150 best companies to work for in Brazil, according to a survey by Você S.A./FIA, and for the second year in a row it is in the ranking of the 130 Best Companies to Work For of Revista Época/Great Place to Work. The Human Resources area prioritizes programs that aim at enhancing employees’ welfare, including the Leaders Formation Program, which seeks to develop the employees’ competences.

10

ECORODOVIAS

Social and environmental responsibility Through practices and concepts predetermined in the Social Responsibility Policy approved by the Board of Directors, EcoRodovias adopts initiatives that contribute to the social and cultural development of several stakeholders, especially the neighboring communities, users and employees. One of the Group’s social and environmental responsibility programs that stand out is the Ecoviver, which seeks to raise the awareness of children and young students of public schools in the cities nearby the highways managed by the Group for the need to correctly dispose of residues. Since 2006, when this program was created, it has already reached 230 thousands children in 25 cities in the states where EcoRodovias operates. Relationship with auditors In conformity with CVM Instruction 381/2003, we represent that Deloitte Touche Tohmatsu Auditores Independentes was engaged to provide the following services in 2012: audit of the financial statements in accordance with accounting practices adopted in Brazil and IFRSs; review of interim financial information in accordance with Brazilian and International Standards on Auditing (NBC TR 2410 and ISRE2410 - “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, respectively. The fees relating to these services will be R$448 thousand. The Company has not engaged independent auditors to perform any other work other than those relating to external audit services. The information in the 2012 Management Report on the volume of traffic, average tariff, EBITDA margin, Capex and quantitative aspects on EBIT and EBITDA were not audited by independent auditors. São Paulo, March 15, 2013. Management

financial statements 2012

11

ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A BALANCE SHEETS AS AT DECEMBER 31, 2012 AND 2011 (In thousands of Brazilian reais - R$)

Balance Statement Note ASSETS CURRENT ASSETS Cash and cash equivalents Securities Trade receivables Recoverable taxes Dividends and interest on capital receivable Prepaid expenses Other receivables Total current assets NONCURRENT ASSETS Securities Deferred taxes Escrow deposits Indemnity assets Related parties - trade receivables Other receivables Prepaid expenses Investments: In subsidiaries Goodwill Investment property Property, plant and equipment Intangible assets Total noncurrent assets

TOTAL ASSETS

Parent (BR GAAP) 12/31/2012

5 6 7 8 9 10

6 17.a) 11 12 22 10 13 13 14 15 16

Consolidated (IFRS & BR GAAP)

12/31/2011

12/31/2012

12/31/2011

435,621 13,812 14,032 202 210 463,877

87,066 13,620 133,157 96 259 234,198

946,916 28,498 254,032 31,948 7,603 40,784 1,309,781

604,551 30,106 176,505 27,403 8,503 30,564 877,632

9,615 6,487 -

9,116 36 -

50,658 59,371 91,129 3,632 32,537 360

37,201 68,444 25,242 2,870 6,383 410

1,220,196 996,152 4,582 73 2,237,105

1,407,312 246,040 4,932 92 1,667,528

10 590,719 4,057,759 4,886,175

10 51,603 287,933 2,798,709 3,278,805

2,700,982

1,901,726

6,195,956

4,156,437

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

12

ECORODOVIAS

Note LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Trade payables Borrowings and financing Finance lease Debentures Taxes, fees and contributions payable Payroll and related taxes Tax Debt Refinancing Program (REFIS) Related parties - trade payables Concession fee payable Income tax and social contribution payable Provision for maintenance Provision for future construction work Other payables Total current liabilities NONCURRENT LIABILITIES Borrowings and financing Finance lease Debentures Tax Debt Refinancing Program (REFIS) Other payables Deferred taxes Provision for tax, labor and civil risks Provision for maintenance Provision for future construction work Concession fee payable Total noncurrent liabilities SHAREHOLDERS' EQUITY Capital Earnings reserve - legal Setup of earnings reserve - capital budget Earnings reserve - additional dividends proposed Capital reserve - stock option plan Attributable to the Company's owners Noncontrolling interests in subsidiaries’ equity Total shareholders' equity TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Parent (BR GAAP) 12/31/2012

19 20 21 18 26 22 25 23 24

19 20 21

17.a) 27 23 24 25

28.a) 28.c) 28.d) 28.e) 28.f) 28.h)

Consolidated (IFRS & BR GAAP)

12/31/2011

12/31/2012

12/31/2011

552 574,108 368 7,876 10,279 593,183

2,088 316 5,505 9,080 16,989

150,138 804,722 599 207,144 30,795 54,309 1,848 5,163 18,158 29,397 63,531 2,141 66,491 1,434,436

131,851 161,120 2,016 378,634 21,566 30,354 259 1,787 17,082 20,152 38,286 12,527 46,296 861,930

163 60 223

2,677 2,677

164,346 64 2,107,637 11,905 46,705 2,880 127,004 115,131 10,040 50,321 2,636,033

189,187 641 944,565 2,710 4,952 24,430 52,634 133,259 1,929 55,099 1,409,406

1,320,549 111,855 578,037 65,268 31,867 2,107,576 2,107,576

1,320,549 90,751 388,105 51,431 31,224 1,882,060 1,882,060

1,320,549 111,855 578,037 65,268 31,867 2,107,576 17,911 2,125,487

1,320,549 90,751 388,105 51,431 31,224 1,882,060 3,041 1,885,101

2,700,982

1,901,726

6,195,956

4,156,437

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

financial statements 2012

13

Result

Note

Parent (BR GAAP) 12/31/2012

Consolidated (IFRS & BR GAAP)

12/31/2011

12/31/2012

12/31/2011

NET REVENUE

30

-

-

2,409,107

1,827,371

COST OF SERVICES

31

-

-

(1,162,350)

(810,823)

-

-

1,246,757

1,016,548

(342,976)

(228,100)

GROSS PROFIT OPERATING INCOME (EXPENSES) General and administrative expenses

31

(48,422)

(41,393)

Share of profit of subsidiaries

13

497,596

401,588

-

(180)

Other income (expenses), net

(11,382)

52

49,272

-

OPERATING INCOME BEFORE FINANCE INCOME (COSTS)

437,792

360,247

953,053

788,268

30,350

82,557

107,329

FINANCE INCOME (COSTS) Finance income

32

15,622

Finance costs

32

(33,880)

(3,129)

(347,509)

(290,409)

(18,258)

27,221

(264,952)

(183,080)

419,534

387,468

688,101

605,188

OPERATING INCOME BEFORE INCOME TAX AND SOCIAL CONTRIBUTION INCOME TAX AND SOCIAL CONTRIBUTION Current

17.b)

23

(4,551)

(253,880)

(207,794)

Deferred

17.b)

2,515

100

(7,176)

(9,828)

2,538

(4,451)

(261,056)

(217,622)

422,072

383,017

427,045

387,566

422,072

383,017

422,072

383,017

-

-

4,973

4,549

422,072

383,017

427,045

387,566

PROFIT FOR THE YEAR ATTRIBUTABLE TO Company's owners Noncontrolling interests

BASIC EARNINGS PER SHARE - R$

33

0.76

0.69

DILUTED EARNINGS PER SHARE - R$

33

0.75

0.68

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

14

ECORODOVIAS

STATEMENTS OF COMPREHENSIVE Parent (BR GAAP) 12/31/2012

PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME COMPREHENSIVE INCOME FOR THE YEAR

Consolidated (IFRS e BR GAAP)

12/31/2011

12/31/2012

12/31/2011

422,072

383,017

427,045

387,566

-

-

-

-

422,072

383,017

427,045

387,566

422,072

383,017

4,973

4,549

ATTRIBUTABLE TO Company’s shareholders Shareholders other than the Company’s The accompanying notes are an integral part of these financial statements.

financial statements 2012

15

DMPL

Capital reserve Share capital

Stock option plan

1,320,549

31,149

-

-

28.g)

-

(2,011)

Stock option plan

28.f)

-

2,086

Distributed dividends (R$0.25 per share)

28.e)

-

-

-

-

Note

BALANCE AS AT DECEMBER 31, 2010 Effect of noncontrolling interests in subsidiaries Treasury shares

Profit for the year Allocation of profit: Legal reserve

28.e)

-

-

Setup of earnings reserve - capital budget

28.d)

-

-

Interim dividends paid (R$0.25 per share)

28.e)

-

-

Setup of accrued dividends

28.e)

-

-

1,320,549

31,224

BALANCE AS AT DECEMBER 31, 2011 Effect of noncontrolling interests in subsidiaries

4.a)(vi)

-

-

28.g)

-

(815)

Stock option plan

28.f)

-

1,458

Distributed dividends (R$0.09 per share)

28.e)

-

-

-

-

Treasury shares

Profit for the year Allocation of profit: Legal reserve

28.e)

-

-

Setup of earnings reserve - capital budget

28.d)

-

-

Interim dividends paid (R$0.26 per share)

28.e)

-

-

Setup of accrued dividends

28.e)

-

-

1,320,549

31,867

BALANCE AS AT DECEMBER 31, 2012 The accompanying notes are an integral part of these financial statements.

16

ECORODOVIAS

Attributable to subsidiary’s shareholders

Earnings reserves Retained earnings

Equity attributable to controlling (BR GAAP)

Noncontrolling interests in subsidiaries’ equity

Consolidated shareholders’ equity (IFRS & BR GAAP)

215,747

-

1,781,203

6,664

1,787,867

-

-

-

-

(8,172)

(8,172)

-

-

-

(2,011)

-

(2,011)

-

-

-

-

2,086

-

2,086

-

(142,157)

-

-

(142,157)

-

(142,157)

-

-

-

383,017

383,017

4,549

387,566

Legal

Additional dividends proposed

Capital budget

71,600

142,158

-

19,151

-

-

(19,151)

-

-

-

-

-

172,358

(172,358)

-

-

-

-

-

-

(140,078)

(140,078)

-

(140,078)

-

51,430

-

(51,430)

-

-

-

90,751

51,431

388,105

-

1,882,060

3,041

1,885,101

-

-

-

-

-

15,001

15,001

-

-

-

-

(815)

-

(815)

-

-

-

-

1,458

-

1,458

-

(51,431)

-

-

(51,431)

(5,104)

(56,535)

-

-

-

422,072

422,072

4,973

427,045

21,104

-

-

(21,104)

-

-

-

-

-

189,932

(189,932)

-

-

-

-

-

-

(145,768)

(145,768)

-

(145,768)

-

65,268

-

(65,268)

-

-

-

111,855

65,268

578,037

-

2,107,576

17,911

2,125,487

financial statements 2012

17

CASH FLOWS Parent (BR GAAP) 12/31/2012

Consolidated (IFRS e BR GAAP)

12/31/2011

12/31/2012

12/31/2011

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax and social contribution

419,534

387,468

688,101

605,188

1,110

999

237,426

168,230

Adjustments to reconcile income before income tax and social contribution to net cash (used in) generated by operating activities: Depreciation and amortization Goodwill amortization

-

295

-

-

Stock option premium

2,467

2,086

2,789

2,086

Loss/write-off of tangible and intangible assets, and investment property

7,409

-

20,532

5,096

26,247

-

296,087

236,280

-

-

9,813

9,548

60

-

15,104

27,868

Setup of provision for maintenance and provision for works

-

-

75,113

72,833

Inflation adjustment to provision for maintenance and provision for works

-

-

11,419

16,304

Income from securities

-

-

(3,954)

(1,673)

-

-

(61,904)

-

(497,596)

(401,588)

-

-

(2,515)

(100)

136

1,466

-

-

(12,321)

(48,783)

Financial charges and inflation adjustment to borrowings, financing, and debentures Inflation adjustment to concession fee payable Setup of provision for tax, labor and civil losses, escrow deposits, and inflation adjustment

Sale of investment property - net of cash (see note 4.d)) Equity in subsidiaries Deferred taxes (Increase) decrease in operating assets: Trade receivables Related parties - trade receivables

(6,451)

(3)

36,028

260

Recoverable taxes

(192)

(1,332)

(3,020)

(5,552)

Prepaid expenses

(106)

(96)

2,796

(1,508)

Escrow deposits

(499)

(718)

(14,882)

(10,714)

Indemnity assets

-

-

(762)

-

Other receivables

49

622

(14,792)

(23,605)

(1,536)

859

(22,452)

34,649

2,371

656

9,720

1,691

Increase (decrease) in operating liabilities: Trade payables Payroll and related taxes Taxes, fees and contributions payable

52

291

2,550

(191)

Related parties - trade receivables

-

-

(32,652)

1,387

Payment of provision for tax, labor and civil risks

-

-

(8,510)

(22,913)

Payments of maintenance and works

-

-

(81,690)

(65,018)

3,715

815

43,883

4,576

23

(4,546)

(254,049)

(202,908)

-

-

(242,134)

(183,802)

(45,858)

(14,292)

698,375

620,795

971,719

21,406

-

-

Cash flows on acquisition of Tecondi (see note 4.c))

-

-

(741,086)

-

Acquisition of investment propriety

-

-

(2,066)

(9,042)

Other payables Income tax and social contribution paid Interest paid Net cash (used in) generated by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Dividends received

18

ECORODOVIAS

Parent (BR GAAP) 12/31/2012

Net cash effect on sale of investment property (see note 4.d)) Purchase of tangible and intangible assets

Consolidated (IFRS e BR GAAP)

12/31/2011

12/31/2012

12/31/2011

-

-

82.397

-

(245)

(2,765)

(423,256)

(301,091)

(925,577)

(13)

-

-

45,897

18,628

(1,084,011)

(310,133)

3,432

-

3,432

-

Concession fee payable

-

(13,515)

(12,004)

Securities

-

(7,895)

(35,834)

2,234,830

544,465

Investment in subsidiaries - capital contributions (see note 13) Net cash generated by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Commission of promissory note

Leases, loans, financing and debentures raised - third parties

544,429

-

Repayment of leases, borrowings, financing, and debentures

-

-

Payment of treasury shares

(1,286,188)

(691,041)

(815)

(2,011)

(815)

(2,011)

(1,331)

-

(1,331)

-

Payment of Elog S.A. (former Elog Sudeste S.A.) and Elog Sul acquisitions

-

-

-

(88,025)

Tax Debt Refinancing Program (REFIS)

-

-

285

(598)

Capital contribution from noncontrolling shareholder

-

-

15,001

-

Payment of dividends - noncontrolling shareholder

-

-

(5,104)

(8,171)

Stock options granted

Payment of dividends and interest on capital

(197,199)

(285,546)

(210,699)

(285,546)

Net cash generated by (used in) financing activities

348,516

(287,557)

728,001

(578,765)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, NET

348,555

(283,221)

342,365

(268,103)

87,066

370,287

604,551

872,654

Cash and cash equivalents at the end of the year

435,621

87,066

946,916

604,551

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, NET

348,555

(283,221)

342,365

(268,103)

Cash and cash equivalents at the beginning of the year

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

financial statements 2012

19

DVA Parent (BR GAAP) 12/31/2012

Consolidated (IFRS e BR GAAP)

12/31/201

12/31/2012

12/31/2011

REVENUES Tolls

-

-

1,548,181

1,389,658

Construction

-

-

298,540

199,435

Other

-

-

810,424

396,020

INPUTS ACQUIRED FROM THIRD PARTIES Cost of services

(2,967)

-

(690,944)

(530,066)

(30,726)

(19,741)

(200,779)

(131,796)

-

-

(293)

(795)

GROSS VALUE ADDED (CONSUMED)

(42,108)

(19,741)

1,765,129

1,322,456

DEPRECIATION AND AMORTIZATION

(1,110)

(999)

(237,426)

(168,230)

(43,218)

(20,740)

1,527,703

1,154,226

Materials, power, outside services and other Other

VALUE ADDED (CONSUMED) BY THE COMPANY, NET WEALTH RECEIVED IN TRANSFER Finance income

15,622

30,350

82,557

107,329

506,011

401,588

-

-

-

52

-

617

521,633

431,990

82,557

107,946

WEALTH FOR DISTRIBUTION

478,415

411,250

1,610,260

1,262,172

WEALTH DISTRIBUTED

478,415

411,250

1,610,260

1,262,172

25,001

20,653

326,612

212,373

23,156

19,076

269,288

210,794

1,254

1,083

43,644

1,083

591

494

13,680

496

Equity in subsidiaries Other income, net

Personnel Direct compensation Benefits Severance pay fund (FGTS)

20

ECORODOVIAS

Parent (BR GAAP) 12/31/2012

Taxes, fees and contributions

Consolidated (IFRS e BR GAAP)

12/31/201

12/31/2012

12/31/2011

(2,538)

4,451

509,094

371,824

(2,538)

4,451

401,714

320,241

State

-

-

3,423

3,214

Municipal

-

-

103,957

48,369

33,880

3,129

347,509

290,409

26,247

-

219,919

188,002

7,633

3,129

127,590

102,407

Shareholders

422,072

383,017

427,045

387,566

Dividends

145,768

140,078

145,768

140,078

Federal

Debt Interest Other

Noncontrolling interests Legal reserve Setup of earnings reserve - capital budget Setup of accrued dividends

-

-

4,973

4,549

21,104

19,151

21,104

19,151

189,932

172,358

189,932

172,358

65,268

51,430

65,268

51,430

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

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21

ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA S.A NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012 (Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

1.

GENERAL INFORMATION EcoRodovias Infraestrutura e Logística S.A. (“EcoRodovias” or “Company”) is a corporation headquartered in São Paulo, listed on BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (São Paulo Stock Futures and Commodities Exchange). The Company started operations on November 7, 2000 to engage in operating intermodal logistics assets, by operating highway concessions, and operating logistics activities, such as back-up areas, bonded warehouses, distribution centers, port terminals, among others, and holding interests in other companies engaged in services related to its core business. The Company is located at Rua Gomes de Carvalho, 1.510 - conjuntos 31 e 32. Company shares are traded on the stock exchange. The Company’s direct and indirect subsidiaries are listed in note 4. EcoRodovias and its subsidiaries are also referred to as the “EcoRodovias Group” in this report. Working capital deficiency

EcoRodovias records a working capital deficiency of R$ 124,655. The Company has generation of operating cash and available credit facilities for the performance of short-term obligations.

2.

PRESENTATION AND SUMMARY SIGNIFICANT ACCOUNTING POLICIES 2.1.

Statement of compliance The Company’s financial statements comprise: a) The consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRSs), issued by the International Accounting Standards Board (IASB), and the accounting practices adopted in Brazil, identified as Consolidated - BR GAAP and IFRS. b) The Company’s individual financial statements prepared in accordance accounting practices adopted in Brazil, identified as Parent - BR GAAP. The accounting practices adopted in Brazil comprise the policies included in the Brazilian Corporate Law and the pronouncements, guidelines, and interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”). The individual financial statements measure investments in subsidiaries, jointly controlled projects and associates under the equity method, in accordance with prevailing Brazilian laws. Accordingly, the individual financial statements do not fully comply with IFRS, which requires that these investments be measured separately from the parent company at fair value or cost.

22

ECORODOVIAS

As there is no difference between the consolidated equity and the consolidated profit attributable to the owners of the Company, disclosed in the consolidated financial statements prepared in accordance with IFRSs and the accounting practices adopted in Brazil, and the Company’s equity and profit disclosed in the individual financial statements prepared in accordance with accounting practices adopted in Brazil, the Company opted for presenting these individual and consolidated financial statements in a single set, side by side.

2.2.

Basis of preparation The financial statements have been prepared based on the historical cost, except for certain financial instruments measured at fair value, as described in the accounting policies. The historical cost is generally based on the fair value of the consideration paid in exchange for an asset. The significant accounting policies adopted by the EcoRodovias Group are be summarized as follows:

2.3.

Functional and reporting currency Items included in the financial statements of the Company and each one of the subsidiaries included in the consolidated financial statements are measured using the currency of the main economic environment in which the companies operate (“functional currency”). The consolidated financial statements are presented in Brazilian reais (R$), which is the Company’s functional currency.

2.4.

Cash and cash equivalents Include cash, bank accounts and highly-liquid, short-term investments with insignificant risk of change in value, stated at cost plus interest earned. Cash and cash equivalents are classified as loans and receivables and their income is recorded in profit or loss for the period.

2.5.

Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, responsible for allocating resources to the operating segments and assessing their performance, is the Board of Directors, also responsible for the Company’s strategic decision-making.

2.6.

Basis of consolidation and investment measurement a) Investments in subsidiaries (Parent) In the individual financial statements (Parent), the Company measures and states investments in subsidiaries by the equity method. b) Investments in subsidiaries (Consolidated) The Company fully consolidated the financial statements of all subsidiaries. Control is evidenced when the Company holds directly or indirectly the majority of the voting rights of an entity at the Annual Shareholders’ Meeting or has the power to establish the financial and operating policies of an entity so as to obtain the benefits from its activities. In situations where the Company substantially holds the control over other entities established for a specific purpose, although it does not hold the majority of the voting rights, these entities are consolidated under the full consolidation method. The interest of third parties in the subsidiaries’ shareholders’ equity and net income is presented as a component of the consolidated shareholders’ equity and in the consolidated income statement, in line item ‘Noncontrolling interests’, respectively.

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23

c) Investments in jointly controlled entities and joint ventures Jointly controlled entities and joint ventures are those where the control is exercised by the Company and one or more shareholders or partners. Investments in jointly controlled entities are recognized under the proportionate consolidation method, when the joint control is acquired. Under this method, financial investments in jointly controlled entities are recognized in the consolidated balance sheet, proportionally to the Company’s assets, liabilities and net income. d) Recognition of investment at fair value due to loss of control When the Company loses the control over a subsidiary, the gain or loss from the disposal of control is calculated based on the difference between: (i) the sum of the fair value of considerations received and the fair value of the residual interest; and (ii) the prior-year balance of the subsidiary’s assets (including goodwill) and liabilities and non-controlling interests, if any. The fair value of any investment in the former subsidiary on the date of loss of control is considered as the fair value on initial recognition to be subsequently accounted for, or, when applicable, as cost on initial recognition of an investment in an affiliate or jointly-owned subsidiary. The assets, liabilities, shareholders’ equity and revenue and expenses of joint venture Serviços de Tecnologia de Pagamentos S.A. - STP of R$ 113,810, R$ 93,236, R$ 20,574, and R$ 17,966, respectively, have been consolidated proportionately to the Company’s interests in this joint venture’s capital, taking into consideration that shared control was obtained under shareholders’ agreements entered into by the Company with its partners in this joint venture, and none of the parties has the power to unilaterally define its financial and operating policies. 2.7.

Business combination For acquisitions made as at or after January 1, 2009, the Company measures goodwill as the fair value of the consideration transferred, including the recognized amount of any interest in the acquired company, less the net recognized amount (fair value) of identifiable assets and liabilities, all measured as at the acquisition date. •

Deferred tax assets or liabilities and assets and liabilities relating to employee benefit agreements are recognized and measured in accordance with IAS 12 - Income Taxes and IAS 19 - Employee Benefits (equivalent to CPC 32 and CPC 33), respectively.

•

Liabilities or equity instruments related to an acquiree’s share-based payment awards or the Company’s share-based payment awards for replacement of an acquiree’s share-based payment awards are measured in accordance with IFRS 2 - Share-based Payment (equivalent to CPC 10 (R1)) at the acquisition date.

•

Assets (or group of assets for sale) classified as held for sale in accordance with IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations (equivalent to CPC 31) are measured in accordance with such standard.

The goodwill is measured based on the exceeding amount arising from the sum of the amount transferred, the noncontrolling interest in the acquiree and the fair value of the acquirer’s interest previously held in the acquiree, if any, on the net amounts on the date of acquisition of the identifiable assets acquired and liabilities assumed. If, after measurement, the net amounts of identifiable assets acquired and liabilities assumed on acquisition date are higher than the sum of the consideration transferred, interests in the acquiree and the fair value of the acquirer’s interest previously held in the acquiree (if any), the gain is immediately recognized in profit or loss.

24

ECORODOVIAS

Individual financial statements

The Company applies to its individual financial statements the criteria set out in technical interpretation ICPC 09, which requires that any amount exceeding the acquisition cost over the Company’s interest in the net fair value of the acquiree’s assets, liabilities and contingent liabilities on the acquisition date be recognized as goodwill. Goodwill is added to the investment’s carrying amount. Any amount of the Company’s interest in the fair value of identifiable assets, liabilities and contingent liabilities in excess of the acquisition cost, after revaluation, is immediately recognized in profit or loss. The consideration transferred and the net fair value of assets and liabilities are measured using the same criteria applicable to the consolidated financial statements, described above.

2.8.

Goodwill (assets with indefinite useful lives) Goodwill was allocated, for impairment test purposes, to each of the Company’s cash-generating units or groups of cash-generating units, provided that they do not exceed the operating segments that will benefit from the business combination synergies. The cash-generating units (CGUs) to which goodwill was allocated are annually tested for impairment or more frequently when there are indications that a CGU may be impaired. If the recoverable value of a cash-generating unit is lower than its carrying amount, impairment losses are firstly allocated to write down the carrying amount of any goodwill of the CGU and subsequently to the other assets of the CGU, prorated to the carrying amount of each of its assets. Any impairment loss of goodwill is recognized in profit or loss. Impairment losses may not be reversed in subsequent periods.

2.9.

Financial assets and financial liabilities a) Financial assets Financial assets are classified in the following categories: (i) at fair value through profit or loss; (ii) held to maturity; (iii) loans and receivables; and (iv) available for sale. Classification is made according to the nature and purpose of the financial assets and is determined upon initial recognition. Financial assets at fair value through profit or loss

Financial assets are classified at fair value through profit or loss when they are held for trading or designated at fair value through profit or loss when acquired. A financial asset is classified as held for trading if it is: •

Acquired principally for the purpose of selling it in the near term.

•

Part of a portfolio of identified financial instruments that are jointly managed and for which there is evidence of a recent actual pattern of short-term profit-taking.

•

A derivative that is not a designated and effective hedging instrument in hedge accounting.

A financial asset other than a financial asset held for trading can be designated at fair value through profit or loss upon initial recognition when:

financial statements 2012

•

This designation eliminates or significantly reduces an inconsistency that might arise upon measurement or recognition.

•

It is part of a managed group of financial assets or liabilities, or both, and its performance is evaluated based on fair value according to the risk management or investment strategy documented by the Company, and the respective information is internally provided on the same basis.

25

•

The financial liability forms part of a contract containing one or more embedded derivatives, and CPC 38 and IAS 39 - Financial Instruments: Recognition and Measurement permit that the combined contract as a whole (asset or liability) be designated at fair value through profit or loss.

Financial assets at fair value through profit or loss are measured at fair value, with any gains or losses recognized in profit or loss for the year. Net gains or losses recognized in profit or loss include dividends or interest earned by the financial asset. Financial assets held to maturity

Financial assets with fixed or determinable payments and fixed maturities, which the Company has the intention and ability to hold to maturity are classified as held to maturity. Held-to-maturity financial assets are measured at amortized cost using the effective interest method, less the allowance for impairment losses. Revenue is recognized using the effective interest method. Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market, measured at amortized cost using the effective interest method, less the allowance for impairment losses. Interest income is recognized by applying the effective interest rate method, except for short-term receivables when the recognition of interest would be immaterial. Available-for-sale financial assets

Non-derivative financial assets designated as available for sale and not classified in any of the categories above. Available-for-sale financial assets are measured at fair value. Interest, inflation adjustment and exchange rate changes, if applicable, are recognized in profit or loss when incurred. Changes arising from measurement at fair value are recognized in a specific line item of shareholders’ equity when incurred, and are charged to income when realized or considered unrecoverable. Effective interest method

A method used to calculate the amortized cost of a financial asset or a financial liability and allocate interest income or interest expenses over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts (including all fees paid or received that are an integral part of the effective interest rate, transaction costs, and other premiums or discounts) through the expected life of the financial asset or, when appropriate, over a shorter period. b) Financial liabilities Financial liabilities are classified: (i) as fair value through profit or loss or (ii) as other financial liabilities. Financial liabilities at fair value through profit or loss

This category includes financial liabilities held for trading or measured at fair value through profit or loss. A financial liability is classified as held for trading if it is:

26

•

Incurred principally for the purpose of repurchasing it in the near term.

•

Part of a portfolio of identified financial instruments that are jointly managed and for which there is evidence of a recent actual pattern of short-term profit-taking.

ECORODOVIAS

•

A derivative that is not designated as an effective hedging instrument.

Financial liabilities that are not held for trading can be designated at fair value through profit or loss upon initial recognition when: •

This designation eliminates or significantly reduces an inconsistency that might arise upon measurement or recognition.

•

They are part of a managed group of financial assets or financial liabilities, or both, whose performance is valued based on its fair value, in accordance with the Company’s documented risk management or investment strategy, and whose related information is provided internally on the same basis.

•

They form part of a contract containing one or more embedded derivatives, and CPC 38 and IAS 39 - Financial Instruments: Recognition and Measurement permit that the combined contract as a whole (asset or liability) be designated at fair value through profit or loss.

Financial liabilities at fair value through profit or loss are stated at fair value, with any gains and losses recognized in profit or loss. Net gains or losses recognized in profit or loss comprise any interest paid on financial liabilities. Other financial liabilities

Other financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on a yield basis. The effective interest method is a method for calculating the amortized cost of a financial liability and allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, over a shorter period.

2.10. Property, plant and equipment Land is not depreciated. Buildings, furniture and fixtures, and machinery and equipment are stated at cost, less accumulated depreciation and impairment losses, when applicable. Depreciation is recognized under the straight-line method, based on the lower of the estimated useful life of each asset and the concession period. The estimated useful life, the residual values and the depreciation methods are annually reviewed on each balance sheet date and the effects from any change in the estimates are recorded on a prospective basis. An item of property, plant and equipment is written off upon disposal or when there is no future economic benefits resulting from its continuous use. Any gain or loss from the sale or disposal of a property, plant and equipment item is determined by the difference between the sales amount received and the carrying value of the asset sold, recognized in profit or loss.

2.11. Investment properties Investment property is represented by land, buildings and construction in progress held to earn rentals and/ or for capital appreciation, as disclosed in Note 14. Investment property is stated at acquisition or construction cost, less accumulated depreciation, calculated on the straight-line basis at rates that take into consideration the estimated economic useful lives of assets. Costs on investment properties in use, such as maintenance, repair, insurance and property taxes, are recognized as cost in the income statement for the year to which they refer.

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27

Investment property is written off after disposal or when it is permanently removed from use and no future economic benefits will be generated as a result of the sale. Any gain or loss from the write-off of the property (calculated as the difference between net revenue from sales and the carrying amount of the asset) is recognized in income for the year in which the property is written off.

2.12. Intangible assets The Company recognizes an intangible asset arising from the service concession arrangement when it has the right to charge for the use of the concession infrastructure. The intangible asset received as consideration for the provision of construction or improvement services in a service concession arrangement is measured at the fair value, upon its initial recognition. After initial recognition, the intangible asset is measured at cost, which includes the costs of capitalized borrowings, less accumulated amortization and impairment losses. The amortization of intangible assets arising from the concession rights is recognized in profit or loss through the projected traffic curve for the concession period as from the date they become available for use, since this method best reflects the future economic benefit consumption pattern incorporated to the asset. Goodwill allocated to concession rights, as well as those related but not directly allocated to the concession or other assets and liabilities, and whose economic benefit is limited to the time (defined term) in view of the concession right with definite useful live, comprising the balance of intangible assets are amortized based on the same criteria described in the preceding paragraph. Software systems are carried at acquisition cost and amortization is recorded for a period of up to five years on a straight-line basis. Intangible assets acquired in a business combination

In the consolidated financial statements, intangible assets acquired in a business combination and recognized separately from goodwill are recorded at fair value on the acquisition date, which is equivalent to their cost.

2.13. Allowance for impairment of long-lived assets Management reviews the carrying amount of long-lived assets, especially property, plant and equipment and intangible assets with long-lived assets (mainly represented by intangible assets in connection with concession agreements), to be held and used in the Company’s operations, to determine and assess whenever events or changes in circumstances indicate that an asset or group of assets might be impaired. Analyses are performed in order to identify circumstances that could require testing long-lived assets for impairment and measure potential impairment losses. Assets are grouped and tested for impairment based on expected future discounted cash flows over the estimated remaining useful lives of the assets, based on new developments or circumstances. In this case, an impairment loss would be recognized based on the amount by which the carrying amount exceeds the probable recoverable value of a long-lived asset.

2.14. Financial liabilities Other financial liabilities

The Company’s and its subsidiaries’ financial liabilities are represented mainly by trade payables, finance leases, borrowings and financing, debentures, and concession fee payable (see notes 19, 20, 21, and 25). They are carried at contractual amounts plus related charges, including interest, inflation adjustment or exchange rate changes. When applicable, they are recognized at fair value, less transaction costs incurred, and are subsequently measured at the amortized cost by the effective interest method.

28

ECORODOVIAS

Borrowings and financing are classified as current liabilities, unless the Company has an unconditional right to defer settlement of the loan for at least 12 months after the end of the reporting period.

2.15. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets that take substantial period of time to get ready for their intended use or sale, are capitalized as part of the cost of such assets through the date they are ready for their intended use or sale. Income on investments earned on the short-term investment of funds of specific borrowings not yet spent on the qualifying assets is deducted from the borrowing costs eligible for capitalization. Other borrowing costs are recognized in profit or loss for the period in which they are incurred.

2.16. Taxes Income tax and social contribution expenses represent the aggregate of current and deferred taxes. a) Current taxes The provision for income tax is based on taxable income for the year. Taxable income differs from profit for the year disclosed in the consolidated statement of comprehensive income/income statement because it excludes income or expenses taxable or deductible in other years, as well as permanently nontaxable or nondeductible items. The provision for income tax is calculated by each EcoRodovias Group company, based on the rates effective at year-end. b) Deferred taxes Deferred income tax (“deferred tax”) is recognized on temporary differences at the end of each reporting year between the asset and liability balances recorded in the financial statements and the respective tax basis adopted for the calculation of taxable income, including tax losses, when applicable. Deferred tax liabilities are usually recognized on all temporary taxable differences and deferred tax assets are recognized on all the temporarily deductible differences, and only when it is likely that the Company will present future taxable income at a sufficient amount so that these deductible temporary differences can be utilized. Deferred tax assets or liabilities are not recognized on temporary differences of other assets and liabilities in a transaction that does not affect taxable or book income. The recovery of deferred tax assets is reviewed at the end of each annual reporting period and, when it is no longer probable that future taxable income will be available to allow the recovery of all or part of the assets, these are adjusted for the expected recoverable amount. Deferred tax assets and liabilities are measured based on the rates applicable for the period on which the liability is expected to the offset or the asset is expected to be realized, based on the rates set forth in the tax legislation effective at the end of each reporting year, or upon approval of a new legislation. The measurement of deferred tax assets and liabilities reflects the tax effects expected by the EcoRodovias Group, at the end of each reporting year, to recover or offset the carrying amount of these assets and liabilities. c) Service revenues are subject to cumulative Services Tax (ISS), Social Integration Program Tax on Revenue (PIS), and Social Security Funding Tax on Revenue (COFINS). PIS and COFINS are recorded as a deduction from gross operating revenue in the income statements.

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29

2.17. Provisions a) Provision for tax, labor and civil risks Recognized based on actual obligations (legal or presumed) resulting from past events, based on which the amounts can be reasonably estimated and the settlement of which is probable. The amount recognized as a provision is the best estimate of the expenditure required to settle the obligation at the end of each reporting period, considering the risks and uncertainties inherent in such obligation. When the provision is measured based on the cash flows estimated to settle an obligation, its carrying amount is equivalent to the present value of such cash flows. When some or all the economic benefits required to settle a provision are expected to be recovered from a third party, an asset is recognized if, and only if, reimbursement is virtually certain and the amount can be reliably measured. The bases for and nature of the provisions for tax, civil, and labor risks are described in note 27. b) Allowance for doubtful debts A significant portion of trade receivables refers to receivables from related party Serviços de Tecnologia de Pagamentos S.A. - STP, a jointly controlled subsidiary of EcoRodovias Infraestrutura e Logística S.A. (“EcoRodovias Infraestrutura”), which manages the “Sem Parar” means of payment (electronic toll). The allowance for doubtful debts is recognized, if necessary, based on loss estimates. c) Provision for maintenance under concession arrangements The accounting for the provision for maintenance, repair and replacements in highways is calculated based on the best estimate of the expense to settle the present obligation at the balance sheet dates, as a contra entry to maintenance expenses in the year or recovery of infrastructure at a specified level of operationality. Liabilities, at present value, are progressively recorded and accrued to meet the disbursements to be made during maintenance.

2.18. Other current and noncurrent liabilities Carried at known or estimated amounts, plus the related charges, inflation adjustments and exchange rate changes, when applicable, incurred through the balance sheet date.

30

ECORODOVIAS

2.19. Employee benefits - stock option plan The Company and its subsidiaries offer their employees a stock option plan, settled with Company and its subsidiaries equity, under which the Company receives services as consideration for the stock options granted. The stock option plan for Company’s employees is measured at the fair value of equity instruments on the grant date. The details on the fair value of these plans are described in note 28.f). The fair value determined on grant date of the equity-settled stock options is recorded as expenses for the year on a straight-line basis over their vesting period, based on the Company’s estimates of which options will eventually vest, with a corresponding increase in equity. At the end of each reporting year, the Company reviews its estimates on the number of equity instruments that will be acquired. The impact of the review of the original estimates, if any, is recognized in income (loss) for the year, so that the accumulated expense reflects the estimates reviewed including the corresponding adjustment to shareholder’s equity under the line item “Capital reserve - stock option plan” that recorded the benefit to employees.

2.20. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable, less any cancellation estimate, and revenues and expenses are determined on the accrual basis, including: a) Toll revenues are recognized as users pass through the toll plaza, and logistics revenues are recognized when trucks use the courtyard or when empty containers are handled, stored or repaired. b) Revenues from advance sales of toll coupons are recorded as ‘Deferred revenue’ in current liabilities, in line item ‘Other payables’, and are recognized as revenue in profit or loss as users pass through the toll plaza. c) Revenue related to improvements or construction works under the service concession arrangement is recognized based on the percentage of completion of the construction performed. Revenues from operation or construction are recognized over the period in which services are provided by the Company. When the Company provides more than one service under a service concession arrangement, the compensation received is allocated by reference to the fair values of the services delivered. d) Logistics revenue is recognized when the courtyard is used by the trucks and trucks are moved, parked, or repaired. e)

Port revenue is generated by port operations and the import and export cargo handling and warehousing activities, in a Company owned terminal in the Port of Santos.

2.21. Finance income (costs) Refer to interest, inflation adjustments and exchange rate differences arising from short-term investments, escrow deposits, borrowings, financing, debentures, concession fee payable, and provision for maintenance.

2.22. Dividends and interest on capital The proposed distribution of dividends and interest on capital made by the Company’s management that does not exceed mandatory minimum dividends is recognized as liability in line item ‘Dividends and interest on capital payable’ as it is considered a legal obligation under the Company’s bylaws. For corporate and accounting purposes, interest on capital is stated as allocation of profit or loss directly in equity.

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31

2.23. Basic and diluted earnings per share The basic earnings per share are calculated by dividing the profit attributable to the Company’s shareholders by the weighted average number of common shares issued in the year, excluding the common shares bought back by the Company and held in treasury. Diluted earnings per share are calculated by adjusting the weighted average number of outstanding common shares assuming the conversion of all potentially dilutive common shares. The Company has one class of potentially dilutive common shares: the stock option plan.

2.24. Statement of value added (DVA) This statement is intended to disclose the wealth created by the Company and its distribution during a certain period and is presented by the Company, as required by Brazilian corporate law, as part of its individual financial statements and as supplemental information to the consolidated financial statements, since it is not either provided for or mandatory under IFRSs. The statement of value added was prepared using information obtained in the same accounting records used to prepare the financial statements and pursuant to the provisions of CPC  09 Statement of Value Added. The first part of the DVA presents the wealth generated by the Company, represented by revenues (gross sales, including the taxes levied on revenues, other revenues and the effects from allowance for doubtful accounts) and inputs acquired from third parties (sales cost and acquisitions of materials, electric energy and third-party services, including the taxes levied on the acquisition, the effects from losses and recovery of assets and depreciation and amortization) and the value added received from third parties (equity in subsidiaries, financial income and other revenues). The statement of value added also presents the distribution of wealth among employees, taxes, as fees and contributions, to lenders and lessors, and to shareholders.

2.25. New and revised standards and interpretations issued and not yet adopted The EcoRodovias Group did not adopt the new and revised IFRSs already issued but not yet adopted below: Effective for annual periods beginning on or after January 1, 2013:

32

•

IFRS 10 - Consolidated Financial Statements - Under IFRS 10 there is only one basis for consolidation, that is, control. Additionally, IFRS 10 includes a new definition of control.

•

IFRS 11 - Joint Arrangements - addresses how a joint arrangement where two or more parties have joint control should be classified.

•

IFRS 12 - Disclosure of Interests in Other Entities - it is a disclosure standard applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities.

•

IFRS 13 - Fair Value Measurement - establishes a single source of guidance for fair value measurements and disclosures about fair value measurements.

•

Amendments to IFRS 7 - Disclosures - Offset of Financial Assets and Financial Liabilities - increase the disclosure requirements for transactions involving transfers of financial assets.

•

Amendments to IFRS 10, IFRS 11 and IFRS 12 - clarify certain rules applicable to the first-time adoption of IFRSs.

•

IAS 19 (revised in 2011) - Employee Benefits - changes the accounting of defined benefit plans and termination benefits.

ECORODOVIAS

•

IAS 27 (as revised in 2011) - Separate Financial Statements - reflects the changes in the accounting for noncontrolling interests (minority interests) and relates primarily to accounting for increases and decreases in ownership interests in subsidiaries after control is obtained.

•

IAS 28 (revised in 2011) - Investments in Subsidiaries and Joint Ventures - clarify procedures for the application of impairment tests to associates and joint ventures.

•

Amendments to IFRSs - the annual improvements to the 2009-2011 IFRS cycle include several changes to different IFRSs. The amendments to IFRSs applicable to annual periods beginning on or after January 1, 2013 include: a) Amendments to IAS 16 - Property, Plant and Equipment - clarify that spare parts, stand-by equipment and service equipment are classified as property, plant and equipment when they meet the definition of property, plant and equipment set out in IAS 16, or otherwise as inventory. b) Amendments to IAS 32 - Financial Instruments - Presentation - clarify that the income tax related to distributions to holders of equity instruments and equity transaction costs should be accounted pursuant to IAS 12 - Income Taxes.

Effective for annual periods beginning on or after January 1, 2014: •

Amendments to IAS 32 - Offset of Financial Assets and Financial Liabilities - address the classification of certain rights issues denominated in a foreign currency as either equity instruments or as financial liabilities.

Effective for annual periods beginning on or after January 1, 2015: •

IFRS 9 - Financial Instruments - introduces new requirements for the classification, measurement and derecognition of financial assets and financial liabilities.

The adoption of IFRS 10, which introduces the new definition of control, and the adoption of IFRS 11 will result in changes of how the investment held by EcoRodovias Group in the joint venture: Serviços de Tecnologia de payments S.A. - STP, a jointly controlled entity pursuant to IAS 31 - Interests in Joint Ventures, currently accounted for by the proportionate consolidation method. Pursuant to IFRS 11, this jointly controlled entity is classified as a joint venture and recognized by the equity of accounting method, resulting in the recognition of the Company’s proportionate interest in its net assets in profit or loss for the year and in comprehensive income in a single line item that will be presented in the consolidated statement of financial position, and in the consolidated income statement or the statement of comprehensive income as ‘Investments’ and ‘Equity is subsidiaries’, respectively. Management reviewed its financial statements to determine the impacts of adopting IFRS 10 and IFRS 11, and the changes in consolidated financial statements for the year ended December 31, 2012 are as follows: total assets after the impacts: R$ 5,776,299 (against R$ 6,195,956 beforehand), liabilities after the impacts: R$ 3,650,812 (against R$ 4,070,469 beforehand), and net revenue after the impacts: R$ 2,084,122 (against R$ 2,409,107 beforehand). •

Because of the CPC’s commitment to keep the set of standards issued up-to-date as amendments are made by the IASB, Management expects such new and revised standards to be issued by CPC by the date they become effective.

financial statements 2012

33

By the reporting date, the following technical pronouncements were issued by CPC: CPC 19 (R2)

Joint Arrangements (equivalent to IFRS 11)

CPC 33 (R1)

Employee Benefits (equivalent to IAS 19, revised)

CPC 36 (R3)

Consolidated Financial Statements (equivalent to IFRS 10)

CPC 45

Disclosure of Interests in Other Entities (equivalent to IFRS 12).

CPC 46

Fair Value Measurement (equivalent to IFRS 13)

The company’s management assessed these new standards and interpretations and does not expect any significant impacts on the reported amounts.

3.

Use of estimates and judgment The preparation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and IFRS issued by IASB requires Management to make judgments, estimates and assumptions that affect the application of the accounting practices and the reported amounts of assets, liabilities, revenues and expenses. The information on uncertainties about assumptions and estimates that have a significant risk of resulting in a material adjustment in the next year are mainly related to the following aspects: determination of the discount to present value rates used to measure certain current and noncurrent assets and liabilities and determine the amortization rates of intangible assets obtained based in traffic projection economic studies, the provisions for maintenance, the provisions for future investments arising from the concession arrangements whose economic benefits are diluted in current tolls, the provisions for tax, labor and civil risks, the losses on trade receivables, and the preparation of projections on the realization of deferred income tax and social contribution, which, although reflecting the judgment of the best estimate by the Company’s management concerning the likelihood of future events, actual results could differ from those estimates. Estimates and assumptions are reviewed on an ongoing basis. Revised accounting estimates are recognized in the period in which estimates are reviewed and in any future periods that may be impacted. Accounting for concession arrangements

In accounting for concession arrangements, the Company makes analyses involving Management’s judgment mainly on the application of the interpretation of concession arrangements, determination and classification of improvement and construction costs wither as intangible or financial assets, and assessment of future economic benefits in order to determine when intangible assets generated under concession arrangements are recognized. The disclosures on each of the Company’s concession arrangement and its characteristics are described in Note 38. Intangible assets recognition timing

The Company’s management assesses the intangible assets recognition timing based on the economic features of each concession arrangement. Any additions to the existing intangible assets will only be accounted for upon completion of services related to infrastructure construction or expansion/improvement that has potential to generate additional revenue. In these cases, the construction obligation is not recognized when the concession arrangement is executed but at the time of the construction, against the related intangible asset.

34

ECORODOVIAS

Determination of the annual amortization expense of intangible assets arising from concession arrangements

The Company recognizes the effect of amortizing intangible assets arising from concession arrangements limited to the termination of the related concessions. The calculation is made based on the expected pattern of benefit consumption, which normally arises from the traffic curve. Accordingly, the amortization rate is determined based on economic studies seeking to reflect the projected highway traffic growth and future economic benefits arising from each concession arrangement. The Company makes uses of econometric models to project traffic, which are periodically reassessed by analyzing independent projection variables, such as macroeconomic variables (Gross Domestic Product (GDP), Extended Consumer Price Index (IPCA), General Market Price Index (IGP-M), US dollar, export and import, fuel indices, consumer confidence indices and Consumer Price Indices (IPCs), sectorial indices (manufacturing and sale of cars and commercial vehicles, farming GDP, industrial GDP, service GDP and ABCR index), commodities (sugar, soybean and soy bran, WTI and Brent oil price, loading/unloading of corn cargo, soybean and fertilizers in the Paranaguá Port), weather (rainfall and temperature), seasonality (months, number of holidays in the month, holiday weekday), and structural variables (new lanes and new toll plazas). The Company uses models to study and project traffic in highways under its concession. These projections do not take into account the potential growth in traffic arising from future construction work. Determination of construction revenue

When a concessionaire provides construction services it must recognize the related revenue at fair value and the related costs transformed into expenses related to the construction service provided. In accounting for construction profit margins, Management assesses issues related to the primary responsibility for the provision of construction services, even in the cases in which services are outsourced; costs on works management and/or monitoring; and the EcoRodovias Group’s company that performs construction services. All the described assumptions are used for the purpose of determining the fair value of construction activities. The Company’s management understands that construction revenues are accounted for at fair value. Adjustment to present value of certain assets and liabilities

For certain assets and liabilities that are part of the Company’s operations, management values and recognizes the impacts of the discount to present value taking into consideration the time value of money and the uncertainties associated them. As at December 31, 2012 and 2011, assets and liabilities adjusted to present value, as well as the main assumptions used by Management to measure and recognize them, are as follows: a) Provision for future construction works based on the estimated disbursements to meet the concession contractual obligations whose economic benefits are already accrued by the Company, and the provision for maintenance based on the estimated costs to meet the contractual concession obligations related to the use and maintenance of highways at predefined usage levels. The present values of these provisions were measured using the projected cash flow method on the dates in which funds are disbursed to meet the related obligations (estimated for the entire concession period) and discounted using a discount rate ranging from 9.62% and 11.56% per year. The discount rate used by Management is based on the weighted average rate on funding. b) Concession fees obligations arising from obligations incurred by the Company concerning the concession right. The measurement and criteria of related amounts are described in note 25.

financial statements 2012

35

Impairment test of assets with finite useful lives

In preparing the financial statements, the Company analyzes if there is evidence that the assets might be impaired. When there is such evidence, the Company estimates the recoverable value of the asset. The recoverable value of an asset is the higher of: (a) its fair value less costs to sell; and (b) its value-in-use. The value-in-use is equivalent to discounted cash flows (before taxes) arising from the continuous use of the asset up to the end of its useful life. When the residual amount of the asset exceeds its recoverable value, the Company recognizes an impairment loss. The impairment of assets carried at cost is recorded in profit or loss for the year. If the impairment of an individual asset cannot be determined, the Company tests for impairment the cash-generating unit to which the asset belongs. The Company did not identify any circumstances that would require the recognition of a provision as at December 31, 2012 and 2011.

4.

Consolidated financial statements The consolidated financial statements comprise the Company and its fully-owned subsidiaries and interests in entities in which the Company is considered as the primary beneficiary, i.e., the holder of the main risks and rewards (even if the Company does not hold the majority of voting shares). The interests held in the consolidated subsidiaries are as follows: Direct subsidiaries: EcoRodovias Concessões e Serviços S.A. (i) Elog S.A. (see note 4.b)(v)) Elog S.A. (formerly Elog Sudeste S.A.) (ii) Ecoporto Holding S.A. (iii) Serviços de Tecnologia de Pagamentos S.A. - STP (iv) EIL01 Participações S.A. (v) Rodovia das Cataratas S.A. - Ecocataratas (see note 4.b)(i)) ECO101 Concessionária de Rodovias S.A. (vi) EIL02 S.A. (vii) Tecondi - Terminal para Contêineres da Margem Direita S.A. (viii) Termares - Terminais Marítimos Especializados Ltda. (ix) Termlog - Transporte e Logística Ltda. (x)

36

12/31/2012

12/31/2011

100.00% -

100.00% 80.00%

80.00%

-

12.75% 100.00% 80.00% 100.00% 100.00% 100.00% 100.00%

100.00% 12.75% 100.00% 100.00% -

100.00% 100.00% 90.00%

100.00% 100.00% 90.00%

Indirect subsidiaries: EcoRodovias Concessões e Serviços S.A.: Concessionária Ecovias dos Imigrantes S.A. (xi) Concessionária Ecovia Caminho do Mar S.A. (xii) Empresa Concessionária de Rodovias do Sul S.A. - Ecosul (xiii) Concessionária das Rodovias Ayrton Senna e Carvalho Pinto S.A. Ecopistas (xiv) Rodovia das Cataratas S.A. - Ecocataratas (xv)

100.00%

100.00%

100.00%

-

Elog S.A. (formerly Elog Sudeste S.A.): Ecopátio Logística Cubatão Ltda. (xvi) ELG-01 Participações Ltda. (xvii) Elog Logística Sul Ltda. (xviii) Anish Empreendimentos e Participações Ltda. (xix) Paquetá Participações Ltda. (xx) Ecopátio CLB Imigrantes Empreendimentos Imobiliários S.A.

100.00% 100.00% 100.00% 100.00% 100.00% -

100.00% 100.00% 100.00% 100.00% 100.00% 50.00%

ECORODOVIAS

a) The direct and indirect subsidiaries’ activities are as follows: Direct subsidiaries

(i)

Ecorodovias Concessões e Serviços S.A., formerly EcoPorto Participações Ltda., was incorporated on May 16, 2007, and is engaged in holding interests in other companies as partner or shareholder. After the merger of ECSC - Centro de Serviços Corporativos Ltda. (“ECSC”) and ECSE - Centro de Serviços de Engenharia Ltda. (“ECSE”), services, including administrative, financial, human resources, IT, engineering and procurement, started to be provided.

(ii)

Elog S.A., formerly Elog Sudeste S.A., is engaged in providing general warehousing services, through own or leased equipment for the safeguarding and upkeep of domestic or imported goods, including in establishments in customs areas, set forth in the customs regulation, and specific logistics services, consisting of the transportation of goods to places set out by its customers.

(iii)

Ecoporto Holding S.A. is engaged in holding interests in other companies, either as partner or shareholder. On May 18 it entered into a share subscription agreement and other covenants with CFF Participações.

(iv)

Serviços e Tecnologia de Pagamentos S.A. - STP is engaged in providing automated toll and parking Sem Parar, Via Fácil and Onda Livre payment services. STP, responsible for implementing the Automated Vehicle Identification (IAV) system in Brazil, operates in 242 toll plazas in Brazil, in the São Paulo, Rio de Janeiro, Rio Grande do Sul, Paraná, Minas Gerais and Santa Catarina states. The Company holds 12.75% of the capital of STP, in which there is shared control under the Shareholders Agreement.

(v)

EIL01 Participações S.A. is engaged in holding interests in other companies, either as partner or shareholder.

(vi)

ECO101 Concessionária de Rodovias S.A., incorporate on March 22, 2012, is engaged in the operation of the BR-101 ES/BA Highway System concession, under a federal concession, including the exploration of subsidiary revenues. On June 5, 2012 capital was increased by R$ 75,001 and the Company paid in R$ 60,000 corresponding to its 80% stake. Jointly controlled entity SBS Engenharia e Construções Ltda. paid in R$ 15,001, corresponding to its 20% stake.

(vii)

EIL02 S.A. is engaged in holding interests in other companies, either as partner or shareholder.

(viii)

Tecondi - Terminal para Contêineres da Margem Direita S.A. is a Brazilian company that undertakes port operations and also engages in the handling and warehousing of import and export cargo, in its own terminal in the Port of Santos, under bidding process 06/97 of Companhia Docas do Estado de São Paulo (Codesp).

(ix)

Termares - Terminais Marítimos Especializados S.A. is a Brazilian company engaged in the handling and warehousing of import and export cargos under customs control.

(x)

Termlog Transporte e Logística Ltda. is engaged in the internal handling of the containers of the companies Tecondi and Termares, and is expanding its services to serve the part load transportation and distribution market.

financial statements 2012

37

Indirect subsidiaries

(xi)

Concessionária Ecovias dos Imigrantes S.A. started operations on May 29, 1998 and is exclusively engaged in operating the Anchieta-Imigrantes highway system under the public service concession terms granted by the São Paulo State Government.

(xii)

Concessionária Ecovia Caminho do Mar S.A., incorporated on October 21, 1997, is engaged in operating, on a concession basis, Lot 006 of the Highway Concession Program of the State of Paraná.

(xiii)

Concessionária de Rodovias do Sul S.A. - Ecosul was incorporated on January 19, 1998 and started operations on March 1, 2001, and is engaged only in operating, on a concession basis, certain stretches included in the so-called Pelotas Hub.

(xiv)

Concessionária das Rodovias Ayrton Senna e Carvalho Pinto S.A. - Ecopistas, incorporated on April 27, 2009, started operations on June 18, 2009 and is engaged in operating, through the collection of tolls and ancillary revenues within the terms and limits set out in the concession agreement, the Ayrton Senna-Carvalho Pinto highway system.

(xv)

Rodovia das Cataratas S.A. - Ecocataratas was incorporated on November 3, 1997 to operate Lot 003 of BR-277 highway, which is a 387.1-km stretch located between the city of Guarapuava, central region of the State of Paraná, and the city of Foz do Iguaçu, in the west end of the same State, as provided for in the concession agreement entered into on November 14, 1997, resulting from the international bid 003/96 DER/PR, granted by the Paraná State. As a result of the corporate restructuring undertaken through a capital contribution made on March 30, 2012, Ecocataratas became a direct subsidiary of EcoRodovias Concessões e Serviços S.A. (see note 4.b)(i)).

38

(xvi)

Ecopátio Logística Cubatão Ltda. was established on April 5, 2006 and is engaged in the management of the intermodal terminal and regulation of the truck and cargo flow toward the Port of Santos. This terminal is located in the municipality of Cubatão, SP and has an area of 442,700 square meters that will allow the creation of approximately 3,500 fixed parking spaces and 10,000 insured spaces for trucks and cargo. This area, owned by the City of Cubatão, was granted under the Concession Agreement for the Use of Cubatão’s Municipal Assets, effective until May 2026. Ecopátio Cubatão operates as a bonded terminal since 2010, when it started to operate as export terminal, under a REDEX (Special Export Customs Clearance Area) license. The startup of a Customs Logistics Industrial and Center (CLIA) was in 2011. The Company’s head office is located at Rodovia Cônego Domênico Rangoni, km 263.

(xvii)

ELG-01 Participações Ltda., incorporated on November 27, 2009, is engaged in holding interests in other entities, as partner or shareholder.

(xviii)

Elog Logística Sul Ltda., formerly “EADI Sul Terminal de Cargas Ltda.”, is engaged in providing general warehousing services, through own or leased equipment for the safeguarding and upkeep of domestic or imported goods, including in establishments in customs areas, set forth in the customs regulation, and specific logistics services, consisting of the transportation of goods to places set out by its customers.

(xix)

Anish Empreendimentos e Participações Ltda. is engaged in developing real estate projects, managing properties on own account and holding interests in other civil or commercial entities, as partner, holding company or shareholder.

(xx)

Paquetá Participações Ltda. is engaged in managing own assets, including, but not limited to, marketable securities and financial assets of any nature and holding direct or indirect interest, as partner or shareholder in any entity.

ECORODOVIAS

b) Corporate restructuring In 2012 the EcoRodovias Group has conducted a few corporate restructuring transactions aiming at simplifying its operational structure, as follows: (a)

Increase of capital of EcoRodovias Concessões e Serviços S.A. On March 30, 2012, the capital increase of EcoRodovias Concessões e Serviços S.A. by R$ 305,432 was approved, causing EcoRodovias Infraestrutura’s stake held in Rodovias das Cataratas S.A. - Ecocataratas to be held directly by EcoRodovias Concessões e Serviços S.A. Capital was increased at carrying amounts and, therefore, no gains or losses were recorded.

(b)

Merger of CFF Participações Ltda. with and into Aba Porto Participações S.A. On November 27, 2012, as decided at the Shareholders’ Meeting, the merger of CFF Participações Ltda. with and into the then controlling shareholder Aba Porto Participações S.A. was approved, as set forth in the Merger Agreement and Rationale. As a result of this merger, CFF Participações Ltda. was liquidated by operation of law and Aba Porto Participações S.A. became its successor.

(c)

Merger of Ecoporto Holding S.A. into Aba Porto Participações S.A. On November 27, 2012, as decided at the Extraordinary Shareholders’ Meeting, the merger of Ecoporto Holding S.A. with into the then controlling shareholder Aba Porto Participações S.A. was approved, as set forth in the Merger Agreement and Rationale. As a result, Ecoporto Holding S.A. was liquidated by operation of law and Aba Porto Participações S.A. became its successor.

(d)

Full spin-off of Aba Porto Participações S.A. with transfer of net assets to Tecondi - Terminal para Contêineres da Margem Direita S.A., Termares - Terminais Marítimos Especializados Ltda. and Termlog Transporte e Logística Ltda. On November 27, 2012, as decided at the Extraordinary Shareholders’ Meeting, the full spin-off of Aba Porto Participações S.A. was approved, as set forth in the Full Spin-off Agreement, and transfer of net assets to existing companies and instrument of justification. As a result of such spin-off, Aba Porto Participações S.A. was extinguished by operation of law and Tecondi - Terminal para Containers da Margem Direita S.A., Termares - Terminais Marítimos Especializados Ltda. and Termlog Transporte e Logística Ltda. became its successors.

(e)

Merger of Elog S.A. with and into Elog Sudeste S.A. On December 31, 2012, as decided at the Extraordinary Shareholders’ Meeting, the merger of Elog S.A. with and into the then controlling shareholder Elog Sudeste S.A. was approved, as set forth in the Merger Agreement and Rationale. As a result, Elog S.A. was terminated by operation of law and Elog Sudeste S.A. became its successor. After the merger the name of Elog Sudeste S.A. was changed to Elog S.A.

c) Business combination On May 18, 2012, EcoRodovias entered into, through its direct subsidiary Ecoporto, a Share Subscription Agreement and Other Covenants with CFF Participações Ltda. for the subscription and payment, by Ecoporto, of Aba Porto Participações S.A. shares representing 41.29% of its voting and total capital. On that date, Aba Porto held 100% of the shares of the companies Tecondi Terminal para Contâineres da Margem Direita S.A., Termares - Terminais Marítimos Especializados Ltda., and Termlog Transporte e Logística Ltda., which jointly form the Tecondi Hub, and which are engaged into the operation of seaports. On the same date, a Share Call Option Agreement was executed that allowed Ecoporto to acquire, within twelve months after this date, the entire interest held by the original shareholders of the Tecondi Hub. Ecoporto exercised the call option on the entire equity interest of the Tecondi Hub on June 19, 2012, i.e., the remaining 58.71%.

financial statements 2012

39

The acquisition price totaled R$ 1,297,341, of which R$ 540,369 corresponding to the 41.29%, and R$ 760,241 corresponding to the remaining 58.71% were paid. The acquisition of 100% of the shares was completed and control was obtained on May 24, 2012, through Ecoporto (no disbursement had been done to this date), which was the date the conditions precedent were met, i.e., the approval from Codesp (São Paulo Port Authority) and the banks, without which the acquisition could not have been completed. In addition, the call option on the 58.71% interest was deemed effective, since the condition for its exercise was merely the financial terms on May 24, 2012. With this acquisition, EcoRodovias will start to engage in, through Ecoporto, port operations, and the import and export cargo handling and warehousing activities, in a Company owned terminal in the Port of Santos. The Company engaged a third-party valuer to conduct the studies necessary to measure the fair value of the assets acquired and liabilities assumed. Management provisionally measured the fair value of the assets acquired and liabilities assumed and concluded that the goodwill paid will be substantially allocated to the concession arrangements. As at December 31, 2112 the Company recognized amortization of R$ 25,415 in view of the asset’s finite life. Goodwill will be amortized over the concession period. To determine the acquisition price, the Company assumed that the concession arrangement will be renewed in 2023 for another 25 years, as provided for in the clause 16 of Lease Agreement PRES 028.98 (“Agreement”), at the request of the Company to the Concession Grantor. In light of Law 8630/93 and Law 8987/95, and related administrative principles, the Company understands that it will only have to prove the compliance with the Agreement’s obligations and the existence of a public interest to extend the concession. The Company also understands that pursuant to its investment plan and its significant market share, it will be it will fully able to comply with the concession renewal terms. Therefore, the same assumption is being used to amortize goodwill arising on the acquisition. Goodwill was R$ 1,136,118, arising on the difference between the amount paid and the acquiree’s equity, was preliminary valued by an independent valuer and allocated as follows:

40

(i)

R$ 1,106,175 as concession arrangements with finite useful lives until 2048.

(ii)

R$ 29,943 as appreciation of property, plant and equipment, machinery and equipment, port cranes, and vehicles, with finite useful lives ranging from five to ten years.

ECORODOVIAS

The acquisition’s cash flow was as follows: Balances at 05/31/2012 Total assets Total liabilities

994,509 (833,286)  

Shareholders’ equity

161,223

Goodwill arising on transaction

1,136,118

Total acquisition cost

1,297,341

Cash and cash equivalents of the acquired subsidiary

(566,855)

Acquisition cash flow less acquired subsidiary’s cash

730,486

 

The consolidated balance sheet as at May 31, 2012 was considered as the opening balance sheet, as follows: Carrying amount on acquisition Net assets acquired

161,223

Cash and cash equivalents

556,255

Trade receivables

102,110

Other receivables

24,975

Escrow deposits

51,271

Deferred taxes Property, plant and equipment Intangible assets Trade payables Borrowings and financing

374 258,118 1,406 (40,814) (634,927)

Provision for tax, labor and civil risks

(68,042)

Other payables

(89,503)

d) Sale of stake On November 14, 2012, the Company announced, through its direct subsidiary Elog S.A., in a Notice to the Market, the sale of 100% of its stake in Ecopátio CLB Imigrantes Empreendimentos Imobiliários S.A., representing 50% of its capital, for R$ 104,063 (R$ 83,250 - 80% of Elog S.A.’s stake in the Company) to BRCVII Cidade Nova Empreendimentos e Participações Ltda., a company controlled by Prep III - Industrial Co-Investments, L.P. and Prosperitas III - Fundo de Investimento em Participações, as part of the acquisition of such assets by Global Limited Properties (GLP).

financial statements 2012

41

The effects from the sale of such stake are as follows: ASSETS

Balances

CURRENT ASSETS Cash and cash equivalents

853

Trade receivables

876

Recoverable taxes

1

Prepaid expenses

22

Total current assets

1,752

NONCURRENT ASSETS Escrow deposits

266

Investment properties

52,772

Total noncurrent assets

53,038

TOTAL ASSETS

54,790

 

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Trade payables

75

Borrowings and financing

424

Taxes and contributions payable

35

Provision for income tax and social contribution

171

Dividends payable

291

Other payables

1

Total current liabilities

997

NONCURRENT LIABILITIES Borrowings and financing

32,181

Provision for tax, labor and civil risks

266

Total noncurrent liabilities

32,447  

SHAREHOLDERS' EQUITY

21,346

GAIN ON SALE OF INVESTMENT

61,904

The gain on the sale of the investment is recognized in line item ‘Other income (expenses), net’.

42

ECORODOVIAS

5.

CASH AND CASH EQUIVALENTS Parent (BR GAAP)

Cash and banks

Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

12/31/2012

12/31/2011

77

83

33,676

33,378

336,004

78,917

418,238

374,612

Short-term investments: Exclusive fund (a) Bank Certificates of Deposit (CDBs) (b)

(a)

99,540

8,066

495,002

196,561

435,621

87,066

946,916

604,551

Fund organized as an exclusive investment fund, classified as “fixed income”, pursuant to the prevailing regulation, whose investment policy’s main risk factor is the changes in the domestic interest rate or price index, or both, and whose goal is to seek the appreciation of its units through the investment of funds in a conservative portfolio. In order to fulfill its goals, the Fund should have at least 80% of the asset portfolio directly related to its main conservative risk, basically comprised of government bonds and private companies’ securities, the balances are immediately convertible into a known cash amount, subject to an immaterial risk of change in value and can be immediately redeemed by the Company without the risk of a significant change in value. The Fund cannot carry out speculative transactions or transactions that expose the fund to liabilities higher than its equity. The Fund cannot be exposed to certain assets, such as shares, share indices and derivatives indexed by them, except for transactions that use these instruments to produce a predetermined yield. As at December 31, 2012 the fund’s portfolio of securities consists of 62.5% in CDBs, 1.6% in LFs (Brazilian T-bills), 33.0% in repurchase agreements, and 2.9% in Federal government bonds.

(b)

Unrestricted funds refer basically to short-term investments in CDBs, with yield rates ranging from 80.0% to 102.5% of the interbank deposit rate (CDI), without risk of significant changes in value. Redemption periods range from one to three months, the funds are highly liquid, and can be immediately redeemed by the Company. The Company also holds a short-term investment in Itaú Unibanco, in which the funds available at the end of the month are automatically invested and yield 20.0% of the CDI, without risk of significant changes in value. This investment is highly liquid. As at December 31, 2012, the amount invested in this type of investment is R$ 187,848 (R$ 8,062 at December 31, 2011).

financial statements 2012

43

6.

RESTRICTED SECURITIES - CONSOLIDATED (IFRS & BR GAAP) Securities are temporary short-term investments represented by highly-liquid securities.

7.

12/31/2012

12/31/2011

CDBs (a)

66,722

67,307

Savings (b)

12,434

-

79,156

67,307

Current

28,498

30,106

Noncurrent

50,658

37,201

a)

CDBs yields interest ranging from 98.0% to 106.6% of the CDI and reflect market conditions at the end of each year. Although highly liquid, they were classified as restricted securities because they are pegged to the settlement of yield of the debentures of subsidiaries Ecovias dos Imigrantes and Ecopistas as guarantee of the funds required to pay interests and principal (see note 21).

b)

Refers to the Environmental Compensation Commitment Instrument entered into by indirect subsidiary Ecopistas 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 Chamber (CCA); amount will be adjusted based on the savings rate. There is a balance in the same amount recognized in noncurrent liabilities related to this obligation.

TRADE RECEIVABLES - CONSOLIDATED (IFRS & BR GAAP) These amounts are broken down as follows:

Domestic customers (a) Foreign customers (b) Allowance for doubtful debts (c)

44

12/31/2012

12/31/2011

270,135

187,760

2,958

1,246

273,093

189,006

(19,061)

(12,501)

254,032

176,505

ECORODOVIAS

(a) Represented basically by electronic tolls receivable relating to services provided by the direct subsidiary Serviços de Tecnologia de Pagamentos S.A. - STP, “Sem Parar” system management company, and logistics receivables, lease of billboards and highway land, accesses and other services arising from use and lease of land along the highways. (b) Refer to trade receivables from the operations of the Customs Logistics Industrial and Center (CLIA) of indirect subsidiary Elog S.A. (formerly Elog Sudeste S.A.). (c) Refer to the recognition of the allowance for doubtful accounts, mainly arising from the activities of direct subsidiary Serviços e Tecnologia de Pagamentos S.A. - STP, recognized in an amount considered sufficient by Management to cover possible losses on the collection of receivables, as well as logistics companies and the ports.

The aging list of receivables is as follows: 12/31/2012

12/31/2011

240,704

170,718

Up to 30 days

6,909

2,264

31 to 90 days

2,881

1,996

Current Past due:

91 to 180 days Over 180 days

3,538

1,527

19,061

12,501

32,389

18,288

273,093

189,006

12/31/2012

12/31/2011

Opening balance

12,501

9,094

Amounts written off in the year as uncollectible

14,387

5,205

Amounts recovered in the year Closing balance

(7,827) 19,061

(1,798) 12,501

Changes in the allowance for doubtful accounts:

To determine the collectability of a receivable, the Company takes into consideration any change in the customer’s creditworthiness from the date the credit was originally granted through the end of the reporting period. The credit risk concentration is limited because the customer base is comprehensive and there is no relationship between customers.

financial statements 2012

45

8.

Recoverable taxes Parent (BR GAAP) 12/31/2012

12/31/2011

12/31/2012

12/31/2011

Withholding income tax (IRRF)

9.

Consolidated (IFRS & BR GAAP)

13,812

13,531

29,246

27,331

Rouanet Act 8313/91

-

-

34

-

Social contribution on net income (CSLL)

-

-

1,380

-

ISS

-

-

738

-

Other

-

89

550

72

13,812

13,620

31,948

27,403

9. DIVIDENDS AND INTEREST ON CAPITAL RECEIVABLE - PARENT (BR GAAP)

Rodovia das Cataratas S.A. -Ecocataratas EcoRodovias Concessões e Serviços S.A. Elog S.A. (formerly Elog Sudeste S.A.) Serviços de Tecnologia de Pagamentos S.A. - STP

12/31/2011

Proposed

Received

IRRF

12/31/2012

544

-

(544)

-

-

132,613

819,719

(954,329)

3,692

1,695

-

12,337

(2,087)

2,087

12,337

-

14,759

(14,759)

-

-

133,157

846,815

(971,719)

5,779

14,032

10. PREPAID EXPENSES - CONSOLIDATED (IFRS & BR GAAP) The balance of R$ 7,933, recorded in current assets and noncurrent assets (R$ 8,913 at December 31, 2011) refers mainly to unearned insurance premiums, rentals and municipal real estate tax (IPTU). For details on insurance contracted see Note 37.

46

ECORODOVIAS

11.

ESCROW DEPOSITS - CONSOLIDATED (IFRS & BR GAAP) Escrow deposits representing restricted Company assets refer to amounts deposited in escrow and held in courts until the related litigation is resolved. The unfavorable outcome of their lawsuits, individually or in the aggregate, will not have a material adverse effect on the financial position or business of the Company, through its subsidiaries.

Opening balance Acquisition of new company

(*)

Additions

12/31/2012

12/31/2011

25,242

14,528

51,271

-

17,756

12,350

Write-offs/reversals

(15,627)

(4,463)

Inflation adjustment

12,487

2,827

Closing balance

91,129

25,242

– (*) See note 4.c).

12. INDEMNITY ASSETS - CONSOLIDATED (IFRS & BR GAAP) As at December 31, 2012, Elog Sudeste S.A. merged Elog S.A. and assumed its assets and liabilities. The fair value of liabilities assumed specifically related to contingencies was measured at R$ 18,999, for which there is a contractual clause providing for the refund of R$ 15,367, thus, totaling a net amount of R$ 3,632 (R$ 2,870 at December 31, 2011).

financial statements 2012

47

13. 1. INVESTMENTS - PARENT (BR GAAP

Elog S.A. - see note 4.b)(v) EcoRodovias Concessões e Serviços S.A. Serviços de Tecnologia de Pagamentos S.A. - STP Ecoporto Holding S.A. - see note 4.b)(iii) EIL-01 Participações Ltda. Elog S.A. (formerly Elog Sudeste S.A.) - see note 4.b)(v) Tecondi - Terminal para Contêineres da Margem Direita S.A. Termares - Terminais Marítimos Especializados Ltda. Termlog Transporte e Logística Ltda. Rodovia das Cataratas S.A. - Ecocataratas - see note 4.b)(i) ECO101 Concessionária de Rodovias S.A. Unrealized profit - Ecopátio Logística Cubatão Ltda.

Changes in investments for the year ended December 31, 2011 are as follows:

12/31/2010

Elog S.A.

254,101

EcoRodovias Concessões e Serviços S.A.

627,750

Serviços de Tecnologia de Pagamentos S.A. - STP Ecoporto Holding S.A. EIL01 Participações Ltda. Rodovias das Cataratas S.A. - Ecocataratas Unrealized profit - Ecopátio Logística Cubatão Ltda.

12,537 (4) 1 268,777 (7,674) 1,155,488

48

ECORODOVIAS

Amounts of investees 12/31/2012 Equity

Profit/loss for the year

Direct interest percentage - % 12/31/2012

12/31/2011

Equity in subsidiaries

Investment 12/31/2012

12/31/2011

12/31/2012

12/31/2011

-

39,864

-

80

-

241,334

31,891

(12,701)

776,115

436,431

100

100

776,115

857,341

436,431

369,033

161,365

140,908

12.75

12.75

20,574

17,367

17,966

14,613

-

-

100

100

-

1

8,621

(8)

-

(1)

100

100

1

-

-

-

318,491

(6,328)

80

80

254,941

-

(3,860)

-

12,593

22,169

100

100

12,593

-

6,489

79,279

22,218

100

100

79,279

-

3,503

24,889

25,236

100

100

24,889

-

3,566

-

-

-

-

100

-

298,617

6,815

30,324

73,531

(1,469)

80

-

58,825

-

(1,175)

-

-

-

-

-

(7,021)

(7,348)

327

327

1,220,196

1,407,312

497,596

401,588

Dividends and interest on capital

Capital contribution

Equity reclassification

Stock option plan

Equity in subsidiaries

12/31/2011

-

-

(66)

-

(12,701)

241,334

(139,553)

-

-

111

369,033

857,341

(9,784)

-

-

-

14,614

17,367

-

13

-

-

(8)

1

(1)

-

-

-

-

-

(543)

-

-

59

30,324

298,617

-

-

-

-

326

(7,348)

(149,881)

13

(66)

170

401,588

1,407,312

financial statements 2012

49

Changes in investments for the year ended December 31, 2012 are as follows: Dividends and interest on capital

12/31/2011

(a) Elog S.A.

241,334

-

EcoRodovias Concessões e Serviços S.A.

857,341

(823,411)

17,367

(14,759)

1

-

Serviços de Tecnologia de Pagamentos S.A. - STP Ecoporto Holding S.A. EIL-01 Participações Ltda.

-

-

Elog S.A. (formerly Elog Sudeste S.A.)

-

(14,424)

Tecondi - Terminal para Contêineres da Margem Direita S.A.

-

-

Termares Terminais Marítimos Especializados Ltda.

-

-

Termlog Transporte e Logística Ltda.

-

-

Rodovias das Cataratas S.A. - Ecocataratas ECO101 Concessionária de Rodovias S.A. Unrealized profit - Ecopátio Logística Cubatão Ltda.

298,617

-

-

-

(7,348)

-

1,407,312

(852,594)

(a) See Note 9. (b) See note 4.b)(i). (c) See note 4.b)(v). (d)See note 4.b)(iv).

The main balances of subsidiaries (total assets, liabilities, revenues and profit for the year) are disclosed in note 42. The balances of goodwill in the Parent Company (reclassified to intangible assets and property, plant and equipment in the consolidated) are as follows: 12/31/2010 Goodwill - Ecosul Goodwill - Elog

Goodwill - Ecosul Goodwill - Elog Goodwill - ports (*)

Addition

Write-off

Amortization

12/31/2011

7,833

-

-

(513)

7,320

239,015

-

-

(295)

238,720

246,848

-

-

(808)

246,040

12/31/2010

Addition

Write-off

Amortization

12/31/2011

7,320

-

-

(511)

6,809

238,720

-

(7,394)

-

231,326

-

766,432

-

(8,415)

758,017

246,040

766,432

(7,394)

(8,926)

996,152

(*) R$ 17,000 had been amortized before the downstream merger, as referred to in note 4.c).

50

ECORODOVIAS

Capita

Merger of Cataratas

Merger of Elog S.A.

(b)

(c)

-

-

(273,225)

-

-

31,891

-

-

305,432

-

322

-

436,431

776,115

-

-

-

-

-

17,966

20,574

-

-

(725,172)

8,621

-

-

-

-

-

-

1

273,225

-

-

(3,860)

254,941

al contribution

716,550 1

-

Stock option plan

Spin-off Aba Porto

Equity in subsidiaries

31/12/2012

(d)

149,026

-

-

-

(129,944)

(6,489)

12,593

-

-

-

-

75,776

3,503

79,279

-

-

-

-

21,323

3,566

24,889

-

(305,432)

-

-

-

6,815

-

60,000

-

-

-

-

(1,175)

58,825

-

-

-

-

-

327

(7,021)

925,577

-

-

322

(758,017)

497,596

1,220,196

14. INVESTMENT PROPERTIES - CONSOLIDATED (IFRS & BR GAAP) The investment property is represented by land, buildings and construction in progress held to earn rentals and/or for capital appreciation. At cost Land and buildings Balance at December 31, 2010 Additions

43,599 9,042

Write-offs Depreciation

(65) (973)

Balance at December 31, 2011

51,603

Balance at December 31, 2011

51,603

Additions

2,066

Write-offs Depreciation Sale of stake (*)

(15) (882) (52,772)

Balance at December 31, 2012

-

(*) See note 4.d)..

As at December 31, 2012, R$ 7,273 was recognized in ‘Net revenue’ and R$ 5,633 in ‘Costs and expenses’ related to this transaction. The Company has absolute right to and ownership of its investment property until the date it is sold.

financial statements 2012

51

15. PROPERTY, PLANT AND EQUIPMENT a)

Parent (BR GAAP)

Balance at December 31, 2010 Additions Transfers Depreciation Balance at December 31, 2011 Average annual depreciation rates - %

Balance at December 31, 2011 Additions Write-offs Depreciation Balance at December 31, 2012 Average annual depreciation rates - %

b)

Consolidated - (IFRS & BR GAAP) Hardware an equipment

Machinery an equipment

Furniture an fixtures

Balance at December 31, 2010

53,673

15,623

6,318

Additions

26,923

3,734

2,048

(228)

(59)

(8)

Write-offs Transfer Depreciation Balance at December 31, 2011 Average annual depreciation rates - %

52

1,761

411

1,004

(18,659)

(2,600)

(1,062)

 

 

 

63,470

17,109

8,300

20.0

10.0

10.0

ECORODOVIAS

Hardware an equipment

Machinery an equipment

Furniture an fixtures

Buildings

Other

Total

214

100

235

1,653

455

2,657

157

34

56

-

2,476

2,723

(22)

-

-

-

22

-

(108)

(25)

(43)

(76)

(196)

(448)

 

 

 

 

 

241

109

248

1,577

2,757

4,932

20.0

10.0

10.0

3.7

10.0

Hardware an equipment

Machinery an equipment

Furniture an fixtures

Buildings

Other

Total

241

109

248

1,577

2,757

4,932

143

2

4

-

76

225

-

-

-

-

(15)

(15)

(105)

(25)

(48)

(76)

(306)

(560)

 

 

 

 

279

86

204

1,501

2,512

20.0

10.0

10.0

3.7

10.0

Land

Buildings

Constructio in progress

Improvements

Other

Total

12,461

92,663

5,670

3,184

29,102

218,694

1,405

6,674

27,370

5,451

23,404

97,009

-

-

-

-

(2,479)

(2,774)

-

17,064

(15,499)

2,366

2,424

9,531

-

(4,821)

-

(1,699)

(5,686)

(34,527)

4,582

 

 

 

 

 

 

13,866

111,580

17,541

9,302

46,765

287,933

-

5.0

-

3.7

10.0

financial statements 2012

53

Balance at December 31, 2011 Additions through acquisition of new companies (*) Additions Write-offs Transfers Depreciation Balance at December 31, 2012 Average annual depreciation rates - %

Hardware an equipment

Machinery an equipment

Furniture an fixtures

63,470

17,109

8,300

2,187

93,148

2,940

26,592

11,576

2,892

(262)

825

(27)

1,938

11,497

(955)

(25,721)

(12,219)

(1,503)

 

 

 

68,204

121,936

11,647

20.0

10.0

10.0

(*) See note 4.c).

As at December 31, 2012 there were no property, plant and equipment items pledged as collateral of borrowings and financing, debentures, and finance leases (see note 19, 20, and 21) or proceedings of any nature. The Company capitalized financial charges totaling R$ 1,944 for the year ended December 31, 2012 (R$ 2,138 for the year ended December 31, 2011). The Company’s management periodically analyzes the remaining economic useful lives of property, plant and equipment items and did not identify significant differences in the useful lives of the assets comprising the Company’s and its subsidiaries’ property, plant and equipment.

54

ECORODOVIAS

Land

Buildings

Constructio in progress

Improvements

Other

Total

13,866

111,580

17,541

9,302

46,765

287,933

-

-

5,489

148,432

5,922

258,118

609

300

21,838

4,104

51,940

119,851

(420)

-

(3,272)

(64)

(8,919)

(12,139)

-

152

(1,706)

2,520

(16,531)

(3,085)

-

(5,605)

-

(10,060)

(4,851)

(59,959)

 

 

 

 

 

 

14,055

106,427

39,890

154,234

74,326

590,719

-

5.0

-

3.7

10.0

Softwar licenses

Other

Total

86

2

88

16. INTANGIBLE ASSETS a)

Parent (BR GAAP)

Balance at December 31, 2010 Additions Amortization Balance at December 31, 2011 Average annual amortization rate - %

42

-

42

(36)

(2)

(38)

 

 

 

92

-

92

20.0

20.0

Software licenses Balance at December 31, 2011

92

Additions

20

Amortization

(39)  

Balance at December 31, 2012 Average annual amortization rate - %

financial statements 2012

73 20.0

55

b)

Consolidated (IFRS & BR GAAP)

Balance at December 31, 2010 Additions (ii) Write-offs

Concession arrangements

Goodwill Ecosul

2,398,191

7,833

164,351

-

(855)

-

20,097

-

(122,214)

(513)

 

 

2,459,570

7,320

(iii)

-

Concession arrangements

Goodwill Ecosul

Balance at December 31, 2010

2,459,570

7,320

Additions through acquisition of new companies (i)

1,136,117

-

Transfers Amortization Balance at December 31, 2011 Average annual amortization rates - %

Additions (ii)

269,620

-

Write-offs

(820)

-

Transfers

(5,192)

-

(156,088)

(512)

3,703,207

6,808

(iii)

-

Amortization Balance at December 31, 2012 Average annual amortization rates - %

(i) See note 4.c). (ii) The main acquisition amounts addressed in this line refer to highway renovations and improvements in the highway system in general, such as in accesses and safety devices, cloverleaf interchanges, bridge widening and reinforcement, building additional lanes, building lateral lanes, and widening highways. (iii) The amortization of intangible assets arising from the concession rights is recognized in profit or loss through the projected traffic curve for the concession period as from the date in which they are available for use, since this method reflects the future economic benefit consumption pattern incorporated to the asset. The amortization rate as at December 31, 2012 was on average 5.17% (4.87% at December 31, 2011).

56

ECORODOVIAS

Software

In progress

Goodwil Elog S.A.

Goodwil Ecopátio Cubatão

Goodwill Elog

Other

Total

22,209

6,348

61,634

3,769

239,015

147

2,739,146

10,617

29,114

-

-

-

-

204,082

-

(1,403)

-

-

-

-

(2,258)

-

(25,418)

(4,210)

-

-

-

(9,531)

(7,640)

-

(1,947)

-

(296)

(120)

(132,730)

 

 

 

 

 

 

 

25,186

8,641

55,477

3,769

238,719

27

2,798,709

20.0

-

8.3

-

5.5

20.0

Software

In progress

Goodwil Elog S.A.

Goodwil Ecopátio Cubatão

Goodwill Elog

Other

Total

25,186

8,641

55,477

3,769

238,719

27

2,798,709

1,401

-

-

-

-

5

1,137,523

11,743

22,042

-

-

-

-

303,405

(2)

(398)

-

-

(7,158)

-

(8,378)

(3)

7,694

-

-

-

586

3,085

(9,003)

-

(10,732)

-

(237)

(13)

(176,585)

29,322

37,979

44,745

3,769

231,324

605

4,057,759

20.0

-

8.3

-

5.5

20.0

financial statements 2012

57

17. INCOME TAX AND SOCIAL CONTRIBUTION a) Deferred taxes Deferred income tax and social contribution are recorded in order to reflect the future tax effects attributed to temporary differences between the tax basis of assets and liabilities and their carrying amounts. Deferred income tax and social contribution have been recognized using the effective aggregate tax rate of 34%, broken down as follows: Consolidated (IFRS & BR GAAP) Provision for tax, labor and civil risks

12/31/2012

12/31/2011

127,004

52,634

Capitalized interest

(7,356)

(4,779)

Effects of ICPC 01 - Concession Arrangements

30,556

69,196

Goodwill on investments amortization - Ecosul

13,772

12,323

(479)

(7,783)

Appreciation - Elog S.A. Concession fee payable Other

6,366

4,359

(3,715)

3,503

166,148

129,453

34%

34%

56,491

44,014

Classified as: Noncurrent assets

59,371

68,444

Noncurrent liabilities

(2,880)

(24,430)

Deferred income tax and social contribution liabilities arise from goodwill, which is an intangible asset with finite useful life, recognized by subsidiary Elog S.A., arising on the acquisition of Elog Sudeste S.A., subsequently merged, rendering goodwill deductible for income tax and social contribution purposes. Intangible assets with indefinite useful lives are not amortized; however, this goodwill is being amortized for tax purposes, writing down the related tax base. Management prepared a technical study on the viability of the future realization of deferred tax assets, considering the probable ability of the Company to generate future taxable income, using the main variables applicable to their businesses, which are, therefore, subject to changes.

58

ECORODOVIAS

According to the projections prepared by the Company’s management, noncurrent deferred income tax and social contribution will be realized in the following years: Consolidated (IFRS & BR GAAP) 12/31/2012

12/31/2011

2012

-

12,355

2013

5,492

12,293

2014

4,825

12,294

2015

4,159

12,293

2016 After 2016

4,159

12,295

40,736

6,914

59,371

68,444

 

b) Reconciliation of income tax and social contribution (expenses) income The following current and deferred income tax and social contribution amounts were recognized in income for the year: Parent (BR GAAP)

Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

12/31/2012

12/31/2011

419,534

387,468

688,101

605,188

34%

34%

34%

34%

(142,642)

(131,739)

(233,954)

(205,764)

169,183

136,540

-

-

(131)

-

-

-

Amortization of goodwill on investments in Ecovias

-

-

(1,488)

(100)

Amortization of goodwill on investments in Cataratas

-

-

1,119

-

(24,003)

(9,252)

(26,733)

(11,758)

2,538

(4,451)

(261,056)

(217,622)

23

(4,551)

(253,880)

(207,794)

2,515

100

(7,176)

(9,828)

Income before income tax and social contribution Tax rate Income tax and social contribution expense at statutory tax rate Adjustments to effective tax rate: Equity in associates and subsidiaries Amortization of goodwill on investments

Unrecognized tax credits Income tax and social contribution expenses Current income tax and social contribution expenses Deferred income tax and social contribution expenses

financial statements 2012

59

18. TAXES, FEES AND CONTRIBUTIONS PAYABLE

Parent (BR GAAP) 12/31/2012

12/31/2011

240 52 2 74 368

161 35 4 116 316

Taxes on revenue: Service tax (ISS) Tax on revenue (COFINS) Tax on revenue (PIS) Withholding ISS Other taxes

Consolidated (IFRS & BR GAAP) 12/31/2011 12/31/2012 10,523 8,852 1,936 1,444 8,040 30,795

7,744 5,698 1,235 1,167 5,722 21,566

19. BORROWINGS, FINANCING, AND PROMISSORY NOTES - PARENT AND consolidated (IFRS & BR GAAP)

Lender In local currency: Working capital (b) Working capital Working capital (d) Working capital Working capital (k) Working capital (c) Working capital (l) Working capital (g) Working capital (d) Credit facility (e) Real estate credit note (i) Equipment (m) CDC (n) Promissory notes (a) Bank credit note (f) Working capital (h)  

Final maturity

Average interest rate

6/15/2023 6/15/2021 11/19/2013 11/23/2012 10/28/2014 10/25/2013 12/16/2013 6/5/2015 12/6/2013 5/15/2017 2/8/2020 6/15/2016 11/28/2014 5/23/2013 5/18/2013 7/21/2014

  TJLP + 2.40% p.a. 12.40% p.a. 107.70% of CDI 110.20% of CDI CDI + 2.03% p.a. 109.00% of CDI TJLP + 3.90% p.a. CDI + 3% p.a. 112.50% of CDI TJLP + 2.83% IPCA + 7.20% p.a. 14.53% p.a. 14.51% p.a. 108% of CDI 14.84% p.a. CDI + 0.15% p.a.

1/20/2014 9/25/2013 10/15/2013 12/4/2015 3/15/2014 10/9/2015 4/10/2015 11/30/2015

9.00% p.a. + forex 9.00% p.a. + forex 8.60% p.a. + forex Libor + 4.20% p.a. Forex + 9.25% p.a. Forex + 5.82% p.a. Forex + 7.25% p.a. Forex + 8.60% p.a.

 

 

 

 

574,108 -

 

Current Noncurrent

60

Consolidated

12/31/2012

12/31/2012

12/31/2011

574,108 574,108

114,601 35,312 26,544 80,567 58 31,866 48,215 987 26,404 145 574,108 504 25,238 964,549

131,871 343 6,213 35,461 39,567 80,883 116 34,203 3,410 353 332,420

-

377 312 323 1,583 364 776 784

576 564 389 13,421 756 411 1,067 703

-

4,519

574,108

969,068

17,887 350,307

804,722 164,346

161,120 189,187

 

In foreign currency: Equipment - US$ (l) Equipment - EUR (l) Equipment - EUR (l) Working capital - US$ (j) Equipment - US$ (l) Equipment - EUR (l) Equipment - EUR (l) Equipment - EUR (l)

Parent

ECORODOVIAS

The maturities of the noncurrent portions are as follows, by year: 12/31/2012

12/31/2011

2013

-

38,826

2014

58,876

37,545

2015

23,613

23,885

2016

16,173

20,051

After 2016

65,684

68,880

164,346

189,187

12/31/2012

12/31/2011

350,307

573,746

Additions

623,164

185,728

Additions - see note 4.c)

634,927

-

Changes in borrowings and financing and promissory notes are as follows: Opening balance

Financial charges

75,542

32,844

(632,028)

(413,266)

Interest payment

(50,239)

(28,745)

Write-off - see note 4.d)

(32,605)

-

Closing balance

969,068

350,307

Principal repayment

Description of the main current bank loan and financing agreements: a) On May 18, 2012, the Company undertook its third issue of promissory notes, pursuant to CVM Instruction 476, of January 16, 2009. This issue consisted of 220 promissory notes, with the unit face value of R$ 2,500,000.00, in a single series, totaling R$ 550,000,000.00, and maturity within 360 days from the issue date. Interest is payable on the promissory notes’ maturity date. The proceeds obtained with this issue will be used in investments in and acquisitions of infrastructure and logistics companies. The banks involved in this transaction are BTG Pactual and Banco Itaú BBA. The underlying agreements do not require compliance with financial ratios or guarantees. b) In February 2011, the indirect subsidiary Ecopistas entered into an agreement with the National Bank for Economic and Social Development (BNDES) in the amount of R$ 355,396, divided in 12 subtranches, for investments in the recovery, special upkeep, improvement and expansion of capacity, in the corridor comprising Ayrton Senna and Carvalho Pinto highways. The first subtranche in the amount of R$ 99,200 was released, and repayment will be made on a monthly basis from January 2012 to September 2021, in 114 installments. As a collateral for the loan, the indirect subsidiary Ecopistas assigned all receivables, either present and future, arising from the operation, upkeep and construction of the toll plazas in the highway system and all accessory revenues associated with or arising from the Ayrton Senna and Carvalho Pinto concession, including, without limitation, the toll revenues and any and all indemnities to be received under the collaterals and insurance policies for loss of profits contracted under the concession agreement. Financial ratios required are: (i) equity-to-total liabilities ratio higher than 20%, (ii) debt service coverage ratio 1.20 or higher, and (iii) net debt-to-adjusted EBITDA ratio lower than 4.00. The financial ratios required as at December 31, 2012 have been met. The first subtranche in the amount of R$ 27,999 was disbursed in November 2012, and repayment will be made on a monthly basis, beginning January 2014 to June 2023, in 114 installments.

financial statements 2012

61

The borrowing refers to the raising of funds for working capital by subsidiaries Ecocataratas, Concessionária Ecovia Caminho do Mar S.A. Ecosul and Ecopátio Logística Cubatão Ltda., which does not require the compliance with financial ratios (covenants). EcoRodovias Concessões provided settlement sureties to the concessionaires and EcoRodovias Infraestrutura e Logística S.A. and Ecopátio. In March 2007, indirect subsidiary Ecopátio Logística Cubatão Ltda. entered into an agreement in the amount of R$ 73,308 with the Banco Nacional de Desenvolvimento Econômico e Social - BNDES (Brazilian Development Bank) to finance the improvement and widening of support facilities. Three installments totaling R$ 63,507 have been disbursed and amortization in 96 installments started in May 2009. This borrowing has a letter of guarantee issued by the Company. On August 31, 2012, indirect subsidiary Ecopátio prepaid the contractual debt balance. Borrowings are guaranteed by sureties provided by direct subsidiary EcoRodovias Concessões e Serviços S.A. and the assignment of receivables from tolls, in case of default in repayment of promissory notes. c) On November 11, 2011, indirect subsidiary Ecovia entered into a Bank Credit Note agreement with Banco do Brasil amounting to R$ 44,000, for working capital purposes. Ecovia, under a contractual amendment, had the maturity of the borrowing in the amount of R$ 35,000 extended to October 2013. The agreement does not require compliance with any financial ratios (covenants). d) On December 5, 2012, indirect subsidiaries Ecovia and Ecosul entered into Bank Credit Note agreements with Banco Itaú, amounting to R$ 26,000 and R$ 22,000, respectively, maturing in December 2013, for working capital purposes. The agreements do not require compliance with any financial ratios (covenants). The loan transaction is not collateralized. e) On November 30, 2012, indirect subsidiary Ecocataratas entered into to Fixed Rated Bank Credit Note agreements amounting to R$ 648, repayable in 36 installments and maturing in May 2017, used to purchase two trucks, and R$ 553, repayable in 36 installments and maturing in April 2017, used to purchase two tow trucks. These agreements do not require compliance with any financial ratios (covenants) and are collateralized by the collateral transfer of the financed assets. f)

On November 30, 2009, direct subsidiary Termares entered into to a R$ 942 agreement with Banco de Lage Landen Brasil S.A. to acquire equipment for the operation, repayable in 36 installments and bearing interest of 14.84%, with first payment in March 2010. This agreement does not require compliance with any financial ratios (covenants). The agreement is collateralized by the collateral transfer of the financed asset.

g) Direct subsidiary Tecondi raised R$ 40,000 with Banco ABN AMRO/Santander for working capital purposes. Principal will be repaid in four year, after a one-year grace period, with first payment on July 25, 2011 and last payment on June 5, 2015. On December 31, 2012, this agreement ceased to require compliance with any financial ratios (covenants). h) As part of its operation expansion plan, direct subsidiary Tecondi initiated the construction of a new berth to double ship-berthing capacity and increase the Company’s container storage area. The Company entered into a R$ 60,000 agreement with Unibanco (currently ItaúUnibanco) to finance these works, disbursed in July 2008, repayable in 17 installments, from July 2010 to July 2014. The Company provided a bank guarantee letter for this loan. This agreement does not require compliance with any financial ratios (covenants).

62

i)

On March 8, 2010, Ecopátio CLB Imigrantes issued 90 Certificates of Real Estate Receivables (CRIs), with face value of R$ 1,000, totaling R$ 90,000 on issuance date (R$ 89,210, less issuance costs), and maturing within 119 months. Ecopátio CLB Imigrantes issued two (2) split mortgage loan notes, designated as Mortgage Loan Notes (CCI), representing all receivables. The agreement does not require compliance with any financial ratios (covenants).

j)

Indirect subsidiary Ecopátio Cubatão Ltda. has a foreign currency denominated financing to acquire equipment to be used in its operations, representing notional amounts of US$8,939,000. These agreements mature in December 2015 and the counterparty is Citibank N.A. The swap transaction as at December 31, 2012

ECORODOVIAS

consists of the swap of Libor fluctuation plus 4.20% per year for a fixed rates of 6.00% per year, recorded in line item ‘Finance costs’, of R$ 484 on September 28, 2012 (R$ 17 at December 31, 2011); the indirect subsidiary settled said agreement on this date. The loan was raised on December 30, 2010 and is repayable in eight installments, beginning June 22, 2012 and ending December 4, 2015; however, all installments have already been paid. k) In November 2011, indirect subsidiary Ecosul entered into an agreement for working capital purposes in the amount of R$ 36,000, maturing in October 2012, with EcoRodovias Concessões e Serviços as the guarantor. The maintenance of financial ratios (covenants) is required for Ecosul’s borrowing. The net debt-to-EBITDA ratio must be 1.5 or lower, and the EBTIDA-to-net debt service ratio must be 1.5 or higher. The financial ratios required were met as at December 31, 2012. l)

The companies Elog S.A. (formerly Elog Sudeste S.A.), Elog Sul, and Ecopátio Cubatão entered into agreements with Cargotec Sweden AB and Nordea Bank Finland PLC between March 2009 and June 2012, in eight semiannual installments each, with first maturity in September 2009 and last in November 2015, for the purpose of acquiring forklifts for the units’ operations. This agreement does not require compliance with any financial ratios (covenants).

m) The companies Tecondi and Termlog entered into financing agreements with Santander in September 2011 for the purpose of acquiring operation equipment, repayable in 48 installments, with first maturity in September 2012 and last in June 2016. These agreements do not require compliance with any financial ratios (covenants). n) Elog S.A. (formerly Elog Sudeste S.A.) entered into a R$ 247 agreement with Bradesco to acquire IT equipment, repayable in 36 installments, maturing in November 2014. This agreement does not require compliance with any financial ratios (covenants). The table below shows the Internal Return Rate (IRR) of the promissory notes:

Issuer EcoRodovias Infraestrutura

financial statements 2012

Date

Nominal amount

Debt issue cost

Net

Interest rate

IRR

5/28/2012

550,000

(5,433)

544,567

108.00% of CDI

9.94%

63

20. FINANCE LEASE - CONSOLIDATED (IFRS & BR GAAP) Finance lease obligations are effectively guaranteed since the leased asset is handed over to the lessor in case of default. Financial obligations are broken down as follows: 12/31/2012

12/31/2011

583

1.958

64

641

647

2.599

Gross finance lease obligations - minimum lease payments: Less than a year More than a year and less than five years

16

58

Financial lease obligations - accounting balance

Future financing charges on finance leases

663

2.657

Current

599

2.016

64

641

12/31/2012

12/31/2011

Noncurrent

Changes in finance leases were as follows: Opening balance Addition

2,657

2,893

-

1,712

Financial charges

265

555

Principal payment

(2,026)

(1,880)

(233)

(623)

663

2,657

Interest payment Closing balance

The contra entry to the balance of finance leases is recorded in line item ‘Property, plant and equipment’, refers to trucks, and has the residual amount of R$ 4,775 at December 31, 2012 (R$ 6,352 at December 31, 2011). Certain equipment was leased under irrevocable agreements subject to charges of 17.36% p.a. and interest rate between 2.3% and 18.44%, containing a purchase option, which are effective for 36 months. The last installment will be settled in August 2014. The agreements do not require the maintenance of financial ratios (covenants).

64

ECORODOVIAS

21. DEBENTURES - CONSOLIDATED (IFRS & BR GAAP) Debentures are summarized as follows: Adjusted principal Yield (interest) Debentures issuance costs

12/31/2012

12/31/2011

2,280,105

1,291,215

74,300

52,058

(39,624)

(20,074)

2,314,781

1,323,199

207,144

378,634

2,107,637

944,565

12/31/2012

12/31/2011

Opening balance

1,323,199

1,194,681

Additions

1,611,666

357,025

223,712

208,389

Principal repayment

(652,134)

(275,895)

Interest payment

(191,662)

(161,001)

2,314,781

1,323,199

Current Noncurrent

Changes in debentures were as follows:

Financial charges

Closing balance

•

The direct subsidiary Elog S.A. completed, on December 20, 2010, the issuance in the amount of R$ 170,000 (R$ 136,000 concerning the 80% interest of Elog S.A.) of 170 single series debentures, with maturity in 11 semi-annual installments; the first installment will fall due on December 20, 2012 and the last on December 20, 2017. Series one, offered to the local market, bears interest corresponding to 100% of CDI, plus 2.20% per year, paid semiannually, and was priced using concepts set out in CVM Instruction 404/04. On August 31, 2012, direct subsidiary Elog settled the first issue of debentures, and paid the amount of R$ 3,556 as interest and R$ 170,000 as single-series principal repayment. Direct subsidiary Elog S.A. completed, on August 31, 2012, the second issuance in the amount of R$ 300,000 (R$ 240,000 concerning the 80% interest of Elog S.A.) of 300 single series debentures, with maturity in 12 semiannual installments; the first installment will fall due on August 20, 2014 and the last on February 20, 2020. Series one, offered to the local market, bears interest corresponding to 100% of CDI, plus 1.60% per year, paid semiannually, and was priced using concepts set out in CVM Instruction 404/04. The surety provided by the Company will be automatically cancelled with compliance of the following ratios in two consecutive six-month periods: (i)  net debt-to-EBITDA ratio lower than 3.0; (ii)  EBITDA higher than R$ 105,000 million; and (iii) debt service coverage ratio higher than 1.2; calculation on a 12-month basis. These ratios were met on December 31, 2012. The surety provided by the Company will be automatically cancelled upon cumulative compliance, by Elog S.A., of the following financial ratios to be determined on a semiannual basis, based on the consolidated ratios dis-

financial statements 2012

65

regarding the effect of companies comprising the Tecondi Group (i.e., Tecondi - Terminal para Contêineres da Margem Direita S.A., Termares Terminais Marítimos Especializados Ltda., and Termlog Transporte e Logística Ltda.). The ratios will be calculated based on the last 12-month period and are as follows:

•

(a)

Net debt-to-EBITDA below 3.0.

(b)

EBITDA higher than R$ 105,000,000.00.

(c)

Debt service coverage ratio above 1.2.

On December 23, 2009, direct subsidiary EcoRodovias Concessões e Serviços completed the issuance of R$ 600,000 in debentures in three series, series one amounting to R$ 460,750, amortizable in 42 months and maturity on May 15, 2013, and series two and three amounting to R$ 69,625 each, amortizable in 66 and 72 months, and with maturities on May 15 and November 15, 2015, respectively. First series, offered to the local market, bears interest corresponding to 100% of the CDI, plus 1.5% per year, paid semiannually, and was priced using concepts set out in CVM Instruction 404/04. The second and third series, also offered to the local market, bear interest pegged to the IPCA variance and interest rate of 8.75% per year, paid annually with a six-month interval between the two series. In the year ended December 31, 2012, direct subsidiary EcoRodovias Concessões e Serviços paid the principal amortization of the first, second and third series, the interest of the first, second and third series, and the inflation adjustment of the first, second and third series. The risk rating awarded by Standard & Poor’s to this transaction is “brAAA”. Direct subsidiary EcoRodovias Concessões e Serviços completed on October 23, 2012, the second issue of R$ 800,000 in debentures, of which R$ 240,000 refers to the first series repayable in three annual installments, beginning October 15, 2016 and final maturity on October 15, 2018; R$ 160,000 refers to the second series repayable in two annual installments, beginning on October 15, 2018 and final maturity on October 15, 2019; and R$ 400,000 refers to the third series repayable in three annual installments, beginning October 15, 2020 and final maturity on October 15, 2022. The first series offered to the local market bears interest equivalent to 100% of the CDI plus 0.79% per year, the second series bears interest pegged to the IPCA plus 5% per year, and the third series bears interest pegged to the IPCA plus 5.35% per year; these series were priced using concepts set out in CVM Instruction 404/04. The second issue agreement requires the compliance with a consolidated net debt-to-EBITDA ratio of 3.5 points or lower and an EBITDA financial ratio of 2.0 or higher. Compliance with such ratios is checked quarterly based on the past 12 months. These ratios were met on December 31, 2012.

66

•

On December 21, 2006, indirect subsidiary Ecovias dos Imigrantes completed the issuance of R$ 450,000 in debentures in three series, series one amounting to R$ 135,000, amortizable in 84 months and with maturity on November 1, 2013, and series two and three amounting to R$ 157,500 each, amortizable in 90 and 96 months, and with maturity on May 1 and November 1, 2014, respectively.

•

The first series, offered to the local market, bears interest corresponding to 104% of the CDI, paid semiannually, and was priced using concepts set out in CVM Instruction 404/04.

ECORODOVIAS

The second and third series, also offered to the local market, bear interest pegged to IGP-M fluctuation and interest of 9.5% per year, paid annually with a six-month interval between the two series. The risk rating awarded by Standard & Poor’s to this transaction is “brAAA”. The contract of indirect subsidiary Ecovias requires compliance with a net debt-to-EBITDA ratio of 2.2 points or lower and an EBITDA-to-debt service ratio (payment of interest and repayment of principal for the year) ratio of 1.3 points or higher, based on the financial statements. Compliance with such ratios is checked quarterly based on the past 12 months. As at December 31, 2012 the required financial ratios have been met. •

On January 15, 2011, indirect subsidiary Ecopistas completed the issuance of R$ 370,000 in debentures in four series, the first series with the face value of R$ 92,500, amortizable in 145 months and final maturity on January 15, 2023, the second series two with unit face value of R$ 92,500, amortizable in 136 months and final maturity on April 15, 2022, third series with unit face value of R$ 92,500, amortizable in 139 months and final maturity on July 15, 2022, and the fourth series with unit face value of R$ 92,500, amortizable in 142 months and final maturity on October 15, 2022. The four series offered to the local market bear interest pegged to IPCA plus 8.25%, paid semiannually, and were priced using concepts set out in CVM Instruction 404/04. The risk rating awarded by Standard & Poor’s to this transaction is “brAA+”. In the year ended December 31, 2012, indirect subsidiary Ecopistas repaid the principal of the second, third, and fourth series, the interest of the first, second, third, and fourth series, and the inflation adjustment of the second, third, and fourth series. The contract of indirect subsidiary Ecopistas requires compliance with the following financial ratios: (i) equity-to-total liabilities ratio higher than 20%, (ii) debt service coverage ratio of 1.20 or higher, and (iii) net debt-to-adjusted EBITDA ratio lower than 4.00. The financial ratios required were met as at December 31, 2012.

•

On June 19, 2012, the then direct subsidiary Ecoporto Holding S.A., succeeded by Tecondi, completed the issue of R$ 600,000,000 in debentures in a single series of 600 debentures repayable in annual installments, commencing on June 15, 2013 and final maturity on June 16, 2019. On November 27, 2012, with the corporate restructuring, this debt was absorbed by direct subsidiary Tecondi. The contract requires the compliance of past twelve months’ net debt-to-EBITDA ratio lower than 4.5 points up to 2015, 4.0 points in 2016, 3.5 points in 2017, and 3.0 points in 2018. And the past twelve months’ EBITDA-to-net finance costs ratio must be higher than 2.0 points up to 2015, 2.25 points in 2016, 2.5 points in 2017, and 3.0 points in 2018. These ratios will be calculated on a quarterly basis, based on the issuer’s consolidated balance sheet, starting September 30, 2012. The parent EcoRodovias Infraestrutura e Logística S.A. issued a Guarantee Letter for this loan. This guarantee will remain in effect until the issuer maintains, on a consolidated basis, a leverage ratio of 2.5x (two and a half times) or during two consecutive six-month periods. The contract requires that capital to R$ 39,000 or higher. As at December 31, 2012, this balance was met. The single series, offered to the local market, bears interest corresponding to 100% of the CDI, plus 1.85% per year, paid annually, and was priced using concepts set out in CVM Instruction 404/04.

financial statements 2012

67

The main features of the debentures issued are as follows: Description Method and convertibility

EcoRodovias Concessões e Serviços Registered, book-entry, simple, nonconvertible

Registered, book-

Number issued

800,000 (in three series)

45,000 (in three series)

Unit face value on the issuance date

R$ 10

R$ 10

Unit face value adjusted on December 31, 2012

1st series - not adjustable

1st series - not adjustable

2 series - R$ 10.25

2nd series - R$ 6.30

3rd series - R$ 10.26

3rd series - R$ 6.01

1st series - not adjustable

1st series - not adjustable

2nd and 3rd series - IPCA

2nd and 3rd series - IGP-M

1st series - 100% of CDI + 0.79% per year

1st series - 104%

Unit value adjustment factor

Yield (interest and inflation adjustment)

nd

2nd series - 5.00% p.a.

Yield maturity (interest and inflation adjustment)

Repayment maturity

68

Ecovias

-entry, simple, nonconvertible

of CDI

3rd series - 5.35% p.a.

2nd and 3rd series - 9.5% per year (252 days) on the adjusted unit face value

1st series: semiannual installments (Apr 15, 2013 to Oct 15, 2018)

1st series: semiannual installments (May 5, 2007 to May 1, 2013)

2nd series: annual installments (Oct 15, 2013 to Oct 15, 2019)

2nd series: annual installments (May 1, 2008 to May 1, 2014)

3rd series: annual installments (Oct 15, 2013 to Oct 15, 2022)

3rd series: annual installments (Nov 1, 2007 to Nov 1, 2014)

1st series: semiannual installments (Oct 15, 2016 to Oct 15, 2018)

1st series: semiannual installments (May 1, 2010 to May 1, 2013)

2nd series: annual installments (Oct 15, 2018 to Oct 15, 2019)

2nd series: annual installments (May 1, 2010 to May 1, 2014)

3rd series: annual installments (Oct 15, 20120 to Oct 15, 2022)

3rd series: annual installments (Nov 1, 2010 to Nov 1, 2014)

Repayment and yield (interest and Not applicable inflation adjustment) amortization reserve

Retention in a restricted deposit account (investment) of 50% of amounts credited to bank account from the 6th day of each month until reaching amount equivalent to installment of estimated amount due in applicable month

Debenture depositary

Banco Bradesco S.A.

Banco Bradesco S.A.

ECORODOVIAS

Elog S.A.

TECONDI

Ecopistas

Registered, book-

Registered, book-

Registered, book-entry, nonconvertible

-entry, simple, nonconvertible into shares, without issue of certificates

-entry, unwarranted, nonconvertible

300 (single series)

600 (single series)

370 (in four series)

R$ 1,031

R$ 1,050

R$ 1,000

Not adjustable

Not adjustable

1st series - R$ 1,209.51 2nd series - R$ 1,170.40 3rd series - R$ 1,147.43 4th series- R$ 1,124.92

Not adjustable

Not adjustable

1st, 2nd, 3rd, and 4th series - IPCA + 8.25% p.a.

CDI + 1.60% per year (252 days) on the adjusted unit face value

CDI + 1.85% per year (252 days) on the unit face value

1st, 2nd, 3rd, and 4th series - IPCA + 8.25% p.a.

Semiannual installments (Feb 20, 2013 to Feb 20, 2020)

Annual installments (Jun 15, 2013 to Jun 15, 2017)

1st series: 11 annual installments (Jan 1, 2013 to Jan 1, 2023) 2nd series: 11 annual installments (Apr 15, 2012 to Apr 15, 2022) 3rd series: 11 annual installments (Jul 15, 2012 to Jul 15, 2022) 4th series: 11 annual installments (Oct 15, 2012 to Oct 15, 2022)

Semiannual installments (Aug 20, 2014 to Feb 20, 2020)

Annual installments (Jun 15, 2014 to Jun 16, 2019)

1st series: 11 annual installments (Jan 15, 2013 to Jan 15, 2023) 2nd series: 11 annual installments (Apr 15, 2012 to Apr 15, 2022) 2nd series: 11 annual installments (Apr 15, 2012 to Jan 15, 2022) 4th series: 11 annual installments (Oct 15, 2012 to Oct 15, 2022)

Not applicable

Not applicable

) For each TJLP-pegged subtranche 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 falling due installment of the debt amortization and charges; and after the payment of the first installment, the amount corresponding to three times the amount of the sum of the last past-due installment of the debt amortization and charges (up to 15 days from the date of the last past-due installment); b) For each IPCA-pegged subtranche granted by BNDES through the BNDES Agreement until maturity of the first amortization installment, the amount corresponding to 1/3 of the disbursement made, divided by the total number of the subloan installments; and after payment of the first installment of the debt amortization and charges , the amount corresponding to 1/4 of the amount of the last past-due installment of the principal amortization and subloan charges (up to three months prior to the maturity of each installment).

Itaú Corretora de Valores S.A.

financial statements 2012

Banco Bradesco BBI S.A.

Itaú Unibanco S.A.

69

Description

EcoRodovias Concessões e Serviços

Ecovias

Place of payment

CETIP

CETIP and CBLC

Reserve account bank

Not applicable

Itaú Unibanco S.A.

Trustee

Oliveira Trust DTVM S.A.

Oliveira Trust DTVM S.A.

Risk rating

brAAA

brAAA

Guarantees

Not applicable

Pledge of 99.99% of shares and collateral assignment of toll receivables

Restructuring clauses

No restructuring clauses

No restructuring clauses

The maturities of the noncurrent portions are as follows, by year: 12/31/2012 Portion

Cost

12/31/2011

Total

Installment

Cost

Total

2013

-

-

-

332,042

(3,566)

328,476

2014

187,075

(5,313)

181,762

206,143

(2,246)

203,897

2015

147,929

(4,788)

143,141

113,139

(1,596)

111,543

2016

231,493

(4,788)

226,705

60,474

(1,387)

59,087

2017

1,574,831

(18,802)

1,556,029

248,144

(6,582)

241,562

2,141,328

(33,691)

2,107,637

959,942

(15,377)

944,565

The table below shows the Internal Return Rate (IRR) of these transactions: Issuer

Series

Elog S.A. (*)

Single series

8/20/12

Debentures - 1st series

12/21/09

Debentures - 2nd series

12/21/09

Debentures - 3rd series

12/21/09

EcoRodovias Concessões e Serviços

Date

Debentures - 1 series

1/11/06

Debentures - 2nd series

1/11/06

Debentures - 3rd series

1/11/06

st

Ecovias

Debentures - 1 series

1/15/12

Debentures - 2nd series

1/15/12

Debentures - 3rd series

1/15/12

Debentures - 4th series

1/15/12

Single series

6/15/12

st

Ecopistas

Tecondi

(*) T  he total amount raised from debentures issued by direct subsidiary Elog S.A. was R$ 300,000 (R$ 240,000 referring to the 80% interest of EcoR

70

ECORODOVIAS

Elog S.A.

TECONDI

Ecopistas

CETIP

CETIP

CETIP and/or BOVESPAFIX

Not applicable

Not applicable

Itaú Unibanco S.A.

Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários

Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários

Planner Trustee DTVM Ltda.

Not applicable

Not applicable

brAA+

Pledge of 51% of ELOG shares and collateral assignment of 51% Columbia and EADI SUL shares

Collateral assignment of 100% Pledge of 100% of Ecopistas shares and collateral assignment of Tecondi / Termares/ Termlog shares 100% of toll receivables - temporary surety of Ecorodovias Infraestrutura

No restructuring clauses

No restructuring clauses

No restructuring clauses

Nominal amount

Debt issue costs

Net

Interest rate

240,000

(5,690)

234,310

CDI + 1.60%

11.56%

240,000

(6,196)

233,804

CDI + 1.50%

CDI + 1.09%

160,000

(4,156)

155,844

8.75% + IPCA

5.20% + IPCA

400,000

(10,502)

389,498

8.75% + IPCA

5.63% + IPCA

135,000

(2,677)

132,323

104.00% do CDI

107.00% do CDI

157,500

(3,124)

154,376

9.50% + IGP-M

10.32% + IGP-M

157,500

(3,124)

154,376

9.50% + IGP-M

10.35% + IGP-M

92,500

(3,167)

89,333

8.25% + IPCA

8.84% + IPCA

92,500

(3,167)

89,333

8.25% + IPCA

8.97% + IPCA

92,500

(3,167)

89,333

8.25% + IPCA

8.91% + IPCA

92,500

(3,167)

89,333

8.25% + IPCA

8.87% + IPCA

CDI + 1.85%

11.89%

600,000

(4,267)

595,733

2,460,000

(52,404)

2,407,596

IRR

Rodovias).

financial statements 2012

71

22. RELATED PARTIES The Company and its subsidiaries engage services from their shareholders or from companies related to them, both directly or through consortiums, for the performance of upkeep, improvement and expansion services in the highway system and administrative and financial services. As at December 31, 2012 and 2011, related-party balances are as follows:

Parent (BR GAAP)

Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

12/31/2012

12/31/2011

-

-

63,239

61,442

-

-

63,239

61,442

6,450

-

-

-

37

36

-

-

6,487

36

-

-

CBB Indústria e Comércio de Asfaltos e Engenharia Ltda. (d)

-

-

5,631

9,094

TB Transportadora Betumes Ltda. (d)

-

-

1,087

313

Current assets: Serviço de Tecnologia de Pagamentos S.A. - STP (g)

Noncurrent assets: Tecondi - Terminal para Contêineres da Margem Direita S.A. - AFAC (e) Concessionárias de Rodovias do Sul S.A. - Ecosul (a)

Intangible assets:

SBS Engenharia e Construções Ltda. (b)

-

-

14,574

17,021

Consórcio Serra do Mar (c)

-

-

45,338

24,813

Total assets

72

-

-

66,630

51,241

 

 

 

 

6,487

36

129,869

112,683

ECORODOVIAS

Parent (BR GAAP)

Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

12/31/2012

12/31/2011

-

-

16

260

Current liabilities: SBS Engenharia e Construções Ltda. (b) Consórcio Serra do Mar (c)

-

-

3,501

1,090

TB Transportadora Betumes Ltda. (d)

-

-

138

66

CBB Indústria e Comércio de Asfaltos e Engenharia Ltda. (d)

-

-

1,508

371

Total liabilities

-

-

5,163

1,787

Parent (BR GAAP)

Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

12/31/2012

12/31/2011

437

-

-

-

Profit or loss: Empresa Concessionária de Rodovias do Sul S.A. - Ecosul (a) SBS Engenharia e Construções Ltda. (b)

-

-

240

367

TB Transportadora Betumes Ltda. (d)

-

-

606

24

CBB Indústria e Comércio de Asfaltos e Engenharia Ltda. (d)

-

-

6,417

30

Serviço de Tecnologia de Pagamentos S.A. - STP (f)

-

-

5,212

5,007

437

-

12,475

5,428

Related-party transactions are broken down as follows: (a)

Refers to the rental of the real estate where the head office of Ecosul is located; the monthly rental amount is R$ 38.

(b)

SBS Engenharia e Construções Ltda. holds a 10% equity interest in Ecosul and provides paving and engineering services in the highway system, and upkeep services in the highways operated by subsidiaries Ecosul and Ecovia. The overall price agreed to deliver the services contracted by Ecosul and SBS Engenharia e Construções Ltda. is R$ 2,346 and by Ecovia and SBS Engenharia e Construções Ltda. is R$ 14,000, including the contractual addendum to both contracts. As at December 31, 2010, there is a balance of R$ 3,988 to be incurred under these agreements. The outstanding balances fall due within 45 days and are not subject to the financial charges, and no collaterals were pledged to the creditors.

(c)

Consórcio Serra do Mar, comprised of the related parties of indirect parent EcoRodovias: CR Almeida Engenharia de Obras S.A., Impregilo SPA Sucursal Brasil, and Cigla Construtor Impregilo Associados S.A., and Impregilo SPA, provides construction services in operating lanes, emergency areas, crossing in the third lane of 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 to deliver the services contracted by indirect subsidiary Ecovias from Consórcio Serra do Mar is R$ 94,200, including the contractual addendum, of which R$ 58,741 have been paid, and the remaining R$ 35,459 to be incurred under this agreement. The outstanding balances fall due within 45 days and are not subject to the financial charges, and no collaterals were pledged to the creditors.

(d)

CBB Indústria e Comércio de Asfaltos e Engenharia Ltda. and TB Transportadora de Betumes Ltda., comprised of the related parties of indirect subsidiary EcoRodovias: C.R. Almeida Engenharia e Obras S.A. and Cigla Construtor Impregilo Associados S.A. and of Impregilo SPA, indirect subsidiary of EcoRodovias Infraestrutura e Logística S.A., provide asphalt material supply and transportation services to Concessionária Ecovia Caminho do Mar S.A. and Concessionárias das Rodovias Ayrton Senna e Carvalho Pinto S.A. - Ecopistas, and Rodovias das Cataratas S.A. - Ecocataratas. The overall price agreed to deliver the services contracted by the Company and CBB Indústria e Comércio de

financial statements 2012

73

Asfaltos e Engenharia Ltda. and TB Transportadora de Betumes Ltda. is R$ 17,757, including the contractual addendum. As at December 31, 2010, there is a balance of R$ 9,931 in services to be incurred under this agreement. The outstanding balances fall due within 45 days and are not subject to the financial charges, and no collaterals were pledged to the creditors. (e)

The outstanding balance refers to an advance for future capital increase (AFAC). EcoRodovias Concessões e Serviços S.A., a direct subsidiary of EcoRodovias Infraestrutra, provides administrative, financial, human resources, information technology, engineering and corporate procurement services. The annual amount of the contracts agreed between the service companies is R$ 123,235, effective for 12 months as from January to December of each year. Ecoporto Holding S.A. entered into an intragroup loan agreement with its direct subsidiary Aba Porto Participações S.A. The overall amount agreed is R$ 11,540; of this total, there is an outstanding balance of R$ 11,562, including interest equivalent to 108% of the CDI per year. The maturity date of this agreement was August 19, 2012, and was converted into an AFAC on that date. Termares - Terminais Marítimos Especializados Ltda. entered into an intragroup loan agreement with its associate Termlog Transportes e Logística Ltda. The overall amount agreed is R$ 1,000, of which there is an outstanding balance of R$ 458. The outstanding balances payable do not have a fixed maturity and bear interest of 1% per year. Termares - Terminais Marítimos Especializados Ltda. entered into an intercompany loan agreement with its associate Tecondi - Terminal para Contêineres da Margem Direita S.A. The overall amount agreed is R$ 42,950, of which there is an outstanding balance of R$ 37,792. The outstanding balances payable do not have a fixed maturity and bear interest of 1% per year. Termlog Transportes e Logística Ltda. provides transportation and removal services to its associates Termares - Terminais Marítimos Especializados Ltda. and Tecondi - Terminal para Contêineres da Margem Direta S.A. The price for each unit transported is fixed and ranges from R$ 110.00 to R$ 160.00 per load. In the year ended December 31, 2012, Termlog billed R$ 43,206 to Tecondi and R$ 863 to Termares. These agreements mature on October 1, 2012.

(f)

Related party Serviços de Tecnologia de Pagamentos S.A. - STP, direct subsidiary, manages the “Sem Parar” means of payment. The R$ 63,239 balance receivable falls due within 45 days, is interest free, and no guarantees were provided. Management compensation

Management members are the persons with authority and responsibility for the planning, steering and controlling of the Company’s and its subsidiaries’ activities, either directly or indirectly, including any officer (executive or other). For the year ended December 31, 2012, management received short-term benefits (wages, salaries, profit sharing, health care, housing, free or Company-subsidized products or services) accounted for in ‘General and administrative expenses’. 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 (leave of absence for length of service and long-term disability benefits); (c) severance benefits; and (d) stock option plan. The Extraordinary and Annual Shareholders’ Meeting set management’s annual overall compensation for the year ending December 31, 2012 at R$ 14,184 (R$ 12,515 for 2011).

74

ECORODOVIAS

Compensation paid to management for the year is as follows: 12/31/2012

12/31/2011

Salaries and wages

4,687

6,032

Stock option plan (see Note 28.f)

1,458

2,086

Pension plan Direct and indirect benefits

267

240

4,881

4,397

11,293

12,755

23. PROVISION FOR MAINTENANCE - CONSOLIDATED (IFRS & BR GAAP) The amounts recorded as provision for maintenance refer to the upkeep of the highway infrastructure, adjusted to present value based on rates from 9.62% to 11.73% per year. The amounts are accrued by highway stretch, and interventions occur over an average of five years. Changes and balances are as follows:

12/31/2010

Addition

Payment

Financial effect

12/31/2011

Setup of provision for maintenance

338,604

91,087

-

-

429,691

Effect of present value on the provision setup

(79,351)

(18,254)

-

-

(97,605)

Performance of maintenance

(146,573)

-

(60,679)

Adjustment to present value realized

32,173

-

-

14,538

46,711

144,853

72,833

(60,679)

14,538

171,545

Current liabilities Noncurrent assets

(207,252)

24,337

38,286

120,516

133,259

12/31/2011

Addition

Payment

Financial effect

12/31/2012

Setup of provision for maintenance

429,691

90,998

-

-

520,689

Effect of present value on the provision setup

(97,605)

(15,885)

-

-

(113,490)

Performance of maintenance

(207,252)

-

(78,603)

Adjustment to present value realized

46,711

-

-

10,607

57,318

171,545

75,113

(78,603)

10,607

178,662

Current liabilities Noncurrent assets

financial statements 2012

(285,855)

38,286

63,531

133,259

115,131

75

24. PROVISION FOR FUTURE CONSTRUCTION WORK - CONSOLIDATED (IFRS & BR GAAP) The provision for future construction work arises from the amounts to be disbursed to comply with the contractual concession obligations, whose economic benefits are already recognized by the Company as a contra entry to intangible assets. Changes and balances are as follows:

Setup of provision for future construction works Effect of present value on the provision setup Realization of the construction Adjustment to present value - realized

Current Noncurrent

Setup of provision for future construction works Effect of present value on the provision setup Realization of the construction Adjustment to present value - realized

Current Noncurrent

12/31/2010

Payment

Financial effect

12/31/2011

21,179

-

-

21,179

(10,011)

-

-

(10,011)

-

(4,339)

-

(4,339)

5,861

-

1,766

7,627

17,029

(4,339)

1,766

14,456

10,143

12,527

6,886

1,929

12/31/2011

Payment

Financial effect

12/31/2012

21,179

-

-

21,179

(10,011)

-

-

(10,011)

(4,339)

(3,087)

-

(7,426)

7,627

-

812

8,439

14,456

(3,087)

812

12,181

12,527

2,141

1,929

10,040

25. CONCESSION FEE OBLIGATIONS - CONSOLIDATED (IFRS & BR GAAP)

Fixed installments Variable installments

76

12/31/2012

12/31/2011

65,432

69,390

3,047

2,791

68,479

72,181

Current

18,158

17,082

Noncurrent

50,321

55,099

ECORODOVIAS

The highway concession agreement of the subsidiary Ecovias, dated May 27, 1998, subdivides fixed fees into 240 fixed consecutive monthly installments, maturing from the first month of collection, adjustable annually based on IGP-M fluctuation disclosed by Fundação Getúlio Vargas - FGV, a university. As at December 30, 2012, 64 installments remain unpaid and payments made correspond to 73.33% of total (68.33% of total at December 31, 2011). The highway concession agreement of the indirect subsidiary Ecopistas, dated June 18, 2009, subdivides fixed fees into one cash installment of 20% and the remaining balance into 18 fixed consecutive equal monthly installments, adjusted based on IPCA-IBGE fluctuation. As at December 31, 2012, all installments had been paid. The variable installment is calculated monthly at 3% of the revenue collected by subsidiaries Ecovias dos Imigrantes and Ecopistas, and 1% of the revenue collected by Ecosul. The subsidiaries Ecovias dos Imigrantes and Ecopistas have insurance coverage against all risks incidental to the development of all activities involved in the concession. All insurance policies include the Concession Grantor and the Company as coinsurers and are effective for at least 12 months. The insurance covers shall be effective until the agreement for the definitive return of the highway system is signed. In addition to the insurance required by the applicable legislation, the companies will also contract and maintain during the whole concession period insurance to cover operational risks, engineering risks and civil liability of highway concessionaires. The maturities of the noncurrent portions are as follows, by year: 12/31/2012

12/31/2011

2013

-

12,477

2014

13,452

11,394

2015

12,285

10,406

2016

11,219

9,503

After 2017

13,365

11,319

50,321

55,099

12/31/2012

12/31/2011

72,181

74,637

Changes in concession fee payable are as follows:

Opening balance Inflation adjustment to concession fee payable Principal repayment Closing balance

financial statements 2012

9,813

9,548

(13,515)

(12,004)

68,479

72,181

77

26. PAYROLL AND RELATED TAXES Parent (BR GAAP)

Salaries and other related taxes Social security tax (INSS) payable

Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

12/31/2012

12/31/2011

6,187

4,005

19,156

10,630

214

175

3,177

2,537

74

63

415

966

Severance pay fund (FGTS) payable Withholding income tax (IRRF)

288

262

1,920

1,324

Accrued vacation pay and 13th salary

826

741

24,232

10,529

Trade union dues payable Taxes on accruals - INSS and FGTS

-

1

83

59

287

258

5,326

4,309

7,876

5,505

54,309

30,354

Accrued payroll and related taxes were recognized in the income statement, in line items ‘Cost of services’, ‘Selling expenses’ and ‘General and administrative expenses’, according to the employee’s assignment.

27. PROVISION FOR TAX, LABOR AND CIVIL RISKS - CONSOLIDATED (IFRS & BR GAAP) The Company and its subsidiaries are parties to several ongoing tax, labor and civil lawsuits arising in the normal course of their operations. The provisions for tax, labor and civil contingencies have been recognized for lawsuits whose likelihood of loss was considered probable, based on the opinion of the Company’s legal counsel. Changes in the year are as follows: Payments/ Inflation write-offs   adjustment  

12/31/2010

Additions

31,268 863 15,548 47,679

5,372 2,027 13,009 20,408

12/31/2011

Balance upon acquisition of new company (*)

Additions

29,934

67,966

789

(6,198)

2,195

94,686

2,774

76

454

(88)

492

3,708

19,926

-

9,307

(2,490)

1,867

28,610

52,634

68,042

10,550

(8,776)

4,554

127,004

Type Civil (a) Tax (b) Labor (c)

(11,960) (221) (10,732) (22,913)

5,254 105 2,101 7,460

Payments/ Inflation write-offs   adjustment  

12/31/2011 29,934 2,774 19,926 52,634

12/31/2012

Type Civil (a) Tax (b) Labor (c)

(*) See note 4.c).

78

ECORODOVIAS

(a)

Civil Refer mainly to claims for compensation for damages and losses due to highway accidents. The Company and its subsidiaries have other provisions for civil contingencies totaling R$ 61,929 as at December 31, 2012 (R$ 19,799 at December 31, 2011), whose likelihood of loss is assessed by the Company’s legal counsel and Management as possible; accordingly, no provision was recognized. The logistics operation mainly comprises lawsuits involving indemnity claims for damages or losses arising from losses in the logistics operation. The Company recognized a provision for lawsuits whose likelihood of loss is considered as probable in the total amount of R$ 14,935. Ecovia is a party to a class action brought by the Public Prosecution Office of the State of São Paulo against Ecovias because it understand that the concessionaire did not paid 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 was filed to reverse the decision was denied. Currently, the primary court records of the class action are pending return of the letter of request for service of process of Ecovias. The amount of R$ 19,034 was estimated for such claim and the likelihood of loss is assessed as possible, with no provision, due to the procedural phase and defense allegations to be presented in the court records of the class action.

(b)

Tax lawsuits As at December 31, 2012, there are also other tax lawsuits totaling R$ 6,477 (R$ 12,944 at December 31, 2011), which were assessed as possible losses by the Company’s legal counsel and Management and, therefore, no provision was set up. The main tax lawsuits are as follows: (i)

Indirect subsidiary Ecovias was a party to a tax administrative proceeding arising a from tax assessment notice issued by the Federal Revenue Service in São Bernardo do Campo, SP, since tax auditors disallowed the cash basis used to recognize foreign exchange gains and, as a result, required the payment of allegedly due income tax and social contribution. A final and unappealable decision on this lawsuit was issued in July 2012, without any disbursement by the Ecovias.

(ii)

Tax administrative proceedings challenging the tax assessment notice issued by the Brazilian tax authority in Pelotas, RS, for the nonpayment of income tax and social contribution 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 considered by the legal counsel as possible.

(iii)

For the logistics operation, tax lawsuits are maintained in the total amount of R$ 19,101 (R$ 446 as at December 31, 2011), whose likelihood of loss has been assessed as possible loss by the Company’s legal counsel and Management; accordingly, no provision was recognized. The main tax lawsuit is as follows:

(iv)

Administrative proceeding arising from a tax assessment notice filed by the Brazilian tax authority imposing rates of 50% of Import Duty (II) and 50% of Federal VAT (IPI) on the tax base, by alleging generic description of products, in addition to misplacement or consumption of goods imported by third parties, fully unrelated to and separated from the Company, a simple warehousing service provider without any relationship with the import from these third parties. The estimated amount is R$ 19,896. The proceeding is being analyzed by the Tax Board of Appeals and no provision was recognized, since the legal counsel in charge of the lawsuit understands that the likelihood of loss is possible.

financial statements 2012

79

(c)

Labor lawsuits Refer mainly to claims for compensation for occupational injuries and overtime pay claims. There are no lawsuits involving an individual significant amount. As at December 31, 2012, there are also other labor lawsuits totaling R$ 40,221 (R$ 13,709 at December 31, 2011) that have been assessed as possible losses by the Company’s legal counsel and Management; accordingly, no provision was set up. Indirect subsidiary Ecocataratas is party to a joint liability action on a labor lawsuit filed against Qualix Serviços Ambientais S.A., a Sideco Group company (former Company shareholder). On August 1, 2011, Ecocataratas granted a letter of guarantee by which Banco Bradesco S.A. guaranteed the enforcement amount of R$ 6,439. The lawsuit was upheld by the lower court against the defendant and a provision of R$ 7,127 was set up on November 30, 2012. In light of the purchase and sale agreement entered into between Sideco S.A. and indirect subsidiary EcoRodovias Infraestrutura, the former shareholders are required to pay indemnity in case of loss. The legal counsel and Management assessed this lawsuit as a possible loss and, therefore, no provision was recognized.

28. SHAREHOLDERS’ EQUITY - CONSOLIDATED (IFRS & BR GAAP) a) Capital As at December 31, 2012 and 2011, subscribed and paid-in capital of R$ 1,320,549 is represented by 558,699,080 common shares without par value. b) Authorized capital In accordance with its Bylaws, 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 issuance and exercise of preemptive rights. c) Earnings reserve - legal Recorded at 5% of adjusted net income for the year, limited to 20% of capital. d) Earnings retention reserve - dividends and capital budget As at December 31, 2012, an earnings reserve was set up because of the retention of part of the profit for the year, pursuant to Article 196 of Law 6404/76 and Article 5, sole paragraph, of CVM Instruction 469, of May 2, 2008. This retention for 2012 is based on the capital budget, prepared by Management and approved by the Board of Directors, and will be submitted to the Annual Shareholders’ Meeting to be held April 25, 2013 for approval. The capital budget proposal is justified by the need to invest in working capital, basically for the purpose of investing in new investments. If the Shareholders’ Meeting approves the proposal, part of the retained funds will be used for contractual investments in the concessionaires and/or to acquire new businesses. The capital budget reserve balance as at December 31, 2012 is R$ 1,152,250 (R$ 708,202 as at December 31, 2011). e) Proposed dividends Shareholders are entitled to dividends and/or interest on capital of at least 25% of the adjusted profit for the year, calculated in conformity with Article 202 of Law 6404/76.

80

ECORODOVIAS

The calculation of dividends for the year ended December 31, 2012 and 2011 is as follows: 12/31/2012

12/31/2011

Profit for the year

422,072

383,017

Legal reserve - 5%

(21,104)

(19,151)

Dividend calculation basis

400,968

363,866

Interim dividends paid

145,768

140,078

Capital budget

189,932

172,358

65,268

51,430

Management proposal:

Proposed additional dividends - classified as set up for dividends reserve

f)

Capital reserve - stock option plan The Extraordinary Shareholders’ Meeting (AGE) held on August 31, 2010 approved the Company’s Stock Option Plan to management and employees. The Board of Directors is responsible for establishing and managing this plan. The purpose of the stock option plan is to allow beneficiaries to become the Company’s shareholders and participate directly and actively in bringing positive results to the Company. The Company’s and its subsidiaries’ members of the Board of Directors, management and key employees that are not statutory managers are eligible to the plan. The option grant should not exceed 2% of the Company’s common shares, which shall be only treasury shares. The Board of Directors will set out the terms and conditions of each option in a Stock Option Agreement (the “Agreement”), to be signed by the Company and each beneficiary. The price of options will correspond to the Company’s share price, adjusted for inflation based on the IPCA or another similar index selected at the Company’s Annual Shareholders’ Meeting. The Board of Directors made 3,421,883 common shares available for the plan, as follows: Date Number of stock options Strike price - R$ per share Adjustment index

1st grant 8/31/2010

2nd grant 3/22/2011

3rd grant 4/25/2012

685,764

1,212,045

1,524,074

R$ 9.95

R$ 13.06

R$ 13.58

IPCA

IPCA

IPCA

The Company recognizes in profit or loss, 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. In the year ended December 31, 2012, the Company recognized in line item ‘Stock option plan’ R$ 1,458 (R$ 2,086 in 2011). 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.

financial statements 2012

81

Changes in the number of stock options are as follows:

At December 31, 2010

1st grant

2nd grant

3rd grant

Total

685,764

-

-

685,764

-

1,212,045

-

1,212,045

Granted Exercised

(21,942)

-

-

(21,942)

Cancelled

(17,553)

-

-

(17,553)

At December 31, 2011

646,269

1,212,045

-

1,858,314

Granted Exercised At December 31, 2012

-

-

1,524,074

1,524,074

(257,410)

(196,899)

-

(454,309)

388,859

1,015,146

1,524,074

2,928,079

The fair value of stock options was estimated on the option grant date by using the Black-Scholes pricing model. in the year ended December 31, 2012, 454,309 common stock options were exercised at the average price of R$ 12.42 per share. The right to exercise the option will be vested as follows: Year

Average strike price per share in R$  

Number of shares  

Option average fair value in R$

Total

Exercise period  

2013

13.12

855,470

7.36

6,296

11 months

2014

13.12

855,470

9.07

7,759

23 months

2015

14.03

684,030

6.15

4,207

35 months

2016

13.92

381,020

2.79

1,063

47 months

2,775,990

19,325

g) Treasury shares As at August 31, 2010, the Board of Directors approved the First Share Buyback Program. The buyback 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, in compliance with: (1) the standards issued by the CVM and other applicable legal provisions, especially article 30, paragraph 1 of Law 6404, of December 15, 1980 ( amended by CVM Instruction 10); (2) article 14, item XIV of the Company’s Bylaws; and (3) the terms and conditions below:

82

•

Term: 365 days from August 31, 2010.

•

Number of outstanding shares in the market: 144,003,000 outstanding common shares in the market

•

Number of shares to be purchased: at the most, 4,000,000 common shares.

ECORODOVIAS

On May 30, 2012, the Board of Directors approved the Second Share Buyback Program. The buyback 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, in compliance with: (1) the standards issued by the CVM and other applicable legal provisions, especially article 30, paragraph 1 of Law 6404, of December 15, 1980 ( amended by CVM Instruction 10); (2) article 14, item XIV of the Company’s Bylaws; and (3) the terms and conditions below: •

Term: 365 days from May 30, 2012.

•

Number of outstanding shares in the market: 143,737,879 common shares outstanding in the market

Number of shares to be repurchased: at the most, 1,500,000 common shares. The purpose of the treasury shares is to settle the options of the stock option plan (see note 28.f)). The Company’s management is responsible for defining the number of shares that will be bought back, within the authorized limits. Changes in treasury shares are stated as follows:

Shares Closing balance at December 31, 2011

Parent (BR GAAP) and Consolidated (IFRS & BR GAAP) Average Amount price - R$ per share

149,502

(2,011)

13.45

(137,877)

1,856

13.46

Buyback in June 2012

303,009

(4,857)

16.03

Granted in June 2012

(109,729)

1,740

15.85

Buyback in August 2012

177,486

(2,902)

16.35

Granted in August 2012

(11,900)

191

16.03

(105,370)

1,715

16.27

Granted in March 2012

Granted in September 2012 Granted in October 2012

(89,433)

1,443

16.14

Closing balance at December 31, 2012

175,688

(2,825)

16.08

The Company holds 175,688 common shares in treasury calculated based on their average quotation on the last trading session on December 28, 2012, i.e., R$ 17.30. The total amount of these shares, based on the trading session average quotation on December 28, 2012, is R$ 3,039. The Company recognized a reserve for future purchase of shares under the stock option plan in the amount of R$ 31,867, which was transferred to line item ‘Capital reserve’, as prescribed in the Bylaws. h) Noncontrolling interest 12/31/2012

12/31/2011

Opening balance

3,041

6,664

Profit sharing

4,875

4,549

Capital contribution from noncontrolling shareholder

15,001

-

Payment of dividends to noncontrolling shareholder

(5,104)

(8,172)

Closing balance

17,813

3,041

financial statements 2012

83

29. 1. SERVICE TAX (ISS) Ecovias

In 1999, the highway operation services were included in the list of services taxed by ISS. The indirect subsidiary started negotiations with the Concession Grantor to obtain financial rebalance of the agreement, since this tax was not considered in the toll. In 2001, the Company started to pay ISS to the municipalities served by the Anchieta-Imigrantes System, in accordance with these municipalities’ regulations (except for the Municipality of São Paulo, which did not regulate the tax in that year). As this tax was not considered in the concession proposal, the Company, based on the principles of economic and financial rebalance of the concession arrangement and on the approval by the Concession Grantor, upon Modifying Addendum (“TAM”) 08/2006, offset through November 30, 2011 (effective term of such addendum), the amount of R$ 241,659 paid to municipalities against amounts paid in connection with concession fees obligations. Accordingly, since December 1, 2011, the indirect subsidiary Ecovias has not offset Service Tax (ISS) against fixed concession amounts.

30. NET REVENUE - CONSOLIDATED (IFRS & BR GAAP) 12/31/2012

12/31/2011

Toll revenue: Toll in cash

695,687

664,295

Toll by electronic equipment (a)

697,603

586,058

Toll tickets and coupons

152,624

135,868

Other

2,267

3,437

1,548,181

1,389,658

Construction revenue (see note 38.c))

298,540

199,435

Revenue from logistics and other services (b) and (d)

365,871

342,185

Port revenue (e)

385,762

-

58,791

53,835

2,657,145

1,985,113

Accessory revenues (c) Gross sales revenue Revenue deductions - PIS, Cofins and ISS (e) and (f) Net revenue

84

(248,038)

(157,742)

2,409,107

1,827,371

(a)

Refers to service revenue via electronic toll.

(b)

Refers to the revenue from logistics companies relating to the truck parking yard, container warehousing and repair and special customs export terminal (Redex).

(c)

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 accesses and others.

(d)

Refers to revenues from administrative, financial, human resources, information technology, engineering, and procurement services.

(e)

Refers to the revenue earned by the companies operating in the Santos Port: Tecondi, Termares, and Termlog, acquired in May and June 2012 (as described in note 4.c)).

(f)

 eginning December 1, 2011, indirect subsidiary Ecovias stopped to offset ISS against the fixed concession B fee (see note 29).

ECORODOVIAS

31. OPERATING COSTS AND EXPENSES - BY NATURE Company (BR GAAP) Personnel

12/31/2012

12/31/2011

25,001

20,653

Upkeep and maintenance Outside services

760

548

15,457

14,596

Insurance (see note 37)

646

111

1,110

999

Lease of real estate and machinery

1,689

1,759

Other operating expenses

3,759

2,727

48,422

41,393

48,422

41,393

12/31/2012

12/31/2011

326,612

212,373

53,823

69,697

299,220

143,755

21,020

13,090

Depreciation and amortization

Classified asGeneral and administrative expenses Consolidated (IFRS & BR GAAP) Personnel Upkeep and maintenance Outside services (*) Insurance (see note 37) DEPRECIATION AND AMORTIZATION

237,426

168,230

Concession grantor

39,284

48,363

Lease of properties, machines and forklifts

51,718

42,383

Provision for maintenance

75,113

80,312

298,540

199,435

Construction costs Other operating income and expenses

102,570

61,285

1,505,326

1,038,923

Classified as: Cost of services General and administrative expenses

1,162,350

810,823

342,976

228,100

1,505,326

1,038,923

(*) Outside services consist basically of consulting and advisory services totaling R$ 71,649, freights totaling R$ 28,892, cleaning and surveillance totaling R$ 20,521, brokerage commissions totaling R$ 39,481, and other outside services totaling R$ 138,677.

financial statements 2012

85

32. Finance income (costs) Parent (BR GAAP)

Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

12/31/2012

12/31/2011

13,996

28,663

60,891

95,586

-

-

1,790

6,355

Finance income: Income from short-term investments Inflation adjustment on borrowings and financing Other

1,626

1,687

19,876

5,388

15,622

30,350

82,557

107,329 (153,756)

Finance costs: Interest on debentures

-

-

(154,652)

(26,247)

-

(65,267)

(34,246)

Inflation adjustment to debentures

-

-

(60,217)

(49,918)

Inflation adjustment to concession fee

-

-

(9,813)

(9,548)

Amortization of costs on issuance of debentures

-

-

(8,843)

(4,715)

(3,432)

-

(3,432)

-

-

-

(11,419)

(16,304)

(92)

(40)

(2,988)

(2,669)

-

-

(8,633)

-

Interest on borrowings and financing

Amortization of costs on promissory notes Adjustment to present value – technical interpretation ICPC 01 Banking expenses Exchange differences on borrowings and financing Other

Finance Income (Costs)

(4,109)

(3,089)

(22,245)

(19,253)

(33,880)

(3,129)

(347,509)

(290,409)

 

 

 

 

(18,258)

27,221

(264,952)

(183,080)

33. EARNINGS PER SHARE Company and Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

Basic earnings per share from continuing operations

0.76

0.69

Diluted earnings per share from continuing operations

0.75

0.68

a) Basic earnings per share The income and weighted average number of common shares used to calculate basic earnings per share are as follows:

86

ECORODOVIAS

Company and Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

Income for the year attributable to the Company’s owners used to calculate basic earnings per share

422,072

383,017

Weighted average number of common shares used to calculate basic earnings per share

558,699

558,699

12/31/2012

12/31/2011

422,072

383,017

b) Diluted earnings per share The profit used to calculate diluted earnings per share is as follows:

Income used to calculate diluted earnings per share

The weighted average number of common shares used to calculate diluted earnings per share is reconciled with the weighted average number of common shares used to calculate basic earnings per share, as follows: Company and Consolidated (IFRS & BR GAAP) Weighted average number of common shares used to calculate basic earnings per share Potential increase in common shares as a result of the stock option plan Weighted average number of common shares used to calculate diluted earnings per share

12/31/2012

12/31/2011

558,699

558,699

1,458

1,721

560,157

560,420

34. PROFIT SHARING PLAN The Company and its subsidiaries have the policy of paying its employees’ profit sharing bonuses, linked to the specific goals and targets, which are established and paid in accordance with the collective labor agreement entered into with employees’ union. In the year ended December 31, 2011, the profit sharing was R$ 12,143 (R$ 7,055 as at December 31, 2010), which was allocated to profit or loss under line items “Cost of services” and “General and administrative expenses”.

financial statements 2012

87

35. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS - CONSOLIDATED (IFRS & BR GAAP) The EcoRodovias Group, in which the Company operates, manages its capital to ensure that the companies operating in the group can continue as going concerns and at the same time maximizes the return of all their stakeholders by optimizing the balance debt and equity. The Company’s overall strategy remains unchanged since 2010. The Company’s equity structure consists of its net debt (borrowings and financing, promissory notes, leases, and debentures detailed in Notes 19, 20 and 21, less cash and cash equivalents) and equity (which includes issued equity, reserves, retained earnings and noncontrolling interests, as stated in note 28). The Company is not subject to any external capital requirement. The Company semiannually reviews its capital structure. As part of this review, Management considers the cost of capital and risks associated to each class of capital. As at December 31, 2012 and 2011, the Company and its subsidiaries do not have any derivatives. Market risk

a) Exposure to foreign exchange risks The Company and its direct and indirect subsidiaries did not record foreign currency-denominated assets and liabilities. b) Exposure to interest rate risks The Company, by means of its subsidiaries, is exposed to normal market risks arising from changes in the TJLP, IPCA, IGP-M and CDI relating to borrowings, financing and debentures in Brazilian reais. Interest rates on short-term investments are linked to CDI variation. General considerations

88

•

The Management of the Company and its subsidiaries elects the financial institutions where 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-term investments and restricted securities: investments consisting of CDBs and yielding rates ranging from 80% to 102.5% of CDI, which reflect the market conditions at the end of the reporting periods.

•

Trade receivables: arise directly from the Company’s operations, are classified as loans and receivables and are recorded at original amounts, less allowance for doubtful accounts losses and discount to present value, when applicable.

•

Borrowings, financing, finance lease and debentures: 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 19, 20 and 21.

ECORODOVIAS

Debt-to-equity ratio

Parent (BR GAAP)

Consolidated (IFRS & BR GAAP)

12/31/2012

12/31/2011

12/31/2012

12/31/2011

574,108

-

3,284,512

1,748,344

(435,621)

(87,066)

(1,026,072)

(671,858)

Net debt

138,487

(87,066)

2,258,440

1076,486

Equity (b)

2,107,576

1,882,060

2,125,487

1,885,101

0.07

-

1.06

0.57

Debt (a) Cash, cash equivalents and securities - restricted

Net debt-to-equity ratio

(a)

Debt is defined as current and noncurrent borrowings and financing, finance lease, debentures, and concession fee payable, as detailed in notes 19, 20, 21, and 25.

(b) Equity includes all the Company’s capital and reserves, managed as capital. The carrying amounts and fair values of the main consolidated financial instruments of the Company and its subsidiaries as at December 31, 2012 are as follows: Classification

Carrying amount

Fair value

Assets: Cash and banks

Loans and receivables

33,676

33,676

Trade receivables (a)

Loans and receivables

254,032

254,032

Short-term investments and securities (b)

Loans and receivables

992,396

992,396

Trade payables (a)

Other financial liabilities

150,138

150,138

Borrowings and financing (c)

Other financial liabilities

969,068

907,104

Finance lease

Other financial liabilities

663

663

Debentures (d)

Other financial liabilities

2,314,781

2,759,709

Concession fee obligations (e)

Other financial liabilities

68,479

81,988

Liabilities:

(a)

The balances of line items ‘Trade receivables’ and ‘Trade payables’ mature substantially within up to 45 days; therefore, they approximate the fair value expected by the Company.

(b)

Balances of short-term investments and securities approximate the fair value at the balance sheet date.

(c)

Calculated through discounted cash flow, at a rate of 5.43% per year, based on installments falling due.

(d)

Debentures were calculated based on the repurchase or early redemption clauses included in the debenture prospectuses and according to unit price (UP) adjusted as at December 31, 2012.

(e)

Calculated excluding the adjustment to present value of the fixed installments of line item ‘Concession fee payable’.

These rates and UPs used in market projections were extracted from the following external independent sources: www.cetip.com.br, www.bcb.gov.br, www.ibge.gov.br, www.fgv.br, www.fiduciario.com.br, and www.oliveiratrust. com.br.

financial statements 2012

89

a) Currency risk The Company’s interest rate risk arises from short-term investments and current and noncurrent borrowings indexed to changes in the inflation indices. This risk is managed by the Company through the maintenance of borrowings at fixed and floating interest rates. The currency risk arises from the possible fluctuation of the foreign exchange rates of foreign currencies used by the indirect subsidiary Ecopátio Logística Cubatão Ltda., with which foreign currency-denominated equipment financing contracts are entered into. As at December 31, 2012, indirect subsidiaries Ecopátio Logística Cubatão Ltda., Elog Logística Sul Ltda., and Elog S.A. (formerly Elog Sudeste S.A.) have the following agreements denominated in foreign currency: 12/31/2012 Lender FINIMP

R$

Currency

341

US$

Finimp Linde

586

€

Cargotec Sweden AB

512

US$

Cargotec Sweden AB

1,495

€

Nordea Bank Finland PLC

1,518

€

b) Interest rate risk The Company’s and its subsidiaries’ interest rate risk arises from short-term investments and short- and long-term borrowings bearing interest according to floating interest rates, which may be pegged to fluctuations in inflation rates. This risk is managed by the Company through the maintenance of borrowings at fixed and floating interest rates. The EcoRodovias Group’s exposure to the interest rates of financial assets and financial liabilities is described in item liquidity risk management below. Pursuant to its financial policies, the Company and its subsidiaries have maintained their short-term investments at prime banks and have not entered into transactions with financial instruments for speculative purposes. c) Credit risk Credit risk concentration

Financial instruments that potentially expose the Company to credit risk concentration and consist, primarily, cash and banks, short-term investments and trade receivables. The Company maintains bank accounts and short-term investments with prime financial institutions approved by Management according to objective criteria for diversification of credit risks. As at December 31, 2012, the Company has receivables from Serviços de Tecnologia de Pagamentos S.A. STP amounting to R$ 63,239 (R$ 61,442 at December 31, 2011), arising from toll revenues collected by the electronic payment system (“Sem Parar”), recognized in line item ‘Trade receivables’.

90

ECORODOVIAS

d) Liquidity risk The Company has ultimate responsibility for the management of the liquidity risk and has an appropriate liquidity risk management model to manage funding requirements and short-, medium- and long-term liquidity management. The Company manages the liquidity risk by maintaining adequate reserves, bank and other credit facilities to raise new borrowings that it considers appropriate, based on the continuous monitoring of budgeted and actual cash flows, and the combination of the maturity profiles of financial assets and financial liabilities. Contractual maturity is based on the most recent date when the Company and its subsidiaries should settle the related obligations:

Type

Effective interest rate (weighted average) - % p.a.  

BNDES

TJLP + 2.45% p.a.

Working capital

CDI + 2.032% p.a.

Working capital

111.6% of CDI

Next 12 months

13 to 24 months

25 to 36 months

After 37 months

 

 

19,206

20,264

20,803

78,131

 

13,556

12,721

-

-

158,259

-

-

-

FINAME

TJLP + 4.16% p.a.

2,334

2,394

2,343

3,186

FINAME

7.72% p.a.

2,264

2,134

2,004

2,761

100

92

-

-

Equipment (foreign currency) EUR

CDC

Forex + 8.01% p.a.

14.03% p.a.

1,821

1,191

806

190

Equipment (foreign currency) US$

Forex + 5.08% p.a.

3,752

3,777

3,449

1,859

Promissory notes

108% of CDI

576,247

-

-

-

Dock expansion

12.40% p.a.

593,595

-

-

-

Banco De Lage Landen Brasil

14.84% p.a.

354

-

-

-

112,896

106,980

-

-

Debentures

IGP-M + 9.50% p.a.

Debentures

IPCA + 8.25% p.a.

46,441

50,558

56,866

745,078

Debentures

IPCA + 5.25% p.a.

43,915

46,718

48,702

1,159,825

Debentures

CDI + 0.79% p.a.

19,040

19,172

23,050

293,563

Debentures

CDI + 1.85% p.a.

55,867

115,710

145,181

596,759

Debentures

CDI + 1.60% p.a.

26,153

51,457

76,652

292,427

Debentures

104% of CDI

35,603

-

-

-

IGP-M

18,158

13,452

12,285

24,584

562

58

-

-

Concession fee payable Finance lease

17.36% p.a.

Sensitivity analysis Risk of changes in interest rates

The sensitivity analysis was determined based on the exposure to interest rates of non-derivative financial instruments at the end of the year. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability outstanding at the end of the year was outstanding during the entire year.

financial statements 2012

91

The sensitivity analysis was developed considering exposure to CDI, TJLP, IPCA and IGP-M fluctuations, the main indices of debentures contracted by the Company and its subsidiaries:

Interest to be incurred (*) Risk

Operation

Interest on series 1 debentures - Ecovias

CDI increase

Scenario I - Probable 

Scenario II - 25%    

Scenario III - 50%    

1,853

2,213

2,569

Interest on series 2 and 3 debentures - Ecovias

IGP-M increase

31,931

34,568

35,556

Interest on 1st series debentures - EcoRodovias

CDI increase

19,040

22,376

25,681

IPCA increase

-

-

-

IPCA increase

1,594

1,687

1,781

CDI increase

20,923

23,598

26,248

Interest on 2nd and 3rd series debentures EcoRodovias Concessões e services Interest on 1st, 2nd, 3rd, and 4th series debentures Ecopistas Interest on debentures - single series - Elog S.A. Interest on debentures - single series - Tecondi

CDI increase

55,867

60,846

65,779

Interest on promissory note

CDI increase

43,545

47,721

51,856

Borrowings and financing

CDI increase

18,128

21,903

25,673

Borrowings and financing

TJLP increase

9,186

10,327

11,462

IGP-M increase

3,430

4,291

5,145

Concession fee payable

Borrowings in foreign currency outstanding on December 31, 2012 are subject to fixed interest rate and were measured at amortized cost. For interest rate sensitivity analysis purposes, the Company adopted as a criteria to show the impact of total interest to be incurred over the next 12 months. In compliance with CVM Instruction 475/08, the Company and its subsidiaries are presenting the probable scenario defined based on Management’s expectations and two other scenarios with 25% and 50% deterioration in the risk variable considered, presented in accordance with the regulations as scenario II and scenario III, respectively.

Risk of changes in exchange rates Interest to be incurred (*) Operation

RISK

Scenario I Probable 

Scenario II - 25%    

Scenario III - 50%    

Borrowings and financing

US$ appreciation

541

677

812

Borrowings and financing

EUR appreciation

304

379

455

(*) For interest rate sensitivity analysis purposes, the Company adopted as a criteria to show the impact of total interest to be incurred over the next 12 months.

92

ECORODOVIAS

The rates used were as follows: Indicators

Scenario I Probable 

CDI (a)

7.3%

Scenario II 25%    

Scenario III - 50%    

9.13%

10.95%

IGP-M (b)

5.9%

7.4%

9.0%

IPCA (c)

5.4%

6.8%

8.2%

TJLP (d)

5.5%

6.9%

8.3%

US$ (e)

2.10

2.625

3.15

EUR (f)

2.71

3.387

4.065

(a)

Refers to the CDI rate projected for 12 months.

(b)

Refers to the IGP-M rate projected for 12 months.

(c)

Refers to the IPCA rate projected for 12 months.

(d)

Refers to the TJLP rate projected for 12 months.

(e)

Refers to the US dollar rate projected for 12 months.

(f)

Refers to the euro rate projected for 12 months.

These rates used in market projections were extracted from the following external independent sources: www. cetip.com.br, www.bcb.gov.br, www.ibge.gov.br and www.fgv.br. Gains and losses on these transactions are consistent with the policies and strategies designed by the Management of the Company and its subsidiaries.

36. PENSION PLAN - CONSOLIDATED (IFRS & BR GAAP) The Private Pension Plan was implemented in June 2006, under the defined contribution category, whose costs are fairly determinable and can be controlled and managed, for which the Company and the employee contribute the same amounts for salaries above R$ 2.6, up to 8% of the nominal salary, and, for salaries below such amount, the Company contributes 1% of the employee’s nominal salary. In the year ended December 31, 2012, the Company and its subsidiaries contributed R$ 1,534 (R$ 1,326 at December 31, 2011), recorded in line item ‘General and administrative expenses’.

financial statements 2012

93

37. INSURANCE - CONSOLIDATED (IFRS & BR GAAP) The Company and its subsidiaries have insurance coverage based on the risks associated to its operations. Concession arrangements require concessionaires to write insurance and maintain umbrella insurance coverage to maintain and guarantee their regular operations. Policies cover civil liability, according to the related 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. As at December 31, 2012, the Company’s insurance coverage by insurance line is as follows: Type

Coverage

Warranty insurance

R$ 1.6 million

Forklifts and equipment

R$ 1.3 million

All Risk - civil liability

R$ 3.6 million

All Risk - property and property damage

R$ 4.6 million

Head office insurance

R$ 5.2 million

All Risk - loss of revenue Vehicles All Risk - engineering risk All Risk - port operator Sundry risks

R$ 837 million FIPE Table R$ 1.0 million US$900 million R$ 485 million

38. CONCESSION ARRANGEMENTS - CONSOLIDATED (IFRS & BR GAAP) Concessionária Ecovia Caminho do Mar S.A.

Concessionária Ecovia Caminho do Mar S.A., established on October 21, 1997, is engaged in operating, on a concession basis, Lot 006 of the Highway Concession Program of the State of Paraná, totaling 136.7 km, comprised of: (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 the BR-277 highway and the City of Matinhos, which is 32 km long; and c) PR-407 highway stretch linking the BR-277 Highway and Praia de Leste, which is 19 km long. The purpose of the concession is the recovery, improvement, maintenance, operation and development of highways during a 24-year period—concession effective until November 2021—collection of toll and alternative sources of revenue, which may include activities related to the use of the highway and highway land, access roads, or service and leisure areas, including advertising and excess weight tickets. The subsidiary has assumed the following commitments arising on the concession: a) Payment of the annual inspection fee in 12 monthly installments during the agreement term, which is R$60 per month from the beginning to the 11th year and R$66 per month from the 12th year to the end of the agreement. b) Payment of the fee to equip the Highway Patrol. The fee is designed to equip and upgrade Highway patrol equipment and will be R$ 10 per month until the 11th year and R$ 11 per month from the 12th year to the end of the agreement.

94

ECORODOVIAS

c) Renovation, routine maintenance, and upkeep of pavement in highway access roads, as follows (except operation): •

2.6 km of the PR-804 highway stretch between BR-277 and PR-408.

•

13.2 km of the PR-408 highway stretch between Morretes and BR-277.

•

9.6 km of the PR-408 highway stretch between PR-340 and Morretes.

•

13 km of the PR-411 Highway stretch between PR-410 (São João da Graciosa) and Morretes.

The above-mentioned amounts are adjusted proportionally to and on the same adjustment date as the tolls. The concession agreement of Ecovia was classified as intangible asset. The intangible asset is recognized to the extent it has the right to charge from users the public services. Construction costs and revenue are recognized pursuant to the concession agreement as follows:

Construction revenue Construction costs

12/31/2012

12/31/2011

28,744

23,632

(28,744)

(23,632)

-

-

Pursuant to the concession agreement, Ecovia has no future commitments; construction work was performed for purposes of maintenance of the highway system. Concessionária Ecovias dos Imigrantes S.A.

Concessionária Ecovias dos Imigrantes S.A. started operations on May 29, 1998 and is engaged only in operating the Anchieta-Imigrantes highway system under the public service concession terms granted by the São Paulo State Government. The Anchieta-Imigrantes highway system, which is 176.8 km long, 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). The 20-year toll concession comprises maintenance and improvement of operation systems, building the downward lanes of Imigrantes highway, recovery of existing highways, building lateral lanes, implementation of traffic control and user service systems, preventive maintenance, and implementation of electronic management and toll collection systems. The concession period granted to the subsidiary was extended by additional 70 months, as a rebalancing measure of the economic and financial terms of the concession agreement, on December 21, 2006, under Amendment 10. The concession arrangement is effective until March 2024. On November 13, 2012, the Company’s concession was extended by an additional 18 months e 11 days, under Modifying Addendum  16/12, as a rebalancing measure of the economic and financial terms of the concession arrangement due to the inclusion of new works and services amounting to R$ 328,719, that include remodeling the cloverleaf interchange in km 55 of the Anchieta highway, with the construction of a ring road connecting the Anchieta, Cônego Domênico Rangoni, Imigrantes, and Padre Manoel da Nóbrega highways, and the construction of a third lane in both directs of the Cônego Domênico Rangoni highway, between km 270 and km 262, in the Cuba Tao Industrial District region. The concession agreement is effective until September 2026.

financial statements 2012

95

The subsidiary has assumed the following commitments arising on the concession: a) Main extension: •

Widening of Imigrantes highway between km 41.0 and km 58.0 (downward lanes), initially estimated to be completed in the first half of 2003. This commitment was completed in advance on December 17, 2002, upon delivery of the construction project.

b) Payment of: •

Concession fee in monthly installments in amounts to be set throughout the concession period, totaling R$ 87,000 (R$ 44,857 adjusted to present value), plus adjustment based on the IGP-M variation.

•

3% of the revenues derived from the operation of the highway system.

At the end of the concession period, all reversible assets, rights and privileges related to the operation of the highway system will return to the Concession Grantor. The concessionaire will be entitled to compensation for the amortized or depreciated balance of the assets acquired or investments made in the last five years of the concession period, as duly authorized by the Concession Grantor. The concession agreement of Ecovias was classified as an intangible asset. The intangible asset is recognized to the extent it has the right to charge from users the public services. Construction costs and revenue are recognized pursuant to the concession agreement as follows:

Construction revenue Construction costs

12/31/2012

12/31/2011

75,956

73,343

(75,956)

(73,343)

-

-

As at December 31, 2012, the investments made to meet the Company’s future commitments are estimated at R$ 412,258 (R$ 450,163 at December 31, 2011). Pursuant to the Resolution issued by Executive Board of the São Paulo State Regulatory Agency for Delegated Public Services (“ARTESP” or “Concession Grantor”), dated July 27, 2011, the Concession Grantor has prepared, and the Company has approved the Modifying Addendum (“TAM”) on December 15, 2011, which provides for the replacement of the toll adjustment index, from the IGP-M to the IPCA, in order to standardize the highway toll adjustment system, by keeping adjustment on an annual basis and the base month. The change in the adjustment index will give rise to the annual contractual review by the Concession Grantor in order to identify any economic imbalance arising from the use of the new index, which can determine the restoration of balance on behalf of the Company or the Concession Grantor, through the change in the concession term or as otherwise mutually agreed among the parties. The TAM provisions will come into effect on July 1, 2013, contingent on the authorization of the Logistics and Transportation State Secretary.

96

ECORODOVIAS

Rodovia das Cataratas S.A. - Ecocataratas

Rodovia das Cataratas S.A. - Ecocataratas was incorporated on November 3, 1997 to operate Lot 003 of BR-277 highway, which is a 387.1-km stretch located between the city of Guarapuava, central region of the State of Paraná, and the city of Foz do Iguaçu, in the west end of the same State, as provided for in the concession agreement entered into on November 14, 1997, resulting from the international bid 003/96 DER/PR, granted by the Paraná State, through the collection of toll and provision of related, auxiliary and supplementary concession services, including, but not limited to, construction work and recovery, improvement, upkeep and operation services, operating capacity growth and main highway exploitation and recovery, upkeep and maintenance of highway stretches to access Lot 003, as well as development and application of signaling, information, communication and security systems, weight gauging services, car mechanical and trailing services and medical services. This concession agreement contains several terms that are being discussed, including in courts, since the end of 2002 by Ecocataratas’s management and the State Government of Paraná. The term of Ecocataratas is indefinite but it will be extended at least over the 24-year period of concession (the final concession term is November 13, 2021). On February 7, 2008, EcoRodovias Concessões e Serviços S.A. acquired the share control of Ecocataratas, with the transfer of all its shares. Ecocataratas has assumed the following commitments arising on the concession: a) Payment of annual inspection fee of R$ 77 in 12 monthly installments during the agreement term, adjusted proportionally to the adjustment of tolls. As at December 31, 2012, the adjusted installment is R$216. b) Renovation, routine maintenance, and upkeep of pavement in highway access roads, as follows (except operation): •

7.64 km of the PR-474 highway access road between BR-277 and the city of Campo Bonito, PR.

•

37.03 km of the PR-180 highway access road between BR-277 and the Juvinópolis district in the city of Cascavel, PR.

•

13.58 km of the PR-590 highway access road between BR-277 and the city of Ramilândia, PR.

•

13.59 km of the PR-874 highway access road to the Tourist Resort in the city of Santa Terezinha de Itaipu, PR.

The above-mentioned amounts are adjusted proportionally to and on the same adjustment date as the tolls. The assets comprising the concession are the highways and access highway stretches comprising the system, including all buildings and other personal properties and real estate, that might be assigned by the Highway Department (DER) to Ecocataratas, on a temporary basis, so that services are not discontinued. The concession agreement of Ecocataratas was classified as an intangible asset. The intangible asset is recognized to the extent it has the right to charge from users the public services.

financial statements 2012

97

Construction costs and revenue are recognized pursuant to the concession agreement as follows: 12/31/2012 Construction revenue Construction costs

12/31/2011

50,661

6,437

(50,661)

(6,437)

-

-

There was no change in the concession agreement during the year. According to the concession agreement, Ecocataratas does not have future commitments; the construction work was performed to maintain the highway system. Concessionária das Rodovias Ayrton Senna e Carvalho Pinto S.A. - Ecopistas

Concessionária das Rodovias Ayrton Senna e Carvalho Pinto S.A. - Ecopistas started to operate on June 18, 2009, with the agreement being effective through June 2039. It is engaged, under the concession regime, in exploiting, through payment of toll and accessory revenues, based on the terms and limits of the concession agreement, the set of highway lanes of Ayrton Senna-Carvalho Pinto corridor, related rights of way and buildings, facilities and equipment therein, comprising: a) SP-070 - Ayrton Senna and Carvalho Pinto Highways: initial stretch from km 11, end of the Marginal Tietê avenue, in São Paulo, SP, to km 190; and end stretch from km 130 and km 400, in the intersection with BR-116, between km 117 and km 400, Taubaté, SP. b) SP-019 - initial stretch between km 0 and km 000, in the intersection with SP-070, between km 19 and km 300, Guarulhos, SP; and end stretch between km 2 and km 400, start of the Cumbica Airport area, Guarulhos, SP. c) SPI-179/060 - interconnection Ayrton Senna x Rodovia Presidente Dutra: initial stretch between km 0 and km 000, in the intersection with BR-116, between km 179 and km 000, Guararema, SP; and end stretch between km 5 and km 400, in the intersection with SP-070, between km 60 and km 300, Guararema, SP. d) SPI-035/056 - Itaquaquecetuba interconnection: initial stretch between km 0 and km 000, in the intersection with SP-056, between km 35 and km 000, Itaquaquecetuba, SP; and end stretch between km 0 and km 880, in the intersection with SP-070, between km 35 and km 700, Itaquaquecetuba, SP. e) SP-099 - Tamoios Highway: initial stretch between km 4 and km 500, São José dos Campos, SP; and end stretch between km 11 and km 500, São José dos Campos, SP. f)

SP-070 - highway stretch to be built with 6.8 km length: extension until SP-125, Taubaté, SP.

g) Crossroads, stretches, bridges and structural works, and complementary facilities urban or road SP-070 highway (Ayrton Senna and Carvalho Pinto highways), granted to Dersa Desenvolvimento Rodoviário S.A. during the concession period, which total approximately 2 km and are located in km 45 (intersection with SP-088) and km 111 (intersection with SP-103).

98

ECORODOVIAS

Ecopistas has assumed the following commitments arising from the concession: •

Payment of concession fee obligations, totaling R$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 will be paid in 18 monthly installments. The last obligation was paid on December 31, 2010.

•

The 3% payment on total revenue earned as variable lien.

Whenever the financial and economic balance of the concession agreement may be recovered, such recovery will be implemented based on the effects of the triggering events, by means of: a) Extension of the concession term. b) Tariff review. c) Review of the investment schedule. d) Use of fixed lien. e) Use of treasury grants. f)

Joint use of one or more categories.

The assets comprising the concession are all equipment, machinery, devices, accessories and, in general, all other assets linked to the exploitation and maintenance of the current system, transferred to the concessionaire, as well as the assets acquired by the concessionaire, over the concession term, used to explore the highway system. After end of concession, all reversible assets, rights and privileges linked to the highway system exploitation, transferred to the Company or implemented by the Company under the scope of the concession, will be returned to the Concession Grantor. The concession agreement of Ecopistas was classified as intangible asset. The intangible asset is recognized to the extent it has the right to charge from users the public services. The concession agreement may be terminated at the concessionaire’s request, in the case of nonperformance of obligations, by means of a lawsuit specifically filed to this end; however, the services provided by Ecopistas cannot be discontinued or interrupted until a court decision terminating the agreement is issued. Construction costs and revenue are recognized pursuant to the concession agreement as follows: 12/31/2012 Construction revenue Construction costs

12/31/2011

113,633

64,478

(113,633)

(64,478)

-

-

As at December 31, 2012, the investments made to meet the Company’s future commitments are estimated at R$213,813 (R$329,633 at December 31, 2011).

financial statements 2012

99

Concessionária das Rodovias do Sul S.A. - Ecosul

Concessionária das Rodovias do Sul S.A. - Ecosul was incorporated on January 19, 1998, whose concession agreement was signed on July 15, 1998, operations started on July 24, 1998 and toll charging started on March 4, 2001. Ecosul is engaged only in operating, on a concession basis, the following highways and stretches included in the so-called Pelotas Hub: Highway

Stretch

BR-116 BR-116 BR-293 BR-392 BR-392

Pelotas/Camaquã Pelotas/Jaguarão Pelotas/Bagé Pelotas/Rio Grande Pelotas/Santana da Boa Vista

Length (km) 123.4 137.1 161.1 73.8 128.4

The 25-year toll concession (after toll begins to be charged) comprises maintenance and improvement of operation systems, recovery of existing highways, preventive maintenance, and implementation of traffic control and user service systems. At the end of the concession period, in March 2026, all reversible assets, rights and privileges related to the operation of the highway system will return to the Concession Grantor. The concessionaire has assumed the following commitments arising from the concession: a) Inspection rate: calculated as 1% on toll revenue and accrued monthly to be paid to the National Ground Transportation Agency (ANTT). b) Renovation, routine maintenance, and pavement maintenance of the five highway stretches that form the system, totaling a length of 623.8 km as estimated in the operating costs and investments schedules of the exploration program. The concession agreement of Ecosul was classified as an intangible asset. The intangible asset is recognized to the extent it has the right to charge from users the public services. Construction costs and revenue are recognized pursuant to the concession agreement as follows: 12/31/2012 Construction revenue Construction costs

12/31/2011

29,546

31,546

(29,546)

(31,546)

-

-

As at December 31, 2012, the investments made to meet Ecosul’s future commitments are estimated at R$68,137 (R$70,475 at December 31, 2011). There was no change in the concession agreement during the year.

100

ECORODOVIAS

ECO101 Concessionária de Rodovias S.A.

ECO101 Concessionária de Rodovias S.A., incorporate on March 22, 2012, is engaged in the operation of the BR-101 ES/BA Highway System concession, under a federal concession, including the exploration of subsidiary revenues. ECO 101’s highway system extends for 475.9 km, comprising the following stretch: • B  R-101-ES/BA, consisting of the stretch between the intersection with BA-698, in the exit to the city of Mucuri, BA, and the border between the states of Rio de Janeiro and Espírito Santo (excluding the bridge), at the beginning of the stretch operated by concessionaire Autopista Fluminense S.A., namely: 390.4 km of single-lane highway, 52.4 km of single-lane highway with an extra lane (3rd lane), and 33.1 km of double-lane highway. Due to the suspension of the calendar for processing ANTT’s Bid Notice, the Concession Agreement has not yet been executed and, therefore, ECO101 has not yet started to provide its services. As soon as ANTT publishes a new notice on the calendar, with the Concession Agreement execution date, ECO101 will be available to execute it. ECO101 will start its operations as the Concessionaire of BR-101’s stretch described above within 30 days after the Concession Agreement execution because of the need to sign the Asset Inventory and Transfer Statement.

39. INFORMATION ON THE CONCESSION AGREEMENT OF SUBSIDIARIES ECOVIA, ECOCATARATAS, AND tecondi Subsidiaries Concessionária Ecovia Caminho do Mar S.A. and Rodovia das Cataratas S.A. - Ecocataratas are part of the Paraná State concession program, duly bid and contracted in 1997, in conjunction with four other concessionaires. The concession termination date is November 2021. The former Paraná State Administration 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 in 2003 and 2010, attempt to nullify current amendments and consideration of accounting data to the detriment of regular contractual data. The Paraná State concessionaires have succeeded in all the litigation fronts. The contractual tariff adjustments in 2003 to 2010, systematically denied by the State of Paraná, were implemented under court orders and are in effect. Both Ecovia and Ecocataratas seek, through lawsuits in Federal Courts, recognition of events that unbalanced the concession contracts. If such events are recognized, they will lead to the right to reinstatement of the original economic/financial status of the contracts. A new State administration was elected and taken office, with which the concessionaries initiated an amicable renegotiation of the concession agreements. To allow for these negotiations, the parties filed joint petitions to suspend the lawsuits challenging the agreements, most of which has already be granted. Management analyzed these matters in detail and concluded that even though there are risks related to the final decisions on the ongoing lawsuits, the likelihood that these events materially impact its financial positions and the results of the operations of the Company and its subsidiaries is less than probable, and that it is not currently possible to estimate the deadline for the termination of these lawsuits, even if no final decisions are expected to be made in the next 12 months.

financial statements 2012

101

Terminal para Contêineres da Margem Direita S.A. (“Tecondi”)

The expected term of the lease agreement entered into among Companhia Docas do Estado de São Paulo - CODESP and Tecondi is 25 years. Five addenda to the agreement were entered into; however, these addenda did not change the term of the agreement, which will be terminated on June 12, 2023. Although the agreement provides for an extension in Clause Sixteen, it does not provide for automatic extension and determined that any such extension must be requested, in writing, by Tecondi. The agreement sets forth that any such request should be made twelve months prior to the termination of the agreement and that CODESP will evaluate Tecondi’s performance. Additionally, if current Resolution 2240/2011 issued by ANTAQ is applied, Tecondi’s request should also be supported by a feasibility study and should provide the information necessary for evaluating the financial and economic balance of the new contractual conditions. Thereafter, Tecondi should, when requesting the extension, attach the feasibility study to its request, according to the model proposed by ANTAQ (Technical Instruction 25/2009). Accordingly, in view of the currently prevailing laws, Management believes that the likelihood of extending the lease agreement are high, provided that Tecondi’s current performance is maintained and subject to the provisions set out in Resolution 2240/2011 issued by ANTAQ, in particular the feasibility study for the new contractual term. Therefore, the public interest in the continuance of the agreement will be maintained and Tecondi will rely on it. Two attached class actions 0010874-75.2002.403.6104 (2002.61.04.010874-9), which are in progress before the 1st Civil Court of Santos, challenging the validity of the agreement and its addenda, as well as proceeding 012.194/2002-1 filed by the Federal Court of Auditors (TCU), which at the lower administrative court decided not to extend the agreement, are pending a final and unappealable decision. Despite the decisions handed down by the lower court, Management considers the likelihood of reversal of these claims and a favorable decision on such lawsuits, which will enable the agreement to be extended, in line with the jurisprudence of superior courts and prevailing legal doctrine. The lawsuits referred to above are pending judgment of appeals filed by Tecondi and the administrative proceeding is pending judgment of motions to clarify also filed by Tecondi.

40. cash flows a) The activities that did not affect cash refer to the acquisition of operating equipment, detailed in notes 15 and 16, and the corporate restructuring transactions, as described in note 4.b). b) Dividends received Treated as investing activities.

41. ISEGMENT REPORTING - CONSOLIDATED (IFRS & BR GAAP) The 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.

102

ECORODOVIAS

The main segmentation in the Company’s business is based on: a) Concessions The road modal is the longest and most developed transportation modal in Brazil. The road concessions interconnect the industrial, production, consumption and domestic tourism centers, the three largest ports of Brazil (Santos, Paranaguá and Rio Grande), in addition to provide access to other countries of the Mercosur. b) Logistics The logistics systems comprise the interconnection of the EcoRodovias Group’s road concessions and are located in strategic areas in the Brazilian territory with logistics platforms, aiming at integrating intermodal logistics terminals, port terminals, bonded terminals, distribution centers, customs and ports, as well as providing integrated logistics services, aiming at unique added value. c) Holding company and services Refer to EcoRodovias Infraestrutura. This segment comprises the operation of automatic toll payment and parking services Sem Parar, Via Fácil, and Onda Livre. The holding company is responsible for implementing the Automated Vehicle Identification (IAV) in Brazil. d) Ports Beginning May 31, 2012 with the acquisition of the Tecondi Hub companies, the Company started to conduct port operations, as well as import and export cargo handling and warehousing activities, in its own terminal in the Port of Santos. As at December 31, 2012, net revenue by segment is represented as follows: •

Concessions: 71.37%.

•

Logistics: 11.08%.

•

Holding and services: 2.27%.

•

Ports: 15.28%.

The accounting policies for each segment are the same as those described in note 2. The performance of the Company’s segments was assessed based on the net operating income, profit for the year, and noncurrent assets. This measurement basis excludes the effects of interest, income tax and social contribution, and depreciation and amortization. The tables below include summarized financial information relating to the segments December 31, 2012 and 2011. The amounts of net income and total assets provided to the Executive Committee comply with the balances recorded in the interim information, as well as with the accounting policies used:

financial statements 2012

103

Profit or loss accounts

Concessions

Logistics

1,875,939

266,938

(1,018,330)

(258,947)

(157,066)

(27,803)

33,897

9,289

Finance costs

(240,858)

(34,521)

Current and deferred income tax and social contribution

(218,374)

(13,586)

434,962

26,944

Concessions

Logistics

1,551,572

245,847

Costs and expenses

(809,077)

(216,383)

Depreciation and amortization

(129,006)

(14,071)

36,900

15,516

Finance costs

(198,282)

(38,359)

Current and deferred income tax and social contribution

(188,386)

(10,115)

392,531

5,611

Net revenue Costs and expenses Depreciation and amortization Finance income

Profit (loss)

Net revenue

Finance income

Profit (loss)

104

ECORODOVIAS

12/31/2012 Ports

Holding and services

Combined profit or loss

Elimination

Consolidation

368,039

60,058

2,570,974

(161,867)

2,409,107

(320,085)

(91,311)

(1,688,673)

183,347

(1,505,326)

(16,964)

(6,808)

(208,641)

(28,785)

(237,426)

20,364

19,457

83,007

(450)

82,557

(12,541)

(35,900)

(323,820)

(23,689)

(347,509)

(16,089)

(6,455)

(254,504)

(6,552)

(261,056)

36,301

440,038

938,245

(516,173)

422,072

Holding and services

Combined profit or loss

Elimination

Consolidation

150,913

1,948,332

(120,961)

1,827,371

(120,818)

(1,146,278)

107,355

(1,038,923)

(11,142)

(154,219)

(14,011)

(168,230)

82,288

134,704

(27,375)

107,329

(81,087)

(317,728)

27,319

(290,409)

(19,121)

(217, 622)

-

(217,622)

7,321

405,463

(22,446)

383,017

12/31/2011

financial statements 2012

105

Balance sheet accounts

Concessions

Logistics

218,667

204,622

Noncurrent assets

2,786,095

376,547

Total assets

3,004,762

581,169

582,408

62,154

Noncurrent liabilities

1,643,034

264,082

Equity - consolidated

779,320

254,932

3,004,762

581,168

Concessions

Logistics

349,608

141,429

Noncurrent assets

2,439,243

400,216

Total assets

2,788,851

541,645

Current liabilities

618,467

61,140

Noncurrent liabilities

996,760

236,613

Equity - consolidated

1,173,624

243,892

Total liabilities

2,788,851

541,645

Current assets

Current liabilities

Total liabilities

Current assets

106

ECORODOVIAS

12/31/2012 Ports

Holding and services

Combined

Elimination

Consolidated

294,223

630,006

1,347,518

(37,737)

1,309,781

754,800

2,259,163

6,176,605

(1,290,430)

4,886,175

1,049,023

2,889,169

7,524,123

(1,328,167)

6,195,956

180,427

686,750

1,511,739

(77,303)

1,434,436

751,836

737

2,659,689

(23,656)

2,636,033

116,760

2,201,682

3,353,694

(1,227,207)

2,125,487

1,049,023

2,889,169

7,524,122

(1,328,166)

6,195,956

Holding and services

Combined

Elimination

Consolidated

831,665

1,322,702

(445,070)

877,632

2,639,972

5,479,431

(2,216,098)

3,263,333

3,471,637

6,802,133

(2,661,168)

4,140,965

363,339

1,042,946

(181,016)

861,930

340,705

1,574,078

(180,144)

1,393,934

2,767,593

4,185,109

(2,300,008)

1,885,101

3,471,637

6,802,133

(2,661,168)

4,140,965

12/31/2011

financial statements 2012

107

42. CONSOLIDATED FINANCIAL STATEMENTS The main balances of subsidiaries included in the consolidated financial statements are as follows:

ASSETS Current assets

Non current assets

Total

Current liabilities

18,058

30,246

48,304

16,508

233,401

468,887

702,288

58,421

304

28,771

29,075

533

Elog

-

-

-

-

Ecopátio Imigrantes

-

-

-

-

5,632

143,729

149,361

3,747

-

11,000

11,000

-

146

28,236

28,382

232

173,475

1,416,313

1,589,788

22,849

43,486

889,881

933,367

80,934

109,745

1,024,945

1,134,690

360,671

Ecosul

12,209

130,791

143,000

86,808

Ecovia

12,900

154,708

167,608

128,424

Ecocataratas

18,770

480,531

499,301

65,026

STP

97,576

16,418

113,994

92,925

Ecoporto Holding

-

-

-

-

ABA Porto Particip. S.A.

-

-

-

-

232,839

668,674

901,513

164,211

Termares

34,174

73,433

107,607

11,263

Termlog Transp. e Logística

27,210

12,694

39,904

4,953

-

-

-

-

68,552

5,641

74,193

649

463,877

2,237,105

2,700,982

593,183

1,552,354

7,822,003

9,374,357

1,691,337

(242,573)

(2,935,828)

(3,178,401)

(256,901)

1,309,781

4,886,175

6,195,956

1,434,436

Elog Sul Elog S.A. (formerly Elog Sudeste S.A.) ELG-01

Ecopátio Cubatão Paquetá Participações Anish EcoRodovias Concessões Ecopistas Ecovias

Tecondi

CFF Participações Ltda. ECO101 EcoRodovias Infraestrutura Subtotal Eliminations Total

108

Lia

ECORODOVIAS

12/31/2012

abilities and shareholders’ equity

Income statement

Noncurrent liabilities

Shareholders’ equity

Total

Net revenue

Gross profit

Operating income

Profit (loss) for the year

4,420

27,376

48,304

85,374

40,192

27,101

18,492

325,202

318,665

702,288

207,215

54,525

6,965

7,737

-

28,542

29,075

-

-

(5,248)

(5,248)

-

-

-

-

-

46,434

38,455

-

-

-

9,091

7,397

3,085

2,050

631

144,983

149,361

34,123

(297)

(5,881)

(6,013)

-

11,000

11,000

-

-

(12)

(12)

-

28,150

28,382

-

(561)

(4,282)

(4,282)

790,824

776,115

1,589,788

109,373

45,362

437,200

436,431

617,300

235,133

933,367

316,326

128,027

44,007

29,018

204,549

569,470

1,134,690

824,431

503,526

393,162

266,768

24,143

32,049

143,000

165,252

98,762

79,603

52,671

12,921

26,263

167,608

208,473

120,747

95,044

63,148

107,414

326,861

499,301

252,083

93,999

54,322

36,929

495

20,574

113,994

60,058

39,973

26,959

17,966

-

-

-

-

(4,791)

12,083

8,621

-

-

-

-

(25)

51,869

49,551

724,709

12,593

901,513

262,083

88,012

11,705

587

17,065

79,279

107,607

79,602

49,634

25,285

16,544

10,062

24,889

39,904

26,354

16,253

15,400

14,470

-

-

-

-

(12)

29,295

29,295

13

73,531

74,193

-

(1,374)

(1,469)

(1,469)

223

2,107,576

2,700,982

-

-

419,534

422,072

2,839,971

4,843,049

9,374,357

2,639,838

1,279,349

1,762,161

1,493,781

(203,938)

(2,717,562)

(3,178,401)

(230,731)

(32,592)

(1,074,060)

(1,071,709)

2,636,033

2,125,487

6,195,956

2,409,107

1,246,757

688,101

422,072

financial statements 2012

109

ASSETS

Liab

Current assets

Non current assets

Total

Current liabilities

Elog Sul

16,773

24,013

40,786

11,214

Elog S.A. (formerly Elog Sudeste S.A.)

39,104

73,734

112,838

40,882

105

23,665

23,770

5

80,081

424,058

504,139

33,950

Ecopátio Imigrantes

1,738

64,840

66,578

5,186

Ecopátio Cubatão

6,531

144,468

150,999

24,615

-

11,000

11,000

-

121

23,439

23,560

99

EcoRodovias Concessões

481,314

960,485

1,441,799

335,912

Ecopistas

123,681

780,581

904,262

238,005

Ecovias

112,951

1,007,844

1,120,795

408,240

Ecosul

21,088

111,906

132,994

64,660

Ecovia

31,490

115,717

147,207

102,794

Ecocataratas

19,565

453,365

472,930

93,721

STP

82,504

14,853

97,357

79,908

Ecoporto Holding

-

1

1

-

EIL-01

-

1

1

-

234,194

1,667,532

1,901,726

16,990

1,251,240

5,901,502

7,152,742

1,456,181

(373,608)

(2,638,169)

(3,011,777)

(594,251)

877,632

3,263,333

4,140,965

861,930

ELG-01 Elog

Paquetá Participações Anish

EcoRodovias Infraestrutura Subtotal Eliminations Total

43. APPROVAL OF FINANCIAL STATEMENTS

The Company’s and its subsidiaries’ financial statements were approved by the Executive Committee for remittance to the Board

110

ECORODOVIAS

12/31/2011

bilities and shareholders’ equity

Income statement

Noncurrent liabilities

Shareholders’ equity

Total

Net revenue

Gross profit

Operating income

Profit (loss) for the year

7,411

22,161

40,786

73,007

41,853

16,173

10,925

12,441

59,515

112,838

197,496

55,285

28,340

21,694

-

23,765

23,770

-

-

(608)

(608)

168,521

301,668

504,139

-

-

(15,876)

(15,876)

42,177

19,215

66,578

9,280

7,815

2,279

1,529

49,651

76,733

150,999

27,526

271

(10,171)

(10,171)

-

11,000

11,000

-

-

-

-

6

23,455

23,560

-

-

(480)

(480)

248,546

857,341

1,441,799

103,782

51,279

376,598

369,033

453,312

212,945

904,262

250,252

113,844

31,151

20,548

340,072

372,483

1,120,795

771,772

464,345

356,477

242,718

37,918

30,416

132,994

156,305

83,795

68,694

45,494

15,717

28,696

147,207

179,283

101,725

80,265

53,447

80,594

298,615

472,930

193,961

84,712

44,330

30,324

220

17,229

97,357

47,131

32,410

21,622

14,516

-

1

1

-

-

(8)

(8)

-

1

1

-

-

-

-

2,677

1,882,059

1,901,726

-

179

387,468

383,017

1,459,263

4,237,298

7,152,742

2,009,795

1,037,513

1,386,254

1,166,102

(65,329)

(2,352,197)

(3,011,777)

(182,424)

(20,965)

(781,066)

(778,536)

1,393,934

1,885,101

4,140,965

1,827,371

1,016,548

605,188

387,566

d of Directors on March 4, 2013.

financial statements 2012

111

INDEPENDENT AUDITOR’S REPORT To the Management and of Shareholders of EcoRodovias Infraestrutura e Logística S.A. São Paulo - SP

We have audited the accompanying individual and financial statements of EcoRodovias Infraestrutura e Logística S.A. (“Company”), identified as Company and Consolidated, respectively, which comprise the balance sheet as at December 31, 2012, and the income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with accounting practices adopted in Brazil and the consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs), issued by the International Accounting Standards Board (IASB), and in accordance with accounting practices adopted in Brazil, 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.

Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with Brazilian and International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements 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 Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

112

ECORODOVIAS

Opinion on the individual financial statements In our opinion, the individual financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2012, and its financial performance and its cash flows for the year then ended in accordance with accounting practices adopted in Brazil.

Opinion on the consolidated financial statements In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2012, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) and accounting practices adopted in Brazil.

Emphasis of matter We draw attention to Note 2 to the financial statements, which states that the individual financial statements have been prepared in accordance with accounting practices adopted in Brazil. In the case of the Company, these practices differ from IFRSs applicable to the separate financial statements only with respect to the valuation of investments in subsidiaries by the equity method of accounting of accounting, while for IFRS purposes these investments would be measured at fair value. Our opinion is not qualified with regard to this matter.

Other matters We have also audited the individual and consolidated statements of value added (“DVA”), for the year ended December 31, 2012, prepared under the responsibility of the Company’s management, the presentation of which is required by the Brazilian Corporate Law for publicly-traded companies applicable to the preparation of financial statements, and as supplemental information for IFRS that does not require a presentation of DVA. These statements were subject to the same auditing procedures described above and, in our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole. The accompanying financial statements have been translated into English for the convenience of readers outside Brazil. São Paulo, March 4, 2013 DELOITTE TOUCHE TOHMATSU Ismar de Moura Auditores Independentes Engagement Partner CRC nº 2 SP 011609/O-8 CRC nº 1 SP 179631/O-2

financial statements 2012

113