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2012 Annual sustainability report—

Message from the CEO

Summary of the Sections

Profile

Corporate Governance

Scenario and Strategy

Economic-Financial Performance

Operational Performance

Social and Environmental Performance

About the Report

Application Level of the Report

Attachment

Corporate Information

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104108

Summary—

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 as-sets 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, reach-ing 207.3 million equivalent paying vehicles in 2012, 3.5% higher than in 2011.

We have improved the operation of our busi-ness units and, since the end of 2011, intensi-fied 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-

ing 64,0% of the shares. (The remaining 36,0% are outstanding shares.)*.

In 2012 we also celebrated the 10th anniver-sary 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 low-est 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 consis-tency of our multidisciplinary management, which adopts the best corporate governance

—*The change occurred in January 2013.

Message from the CEO [GRI 1.1] —

2 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 Compa-nies 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.

Our growth perspectives and our new business expansion activities in logistics and highway in-frastructure are positive. We operate in the main tourism and foreign trade corridors, connected to important areas of multimodal transporta-tion 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 conces-sions, 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 profit-ability to shareholders and return to investors. To meet this challenge, we will remain focused on strategic planning and sustainable develop-ment. 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 SerasCEO

Ecopistas

32012 ANNUAL SUSTAINABILITY REPORT

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 princi-ples of transparency, equity, justice, and respect for company stakeholders. These are values that motivate accountability for financial develop-ment and social and environmental actions promoted by the organization.

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 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 manage-ment in the search for consensus among its members, strengthening, in practice, the con-cept 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 seg-ment that represents companies with the best

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 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.

Corporate risk management represents another important aspect of governance, as it is con-ducted 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 iden-tify, 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 Stan-dard (Best Practices and Principles in Corporate Risk Management).

Summary

Corporate Governance —

ECORODOVIAS4

EcoRodovias has a strong presence in major tourism and international trade routes, con-necting important areas of multimodal trans-portation 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 Cresci-mento—PAC) continue, with significant partici-pation 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.

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.

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 sus-tainable 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 ma-jor 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 warehous-ing 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 empha-sis on environmental education programs at public schools, and reforestation of the areas surround-ing 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 de-veloped for the short and middle terms, focusing on the Group’s Mission, Values, and Growth Plan.

Summary

Scenario and Strategy—

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


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 rev-enue 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 deriv-ing from the annual salary adjustment (refer-ence date); and the increase in depreciation and amortization given the larger base of assets in the segments of highway concessions and logistics.

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 consoli-dated 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 interna-tional regulations.

EcoRodovias ended the 2012 fiscal period with cash, cash equivalent, and financial investments on securities in the amount of R$ 1,026.1 mil-lion. 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.

Summary

Economic-Financial Performance —

ECORODOVIAS6

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

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.

In the first year under EcoRodovias’s administra-tion, 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 as-pect 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: in-novative paving technology (asphalt with the addi-tion of crumb rubber and polymers); cutting-edge safety solutions (crash barriers and impact at-tenuating 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 cur-rent toll plazas and 150 associated parking lots.

Summary

Operational Performance—

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.


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 ac-tions 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.

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)

EcoRodovias maintains a program that encour-ages recycling. Under this guideline, all variet-ies 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 com-pany leaders to reduce GHG emissions, manage climate risks, and propose public policies.

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

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.

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

In the communities located in the vicinities of the highways, the Group promotes several traffic safety campaigns and conducts social work on environ-mental 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.

Summary

Social and environmental performance —

ECORODOVIAS8

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 VisionTo be, in a sustainable manner, the most profit-able infrastructure and logistics services inte-grator in the country.

Mission, Vision and Code of Conduct—

Corporate Code of ConduCt [GRI 4.6, SO4]

This document guides the conduct and be-havior 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; de-termines unacceptable practices; and estab-lishes 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 legis-lation on fair competition, professional relation-ships, 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: <www.ecorodovias.com.br>

The Corporate Code of Conduct communicates values such as ethics, respect, and transparency, which are cross-sectionally validated in the day-to-day routine of each business unit. The text of the document is revised every two years.


Ecovias

Profile

1,450 km—of highways adminis-trated.

64%—of the shares are held by Primav, which became majority shareholder of the EcoRodovias Group.

36%—of the remaining shares are on the capital market.

1


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

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

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*.

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

The EcoRodovias operates five highway conces-sions: 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 corri-dors of tourism, exports, imports, and circulation of consumer goods in the domestic market. The com-panies 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 inter-est in the STP Sem Parar/Via Fácil, an electronic payment company that helps provide services to users of highways under concession.

12 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 sec-tor. 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 gradu-ally reduce environmental impacts, to foster the development of the regions where it operates, and to interact with surrounding communities.

Subsidiaries [GRI 2.2, 2.3 E 2.7]

—EcoRodovias concEssõEs E sERviçosEcoRodovias Concessões e Serviços controls the concessionaries and concentrates on the fol-lowing 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 manage-ment 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 imigRantEsThe Anchieta-Imigrantes System, managed by the EcoRodovias Group through concessionaire Ecovias dos Imigrantes since 1998, connects greater São Paulo and the industrial complex of


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, facilitat-ing 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 envi-ronmental certification ISO 14001.

EcopistasThe 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, facilitat-ing access to the north coast of the state, to the Port of São Sebastião, to the Guarulhos Interna-tional Airport, and to the tourist town of Campos

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 maRManaged 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 preserva-tion area (Área de Preservação Permanente - APP), Ecovia Caminho do Mar is currently responsible for the management of 136.7 kilo-meters. The highway is the main route for trans-porting 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 cataRatasThis is the highway concession responsible for the connection of the triple frontier be-tween 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 EcoRo-dovias Group in 2008, covers 387.1 kilometers with annual traffic flow of approximately 11 mil-lion vehicles—more than half (55,0%) of which is cargo transport. Ecocataratas also manages

176.8 km—make up the Anchieta-Imigrantes system, the largest import and export corridor in Latin America.

Ecocataratas

14 ECORODOVIAS

71.84 kilometers of state highways (PR-874, PR-590, PR-180 and PR-474).

Ecosul – Rodovias do sulIn 1998, the company was granted the con-cession for one of the largest highway conces-sion 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 BR-392/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-101ECO-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

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.)

ElogAcquired 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 stra-tegically 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.


opERating unitsCustoms 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 cubatãoWith 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 Anchieta-Imigrantes 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).

Elog imigRantEsIn 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 santosEcoporto Santos (formerly the Tecondi Complex), composed of the companies Tecondi, Termares, and Termlog, represents the most recent busi-ness acquisition of the EcoRodovias Group,

Elog Cubatão

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.

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 net-work 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 Imigran-tes Highway, positioning itself as the third larg-est container terminal in the city and the fifth largest in Brazil.

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

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%).

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 contrib-utes to traffic flow in these plazas and ensures more speed, comfort, and savings to users.

public REcognition [GRI 2.10]

Throughout 2012, EcoRodovias and its con-cessionaries 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 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.

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

•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.

3.5%—is how much vehicle traffic increasedon toll roads during the balance of 2012.


sustainability managEmEnt•Corporate Sustainability Index (ISE)—

BM&FBOVESPA. For the second consecutive year, the EcoRodovias Group was included in this portfolio.

•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).

bEst highwaysEcoRodovias 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 (Oc-cupational Safety). In 2012, the company was also prominent in the following media outlets:

•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.

Award ceremony for the Exame Sustainability Guide 2012

18 ECORODOVIAS

MAIN PERfORMANCE INdICATORS Of ThE ECOROdOvIAS GROUP [GRI 2.8; LA1; LA10]

InDICators 2010 2011 2012

EConomIC-FInanCIaL

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

EBITdA (%) 812,113 957,294 1,190,773

EBITdA Margin (%) 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

ConCEssIons anD LogIstICs

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

Traffic (in thousands of equivalent paying vehicles) 180,051 200,344 207,372

EmPLoyEEs

Number of employees* 2,002 4,062 5,805

Total investment in training (R$ thousands) 1,105 1,124 1,665.75

hours of training 101,455 102,728 90,927

ECovIvEr

Number of students 24,870 67,875 49,161

Number of teachers 1,087 1,980 1,586

Number of schools 196 340 308

Cities covered 17 22 22

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


Our History [GRI 2.9] —

1997—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).

1998—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 strategic partnership with Impregilo International Infrastructures N.V., the Impregilo S.P.A. Group, the largest publicly traded construction company in Italy.

1999—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.

2000—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.

2004—ISO 14001 certification for Ecovia Caminho do Mar (PR).

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

20 ECORODOVIAS

2006—Creation of the first logistics platform in Cubatão and launch of the Code of Corporate Conduct. —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.

2010—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.

2011—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.

2012—The EcoRodovias Group won the bid for the conces-sion of the 475.9 kilome-ters stretch of BR-101, between the states of Espírito Santo and Bahia.—Signing of amendment with the São Paulo Transpor-tation 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 ope-rations, handling, and storage of export cargo at the Port of Santos (SP).

2007—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.

2009—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 Ethics, Governance, and Sustainability Committees.—The Group became an effective member of the Brazilian platform Companies for the Climate (Empresas Pelo Clima - EPC).

Ecocataratas

Ecovia

Elog Cubatão


Work meeting

Corporate Governance

2010—was the year EcoRodovias entered BM&FBOVESPA’S Novo Mercado.

2013—marks the second year of EcoRodovias being listed in the Corporate Sustainability Index (ISE).

Three—statutory committees advise the Board of Directors.

2


The EcoRodovias Group continues to be committed to adopting the bestcorporate governance practices.

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

With the efficiency and transparency of its ma-nagement, 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 ex-ternally, 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 environ-mental 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 Ma-nagement, 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 sha-reholders and exercises professional and shared management in the systematic search for con-sensus among its members, strengthening the concept of a body with collegial decision making.

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 busi-ness 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

24 ECORODOVIAS

Ecosul

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

•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 corpo-rate conflicts

•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

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.


Board of Directors—The Board of Directors maintains an independent stance, giving priority to shareholders’ interests and to the impact of their decisions on stakehol-ders. 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 extraordina-rily whenever necessary.

The president of the Board of Directors, Marco Antonio Cassou, is not a member of the Execu-tive 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) propo-sals 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 discus-sed 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 alig-ning 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 CommiTTeeActs 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 inde-pendent audit.

PeoPle mAnAgemenT CommiTTeeProposes 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 succes-sion planning for key positions and the efficacy of the company’s talent retention process.

eThiCs CommiTTeeComposed of two members of the Board of Direc-tors and another member appointed by the Board of Directors, this committee acts in the manage-ment 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:

Website: <www.ecorodovias.com.br>

E-mail:<[email protected]>

Mail: PO Box 29226-5, CEP 04561-004, São Paulo – SP

CorPorATe susTAinAbiliTy CommiTTeeEvaluates and proposes social and environmental programs and projects; discusses corporate poli-cies 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.

governAnCe CommiTTeeMonitors and proposes improvements aimed at the optimal functioning of the corporate gover-nance model; coordinates the periodic self-eva-luation 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 impro-per 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 discipli-nary actions, including termination of employ-ment 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 Eco-vias dos Imigrantes in 2012 for misconduct in the work environment.

The activities of all concessionaries are regu-larly verified by an external audit. In the event of reports and/or suspicions of any irregularity, this audit starts internal inquiry procedures to inves-tigate the facts and possible acts of corruption.

In addition to external audits, some toll collec-tion booths have surveillance cameras. There is also a system to validate the classification of the vehicles that pass through the toll plazas, activa-ted by ground and optical sensors and specially designed video cameras.


Executive Board—Five statutory directors form the Group’s Execu-tive 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.

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.

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

28 ECORODOVIAS

Committees of the Executive Board—mAnAgemenT by ProCess CommiTTeeEstablishes management by process in the orga-nization, 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 Proces-sos - NGP).

exeCuTive CommiTTee For risk mAnAgemenT, ComPliAnCe And inTernAl ConTrolsReporting to the Audit Committee, this com-mittee 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 commit-tee also provides support for the most difficult and complex decisions of the Group.

TeChnology And inFormATion seCuriTy CommiTTeeExecutes 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 Bra-zilian 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 confiden-tial affairs, and manages insider trading issues.

susTAinAbiliTy CommiTTee oF business uniTsDisseminates the corporate culture of socially responsible management and carries out the dia-logue with various stakeholders with the objec-tive of proposing and executing new policies to improve management; facilitates the internal pro-cess to adopt the reporting model of the Global Reporting Initiative (GRI); evaluates, suggests, executes, and monitors social responsibility pro-grams and projects.

sTrATegy And mAnAgemenT CommiTTeeAims at establishing the strategic guidelines de-fined 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 indica-tors; stimulates the debate on necessary adjust-ments 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.


Résumés of the members of the Board of Directors, the Executive Board, and the Committees are available on the website <www.ecorodovias.com.br/ri>, 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.

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 stakehol-ders. The most important are the following:

FinancialPolicy– the guidelines and the finan-cial master plan guide the activities of the area relating to decisions and evaluations, invest-ments, management, and working capital.

DisclosurePolicy– offers the market, the press, and other stakeholders the highest transparency and reliability standards in disclosing relevant facts.

PolicyofTransactionswithThirdParties– establi-shes and discloses criteria to hire third parties to execute work, provide services, and supply materials and the raw material that make up the

30 ECORODOVIAS

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

DividendDistributionPolicy– determines the an-nual distribution of a minimum value equivalent to 50% of the company’s adjusted net earnings, cal-culated based on article 189 of Law No. 6404/76 of the Law of Corporations, in the form of divi-dends and/or interest on shareholders’ equity.

SustainabilityGuidelines– organized and divided into eight areas that guide the Group’s activities, with the following assumptions:

1Quality operate the management system gui-ded by NBR ISO 9001, addressing the needs of the business units. Guarantee that all employees are duly qualified to perform their activities. Pro-mote an appropriate work environment that meets clients’ needs, among other responsibilities.

Ecovias

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

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

3 Environment implement and operate a ma-nagement system guided by NBR ISO 14001, which addresses the needs of business units; prioritize rational use of natural resources th-rough programs and campaigns; maintain and test equipment to reduce the emission of conta-minants, among otherresponsibilities.

4ClimateChange plan and execute actions that reduce the emission of greenhouse gases (GHG) by the activities of the company; promote the de-velopment of internal projects that aim at energy efficiency; ensure the use of clean/renewable fuels in the operations of the Group and its ser-vice providers; maintain permanent preservation areas in locations owned by EcoRodovias or adja-cent to its operations, etc.


5 Social Responsibility establish and main-tain 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 provi-ders know and observe the Group’s internal stan-dards on workplace safety, among other respon-sibilities.

7Ombudsman’sOffice ensure that complaints and suggestions from stakeholders are recei-ved; contribute to the strengthening of citizen-ship and transparency; ensure that the units’ Ombudsman’s offices are accessible to all sta-keholders and practice confidentiality and pri-vacy, among other responsibilities.

8ConflictofInterest 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: <www.ecorodovias.com.br>.

Risk Management [GRI 1.2, 4.11]

—Corporate risk management represents a fun-damental 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 Interna-tional Standard ISO 31000. Both references provide guidelines and cover principles and best practices in corporate risk management.

At EcoRodovias, risk management is a conti-nuous 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 plan-ning, management by process, and projects in a relevant, effective, and efficient way.

The approach to risk management at EcoRo-dovias 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 respon-sibility (holding and business units). Classifica-tion per type identified aims at establishing a common risk language within the company.

32 ECORODOVIAS

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

Strategicrisks, associated with senior mana-gement decision making, could result in a bigger loss in the company’s market value. They are managed by the Board of Directors and the Exe-cutive Board with the support of their commit-tees. In turn, financialrisks (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 operationalrisks, they are associated with the occurrence of losses (assets, clients, and revenue) resulting from flaws, fraud, defi-ciencies, 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, de-gradation, or interruption (total or partial) of ac-tivities, 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.

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


Ecocataratas

Scenario and Strategy

R$ 370 bi—is the investment planned by the Federal Government for concessions in transport over the next 30 years.

86.7%—of users positively evaluate the highways under concession*.

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

3

—*16th edition of the CNT Highway Survey.


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.

Scenario and Strategy—

Highway concession operators envision a promis-ing 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 op-portunities and make it possible to improve gen-eral 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

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 Pro-gram (Programa de Aceleração do Crescimento — PAC) investments continue, with great partici-pation 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.

36 ECORODOVIAS

Combined with these positive expectations, increases are also forecasted in the movement of cargo at ports — the area of EcoRodovias Eco-porto 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.

Ecoporto Santos (formerly the Tecondi Complex)

—*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.

Soundness and Profitability [GRI 1.1]

—EcoRodovias aims at consolidating its operations to position itself as the best intermodal logis-tics infrastructure company in Brazil. In order to achieve this goal, the company remains focused on the strategic planning of sustainable develop-ment, financial soundness and discipline, and the profitability of the subsidiaries through medium- and 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, con-necting 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).


The Group plans to increase its participation in new areas of business, especially in the highway, port, and airport sectors, partici-pating 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 continu-ing occasional partnerships with other compa-nies to confer excellence to the management of new businesses. The objective is to maintain investments with a capital discipline and gover-nance 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 lo-gistics 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 BidThe 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 EcoRo-dovias and SBS Engenharia. The signing took place following the decision by the Supreme Court (Supe-rior Tribunal de Justiça - STJ), issued on the previous day by its President, Minister Felix Fischer, over-turning 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 Jan-uary 18), is authorized to take over the concession to manage the 475.9 kilometer stretch. The conces-sion 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).

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 kilome-ters will have double lanes.

This section of the highway is located on the bor-der 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 concession-aries’ services is a great concern of EcoRodovias and is also foreseen in its strategic planning. The Group makes continuous infrastructure improve-ments and offers logistics solutions with the objective of eliminating bottlenecks and integrating the activities of port warehousing terminals and dis-tribution centers, aiming to reduce costs to clients.

On the highways, users are always kept well-informed 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 edu-cational campaigns. In addition, the company’s communication channels are constantly updated throughout the day with data on the flow of ve-hicles and other relevant information for drivers.

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.

Sustainability management has always been a cross-sectional practice, from the definition of the strategy to the beginning of the operation. Com-mitments 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 green-house gas emissions, among other initiatives.

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.


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.

imagE and REputationEcoRodovias 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 EcoRodovias brand constitutes one of the biggest assets of the Group. Indicated in the pre-fix “Eco” is the importance of sustainable devel-opment for its business. In fact, it is a strategic concern also reflected in the conduct of leaders and employees, guided by ethics, along with ini-tiatives in social responsibility, awareness build-ing, 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 pEoplEEcoRodovias employees are responsible for es-tablishing 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.

40 ECORODOVIAS

Ecovia

stRatEgic managEmEnt toolsThe Strategy and Management Committee projects and monitors the development and study of activities that drive organizational competen-cies, 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.

managEmEnt By pRocEssThe Processes Management Center is respon-sible for aligning corporate initiatives, aiming at realizing the potential of results in a structured way. To that end, business processes are re-corded in Process Specification (Especificação de Processo - EP) documents and monitored through indicators.

coRpoRatE stRatEgyThe Balanced Scorecard Methodology (BSC) establishes the company’s strategic objectives, performance goals, and indicators. Strategic planning, in the short- and medium-term, focus-es 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.

addEd valuEThe Economic Value Added (EVA) is a man-agement 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 contRolCompliance 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 gover-nance 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 busi-ness and to constantly improve the image of the EcoRodovias Group.


Ecosul

Economic-Financial Performance

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.)

—*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.


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%.

New advances in the 2012 annual balance sheet —

Increased revenueThe 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 rev-enue 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.

NET REvENUEREvENUE FROm cONSTRUcTION

EvOLUTION OF ThE ANNUAL REvENUE (R$ mILLIONS)

2010 1,252.9

2011 1,627.9

2012 2,110.6

174.7

199.4

298.5

OperatIng cOsts and admInIstratIve expensesIn 2012, consolidated costs and expenses reached R$ 1,505.3 million, 44.9% higher than in 2011 (R$ 1,038.9 million). Excluding con-struction 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 Eco-porto 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 conces-sions and logistics.

44 ECORODOVIAS

OPERATING cOSTS ANd AdmINISTRATIvE ExPENSES (R$ mILLIONS)

EcoRodovias infRastRuctuRE and Logistics 2011 2012 vaRiation

Personnel 212.4 326.6 53.8%

conservation and maintenance 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%

Others 61.3 93.0 51.7%

consolidated EcoRodovias 1,038.9 1,505.3 44.9%

consolidated – except for construction costs and provision for maintenance

759.2 1,131.7 49.1%

cOnsOlIdated eBItdaThe consolidated EBITDA (under IFRS stan-dards) 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 cal-culation excludes revenue accounts and the cost of construction and provisions for maintenance introduced by international rules.

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.

EvOLUTION OF EBITdA (R$ mILLIONS)

2010 812.0

2011 957.3

2012 1,190.8

EBITDA MARgIn (%)

2010

2011

2012

56.9

52.4

49.4

10.2%—was the annual increase in net earnings of the EcoRodovias Group in 2012.


FInancIal resultThe 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 Issu-ance of Debentures and BNDES financing.

net earnIngsIn 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 IndeBtednessThe year 2012 ended with available cash flow and financial investments on bonds and securi-ties 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.

EvOLUTION OF ThE FINANcIAL RESULT - 2011/2012 (R$ mILLIONS)

2011 2012 vaRiation

Interest on debentures (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%

consolidated (183.1) (265.0) 44.7% —*Interpretation of the Accounting Pronouncements committee – concession Agreements.

The main factors that contributed to the in-crease 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)

•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

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

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%

Long term 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%

Gross indebtedness 1,676.1 3,284.4 96.0%

cash and cash equivalents 671.8 1,026.1 52.7%

Net indebtedness 1,004.3 2,258.3 124.9%

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.

Investments grOwInvestments consolidated by EcoRodovias in 2012 reached R$ 503.6 million, 32.0% above the total recorded in 2011.

In the sector of highway concessions, invest-ments 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 Me-dianeira, 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.

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 (EcoRodo-vias Concessões e Serviços) invested R$ 13.2 million, 22.8% less than the previous year.


generated and dIstrIButed wealth [GRI EC1]

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 consoli-dation of the logistics companies.

The portion related to taxes, fees, and contri-butions represented 31.6%. Remuneration of capitals represented 21.6%, equivalent to that of 2011, while the remuneration of equity repre-sented 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

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.

capItal marketThe price of EcoRodovias shares (negotiated un-der 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 ad-dition to inducing best practices in the Brazilian corporate environment.

Since 2011, the company has also had its shares listed in the IBrX-100 Index, a price indicator that measures the return of a hypo-thetical portfolio composed of one hundred shares selected from among the most negoti-ated 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.

48 ECORODOVIAS

payment OF dIvIdendsThe 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.

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

sharehOlders and InvestOrs [GRI 4.4]

The relationship between EcoRodovias and shareholders, investors, analysts, and other pro-fessionals 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 per-formance, the company keeps an updated spe-cific website at: <www.ecorodovias.com.br/ri>. It is also possible to obtain more information by e-mail: <[email protected]>.

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 sharehold-ers’ equity.

Ecovias

EvOLUTION OF EcOROdOvIAS ShARES IN Bm&FBOvESPA IN 2012

140

130

120

110

100

90

80

dEc 11jAN 12

jUL 12APR 12

OcT 12FEB 12

AUG 12mAY 12

NOv 12

mAR 12SEP 12

jUN 12dEc 12

EcOR3 IBOv

24%—increase in the price of the EcoRodovias shares in 2012.

Note: Base 100 12/31/2011


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


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.

With more traffic, new investments —

The traffic recorded by the concessionar-ies 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.

TRAffIC Of EqUIvALENT PAYINg vEhICLES (IN ThOUSANdS)

COmmERCIALPASSENgER

105,3592011 94,985

200,344

109,4682012 97,904

207,372

+3.5%

52 ECORODOVIAS

Logistics PerformanceEcoRodovias logistics operations sector is struc-tured 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 mainte-nance 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.

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

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 mil-lion (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.

Ecoporto Santos (formerly the Tecondi Complex)


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

Revenues obtained from transportation opera-tions accounted for 13.3% of the revenue in the logistics sector in 2012, a decline of 1.7 percent-age 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).

Distribution Centers: located in Alphaville, Cajamar, Curitiba, and Ecopátio Imigrantes, of-fering clients stock management services.

The occupation rate in 2012 reached 65.0% of the total of 106 thousand m2 available, with a re-duction 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.

ecoPorto santosIn the first fiscal year under EcoRodovias man-agement, and considering the pro forma values of 2011 and 2012, the volume of cargo moved in Complexo Tecondi port operation correspond-ed 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.

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

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

eLectronic coLLectionThe 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 mak-ing 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)

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

54 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.

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.

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:

<www.ecorodovias.com.br/semacidentes>

<www.facebook.com/ecorodoviasSemAcidentes>

Mobilization campaign “For an Accident-free Highway”


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;

•firefighting training and traffic safety campaigns.

Ecovias dos Imigrantes: expansion of the number of professionals involved in the acci-dent 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-Imigrant-es 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;

•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 investmentsEcoRodovias operations have occasionally surpassed requirements expressed in conces-sion agreements, acting to meet the demands of public entities to ultimately ensure the safety of users, as well as better cleanliness and landscap-ing conditions along the roads (see table).

SOCIAL INvESTmENTS IN ThE INfRASTRUCTURE Of ThE CONCESSIONARIES IN 2012* [GRI EC8]

InfRasTRuCTuRER$

ThousanDsECovIas

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 R$ 75

Implementation of New Jersey Barrier—BR-277, km 77.5 to km 80.5 R$ 3,400

Educational lane R$ 125

Adjustment of at-grade intersection at km 29 BR-277 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) R$ 2

Services to fenadoce 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 R$ 5

ToTal 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.


Seedling nursery - Ecovias

6The 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).

Social and Environ-mental Performance

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.


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

Economic growth with social responsibility —

Allying economic growth to sustainability guide-lines represents a fundamental concept inte-grated 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 inter-national 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

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

Relationship audiencesThe relationship with EcoRodovias stakeholders is marked by ethical conduct with transparency and respect. Employees, users, suppliers, com-munities, shareholders, investors, government, press, NGOs, financial institutions, professional associations, subsidiaries, and competitors are continuously engaged through climate sur-veys, 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)

60 ECORODOVIAS

Media Outlet target audience Frequency

Institutional site All company stakeholdersReal time (online)

IR site EcoRodovias Group national and international individual and institutional investors

ECOR3 newsletter EcoRodovias Group individual investors Quarterly

Newspaper GenteWall of Gente All EcoRodovias employees

MonthlyReal time (online)Weekly

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

Users of highway concessionaries

Real time (online)

Twitter of highway concessionaries Real time (online)

EcoRodovias Portal magazine 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]

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.

communication channels [GRI 4.15, 4.16, 4.17, PR7]

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

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.

2012 ANNUAL SUSTAINABILITY REPORT 61

Well-being at WoRkGuaranteeing 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 partici-pation of the company in the lives of its employ-ees extends to the workplace, reaching their families and communities. Therefore, besides offering market competitive benefits, the com-pany 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]

2012 Part tiMe Full tiMe Own eMPlOyees

SP

EcoRodovias Infraestrutura 2 32 34

EcoRodovias Concessões e Serviços 2 322 324

Ecovias 106 480 586

Ecopistas 0 364 364

Ecoporto Santos (formerly the Tecondi Complex) 404 1,395 1,799

PR

Ecovia 8 160 168

Ecocataratas 17 304 321

ES

ECO-101 0 5 5

RS

Ecosul 3 295 298

GENERAL

Elog 38 1,868 1,906

tOtal 580 5,225 5,805

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.

62 ECORODOVIAS

Probem —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.

oRganizational climateSince 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.

The Climate Survey is reported to the Company’s Board of Directors. Through this channel, em-ployees can criticize and give their opinion about the work environment. The latest survey was carried out in 2011 and, based on the data col-lected, action plans were realized during 2012 to improve results.

Climate Committees are formed by managers, who are considered responsible for improv-ing the climate, and by invited employees. This model aims at strengthening the relationship of trust between leaders and their teams.

inteRnal communication suRveyIn 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.

Ecovia


At concessionaries, the result of the survey was quite positive. An increase in internal commu-nication was perceived, along with the creation and improvement of the tools used, and the com-munication channels were considered effective and efficient. In the case of Elog, the survey de-tected 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 manage-ment model.

salaRies and benefits [GRILA3, LA4]

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

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

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 (Consoli-dação das Leis do Trabalho - CLT), are free to negotiate Collective Bargaining Agreements, which consider topics such as salary adjust-ments, overtime, and working hours. Negotia-tions between labor union representatives and the concessionaries take place annually (in the first half of the year), observing market condi-tions and the regions where employees work. Collective bargaining agreements consider all of EcoRodovias personnel.

Ecopistas

64 ECORODOVIAS

PROPORTION OF BASE SALARY BETWEEN MEN AND WOMEN [GRI LA14]

eMPlOyees (r$)nuMber

OF wOMennuMber

OF Men

PrOPOrtiOn OF base salary

between Men and wOMen

wOMen Men

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%

custOMer service

1,319.15 1,335.66 982 1,965 - 1.24%

directOrs*

- - - - -

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

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


Meeting of the members of the Sustainability Committees

eMPlOyees (r$)nuMber

OF wOMennuMber

OF Men

PrOPOrtiOn OF base salary

between Men and wOMen

wOMen Men

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%

cOOrdinatOr

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%

66 ECORODOVIAS

PROPORTION OF THE LOWEST LOCAL SALARY COMPARED WITH MINIMUM WAGE — 2012 [GRI EC5]

cOMParisOn iteMs Paraná sãO PaulO riO grande dO sul

variatiOn in the PrOPOrtiOnOF the lOwest lOcal salarycOMPared with MiniMuM wage

ecOvia ecOcataratas elOg sul ecOvias ecOPistas ecOPOrtO santOs*

elOg sudeste ecOsul elOg sul

Minimum wage onDecember 31,2012 - (R$)

622.00 622.00 622.00 622.00 622.00 622.00 622.00 622.00 622.00

Lowest salary - (R$)(except interns, apprentices,outsourced employees, and part-time employees)

690.60 749.79 825.00 836.45 654.00 806.00 748.00 664.30 825.00

Ration between lowest salary and local minimum wage 1.11 1.21 1.33 1.34 1.05 1.30 1.20 1.07 1.33

Percentage of employees(in relation to the total number of employees in each unit) that earn this salary

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 discrimi-nation 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 participa-tion of 1,676 employees.

Ecovias


distributiOn OF tOtal eMPlOyees by age grOuP

2010 2011 2012

Under 18 - 1 66*

18 to 35 1,492 1,438 3,739

36 to 45 363 414 1,326

46 to 60 139 144 633

Over 60 8 8 41

—*Apprentices

EQUAL OPPORTUNITIES [GRI LA13]

3,739—employees are between the ages of 18 and 35.

Elog unit in Alphaville (SP)

68 ECORODOVIAS

eMPlOyee categOry x MinOrities

2010 wOMen black PeOPle with disabilities

abOve 60 years OF age

Board of Directors - - - -

Executive Board - - - 1

Management 1 - - -

Advisor 5 1 - -

Coordinator 15 5 - -

Administrative 169 33 3 -

Service 626 263 26 6

Interns - - - -

Apprentices 1 - - -





Management 1 - - -

Advisor 4 1 - 1


Administrative 187 44 8 -

Service 712 303 29 6

Interns - - - -

Apprentices 1 - - -





Management 12 1 - 2

Advisor 5 1 1 1


Administrative 525 31 23 7

Service 1,168 325 86 30

Interns 7 1 - -

Apprentices 36 1 1 -


pension plans [GRI EC3]

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

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 contribu-tion 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.

tRaining and education [GRI LA10, LA12]

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

ECoRodoVIAS’S ConTRIBuTIonS To ThE PEnSIon PlAnVALUES (R$)

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

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 repre-sents an essential aspect for careers in the com-pany, 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.

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.

2010 1,015,686.53

2011 1,197,562.32

2012 1,536,782.20

70 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 pRogRamEcoRodovias 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.

•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.


TOTAL NUMBER OF HOURS AND EMPLOYEES TRAINED IN 2012

categOrynuMber 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

Administrative 368 21,207 57.6

Service 1,586 50,222 31.7

Interns 3 108 36.0

Apprentices 20 714 35.7

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.

In 2012, only Ecopistas was notified twice by the Ministry of Labor and Employment (Ministé-rio do Trabalho e Emprego - MTE) concerning us-ers’ 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 Especial-izado em Engenharia de Segurança e Medicina do Trabalho - SESMT) is composed of doctors, nurses, engineers, and occupational safety tech-nicians 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 qual-ity of life programs for employees and their fami-lies, as well as for the surrounding communities (near their operations). Some of the programs

are: Active Health (Saúde Ativa—prevention of diseases through check-ups); PROBEM—Pro-grama de Assistência Psicossocial (Psycho-social 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)

•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)

72 ECORODOVIAS

WORkPLACE INCIDENTS AT ECORODOVIAS*

tyPes 2010 2011 2012

Number of injuries 61 60 70

Cases of occupational diseases 0 1 0

Number of lost days 960 859 498

Absenteeism NA 4.79% 4.43%

Number of deaths 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.

TOTAL NUMBER OF EMPLOYEES MEMBERS OF CIPA

TOTAL NUMBER OF WORkPLACE SAFETY TECHNICIANS

ECOVIASECOPISTASECOVIABLZECOCATARATASECOSUL

ECOVIAS*ECOPISTASECOVIAECOCATARATASECOSUL

—*Ecovias also has a Workplace Safety engineer.

17

12

8

8

2

3

21

2

2


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 entrepreneur-ship. Specialized and leading professionals rely on the support of external specialized consult-ing 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 inter-views and other aspects of work etiquette.

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

gender

Men 1,101 1,085 4,015 366 248 1,140 33.2 22.9 28.4

Women 791 920 1,790 277 271 552 35.0 29.5 30.8

age grOuP

Under 18 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

Over 60 8 8 41 1 1 12 12.5 12.5 29.3

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

74 ECORODOVIAS

satisfaction suRveys [GRI PR5]

Ensuring quality service and promoting actions that systematically improve the provision of ser-vice 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, commu-nication 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 Ecop-istas it is done once every six months.

EVALUATION BY HIGHWAY USERS - 2010/2012

2010

cOncessiOnairesaMPle

(tOtal nuMber OF PeOPle)

evaluatiOn (%)

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

2011



evaluatiOn (%)


Ecovias 940 89.0 10.0 1.0

Ecopistas 800 91.4 8.0 0.6

Ecovia 904 90.0 12.0 2.0


Ecosul 900 72.0 21.0 8.0

2012



evaluatiOn (%)


Ecovias 1,800 87.3 11.4 1.3

Ecopistas* 800 90.9 8.7 0.5

Ecovia 971 93.0 6.0 1.0


Ecosul 900 77.5 14.5 8.0

—*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).

86%—is the average positive evaluation by users about all highway concessionaires in the Group.


fRee seRvicesTo detect and solve occasional abnormalities on the highways managed by EcoRodovias conces-sionaries, the companies offer their users free towing, mechanical assistance, medical aid, high-way inspections, and specific services on long holidays and vacation periods.

TOW TRUCk AND AMBULANCE SERVICES REQUIRED ON CONCESSION HIGHWAYS

2012ecOvias ecOPistas

tOw truck aMbulance tOw truck aMbulance

Number of calls 41,521 8,808 39,022 3,591

Average time of arrival 00:13:49 00:09:00 00:13:00 00:05:00

2012ecOvia ecOcataratas ecOsul

tOw truck aMbulance tOw truck aMbulance tOw truck aMbulance

Number of calls 20,637 2,767 16,824 3,296 17,207 3,888

Average time of arrival 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

685 988 1,034 1,159 1,702 5,568

Most frequent reason

Object on the pavement

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

Objects on the pavement

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

Object on the pavement (rock)

cOMPliMents

172 1,542 145 48 302 2,209

Most frequent reason

Road Assistance employees

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

Compliments to Ecovia in general

Compliments to the User Service Center (SAU)

Service provided by the SAU unit

76 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.

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 imple-mented, aiming at a series of improvements. The main measures foreseen are:

•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 condi-tion in hiring service providers and suppliers the prohibition of the use of child workforce, as well as bonded labor, practices considered capital of-fenses 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.

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

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 struc-tured 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 concession-aire was the following:

•Ecovias: 28.7%

•Ecopistas: 29.8%

•Ecovia: 13.4%

•Ecocataratas: 15.4%

•Ecosul: 12.7%

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


suRRounding communities [GRI EC7, EC9, SO1]

Keeping direct communication channels with surrounding communities and promoting cam-paigns 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 gen-eration 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 employ-ment and income through professional training for people living near the Anchieta-Imigrantes System. In the first year, the initiative was suc-cessful in reaching the target of training a group of 40 people.

HIRING LOCAL WORkFORCE - 2010/2012

unit Own eMPlOyees tOtal nuMber OF seniOr ManageMent MeMbers

tOtal nuMber OF seniOr ManageMent MeMbers

cOMing FrOM lOcal cOMMunities

2010 2011 2012 2010 2011 2012 2010 2011 2012EcoRodovias Concessões e Serviços

256 295 322 9 14 17 5 2 9

EcoRodovias Infraestrutura e Logística

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

Expo Cascavel (PR), promoted by the Ecoviver Project

78 ECORODOVIAS

enviRonmental conseRvationEcoRodovias is committed to best sustainable practices and environmental conservation. The company develops, internally and externally, ac-tions that aim at reducing environmental impacts derived from its operations and adopts continu-ous improvement measures in the generation and destination of solid waste, effluents, emis-sions, noise, water, and electricity consumption, among other items.

The Integrated Management Program (Programa de Gestão Integrada - PGI) sets targets to improve natural resources management, encour-age the use of less polluting alternatives, and improve control over the consumption and dis-posal 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 ac-tions, 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 en-vironmental 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

business sustainability [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: <www.inovacaonacadeiadevalor.com.br/index.php> <www.empresaspeloclima.com.br/index.php>

governance is committed to the best social and environmental practices. EcoRodovias is also an effective member of the Companies for the Cli-mate (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 pavingIn an unprecedented initiative in the highway con-cessions sector, the EcoRodovias Group created, two years ago, the first laboratory of paving stud-ies 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 penetra-tion tests, with an emphasis on the following:

•Bituminous materials

•Softening point—ring and ball method


•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 ap-proval 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 envi-ronmental management, which are gradually incorporated by the subsidiaries.

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 plas-tic and with a positive effect on the volume of atmospheric emissions. Therefore, the counting of the money collected will be done electroni-cally 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 en-ergy efficient equipment; chartered vehicles for employee transportation; adoption of videocon-ferences 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 Reinven-tar (Reinvent) project.

effluent – treatment station at most of the concessionaries.

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.

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Foamed asphalt - Ecopistas

MATERIALS USED BY WEIGHT AND VOLUME - 2010/2012 [GRI EN1]

Materials 2010 2011 2012 unit

Aggregates 167,892 232,904 259,575 m3

Binders (such as CM30, RC 1C, CAP, Ecoflex) 16,270 26,678 89,284 ton

Water-based road marking paint 346,297 470,387 543,121 liter

Solvent-based road marking paint 43,713 89,396 75,376 liter

Paper to print toll tickets 114,599 91,681 74,830 roll

RECYCLED MATERIALS USED BY BUSINESS UNITS [GRI EN2]

Materials 2010 2011 2012 unit

Milled material 37,798 51,171 57,093 m3

Recycled paper 4,726 4,972 4,380 reams


destination of Waste [GRI EN22]

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

class i

Miscellaneous hazardous waste (originating from accidents on the highways, etc.)

137,605.43 kgIncineration, recycling,

and industrial landfill3,000 liter

33 m3

100 cans

Fluorescent bulbs 5,840 units Recycling and industrial landfill

Pre-hospital care waste 1,813.69 kgIncineration, sterilization,

sanitary landfill, and industrial landfill

class ii

Milled material34.76 ton

Reuse in paving42,434.77 m3

Recyclables 143.89 ton Recycling

Solid waste from construction746.87 ton

Landfill and recycling87 m3

Solid waste (used tires and crumb rubber)

217.16 ton Co-processing and industrial landfill

Organic or non-recyclable solid waste 1,425,133 ton Landfill

“De bem com a via” project – Ecovias

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WATER AND ENERGY CONSUMPTION AT THE CONCESSIONARIES - 2010/2012 [GRI EN5]

ecOvias 2010 2011 2012 unit

Energy reduction target compared with the previous year

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

ecOcataratas 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


None None 3 %

Reduction attained None None 5.36 %

Total energy saved None None 79,301.83 kWh

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


WateR and eneRgy consumption [GRI EN8, EN10]

The company establishes annual water con-sumption reduction targets for every business unit (subsidiaries and concessionaries). If the tar-get 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

Groundwater 56,265.71 54,237.25 55,433.55 m3

Rainwater 57.00 68.58 73.50 m3

Municipal water supply 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

tOtal 72,651.21 74,304.33 75,571.05 m3

Seedling nursery

84 ECORODOVIAS

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 proce-dures 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, fore-sees the systematic monitoring of nine indica-tors, aiming at fuel economy and a reduction in the emissions of CO2 and conventional pollut-ants from corporate fleets of vehicles.

DIRECT ENERGY CONSUMPTION - 2010/2012

tyPe OF energy 2010 2011 2012 unit

nOn-renewable

Natural gas 254.70 0.00 0.00 m3

Diesel (fleet) 1,431,461.74 1,427,702.83 1,381,281.49 liter

Diesel (generators) 63,382.49 44,815.74 59,129.51 liter

Electricity (thermoelectric) 1,377,191.73 1,477,540.00 1,398,238.39 kWh

Gasoline 245,482.85 443,223.69 211,994.98 liter

renewable

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

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 driv-ers 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%.


In 2012, EcoRodovias reduced its scope 1 GhG emissions by14.22% 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 2010 2011 2012

Scope 1 Fuel used by the fleet (operational and administrative) and generators 4,196.06 4,757.60 4,080.66

Scope 2 Electric energy purchased 966.62 615.62 1,756.09

Scope3 Business trips and Employee Transportation 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

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

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.

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CONTROL OF SIGNIFICANT SPILLS IN 2012– [GRI EN23]

highway On which the sPill Occurred

vOluMe OF the sPill unit Material

sPilled actiOn taken

ecOvias

SP-150 2,000 Liters Ethanol

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

SP-150 1,800 Liters Toluene

SP-055 600 kg Ammonia Nitrate


SP-160 100 Liters Gasoline


ecOcataratas

BR-277 1,200 Liters Milk contaminated with diesel

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

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.

BR-277 30,000 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.

BR-277 10,000 Liters 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-277 500 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.

ecOsul

BR-392 100 Liters Anhydrous alcoholRemoval of contaminated material from the right of way, which weighed approximately 400kg (contaminated sand).

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


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 appropri-ate resources to respond to emergencies and control spills.

Every quarter, drills are carried out on the high-ways 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 res-cue time. In 2012, 368 hours of training were held for this purpose.

In addition to these measures, there is the Acci-dent 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, EcoRo-dovias 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 informa-tion materials are used and flyers are distrib-uted. 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 cam-paigns on the highways in 2012 to communicate public utility information about traffic, health, en-vironment, and biodiversity. The concessionaire also participated and sponsored the EcoRodo-vias Surf Festival project, distributing 2,000 seedlings of native species of the Atlantic Rain-

“Saúde na estrada” program - Ecosul

88 ECORODOVIAS

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.

The Group supports the maintenance of parks and conservation areas located near the high-ways 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 Es-pigão 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.

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 - FU-NAI) have gotten together with representatives of the Indians to better understand their needs

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

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

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

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.

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

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 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.

wildlife preservation —


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.

Additionally, the concessionaire is working on a project to map, quantify, and identify exotic trees and those that invade the highway on BR-277, PR-508, and PR-407 highways. Between 2010 and 2012, a total of 1,426 of those trees had already been removed.

In turn, Ecosul has been searching for new clean energy alternatives to be applied at the conces-sionaire units. To that end, it has outlined an energy diagnosis with the help of a German stu-dent. 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.

fines [GRI SO8, PR9]

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.

To monitor compliance with these obligations, EcoRodovias uses a management methodology called Management of Commitments in Conces-sion 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 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 concession-aire, 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 concession-aries 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’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 ECORODOVIAS

TOTAL INVESTMENTS AND ENVIRONMENTAL PROTECTION COSTS (R$)

tyPe OF exPense 2010 2011 2012

Waste treatment and disposal 555,724.03 612,169.32 564,184.50

Treatment of atmospheric emissions 81,152.08 92,418.98 51,041.10

External environmental management services 514,617.93 361,050.06 502,742.58

External certification 46,677.50 74,957.29 51,604.49

Research and development/Energy efficiency

276,422.08 340,724.08 2,481,072.34

Clean technologies 23,497.00 78,219.10 125,869.09

tOtal 1,498,090.62 1,559,538.83 3,776,514.10

Environment Week-Ecovias


Assurance Report Issued by Independent Auditors —

To the Directors and Officers of ecorodovias infraestrutura e logística s/a São Bernardo do Campo - SP introductionWe 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 ManagementThe 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 Comuni-cado 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 inde-pendence 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 con-sists 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 assur-ance 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) the planning of the work, considering the relevance, amount of quantitative and qualitative informa-tion and the operational systems and internal controls that served as a basis for preparation of the information in the Sustainability Report of EcoRodovias;

(b) the 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) the 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 infor-mation 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 limitationsThe 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 assur-ance 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.

conclusionBased on the applied procedures, described in this report, we have not identified any relevant informa-tion 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

Eduardo V. CipulloAccountant CRC 1SP135597/O-6


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 De-cember 31. For the sixth consecutive year, the report has represented the company’s account-ability 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 organiza-tion 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, compara-bility, precision, periodicity, clarity, and reli-ability—and has become one of the main global benchmarks increasingly adopted in the develop-ment of corporate reports. Similarly, the publica-tion also addresses the criteria of the Brazilian Corporation Association (ABRASCA).

[GRI 3.3]

The publication achieved application level A+, according to GRI requirements, which demon-strates through various aspects the improve-ment 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 param-eters for application level B.[GRI 4.17]

Thus, EcoRodovias has advanced with its ac-countability process initiated in 2005, seeking to provide clear, objective, and comprehensive information to the Group’s stakeholders: em-ployees, users, clients, communities, financial institutions, suppliers, government, NGOs, shareholders, investors, competitors, associa-tions, 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 informa-tion about the activities geared toward social advancement and the preservation of natural resources, demonstrating the commitments and solid actions of the company focused on sustain-able development.

94 ECORODOVIAS

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

In preparing the content of this report, econom-ic and financial performance indicators were fully determined following the criteria set forth by the Brazilian legislation in the statements issued by the Brazilian Accounting Pronounce-ments 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 in-dicators: 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 previ-ous 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 recom-mended by the GRI, the EcoRodovias Group conducted the first materiality test in 2011. The initiative involved a series of on-site consulta-

tions with a group of 167 people, which gave rise to a matrix with 67 social, environmental, eco-nomic-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/ecoro-dovias/web/arquivos/EcoRA11_Port.pdf).

In practical terms, this expanded consultation seeks to maintain the alignment of the report-ing content with the various expectations and information requirements of stakeholders. Nev-ertheless, 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 indica-tors from the company’s standpoint; for example, those that address BM&FBOVESPA’s Corporate Sustainability Index (ISE).

[GRI 3.1] For more information visit <www.ecorodovias.com.br> or contact the Investor Relations department through e-mail <[email protected]>.


Ecovia

Application Level —

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

aPPlicatiOn level c c+ b b+ a a+

re

POr

t c

On

ten

t

G3.1 Profile

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

With

Ext

erna

l Ver

ifica

tion

All indicators in profile, and governance:

1.1 – 4.17W

ith E

xter

nal V

erifi

catio

n

All indicators in profile, and governance:

1.1 – 4.17

With

Ext

erna

l Ver

ifica

tion

G3.1 Management approach Not required

Information about management approach for each category of indicator

Management approach disclosed for each category of indicator

G3.1 Performance Indicators & Sector Supplement Performance Indicators

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

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 notare sectoral

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

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.


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

Table of contents—

Fully reportedPartially reported

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 Explanations of the effect of any re-statements of information provided in earlier reports About the Report

3.11 Significant changes in the scope, boundary, or measurement methods applied in 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 bodyProfileSocial and environmental performance

4.3 Members of the highest governance body that are independent or non-executive members Governance

4.4 Mechanisms for shareholders and employees to provide recommendations

Economic-financial performance

4.5 Linkage between compensation for members of the highest governance body (including social and environmental 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 Processes for evaluating the highest governance body’s own performance Governance

4.11 Explanation of whether and how the precautionary approach or principle is addressed by the organization Governance

4.12 Externally developed charters, principles, or other initiatives Social and environmental performance

4.13 Memberships in associations and/or national/ international advocacy organizations

Social and environmental performance

4.14 List of stakeholder groups engaged by the organization Social and environmental performance

4.15 Basis for identification and selection of stakeholders with whom to engage


4.16 Approaches to stakeholder engagement Social and environmental performance

4.17 key topics and concerns that have been raised through stakeholder engagement Governance


ManageMent aPPrOaches

asPects rePOrted chaPter

EC

Economic development Economic-financial performance

Market presence Profile

Indirect economic impacts Social and environmental performance

EN

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

LA

Employment Social and environmental performance

Labor/Management relations Governance

Occupational health and safety Social and environmental performance

Training and education Social and environmental performance

HR

Non-discrimination Social and environmental performance

Child labor Social and environmental performance

Forced and slave-like labor Social and environmental performance

SO

Corruption Governance

Public Policy Social and environmental performance

Compliance Social and environmental performance

PRMarketing communications Social and environmental performance

Compliance Social and environmental performance

PerFOrMance indicatOrs

ecOnOMic PerFOrMance

Economic pErformancE descriPtiOn rePOrted ObservatiOn chaPter

EC1 Direct economic value generated and distributed Economic-financial performance

EC2 Financial implications and other risks and opportunities due to climate change


EC3 Coverage of the organization’s defined benefit plan obligations Social and environmental performance

Market Presence

EC5 Range of ratios of standard entry level wage compared to local minimum wage at significant locations of operation


EC6 Policy, practices, and proportion of spending on locally-based suppliers


EC7 Local hiring Social and environmental performance

100 ECORODOVIAS

indirect ecOnOMic iMPacts

EC8 Impact of infrastructure investments provided for public benefit

Economic-financial performance

EC9 Description of significant indirect economic impacts Social and environmental performance

envirOnMental PerFOrMance

Materials

EN1 Materials used by weight or volume Social and environmental performance

EN2 Percentage of materials used that are recycled input materials Social and environmental performance

energy

EN3 Direct energy consumption by primary energy source Social and environmental performance

EN5 Energy saved due to conservation and efficiency improvements


EN7 Initiatives to reduce indirect energy consumption and reductions achieved


water

EN8 Total water withdrawal by source Social and environmental performance

EN10 Percentage and total volume of water recycled and reused 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 Social and environmental performance

EN17 Other relevant indirect greenhouse gas emissions Social and environmental performance

EN18 Initiatives to reduce greenhouse gas emissions and reductions achieved


EN22 Total weight of waste by type and disposal method Social and environmental performance

EN23 Total number and volume of significant spills 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 Social and environmental performance


eMPlOyMent

LA1 Total workforce by employment type, employment contract, and region


LA2 Total number and rate of employee turnover by age group, gender, and region


LA3 Benefits provided to full-time employees that are not provided to temporary or part-time employees


labOr/ManageMent relatiOns

LA4 Percentage of employees covered by collective bargaining agreements


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 Social and environmental performance

LA8 Education, prevention, and risk-control programs Social and environmental performance

LA9 Health and safety topics covered in formal agreements with trade unions


training and educatiOn

LA10 Average hours of training per year Social and environmental performance

LA11 Programs for skills management and lifelong learning Social and environmental performance

LA12 Percentage of employees receiving performance and career development reviews


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

PrOcureMent PrOcess

HR2 Percentage of contractors that have undergone screening on human rights


HR3Total hours of employee training on policies and procedures concerning aspects of human rights, including the percentage of employees trained


nOn-discriMinatiOn

HR4 Total number of incidents of discrimination and actions takenProfileSocial and environmental performance

child labOr

HR6 Measures taken to contribute toward the eradication of child labor


FOrce Or bOnded labOr

HR7 Measures taken to contribute to the elimination of forced labor Social and environmental performance

102 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

SO1 Programs and practices that assess and manage the impacts of operations on communities


cOrruPtiOn

SO2 Units analyzed for risks related to corruption Governance

SO3 Percentage of employees trained in organization’s anti-corruption policies and procedures Profile

SO4 Actions taken in response to incidents of corruption Profile

Public POlicy

SO5 Public policy positions Social and environmental performance

SO6 Contribution to political parties, politicians, or institutions Social and environmental performance

SO7 Number of legal actions for anti-competitive behavior

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 non-monetary sanctions


custOMer health and saFety

PR1 Assessment of impacts on health and safety during the lifecycle of products and services Operational performance

PR2 Non-compliance incidents related to impacts of products and services


PrOduct and service labeling

PR5 Practices related to customer satisfaction, including results of surveys


Marketing cOMMunicatiOns

PR7 Incidents of non-compliance concerning marketing communications of products and services


cOMPliance

PR9 Fines for non-compliance concerning the provision and use of products and services



Integrated logistics

Attachment —IBASE SOCIAL AUDIT AND NBCT 15 [GRI EC5, 3.12]

1 – calculatiOn basis 2012 - r$ thOusands

Net revenue 2,409,107

Operating result 688,101

Gross payroll 87,942

2 - internal sOcial indicatOrs r$ thOusands

Meals 7,991

Compulsory social security contributions 31,637

Private pension plan 1,537

Health 6,866

Occupational health and safety 1,043

Education 259

Culture 14

Training and professional development 1,666

Daycare or daycare assistance 368

Profit sharing program 12,298

Transportation 4,381

Total - Internal social indicators 68,060

3 - external sOcial indicatOrs r$ thOusands

Education 987

Culture 512

Health and sanitation 197

Sports 1,343

Fight against hunger and food safety 0

Total contributions to society 3,040

Taxes (except social contributions) 350,220

tOtal - external sOcial indicatOrs 353,260

4 - envirOnMental indicatOrs r$ thOusands

4.1 - investments related to the company’s production/operationsProgram for technological and industrial development (maintenance of operating processes to improve the environment) 5,877

Environmental education for employees, contractors, self-employed, and administrators 176

Environmental liabilities and contingencies 228

Others 234

total 4.1 6,515


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 0

total 4.2 4,291

Total investments in the environment (4.1 + 4.2) 10,806

Number of environmental, administrative, and legal actions against the organization 1 Value of fines and indemnifications regarding the environment, administratively and/or legally determined 5,000

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:

( ) 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 0

No. of interns 13

No. of employees over 45 years of age 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 1

Elementary and middle school 604

High school / technical education 4,185

College 810

Post-graduate 205

No. of women working at the company 1,790

% of management positions occupied by women 21

No. of men working at the company 4,015

% of management positions occupied by men 79

No. of Black people working at the company 364

% of management positions occupied by Black people 2

No. of people with disabilities or special needs 111

Gross remuneration broken down by:

Employees 144,435

Administrators 11,707

Contractors

Self-employed

6 - relevant inFOrMatiOn cOncerning the exercise OF cOrPOrate citizenshiP 2012

Ratio between the highest and lowest remuneration at the company 119

Total number of work-related accidents 70

106 ECORODOVIAS

Social and environmental projects developed by the company were defined by:(x) executive board

( ) executive board and management

( ) all employees

Safety and health standards in the workplace were defined by:(x) executive board and

management ( ) all employees

( ) all employees + CIPA

As for freedom of association, the right to collective bargaining, and internal representation of employees, the company:

( ) does not get involved ( ) follows OIT regulations

(x ) promotes and follows OIT

The private pension plan includes:( ) executive board


(x) all employees

The profit sharing program includes:( ) executive board


(x) all employees

When selecting suppliers, the same ethical, social, and environmental responsibility standards adopted by the company:

( ) are not considered ( ) are suggested (x) are demanded

As for the participation of employees in voluntary work programs, the company:( ) does not get involved

( ) supports (x) organizes and encourages

Total number of complaints and criticisms from consumers:5,568 to the company

8 to PROCON464 in court

% of complaints and criticisms addressed or solved:100% at the company

62.5% at PROCON 29.74% in court

Amount of fines and compensations to clients, determined by bodies of consumer protection and defense or in court:

0 at Procon 127 in court

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

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 135

Well-founded 73

Unfounded 28

Total value of compensations and fines paid by court order (in R$ thousands): 1,246.01

Total added value to distribute (in R$ thousands): 1,610,260

Distribution of the Added Value: R$ thousands

Government 509,094

Employees 326,612

Shareholders 150,741

Third parties 347,509

Retained 276,304


Team in charge [GRI 2.4]

ecoRodovias gRoupRua Gomes de Carvalho, 1.510, 3.º andarVila Olímpia – São Paulo (SP)Phone: +55 (11) 3787-2667www.ecorodovias.com.br

sustainability advisoRy/sustainability committees ofbusiness unitsArtaet Arantes da Costa Martins<[email protected]>Daniela Espinossi Agostinho<[email protected]>

investoR RelationsMarcello GuidottiRaquel Turano de Souza<[email protected]>

coRpoRate communication advisoRyCíntia Maria Giron Guimarães<[email protected]>

Corporate Information —

Credits text and editionReport Sustentabilidade

gRaphic designReport Sustentabilidade

gRaphic pRoductionReport Sustentabilidade

tRanslationGotcha Idiomas

font familyGalaxie Polaris, Chester Jenkins, 2008, Publisher: Constellation

108 ECORODOVIAS

www.ecorodovias.com.br

31222

112

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

management report 2012

Financial statements

notes to the Financial statements

independent auditor’s report

financial statements 2012 1

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 in-vest 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 be-ginning 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 busi-nesses’ 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:

—ManagEMEnt REPoRt - 2012

letter From the management

Primav Construções e Comércio S.A. Free Float

64.0% 36.0%

2 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 environ-mental 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 sha-reholders, who have always trusted our management; our board members, who have guided us towards such impor-tant 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 eco-cataratas 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 con-ditions 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


traFFIC (In thousands oF equIvalent paYIng vehICles)

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 re-DeX, 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 wa-rehousing 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 agree-ments with chemical industry clients in the alphaville distribution center.

distribution centers: comprises the distribution centers in alphaville, cajamar, curitiba and ecopátio imigran-tes, 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.

200,344+3.5%

105,359 109,468

94,985 97,904

207,372

2011 2012

passenger Commercial

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 ecoro-dovias’ 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 increa-se 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.

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 cen-ters.

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. eco-rodovias holds a 12.75% interest in stp, corresponding to gross revenue of r$ 66.3 million in 2012, consolidated in the financial statements.

gRoss REvEnuE (R$ MiLLion) 2012 2011 cHg.

highway Concessions 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 - -

stp (sem parar/via Fácil - 12.75%) 66.3 55.4 19.6%

services 123.4 119.3 3.4%

eliminations (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%


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.

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.

the main reasons for the changes in operating costs and administrative expenses were: the consolidation of the te-condi complex companies; costs to contract a consulting firm for the traffic safety educational campaign, and cons-truction 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.

nEt REvEnuE (R$ MiLLion) 2012 2011 cHg.

highway Concessions 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%

serviços 109.4 103.8 5.4%

eliminações (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%

oPERating costs and adMinistRativE ExPEnsEs (R$ MiLLion) 2012 2011 cHg.

EcoRodovias infRaEstRutuRa E Logistica

personnel 326.6 212.4 53.8%

maintenance 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%

provision for maintenance 75.1 80.3 -6.5%

Cost of Construction Works 298.5 199.4 49.7%

other 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%

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 conso-lidated 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.

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 De-benture 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.

EBitda (R$ MiLLion) 2012 2011 cHg.

consoLidatEd

net Income (before minority participation) 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%

Investments amortization 0.3 0.8 -63.2%

EBitda 1,190.8 957.3 24.4%

EBitda Margin 49.4% 52.4% -3.0 p,p,

EBitda adjustEd (R$ MiLLion) 9M12 9M11 cHg.

ebItda IFrs 1,190.8 957.3 24.4%

Construction revenues (298.5) (199.4) 49.7%

Construction Costs 298.5 199.4 49.7%

provision for maintenance 75.1 80.3 -6.5%

adjusted EBitda 1,265.9 1,037.6 22.0%

adjusted EBitda Margin 60.0% 63.7% -3.7 p,p,

adjusted ebItda excludes Construction revenue and Costs and provision for maintenance from Costs of services


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) 2012 2011 cHg.

short term 1,012.4 541.7 86.9%

borrowings, loans and Finance lease 805.3 163.1 393.7%

debêntures 207.1 378.6 -45.3%

Long term 2,272.0 1,134.4 100.3%

borrowings, loans and Finance lease 164.4 189.8 -13.4%

debentures 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%

8 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 invest-ments), 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 inter-change, 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 intangiBLE/

PP&EMaintEnancE

cost totaL 2012 x 2011 totaL

HigHway concEssions

ecovias dos Imigrantes 91.1 55.0 146.1 75.3 41.2 116.5 25.4%

ecopistas 118.0 - 118.0 67.4 - 67.4 75.1%

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%

ecosul - rodovias do sul 32.2 0.8 33.0 33.1 4.3 37.4 -11.8%

total 331.6 78.3 409.9 214.6 68.1 282.8 44.9%

logistics

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 - 30.9 - - -

stP (12.75%) 7.3 7.3 7.5 - 7.5 -2.7%EcoRodovias concessões (serviços) 13.2 13.2 17.1 - 17.1 -22.8%

Holding 5.9 5.9 2.8 - 2.8 110.7%

consoLidatEd 425.3 78.3 503.6 313.5 68.1 381.6 32.0%


dividends

throughout 2012, the company paid dividends in the amount of r$197.2 million, including r$51.4 million in su-pplementary 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 con-ducts 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 Direc-tors, 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 indepen-dentes 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


EcoRodovias infRaEstRutuRa E Logística s.a

balanCe sheets as at deCember 31, 2012 and 2011(in thousands of Brazilian reais - R$)

noteParent

(BR gaaP) consolidated

(ifRs & BR gaaP) noteParent


(ifRs & BR gaaP)assEts 12/31/2012 12/31/2011 12/31/2012 12/31/2011 LiaBiLitiEs and sHaREHoLdERs’ EQuitY 12/31/2012 12/31/2011 12/31/2012 12/31/2011

cuRREnt assEts cuRREnt LiaBiLitiEsCash and cash equivalents 5 435,621 87,066 946,916 604,551 trade payables 552 2,088 150,138 131,851 securities 6 - - 28,498 30,106 borrowings and financing 19 574,108 - 804,722 161,120 trade receivables 7 - - 254,032 176,505 Finance lease 20 - - 599 2,016 recoverable taxes 8 13,812 13,620 31,948 27,403 debentures 21 - - 207,144 378,634 dividends and interest on capital receivable 9 14,032 133,157 - - taxes, fees and contributions payable 18 368 316 30,795 21,566 prepaid expenses 10 202 96 7,603 8,503 payroll and related taxes 26 7,876 5,505 54,309 30,354 other receivables 210 259 40,784 30,564 tax debt refinancing program (reFIs) - - 1,848 259 total current assets 463,877 234,198 1,309,781 877,632 related parties - trade payables 22 - - 5,163 1,787

Concession fee payable 25 - - 18,158 17,082 noncuRREnt assEts Income tax and social contribution payable - - 29,397 20,152 securities 6 - - 50,658 37,201 provision for maintenance 23 - - 63,531 38,286 deferred taxes 17.a) - - 59,371 68,444 provision for future construction work 24 - - 2,141 12,527 escrow deposits 11 9,615 9,116 91,129 25,242 other payables 10,279 9,080 66,491 46,296 Indemnity assets 12 - - 3,632 2,870 total current liabilities 593,183 16,989 1,434,436 861,930 related parties - trade receivables 22 6,487 36 - - other receivables - - 32,537 6,383 noncuRREnt LiaBiLitiEsprepaid expenses 10 - - 360 410 borrowings and financing 19 - - 164,346 189,187 Investments: Finance lease 20 - - 64 641

In subsidiaries 13 1,220,196 1,407,312 10 10 debentures 21 - - 2,107,637 944,565 goodwill 13 996,152 246,040 - - tax debt refinancing program (reFIs) - - 11,905 2,710

Investment property 14 - - - 51,603 other payables - - 46,705 4,952 property, plant and equipment 15 4,582 4,932 590,719 287,933 deferred taxes 17.a) 163 2,677 2,880 24,430 Intangible assets 16 73 92 4,057,759 2,798,709 provision for tax, labor and civil risks 27 60 - 127,004 52,634 total noncurrent assets 2,237,105 1,667,528 4,886,175 3,278,805 provision for maintenance 23 - - 115,131 133,259

provision for future construction work 24 - - 10,040 1,929 Concession fee payable 25 - - 50,321 55,099 total noncurrent liabilities 223 2,677 2,636,033 1,409,406

sHaREHoLdERs' EQuityCapital 28.a) 1,320,549 1,320,549 1,320,549 1,320,549 earnings reserve - legal 28.c) 111,855 90,751 111,855 90,751 setup of earnings reserve - capital budget 28.d) 578,037 388,105 578,037 388,105 earnings reserve - additional dividends proposed 28.e) 65,268 51,431 65,268 51,431 Capital reserve - stock option plan 28.f) 31,867 31,224 31,867 31,224 attributable to the Company's owners 2,107,576 1,882,060 2,107,576 1,882,060 noncontrolling interests in subsidiaries’ equity 28.h) - - 17,911 3,041 total shareholders' equity 2,107,576 1,882,060 2,125,487 1,885,101

total assets 2,700,982 1,901,726 6,195,956 4,156,437 total lIabIlItIes and shareholders’ equItY 2,700,982 1,901,726 6,195,956 4,156,437 the accompanying notes are an integral part of these financial statements. the accompanying notes are an integral part of these financial statements.

BAlAnCe StAtement

12 ECORODOVIAS

noteParent


(ifRs & BR gaaP) noteParent


(ifRs & BR gaaP)assEts 12/31/2012 12/31/2011 12/31/2012 12/31/2011 LiaBiLitiEs and sHaREHoLdERs’ EQuitY 12/31/2012 12/31/2011 12/31/2012 12/31/2011

cuRREnt assEts cuRREnt LiaBiLitiEsCash and cash equivalents 5 435,621 87,066 946,916 604,551 trade payables 552 2,088 150,138 131,851 securities 6 - - 28,498 30,106 borrowings and financing 19 574,108 - 804,722 161,120 trade receivables 7 - - 254,032 176,505 Finance lease 20 - - 599 2,016 recoverable taxes 8 13,812 13,620 31,948 27,403 debentures 21 - - 207,144 378,634 dividends and interest on capital receivable 9 14,032 133,157 - - taxes, fees and contributions payable 18 368 316 30,795 21,566 prepaid expenses 10 202 96 7,603 8,503 payroll and related taxes 26 7,876 5,505 54,309 30,354 other receivables 210 259 40,784 30,564 tax debt refinancing program (reFIs) - - 1,848 259 total current assets 463,877 234,198 1,309,781 877,632 related parties - trade payables 22 - - 5,163 1,787

Concession fee payable 25 - - 18,158 17,082 noncuRREnt assEts Income tax and social contribution payable - - 29,397 20,152 securities 6 - - 50,658 37,201 provision for maintenance 23 - - 63,531 38,286 deferred taxes 17.a) - - 59,371 68,444 provision for future construction work 24 - - 2,141 12,527 escrow deposits 11 9,615 9,116 91,129 25,242 other payables 10,279 9,080 66,491 46,296 Indemnity assets 12 - - 3,632 2,870 total current liabilities 593,183 16,989 1,434,436 861,930 related parties - trade receivables 22 6,487 36 - - other receivables - - 32,537 6,383 noncuRREnt LiaBiLitiEsprepaid expenses 10 - - 360 410 borrowings and financing 19 - - 164,346 189,187 Investments: Finance lease 20 - - 64 641

In subsidiaries 13 1,220,196 1,407,312 10 10 debentures 21 - - 2,107,637 944,565 goodwill 13 996,152 246,040 - - tax debt refinancing program (reFIs) - - 11,905 2,710

Investment property 14 - - - 51,603 other payables - - 46,705 4,952 property, plant and equipment 15 4,582 4,932 590,719 287,933 deferred taxes 17.a) 163 2,677 2,880 24,430 Intangible assets 16 73 92 4,057,759 2,798,709 provision for tax, labor and civil risks 27 60 - 127,004 52,634 total noncurrent assets 2,237,105 1,667,528 4,886,175 3,278,805 provision for maintenance 23 - - 115,131 133,259

provision for future construction work 24 - - 10,040 1,929 Concession fee payable 25 - - 50,321 55,099 total noncurrent liabilities 223 2,677 2,636,033 1,409,406

sHaREHoLdERs' EQuityCapital 28.a) 1,320,549 1,320,549 1,320,549 1,320,549 earnings reserve - legal 28.c) 111,855 90,751 111,855 90,751 setup of earnings reserve - capital budget 28.d) 578,037 388,105 578,037 388,105 earnings reserve - additional dividends proposed 28.e) 65,268 51,431 65,268 51,431 Capital reserve - stock option plan 28.f) 31,867 31,224 31,867 31,224 attributable to the Company's owners 2,107,576 1,882,060 2,107,576 1,882,060 noncontrolling interests in subsidiaries’ equity 28.h) - - 17,911 3,041 total shareholders' equity 2,107,576 1,882,060 2,125,487 1,885,101

total assets 2,700,982 1,901,726 6,195,956 4,156,437 total lIabIlItIes and shareholders’ equItY 2,700,982 1,901,726 6,195,956 4,156,437 the accompanying notes are an integral part of these financial statements. the accompanying notes are an integral part of these financial statements.


noteParent


(ifRs & BR gaaP)12/31/2012 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)

gRoss PRofit - - 1,246,757 1,016,548

oPERating incoME (EXPEnsEs)

general and administrative expenses 31 (48,422) (41,393) (342,976) (228,100)

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

financE incoME (costs)

Finance income 32 15,622 30,350 82,557 107,329

Finance costs 32 (33,880) (3,129) (347,509) (290,409)

(18,258) 27,221 (264,952) (183,080)

oPERating incoME BEfoRE incoME taX and sociaL contRiBution 419,534 387,468 688,101 605,188

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)

PRofit foR tHE yEaR 422,072 383,017 427,045 387,566

attRiButaBLE to

Company's owners 422,072 383,017 422,072 383,017

noncontrolling interests - - 4,973 4,549

422,072 383,017 427,045 387,566

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.

ReSult

14 ECORODOVIAS

Parent (BR gaaP)

consolidated (ifRs e BR gaaP)

12/31/2012 12/31/2011 12/31/2012 12/31/2011

PRofit foR tHE yEaR 422,072 383,017 427,045 387,566

otHER coMPREHEnsivE incoME - - - -

coMPREHEnsivE incoME foR tHE yEaR 422,072 383,017 427,045 387,566

attRiButaBLE to

Company’s shareholders 422,072 383,017

shareholders other than the Company’s 4,973 4,549


StAtementS OF COmPReHenSIVe


attRiButaBLE to suBsidiaRY’s sHaREHoLdERs

capital reserve Earnings reservesEquity

attributable to controlling

(BR gaaP)

noncontrolling interests in

subsidiaries’ equity

consolidated shareholders’

equity (ifRs & BR gaaP)note share

capital stock option plan Legaladditional dividends proposed

capital budget

Retained earnings

BaLancE as at dEcEMBER 31, 2010 1,320,549 31,149 71,600 142,158 215,747 - 1,781,203 6,664 1,787,867

effect of noncontrolling interests in subsidiaries - - - - - - - (8,172) (8,172)

treasury shares 28.g) - (2,011) - - - - (2,011) - (2,011)

stock option plan 28.f) - 2,086 - - - - 2,086 - 2,086

distributed dividends (r$0.25 per share) 28.e) - - - (142,157) - - (142,157) - (142,157)

profit for the year - - - - - 383,017 383,017 4,549 387,566

allocation of profit:

legal reserve 28.e) - - 19,151 - - (19,151) - - -

setup of earnings reserve - capital budget 28.d) - - - - 172,358 (172,358) - - -

Interim dividends paid (r$0.25 per share) 28.e) - - - - - (140,078) (140,078) - (140,078)

setup of accrued dividends 28.e) - - - 51,430 - (51,430) - - -


effect of noncontrolling interests in subsidiaries 4.a)(vi) - - - - - - - 15,001 15,001

treasury shares 28.g) - (815) - - - - (815) - (815)


distributed dividends (r$0.09 per share) 28.e) - - - (51,431) - - (51,431) (5,104) (56,535)



legal reserve 28.e) - - 21,104 - - (21,104) - - -






DmPl

16 ECORODOVIAS

attRiButaBLE to suBsidiaRY’s sHaREHoLdERs

capital reserve Earnings reservesEquity

attributable to controlling

(BR gaaP)

noncontrolling interests in

subsidiaries’ equity

consolidated shareholders’

equity (ifRs & BR gaaP)note share

capital stock option plan Legaladditional dividends proposed

capital budget

Retained earnings


effect of noncontrolling interests in subsidiaries - - - - - - - (8,172) (8,172)

treasury shares 28.g) - (2,011) - - - - (2,011) - (2,011)


distributed dividends (r$0.25 per share) 28.e) - - - (142,157) - - (142,157) - (142,157)



legal reserve 28.e) - - 19,151 - - (19,151) - - -





effect of noncontrolling interests in subsidiaries 4.a)(vi) - - - - - - - 15,001 15,001

treasury shares 28.g) - (815) - - - - (815) - (815)


distributed dividends (r$0.09 per share) 28.e) - - - (51,431) - - (51,431) (5,104) (56,535)



legal reserve 28.e) - - 21,104 - - (21,104) - - -







Parent (BR gaaP)


12/31/2012 12/31/2011 12/31/2012 12/31/2011

casH fLows fRoM oPERating activitiEsIncome before income tax and social contribution 419,534 387,468 688,101 605,188

adjustments to reconcile income before income tax and social contribution to net cash (used in) generated by operating activities:

depreciation and amortization 1,110 999 237,426 168,230

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

Financial charges and inflation adjustment to borrowings, financing, and debentures 26,247 - 296,087 236,280

Inflation adjustment to concession fee payable - - 9,813 9,548

setup of provision for tax, labor and civil losses, escrow deposits, and inflation adjustment 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)

sale of investment property - net of cash (see note 4.d)) - - (61,904) -

equity in subsidiaries (497,596) (401,588) - -

deferred taxes (2,515) (100) 136 1,466

(Increase) decrease in operating assets:

trade receivables - - (12,321) (48,783)

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)

Increase (decrease) in operating liabilities:

trade payables (1,536) 859 (22,452) 34,649

payroll and related taxes 2,371 656 9,720 1,691

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)

other payables 3,715 815 43,883 4,576

Income tax and social contribution paid 23 (4,546) (254,049) (202,908)

Interest paid - - (242,134) (183,802)

net cash (used in) generated by operating activities (45,858) (14,292) 698,375 620,795

casH fLows fRoM invEsting activitiEs dividends received 971,719 21,406 - -

Cash flows on acquisition of tecondi (see note 4.c)) - - (741,086) -

acquisition of investment propriety - - (2,066) (9,042)

CASH FlOWS

18 ECORODOVIAS

Parent (BR gaaP)


12/31/2012 12/31/2011 12/31/2012 12/31/2011

net cash effect on sale of investment property (see note 4.d)) - - 82.397 -

purchase of tangible and intangible assets (245) (2,765) (423,256) (301,091)

Investment in subsidiaries - capital contributions (see note 13) (925,577) (13) - -

net cash generated by (used in) investing activities 45,897 18,628 (1,084,011) (310,133)

casH fLows fRoM financing activitiEsCommission of promissory note 3,432 - 3,432 -

Concession fee payable - (13,515) (12,004)

securities - (7,895) (35,834)

leases, loans, financing and debentures raised - third parties 544,429 - 2,234,830 544,465

repayment of leases, borrowings, financing, and debentures - - (1,286,188) (691,041)

payment of treasury shares (815) (2,011) (815) (2,011)

stock options granted (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)

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)

Cash and cash equivalents at the beginning of the year 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)



Parent (BR gaaP)


12/31/2012 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)

materials, power, outside services and other (30,726) (19,741) (200,779) (131,796)

other - - (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)

vaLuE addEd (consuMEd)By tHE coMPany, nEt (43,218) (20,740) 1,527,703 1,154,226

wEaLtH REcEivEd in tRansfER

Finance income 15,622 30,350 82,557 107,329

equity in subsidiaries 506,011 401,588 - -

other income, net - 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

personnel 25,001 20,653 326,612 212,373

direct compensation 23,156 19,076 269,288 210,794

benefits 1,254 1,083 43,644 1,083

severance pay fund (Fgts) 591 494 13,680 496

DVA

20 ECORODOVIAS

Parent (BR gaaP)


12/31/2012 12/31/201 12/31/2012 12/31/2011

taxes, fees and contributions (2,538) 4,451 509,094 371,824

Federal (2,538) 4,451 401,714 320,241

state - - 3,423 3,214

municipal - - 103,957 48,369

debt 33,880 3,129 347,509 290,409

Interest 26,247 - 219,919 188,002

other 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

noncontrolling interests - - 4,973 4,549

legal reserve 21,104 19,151 21,104 19,151

setup of earnings reserve - capital budget 189,932 172,358 189,932 172,358

setup of accrued dividends 65,268 51,430 65,268 51,430



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 intermo-dal 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 - con-juntos 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 repor-ting standards (iFrss), issued by the international accounting standards Board (iasB), and the ac-counting 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 com-mittee (“cpc”), approved by the Federal accounting council (“cFc”) and the Brazilian securities and exchan-ge commission (“cVm”).

the individual financial statements measure investments in subsidiaries, jointly controlled projects and as-sociates 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.

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)

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 receiva-bles 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 subsi-diaries 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 ‘noncon-trolling interests’, respectively.


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 for-mer 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 tec-nologia de pagamentos s.a. - stp of r$ 113,810, r$ 93,236, r$ 20,574, and r$ 17,966, respecti-vely, 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 liabili-ties 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 recog-nized 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 recog-nized 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 alloca-ted 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 de-signated 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:

• this designation eliminates or significantly reduces an inconsistency that might arise upon measu-rement or recognition.

• it is part of a managed group of financial assets or liabilities, or both, and its performance is evalua-ted 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.


• 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 combi-ned 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 im-pairment 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 catego-ries above.

available-for-sale financial assets are measured at fair value. interest, inflation adjustment and exchan-ge 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:

• 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.

26 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 measu-rement or recognition.

• they are part of a managed group of financial assets or financial liabilities, or both, whose perfor-mance is valued based on its fair value, in accordance with the company’s documented risk mana-gement 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 subse-quently measured at amortized cost using the effective interest method, with interest expense recog-nized 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 finan-cial 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 estima-tes 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 re-cognized as cost in the income statement for the year to which they refer.


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 pro-perty (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 re-cognized 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 whene-ver 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 pro-fit 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 ecoro-dovias 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 re-venue (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.


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 tecnolo-gia 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 dis-bursements 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 es-timate, 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 ope-ration 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 com-pensation 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 warehou-sing 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 di-rectly in equity.


2.23. Basic and diluted earnings per share

the basic earnings per share are calculated by dividing the profit attributable to the company’s sharehol-ders 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 com-mon 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 cer-tain 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, elec-tric 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:

• 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 adop-tion of iFrss.

• ias 19 (revised in 2011) - employee Benefits - changes the accounting of defined benefit plans and termination benefits.

32 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 chan-ges 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 equi-pment 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.


• 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.


• 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 tec-nologia 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 con-trolled 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 ‘invest-ments’ 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 af-ter 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.


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 im-provement and construction costs wither as intangible or financial assets, and assessment of future economic be-nefits 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 com-pletion 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 analy-zing independent projection variables, such as macroeconomic variables (Gross Domestic product (GDp), exten-ded 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 construc-tion profit margins, management assesses issues related to the primary responsibility for the provision of cons-truction services, even in the cases in which services are outsourced; costs on works management and/or monito-ring; 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 con-tractual obligations whose economic benefits are already accrued by the company, and the provision for main-tenance 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.


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 reco-verable 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 en-tities 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:

12/31/2012 12/31/2011direct subsidiaries:

ecorodovias Concessões e serviços s.a. (i) 100.00% 100.00%elog s.a. (see note 4.b)(v)) - 80.00%elog s.a. (formerly elog sudeste s.a.) (ii) 80.00% -ecoporto holding s.a. (iii) - 100.00%serviços de tecnologia de pagamentos s.a. - stp (iv) 12.75% 12.75%eIl01 participações s.a. (v) 100.00% 100.00%rodovia das Cataratas s.a. - ecocataratas (see note 4.b)(i)) - 100.00%eCo101 Concessionária de rodovias s.a. (vi) 80.00% -eIl02 s.a. (vii) 100.00% -tecondi - terminal para Contêineres da margem direita s.a. (viii) 100.00% -termares - terminais marítimos especializados ltda. (ix) 100.00% -termlog - transporte e logística ltda. (x) 100.00% -

Indirect subsidiaries:

ecorodovias Concessões e serviços s.a.:Concessionária ecovias dos Imigrantes s.a. (xi) 100.00% 100.00%Concessionária ecovia Caminho do mar s.a. (xii) 100.00% 100.00%empresa Concessionária de rodovias do sul s.a. - ecosul (xiii) 90.00% 90.00%Concessionária das rodovias ayrton senna e Carvalho pinto s.a. - ecopistas (xiv) 100.00% 100.00%

rodovia das Cataratas s.a. - ecocataratas (xv) 100.00% - elog s.a. (formerly elog sudeste s.a.):

ecopátio logística Cubatão ltda. (xvi) 100.00% 100.00%elg-01 participações ltda. (xvii) 100.00% 100.00%elog logística sul ltda. (xviii) 100.00% 100.00%anish empreendimentos e participações ltda. (xix) 100.00% 100.00%paquetá participações ltda. (xx) 100.00% 100.00%ecopátio Clb Imigrantes empreendimentos Imobiliários s.a. - 50.00%

36 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, engi-neering 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 sha-reholder. 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 automa-ted 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 sha-reholder.

(vi) eco101 concessionária de rodovias s.a., incorporate on march 22, 2012, is engaged in the ope-ration 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 cor-responding 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 com-panies tecondi and termares, and is expanding its services to serve the part load transportation and distribution market.


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 ope-rating, 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 stret-ches 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, cen-tral 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)).

(xvi) ecopátio logística cubatão ltda. was established on april 5, 2006 and is engaged in the manage-ment 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 re-DeX (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 cus-tomers.

(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, hol-ding company or shareholder.

(xx) paquetá participações ltda. is engaged in managing own assets, including, but not limited to, marke-table securities and financial assets of any nature and holding direct or indirect interest, as partner or shareholder in any entity.

38 ECORODOVIAS

b) corporate restructuring

in 2012 the ecorodovias Group has conducted a few corporate restructuring transactions aiming at simpli-fying 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. - eco-cataratas 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 eco-porto holding s.a. with into the then controlling shareholder aba porto participações s.a. was ap-proved, 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%.


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 conclu-ded 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:

(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.

40 ECORODOVIAS

the acquisition’s cash flow was as follows:

BaLancEs at 05/31/2012

total assets 994,509total liabilities (833,286) shareholders’ equity 161,223goodwill arising on transaction 1,136,118total acquisition cost 1,297,341Cash 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 161,223Cash and cash equivalents 556,255trade receivables 102,110other receivables 24,975escrow deposits 51,271deferred taxes 374property, plant and equipment 258,118Intangible assets 1,406trade payables (40,814)borrowings and financing (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., re-presenting 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).


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) consoLidatEd (ifRs & BR gaaP)

12/31/2012 12/31/2011 12/31/2012 12/31/2011

Cash and banks 77 83 33,676 33,378

short-term investments:

exclusive fund (a) 336,004 78,917 418,238 374,612

bank Certificates of deposit (Cdbs) (b) 99,540 8,066 495,002 196,561

435,621 87,066 946,916 604,551

(a) Fund organized as an exclusive investment fund, classified as “fixed income”, pursuant to the prevailing regu-lation, 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 conserva-tive portfolio. in order to fulfill its goals, the Fund should have at least 80% of the asset portfolio directly rela-ted 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 (Brazi-lian 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 pe-riods 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 chan-ges 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).


6. ReStRICteD SeCuRItIeS - COnSOlIDAteD (IFRS & BR GAAP)

securities are temporary short-term investments represented by highly-liquid securities.

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 eco-pistas and companhia ambiental do estado de são paulo (cetesB), which will use the funds as environ-mental compensation with respect to lawsuits to be determined and approved by the environmental com-pensation 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.

7. tRADe ReCeIVABleS - COnSOlIDAteD (IFRS & BR GAAP)

these amounts are broken down as follows:

12/31/2012 12/31/2011

domestic customers (a) 270,135 187,760

Foreign customers (b) 2,958 1,246

273,093 189,006

allowance for doubtful debts (c) (19,061) (12,501)

254,032 176,505

44 ECORODOVIAS

(a) represented basically by electronic tolls receivable relating to services provided by the direct subsidiary ser-viços de tecnologia de pagamentos s.a. - stp, “sem parar” system management company, and logistics recei-vables, 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

Current 240,704 170,718

past due:

up to 30 days 6,909 2,264

31 to 90 days 2,881 1,996

91 to 180 days 3,538 1,527

over 180 days 19,061 12,501

32,389 18,288

273,093 189,006

changes in the allowance for doubtful accounts:

12/31/2012 12/31/2011

opening balance 12,501 9,094

amounts written off in the year as uncollectible 14,387 5,205amounts recovered in the year (7,827) (1,798)Closing balance 19,061 12,501

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.


8. ReCOVeRABle tAxeS PaREnt

(BR gaaP)consoLidatEd

(ifRs & BR gaaP)12/31/2012 12/31/2011 12/31/2012 12/31/2011

Withholding income tax (IrrF) 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. 9. DIVIDenDS AnD InteReSt On CAPItAl ReCeIVABle - PARent (BR GAAP)

12/31/2011 PRoPosEd REcEivEd iRRf 12/31/2012

rodovia das Cataratas s.a. -ecocataratas 544 - (544) - -

ecorodovias Concessões e serviços s.a. 132,613 819,719 (954,329) 3,692 1,695

elog s.a. (formerly elog sudeste s.a.) - 12,337 (2,087) 2,087 12,337

serviços de tecnologia de pagamentos s.a. - stp - 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 insu-rance 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.

12/31/2012 12/31/2011


acquisition of new company (*) 51,271 -

additions 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).


13. 1. InVeStmentS - PARent (BR GAAP

aMounts of invEstEEs12/31/2012

diREct intEREst PERcEntagE - % invEstMEnt EQuitY in

suBsidiaRiEs

equity Profit/loss for the year 12/31/2012 12/31/2011 12/31/2012 12/31/2011 12/31/2012 12/31/2011

elog s.a. - see note 4.b)(v) - 39,864 - 80 - 241,334 31,891 (12,701)

ecorodovias Concessões e serviços s.a. 776,115 436,431 100 100 776,115 857,341 436,431 369,033

serviços de tecnologia de pagamentos s.a. - stp 161,365 140,908 12.75 12.75 20,574 17,367 17,966 14,613

ecoporto holding s.a. - see note 4.b)(iii) - - 100 100 - 1 8,621 (8)eIl-01 participações ltda. - (1) 100 100 1 - - -

elog s.a. (formerly elog sudeste s.a.) - see note 4.b)(v) 318,491 (6,328) 80 80 254,941 - (3,860) -

tecondi - terminal para Contêineres da margem direita s.a. 12,593 22,169 100 100 12,593 - 6,489 -termares - terminais marítimos especializados ltda. 79,279 22,218 100 100 79,279 - 3,503 -termlog transporte e logística ltda. 24,889 25,236 100 100 24,889 - 3,566 -rodovia das Cataratas s.a. - ecocataratas - see note 4.b)(i) - - - 100 - 298,617 6,815 30,324

eCo101 Concessionária de rodovias s.a. 73,531 (1,469) 80 - 58,825 - (1,175) -

unrealized profit - ecopátio logística Cubatão ltda. - - - - (7,021) (7,348) 327 327

1,220,196 1,407,312 497,596 401,588

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

12/31/2010dividEnds

and intEREst on caPitaL

caPitaL

contRiButionEQuitY

REcLassificationstock

oPtion PLan

EQuitY in

suBsidiaRiEs 12/31/2011

elog s.a. 254,101 - - (66) - (12,701) 241,334

ecorodovias Concessões e serviços s.a. 627,750 (139,553) - - 111 369,033 857,341

serviços de tecnologia de pagamentos s.a. - stp 12,537 (9,784) - - - 14,614 17,367

ecoporto holding s.a. (4) - 13 - - (8) 1

eIl01 participações ltda. 1 (1) - - - - -

rodovias das Cataratas s.a. - ecocataratas 268,777 (543) - - 59 30,324 298,617

unrealized profit - ecopátio logística Cubatão ltda. (7,674) - - - - 326 (7,348)

1,155,488 (149,881) 13 (66) 170 401,588 1,407,312

48 ECORODOVIAS

13. 1. InVeStmentS - PARent (BR GAAP

aMounts of invEstEEs12/31/2012

diREct intEREst PERcEntagE - % invEstMEnt EQuitY in

suBsidiaRiEs

equity Profit/loss for the year 12/31/2012 12/31/2011 12/31/2012 12/31/2011 12/31/2012 12/31/2011

elog s.a. - see note 4.b)(v) - 39,864 - 80 - 241,334 31,891 (12,701)

ecorodovias Concessões e serviços s.a. 776,115 436,431 100 100 776,115 857,341 436,431 369,033

serviços de tecnologia de pagamentos s.a. - stp 161,365 140,908 12.75 12.75 20,574 17,367 17,966 14,613

ecoporto holding s.a. - see note 4.b)(iii) - - 100 100 - 1 8,621 (8)eIl-01 participações ltda. - (1) 100 100 1 - - -

elog s.a. (formerly elog sudeste s.a.) - see note 4.b)(v) 318,491 (6,328) 80 80 254,941 - (3,860) -

tecondi - terminal para Contêineres da margem direita s.a. 12,593 22,169 100 100 12,593 - 6,489 -termares - terminais marítimos especializados ltda. 79,279 22,218 100 100 79,279 - 3,503 -termlog transporte e logística ltda. 24,889 25,236 100 100 24,889 - 3,566 -rodovia das Cataratas s.a. - ecocataratas - see note 4.b)(i) - - - 100 - 298,617 6,815 30,324

eCo101 Concessionária de rodovias s.a. 73,531 (1,469) 80 - 58,825 - (1,175) -

unrealized profit - ecopátio logística Cubatão ltda. - - - - (7,021) (7,348) 327 327

1,220,196 1,407,312 497,596 401,588


12/31/2010dividEnds

and intEREst on caPitaL

caPitaL

contRiButionEQuitY

REcLassificationstock

oPtion PLan

EQuitY in

suBsidiaRiEs 12/31/2011

elog s.a. 254,101 - - (66) - (12,701) 241,334

ecorodovias Concessões e serviços s.a. 627,750 (139,553) - - 111 369,033 857,341

serviços de tecnologia de pagamentos s.a. - stp 12,537 (9,784) - - - 14,614 17,367

ecoporto holding s.a. (4) - 13 - - (8) 1

eIl01 participações ltda. 1 (1) - - - - -

rodovias das Cataratas s.a. - ecocataratas 268,777 (543) - - 59 30,324 298,617

unrealized profit - ecopátio logística Cubatão ltda. (7,674) - - - - 326 (7,348)

1,155,488 (149,881) 13 (66) 170 401,588 1,407,312



12/31/2011dividEnds and

intEREst on caPitaL

caPitaL contRiBution MERgER of cataRatas

MERgER of ELog s.a.

stock oPtion PLan

sPin-off aBa PoRto

EQuitY in suBsidiaRiEs 31/12/2012

(a) (b) (c) (d)elog s.a. 241,334 - - - (273,225) - - 31,891 -ecorodovias Concessões e serviços s.a. 857,341 (823,411) - 305,432 - 322 - 436,431 776,115serviços de tecnologia de pagamentos s.a. - stp 17,367 (14,759) - - - - - 17,966 20,574ecoporto holding s.a. 1 - 716,550 - - (725,172) 8,621 -eIl-01 participações ltda. - - 1 - - - - - 1elog s.a. (formerly elog sudeste s.a.) - (14,424) - 273,225 - - (3,860) 254,941tecondi - terminal para Contêineres da margem direita s.a. - - 149,026 - - - (129,944) (6,489) 12,593termares terminais marítimos especializados ltda. - - - - - - 75,776 3,503 79,279termlog transporte e logística ltda. - - - - - - 21,323 3,566 24,889rodovias das Cataratas s.a. - ecocataratas 298,617 - - (305,432) - - - 6,815 -eCo101 Concessionária de rodovias s.a. - - 60,000 - - - - (1,175) 58,825unrealized profit - ecopátio logística Cubatão ltda. (7,348) - - - - - - 327 (7,021)

1,407,312 (852,594) 925,577 - - 322 (758,017) 497,596 1,220,196

(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 addition WRitE-off aMoRtiZation 12/31/2011 goodwill - ecosul 7,833 - - (513) 7,320goodwill - elog 239,015 - - (295) 238,720 246,848 - - (808) 246,040

12/31/2010 addition WRitE-off aMoRtiZation 12/31/2011 goodwill - ecosul 7,320 - - (511) 6,809goodwill - elog 238,720 - (7,394) - 231,326goodwill - ports (*) - 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


12/31/2011dividEnds and

intEREst on caPitaL

caPitaL contRiBution MERgER of cataRatas

MERgER of ELog s.a.

stock oPtion PLan

sPin-off aBa PoRto

EQuitY in suBsidiaRiEs 31/12/2012

(a) (b) (c) (d)elog s.a. 241,334 - - - (273,225) - - 31,891 -ecorodovias Concessões e serviços s.a. 857,341 (823,411) - 305,432 - 322 - 436,431 776,115serviços de tecnologia de pagamentos s.a. - stp 17,367 (14,759) - - - - - 17,966 20,574ecoporto holding s.a. 1 - 716,550 - - (725,172) 8,621 -eIl-01 participações ltda. - - 1 - - - - - 1elog s.a. (formerly elog sudeste s.a.) - (14,424) - 273,225 - - (3,860) 254,941tecondi - terminal para Contêineres da margem direita s.a. - - 149,026 - - - (129,944) (6,489) 12,593termares terminais marítimos especializados ltda. - - - - - - 75,776 3,503 79,279termlog transporte e logística ltda. - - - - - - 21,323 3,566 24,889rodovias das Cataratas s.a. - ecocataratas 298,617 - - (305,432) - - - 6,815 -eCo101 Concessionária de rodovias s.a. - - 60,000 - - - - (1,175) 58,825unrealized profit - ecopátio logística Cubatão ltda. (7,348) - - - - - - 327 (7,021)

1,407,312 (852,594) 925,577 - - 322 (758,017) 497,596 1,220,196

(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 addition WRitE-off aMoRtiZation 12/31/2011 goodwill - ecosul 7,833 - - (513) 7,320goodwill - elog 239,015 - - (295) 238,720 246,848 - - (808) 246,040

12/31/2010 addition WRitE-off aMoRtiZation 12/31/2011 goodwill - ecosul 7,320 - - (511) 6,809goodwill - elog 238,720 - (7,394) - 231,326goodwill - ports (*) - 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).

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 costLand and

BuiLdings

balance at december 31, 2010 43,599additions 9,042Write-offs (65)depreciation (973)balance at december 31, 2011 51,603 balance at december 31, 2011 51,603additions 2,066Write-offs (15)depreciation (882)sale of stake (*) (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.


15. PROPeRtY, PlAnt AnD eQuIPment

a) parent (Br Gaap)

HaRdWaRE an EQuiPMEnt

MacHinERY an EQuiPMEnt

fuRnituRE an fixtuREs BuiLdings otHER totaL

balance at december 31, 2010 214 100 235 1,653 455 2,657

additions 157 34 56 - 2,476 2,723

transfers (22) - - - 22 -

depreciation (108) (25) (43) (76) (196) (448)

balance at december 31, 2011 241 109 248 1,577 2,757 4,932

average annual depreciation rates - % 20.0 10.0 10.0 3.7 10.0





additions 143 2 4 - 76 225

Write-offs - - - - (15) (15)

depreciation (105) (25) (48) (76) (306) (560)



b) consolidated - (iFrs & Br Gaap)



fuRnituRE an fixtuREs Land BuiLdings constRuctio in

PRogREss iMPRovEMEnts otHER totaL

balance at december 31, 2010 53,673 15,623 6,318 12,461 92,663 5,670 3,184 29,102 218,694

additions 26,923 3,734 2,048 1,405 6,674 27,370 5,451 23,404 97,009Write-offs (228) (59) (8) - - - - (2,479) (2,774)transfer 1,761 411 1,004 - 17,064 (15,499) 2,366 2,424 9,531depreciation (18,659) (2,600) (1,062) - (4,821) - (1,699) (5,686) (34,527)


average annual depreciation rates - % 20.0 10.0 10.0 - 5.0 - 3.7 10.0

52 ECORODOVIAS

15. PROPeRtY, PlAnt AnD eQuIPment

a) parent (Br Gaap)




balance at december 31, 2010 214 100 235 1,653 455 2,657

additions 157 34 56 - 2,476 2,723

transfers (22) - - - 22 -

depreciation (108) (25) (43) (76) (196) (448)







additions 143 2 4 - 76 225

Write-offs - - - - (15) (15)

depreciation (105) (25) (48) (76) (306) (560)



b) consolidated - (iFrs & Br Gaap)






additions 26,923 3,734 2,048 1,405 6,674 27,370 5,451 23,404 97,009Write-offs (228) (59) (8) - - - - (2,479) (2,774)transfer 1,761 411 1,004 - 17,064 (15,499) 2,366 2,424 9,531depreciation (18,659) (2,600) (1,062) - (4,821) - (1,699) (5,686) (34,527)









additions through acquisition of new companies (*) 2,187 93,148 2,940 - - 5,489 148,432 5,922 258,118

additions 26,592 11,576 2,892 609 300 21,838 4,104 51,940 119,851

Write-offs (262) 825 (27) (420) - (3,272) (64) (8,919) (12,139)

transfers 1,938 11,497 (955) - 152 (1,706) 2,520 (16,531) (3,085)

depreciation (25,721) (12,219) (1,503) - (5,605) - (10,060) (4,851) (59,959)



(*) see note 4.c).

as at December 31, 2012 there were no property, plant and equipment items pledged as collateral of borro-wings 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






additions through acquisition of new companies (*) 2,187 93,148 2,940 - - 5,489 148,432 5,922 258,118

additions 26,592 11,576 2,892 609 300 21,838 4,104 51,940 119,851

Write-offs (262) 825 (27) (420) - (3,272) (64) (8,919) (12,139)

transfers 1,938 11,497 (955) - 152 (1,706) 2,520 (16,531) (3,085)

depreciation (25,721) (12,219) (1,503) - (5,605) - (10,060) (4,851) (59,959)



(*) see note 4.c).

16. IntAnGIBle ASSetS

a) parent (Br Gaap)

softWaR LicEnsEs otHER totaL

balance at december 31, 2010 86 2 88

additions 42 - 42

amortization (36) (2) (38)

balance at december 31, 2011 92 - 92

average annual amortization rate - % 20.0 20.0

softWaRE

LicEnsEs balance at december 31, 2011 92

additions 20

amortization (39)

balance at december 31, 2012 73

average annual amortization rate - % 20.0


b) consolidated (iFrs & Br Gaap)

concEssion aRRangEMEnts

goodWiLL - EcosuL softWaRE in PRogREss goodWiL ELog

s.a.

goodWiL EcoPátio cuBatão

goodWiLL ELog otHER totaL

balance at december 31, 2010 2,398,191 7,833 22,209 6,348 61,634 3,769 239,015 147 2,739,146

additions (ii) 164,351 - 10,617 29,114 - - - - 204,082

Write-offs (855) - - (1,403) - - - - (2,258)

transfers 20,097 - - (25,418) (4,210) - - - (9,531)

amortization (122,214) (513) (7,640) - (1,947) - (296) (120) (132,730)


average annual amortization rates - % (iii) - 20.0 - 8.3 - 5.5 20.0



s.a.




additions through acquisition of new companies (i) 1,136,117 - 1,401 - - - - 5 1,137,523

additions (ii) 269,620 - 11,743 22,042 - - - - 303,405

Write-offs (820) - (2) (398) - - (7,158) - (8,378)

transfers (5,192) - (3) 7,694 - - - 586 3,085

amortization (156,088) (512) (9,003) - (10,732) - (237) (13) (176,585)



(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

b) consolidated (iFrs & Br Gaap)



s.a.




additions (ii) 164,351 - 10,617 29,114 - - - - 204,082

Write-offs (855) - - (1,403) - - - - (2,258)

transfers 20,097 - - (25,418) (4,210) - - - (9,531)

amortization (122,214) (513) (7,640) - (1,947) - (296) (120) (132,730)





s.a.




additions through acquisition of new companies (i) 1,136,117 - 1,401 - - - - 5 1,137,523

additions (ii) 269,620 - 11,743 22,042 - - - - 303,405

Write-offs (820) - (2) (398) - - (7,158) - (8,378)

transfers (5,192) - (3) 7,694 - - - 586 3,085

amortization (156,088) (512) (9,003) - (10,732) - (237) (13) (176,585)



(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).


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)

12/31/2012 12/31/2011

provision for tax, labor and civil risks 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

appreciation - elog s.a. (479) (7,783)

Concession fee payable 6,366 4,359

other (3,715) 3,503

166,148 129,453

34% 34%

56,491 44,014

Classified as:noncurrent assets 59,371 68,444noncurrent liabilities (2,880) (24,430)

Deferred income tax and social contribution liabilities arise from goodwill, which is an intangible asset with fini-te 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, consi-dering the probable ability of the company to generate future taxable income, using the main variables appli-cable 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:


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 4,159 12,295

after 2016 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

Income before income tax and social contribution 419,534 387,468 688,101 605,188

tax rate 34% 34% 34% 34%Income tax and social contribution expense at statutory tax rate (142,642) (131,739) (233,954) (205,764)

adjustments to effective tax rate:

equity in associates and subsidiaries 169,183 136,540 - -

amortization of goodwill on investments (131) - - -

amortization of goodwill on investments in ecovias - - (1,488) (100)amortization of goodwill on investments in Cataratas

- - 1,119 -

unrecognized tax credits (24,003) (9,252) (26,733) (11,758)

Income tax and social contribution expenses 2,538 (4,451) (261,056) (217,622)

Current income tax and social contribution expenses 23 (4,551) (253,880) (207,794)

deferred income tax and social contribution expenses 2,515 100 (7,176) (9,828)


18. tAxeS, FeeS AnD COntRIButIOnS PAYABle

PaREnt (BR gaaP) consoLidatEd (ifRs & BR gaaP)

12/31/2012 12/31/2011 12/31/2012 12/31/2011taxes on revenue:service tax (Iss) - - 10,523 7,744tax on revenue (CoFIns) 240 161 8,852 5,698tax on revenue (pIs) 52 35 1,936 1,235Withholding Iss 2 4 1,444 1,167other taxes 74 116 8,040 5,722

368 316 30,795 21,566

19. BORROWInGS, FInAnCInG, AnD PROmISSORY nOteS - PARent AnD COnSOlIDAteD (IFRS & BR GAAP)

LEndERfinaL

MatuRitYavERagE

intEREst RatE PaREnt consoLidatEd

12/31/2012 12/31/2012 12/31/2011In local currency:

Working capital (b) 6/15/2023 tJlp + 2.40% p.a. - 114,601 131,871Working capital 6/15/2021 12.40% p.a. - - 343Working capital (d) 11/19/2013 107.70% of CdI - 35,312 6,213Working capital 11/23/2012 110.20% of CdI - - 35,461Working capital (k) 10/28/2014 CdI + 2.03% p.a. - 26,544 39,567Working capital (c) 10/25/2013 109.00% of CdI - 80,567 80,883Working capital (l) 12/16/2013 tJlp + 3.90% p.a. - 58 116Working capital (g) 6/5/2015 CdI + 3% p.a. - 31,866 -Working capital (d) 12/6/2013 112.50% of CdI - 48,215 -Credit facility (e) 5/15/2017 tJlp + 2.83% - 987 -real estate credit note (i) 2/8/2020 IpCa + 7.20% p.a. - - 34,203equipment (m) 6/15/2016 14.53% p.a. - 26,404 3,410CdC (n) 11/28/2014 14.51% p.a. - 145 353promissory notes (a) 5/23/2013 108% of CdI 574,108 574,108 -bank credit note (f) 5/18/2013 14.84% p.a. - 504 -Working capital (h) 7/21/2014 CdI + 0.15% p.a. - 25,238 -

574,108 964,549 332,420In foreign currency:

equipment - us$ (l) 1/20/2014 9.00% p.a. + forex - 377 576equipment - eur (l) 9/25/2013 9.00% p.a. + forex - 312 564equipment - eur (l) 10/15/2013 8.60% p.a. + forex - 323 389Working capital - us$ (j) 12/4/2015 libor + 4.20% p.a. - - 13,421equipment - us$ (l) 3/15/2014 Forex + 9.25% p.a. - 1,583 756equipment - eur (l) 10/9/2015 Forex + 5.82% p.a. - 364 411equipment - eur (l) 4/10/2015 Forex + 7.25% p.a. - 776 1,067equipment - eur (l) 11/30/2015 Forex + 8.60% p.a. - 784 703

- 4,519 17,887 574,108 969,068 350,307 Current 574,108 804,722 161,120noncurrent - 164,346 189,187

60 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

changes in borrowings and financing and promissory notes are as follows:

12/31/2012 12/31/2011


additions 623,164 185,728

additions - see note 4.c) 634,927 -

Financial charges 75,542 32,844

principal repayment (632,028) (413,266)

Interest payment (50,239) (28,745)

Write-off - see note 4.d) (32,605) -

Closing balance 969,068 350,307

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 instruc-tion 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 eco-nomic and social Development (BnDes) in the amount of r$ 355,396, divided in 12 subtranches, for invest-ments 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 repay-ment will be made on a monthly basis from January 2012 to september 2021, in 114 installments. as a colla-teral 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 subtran-che 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.


the borrowing refers to the raising of funds for working capital by subsidiaries ecocataratas, concessioná-ria 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 Deve-lopment 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 agree-ments 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).

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 matu-ring 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 equip-ment to be used in its operations, representing notional amounts of us$8,939,000. these agreements matu-re in December 2015 and the counterparty is citibank n.a. the swap transaction as at December 31, 2012

62 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 agree-ments 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 sep-tember 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 equip-ment, 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 datE noMinaL aMount

dEBt issuE cost nEt intEREst RatE iRR

ecorodovias Infraestrutura 5/28/2012 550,000 (5,433) 544,567 108.00% of CdI 9.94%


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

gross finance lease obligations - minimum lease payments:

less than a year 583 1.958

more than a year and less than five years 64 641

647 2.599

Future financing charges on finance leases 16 58

Financial lease obligations - accounting balance 663 2.657

Current 599 2.016

noncurrent 64 641

changes in finance leases were as follows:

12/31/2012 12/31/2011


addition - 1,712

Financial charges 265 555

principal payment (2,026) (1,880)

Interest payment (233) (623)

Closing balance 663 2,657

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:

12/31/2012 12/31/2011

adjusted principal 2,280,105 1,291,215

Yield (interest) 74,300 52,058

debentures issuance costs (39,624) (20,074)

2,314,781 1,323,199

Current 207,144 378,634

noncurrent 2,107,637 944,565

changes in debentures were as follows:

12/31/2012 12/31/2011

opening balance 1,323,199 1,194,681

additions 1,611,666 357,025

Financial charges 223,712 208,389


Interest payment (191,662) (161,001)

Closing balance 2,314,781 1,323,199

• 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 se-miannual 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. the-se 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-


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 princi-pal 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 install-ments, 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.

• 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.

66 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 corpo-rate 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.


the main features of the debentures issued are as follows:

dEscRiPtion EcoRodovias concEssõEs E sERviços Ecovias ELog s.a. tEcondi EcoPistas

method and convertibility registered, book-entry, simple, nonconvertible

registered, book-

-entry, simple, nonconvertible

registered, book-

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

registered, book-

-entry, unwarranted, nonconvertible

registered, book-entry, nonconvertible

number issued 800,000 (in three series) 45,000 (in three series) 300 (single series) 600 (single series) 370 (in four series)

unit face value on the issuance date

r$ 10 r$ 10 r$ 1,031 r$ 1,050 r$ 1,000

unit face value adjusted on december 31, 2012

1st series - not adjustable

2nd series - r$ 10.25

3rd series - r$ 10.26




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

unit value adjustment factor 1st series - not adjustable

2nd and 3rd series - IpCa


2nd and 3rd series - Igp-m

not adjustable not adjustable 1st, 2nd, 3rd, and 4th series - IpCa + 8.25% p.a.

Yield (interest and inflation adjustment)

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

2nd series - 5.00% p.a.

3rd series - 5.35% p.a.

1st series - 104%

of CdI

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

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.

Yield maturity (interest and inflation adjustment)

1st series: semiannual installments (apr 15, 2013 to oct 15, 2018)

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

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

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

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

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

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)

repayment maturity 1st series: semiannual installments (oct 15, 2016 to oct 15, 2018)






semiannual installments (aug 20, 2014 to Feb 20, 2020)




2nd series: 11 annual installments (apr 15, 2012 to Jan 15, 2022)


repayment and yield (interest and inflation adjustment) amortization reserve

not applicable 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

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).

debenture depositary banco bradesco s.a. banco bradesco s.a. Itaú Corretora de valores s.a. banco bradesco bbI s.a.

Itaú unibanco s.a.

68 ECORODOVIAS

the main features of the debentures issued are as follows:


method and convertibility registered, book-entry, simple, nonconvertible

registered, book-

-entry, simple, nonconvertible

registered, book-

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

registered, book-

-entry, unwarranted, nonconvertible

registered, book-entry, nonconvertible

number issued 800,000 (in three series) 45,000 (in three series) 300 (single series) 600 (single series) 370 (in four series)

unit face value on the issuance date

r$ 10 r$ 10 r$ 1,031 r$ 1,050 r$ 1,000

unit face value adjusted on december 31, 2012







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

unit value adjustment factor 1st series - not adjustable

2nd and 3rd series - IpCa


2nd and 3rd series - Igp-m

not adjustable not adjustable 1st, 2nd, 3rd, and 4th series - IpCa + 8.25% p.a.

Yield (interest and inflation adjustment)

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

2nd series - 5.00% p.a.

3rd series - 5.35% p.a.

1st series - 104%

of CdI

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

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.

Yield maturity (interest and inflation adjustment)

1st series: semiannual installments (apr 15, 2013 to oct 15, 2018)






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




3rd series: 11 annual installments (Jul 15, 2012 to Jul 15, 2022)


repayment maturity 1st series: semiannual installments (oct 15, 2016 to oct 15, 2018)






semiannual installments (aug 20, 2014 to Feb 20, 2020)




2nd series: 11 annual installments (apr 15, 2012 to Jan 15, 2022)


repayment and yield (interest and inflation adjustment) amortization reserve

not applicable 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

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).

debenture depositary banco bradesco s.a. banco bradesco s.a. Itaú Corretora de valores s.a. banco bradesco bbI s.a.

Itaú unibanco s.a.



place of payment CetIp CetIp and CblC CetIp CetIp CetIp and/or bovespaFIX

reserve account bank not applicable Itaú unibanco s.a. not applicable not applicable Itaú unibanco s.a.

trustee oliveira trust dtvm s.a. oliveira trust dtvm s.a. pentágono s.a. distribuidora de títulos e valores mobiliários

pentágono s.a. distribuidora de títulos e valores mobiliários

planner trustee dtvm ltda.

risk rating braaa braaa not applicable not applicable braa+

guarantees not applicable pledge of 99.99% of shares and collateral assignment of toll receivables

pledge of 51% of elog shares and collateral assignment of 51% Columbia and eadI sul shares

Collateral assignment of 100% tecondi / termares/ termlog shares - temporary surety of ecorodovias Infraestrutura

pledge of 100% of ecopistas shares and collateral assignment of 100% of toll receivables

restructuring clauses no restructuring clauses no restructuring clauses no restructuring clauses no restructuring clauses no restructuring clauses


12/31/2012 12/31/2011

PoRtion cost 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 datE noMinaL aMount

dEBtissuE costs nEt intEREst RatE iRR

elog s.a. (*) single series 8/20/12 240,000 (5,690) 234,310 CdI + 1.60% 11.56%

ecorodovias Concessões e serviços

debentures - 1st series 12/21/09 240,000 (6,196) 233,804 CdI + 1.50% CdI + 1.09%

debentures - 2nd series 12/21/09 160,000 (4,156) 155,844 8.75% + IpCa 5.20% + IpCa

debentures - 3rd series 12/21/09 400,000 (10,502) 389,498 8.75% + IpCa 5.63% + IpCa

ecovias

debentures - 1st series 1/11/06 135,000 (2,677) 132,323 104.00% do CdI 107.00% do CdI

debentures - 2nd series 1/11/06 157,500 (3,124) 154,376 9.50% + Igp-m 10.32% + Igp-m

debentures - 3rd series 1/11/06 157,500 (3,124) 154,376 9.50% + Igp-m 10.35% + Igp-m

ecopistas

debentures - 1st series 1/15/12 92,500 (3,167) 89,333 8.25% + IpCa 8.84% + IpCa



debentures - 4th series 1/15/12 92,500 (3,167) 89,333 8.25% + IpCa 8.87% + IpCa

tecondi single series 6/15/12 600,000 (4,267) 595,733 CdI + 1.85% 11.89%

2,460,000 (52,404) 2,407,596

(*) the 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 ecorodovias).

70 ECORODOVIAS


place of payment CetIp CetIp and CblC CetIp CetIp CetIp and/or bovespaFIX

reserve account bank not applicable Itaú unibanco s.a. not applicable not applicable Itaú unibanco s.a.

trustee oliveira trust dtvm s.a. oliveira trust dtvm s.a. pentágono s.a. distribuidora de títulos e valores mobiliários

pentágono s.a. distribuidora de títulos e valores mobiliários

planner trustee dtvm ltda.

risk rating braaa braaa not applicable not applicable braa+

guarantees not applicable pledge of 99.99% of shares and collateral assignment of toll receivables

pledge of 51% of elog shares and collateral assignment of 51% Columbia and eadI sul shares

Collateral assignment of 100% tecondi / termares/ termlog shares - temporary surety of ecorodovias Infraestrutura

pledge of 100% of ecopistas shares and collateral assignment of 100% of toll receivables

restructuring clauses no restructuring clauses no restructuring clauses no restructuring clauses no restructuring clauses no restructuring clauses


12/31/2012 12/31/2011

PoRtion cost 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 datE noMinaL aMount

dEBtissuE costs nEt intEREst RatE iRR

elog s.a. (*) single series 8/20/12 240,000 (5,690) 234,310 CdI + 1.60% 11.56%

ecorodovias Concessões e serviços

debentures - 1st series 12/21/09 240,000 (6,196) 233,804 CdI + 1.50% CdI + 1.09%



ecovias

debentures - 1st series 1/11/06 135,000 (2,677) 132,323 104.00% do CdI 107.00% do CdI

debentures - 2nd series 1/11/06 157,500 (3,124) 154,376 9.50% + Igp-m 10.32% + Igp-m

debentures - 3rd series 1/11/06 157,500 (3,124) 154,376 9.50% + Igp-m 10.35% + Igp-m

ecopistas

debentures - 1st series 1/15/12 92,500 (3,167) 89,333 8.25% + IpCa 8.84% + IpCa



debentures - 4th series 1/15/12 92,500 (3,167) 89,333 8.25% + IpCa 8.87% + IpCa

tecondi single series 6/15/12 600,000 (4,267) 595,733 CdI + 1.85% 11.89%

2,460,000 (52,404) 2,407,596

(*) the 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 ecorodovias).


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

cuRREnt assEts:

serviço de tecnologia de pagamentos s.a. - stp (g) - - 63,239 61,442

- - 63,239 61,442

noncuRREnt assEts:tecondi - terminal para Contêineres da margem direita s.a. - aFaC (e) 6,450 - - -

Concessionárias de rodovias do sul s.a. - ecosul (a) 37 36 - -

6,487 36 - -

intangiBLE assEts:

Cbb Indústria e Comércio de asfaltos e engenharia ltda. (d) - - 5,631 9,094

tb transportadora betumes ltda. (d) - - 1,087 313

sbs engenharia e Construções ltda. (b) - - 14,574 17,021

Consórcio serra do mar (c) - - 45,338 24,813

- - 66,630 51,241

total assets 6,487 36 129,869 112,683

72 ECORODOVIAS

PaREnt (BR gaaP)


12/31/2012 12/31/2011 12/31/2012 12/31/2011

cuRREnt LiaBiLitiEs:

sbs engenharia e Construções ltda. (b) - - 16 260

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)


12/31/2012 12/31/2011 12/31/2012 12/31/2011

PRofit oR Loss:

empresa Concessionária de rodovias do sul s.a. - ecosul (a) 437 - - -

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 engi-neering 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, inclu-ding 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 enge-nharia de obras s.a., impregilo spa sucursal Brasil, and cigla construtor impregilo associados s.a., and im-pregilo 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 remai-ning 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 engenha-ria e obras s.a. and cigla construtor impregilo associados s.a. and of impregilo spa, indirect sub-sidiary of ecorodovias infraestrutura e logística s.a., provide asphalt material supply and transpor-tation 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


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 admi-nistrative, financial, human resources, information technology, engineering and corporate procurement ser-vices. 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 par-ticipações 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 as-sociate 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 - ter-minais 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 gua-rantees were provided.

management compensation

management members are the persons with authority and responsibility for the planning, steering and con-trolling of the company’s and its subsidiaries’ activities, either directly or indirectly, including any officer (exe-cutive 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 267 240

direct and indirect benefits 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 PaYMEntfinanciaL

EffEct 12/31/2011

setup of provision for maintenance 338,604 91,087 - - 429,691effect of present value on the provision setup

(79,351) (18,254) - - (97,605)

performance of maintenance (146,573) - (60,679) (207,252)adjustment to present value - realized

32,173 - - 14,538 46,711

144,853 72,833 (60,679) 14,538 171,545

Current liabilities 24,337 38,286

noncurrent assets 120,516 133,259

12/31/2011 addition PaYMEntfinanciaL

EffEct 12/31/2012

setup of provision for maintenance 429,691 90,998 - - 520,689effect of present value on the provision setup

(97,605) (15,885) - - (113,490)

performance of maintenance (207,252) - (78,603) (285,855)adjustment to present value - realized

46,711 - - 10,607 57,318

171,545 75,113 (78,603) 10,607 178,662

Current liabilities 38,286 63,531

noncurrent assets 133,259 115,131


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:

12/31/2010 PaYMEntfinanciaL

EffEct 12/31/2011

setup of provision for future construction works 21,179 - - 21,179

effect of present value on the provision setup (10,011) - - (10,011)

realization of the construction - (4,339) - (4,339)

adjustment to present value - realized 5,861 - 1,766 7,627

17,029 (4,339) 1,766 14,456

Current 10,143 12,527


12/31/2011 PaYMEntfinanciaL

EffEct 12/31/2012 setup of provision for future construction works 21,179 - - 21,179effect of present value on the provision setup (10,011) - - (10,011)

realization of the construction (4,339) (3,087) - (7,426)

adjustment to present value - realized 7,627 - 812 8,439

14,456 (3,087) 812 12,181

Current 12,527 2,141


25. COnCeSSIOn Fee OBlIGAtIOnS - COnSOlIDAteD (IFRS & BR GAAP)

12/31/2012 12/31/2011

Fixed installments 65,432 69,390

variable installments 3,047 2,791

68,479 72,181

Current 18,158 17,082


76 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 ba-sed 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 Decem-ber 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 install-ments, 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 imigran-tes 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.


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

changes in concession fee payable are as follows:

12/31/2012 12/31/2011


Inflation adjustment to concession fee payable 9,813 9,548




26. PAYROll AnD RelAteD tAxeS

PaREnt (BR gaaP)


12/31/2012 12/31/2011 12/31/2012 12/31/2011

salaries and other related taxes 6,187 4,005 19,156 10,630

social security tax (Inss) payable 214 175 3,177 2,537

severance pay fund (Fgts) payable 74 63 415 966

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 - 1 83 59

taxes on accruals - Inss and Fgts 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:

12/31/2010 additionsPaYMEnts/

WRitE-offs infLation

adjustMEnt 12/31/2011tyPECivil (a) 31,268 5,372 (11,960) 5,254 29,934tax (b) 863 2,027 (221) 105 2,774labor (c) 15,548 13,009 (10,732) 2,101 19,926 47,679 20,408 (22,913) 7,460 52,634

12/31/2011BaLancE uPon

acQuisition of nEW coMPanY (*) additions

PaYMEnts/WRitE-offs

infLation adjustMEnt

12/31/2012

tyPE

Civil (a) 29,934 67,966 789 (6,198) 2,195 94,686

tax (b) 2,774 76 454 (88) 492 3,708

labor (c) 19,926 - 9,307 (2,490) 1,867 28,610

52,634 68,042 10,550 (8,776) 4,554 127,004

(*) 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 com-pensation 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 disallo-wed 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 autho-rity 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 im-posing 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 procee-ding 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.


(c) labor lawsuits

refer mainly to claims for compensation for occupational injuries and overtime pay claims. there are no law-suits 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 ser-viços ambientais s.a., a sideco Group company (former company shareholder). on august 1, 2011, ecoca-taratas 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 retai-ned 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

management proposal:

Interim dividends paid 145,768 140,078

Capital budget 189,932 172,358

proposed additional dividends - classified as set up for dividends reserve 65,268 51,430

f) capital reserve - stock option plan

the extraordinary shareholders’ meeting (aGe) held on august 31, 2010 approved the company’s stock op-tion 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 par-ticipate 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:

1st gRant 2nd gRant 3Rd gRantdatE 8/31/2010 3/22/2011 4/25/2012

number of stock options 685,764 1,212,045 1,524,074

strike price - r$ per share r$ 9.95 r$ 13.06 r$ 13.58

adjustment index 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 De-cember 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.


changes in the number of stock options are as follows:

1st gRant 2nd gRant 3Rd gRant totaL

at december 31, 2010 685,764 - - 685,764

granted - 1,212,045 - 1,212,045

exercised (21,942) - - (21,942)

Cancelled (17,553) - - (17,553)

at december 31, 2011 646,269 1,212,045 - 1,858,314

granted - - 1,524,074 1,524,074

exercised (257,410) (196,899) - (454,309)

at december 31, 2012 388,859 1,015,146 1,524,074 2,928,079

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:

YEaRavERagE 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, paragra-ph 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 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.

82 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:

PaREnt (BR gaaP) and consoLidatEd (ifRs & BR gaaP)

sHaREs aMountavERagE

PRicE- R$ PER sHaRE

Closing balance at december 31, 2011 149,502 (2,011) 13.45

granted in march 2012 (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

granted in september 2012 (105,370) 1,715 16.27

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


profit sharing 4,875 4,549

Capital contribution from noncontrolling shareholder 15,001 -

payment of dividends to noncontrolling shareholder (5,104) (8,172)



29. 1. SeRVICe tAx (ISS)

ecoviasin 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 695,687 664,295toll by electronic equipment (a) 697,603 586,058toll tickets and coupons 152,624 135,868other 2,267 3,437

1,548,181 1,389,658 Construction revenue (see note 38.c)) 298,540 199,435revenue from logistics and other services (b) and (d) 365,871 342,185port revenue (e) 385,762 -accessory revenues (c) 58,791 53,835gross sales revenue 2,657,145 1,985,113 revenue deductions - pIs, Cofins and Iss (e) and (f) (248,038) (157,742)net revenue 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) Beginning December 1, 2011, indirect subsidiary ecovias stopped to offset iss against the fixed concession fee (see note 29).

84 ECORODOVIAS

31. OPeRAtInG COStS AnD exPenSeS - BY nAtuRe

coMPanY (BR gaaP) 12/31/2012 12/31/2011

personnel 25,001 20,653

upkeep and maintenance 760 548

outside services 15,457 14,596

Insurance (see note 37) 646 111

depreciation and amortization 1,110 999

lease of real estate and machinery 1,689 1,759

other operating expenses 3,759 2,727

48,422 41,393

Classified as-

general and administrative expenses 48,422 41,393

consoLidatEd (ifRs & BR gaaP) 12/31/2012 12/31/2011

personnel 326,612 212,373

upkeep and maintenance 53,823 69,697

outside services (*) 299,220 143,755

Insurance (see note 37) 21,020 13,090

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

Construction costs 298,540 199,435

other operating income and expenses 102,570 61,285

1,505,326 1,038,923

Classified as:

Cost of services 1,162,350 810,823

general and administrative expenses 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.


32. FInAnCe InCOme (COStS)

PaREnt(BR gaaP)


12/31/2012 12/31/2011 12/31/2012 12/31/2011 Finance income:

Income from short-term investments 13,996 28,663 60,891 95,586Inflation adjustment on borrowings and financing

- - 1,790 6,355

other 1,626 1,687 19,876 5,388 15,622 30,350 82,557 107,329Finance costs:

Interest on debentures - - (154,652) (153,756)Interest on borrowings and financing (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)

amortization of costs on promissory notes (3,432) - (3,432) -adjustment to present value – technical interpretation ICpC 01

- - (11,419) (16,304)

banking expenses (92) (40) (2,988) (2,669)exchange differences on borrowings and financing

- - (8,633) -

other (4,109) (3,089) (22,245) (19,253) (33,880) (3,129) (347,509) (290,409) Finance Income (Costs) (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


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

b) Diluted earnings per share

the profit used to calculate diluted earnings per share is as follows:

12/31/2012 12/31/2011

Income used to calculate diluted earnings per share 422,072 383,017

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:


Weighted average number of common shares used to calculate basic earnings per share 558,699 558,699

potential increase in common shares as a result of the stock option plan 1,458 1,721Weighted average number of common shares used to calculate diluted earnings per share 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 spe-cific 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”.


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 opera-ting 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

• the management of the company and its subsidiaries elects the financial institutions where short-term invest-ments 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 mea-sured at fair value, and accounted for based on the contractual amounts established for each transaction, as shown in notes 19, 20 and 21.

88 ECORODOVIAS

Debt-to-equity ratio

PaREnt (BR gaaP)


12/31/2012 12/31/2011 12/31/2012 12/31/2011debt (a) 574,108 - 3,284,512 1,748,344Cash, cash equivalents and securities - restricted (435,621) (87,066) (1,026,072) (671,858)net debt 138,487 (87,066) 2,258,440 1076,486equity (b) 2,107,576 1,882,060 2,125,487 1,885,101net debt-to-equity ratio 0.07 - 1.06 0.57

(a) Debt is defined as current and noncurrent borrowings and financing, finance lease, debentures, and conces-sion 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 subsi-diaries as at December 31, 2012 are as follows:

cLassification caRRYing aMount faiR vaLuE

assEts:Cash and banks loans and receivables 33,676 33,676trade receivables (a) loans and receivables 254,032 254,032short-term investments and securities (b)

loans and receivables 992,396 992,396

LiaBiLitiEs:

trade payables (a) other financial liabilities 150,138 150,138borrowings and financing (c) other financial liabilities 969,068 907,104Finance lease other financial liabilities 663 663debentures (d) other financial liabilities 2,314,781 2,759,709Concession fee obligations (e) other financial liabilities 68,479 81,988

(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.


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 equip-ment 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 R$ cuRREncY

FInImp 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 invest-ments at prime banks and have not entered into transactions with financial instruments for speculative pur-poses.

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 li-quidity 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 cre-dit 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.

nExt 12 MontHs

13 to 24 MontHs

25 to 36 MontHs

aftER 37 MontHs

bndes tJlp + 2.45% p.a. 19,206 20,264 20,803 78,131

Working capital CdI + 2.032% p.a. 13,556 12,721 - -

Working capital 111.6% of CdI 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

CdC 14.03% p.a. 100 92 - -

equipment (foreign currency) eur Forex + 8.01% 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 - - -

debenturesIgp-m +

9.50% p.a.112,896 106,980 - -

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 104% of CdI 35,603 - - -

Concession fee payable Igp-m 18,158 13,452 12,285 24,584

Finance lease 17.36% p.a. 562 58 - -

Sensitivity analysis

Risk of changes in interest rates

the sensitivity analysis was determined based on the exposure to interest rates of non-derivative financial instru-ments 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.


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 (*)

oPERation Risk scEnaRio i - PRoBaBLE

scEnaRio ii - 25%

scEnaRioiii - 50%

Interest on series 1 debentures - ecovias CdI increase 1,853 2,213 2,569

Interest on series 2 and 3 debentures - ecoviasIgp-m

increase31,931 34,568 35,556

Interest on 1st series debentures - ecorodovias CdI increase 19,040 22,376 25,681Interest on 2nd and 3rd series debentures - ecorodovias Concessões e services IpCa increase - - -

Interest on 1st, 2nd, 3rd, and 4th series debentures - ecopistas IpCa increase 1,594 1,687 1,781

Interest on debentures - single series - elog s.a. CdI increase 20,923 23,598 26,248

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

Concession fee payableIgp-m

increase3,430 4,291 5,145

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 inte-rest to be incurred over the next 12 months.

in compliance with cVm instruction 475/08, the company and its subsidiaries are presenting the probable scena-rio 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

scEnaRioii - 25%

scEnaRioiii - 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:

indicatoRsscEnaRio i -

PRoBaBLE scEnaRio ii -

25% scEnaRio

iii - 50%

CdI (a) 7.3% 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 manage-ment 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 com-pany and its subsidiaries contributed r$ 1,534 (r$ 1,326 at December 31, 2011), recorded in line item ‘General and administrative expenses’.


37. InSuRAnCe - COnSOlIDAteD (IFRS & BR GAAP)

the company and its subsidiaries have insurance coverage based on the risks associated to its operations. con-cession 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 r$ 837 million

vehicles FIpe table

all risk - engineering risk r$ 1.0 million

all risk - port operator us$900 million

sundry risks 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, com-prised 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:

12/31/2012 12/31/2011

Construction revenue 28,744 23,632

Construction costs (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 opera-ting 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 nóbre-ga 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 down-ward 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.


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 conces-sion 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.


12/31/2012 12/31/2011



- -

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 para-ná, 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, in-cluding, 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 sys-tems, weight gauging services, car mechanical and trailing services and medical services. this concession agree-ment 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 De-partment (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 recogni-zed to the extent it has the right to charge from users the public services.



12/31/2012 12/31/2011



- -

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 agree-ment, the set of highway lanes of ayrton senna-carvalho pinto corridor, related rights of way and buildings, facili-ties and equipment therein, comprising:

a) sp-070 - ayrton senna and carvalho pinto highways: initial stretch from km 11, end of the marginal tietê ave-nue, 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 high-way (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 ad-justment 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, trans-ferred 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.


12/31/2012 12/31/2011



- -

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).


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 LEngtH (kM) br-116 pelotas/Camaquã 123.4br-116 pelotas/Jaguarão 137.1br-293 pelotas/bagé 161.1br-392 pelotas/rio grande 73.8br-392 pelotas/santana da boa vista 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 trans-portation agency (antt).

b) renovation, routine maintenance, and pavement maintenance of the five highway stretches that form the sys-tem, 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.


12/31/2012 12/31/2011



- -

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:

• Br-101-es/Ba, consisting of the stretch between the intersection with Ba-698, in the exit to the city of mucu-ri, Ba, and the border between the states of rio de Janeiro and espírito santo (excluding the bridge), at the be-ginning 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 af-ter 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 conces-sionaires. 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 implemen-ted 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.


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 - co-Desp 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 ex-tension 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 sup-ported by a feasibility study and should provide the information necessary for evaluating the financial and econo-mic 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 inter-connect 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 provi-ding 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:


Profit or loss accounts

12/31/2012

concEssions Logistics PoRts HoLding andsERvicEs

coMBinEd PRofit oR

LossELiMination consoLidation

net revenue 1,875,939 266,938 368,039 60,058 2,570,974 (161,867) 2,409,107

Costs and expenses (1,018,330) (258,947) (320,085) (91,311) (1,688,673) 183,347 (1,505,326)

depreciation and amortization (157,066) (27,803) (16,964) (6,808) (208,641) (28,785) (237,426)

Finance income 33,897 9,289 20,364 19,457 83,007 (450) 82,557

Finance costs (240,858) (34,521) (12,541) (35,900) (323,820) (23,689) (347,509)

Current and deferred income tax and social contribution (218,374) (13,586) (16,089) (6,455) (254,504) (6,552) (261,056)

profit (loss) 434,962 26,944 36,301 440,038 938,245 (516,173) 422,072

12/31/2011

concEssions Logistics HoLding andsERvicEs

coMBinEd PRofit oR


net revenue 1,551,572 245,847 150,913 1,948,332 (120,961) 1,827,371

Costs and expenses (809,077) (216,383) (120,818) (1,146,278) 107,355 (1,038,923)

depreciation and amortization (129,006) (14,071) (11,142) (154,219) (14,011) (168,230)

Finance income 36,900 15,516 82,288 134,704 (27,375) 107,329

Finance costs (198,282) (38,359) (81,087) (317,728) 27,319 (290,409)

Current and deferred income tax and social contribution (188,386) (10,115) (19,121) (217, 622) - (217,622)

profit (loss) 392,531 5,611 7,321 405,463 (22,446) 383,017

104 ECORODOVIAS

Profit or loss accounts

12/31/2012

concEssions Logistics PoRts HoLding andsERvicEs

coMBinEd PRofit oR


net revenue 1,875,939 266,938 368,039 60,058 2,570,974 (161,867) 2,409,107

Costs and expenses (1,018,330) (258,947) (320,085) (91,311) (1,688,673) 183,347 (1,505,326)

depreciation and amortization (157,066) (27,803) (16,964) (6,808) (208,641) (28,785) (237,426)

Finance income 33,897 9,289 20,364 19,457 83,007 (450) 82,557

Finance costs (240,858) (34,521) (12,541) (35,900) (323,820) (23,689) (347,509)

Current and deferred income tax and social contribution (218,374) (13,586) (16,089) (6,455) (254,504) (6,552) (261,056)

profit (loss) 434,962 26,944 36,301 440,038 938,245 (516,173) 422,072

12/31/2011

concEssions Logistics HoLding andsERvicEs

coMBinEd PRofit oR


net revenue 1,551,572 245,847 150,913 1,948,332 (120,961) 1,827,371

Costs and expenses (809,077) (216,383) (120,818) (1,146,278) 107,355 (1,038,923)

depreciation and amortization (129,006) (14,071) (11,142) (154,219) (14,011) (168,230)

Finance income 36,900 15,516 82,288 134,704 (27,375) 107,329

Finance costs (198,282) (38,359) (81,087) (317,728) 27,319 (290,409)

Current and deferred income tax and social contribution (188,386) (10,115) (19,121) (217, 622) - (217,622)

profit (loss) 392,531 5,611 7,321 405,463 (22,446) 383,017


Balance sheet accounts

12/31/2012

concEssions Logistics PoRts HoLding andsERvicEs coMBinEd ELiMination consoLidatEd

Current assets 218,667 204,622 294,223 630,006 1,347,518 (37,737) 1,309,781

noncurrent assets 2,786,095 376,547 754,800 2,259,163 6,176,605 (1,290,430) 4,886,175

total assets 3,004,762 581,169 1,049,023 2,889,169 7,524,123 (1,328,167) 6,195,956

Current liabilities 582,408 62,154 180,427 686,750 1,511,739 (77,303) 1,434,436

noncurrent liabilities 1,643,034 264,082 751,836 737 2,659,689 (23,656) 2,636,033

equity - consolidated 779,320 254,932 116,760 2,201,682 3,353,694 (1,227,207) 2,125,487

total liabilities 3,004,762 581,168 1,049,023 2,889,169 7,524,122 (1,328,166) 6,195,956

12/31/2011

concEssions Logistics HoLding andsERvicEs coMBinEd ELiMination consoLidatEd

Current assets 349,608 141,429 831,665 1,322,702 (445,070) 877,632

noncurrent assets 2,439,243 400,216 2,639,972 5,479,431 (2,216,098) 3,263,333

total assets 2,788,851 541,645 3,471,637 6,802,133 (2,661,168) 4,140,965

Current liabilities 618,467 61,140 363,339 1,042,946 (181,016) 861,930

noncurrent liabilities 996,760 236,613 340,705 1,574,078 (180,144) 1,393,934

equity - consolidated 1,173,624 243,892 2,767,593 4,185,109 (2,300,008) 1,885,101

total liabilities 2,788,851 541,645 3,471,637 6,802,133 (2,661,168) 4,140,965

106 ECORODOVIAS

Balance sheet accounts

12/31/2012

concEssions Logistics PoRts HoLding andsERvicEs coMBinEd ELiMination consoLidatEd

Current assets 218,667 204,622 294,223 630,006 1,347,518 (37,737) 1,309,781

noncurrent assets 2,786,095 376,547 754,800 2,259,163 6,176,605 (1,290,430) 4,886,175

total assets 3,004,762 581,169 1,049,023 2,889,169 7,524,123 (1,328,167) 6,195,956

Current liabilities 582,408 62,154 180,427 686,750 1,511,739 (77,303) 1,434,436

noncurrent liabilities 1,643,034 264,082 751,836 737 2,659,689 (23,656) 2,636,033

equity - consolidated 779,320 254,932 116,760 2,201,682 3,353,694 (1,227,207) 2,125,487

total liabilities 3,004,762 581,168 1,049,023 2,889,169 7,524,122 (1,328,166) 6,195,956

12/31/2011

concEssions Logistics HoLding andsERvicEs coMBinEd ELiMination consoLidatEd

Current assets 349,608 141,429 831,665 1,322,702 (445,070) 877,632

noncurrent assets 2,439,243 400,216 2,639,972 5,479,431 (2,216,098) 3,263,333

total assets 2,788,851 541,645 3,471,637 6,802,133 (2,661,168) 4,140,965

Current liabilities 618,467 61,140 363,339 1,042,946 (181,016) 861,930

noncurrent liabilities 996,760 236,613 340,705 1,574,078 (180,144) 1,393,934

equity - consolidated 1,173,624 243,892 2,767,593 4,185,109 (2,300,008) 1,885,101

total liabilities 2,788,851 541,645 3,471,637 6,802,133 (2,661,168) 4,140,965



the main balances of subsidiaries included in the consolidated financial statements are as follows:

12/31/2012

assEts LiaBiLitiEs and sHaREHoLdERs’ EQuitY incoME statEMEnt

cuRREnt assEts

non cuRREnt

assEts totaLcuRREnt

LiaBiLitiEsnoncuRREnt

LiaBiLitiEssHaREHoLdERs’

EQuitY totaLnEt

REvEnuEgRoss PRofit

oPERating incoME

PRofit (Loss)foR tHE YEaR

elog sul 18,058 30,246 48,304 16,508 4,420 27,376 48,304 85,374 40,192 27,101 18,492

elog s.a. (formerly elog sudeste s.a.) 233,401 468,887 702,288 58,421 325,202 318,665 702,288 207,215 54,525 6,965 7,737

elg-01 304 28,771 29,075 533 - 28,542 29,075 - - (5,248) (5,248)

elog - - - - - - - - - 46,434 38,455

ecopátio Imigrantes - - - - - - - 9,091 7,397 3,085 2,050

ecopátio Cubatão 5,632 143,729 149,361 3,747 631 144,983 149,361 34,123 (297) (5,881) (6,013)

paquetá participações - 11,000 11,000 - - 11,000 11,000 - - (12) (12)

anish 146 28,236 28,382 232 - 28,150 28,382 - (561) (4,282) (4,282)

ecorodovias Concessões 173,475 1,416,313 1,589,788 22,849 790,824 776,115 1,589,788 109,373 45,362 437,200 436,431

ecopistas 43,486 889,881 933,367 80,934 617,300 235,133 933,367 316,326 128,027 44,007 29,018

ecovias 109,745 1,024,945 1,134,690 360,671 204,549 569,470 1,134,690 824,431 503,526 393,162 266,768

ecosul 12,209 130,791 143,000 86,808 24,143 32,049 143,000 165,252 98,762 79,603 52,671

ecovia 12,900 154,708 167,608 128,424 12,921 26,263 167,608 208,473 120,747 95,044 63,148

ecocataratas 18,770 480,531 499,301 65,026 107,414 326,861 499,301 252,083 93,999 54,322 36,929

stp 97,576 16,418 113,994 92,925 495 20,574 113,994 60,058 39,973 26,959 17,966

ecoporto holding - - - - - - - - (4,791) 12,083 8,621

aba porto particip. s.a. - - - - - - - - (25) 51,869 49,551

tecondi 232,839 668,674 901,513 164,211 724,709 12,593 901,513 262,083 88,012 11,705 587

termares 34,174 73,433 107,607 11,263 17,065 79,279 107,607 79,602 49,634 25,285 16,544

termlog transp. e logística 27,210 12,694 39,904 4,953 10,062 24,889 39,904 26,354 16,253 15,400 14,470

CFF participações ltda. - - - - - - - - (12) 29,295 29,295

eCo101 68,552 5,641 74,193 649 13 73,531 74,193 - (1,374) (1,469) (1,469)

ecorodovias Infraestrutura 463,877 2,237,105 2,700,982 593,183 223 2,107,576 2,700,982 - - 419,534 422,072

subtotal 1,552,354 7,822,003 9,374,357 1,691,337 2,839,971 4,843,049 9,374,357 2,639,838 1,279,349 1,762,161 1,493,781

eliminations (242,573) (2,935,828) (3,178,401) (256,901) (203,938) (2,717,562) (3,178,401) (230,731) (32,592) (1,074,060) (1,071,709)

total 1,309,781 4,886,175 6,195,956 1,434,436 2,636,033 2,125,487 6,195,956 2,409,107 1,246,757 688,101 422,072

108 ECORODOVIAS


the main balances of subsidiaries included in the consolidated financial statements are as follows:

12/31/2012


cuRREnt assEts

non cuRREnt

assEts totaLcuRREnt



EQuitY totaLnEt

REvEnuEgRoss PRofit

oPERating incoME


elog sul 18,058 30,246 48,304 16,508 4,420 27,376 48,304 85,374 40,192 27,101 18,492


elg-01 304 28,771 29,075 533 - 28,542 29,075 - - (5,248) (5,248)

elog - - - - - - - - - 46,434 38,455

ecopátio Imigrantes - - - - - - - 9,091 7,397 3,085 2,050

ecopátio Cubatão 5,632 143,729 149,361 3,747 631 144,983 149,361 34,123 (297) (5,881) (6,013)

paquetá participações - 11,000 11,000 - - 11,000 11,000 - - (12) (12)

anish 146 28,236 28,382 232 - 28,150 28,382 - (561) (4,282) (4,282)

ecorodovias Concessões 173,475 1,416,313 1,589,788 22,849 790,824 776,115 1,589,788 109,373 45,362 437,200 436,431

ecopistas 43,486 889,881 933,367 80,934 617,300 235,133 933,367 316,326 128,027 44,007 29,018

ecovias 109,745 1,024,945 1,134,690 360,671 204,549 569,470 1,134,690 824,431 503,526 393,162 266,768

ecosul 12,209 130,791 143,000 86,808 24,143 32,049 143,000 165,252 98,762 79,603 52,671

ecovia 12,900 154,708 167,608 128,424 12,921 26,263 167,608 208,473 120,747 95,044 63,148

ecocataratas 18,770 480,531 499,301 65,026 107,414 326,861 499,301 252,083 93,999 54,322 36,929

stp 97,576 16,418 113,994 92,925 495 20,574 113,994 60,058 39,973 26,959 17,966

ecoporto holding - - - - - - - - (4,791) 12,083 8,621

aba porto particip. s.a. - - - - - - - - (25) 51,869 49,551

tecondi 232,839 668,674 901,513 164,211 724,709 12,593 901,513 262,083 88,012 11,705 587

termares 34,174 73,433 107,607 11,263 17,065 79,279 107,607 79,602 49,634 25,285 16,544

termlog transp. e logística 27,210 12,694 39,904 4,953 10,062 24,889 39,904 26,354 16,253 15,400 14,470

CFF participações ltda. - - - - - - - - (12) 29,295 29,295

eCo101 68,552 5,641 74,193 649 13 73,531 74,193 - (1,374) (1,469) (1,469)

ecorodovias Infraestrutura 463,877 2,237,105 2,700,982 593,183 223 2,107,576 2,700,982 - - 419,534 422,072

subtotal 1,552,354 7,822,003 9,374,357 1,691,337 2,839,971 4,843,049 9,374,357 2,639,838 1,279,349 1,762,161 1,493,781

eliminations (242,573) (2,935,828) (3,178,401) (256,901) (203,938) (2,717,562) (3,178,401) (230,731) (32,592) (1,074,060) (1,071,709)

total 1,309,781 4,886,175 6,195,956 1,434,436 2,636,033 2,125,487 6,195,956 2,409,107 1,246,757 688,101 422,072


12/31/2011


cuRREnt assEts

non cuRREnt

assEts totaLcuRREnt



EQuitY totaLnEt

REvEnuEgRoss PRofit

oPERating incoME


elog sul 16,773 24,013 40,786 11,214 7,411 22,161 40,786 73,007 41,853 16,173 10,925


elg-01 105 23,665 23,770 5 - 23,765 23,770 - - (608) (608)

elog 80,081 424,058 504,139 33,950 168,521 301,668 504,139 - - (15,876) (15,876)

ecopátio Imigrantes 1,738 64,840 66,578 5,186 42,177 19,215 66,578 9,280 7,815 2,279 1,529

ecopátio Cubatão 6,531 144,468 150,999 24,615 49,651 76,733 150,999 27,526 271 (10,171) (10,171)

paquetá participações - 11,000 11,000 - - 11,000 11,000 - - - -

anish 121 23,439 23,560 99 6 23,455 23,560 - - (480) (480)

ecorodovias Concessões 481,314 960,485 1,441,799 335,912 248,546 857,341 1,441,799 103,782 51,279 376,598 369,033

ecopistas 123,681 780,581 904,262 238,005 453,312 212,945 904,262 250,252 113,844 31,151 20,548

ecovias 112,951 1,007,844 1,120,795 408,240 340,072 372,483 1,120,795 771,772 464,345 356,477 242,718

ecosul 21,088 111,906 132,994 64,660 37,918 30,416 132,994 156,305 83,795 68,694 45,494

ecovia 31,490 115,717 147,207 102,794 15,717 28,696 147,207 179,283 101,725 80,265 53,447

ecocataratas 19,565 453,365 472,930 93,721 80,594 298,615 472,930 193,961 84,712 44,330 30,324

stp 82,504 14,853 97,357 79,908 220 17,229 97,357 47,131 32,410 21,622 14,516

ecoporto holding - 1 1 - - 1 1 - - (8) (8)

eIl-01 - 1 1 - - 1 1 - - - -

ecorodovias Infraestrutura 234,194 1,667,532 1,901,726 16,990 2,677 1,882,059 1,901,726 - 179 387,468 383,017

subtotal 1,251,240 5,901,502 7,152,742 1,456,181 1,459,263 4,237,298 7,152,742 2,009,795 1,037,513 1,386,254 1,166,102

eliminations (373,608) (2,638,169) (3,011,777) (594,251) (65,329) (2,352,197) (3,011,777) (182,424) (20,965) (781,066) (778,536)

total 877,632 3,263,333 4,140,965 861,930 1,393,934 1,885,101 4,140,965 1,827,371 1,016,548 605,188 387,566

43. APPROVAl OF FInAnCIAl StAtementS

the company’s and its subsidiaries’ financial statements were approved by the executive committee for remittance to the Board of Directors on march 4, 2013.

110 ECORODOVIAS

12/31/2011


cuRREnt assEts

non cuRREnt

assEts totaLcuRREnt



EQuitY totaLnEt

REvEnuEgRoss PRofit

oPERating incoME


elog sul 16,773 24,013 40,786 11,214 7,411 22,161 40,786 73,007 41,853 16,173 10,925


elg-01 105 23,665 23,770 5 - 23,765 23,770 - - (608) (608)

elog 80,081 424,058 504,139 33,950 168,521 301,668 504,139 - - (15,876) (15,876)

ecopátio Imigrantes 1,738 64,840 66,578 5,186 42,177 19,215 66,578 9,280 7,815 2,279 1,529

ecopátio Cubatão 6,531 144,468 150,999 24,615 49,651 76,733 150,999 27,526 271 (10,171) (10,171)

paquetá participações - 11,000 11,000 - - 11,000 11,000 - - - -

anish 121 23,439 23,560 99 6 23,455 23,560 - - (480) (480)

ecorodovias Concessões 481,314 960,485 1,441,799 335,912 248,546 857,341 1,441,799 103,782 51,279 376,598 369,033

ecopistas 123,681 780,581 904,262 238,005 453,312 212,945 904,262 250,252 113,844 31,151 20,548

ecovias 112,951 1,007,844 1,120,795 408,240 340,072 372,483 1,120,795 771,772 464,345 356,477 242,718

ecosul 21,088 111,906 132,994 64,660 37,918 30,416 132,994 156,305 83,795 68,694 45,494

ecovia 31,490 115,717 147,207 102,794 15,717 28,696 147,207 179,283 101,725 80,265 53,447

ecocataratas 19,565 453,365 472,930 93,721 80,594 298,615 472,930 193,961 84,712 44,330 30,324

stp 82,504 14,853 97,357 79,908 220 17,229 97,357 47,131 32,410 21,622 14,516

ecoporto holding - 1 1 - - 1 1 - - (8) (8)

eIl-01 - 1 1 - - 1 1 - - - -

ecorodovias Infraestrutura 234,194 1,667,532 1,901,726 16,990 2,677 1,882,059 1,901,726 - 179 387,468 383,017

subtotal 1,251,240 5,901,502 7,152,742 1,456,181 1,459,263 4,237,298 7,152,742 2,009,795 1,037,513 1,386,254 1,166,102

eliminations (373,608) (2,638,169) (3,011,777) (594,251) (65,329) (2,352,197) (3,011,777) (182,424) (20,965) (781,066) (778,536)

total 877,632 3,263,333 4,140,965 861,930 1,393,934 1,885,101 4,140,965 1,827,371 1,016,548 605,188 387,566

43. APPROVAl OF FInAnCIAl StAtementS

the company’s and its subsidiaries’ financial statements were approved by the executive committee for remittance to the Board of Directors on march 4, 2013.


indEPEndEnt auditoR’s REPoRt

to the management and oF shareholders oFeCorodovIas 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 ac-cordance 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 misstate-ment, 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 fi-nancial 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 finan-cial position of the company as at December 31, 2012, and its consolidated financial performance and its conso-lidated 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 in-vestments 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 De-cember 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 state-ments 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 mouraauditores independentes engagement partnercrc nº 2 sp 011609/o-8 crc nº 1 sp 179631/o-2


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