Annual Report. Click to start. 1 Annual Report 2013

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1 Annual Report 2013 Click to start 1 Annual Report 2013

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3 Click on index to navigate Index Management The Company Corporate Governance Management and Strategy Social Responsibility Financial-Economic Performance 4 Annual Report Annual Report 2013

4 01 Management 08. Letter from the CEO 10. Letter from the Chairman of the Board 7 Annual Report 2013

5 David Díaz Almazán CEO Letter from the CEO Dear shareholders, Arteris went through many changes in 2013, but this was also a year of consolidation. Committed to the creation of value, the Company practices an innovating and transparent management. Promoting synergy in all our actions reinforces the vision of a Group and makes the initiatives more effective. Arteris manages nine highway concessions in a total of more than 3,250 km. located in strategic Brazilian communication axes. We are well aware about our great responsibility with the users and the country, to provide them safe and high-quality infrastructure. Therefore, the fulfillment of important investment commitments is our primary objective. In 2013 we proceeded to operate important works such as the duplication of 31 km. of lanes in Serra do Cafezal, between Juquitiba and Miracatu cities the segment of highway that connects São Paulo and Curitiba. We also duplicated 176 km. of lanes on BR- 101, state of Rio de Janeiro, and continued the works in Ribeirão Preto s interchange at km. 307 of SP-330. Furthermore, we also started important construction works like the Contorno de Betim, in BR-381, which will enable a great improvement in the services provided in Belo Horizonte Area. One of the greatest challenges in 2014 is the beginning of works in Contorno de Florianópolis, where we have an enormous responsibility and are seriously committed to provide the local population with a high-quality construction work. As long-term investors, our second objective is the safety and quality of our operations. Arteris reinforces its policy of service provision, ensuring convenience and safety to the highway users. Therefore, we maintain a strong and modern support structure, with special communication channels, equipment and special vehicles fleet. In this sense, Arteris started to implement the Efficiency Program, comprising a series of actions that aim to improve the operations of the whole Group. Safety is a theme that was present in every action of the Group in Arteris target is to reduce at least in 50%, and up to 2020, the numbers of deaths on the highways registered in In this sense, the Company created the Strategic Group for Accident Reduction, GERAR, which develop studies and designs plans of action to accomplish this target was also a special year due to our initiatives regarding corporate governance. We want to be a benchmark on the implementation of the best practices of this area. In order to do so, we approved in 2013 a new Code of Professional Ethics. We also created an internal Compliance Committee, linked to the Board of Directors. Finally, as the third pillar of our strategy, we want to be closer to our stakeholders and improve our relationship with them. In this sense, we have several projects of social responsibility in the cities influenced by our highways. These actions promote citizenship, environmental awareness, healthcare and cultural experiences. Our excellence in accomplishing these three objectives help Arteris, a leading company of its sector, to maintain a truthful relationship with stakeholders and to create value to our shareholders. All these goals may only be achieved by the strong commitment of each one of our more than 6,800 professionals, who are the actual engine of the company. The Personnel Management area faced many challenges in 2013, like the implementation of several initiatives such as the new model of the Profit Sharing Program (PPR), the new module of the Vocational Training Program, the development of leaderships and the implementation of the new Human Resources System. Therefore, I would like to end this brief letter expressing our gratitude to each one of our professionals for their work and commitment to Arteris, as well to our shareholders for their trust. They encourage us in the creation of a company that gets better every day. 8 Annual Report 2013

6 Letter from the Chairman of the Board The Brazilian economy grew 2.3% in 2013, according to data from the Brazilian Institute of Geography and Statistics (IFBGE). Even with this mild result, in this year 1.6 billion vehicles travelled through 14.1 thousand kilometers managed by concessionaires. The conditions of the highways under concession were considered great and good by 84.4% of the users, according to the most recent survey promoted by the National Confederation of Transports (CNT). In this context, Arteris is committed to the provision of a high-quality service to the users of the highways under its concession. The Company went through a year with important accomplishments, challenges and good results. Our consolidated net profit reached the mark of R$ million, which represents an increase of 15.6% in relation to the previous year. This increase was due to the expansion of.3% of the Company s net revenue, even with an increase of 6.5% in the total costs, plus a greater volume of depreciation and amortization. During this period, our gross revenue grew 8.2% in relation to the previous year, totaling R$ 3.6 billion, largely due to the increase of 9.1% in the toll plazas revenue (R$ 2.3 billion). The growth of 11.3% in the state concessions and the 12.7% expansion in the construction works revenue, due to the acceleration of the investment plan of federal highways were crucial factors to this result. We also had good results measuring the EBITDA: 14.3% compared to 2012, totaling R$ 1.2 billion. The adjusted EBITDA based on the provision for highway maintenance registered an increase of 8.7% with a total of R$ 1.4 billion and 1.8 percentage points in relation to The last year was also marked by Arteris investment program. R$ 1.3 billion were invested, 13.1% more than in 2012, especially in federal concessions (94.1%). Those are recent concessions, in the stage of heavy infrastructure investments, such as the duplication of highways under the management of Autopista Fluminense, in Rio de Janeiro, and on the stretch at Serra do Cafezal, São Paulo, under the management of Autopista Régis Bittencourt. In 2014 the investment program shall be even larger nearly R$ 1.8 billion. This way Arteris aims to maintain a consistent partnership with the federal and state governments, accelerating the construction works on the highways under its management. Among the safety-related initiatives, Arteris strengthened its adhesion, in 2011, to the Decade of Action for Road Safety , a United Nations (UN) initiative that engages governments across the world for them to take measures for preventing road accidents. Those accidents killed almost 1 million people in Brazil between 1980 and 2011, according to the Brazilian Latin American Studies Center (Cebela). In order to take decisive actions on this matter, we created the Strategic Group for Accident Reduction (GERAR), one of the priorities of the Company s management. The group comprises professionals from several areas, and counts on the participation of all the concessionaires. It designs plans of action and promote studies to eliminate the accidents in work environment and reduce the number of accidents and deaths on the highways. We hope that in 2014 we continue to grow with sustainability, providing our users with high-quality, convenient and safe services. They, the users, motivate us to create a company that gets better every day. José Carlos Ferreira de Oliveira Filho Chairman of the Board of Directors and Management 11 Annual Report 2013

7 02 The Company 14. The Company 14. Investiments 15. Partnerships 15. Serving the users 16. Mission, Vision and Values 12 Annual Report 2013

8 The Company Investiments Arteris is one of the leading companies in the Brazilian sector of highway concessionaires, managing 3,250 kilometers of highways through nine concessionaires. These highways connect the major strategic axes of the country, the states of São Paulo, Minas Gerais, Rio de Janeiro, Santa Catarina and Paraná. Together they concentrate 62.1% of the national Gross Domestic Product (GDP) and 49% of the population. Over 60% of the Brazilian vehicle fleet travel through these roads. A modern and dynamic company, Arteris practices a management that gives priority for quality, innovation and transparency. With a long-term vision, Arteris focuses on planning and have an outstanding operational management, ensuring convenience and safety to its users. The promotion of synergy in our actions helps to establish a global and cross-sectoral vision of our companies, with an emphasis on the Group. Corporate Social Responsibility is one of the pillars of the company s management, working to get closer to the communities involved with the concessionaires. Safety is also a priority in Arteris, both in the work environment and on the highways. To Artemis, the perfect operation of its highways is not only a commitment to efficiency, but also a strategic contribution for the economy of the most productive regions of the country. Our aim is to provide an increasingly better support to the users and to ensure that the highway infrastructure has the quality that Brazil needs. An intense investments program marked the year 2013, with R$ 1.3 billion invested, 13.1% more than in 2012, allocated in the five federal concessions (94.1%). Recently these concessions are receiving heavy investments in infrastructure, while the state concessions are in a more advanced stage, with maintenance and improvement works once the required investments were already made. Among the highlights of the year are the duplication of the highways under the management of Autopista Fluminense, in Rio de Janeiro 20 kilometers of lanes were doubled and the series of interventions in Serra do Cafezal, São Paulo state, under the management of Autopista Régis Bittencourt there are 30.5 kilometers of doubled lanes, of which 11 are completed and 6.5 are in progress. The prospects for 2014 indicate a greater investments program, of about R$ 1.8 billion. Arteris aims to remain one of the reliable partners of the federal and state governments to carry out the works required by the highways under its management. Partnerships The state concessionaires are regulated and monitored by ARTESP (the São Paulo State Public Transport Service Regulatory Agency). They operate under rules and standards established in the concession contracts executed with the São Paulo State Government. The federal concessionaires are regulated and monitored by the National Land Transport Agency (ANTT) and operate in accordance to the concession contracts executed with the Federal Government. Arteris is currently responsible for the following state concessions: Autovias, Centrovias, Intervias and Vianorte; and for the following federal concessions: Autopista Fernão Dias, Autopista Régis Bittencourt, Autopista Litoral Sul, Autopista Planalto Sul and Autopista Fluminense. Under the terms and conditions of the concessions contracts, the concessionaires are subject to obligations of substantial investments in maintenance and expansion of the highways in return for the right of collecting tolls. Serving the users Through its concessionaires, Arteris is responsible for the renovation, rebuilding, modernization, monitoring, improvement, maintenance, conservation and operation of the highways, as well as for emergency and user support. The highways that are under the management of the company have user support centers, covered bus stops and footbridges. Advanced technologies are employed to monitor the highways, including cameras, message signs and other equipment to track and communicate the weather and the traffic conditions. Arteris objective is to remain one of the largest and leading companies of its sector, at the service of its users. 14 Annual Report Annual Report 2013

9 Mission, Vision and Values Mission To develop concessions and other business related to the transport infrastructure sector, in a sustainable way, according to the interests of the users, employees, investors and of the communities involved in the activities of the Company. Vision Values Ethics Respect for the rules of conduct Reliability Fulfillment of commitments Professionalism Competence and respect for the values and objectives of the company Innovation Enduring search for new solutions Safety Contribute for a substantial reduction in the number of accidents both in the work environment and in the highways To be regarded as a benchmark in the concessions segment. To ensure maximum quality in service provisions, meeting the expectations of the users with safety and convenience. To improve the profitability of operations focusing sustainable growth, maintaining the leading position and a transparent relationship with the market. To provide conditions for the recognition of the employees, making them proud of being part of the group. To meet with responsibility and efficiency the conditions established by the concession authorities in the contracts. To contribute for the development of the communities that live in the Company s operating areas with socio-environmental programs. 17 Annual Report 2013

10 03 Corporate Governance 20. Corporate Governance 21. Compliance Committee 22. General Meetings 22. Fiscal Council 23. Board of Executive Office 19 Annual Report 2013

11 Corporate Governance Board of Directors and Management Arteris has a policy of enduring improvement of its governance, adopting the best governance practices, of transparency and compliance with its rules of conduct. In 2013, the Company approved a new Code of Professional Ethics, which was remodeled to meet the latest requirements under the concepts comprised by the Anti-Corruption Law that was being developed in Brazil. The code is part of Arteris policy in which all the operations are performed under the highest standards of honesty and integrity, according to the legal requirements. In order to ensure the compliance of the Code and other rules and regulations of the Group, Arteris created the Compliance Committee. The committee is directly linked to the Board of Directors and Management, and have three members: the Legal Director, the Internal Auditor and the Vice-President Director, responsible for the Human Resources area. The Committee has the duty of investigating internal denunciations. As an aid to this task, an exclusive channel was created to ensure the anonymity of the informer. Efficiency Program Compliance Committe Maria Michielin Legal Officer and Corporate Social Responsibility Director Paulo Marasan Internal Audit Manager Felipe Ezquerra Plasencia Vice-President The Board of Directors and Management is responsible for establishing the policy and general guidelines of the Company and has 11 members, two of them independent, with a unified two-year mandate and the chance of re-election. The amount of members is defined in the general meetings of shareholders by the majority rule of the shareholders. The members are not subject to mandatory retirement. The Board s meetings are held on a three-month basis, or upon a calling from the President or from the majority of the members. In 2013, ten meetings were held. The following members were invested on April 25, 2013 (with the exception of LluÍz Fuguet, who was elected on July 25th of that same year) and their mandates expire in August Board of Directors José Carlos Ferreira de Oliveira Filho Chairman Francisco Miguel Reynés Massanet Marta Casas Caba Marcos Pinto Almeida Luiz IIdefonso Simões Lopes Francisco José Aljaro Navarro David Antonio Díaz Almazán Benjamin Michael Vaughan Lluíz Deulofeu Fuguet Sérgio Silva de Freitas Independent member Member s Profiles Sérgio Silva de Freitas Mr. Freitas graduated in Engineering and Economics at Escola Nacional de Engenharia da Universidade do Brasil and holds a graduate degree in Economic Analysis from the Department of National Planning. Francisco Miguel Reynés Massanet Mr. Massenet graduated in Industrial Engeneering at UPC, holds a MBA from IESE and graduate degrees in Business Management from Germany and from the United States of America. Marta Casas Caba Ms. Caba has a Bachelor Degree in Law by Universidad Autónoma de Barcelona. Since 2001, she is the Head of the Legal Counsel of Abertis Infraestructuras and since 2010 she is the General Vice-Secretary of the same company. Marcos Pinto Almeida Mr. Almeida holds a bachelor s degree in Economics from the Federal University of Minas Gerais (UFMG), a MBA from the University of São Paulo (USP) and a specialization degree from Kellogg School of Management. He is the Senior Vice-President of Brookfield Asset Management and responsible for Brookfield Infrastructure in Brazil. Arteris started in 2013 the Efficiency Program, looking for the highest efficiency level its operations and focusing on the creation of value for the shareholders. The program is guided by the best practices previously used by Abertis in the industrial model implemented in its units around the world. The program focus especially on synergies and returns to scale. After a detailed study about the processes and operations of the Company, eight initiatives were defined two of them administrative, six operational, which started to be implemented in These actions include the redefinition of organizational policies, the creation of a corporate purchase board centered by the Group (greater purchase and bargain power and the use of an electronic auction process for the purchases), the installation of the SAP integrating all the concessionaires of the Company and the development of new technologies for toll collection. Pedro Wongtschowski Independent member Luiz Ildefonso Simões Lopes Mr. Lopes graduated in Business Management at Moras Júnior University, further specializing in Capital Market at Getúlio Vargas Foundation. He serves as the Senior Managing Partner of Brookfield Asset Management Inc., CEO of Brookfield Brasil Ltda. and Chairman of the Board of Directors of Brookfield Incorporações S.A. Francisco José Aljaro Navarro Mr. Navarro earned a bachelor s degree in Business Sciences from ICADE and is the Chief Financial and Business Development Officer of Abertis Infraestructuras, S.A., also responsible for the Investor and Market Relations and for the Management Control and Tax Advisory areas. 21 Annual Report 2013

12 David Antonio Díaz Almazán Arteris CEO, Mr. Almazán holds Bachelor and Master Degrees in Business Management from ESADE Business School (Barcelona). He served as the Director of Strategy and Corporate Development in Abertis. Benjamin Michael Vaughan Mr. Vaughan is a Senior Managing Partner at Brookfield Asset Management and the Investment Officer of Brookfield for South America. He is a chartered accountant, with a bachelor s degree from Queens University. Luíz Deulofeu Fuguet Degree in Telecommunication Engineering at the Polytechnic University of Catalonia, with a specialization in Finance for Executives from ESADE (1995) and MBA from IESE (1999). He is the General Resources and Efficiency Director of Abertis Infraestructuras, S.A. General Meetings The General Meeting is able to deliberate about all matters related to the Company, making the decisions that are considered convenient for its defense and development. The Meeting is held ordinarily once every year, and extraordinarily, every moment when it is called in the terms of Law and the Company s Bylaws. Fiscal Council In Arteris, the Fiscal Council is not permanent and comprises three effective members and three alternate members. The Council may be instituted in a General Meeting, by a request from the shareholders representing at least 10% of the common shares, with the mandate term up to the first Ordinary General Meeting subsequent to its institution. With the same percentage, shareholders may elect themselves one member of the Fiscal Council. Member s profiles Eduardo Cysneiros de Morais Mr. Morais is a Claritas associate since January He is responsible for the analysis, monitoring and recommendation of purchases and sells in the electric, sanitation, concessions, siderurgy, mining, oil and airlines sectors. Carlos Eduardo de Abreu Sodré Bachelor in Business Management and Chemical Engineering by the Universidade Presbiteriana Mackenzie. He served as the trading desk manager of the banks BCN, Safra, Fiat and Nossa Caixa. Ronaldo Fiorini Mr. Fiorini was the director of Itaúcorp, from Itaú, later from ItaúBBA. Since 2005 he is associated to Latin Finance, a company that provides advisory on capital market. Board of Executive Officers According to the Arteris Bylaws, the Board of Executive Officers consists of at least two and at the most six members, all of them with a one-year mandate and the chance of re-election. The members are legal representatives and responsible for the management of the Company, as well as for the implementation of the policies and guidelines established by the Board of Directors and Management. José Carlos Ferreira de Oliveira Filho Mr. Oliveira Filho holds a degree in Metallurgical Engineering from Escola de Engenharia de Mauá, and attended the Special Business Management Course at the Universidade Presbiteriana Mackenzie in São Paulo. He was the Arteris CEO until August Pedro Wongtschowski Chemical Engineering, Master and PhD in Engineering by the Escola Politécnica of the University of São Paulo. He is the Chairman of the Board of Directors of the National Center for Research in Energy and Materials (CNPEM), Member of the Board of Technology and Competitiveness of FIESP and member of the Corporate Mobilization for Innovation Management Committee (MEI-CNI). In 2013, four meetings of the Fiscal Council were held. The following counselors were elected on April 25, 2013, and their mandates expire on April 25, Fiscal Council Eduardo Cysneiros de Morais Effective member Carlos Eduardo de Abreu Sodré Alternate member Ronaldo Fiorini Effective member Luiz Fonseca de Souza Meirelles Filho Effective member Luiz Péricles Muniz Michielin Alternate member Frederico Tardin Vita Alternate member Frederico Tardin Vita Investment analyst at Núcelo Capital. He is part of the analysis area at Núcleo since Mr. Vita earned a Bachelor degree in Business Management by the EAESP-FGV in Luiz Péricles Muniz Michielin Vice-President of the Center of Industries of the State of São Paulo (CIESP). Holds a Bachelor Degree in Law by Faculdade de Direito de São Bernardo do Campo. Luiz Fonseca de Souza Meirelles Filho Mr. Meirelles Filho is the Director of Banco Paulista S.A., Member of the Management Councils of Azevedo & Travassos S.A. and Bombril S.A. He is also an Alternate Member of the Management Council of São Paulo Alpargatas S.A. and an Alternate Member of the Fiscal Council of Paranapanema S.A., besides serving as a Member of the Deliberative Council and Financial Vice-President of the Club Athlético Paulistano. 22 Annual Report 2013

13 04 Management and Strategy 26. Sector Scene 26. Strategy 28. Accident Reduction 29. Communication channels 29. Investiments 30. State Concessions 37. Federal Concessions 50. Personnel Management 51. Career Development 24 Annual Report 2013

14 Sector Scene Highways are used by 61% of the cargo transport and 90% of the passenger transport in Brazil. Out of the 203 thousand kilometers of the country s paved network, 14.1 thousand kilometers are managed by concessionaires (7%), with a total traffic, in 2013, of 1.6 billion vehicles, according to data from the Brazilian Association of Highway Concessionaires (ABCR). The Ministry of Cities informs that in 2013, the national fleet had over 80 million vehicles, 55% of them automobiles, 22% motorcycles and 3% trucks. Private capital is a crucial element to meet the requirements of infrastructure of the country. According to the CNT Survey, promoted by the National Confederation of Transport in 2013, the Federal Government authorized an amount of R$ 12.7 billion to be invested in the Brazilian highways, while CNT evaluates that the country needs investments of R$ billion in this sector. The survey also reveals the gap of quality among the highways managed by the federal or state governments and those under the management of concessionaires. Regarding general conditions, only 2.7% of the highways under public management was considered great, and 24% was considered good. On their turn, the roads managed by concessionaires were rated great and good by respectively 48.5% and 39.9% of the users. The expansion of economy benefits the highway concession market in two ways: the increase in the industrial production raises the cargo vehicles traffic, and the growth of the salaries stimulates tourism and increases toll collection. The agribusiness expansion also promotes a positive impact in this market, once it is an important user of the highways. Arteris is directly affected by the Brazilian general economic conditions. The evolution of our business is usually related to the context of Brazilian economy, particularly to the variations of the Gross Domestic Product (GDP), inflation and interest rates, tax and government policies. In relation to the original forecasts, Brazil ended 2013 with moderated growth indexes. The economy grew 2.3% in 2013, according to the data disclosed by the Brazilian Institute of Geography and Statistics (FIBGE). The amount of richness produced in the year reached the total of R$ 4.84 trillion. The Gross Domestic Product (GDP) per capita was R$ 24,065, an increase of 1.4% in relation to The average unemployment rate at the end of 2013 was 5.4%, the lowest yearly average since the beginning of the time series (2002), 0.1% lower to the average rate registered in 2012 (5.5%) and 7.0% lower than the rate registered in 2003 (12.4%). As a reflex of the national and foreign macroeconomic scene, Bacen (the Central Bank of Brazil) increased the basic interest rate over the year from 7.225% to 10.00% during the meetings held by the Monetary Policy Committee (Copom) in This increase was due to the government s efforts to hold inflation, according to the details provided below. Regarding the General Market Price Index (IGP-M), 2013 accrued an increase of 5.5% in relation to the increase of 7.8% registered in The inflation measured by the Broad Consumer Price Index (IPCA) went from 5.8% in 2012 to 5.9% in These indexes do affect the economic-inflationary context. The IPCA has an impact in the Company s revenues because it is used to set the toll tariffs increase on the highways managed by the group s concessionaires. Strategy Arteris is committed to create value for its stakeholders, adopting an innovating, correct and transparent management model. The Company s strategy is based on the following guidelines: Investiment In order to finance the capital structure required by the investment projects, the Company counts on the Group s cash flow and on resources coming from long-term structured operations, with the risk linked to the projects. The Company is constantly analyzing new technologies applied to business, aiming at the improvement of results. These are projects that increase both the traffic flow on the highways and the agility in the collection of tolls, contributing to improve the traffic conditions and the satisfaction of the users. Besides these projects, additional revenues may be created by the installation of fiber optic cables in the right of way or the maintenance of frontage roads. Arteris has among its priorities the provision of a high-quality user support, ensuring convenience and safety on the highways. Operations that focus on quality and safety Planning with focus on operational efficiency, ensuring the maximization of performance in investments and in the provision of the services as provided in the concession contracts. The decisions are based on the use of synergies that derive from the interconnection of the highways and from the integrated management of solutions for the reduction of operational cost reduction and accidents. Safety is always the major concern. Relationship with stakeholders To deal with matters related to the company, the communication with journalists, politicians, opinion-makers and users is guided by transparency, always with reliable and clear information. The relationship with the stakeholders is intense and there is constant attention to the complaints of the users. 26 Annual Report Annual Report 2013

15 Accident Reduction Communication channels In 2013, Arteris reinforced all the safety-related actions and strengthened its adhesion, in 2011, to the Decade of Action for Road Safety This initiative promoted by the United Nations (UN) joins the governments throughout the world in a commitment to adopt new measures of road accidents prevention. This is the third leading cause of death of people aging from 30 to 44 years, killing nearly 1.3 million people every year. Only in the year 2010, 1.24 million deaths were registered in 182 countries around the world. From 20 up to 50 million people survive with injuries. According to the 2013 Violence Map Motorcycle and Traffic Accidents, promoted by the Brazilian Center for Latin American Studies (CEBELA), 980,838 people died from traffic accidents in Brazil between 1980 and Facing this context, Arteris created the Strategic Group for Accident Reduction (GERAR), a group that has a priority status in the daily management of the Company. This group is made of professionals from several areas, comprising all the concessionaires of the company, and aims to develop studies and design plans of action to eliminate accidents in the work environment and reduce the number of accidents and deaths on the highways. The plan of action is guided by the following premises, based on Human, Politic, Technique and Economic dimensions: Safety management in the work environment to examine the work conditions, risk sources, review the processes to detect possible risks, to establish actions focused on health and life quality of workers, to organize and set a continuous training program. Management of road safety to diagnose the current situation, detect the improvements made and its respective results, identify, treat and monitor the dangerous spots on the highways. Behavior to educate and guide the employees and service providers for them to be aware of safety, to stimulate and support the traffic agents for them to strengthen the culture of road safety and help to positively change the behavior of pedestrians. Medical Care Service to establish the best techniques and practices when taking care of accident victims. Infrastructure to make sure that safety on the road and at the work environment is present in the plans, hires and construction projects. Education to help the public entities, driving training centers and the society, to re-educate the drivers. Support to Inspections support the Highway Patrol to strengthen the focus on road safety and traffic inspection. Effective Communication to design and establish an effective communication process to deal with the actions promoted for the reduction of accidents. Goals To implement a culture of safety in the work environment, with the best work practices. Reduce, up to 2020 and at least in 50%, the amount of deaths registered on highway accidents in The Company will promote an annual monitoring to meet this target. Arteris concessionaires provide user support on its highways, with winch services, medical assistance, traffic inspection, toll-free phone numbers and ombudsman, all available 24 hours a day, maintaining the open communication with the users who may contact the company also by , mail and website or in person. Through these channels, users may send suggestions, complaints, ask for support and information about the highway and traffic conditions. Attendances in 2013 FEDERAL STATE TOTAL FERNÃO FLUMINENSE LITORAL PLANALTO RÉGIS AUTOVIAS CENTROVIAS INTERVIAS VIANORTE 0800 attendances Ombudsman attendances Mail attendances Fax attendances attendances PABX attendances Personal attendances Complaint registers Website attendances Reply letters Investments In 2013, Arteris invested R$ 1.3 billion in works of infrastructure and improvements in its highways, a 13.1% higher amount compared to the previous year. 94.1% from this amount was destined to federal concessionaires. The Company executed in September, jointly with the National Land Transport Agency (ANTT), a Conduct Adjustment Agreement (TAC), that redefined the work scheduled of the federal highways. Since them, the Company meets the new plan with works being carried out faster than expected, as concluded by the first TAC report disclosed by ANTT in January Annual Report 2013

16 State Concessions There are 1,147 km of state highways managed by Autovias, Centrovias, Intervias and Vianorte. In 2013, tolled traffic overcame 200 million equivalent vehicles, an increase of 9.1% in relation to the previous year. The state concessionaires take part in the Highway Concession Program of the State of São Paulo, and their operations are guided and monitored by Artesp (the São Paulo State Public Transport Service Regulatory Agency). Autovias Highways SP-255 Rodovia Antonio Machado Sant Anna, between Ribeirão Preto and Araraquara (80.4 km) SP-318 Rodovia Engenheiro Thales de Lorena Peixoto Júnior, between São Carlos and the link with SP-255, in Rincão (44.6 km) SP-330 Via Anhanguera, between Ribeirão Preto and Santa Rita do Passa Quatro (78 km) SP-334 Rodovia Cândido Portinari, between Ribeirão Preto and Franca (88 km) Concession term 20 years Equivalent vehicles thousand Average tariff 6,79 R$/Veh. Equiv. User Satisfaction 60% of the interviewed users rated the concessionaire services 9 and 10. Source: Instituto Limite Construction works in 2013 SP-345 Rodovia Engenheiro Ronan Rocha, between Itirapuã and Franca (25.5 km) Cities The area comprises 18 cities, among them Araraquara, Ribeirão Preto, São Carlos, Batatais, Franca and Santa Rita do Passa Quatro. Profile of the area The region is a leading economy in the country, based on the sugarcane and bioenergetics industry, besides its agricultural production, particularly of soybeans and orange. Length 316,6 kilometers Services revenue R$ thousand Construction Works revenue R$ thousand Ajusted EBITDA R$ thousand Begining of the concession August 1998 End of the concession Agost 2018 The concessionaire began the most important road construction work in progress in São Paulo state: the redesign of Riberão Preto s interchange. Furthermore, Autovias implemented a new horizontal markings system, the Extruded Pavement Edge Line System, initially along a three-kilometer segment. Ribeirão Preto s Interchange With the economic development of Riberão Preto, whose population and traffic were largely increased, the main interchange of the city became obsolete. Waldo Adalberto da Silveira, a traffic circle with a diameter of 420 meters, at km. 307 of Via Anhaguera, was built in 1972 and receives a daily traffic of 80 thousand vehicles. During rush times, the traffic may reach 8 thousand vehicles per hour. Facing the necessity of improving this system, Artesp requested Autovias to prepare a renovation project. Among the purposed changes is the building of eight viaducts, 20 loops, a footbridge of meters, the integration to the urban road system and complementary drainage. The new structure will be 11,800 meters long and shall be completed in Abril The investment is of nearly R$ 120 million, divided between Autovias (R$ 94 million) and Vianorte (R$ 26 million). Safety In 2013, Autovias created the local GERAR group in order to promote actions to reduce de number of accidents. The concessionaire also made services for adequacy and modernization of the electric installations of the operational bases, of the Highway Patrol Stations, of the concessionaire s offices and radio repeaters. Besides, there was the promotion of the campaign Siga Alerta Caminhoneiro, as a celebration for the National Truck Driver Day, aiming to encourage the change of habits and attitudes of the truck drivers in relation to cargo overloading, enhancing safety. The concessionaire promoted two accident simulations with hazardous material and specific actions for the World Water Day (March 22), the World Environment Day (June 5) and the Arbor Day (September 21). On the occasion, the drivers received 10 thousand brochures with information on the rational use of water and 250 sunvisors for their cars. The Child Education Center Igydio Rosatti, in the city of Luiz Antonio, received 110 saplings of 27 different native species of trees. 10 thousand seeds of white figs were given to the users that passed by the toll plazas on the Arbor Day, and six thousand native saplings were planted along the stretch managed by Autovias. 31 Annual Report 2013

17 Centrovias Highways SP-310 Rodovia Washington Luís, between Cordeirópolis and São Carlos (74.55 km) SP-225 Rodovia Engenheiro Paulo Nilo Romano, between Itirapina and Jaú (86 km) SP-225 Rodovia Comandante João Ribeiro de Barros, between Jaú and Bauru (57.6 km) Cities The concessionaire s highways attend 12 cities of the mid-west São Paulo, in the areas of São Carlos, Rio Claro, Jaú and Bauru. Profile of the area São Carlos has nearly 218 thousand inhabitants, 6,500 companies and four universities, among them the University of São Paulo (USP) and the Federal University of São Carlos (UFSCar). The city is a leading center of high technology in Brazil, with many industries of which more than 60 are manufacturers of high technology items. The city is part of the so-called milk belt of São Paulo, also producing orange, sugarcane, tomato, coffee, rice, eggs, chicken and meat. Rio Claro is famous for its ceramic industry and an important state center of education. Bauru and Jaú have important agricultural and industrial production, with a very strong shoe industry in Jaú and a great tertiary sector in Bauru. Over the recent years, Brotas has been one of the state leading ecotourism destinations. Length 218,2 kilometers Services revenue R$ thousand Construction Works revenue R$ thousand Adjusted EBITDA R$ thousand Begining of the concession June 1998 End of the concession June 2019 Concession term 21 years Vehicle equivalents thousand Average tariff 6.17 R$/Veh. Equiv. User satisfaction 58.2 % of the interviewed users rated the concessionaire services 9 and 10. Source: Instituto Limite Construction sorks in 2013 In 2013, Centrovias renovated the metallic structures of the toll plaza s coverage and the special engineering structures of SP-310 and SP-225. The concessionaire promoted the correction and adequacy of the drainage system, the stabilization of slopes, pavement repairs, sign improvements and the resurfacing between the km and of SP-310. Safety Centrovias made a vehicle inspection campaign, promoting the installation or replacement of reflective tapes at the backs and sides of truck bodies and trailers. The concessionaire also promoted a meeting with sugarcane workers to deal with the sugarcane transport through the highways, besides creating the local GERAR group. Innovation Centrovias implemented the digital radio and PABX system, improving the communication process. Furthermore, the concessionaire migrated the Closed Circuit TV to digital technology, using 30 cameras linked to a new software. Another innovation was the implementation of virtual workstations with a cloud storage and processing system, and the integration of the Intelligent Transportation System (ITS) with the KCor module. This last innovation improved the technique and operational aspects of CCO and of the Information Technology and ITS areas, once all the intelligence equipment are integrated on a single software. Intervias Highways SP-147 Rodovia Monsenhor Clodoaldo de Paiva, between Mogi Mirim and Itapira (19.34 km) SP-147 Rodovia Engenheiro João Tosello, between Limeira and Mogi Mirim (43.87 km) SP-147 Rodovia Deputado Laércio Corte, between Limeira and Piracicaba (31.25 km) SP-157/340 Anel Viário Prefeito Jamil Bacar, in Mogi Mirim (6.89 km) SPI-165/330 Contorno Gilberto Silva Telles, in Araras (4.67 km) SP-330 Rodovia Anhanguera, between Cordeirópolis and Santa Rita do Passa Quatro (82 km) SP-191 Rodovia Wilson Finardi, between Araras and Rio Claro (25.02 km) SP-191 Rodovia Wilson Finardi, between Mogi Mirim and Araras (46.9 km) SP-215 Rodovia Vicente Botta, between Casa Branca and Porto Ferreira (79.65 km) SP-215 Rodovia Dr. Paulo Lauro, between Porto Ferreira and São Carlos (15.6 km) SP-352 Rodovia Comendador Virgolino de Oliveira, from Itapira to the border SP-MG (22.63 km) 33 Annual Report 2013

18 Cities The concessionaire is based in the city of Araras and its highway network comprises 19 cities, with nearly 1.7 million inhabitants. The most important neighboring cities are: Piracicaba, Limeira, Mogi Mirim, Rio Claro, São Carlos, Leme, Pirassununga, Araras and Porto Ferreira. Profile of the area The highways of the system managed by Intervias allow the access to the north of the state of São Paulo and to the south of Minas Gerais, in an area that is known for large universities, some of them internationally renowned ESALQ, UFSCar and Unesp, all of them public universities, located in Piracicaba, Araras, São Carlos and Rio Claro. This region is also strong in the production of sugarcane and orange and in the tertiary sector. Length 375,7 km Services revenue R$ 339,944 thousand Construction Works revenue R$ 16,213 thousand Adjusted EBITDA R$ 270,394 thousand Begining of the concession February 2000 End of the concession January 2028 Concession term 28 years Equivalent vehicles 65,479 thousand Average tariff 5.62 R$/Veh. Equiv. User satisfaction 58.1 % of the interviewed users rated the concessionaire services 9 and 10. Source: Instituto Limite Construction Works in 2013 In 2013 Intervias operated the following works: Construction of the additional lane between km and of SP-191, with a length of 3.82 kilometers. Construction of the additional lane between km and 114,680 of SP-215, with a length of 2.02 kilometers. Construction of the additional lane between km and of SP-191, with a length of 1.15 kilometers. Safety To improve the traffic safety, safety barriers were placed in five stretches of the highway. The company also constructed a sidewalk and a bus stop in Via Anhaguera and illuminated the Adib Chaib device at km. 56 of SP-147, in addition to creating the local group of GERAR. Innovation Intervias installed 21 cameras in a Closed Circuit TV used to monitor the traffic. The company also renewed four weather stations and installed the remote CCA (a collection controlling center) to centralize the toll plazas operations. Vianorte Highways SP-330 Via Anhanguera, between Ribeirão Preto and Igarapava (131.2 km) SP-322 Rodovia Atílio Balbo, between Ribeirão Preto and Sertãozinho (9.7 km) SP-322 Rodovia Armando de Salles Oliveira, between Sertãozinho and Bebedouro (54.9 km) SP-322 Rodovia Pref. Antônio Duarte Nogueira (Anel Viário Sul), in Ribeirão Preto (18.3 km) SP-328 Rodovia Alexandre Balbo (Anel Viário Norte), Ribeirão Preto (13.9 km) SPA-325/322 Avenida Bandeirantes, in Ribeirão Preto (8.6 km) Cities Vianorte s head office is in the city of Sertãozinho and comprises 14 cities in its network, among them: Riberão Preto, Sertãozinho, Bebedouro and Ituverava, with nearly 1 million people. Profile of the area Commerce and service provision are the strongest sectors of the economy. Highlights to healthcare and university education undergraduate and graduate courses, with over 40 thousand students. There are also six television channels. Length kilometers Services revenue (toll revenue + other revenues - net) R$ thousand Construction Works revenue R$ thousand Adjusted EBITDA R$ thousand Begining of the concession March 1998 End of the concession March 2018 Concession term 20 years Vehicle equivalents Average tariff 8.03 R$/Veh. Equiv. Satisfaction of the users 61.7 % of the interviewed users rated the concessionaire services 9 and 10. Source: Instituto Limite Construction Works in 2013 Jointly with Autovias, Vianorte takes part on the redesign of Ribeirão Preto s cloverleaf interchange. Furthermore, up to December 31, 2013, Vianorte constructed a footbridge on the km. 322 of Via Anhanguera (SP-330), recovered 24 special engineering structures (structure, functionality and durability) and concluded the fourth intervention in km. of pavement of Via Anhanguera. 34 Annual Report 2013

19 Federal Concessions Safety The safety of the users received special attention, with interventions like the identification and repairing of six spots along the highway, including the lowering and removal of fixed obstacles, installation of rumble strips with thermoplastic inks and reinforcement of the vertical signaling, aiming to reduce the number of rear-end collisions. The concessionaire innovated with the promotion of Acorda Motorista ( Wake up, driver ), approaching the drivers during the dawn, measuring their blood pressure and providing information through a delightful conversation, helping the drivers to stay awaken. Furthermore, a meeting was held with representatives from 23 sugarcane-processing plants that operate in the highways managed by Vianorte. That region is known as the largest producer of sugarcane in the state, with an intense movement of trucks carrying sugarcane, ethanol, sugar and bagasse. The objective of the meeting was to inform and aware the processing plants about the laws regarding the transport vehicles, contributing to improve the highway safety. Vertical signaling was improved with the installation of 750 new signs. The horizontal markings were continuously maintained and new raised reflective markers were installed. Environmental actions Be it through support to projects developed on the highway areas or through environment management, Vianorte promotes several actions for education and raising the awareness both of its employees and the population. It is important to mention the planting of more than 155,000 native trees up to December 2013, mainly carried out in degraded areas or in areas of riparian forests, which contributed to recover those areas. The Concessionaire promoted internal and external actions on the main environment dates: World Water Day (March 22), World Environment Day (June 5) and the Arbor Day (September 21). There was the distribution of brochures, sunvisors and seeds of native trees to the collaborators and the highway users. Throughout the year, the concessionaire promoted talks on Environment, explaining the actions performed on this area and discussing sustainable development and preservation with children and teenagers at public schools from the cities were the concessionaire operates There are 2,103 kilometers of federal highways being managed by the concessionaires Fernão Dias, Planalto Sul, Fluminense, Litoral and Régis Bittencourt. In 2013, tolled traffic was over 500 million vehicle equivalents, an increase of 0.6% compared to the previous year. The highways managed by Arteris are part of the Federal Program of Highway Concessions. The operations of the concessionaires are regulated and monitored by the National Land Transport Agency (ANTT). Autopista Fernão Dias Highway BR-381 Rodovia Fernão Dias, between São Paulo and Belo Horizonte (562.1 km). Cities The offices of Autopista Fernão Dias are in the city of Pouso Alegre (MG). The concessionaire s highway network reaches 33 cities, connecting two of the greatest Brazilian capitals, São Paulo (SP) and Belo Horizonte (MG). In the surroundings of the highway network there are nearly 16.6 million inhabitants. Profile of the area Pouso Alegre is located in the South of Minas Gerais, and is one of the cities who grows the most in Brazil. Over the recent years, the city received large companies such as the heavy equipment Chinese manufacturer Xuzhou Construction Machinery Group (XCMG) and the Indian pharmaceutical company ACG. In that same area, the cities of Atibaia and Bragança Paulista attract tourists for being famous climatic health resources. In the metropolitan area of Belo Horizonte (the third leading and richest capital of the country), the cities of Contagem and Betim are the main industrial center of Minas Gerais State. The chemical manufacturer Alkon, FIAT and General Eletric are some of the important companies of the region. Length kilometers Services revenue R$ 231,870 thousand Construction Works revenue R$ 266,821 thousand Adjusted EBITDA R$ 94,482 thousand Begining of the concession February 2008 End of the concession February 2033 Concession term 25 years Vehicle equivalents 165,214 thousand Average tariff 1.40 R$/Veh. Equiv. 36 Annual Report Annual Report 2013

20 User satisfaction 87% answered that the services improved over the last 5 years 75% of positive evaluations of the highway Source: Datafolha Construction works 2013 The most important investments made by Autopista Fernão Dias are the building of the interchanges of access to the Industrial District of Extrema (km of BR-381) and to the city of Carmópolis de Minas (MG), in the km. 586; the building of 22 footbridges; the improvement of 44 existing accesses; the creation of an operational return in the km ; the remodeling of the Dutra X Fernão Dias highway system, between the km. 88 and 90; the building of 14 segments of frontage streets, with a total of 13.1 km; the conclusion of the interchanges that were left unfinished by DNIT, in the km , in Mairiporã (SP), km. 913 in Camanducaia (MG) and km in Guaripocaba II, Aitibaia (SP); and the recomposition of the slopes at Santo Antonio river, in Contorno de Betim. Total investment was R$ million, destined not only to the construction works finished in the period, but also to the ones that started in 2013, like the conclusion of three interchanges left unfinished by DNIT; the building of 23 segments of frontage streets, totaling 18.5 km; improvement of four existing accesses; renovation of an existing intersection; and the building of 11 footbridges and of eight segments of additional lanes, with a total length of 10.8 km. In 2013, the concessionaire concluded Contorno the Betim, a long awaited work by the people from Belo Horizonte s metropolitan area, with 8.13 km. This stretch of the highway receives a daily average of 65 thousand vehicles. Safety In 2013, the concessionaire reinforced the signaling, constructed footbridges and safety devices on the highway s dangerous spots. The company also began the installation of lights along several stretches, not only on the highway but also in the frontage roads, footbridges, returns, bus stops, underpasses and interchanges, to improve the traffic conditions and the safety of the users. Finally, the concessionaire created the local GERAR group. Environmental actions Jointly with the other four federal concessionaires, Autopista Fernão Dias promoted, in 2013, the Environmental Management Program (PGA), which aims to develop and implement an environmental policy. This program comprises the Waste Management (PGRS), Environmental Education and Social Communication, compensation planting and water quality control. Autopista Fluminense Highway BR-101 Rio de Janeiro (RJ) to the border RJ/ES (320.1 km) Cities Autopista Fluminense is based in São Gonçalo (RJ). Its network comprises 13 cities, going from the capital of Rio de Janeiro until the border with the state of Espírito Santo. Nearly 8.5 million people live next to the highway network. Profile of the area Along the route, there are cities like Macaé, Campos de Goytacazes and Rio das Ostras. Those cities receive royalties from Petrobrás for the exploitation of oil, and these resources are the main source of infrastructure works like basic sanitation and road network. São Gonçalo ist the second leading city in the State of Rio de Janeiro, and has a developed industrial park, with strong fishing and metallurgy industries. 39 Annual Report 2013

21 Length kilometers Services revenue R$ 146,795 thousand Construction Works revenue R$ 268,044 thousand Adjusted EBITDA R$ 76,684 thousand Begining of the concession February 2008 End of the concession February 2033 Concession term 25 years Equivalent vehicles 48,422 thousand Average tariff 3.28 R$/Veh. Equiv. User satisfaction 87% answered that the services improved over the last 5 years 52% of positive evaluations of the highway Source: Datafolha Construction works in 2013 During 2013, the concessionaire proceeded with the duplication of 59.6 kilometers of the highway BR 101/RJ between the cities of Macaé and Campo dos Goytacazes. The works started in the third quarter of 2011, after the authorization of the Brazilian Institute of Environment and Renewable Natural Resources (IBAMA). In the highway under concession, two interchanges were built and are already being used: on to access the city of Macaé, the other in Rio Bonito. Three more structures of the same kind are being constructed. The project is one of the main works of the Company and comprises the duplication of kilometers. Besides the aforementioned 59.6 kilometers, on April 25, 2013, IBAMA issued the installation license and authorized the beginning of the duplication works on the remaining 70.9 kilometers. Bridge to the border between the states of Rio de Janeiro and Espírito Santo. Part of this works is in progress, between the km. 101 (Campos) and 144 (Macaé), and between km. 190 (Rio Dourado) and 248 (Silva Jardim). The contract also requires the conclusion of works in Macaé s interchange, at km Safety In 2013 the concessionaire promoted several actions to improve the safety of the user, like the identification of dangerous spots with statistical analysis and the definition of solutions, by improvements in engineering or the installation of safety devices. After this initiative, 25 kilometers of [screens] existing accesses were improved and operational processes were enhanced, as follows: Medical and mechanical care; Animal gathering operations on the highway; Installation of reflectors and buttons on km. 66; Reinforcements on the vertical signaling; installation of speed reducers and metallic barriers; Educational campaigns: placement of informative posters on the highways and distribution of brochures; Promotion of the educational campaign Viva motociclista ; Promotion of the Comando Educativo in the Highway Patrol Stations, in the cities of Campo dos Goytacazes and São Gonçalo; Operation of fixed and mobile variable message signs with safety messages on the highways; Messages of impact: disclosure of the numbers of accidents, deaths and injuries in 2013 in the fixed variable message signs, with a daily update of the statistics; Creation of the local GERAR group. Additionally, the Company is carrying out, since October 2012, the works in Avenida do Contorno, city of Niterói, which will increase the traffic volume and bring important improvements to that part of the highway. It is a relevant and complex work, once it requires the extraction of rocks without causing an impact to the area. In 2013, besides the extraction, the company proceeded with the erection of beams and the mounting of slabs of the viaduct over Leopoldina Railway yard. The company concluded 3.8 kilometers of frontage streets in Manilha Varandinha, in the city of Itaboraí (RJ) and an inclined stretch in Rio Bonito (RJ), besides four footbridges, which improved the highway s safety level. The concessionaire also promoted the construction works of the fixed balance in km. 272 in Tanguá, the construction of five bus stops in the region of São Gonçalo and the pavement recovering of the highway. As provided in the Concession Contract, Autopista Fluminense is required to duplicate 176 kilometers of Rodovia BR-101 Governador Mário Covas, which links the end of Rio Niterói

22 The five federal concessionaires promoted actions on the International Volunteer Day, on the National Volunteer Day, Pink October (the month of fighting breast cancer), Blue November (fighting prostate cancer) and the Campaign Lacre Amigo, which collects aluminum can pull-tabs and donates wheelchairs. Innovation The concessionaire maintained the user communication system, consisting of 107 monitoring cameras, two weather stations, six variable message signs and the modern Operations Control Center, which enables the enhancement of the relationship with users. Autopista Litoral Sul Autopista Litoral Sul is considered the 37th leading company in the state of Santa Catarina, and was received the award Grandes e Líderes 500 Maiores do Sul ( Great and Leading 500 greatest companies of the south ), promoted by the magazine Amanhã. Profile of the area The region of Florianópolis is an important center of services and commerce. The tertiary sector is the most expressive in the state of Santa Catarina because, in addition to being integrated by the state government offices and federal agencies, the state has a well-developed and diversified commercial and services center. Important areas are banking operations, education and healthcare, not excluding tourism, which is responsible for a high flow in the local economy, directly influencing the increase in per capita income. Joinville is the most populated and industrialized city of Santa Catarina. Its industrial park has more than 1,500 industries and 58 thousand employees, and an average growth rate of 5.67% per year. The region is also the third leading industrial center of the South region. The volume of revenues received by the public treasury is only lower than those received by the capitals Porto Alegre (RS) and Curitiba (PR). Length 358 kilometers Services revenue R$ 183,606 thousand Construction Works revenue R$ 274,499 thousand Adjusted EBITDA R$ 83,415 thousand Begining of the concession February 2008 End of the concession February 2033 Concession term 25 years Equivalent vehicles 117,787 thousand Average tariff 1.67 R$/Veh. Equiv. User satisfaction 78% answered that the services improved over the last 5 years. 58% of positive evaluations of the highway. Construction Works in 2013 During 2013 the concessionaire concluded the construction of 26.2 kilometers of frontage streets. It also delivered 12 new footbridges, 1.3 kilometers of new additional lanes and concluded the structural reinforcements and broadening of ten special engineering structures (bridges and viaducts). Aditionally, after the execution of a contract amendment, the concessionaire is reallocating a toll plaza from the city of Palhoça (SC) to a position located of 23 kilometers away. Besides the current works on the new plaza, predicted to be opened in the middle of June, 2014, those 23 kilometers were incorporated as responsibility of the concessionaire. Healthcare and Heliport Autopista Litoral Sul has built a Basic Health Unit in São José dos Pinhais Hospital, state of Paraná. The place shall attend over six regions of the city nearly 15 thousand people, aiming to improve the infrastructure of prehospital services in the city. The concessionaire invested R$ 1.7 million in the building, which has a constructed area of 518 square meters with two medical clinics, two dental clinics and four rooms of general procedures inhalation, vaccination, bandages, sterilization and purges. The Unit has also a reception and waiting area, toilets, dining room, lockers, storeroom, management and meeting rooms, besides an archive, a gym for the goldenaged and a playground. When the operations start, the Basic Health Unit of São José dos Pinhais Hospital shall provide 375 attendances every day. In addition to the works in São José dos Pinhais, in 2013 the concessionaire built a heliport in São José de Joinville Hospital (SC), investing R$ million. The facility enables safer take-offs and landings and is used to quickly attend victims of the accidents in the region. The metallic structure of 416 square meters has a platform, specific painting and signaling and two elevators that provide access to all floors of the hospital. The São José de Joinville Hospital is a benchmark of urgency and emergency attendance in the region, also providing services to the cities of Guaratuba (PR), Garuva (SC), São Francisco do Sul (SC), Araquari (SC), Barra Velha (SC), Mafra (SC) and Rio Negrinho (SC). The clinic alone daily attends an average of 500 patients. Highways BR-116 / BR-376 / BR-101 connects Curitiba (PR) to Florianópolis (SC) (335 km) Cities Autopista Sul have its offices in the city of Joinville (SC) and encompasses 23 cities with its highway network, starting in Curitiba, capital of Paraná, down to Florianópolis (SC). Nearly 3.7 million people are living next to this highway network. 42 Annual Report 2013

23 Safety In 2013, the concessionaire installed more than 500 reflecting studs in the sharp curves that registered lane departures, particularly in stretches of Serra do Mar, cities of Guaratuba and Tijucas do Sul (PR) and in Serra do Tabuleiro, city of Palhoça (SC). This is a flexible and reflective device, used as a delineator or separator of traffic directions. Among the actions of GERAR, Litoral Sul promoted a training on defensive driving to the motorcyclists that work on the company. Furthermore, the concessionaire installed radars on the highways 376/PR and BR-101/SC, according to the provisions of the concession contract. The radars aim to reduce the number of accidents. 37 radars were installed, 13 of which on the highway itself and the remaining 24 on frontage roads. The radars are visible and fixed, and have an external display for the users to easily recognize them. They shall be in operation in March, Social Responsibility Before the beginning of the works, Litoral Sul adopted fauna management procedures and enabled the concessionaire s biologists to save 28 indigenous animals in 2013, on the highways under the management of the company. In the Socio-environmental area, the concessionaire promoted the Campaign Lacre Amigo, through the concessionaire s Volunteering Program. The program collects aluminum can pull-tabs and exchange them for wheelchairs. In 2013, the campaign counted with the direct participation of Mariana Candido, a girl from Santa Catarina who became a symbol of this initiative. The project, which happened inside the company until them, was expanded and received a great the adhesion of the society. Innovation Not only for technological innovation, but also to inform its users, Autopista Litoral Sul executed agreements with broadcasters companies from RBS and RIC Record TVs for them to use the highway s network of cameras. After the placement of radars, the company installed 31 monitoring lanes along the highways and 48 monitoring lanes in the frontage roads. The concessionaire also installed ten height detectors, avoiding collisions against the highway s structures. The self-service system was implemented, with a desk where the user may be informed using the internet and/ or receive support through a video calling software with the Concessionaire s CCO. The concessionaire expanded the ITS on the stretch from Palhoça to Paulo Lopes, with 23.8 kilometers of optics fiber, 12 high definition cameras, a fixed variable message sign, a weather station and two traffic monitors covering four lanes. Lights were installed along 27 kilometers on the highway and 15 kilometers on the frontage streets, besides eight interchanges and six lightened footbridges. Autopista Planalto Sul Highway BR-116 Curitiba (PR) to the border PR/SC (412.7 km) Cities Autopista Planalto Sul is based in the city of Rio Negro (PR). It has a highway network with 17 cities, like Curitiba and Lages, totaling a population of nearly 2.25 million people. Profile of the area The capital of Paraná state is in a strategic position in the economy of Mercosur. It has convenient accesses to Argentina, Uruguay, Paraguay and to the most important cities in South and Southeast Brazil. In the state of Santa Catarina, the city of Lages is known as the national capital of rural tourism. Many tourists travel to the city every year in search of the great waterfalls of Rio Caveira and its preserved areas. Rio Negro, Mafra and Fazenda Rio Grande also receive a large number of visitors with this same profile. Length kilometers Services revenue R$ 94,567 thousand Construction Works revenue R$ 123,514 thousand Adjusted EBITDA R$ 38,323 thousand Begining of the concession February 2008 End of the concession February 2033 Concession term 25 years Vehicle equivalents 28,704 thousand Average tariff 3.61 R$/Veh. equiv. User satisfaction 79% answered that the services improved over the last 5 years Source: Datafolha Construction works in 2013 Planalto Sul made pavements repairs on 178 kilometers and improved (repairs, renovations and reinforcements) 12 bridge and nine existing accesses. From the safety point of view, it also improved the existing intersection of the km in Campo do Tenente. Furthermore, the concessionaire constructed two kilometers of frontage streets and began more than 400 meters of the same construction. An important aspect of 2013 was the recovery of environmental liabilities in 13 spots of BR-116. The concessionaire is carrying out works in the access way to the Industrial District and in the frontage interchanging roads in Contorno Leste de Curitiba. Besides, there are adequacy works on the highway at Fazenda do Rio Grande, construction of an intersection at km (Vila Pompéia - Curitiba) and of level returns in the km and , in the frontage streets of Mafra (SC) 7.38 kilometers. 45 Annual Report 2013

24 Duplication between Curitiba and Fazenda Rio Grande This work began after the issue of IBAMA s installation license. There are already 6.20 kilometers completed and other km are in progress. Safety In 2013 the concessionaire installed 150 high definition câmeras to real-time monitor the higway. The great achievement regarding the relationship with the user was the installation of a TV system in service stations at the highway s margins in BR-116. Through this system, the user may be informed about works, blockings, congestions, news about the concessionaire and general news. The local GERAR group, jointly with the concessionaires Litoral Sul and Régis Bittencourt, promoted the accident simulation with hazardous material in the km. 70 of BR-116. Environmental actions The concessionaire donated 270 saplings to the environmental project of Gunther Wermer Child Education Center in Mafra (SC). The company also promoted 72 trainings to aware the 688 employees that are working on constructions and activities that require the preservation of environment. Innovation Planalto Sul employed green disk harrows, palisade, the tecco system and leaded screens in the recomposition of slopes, besides operating the CFTV with 150 monitoring cameras on the highway. Autopista Régis Bittencourt Highway BR-116 Rodovia Régis Bittencourt, between São Paulo and Curitiba (402.6 km) Cities Autopista Régis Bittencourt is based in the city of Registro (SP) and comprises 17 cities in its highway network. It connects the capital of Paraná, Curitiba, to São Paulo (SP), a stretch with nearly 13.6 million inhabitants. Profile of the area Taboão da Serra, in the state of São Paulo, is a city with strong industries in the sectors of chemistry, metallurgy and furniture. It has nearly 721 industries that contribute to the economic flow of the city. About 200 kilometers of Régis Bittencourt are in the region of Vale do Ribeira, comprising cities in which the economy is based on the agriculture. They produce bananas, rush, palm hearts, dairies and create bubalus, but their economy also lies on mining and on the cement industry. Curitiba, the capital of Paraná state, is a special and attractive city for investments. It is located in a strategic position in the economy of Mercosur, with convenient accesses to Argentina, Uruguay, Paraguay and to the most important cities in South and Southeast Brazil. Length kilometers Services revenue R$ 247,911 thousand Construction Works revenue R$ 251,685 thousand Adjusted EBITDA R$ 143,895 thousand Begining of the concession February 2008 End of the concession February 2033 Concession term 25 years Vehicle equivalents R$ 150,134 thousand Average tariff Basic toll tariff of R$ 1.80 User satisfactions 77% answered that the services improved over the last 5 years 44% of positive evaluations of the highway Source: Datafolha Construction Works in 2013 In 2013 the concessionaire carried out the following construction Works: recovering of slopes installation of 9 new footbridges over duplicated lanes installation of five leveled structures improvements in the intersection at km. 285 (Itapecerica da Serra) 26 kilometers of safety barriers 3.66 kilometers of fortage streets in Cajati 4.62 kilometers of fortage streets in Jacupiranga 5 kilometers of bicycle way in Registro renovation of 7 special engineering structures (bridges and viaducts) Works that are in progress: the duplication of 6.5 kilometers in Serra do Cafezal; the construction of four leveled structures; 0.9 kilometers of frontage streets in Pariquera Açu and 1.74 kilometers in Miracatu; installation of 46 pedestrian guard-rails on the footbridges; installation of footbridges over the doubled lane highway on km Autopista Régis Bittencourt s iconic work is the duplication of the central stretch of Serra do Cafezal, one of the most important on the highway. This work shall contribute to solve one of the infrastructure problems of the country. Viability studies for this work started in the 46 Annual Report Annual Report 2013

25 1990 s, and in addition to the 11 kilometers that are already in operation, the concessionaire will deliver 6.5 kilometers more in 2014 and begin the works for the final stretch of 13 kilometers. The beginning of 2013 was marked by the environmental authority s issue of the installation license to the duplication of the last 19 kilometers from the total of 20.5 kilometers predicted in the project. This stage shall last for four years and comprises the construction of four tunnels and 33 bridges and viaducts. Works started in June 2013, in two segments, one of 5 kilometers and the other of 1.4 kilometer. Another 5-kilometer segment with three tunnels and five viaducts will began to be constructed during the first quarter of Safety Autopista Régis Bittencourt reinforced the vertical and horizontal signaling in dangerous curves, accomplishing meaningful results of accident reduction (cases of 60% reduction). Special signaling devices were purchased and installed, as well as special reflector studs with high night reflectivity and return to the original position in the event of a collision avoiding the constant replacement of the material. The concessionaire promoted courses on defensive driving, traffic signaling, first-aid procedures and, specially, the accident simulation, jointly with the concessionaires Planalto Sul and Litoral Sul, in November, The event, which is part of the Contingency Plan of the three companies, was held on km. 75, Pista Norte, in the region of Quatro Barras. The objective of the simulation was to train and integrate the different teams in order for them to operate in high-complexity events, involving hazardous material and multiple victims. Corporate Social Responsibility Environmental actions Autopista Régis Bittencourt established a partnership with the Zootechnics Museum of the University of São Paulo, which provides the transfer of native animals found death on the highways for them to be studied at the Veterinary Anatomy Museum. For the animal to be in conditions of being studied, the concessionaire accomodates the animal inside a freezer until the collection by specialized teams. The injuried animals are sent to the Universidade Monte Serrat, in Santos, at the coast of São Paulo, after receing first aid from a veterinary serving the concessionaire. Those actions are part of the Fauna Surveillance Program, which shall be the object of an educational action integrated to the program Viva Meio Ambiente, through which the students of public schools will visit the museum and accompany the results of the studies, besides getting in touch with the species that are found. The concessionaire also has a partnership with the Capão da Imbuia Natural History Museum, with the same objectives regarding the animals that may be found in the Paraná segment of Régis Bittencourt. Innovation The concessionaire started to install fixed radars in Those are important instruments to help controlling the speed of the vehicles, once it forces the driver to be aware of the limits and contributes to reduce the number of accidents. The 18 visible radars that will be installed are able to photograph the car plates and register the vehicle s speed. The Volunteering Program, held by all of the Arteris concessionaires, promotes the engagement of the employees to visit and support civil society entities. In 2013, Autopista Régis Bittencourt attended six entities (APAE, an elderly care home, children s home, animal welfare group and a cancer support group), benefiting nearly 2,000 people. 49 Annual Report 2013

26 Personnel management In the personnel management area, Arteris guidelines are the promotion of the employee s career development and the provision of safety and life quality. With the challenge of performing its massive investments program, the company continuously invests in its personnel board. The management is guided by the search for efficiency and collaboration, and is in line with the market practices and the guidelines of the new Company s directors. Safety was a priority issue in 2013, represented by actions related to the safety in work environment and in the highways. Other important initiatives were the implementation of the new Human Resources system, the new model of the Profit Sharing Program (PPR), the new module of the Vocational Training Program and the leadership development actions. Integration is still the challenge of 2014, when Arteris shall implement a new training program. Professionals Arteris counts on 6,804 employees on its personnel board, of which 39.8% are allocated in the federal concessions, 19.3% in the state concessions, 39.0% on the constructing companies of the group and the remaining 1.9% in the holding. The turnover rate closed 2013 in 2.27%. Personnel Board Var. % Arteris (Holding) % State Concessionaires % Autovias % Centrovias % Intervias % Vianorte % Federal Concessionaires % Litoral Sul % Planalto Sul % Fluminense % Fernão Dias % Régis Bittencourt % Latina Manutenção % Latina Sinalização % Total % Turnover 2.27% 7.58% Career development Arteris invests in the professional development of its employees, promoting training and leadership evolution programs. Program of Service Professionals Training The focus of the Program is to unify and standardize the training of all the employees that make contact with users. There are three modules, and the first two of them deal with the training of employees for the related functions. The third module, which shall be promoted in 2014, focus on training internal instructors. In 2013, the second module was concluded, having trained over 3 thousand employees. The program addressed the creation, development and implementation of attitudes and behaviors that ensure the standards and quality of the service provision. Talents Program Through this Program, Arteris maps the executive competencies at the Company s senior level: improvement and excellence, efficiency, orientation to results, influence and negotiation, orientation to the customer, flexibility and changes, collaboration, people development and leadership. Mapping is the first stage of the Program and will be the basis for the creation of a management training course. Up to 2013, this stage was concluded on the managerial level nearly 80 professionals took part on the Program, divided in three groups. The Program also plans to implement a methodology for the development an Arteris s Succession Plan, identifying the needs and perspectives of each area. The participation on this Program is spontaneous and the participants are accompanied for three years. Benefits The pack of benefits provided by Arteris is a differential advantage of the Company, particularly for the employees that work at the toll plazas. Arteris offers meal vouchers with a 95% subsidy, transit passes, life and health insurances, dental care and childcare aid. Profit Sharing In 2013, Arteris implemented a new model of Profit Sharing (PPR), focusing on targets and goals, integrated to the Company s strategy and in line with the market practices. The new policy uses tools for the transmission of the strategic goals, for measuring individual objectives and integrate the employees so the global objectives may be reached. There are two formats, one of them designed for Management and the other for Operation, both of them with quantitative and qualitative targets. The PPR is calculated based on Arteris consolidated results, on the company s individual results (subsidiaries), on the results of the employee being evaluated and on the manager s recommendation. New System In 2013, Arteris implemented a new Human Resources Management System, the ADP, providing the Group with automation, agility and innovation. The tool includes several features, like payroll modules, electronic personnel request, electronic time sheet and vacation schedule. Through a panel, the collaborators may access their data, payslips, vacation periods and other information. The automation brings safety for the processes, returns in scale and enables the strategic operation of the Human Resources department, guiding the decision making about personnel in the Company. Safety Over 2013, the theme safety at work was a focus of attention of the Group, resulting in several initiatives. The Internal Week of Accident Prevention at Work (SIIPAT) happened on August. This event proposed the integration of the company s employees and the strengthening of the proud to be part of the Group. The activities workshops, talks, discussions and a social event aimed to increase the potential of accident prevention of each employee, consolidating a safe behavior at the workplace. Campaigns from the program Viva Saúde and from the STDs Prevention Program were also held during the Week. Among the actions developed by the Strategic Group for Accident Reduction (GERAR), Arteris created in 2013 the Safety at Work Committee and implemented an Integrated Action Plan to monitor the accident reduction. The Plan comprises the inspection of work conditions, the 50 Annual Report Annual Report 2013

27 identification of the legal rules and requirements and a thought control of their compliance, as well as the development and implementation of the best practices regarding the safety at the work fronts, the promotion of continuous training programs and the implementation of OHSAS Corporate Communication In 2013, Arteris Internal Bulletin (BIA) substituted the OHL Brasil Bulletin (BOB). This newsletter is distributed to all of the Group s companies and is widely accepted. Arteris also has the electronic bulletin called Gestão Direta ( Direct Management ), dedicated to managers, which was redesigned on the last year. Number of employees Tables (turnover, diversity, ages) Turn over Concessionaire Holding 2.99% 1.40% Fernão Dias 5.23% 2.26% Fluminense 9.91% 3.36% Litoral Sul 22.74% 3.36% Planalto Sul 9.74% 2.18% Régis 7.52% 2.80% Autovias 3.17% 1.75% Centrovias 4.02% 2.35% Intervias 2.64% 1.21% Vianorte 3.91% 1.38% Diversity 2012 men % Women s positions Directors 8.69% Managers 9.09% ADM 49.71% Operational 30.24% Diversity 2013 men % Women s positions Including 95 trainees 31.43% 2179 women 31.40% women 2166 Directors 8.69% Managers % ADM 42.08% Operational 30.64% 52 Annual Report 2013

28 05 Social and Environmental Responsibility 56. Social Responsibility 56. Education and Road Safety 57. Evironment 57. Sports 58. Culture 54 Annual Report Annual Report 2013

29 Social Responsibility Arteris is committed to social and environmental responsibility, and promotes several initiatives in the areas of education, culture, health, environment and sports. Those actions strengthen the relationship with the communities of the cities in the areas under influence of the highways that are under management. They minimize the impact of the works and create value for the operation of the concessionaires in those areas. The programs held by Arteris are described below. The promote road safety, citizenship actions, environmental awareness, health care and cultural experiences. All the actions are managed by the Corporate Social Responsibility Division (RSC). Education and road safety Projeto Escola The most comprehensive educational and traffic awareness program of Arteris. The program was included in the United Nations Global Compact catalogue in In 12 years, the program trained 8,646 teachers from public schools for them to work the theme traffic citizenship on their classes. Therefore, the program reached 166 thousand students from 281 schools of 54 São Paulo cities. The program promotes the training of educators and periodic pedagogic meetings, and distributes educational material adapted for people with disabilities. Students may visit the concessionaires offices and the program s team accompany the participating schools throughout the year. Implemented at first on state concessions, the program shall be promoted also on federal concessions beginning in Passarela Viva The program encourages bikers and pedestrians to cross the highways using the available footbridges. There are brochures and stickers, and the program promotes simulations both in the state and in federal highways. In 2013 there were 20 editions of the program, which reached 1,432 pedestrians. Viva Motociclista The program was launched in the state highways in 2006, and expanded to the federal highways in It provides motorcyclists with information on the correct use of equipment and safety tips. The aim of the program is to reduce the number of motorcycle accidents. In 2013, 20 editions were held attending 2,651 motorcyclists in federal and state highways. Viva Ciclista Bikers that use the managed highways are approached on the stretches that have higher number of accidents. They receive brochures, reflective decals and information about the laws regarding bicycles traffic, night signaling and safety equipment. In 2013 there were 17 editions of the program reaching 652 bikers in the state and federal highways. Viva Saúde This program focus on truck drivers, who receive health information and free exams of blood sugar, triglycerides, cholesterol, blood pressure, body mass, evaluation of mouth cancer and heart exams. They also receive vaccines against yellow fever, hepatitis B and other diseases, and may receive dental and foot care, physical evaluation and orientation about posture, haircuts and STDs prevention. Viva Meio Ambiente The program is promoted under a partnership with Projeto Escola, providing children and their families with information about the preservation of environmental resources. The students are encourage to join phrase and drawing contests and the activities of sapling. The program is being held for five years in the federal highways, and engaged 132 schools, with 50,004 students and 3,227 educators from 67 cities attended by the five federal concessionaires. The program shall be expanded for the state concessions in The broad environmental education and the concern with sustainability, both developed by Arteris through this program, were recognized by one of the most important Brazilian environment awards, promoted by Chico Mendes Institute. Viva Meio Ambiente was considered a transforming program, once it provides education, besides meeting the demands from several sectors that compose our society, serving as an aid in the creation and enhancing of public policies. The Prêmio Socioambiental Chico Mendes ( Chico Mendes Socio-Environmental Award ) is part of the Program of Commitment to Responsible Socio-environmental Management (Procert) of the Chico Mendes institute. The award promotes Social Responsibility, with examples of integrated solutions for development, social equity and environmental balance in Brazil. Procert is a member of the United Nation s Global Pact, and is considered one of the greatest awards in sustainability and environment of the country. In addition to this certificate, Arteris received the Passaporte de Responsabilidade Social Chico Mendes ( Chico Mendes Social Responsibility Passport ) and the permission to use the Green Seal of the Responsible Socio-Environmental Action. Environment Reforestry and recovery of degrated areas Arteris promotes the planting of native saplings in areas that were degraded even before the concession. This program recovers the riparian forests next to rivers and fountains that supply the neighboring cities and leisure areas. This program also allows the formation of connecting ways between fragments of forest, for the circulation of the native fauna. All the planting activities are monitored and the concessionaires accompany the development of the saplings for three years. In case of fails or deaths of saplings, the program promotes another planting. Sports Golden Kimono Sponsors judo athletes of the Mercadante Sport Center in Araras Apanasc Swimming team from the city of São Carlos 56 Annual Report 2013

30 Culture Ribeirão Preto Symphony Orhcestra The orchestra makes concerts in places recommended by Arteris, strengthening the relationship with the communities were its operations are held with classical music. Chorando Sem Parar Festival Chorinho festival held annually in the city of São Carlos, on a public park. It counts on a travelling Big Band, with the instrumentation of the American Big Bands, but playing Brazilian Popular Music. Israel Symphonic Orchestra Arteris sponsored one of the three concerts held in Brazil with maestro Zubin Mehta. Cia Minaz Solo and choral singing group that makes recitals in events of the company. Riberão Preto s National Book Fair Annually fair held in Ribeirão Preto, São Paulo. Balé Bolshoi Theater School The single school of the famous Russian ballet outside Russia Book To understand Brazil, the country of soccer! It presents the Brazilian nature, the culture and cuisine diversity etc, presenting those aspects in relation to the twelve host-cities of the 2014 World Cup. Support to national cinema. Movie Os homens são de Marte... e é pra lá que eu vou ( Men are from Mars... so I m going there ) Projeto Guri Important musical Project developed in the state of São Paulo. In its second year, Arteris volunteering program received the adhesion of more than a thousand professionals engaged in several activities, like collection of donations, blood donation campaigns and visits to entities, creating value among shareholders and employees. During the Christmas operation, which benefited three entities with donations, the demand overpassed the expectations, and the program had a waiting list of donators. Check out the major initiatives that happened in 2013: Donations of clothes and personal care products, a volunteer work with the elderly and children of the attended institutions Blood donations to the blood banks in the cities where Arteris operates Toy donations to children Donations of wheelchairs for the attended institutions and individuals appointed by the institutions Food donations to the elderly, adults, teenagers and children of the attended institutions Gardening in a public schools, realized with the students, to remodel the school s main entrance Volunteering in 2013 Companies involved Volunteers enganged Actions Institutions attended Number of beneficiariess Weehlchairs donated Annual Report 2013

31 06 Financial-Economic Performance 62. Gross Service Revenue 70. Net Profit 70. Indebtedness 75. Final Statements 76. Chart 78. Shareholding Structure 60 Annual Report Annual Report 2013

32 Gross Service Revenue In 2013, Arteris gross revenue recorded an increase of 8.2% in relation to the previous year, totaling R$ 3.6 billion. This result may be attributed mainly to the increase of 9.1% in toll collection (R$ 2.3 billion). Other highlights from this year are the growth of 11.3% in the state concessions and the expansion of 12.7% in the construction works, due to the acceleration of the federal highway s investments plan. The company invested a total of R$ 1.3 billion in Furthermore, other revenues (highway conservation and paving) totaled R$ 42.9 million, a reduction of 58.4% in the yearly comparison, due to an accounting reclassification happened during this period. Composition of the Gross Service Revenue Toll Revenue Toll revenue increased 9.1%, raising from R$ 2.1 billion in 2012 to R$ 2.3 billion in This result was achieved mainly due to the increase of the revenues of the state concessions (11.3%), which contributed with 58.2% of the total revenue throughout the year. This happened despites the freezing of tariffs of these highways on July. The charging on air lift axles of heavy vehicles, which were included in the total tolled traffic, represented an offset to this fact. In the federal concessions, toll revenue increased 6.2%, closing the year with a total of R$ million, a result of the higher tariffs and the increased traffic volume. Tolled Traffic Like the toll revenue, the tolled traffic measured by vehicle equivalents also grew. The total was 5% higher than the previous year, not including the non-charged impacts at the toll plaza in Palhoça, Santa Catarina, related to the BR-101 and managed by Autopista Litoral Sul. In actual terms, the growth was 2.9%. In the case of the state highways (São Paulo State Highway Concession Program), the growth measured by vehicle equivalents was 9.1%, and the total tolled vehicles was 206,864 thousand. Improvements in the agricultural production, jointly with the charging of air lift axles, authorized by the government to offset the freezing of tariffs in July 2013 (month of the yearly pass-through based on inflation) created the perfect context for this result. In the federal concessions, tolled traffic grew 0.6%, with 510,233 thousand vehicle equivalents. Toll collection at the plaza in Palhoça (Santa Catarina) was suspended, and the concessionaire is building a new toll plaza in a different city, according to a requirement from the National Land Transport Agency (ANTT). Due to this fact, Autopista Litoral Sul presented a reduction of 4.5% in tolled traffic. Were it not for this context, Autopista Litoral Sul would present a 6.1% growth in relation to 2012, and the federal concessions would grow 3.4%. As a whole, Arteris would grow 5%. In 2013, the composition of the tolled traffic (measured in vehicle equivalents) consisted in 62.9% of heavy vehicles and 37.1% of light vehicles on the state concessions; in the federal concessions, the respective ratios were 73.9% and 26.1% Other 1% 2013 State 58% Construction Toll 35% 42% 64% 2012 Construction 34% Other 3% Toll 63% Federal 2012 Federal 43% State 57% Vehicle Equivalents (thousands) Variação % State % Autovias % Centrovias % Intervias % Vianorte % Federal % Planalto Sul % Fluminense % Fernão Dias % Régis Bittencourt % Litoral Sul % Total % 62 Annual Report Annual Report 2013

33 comparison to the previous year is due to a reclassification of revenues from micro-surfacing works that are no longer registered as other revenues. Average Tariff The following table shows the compared consolidated trend of the average tariff of each one of the concessionaires: Average Tariff (R$/ Veh. Equiv.) Variação % State % Autovias % Centrovias % Intervias % Vianorte % Federal % Planalto Sul % Fluminense % Fernão Dias % Régis Bittencourt % Litoral Sul % Total % In 2013, the consolidated average tariff of Arteris toll plazas was R$ 3.21, an increase of 6% in relation to the average tariff of The average tariff of the state concessions was R$ 6.48, 2.1% lower than the inflation of the period. The increase is due to the effects of higher tariffs in the first half of 2013 in relation to the first quarter of the previous year reflecting the tariff adjustment of The São Paulo State Government did not authorize the annual inflationary adjustment that usually happens in July, and that would be of 6.2% in In the annual comparison, the federal concessions had an increase of 5.5% with an average tariff of R$ 1.88 at the end of The new values reflect the adjustments of December 2012 (Autopista Fernão Dias, Autopista Régis Bittencourt and Autopista Planalto Sul) and February 2013 (Autopista Fluminense and Autopista Litoral Sul), when the accrued variation of the IPCA (the Broad Consumer Price Index) and any financial or economic rebalancing of the contracts were passed through the tariffs. Electronic Collection The electronic collection revenue (AVI System) also increased. In the state concessions this increase was of 64% in 2013, versus 62.1% in the previous year. In the federal concessions, the average rate of electronic collection revenue was of 49.2%, while in the previous year it was of 46.4%. Construction Works Revenue There was na increase of 12.7% in construction revenue (accounting register related to the investments of the Company in its intangible assets, and thus, without the effect of cash flows) in relation to 2012, reaching R$ 1.3 billion. The federal highways contributed with 94.1% of this amount. Other Revenues Revenues from the commercial operations in the right of the way, as well as revenues from conservation and paving of the highways by Arteris construction companies totaled R$ 43 million in The decrease of 58.4% in Services Net Revenue and Revenue Deductions Arteris closed 2013 with a net revenue of R$ 3.4 billion, an increase of 8.3% compared to Revenue deductions from taxes like the PIS (0.65%), COFINS (3.0%) and ISS (5.0%) totaled R$ million in the year, an increase of 7.5%, following the increase of toll collection gross revenue in the year. Costs and Expenses Costs and expenses totaled R$ 2.4 billion in 2013, representing an increase of 6.5% in relation to 2012, taking into account the period s inflation. It is important to highlight the fact that the cash costs increased only 0.4%, totaling R$ million and registering an improvement of 1.8% in relation to the net revenue. Costs and expenses are described in the table below: Regarding the total of costs and expenses, the main variations among the periods may be summarized as following: Costs and Expenses (R$ thousands) Var% Third-Party services ( ) ( ) 6.0% Personnel ( ) ( ) 13.5% Conservation ( ) ( ) -1.5% Inspection (36.689) (34.673) 5.8% Granting Authority Fees (32.554) (37.446) -13.1% Insurance and warranties (21.306) (20.765) 2.6% Management compensation (21.331) (15.471) 37.9% Civil, Labor and Tax Risks (3.960) (4.902) -19.2% Taxes (3.146) (3.700) -15.0% Other net expenses (60.462) (94.914) -36.3% Subtotal* ( ) ( ) 0.4% Cash Costs/ Net Revenue 32.6% 34.3% -1.8 p.p. Construction costs ( ) ( ) 12.7% Highway maintenance provisions ( ) ( ) -16.9% Depreciation and amortization ( ) ( ) 18.3% Total ( ) ( ) 6.5% *Not including Depreciation and Amortization, Construction works costs and maintenance provisions 64 Annual Report Annual Report 2013

34 Third-party services costs increased 6% in relation to 2012, totaling R$ million. This increase was mainly due to: annual adjustments of contract (most of them indexed to IPCA the consumer price index); costs (some of which non-recurrent) related to the best practices projects that are being implemented as part of the Company s Efficiency Program, especially the installation of SAP in all of the Group s companies. Personnel expenses totaled R$ million in 2013, an increase of 13.5% compared to the previous year, influenced by: collective bargaining agreements in March 2013 (average of 6.8% to all employees); insourcing of the previously outsourced team of the Autopista Fluminense toll plaza in the end of December 2012 and beginning of January 2013; wage adjustment throughout the year, mainly in the fourth quarter of 2013; restructuring of certain teams and areas at the holding level, and the creation of the Purchasing Area as part of the ongoing Efficiency Program The amount destined to conservation registered a small decrease of 1.5% between 2012 and 2013, totaling R$ million. This area comprises, for example, improvements on the highways, which may include pavement repairs, sign replacement and the installation of metallic barriers. The inspection amount corresponds to the amounts paid by the federal highways concessionaires for the granting authority (ANTT) and are annually adjusted according to the IPCA (the consumer price index). This amount was R$ 36.7 million in 2013, an increase of 5.8% compared to Values that are registered as civil, labor and tax risks are related to the expectations of probable losses of lawsuits involving the Company and its subsidiaries. During 2013, this amount was 19.2% lower than in 2012, totaling R$ 4 million. The construction costs are an account representation for intangible assets, required by the new rules of the International Financial Reporting Standards (IFRS). The increase of 12.7% of the construction costs compared to 2012 is due to the intense investment program in the federal highways. In 2013, the construction costs totaled R$ 1.3 billion. Maintenance provisions are the funds for future disbursements for the periodic pavement replacement, which happen usually every seven years. In the third quarter of 2013, the Company adjusted the maintenance provisions after reviewing the future investment forecasts for the renovation of the pavement on the highways. Including what had previously been provisioned, the total was R$ 196 million (- 16.9%). each highway. The increase in intangible assets due to the Company s investments and the enduring traffic increase contributed to increase these amortized amounts. In 2013, the total was R$ million (+ 18.3%). EBITDA and Adjusted EBITDA Arteris also registered an increase in its EBITDA 14.3% compared to 2012, totaling R$ 1.2 billion. This expansion is due to the increase in toll revenues, to the reduction of the percentage of cash costs in relation to the net revenue and to the reduction of the highway maintenance provisions. The EBITDA* margin was 58.2%, 4.3 p.p. higher than the margin of the previous year. The adjusted EBITDA based on the provision for highway maintenance, which does not has the cash flow effect, registered an improvement of 8.7%, with a total of R$ 1.4 billion and margin* of 67.4% with an increase of 1.8 p.p. in relation to * EBITDA Margin takes into account the Net Operational Revenue minus Construction Revenues. Costs with Depreciation and Amortization the granting authority were reduced, a result of the measure taken by the São Paulo State Government to offset the non-pass-through of inflation to tariffs in July The variable tax decreased from 3% of the toll revenue to 1.5%. Insurance and guarantees area registered an increase of 2.6% in relation to 2012, totaling R$ 21.3 million. This was due to the increase in the volume of the Company s construction works (which are insured) besides the reassessment of the operational risk insurance based on accident claim levels. Management compensation was R$ 21.3 million in 2013, an increase of R$ 5.9 million in relation to A leading factor in this result was the severance pay as a result of restructuring the holding s and concessionaires executive board, according to the Efficiency Program and changes in Arteris s management. Besides, the executives of the Company, like the other Group s employees, also received the amounts relative to the collective bargaining agreement in March. Depreciation and amortization are related to the adoption of the IFRS rules which require the complete amortization of the intangible assets up to the end of the concession term, weighted by the projected traffic curve of EBITDA and Adjusted EBITDA (R$ thousands) Var% Net Operational Revenue % Costs and Expenses (not incl. depr. and amort.) ( ) ( ) 5.1% EBITDA ¹ % EBITDA margin 58.2% 53.9% 4.3 p.p. (+) Highway maintenance provisions % Adjusted EBITDA % Adjusted EBITDA margin 67.4% 65.7% 1.8 p.p. ¹EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization): it is a measure of operational performance given by the Earnings before Interest, Taxes, Depreciation and Amortization (LAJIDA). EBITDA is not used in accounting practices and does not represent cash flows. Therefore, it shall not be considered an alternative for cash flows as a measure of liquidity. EBITDA does not has a standard meaning, thus it cannot be compared to other companies EBITDA. ² Considering the adjustments related to reversals of the highway maintenance provisions (accounting report ICPC 01). 66 Annual Report Annual Report 2013

35 The following table provides the 2013 calculation of the EBITDA and the Adjusted EBTIDA of the Group s companies: Resultado Financeiro Costs and Expenses (R$ thousands) Var% Third-Party services ( ) ( ) 6.0% Personnel ( ) ( ) 13.5% Conservation ( ) ( ) -1.5% Inspection (36.689) (34.673) 5.8% Granting Authority Fees (32.554) (37.446) -13.1% Insurance and warranties (21.306) (20.765) 2.6% Management compensation (21.331) (15.471) 37.9% Civil, Labor and Tax Risks (3.960) (4.902) -19.2% Taxes (3.146) (3.700) -15.0% Other net expenses (60.462) (94.914) -36.3% Subtotal* ( ) ( ) 0.4% Cash Costs/ Net Revenue 32.6% 34.3% -1.8 p.p. Construction costs ( ) ( ) 12.7% Highway maintenance provisions ( ) ( ) -16.9% Depreciation and amortization ( ) ( ) 18.3% Financial Result (R$ Thousands) Var% Financial Revenues % Active Interests % Financial Investments % Financial Charges Adjustment to Market % Other revenues % Financial expenses ( ) ( ) -0.3% Financial Charges ( ) ( ) -0.2% Update of the Concession Authority Fee (28.505) (37.299) -23.6% Financial Charges Adjustment to Market (22.713) (26.719) -15.0% Other expenses (24.486) (12.304) 99.0% Net currency var. (4) (28) -85.7% Financial Result ( ) ( ) 17.0% Total ( ) ( ) 6.5% *Excl. Depreciação e Amortização, Custo dos serviços de construção e Provisão p/ manutenção At the end of 2013, the Company presented a negative financial result of R$ million, a variation of 17.0% in relation to On that year, the Company registered a negative balance of R$ million. This result is due to the combination of the following factors: Decrease of 40.5% in the financial results after lower results of financial investments during the first half of the year, in a context of lower fares and less resources from the Company (used in the construction works of the federal highways) available for these investments. This scene was inverted in the second half of the year, with a gradual increase of the CDI fare and the investment of a greater amount of resources from the Company and its subsidiaries in the third and fourth quarters of However, these actions were not enough to balance the results of the first and second quarters of the year. Maintenance of the same levels of financial expenses (variation of 0.3%) in relation to On the one hand, the emissions of debts contributed to increase the financial expenses in the second half of the year, and on the other hand, the absence of those emissions in the first six months balanced this line in the consolidated result of the year. The total financial expenses could be lower, was it not for the increase of R$ 12.2 million of other financial costs related to the anticipated amortization of the 1st and 2nd issues of Intervias debentures at the end of the year, besides the IOF paid for mutual operations among the concessionaires and the Group during the fiscal year. 69 Annual Report 2013

36 Net Profit Arteris s net profit was R$ million in The increase of 15.6% in relation to the previous year was due to the expansion of 8.3% in the net revenue of the Company. This expansion offset the increase of 6.5% in costs and expenses, even with a greater volume of depreciations and amortizations, and a worst financial result. It is important to notice that one of the reasons for the lower increase of the costs (with an impact on profit) was the reduction of 19.6% in the highway maintenance provisions. The Company s consolidated profit is different from Arteris s accounting individual profit (as the controlling Company of the Group). This is the base for calculation of the dividends to be distributed to shareholders. The difference comes from the fact that the individual financial reports were developed according to the Brazilian accounting practices. In the case of Arteris S.A., this information is different from the IFRS (applicable to the individual financial reports) only regarding the evaluation of investments made in subsidiaries by the equity method, which, to IFRS, should be evaluated by cost or fair value. Another difference is the option of maintaining the deferred asset balance, which exists from December 31, 2008, and is being amortized. Indebtedness On December 31, 2013, the Company s net debt totaled R$ 3.1 billion, an increase of 27.4% or R$ million compared to the previous year. At the end of 2013, net debt represented 2.3 times the Adjusted EBITDA, less the payment of the fixed concession fee in the last 12 months. Indebtedness (R$ thousands) 12/31/ /31/2012 Variation % Gross Debt % Short-term % Long-term % Cash position % Cash and cash equivalents % Linked financial applications % Net debt % This increase of R$ million was due mainly to the disbursement of BNDES loans and the issue of new debentures and commercial papers, besides the pre-payments of older debentures. These transactions are described below: BNDES Financing: Arteris counts on longterm resources from the BNDES (the Brazilian Development to fund the investment programs of the Company s federal concessions. All the five federal concessions received the approval for long-term financing lines, guaranteeing the required resources to implement the main contractual construction works up to the end of the concession s term. Up to December 31, 2013, nearly R$ 2.4 billion from these loans were disbursed. The amount contracted was R$ 3.7 billion, which makes R$ 1.3 billion still available to be used. Throughout 2013, R$ million were disbursed. Issue of Commercial Papers and Debentures: Arteris and Federal Concessionaires On June 27, 2013, the Company authorized the issue of R$ 200 million in Commercial Papers with maturity term of 90 days, restricted placement efforts and a firm commitment basis. On that same date, the Company also authorized its federal concessions to issue R$ 149 million in Commercial Papers under the same conditions. Arteris also authorized, on September 18, 2013, the issue of R$ 200 million in simple unsecured debentures, non-convertible to shares, with maturity term of 21 months, under the same previous conditions. The remuneration shall be paid on a single installment at the maturity s date. On that same date, the Company also approved its federal concessionaires to issue R$ million in debentures with public distribution and restricted placement efforts. The amounts resulted from these issues were used to settle the June s Commercial Papers. State Concessionaires Intervias, one of the Company s subsidiaries, issued the amount of R$ 600 million in its third issue of simple debentures, on September 25, Those papers have the maturity of five years, with amortization in three annual installments, at the end of the 3rd, 4th and 5th year from issue. This operation was ranked Aa1.br by Moody s and the requests for Intervias debentures was 149% of the total offering, which contributed to lower the operation cost (spread over the CDI) from 1.15% to 1.09%. The amortization shall happen every six months, counted from the issue date. The resources from this 3rd Intervias emission were partially used in the prepayment of the 1st and 2nd issue of debentures, corresponding respectively to R$ million and R$ million. On November 21, 2013, Autovias, a Company s subsidiary, authorized the third issue of simple debentures in the amount of R$ 300 million, with maturity date on August 20, The amortization shall happen in six semiannual installments, due in February 71 Annual Report 2013

37 and August of each year. The remuneration was defined as the CDI % and the issue of took place on December 20, The resources from Autovias 3rd emission were partially used to pre-pay the first series debentures of its 1st issue (R 83.8 million) and to fully settle the 2nd issue (R$ 47.1 million). Gross debt: Gross Debt Profile (%) On December 31, 2013, the Company s consolidated gross debt (loans and financing plus debentures) totaled R$ 4.1 billion, 55.5% of which corresponded to contracts indexed to TJLP, 33.7% indexed to CDI and 10.9% to IPCA. Below is the company s debt amortization schedule: Amortization Schedule (R$ million) Fixed Fee paid to the Concession CDI 33.7% IPCA 10.8% TJLP 55.5% Highway maintenance In 2013, the state concessionaires disbursed the total of R$ 76.5 million in the maintenance of highways. It is important to notice that once the federal concessions are on an early stage, they did not presented maintenance costs. The first meaningful disbursements for maintenance shall happen in Investments and amortization (R$ 1.8 billion), plus dividends, capitalized interests and other financial revenues (R$ million). Added Value Distribution (R$ 1.7 billion Capital Markets Other 0,1% The amount invested by Arteris in 2013 in infrastructure and improvement works (intangible and fixed assets) was R$ 1.3 billion, 13.1% more than in % of the total were destined to federal concessionaires. 18.7% 6.7% 31.0% Debentures 44.4% BNDES 55.5% Expectation of Maintenance and Investments for 2014 The Company s expectation for 2014 is for investments of R$ 1.8 billion in federal and state highways. Up to the end of the contractual terms, the total remaining investments shall be nearly R$ 6.8 billion, including maintenance-related amounts. 21.5% 22.1% Authority In accordance to the concession contracts, the state concessionaires shall pay the fixed fee to the concession authority in exchange for the concession. In 2013, the state concessionaires paid a fixed fee of R$ 66.8 million to the Concession Authority. Added Value In consolidated terms, Arteris generated in 2013 the added value of R$ 1.7 billion, 11.9% more than in This is the result of service provision revenues (R$ 3.6 billion), lower costs of construction works and concession, materials and final goods, third-party services, depreciation Fares, taxes and contributions Financial expenses, rents and others Retained profit Personnel and charges Dividends 72 Annual Report Annual Report 2013

38 Final Statements Arteris s market value at the end of 2013 totaled R$ 6.6 billion, based on the closing price of R$ per share on December 30, This price represents an appreciation of 0.53% since the beginning of the year. In the same period, Ibovespa Index fell 17.65%. Under the ticker ARTR3, the Company s stocks were traded in 100% of the BM&FBOVESPA s sessions with a trading volume of approximately R$ 7.92 billion in the year. Shareholding Structure Arteri s stocks are part of the theoretical portfolio of the indexes IBrX (Brazil Index), IGC (Special Corporate Governance Stock Index), ITAG (Special Tag Along Stock Index), MLCX (Mid Large Cap Index), IBRA (Brazil Broad-Based Index) and IGCT (Corporate Governance Trade Index). The Company s subscribed and paid-in capital was R$ million on December 31, 2013, represented by a single class of common shares. Dividends Our shareholders have the right to receive a minimum mandatory payout of 25% over the net profit of the year, adjusted according to the article 202 of the Publicly Held Companies Law. Regarding the calculated profit of 2012, the Company paid R$ million to shareholders on May 6, This amount represented a 50% pay-out if added to the interim dividends of R$ 72.3 million paid on December 17, 2012, also relative to the 2012 fiscal year. The Board of Directors and Management Meeting that took place on November 21, 2013, authorized the payment of interim dividends in the amount of R$ 79.2 million to the Company s shareholders on December 12, 2013, representing R$ 0.23 per share. This value shall be fully incorporated to the minimum mandatory payout to be distributed for the 2013 fiscal year Commitment Clause Relationship with Independent Auditors According to the determination of CVM Instruction n. 381/03, the Company informs that in the fiscal year ended on December 31, 2013, did not hired BDO RCS Auditores Independentes S.S. for other services other than those of external audit. In relation to the Independent Auditor, the Company evaluates the conflict of interests with non-audit services based on the following guidelines: the auditor shall not (a) audit its own service, (b) perform management functions and (c) promote the interests of the Company. Declaration of the Board The Board of Directors of Arteris S.A. declares, under the terms of the article 25 of CVM instruction n. 480, from December 7, 2009, that has reviewed, discussed and agreed (i) to the content and opinion that are expressed in the report of BDO RCS Auditores Independentes S.S.; and (ii) to the financial reports of the fiscal year ended on December 31, São Paulo, February 26, Board of Directors and Management David Antonio Díaz Almazán CEO Felipe Ezquerra Plasencia Vice-President Board of Directors and Management José Carlos Ferreira de Oliveira Filho CEO Benjamin Michael Vaughan Member David Antonio Díaz Almazan Member Francisco José Aljaro Navarro Member Francisco Miguel Reynés Massanet Member Luíz Deulofeu Fuguet Member Luiz Ildefonso Simões Lopes Member Marta Casas Caba Member Marcos Pinto Almeida Member Pedro Wongtschowski Independent Member Sérgio Silva de Freitas Independent Member The Company is linked to the Market Arbitration Chamber, according to the Commitment Clause stated in the Company s Bylaws Márcio Augusto Travain Management and Resources Officer Alessandro Scotoni Levy Financial and Investor Relations Officer Maria de Castro Michielin Legal Officer Luis Manuel Eusébio Iñigo Operations Officer Paulo Pacheco Fernandes Concession Contracts Director 75 Annual Report 2013

39 Chart José Carlos Ferreira de Oliveira Filho President of the Board Communication Officer Claudio L. Carvalho Marketing Officer Eduardo Begnami CEO David Díaz Almazán Internal Audit Paulo Marasan Vice-President Felipe Ezquerra Plasencia GERAR Legal and CSR Officer Maria Michielin Officer of Concession Contracts Paulo Pacheco Fernandes President Director of the Federal Concessionaires Linomar Deroldo President Director of the Federal Concessionaires Luis Eusébio Iñigo Operations Officer Luis Eusébio Iñigo Latinas President Director Carlos Magno C. Candeias Planning Director Arnaldo Silva Construction Works Director Carlos Magno C. Candeias Officer of Investor Relations Alessandro S. Levy Controlling Officer Gabriel Lopez Financial Management Officer Marcio Travain Purchasing Director Marcelo Afonseca Autovias Fernando Nogueira Superintendent Director Centrovias Olga Cotrim Superintendent Director Intervias Dalton Lage Superintendent Director Vianorte Olga Cotrim Superintendent Director Fernão Dias Helvécio Tamm Superintendent Director Fluminense Odílio de Jesus Ferreira Superintendent Director Planalto Sul Cesar Saas Superintendent Director Litoral Sul Paulo Castro Superintendent Director Régis Bittencourt Eneo Palazzi Superintendent Director Latinas Carlos Assuiti Superintendent Director 76 Annual Report 2013

40 Shareholding Structure Arteris is a Brazilian company with 69.3% of its control held by Partícipes en Brasil S.L. Partícipes has its shares divided by 51% held by Abertis Infraestructures S.A. and 49% held by Brookfield Motorways Holdings SRL. The current shareholding structure was formed in 2012, when OHL Brazil became Arteris, keeping all its assets in the country and changing its ticker from OHLB3 to ARTR3. Arteris S.A. Controlling Group 51,0% 49,0% The operation that ended with the alteration of the company s control resulted in a Takeover operation (OPA), in line with the Tag Along rights of the minority shareholders. The operation was closed and settled in September 5, Participes en Brasil S.L 69,3% Abertis is a publicly held company registered for over 25 years in the Spanish market, a member of the IBEX 35 since its creation, having on this date a market value of nearly 9 billion (Euros) and 23 billion (Euros) of assets under management. The company operates in 12 countries (excluding Brazil) and two sectors: highway concessions and telecommunications infrastructure, with 45 contracts involving public-private partnerships and 25 highway concessions around the world. Brookfiled Motorways is indirectly controlled by Brookfield Asset Management Inc., a company listed on the stock exchange in New York and Toronto, with the market value of over US$ 20 billion and more than US$ 150 billion in assets under management. Brookfield Asset Management operates in Brazil since 1899, with a (direct or indirect) presence in 11 states and in the Federal District, with more than R$ 25 billion under management. In Brazil, Brokkfield operates mainly in the real estate, renewable energy, infrastructure and private equity segments. Federal Concessions 100% Autopista Litoral Sul Autopista Fluminense Autopista Fernão Dias Autopista Planalto Sul Autopista Régis Bittencourt Shareholder structure Other 30.3% São Paulo State Concessions 100% Autovias Centrovias Intervias Vianorte Other Business Latina Manutenção 100% Latina Sinalização 100% Paulista Gerenciamento 100% 4,68% Partícipes em Brasil S.L. 69.3% 79 Annual Report 2013

41 Arteris began to operate in Brazil when it undertook 3,250 km of highway concessions. Arms wide open for Brazil The Group was born from the partnership among two international strong groups: Abertis, a world leading company in highway management, and Brookfield, manager of real estate assets, renewable energy and infrastructure that operates in Brazil since To Arteris, the perfect operations of its highways is not only a strategic contribution for the economy of the most productive regions of the country. Our aim is to provide an increasingly better support to the users and to ensure that the highway infrastructure has the quality that Brazil needs, committed to the preservation and sustainability of the environment. SP-225 Centrovias Highway Concessions: Autopista Fernão Dias Autopista Fluminense Autopista Litoral Sul Autopista Planalto Sul Autopista Régis Bittencourt Autovias Centrovias Intervias Vianorte