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ARTERIS S.A.

Publicly-Held Company
Corporate Taxpayer's ID (CNPJ/MF): 02.919.555/0001-67
COMPANY REGISTRY (NIRE): 35.300.322.746

MATERIAL FACT Tariff Increase and Contractual Rebalancing Autopista Régis Bittencourt Arteris S.A. ("Company"), pursuant to Article 157, paragraph four of Law 6,404, of December 15, 1976 (Brazilian Corporate Law) and CVM Instruction 358, of January 3, 2002, hereby informs its shareholders, investors and the market in general that the National Land Transport Agency ("ANTT") through resolution no. 4,510 included in the concession agreement of its controlled concessionaire Autopista Régis Bittencourt ("Concessionaire") an additional R$395 million in the budget for the duplication works of Serra do Cafezal. The project, located on BR-116/SP, between the municipalities of Juquitiba and Miracatu, includes the duplication of a 30.5-kilometer stretch between kilometer 336.7 and kilometer

367.2 of the highway, including the construction of 34 overpasses and four tunnels.
The regulating agency's resolution authorizes the Concessionaire to adjust its toll as of December 29, 2014, 12:00 a.m., including (i) the contractual annual inflation adjustment measured by the IPCA variation of 6.64%; and (ii) 30% of the tariff increase arising from the 6th Ordinary Revision and the 7th Extraordinary Revision due to the duplication works of Serra do Cafezal.
The economic rebalancing of this addition to the budget of the duplication works of Serra do Cafezal, as well as the other items approved in the 6th Ordinary Revision and the 7th Extraordinary Revision, was calculated using the Marginal Cash Flow methodology and will be carried out through the addition of R$0.20929 to the Basic Toll ("TBP"), at the amounts of June 2007, which will be gradually added to TBP in three years, the first increase will correspond to 30% of this amount,
on December 29, 2014, the second, to 35%, on December 29, 2015, and the remainder, on December 29, 2016. As a result, the Concessionaire's updated TBP will increase by 11.70%, from R$1.81957 to R$2.03239,
Due to rounding off criteria, as specified in the concession agreement, the Concessionaire's toll will be as follows:

Highway

Concessionaire

Current basic toll

(R$)

Adjusted basic toll

(R$)

BR-116/SP/PR

São Paulo - Curitiba

Autopista Régis Bittencourt

1.80

2.00

The Company will maintain the market and the public in general informed about this matter.
São Paulo, December 22, 2014.

Alessandro Scotoni Levy

Investor Relations Officer

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