Arteris : Clarifications…

Official Letter SAE/GAE 3060-14
October 1, 2014

Investor Relations Department
Mr. Alessandro Scotoni Levy
Dear Sirs,
We hereby request, by October 2, 2014, clarifications on the article published by Agência Estado - Broadcast on September 30, 2014, under the headline "Arteris should invest around R$2 billion in 2015, says CEO ", as well as other information deemed as relevant.
We would like to stress that this request is performed under the context of the Cooperation Agreement, entered into between CVM and BM&FBOVESPA on December 13, 2011, and the failure to comply with this request may subject the company to application of fine by the Company Relations Department (SEP) under CVM, as prescribed by CVM Instruction 452/07.
Sincerely,
Nelson Barroso Ortega
Company Oversight Department
BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange
c.c. CVM - Brazilian Securities and Exchange Commission
Mr. Fernando Soares Vieira - Company Relations Department

Mr. Waldir de Jesus Nobre - Market and Broker Relations Department

We clarify that this company's response must be submitted exclusively through the IPE System, selecting Category: Material Fact or Category: Notice to the Market, Type: Clarifications on CVM/Bovespa consultations, and Subject: News disclosed by the media, which will result in the simultaneous transfer of the file to BM&FBOVESPA and CVM.

In order to help the market understand the issue, the consultation above is to be transcribed in the file before the company's response is sent.

09/30/2014 13:46:36 - AE NEWS

São Paulo, September 30, 2014 - Arteris should invest approximately R$2 billion next year, said the Company's CEO David Díaz to Broadcast, highlighting that the budget is still being prepared and is subject to approval by the Board of Directors. The amount is higher than the initial forecast, which was more than R$1 billion, as previously disclosed by the Company, exceeding the figure planned for 2014 by R$1.8 billion.

According to Díaz, the increase over the initial projection is related to the new works added to the Company's plan and the anticipation of some works already envisaged in the plan, as well as adjustments to the schedule. "Our goal with the government, whether federal or state government, is to be able to add new works," he explained.

The executive pointed out that the Company recently negotiated with the São Paulo State Transport Regulatory Agency (Artesp) the inclusion of a new investment in the subsidiary Autovias, totaling approximately R$91 million, for the duplication of 14 kilometers of the SP-318 highway, which led to an addendum extending the concession term. He also said that today Centrovias is beginning an investment of nearly R$40 million in the Jaú region, offset by an amount identified in the agreement in favor of the granting power.

Additionally, the Company is negotiating with Artesp another two investments in Centrovias, in the regions of Rio Claro and Itirapina, totaling R$150 million, which should be offset by extension of the concession term. "Negotiations are ongoing, but a final agreement has not yet been reached," he stressed.

In the federal scope, Díaz reiterated that the Company is also negotiating addenda with the Brazilian Ground Transportation Agency (ANTT). According to him, the negotiations are advancing well and Arteris hopes to be able to close a deal still in 2014. "We are very close to striking a deal. There is very high chance that we will conclude negotiations before the end of the year. It is well underway." He did not reveal the figures being negotiated-the market suggests that they would between R$2 billion and R$3 billion. The investments to be incorporated would include the additional costs of duplication of the Régis Bittencourt highway, in the Serra do Cafezal stretch, due to changes in the project, which now envisages lanes additional to the ones previously envisaged in the agreement.

Arteris is also maintaining a dialog with ANTT about administrative proceedings and notices of infraction related to non-compliance with the original contracts, entered into in 2008, which may lead to an agreement in the coming weeks. "We are in the last stage," he said. According to the executive, the idea is that the agreement passes through new investments, aiming at increased safety and higher quality of services.

Today Díaz participated in a forum about safety organized by the Company, in São Paulo. According to him, safety on the highway is the focus of the Company's investments, including not only works for duplication and conservation of roads, overpasses and signals, but also inspection, education and communication.

Arteris holds nine highway concessions (five federal and four São Paulo State concessions) across five Brazilian states, totaling 3,250 kilometers, equivalent to 20% of total kilometers of highways under concession in Brazil. (Luciana Collet - luciana.collet@estadao.com)

Publicly-held company
Corporate Taxpayer's ID (CNPJ/MF) 02.919.555/0001-67
Company Registry (NIRE) 35.300.322.746

Arteris S.A. ("Company"), in response to Official Letter SAE/GAE 3060-14, dated October 1, 2014, which has been fully reproduced above, hereby provides clarifications to its shareholders, investors and the market in general on the content of the news disclosed by Agencia Estado - Broadcast on September 30, 2014.
With more than 3,200 kilometers in operation, being the largest company in the Brazilian highway concession segment in terms of kilometers under management, Arteris plays an important role in Brazil's road infrastructure sector, being responsible for investments to improve, expand, maintain and operate the stretches that it manages under concession programs of the Federal Government and São Paulo State Government.
In accordance with its preliminary analysis, the Company expects to invest approximately R$2 billion in 2015, due to:
(i) Current schedule of investments envisaged in the concession agreements. The Company, though its subsidiaries, has a remaining balance of R$6.2 billion to be invested by the end of the concession terms, including intangible investments and highway maintenance. Of this total, the Company is internally considering the possibility of making investments totaling approximately R$1.4 billion in 2015;
(ii) Additionally, despite not being envisaged in the concession agreements, the Company and its controlled concessionaires are currently negotiating with the regulatory agencies the need for investments additional to those envisaged in the agreements.
a. On September 17, 2014, as disclosed in a Notice to the Market, the subsidiary Autovias agreed with the São Paulo State Transport Regulatory Agency - ARTESP ("ARTESP") to include, in the concession agreement, new works for the duplication of
14 kilometers of the SP 318 highway, stretch between km 253 and 249, for the estimated amount of R$91 million.
b. Another R$150 million are under negotiation with ARTESP to be invested in the controlled concessionaire Centrovias.
c. Since the beginning of 2013, the controlled concessionaire Regis Bittencourt has worked on the duplication of Serra do Cafezal between km 349 and 361 of the BR-116 highway, totaling investments of around R$1 billion, which exceed the amount envisaged in the concession agreement and still depend on an addendum for its full offsetting. The controlled concessionaire Regis Bittencourt estimates that R$200 million related to the future addendum may be invested in 2015.
d. Several other addenda are being negotiated with the Brazilian Ground Transportation Agency - ANTT ("ANTT") due to investments that were not envisaged in the agreements and that should be executed in the next 5 years, in accordance with the public interest.

(iii) The Company is also considering the possibility to move up to 2015 approximately R$50million in investments in the controlled concessionaire Intervias, for works of access to the city of Mogi Mirim and duplications in the SP 147 highway.
Lastly, we would like to emphasize that the schedules and amounts of investments of the controlled concessionaires are subject to change, since they do not depend exclusively on the Company's management.
The expectations and indications mentioned above must not be construed, under any circumstance, as projections, not only because they are expectations, but also because they depend on a more thorough analysis, including by regulatory bodies, as well as on corporate approvals necessary for their implementation.
The Company will keep the market and the public informed on investment forecasts and negotiations.
São Paulo, October 2, 2014.

Investor Relations Officer

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